/raid1/www/Hosts/bankrupt/TCREUR_Public/191107.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

          Thursday, November 7, 2019, Vol. 20, No. 223

                           Headlines



C Z E C H   R E P U B L I C

SAZKA GROUP: S&P Affirms 'BB-' ICR on OPAP Tender Offer Completion


G E R M A N Y

K+S AG: Moody's Reviews Ba2 CFR for Downgrade on Profit Warning
SENVION GMBH: Siemens Gamesa Buys Selected Assets for EUR200MM
SGL CARBON: S&P Affirms 'B-' ICR on Use of Financial Flexibility


L A T V I A

DZINTARS: Court to Review Insolvency Claim vs. Cosmetics Producer


L U X E M B O U R G

ARD FINANCE: Moody's Assigns Ba2 CFR, Outlook Negative


N E T H E R L A N D S

OI EUROPEAN: Moody's Rates Sr. Unsec. Notes 'Ba3'
OI EUROPEAN: S&P Rates New EUR300MM Senior Notes Due 2025 'BB-'


S P A I N

ALHAMBRA SME 2019-1: DBRS Assigns Prov. BB(low) Rating on C Notes


S W I T Z E R L A N D

BREITLING HOLDINGS: Moody's Assigns B2 CFR, Outlook Negative


U N I T E D   K I N G D O M

666BET: Director Settles GBP67MM Claims with Liquidators
BRITISH STEEL: Jingye Emerges as Frontrunner to Buy Business
CERTES CAPITAL: Goes Into Voluntary Liquidation
HEFESTO STC: DBRS Confirms CCC Rating on Class B Notes
INTU: May Seek Extra Cash From Shareholders to Pay Down Debts

MALLINCKRODT PLC: S&P Lowers LT ICR to 'CC' on Exchange Offers
MOTHERCARE PLC: Appoints PricewaterhouseCoopers as Administrators
MOTHERCARE PLC: To Close All British Stores, 2,500 Jobs at Risk
PIZZA EXPRESS: Owner to Inject GBP80MM Cash to Pay Down Debt
QUICKQUID: On the Brink of Collapse, Prepares for Insolvency

THOMAS COOK: Parliamentary Committee Criticizes Audit Failures
VEDANTA RESOURCES: S&P Lowers ICR to 'B', Outlook Stable

                           - - - - -


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

SAZKA GROUP: S&P Affirms 'BB-' ICR on OPAP Tender Offer Completion
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on Czech Republic-based Sazka Group A.S. (Sazka). At the
same time, S&P assigned its preliminary rating of 'BB-' to the
proposed EUR300 million senior unsecured notes due 2024.

The affirmation follows the close of Sazka's tender offer for
OPAP's publicly traded shares. Sazka will increase its share in
OPAP by 7.25% to 40.2%, from its previous 33% share. The
transaction is an all-cash offer of EUR9.12 per share, representing
an acquisition cost of about EUR213 million. Sazka holds an
indirect stake of 33% in OPAP through the intermediate holding
company EMMA Delta, of which Sazka has direct ownership of 75.5%.
Private investors own the remaining 24.5%.

S&P understands that the tender for OPAP shares was part of Sazka's
strategy to reach a 50% ownership stake level in OPAP in
conjunction with exploring options for an IPO. With the completion
of the tender resulting in a stake of about 40.2% in OPAP, Sazka is
able to purchase an additional 3% of OPAP every six months on a
rolling basis, to increase its stake.

The group is raising EUR300 million senior unsecured notes at Sazka
Group A.S. and, in combination with EUR300 million cash on balance
sheet, it will use the proceeds to fund the increased OPAP stake,
distribute dividends to shareholders, and refinance existing debt.
The breakdown of uses includes:

-- EUR262 million to fund the increased OPAP stake (including fees
and expenses);

-- Distribution of EUR150 million in dividends to Sazka
shareholders;

-- Refinancing a EUR250 million debt at intermediate holding
company, EMMA Delta; and

-- EUR23 million in other costs (including dividends paid to
noncontrolling interests for OPAP and EMMA Delta).

S&P said, "We understand that the group intends to draw down EUR300
million of its EUR500 million underwritten term loan bank facility
at the parent in connection with paying the anticipated uses,
including settling the acquisition cost of the OPAP shares. We
anticipate that the proceeds from the proposed Sazka notes issuance
will be used to extinguish this term loan such that, upon
completion, the notes would replace drawings under the underwritten
loan in the group's capital structure."

In addition to the proposed notes, the group's debt comprises
EUR430 million of existing senior unsecured debt issued at the
parent level, around EUR300 million debt issued by various
intermediary entities (excluding the EMMA Delta debt to be
refinanced), and the group's pro rata share of EUR530 million debt
issued at the operating subsidiary levels. S&P's adjusted EBITDA is
calculated under the full consolidation of Sazka A.S., a
proportional consolidation for OPAP (40%), and under the equity
method for Lottoitalia and CASAG.

S&P said, "As a result of the transaction, Sazka's adjusted pro
rata debt to EBITDA will increase to about 4.0x for fiscal year
(FY) ending Dec. 31, 2019, from our previous expectation of net
leverage decreasing to about 3.0x by year-end 2019. On the group's
reported pro rata basis, leverage will increase to 3.4x as a result
of the transaction. In line with the group's stated financial
policy for a leverage target at below 3.0x, we expect Sazka to
deleverage close to 3.0x pro rata adjusted in the next 12 months
for end-2020.

"Our rating on Sazka, with forecast pro rata revenues of EUR970
million-EUR990 million and adjusted EBITDA of EUR350 million-EUR370
million in FY2019, reflects its position as the largest, and
leading, lottery operator in Europe. The group has a strong
competitive advantage in all four countries in which it operates.
In the Czech Republic, although it does not have an exclusive
license, it has been the largest lottery operator for many years
and controls over 95% of the market. In its other three main
markets (Greece, Austria, and Italy), Sazka's subsidiaries hold
long-term exclusive licenses to operate lotteries, and they face
very little potential competition. This, coupled with its
substantial distribution networks and well-known brands, results in
good geographical diversification, limited competition and high
barriers to entry, differentiating Sazka from other rated gaming
companies. In our view, the exclusivity of the contracts supports
the business' long-term sustainability and is a primary support for
the rating."

Sazka benefits from its focus on the lottery segment, which
accounts for around 85% of total revenue. S&P views this segment as
having lower operational risk than other, more volatile, betting
products, but it acknowledges that it offers lower product
diversity. This is offset by the technological and product
synergies between the group's subsidiaries, and by its view that
lotteries are less volatile and less risky than sports betting.
This risk is further reduced by the long-term exclusive licenses
needed to operate in the lottery space, and by governments'
interest in keeping the business profitable. Its strong cash
generation, combined with the historically consistent level of
participation in lotteries across much of society, leads to higher
gaming tax income for the government.

Sazka is well-diversified geographically. It operates in all
continental Europe countries where lotteries are privately operated
(Czech Republic, Greece, Cyprus, Italy, and Austria). Although this
reduces its exposure to a single market, Sazka's profitability and
cash flows are still significantly exposed to Greece-based OPAP
(around 35% of group pro-rata 2019 EBITDA; pro forma increased to
40%) and to the recovering, but still unstable, Greek economy.
Although the rating on Sazka is not capped at the rating on Greece
(BB-/Positive/B), we do factor the risk associated with the
exposure to Greece into our analysis.

Sazka holds small stakes in most of its subsidiaries (despite
controlling some of them). This acts as a rating constraint because
we consider that the minority stakeholders could influence decision
making. Sazka's ability to extract and move cash between holdings
and up to the holding level in times of need could also be
hampered.

Historically, the individual entities within the group have been
resilient, able to adjust costs during periods of recession and
where governments have increased gaming taxes. S&P said,
"Therefore, we see the predictability of dividends paid to Sazka by
its subsidiaries as strong. We do not expect Sazka to expand
significantly in the lottery segment in the next couple of years,
given that no new privately operated market is expected to open up
in Europe. Nevertheless, we understand that should new lottery
markets transfer to private operators, or if any lottery license is
tendered, Sazka could be one of the bidders."

S&P said, "The stable outlook reflects our expectation that Sazka's
revenue will increase at about 16%-18% over the next 12 months
(like-for-like 6%-8%) and adjusted EBITDA will be at about EUR400
million-EUR410 million for end-2020. We also expect certain debt
reduction at the midcos, with the additional generated cash flows
leading to a decrease of pro rata adjusted debt to EBITDA toward
3.0x. The improved performance is expected to be mainly based on
assumed 6% additional ownership of OPAP, the full contribution of
video lottery terminals (VLTs) at OPAP, the introduction of new
products, and expansion of the online segment.

"We could upgrade Sazka in the next 12 months if its financial
measures strengthened beyond our base case; for example, as a
result of the group's subsidiaries outperforming, or
higher-than-expected reduction of debt, leading to a decrease in
adjusted leverage to below 3.0x and free operating cash flow (FOCF)
to debt to above 20% on a weighted-average basis. An upgrade would
also have to be supported by a public commitment from the
management to maintain a financial policy that supports the
adjusted credit metrics at the above-mentioned levels on a
sustainable basis, supported by a track record of achievement.

"We could consider a rating downgrade if Sazka's profitability and
FOCF deteriorated materially, thereby increasing the group's
debt-to-EBITDA ratio to above 4.0x and FOCF to debt to well below
20%. This could occur if the performance of Sazka's subsidiaries
was well below our expectation, or if there were a significant
regulatory or taxation change that threatened any of the companies'
exclusive positions in their respective markets. We could also take
a negative rating action if we perceived that the group pursued a
more aggressive financial policy, such as deviating from its
publicly stated leverage target owing to a material debt-financed
acquisition or dividend recapitalization."




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

K+S AG: Moody's Reviews Ba2 CFR for Downgrade on Profit Warning
---------------------------------------------------------------
Moody's Investors Service placed on review for downgrade the Ba2
Corporate Family Rating of K+S AG, the Ba2-PD probability of
default rating and the Ba2 rating assigned to its EUR500 million
senior unsecured bond maturing in June 2022. The rating outlook has
been changed to rating under review from stable.

RATINGS RATIONALE

RATIONALE FOR REVIEW FOR DOWNGRADE

Moody's has placed ratings on review to assess the impact from the
company's September 2019 profit warning on leverage and cash flow
generation. Moody's will also assess the information adequacy to
maintain ratings.

K+S on September 23, 2019 said that it expects the reduction of
fertilizer production for potassium chloride by up to 300,000
tonnes by the end of 2019 and that it would have a negative impact
on 2019 EBITDA by up to EUR80 million. The company's latest 2019
EBITDA guidance in mid-August was in the range of EUR730 million to
EUR830 million. Based on the EUR780 million midpoint of the range,
the negative EBITDA impact of up to EUR80 million would lower
EBITDA to around EUR700 million. Including Moody's adjustments its
2019 debt/EBITDA expectation is now around 5.5x, which is above
Moody's guidance range of 4.0x-5.0x for the Ba2. Moody's previous
expectation for 2019 leverage was 4.5x.

K+S is a non-participating issuer, which means that Moody's does
not have access to non-public information. Following the company's
announcement in May 2019 that it had refinanced its syndicated
credit facility, Moody's has not had access to the credit
documentation. This inhibits the rating agency's ability to
independently verify the documentation and to fully assess the
strength of K+S' liquidity. This includes whether financial
covenants are present and -- in the event that financial covenants
are present -- the covenant headroom in light of the deteriorating
EBITDA. As a stock market listed company, the public financial
disclosure of K+S is otherwise sufficient and allows for an
analysis of the operating performance and the capital structure.

During the review Moody's will take into account the updates to the
operating and financial performance for the first nine months of
2019 K+S publishes on November 14, 2019 as well as the revised
guidance for 2019 that the company intends to release on that day.
Moody's will also attempt to obtain information from the company in
order to thoroughly assess the company's liquidity profile.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could upgrade the ratings if the company established a
track record of positive FCF generation and debt/EBITDA below 4.0x.
Ratings could be downgraded if there is no visible trajectory to
becoming FCF positive by 2020 and the inability to deleverage to
below 5.0x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

COMPANY PROFILE

Headquartered in Kassel, Germany, K+S AG is one of the world's
leading potash fertilizer producers and the world's largest
supplier of salt products. The company operates six potash mines in
Germany and commissioned Bethune plant in Canada in 2017, as well
as numerous salt mines in Europe, North and South America. The
company for 2018 reported consolidated sales of EUR4.0 billion,
EBITDA of EUR606.3 million and an EBITDA margin of 15.0%. K+S on
November 5, 2019 had a market capitalisation of approximately
EUR2.5 billion.


SENVION GMBH: Siemens Gamesa Buys Selected Assets for EUR200MM
--------------------------------------------------------------
Emma Thomasson at Reuters reports that German-Spanish wind energy
company Siemens Gamesa has agreed to buy selected European assets
from insolvent German wind turbine manufacturer Senvion for EUR200
million (GBP172.63 million).

Reuters relates that Siemens Gamesa said the assets it is buying
include a large part of Senvion's European onshore services
business, all its intellectual property as well as an onshore blade
manufacturing facility in Vagos, Portugal.

Senvion, which is in self-administration after becoming insolvent
in April, said the deal would secure the jobs of more than 2,000 of
its staff, close to 60% of the total, adding it was working on
finding additional solutions, Reuters relays.

Senvion employs 3,500 people, including manufacturing sites in
Germany, Portugal, Poland and India.


SGL CARBON: S&P Affirms 'B-' ICR on Use of Financial Flexibility
----------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer credit rating on
SGL Carbon SE at 'B-', and its 'B' rating on the EUR250 million
secured bond due in 2024.

The rating affirmation is supported by SGL's ability to stabilize
its operations and finances in 2020 and start growing again in
2021. In S&P's view, the company's ability to offset its lower
earnings in 2019 and 2020 by taking actions such as lowering its
capex should prevent the debt level from increasing materially. In
S&P's view, the company's comfortable liquidity position bolsters
the current rating. It has no short-term maturities and ample
liquidity sources.

That said, the company's ability to absorb lower demand from its
end markets (automotive, chemical, and energy) or lower prices is
rather limited, and could result in a negative rating action in the
coming 12 months.

SGL has given its second profit warning for 2019 and now expects a
reduction in its EBITDA of about EUR10 million-EUR15 million for
2019 and 2020. This comes on top of the August profit warning in
which it lowered its EBITDA forecast for the same time frame by
around EUR10 million. Based on these announcements, S&P revised its
projection for reported EBITDA to about EUR110 million-EUR120
million in 2019 and EUR100 million-EUR120 million in 2020. Earlier
in the year, S&P had forecast EBITDA of more than EUR140 million
for 2019.

S&P said, "We understand that both announcements are linked to the
company's carbon fiber materials (CFM) division, which has
struggled to turn around its low competitive position in some
low-value products and better utilize its current production
capabilities. SGL's other division -- graphite materials and
systems (GMS) -- achieved year-to-date results ahead of our
previous projection. However, this momentum is likely to reverse
somewhat, given the general weakness in the market.

"In our view, the medium- and long-term fundamentals of the
company's core product applications -- energy, mobility, and
digitalization -- remain strong, and should support SGL's growth
and improved earnings over time. The company's main objective for
the coming years would be to ride the global trends, and continue
working with new and existing customers on new carbon fiber and
graphite products."

To mitigate the lower earnings in the coming quarters, the company
is taking steps to contain its debt at the current level. These
include:

-- Flexing capex in 2020 by more than EUR30 million. In S&P's
view, the company's ability to use its flexibility to reduce capex
may affect its ability to support growth over the medium term. SGL
will likely need to catch up and increase its spending in 2021 and
2022;

-- Cutting the workforce by 3%; and

-- Renegotiating some key contracts to better match the current
market conditions.

S&P said, "Under our base-case scenario, we project an adjusted
debt to EBITDA of slightly below 6.0x in both 2019 and 2020. We
view a level of 4.0x-5.0x as commensurate with the current rating.
Although visibility remains low, we factor in an improvement in the
EBITDA level toward the second half of 2020 and 2021, mainly
triggered by undergoing projects, with a smaller contribution from
a forecast recovery in the market." If EBIDTA improves as forecast,
SGL should be able to reduce leverage and its absolute debt level.

The company has yet to replace its former CEO, Juergen Koehler, who
resigned when SGL announced its first profit warning in late
August. S&P is monitoring the company's ability to navigate through
this period while building an effective leadership and a clear
strategy.

The negative outlook reflects the uncertainty over SGL's ability to
recover its operations and financial performance in the coming 12
months. Recovery could prove more difficult if market conditions
continue to deteriorate and SGL does not establish effective
leadership and a clear strategy.

S&P said, "In our revised base case, we forecast adjusted debt to
EBITDA of slightly below 6.0x in 2019 and in 2020, compared with
the 4x-5x range we view as commensurate with the existing rating.
In addition, we forecast slightly negative free operating cash flow
(FOCF) until the end of 2020.

"We do not factor other material organizational changes into our
rating, such as the revision of the company's strategy, its major
restructuring plans, or the departure of additional key personnel.

"We could lower the rating if we classified SGL's capital structure
as unsustainable. This would be the case if we revised downward our
base case for 2020 and thereafter." The triggers that could lead to
a lower rating include:

-- Adjusted EBITDA falling below EUR100 million;

-- Adjusted debt to EBITDA at 6.0x-6.5x in 2020, without any
prospect of rapid further improvement to 5.0x; and

-- Deterioration in the company's liquidity position, including a
material negative free cash flow.

A downgrade is likely if SGL experiences a continued sharp collapse
in demand for its products, and less meaningful contribution from
some of its ongoing initiatives.

S&P could revise the outlook to stable if it considered SGL able to
maintain leverage below 5x while generating neutral or positive
FOCF.

S&P would also look for clarity regarding the company's long-term
strategy and a track record of predictability in EBITDA and FOCF
generation, especially in the CFM division.




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L A T V I A
===========

DZINTARS: Court to Review Insolvency Claim vs. Cosmetics Producer
-----------------------------------------------------------------
Baltic Times reports that the Riga Pardaugava Court was set to
begin on Nov. 5 reviewing insolvency administrator Mareks Diks'
insolvency claim against the cosmetics producer Dzintars, LETA
learned at the court.

According to the report, the court's spokeswoman Viktorija Mezance
said that Dzintars' legal protection case had been at the court
since October 2016. The insolvency claim was received on October 21
this year.

Baltic Times relates that Diks told LETA that alterations to the
legal protection process prepared by Dzintars had not been approved
by the company's creditors, hence the insolvency claim.

On the other hand, Dzintars' board member Dagnija Maike told LETA
that the company's creditors had refused to wait until the end of
the year, when the company was planning to sell its production
facility and then settle its obligations to creditors, the report
relays.

"The company does not need the old Soviet-era production buildings,
so the plan provided for selling them. One of the prospective
buyers planned to arrive only in November, and the sale process
would take about three months, but creditors didn't want to wait,"
the report quotes Ms. Maike as saying.

Baltic Times adds that Ms. Maike said that Dzintars cosmetics
production business could be done in much smaller premises or a
new, compact plant could be built. "In any case, Dzintars will not
disappear because the brand, the trademarks and all patents as
intangible property that belongs to the company's true beneficiary
Ilja Gercikovs," Ms. Maike said.




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L U X E M B O U R G
===================

ARD FINANCE: Moody's Assigns Ba2 CFR, Outlook Negative
------------------------------------------------------
Moody's Investors Service assigned a Caa2 instrument rating to the
proposed senior secured PIK toggle notes due 2027 to be issued by
ARD Finance S.A.

Moody's has also assigned a B2 corporate family rating and a B2-PD
probability of default rating to ARD Finance S.A., the new top
entity carrying rated debt within the restricted group of
Luxembourg-based metal and glass packaging manufacturer Ardagh
Group S.A. Concurrently, Moody's has withdrawn the existing B2 CFR
and the B2-PD PDR of ARD Securities Finance SARL.

The outlook remains negative.

Proceeds from the new senior secured PIK toggle notes due 2027 will
be used to refinance the existing $770 million and EUR845 million
PIK toggle notes due 2023 issued by ARD Finance S.A. and the
existing $350 million PIK notes due 2023 ($399 million outstanding)
issued by ARD Securities Finance SARL, and to pay for transaction
fees and expenses. Moody's will withdraw the Caa2 rating on the
existing PIK notes and PIK toggle notes following their
redemption.

"The proposed refinancing is leverage neutral, it will simplify the
group structure, and improve the group's debt maturity profile.
However, free cash flow will weaken marginally as the company will
face a modest increase in interest costs," says Donatella Maso, a
Moody's Vice president -- Senior Analyst and lead analyst for
Ardagh. "Ardagh's rating continues to be constrained by its high
leverage for the rating category, of around 7.9x pro forma for the
transaction, which is unlikely to reduce materially over the next
12 to 18 months."

RATINGS RATIONALE

The proposed refinancing will simplify the group structure and
extend the debt maturity profile in a leverage neutral transaction,
although it also marginally increases the cash interest costs. This
will reduce the expected interest cost savings of $125 million from
the planned debt prepayment with the $2,500 million proceeds from
the F&S's disposition expected to occur by the 2nd of December.

Ardagh's leverage, pro forma for the proposed refinancing and the
spin-off of its F&S business, remains high for the rating category
at around 7.9x.

Furthermore, Ardagh's operating performance has been substantially
flat in 2019, on a reported basis, despite good momentum in both
North American metal and European glass packaging, due to adverse
FX movements, volume pressure in the North America glass division
and slightly lower selling prices in the European metal
operations.

While the rating agency does not expect any material deleveraging
from this level over the next 12 to 18 months, it anticipates a
degree of improvement in the company's free cash flow driven by
reduction of exceptional costs and quick pay back projects from
2020. The ability to deleverage through cash flow generation
remains an important supporting factor for the rating, in the
context of the high leverage and the expected limited EBITDA
growth.

Moody's would also like to draw attention to certain governance
considerations with respect to Ardagh. The company has an
aggressive financial policy characterised by debt-funded M&A and
dividend distributions and overall high tolerance for elevated
leverage.

The B2 CFR continues to be supported by the company's scale, albeit
reduced with the F&S disposal, its leading market positions both in
the glass and metal packaging industries, and some diversity across
regions and segments. The scale provides opportunities to protect
its EBITDA and generate growth from cost savings and targeted
capital investments in a generally stable, low-growth environment
with overcapacity in some areas. Ardagh also benefits from long
term customer relationships and pass through clauses in the
majority of contracts which partly mitigate a fairly concentrated
customer base and exposure to input cost inflation.

LIQUIDITY

Ardagh's liquidity remains solid with EUR544 million of cash as of
September 2019, $546 million availability under its asset-based
loan facility (ABL) due 2022 (which has decreased to $700 million
from $850 million to reflect the reduced size of the company) as
well as certain supplier financing and non-recourse factoring
arrangements (both committed and uncommitted). These sources are
considered sufficient to cover seasonal fluctuations in working
capital, maintenance capital expenditures and payback projects,
while there is no mandatory debt amortisation until 2022. Moody's
expects limited but improving free cash flow generation over the
rating horizon.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR assigned to ARD Finance S.A. is in line with the CFR.
This is based on a 50% recovery rate, as is typical for
transactions with bank debt and bonds. The Caa2 rating assigned to
the new PIK toggle notes to be issued by ARD Finance S.A. reflects
the significant amount of debt ranking ahead and its reliance on
the dividend distribution from the listed entity Ardagh Group S.A.
The PIK toggle notes at ARD Finance S.A. benefit from a pledge over
shares of Ardagh Group S.A. and ARD Group Finance Holdings S.A. and
are not guaranteed.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects a degree of deterioration of Ardagh's
credit metrics over the last year, as well as Moody's expectation
of very limited deleveraging in the next 12 to 18 months. To
stabilize the outlook Ardagh should deliver some EBITDA growth or
further reduce its elevated debt and show a deleveraging trajectory
towards 7.0x, either organically or inorganically with a more
conservative financial policy. The outlook also incorporates
Moody's assumption that the company will not lose any material
customer and it will not engage in material debt-funded
acquisitions, or shareholder remuneration, of which the company has
a track record.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Given Ardagh's current high leverage, meaningful steps of
deleveraging for the entire group would be needed for upward
pressure on the rating to develop. More specifically, the ratings
could come under positive pressure should Ardagh be able to reduce
Moody's-adjusted debt/EBITDA sustainably below 6.0x and generate
Moody's-adjusted free cash flow to debt above 5%, both on a
sustainably basis.

Conversely, the ratings could come under negative pressure should
the company deviate from a gradual deleveraging trajectory, for
example from weakening operating performance or further debt
increases, so that Moody's-adjusted debt/EBITDA remains materially
above 7.0x for an extended period of time, or if free cash flow
turns negative thereby reducing the company's ability to repay
debt. A downgrade should also be considered if the debt prepayment
in conjunction with the disposition of F&S does not occur as
announced.

LIST OF AFFECTED RATINGS

Issuer: ARD Finance S.A.

Assignments:

Probability of Default Rating, Assigned B2-PD

Long-term Corporate Family Rating, Assigned B2

Senior Secured Regular Bond/Debenture (Local/Foreign Currency),
Assigned Caa2

Outlook Actions:

Outlook, Remains Negative

Issuer: ARD Securities Finance SARL

Withdrawals:

Long-term Corporate Family Rating, Withdrawn, previously B2

Probability of Default Rating, Withdrawn, previously B2-PD

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.
COMPANY PROFILE

ARD Finance S.A. is a parent company of Ardagh Group S.A., a New
York Stock Exchange listed company and one of the largest suppliers
globally of metal and glass containers primarily to the food and
beverage end markets. Pro forma for the F&S disposition, the
company operates 56 production facilities (23 metal beverage can
production facilities and 33 glass container manufacturing
facilities) in 12 countries with significant presence in Europe and
North America, employing c. 16,400 people.




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

OI EUROPEAN: Moody's Rates Sr. Unsec. Notes 'Ba3'
-------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the Senior
Unsecured Notes issued by OI European Group B.V., a subsidiary of
Owens-Illinois Inc. The Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating, all other instrument ratings, the
SGL-2 rating and the Negative Outlook for Owens-Illinois Inc.
remain unchanged. The proceeds will be used to repay the remaining
portion of the 2020 unsecured notes issued at OI European Group
B.V. and repay outstanding borrowings under the bank credit
facility. The transaction is credit neutral as the total debt
remains the same, but the refinancing will result in lower interest
expense, increase in free cash flow, and extend the maturity
profile.

Assignments:

Issuer: OI European Group B.V.

  Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)

RATINGS RATIONALE

Strengths in Owens-Illinois Inc.'s credit profile includes a
leading position in the glass packaging industry, wide geographic
footprint and continued focus on profitability over volume. The
company has led the industry in establishing and maintaining a
strong pricing discipline and improving operating efficiencies
which has had a measurable impact on its operating performance and
the competitive equilibrium in the industry. OI is one of only a
few major players that have the capacity and scale to serve larger
customers and has strong market shares globally, including in
faster growing emerging markets. The company has a wide geographic
footprint and the industry is fairly consolidated in many markets.

Weaknesses in OI's credit profile include high concentration of
sales, high percentage of premium products and the asbestos
liabilities. The ratings are also constrained by the mature state
of the industry, cyclical nature of glass packaging and lack of
growth in developed markets. Glass is considered a package for
premium products and subject to substitution and trading down in an
economic decline. OI is heavily concentrated with a few customers
in the beer industry and has a high concentration of sales in
mainstream bottled beer, but no customer generates more than 10% of
consolidated net sales. Additionally, OI generates approximately
two-thirds of its sales internationally while half of the interest
expense is denominated in U.S. dollars.

The rating outlook is negative. The negative outlook reflects the
company's stretched credit metrics and the lack of room for
negative variance in the operating plan. OI has missed projected
expectations and will need to execute on its multi-pronged
operating plan in a challenging environment in order to improve
metrics to a level within the rating category.

The rating outlook could be stabilized if OI sustainably improves
credit metrics to a level within the rating category within the
context of a stable operating and competitive environment.
Specifically, the ratings could be stabilized if funds from
operations to debt improved to at least 12.5%, debt to EBITDA
improved to 4.8 times or less, and/or EBITDA to interest expense
remains at least 4.0 times. An upgrade is unlikely given OI's
current credit metrics and profile. However, the ratings could be
upgraded if there is evidence of a sustainable improvement in
credit metrics within the context of a stable operating profile and
competitive position. Specifically, the ratings could be upgraded
if funds from operations to debt increases to greater than 16%,
EBITDA to interest expense increases above 5.0 times and debt to
EBITDA declines below 4.0 times.

The ratings could be downgraded if there is deterioration in the
credit metrics, further decline in the operating and competitive
environment, and/or further increase in the asbestos liability.
While further large acquisitions are not anticipated, the rating
and/or outlook could also be downgraded for extraordinarily large,
debt-financed acquisitions or significant integration difficulties
with any acquired entities. Specifically, the ratings could be
downgraded if funds from operations to debt remains below 12.5%,
debt to EBITDA remains above 4.8 times, and/or the EBITDA to
interest expense remains below 4.0 times.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. is one of
the leading global manufacturers of glass containers. The company
has a leading position in the majority of the countries where it
operates. OI serves the beverage and food industry and counts major
global beer and soft drink producers among its clients. Revenue for
the 12 months ended June 30, 2019 was approximately $6.8 billion.

The speculative grade liquidity rating of SGL-2 reflects the
company's good liquidity profile including large cash balances, an
expectation of positive cash flow and adequate external liquidity.
OI generally holds a significant cash balance, but cash on hand is
largely held overseas and mostly in USD to support offshore working
capital needs. OI's cash and short-term holdings are held in liquid
investments of high credit quality and conservatively managed. The
company produces sufficient cash flow to cover its cash needs, but
generally needs to draw on the revolver to cover peak working
capital needs in the first quarter. OI has a $300 million revolver
and a $1,200 million multicurrency revolver which both expire June
2024. The company also has a significant amount of uncommitted
credit lines in certain geographies. The credit facility has one
financial covenant, a maximum net leverage ratio of 5.0 times.
Cushion under the covenant is expected to be modest. Annual
amortization on the term loans is 1.25%, 2.50%, 3.75%, 5%, 5%, and
82.50% over the term. Sources of alternate liquidity include the
company's real estate which is excluded from the collateral under
the credit facility. The next significant debt maturity is the
€250 million 6.75% senior unsecured notes due September 2020.

The SGL-2 rating is sensitive to the size of the credit facility,
additional acquisitions that will require additional working
capital investments and the amount and location of cash.

OI manufactures glass and is subject to a broad range of federal,
state, provincial and local environmental, health and safety laws,
including those governing discharges to air, soil and water, the
handling and disposal of hazardous substances and the investigation
and remediation of contamination resulting from the release of
hazardous substances. The company has a broad international
footprint and manufactures products in developed markets which nave
more regulations and emerging markets which have less. While
packaging manufacturers mostly produce products to customer
specifications and primarily operate a tolling model (passing
through most costs to customers and just getting paid to convert
raw materials into containers), increasing regulation will require
continued attention and vigilance. The company will need to
continue to focus on building quality products and adapting to an
evolving regulatory environment.

OI, and the packaging sector in general, has overall moderate
social risk. The primary risks driving this are employee health and
safety risks and demographic and societal trends offset by many low
risks in customer relations and human capital. OI's human capital
risks are moderate despite the level of unionization given the
generally good relations with the unions that are active. The
company's health and safety risks are moderate reflecting the usual
risks found in a manufacturing environment offset by the lack of
exposure to toxic substances or dangerous processes found in many
other manufacturing plants. This also reflects OSHA regulations to
which all manufacturers are subject. Responsible production risk is
moderate given the current focus on sustainability and
recyclability of metal. Demographic and societal trends risk is low
given the sustainability of metal packaging . Given the
predominance of food and beverage packaging, the impact of
demographic trends is considered moderate.

Governance risks are less than the most other companies in the
sector due to the lack of PE ownership (public company).

The principal methodology used in this rating was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.


OI EUROPEAN: S&P Rates New EUR300MM Senior Notes Due 2025 'BB-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to OI
European Group B.V.'s proposed EUR300 million senior unsecured
notes due 2025. The company's parent, Owens-Illinois Group Inc.,
will guarantee the notes. S&P expects the company to use the
proceeds from these notes to redeem the remaining EUR250 million
outstanding on its 2020 notes as well as other bank debt. All of
S&P's other ratings on Owens-Illinois Inc. and its subsidiaries
remain unchanged, including our 'BB-' issuer credit rating.





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

ALHAMBRA SME 2019-1: DBRS Assigns Prov. BB(low) Rating on C Notes
-----------------------------------------------------------------
DBRS Ratings Limited assigned the following provisional ratings to
the Class A Notes, Class B Notes, and Class C Notes (together, the
Rated Notes) to be issued by Alhambra SME Funding 2019-1 DAC (the
Issuer):

-- Class A Notes rated AAA (sf)
-- Class B Notes rated AA (sf)
-- Class C Notes rated BB (low) (sf)

The Class D Notes, Class E Notes, Class Z1, and Class Z2 Notes are
unrated by DBRS Morningstar.

The rating on the Class A Notes addresses the timely payment of
interest and ultimate payment of principal on or before the final
maturity date in October 2029. The provisional ratings on the Class
B and Class C note to address the ultimate payment of interest and
principal on or before the final maturity date.

The ratings are provisional and will be finalized upon receipt of
an execution version of the governing transaction documents. To the
extent that the documents and information provided to DBRS
Morningstar as of this date differ from the executed version of the
governing transaction documents, DBRS Morningstar may assign
different final ratings to the Rated Notes.

The transaction is a public cash flow securitization collateralized
by a portfolio of loans extended to Spanish small and medium-sized
enterprises and middle-market corporate. Be-Spoke Capital (Ireland)
Limited (BCI) will act as the origination agent, Be-Spoke Capital
(London) Limited (BCL) will be the servicer and Be-Spoke Capital
(Spain) S.L. (BCS) will be the service provider.

As of October 17, 2019, the transaction's portfolio included 52
loans to 48 borrowers, totaling EUR 274.98 million, all the loans
are amortizing and the loans are primarily unsecured, though a
number of the loans are supported by corporate guarantees and
pledges. This portfolio is a static pool selected based on the
eligibility criteria being satisfied at the time of inclusion with
the exception of two borrowers currently rated CCC (high). In the
event that any loans breach the eligibility criteria, ineligible
loans will be replaced with loans that satisfy the eligibility
criteria and maintain or improve the collateral quality tests.

The portfolio is well diversified in both borrower size and
different industries. The "Building and Development" and "Surface
Transport" sectors have the highest concentrations in the pool,
representing 15.3% and 13.1% each of the outstanding balance,
respectively. The "Lodging & Casinos" (10.9%) sector has the
third-largest exposure based on the DBRS Morningstar Industry
classification. The largest obligor and smallest obligor groups
represent 3.6% and 0.7% of the outstanding balance, respectively.

The transaction incorporates both an interest and principal
waterfall. The interest waterfall includes principal deficiency
ledgers for each class of notes, which, according to DBRS
Morningstar's cash flow analysis and the terms of the transaction
documents, results in DBRS Morningstar's ratings addressing the
timely payment of interest for the Class A Notes and ultimate
payment of interest for the Class B and Class C notes. Except for
the senior-most class of notes, the transaction documents permit
the deferral of interest, and this mechanism is not considered an
event of default.

The transaction is structured to initially provide 51.8% of credit
enhancement to the Class A Notes. This includes the subordination
of Class B to Class Z2 notes (part of the Z2 notes are not
collateralized, this is to cover for the upfront costs). The
transaction also benefits from an unfunded reserve fund which, once
topped up to its required level of EUR 4,000,000 from excess
spread, will be available to cover any shortfalls in interest
payments for the Rated Notes and the PDLs.

DBRS Morningstar used the publicly available CLO Asset Model to
determine a lifetime pool default rate at the respective rating
levels. The CLO Asset Model takes key parameters of the portfolio
and employs a Monte Carlo simulation to determine cumulative
default rates (or hurdle rates) at each rating stress level.
Break-even default rates for each rated class of notes were
determined in accordance with DBRS Morningstar's "Cash Flow
Assumptions for Corporate Credit Securitizations" methodology.

DBRS Morningstar observed that some borrowers might not always
adhere to their reporting obligations under the loan agreements.
This is due to the nature of the nascent direct lending market and
some borrowers not being accustomed yet to continuous reporting
being a contractual obligation. DBRS Morningstar believes this will
improve over time amid borrower and servicer continuous
communication. Borrower failure to adhere to reporting obligations
could create additional rating volatility, particularly given the
static nature of the portfolio. As a result, DBRS analysis includes
a tiered additional negative rating migration assumption for the
top borrowers resulting in higher hurdle rates at each rating
stress level.

For the underlying collateral analysis, DBRS Morningstar will
either use (1) its own publicly available ratings of each obligor;
(2) publicly available obligor ratings from other nationally
recognized statistical rating organizations when DBRS Morningstar
ratings are not available; and (3) necessary information provided
by the servicer for DBRS Morningstar to complete the credit
estimate if no public ratings are available.

Notes: All figures are in euro unless otherwise noted.




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

BREITLING HOLDINGS: Moody's Assigns B2 CFR, Outlook Negative
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
a B2-PD probability of default rating to Breitling Holdings S.a
r.l. Moody's has also assigned B2 instrument ratings to the euro
equivalent CHF564 million term loan B and the CHF80 million
revolving credit facility raised by Breitling Financing S.a r.l.
The outlook on both entities is negative.

"Breitling's B2 rating reflects its strong brand and its high
earnings growth in recent quarters," says Vincent Gusdorf, a Vice
President -- Senior Credit Officer and lead analyst for Breitling.
"However, the negative outlook reflects Moody's view that
Breitling's leverage will remain high over the next 12 months
because it increased its term loan to pay a dividend," Mr. Gusdorf
added.

RATINGS RATIONALE

The B2 rating of Breitling incorporates (1) its well-known brand;
(2) its strong operating performance under the ownership of private
equity fund CVC; (3) its track record of stable unit sales in
2015-2016 despite the decline of the luxury watch industry; and (4)
its relatively high interest coverage ratios, with a
Moody's-adjusted EBIT/interest forecast to be about 3.5x-4x in
fiscal year 2020 (ending on March 31).

However, Breitling's rating also factors in (1) its small size,
with CHF453 million of revenues in 2018; (2) a narrow product
portfolio comprising only luxury watches which, together with a
short track record of financial data, constrain visibility on
future revenues and profit; (3) a highly leveraged financial
structure, with a Moody's-adjusted (gross) debt/EBITDA forecast at
about 6.0x in fiscal 2020 with only slow deleveraging projected;
and (4) its private equity ownership, which has driven a less
conservative financial policy, as shown by the CHF158 million
dividend paid in November 2019.

Moody's forecasts that Breitling's leverage will improve to about
5.8x in fiscal 2021 from 6.0x in fiscal 2020, hence remaining at
the upper limit of the range commensurate with a B2 rating.
Assuming no additional acquisitions of watch distributors,
Breitling should generate about CHF10 million of Moody's-adjusted
free cash flows in fiscal 2020 (excluding the dividend paid to
shareholders in fiscal 2020). This assumes a CHF25 million working
capital cash outflow and CHF25 million of capital expenditure.

Recent performance has been strong. Since CVC took over Breitling,
it has rejuvenated its brand, streamlined its product offering,
increased its prices, expanded its Asian operations and developed
its online presence. It has also absorbed local distributors in
several countries, notably in Germany and Singapore, which added
CHF28 million of revenue in fiscal 2019, and contributed to 15%
year-on-year growth. The rating agency forecasts a 15% year-on-year
revenue growth in fiscal year 2020 and a Moody's-adjusted EBITDA
margin of 22% thanks to the annualised contribution of distributors
purchased in 2018, commercial initiatives and cost savings. Recent
trading is supportive, with a 26% year-on-year increase in revenue
over the April-July 2019 period and an 85% rise in
management-adjusted EBITDA.

Moody's expects Breitling to maintain good liquidity over the next
18 months. The company anticipates that it will keep CHF43 million
of cash on balance sheet after the dividend payment and will have
access to an undrawn CHF80 million revolving credit facility
expiring in 2023. There are no significant term debt maturities
until then.

The RCF is subject to a net senior secured leverage covenant of
8.5x activated if drawings exceed 40%, which provides ample
headroom compared to a leverage at the transaction's closing
estimated at 5.25x. Moody's does not expect the RCF to be drawn
over the next 18 months.

STRUCTURAL CONSIDERATIONS

Breitling's debt comprises a euro-denominated term loan B of CHF564
million equivalent maturing in 2024and a CHF80 million RCF maturing
in 2023. These credit facilities are senior secured and rank pari
passu with each other.

The holding Breitling Financing S.a r.l. is the issuer of the RCF
and the term loans. These debt instruments are guaranteed by the
parent holding company Breitling Holdings S.a r.l. along with
domestic and foreign subsidiaries, which together generate at least
80% of Breitling's reported EBITDA. The RCF and the term loans are
secured by share pledges, intellectual property rights, certain
hedging arrangements, and material intercompany receivables.

Moody's rates the RCF and the term loans B2, in line with the CFR,
reflecting their pari passu ranking and the absence of any
significant liabilities ranking ahead or behind. The B2-PD
probability of default rating (PDR) is in line with the B2 CFR
assuming a 50% recovery rate commensurate for a capital structure
comprising bank debt with loose covenants.

ESG CONSIDERATIONS

In the case of Breitling, Moody's believes that governance is the
most important consideration. The payment of a sizable dividend
only two years after CVC's acquisition is a demonstration of the
company's aggressive financial policy, in Moody's view. Following
the dividend payment, Breitling has no debt capacity left within
its rating category. Although the documentation of the credit
facilities provides some restrictions, Moody's thinks that
Breitling will amend it again if necessary to pay another
dividend.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that Breitling's
leverage will remain at the upper end of the range commensurate
with a B2 rating. The Moody's-adjusted debt/EBITDA ratio should
reach 6.0x in fiscal 2020 and 5.8x in fiscal 2023, assuming that
Breitling does not increase its debt further to finance additional
dividends or acquisitions.

WHAT COULD CHANGE THE RATING UP/DOWN

The rating agency could downgrade Breitling over the next 12 months
if it fails to reduce its Moody's-adjusted (gross) debt/EBITDA
below 6x or if its Moody's-adjusted free cash flow turns negative.
Such a scenario could unfold, for instance, if Breitling pays
another dividend to its shareholders or it makes a sizable
debt-financed acquisition. A deterioration in revenue or a failure
to grow EBITDA caused for instance by an economic or industry
downturn could also trigger a downgrade.

Rating upside is limited at this stage. However, Moody's could
upgrade Breitling if its Moody's-adjusted (gross) debt/EBITDA falls
below 5x on a sustainable basis and it achieved a track record of
significantly positive FCF generation. This would require the
company to generate higher EBITDA growth than Moody's currently
forecasts as well as a commitment from the company and its
shareholder to sustain stronger credit ratios for a prolonged
period.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

COMPANY PROFILE

Breitling is a Switzerland-based manufacturer of luxury watches. On
April 28, 2017, CVC agreed to acquire an 80% stake in the company
from the Schneider family for an enterprise value of CHF823
million. Theodore Schneider, Breitling's former executive chairman,
subsequently sold the remaining 20% to CVC in 2018 for CHF87
million.

Most of Breitling's earnings come from sales to wholesalers in
developed markets. In fiscal 2019, revenues generated in Europe and
the Americas accounted respectively for 44% and 31%. By channel,
82% of sales were made wholesale, with remaining revenues split
between sales to retailers and directly-owned stores.




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

666BET: Director Settles GBP67MM Claims with Liquidators
--------------------------------------------------------
Simon Goodley at The Guardian reports that alleged tax avoidance
scheme mastermind Paul Bell has secretly agreed to settle claims of
GBP67 million with the liquidators of his former companies.

Mr. Bell, who was arrested in 2015 in connection with an alleged
GBP21 million tax fraud, struck the confidential deal in May, The
Guardian relates citing documents filed at Companies House in
September by the insolvency firm RSM, which is winding up the
financier's former empire.

The Guardian relates that Mr. Bell was once said to be worth GBP400
million and had investments in a string of businesses. He was also
a director of the online bookmaker 666Bet, which was promoted by
the football manager Harry Redknapp before it went out of
business.

According to the Guardian, filings relating to the liquidation of
Mr. Bell's former businesses state: "Global claims of GBP67 million
were identified which could be validly pursued against Mr. Bell . .
. Following mediation, all claims against Mr. Bell and the
underlying dispute were compromised by way of a confidential
settlement agreement . . . All settled monies are to be received by
Gateley PLC (the joint liquidators' solicitors) via Hill Dickinson
LLP, on behalf of Mr. Bell, in accordance with the settlement."

Separate court filings detailing the settled claims showed how Mr.
Bell stood accused by his former businesses of making payments that
"were not made to discharge bona fide liabilities", while he was
also said to have disbursed funds "for the improper purpose of
benefiting the defendant, his family, associates and/or other
companies in which he was interested," the Guardian discloses.

The Guardian relates that the documents claim that one of his
former companies, the Gibraltar-based MG Engineering & Consultancy,
suffered losses of more than GBP45 million because of the
financier's actions. A further 12 companies were said to have lost
sums ranging from more than GBP6 million down to GBP90,000.

In his defence documents, Mr. Bell denied wrongdoing and said he
did not admit that his companies had suffered loss or damage
because of his alleged actions, the Guardian says.

The Guardian adds that the confidentiality agreement surrounding
the settlement means that it is not yet clear how much of the GBP67
million of claims Mr. Bell will end up paying, although some
payments have begun to trickle in.

Filings made at Companies House show that, so far, GBP273,517.41
has been received by EV Construction & Management, plus a further
GBP200,899.54 by Pavillion Management Services, two of six former
Bell companies that launched legal claims against their former
owner, the Guardian discloses.

One insolvency expert said: "Ultimately, the liquidator will have
to declare how much has been paid by statute. Probably, Paul Bell
wants to defer public knowledge of what has been paid for some
time," the Guardian relays.

According to the report, the financier has been investigated by the
taxman for an alleged massive VAT fraud carried out through payroll
companies that processed hundreds of millions of pounds in wages
for legitimate businesses. While he was arrested in 2015, he has
not been charged and he has previously "vigorously denied any
wrongdoing".

RSM said it could not provide details of the agreement, the
Guardian adds.


BRITISH STEEL: Jingye Emerges as Frontrunner to Buy Business
------------------------------------------------------------
BBC News reports that China's Jingye Group has emerged as the
frontrunner to buy British Steel out of insolvency.

According to BBC, a possible deal has emerged after a preliminary
offer from Turkish company Ataer faltered in late October, leaving
the company in limbo.

Since May, British Steel has been kept running by the government as
it seeks a buyer for the business, BBC states.

The Official Receiver, which is handling the insolvency process,
declined to comment, BBC notes.

Some 5,000 jobs hang in the balance at British Steel's Scunthorpe
plant, and another 20,000 in the supply chain, BBC discloses.

Jingye Group, which also makes steel, is reportedly looking to
reach an agreement in principle by next Monday, Nov. 11, according
to BBC.

Its chairman, Li Ganpo, visited British Steel sites last week and
met with Scunthorpe MP Nic Dakin and Andrew Percy, representative
for the Brigg and Goole constituency, BBC relays.

Mr. Percy, as cited by BBC, said he had been assured that if Jingye
succeeds in buying British Steel, it would protect the company.

There is no guarantee an agreement will be struck with Jingye,
which has returned to the bidding process after having previously
pulled out, BBC notes.

If an offer is formally tabled it would also take weeks of legal
work and administration to finalize, BBC says.

Talks with Ataer are also continuing, the Official Receiver, as
cited by BBC, said in late October.

                      About British Steel

British Steel Limited is a long steel products business founded in
2016 with assets acquired from Tata Steel Europe by Greybull
Capital.  The primary steel production site is Scunthorpe
Steelworks, with rolling facilities at Skinningrove Steelworks,
Teesside and Hayange, France.

British Steel has about 5,000 employees.  There are 3,000 at
Scunthorpe, with another 800 on Teesside and in north-eastern
England.  The rest are in France, the Netherlands and various sales
offices round the world.

British Steel was placed in compulsory liquidation on May 22, 2019.
The liquidation came after the Company failed to obtain an
emergency state loan of about GBP30 million.

The Government's Official Receiver has taken control of the company
as part of the liquidation process.  Accountancy firm EY has been
named Special Manager in the case, and will be assisting the
Receiver.

The Company will be trading normally as its search for a buyer is
ongoing.


CERTES CAPITAL: Goes Into Voluntary Liquidation
-----------------------------------------------
Guernsey Press reports that Certes Capital Limited, formerly
Marlborough Pension Trustees Limited, has gone into voluntary
liquidation and is insolvent.

According to Guernsey Press, the Guernsey Financial Services
Commission, which investigated the company's failings, said it
would have fined the business GBP30,000 if it was still operating.

Guernsey Press says the trust was working with corporate and
private clients to provide pensions and savings options and in
October 2016 Certes became a managed trust company of another
licensee under the fiduciaries law.

The licensee then commissioned a review of investments held by
pension schemes administered by Certes, which raised a number of
concerns between August 2009 and October 2016, the report relates.

They centred around pension scheme members, introduced by one
introducer, who were mainly former UK military personnel and who
had transferred their UK Government defined benefit pension scheme
to a defined contribution scheme administered by Certes, the report
discloses.

Certes, at the prompting of the licensee, reported these concerns
to the commission in May 2017, Guernsey Press recalls.

According to Guernsey Press, the GFSC report found that Certes had
appointed the introducer as the investment manager for the scheme
members' accounts, despite not being regulated.

A Certes file note stated that the introducer had considerable UK
pension experience, but there was little evidence for this,
Guernsey Press relays.

'Given that Certes was aware that the introducer was not regulated,
it is not clear, on the evidence that was provided to the
commission, how Certes reached the conclusion that the introducer
was suitably qualified and competent to be appointed as investment
manager,' the GFSC report, as cited by Guernsey Press, stated.

'Certes subsequently removed the introducer as investment manager
for scheme members' accounts. The commission was informed that the
introducer was not performing in a sufficient way as investment
manager and Certes felt it needed to appoint a qualified investment
house.'

Guernsey Press says the introducer was replaced with an Isle of Man
regulated investment management firm, on the recommendation of the
introducer.

There was no evidence to demonstrate whether any compliance checks
or due diligence was undertaken into the new investment manager.

'Certes failed to demonstrate that appropriate consideration or
investigation was undertaken in respect of the new investment
manager's qualifications and competence,' the GFSC report stated.

The situation raised due diligence concerns, Guernsey Press notes.

Guernsey Press says the due diligence forms and compliance checks
on the introducer were not completed prior to the acceptance of the
introducer and were still being completed after it had been
accepted.

Certes also did not check whether the introducer was suitable or
competent for the role, Guernsey Press relays.

Concerns were raised that Certes' annual pension fund valuations
were not accurate, as some funds had been suspended.

'The suspended funds had been given a full market value and not all
assets had been revalued on a regular basis,' the report stated.

'Accordingly, the annual valuations were potentially misleading and
suggestive that the investments were performing better than they
were.'

A review also found that underlying investments appeared to be in
high risk investments, despite most members requesting a low or
medium risk strategy, adds Guernsey Press.

'Certes therefore failed to ensure that the investments were
managed professionally and responsibly,' the report stated.

The GFSC noted that Certes had received a number of complaints from
former members of the UK Government pension schemes about the
performance of their pension. It had then made minor efforts to
rectify the issues identified, although it did not take sufficient
steps to effectively remedy the issues, reports Guernsey Press.


HEFESTO STC: DBRS Confirms CCC Rating on Class B Notes
------------------------------------------------------
DBRS Ratings Limited confirmed its BBB (low) (sf) and CCC (sf)
ratings of the Class A and Class B notes issued by Hefesto, STC,
S.A.

The notes were backed by a EUR 482 million portfolio by gross book
value (GBV) consisting of secured and unsecured non-performing
loans (NPLs) originated by Banco Santander Totta, S.A. (BST). The
secured loans disbursed to individuals are serviced by Whitestar
Asset Solutions S.A. (Whitestar), the secured loans disbursed to
corporate are serviced by HG PT, Unipessoal, Lda (Hipoges) and the
unsecured loans are serviced by Proteus Asset Management,
Unipessoal, Lda. (Altamira) (together, the Special Servicers).

At cut-off, approximately 51.4% of the pool by GBV was secured by
commercial and residential loans. The secured loans included in the
portfolio are backed by properties distributed across Portugal,
with concentrations in the judicial districts of Lisbon, Porto, and
Setubal. The majority of loans in the portfolio defaulted between
2013 and 2017 and are in various stages of the resolution process.

In its analysis, DBRS Morningstar assumed that all loans are worked
out through an auction process, which generally has the longest
resolution timeline.

According to the most recent semi-annual payment report provided by
Citibank, N.A., London-Branch (the Principal Paying Agent), the
actual cumulative collections totaled EUR 8.7 million for the first
year after closing. The expected business plan (BP) provided by the
Special Servicer assumed cumulative gross disposition proceeds
(GDP) of EUR 4.7 million during the relevant collection period,
which is 85% lower than the amount collected so far. Therefore, the
transaction is overperforming by an amount of approximately EUR 4.0
million as compared with the servicer's initial BP.

At issuance, DBRS Morningstar estimated a GDP for the same one-year
period of EUR 1.1 million in the BBB (low) (sf) stressed scenario,
which is EUR 7.6 million lower as compared with the actual amount
of collections. DBRS Morningstar will closely monitor whether the
current outperformance compared with the initial business plan and
its expectations are sustainable.

The coupon on the Class B notes, which represent the mezzanine
debt, may be repaid prior to the principal of Class A notes unless
certain performance-related triggers are breached. As per the
latest payment report from May 2019, no subordination events have
occurred.

The ratings are based on DBRS Morningstar's analysis of the
projected recoveries of the underlying collateral, the historical
performance and expertise of the Special Servicers, the
availability of liquidity to fund interest shortfalls and
special-purpose vehicle expenses, the cap agreement with Banco
Santander, S.A. and the transaction's legal and structural
features.

Both the DBRS Morningstar timing and value stresses are based on
the historical repossessions data of the Special Servicers. DBRS
Morningstar's BBB (low) (sf) and CCC (sf) ratings assumed haircuts
of 28.0% and 0.9%, respectively, to the Special Servicers' initial
BP for the portfolio.

Notes: All figures are in Euros unless otherwise noted.


INTU: May Seek Extra Cash From Shareholders to Pay Down Debts
-------------------------------------------------------------
Michael O'Dwyer at The Telegraph reports that Intu has warned it is
likely to seek extra cash from shareholders as the shopping centre
firm battles falling rental income and struggles to sell assets.

According to The Telegraph, the Lakeside and the Trafford Centre
owner is preparing to tap up the stock market for vital funds --
but analysts said Intu's tumbling share price could make it
impossible to raise enough cash.

Kempen analyst Max Nimmo said Intu may need to raise between GBP1
billion and GBP2 billion, The Telegraph relates.  He added this
would seriously reduce the percentage of the firm owned by existing
shareholders, saddling them with major losses, The Telegraph
notes.

Deutsche Bank warned there is a heightened risk Intu may not be
able to raise enough money from investors to pay down its debts,
The Telegraph discloses.


MALLINCKRODT PLC: S&P Lowers LT ICR to 'CC' on Exchange Offers
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating to
'CC', its senior secured rating to 'CCC', its senior unsecured
rating to 'CC', and its subordinated unsecured rating to 'C' on
Staines-Upon-Thames, U.K.-headquartered specialty pharmaceutical
manufacturer Mallinckrodt plc and placed all ratings on CreditWatch
with negative implications.

S&P said, "Our ratings reflect our view that Mallinckrodt's
announced exchange offers and consent solicitations to unsecured
lenders are distressed exchanges, based on our opinion that
consenting lenders will receive less than the original promise of
the debt at the close of the transaction.

"We expect to resolve the CreditWatch at the close of the exchange
transaction (the settlement date is expected promptly after the
expiration time of the exchange offers and consent solicitations on
Dec. 4, 2019), at which point we expect to lower the issuer credit
rating to 'SD' and update our recovery analysis based on the new
capital structure.

"We believe the successful completion of the exchange will be
positive for the company because of the lower nominal amount of
debt outstanding, and we expect to rate the company based on
conventional default risk after likely lowering the issuer rating
to 'SD' at the close of the transaction."


MOTHERCARE PLC: Appoints PricewaterhouseCoopers as Administrators
-----------------------------------------------------------------
Samantha Machado at Reuters reports that struggling baby products
retailer Mothercare plc said it has appointed administrators to its
loss-making British unit with effect from Tuesday, Nov. 5.

According to Reuters, the company, which has been hit hard by
intense competition from supermarkets and online retailers in its
main domestic market, said that it appointed PricewaterhouseCoopers
as administrators to its trading unit, Mothercare UK Ltd and to
Mothercare Business Service.

Mothercare plc is a British retailer which specializes in products
for expectant mothers and in general merchandise for children up to
8 years old.


MOTHERCARE PLC: To Close All British Stores, 2,500 Jobs at Risk
---------------------------------------------------------------
Muvija M, Samantha Machado and Kate Holton at Reuters report that
Mothercare is set to close all its British stores with the loss of
at least 2,500 jobs after its domestic operations buckled under the
weight of the pressures plaguing the retail sector.

According to Reuters, the company, a baby products retailer that
operates 1,010 overseas franchise stores, has fallen victim to
extremely difficult conditions in Britain on the back of stiff
competition from online retailers and rising costs.

"The UK high street is facing a near existential problem with
intensifying and compounding pressures across numerous fronts,"
Reuters quotes Mothercare Chairman Clive Whiley as saying.

He said most significant among those were high levels of rent and
business rates as well as continuing shifts in consumer behavior
from high street to online, Reuters notes.

That, and the nearly 60-year-old brand's failure to attract
takeover offers that would preserve the business as a going
concern, led to Mothercare appointing PricewaterhouseCoopers to
take charge of the units' administration process, Reuters
discloses.

PwC said in a separate statement that Mothercare's UK store
portfolio will be wound down over the coming weeks and months,
adding that the entities in administration employ 2,485 retail
staff and 384 head office and distribution staff, Reuters relates.

PwC, as cited by Reuters, said Mothercare operates 79 retail stores
in Britain, with the segment having been loss-making for a number
of years.

The retailer, which had traded from nearly 400 British stores a
decade ago, has been cutting its store count in the region
deliberately amid ballooning losses, Reuters relays.

The company said it had raised GBP3.2 million through a 10 pence a
share placing and that it was in talks for up to GBP50 million more
in funding from third parties including a standby underwritten
equity issue and a new term loan facility, Reuters relates.

Mothercare added that the existing bank debt facilities amounting
to GBP24 million would be paid down by the administration process,
according to Reuters.

The company said the restructuring also includes an agreement that
has been reached with the Mothercare pension trustees to a
reduction in the planned contributions over the next 18 months,
Reuters notes.

Mothercare plc is a British retailer which specializes in products
for expectant mothers and in general merchandise for children up to
8 years old.


PIZZA EXPRESS: Owner to Inject GBP80MM Cash to Pay Down Debt
------------------------------------------------------------
Oliver Gill at The Telegraph reports that the Chinese owner of
Pizza Express will inject GBP80 million of cash into the restaurant
chain as it battles against falling profits.

According to The Telegraph, the money from Hony Capital will be
used to pay down debt owed to Pizza Express bondholders, rather
than re-invested in the company, despite facing tough trading
conditions.

Pizza Express, The Telegraph says, is also hoping to agree a GBP20
million corporate overdraft, which is due to be renewed in nine
months.

The firm is struggling to repay GBP1.1 billion of loans amid
spiralling losses. Of these, GBP665 million is owed to bondholders,
which must start being paid in 2021, The Telegraph discloses.

The bonds are trading at a heavy discount and are being bought by
hedge funds, The Telegraph notes.  They could seek to wrestle
control of the company, The Telegraph states.

PizzaExpress is a restaurant group with over 470 restaurants across
the United Kingdom and 100 overseas in Europe, Hong Kong, China,
India, Indonesia, Kuwait, The Philippines, The United Arab
Emirates, Singapore and Saudi Arabia.


QUICKQUID: On the Brink of Collapse, Prepares for Insolvency
------------------------------------------------------------
David Parsley and Alys Key at inews.co.uk report that payday lender
Quickquid is on the brink of collapse following a regulatory
crackdown on the industry's practices.

Cash Euro Net UK, which trades under the name Quickquid, has lined
up Grant Thornton as administrator as it prepares for a potential
insolvency process, the report says.

Quickquid is the UK's largest remaining payday lender after rival
firm Wonga became insolvent following compensation claims and
regulatory pressure, inews.co.uk relates.

According to inews.co.uk, Grant Thornton, which is also handling
Wonga's administration, is understood to have been put on standby
to take on the same role for Cash Euro Net UK if it does fall into
an insolvency process. A competitive tender process took place
before Grant Thornton's appointment, Sky News claimed, the report
relays.

inews.co.uk says Cash Euro Net UK was the subject of more than
3,000 complaints to the Financial Ombudsman Service in the first
half of the year and is one of the most complained-about consumer
finance providers in the country.

The firm is owned by New York-listed Enova International, which was
expected to publish its third-quarter financial results in the US
after Wall Street closed, the report notes.

inews.co.uk notes that the UK's payday lenders have come under
regulatory pressures in recent years. Wonga filed for
administration in August last year after a surge of customer
compensation claims for irresponsible lending pushed it over the
edge, inews.co.uk recalls. The firm had struggled with multiple
consecutive annual losses after the Financial Conduct Authority
capped the fees and interest controversial short-term lenders could
charge in 2014.

inews.co.uk adds that Peter Briffett, co-founder and CEO of the
income-streaming app Wagestream, said the possible collapse of
Quickquid was "another nail in the coffin" of the payday loans
industry, but "a fantastic day for consumers".


THOMAS COOK: Parliamentary Committee Criticizes Audit Failures
--------------------------------------------------------------
Jonathan Eley and Tabby Kinder at The Financial Times report that
the parliamentary committee examining the collapse of Thomas Cook
has described a "catalogue of failures and misjudgments" in the
relationship between the travel group and its auditors, while
criticizing the government for not reforming the profession.

According to the FT, Rachel Reeves, the Labour MP who chairs the
business, enterprise and industrial strategy committee, said there
had been "a clear conflict of interest" for PwC, which earned GBP4
million over five years advising Thomas Cook while also acting as
its auditor.

MPs on the committee also criticized auditors' failure to challenge
goodwill assumptions made by Thomas Cook's directors, saying it
would be "cause for grave concern" if goodwill were being treated
in this way across the FTSE 350, the FT relates.

Thomas Cook impaired more than GBP1 billion of goodwill shortly
before going into liquidation, having previously found no grounds
for doing so, the FT states.  EY, which took over from PwC as the
company's auditor, is already being investigated over its audit of
the 2018 accounts, the FT notes.

The committee also said non-executive directors had failed to
challenge strategic decisions, especially on the build-up of debt,
and that bonus clawback provisions needed to be strengthened "by
statute if necessary", the FT discloses.

                      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.


VEDANTA RESOURCES: S&P Lowers ICR to 'B', Outlook Stable
--------------------------------------------------------
On Nov. 5, 2019, S&P Global Ratings lowered its long-term foreign
currency issuer credit rating on Vedanta Resources Ltd.'s and its
long-term issue rating on the various issues of U.S.
dollar-denominated senior unsecured notes the India-based
commodities producer guarantees to 'B' from 'B+'.

S&P said, "The downgrade incorporates our revised metal price
assumptions dated Oct. 9, 2019 and reflects our view that financial
ratios are likely to substantially underperform our downgrade
trigger of 1.75x for funds from operations (FFO) cash interest
cover (on a proportionate consolidation basis) for the next two
years.

"Our annual gross EBITDA expectation for Vedanta Resources is now
US$3.6 billion for financial year 2020 (on a 100% consolidated
basis) down about US$500 million from our earlier expectations. Our
lower EBITDA expectations also emanate from a slower volume ramp up
at Vedanta Resources' Gamsberg zinc project in South Africa and the
closure of the company's copper smelting operations in India. We
expect EBITDA to step up to US$4.4 billion by financial year 2021
driven by significant improvements in the profitability of the
aluminum business and volume increases in the zinc and oil
businesses.

"Our assumptions about the stability of the regulatory environment
underpin our assumptions about the stability of our ratings and
improvements in EBITDA." The expropriation of the company's Zambia
copper business is the latest in a line of negative surprises,
following close on the heels of the forced shutdown of their India
copper business. The timely extension of the oil production-sharing
contract is a positive step when seen in this context.

The company has had a couple of good quarters of cost performance
in its aluminum smelting business. But the business is some way
away from its long-term cost target of US$1,500/ton and from
establishing a record of low-cost operations. Sustained and
disciplined execution on controlling aluminum costs in conjunction
with of the likely favorable price environment for the metal is the
single biggest driver for EBITDA improvement.

Other important earnings drivers are the expected ramp up of the
Gamsberg zinc mine to 200,000 tons, which is delayed, compared to
earlier expectations and a volume ramp up in the oil business,
which we expect to proceed with greater urgency now that the
production-sharing contract has been renewed.

The cumulative impact of these earnings drivers will likely move
the FFO cash interest coverage (on a full consolidation basis) from
prevailing levels of 2.1x to around 2.5x by financial year 2021.
That will then reach the higher end of the current rating (from
1.4x to 1.7x on a proportionate consolidation basis).

S&P said, "We expect adjusted debt to be stagnant over financial
year 2020 and then to decline by about US$1 billion over financial
year 2021, driven by improvement in earnings and moderation in
capital expenditure (capex). The pace of deleveraging is slower
than our earlier expectations, especially on the back of US$2
billion of net addition to adjusted debt since financial year 2018
following absorption of "delisting debt", and the Electrosteel
Steels Ltd. acquisition.

"We expect Vedanta Resources will continue to rely on large
dividends from Hindustan Zinc Ltd. for servicing the interest at
Vedanta Resources' stand-alone level. The unwinding of Anglo
American PLC-related investments at Volcan Investments is positive
inasmuch as it reduces demands on Vedanta Resources for dividends.
This is somewhat offset by the delisting debt accumulated at Volcan
Investments, the servicing of which we believe will be supported by
Vedanta Resources and indirectly, therefore, via higher dividend
upstreaming from Hindustan Zinc.

"The stable outlook over the next 12-18 months reflects our
expectation Vedanta Resources will allocate a substantial portion
of its free cash flow to debt repayment. The outlook also reflects
our expectation that the company will benefit from increasing
volumes in zinc, an improving cost position in aluminum, and stable
operations in its oil business. We project FFO cash interest cover
will trend toward 2.5x in the period. In addition, we expect the
company and its parent to proactively refinance upcoming term debt
maturities.

"We may downgrade Vedanta Resources if the company's financial
performance deteriorates, with its FFO cash interest cover falling
and remaining below 2.0x. This would happen if EBITDA were to go
below US$3.5 billion. We may also lower the rating if we see
liquidity pressures building on Vedanta Resources. This may happen
if it embarks on a refinancing of, or support for, the debt at its
holding company Volcan Investments.

"We may upgrade Vedanta Resources in the unlikely event that the
company repays a substantial amount of debt, maintains an FFO cash
interest cover of 2.75x on a sustainable basis and improves
decisively the funding profile at both Vedanta Resources and its
parent, Volcan investments."

Vedanta Resources is a U.K. incorporated commodities producer with
assets in India and Africa. The company derives a key part of its
cash flow from its zinc producing assets, followed by oil and
aluminum. The company has a small presence in steel, iron ore
mining, and thermal power generation. Vedanta Resources owns 50.1%
of Vedanta Ltd., its Indian subsidiary, which holds a large part of
its assets. Vedanta Resources is ultimately fully owned by Volcan
Investments, controlled by the Agarwal family.



                           *********


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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