/raid1/www/Hosts/bankrupt/TCREUR_Public/191127.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, November 27, 2019, Vol. 20, No. 237

                           Headlines



A U S T R I A

AI ALPINE: Fitch Affirms B Issuer Default Rating, Outlook Stable


F I N L A N D

OUTOKUMPU OYJ: Moody's Downgrades CFR to B2, Outlook Stable


F R A N C E

ACROPOLE BIDCO: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.
GROUPE ECORE: Fitch Affirms B+ LT IDR, Alters Outlook to Negative
RALLYE SA: Agrees with Creditors to Extend Observation Period


G E R M A N Y

LEONI AG: Investors Sell Portions of Schuldschein Debt at Discount


I R E L A N D

NORTHWOODS CAPITAL 19: Moody's Rates EUR11MM Class F Notes B3(sf)
OAK HILL V: Fitch Assigns Final B-sf Rating to Class F Notes
OAK HILL V: Moody's Affirms Ba2 Rating on EUR30.4MM Class E Notes


L U X E M B O U R G

AL SIRONA: Moody's Affirms B3 CFR, Outlook Stable
BERING III: Moody's Cuts CFR to B3; Reviews for Further Downgrade


P O R T U G A L

CAIXA GERAL: Fitch Rates EUR500MM Sr. Non-Preferred Notes Final BB


R U S S I A

SOGLASIE INSURANCE: Fitch Publishes B+ IFS Rating, Outlook Stable


S P A I N

CAIXABANK PYMES 11: Moody's Rates EUR318.5MM Series B Notes (P)Caa1


U K R A I N E

PRIVATBANK: IMF Seeks Changes on Bank Insolvency Legislation


U N I T E D   K I N G D O M

DE LA RUE: Warns of Material Uncertainty Over Future
EDDIE STOBART: Wincanton Fails to Submit Takeover Bid
THG OPERATIONS: Fitch Assigns B+(EXP) LT IDR, Outlook Stable
THOMAS COOK: Condor Draws Substantial Takeover Interest

                           - - - - -


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A U S T R I A
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AI ALPINE: Fitch Affirms B Issuer Default Rating, Outlook Stable
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Fitch Ratings affirmed Austria-based reciprocating engines maker AI
Alpine's Long-Term Issuer Default Rating of 'B' with a Stable
Outlook. Fitch has also affirmed a long-term senior secured rating
of 'B+'/RR3 to the company's term loan B and a 'CCC+'/RR6 long term
rating to the second-lien loan.

The IDR is constrained by a highly leveraged capital structure and
the likelihood that meaningful gross de-leveraging will not occur
until 2021 after carve-out costs subside. Funds from operations
gross leverage is expected to remain above 7x until 2020 under
Fitch's rating case, a level considered high for the rating.

Positively, the rating reflects the company's strong market
positions in gas-fired power generation, diversification by
end-customer and geography, high portion of revenue derived from
services and robust cash flows, which Fitch expects to remain
broadly stable through the short- to medium-term. Despite high
leverage, Fitch believes that broadly favourable market dynamics
should also support a strong and stable profitability.

KEY RATING DRIVERS

Strong Niche Market Position: Alpine's business profile benefits
from being a global number one player in power generation and
number two in gas compression engines in a sector with high
barriers to entry. Its market-leading positions are protected by
proven technology and reliability, low life-cycle costs, fuel
efficiency and a comprehensive service offer.

Diversification by end-customer and geography is weakened by a
narrow product range and operating in a niche, albeit growing,
market. The company also benefits from deriving a material portion
of its revenue (48% in 2018) from maintenance and service
activities.

Stable and Robust Cash Flows: Alpine demonstrates strong FFO
generation, with a FFO margin expected to remain at 13%-14% through
2022, underpinned by a high portion of service-related revenue and
diversified end-markets. Low capex needs, estimated at around 2% of
revenue p.a., and stable working capital cash flows, should ensure
healthy free cash flow (FCF) margins of above 7% on a sustained
basis beyond 2019, rising to 11% by 2021 once the one-off carve out
expenses end. This should provide the company with debt repayment
capacity in the medium- to long-term.

FX Risk Minimal: Alpine's transactional currency exposure is small
as sales and operating costs are broadly matched, however,
following the transfer of the Waukesha activities to Welland,
Canada, certain costs will be in Canadian dollars. The current debt
make-up by currency closely reflects Alpine's revenue and cost
structure, providing natural protection against foreign-exchange
risk. Additional protection against interest rates is achieved by
hedging of debt facilities. Translation effects have also been
significantly reduced since Alpine changed its reporting currency
to euros, to which most of its business is exposed.

Likely Cost-Savings from New Strategy: Shareholder Advent has
appointed new top management with prior experience in executing
private equity strategies, which in its view are likely to be more
aligned with Advent's objectives. Such strategies should also
successfully deliver targeted cost savings after the carve-out from
GE, mainly from raising margins through cost optimisation and by
improving working capital turns to maximise FFO.

Execution Risks from Carve-Out: Despite expected moderate execution
risks of the carve-out, Fitch does not expect any material business
disruption. Fitch sees main risks in separating IT functions from
GE, and in meeting the targeted exit deadline as per the current
transition services agreement.

Leverage to decline after carve-out costs end:  Fitch forecasts
FFO-adjusted net leverage to decline below 6x at end -2019 and
below 5x by end-2021 under its rating case from opening leverage of
6.5x at end-2018. This will be driven by a strong upswing trading
in 2019, solid FCF generation and around EUR150 million of proceeds
related to the sale and lease-back of the Jenbacher and Welland
production facilities, which remain on the Balance Sheet to support
Alpine's liquidity and strategic alternatives after the carve out.
This will mitigate the USD120 million of one-offs costs to be paid
by 2020 in relation to the carve-out of which EUR 92m are forecast
in 2019.

DERIVATION SUMMARY

Alpine's closest competitors by product are Generac Power Systems
Inc and Rolls-Royce Power Systems (RRPS), both of which exhibit
rating profiles better than those of Alpine. Generac has a
materially better financial profile as it consistently generates
FFO and FCF margins of around 15% and 12%, respectively, due to a
larger exposure to residential end-markets. Its leverage, typically
around 3x-4x, is also lower than those of Alpine.

Offsetting this, its credit profile is somewhat constrained by a
less diversified business profile (end-customer and geography) than
Alpine's. RRPS (fully owned by Rolls-Royce plc (A-/Stable) and
benefiting from intra-company funding arrangements) generates FFO
margins (usually around 7%) that are lower than those of Alpine as
a result of its exposure to a wider range of more competitive
end-markets. However, its business profile benefits from being far
more diversified than Alpine's in relation to product offering and
end-markets.

No Country Ceiling, parent/subsidiary or operating environment
aspects have an impact on the rating.

KEY ASSUMPTIONS

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

  -R evenue to grow 4% CAGR for 2018-2021, supported by an enlarged
installed base and higher penetration rates of long-term service
agreements.

  - Contribution margin improvement to 34%-36% up to 2022, due to
cost savings from improved production efficiencies and fixed-cost
reductions.

  - Fitch-adjusted EBITDA margin to remain between 19% and 21% over
the same period due to higher contribution margins and fixed-cost
reductions.

  - Normalised working capital requirements at an average of 1% of
sales up to 2022 although one-off projects may require additional
cash flow needs.

  - Capex requirements to remain low as the company is
well-invested, trending towards 2% of sales p.a. up to 2022.

Recovery Assumptions:

Fitch expects good recoveries of 'B+'/'RR3'/51%-70% for Alpine's
senior secured loans and senior secured second-lien recoveries to
be poor at 'CCC'+/'RR6'/0%-10%.

Fitch estimates under its bespoke recovery analysis that a
going-concern approach will lead to higher recoveries for
creditors, given the group's long-term proven robust business
model, long-term relationship with customers and suppliers, and
existing barriers to entry in the market. Its going-concern value
is estimated at around EUR1.03bn million, assuming a
post-reorganisation EBITDA of about EUR193 million with a multiple
of 6x reflecting its premium market position and adjusting the
value factoring drawdown of about EUR108 million (as per Fitch
Criteria, the highest amount drawn in the last 12 months).

RATING SENSITIVITIES

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

  - FFO gross leverage below 6x

  - FCF margin above 5% (2018: 6.7%)

  - FFO margin above 10% (2018: 13%)

  - Improved business diversification through an expansion of the
product portfolio

  - Successful implementation of the carve-out process without
operating disruptions and proven successful delivery of
cost-efficiency programmes.

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

  - FFO gross leverage above 8x beyond 2020

  - FCF margin below 4%

  - FFO margin below 8%

  - FFO fixed charge cover below 2x (2018: 2.9x)

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch expects comfortable liquidity up to
2022 based on strong readily available cash balance starting from
end-2019, which is expected to continue to rise every year through
the medium term from strong cash generation and lack of material
scheduled debt repayments over the same period. This expected
liquidity is further underpinned by additional funds from a fully
available revolving credit facility of EUR200 million.

Fitch treats EUR25 million of reported cash as not available as it
deemed necessary for operating needs of the business during the
year.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch restricts EUR25 million of cash as non-available due to
intra-year swings and operating needs.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or to the way in which they are being
managed by the entity.



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F I N L A N D
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OUTOKUMPU OYJ: Moody's Downgrades CFR to B2, Outlook Stable
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Moody's Investors Service downgraded to B2 from B1 the corporate
family rating and to B2-PD from B1-PD the probability of default
rating of Finland-based stainless steel producer Outokumpu Oyj.
Concurrently, Moody's downgraded from Ba3 to B1 the instrument
rating on the group's senior secured notes. The outlook has been
changed to stable from negative.

RATINGS RATIONALE

The downgrade was prompted by Outokumpu's continued weak results
during the last 12 months ended September 30, 2019, underpinned by
a further deteriorating market environment in the European
stainless steel industry, caused by cyclical and structural
challenges. The slowdown in end-market demand, unabated high
stainless steel imports into Europe suppressing domestic base
prices and timing and hedging losses led to an erosion in
profitability and cash flow generation. In addition, the operating
performance of the US business is still low, despite a more
favorable market environment. With the persistent earnings decline,
Outokumpu's leverage as adjusted by Moody's increased to 7.7x
debt/EBITDA for the last 12 months (LTM) ended September 30, 2019,
which, together with EUR6 million negative Moody's-adjusted free
cash flow in the same period positions the B2 rating currently at a
weak level.

Likewise, visibility on improving market conditions in 2020 is
rather limited, especially as demand will remain constrained in
light of Moody's muted economic growth forecasts for the Euro area
(1.2%) and the US (1.7%) in 2020, besides ongoing trade tension
curbing investment sentiment in many end-markets. However, Moody's
believes there could be some relief for stainless steel prices from
lower import pressure in Europe next year, following the European
Commission recently tightening its safeguard measures in the form
of tariff-rate quotas on various steel imports that it had
implemented at the beginning of this year. This is after cold
rolled stainless imports into Europe reaching a record share of 34%
in the third quarter of 2019, compared with a historic average of
less than 30% during the last five years. Moody's also does not
anticipate nickel prices to remain at their latest elevated levels,
which contributed to the group's margin contraction in Q3 2019, as
well as related timing and hedging losses.

As to the Americas segment, profitability this year still suffered
from operational underperformance, preventing the group to benefit
from the US Section 232 tariffs imposed in mid-2018. That said,
Moody's recognizes the group's renewed commercial strategy for this
segment, which should help strengthen its operating performance and
profitability into positive territory from next year, after EUR37
million negative EBITDA in the three quarters ended September 2019.
Moody's expects Outokumpu's earnings therefore to increase over the
next quarters supporting leverage to steadily decline to below 5.5x
debt/EBITDA, in line with the defined guidance for a B2 rating.
Such de-leveraging, however, will be mainly earnings driven as free
cash flow will be burdened by ongoing high capital spending of more
than EUR200 million annually over the next two years, including for
the ongoing expansion of the Kemi mine in Finland and planned IT
upgrades.

At the same time, the rating action incorporates Moody's
expectations that Outokumpu will maintain an adequate liquidity
profile. In June 2019, the group signed a EUR400 million term loan
(maturing 2023), which it used to repay short-term debts (mainly
commercial paper) in October 2019. Besides forecast modest positive
free cash flow generation in 2019 and 2020, Moody's expects the
group to successfully refinance its outstanding EUR250 million
convertible bond (due February 2020), while different options seem
still possible. These could even include a full repayment with
available cash sources such as the group's EUR800 million Finish
commercial paper programme, of which EUR340 million were available
as of September 30, 2019 and which support its liquidity.

The assigned B2 rating continues to benefit from the group's
leading positions in the European and US stainless steel markets,
where long-term demand fundamentals remain positive, its vertical
integration into ferrochrome production and a supportive
shareholder structure. However, Moody's expects Outokumpu to
translate its scale and market position into more adequate
profitability levels going forward.

OUTLOOK

The stable outlook reflects Moody's expectations that the current
exceptionally adverse market situation will normalize in 2020. This
should ease the pressure on Outokumpu's profitability, which it
would need to structurally improve to more adequately position the
B2 rating over the next 12-18 months.

Moreover, the stable outlook assumes that the group will retain an
adequate liquidity profile with positive free cash flow generation
and maintain a prudent financial policy, as shown by expected lower
dividend payments next year, if any.

WHAT COULD CHANGE THE RATING UP/DOWN

Downward pressure on the ratings would build, if Outokumpu's (1)
Moody's-adjusted leverage sustainably exceeded 5.5x gross
debt/EBITDA over the next 12-18 month, (2) Moody's-adjusted
interest coverage remained well below 1.5 x EBIT/interest expense,
(3) liquidity deteriorated such as through the inability to
successfully refinance its short-term debt in a timely manner or to
turn to solid positive free cash flow.

Upward pressure on the ratings would develop, if Outokumpu's (1)
Moody's-adjusted leverage decreased sustainably below 4.5x gross
debt/EBITDA, (2) Moody's-adjusted interest coverage improved to
2.5x EBIT/interest expense, (3) liquidity strengthened with
consistent positive FCF generation and only minor reliance on
external financing, except for some committed capital expenditure
projects.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Steel Industry
published in September 2017.
COMPANY PROFILE

Headquartered in Helsinki, Finland, Outokumpu is a leading global
manufacturer of flat-rolled stainless steel. It holds a #1 market
position in Europe with a market share of 28% and a #2 position in
NAFTA with a market share of 23% in 2018. With total revenue of
EUR6.6 billion in the last 12 months ended September 2019 and over
10,500 employees, Outokumpu is one of the largest Finnish
companies. The group operates 18 production sites, including
integrated stainless steel mills in Europe and North America, as
well as a fully owned chrome mine close to its Tornio/Finland based
steel plant. Outokumpu's main shareholder is Solidium, a holding
company wholly owned by the Finish government, with a stake of
around 21.7%.



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ACROPOLE BIDCO: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.
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Fitch Ratings revised Acropole BidCo SAS's Outlook to Negative from
Stable, while affirming the insurance brokerage group's Long-Term
Issuer Default Rating at 'B'. The senior secured facilities issued
by Sisaho International have been affirmed at 'B+'. The rated
companies are the entities that form SIACI Saint Honore, following
their acquisition by private equity sponsor Charterhouse.

The Negative Outlook reflects an increase in leverage and financial
risk associated with the M&A activity completed since Charterhouse
took control of S2H. This includes the acquisition of Cambiaso
Risso, which strengthens S2H's presence in the marine business to a
top-tier worldwide position.

The pace of deleveraging and improvements in Fitch-defined free
cash flow generation as S2H integrates numerous recent acquisitions
will be key to revising the Outlook back to Stable.

KEY RATING DRIVERS

Revenues in Line with Expectations: Management accounts on the
performance of S2H's underlying operations showed at constant scope
of activities, both for 2018 turnover and 2019 expectations are
broadly in line with its initial rating case. A disappointing
performance of the IRP division (the P&C risks intermediation
business), 11% below its initial expectations for 2018 and around
12% below its initial figures for 2019, has been compensated by
Health & Protection performing broadly in line with, and by
International Mobility performing ahead of, its previous
forecasts.

EBITDA Margins Lowered: EBITDA margins have declined, according to
Fitch's constant-perimeter calculations, impacted by staff, IT and
general costs. Fitch calculates margins at around 19% for both 2018
and 2019, down from 21% forecasted previously. A cost containment
task force has been put in place by management, to restore
operational efficiency related, in particular, to the IRP
business.

Acceleration in Acquisitions: S2H's acquisition-led strategy,
focused on small niche brokers, is key to expanding the client
portfolio and increasing margins amid limited organic revenue
growth in a mature market. In addition to M&As made at the time of
the LBO in mid-2018, the group has made another five acquisitions
in 2019, including the Italy-based marine broker Cambiaso Risso,
which materially exceeded its previously expected average target's
size.

Cambiaso Risso Increases Scale: Cambiaso Risso, founded 70 years
ago, is a traditional marine operator with a strong footprint in
the Mediterranean and overseas. Fitch acknowledges the positive fit
of this acquisition that would cement the group's leadership in a
segment that requires scale and global presence. Fitch also
understands from management that, post integration, the combined
marine platform will rank among the top-five worldwide.

Increase in Leverage: Fitch expects funds from operations
(FFO)-adjusted gross leverage to remain above its downgrade trigger
of 7.0x until 2020 before easing towards 6.8x by 2021. Its
aggressive acquisition plan, together with unexpected capex and
working capital requirements, led S2H to draw down additional debt,
both under a revolving credit facility (RCF) and a set of local
facilities. Successful integration efforts, lower level of
acquisition activity and the successful completion of capex
programmes are key to supporting the group's future deleveraging.

Poor Liquidity of Brokerage Operations: S2H's working capital
includes an insurance component, related to premiums received from
customers to be transferred to insurers, and a brokerage component,
which relates to invoiced commission income. Fitch adjusts cash by
deducting working capital for the insurance-related component,
focusing only on the commission flow. Collection delays in 9M19,
mainly related to the health and protection business, led to a cash
outflow versus its initial neutral expectations, leading us to
forecast a negative cash effect from working capital.

Further Liquidity for Brokerage Needed: Under its rating case, on a
standalone basis the brokerage business will generate a cash
shortfall for about EUR85 million for 2019-2021, impacted mainly by
the ambitious acquisitions plan. Access to sources of liquidity
from non-trade working capital, will act as a temporary source of
liquidity. However, supplementary sources of finance will be
required to preserve the liquidity of brokerage activities under
these expansionary conditions.

Surge of Capex Requirements: Capex, mainly for the IT and digital
infrastructure, is expected to exceed management's original plan by
about EUR25 million over 2018-2019, taking the total to around
EUR90 million. Fitch understands from management that the increase
is due to higher and more front-ended investments, which may
decline at a later stage. Higher complexity arising from acquired
companies has also led Fitch to expect, under its rating case, a
general increase in investments up to about EUR120 million over
2019-2022, before a progressive scale-down of capex.

Significant Integration Risk: While increasing scale is key to
growth in this industry, it should be noted that integration and
streamlining actions may take longer-than-expected, often demanding
higher business transformation spending and investments. S2H's
successful approach to M&A has been proven under Ardian's ownership
but larger-sized targets or exposure to new geographies may
increase integration risks.

GDP/Innovation Drive Growth: Insurance brokerage activity in France
has shown moderate growth over the past decade, with co-existence
between international players and national mid-cap houses. Growth
of insurance premium and brokerage commissions is likely to be
driven by GDP and structural changes to health and pensions,
translating into a growth potential in excess of 2% p.a.. The
regulatory environment is neutral to positive, with upside from
ongoing legislative changes such as the "Pacte Law" in France.

Lower Exposure to Digital Disruption: The higher complexity of
underlying insurance contracts in the B2B brokerage segment implies
the sought-after bespoke solutions on a single-customer basis,
preserving the added value provided by insurance brokers as opposed
to the generalist "insurtech" approach typical of the retail
segment. The adoption of advanced digital infrastructures allows
mid-market players, such as S2H, to streamline processes to serve a
more diversified client base at lower operating costs. However, a
proper return on investments in state-of-the-art frameworks
requires scale, posing threats to smaller players.

DERIVATION SUMMARY

S2H's niche business model and focus on France make the group a
weak comparison with multinational insurance brokerage names such
as Marsh & McLennan Companies, Inc. (A-/Negative), Aon Plc
(BBB+/Stable) and Willis Towers Watson Plc (BBB/Stable), whose
competitive positioning, geographic scope and wide distribution
platforms allow for a global presence in the context of public
company capital structures.

Better comparison can be found in the 'B' rating space with private
equity- owned issuers such as Andromeda Investissement SAS (April,
B(EXP)/Stable) and Ardonagh Midco 3 plc (Ardonagh, B/Negative) both
sharing a nationwide presence and add-on focused strategies. April,
based in France, has a larger B2B distribution platform and a more
diversified and consumer-oriented proposition, aimed at retail
clients mainly in health and protection. Ardonagh, also larger in
scale, has a stronger presence in retail, which is cemented by the
recent acquisition of Swindon that is, however, adversely affecting
its FFO. Similar to Ardonagh, the implemented acquisition strategy
by S2H has a temporary detrimental impact on leverage and FFO.
Consequently the Negative Outlook on both issuers reflects the risk
of failing to deleverage and to achieve free cash flow generation
as integration proceeds.

KEY ASSUMPTIONS

  - Like-for-like sales growth at 9.1% CAGR for 2018-2022,
including add-on acquisitions

  - EBITDA margin growth of about 3% by 2022

  - Total capex (including for acquired targets) of around EUR120
million for 2019-2022

  - Acquisitions generate in excess of EUR9 million
EBITDA-equivalent up to 2022

  - Call option on African operations exercised in 2021

  - Around EUR85 million of internal funding from insurance working
capital

Key Recovery Assumptions

The recovery analysis assumes that S2H would remain a going concern
in restructuring and that it would be reorganised rather than
liquidated. This is because most of the group's value hinges on the
brand, the client portfolio and the goodwill of relationships.
Fitch has assumed a 10% administrative claim in the recovery
analysis.

Its analysis assumes a going-concern EBITDA of around EUR64
million, starting from a LTM to September 2019 pro-forma EBITDA of
around EUR84 million. At this level of going-concern EBITDA, which
assumes corrective measures have been taken, Fitch would expect the
group to generate moderately positive to break-even FCF, as a
consequence of shrinking margins and slower growth. This may
involve acquisition by a larger player, capable of connecting S2H's
clients within an existing platform.

After deducting 10% for administrative claims, its waterfall
analysis generated a ranked recovery in the 'RR3' band, indicating
a 'B+'/'RR3'/55% instrument rating for S2H's outstanding senior
secured debt. Fitch included in the waterfall EUR12 million of
local facilities that Fitch understands from management are
borrowed from the restricted group, hence ranking pari-passu with
the senior secured liabilities.

RATING SENSITIVITIES

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

  - FFO-adjusted gross leverage below 5.5x

  - FFO fixed charge coverage above 2.5x

  - EBITDA margins at or higher than 25%

  - Successful M&A strategy leading to higher FFO through
synergies

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

  - FFO-adjusted gross leverage above 7.0x with lack of momentum to
deleverage by 2021

  - FFO fixed charge coverage below 2.0x

  - EBITDA margins declining towards 20%, due to stronger
competition or more difficult operating conditions.

  - Ineffective integration of acquisitions weakening FCF

  - Further debt-financed acquisitions

  - Ongoing weak liquidity with high reliance on insurance working
capital

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: S2H reported EUR115 million
cash-and-equivalents in its audited pro-forma 2018 accounts, of
which EUR110 million was related to insurance working capital. The
group can rely on temporary cash inflows from insurance working
capital, and therefore no cash emergency is expected in the short
term. However, brokerage liquidity remains under stress also due to
a full drawdown of the RCF.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch capitalised operating leases at 8x according to the Criteria
for Rating Non-Financial Corporates.

Cash and working capital have been adjusted by deducting the
insurance-related component.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or to the way in which they are being
managed by the entity.

GROUPE ECORE: Fitch Affirms B+ LT IDR, Alters Outlook to Negative
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Fitch Ratings revised Groupe Ecore Holding S.A.S.'s Outlook to
Negative from Stable, while affirming the metals group's Long-Term
Issuer Default Rating at 'B+'. The agency has also downgraded
Ecore's senior secured notes to 'B+' with a Recovery Rating 'RR4'
from 'BB-' with 'RR3'.

The Negative Outlook reflects weak trading in the current financial
year, with its pricing strategy that locks in margins working for
ferrous metals, but not for non-ferrous, batteries and other
materials. This weaker market environment, together with the
failure of Ecore to achieve its targeted EUR10 million of logistics
efficiencies, has led us to forecast a materially higher funds from
operations (FFO) adjusted gross leverage of 6.7x for 2019, before
for it to only moderate towards 6x over the medium term. Those
metrics exceed its negative guideline of 6.0x for the 'B+' rating.

Fitch notes that the steel sector in Europe has had a difficult
year in 2019 and there should be some recovery in 2020. As a
result, Fitch decided to revise the Outlook to Negative, instead of
immediately downgrading the IDR, to see how management will adapt
to the market environment and how this may influence Ecore's
longer-term prospects. Fitch will continue to monitor earnings
variability of the group compared with other businesses in the
scrap and recycling sectors and update the rating sensitivities, if
required.

The downgrade of the senior secured notes reflects the rebasing of
its post-restructuring EBITDA to EUR49 million, following the
removal of almost EUR10 million of estimated logistics efficiencies
from its rating case.

KEY RATING DRIVERS

Breach of Sensitivities Likely: Lower earnings expectations imply
that Ecore would breach its rating sensitivities for FFO-adjusted
gross leverage of 6.0x in its rating case over the medium term as
well as FFO fixed charge cover of 2.5x and free cash flow(FCF)/FFO
of below 35% for 2019. Reduced FCF of EUR15 million-EUR20 million
per annum will also limit (net) deleveraging that can be achieved
ahead of Ecore's bond refinancing in 2022 or 2023 (maturity in
November 2023). Further downside to its base case would mean the
rating would be better placed at 'B'.

Margin-Locking Works for Ferrous: Ferrous volumes in 3Q19 were down
11.6% yoy, with most of the decline related to wholesale volumes
that attract very slim margins. Gross margin in absolute terms of
ferrous metals was slightly down at EUR101 million from EUR103
million, while margin per tonne has incrementally improved. Using a
pricing strategy that establishes a fixed margin floor for ferrous
metals and purchase quotes from European steel companies, Ecore
defines the maximum rates it can pay for procurement of ferrous
metal, locking in the margin of volumes to be processed.

Ferrous an Oligopoly Market: Ecore is the second-largest ferrous
metal recycling company in France, behind Derichebourg. Other
market participants include general waste companies and many
smaller metals recyclers, both with limited processing
capabilities. Ecore and Derichebourg benefit from economies of
scale, a wider geographic footprint with sites close to customers,
a full range of processing capabilities and close relationships
with key customers. The two companies follow similar pricing
strategies, focusing on margin, and implement this strategy with
discipline.

Other Metals Suffer Margin Fall: Prices for aluminium, copper,
stainless steel, lead and zorba are down year-on-year, reflecting
negative sentiment from international trade tensions and weak
readings for industrial production and light vehicle sales.
Absolute gross margin for these segments was down at EUR65.7million
in 3Q19 from EUR76.2 million in 3Q18, linked to a reduction in
margin per tonne for the relevant metals. Volumes have remained
broadly stable so far in 2019.

Other Metals Reveal Variable Earnings: While other metals are more
profitable than ferrous, the market is less concentrated and
participants demonstrate less pricing discipline. This results in
more variable earnings and higher exposure to market forces.

Disappointing Logistics Savings: Last year Ecore ran a tender
process for external transport services. After assessing quotes and
starting negotiations with preferred bidders, management had
indicated cost savings in excess of EUR10 million over the
near-term. However, realised savings of EUR0.6million for 9M19
showed that optimising the logistics function centrally may prove
more complex than anticipated.

Rating Case Adjusted for Savings: Management is reconsidering its
approach and will update the estimate of possible gains over the
coming months. Fitch has now removed any prospective logistics
savings from its rating case, reducing forecast EBITDA by a bit
less than EUR10 million (compared with last year). With regard to
operating costs as a whole Fitch expects Ecore to maintain good
cost control at below inflation.

Consolidation in Prospect: There are material barriers to entry
into the metal recycling sector. A new entrant would have to
acquire a number of smaller recyclers, given the onerous procedures
to obtain environmental permits for new sites, and the setting-up
of a full range of processing facilities would require sizeable
investment. Given spare capacity in the market, Fitch sees a robust
business case for consolidation, which is supported by evidence of
bigger players buying scrap yards in good, strategic locations as
and when an opportunity presents itself.

Supportive Market Fundamentals: EU regulation is promoting the
circular economy with an increasing emphasis on recycling. As a
result, Fitch assesses Ecore's business model as robust. With
recycling rates increasing over time, higher capacity utilisation
of the group's assets will provide for some earnings growth over
the longer-term.

DERIVATION SUMMARY

Ecore is the second-largest metal recycler in France by market
share, with a dense network of collection sites and processing
facilities. Its range of services - collection, processing and sale
of scrap metals, and its ability to recycle all types of waste
material - serve as competitive advantages and allow for healthy
gross margins. Although primarily focused on France, Ecore has
access to a deep-sea port and can tap into export markets if
volumes exceed European demand for secondary raw materials. Ecore's
small scale, with EBITDA below EUR100 million, is a constraint on
the rating and suggests a mid-to-upper 'B' category rating.

Fitch compared the business profile of Ecore with other entities in
the wider recycling and waste sector. Ecore's business shares some
common characteristics with Befesa S.A., a services company
specialising in the recycling of steel dust, salt slag and
aluminium residues. Befesa has a higher concentration of customers
on the sourcing side, but the metals waste in this case is
qualified as hazardous waste and there are fewer such companies in
the market with the expertise and licences to process the residues.
Also, Befesa benefits from wider geographical diversification and a
more conservative financial profile. While Befesa hedges a large
proportion of its annual zinc production, its earnings are highly
exposed to zinc prices over the long term.

Befesa and the environmental division at Derichebourg have reported
lower earnings in 2019, albeit in a single-digit percentage fall,
while for Ecore interim results point towards a double-digit
decline.

KEY ASSUMPTIONS

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

  - Volumes to fall by around 300 tonnes-400 tonnes for 2019,
mainly from wholesale procurement in the ferrous segment.
Thereafter volumes to grow 1%-3%, towards 2018 levels by 2022

  - Gross margin broadly flat at EUR62-EUR63/tonne (ferrous,
non-ferrous, batteries and other)

  - EBITDA/tonne growing incrementally up to 2022 (from a low base
in 2019), reflecting increased capacity utilisation and limited
operating cost inflation

  - Broadly neutral working capital over 2019-2022

  - Capex of around EUR35 million in 2019 and EUR25 million p.a. up
to 2022

  - Bolt-on acquisitions of around EUR2.5 million per annum

  - No dividend payments up to 2022

Fitch's Key Assumptions for Purposes of Recovery Analysis:

  - The recovery analysis assumes that Ecore would be restructured
as a going concern rather than liquidated in an event of default

  - Ecore's post-reorganisation, going-concern EBITDA is estimated
at around EUR49 million, based on the current asset base. A drop in
EBITDA to the going-concern level could be the result of a downturn
in the steel sector with scrap prices falling to lows that lead
suppliers to defer required waste disposal, ie a scenario with low
prices and low volumes.

  - Fitch has applied a distressed enterprise value (EV)/EBITDA
multiple of 5.5x to calculate a going-concern EV. This multiple is
in line with peers' and reflects the group's market-leading
position in France, integrated position across the recycling value
chain and a well-invested asset base

  - Fitch assumes a 10% administrative claim to be deducted from
the going-concern EV

  - Its principal waterfall analysis assumes the non-recourse
EUR140 million factoring facility ranks super senior above the
group's revolving credit facility (RCF) and senior secured notes

Its calculations against the distressed EV result in a 41% recovery
for the senior secured notes, corresponding to a 'RR4' on Fitch's
recovery scale, which leads to a senior secured rating of
'B+'/'RR4', in line with the group's Long-Term IDR of 'B+'.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to the
Outlook being revised to Stable:

  - Recovery of absolute gross margin in non-ferrous, batteries and
miscellaneous segments in 2020, either through adaptation of
business and marketing strategies or cost optimisation, which will
facilitate FFO-adjusted gross leverage falling below 6.0x on a
sustained basis (2019F: 6.7x)

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

  - Material variations of gross margin/tonne leading to variable
earnings from year to year

  - FCF/FFO below 35% (2019F: 16% based on normalised capex)

  - FFO adjusted gross leverage sustainably above 6.0x and FFO
fixed charge cover below 2.5x (2019F: 2.3x)

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As of June 30, 2019, Ecore held EUR61.7
million of cash on balance sheet, had an available undrawn,
committed (super senior) RCF of EUR40 million falling due in 2023
(six months ahead of bond maturity), an available EUR8.5 million
one-year committed bank facility at subsidiary GDE level and
EUR15.5 million availability under its factoring programme. This
represents sufficient headroom to manage intra-year working capital
movements of around EUR20 million-EUR30 million. Fitch expects the
group to generate FCF of EUR15 million-EUR20 million per annum over
2020-2022, so that its cash buffer will build up over time.

SUMMARY OF FINANCIAL ADJUSTMENTS

As of end-September 2018:

  - Operating leases of EUR9.7 million were capitalised at an 8x
multiple

  - Exceptional costs of EUR5.6 million were removed from EBITDA
and instead included in non-operating/non-recurring cash flow (that
forms part of Fitch-calculated FCF, but not FFO)

  - Utilisations under the group's factoring programme were treated
as debt

  - EUR28.4 million of redeemable preference shares were treated as
equity at end-September 2018. Following the refinancing only EUR2.2
million of those preference shares remain outstanding and are held
by related parties. These preference shares rank junior to the
bonds. Neither principal nor coupon will be paid ahead of the bond
refinancing.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or to the way in which they are being
managed by the entity.

RALLYE SA: Agrees with Creditors to Extend Observation Period
-------------------------------------------------------------
Dominique Vidalon at Reuters reports that debt-burdened Rallye said
the company and other shareholders of French retailer Casino agreed
with bankers to extend by six months an observation period of
proceedings with creditors and confirmed their objective to have a
draft rescue plan cleared by early 2020.

Casino Chairman and Chief Executive Officer Jean-Charles Naouri in
May had placed parent companies Rallye, Finatis and Fonciere Euris
under protection from creditors in a bid to save the group from
collapse, Reuters relates.

According to Reuters, in September, Rallye, Fonciere Euris, Finatis
and Euris had said that the draft rescue plan, drawn up with the
assistance of judicial administrators, involved repayment over a
10-year period of all liabilities.

Casino's net debt stood at EUR2.71 billion at the end of 2018, and
Rallye's stood at EUR2.90 billion, Reuters discloses.

Casino has been struggling in France, where a price war among
supermarkets has dented retailers' profit margins, Reuters notes.

                         About Rallye SA

France-based Rallye S.A., together with its subsidiaries, engages
in the food, non-food e-commerce, and sporting goods retailing
activities in France and internationally.  It operates
hypermarkets, supermarkets, and discount stores.  The company
conducts its retailing activities in France primarily under the
Casino, Monoprix, Franprix-Leader Price, and Vindemia banners; food
retail activities in Latin America primarily under the Exito,
Disco, Devoto, and Libertad banners, as well as GPA food banner;
and e-commerce comprising Cdiscount and the Cnova N.V. holding
company businesses.  



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

LEONI AG: Investors Sell Portions of Schuldschein Debt at Discount
------------------------------------------------------------------
Fabian Graber and Jacqueline Poh at Bloomberg News report that
creditors to one of Germany's oldest companies, Leoni AG, have
started cutting exposure to the auto parts maker in a sign of
growing investor unease with the country's lackluster economy.

A number of investors have sold their portions of the company's
EUR590 million (US$652 million) of so-called Schuldschein debt at a
discount, Bloomberg relays, citing people familiar with the matter,
who asked not to be identified because it's private.

Leoni, which makes electrical components for cars and traces its
origins back to the 16th Century, is saddled with around EUR1.2
billion in debt and must repay EUR170 million of its Schuldschein
notes when they mature in March, Bloomberg discloses.

Separately, a group of banks that provided Leoni with credit lines
worth EUR750 million have hired law firm Freshfields Bruckhaus
Deringer to advise in potential debt talks with the company,
Bloomberg relates.

Leoni, which started out in Nuremberg making high quality threads
in 1569 and now employs almost 100,000 people in 32 countries, has
seen its shares fall 60% this year as it struggled against slower
demand, Bloomberg notes.

According to Bloomberg, Leoni's financial reports show analysts
forecast a EUR240 million loss for the company this year, after it
burned through 40% more cash in the first nine months compared with
2018.  It had EUR583 million of available liquidity at the end of
September, Bloomberg states.

A company spokesman, as cited by Bloomberg, said still, the company
is sufficiently funded to repay a debt maturity due in March.  It's
also fully repaid EUR49 million of Schuldschein debt due in
September, Bloomberg recounts.

The sale of Schuldschein holdings by some of its investors may
complicate matters for management as it works toward bolstering its
balance sheet, Bloomberg relays.

Leoni AG is a global supplier of wires, cables and wiring systems
as well as a provider of related development services.



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

NORTHWOODS CAPITAL 19: Moody's Rates EUR11MM Class F Notes B3(sf)
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Northwoods Capital
19 Euro Designated Activity Company:

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

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

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

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

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

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

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

RATINGS RATIONALE

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

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

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

In addition to the seven classes of notes rated by Moody's, the
Issuer has issued EUR 32,500,000 of subordinated notes which will
not be rated.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Par amount: EUR 400,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2860

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 42.50%

Weighted Average Life (WAL): 8.5 years

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

OAK HILL V: Fitch Assigns Final B-sf Rating to Class F Notes
------------------------------------------------------------
Fitch Ratings assigned Oak Hill V European Credit Partners V DAC's
refinancing notes final ratings. It has also affirmed Oak Hill V
European Credit Partners V DAC's existing notes.

RATING ACTIONS

Oak Hill European Credit Partners V DAC

Class A-1R;             LT AAAsf New Rating; previously AAA(EXP)sf

Class A-2 XS1531383898; LT AAAsf Affirmed;   previously AAAsf

Class B-1 XS1531384516; LT AAsf Affirmed;    previously AAsf

Class B-2 XS1531384276; LT AAsf Affirmed;    previously AAsf

Class C XS1531385083;   LT Asf Affirmed;     previously Asf

Class D XS1531385596;   LT BBBsf Affirmed;   previously BBBsf

Class E XS1531385919;   LT BBsf Affirmed;    previously BBsf

Class F XS1531386131;   LT B-sf Affirmed;    previously B-sf

Oak Hill European Credit Partners V Designated Activity Company is
a securitisation of mainly senior secured loans (at least 90%) with
a component of senior unsecured, mezzanine and second-lien loans.
Net proceeds from the refinanced notes are being used to redeem the
existing notes. The portfolio is managed by Oak Hill Advisors
(Europe), LLP. The reinvestment period is scheduled to end in
February 2021.

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B' range. The Fitch-weighted average
rating factor of the current portfolio is 32.72.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favorable than for second-lien, unsecured and
mezzanine assets. The Fitch-weighted average recovery rate of the
identified portfolio is 65.63.

Diversified Asset Portfolio: The transaction has one Fitch matrix
corresponding to maximum exposure to the top 10 obligors at 20% of
the portfolio balance and maximum concentration in fixed-rated
assets at 12.5%. The transaction also includes limits on
Fitch-defined largest industry at a covenanted maximum 17.5% and
the three-largest industries at 40%. These covenants ensure that
the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management: The transaction features a 1.25 year
reinvestment period and weighted average life (WAL) covenant of six
years. The reinvestment criterion is similar to other European
transactions'. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

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

Extended WAL: On the refinancing date, the issuer has extended the
WAL covenant to six years from 5.5 years and the Fitch matrix has
been updated. Fitch tested all the points in the matrix based on
the extended WAL covenant.

Limited Interest Rate Risk: Interest rate risk is partially hedged
for the portfolio. After the refinancing fixed-rate liabilities are
4.96% of target par while the manager will be allowed to invest in
fixed-rate assets up to a maximum of 12.5% of the portfolio.

Unhedged Non-Euro Assets Exposure: The transaction is allowed to
invest in non-euro-denominated assets. Unhedged non-euro assets are
limited to a maximum exposure of 2.5% of the portfolio, subject to
principal haircuts. The manager can only invest in unhedged assets
if, after the applicable haircuts, the aggregate balance of the
assets is above the reinvestment target par balance.

RATING SENSITIVITIES

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

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

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

OAK HILL V: Moody's Affirms Ba2 Rating on EUR30.4MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive rating to refinancing notes issued by Oak Hill
European Credit Partners V Designated Activity Company:

EUR 260,800,000 Class A-1-R Senior Secured Floating Rate Notes due
2030, Assigned Aaa (sf)

At the same time, Moody's affirmed the ratings of the outstanding
notes which have not been refinanced:

EUR10,600,000 Class A-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Jan 25, 2017 Definitive Rating
Assigned Aaa (sf)

EUR47,600,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Jan 25, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR12,200,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Jan 25, 2017 Definitive Rating
Assigned Aa2 (sf)

EUR25,900,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed A2 (sf); previously on Jan 25, 2017 Definitive
Rating Assigned A2 (sf)

EUR23,700,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed Baa2 (sf); previously on Jan 25, 2017 Definitive
Rating Assigned Baa2 (sf)

EUR30,400,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed Ba2 (sf); previously on Jan 25, 2017 Definitive
Rating Assigned Ba2 (sf)

EUR12,900,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed B1 (sf); previously on Jan 25, 2017 Definitive
Rating Assigned B1 (sf)

RATINGS RATIONALE

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

The Issuer issued the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes due
2030, previously issued on January 25, 2017. On the refinancing
date, the Issuer has used the proceeds from the issuance of the
refinancing notes to redeem in full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR 10.6
million of Class A-2 Notes, EUR 47.6 million of Class B-1 Notes,
EUR 12.2 million of Class B-2 Notes, EUR 25.9 million of Class C
Notes, EUR 23.7 million of Class D Notes, EUR 30.4 million of Class
E Notes, EUR 12.9 million of Class F Notes and EUR 55.1 million of
Subordinated Notes, which remain outstanding. The terms and
conditions of these notes have been amended in accordance with the
refinancing notes' conditions.

As part of this refinancing, the Issuer has set the weighted
average life to 6 years.

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

Oak Hill Advisors, LLP will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 1.3-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR 455,811,757

Defaulted Par: EUR 4,656,000 as of October 06, 2019

Diversity Score: 52

Weighted Average Rating Factor (WARF): 3,166

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 45.70%

Weighted Average Life (WAL): 6 years

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



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

AL SIRONA: Moody's Affirms B3 CFR, Outlook Stable
-------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating,
the B3-PD Probability of Default Rating and the B2 instrument
rating of the senior secured first lien term loan of Al Sirona
Acquisition S.a.r.l. (Zentiva). Concurrently, Moody's has affirmed
the Caa2 rating of the senior secured second lien term loan. The
outlook is stable.

The rating action follows the announcement that Zentiva has entered
into a definitive agreement to acquire the Central and Eastern
European business of Alvogen Pharma US, Inc. (B2 stable). The asset
portfolio consists of more than 200 generic and over-the-counter
drugs across 14 markets in the region. Zentiva will finance the
acquisition with a mix of new equity, EUR470 million of incremental
first lien term loan, and a EUR70 million tap offering of a second
lien term loan. Moody's understands the new equity contribution
will be in the form of common equity.

"Our decision to affirm the B2 CFR with stable outlook reflects our
expectations that Zentiva will successfully achieve the envisaged
cost synergies and successfully integrate the acquisition of
Alvogen CEE so that the company's leverage will decline towards 7x
by 2021," says Ernesto Bisagno--a Moody's Vice President--Senior
Credit Officer and lead analyst for Zentiva. "However, due to the
company's highly leveraged capital structure, the credit
positioning in its rating category leaves limited room for
deviations against projected operating performance," added Mr
Bisagno.

RATINGS RATIONALE

  -- AFFIRMATION OF THE B3 CFR

Moody's believes the acquisition of Alvogen's CEE assets will
strengthen Zentiva's business profile as it enforces the company's
presence in growth markets in this region. In addition, the
acquisition will allow Zentiva to broaden its portfolio offering as
it will also diversify into OTC and start building a portfolio of
complex generics where barriers to entry are higher. Many Eastern
European markets are pharmacy-driven and a portfolio offering of
OTC will be favorable in negotiation with pharmacies.

The Alvogen assets have a higher profitability than Zentiva's own
base business and Moody's expects the transaction to be margin
accretive to Zentiva. In addition, the two businesses are
complementary, displaying limited revenue overlap.

Moody's believes that the cost synergies to be obtained in the
transaction appear reasonable and achievable as the geographic
footprint is complementary allowing for products currently
distributed internally or via wholesalers to be plugged into the
existing salesforce of the two entities. Over the next 12 months,
however, Moody's expects associated restructuring costs to outweigh
cost synergies and thereby reduce overall EBITDA growth in 2020. As
a consequence, Moody's expects leverage -- defined as Moody's
adjusted gross debt/ EBITDA -- to be above 8x also in 2020. As the
benefits from cost optimization and cost synergies flow through,
Moody's expects leverage to decrease towards 7x by 2021.

Moody's understands that Zentiva has around EUR17 million of annual
R&D costs that it capitalizes. In line with Moody's methodologies
for treatment of capitalized costs, these costs are expensed,
thereby reducing Zentiva's EBITDA by a similar amount compared to
management's own forecasts.

Zentiva has been operating with a high leverage since the rating
was first assigned, and there has been a degree of underperformance
in 2019. Moody's adjusted EBITDA is expected to be around EUR150
million in 2019 (EUR159 million in 2018) due to the negative impact
of the out of stock level in the first half and delayed procurement
savings, partially offset by the contribution from acquired assets.
Positively, Moody's notes that Zentiva's operating performance has
improved materially in the second half of this year supported by
strong organic growth rates and benefits from previously initiated
cost optimization programs.

Zentiva's B3 CFR continues to reflect its (1) highly leveraged
capital structure with 2019 Moody's pro forma adjusted gross debt
to EBITDA of around 8.3x (albeit with potential for deleveraging
driven by positive earnings growth and free cash flow); (2) small
scale relative to other European and global pharma rated peers,
with somewhat limited geographical diversity; (3) commoditized
nature of its portfolio, although the assets from Alvogen will add
a higher portion of complex generics; (4) ongoing price erosion for
the industry; (5) exposure to foreign currency fluctuations, which
can drive volatility in results; and (6) a degree of execution risk
as the company integrates the Alvogen assets and continues to
pursue cost optimization efforts that were projected to occur
following the separation from Sanofi (A1 stable).

The rating also factors in the company's (1) steady growth rate for
the industry driven by higher volumes more than offsetting weak
pricing; (2) strong profitability and positive free cash flow
generation; (3) strong market position in most of its markets and
good diversity in the small molecules market; and (4) pipeline with
good coverage of small molecules (and some biosimilars) losing
exclusively in the next 5 years.

Moody's has factored into its analysis of Zentiva the following
environmental, social and governance (ESG) considerations. Social
risk is high for the pharmaceutical industry due to a far-reaching
regulatory oversight and related efforts to reduce drug
expenditures, which may dampen the industry's long-term growth
prospects. Responsible production considerations include product
safety risk, which generates continuing litigation exposures for
the pharmaceutical industry. In terms of governance, the company is
tightly controlled by funds managed by Advent International
(Advent). Advent has, as is often the case in highly levered,
private equity sponsored deals, a high tolerance for leverage.
However, the high tolerance for leverage is partly mitigated by
positive free cash flow generation.

LIQUIDITY

Moody's expects the company to maintain an adequate liquidity
driven by (1) cash balances of EUR90 million pro-forma for the
contemplated transaction, which includes EUR19 million of
overfunding (although the cash coverage of debt has weakened due to
the increase in debt); (2) access to a EUR145 million revolving
credit facility (RCF), out of which EUR34 million is currently
drawn; (3) positive free cash flow generation, which Moody's
believes will be around EUR50 million in 2020 for then to
accelerate towards EUR90 million by 2021; and (4) a long debt
maturity profile.

The RCF is subject to a senior secured leverage covenant of 10.0x,
tested quarterly if more than 40% of the facilities are drawn.

STRUCTURAL CONSIDERATIONS

The B3-PD PDR is in line with the CFR and reflects a 50% family
recovery rate. Following the envisaged tap offering, the capital
structure will consist of EUR1,345 million equivalent of term loans
and the EUR145 million RCF, both senior secured first lien, ranking
pari passu, and guaranteed by at least 80% of group EBITDA; and the
EUR345 million senior secured second lien term loan.

The senior secured first lien term loans are rated B2 -- one notch
above the CFR -- reflecting their senior ranking in the waterfall.
The second lien term loan is rated Caa2 reflecting its subordinated
nature.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Zentiva will
successfully integrate the Alvogen assets and achieve the set out
cost synergies. Moreover, the stable outlook also reflects the
agency's expectations that Zentiva will continue to turn around its
French operations and achieve procurement savings -- which have
been lagging thus far -- following the separation from Sanofi.

While Moody's expects EBITDA to only grow modestly on an organic
basis in 2020, the rating agency expects a solid uptick in EBITDA
growth by 2021 allowing for the company's leverage to come down
towards 7x. The B3 CFR with stable outlook is currently positioned
in the low end of the rating category and has limited headroom for
further debt financed acquisitions or deterioration in operating
performance.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the rating is unlikely to build in the near
term in view of the company's current high leverage following the
acquisition of the Alvogen assets. Over time, upward pressure could
materialize should Zentiva successfully deleverage below 6x on a
sustainable basis.

Conversely, negative pressure on the rating could materialize if
(1) Zentiva were to fail in deleveraging from its current high
levels and Moody's adjusted leverage does not reduce towards 7.0x
by 2021; (2) operating performance would deteriorate, resulting in
substantial pressure on its free cash flows, or (3) the company's
liquidity profile were to deteriorate. Lastly, negative pressure
could also develop should further acquisition spend continue to be
in excess of the company's free cash flows.

LIST OF AFFECTED RATINGS

Outlook Actions:

Issuer: AI Sirona (Luxembourg) Acquisition S.a.r.l.

Outlook, Remains Stable

Affirmations:

Issuer: AI Sirona (Luxembourg) Acquisition S.a.r.l.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured 1st lien Bank Credit Facility, Affirmed B2

Senior Secured 2nd lien Bank Credit Facility, Affirmed Caa2

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.

COMPANY PROFILE

With reported pro forma revenue of around EUR980 million in 2019,
Zentiva is a leading European generics business holding number 1
market position in Czech Republic, Slovakia and Romania; and a
strong market position in Germany and France. Zentiva benefits from
a vertically integrated model through the value chain.

BERING III: Moody's Cuts CFR to B3; Reviews for Further Downgrade
-----------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the corporate
family rating of Bering III S.a r.l., the parent company of Spanish
fishing company Grupo Iberica de Congelados S.A.. Concurrently,
Moody's has downgraded to B3-PD from B2-PD the company's
probability of default rating and to B3 from B2 the senior secured
rating on the EUR310 million 1st lien term loan B facility due 2024
and on the EUR75 million Revolving Credit Facility due 2024
(together the senior secured facility) raised by Bering III. The
ratings remain under review for further downgrade.

The ratings were initially placed on review for downgrade on
September 5, 2019, following the announcement of the downgrade, on
August 30, of the Government of Argentina's foreign-currency and
local-currency long-term issuer and senior unsecured ratings to
Caa2 from B2 and of Argentina's long-term foreign-currency bond
ceiling to Caa1 from B1.

"The downgrade to B3 reflects the company's underperformance in
2019 which was largely due to unexpected adverse conditions in the
frozen shrimp market, mainly in China," says Paolo Leschiutta, a
Moody's Senior Vice President and lead analyst for Iberconsa.
"Prior to the downgrade, the rating was weakly positioned in the B2
category, allowing for only modest capacity to absorb deterioration
in profitability and cash flow generation," adds Mr Leschiutta.

The downgrade also partly reflects the company's reliance on its
operations in Argentina, where the company sources around 69% of
its catches. Iberconsa's B3 rating is one notch above Argentina's
country ceiling of Caa1. Iberconsa's ratings remain under review
for downgrade in line with those of the government of Argentina as
Moody's cannot exclude that further lowering of the sovereign
ceiling might result in a further downgrade of the company's
rating.

RATINGS RATIONALE

During 2019 the company's shrimp business, which represented more
than 50% of group profit in 2018, suffered from weak demand from
China. This was due to oversupply in the Chinese market which
resulted in a 40% reduction in shrimp exports from Argentina to
China in the first seven months of 2019, and in a drop in average
market prices to levels close to last ten years historic lows.

As a result, in an attempt to preserve profitability, Iberconsa
increased considerably its inventories during the year, resulting
in a temporary increase in working capital up to September 2019.
Although Moody's understands that most of the inventories have now
been sold ahead of the important Christmas season, and that working
capital should reduce before year end, lower selling prices
resulted in a drop in EBITDA and in higher than expected financial
debt.

Moody's also recognizes that the company's other businesses, namely
the hake and squid products, performed in line with expectations
and partially compensated for the difficulties in the shrimp
division. Nevertheless the rating agency now expects the company's
EBITDA during 2019 to fell short of last year's level of ca EUR81.7
million proforma for the 2018 acquisitions and to be below Moody's
original expectations.

The rating agency anticipates the company's financial leverage, on
a Moody's adjusted gross debt to EBITDA basis, to be almost 7.0x by
year end 2019, which is well above the 5.5x required to maintain
the previous B2 rating. Moody's understands that given the weak
demand in 2019, the fishing season in Argentina was shortened,
which should support a degree of price recovery into next year. In
addition, the average stock in the Chinese market seems to have
normalized which should also support a recovery in demand. In this
context, Moody's expects the company's financial leverage to reduce
towards 6.0x during 2020. The company's ability to improve
profitability and cash flow generation next year, however, will
remain dependent upon a recovery in market conditions which is too
early to predict and outside of the company's control.

Furthermore, albeit the company so far has been immune to the
difficult economic environment in Argentina, the downgrade and
further review for downgrade process also reflect the current
country ceiling of Argentina of Caa1, and the sovereign ratings of
Caa2 which remains under review for downgrade. This is because of
the large exposure of Iberconsa's profit and cash generation to
assets and operations located in Argentina and the company's
weakened financial profile, as a result of which, the company's
rating is likely to remain constrained in the near term at no more
than one notch above the country ceiling.

The company sources ca 69% of its catches from Argentina and most
of these are then processed or shipped from Argentinian facilities.
Furthermore the company's reliance on Argentinian shrimps, which
require a higher level of inland processing, is substantial.
Although, Moody's believes the current regulatory regime is
favourable to the company, the rating agency cannot exclude that a
more adverse rules or taxes might be put in place by the government
which might result in lower cash generation for the company.

Moody's also recognizes that the company has no local debt and
mainly sell its products into hard currency which protects
Iberconsa to some extent from the risk of moratorium on its
financial liabilities or difficulties in sourcing hard currencies.

Moody's would like to draw attention to certain environmental,
social and governance (ESG) considerations with respect to
Iberconsa. Moody's believes Iberconsa to be exposed to
environmental risks, given the reliance on availability of fish
which quantity are not predictable and dependent on a number of
external factors including weather conditions. More positively
Moody's recognizes that increasingly health-conscious consumers are
driving demand for fish consumption, which represents a long term
trend supporting the industry. In terms of governance, Moody's
notes that the company is tightly controlled by Platinum Equity
which, as is often the case in highly levered, private equity
sponsored deals, has in Moody's view a high tolerance for risk and
governance is comparatively less transparent.

The B3 rating of Bering III continues to be supported by
Iberconsa's (1) well established fishing operations in the southern
hemisphere; (2) the regulatory barriers provided by the current
licenses and quotas systems; (3) the strong growth fundamentals in
fishing consumption globally; and (4) expectation for a recovery in
free cash flow generation and operating margins.

The ratings are constrained by Iberconsa modest size, exposure to
emerging markets, in particular the challenged Argentinian
environment and narrow geographic diversification both in terms of
procurement and sales distribution, and potential volatility in its
operating performance as the company remains exposed to a number of
factors beyond management's control like availability of fish,
potential regulatory changes, weather conditions, market prices of
fish products, oil price movements and foreign currency
volatility.

LIQUIDITY

Iberconsa's liquidity has deteriorated in light of weaker than
expected free cash flow generation, higher than expected drawings
under its EUR75 million RCF and reduction in the company's
financial covenants headroom. Moody's expects part of the EUR37.5
million drawing under the revolving credit facility to be repaid
before year end, but this largely depends on the reversal of
working capital outflow in the last quarter of the year.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings remain on review for downgrade, pending the outcome of
the review on the Argentinian sovereign ratings. A downgrade of
Argentina's country ceiling might result in a downgrade of
Iberconsa's ratings.

In addition, the rating could be lowered if (1) Iberconsa's
operating performance and free cash flow generation deteriorates
beyond Moody's expectations, ; (2) the company's financial leverage
measured by Moody's adjusted debt to EBITDA remains above 6.5x for
a sustained period of time; (3) the company implements a more
aggressive financial policy that leads to a permanent deterioration
in credit metrics; or (4) its liquidity profile weakens.

The company's business profile including its modest size and
exposure to a number of external factors and the current country
ceiling of Argentina limit upside potential on the rating. However,
positive rating pressure could materialise in case of (1) a long
track record of stable operating margins and proven ability to
weather potential market price volatility; (2) a Moody's adjusted
debt to EBITDA reducing below 5.5x on a sustainable basis; and (3)
sustained free cash flow generation resulting in stronger
liquidity.

LIST OF AFFECTED RATINGS

Issuer: Bering III S.a r.l.

Downgrades:

LT Corporate Family Rating, Downgraded to B3 from B2; Placed Under
Review for further Downgrade

Probability of Default Rating, Downgraded to B3-PD from B2-PD;
Placed Under Review for further Downgrade

Senior Secured Bank Credit Facility, Downgraded to B3 from B2;
Placed Under Review for further Downgrade

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Protein and
Agriculture published in May 2019.

COMPANY PROFILE

Bering III, headquartered in Luxemburg, is the parent company of
Grupo Iberica de Congelados S.A. (Iberconsa), incorporated in
Spain, which main activity is to catch, process and distribute
frozen hakes, shrimps and squid. The company fishes in Argentina,
Namibia and South Africa, freezes its catches directly on its
vessels or in some production facilities in Argentina or South
Africa and distributes its product mainly across Europe,
particularly in Spain, Italy and Portugal and across Asia, mainly
in China and Japan. In 2018 the company reported revenues and
EBITDA of EUR344 million and EUR70 million, respectively.



===============
P O R T U G A L
===============

CAIXA GERAL: Fitch Rates EUR500MM Sr. Non-Preferred Notes Final BB
-------------------------------------------------------------------
Fitch Ratings assigned Caixa Geral de Depositos, S.A.'s
(BB+/Stable) debut EUR500 million senior non-preferred notes a
final long-term rating of 'BB'. The notes were issued on November
18, 2019 under the bank's existing EUR15 billion euro medium-term
note programme.

KEY RATING DRIVERS

CGD's senior non-preferred notes are rated one notch below the
bank's Long-Term Issuer Default Rating (IDR) as Fitch sees a
heightened risk of below-average recoveries for this debt class.
This results from full depositor preference being in force in
Portugal and Fitch's expectation that the bank will meet its
minimum requirement for own funds and eligible liabilities (MREL)
with a combination of senior preferred and more junior instruments.
CGD's liability structure is dominated by deposits. Furthermore,
Fitch would not expect any regulatory action that would reduce
losses on subordinated instruments. Therefore, and in line with
Fitch's Exposure Draft, the final rating is one notch below the
'BB+'(EXP) expected rating assigned to the notes on November 12,
2019.

Senior non-preferred debt constitutes a new senior debt class under
Portuguese law. It was introduced on March 14, 2019 when the
amendment to the Portuguese Liquidation Act (199/2006 Decree Law)
implementing EU Directive 2017/2399 into Portuguese law came into
force. In accordance with the new Article 8-A of the Decree Law, in
insolvency, senior non-preferred obligations rank junior to other
senior claims and senior to any junior claims. In connection with
this amendment, Portugal also enacted full depositor preference. As
a result, all bank deposits in Portugal, including those held by
corporate and institutional clients, rank higher than senior
unsecured claims in a resolution or liquidation. Under the new
creditor hierarchy, insured deposits (typically retail deposits
smaller than EUR100,000) and non-insured individual and SME
deposits are "super-preferred", ranking above other deposits.

The Single Resolution Board has set CGD's MREL requirement at
24.65% of risk-weighted assets (RWA) based on end-2017 data, to be
met by early 2023. Fitch estimates that CGD will need to issue
around EUR1.5 billion of eligible instruments and will meet its
requirement through a combination of senior preferred and senior
non-preferred debt in addition to regulatory capital instruments.

RATING SENSITIVITIES

The long-term rating of senior non-preferred debt is primarily
sensitive to changes in CGD's Long-Term IDR. The rating is also
sensitive to divergence between the final Bank Rating Criteria,
when published, and the current Exposure Draft.

ESG CONSIDERATIONS

The highest level of ESG credit relevance for CGD is a score of 3.
This means ESG issues are credit-neutral or have only a minimum
credit impact on the entity, either due to their nature or to the
way in which they are being managed by the entity.



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

SOGLASIE INSURANCE: Fitch Publishes B+ IFS Rating, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings published Soglasie Insurance Company Ltd. an Insurer
Financial Strength Rating of 'B+'. The Outlook is Stable.

KEY RATING DRIVERS

The rating reflects Soglasie's weak risk-adjusted capital position,
a track record of significant adverse restatements under IFRS
reporting on prior year accounts and the weak quality of the
company's investment portfolio. Depletion of capital has been
prevented by significant capital injections made by Soglasie's sole
individual shareholder. The Stable Outlook reflects Fitch's
expectation that Soglasie's financial performance stabilised in
2018.

Soglasie's risk-adjusted capital position score, as measured by
Fitch's Prism Factor-Based Model (FBM), was 'Weak' in 2018, albeit
moderately improved from 2017. Due to stronger earnings generation
Soglasie's equity strengthened to RUB7.3 billion at end-2018 from
RUB4.2 billion in 2017. This follows the company reporting negative
equity balances in 2013-2016 mainly as a result of adverse reserve
development. Soglasie's regulatory solvency margin, calculated
according to a Solvency I-like formula, was very strong at 215% at
end-9M19, compared with 77% at end-2017.

In 2018 Soglasie reported a current-year net profit, and unlike
prior years it did not declare any notable prior year restatements.
The net profit of RUB3.2 billion in 2018 was supported by a
positive underwriting result, investment income and some FX gains.
The net result in 2017 was also positive at RUB1.7 billion, but
Soglasie retrospectively acknowledged a RUB9 billion net loss on
prior year accounts in this year. The significant net loss the
insurer accumulated in 2011-2016 was fully offset by the
shareholder's capital injections.

Soglasie's underwriting performance has notably improved in the
past two years, with the combined ratio at 101% in 2018 and 97% in
2017. This follows an average of 117% over 2013-2016. The relative
improvement in 2017-2018 was largely achieved through a reduced
loss ratio in motor third partly liability (MTPL), which benefited
from positive reserve releases. Based on the non-consolidated
interim regulatory reporting, the insurer continued to report a
positive underwriting result in 9M19, although the combined ratio
modestly deteriorated to 98% from 92% in 9M18. The net profit also
reduced to RUB0.6 billion in 9M19 to RUB1.7 billion in 9M18.

The quality of Soglasie's investment portfolio has notably improved
after the reduction of equity holdings in 2018 and sale of
significant amount of related-party bonds in October 2019, but
remains weak. Following these asset allocation changes, the ratio
of low liquid assets, including related-party securities and land,
to the insurer's equity reduced to 52% at end-10M19 from 92% at
end-2018, based on the standalone regulatory reporting. The size of
the portfolio and the significant weight of low liquid investments
has prevented Soglasie from generating stronger investment income
to support the return on equity to date. Soglasie has a low level
of coverage of the non-life net technical reserves by liquid
assets.

RATING SENSITIVITIES

The rating could be upgraded if Soglasie strengthens its
risk-adjusted capital position, reflected in a Prism FBM score of
at least 'Somewhat Weak', provided that there are no further
significant prior year adverse restatements.

The rating could also be upgraded if the company improves the
non-life underwriting result and prior year reserves do not develop
unfavourably.

The rating could be downgraded if Soglasie's risk-adjusted capital
position weakens or the insurer returns to negative profitability
over a prolonged period of time.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. ESG issues are credit-neutral
or have only a minimal credit impact on the entity, either due to
their nature or to the way in which they are being managed by the
entity.



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

CAIXABANK PYMES 11: Moody's Rates EUR318.5MM Series B Notes (P)Caa1
-------------------------------------------------------------------
Moody's Investors Service assigned the following provisional
ratings to the debts to be issued by CAIXABANK PYMES 11, FONDO DE
TITULIZACION:

EUR2,131.5M Series A Notes due April 2052, Assigned (P)Aa2 (sf)

EUR318.5M Series B Notes due April 2052, Assigned (P)Caa1 (sf)

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

The transaction is a static cash securitisation of loans and
draw-downs under credit lines granted by CaixaBank, S.A.
("CaixaBank", Long Term Deposit Rating: A3 /Short Term Deposit
Rating: P-2, Long Term Counterparty Risk Assessment: A3(cr) /Short
Term Counterparty Risk Assessment: P-2(cr)) to mainly small and
medium-sized enterprises (SMEs) and self-employed individuals
located in Spain.

RATINGS RATIONALE

The ratings of the Notes are primarily based on the analysis of the
credit quality of the underlying portfolio, the structural
integrity of the transaction, the roles of external counterparties
and the protection provided by credit enhancement.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) performance of CaixaBank originated
transactions have been better than the average observed in the
Spanish market; (ii) granular and diversified pool across industry
sectors; (iii) around 9% of the debtors are corporate; (iv)
refinanced and restructured assets have been excluded from the pool
and (v) 13% subordination under Series A Notes. However, the
transaction also presents challenging features, such as: (i)
significant exposure to the construction and building sector at
around 22% of the pool volume, which includes a 11.5% exposure to
real estate developers, in terms of Moody's industry
classification; (ii) strong linkage to CaixaBank as it holds
several roles in the transaction (originator, servicer and accounts
bank) and (iii) no interest rate hedge mechanism being in place.

  - Key collateral assumptions:

Mean default rate: Moody's assumed a mean default rate of 9.5% over
a weighted average life of 3.8 years (equivalent to a Ba3 proxy
rating as per Moody's Idealized Default Rates). This assumption is
based on: (1) the available historical vintage data, (2) the
performance of the previous transactions originated by CaixaBank
and (3) the characteristics of the loan-by-loan portfolio
information. Moody's also took into account the current economic
environment and its potential impact on the portfolio's future
performance, as well as industry outlooks or past observed
cyclicality of sector-specific delinquency and default rates.

Default rate volatility: Moody's assumed a coefficient of variation
(i.e. the ratio of standard deviation over the mean default rate
explained) of 47.6%, as a result of the analysis of the portfolio
concentrations in terms of single obligors and industry sectors.

Recovery rate: Moody's assumed a stochastic recovery rate with a
42% mean, primarily based on the characteristics of the
collateral-specific loan-by-loan portfolio information,
complemented by the available historical vintage data.

Portfolio credit enhancement: the aforementioned assumptions
correspond to a portfolio credit enhancement of 20%, that take into
account the current local currency country risk ceiling (LCC) for
Spain of Aa1.

As of October 2019, the audited provisional portfolio was composed
of 36,146 contracts amounting to EUR 2,533 million. The top
industry sector in the pool, in terms of Moody's industry
classification, is the Construction and Building sector (22.4%).
The top borrower group represents 0.63% of the portfolio and the
effective number of obligors is over 1,000. The assets were
originated mainly between 2018 and 2019 and have a weighted average
seasoning of 1.18 years and a weighted average remaining term of
6.75 years. The interest rate is floating for 55.67% of the pool
while the remaining part of the pool bears a fixed interest rate.
The weighted average interest rate of the pool is 1.96%.
Geographically, the pool is concentrated mostly in the regions of
Catalonia (27%) and Madrid (12%). At closing, assets in arrears up
to 30 days will not exceed 5% of the pool balance, while assets in
arrears between 30 and 90 days will be limited to up to 1% of the
pool balance and assets in arrears for more than 90 days will be
excluded from the final pool.

Around 23% of the portfolio is secured by mortgages over different
types of properties.

  - Key transaction structure features:

Reserve fund: The transaction benefits from a EUR 115.15 million
reserve fund, equivalent to 4.70% of the balance of the Series A
and Series B Notes at closing. The reserve fund provides both
credit and liquidity protection to the Notes.

  - Counterparty risk analysis:

CaixaBank will act as servicer of the loans for the Issuer, while
CaixaBank Titulizacion S.G.F.T., S.A.U. (NR) will be the management
company (Gestora) of the transaction.

All of the payments under the assets in the securitised pool are
paid into the collection account at CaixaBank. There is a daily
sweep of the funds held in the collection account into the Issuer
account. The Issuer account is held at CaixaBank with a transfer
requirement if the rating of the account bank falls below Ba2.

  - Principal Methodology:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating SME Balance Sheet Securitizations" published in
July 2019.

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

The Notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and Spain's
country risk could also impact the Notes' ratings.



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

PRIVATBANK: IMF Seeks Changes on Bank Insolvency Legislation
------------------------------------------------------------
UkrainianJournal.com reports that Ukraine is adjusting to the IMF
demands and changing its legislation on bank insolvency to make it
illegal for insolvent banks to return to their former owners,
government officials have said.

According to UkrainianJournal.com, the IMF is specifically focused
on the 2016 nationalization of Ukraine's largest lender,
PrivatBank, and seeks to make sure it won't be reversed.

While President Volodymyr Zelenskiy has said his administration
would make "every effort" to recover government funds spent on
compensation to the depositors of failed and nationalized banks,
the IMF wants to know the exact mechanism of how Ukraine would do
it, UkrainianJournal.com relates.

Ukraine's new banking law that is yet to be approved by Parliament
would end the often lengthy legal insolvency disputes between the
state and former owners of failed banks, UkrainianJournal.com
discloses.  According to the law draft, once acquired, insolvency
disputes would be sent straight to the Supreme Court,
UkrainianJournal.com states.

If approved, the new law would allow the government to sell the
assets of insolvent banks almost immediately and if the insolvency
were later found to be unlawful by courts the government would
compensate the former owners with money payment, but won't return
the assets, UkrainianJournal.com notes.

Ukraine spent about US$3.7 billion to repay clients of its failed
banks since 2012, UkrainianJournal.com relays, citing government
data.  It has also spent about US$6.4 billion to refinance the
nation's largest lender PrivatBank before the government took over
it under previous administration led by President Petro Poroshenko,
UkrainianJournal.com recounts.  The bank was owned by billionaire
Ihor Kolomoisky, a close ally of President Zelensky,
UkrainianJournal.com states.   Mr. Kolomoisky, UkrainianJournal.com
says, seeks to regain control over the bank after it was
transferred into state ownership due to insolvency.



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

DE LA RUE: Warns of Material Uncertainty Over Future
----------------------------------------------------
Simon Foy at The Telegraph reports that ailing banknote maker De la
Rue has warned that there is "material uncertainty" over its future
as it suspended its dividend and said it was conducting a review to
cut costs.

The company swung to a GBP12 million loss for its half year and
reported a 15% drop in revenue for the same period, The Telegraph
discloses.

According to The Telegraph, De La Rue said it could breach banking
covenants with its lenders if it does not make as much money from
its contracts as expected or if it cannot cut costs quickly enough.


"We have concluded there is a material uncertainty that casts
significant doubt on the group's ability to continue as a going
concern," The Telegraph quotes the company as saying.


EDDIE STOBART: Wincanton Fails to Submit Takeover Bid
-----------------------------------------------------
Oliver Gill at The Telegraph reports that Eddie Stobart has
attacked rival Wincanton for failing to submit a takeover bid,
leaving investors with just one option to rescue the troubled
trucking company.

According to The Telegraph, the firm said it was "disappointed"
with Wincanton, which had been given access to confidential files
belonging to one of its fiercest rivals.

Wincanton dropped out of the running on Nov. 25, citing concerns
about Eddie Stobart's finances, The Telegraph relates.

Eddie Stobart is racing to secure fresh funding after being plunged
into crisis earlier this year, The Telegraph notes.

It revealed a multimillion-pound hole in its accounts earlier this
month, The Telegraph recounts.  This followed an announcement in
August of accounting irregularities and the departure of its chief
executive, according to The Telegraph.



THG OPERATIONS: Fitch Assigns B+(EXP) LT IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings assigned the beauty and wellbeing direct-to-consumer
seller THG Operations Limited, a wholly owned trading subsidiary of
The Hut Group, a first-time expected Long-Term Issuer Default
Rating of 'B+(EXP)' with a Stable Outlook. Fitch has also assigned
a senior secured rating of 'BB-(EXP)'/'RR3' to a bullet term loan
to be issued by THG.

The assignment of final ratings is contingent on the successful
placement of loans. Final documents including formalisation of the
new trading restricted group should conform to information already
received.

The rating reflects THG's strong position in both beauty and
wellbeing direct-to-consumer seller (D2C) channels, good
geographical diversification facilitated by its internally
developed intellectual property (Ingenuity platform) and
established distribution network. The rating also takes into
consideration the ability to deleverage from high opening leverage
that is more commensurate with a 'B' rating, partly offset by
proven access to equity financing, as well as moderate risks
associated with the execution of management's organic growth
strategy.

The Stable Outlook reflects Fitch's expectation that THG will
materially deliver on the high levels of expected growth, despite
intense competitive pressures in both wellbeing and beauty
segments, prompted by its integrated model offering. Profit
expansion along with maintaining a conservative financial policy
will support the envisaged deleveraging path resulting in limited
refinancing risks consistent with a 'B+' rating.

KEY RATING DRIVERS

Established Business Model: The 'B+' IDR is supported by THG's
established position in the beauty and wellbeing consumer markets,
underpinned by moderate geographical diversification and increasing
penetration of markets outside of UK/Europe. The Ingenuity platform
enables the group's end-to-end supply chain to reach a global
online audience. Furthermore, the platform is also leveraged to
third parties including global FMCG groups providing tailored D2C
solutions, with high levels of customer retention indicative of
THG's strong in-house capabilities.

Well Positioned for Growth: THG's business model is well placed to
capture the continuing transition of consumers to online channels,
as well as benefiting from supportive trends in global demand for
its beauty and wellbeing products. M&A is not a pre-requisite for
future growth, although management will look to add new brands to
its portfolio. The 'B+' IDR captures Fitch's expectation that
future acquisitions will be funded conservatively as in the past,
and will continue to enhance the business model around its existing
capabilities, rather than transform it, resulting in manageable
integration risks at this rating level.

Retail Enabled by Technology: THG's in-house "Ingenuity" e-commerce
platform and owned infrastructure represent a high barrier to new
entrants, only matched partly by Amazon. However, THG operates in
higher end segments, where brands are careful to curate their
image, and how they reach consumers, versus Amazon's "mass"
positioning, and its main appeal to buyers as a marketplace,
focusing on product breadth and service with swift delivery
capabilities.

Moderate Execution Risks to Persist: The core wellbeing and beauty
products (84% of fiscal 2018 EBITDA) are subject to fast changing
consumer tastes; therefore, innovation of own brands and selection
of third party products will remain crucial as both markets are
subject to intense competition (substitution and price).
Additionally, deeper penetration in North America and APAC markets
is central to the c.20% (yoy) organic growth rate expected by
management. THG's M&A strategy, reflected in supply chain
integration or acquisition of beauty brands, revamped and
relaunched on to other markets, is captured in Fitch's moderate
assessment of execution risks.

Solid Organic Growth, Stable Margins: Fitch projects steady
financial performance driven by high organic growth, which the
agency believes is largely achievable, despite its expectation of
stable EBITDA margin. Further upside exists from increasing pricing
power; however, Fitch expects only a mild increase in margins
towards 8.5% (2019 forecast: 8.0%) over the rating horizon,
balancing the long-term investment in the business at the expense
of short-term margin accretion.

Good Ability to Deleverage: The transaction brings FFO adjusted
gross leverage to 6.9x (expected for 2019), a level that is high
for a 'B+' IDR. Future deleveraging is largely contingent on
further profit expansion, resulting from organic sales growth as
well as bolt-on M&A and resulting phased synergies, as Fitch
currently expects broadly neutral free cash flow (FCF) generation,
after factoring capex of around 6% of sales, primarily in IT and
related infrastructure.

Relatively Prudent Financial Policy: THG is contemplating a
refinancing supported by additional equity funds as a
diversification of the funding mix, providing additional
flexibility for future inorganic growth. THG's historic growth has
featured a strong equity commitment from its wide range of
institutional shareholders, in tandem with debt funding. The rating
reflects Fitch's expectation that THG will continue its prudent
financial policy with leverage to be managed in the low to
mid-range provided by management between 3.5x-5.0x
(net-debt/EBITDA). In Fitch's forecasts, it anticipate FFO adjusted
gross and net leverage converging at 4.5x - 4.0x, respectively by
2023 with no dividends envisaged over the rating horizon.

DERIVATION SUMMARY

Fitch rates THG according to its global rating navigator framework
for consumer product companies. Whilst Fitch recognises the group's
retailing and business service offerings, the group's business
model is underpinned by an end-to-end supply chain that aligns
THG's business model most closely to Fitch's consumer framework.

THG's 'B+(EXP)'/Stable rating compares well to direct (via
representatives) beauty sellers Oriflame (B+/Stable) and Avon
Products, Inc. (B+/Rating Watch Positive). Both Oriflame and Avon
Products, Inc.'s larger respective scales and envisaged positive
FCF relative to THG's in terms of EBITDAR size, and broadly neutral
FCF margin from 2020, are balanced against THG's greater
diversification of revenue streams and its online D2C channel,
which is a direct challenge to representative-led beauty seller
business models. THG's business model is better placed to capture
the continued transition of consumers to on-line channels.

The one notch difference between THG and Sunshine Luxembourg
(ex-Galderma) (B/Stable) takes into account Galderma's initially
weak credit metrics (post carve-out) despite its significantly
larger product offering and scale relative to THG. THG is rated
higher than Anastasia Beverly Hills, Inc. (ABH, B/Negative), which
now sells its products on THG's main beauty product website. ABH is
diversifying its distribution channels in light of a sustained
decline in revenue and margins; historically distribution has been
focused mainly in U.S. department stores.

Non-food retailer Shop Direct Limited's (B/Negative) rating is one
notch lower than THG's, given its geographical concentration to the
UK market and exposure to customer redress payments (PPI) via its
consumer finance division. Shop Direct also operates exclusively in
the online retail space, primarily with its Very brand.

Additionally, THG's organic growth rates provide a stronger ability
to deleverage. THG's rating is one notch lower than Ocado Group PLC
(BB-/Negative) despite THG's current stronger financial metrics, as
Ocado undergoes an accelerated transition from a pure UK online
food retailer to an international technology and business services
company. By fiscal 2022, Fitch expects Ocado to have a consolidated
FFO adjusted gross leverage of around 4.0x, and overall, a lower
appetite for leverage compared to THG.

KEY ASSUMPTIONS

  - High levels of organic growth from the group's existing product
portfolio supplemented by acquired revenues, with a CAGR of c.20%
(2018-2022);

  - Fitch Adjusted EBITDA margin improving towards 8.5% (7.4% in
2018);

  - Other items before FFO of GBP7 million reflecting a combination
of cash outflows associated with share-based incentive payments,
M&A- related fees including integration costs and non-capex
requirements of the Warehouse in Poland;

  - Working Capital to remain broadly neutral with a small
volatility associated with higher inventory levels as part of
Brexit preparation;

  - Capex intensity around 6% of annual sales (post transaction for
the restricted group);

  - No dividends expected to be paid;

  - Annual bolt-on M&A spending (fiscal 2020 onwards) funded 50:50
by debt and new equity. Fitch assumes purchased EV/EBITDA multiples
of 10x with zero EBITDA recognised in the year of acquisition, and
then EBITDA evenly phased in over the subsequent two years.

Recovery Assumptions

  - The recovery analysis assumes that THG would be restructured as
a going concern rather than liquidated in a hypothetical event of
default;

  - THG post-reorganisation, going-concern EBITDA reflects Fitch's
view of a sustainable EBITDA that is 10% below the 2019 Fitch
forecast EBITDA of GBP92 million, given Fitch's degree of
visibility over the near-term growth trajectory. The stress on
EBITDA would most likely result from operational issues likely
perpetuated by lower growth and weaker margins than currently
envisaged in the beauty and wellbeing divisions;

  - Fitch applies a distressed EV/EBITDA multiple of 5.5x to
calculate a going-concern enterprise value, reflecting THG's
established position in both beauty and wellbeing D2C channels,
underpinned by internally developed intellectual property.

  - Based on the payment waterfall the planned multi-currency
revolving credit facility of GBP150 million equivalent (assumed
fully drawn in the event of default) ranks pari passu with the
planned senior secured term loan totalling GBP510 million
equivalent. Fitch has assumed that the warehouse loan relating to
the Polish distribution and production facility (GBP35 million)
ranks senior to the claims of senior secured facilities in event of
distress. The warehouse itself does not form part of the collateral
for the lenders of the senior secured facilities and is ring-fenced
for the warehouse loan lenders.

After deducting 10% for administrative claims, Fitch's waterfall
analysis generates a ranked recovery for the senior secured loans
in the 'RR3' band, indicating a 'BB-(EXP)' instrument rating, one
notch above the IDR. The waterfall analysis output percentage on
current metrics and assumptions was 57%.

RATING SENSITIVITIES

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

  - Greater business scale, diversity and maturity of the Ingenuity
platform across other brands and retail segments reflected in
continuing double digit sales growth and EBITDA margin
(Fitch-defined) sustainably above 10%;

  - FFO Adjusted gross leverage sustainably below 4.5x (net of cash
below 4.0x);

  - FCF margin sustainably above 2% and FFO fixed charge cover
above 3.0x;

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

  - More aggressive financial policy or operating underperformance
leading to FFO adjusted gross leverage not reducing towards 5.5x by
2021;

  - FFO Fixed Charge Coverage below 2.0x for two consecutive
years;

  - Increased competition and/or delayed or failure in leveraging
bolt-on acquisition of brands leading to EBITDA margin
(Fitch-defined) sustainably below 7.5%;

  - FCF margin consistently neutral to negative (below -2%).

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: A neutral FCF margin combined with an RCF of
GBP150 million provides comfortable levels of liquidity given the
lack of debt repayments over at least the next three years, and
limited cash flow seasonality during the year -In its liquidity
calculations Fitch strips out GBP25 million from available cash
reflecting such intra-year working capital swings.

The group plans to continue operating with 0.5x-1x EBITDA of cash
on balance sheet at all times. Given the expected thin generation
of FCF (in absolute terms), Fitch assumes that M&A would be
externally-funded through a mix of (primarily) debt and equity of
which there is a strong track record of commitment from both
existing and new investors.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. ESG issues are credit-neutral
or have only a minimal credit impact on the entity, either due to
their nature or to the way in which they are being managed by the
entity.

THOMAS COOK: Condor Draws Substantial Takeover Interest
-------------------------------------------------------
Klaus Lauer at Reuters reports that Thomas Cook's German airline
Condor has drawn substantial interest from potential suitors, the
group said on Nov. 26, two months after its parent collapsed.

Unlike Thomas Cook, Condor received a lifeline from Germany in the
form of a EUR380 million (US$419 million) bridging loan and filed
for investor protection proceedings, which requires that a company
is not yet insolvent and can be saved, Reuters relates.

"A structured bidding process shows a high level of interest from
strategic and financial investors in a takeover of Condor," the
group, as cited by Reuters, said in a statement, adding that
earnings before interest and tax in the year to Sept. 30 rose by
about a third to EUR57 million.

                    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,
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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.

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