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

                          E U R O P E

          Tuesday, December 3, 2019, Vol. 20, No. 241

                           Headlines



C R O A T I A

ADRIATIC D.D.: Adris Grupa Becomes Hotel Marjan's Legal Owner
RIZ ODASILJACI: ZSE to Delist Shares Following Bankruptcy


D E N M A R K

ORSTED A/S: S&P Rates New Sub. Hybrid Capital Security 'BB+'


F I N L A N D

MEHILAINEN YHTYMA: Moody's Affirms B3 CFR, Outlook Stable


F R A N C E

IDEMIA GROUP: Fitch Affirms B LT IDR, Outlook Stable


I R E L A N D

SEAPOINT PARK CLO: S&P Assigns B- (sf) Rating to Class E Notes


I T A L Y

FIRE (BC) SARL: S&P Affirms 'B' Rating, Outlook Stable


R O M A N I A

IMPACT DEVELOPER: S&P Assigns 'B-' Long-Term ICR, Outlook Stable


R U S S I A

FG BCS: S&P Affirms 'B/B' Issuer Credit Ratings, Outlook Positive
PROMSVYAZBANK: S&P Alters Outlook to Pos. & Affirms 'BB-' LT ICR


S W E D E N

ASSEMBLIN FINANCING: Fitch Assigns B(EXP) LT IDR, Outlook Stable
ASSEMBLIN FINANCING: Moody's Assigns B2 CFR, Outlook Stable


S W I T Z E R L A N D

SCHMOLZ + BICKENBACH: Capital Increase Failure May Spur Bankruptcy


T U R K E Y

NET HOLDING: Fitch Alters B IDR Outlook to Neg., Then Withdraws It


U N I T E D   K I N G D O M

EDDIE STOBART: Advisers Recommend Support for Dbay Takeover Offer
ESTATE UK-3: S&P Lowers Class A1+ Notes Rating to 'D (sf)'
KION MORTGAGE: Moody's Ups EUR18MM Class C Notes Rating to Ba2
MB AEROSPACE: S&P Alters Outlook to Negative & Affirms 'B' ICR
THOMAS COOK: Travel Companies Rescue Parts of French Subsidiary

VINCENT TOPCO: S&P Assigns Prelim 'B' ICR, Outlook Stable
ZOPA: On Track to Secure GBP130MM Capital Lifeline

                           - - - - -


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C R O A T I A
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ADRIATIC D.D.: Adris Grupa Becomes Hotel Marjan's Legal Owner
-------------------------------------------------------------
SeeNews reports that Croatian blue-chip diversified company Adris
Grupa said on Nov. 27 it has become the legal owner of Split-based
hotel complex Hotel Marjan following a court ruling on bankruptcy
proceedings.

Adris said in a statement with the Zagreb bourse the company gained
full ownership rights following a decision of the commercial court
in Split, issued within the bankruptcy proceedings against
Split-based Adriatic d.d., SeeNews relates.

According to earlier media reports, Adris Grupa bought Hotel Marjan
for HRK324 million (US$47.9 million/EUR43.6 million) in August in
an electronic public auction organised by the Split commercial
court, SeeNews discloses.



RIZ ODASILJACI: ZSE to Delist Shares Following Bankruptcy
---------------------------------------------------------
SeeNews reports that the Zagreb Stock Exchange (ZSE) said on Nov.
25 it is delisting the shares of state-controlled radio
broadcasting equipment manufacturer RIZ Odasiljaci following the
launch of bankruptcy proceedings against the company.

According to SeeNews, the bourse operator said in a statement ZSE
received a request for the delisting submitted by the bankruptcy
trustee of RIZ Odasiljaci on Nov. 22.

As a result, the company's shares will be delisted as of Dec. 25,
SeeNews discloses.  Their last day of trading will be Dec. 23,
SeeNews states.

Last month, RIZ Odasiljaci announced that the commercial court in
Bijelovar had launched bankruptcy proceedings against it on Oct. 2,
acting upon a request filed by Croatia's financial regulator Fina
in February, SeeNews relates.

Fina's data show RIZ Odasiljaci had payment arrears worth HRK9.1
million (US$1.3 million/EUR1.2 million) as of Feb. 25, SeeNews
notes.

The company has said that its accounts have been blocked over
unpaid debt since November 2018, SeeNews recounts.

The Croatian government controls 55% of RIZ Odasiljaci, SeeNews
relays, citing the Nov. 25 data of the ZSE.




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D E N M A R K
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ORSTED A/S: S&P Rates New Sub. Hybrid Capital Security 'BB+'
------------------------------------------------------------
S&P Global Ratings said that it had assigned its 'BB+' long-term
issue rating to the proposed perpetual, optionally deferrable, and
subordinated hybrid capital security to be issued by Orsted A/S
(BBB+/Stable/A-2). The hybrid amount remains subject to market
conditions. The proceeds will be used to replace the existing
EUR600 million hybrid issued in April 2015 with a first optional
redemption call date in August 2020.

S&P considers the proposed security to have intermediate equity
content until its first reset date because it meets its criteria in
terms of subordination, permanence, and deferability at the
company's discretion during this period.

Parallel with the issuance, Orsted will launch a tender offer on
the existing EUR600 million hybrid issued in April 2015. S&P
understands the group's financial policy is at least to maintain
its current amount of total outstanding hybrids--Danish krone 13.2
billion, or about EUR1.8 billion.

S&P said, "If Orsted successfully issues the new security and
completes the liability management transaction, we will assign
intermediate equity content to the new hybrid instrument until the
first reset date and revise to minimal the equity content of the
refinanced amount of the EUR600 million hybrid issued in April
2015. We will maintain our intermediate equity content assessment
for any remaining amount that has been replaced as part of this
transaction. We also maintain the intermediate equity content
assessment on the remaining hybrids. This is, notably, because we
believe the new hybrid will replace the existing hybrid instrument
subject to the tender offer. This would mean the company maintains
at least the same amount of hybrid capital, and would therefore be
committed to replacing the instrument ahead of any future call or
buyback.

"We arrive at our 'BB+' issue rating on the proposed security by
notching down from our 'bbb' stand-alone credit profile for Orsted,
since we believe the likelihood of extraordinary government from
the Danish state to this security is low." The two-notch
differential reflects our notching methodology, which calls for
deducting:

-- One notch for subordination because S&P's long-term issuer
credit rating on Orsted is investment grade (that is, higher than
'BB+'); and

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

-- The notching to rate the proposed security reflects our view
that the issuer is relatively unlikely to defer interest. Should
S&P views change, it may increase the number of notches it deducts
to derive the issue rating.

In addition, to reflect S&P's view of the intermediate equity
content of the proposed security, we allocate 50% of the related
payments on the security as a fixed charge and 50% as equivalent to
a common dividend. The 50% treatment of principal and accrued
interest also applies to our adjustment of debt.

KEY FACTORS IN S&P's ASSESSMENT OF THE SECURITIES' PERMANENCE

Orsted can redeem the security for cash at any time during the
three months before the first interest reset date and on any coupon
payment date thereafter. Although the proposed security is
perpetual, it can be called at any time for tax, accounting,
ratings, or a substantial repurchase event. If any of these events
occur, Orsted intends, but is not obliged, to replace the
instruments. S&P said, "In our view, this statement of intent
mitigates the issuer's ability to repurchase the notes on the open
market. We understand that the interest to be paid on the proposed
security will increase by 25 basis points (bps) not earlier than 10
years from issuance, and by a further 75 bps 20 years after its
first reset date. We consider the cumulative 100 bps as a material
step-up, which is currently unmitigated by any binding commitment
to replace the instrument at that time. We believe the cumulative
100 bps step-up provides an incentive for the issuer to redeem the
instrument on its second step-up date."

S&P said, "Consequently, we will no longer recognize the instrument
as having intermediate equity content after its first reset date,
because the remaining period until its economic maturity would, by
then, be less than 20 years. However, we classify the instrument's
equity content as intermediate until its first reset date, so long
as we think that the loss of the beneficial intermediate equity
content treatment will not cause the issuer to call the instrument
at that point. Orsted's willingness to maintain or replace the
instrument in the event of a reclassification of equity content to
minimal is underpinned by its statement of intent."

KEY FACTORS IN S&P's ASSESSMENT OF THE SECURITIES' DEFERABILITY

S&P said, "In our view, Orsted's option to defer payment on the
proposed security is discretionary. This means that the company may
elect not to pay accrued interest on an interest payment date
because it has no obligation to do so. However, any outstanding
deferred interest payment, plus interest accrued thereafter, will
have to be settled in cash if Orsted declares or pays an equity
dividend or interest on equally ranking securities, and it redeems
or repurchases shares or equally ranking securities. However, once
Orsted has settled the deferred amount, it can still choose to
defer on the next interest payment date."

KEY FACTORS IN S&P's ASSESSMENT OF THE SECURITIES' SUBORDINATION

The proposed security and coupons are intended to constitute the
issuer's direct, unsecured, and subordinated obligations, ranking
senior to its common shares.




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F I N L A N D
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MEHILAINEN YHTYMA: Moody's Affirms B3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and the B3-PD probability of default rating issued at the level of
Mehilainen Yhtyma Oy. Concurrently, Moody's has affirmed the B2
instrument rating of the EUR1,140 million first lien term loan
(EUR760 million existing term loan and EUR380 million planned
add-on), the B2 instrument rating of the EUR225 million revolving
credit facility (EUR125 million existing RCF to be upsized to
EUR225 million) and the Caa2 instrument rating of the EUR200
million second lien term loan, all issued by Mehilainen Yhtiot Oy,
a subsidiary of Mehilainen Yhtyma Oy. The outlook of both entities
is stable.

The planned transaction includes a EUR380 million add-on to the
existing first lien term loan which with EUR165 million cash equity
injection from Mehilainen's shareholders will be used to finance
the acquisition of Pihlajalinna Oyj (Pihlajalinna or the target).
The closing of the acquisition is pending to 1) the agreement from
26.8% of the targets' shareholder to reach the minimum acceptance
threshold of 90% (63.2% agreement was received as part of the bid
announcement on the 5th of November) and 2) the clearance from
anti-trust authorities. The acquisition is expected to close by
Q2/Q3 2020.

The rating action reflects the following interrelated drivers:

  - Leverage increase to 8.0x (included planned add-on and full
year EBITDA target) from 7.5x (Mehilainen standalone) both based on
Moody's projected EBITDA for full year 2019

  - Deleveraging potential towards 6.5x by 2021 and 6.0x by 2022
driven by (1) top line growth fueled by greenfield and add-on
investments as well as new outsourcing contracts, (2) margin
improvement especially for the target and (3) gradual benefits from
synergies with full effect starting from 2022 only

  - The increase in size and strengthening of market positioning
with the combined entity becoming N°1 private operator in Finland
with EUR1.6bn revenue

  - Adequate liquidity notably supported by the planned RCF
increase of EUR100 million to EUR225 million

Following the transaction and based on Moody's expectation of
deleveraging well below 7.5x in the next 12 months, the CFR is
adequately positioned at B3. The transaction decreases the share of
second lien debt in the overall financial debt, hence weakening the
cushion provided to the first lien debt. As a result, there is
limited headroom for a further increase of the proportion of first
lien debt of the capital structure for the current B2 instrument
rating.

RATINGS RATIONALE

Mehilainen's B3 CFR is supported by: (1) its leadership position in
Finland's privately provided healthcare and social market, a
position which will be strengthened following the acquisition of
Pihlajalinna, (2) the company's diversification in terms of
services offered, customers and funding sources and (3) the
defensive nature and favourable trends of the Finnish healthcare
and social care market (+1.8% CAGR during 2014-19 for the total
market including a stronger growth of +3.6% for the same period for
the private providers including Mehilainen and Pihlajalinna -- a
trend which Moody's expects will continue). The company benefits
from barriers to entry including its size, its network of
facilities across Finland, its strong brand built thanks to its
long track record in the market and its experience navigating the
local complex regulatory environment.

Conversely, the CFR is constrained by (1) high starting leverage at
8.0x for the combined entity based on Moody's projections for full
year 2019, (2) the company's concentration to Finland only and
therefore exposure to its regulatory risks and (3) the execution
risks linked to the projected deleveraging including the
expectation of new outsourcing contracts win, ramp-up assumptions
linked to greenfield and add-on investments, the turnaround of the
target's profitability and the realization of synergies.

By acquiring Pihlajalinna, Mehilainen will increase its revenue to
EUR1.6 billion from EUR1.0 million (based on LTM September 2019
financials) and will strengthen its market positioning to N°1 in
Finland by revenue with a 27% market share, before Terveystalo
(EUR1.0 billion revenue). It will be also the most diversified
player covering the entire spectrum of healthcare and social care
services. By acquiring Pihlajalinna, Mehilainen will increase its
presence towards the healthcare outsourcing business,
Pihlajalinna's historic area of expertise. Moody's expects the
public healthcare outsourcing business to continue growing within
the current limit set by the regulation as municipalities look for
ways to achieve cost savings as demand for services increases amid
an ageing population. While conditions in these contracts vary, in
general, they tend to be less profitable than services offered to
private (insurance and out of pocket) and corporate customers.

Mehilainen's operating track record is good supported by
significant revenue growth from EUR505 million in 2015 to EUR1,041
million LTM September 2019 while increasing its profitability with
Moody's adjusted EBITDA margin increasing from 16.0% to 19.5%
during the same period. The significant growth has been fueled by
acquisitions and greenfield investments consuming all the cash flow
generated internally over the period. Mehilainen's margin has
declined by 0.8% from 2017 to LTM September 2019 because of a
combination of adverse market condition in elderly care (delayed
ram-up of greenfield due to oversupply and necessity to increase
the ratio of nurse to patient following media turmoil beginning to
2019) and an unprofitable outsourcing healthcare contract in
emergency, which has been terminated since.

Pihlajalinna's operating track record is mixed. The company has
grown its revenue from EUR399 million in 2016 to EUR512 million LTM
September 2019, mainly thanks to M&A notably in occupational
healthcare and new outsourcing healthcare contracts. The margin
development has been mixed with margin declining in 2018 because of
a mix of competitive tension in private healthcare, delays in the
SOTE reform and operational inefficiencies. In June 2019,
Pihlajalinna announced an "operational improvement programme"
aiming at turning around margins sustainably by rationalizing its
network and streamlining its organization.

In the next 18-24 months, Moody's expects revenue to grow at around
6% per annum, a slower pace than historic as M&A activity slows
down since the company will focus on integrating the sizeable
target and deleveraging. Moody's expects the margin of the target
to improve thanks to the benefit of its operating excellence plan
and the experience of Mehilainen in terms of profitability
improvement of underperforming units. The rating agency expects the
margins of Mehilainen's to improve but only very gradually from the
already good level, as management continues to implement efficiency
improvement measures. In its base case, management identified EUR33
million of synergies (down from EUR60 million full potential) which
will necessitate EUR20 million of implementation costs. During 2020
and 2021 Moody's forecasts that the implementation costs will
exceed synergies realization and as a result will weight on credit
metrics before showing full benefit starting from 2022 onwards. As
a result, Moody's expects the Moody's adjusted EBITDA margin to
improve from 15.2% in 2019 to 16.6% in 2021 and 18.0% in 2022 as
synergies benefits go through. As a consequence, and assuming no
drawing under the RCF and stable debt level, the Moody's-adjusted
debt/EBITDA ratio will improve from 8.0x in 2019 to 6.8x in 2021
and 6.0x in 2022. Moody's expects the free cash flow to turn
positive in 2020 as greenfield and M&A activities slow down since
Moody's expects the company to focus on integrating the target,
realise synergies and deleveraging.

OUTLOOK

The stable outlook reflects Moody's expectations that market
conditions will remain stable and that Mehilainen's
Moody's-adjusted debt/EBITDA will gradually improve in the next
12-18 months. The stable outlook assumes the absence of material
debt-funded acquisitions and shareholder distributions.

LIQUIDITY

Liquidity is adequate supported by (1) around EUR20 million of cash
for the combined entity by year-end 2019, (2) an additional EUR50
million overfunded as a result of the transaction, (3) an RCF
planned to be upsized to EUR225 million and expected to remain
undrawn, (4) limited working capital swings of up to EUR15 million,
(5) positive expected free cash flow (after greenfield a capex
investments) starting 2020 and (6) long-dated maturities with the
with the RCF and the first lien maturing in 2025 and the second
lien maturing in 2026.

ESG CONSIDERATIONS

Moody's considers that Mehilainen has an inherent exposure to
social risks given the highly regulated nature of the healthcare
industry and the sensitivity to social pressure related to
affordability of and access to health services. Mehilainen is
exposed to regulation and reimbursement schemes in Finland which
are important drivers of its credit profile. Ageing population
support long-term demand for health and social care services,
supporting Mehilainen's credit profile. At the same time, rising
demand for healthcare services pressure public authorities' budget
which reimburse most of them, this might translate in reimbursement
cuts and pressure Mehilainen's remuneration. Because of the labour
intensive nature of the business (personnel costs representing
around 45% of revenue for the combined entity), any legislative
measures such as increase in minimum wage for nurses could exert
pressure on Mehilanen's margins. Shortage of personnel either
nurses or doctors in the case of Mehilainen could also weight on
operating performance. Because of a media turbulence regarding the
quality of care in the elderly in Finland, the government increased
the nurse to patient ratio required to operate in this segment. As
a result, tensions regarding shortage of nurses appeared since
beginning of 2019.

Moody's considers that governance risks for Mehilainen would be any
potential failure in internal control which would result in a loss
of accreditation of reputational damage and as a result could harm
its credit profile. Because of Mehilainen's good operating track
record, there is no evidence of weak internal control. Mehilainen
has an aggressive financial strategy characterized by high
financial leverage, shareholder friendly policies such as the
pursuit of debt-financed acquisitions.

STRUCTURAL CONSIDERATIONS

The B2 ratings of the EUR1,140 million first-lien term loan
(including EUR380 million contemplated add-on) and of the EUR225
million RCF (including the planned upsize) are one notch above the
B3 corporate family rating. This reflects the loss-absorption
buffer from the EUR200 million second-lien term loan rated Caa2.
There is limited headroom in the B2 instrument rating category of
the first lien debt for a further increase of first lien debt of
total debt going forward.

The instruments share the same security package and are guaranteed
by companies representing at least 80% of the consolidated group's
EBITDA. The security package consists of shares, bank accounts and
intragroup receivables. Finally, Moody's used a recovery rate of
50%, reflecting the covenant-lite structure with only one springing
covenant (flat net leverage at 9.75x on the first-lien term loan)
with ample headroom.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Positive rating pressure could develop should the company maintain
stable margins, reduce its Moody's-adjusted debt/EBITDA sustainably
below 6.5x, increase its Moody's-adjusted EBITA/interest
sustainably above 2x and generate positive free cash flow
supporting a solid liquidity profile.

Downward rating pressure could develop should a deteriorating
operating performance or an increasingly aggressive financial
policy lead to Moody's-adjusted debt/EBITDA staying sustainably
above 7.5x, free cash flow remain negative for a prolonged period
or the liquidity profile deteriorate.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Mehilainen, headquartered in Helsinki Finland, is a provider of a
wide range of services in the healthcare and social care sectors.
On 5th of November 2019 Mehilainen and the Board of Pihlajalinna,
announced that they have agreed the terms of a recommended cash
offer for the acquisition of the entire issued and outstanding
capital shares of Pihlajalinna. The transaction is expected to
close in Q2/Q3 2020.

Mehilainen and Pihlajalinna will together form a combined entity
operating exclusively in Finland through c.750 units including
clinics, hospitals, fitness, care homes and child welfare centers.
The combined entity will provide a wide range of healthcare
services including occupational healthcare, primary care, secondary
care and dental care but also provide social care including elderly
care, disabled and mental care and child welfare. With EUR1.4
billion revenue generated in 2018, the combined entity will become
the largest private health and social care service provider in
Finland.

Since August 2018, the Mehilainen Group is owned by CVC Capital
Partners (57%), the life insurance company LocalTapiola (20%), two
pension insurance companies Varma (8%) and Ilmarinen (4%), the
State Pension Fund of Finland (5%), the Pharmacy Pension fund
(0.6%), the Valion Elakekassa Pension Fund (0.4%) and management
(5%).



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IDEMIA GROUP: Fitch Affirms B LT IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings affirmed IDEMIA Group SAS's Long-Term Issuer Default
Rating at 'B' with a Stable Outlook and the senior secured debt
ratings assigned to the term loan B and the revolving credit
facility at 'B+'/'RR3'.

The affirmation and Stable Outlook reflects Fitch's expectation
that the company will be able to reduce leverage to below the
downgrade threshold of 6.5x funds from operations net leverage in
2020 from a spike of 7.0x in 2019. Fitch expects this will come
primarily from EBITDA growth, supported by increased backlog, cost
synergies, gradual reduction of restructuring costs and working
capital normalisation.

IDEMIA's ratings are supported by its strong global market
positions in identification, authentication, payment and
connectivity solutions. High leverage is the main constraint for
the rating and the company's ability to reduce this organically
with stronger free cash flow (FCF) generation will be key for the
ratings.

KEY RATING DRIVERS

Global Player in Trusted Identities: The acquisition of Morpho in
2017 has enabled the company to roughly double its revenues and
EBITDA and efficiently diversify its business model with long-term
contracts with governmental entities for citizen identification,
border control, surveillance and access to public services like
healthcare and transport. This improved the company's operating
profile and cash-flow visibility. Prior to the acquisition the
company was mainly exposed to short-term commercial contracts with
mobile operators and financial institutions. With the completion of
business integration in 2019, IDEMIA can now focus more on growth,
efficiency and cross-selling of services.

Fitch expects the Government Solutions segment to be the main
driver of IDEMIA's revenues due to growing demands for security and
digitalisation in the identity management sector. The Secure
Enterprise Solutions (SET) segment's products are more commoditised
and the markets are more competitive, which results in price and
profitability pressures. The company is tackling these challenges
with new hi-tech products (for example, Motion Code and F.CODE
solutions for payment cards, metal cards) and by investing in
technology that is at the early stages of adoption but has
substantial long-term growth potential (5G, IoT, eSIM). Slow
adoption of innovative products by customers is a main challenge
for the industry rather than technological risk, in its view.

Leverage Constrains Rating: Fitch expects FFO adjusted net leverage
to reduce to 6.3x in 2020 from a peak 7.0x in 2019. The delay in
deleveraging in 2019 was caused by high restructuring and
transformation costs, high capex and moderate pressures on EBITDA
as the company invested in sales and marketing and entered into a
number of contracts that require high ramp up costs. These moves
should lead to stronger revenue and EBITDA generation in the medium
term. The extraction of the remaining synergies along with a new
efficiency programme will be key for delivering stronger EBITDA and
leverage reduction in 2020.

FCF to Turn Positive: Fitch expects the company to start generating
moderately positive FCF in 2020, which will further increase in
2021-2022. The main drivers of this will be organic revenue growth,
EBITDA margin improvement, lower capex and lower restructuring and
transformation costs, which were the main drag on FCF in 2017-2019.
IDEMIA had elevated capex in 2019, which Fitch expects to normalise
at around 8% of revenues in 2020-2022. IDEMIA also demonstrated a
notable improvement in cash flow through efficient control of
working capital. The company approached neutral FCF in 3Q19 for the
first time since the acquisition of Morpho.

Synergies Upside, Transformation Programme: The integration of
Morpho was completed in 2019 with most targeted synergies achieved
in 2018. The full amount of run-rate synergies is expected to be
reached in 2020. In addition, management initiated a new
transformation programme in 2019 to deliver additional cost
savings. These programmes drive its expectation of EBITDA margin
improvement towards 17% by 2021 (pre-IFRS 16). Fitch has taken a
conservative view on synergies, relative to management targets, to
incorporate execution risks.

Strong 2019 Performance: IDEMIA demonstrated 5% yoy growth on a
constant currency basis and 7% on a reported basis in 9M19. The
company is well on track to exceed its targets for 2019. Fitch
expects the company to maintain low single digit revenue growth
rates with a gradual improvement in EBITDA margins in 2020-2022.
Its view is supported by a strong growth in the company's orders
intake and increased backlog in 2019.

DERIVATION SUMMARY

IDEMIA's technology peers such as Nokia Corporation (BBB-/Stable),
Telefonaktiebolaget LM Ericsson (BBB-/Stable) and
STMicroelectronics N.V. (BBB/Stable) have investment-grade category
ratings. Despite higher volatility in revenue and margins than
IDEMIA, they have greater scale and stronger cash flows as well as
no or very low net leverage. Fitch recognises IDEMIA's strong
business position and technology leadership within its chosen
markets but its smaller scale and high leverage place its rating in
the 'B' category. Fitch also believes that IDEMIA's credit profile
is weaker than that of global cybersecurity services group Symantec
Corp. (BB+/Negative), which is twice as big, has higher margins and
lower leverage. IDEMIA is broadly comparable with the other peers
that Fitch covers in its technology and credit opinions portfolios.
It has slightly higher leverage but benefits from market leadership
in core operating segments, comfortable liquidity position and
global diversification.

KEY ASSUMPTIONS

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

  - Revenue growth of 6% in 2019 slowing down to low single digits
in 2020-2022 mainly supported by the growing Government Solutions
division

  - EBITDA margin at 15% in 2019 (pre-IFRS 16) improving towards
17% in 2021 reflecting remaining cost synergies and efficiency
measures and better business mix

  - Working capital reversal to positive in 2019 and neutral in
2020-2022

  - Capex average around 8% of revenues in 2020-2022

  - A portion of non-recurring costs treated as recurring and
therefore reflected above FFO in 2021-2022

  - No M&A, besides earn-outs payments

KEY RECOVERY RATING ASSUMPTIONS

In conducting its bespoke recovery analysis, Fitch estimates that
IDEMIA's intellectual property, patents and recurring contracts
would generate more value in a going-concern restructuring scenario
than a liquidation of the business, assuming a hypothetical
default.

  - Fitch estimates that the post-restructuring EBITDA would be
around EUR300 million. Fitch would expect a hypothetical default to
come from either the group's inability to extract synergies
(leading to sustained high leverage and negative cash flow), or
after synergies have completed, a drop in revenue and EBITDA from
the loss of major contracts following a reputational damage, for
example as a result of a compromised technology.

  - Fitch has applied a 6x distressed multiple to this
post-restructuring EBITDA to account for the group's scale, its
customer and geographical diversification as well as its exposure
to secular growth in biometric-enabled identification technology.
6x is also around half the valuation paid for Morpho (12.4x), which
in its view reflects an appropriate distressed valuation.

  - 10% of administrative claims have been taken off the enterprise
valuation to account for bankruptcy and associated costs and the
RCF is assumed to be fully drawn, as per its criteria

  - EUR34 million of prior-ranking debt at operating subsidiaries
included in recovery analysis as the senior secured TLB and RCF are
structurally subordinated to the debt at the operating subsidiary

  - Its recovery expectation for senior secured lenders in the term
loan B and the RCF is 66% (in line with a 'RR3') leading to a
one-notch uplift for the senior secured debt rating to 'B+'.

RATING SENSITIVITIES

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

  - FFO net adjusted leverage below 4.5x combined with an FFO
fixed-charge cover above 2.5x on a sustained basis

  - Profitability improvement and a low to mid-single-digit FCF
margin on a sustained basis

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

  - FFO net-adjusted leverage above 6.5x and FFO fixed-charge cover
below 2x on a sustained basis.

  - A material loss of market share or other evidence of a
significant erosion of business or technology leadership in the
company's core operations.

LIQUIDITY AND DEBT STRUCTURE

Long-Dated Maturities, Satisfactory Liquidity: At end-3Q19 the
group had long-dated debt maturities, with no material obligation
falling due before 2024. The company had EUR142 million of cash and
a EUR300 million RCF, of which EUR240 million was undrawn at
end-3Q2019 and its overall liquidity position is adequate. Fitch
expects liquidity to remain satisfactory as Fitch forecasts the
company to start generating positive FCF from 2020 onwards.

SUMMARY OF FINANCIAL ADJUSTMENTS

EUR25 million of cash on balance sheet is assumed not readily
available to account for intra-year working-capital changes

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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SEAPOINT PARK CLO: S&P Assigns B- (sf) Rating to Class E Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Seapoint Park CLO
DAC's class X to E European cash flow CLO notes. At closing, the
issuer will issue unrated subordinated notes.

S&P's ratings reflect its assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are mitigated and
in line with S&P's counterparty rating framework.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs.

Following this, the notes will switch to semiannual payments. The
portfolio's reinvestment period will end approximately
four-and-a-half years after closing.

S&P said, "We consider that the portfolio is well-diversified,
primarily comprising broadly syndicated speculative-grade
senior-secured term loans and senior-secured bonds. Therefore, we
have conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.75%), the
reference weighted-average coupon (4.55%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category."

The transaction documentation requires the collateral manager to
meet certain par maintenance conditions during the reinvestment
period, unless the manager has built sufficient excess par in the
transaction so that the principal collateral amount is equal to or
exceeds the portfolio's reinvestment target par balance after
reinvestment. Typically the definition of reinvestment target par
balance refers to the initial target par amount after accounting
for any additional issuance and reduction from principal payments
made on the notes. In this transaction, the reinvestment target par
balance may be reduced by a predetermined amount starting from the
August payment date in 2021, capped at EUR8 million. This feature
may allow for greater erosion of the aggregate collateral par
amount through trading. It may also allow for the principal
proceeds to be characterized as interest proceeds when the
collateral par exceeds this amount, subject to a limit. Therefore,
in S&P's cash flow analysis, it has considered scenarios in which
the target par amount decreases by EUR8 million.

Under S&P's structured finance sovereign risk criteria, it
considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned ratings.

The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under S&P's current counterparty criteria.

S&P also considers the transaction's legal structure bankruptcy
remote, in line with its legal criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our ratings
are commensurate with the available credit enhancement for the
class X to D notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class A-2A to C notes
could withstand stresses commensurate with higher ratings than
those we have assigned. However, as the CLO will be in its
reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.

"For the class E notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC+' rating. However, following the
application of our 'CCC' rating criteria, we have assigned a 'B-
(sf)' rating to this class of notes."

The one-notch uplift (to 'B-') from the model-generated results (of
'CCC+'), reflects several key factors, including:

-- The class E notes' available credit enhancement is in the same
range as that of other CLOs S&P has rated and that have recently
been issued in Europe.

-- The portfolio's average credit quality is similar to that of
recent CLOs.

S&P said, "Our model-generated portfolio default risk is at the
'B-' rating level at 26.05% (for a portfolio with a
weighted-average life of 5.4 years) versus 16.7% if we were to
consider a long-term sustainable default rate of 3.1% for 5.4
years, which would result in a target default rate of 16.7%.

"The actual portfolio is generating higher spreads and recoveries
compared with the covenanted thresholds that we have modeled in our
cash flow analysis.

"In applying our criteria for assigning a rating in the 'CCC'
category, we also assessed: a) whether the tranche is vulnerable to
nonpayment in the near future; b) if there is a one-in-two chance
for this tranche to default; and c) if we envision this tranche to
default in the next 12-18 months.

"Following this analysis, we consider that the available credit
enhancement for the class E notes is commensurate with the 'B-
(sf)' rating assigned."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Blackstone/GSO
Debt Funds Management Europe Ltd.

  Ratings List

  Seapoint Park CLO DAC    
  Class   Rating    Amount   Subordination(%) Interest rate*
                  (mil. EUR)
  X       AAA (sf)  3.00     N/A     Three/six-month EURIBOR
                                      plus 0.45%
  A-1     AAA (sf)  248.00   38.00   Three/six-month EURIBOR
                                      plus 0.90%
  A-2A    AA (sf)   29.00    28.00   Three/six-month EURIBOR
                                      plus 1.55%
  A-2B    AA (sf)   11.00    28.00   2.15%
  B       A (sf))   30.00    20.50   Three/six-month EURIBOR
                                      plus 2.35%
  C       BBB (sf)  23.50    14.63   Three/six-month EURIBOR
                                      plus 3.90%
  D       BB (sf)   20.50    9.50    Three/six-month EURIBOR
                                      plus 6.49%
  E       B- (sf)   10.80    6.80    Three/six-month EURIBOR
                                      plus 9.47%
  Sub     NR        30.55    N/A     N/A




=========
I T A L Y
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FIRE (BC) SARL: S&P Affirms 'B' Rating, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on Italmatch Chemicals
S.p.A's (Italmatch) holding company Fire (BC) S.a.r.l and on its
EUR650 million notes due 2024.

Italmatch Chemicals S.p.A's (Italmatch's) operating performance in
2019 has suffered as a result of the global slowdown and
challenging macroconditions. On Nov. 15, 2019, Italmatch reported
soft results for the first nine months of 2019. Revenue and
company-adjusted EBITDA reduced by 2.9% and 6.5%, respectively, and
on a like-for-like basis. Headwinds in some end-markets such as
electronic materials, and metalworking fluids explains the
underperformance. S&P said, "We also note the disappointing results
in the North America oil and gas end-markets, as well as some
one-offs costs. That said, this was partially offset by the
products and personal care division's robust performance, with
like-for-like revenue and contribution margin growth of 18% and
11%, respectively. We believe geographic and end-market
diversification helped Italmatch limit its negative performance,
and that its underperformance is limited compared with other
chemical players. We expect revenue growth will remain broadly flat
2020 on a like-for-like basis, due to continued soft demand in the
Italmatch's underlying end-markets. However, any substantial
underperformance in the future will weigh on the ratings."

S&P said, "We expect the company free operating cash flow (FOCF)
will turn positive in 2020. Italmatch's significant capital
expenditure (capex) program hindered cash flow generation for 2019.
The company completed major expansionary projects in 2019,
especially the expansion of its Jiayou site, part of its
phosphonate production business, and a project at its Fangcheng
greenfield in China, a production facility of high-end phosphorus
pentasulfide with a production capacity of 10, 000 tons. However,
we expect the company's FOCF will turn positive in 2020. Following
the completion of these projects, we understand that capex is set
to reduce in 2020, although we believe it will remain at 4%-5% of
sales. We think that the group will generate more than EUR15
million in FOCF from 2020.

"While Italmatch will close the year with high financial leverage,
we note that its financial sponsor has supported the company's
acquisitions. In early 2019, Italmatch completed the acquisition of
BWA Water Additives (BWA), a global provider of specialty water
treatment solutions for oil and gas, and industrial water
treatments for desalination. In September 2019, it complemented it
with the acquisition of Water Science Technologies (WST), a blender
and chemical solutions provider for the North America oil and gas
and industrial water treatment industries. WST generates
approximately EUR70 million in sales and an indicative EBITDA of
EUR8 million, and has almost 40 employees. Italmatch issued an
additional EUR240 million notes to fund these two acquisitions. We
believe that its leverage is close to the maximum level for at the
current rating, with forecast leverage of about 6.5x for 2020.

"Given the company's track-record of external growth and the
company's own indications, we believe that merger and acquisition
operations are likely to continue. We note that Italmatch's
financial sponsor has been supportive of the recent acquisitions,
with equity contributions for BWA and WST of EUR90 million and
EUR10 million respectively. We expect the financial sponsor will
remain supportive of Italmatch, so that any future acquisitions do
not further increase the company's financial leverage.

The stable outlook reflects our expectation that Italmatch will
generate positive FOCF in 2020-2021, and that its operating
performance will not further deteriorate. Under that scenario,
adjusted leverage will not exceed 6.5x on a prolonged basis. Given
the company's leverage, we believe Italmatch has limited headroom
under the rating.

"We could lower the rating if the group experienced margin pressure
or significant operational issues, resulting in adjusted debt to
EBITDA consistently above 6.5x and EBITDA interest coverage below
3.0x. These credit metrics could worsen because of large
debt-funded acquisitions or unexpected shareholder returns.
Negative FOCF for 2020-2021 and a weakening liquidity position
could also put pressure on our view of the company's
creditworthiness.

"In our view, the probability of an upgrade over our 12-month
rating horizon is limited given the group's high leverage and its
private equity sponsor's potentially aggressive financial policy.
We could raise the rating if the group were to post adjusted debt
to EBITDA sustainably below 5x and funds from operations (FFO) to
debt consistently above 12%. In addition, a strong commitment from
the private equity sponsor to maintain leverage at a level
commensurate with a higher rating would be important in any upgrade
considerations."



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=============

IMPACT DEVELOPER: S&P Assigns 'B-' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to Romania-based residential real estate developer Impact Developer
& Contractor (Impact).

S&P said, "Our rating on Impact takes into account the high
cyclicality and capital intensity of Romania's real estate
development industry and the highly fragmented market. We believe
that homebuilding activity in general is highly volatile and
vulnerable to a country's economy, mortgage lending availability
and terms, and the cost of construction. In 2009-2014 Romania's
real estate market suffered a particularly severe recession. Sales
at Impact's projects almost came to a halt and home prices sharply
declined (by about 40% on average according to Imoniliare.ro). We
note that the current sales price has not reached to the peak of
pre-recession era (before 2008-09) and Romania's wage growth has
been moderate in last few years.

"Romania has no regulations on speculative development, but we
understand that banks require a certain level of pre-sales while
funding project loans to control speculative development to some
extent. The risk of this is that supply can more quickly outweigh
market demand--unlike in France, for instance, where construction
is limited legally by required minimum pre-sales levels.

"Impact is a relatively small operation and its EBITDA base is
limited. We forecast its 2019 EBITDA at only Romanian leu (RON) 40
million-RON50 million (EUR8.5 million-EUR10.5 million). Its high
project and geographic concentrations constrain our business risk
assessment.

"In our view, the company's revenue concentration on two projects,
Greenfield and Luxuria, representing more than 90% of total
expected revenue for 2019 and 2020, offers limited mitigation
against operating challenges despite some recent diversification
efforts. The company has launched three other projects, which will
start contributing to revenue only in 2021 because of the
construction timeline (about two years). On the other hand, the
lack of project diversity is partially mitigated by the different
phases of Greenfield's commercialization process, given that its
construction is spread over several independent stages.

"Impact's pre-sale transactions have gained momentum recently, with
pre-sales representing more than 45% of total sales in the last 24
months. In our opinion, Impact will continue to strengthen its
pre-sales through its good brand name from existing projects. As of
Sept. 30, 2019, the company has a sizable, well-located, low-cost
land bank, which is sufficient for at least six to eight years of
development. We also see some degree of product and customer
diversity as the Greenfield project consists of midprice dwellings
targeting higher-middle-class Romanians, while the high-end Luxuira
project targets upper class families and a few professional
investors.

"On the financial side, Impact's debt should remain high in 2020,
in our view, given high working capital requirements related to
property development and project constructions at RON280
million-RON300 million (EUR60 million-EUR64 million). This should
result in adjusted debt to EBITDA of 5.0x-5.5x over the next 12
months.

"We believe increasing deliveries of the Greenfield and Luxuria
projects will support Impact's interest-servicing capacity, such
that the company's EBITDA interest coverage should exceed 3.5x over
the next two years.

"We see inventory as temporarily high relative to sales, and
revenue is only recognized at the project's completion. This puts
pressure on Impact's free cash flow generation. We note, however,
that almost half of Impact's inventory consists of land plots under
construction and the company will start delivering dwellings from
the fourth quarter of this year.

"The rating incorporates a one-notch downward adjustment for our
comparable rating analysis. This reflects the company's relative
positioning within its business risk category. In particular, there
is some volatility in the cash flow base, linked to
often-unpredictable quarter-on-quarter fluctuations in demand in
Impact's main markets. We also view the company's absolute EBITDA
base as small; we forecast 2019 EBITDA at about RON40 million-RON50
million (EUR8.5 million-EUR10.5 million). We think this provides
only a limited cushion to absorb the impact of any unexpected
events, such as a temporary spike in working capital.

"The stable outlook reflects our expectation that Romanian's
growing economy and disposable income will support good demand for
Impact's real estate development projects. This should result in a
progressive increase in revenue and the absolute EBITDA base.
Furthermore, we expect Impact's current pre-sales rate will support
revenue and translate into EBITDA interest coverage remaining above
3x, and debt to EBITDA remain above 5x at least for next 12-24
months.

"We may lower the rating if Impact's liquidity cushion materially
deteriorates from the current level. We would also take a negative
rating action if Impact's debt-funded expansion becomes larger than
we currently expect or if its apartment sales in the next two years
are substantially below our expectations, translating into EBITDA
interest coverage lower than 2x.

"We could take a positive rating action most likely as a result of
a significantly larger and more stable EBITDA base. Alternatively,
we may raise the rating if the company runs its business with a
more disciplined financial policy, such that debt to EBITDA is well
below 4x on a sustainable basis."

Founded in 1991, Impact Developer & Contractor is one of the oldest
established residential real estate developers in Bucharest. Since
its founding, Impact has completed 17 small and midsize projects,
comprising over 3,500 residences and over 13,000 square meters of
office and trade premises. On Dec. 31, 2018, Impact has ongoing
residential developments in four Romanian cities; the main project
is Greenfield Residence Baneasa, located in Bucharest.

The company is listed on the Bucharest Stock Exchange since 1996
and as of November 2019 has a market capitalization of RON367
million. The biggest shareholder is Mr. Gheorghe Iaciu, with an
approximately 56.75% shareholding as of Sept. 30, 2019, followed by
Adrian Andrici with 15.43%, and Swiss Capital and affiliates with
about 12%.



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===========

FG BCS: S&P Affirms 'B/B' Issuer Credit Ratings, Outlook Positive
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long- and short-term issuer
credit ratings on Russian broker FG BCS Ltd., and its 'B+/B' long-
and short-term issuer credit ratings on FG BCS's operating
subsidiaries BrokerCreditService (Cyprus) Ltd., BrokerCreditService
Structured Products PLC, and BCS Prime Brokerage Ltd. The outlook
on all entities is positive.

The affirmation reflects S&P's expectation that FG BCS will remain
a leading Russian securities firm and will manage risks associated
with its increasing complexity and rapid expansion. It also
reflects our expectation that its profitability is likely to
recover after declining in 2018 and first-half 2019, mainly a
decline in trading income and ongoing investments in business
development.

Despite increased competition from large Russian banks and
securities firms, BCS has retained its leading position in Russia.
It serves about 15% of domestic retail brokerage clients and is the
largest operator in the equities and derivative market on the
Moscow Exchange, with a 20%-25% market share throughout 2019.

S&P said, "We expect the company's geographic expansion of its
operations and growth in niche markets, including the complex
structured products market, will further increase the firm's
complexity and test its ability to adequately manage principal
risks. However, we believe that such diversification could
ultimately lead to a more balanced profile and less volatile
operating performance than that of domestic peers.

"We view positively that the firm limited its market-sensitive
losses through hedges, although this reduced profitability in 2018
and first-half 2019. In 2018, the company expected the introduction
of new sanctions against Russian companies and consequent weakening
of the Russian ruble, an increase in Russian interest rates, and a
fall in Russian equities prices. As a result, to hedge the market
downside, FG BCS opened long positions and acquired put options on
the U.S. dollar, acquired put options on Russian equity indices,
and entered into interest-rate swaps. However, because this stress
scenario did not materialize, FG BCS incurred the cost of premiums
paid for the hedge. However, these were offset by gains on
securities and currencies trading.

"We consider FG BCS' capital, leverage, and earnings to be strong,
reflecting solid capital buffers. We anticipate that our
risk-adjusted capital ratio is likely to decline by year-end 2019
due to lower retained earnings, but remain at 10%-15% in 2019-2020,
compared with 14.8% in 2018, largely influenced by balance sheet
growth and profitability. The group expect to post about RUB2
billion profit before tax in 2019.

"We assess FG BCS' group credit profile (GCP) at 'b+'. Our rating
on FG BCS, the nonoperating company, is one notch lower than the
GCP to reflect the structural subordination of the nonoperating
holding company's liabilities to those of the operating companies.
We equalize our ratings on BrokerCreditService (Cyprus),
BrokerCreditService Structured Products, and BCS Prime Brokerage
with the GCP, because we consider them to be core operating
entities of the group.

"The positive outlook on FG BCS and its operating subsidiaries
BrokerCreditService (Cyprus) Ltd., BrokerCreditService Structured
Products PLC, and BCS Prime Brokerage Ltd., reflects our
expectation that we could upgrade these entities over the next 12
months if the group's geographic diversification translates into a
more balanced risk profile and less volatile performance compared
with that of Russia-focused domestic peers.

"We are likely to raise the ratings over the next 12 months if we
view FG BCS as a clear outperformer among rated Russian securities
companies, demonstrated by a more sustained and less volatile
performance and higher capital buffers.

"We are likely to revise the outlook to stable if the company's
continued rapid growth and further introduction of complex products
is not supported by maintenance of capitalization at current or
higher levels and sustainable strong earnings, and/or there are
additional operational and execution risks arising from the new
organizational structure."

PROMSVYAZBANK: S&P Alters Outlook to Pos. & Affirms 'BB-' LT ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Russia-based
Promsvyazbank to positive from stable. At the same time, S&P
affirmed its 'BB-/B' long- and short-term issuer credit ratings on
the bank.

S&P said, "We consider that Promsvyazbank's role for the government
might be strengthening as the bank becomes dedicated to servicing
the Russian defense sector. The stronger role for the government
would, in our view, lead to a higher likelihood that the bank will
receive extraordinary government support if needed."

A bill setting the bank's special status for the government has
been approved by the Russian Parliament in the first of three
readings needed for a bill to become a law, which S&P expects will
occur in the first half of 2020. The bill stipulates that the bank
would receive preferences to service the state defense order,
notably default consideration to service contractors of the state
defense procurement, while selecting another eligible bank would
need a separate approval from government bodies. It is also
expected that Promsvyazbank's share in servicing the state defense
order will increase gradually to around 70% in the next two years
from nearly zero two years ago.

S&P said, "We continue to consider the bank's link with the
government as very strong because it is owned directly by the
Russian government through the Federal Agency for State Property
Management (Rosimuschestvo). We expect that the new law will
separately state that the bank's ownership should stay fully with
the government. The bank's management team consists of high-profile
executives with extensive backgrounds in working at
government-related entities. We also note that the bank has
received significant government support over the past two years. In
particular, the government provided approximately Russian ruble
(RUB) 243 billion of capital as part of the bank's financial
rehabilitation in 2018. In addition, the bank received a RUB25
billion capital injection at the end of last year and transferred a
sizable portion of its problem assets to the state's Banking Sector
Consolidation Fund.

"We assess Pomsvyazbank's stand-alone credit profile (SACP) at the
level of 'b', then add two notches to reflect the likelihood of
state extraordinary support if the bank faced financial distress.
Our view of the bank's stand-alone creditworthiness reflects the
expected concentration in the defense sector that remains highly
burdened by debt leverage. We note positively, however, that the
bank aims to maintain a universal business model diversifying its
lending portfolio to retail and small and midsize enterprises
segments. In addition, the SACP already captures pressure on the
bank's capital buffers as it proceeds with more active lending
operations. Over the first nine months of 2019, the bank's loan
book increased by about 49% and total assets grew by approximately
38%. We expect that the bank's loan book may continue increasing at
a high rate of about 30% annually on average over the next two
years. That said, we believe this will be offset by capital inflow
from the government and the banks that will transfer loans to the
defense sector to Promsvyazbank. Furthermore, we assume
Promsvyazbank will not pay dividends until 2022.

"The positive outlook on Promsvyazbank reflects that we may raise
its long-term rating in the next 12 months if the bank's role for
the Russian government strengthened such that we saw a higher
probability of extraordinary government support.

"We would upgrade Promsvyazbank in the next 12 months if the
Russian parliament legally established the bank's special status
for the government and the bank's share in servicing the defense
sector continued to increase. A positive rating action we would
also hinge on no deterioration of the bank's stand-alone
creditworthiness.

"We could revise the outlook on Promsvyazbank to stable in the next
12 months if its role for the government did not evolve as we
expect currently. This could happen, for example, if the law on the
bank's special status was modified significantly in the final
version such that the bank did not receive sufficient preferences
from the government, contrary to our current expectations. We could
also revise the outlook to stable if we observed pressure on
Promsvyazbank's stand-alone credit profile."




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S W E D E N
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ASSEMBLIN FINANCING: Fitch Assigns B(EXP) LT IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings assigned Sweden-based installation and service
provider Assemblin Financing AB an expected Long-Term Issuer
Default Rating of 'B(EXP)' with a Stable Outlook. Fitch has also
assigned the EUR250 million senior secured notes
'B+(EXP)'/'RR3'/58% ratings. Final ratings are contingent upon the
receipt of final documents conforming to information already
received.

The IDR reflects Assemblin's favourable business profile, supported
by leading market positions in a stable and growing region, a
strong brand and high quality execution in a broad offering of
technical installations together with a good balance between
projects and maintenance/service contracts. The company has high
concentration to Sweden but its diversified customer base and
end-market diversifications are credit enhancing. An asset-light
business model with limited capex and normally negative working
capital enables strong cash flow generation, which Fitch expects
will further improve once ongoing restructuring with substantial
non-recurring costs is finalised.

The rating is constrained by Assemblin's small scale and high
leverage after the refinancing, which includes increased debt
allowing for a one-time dividend to the owners. While Fitch expects
some deleveraging over the rating horizon, Fitch expects leverage
metrics to remain well above its main peers and in line with a 'B'
category rating.

KEY RATING DRIVERS

High Leverage: The planned refinancing and equity distribution will
result in high initial leverage with funds from operations adjusted
leverage expected at 7.2x at end-2019. Improved cash conversion
with FFO margins reaching levels of 3% and above once last year's
restructurings become effective is expected to result in some
deleveraging. The new notes issue extends the maturity of
Assemblin's financing and Fitch views liquidity as satisfactory.
Fitch assumes Assemblin will continue with bolt-on acquisitions but
expect continued positive free cash flow (FCF) to support some
deleveraging and so expect FFO adjusted leverage to reach 5.4x by
end-2022.

Sound Growth Prospects: A number of industry drivers support a
growing need for service and installations over the medium and long
term. Fitch sees increasing demand for energy efficiency in
buildings due to economic, environmental and regulatory pressure as
well as growing digitalisation. In addition, the internet of things
and various security systems in buildings drive the complexity and
volume of installations. There is also significant public spending
in infrastructure, health care and education across the Nordic
region and Assemblin successfully gained high-profile installation
projects.

Improving Profitability: Fitch expects Assemblin's profitability
and cash generation to improve once the recent restructuring and
ongoing accelerated profitability programme are finalised. The
EBITDA margin (including restructuring costs) improved from 1.3% in
2016, the first year under Triton's ownership, to 5.7% in 2018 and
Fitch expects margins to improve to near 7.0% towards the end of
the rating horizon. Fitch expects this to translate into FFO
margins including restructuring costs of around 4.0% from a fairly
weak 3.4% in 2018 and Fitch expects FCF to improve to levels around
2.8% of sales in 2021 and 2022 also supported by relatively low
capex. Fitch expects small margin-accretive acquisitions to support
the development in line with the company's selective acquisition
strategy, similar to the recently acquired Norwegian units.

Sound Business Profile: Fitch views Assemblin's business profile as
solid, supported by good customer and end-market diversification, a
brand that is appreciated for strong technical expertise and
committed skilled employees. A fairly high share of contracted
revenues with a good mix of project and service revenues supports
visibility and results in resilience to end-market cyclicality.
This cyclical exposure is further reduced by a low share of
services to the residential new-building sector. Whereas operations
are highly concentrated to Sweden, the diversified stream of
revenues across public infrastructure, hospitals, schools, sport
arenas etc. together with a sizable and growing share of service &
maintenance contracts support the business risk as does the roughly
100,000 yearly contract assignments that lead to low customer or
project concentration.

Importance of Scale: In an international context, Assemblin is a
mid-size service company comparable with similar rated companies in
the building products and business-to-business services sectors. In
the Nordic installation market, it is among the larger as this is a
fragmented market with many small local firms. With the
installation market being relationship- and people-business, local
presence and scale are important. Fitch expects the company's
strategy of continuing to acquire profitable and well-managed
companies that will give it added coverage in nearby markets as
credit accretive and it should lead to a gradually larger scale.

Opportunities From Consolidation: The installation market is highly
fragmented with many smaller local firms throughout the Nordics.
Assemblin's history includes multiple acquisitions of smaller and
equally sized installation firms. A major acquisition was Skanska's
installation business in 2016, which together with the formation of
the Assemblin group required restructurings and led to substantial
non-recurring costs. In 2017 and 2018, eight smaller firms were
acquired and in 2019 another seven have been or are about to be
added. The main growth has been organic but Fitch expects the
fragmented market to offer opportunities to grow by acquiring
value-adding companies.

DERIVATION SUMMARY

Assemblin compares favourably with immediate Nordic competitors,
with strong market positions in its prioritised local markets and
with margins in line with competitors. Within Fitch's rated
universe, Assemblin has a sound business profile with well
diversified customer and end-user base that is fairly aligned with
that of Polygon (B+/Stable), although with limited presence outside
of Sweden. Its financial profile is weaker with substantially lower
operating margins and somewhat higher leverage. Polygon, also owned
by Triton, reduced FFO adjusted leverage from above 6x to just
above 5x in 2018 and is after a recent refinancing again expected
to reach levels near 5x within a year. Assemblin's FFO adjusted
leverage, expected at 7.2x at end-2019, post refinancing, is also
high compared with Irel Bidco/IFCO (B+/Stable) with leverage
expected at 6.3x but lower than that of one of its suppliers,
Nordic building products distributor Ahlsell/Quimper (B+/Stable)
whose leverage is expected at 7.7x in 2019 and with limited
expected deleveraging.

KEY ASSUMPTIONS

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

Revenue growth of 6.9% 2019, 6.7% 2020, 4.2% in 2021 and 3.3% in
2022

EBITDA margin 5.6% in 2019 moving towards 6.8% in 2022 with limited
restructuring costs expected

Capex at 1.3% of sales through the rating horizon

Annual cash outflow of about SEK200 million for various bolt-on
acquisitions (SEK266 million in 2019 followed by SEK200 million per
year).

RECOVERY ANALYSIS

As Assemblin's IDR is in the 'B' rating category, Fitch undertakes
a bespoke recovery analysis in line with its criteria. Assemblin's
brand and local reach support a going concern approach should the
company enter a distress situation. This is also underpinned by
expected low recoveries for the limited asset base in case of
liquidation, the main asset being cars that are already pledged
under financial leases.

Valuation and Discount: Fitch has applied an EBITDA discount of 25%
on 2019 pro forma EBITDA resulting in a post restructuring EBITDA
of SEK456 million, which Fitch finds adequately represents
Assemblin's recovery prospects. Fitch applies a 5.5x distressed
EV/EBITDA multiple, which is in line with similarly rated peers.

Outcome: After deducting 10% for administrative claims, Assemblin's
senior secured notes are rated 'B+'/RR3/58%.

RATING SENSITIVITIES

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

  - An improvement of the EBITDA margins to above 6.5% on a
sustained basis

  - FFO adjusted gross leverage below 5.0x on a sustained basis

  - FCF at or above 2%

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

  - EBITDA margins decreasing below 5.5% on a sustained basis

  - FFO adjusted gross leverage above 7.0x on a sustained basis

  - Lack of consistent positive FCF

LIQUIDITY AND DEBT STRUCTURE

Fitch assesses Assemblin's liquidity as satisfactory supported by a
growing cash position as well as a SEK450 million RCF, fully
undrawn at closing. Fitch forecasts an improving FCF margin over
the rating horizon reaching 2.8%-3.0% from 2021. Flexible capex or
M&A gives headroom to Assemblin's liquidity and financial
flexibility is also helped by the non-amortising nature of the
senior secured notes.

ASSEMBLIN FINANCING: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a first-time B2 corporate family
rating and a probability of default rating of B2-PD to Assemblin
Financing AB, a Sweden-based provider of installation services
mainly related to electricity, heating, sanitation and ventilation.
Concurrently, Moody's has assigned a B2 rating to the proposed
EUR250 million Senior Secured Bond. The outlook is stable.

Proceeds of the bonds will be used to repay existing debt of EUR161
million and to pay a dividend to the current owner, funds
affiliated to Triton, of EUR93 million.

"The assigned B2 CFR and stable outlook balances the high initial
Moody's-adjusted debt/EBITDA of 6.1x with the company's stable end
market exposure and good regional market positions as well as clear
expectations of profitability improvements and deleveraging in the
next 12-18 months", says Daniel Harlid, Moody's lead analyst for
Assemblin.

RATINGS RATIONALE

The B2 rating of Assemblin reflects as positive its; (1) Strong
market position as Sweden's second largest provider of installation
services; (2) asset-light service business with flexible cost
structure enabling swift adjustments to shifts in the cycle; (3)
short but meaningful evidence of margin expansion, albeit from a
low base; (4) low exposure to new construction of residential
buildings, a volatile sub sector of the construction market and (5)
healthy exposure to recurring revenue from maintenance contracts,
36% of 2018 revenue.

However, the rating is constrained by; (1) High initial
Moody's-adjusted debt/EBITDA of 6.1x (pro forma for acquisitions in
2019), however, inflated by pension deficit of SEK686 million,
equivalent to 17% of Moody's-adjusted debt; (2) low reported EBITA
margin of 4.7% compared to peers such as Bravida and Instalco; (3)
high sales and EBITA concentration, with Sweden generating around
80% of both; (4) short track record with current management and
under current ownership and (5) aggressive financial policy, as
witnessed by the debt funded dividend to Triton after only four
years of ownership.

LIQUIDITY

Assemblin's liquidity is adequate, supported by the cash balance of
SEK308 million as of Q3 2019, a SEK450 million revolving credit
facility with a tenor of 5 years. These sources, together with
internally generated funds from operations, will be used to cover
intra-year working capital swings, with a build up during Q2 and Q3
and a subsequent release in Q4 and Q1. Other uses include annual
capital expenditures of around SEK220 million -- SEK230 million, of
which half relates to lease payments. The RCF includes a springing
covenant which Moody's expects to be set with ample headroom.

ESG CONSIDERATIONS

Governance risks mainly relate to the company's private-equity
ownership which tends to create some uncertainty around a company's
future financial policy. Often in private equity sponsored deals,
owners tend to have higher tolerance for leverage, a greater
propensity to favour shareholders over creditors as well as a
greater appetite for M&A to maximise growth and their return on
investment. For Assemblin, the contemplated dividend by its owner,
Triton, will increase Moody's-adjusted debt/EBITDA from 4.7x end of
2018 to 6.1x end of 2019.

STRUCTURAL CONSIDERATIONS

Assemblin's contemplated capital structure will consist of a EUR250
million senior secured bond with a tenor of 5.5 years and a SEK450
million super senior secured RCF with a tenor of 5 years. The B2-PD
is at the same level as the CFR, reflecting the use of a 50%
firm-wide recovery rate, as is typical for transactions including
both bonds and bank debt. The senior secured notes rated B2 are
ranking behind the RCF with respect to recoveries upon
enforcement.

Both instruments are guaranteed by the group's holding company
Assemblin Holding AB and certain subsidiaries, which together
account for at least 80% of consolidated EBITDA and are secured by
pledges over shares in group companies and intercompany loans.
Given the weak collateral value of such assets in a potential
default scenario, the LGD analysis treat these instruments as
unsecured.

OUTLOOK

The stable outlook assumes the company will continue to build
positive momentum in its profitability, achieving a
Moody's-adjusted EBITA-margin of 5.0%-5.5% within the next twelve
months as well as positive free cash flow generation in 2020 and
beyond. Supported by operating performance improvements, initial
Moody's-adjusted debt/EBITDA of 6.1x pro forma for acquisitions
made in 2019 is expected to be improved towards 5.5x by the end of
2021. The current rating doesn't factor in debt-funded M&A or
additional dividend payouts.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

Although unlikely for the time being, upward pressure on the
ratings could come from

  - Moody's-adjusted debt/EBITDA sustainably below 4.5x;

  - A material improvement in operating performance with
Moody's-adjusted EBITA margin increasing towards high single
digits

  - High single digit Moody's-adjusted free cash flow / Debt and
preservation of a solid liquidity profile

Downward pressure on the ratings could result from

  - Moody's-adjusted debt/EBITDA sustainably above 6.0x;

  - Inability to improve Moody's-adjusted EBITA margins above 5%

  - Negative free cash flow generation

  - Signs of an even more aggressive financial policy, debt-funded
M&A or a weakened liquidity profile.

PRINCIPAL METHODOLOGY

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

Headquartered in Stockholm, Sweden, Assemblin is the second largest
installation company in Sweden with installation services in
electrical, heating & sanitation and ventilation. With 160
branches, of which 14 are in Norway and 16 in Finland, its 6000
employees serve various sub sectors of the Nordic construction
industry. For the twelve months ending September 2019, the company
reported revenue of SEK9.7 billion and EBITA of SEK436 million.



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

SCHMOLZ + BICKENBACH: Capital Increase Failure May Spur Bankruptcy
------------------------------------------------------------------
John Miller at Reuters reports that the fight for control of
Schmolz + Bickenbach flared on Dec. 1, with Russian oligarch Viktor
Vekselberg's investment vehicle accusing a rival shareholder of
trying to increase its stake on the cheap via a planned share
issue.

According to Reuters, Schmolz + Bickenbach shareholders were due on
Tuesday, Dec. 2, to decide on a proposed issue of up to CHF614.25
million (US$616 million) worth of shares, through which Swiss
billionaire Martin Haefner aims to raise his 17.5% stake to 37.5%.

The capital increase would be three times Schmolz's market
capitalization and follows a previous rescue of the company just
six years ago, Reuters states.

Mr. Haefner contends failure of this latest capital increase would
likely lead to bankruptcy, as the 100-year-old steelmaker faces a
slump in demand from the German car industry, Reuters notes.

But Mr. Vekselberg's investment firm Liwet Holding, which owns
nearly 27% of Schmolz + Bickenbach, said in a letter received by
media outlets that Mr. Haefner aims to become the dominant
shareholder at a discount by sowing panic over the company's
future, Reuters relates.

In its letter, Liwet pledged to contribute "as much money as
necessary for the company to survive," provided the plan avoids a
change in control, and called for a review of "hidden reserves,"
possible shareholder loans and disposal of non-core assets to help
keep Schmolz + Bickenbach afloat, Reuters discloses.

Schmolz + Bickenbach AG is a listed steel group based in Lucerne,
Switzerland.




===========
T U R K E Y
===========

NET HOLDING: Fitch Alters B IDR Outlook to Neg., Then Withdraws It
------------------------------------------------------------------
Fitch Ratings revised the Outlook on Net Holding A.S.'s Long-Term
Issuer Default Rating to Negative from Stable and affirmed the IDR
at 'B'. Fitch has subsequently withdrawn the rating.

The revision of the Outlook reflects the fact that the company
underperformed Fitch's expectation over the last 15 months. This is
mainly due to the impact on revenues of a small number of players
recording large gains, a sign of vulnerability of the revenue
stream leading to cash flow volatility. This high concentration of
customer base, has ultimately driven lower funds from operations
and increased leverage metrics above its expectations and negative
rating sensitivity for the next 12 to 18 months.

Fitch expects the company to improve profitability as international
business develops and matures, thanks to a development strategy
implemented by an experienced management team. This should enable
it to deleverage below its sensitivity level in line with its
rating within two years, supporting the affirmation of the rating
at 'B'. The headroom has materially reduced though.

The ratings were withdrawn with the following reason: Commercial
Purposes

KEY RATING DRIVERS

High Customer Concentration: Net Holding had a severe decline of
revenues in Northern Cyprus in 2H18 due to the wins achieved by
small groups in their main casino, and similar issues in Montenegro
in 1H19, although of more limited amounts. Fitch believes these
were the result of a still high customer concentration despite the
growing number of players and the internationalisation, showing the
company remains vulnerable to such events. This led Net Holding to
underperform compared with previous years and Fitch's
expectations.

Higher Than Expected Leverage: The underperformance during the past
15 months, as well as a delay in its expansion plan, have led to
higher leverage and slower deleveraging than previously expected.
Growth plans in Northern Cyprus and the Balkans, as well as a
positive impact from new projects in Albania and Macedonia, have
now been delayed by one year. Fitch expects the company to remain
above its negative leverage sensitivity over the next 12 to 18
months. The company has not made any public statement on
deleveraging commitment.

International Expansion Delayed: Net Holding's geographical
expansion has suffered some setbacks in the last 15 months. In some
countries such as Croatia and Montenegro, revenues and EBITDA are
still far from what was initially planned, while other projects
such as Albania and Macedonia have been delayed and are expected to
be operational by 2020 instead of 2019 initially planned. This has
increased the company's geographic concentration. Importantly,
these projects do not involve high cash outflows and capex is
capped at USD5 million for new projects.

No Material Impact from FX Exposure: Customers continue to pay in
hard currencies, driving sound revenue growth and some
profitability improvements given that the group's cost base is
predominantly in Turkish lira. This is neutral for leverage as it
is offset by debt growth, which is predominantly foreign-currency
based. Further Turkish lira depreciation could impact revenue from
Turkish players.

Volatile Cash Flow Generation: The group's free cash flow (FCF)
generation is constrained by the capex plan carried on a major
development in Northern Cyprus over the next two years. Fitch
forecasts FCF would improve in FY21, assuming no further unexpected
large-scale investments. FCF in FY19 is also expected to be
positive thanks to a working capital inflow.

DERIVATION SUMMARY

Net Holding's 'B' rating reflects a weaker credit profile than
larger casino operators such as Las Vegas Sands Corp
(BBB-/Positive) and MGM Resort International (BB/Stable), which
benefit from stronger financial profiles with much larger scale and
high-quality assets in more attractive markets, as well as from
greater geographical diversification of operations.

Net Holding is smaller and displays higher FFO adjusted leverage
than gaming technology provider Inspired Entertainement, Inc.
(B/Stable), but is less exposed to regulatory changes.

KEY ASSUMPTIONS

  - Firm revenue growth to TRY1.4 billion by 2022, mainly driven by
Turkish lira depreciation, with low- to mid- single digit organic
growth and higher growth in the Balkans

  - Steady improvement in EBITDA, mainly due to the impact from
international operations from 2020. However, Northern Cyprus's
EBITDA margin is expected to decrease slightly due to a change in
customer base playing lower-margin games.

  - Capex as per management guidance

  - FY19 working capital inflow due to receivables management. From
FY20 cash outflows in line with increasing revenue

RATING SENSITIVITIES

Not applicable

LIQUIDITY AND DEBT STRUCTURE

Reducing but Still Satisfactory Liquidity: At end-September 2019,
Fitch estimates that Net Holding had around TRY360 million readily
available cash. Additionally, the company states it has access to
undrawn committed credit lines of around TRY750 million, mainly
denominated in hard currencies. The main source of external
liquidity is a committed secured facility provided by Denizbank,
with an undrawn portion of EUR105 million as of end-September 2019,
offering loans with maturity of up to eight years (of which the
first two years are non-amortising). This is sufficient to cover
short-term debt of around TRY422 million as of end-September 2019.
Fitch estimates that large capex over the next three years would
consume but not exhaust this liquidity buffer. All debt is provided
by local banks and more than 90% is expressed in hard currencies.

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.



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

EDDIE STOBART: Advisers Recommend Support for Dbay Takeover Offer
-----------------------------------------------------------------
Daniel Thomas at The Financial Times reports that investment
advisers ISS and Glass Lewis have recommended shareholders support
the takeover of Eddie Stobart by private equity group Dbay
Advisors, boosting its chances of winning them over at a meeting to
decide the deal this week.

Isle of Man-based Dbay has offered to bail out the group with a
high interest loan of GBP55 million, in return for a 51% stake in a
subsidiary that runs Eddie Stobart’s haulage business, the FT
discloses.  Eddie Stobart has supported the Dbay offer, given its
urgent need for capital during the busy Christmas period, the FT
notes.

However, some shareholders are unhappy with the proposal from Dbay,
which controlled the business until it floated in 2017, the FT
states.  Former Eddie Stobart boss Andrew Tinkler has said that he
has support from some investors for a rival offer that would
include an equity fundraising of up to GBP70 million, the FT
relates.

But, according to the board, if "any alternative proposal requires
additional funding in order to be implemented, the lenders would
not be willing to provide this", the FT notes.

According to the FT, it added that the lenders said they would
"support the board taking steps to achieve the Dbay transaction by
an alternative route which would see no return to shareholders".
This could include administration, the FT relays, citing a person
with knowledge of the situation.

ISS, which advises shareholders how to vote at company meetings, on
Nov. 29 gave "qualified support" to the Dbay offer, citing the lack
of alternatives and the need for "liquidity to continue
operations", the FT relates.

ISS, as cited by the FT, said: "Despite the recent improvements in
the operating business, the company’s significant debt load, poor
past collection of receivables and higher working capital
requirements related to rapid expansion, have led to a short-term
liquidity crisis, which if not resolved may require the board to
file for insolvency."

It recommended against a contingency plan by the company to raise
up to GBP75 million in new equity if the Dbay offer is not
approved, the FT recounts.

According to the FT, Glass Lewis supported both resolutions, saying
that without a solution for its working capital shortfall and
relief from lenders, the company would likely have to declare
insolvency, "which in turn would almost assuredly leave
shareholders with little or no value for their equity stake in the
company".

It added that the Dbay offer "currently represents the only viable
and actionable alternative that will allow the company to address
its liquidity situation in a timely manner", but that it would
update its report if the offer from Mr. Tinker was formalized, the
FT notes.


ESTATE UK-3: S&P Lowers Class A1+ Notes Rating to 'D (sf)'
----------------------------------------------------------
S&P Global Ratings lowered to 'D (sf)' from 'CCC+ (sf)' its credit
ratings on the class A2 through E notes from Estate UK-3. In
addition, S&P has lowered to 'D (sf)' from 'CCC+ (sf)' its rating
on the class A1+ notes.

Deutsche Pfandbriefbank has allocated principal losses of GBP113.8
million to all classes of notes from Estate UK-3. Furthermore,
given the principal losses, all classes of notes experienced
interest shortfalls.

The rating actions reflect the issuer's principal loss allocation
and interest shortfalls to all classes of notes. At the time of our
last rating action in July 2016, S&P noted that, while all the
properties securing the last loan in the reference pool (Loan 3)
had been sold, it was anticipated that recoveries would not be
sufficient to repay the outstanding loan balance in full, but the
final loss determination had yet to be finalized.

On June 28, 2019, a special notice confirmed that the appointed
independent expert approved a total credit loss of GBP113.8
million. The final loss allocation was applied to the credit-linked
notes on Sept. 20, 2019, which led to the write-down of classes A2
through E to GBP1 per note. Class A1+ was only partially written
down by GBP436. At the same time, given the principal loss
allocations, all classes of notes experienced interest shortfalls,
and S&P believes that the existing and any future interest
shortfalls are unlikely to repay given the absence of recoveries.

As a result of the principal loss allocation and interest
shortfalls, S&P has lowered its ratings on all classes of notes in
line with its criteria, "Timeliness Of Payments: Grace Periods,
Guarantees, And Use Of 'D' and 'SD' Ratings," published on Oct. 24,
2013, and "Structured Finance Temporary Interest Shortfall
Methodology, published on Dec. 15, 2015.

Estate UK-3 is a synthetic CMBS transaction that closed in February
2007. Initially, a pool of 13 loans secured on 110 commercial U.K.
properties backed the transaction. The outstanding notes' balance
has decreased to GBP402,396 from GBP113.68 million at closing.


KION MORTGAGE: Moody's Ups EUR18MM Class C Notes Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes of
Notes and affirmed the rating of one class of Notes issued by KION
Mortgage Finance plc. The rating action reflects the increase in
the levels of credit enhancement for the affected classes of Notes,
as well as better than expected collateral performance.

EUR553.8M Class A Notes, Affirmed Baa1 (sf); previously on March 7,
2019 Upgraded to Baa1 (sf)

EUR28.2M Class B Notes, Upgraded to Baa2 (sf); previously on March
7, 2019 Upgraded to Ba1 (sf)

EUR18.0M Class C Notes, Upgraded to Ba2 (sf); previously on March
7, 2019 Upgraded to Ba3 (sf)

RATINGS RATIONALE

The rating action is prompted by:

  - deal deleveraging resulting in an increase in credit
enhancement for the affected Notes.

  - decreased key collateral assumptions, namely the portfolio
Expected Loss (EL) assumption due to better than expected
collateral performance.

Moody's affirmed the rating of the Notes that had sufficient credit
enhancement to maintain their current rating.

Increase in Available Credit Enhancement

Sequential amortization and a non-amortising reserve fund has led
to the increase in the credit enhancement available in this
transaction. Since the last rating action in March 2019, CE
supporting the Class B and C Notes increased to 57.4% from 38.6%,
and to 42.4% from 28.5%, respectively. The large build-up of CE
over this short period of time is driven by the fact that between
July and September 2019 the seller repurchased all loans more than
30 days in arrears from the pool, amounting to EUR8.4 million, or
24% of the total pool balance prior to the repurchase.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

Prior to the repurchase of all loans more than 30 days in arrears,
the performance of the transaction had been stable since the last
rating action. Currently no loans are more than 30 days in arrears,
and cumulative defaults stand at 1.48% of original pool balance,
and have not increased since the last rating action.

Moody's decreased the expected loss assumption to 1.90% as a
percentage of original pool balance from 2.06% due to the stable
performance prior to the repurchase, and the improved arrears
profile of the pool remaining after the repurchase.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE assumption
at 30%.

The rating action took into consideration the Notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.

Moody's considered how the liquidity available in the transactions
and other mitigants support continuity of Note payments, in case of
servicer default, using the CR Assessment as a reference point for
servicers. The rating of the Notes are at this point not
constrained by operational risk.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

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

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

MB AEROSPACE: S&P Alters Outlook to Negative & Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on MB Aerospace Holdings II
Corp to negative and affirmed its 'B' issuer credit rating on the
company. S&P also affirmed its 'B' issue rating, with a recovery
rating of '3', on MB's first–lien facilities, which comprise a
$255 million term loan B and $50 million revolving credit facility
(RCF).

High levels of NPIs have dragged on profitability and resulted in
slower-than-anticipated leverage reduction.

The aerospace supply chain is highly fragmented, leaving suppliers
susceptible to bottlenecks and needing to absorb the costs of idle
time while awaiting key input materials, as well as having to pay
expedite costs to bring deliveries back in line with customer
schedules. These factors continue to hinder MB's EBITDA generation,
reducing underlying profitability. S&P said, "We now expect EBITDA
of $46 million with adjusted margins of 15% for 2019, down from our
previous expectations of about $58 million EBITDA with a margin of
about 19.3%. Management has identified and implemented improvement
plans to deal with NPIs and subsequently improve its margins. In
2020, we expect EBITDA to increase to about $60 million due to
revenue growth of about 7%-10% and we expect margins to improve to
about 17%-18% because of lower exceptional costs and NPI reduction.
New contract wins and high levels of organic expansion are the key
factors contributing to revenue growth. As a result, we now expect
adjusted debt to EBITDA to decline to about 8.5x in 2019 and about
6.7x in 2020, compared with about 11x in 2018."

Weak FOCF in 2018 and 2019 has reduced liquidity buffers, leaving
limited headroom for further operational setbacks,
expansion-related working capital needs, or acquisitions.

S&P said, "We expect MB to invest about 5% of revenue in capital
expenditure in 2019, down from nearly 6% in 2018, but still above
the company's historical average of 3% (excluding acquisitions). MB
is investing in the production of lower-cost sites in Poland and
Taiwan that offer higher capacity and capability, with the option
to scale capacity across U.S. and Europe to meet original equipment
manufacturer (OEM) requirements. We expect capex to reduce across
the forecast horizon, improving FOCF generation. However, given the
company's lower-than-expected EBITDA generation this year, we
expect FOCF to remain negative for 2019 by about $26 million, worse
than the negative $15.8 million reported in 2018. Nevertheless, we
currently expect about break-even FOCF in 2020 on the back of
higher EBITDA and only modest further working capital outflows. As
of Sept. 30, 2019, available liquidity in the form of cash and
committed revolving credit lines was $38 million, which leaves
limited headroom for further operational setbacks, growth-related
working capital needs, or acquisitions, absent refinancing or a
capital injection from private equity sponsors Blackstone."

Working capital management is improving but still negative.

Net working capital as a percentage of the past 12 months' revenue
has reduced to about 30% in 2019 year-to-date, down from about 40%
in 2018. This reflects a combination of reduced expansion from
sales, inventory reduction initiatives across MB's U.S. sites, and
supplier financing accelerating the settlement of receivables. S&P
views MB's supplier financing facilities as in line with industry
standards and therefore do not adjust debt for them.

Increasing aircraft manufacturing and delivery rates will continue
to stimulate demand for MB's products and services.

The integration of the Taiwanese ACTS facility has increased MB's
market share of component repair activities, accounting for an
increasing proportion of revenue (21% in 2019 year-to-date). New
contract wins with major OEMs and primes will support revenue
expansion.

S&P said, "The negative outlook reflects our view that the
continued high capex, combined with lower-than-expected EBITDA from
NPIs and negative working capital flows, has resulted in negative
FOCF, which, absent improvements, could pressure liquidity.

"We could lower the rating to 'B-' in the next 12 months if we saw
further negative FOCF, resulting in a ratio of liquidity sources to
uses below 1.2x. We could also lower the rating on MB if funds from
operations (FFO) cash interest cover remained below 2.0x or if debt
to EBITDA remained above 7.5x in the next 12 months.

"We could revise the outlook to stable if MB demonstrated
sustainably positive FOCF and continually reduced leverage via
higher EBITDA generation, with break-even or positive free cash
flow on a sustained basis."


THOMAS COOK: Travel Companies Rescue Parts of French Subsidiary
---------------------------------------------------------------
Alice Hancock at The Financial Times reports that a business that
serviced Thomas Cook's aircraft is to be wound down and parts of
its French subsidiary sold, as the fallout from the UK travel
group's collapse continues.

According to the FT, a French court ruled late on Nov. 28 that
parts of Thomas Cook France would be rescued by a group of five
other travel companies, saving 347 jobs.

Separately, the Insolvency Service, the UK government agency
overseeing the liquidation of the British company said its
Manchester-based engineering business would be closed, putting 400
jobs at risk, the FT relates.

Thomas Cook France, which briefly continued to trade after the
parent company collapsed, owned 174 travel agencies.  Five French
travel firms including Saluan Holidays--part of the Saluan Autocars
group--and Havas Voyages have paid EUR1.13 million for 140
agencies, the FT discloses.  Havas Voyages also bought the Thomas
Cook France website domain name, the FT notes.

The French business, which reported a turnover of EUR417 million in
2018, according to court documents, is one of a number of
subsidiaries and assets of the failed British travel group that
have been sold off since its September collapse, the FT states.

The UK engineering business became part of Thomas Cook following
its ill-fated GBP1.1 billion merger with MyTravelin 2007, a deal
that caused the company to write off GBP1.1 billion of goodwill
from its balance sheet in May this year, the FT recounts.

At the time of the liquidation, Thomas Cook Aircraft Engineering
employed around 400 staff, according to the FT.

The Insolvency Service is investigating the reasons for the 178
year old travel company's collapse, the FT relays.  It said the
winding down of the engineering firm was "normal due process" and
that a small number of employees would be kept on to oversee the
closure, the FT discloses.

                     About Thomas Cook Group

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

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

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

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

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

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

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


VINCENT TOPCO: S&P Assigns Prelim 'B' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer credit
rating to Vincent Topco and Vincent Bidco, its wholly owned
subsidiary, and its 'B' preliminary issue rating and '3' recovery
rating to the proposed first-lien RCF and term loans.

U.K.-based private-equity company Bridgepoint has agreed to acquire
a majority stake in Dutch premium catering and hospitality provider
Vermaat, via Vincent Topco BV (NL), from Partners Group.

Vincent Topco intends to issue EUR522 million of new credit
facilities via Vincent Bidco BV (NL) to finance the deal, including
a EUR110 million multi-currency revolving credit facility (RCF), a
EUR320 million first-lien term loan, and a EUR92 million
second-lien term loan.

Vermaat is a market leader in the Netherlands' premium catering
segment.

In S&P's view, Vermaat's business risk profile is supported by its
sustained leading market position as a premium catering and
hospitality provider across a number of end markets. This is
supported by its strong customer relationships with high renewal
rates but constrained by its smaller scale compared with peers,
geographical concentration in the Netherlands, and supplier
concentration, with Sligro providing more than 50% of purchases.
The company is one of the largest premium catering companies in the
Netherlands and almost three times the size of its next competitor.
It is also No. 1 in terms of market share in hospital, leisure, and
multi-tenant facilities and No. 2 in corporate and travel combining
for a total market share of 35%. However, the industry is highly
fragmented, with relatively low barriers to entry and strong
competition constraining pricing flexibility, particularly on
contract renewals. Vermaat faces competition from large global
players such as Compass & Sodexo and local players such as Albron,
Hutten, and Appel. In the industry, economic uncertainty could also
result in increased cyclicality of revenue, particularly in the
corporate or travel segments.

S&P expects stable organic growth supported by new contract wins.

The company has seen strong growth, both organically and
inorganically, in recent years, with locations increasing to 383
from 124. It has also seen solid new contract wins, with 36 on
average per year over the past three years. Furthermore, Vermaat
has successfully integrated strategic acquisitions to support
growth in specific business segments and built a solid information
technology platform. In addition, the company has used its joint
venture platform to support expansion into Germany, where its
presence remains relatively small.

Vermaat has adequate operating efficiency, driven by its flexible
cost base.

Given the company's niche offering in the premium service market,
flexible cost base, good product mix, and efficient operations, it
has sustained strong S&P Global Ratings-adjusted EBITDA margins.
Although margins are expected to marginally decline, primarily from
a change in product mix and new store openings, they still remain
far higher than both global and local competitors'. In addition,
margins are protected, with 65% of rent from lease contracts linked
to turnover, which provides downside protection. Although the
company recently renegotiated a contract with its largest supplier
with a fixed price increase, S&P expects this to be offset by the
achievement of certain key performance indicators included within
the renegotiated contract terms.

The company has a diverse customer base with high retention rates.

Vermaat's client base adds to the diversity of its earnings, with
more than 383 sites to support its corporate, leisure, hospital,
and retail segments. Vermaat's top-five customers represent about a
quarter of revenue and span the travel, corporate, and leisure
business segments, with a remaining contract life of two-to-eight
years. The company's retention rate has consistently stood at 90%.

S&P considers Vermaat's capital structure to be highly leveraged at
closing.

S&P said, "Our assessment of the group's financial profile takes
into account the group's private-equity ownership and tolerance for
high leverage. Following the acquisition, we anticipate S&P Global
Ratings-adjusted debt to adjusted EBITDA of 7.7x. Bridgepoint will
provide equity, part of it in the form of a shareholder loan, and
Partners Group will retain minority ownership in the form of a
shareholder loan. We have excluded the shareholder loans from our
financial analysis, including our leverage and coverage
calculations, since we believe the common-equity financing and the
noncommon-equity financing are sufficiently aligned. We forecast
adjusted funds from operations (FFO) to debt of 8%-9% in the coming
years and anticipate that a considerable portion of FOCF will be
used to fund acquisitions. We expect that adjusted debt to EBITDA
will decline to 6.9x by 2020, supported by increased revenue but
offset by lower margins due to changes in product mix and
acquisition-related integration costs. The potential for
debt-funded acquisitions or dividends could also put downward
pressure on credit metrics in the medium term.

"The final rating will depend on our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings. If we do not receive final documentation within a
reasonable time frame, or final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to, use of
loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

"The stable outlook reflects our view that Vermaat will continue to
see stable revenue growth of about 14% over the next 12 months as
the company ramps up new contract wins and integrates acquisitions.
We expect adjusted EBITDA margins will marginally decline due to
the changing product mix. As a result, we expect deleveraging to
6.9x and positive FOCF, which will support future growth in 2020.

"We could lower our ratings if Vermaat experienced a material
decline in profitability or higher volatility in margins, due to
unexpected operational issues or increased competition. This would
include FOCF turning negative or FFO cash interest coverage
declining below 2x on a sustained basis. Alternatively, financial
policy decisions, including debt-funded dividends or acquisitions,
which would result in S&P Global Ratings adjusted debt to EBITDA
remaining above 7.5x on a sustained basis, could result in a
downgrade.

"Although we consider an upgrade unlikely over the next 12 months,
we could raise the ratings if shareholders commit to demonstrating
and sustaining a prudent financial policy, with S&P Global
Ratings-adjusted debt to EBITDA of less than 5.0x."

ZOPA: On Track to Secure GBP130MM Capital Lifeline
--------------------------------------------------
Kate Beioley at The Financial Times reports that peer-to-peer
lender Zopa is on track to secure a GBP130 million capital lifeline
it needs to become a challenger bank days just before its
conditional banking license expires.

Britain's oldest peer-to-peer lender is hoping to clinch the
funding from an entity linked to IAG Capital Partners, a US-based
fund, and its UK investment vehicle Silverstripe early next week,
the FT relays, citing a person close to the matter.

The deal, first reported by Sky News on Nov. 30, would close just
before Zopa's banking license expires today, Dec. 3, the FT notes.

The 14-year-old lender was the first such company to be granted a
conditional banking license by the Financial Conduct Authority in
December last year, the FT states.  It was given a year to raise
regulatory capital and prove it was financially strong enough to
become a bank, the FT discloses.

Zopa raised GBP60 million across two funding rounds since applying
for its banking license in 2016 from a mix of new and existing
investors, and hired a number of former banking executives to make
a dedicated new bank board, the FT recounts.

According to the FT, Zopa's banking plans would enable it to
increase its funding base with stickier retail deposits.  The
company has said it will launch a fixed-terms savings account and
its own credit card; it is also expected to launch a new money
management app, the FT states.



                           *********


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

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

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

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