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

                          E U R O P E

          Friday, December 6, 2019, Vol. 20, No. 244

                           Headlines



A R M E N I A

YEREVAN CITY: Fitch Upgrades LT IDRs to BB-, Outlook Stable


C Y P R U S

AVIA SOLUTIONS: Fitch Assigns 'BB' LT IDR, Outlook Stable
BANK OF CYPRUS: Fitch Affirms B- LT IDR, Outlook Positive
HELLENIC BANK: Fitch Affirms B+ LT IDR, Outlook Stable


F R A N C E

CAB: Fitch Publishes 'B' LT IDR, Outlook Negative
CAB: Moody's Assigns B2 Corp. Family Rating, Outlook Negative
CAB: S&P Assigns 'B-' LT Issuer Credit Rating, Outlook Stable
KAPLA HOLDING: S&P Affirms 'B+' ICR on Refinancing, Outlook Stable
KOSC TELECOM: Has Six Months to Find Buyer for Business

NOVARTEX SAS: Moody's Affirms Ca CFR; Alters Outlook to Stable
SEQENS GROUP: S&P Alters Outlook to Negative & Affirms 'B' ICR


G E R M A N Y

MOLOGEN AG: Files for Insolvency in Berlin-Charlottenburg Court


G R E E C E

ELLAKTOR SA: Fitch Rates LT IDR BB(EXP), Outlook Stable
MYTILINEOS FINANCIAL: Fitch Rates EUR500MM Notes Final 'BB'


I R E L A N D

ANCHORAGE CAPITAL 3: Moody's Rates EUR10MM Class F Notes B3
BLACKROCK EUROPEAN IX: Fitch Assigns B-sf Rating on Class F Debt
OCP EURO 2017-1: S&P Assigns Prelim B- Rating on Class F Notes


I T A L Y

CREDITO VALTELLINESE: Moody's Rates EUR300MM Debt Issuance B2
NAPLES CITY: Fitch Maintains BB+ LT IDRs on Rating Watch Negative
SISAL PAY: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
SISAL PAY: S&P Assigns Preliminary 'BB-' ICR, Outlook Stable


N E T H E R L A N D S

ARES EUROPEAN XIII: Fitch Assigns B-(EXP) Rating to Class F Debt
HEMA BV: Moody's Downgrades CFR to Caa1, Outlook Negative
SCHOELLER PACKAGING: Fitch Assigns Final 'B' LT IDR, Outlook Stable


R U S S I A

FAR EASTERN: Moody's Withdraws B2 Deposit Ratings for Own Reasons
LLC DELOPORTS: Fitch Puts BB- LT IDR on Rating Watch Negative
MOSCOW UNITED: Fitch Affirms BB+ LT IDR, Outlook Stable
SOLLERS-FINANCE LLC: Fitch Upgrades LT IDR to BB, Outlook Stable
STATE TRANSPORT: Fitch Affirms BB+ LT IDR, Alters Outlook to Pos.



S W I T Z E R L A N D

SWISSAIR: Federal Court Clears Former Bosses of Mismanagement


U K R A I N E

DTEK ENERGY: Moody's Affirms Caa2 CFR; Alters Outlook to Positive


U N I T E D   K I N G D O M

BRITISH STEEL: Hayange Mill Put Up for Sale Despite Jingye Deal
CLINTONS: Bought Out of Administration, 2,500 Jobs Saved
EDDIE STOBART: Lines Up Deloitte to Prepare for Insolvency
EUROSAIL-UK 2007-1: Fitch Affirms Class E1C Debt to B+sf
HIGHER EDUCATION 1: Fitch Affirms CCsf Rating on Class A3, A4 Notes

ICELAND: May Struggle to Repay GBP750-Mil. Debt Pile
INTERGEN NV: S&P Affirms 'B+' LT Issuer Credit Rating
OWL FINANCE: Moody's Downgrades CFR to Caa1, Outlook Stable


X X X X X X X X

[*] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles

                           - - - - -


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A R M E N I A
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YEREVAN CITY: Fitch Upgrades LT IDRs to BB-, Outlook Stable
-----------------------------------------------------------
Fitch Ratings upgraded the City of Yerevan's Long-Term Foreign- and
Local-Currency Issuer Default Ratings to 'BB-' from 'B+'. The
Outlook is Stable. The upgrade follows that of Armenia as Fitch
views the city's ratings as constrained by the sovereign.

Under EU credit rating agency regulation, the publication of
International Public Finance reviews is subject to restrictions and
must take place according to a published schedule, except where it
is necessary for CRAs to deviate from this in order to comply with
their legal obligations. In this case the deviation was caused by
the upgrade of Armenia.

Fitch interprets this provision as allowing us to publish a rating
review in situations where there is a material change in the
creditworthiness of the issuer that Fitch believes makes it
inappropriate for us to wait until the next scheduled review date
to update the rating or Outlook/Watch status.

The next scheduled review dates for the City of Yerevan to be held
in 2020 will be determined by end-2019 once the calendar comprising
the next reviews is published.

KEY RATING DRIVERS

Fitch has re-assessed Yerevan's risk profile as 'Weaker' from
'Vulnerable', following the sovereign upgrade of Armenia and
reflecting four Weaker and two Midrange attributes on the six key
risk factors, unchanged since last review.

Revenue Robustness: Weaker

Yerevan's budget revenue is mainly composed of central government
transfers (2018: 66% of total revenue), followed by taxes (15%),
non-tax revenue (13%) and asset sales (6%). Intergovernmental
transfers enhance the city's fiscal capacity to a level sufficient
to cover expenditure, which is evident from the track record of
balanced budgets in 2014-2018. Nonetheless, as the transfers stem
from a 'bb' rated counterparty Fitch assesses the city's overall
revenue robustness as Weak.

Revenue Adjustability: Weaker

Yerevan's ability to generate additional revenue in response to
possible economic downturns is very limited, therefore Fitch
assesses the city's revenue adjustability as Weak. The central
government holds overwhelming fiscal authority, which significantly
limits the city's fiscal autonomy. The city's autonomy to set rates
or introduce new taxes is limited by the country's legal framework.
Yerevan collects taxes on property and vehicles, which together
represent 15% of the city's total revenue. The city also collects
various fees, fines and payments (non-tax revenue), which accounted
for 13% of its total revenue in 2018.

Expenditure Sustainability: Midrange

The city exerts prudent control of its expenditure. This is evident
from the track record of the decrease in spending being greater
than that of declining revenue in 2016-2018 (4.6% and 3.9%,
respectively). Fitch expects these practices to be continued in the
medium term. Yerevan has responsibilities in education, healthcare,
some social benefits, general public administration, environmental
protection, culture and recreation, and housing, utilities and
construction. Education and healthcare spending, which is of a
counter- or non-cyclical nature, accounted for 32% of the city's
expenditure in 2018. Yerevan is not required to adopt anti-cyclical
measures, which would inflate expenditure related to social
benefits in a period of downturn. At the same time, the city's
budgetary policy is dependent on the decisions of the central
government, which could negatively affect the expenditure dynamic.

Expenditure Adjustability: Weaker

Fitch assesses Yerevan's expenditure adjustability as low. Most of
its spending responsibilities are mandatory, with inflexible items
dominating the expenditure structure. Therefore the bulk of
expenditure could be difficult to cut in response to potential
revenue shrinking. Although the city retains some flexibility to
cut or postpone capex in case of stress, capital outlays were
already reduced to an average of 7.7% of total spending in
2015-2018 from the higher level of 24.7% in 2014, following a
prolonged economic slow-down in Armenia. The city's ability to
materially cut expenditure is also limited by relatively low per
capita expenditure (2018: USD130) compared with international
peers.

Liabilities and Liquidity Robustness: Midrange

According to national budgetary regulation, Armenian local and
regional governments (LRG) are subject to strict debt limitations.
Therefore the city has been free of any debt or guarantees since
forming a community in 2008. Statutory provisions of the national
legal framework guiding debt or guarantees issuance restrict the
city from incurring significant debt and new borrowing restrictions
as well as limits on annual interest payments.

Liabilities and Liquidity: Weaker

Yerevan's liquidity position improved in 2018 to AMD7.8 billion
from AMD1.9 billion in 2017, as the city posted a surplus budget
with excess cash retained in reserves. Yerevan holds its cash in
treasury accounts as deposits with commercial banks are prohibited
under the national legal framework for LRGs. For extra liquidity
the city could borrow from the national treasury. As the liquidity
profile remains exposed to volatility, while counterparty risk
associated with the liquidity providers is 'BB-', which limits the
assessment of this risk factor to Weaker.

Debt Sustainability Assessment: 'aaa'

Fitch classifies Yerevan as a type-B local and regional government
(LRG), as it covers debt service from cash flow on an annual basis.
According to its rating case, Yerevan's debt payback ratio (net
direct risk-to-operating balance) - the primary metric of debt
sustainability assessment - will remain strong over the next five
years due to sufficient cash and very low expected debt, stemming
from the city's public sector. The secondary metrics - fiscal debt
burden measured as net adjusted debt-to-operating revenue and
actual debt-servicing coverage ratio - are assessed at 'aaa'. This
leads to the city's overall debt sustainability assessment at
'aaa'.

DERIVATION SUMMARY

Yerevan's Standalone Credit Profile (SCP) of 'bbb-' is based on a
combination of a 'Weaker' risk profile and a debt sustainability
assessment of 'aaa'. The SCP also factors in international peer
comparison. Finally, the city's IDR remains constrained by that of
the sovereign

KEY ASSUMPTIONS

Qualitative assumptions and assessments and their respective weight
in the rating decision:

Risk Profile: Weaker, low weight

Revenue Robustness: Weaker, low weight

Revenue Adjustability: Weaker, low weight

Expenditure Sustainability: Midrange, low weight

Expenditure Adjustability: Weaker, low weight

Liabilities and Liquidity Robustness: Midrange, low weight

Liabilities and Liquidity Flexibility: Weaker, low weight

Debt sustainability: 'aaa' category, improvement with low weight

Support: n/a

Asymmetric Risk: n/a

Quantitative Assumptions - Issuer Specific

Fitch's rating case scenario is a "through-the-cycle" scenario,
which incorporates a combination of revenue, cost and financial
risk stresses. It is based on the 2014-2018 figures and 2019-2023
projected ratios.

The key assumptions for the scenario include:

  - Yoy 5.7% increase in operating revenue on average in 2019-2023,
including 4.2% increase in taes, 6.3% increase in non-tax revenue
and 6.7% increase in current transfers;

  - Yoy 15.4% increase in operating spending on average in
2019-2023;

  - Net capital balance of negative AMD821 on average in
2019-2023;

Quantitative assumptions - sovereign related (note that no weights
are included as none of these assumptions was material to the
rating action)

Figures as per Fitch's sovereign actual for 2018 and forecast for
2020, respectively:

  - GDP per capita (US dollar, market exchange rate): 4,234.6,
4,862.0

  - Real GDP growth (%): 5.2,4.5

  - Consumer prices (annual average % change): 2.5, 3.0

  - General government balance (% of GDP) : -1.6,-2.1

  - General government debt (% of GDP) : 55.8,56.2

  - Current account balance plus net FDI (% of GDP) : -7.4, -5.1

  - Net external debt (% of GDP): 48.4, 52.4

  - IMF Development Classification: EM

CDS Market Implied Rating: n/a

RATING SENSITIVITIES

Yerevan's IDRs are constrained by the sovereign ratings. Therefore,
rating action on Armenia's IDRs would lead to corresponding rating
action on the city.

ESG CONSIDERATIONS

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



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C Y P R U S
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AVIA SOLUTIONS: Fitch Assigns 'BB' LT IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings assigned Avia Solutions Group PLC a final Long-Term
Issuer Default Rating of 'BB' with a Stable Outlook.

The agency has also assigned a final senior unsecured rating of
'BB' to the USD300 million bonds recently issued by ASG Finance
Designated Activity Company, which is 100%-owned by Avia. The bonds
are guaranteed by Avia and its key divisional subsidiaries
accounting for over 90% of Avia's consolidated revenues and will be
used to fund planned investments in its growth.

The IDR is supported by the diversity of Avia's operations in
various segments of the commercial aviation value chain, fairly
good diversification by geography with a focus on Europe and by
customers, reasonably stable profitability and low, albeit
increasing, asset intensity. Given the company's operations in
maintenance, repair and overhaul, ground handling and aircraft
leasing (ACMI and dry divisions), Fitch considers Avia's business
as somewhat more stable than passenger airlines.

However, the company remains exposed to sector cyclicality and
strong competition from more sizable players in its respective
segments, including lessors and in-house MRO services of airlines.
Although its growth strategy is focused on existing business lines,
its execution risk is related to managing the business mix, higher
aircraft ownership and expansion to new geographies amid strong
competition.

Avia's credit metrics compare well with those of similarly rated
peers that are usually present in one of the segments of Avia's
operations. Key person risk stemming from majority ownership by one
individual is a limiting factor despite historically limited
dividends. Its forecasts assume no dividend payments over
2020-2023.

KEY RATING DRIVERS

Well Diversified Business Model: Avia's operations span most of the
B2B segments in the commercial aviation sector ranging from MRO,
passenger and cargo charter, leasing, training to aircraft trading.
Avia is one of the leading independent aviation players in central
and eastern Europe with some of the major European airlines among
its customers. Avia generated 49% of its revenues (pro-forma for
group re-organisation) in 2018 from the developed markets of
Germany, UK, Ireland and the US, with central and eastern European
countries being other key contributors.

Established Market Positions: Avia has strong market positions in
the central and eastern Europe MRO and ground handling segments,
which benefit from competitive advantages such as limited
infrastructure availability for new entrants, licensing and
certification requirements. In the ACMI business, Avia is a large
player with 44 aircraft leased out to some of the largest airlines
in Europe and the short-term nature of wet-leasing enables the
company to manage customer risk. The company does not own the
aircraft in this division but has it on fairly short operating
leases, providing it with operational flexibility.

Its trading & leasing business (AAML) focusses on older narrow-body
aircrafts, which reduces the residual value risk faced by some of
the larger aircraft lessors. Its Cargo Brokers business provides a
full range of cargo aircraft charters and has long-term
relationships with some of the largest logistics players.

Focus on Organic Growth: Following the reorganisation and debt
issuance, Avia is entering a new organic growth phase with a focus
on developing the MRO business and a higher share of aircraft
ownership in the trading & leasing division as well as expansion of
its geographic footprint with emphasis on higher-growth markets in
Asia. While the expansion strategy relates to its existing business
areas and expertise, its significant scope increases execution
risk, in its view. Avia's ability to balance the growth between the
more predictable Aviation Support Services business (MRO, ground
handling, etc) and trading & leasing and managing higher aircraft
ownership, while maintaining a solid financial profile are
important for the stability of the rating.

Aviation Support Growth Driver: Growth will be driven by the
Aviation Support Services business (MRO, training, ground handling
and charter) whose pro-forma EBITDA contribution to the group is
expected by Fitch in its analysis to increase to 36% in 2022
(excluding IFRS 16 impact) from 25% in 2018. Trading and leasing
(AAML) is also expected to grow its EBITDA with its contribution
increasing to 35% from 33% during the same period due to investment
in fleet. ACMI and the Cargo Brokers businesses are forecast to
remain broadly stable, resulting in a decline in their EBITDA
contributions to 18% and 11% from 24% and 18%, respectively, during
the same period.

Stable Operating Profile: Despite its operations in several
business segments, Avia has underlying dependency on the commercial
passenger aviation market. However, unlike passenger airlines, it
operates in B2B segments, which limits exposure to short-term
fluctuations in the aviation market. Avia's MRO, ground handling
and leasing operations provide some visibility on revenues. Being
asset-light and service-oriented the business leads to more stable,
albeit moderate, profitability as is the case for ACMI, most of the
Aviation Support Services and Cargo Brokers divisions. AAML is more
asset-intensive with resultant higher margins but also higher
potential volatility. Fitch expects Avia's margins to remain stable
over the next five years.

Brexit Risk Limited: Fitch views Avia's Brexit risk as manageable
as the company generated 15% of pro-forma revenues in the UK in
2018. While its MRO services at London Stansted may be adversely
affected, they accounted for only 6% of divisional revenue. Other
businesses exposed to Brexit - ACMI and Cargo Brokers - have more
operational flexibility to shift their services to other
geographies if needed. Aviation Support Services division has also
been proactive in getting regulatory approvals (such as EASA
accreditations for its MRO business).

Thomas Cook Impact Mitigated: Thomas Cook is also a risk for Avia
as the company was a wet lease provider of some aircraft to Thomas
Cook. However, most of the wet lease contracts were coming to an
end and had lower profitability on average. As a result, Avia has
been able to contract some of those aircraft at a higher rate for
repatriation efforts and is already re-contracting the aircrafts to
other airlines. Avia's budget for the ACMI division for 2019 is not
impacted by its exposure to Thomas Cook.

Moderate Financial Structure: Avia's dependence on debt-funded
growth has been limited until now. The company has recently issued
a USD300 million unsecured bond this year to fund organic growth
through investments in aircraft in AAML as well as equipment to
support growth in its trading & leasing and Aviation Support
Services businesses. As a result of the debt issuance and higher
future capex, Fitch forecasts pro-forma funds from operations
(FFO)-adjusted gross leverage to increase to around 3.5x (excluding
IFRS 16 impact) in 2019 from 2.0x in 2018.

Based on the agency's analysis, free cash flow (FCF) is likely to
remain negative over 2019-2022. Fitch forecasts FFO-adjusted gross
leverage to remain at around or below 3.5x after 2019 assuming no
dividend payments. Avia's internal leverage guidance is below 2x
net debt/EBITDA (including IFRS 16 impact). Avia's credit metrics
compare well with those of similarly rated peers that are usually
present in one of the segments of Avia's operations. Key person
risk stemming from majority ownership by one individual is a
limiting factor despite historically limited dividends. Its
forecasts assume no dividend payments over 2020-2023

DERIVATION SUMMARY

Avia's business model is a combination of mostly service-oriented
businesses and to a much lesser extent, more asset-intensive
business of aircraft leasing. In contrast to passenger airlines,
Avia operates in the B2B commercial aviation market. Given its
operations in MRO, ground handling and leasing businesses, Fitch
views its business profile as more stable than passenger airlines
but on a par with or marginally weaker than large pure ground
handling companies. The company operates on a smaller scale than
larger well-established lessors.

KEY ASSUMPTIONS

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

  - Capex-driven revenue growth in Aviation Support Services and
AAML. Growth in ACMI's revenue based on management's forecast of
broadly stable fleet size after growth in 2019. Cargo Brokers'
revenue to remain broadly stable.

  - Profitability to remain stable in Aviation Support Services,
ACMI and Cargo Brokers. Margins in AAML to decline in 2019, due to
sale of older aircraft, before recovering in 2020 with investments
in fleet.

  - USD300 million unsecured bond will be used to support planned
capex.

  - No dividend payments from 2020 onwards.

RATING SENSITIVITIES

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

  - FFO-adjusted gross leverage sustainably below 3.0x and FFO
fixed charge coverage over 4.5x

  - Successful implementation of organic growth strategy leading to
consolidated EBITDA margin exceeding 10%

  - Debt issuance proceeds deployed in line with management plan,
leading to a balanced growth of asset-intensive leasing business
and Aviation Support Services

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

  - FFO-adjusted gross leverage sustainably above 4.0x and FFO
fixed charge coverage below 3.0x due to falling profitability or
implementation of an ambitious dividend policy

  - Increased competition or exogenous shocks to the aviation
industry leading to a decline in consolidated profitability below
5%

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Avia's liquidity at end 2018, pro-forma for
reorganisation and Cargo Brokers acquisition, consisted of EUR53.0
million of cash (EUR89.3 million at June 30, 2019). This compared
with EUR63 million of pro-forma total debt, of which EUR40 million
was short term. However, the short-term debt included bank
overdraft facilities of EUR20 million, which are rolled over
annually. FCF in 2019 is forecast by Fitch to be negative EUR21
million. However, the company's USD300 million unsecured bond issue
in November 2019 will support liquidity in 2019 and be used over
three years to fund capex.

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.

BANK OF CYPRUS: Fitch Affirms B- LT IDR, Outlook Positive
---------------------------------------------------------
Fitch Ratings affirmed Bank of Cyprus Public Company Limited's
Long-Term Issuer Default Rating at 'B-'with a Positive Outlook and
Viability Rating at 'b-'.

KEY RATING DRIVERS

IDRS, VR AND SENIOR DEBT

BoC's ratings reflect its weak asset quality, which results in very
high encumbrance of capital by unreserved problem assets (i.e.
non-performing exposures (NPEs) and foreclosed assets), and
profitability, which is still constrained by loans impairment
charges. The ratings continue to reflect BoC's strong franchise and
market position as the largest bank in Cyprus, an improved funding
profile and adequate liquidity buffers.

The Positive Outlook takes into account its expectation that the
volume of problem assets will continue to decline at a reasonably
good pace. This is based on BoC's track record in actively
addressing NPEs, including through sales, management's continued
focus on speeding up the bank's asset quality clean-up and the good
momentum of the Cypriot operating environment, which Fitch believes
would support further sales. This will be positive for BoC's credit
risk profile as it will ultimately reduce pressure on capital and
profitability from these large NPEs.

BoC managed to achieve a reduction of about 75% of the NPEs stock
from end-2014 to end-3Q19, including the completion of project
Helix (a securitisation of around gross EUR2.7 billion NPEs in June
2019), significantly ahead of domestic peers. However, the bank's
asset quality remains weak. The NPE ratio was still very high at
around 31% at end-September 2019 (and raises to about 40% when
foreclosed assets are included), reflecting the size of the bank's
original problems. Loan loss allowances progressively improved over
the years and stood at around 51% at end-September 2019, which
compares adequately with peers with similar asset quality
weaknesses but still leaves capital exposed to collateral
valuations.

The bank publicly announced that it is actively exploring
non-organic solutions to accelerate NPEs reduction, which could
involve the disposal of a portfolio of NPEs in excess of EUR2
billion of gross book value. Absent of a large-scale NPE work-out
solution, BoC's asset quality will likely remain weak if
improvement is only based on organic NPE reduction. In its
assessment of BoC's asset quality, Fitch also considers the good
quality of the bank's other earning assets, which largely include
placements with the ECB (around 20% of total assets at
end-September 2019).

The bank's fully loaded CET1 ratio (including the full impact of
IFRS 9) was 13.6% at end-September 2019. The improvement during
2019 was largely supported by an amendment in the Cypriot law that
changed deferred tax assets into deferred tax credits, which
benefits from a better regulatory treatment, and the Helix
transaction, which led to lower risk-weighted assets. However,
capital remains at high risk from sizeable unreserved problem
assets. At end-September 2019, unreserved NPEs and foreclosed
assets (including investment properties) were a high 1.9x fully
loaded CET1 capital. This exposes BoC to swings in the property
market and execution risks in the bank's de-risking strategy.

BoC's funding profile has continued to benefit from the growth of
resident deposits, but most importantly from the loan
de-recognition resulting from the Helix transaction, as the gross
loans/deposits ratio improved to around 80% at end-September 2019
from 105% at end-2017. BoC has built up a significant liquidity
buffer mainly consisting of central bank placements to meet
regulatory liquidity requirements. The presence of large liquidity
buffers mitigates the potential volatility of deposits related to
BoC's non-resident transaction business, which account for around
20% of the total deposit base at end-September 2019.

The bank's long-term senior unsecured debt programme rating of
'CCC'/'RR6' is rated two notches below the bank's Long-Term IDR to
reflect Fitch's view that recovery prospects for the bank's senior
unsecured creditors would be poor given full depositor preference
in Cyprus and the bank's funding structure, which Fitch views as
effectively reducing recovery prospects for senior unsecured
creditors in resolution. BoC's current funding structure relies on
customer deposits, bank deposits and other forms of preferred
funding (e.g. repos). BoC has not issued any senior unsecured debt
but has limited buffers of subordinated debt and hybrid capital,
which would participate in absorbing losses ahead of senior debt.

SUPPORT RATING AND SUPPORT RATING FLOOR

BoC's Support Rating (SR) of '5' and Support Rating Floor (SRF) of
'No Floor' reflect Fitch's belief that senior creditors of the bank
can no longer rely on receiving full extraordinary support from the
sovereign in the event that the bank becomes non-viable. The EU's
Bank Recovery and Resolution Directive and the Single Resolution
Mechanism for eurozone banks provide a framework for resolving
banks that is likely to require senior creditors to participate in
losses, instead of, or ahead of, a bank receiving sovereign
support.

SUBORDINATED DEBT

The 'CCC'/'RR6' long-term rating on BoC's subordinated Tier 2 notes
is notched down twice from the bank's VR. The 'RR6' Recovery Rating
reflects poor recovery prospects. Fitch applies zero notches for
additional non-performance risk relative to the VR as the notes'
loss-absorption is triggered only at the point of non-viability.
Fitch applies two notches for loss severity, reflecting its view
that the layer of subordinated debt, including the additional Tier
1 notes, is thin relative to the size of the bank's potential
problem (reflected in the very high volume of unreserved NPEs
relative to capital).

RATING SENSITIVITIES

IDRS, VR AND SENIOR DEBT

BoC's ratings could be upgraded if it successfully completes its
planned large-scale problem assets sale without undermining its
capital position. This should also result in reduced capital
encumbrance from unreserved problem assets. Improved capacity to
generate capital internally and improvements in the bank's
profitability would also be rating positive. Failure to execute its
planned large-scale problem assets sale would likely result in
Fitch revising the Outlook to Stable.

A negative asset quality shock, lack of further credible reduction
of problem assets or a material weakening of profitability and
capital would be rating-negative.

The long-term senior unsecured debt programme rating is sensitive
to BoC's Long-Term IDR, which is itself sensitive to the bank's VR.
It is also sensitive to larger buffers of senior unsecured debt,
and either other equally ranking or subordinated liabilities, being
issued by BoC. This is because in a resolution, losses could be
spread over a larger debt layer resulting in smaller losses and
higher recoveries for senior bondholders, which may lead to a
higher long-term senior unsecured rating.

SR AND SRF

Fitch sees limited upside for the bank's SR and SRF. In the EU,
this is due to the presence of a resolution scheme with bail-in
tools that have already been implemented, the authorities' limited
capacity to provide future support, but also in light of a clear
intention to reduce implicit state support for financial
institutions.

SUBORDINATED DEBT

BoC's subordinated debt ratings are sensitive to changes in the
bank's VR. They could also be upgraded if unreserved NPEs become
less significant relative to the layer of subordinated debt, either
through an increase in the amount of junior and subordinated debt
or through a significant reduction of unreserved NPEs.

ESG CONSIDERATIONS

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

HELLENIC BANK: Fitch Affirms B+ LT IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings affirmed Hellenic Bank Public Company Limited's
Long-Term Issuer Default Rating at 'B+' with a Stable Outlook and
Viability Rating at 'b+'.

KEY RATING DRIVERS

IDRS AND VR

HB's ratings reflect its strong franchise and market position as
the second-largest bank in Cyprus and improved overall financial
profile, mainly following the acquisition of Cyprus Cooperative
Bank LTD in September 2018, which came with a capital increase
(EUR150 million). They also reflect the smooth integration of CCB,
which was completed last September in line with plans. However, the
bank's ratings remain constrained by weak asset quality by
international standards and high capital encumbrance by unreserved
problem assets.

Fitch considers the acquisition of CCB as supportive to HB's
business mix and profitability prospects. In particular, HB
benefits from a larger scale and cost synergies from the
integration of CCB's assets and deposits, in particular through
downwards repricing of CCB's deposits and high interest yields on a
large Cypriot government bond portfolio that came with the
acquisition. Combined with contained loan impairment charges, this
supported an improvement in HB's operating profitability in the
first six months of 2019, which Fitch believes is sustainable. HB's
core profitability will largely depend on its ability to reduce its
large stock of non-performing exposures (NPEs as defined by the
European Banking Authority), leverage on a large deposit base to
build new profitable lending and replace the revenue from its
Cypriot sovereign bonds investment portfolio.

Execution risks reduced after the completion of operational
integration of CCB's assets and management's focus is now on fully
achieving the targeted revenue and cost synergies, but most
importantly on accelerating NPEs reduction.

CCB's acquired loans were of comparatively better quality and HB's
NPE ratio declined to around 25% at end-June 2019 from 53% at
end-2017, which is still high by international standards. The ratio
is calculated excluding the NPEs guaranteed by the asset protection
scheme (APS) against 90% of losses on the covered loan book (over
half of the acquired book). The NPE coverage ratio of around 53% at
end-June 2019 (or close to 64% when the APS is considered) compares
well with that of international peers facing similar asset quality
issues but continues to expose HB to changes in collateral
valuation.

HB's stock of NPEs is slowly decreasing due mainly to write-offs
and debt-to-asset swaps. Like other banks in Cyprus, HB is
considering both organic and non-organic options for reducing its
NPEs stock and started getting ready for a possible NPE disposal.
However, execution is dependent on the continued stability of the
Cypriot operating environment, a well-functioning legal framework
and foreign investor interest for Cypriot NPEs and Fitch has not
factored any impact from potential asset sale in its assessment.

In its assessment of HB's asset quality, Fitch also considers its
large placement with central banks (nearly 25% of total assets at
end-June 2019, largely the European Central Bank; ECB) and high
exposure to Cypriot sovereign bonds (nearly 25% of total assets or
about 4x equity at end-June 2019), which results in high single
counterparty risk concentration.

HB's fully loaded common equity Tier 1 (CET1) ratio (including
IFRS9 full impact) of 18% at end-June 2019 compares well with that
of peers. However, capital encumbrance by unreserved NPEs and
foreclosed assets represented 0.9x the bank's fully loaded CET1,
when excluding the NPEs guaranteed by APS, which exposes the bank
to asset quality shocks and volatility of property market prices.
Fitch expects capital encumbrance to remain high unless large NPEs
sales go through. In addition, the bank's capacity to generate
capital internally remains weak.

HB's funding improved after the acquisition of CCB's large (and
mostly resident) deposit base, resulting in a gross loans/deposits
ratio of about 50% at end-June 2019. The quality of the deposit
base also improved with the share of domestic retail deposits
increasing and more confidence-sensitive non-resident deposits
reducing to around 17% at end-June 2019. Liquidity remains sound
given that 25% of total assets are cash and central bank
placements, while the large Cypriot government bond portfolio has
become ECB-eligible following the sovereign upgrade to investment
grade.

SUPPORT RATING AND SUPPORT RATING FLOOR

HB's Support Rating (SR) of '5' and Support Rating Floor (SRF) of
'No Floor' reflect Fitch's belief that senior creditors of the bank
can no longer rely on receiving full extraordinary support from the
sovereign in the event that the bank becomes non-viable. The EU's
Bank Recovery and Resolution Directive and the Single Resolution
Mechanism for eurozone banks provide a framework for resolving
banks that is likely to require senior creditors to participate in
losses, instead of or ahead of a bank receiving sovereign support.

RATING SENSITIVITIES

IDRS AND VR

Upside rating potential could arise if HB's plans to accelerate the
reduction of its NPEs are executed without undermining its capital
levels materially. Improvements in the bank's core banking
profitability and its capacity to generate capital internally would
also be rating positive.

The ratings could be downgraded if the improving asset quality
trend stalls or reverses, weakening the bank's capitalisation or if
profitability materially weakens.

SUPPORT RATING AND SUPPORT RATING FLOOR

Fitch sees limited upside for the bank's Support Rating and Support
Rating Floor. In the EU, this is due to the presence of a
resolution scheme with bail-in tools that have already been
implemented, the authorities' limited capacity to provide future
support, but also in light of a clear intention to reduce implicit
state support for financial institutions.

ESG CONSIDERATIONS

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



===========
F R A N C E
===========

CAB: Fitch Publishes 'B' LT IDR, Outlook Negative
-------------------------------------------------
Fitch Ratings published France-based laboratory testing services
provider CAB SAS's 'B' Long-Term Issuer Default Rating with a
Negative Outlook.

Fitch has also assigned an expected senior secured rating of
'B+(EXP)'/RR3 to CAB's new term loan B of EUR240 million, which
will be used to finance new bolt-on acquisitions and refinance the
current drawing under the group's revolving credit facility (RCF).

The assignment of the final instrument rating is subject to receipt
of execution financing documentation being substantially in line
with the draft terms as presented to Fitch.

CAB's 'B' IDR reflects the defensive nature of the company's
routine medical testing business model expressed in high and stable
EBITDA and free cash flow (FCF) margins. The rating is materially
constrained by its aggressive leverage profile and financial
policies. However, the recent accelerated pace of predominantly
debt-funded acquisitions has substantially increased CAB's
financial risk and weakened its deleveraging potential, with funds
from operations adjusted leverage projected to remain well above
8.0x in the next four years.

CAB's inability or unwillingness to reduce leverage from the
currently high levels for the rating, for example prompted by
further debt-funded acquisitions, leaves a limited margin of
safety, increasing the prospects of a downgrade to 'B-' over the
next 18 to 24 months as reflected in the Negative Outlook.

KEY RATING DRIVERS

Sustainable Business Model: CAB benefits from a defensive business
model with stable revenues, high and resilient operating margins.
It operates in a sector with a positive long-term demand outlook
and high barriers to entry where scale is an important factor of
cost management. Given the company's well defined regional market
footprint and focused approach to M&A, CAB is well placed to
continue capitalising on the supportive sector fundamentals and
deriving value from its buy-and-build strategy, which should allow
it to grow above the market. Concentration risks due to narrow
product diversification and geographic focus on France are
counter-balanced by the company's high operating profitability and
strong cash flow generation.

Excessive Leverage Drives Negative Outlook: The Negative Outlook
primarily reflects Fitch's view of the elevated risk profile
following successive acquisitions in 2018 and 2019. Fitch expects
leverage to reach 10.0x in 2019 on a FFO adjusted basis, and
forecast only a limited decrease in the next years with leverage
remaining above 8.5x through December 2022. However, these
assumptions only reflect the impact of the current M&A transaction
scheduled to complete in 1Q20. Should CAB pursue further material
debt-funded acquisitions in excess of EUR100 million, Fitch
estimates FFO adjusted leverage would remain at 9.0x-10.0x, at
which level Fitch would regard the 'B' IDR as no longer
appropriate, hence the Negative Outlook.

Aggressive Financial Policy: In addition to the absence of
deleveraging, the Negative Outlook also reflects an aggressive
financial policy signalled by a string of highly leveraged
acquisitions. The company's decision to tolerate significantly
higher indebtedness levels over a prolonged period of time exposes
lenders to an increased credit risk. At the same time, Fitch does
not expect value leakage in form of dividends or other shareholder
distributions in the context of the otherwise loosely structured
senior loan documentation offering little creditor protection.

Further Debt Funded M&A Likely: M&A will remain the main strategic
focus for CAB. Fitch views each new transaction above EUR100
million as event risk, although with a high probability to take
place in the next two to three years. The rating trajectory remains
subject to the quality of the acquisition assets, enterprise value
(EV)/EBITDA multiples paid and funding mix, as well as the
company's organic performance and quality of the integration work
delivered.

Strong Execution Capabilities: Fitch views positively CAB's
management's strong execution skills in selecting and integrating
acquisitions. Despite growing business complexity linked to
managing a rapidly enlarged group and risk of possible integration
delays, CAB has performed well in 2019, organically and by
realising contractual cost savings and synergies from acquisitions.
This is supported by the positive like-for-like sales growth along
with significantly improved EBITDA margins, in line with CAB's 2019
budget. Fitch expects timely integration of the current
acquisitions with some further margin improvement and regard
execution risks overall as limited.

Healthy Cash Flow Generation: Fitch projects CAB will generate
strong FCF in the low double-digit percentage of sales by 2022,
which Fitch considers to be strong for the sector, particularly
compared with much larger peers such as Synlab with broadly similar
FCF magnitude and mid-single digit FCF margin expectations. High
intrinsic profitability is also evident in CAB's stronger FCF/total
debt cover ratio, which Fitch projects to be around 5% in
2019-2022, against Synlab's as well as other peers at around
2%-4%.

Concentration on French Regulatory Environment: CAB's lack of
diversification outside France makes the group vulnerable to
adverse regulatory decisions, especially in relation to
reimbursement changes. However, Fitch believes that larger national
players such as CAB can withstand tariffs pressure and
regulation-driven costs better than small independent labs. In
addition, the next 2020-2022 triennial agreement currently being
finalised between the French laboratories unions and the government
authorities provides clarity and some earnings visibility until the
end of its forecast period. While there is a low risk that the
agreement would be concluded on materially adverse terms, like any
other player in this market, CAB remains a price taker.

DERIVATION SUMMARY

CAB's defensive business risk with strong execution evident in
superior operating and cash flow margins against similarly rated
peer Synlab (B/Stable) support the 'B' IDR. The Negative Outlook
primarily reflects Fitch's view of the elevated leverage profile
following successive acquisition rounds in 2018 and 2019 and the
limited expected deleveraging, suggesting a heightened financial
risk profile for CAB's rating. As a result of a rapid acquisitive
growth, the group's market position continues to improve raising
its sector relevance in the French lab testing market.

Although the enlarged group will remain less diversified in terms
of geography and product portfolio than its larger peers, Fitch
expects lower integration risk from these acquisitions with good
visibility on contractual savings and synergies so that
profitability margins and FCF generation should remain sustainably
strong and above those of Synlab and other non-public peers.

Pro-forma for the planned acquisitions, CAB's FFO gross leverage
will remain permanently well above 8.0x, which in isolation
corresponds to a 'CCC' rating profile. Excessive leverage is a
feature shared by CAB's peers, but CAB's expected deleveraging is
more limited with FFO adjusted leverage expected to stay well above
8.5x through 2022 vs. steadier leverage levels of around 8.0x for
Synlab by 2022.

KEY ASSUMPTIONS

  - Organic sales growth of around 0.5% per year from 2020 until
2023 as volume growth is offset by tariff pressures given the
triennial agreement in place; assuming the triennial agreement is
renewed by the end of the year.

  - The six remaining announced acquisitions are closed by
beginning of 2020. Fitch forecasts slight integration delays for
2019 & 2020 with some non-recurring M&A-related charges estimated
at EUR10 million each year.

  - Fitch includes M&A of EUR100 million per year from 2021 using
mostly cash and some limited RCF drawing (this is Fitch's
assumption).

  - Slight improvement of EBITDA margin by 2022 as low-risk
contractual savings and synergies materialise.

  - No dividend payments throughout the life of the facilities.

KEY RECOVERY ASSUMPTIONS

Fitch follows a going concern approach over balance sheet
liquidation given CAB's quality of the network and strong national
market position:

  - Projected pro-forma economic 2020E EBITDA less an estimated
cost of capital leases, discounted by 30% to arrive at a proxy of
the company's earnings to remain a going concern post-distress;

  - Distressed EV/EBITDA multiple of 5.5x, which reflects CAB's
strong market position albeit in a single geography, which would
imply a discount of 0.5x against Synlab's distressed EV/EBITDA
multiple of 6.0x

  - Committed RCF is assumed to be fully drawn prior to distress in
line with Fitch's criteria;

  - Structurally higher positioned senior debt at operating
companies is assumed to rank ahead of RCF and TLB;

  - RCF and TLB rank pari passu;

After deducting 10% for administrative claims from the estimated
post-distress EV, its waterfall analysis generates a ranked
recovery for the senior secured debt (including RCF and TLB) in the
'RR3' band, indicating a 'B+' instrument rating. The waterfall
analysis output percentage on current metrics and assumptions was
54%.

RATING SENSITIVITIES

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

  - Larger scale, increased product/geographical diversification,
full realisation of contractual savings and synergies associated
with acquisitions and/or voluntary prepayment of debt from excess
cash flow resulting in the following credit metrics:

  - FFO adjusted gross leverage trending towards 6.0x on a
sustained basis (pro forma for acquisitions);

  - FFO fixed charge cover trending towards 3.0x on a sustained
basis (pro forma for acquisitions).

Developments That May, Individually or Collectively, Lead to a
Stable Outlook

  - FFO adjusted gross leverage trending below 8.0x by 2021;

  - FFO fixed charge cover above 2.0x (pro forma for acquisitions)
on a sustained basis;

  - FCF/total debt ratio at mid-single digit and stable operating
performance.

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

  - Weak operating performance with neutral to negative
Like-for-like sales growth and declining EBITDA margins due to a
delay in M&A integration or competitive pressures;

  - Failure to show significant deleveraging towards 8.0x by 2021
on a FFO adjusted gross basis due to the evidence of lost
discipline in M&A and equity biased financial policy;

  - FCF reduces towards the mid-single digit percentage of sales
such that FCF/total debt ratio declines to low single digits;

  - FFO fixed charge cover below 2.0x (pro forma for acquisitions)
on a sustained basis.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch expects CAB to maintain satisfactory
liquidity over the rating horizon. In addition to cash on balance
sheet, liquidity is enhanced by the committed RCF of EUR120 million
that can be used for general corporate purposes and bolt-on
acquisitions. Financial flexibility is supported by a long-dated
debt profile without meaningful maturities before the TLB falls due
in 2026.

ESG CONSIDERATIONS

CAB has an ESG Relevance Score of 4 due to its exposure to social
impact as the company operates in a regulated medical market, and
may have a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.

CAB: Moody's Assigns B2 Corp. Family Rating, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
a B2-PD probability of default rating to CAB. Concurrently, Moody's
has assigned a B2 senior secured rating to the company's EUR1,265
million term loan (including EUR240 million planned add-on)
maturing in April 2026 and a B2 senior secured rating to the EUR120
million revolving credit facility maturing in June 2023.

The outlook is negative.

The planned EUR240 million add-on to the term loan will be used
along with EUR32 million of cash on balance to finance acquisitions
and pay transaction fees.

The rating action reflects the following interrelated drivers:

  - High Moody's adjusted leverage of 6.5x expected for year-end
2020

  - Relevant strategic rationale of strengthening existing market
positioning and increasing scale in a market subject to continuous
price pressure

  - Good operating performance illustrated by good Moody's-adjusted
EBITDA margin historically which should translate in positive free
cash flow (FCF) going forward

  - Management indication that the framework of the new triennial
agreement that regulates reimbursements in France is not expected
to change materially following current negotiations

As indicated by the negative outlook, the ratings are weakly
positioned and include Moody's expectations that the company will
successfully integrate the significant amount of acquisitions
announced over the last 12 months and realize operating performance
and leverage improvements. This should translate into a
Moody's-adjusted debt/EBITDA improving towards 6.0x by 2021 and
positive FCF going forward.

RATINGS RATIONALE

The B2 CFR of Biogroup-LCD reflects (1) the company's N°1 position
in the French testing routine market and its network density in the
regions where the company operates which allow for economies of
scale and procurement efficiencies which are hard to replicate by
the fragmented regional competition; (2) barriers to entry into the
French laboratory market including strict accreditation
requirements and complex logistics; (3) defensive nature of the
diagnostic testing market and favourable trends including ageing
population and rise of prevention and early detection supporting
volume growth of laboratory testing in France; (4) the company's
high profitability, which should support positive FCF generation
going forward; and (5) the track record of successful integration
of acquisition targets in regional clusters demonstrated to date.

Conversely, the B2 CFR is constrained by (1) the company's
geographic concentration in France which leaves the company exposed
to regulatory changes in this country; (2) pressure to decrease
healthcare spending and reduce laboratory tariffs, partially
mitigated by a national tariff agreement which improves the
stability and predictability of tariffs until the end of 2019; (3)
a high Moody's-adjusted (gross) leverage as a result of a partially
debt funded aggressive acquisition strategy; (4) some execution
risks associated with achieving targeted cost savings from recently
announced acquisitions, although the majority of the cost savings
are secured at the time of acquisition; (5) the fact that
Biogroup-LCD's success is dependent on its founder and CEO,
Stephane Eimer, which means, that the company is exposed to a key
man risk; and; (6) the presence of a subordinated bond, located
outside of the restricted group and maturing after the Term Loan B
and not included in its leverage calculation. The existence of this
instrument could reduce the ability of Biogroup-LCD to delever if
cash payments are made to entities outside of the restricted group,
although any such payments would be subject to a restricted payment
test included in the credit agreement that requires compliance with
an equal to or less than 3.0x net total Debt/EBITDA (proforma for
such payments) against a leverage of 6.2x at closing of the
transaction, and creates an incremental refinancing risk over
time.

RATING OUTLOOK

The negative outlook reflects the fact that Moody's-adjusted
leverage is expected to remain elevated in the next 12 months. The
negative outlook also reflects the risks associated with the
expected deleveraging and positive free cash flow generation going
forward given the aggressive debt-funded acquisition strategy of
the company.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Given the negative outlook, upward rating pressure is unlikely in
the near term. However, positive pressure could arise over time
if:

  - the company's Moody's-adjusted debt/EBITDA ratio falls
sustainably towards 5.0x while achieving profitable growth and
maintaining a solid liquidity profile including positive FCF;

  - the company refinances the subordinated bond sitting at
Laboratoire Eimer Selas level.

Biogroup-LCD is weakly positioned in the B2 rating category and
negative pressure could arise if:

  - the company's Moody's adjusted debt/EBITDA ratio would remain
above 6.0x on a sustained basis, including as a result of further
debt funded acquisitions;

  - its FCF would be negative for a prolonged period;

  - its liquidity profile were to weaken; or

  - its profitability were to deteriorate due to difficulties
integrating acquisitions, competitive, regulatory and/or pricing
pressure.

LIQUIDITY

Liquidity is good supported by (1) EUR100 million of cash on
balance at end-June 2019, (2) undrawn RCF of EUR120 million after
the transaction, (3) expected positive FCF in the next 12-18 months
and (4) long-dated maturities with the RCF maturing in June 2023
and the 1st lien term loan in April 2026 and the 2nd lien term loan
in November 2026.

The term loan is covenant-lite, whereas the RCF is subject to a
springing covenant (flat total net leverage covenant at 7.0x)
tested quarterly when drawings exceed 35% of the total
commitments.

ESG CONSIDERATIONS

Moody's considers that Biogroup-LCD 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. Biogroup-LCD is
exposed to regulation and reimbursement schemes in France which are
important drivers of its credit profile. Ageing population support
long-term demand for diagnostic testing services, supporting
Biogroup-LCD's credit profile. At the same time, rising demand for
healthcare services pressure public authorities' budget which
reimburse most of them and hence translates into regular
reimbursement cuts.

Moody's considers that governance risks for Biogroup-LCD 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 Biogroup-LCD's good operating
track record, there is no evidence of weak internal control to
date. Biogroup-LCD has an aggressive financial strategy
characterized by high financial leverage, shareholder friendly
policies such as the pursuit of debt-financed acquisitions.
Moreover, Moody's believes that the strong growth of Biogroup-LCD
has been led mainly by Stephane Eimer, the company's founder and
CEO. This exposes Biogroup-LCD to a key man risk. The risk is only
to some extent mitigated by (i) the alignment of interest between
the founder, which personal net worth is tied to the company, and
creditors; (ii) by the presence of a supervisory board which
oversees management's decision; (iii) the fact that the majority of
lab operations are run locally and do not require material
involvement from top management and (iv) the presence of CDPQ as a
long term partner and as a member of the supervisory board.
Creditors also benefit from restrictions in corporate activity
provided for in the senior debt financial documentation. However,
Moody's notes that the supervisory board does not comprise any
independent member.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR, in line with the CFR, reflects Moody's assumption of
a 50% family recovery rate typical for bank debt structures with a
limited or loose set of financial covenants. The first lien term
loan and the RCF have a pari passu ranking in the capital structure
and benefit from upstream guarantees from material subsidiaries of
the group representing at least 80% of the group's EBITDA. The
security package includes shares, intercompany loans and bank
accounts.

The first lien term loan and the RCF rank ahead of the EUR187
million second lien in the waterfall analysis but they do not
benefit from a notch uplift from the CFR reflecting the limited
cushion provided by the EUR187 million second lien term loan.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

CAB, headquartered in Wissembourg, France, is one of the largest
clinical laboratory testing network in France. Pro forma for
announced acquisitions, the company will become N^1 player in the
routine testing business in France in terms of revenue. The
company, with around 620 laboratories (pro forma for announced
acquisitions), offers mainly routine and to a smaller extent
specialty tests. Biogroup-LCD is able to insource the majority of
its specialty tests to its specialised technical center in the
Ile-de France region where tests are processed within one day.

Biogroup-LCD is owned by its founder, Stephane Eimer, who controls
the company. Minority shareholders include Caisse de Depot et
Placement du Quebec, members of the management team and partner
biologists. CDPQ is an institutional investor managing mainly
pensions and insurance plans in Quebec and is a long-term partner
of Biogroup-LCD. Mr Stephane Eimer is the founder, the majority
owner and the Chief Executive Officer (CEO)/Chairman of the company
and has been managing the company since its creation in 1998. The
Chief Financial Officer of the group and deputy CEO is Prosper
Attias who joined Biogroup-LCD in 2003.

CAB: S&P Assigns 'B-' LT Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit and
issue ratings to CAB and the existing EUR1.025 billion term loan B
(TLB).

Biogroup has rapidly expanded over the past two years but primarily
on the back of debt-funded mergers and acquisitions (M&A). In the
past two years, the group has embarked on an bold external growth
strategy, with sales increasing by 2.7x from 2017 to 2019. S&P
said, "We forecast revenue will reach about EUR582 million by
year-end 2019 and exceed EUR700 million by 2020, compared with
about EUR338 million in 2018. During this period, organic growth
was limited. The company has primarily used debt to finance its
expansion. The acquisition envelop spent since 2018 exceeds EUR1.3
billion, out of which only EUR259 million were financed by Caisse
de depot et placement du Quebec (CDPQ). Our estimated adjusted debt
includes the EUR1.265 billion TLB (including the proposed EUR240
million add-on), EUR186.6 million of second-lien instruments, and
over EUR200 million of payment-in-kind (PIK) instruments and
capitalized interest at the parent company level (Laboratoire
Eimer). It also includes about EUR31 million of other debt and
EUR51 million of operating leases, and excludes EUR259 million of
noncommon equity invested by CDPQ. The instrument does not fully
meet our criteria for treatment as equity-like. However, unlike the
PIK, we recognize its subordinated nature and that it bears no
interest and matures within 20 years. We forecast debt to EBITDA,
excluding the noncommon equity invested by CDPQ and including the
PIK, will remain at 9.0x-9.5x in 2019, potentially reducing toward
8x in 2020." This assumes rapid and efficient integration and no
operating setbacks. Including both instruments, total S&P Global
Ratings-adjusted debt to EBITDA is estimated at about 11x in 2019,
reducing to 9x in 2020.

The company's high profitability reflects management's selective
M&A approach. Management has targeted laboratories that increase
the density of the geographical network and invested mainly in
regions where it is already present to optimize logistics and
minimize the number of technical platforms. S&P also understands
that synergies and restructuring costs are very limited and that
profitability growth at targets is mainly through contractual
savings. This includes savings on the cost of the reagents through
the benefit of group-negotiated tariffs, and by cutting the
salaries of the selling biologists. Furthermore, S&P understands
that management avoids targets with large hospital contracts, since
their profitability is limited. Through this strategy, the company
has managed to achieve adjusted margins above the industry average
of 25%.

The company's sole focus on France and routine testing limits
organic growth because of continued pricing pressure. The pricing
environment is defined by the French health care authorities and
negotiated every three years. Under the previous three-year
agreement, prices were set to offset volume growth and allow for
revenue growth of 0.25%. Negotiations are underway for the
2020-2022 agreement. Nevertheless, the government's initial offer
is an envelope of EUR3.371 billion, which would represent a price
cut of 4.8% in 2020 and about 2.5% per year in 2021 and 2022.
Consequently, organic growth prospects are more limited compared
with peers such as Unilabs or Cerba (Constantin Investissment 3),
which are more diversified in terms of services and geographies and
less sensitive to unfavorable pricing in a given country.

Biogroup has no near-term liquidity risk but will depend on
sustained profitability and capital allocation to comfortably
refinance by 2026, despite low organic growth. S&P forecasts EBITDA
cash interest coverage will remain above 3x, excluding transaction
fees, enabling comfortable servicing of debt. Because of the
nearest maturity being in 2026, refinancing risk is still
relatively remote. However, the current level of debt to EBITDA is
well above 5x and we believe it is likely to remain consistent with
a highly leveraged financial risk profile. Potential debt reduction
could happen if the company reduces its M&A, achieves consistent
and sustainable free operating cash flow (FOCF) growth, and uses
internally generated cash to repay debt. Over the next 12-18
months, S&P forecasts underlying revenue growth will be limited to
1.0%, with profitability remaining above the industry average. S&P
assumes capital expenditure (capex) of about 3% of revenue and
limited working capital outflows. This should enable the company to
generate FOCF of EUR65 million-EUR75 million over the next 12
months. However, FOCF to debt remains below 5%, limiting potential
for meaningful reduction in debt. Furthermore, S&P believes FOCF is
likely to be used to finance additional M&A opportunities.

S&P said, "The stable outlook reflects our forecast that Biogroup
will continue to successfully integrate acquisitions while
maintaining high profitability and increasing FOCF generation. This
should enable the company gradually reduce leverage, excluding the
noncommon equity and including the PIK, of close to 8x over the
next 12-18 months.

"The outlook takes into account our assumption that the group will
continue to achieve significant margin improvement at the recently
acquired laboratories, largely offsetting the negative effects
stemming from pricing pressure.

"We see the potential for an upgrade as remote over the next 12
months because of projected high leverage under our base case.
However, we could take a positive rating action if Biogroup
significantly outperforms our projections, resulting in
deleveraging progressively toward 5x.

"Over the medium term, we could raise the ratings if the company
delivers consistent and sustainable growth in EBITDA, supported by
sizable FOCF generation and disciplined capital allocation. This
performance would need to be sufficient to build an adequate cash
cushion and set a deleveraging path toward 5x, meaning lower
refinancing risk.

"We could lower the ratings either because of pressure on liquidity
or if we see increasing risk of unsustainable capital structure
because of high debt burden."

The most likely cause would be unexpected operational setbacks
leading to a material deterioration in profitability and cash flow
generation, accompanied by ongoing M&A, which would prevent
leverage reduction.


KAPLA HOLDING: S&P Affirms 'B+' ICR on Refinancing, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on Kapla Holding (Kiloutou). S&P also assigned its 'B+' issue
ratings with a recovery rating of '3' to the proposed EUR820
million senior secured fixed and floating rate notes.

The proposed refinancing will have no effect on Kiloutou's adjusted
debt and leverage.

Because the proposed refinancing is a like-for-like quantum (EUR820
million of fixed and floating rate notes to repay the EUR820
million Term Loan B), it is effectively adjusted debt neutral and
therefore the refinancing itself has no effect on Kiloutou's
forecasted credit metrics for 2019 and 2020. The transaction will
also include about EUR5 million for fees; following the
refinancing, Kiloutou will have about EUR5 million of cash on its
balance sheet. The EUR120 million super senior revolving credit
facility (RCF) will be undrawn on closing. Pro forma the
refinancing, we expect Kiloutou will have adjusted debt of about
EUR1.12 billion as of end-2019. S&P said, "Our adjusted debt
includes the proposed EUR820 million senior secured fixed and
floating rate notes, about EUR43 million of bilateral debt, and
EUR224 million of financial leases. We do not expect the company to
issue additional debt over our 12-month rating horizon, and we
expect it will fund rolling bolt-on acquisitions with cash flows.
Kiloutou continues to exhibit good operating performance, in line
with expectations, and we forecast revenue growth at end-2019 of
about 12%, adjusted EBITDA margins of 33%-35%, and adjusted debt to
EBITDA of 4.0x-4.5x. In 2020, we forecast about 5% topline growth,
with similar margins and leverage to 2019. Free operating cash flow
(FOCF) will be slightly negative in 2019, turning slightly positive
in 2020 as Kiloutou reduces capex. However, we note that Kiloutou
continuously invests in a high amount of expansion capex that it
could scale back rapidly if volumes were to soften. We forecast
funds from operations (FFO) cash interest to remain robust, at
about 7x for 2019 and 2020."

Rolling bolt-on acquisition spend will continue to drive growth.

S&P said, "We expect Kiloutou will continue to expand externally,
spending about EUR65 million on bolt-on acquisitions in 2019 and
about EUR50 million per year thereafter. We see limited integration
risks given the moderate size of acquired companies and the
company's solid track record of external expansion. Over the past
decade, Kiloutou has acquired more than 30 companies for roughly
EUR500 million. That said, we note that repeated
acquisitions--especially if they are sizable--may hamper the
company's ability to preserve its credit metrics." A protracted
period of mismatch, with higher earnings failing to offset higher
debt, could weigh negatively on our financial risk profile
assessment.

Although Kiloutou's footprint is increasing, it remains highly
concentrated on one market compared with direct peers.

Following Loxam's acquisition of Ramirent and Boels' recently
announced acquisition of Cramo, Kiloutou will be the third largest
player in the European industrial and construction equipment rental
market, behind Loxam at No. 1 and Boels-Cramo at No. 2. Although
Kiloutou is gradually diversifying and expanding its geographic
coverage--France represented 84% of revenue for 2019 year-to-date,
versus 91% of total revenue in 2017—S&P notes that direct peers
are much better geographically diversified. For example, Loxam
(BB-/Negative/--) generates about 40% of its revenue in France and
the rest across Europe, and it is more than twice the size of
Kiloutou by revenue and EBITDA.

S&P assesses Kiloutou's business risk profile as weak, albeit at
the stronger end of the category. This takes into consideration the
company's market position, geographic diversity, size, and scale
versus peers.

The ability to lower capex rapidly is key to riding any potential
macroeconomic downturn.

Over 2018 and 2019, Kiloutou significantly increased its investment
capital expenditure (capex) to about 30% of revenue. S&P said, "We
estimate capex will be about EUR210 million-EUR220 million for 2019
(about 27% of revenue) before gradually reducing to about EUR170
million-EUR180 million in 2020 (about 21% of revenue). This results
in slightly negative free operating cash flow (FOCF) for 2019
before turning slightly positive in 2020. We include in our
forecast some softening in the construction end-market from late
2019 and during 2020. We also anticipate that Kiloutou will reduce
its investment spending to weather market conditions. We note that
the company's maintenance capex was about EUR101 million in 2018
and we expect it will remain at about 14%-15% of total sales in
2019 and 2020. The company is continuing its strategy of using
maintenance and development capex to renew its equipment, as
demonstrated by an average fleet age in the France Generalist
segment of 4.6 years as of September 2019, compared to 5.4 years in
2017. We estimate development capex was about EUR125 million (about
18% of revenue) in 2018 and will be about EUR105 million (about 14%
of revenue) in 2019. We forecast that amount will reduce to about
7% of revenue in 2020. However, we note positively that
Kiloutou--like other equipment rental companies--has significant
flexibility in adjusting its investments to adapt to market
conditions rather swiftly."

S&P considers Kiloutou to be relatively immune to potential
disruption from a no-deal Brexit and the U.S.-China tariff war.

Rising geopolitical risks, such as a potential no-deal Brexit, are
affecting many capital goods companies. However, unlike some other
rated peers, Kiloutou has no footprint in the U.K., nor any cross
border flow of goods or services between the U.K. and the E.U. S&P
said, "We therefore view the impact of a no-deal Brexit as minimal.
Economic conditions have worsened in recent months because of the
ongoing trade war between the U.S. and China, resulting in a
downturn in global trade. However, we expect Kiloutou would be able
to manage risk during a recession, as it has done in the past."

S&P said, "The stable outlook reflects our expectation that
Kiloutou will continue to successfully integrate rolling bolt-on
acquisitions, increase revenue and EBITDA, and exhibit an adjusted
EBITDA margin of 33%-35%. We assume Kiloutou will moderate the pace
of future acquisitions in a way that avoids a meaningful imbalance
between rising debt and accretive earnings. We forecast FFO to debt
to stay at 18%-20%, with debt to EBITDA below 5.0x, in 2019-2020.

"We could lower the ratings if the company demonstrated weaker
results amid unfavorable market conditions, and if it burned
sizable cash without reducing capex in a timely manner. Credit
metrics such as FFO to debt of less than 12% and debt to EBITDA
exceeding 5x for a prolonged period, with no prospects of recovery,
would put downward pressure on the ratings. If the company
continued to make sizable acquisitions that led to significant debt
build up, with consistently weaker-than-expected debt to EBITDA, we
could lower the ratings.

"We could raise the ratings if Kiloutou achieved and sustained
stronger credit metrics, with FFO to debt sustainably above 20% and
debt to EBITDA sustainably below 4.0x. Kiloutou could achieve this
if it continues to diversify, reduces debt, and demonstrates
better-than-anticipated operating performance."


KOSC TELECOM: Has Six Months to Find Buyer for Business
-------------------------------------------------------
Telecompaper reports that the commercial court in Paris has given
Kosc Telecom six months to find a buyer.

According to Telecompaper, in a statement, the wholesale operator
said that it will continue to trade as normal while undergoing
insolvency proceedings.  It also revealed that so far, around ten
companies, including financial firms, have expressed an interest in
the business, Telecompaper relates.

At the end of October, the commercial court had given Kosc more
time to repay debt owed to Altice France, Telecompaper recounts.
Since then, the operator has been actively negotiating a way
forward with shareholders and potential buyers to avoid
liquidation, Telecompaper notes.

This latest lifeline comes after two of Kosc's main backers, OVH
and state-owned bank Caisse des Depots, agreed to give the business
a further EUR4 million to fund its operations over the next three
months, Telecompaper relays, citing Les Echos.

The administrator appointed by the court will now manage a new
tender process to find a buyer, Telecompaper says.


NOVARTEX SAS: Moody's Affirms Ca CFR; Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Novartex S.A.S.'s Ca corporate
family rating following the agreed balance sheet restructuring,
which will include a full debt to equity conversion of the
company's New Money bond, issued by its subsidiary Vivarte.

Concurrently, Moody's affirmed company's Ca-PD probability of
default rating and appended the rating with a "/LD" designation
acknowledging a limited default event. As part of the activation of
the company's Fiducie contract, as voted by New Money bondholders
on August 27, 2019, all debt payments have been suspended. This led
to a missed principal payment on Vivarte's New Money bond due in
October 2019. Moody's has also affirmed the C rating on Vivarte's
senior secured notes but expects to withdraw this instrument rating
once this debt has been full converted into equity no later than
December 20, 2019.

The outlook on both entities has been changed to stable from
negative.

"Today's action was prompted by the recent decision of Vivarte's
New Money bondholders to enforce the Fiducie contract, which will
lead to a full equitisation of the company's financial debt", said
Guillaume Leglise, Assistant Vice President and lead analyst for
Vivarte. "Post-restructuring, we expect Vivarte will regain
significant financial headroom to implement strategic initiatives
and invest in the turnaround of its business operations, a credit
positive", adds Mr. Leglise. Should the debt restructuring close as
expected, Moody's expects Novartex' financial profile to improve
substantially, such that its CFR could be upgraded by up to three
notches.

RATINGS RATIONALE

On November 19, 2019, Vivarte's New Money bondholders opted for the
implementation of the "Attribution Process" under the Fiducie
contract, which will translate into a full capitalisation of
Vivarte's New Money debt as opposed to a forced sale of all the
company's assets. The action reflects the enforcement of Vivarte's
Fiducie contract and the upcoming conversion of the debt, which
will be effective no later than December 20, 2019.

The affirmation of the company's Ca CFR and C senior secured rating
reflects the upcoming debt to equity conversion and the very low
recovery rate for creditors. The EUR476 million left under this
instrument will be fully converted into equity. Moody's expects to
withdraw this instrument rating once the conversion is completed.

Moody's has appended the PDR with an "/LD" designation indicating a
limited default. This follows a missed payment on the company's New
Money bond, under which a principal debt payment of EUR100 million
was due in October 2019. However, this payment was suspended since
the agreement by New Money bondholders to activate the Fiducie
contract on August 27, 2019. This missed principal payment is
considered as a default under Moody's definition.

Once the debt to equity conversion closes, Moody's expects to
revisit Novartex' ratings on the back of the company's new
strategic plan and absence of financial debt post-restructuring.
The upcoming debt restructuring will materially reduce the debt
burden and gives the company some financial flexibility to invest
into the turnaround of the business. Novartex plans to
substantially increase capital spending towards omnichannel and
logistic infrastructures, store refurbishments notably for La Halle
in France, and store-based international expansion of the Caroll
and Minelli banners.

Pro forma for the debt restructuring, Novartex is expected to have
an adequate liquidity, with around EUR178 million of cash available
as at end-August 2019. This large cash balance offsets the absence
of a committed revolving credit facility and the negative free cash
flow Moody's expects that the company will generate of the next 12
to 18 months. The company will benefit from the absence of
financial debt amortisation and cash interest. This will enable
Novartex to substantially reinvest into its operations.

However, Moody's believes that the ratings will remain constrained
by the uncertainty around the company's ability to successfully
turnaround its operations notably in the context of challenging
trading conditions in the French apparel market currently.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The company's current corporate governance is complex owing to a
fragmented shareholder structure following several debt
restructurings in the past. After the completion of the upcoming
debt equitisation, New Money bondholders will become shareholders.
However, because New Money bondholders are broadly the same
institutions as the current shareholders, Moody's does not expect a
material change in the corporate governance of the group, which
will remain fragmented and with potentially some diverging views on
the strategy between the various stakeholders.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Novartex is the holding company of Vivarte, a France-based footwear
and apparel retailer focusing on city centre boutiques and
out-of-town stores through its 3 remaining banners (La Halle,
Minelli and Caroll) and approximately 1.500 stores. In fiscal 2019
(year ended August 31, 2019), the company generated revenues of
EUR1.2 billion and statutory EBITDA of EUR40.4 million. The company
offers a range of apparel and footwear products, mostly women
ready-to-wear products (around 75% of revenues) and to a lesser
extend men and children apparel products (around 25% of revenues).

SEQENS GROUP: S&P Alters Outlook to Negative & Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Seqens Group Holding to
negative from stable and affirmed the 'B' long-term issuer credit
rating. S&P withdrew the 'B' issuer credit rating on Seqens SAS, as
it is not an active issuer of debt.

S&P said, "Severe operational issues resulted in significant
underperformance in 2019, with adjusted EBITDA for 2019 about EUR20
million-EUR25 million below our previous expectation. The
operational and quality issues at the acquired CDMO site in Limay
(PCAS) are more severe than expected, leading to an extended scope
and timeframe for implementing operational upgrades and a more
robust quality system. This in turn resulted in delay in production
ramp-up and release, as well as delayed revenue generation and an
EBITDA loss of about EUR9 million in the first 10 months of 2019.
In addition, there were three unexpected plant outages at SPS,
which have affected production volumes since June 2019, leading to
EBITDA loss of about EUR4 million. Moreover, continued operational
issues also led to about EUR8 million-EUR10 million
higher-than-expected one-off costs, which affected our adjusted
EBITDA. For 2019, we expect about 10% decline in Seqens' adjusted
EBITDA to EUR105 million-EUR110 million and a deterioration in
leverage to 7.5x-8.0x adjusted debt to EBITDA, much higher than our
previous expectation of deleveraging toward 6.5x. Despite high
leverage, EBITDA interest coverage will remain above 3.5x in 2019,
commensurate with the current rating.

"We expect a swift recovery in credit metrics, but leverage will
remain high in 2020. We expect adjusted EBITDA to increase by
roughly EUR20 million to EUR125 million-EUR130 million in 2020.
This will lead to a strengthening of EBITDA interest coverage to
above 4.0x and a swift deleveraging to 6.5x-7.0x, which, however,
is still relatively high, indicating limited headroom under the
current rating. The increased EBITDA stems primarily from PCAS and
SPS, thanks to the completion of upgrade work at PCAS that should
finish by mid-2020 and a gradual ramp-up of production till then,
continuous healthy demand for CDMO, higher production volumes at
SPS after being significantly impacted by outages in 2019, and
lower one-off costs related to operational issues. EBITDA generated
at other business units are expected to remain in total at least at
the same level as in 2019. Given Seqens' well diversified end
markets with low exposure to the Chinese market (less than 6% of
group revenue in 2018) and reduced reliance on automotive and
construction, we expect to see limited impact of macroeconomic
slowdown on Seqens performance.

"FOCF is likely to turn positive in 2020, supported by reduced
capital expenditure (capex). We expect to see reported FOCF of
about negative EUR5 million-EUR10 million, similar to last year.
Lower EBITDA and higher capex than last year is compensated by a
lower working capital requirement, thanks to management's focus on
continuous optimization. We note that Seqens has recently reduced
its expansion capex program for both 2019 and 2020 to compensate
for EBITDA underperformance in 2019. This, combined with expected
recovery in EBITDA, will lead to positive FOCF of above EUR10
million in 2020."

Liquidity has weakened with limited headroom under the financial
covenant. Significant underperformance in EBITDA and relatively
high capex has resulted in weakened liquidity in 2019 and
deterioration of the springing net leverage covenant headroom to
below 15%, which we expect to recover to adequate (greater than
15%) in 2020, thanks to higher EBITDA. S&P understands that Seqens
is considering taking different measures to protect liquidity,
including a new factoring program, etc., which it does not factor
in its liquidity analysis, however.

S&P said, "We expect the financial policy to support the current
rating. We note that the major private equity owner, Eurazeo, has
been supportive in maintaining sustainable leverage at Seqens, as
evidenced by a larger-than-expected equity contribution of around
EUR60 million in 2018 to finance the acquisition of PCI Synthesis.
In addition, we expect that Seqens will focus more on accelerating
the integration of acquired businesses and implementing organic
growth projects in the next two years, rather than making
additional acquisitions."

Business risk continues to be constrained by Seqens' small size and
concentration in Europe, supported by diversified end-markets and
increasing exposure to more profitable and resilient specialty
chemicals businesses. S&P's rating reflects Seqens' relatively
small size, with revenue of about EUR970 million and adjusted
EBITDA of about EUR115 million in the 12 months ended Sept. 30,
2019. Seqens' higher concentration in Europe (more than 70% of
group sales) than much larger and more diversified global
competitors is also a constraint. Seqens' more commodity-like
businesses, such as soda ash, phenol and acetone, are exposed to
the high volatility of raw material prices, especially benzene and
propylene.

The business risk profile is supported by Seqens' diversified
end-markets, a large share of which are less cyclical and fairly
resilient--particularly pharma, healthcare, cosmetics, and food.
Supported by a series of strategic acquisitions, Seqens has
continuously shifted toward the more resilient and profitable
pharmaceutical synthesis and specialty ingredients businesses,
which together now account for about 70% of the group's EBITDA
based on S&P's estimates. In addition, Seqens has gradually shifted
its production toward downstream products such as sodium
bicarbonate and sodium silicates, which have higher value added.
Seqens has leading positions in its niche markets in Europe. It is
the No. 1 producer of aspirin globally and No. 2 producer of
paracetamol in Europe.

S&P said, "The outlook is negative because we could lower the
rating if Seqens failed to generate positive FOCF or EBITDA
interest coverage declined to below 3x owing to further decline in
EBITDA in the next 12 months.

"We could lower the rating if Seqens failed to generate positive
FOCF or EBITDA interest coverage declined to below 3x in 2020. This
could occur if the operational upgrade at the PCAS plant takes more
time than planned so that the production ramp-up and release are
further delayed, if one-off costs remain high due to other
unexpected operational issues, or if the macroeconomic slowdown has
a more severe impact on Seqens' performance than we anticipate. In
addition, a weakening in liquidity and deterioration of covenant
headroom or a more aggressive financial policy regarding capex and
acquisitions could also put downward pressure on the rating.

"We could revise the outlook to stable if we observed a recovery in
Seqens' operating performance and a turnaround in FOCF generation
to positive. For a stable outlook, we expect liquidity to remain at
least adequate and headroom under the financial covenant to improve
to adequate. We also expect financial policy, especially regarding
acquisitions and capex discipline, to remain supportive of the
current rating."




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

MOLOGEN AG: Files for Insolvency in Berlin-Charlottenburg Court
---------------------------------------------------------------
The Management of MOLOGEN AG on Dec. 3 filed for insolvency with
the local court of Berlin-Charlottenburg (Amtsgericht
Charlottenburg).

MOLOGEN AG is a German biopharmaceutical Company and a pioneer in
the field of immunotherapy on account of its unique active agents
and technologies.




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

ELLAKTOR SA: Fitch Rates LT IDR BB(EXP), Outlook Stable
-------------------------------------------------------
Fitch Ratings assigned ELLAKTOR S.A. an Expected Long-Term Issuer
Default Rating of 'BB(EXP)' with a Stable Outlook. The agency has
also assigned Ellaktor Value PLC's forthcoming (up to) EUR600
million notes issuance an expected rating of 'BB(EXP)' with a
Stable Outlook.

The final rating will be contingent on the receipt of final
documentation conforming materially to information already received
and details regarding the amount and tenor.

RATING RATIONALE

The rating reflects the diversified infrastructure business risk
profile of the restricted group whose activities are concentrated
in Greece. The concession business benefits from the essential
infrastructure character of ELLAKTOR's major and mature toll road
concession Attiki Odos - a crucial ring-road around Athens.
However, the traffic volatility has been high and tariffs flat. The
ring road is highly cash-generative but has a short tenor.

The renewable energy projects receive fixed tariffs under Greek
regulation, and are operated through long-term maintenance
contracts with wind-turbine manufacturers. Historical performance
has been strong with high availability levels, and cumulative
production mostly in line with P50 levels, and only in one year did
it fall below 1YP90 levels. The cash flow stability from renewables
improves the overall profile of the restricted group's cash flows.

The ring-fencing provides some protection against the contagion
from the restructured Moreas motorway and ELLAKTOR's construction
business which has a history of volatile profitability, although it
is expected to be downsized in the future. As some residual
exposure to the construction activities remains, Fitch will monitor
the evolution of this exposure over time.

The corporate high yield debt structure provides some protection in
form of ring-fencing and covenants. The exposure to refinancing is
mitigated by the expected deleveraging path, as Fitch expects the
company to continue deleveraging significantly until 2023.

The Stable Outlooks reflect its expectations of a moderate traffic
recovery to continue at Attiki Odos and a successful execution of
the renewable capex programme by the end of 2020. Additionally, it
also reflects its expectations that the company will embark on a
deleveraging path towards its rating sensitivity trigger in 2023.

KEY RATING DRIVERS

Rating Approach

Fitch rates ELLAKTOR and the notes using its global infrastructure
and project finance master criteria. Fitch uses analytical elements
of the toll roads, bridges and tunnels sector criteria as well as
renewable energy project criteria. Fitch assesses the business risk
profile using the volume risk and price risk assessments for both
concessions and renewables including environmental business
segments and set an overall leverage guidance for the restricted
group considering both criteria (mainly toll roads) and peer
positioning. In addition to revenue risk (including volume risk and
price risk), Fitch has identified infrastructure development and
renewal and debt structure as key rating drivers.

Concessions Revenue Risk

Essential Infrastructure but High Volatility Traffic - Revenue Risk
- Volume: Midrange

The concession business generating over 70% of restricted group's
EBITDA is underpinned mainly by toll road concessions in Greece.
Most of the restricted group's cash flows are generated by Attiki
Odos - a crucial ring-road around Athens. Contributions from other
minority-owned concessions are insignificant at present.

Attiki Odos constitutes essential infrastructure and is a backbone
of the road network of the metropolitan area of Athens, the
economic and administrative centre of Greece. The catchment area is
well developed but historically has been underperforming. The ring
road is a mature concession but with a short tenor of five years.
Light vehicles and commuters represent the majority of traffic. The
peak-to-trough traffic decline of 36% puts the ring road among the
weakest of its rated toll roads in terms of traffic volatility.
However, the severe decline was exacerbated by the austerity
measures introduced following the Greek debt crisis. To date, the
traffic has not recovered to its peak. The road benefits from
limited competition as the inner-city roads can be heavily
congested with traffic. In addition, the ring road acts as the main
conduit between central Athens and Athens International Airport.

Limited History of Tariff Increases - Revenue Risk - Price: Weaker

Tariffs on Attiki Odos are subject to an inflation-linked cap but
with a limited history of tariff increases. The flat historical
toll rates reflect the challenging economic situation since the
introduction of the first austerity package in 2010 which led to a
substantial reduction in traffic.

Although the ring road is free to set its toll rates up to the cap,
there is some (contained) political interference. The improving
employment, rising disposable income and moderate fiscal loosening
could support any potential tariff increases.

Renewables Revenue Risk

Strong portfolio performance -Revenue Risk - Volume Risk: Midrange

The difference between the P50 and the 1yP90 forecasts is 14% in
operating projects. The historical performance of the portfolio has
been robust, performing slightly below 1Y P90 estimates in only one
year, and the portfolio effect will mitigate any underperformance
in wind farms. The overall assessment of volume risk for the
portfolio is Midrange given the difference between P50 and 1yP90.
The higher degree of production uncertainty in new projects is
partially off-set by the strong performance of the current
portfolio, as well by the potential portfolio effect.

Fixed tariffs funded by consumers - Revenue Risk - Price Risk:
Stronger

The renewable energy projects of the portfolio have two different
types of remuneration. The oldest projects are receiving fixed
Feed-in-Tariffs ("FiTs"), while the remainder is receiving
Feed-in-Premiums ("FiPs"). All except one project originates from
the pre-auctions period (before 2017) with tariffs of around
90EUR/MWh, fixed during the entire life of the Power Purchase
Agreements ("PPAs") signed with the market operator. The framework
relies on the pass-through to end-consumers, and therefore is
assessed as systemic risk. The portfolio mostly comprises wind
farms, with only one PV (2MWs) and one hydro (5MW) project in the
portfolio. Only projects in the islands (9MWs) are exposed to
curtailment due to grid instability.

In the past, the electricity system in Greece was subject to
retroactive measures to reduce tariffs, with the aim of eliminating
the renewables system deficit. The measures achieved their
objective, and the deficit used to pay renewables in Greece has
disappeared. While wind farms were affected by such measures, the
effect was smaller than for other technologies. Projects suffered
tariff reduction, but received extended PPAs in some cases.

Well-Maintained with Renewable Capacity Expansion - Infrastructure
Development and Renewal: Stronger

Attiki Odos is a modern motorway with high safety standards and
with sufficient capacity to accommodate the forecast traffic. The
maintenance and capex planning are well defined. The two priorities
of the investment policy are concessions and renewables. Both are
capital-intensive and have high initial capital requirements. The
majority of the capex relates to the building-out of the wind farm
portfolio with a peak of capex cycle in 2019-20, with construction
well advanced for many wind farms and completion expected by the
end of 2020. Capex is funded mainly through debt. Funding for capex
is already secured.

Corporate high yield structure - Debt Structure - Midrange

The rated senior unsecured notes are issued within a high yield
corporate structure with protection to the noteholders in form of
ring-fencing and covenants. Such covenants limit the restricted
group's ability to incur further debt, pay dividends or make
intercompany payments, all subject to certain baskets. However, the
covenant package is looser than in traditional project finance
structures. The financial documentation allows the provision of
performance guarantees in favour of the ELLAKTOR's construction
business but only for projects which the restricted group will
directly benefit from.

The notes effectively rank parri-passu with other ELLAKTOR's debt
(renewable debt) and all the debt of the guarantors in right of
payment. However, the notes are subordinated in terms of the
security provided to the benefit of the debt used for developing
renewable projects. The notes are also structurally subordinated to
the debt of the non-guarantor subsidiaries, typically with
non-recourse project finance debt.

The notes are bullet and exposed to refinancing risk. The
proportion of bullet debt on restricted group's total debt is 63%
as the restricted group's other debt is fully amortising. The debt
is partially exposed to interest rate risk as only the notes are
fixed rate with the other debt being almost completely floating.

PEER GROUP

French concessions and construction company Vinci S.A.
(A-/Positive) and the Italian toll road operator SIAS S.p.A.
(BBB+/Negative) are the closest peers.

Vinci's key activities mainly include toll road and airport
concessions and construction. The toll roads and airports generate
the majority of the group's EBITDA. The company's toll road network
is considerably larger than ELLAKTOR. In addition, Vinci's
consolidated leverage is lower, with a 2019-2021 average of 3.0x,
although this offsets the greater volatility of the contracting
business.

SIAS is the second-largest Italian toll road operator in wealthy
north-west Italy. The Company's average concession tenor is seven
years, similar to ELLAKTOR's mature concession Attiki Odos.
Fitch-adjusted leverage is expected to peak at 3.8x in 2022. Under
a proposed transaction, SIAS will be merged with its parent ASTM.
The new group will be firmly anchored in toll roads but will have a
modest exposure to Engineering & Construction business.

RATING SENSITIVITIES

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

An upgrade is unlikely in the immediate future unless Attiki Odos
concession is extended or renewed.

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

Fitch-adjusted net debt/EBITDAR for the restricted group exceeding
3.0x in 2023

A failure to manage refinancing in a timely manner.

Loosening of a prudent financial policy.

Negative rating action on sovereign could impact the rating.

TRANSACTION SUMMARY

ELLAKTOR S.A. is an infrastructure and construction group with a
strong position in Greece. The transaction's restricted group will
consist of concessions (excluding the Moreas Motorway), renewables,
and environment business segments. It will exclude the construction
and the real estate.

Ellaktor Value PLC is the issuer and a wholly-owned subsidiary of
ELLAKTOR, which will, together with other guarantors, guarantee the
notes.

FINANCIAL ANALYSIS

Under Fitch's base and rating cases, Fitch expects projected
five-year average Fitch-adjusted net debt/EBITDAR for restricted
group to reach 2.9x and 3.6x, respectively. Leverage peaks in
2019-2020 with 4.3x in 2019 and 4.0x in 2020 under the rating case
as the company reaches the peak of its renewable investment
programme. Thereafter, Fitch expects the company to embark on a
deleveraging path, in line with the shortening of the remaining
life of its main toll road concession and renewable portfolio,
towards leverage of 3.0x by 2023.

Fitch Cases

Fitch's key assumptions within its rating case are:

Concessions

The recovery in traffic on Attiki Odos to continue moderately in
line with Fitch's GDP growth forecast with a multiplier of 1.5x
under Fitch base case and 1.0x under the Fitch rating case;

The effective toll rate reaching EUR2.45 under the Fitch base case
and EUR2.40 under the Fitch rating case up to 2023;

EBITDA margins post-2019 of 68%, other businesses (e.g. Attikes
Diadromes) flat contribution;

Renewables

Fitch uses P50 for its base case and 1YP90 for its rating case, and
in both cases a 2% haircut on production to reflect the uncertainty
in production forecasts.

A 5% stress on OPEX has been applied in the Fitch rating case,
while costs are in line with sponsor's case for Fitch base case.

Other Assumptions

Between 2019 and 2023, around EUR390 million capex is assumed to be
spent under Fitch base case and around EUR430 million under the
Fitch rating case, reflecting completion of renewable portfolio and
investment in Alimos Marina;

Dividends assumed at 50% of net income after 2022;

Readily available cash excludes cash proportionally belonging to
minority shareholders in Attiki Odos.

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.

MYTILINEOS FINANCIAL: Fitch Rates EUR500MM Notes Final 'BB'
-----------------------------------------------------------
Fitch Ratings assigned Mytilineos Financial Partners S.A.'s EUR500
million notes due 2024 a final senior unsecured 'BB' rating.
Mytilineos Financial Partners is a wholly owned subsidiary of
Mytilineos S.A. (BB/Stable), which guarantees the bond on senior
unsecured basis.

MYTIL's rating is underpinned by its diversified business profile,
synergistic business model, vertically integrated and low unit-cost
metallurgy operations as well as strong and growing market position
in the domestic electricity market that provides a cushion against
cash flow volatility. The main rating constraints are the group's
relatively small scale, exposure to cyclical end-markets,
increasing leverage and forecasted negative free cash flow in
2020-2021, driven by higher capex and working capital needs.

Fitch initially assigned expected ratings to two separate tranches
of senior unsecured notes due 2024 and due 2026. The agency is
withdrawing the expected rating of the tranche due 2026 as the
company has not proceeded with the notes issue within the
previously envisaged structure.

KEY RATING DRIVERS

Diversified Business Profile: Fitch believes that the group's
operations across three sectors with distinctive characteristics,
including alumina and aluminium production, power generation and
supply as well as engineering, procurement and construction (EPC),
offer diversification and strengthen the overall business profile.
This has enabled the group to generate funds from operations (FFO)
margins of over 12% over the last three years. Fitch expects
margins to slightly decline, albeit remaining in double digits,
over the next three years due primarily to weakening macroeconomic
conditions.

Synergistic Business Model: Synergies created within the group's
diversified business units provide certain cost competitive
advantages and are viewed as credit positive. MYTIL's EPC arm acts
as the contractor for intercompany organic growth projects for the
metallurgy and power generation business segments at below market
costs. MYTIL's large natural gas needs to support its electricity
generation operations allow it to import gas at below Greek market
rates, which also benefits its metallurgy segment as natural gas
feeds the combined heat and power (CHP) plant that generates steam
for alumina production.

Higher Leverage: Although Fitch expects a slight improvement in
FFO-adjusted net leverage to 2.2x in 2019 (2018: 2.4x), due
primarily to the robust performance of the power & gas segment,
Fitch forecasts it will be above 3x on average in 2020-2021. This
will be the result of higher debt-funded capex along with weaker
metallurgy results. MYTIL will spend around EUR300 million over the
next two years to build a new combined cycle gas turbines (CCGT)
power plant that it is scheduled to enter the grid at the beginning
of 2022. Fitch expects FFO-adjusted net leverage to normalise
towards 2.5x in 2022 as cash flows from this growth project
materialise.

The increase in adjusted debt leaves the group with significantly
less headroom to proceed with new organic investments or bolt-on
acquisitions. The group is currently considering whether to invest
in an additional alumina refinery plant that would double its
existing capacity. A final investment decision is expected to be
made in 1Q20. Potential capex for this plant would be around EUR400
million and should be completed by 2024.

Negative FCF: FCF generation has historically been volatile, due
mainly to higher capex and working capital uses. The group is
partly exposed to the utilities business, which is typically
capital-intensive and the key driver of its negative FCF. Positive
FCF generation over 2017-2018 was primarily supported by strong
metallurgy performance. Fitch expects FCF to remain positive in
2019 but for it to turn negative in 2020-2021, due to high
expansionary capex and expected deterioration of the group's EBITDA
margins.

Exposure to Cyclical End-Markets: Due to large exposure to the
metallurgy and construction industries, which accounted for about
70%-80% of total EBITDA over the last three years, MYTIL's cash
flows are highly correlated with the general macroeconomic
environment and industrial activity. Downturns in these sectors
directly reduce demand for aluminium products and EPC projects.
Fitch expects currently unfavourable macroeconomic factors to
weaken metallurgy as well as EPC margins and cash flows. However,
Fitch expects the presence of the more stable utilities business to
act as a cushion.

Aluminium Prices under Pressure: Sluggish aluminium demand amid
worsening global economic slowdown, deceleration in the automotive,
construction and manufacturing sectors, escalating trade tensions,
lack of supply discipline in the world excluding China producers,
and a stronger US dollar will continue to weigh on aluminium
prices. Fitch revised its aluminium price deck down and now expects
2019 and 2020 LME prices to average 1,780/tonne and 1,750/tonne,
respectively, compared with 2,110/tonne in 2018. Fitch sees risk of
an intensification of a trade war or a prolonged recession, which
Fitch currently does not incorporate in its forecast but would
further pressure market conditions.

Small-Scale and Vertically Integrated: MYTIL is a small-scale,
single-plant aluminium producer, which operates throughout the
value chain with bauxite mining, alumina refining and aluminium
smelting production. This provides some insulation against input
cost inflation. Its self-sufficiency in bauxite stood at 31% of its
total alumina refining needs at end-2018. However, its bauxite
reserve life was at 13 years at end-2018, which is low in
comparison with other EMEA peers and could reduce integration into
this raw material if additional reserves are not mined. Its own
alumina production covers more than 100% of its aluminium smelter
needs.

Low Unit-Cost Aluminium Business: CRU estimates that MYTIL's
alumina refinery and aluminium smelter are positioned in the first
quartile of the global cost curve. Fitch expects MYTIL's site to
remain cost- competitive, driven by self-sufficiency in alumina,
operating efficiencies created from the adjacent CHP plant,
in-house anode production, along with partial self-sufficiency in
bauxite. Fitch expects the new 2019-2021 cost optimization
programme to stabilise the cost base without offering any material
savings. Since 2012, management has cut costs by around EUR230
million through three consecutive cost optimisation schemes. The
renewal of the electricity agreement that supplies electricity for
aluminium production beyond 2020 with similar tariffs is key to
maintaining its cost-competitiveness

Growing Power Business Enhances Stability: Fitch deems MYTIL's
growing electricity business, which is characterised by low
cyclicality, as credit positive. It is expanding with the
construction of a new CCGT power plant and stronger penetration in
the electricity retail market. The high-efficient gas-fired
generation fleet and ability to source natural gas at attractive
terms position MYTIL's plants at the front of the merit order.
Fitch expects MYTIL's generation fleet to benefit from higher
utilisation rates as the share of lignite plants falls in the Greek
power market, providing some insulation against the inherent
volatility of the metallurgy and EPC segments.

Strong Electricity Market Position: MYTIL is the largest domestic
independent power producer (IPP) and supplier and Fitch believes
that it is well-positioned to capitalise on evolving Greek energy
policies or a potential market consolidation. In 2018, the group
generated 5.1TWh of electricity or 10% of Greece's total
electricity generation, of which 94% was from gas-fired plants and
6% from renewable energy sources (mainly wind), all with a low
carbon exposure. Beyond generation, the group is also present in
electricity supply with a share of more than 5% in a market that it
is dominated by the state-owned Public Power Corporation (PPC).

Favourable Gas Procurement Costs: MYTIL's ability to source
international gas at a discount to wholesale Greek prices drives
the group's competitiveness in the metallurgy and power generation
businesses. This is largely due to its status as the largest Greek
gas importer and consumer with a domestic market share of more than
30%. Fitch believes that natural gas prices in Europe are likely to
remain depressed in the next one to two years until the market
gradually re-balances, supporting MYTIL's power generation margins.
Future infrastructure (TAP pipeline, Revithousa LNG terminal
expansion, FSRU Alexandroupolis) could transform Greece into a
regional natural gas hub, allowing MYTIL to take advantage of more
competitive natural gas terms.

M&A Opportunities: Fitch understands from management that MYTIL
will continue to pursue small bolt-on acquisition opportunities,
primarily in the domestic electricity and natural gas markets,
without stretching its balance sheet. These opportunities are a
result of the Greek government's prioritisation of privatisations.
Recent acquisitions of EPALME, M&M Gas and METKA EGN all present a
strong business rationale. MYTIL aims to maintain net
debt-to-EBITDA below 3x, with temporary deviations to accommodate
possible acquisitions or heavy capex. However, material spending on
acquisitions and related higher capex may negatively affect the
group's leverage and lead to negative rating action.

DERIVATION SUMMARY

Given the diversified nature of MYTIL's operations, Fitch compared
the group's separate business units with the most relevant
companies that operate in the metallurgy, utilities and E&C
industries.

Metallurgy: The group's metallurgy business, which is the core
EBITDA driver, benefits from a competitive cost base positioned in
the first quartile of the global aluminium cost curve, partial
self-sufficiency in bauxite, in-house anode production and a
captive power plant that produces steam for the alumina production.
However, its small scale in comparison with United Company RUSAL
Plc (BB-/Stable) and Alcoa Corporation (BB+/Stable), singleasset
base and low exposure to value-added-products constrain the group's
business profile assessment.

EPC: MYTIL possesses a fairly strong position in the niche segment
of energy projects construction with a long track-record and
historically strong backlog that provides revenue visibility over
the medium term. However, the business profile assessment remains
constrained by its small scale in comparison with Grupo Aldesa S.A.
(B-/Stable), Salini Impregilo S.p.a. (BB/Negative), Ferrovial S.A.
(BBB/Stable), a rather concentrated project portfolio and customer
base, high exposure to developing markets with a higher-risk
profile and expected deterioration of EBITDA margins.

Power & Gas: MYTIL is the largest IPP in Greece and second-largest
power producer after the state-owned PPC. It operates high-quality
assets that are strongly positioned at the front end of the merit
order. Uncertainty regarding the regulatory framework and expected
material capex in 2020-2021 are key constraining factors. The group
is well-positioned in comparison with other EMEA utilities
operating in markets with a challenging regulation environment,
including EN+ Russia (BB-/Stable), Energo-Pro a.s. (BB/Negative),
Bulgarian Energy Holding EAD (BB/Stable), Enel Russia PJSC
(BB+/RWN).

KEY ASSUMPTIONS

  - Fitch aluminium LME prices at USD1,700/tonne in 2019,
USD1,750/tonne in 2020, USD1,800/tonne in 2021 and USD1,900/tonne
in 2022

  - USD/EUR exchange rate of 0.9 over the next four years

  - Aluminium production gradually increases to 250kt in 2022

  - Revenue growth in 2019 supported by EPC and power & gas
segments. Single-digit growth in 2020-2022 averaging at about 7.5%

  - Lower EBITDA margins at 13% on average during 2019-2022, due
mainly to weaker profitability of the metallurgy and EPC segments

  - Ongoing working capital needs throughout its projection
horizon

  - Increasing capex, in line with management's guidance, primarily
reflecting the new power plant construction

  - Stable dividends of EUR46 million per year, in line with 2018,
over the next four years

RATING SENSITIVITIES

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

  - FFO-adjusted net leverage below 2x on a sustained basis

  - Further increase in scale with higher contribution from the
less volatile power & gas segment

  - Sustainably positive FCF

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

  - FFO-adjusted net leverage sustained above 3.0x

  - EBITDA margins below 10% on a sustained basis

  - Sustainably negative FCF

  - Material debt-funded M&A

  - Evidence of contract or customer losses or weakening EPC
projects implementation leading to declining order backlog and
weakening EPC EBITDA margins to below 6%

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At September 30, 2019, MYTIL had EUR650
million of balance-sheet debt (including factoring of EUR39
million). It has minor scheduled maturities until June 2022 when
its EUR300 million bond matures. At September 30, 2019, MYTIL had
approximately EUR469 million of liquidity, including Fitch-defined
readily available cash of about EUR149 million and unused revolving
credit facilities of EUR320 million with maturities over one year.

Expected negative FCF after dividends in 2020-2021 would erode the
group's liquidity. However, Fitch believes that MYTIL will not face
any material refinancing issues over the medium term given its
proven access to capital markets and long-term relationship with
key creditors. The issued bond should further improve MYTIL's
liquidity. Fitch expects proceeds to be used towards capex funding
and refinancing of debt maturities.

Exposure to Greek Financial System: Most of MYTIL's bank debt comes
from Greek financial institutions and about 60% of its readily
available cash at end-June 2019 was located within various Greek
banks, which have ratings from Fitch of 'CCC+' and below. The Greek
banking sector faces significant asset quality issues with an
extremely high level of non-performing loans. Although the Greek
economy is recovering, it remains weak and a recession and/or
capital controls could complicate MYTIL's ability to receive debt
financing.

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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ANCHORAGE CAPITAL 3: Moody's Rates EUR10MM Class F Notes B3
-----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Anchorage Capital
Europe CLO 3 DAC:

EUR248,000,000 Class A Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aaa (sf)

EUR16,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR22,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR26,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR26,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Baa3 (sf)

EUR24,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Ba3 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

Anchorage Capital Europe CLO 3 is a managed cash flow CLO. At least
90% of the portfolio must consist of secured senior loans or senior
secured bonds and up to 10% of the portfolio may consist of
unsecured senior obligations, second-lien loans, high yield bonds
and mezzanine obligations. The portfolio is expected to be
approximately 60% ramped up as of the closing date and to be
comprised predominantly of corporate loans to obligors domiciled in
Western Europe. The remainder of the portfolio will be acquired
during the ramp-up period in compliance with the portfolio
guidelines.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 39.28M of Subordinated Notes which will not
be rated.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR 400,000,000

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2906

Weighted Average Spread (WAS): 3.5%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

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

BLACKROCK EUROPEAN IX: Fitch Assigns B-sf Rating on Class F Debt
----------------------------------------------------------------
Fitch Ratings assigned ratings on BlackRock European CLO IX
Designated Activity Company.

BlackRock European CLO IX Designated Activity Company

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

Class B;      LT AAsf New Rating;   previously AA(EXP)sf

Class C;      LT Asf New Rating;    previously A(EXP)sf

Class D;      LT BBB-sf New Rating; previously BBB-(EXP)sf

Class E;      LT BB-sf New Rating;  previously BB-(EXP)sf

Class F;      LT B-sf New Rating;   previously B-(EXP)sf

Subordinated; LT NRsf New Rating;   previously NR(EXP)sf

TRANSACTION SUMMARY

BlackRock European CLO IX Designated Activity Company is a
securitisation of mainly senior secured loans (at least 90%) with a
component of senior unsecured, mezzanine and second-lien loans. A
total note issuance of EUR407 million is being used to fund a
portfolio with a target par of EUR400 million. The portfolio is
managed by BlackRock Investment Management (UK) Limited. The CLO
envisages a 4.5-year reinvestment period and an 8.5-year weighted
average life.

KEY RATING DRIVERS

'B+/B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B+'/'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 31.54.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 66.51.

Limited Interest Rate Exposure

Up to 12.5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 0% of the target par. The
transaction features a EUR60 million interest-rate cap with a
maturity of six years and a strike price at 2%. Fitch modelled both
0% and 12.5% fixed-rate buckets and found that the rated notes can
withstand the interest-rate mismatch associated with each
scenario.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the ratings is 23% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the
three-largest Fitch-defined industries in the portfolio is
covenanted at 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions'. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Analysis

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

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated notes.
A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the rated notes.

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

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

OCP EURO 2017-1: S&P Assigns Prelim B- Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned credit ratings to the class X to F
European cash flow CLO notes issued by OCP Euro CLO 2017-1 DAC. At
closing the issuer will issue unrated subordinated notes.

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

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

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

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

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

-- The transaction's counterparty risks, which S&P expects to be
in line with its 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 permanently switch to semiannual payments. The
portfolio's reinvestment period will end approximately
four-and-a-half years after closing.

S&P said, "We understand that at closing, the portfolio will be
granular in nature, and well-diversified across obligors,
industries, and asset characteristics when compared to other CLO
transactions we have rated recently. Therefore, we have conducted
our credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs. As such, we have not applied any
additional scenario and sensitivity analysis when assigning
preliminary ratings to any classes of notes in this transaction.

"In our cash flow analysis, we used the EUR350 million target par
amount, the covenanted weighted-average spread (3.40%), the
reference weighted-average coupon (4.00%), 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. Our
credit and cash flow analysis indicates that the available credit
enhancement for the class B to D and class F 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 preliminary ratings
assigned to the notes

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

Until the end of the reinvestment period on July 15, 2024, the
collateral manager is allowed to substitute assets in the portfolio
for so long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager can, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

S&P said, "At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and will be managed by Onex Credit
Partners LLC.

  Ratings List
  Class      Prelim. Rating   Prelim. Amount   Subordination (%)
                              (mil. EUR)  
  X          AAA (sf)         1.50             N/A
  A          AAA (sf)         218.70           37.51
  B          AA (sf)          34.70            27.60
  C          A (sf)           20.50            21.74
  D          BBB (sf)         22.60            15.29
  E          BB (sf)          19.20            9.80
  F*         B- (sf)          8.00             7.51
  Sub notes  NR               38.25             N/A

*The class F notes include a redemption feature where an amount
equal to 20.0% of any remaining interest proceeds will be used to
redeem the class F notes on a pro rata basis. Such payments are
made under the interest waterfall, after payments of any unpaid
trustee fees, administrative expenses, and defaulted currency hedge
termination payments but prior to payments to the subordinated
notes.

NR--Not rated.

N/A--Not applicable.




=========
I T A L Y
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CREDITO VALTELLINESE: Moody's Rates EUR300MM Debt Issuance B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 long-term senior unsecured
debt rating to Credito Valtellinese S.p.A.'s three-year
EUR300,000,000 senior preferred unsecured debt issuance under its
EMTN programme senior unsecured instruments rated (P)B2. The
outlook on the B2 assigned senior unsecured debt rating is stable.

RATINGS RATIONALE

The B2 rating on Creval's senior unsecured debt issuance is driven
by the bank's (1) b1 stand-alone Baseline Credit Assessment (BCA)
and Adjusted BCA; (2) high loss-given-failure, resulting in a one
notch negative adjustment from the Adjusted BCA; and (3) a low
probability of government support, resulting in no uplift.

Creval's standalone BCA of b1 reflects Moody's view on (1) the
bank's low profitability; (2) high although significantly improving
asset risk; (3) strengthened capital and (4) satisfactory and
improving liquidity.

OUTLOOKS

The outlook on the senior unsecured debt rating is stable as it is
positioned one notch below the bank's Adjusted BCA, reflecting
Moody's view that the issuance already has a high
loss-given-failure, and a further reduction in the stock of
bail-in-able debt would not result in a downgrade.

The negative outlook on long-term deposit ratings is driven by the
reduction in senior debt outstanding in 2019 and early 2020, which
might not be offset by new bond issuances given market conditions.
Under this adverse scenario deposits would be subject to higher
loss given failure.

WHAT COULD CHANGE THE RATINGS UP

Creval's senior unsecured debt rating could be upgraded following
an upgrade of the bank's BCA and/or the loss-given-failure on the
senior unsecured debt instruments were to reduce.

WHAT COULD CHANGE THE RATING DOWN

Creval's senior unsecured debt rating could be downgraded following
a downgrade of the bank's BCA. Creval's BCA could be downgraded if
the bank failed to return to good profitability or if planned
growth in small and medium sized enterprise lending were to prompt
higher credit costs.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in November 2019.

NAPLES CITY: Fitch Maintains BB+ LT IDRs on Rating Watch Negative
-----------------------------------------------------------------
Fitch Ratings maintained the City of Naples' 'BB+' Long-Term
Foreign- and Local-Currency Issuer Default Ratings on Rating Watch
Negative.

The maintained RWN reflects heightened risks of a downgrade to 'BB'
amid consolidating expectations that Naples' operating performance
will not strengthen to cover annual debt service requirements by 1x
among little improvement on tax and fee collection rates. The
subsequently weak cash flow generation will prolong Naples'
negative working capital (avanzo libero di amministrazione), which
Fitch expects to remain around EUR1 billion over the medium term
pressurising liquidity and debt levels.

Fitch could remove the RWN and affirm the ratings if Naples' debt
payback ratio stably reduces to around nine years by a one-off
transfer of part of its debt to the central government (Italy,
BBB/Negative), as envisaged in the drafted 2020 budget bill.

KEY RATING DRIVERS

Risk Profile: Low-Midrange

Fitch assesses Naples' risk profile, or debt tolerance, as
Low-Midrange reflecting the moderate-to-high risk that cash flow
shrinks or that debt rises above expectations, as reflected in the
single key risk factors assessment of three Weaker, two Midrange
and one Stronger.

Revenue Robustness: Midrange

Fitch's rating scenario of flat revenue at EUR1.1 billion considers
the low cyclicality of municipalities' tax bases and is netted for
a 25% share of difficult-to-collect taxes and fees (roughly EUR250
million). Naples relies on the national equalisation fund for 33%
of its operating revenue, which underpins its revenue stability.
However, it also leaves the city exposed to transfer curtailments
should the central government require some compensation for the
assumption of Naples' and other local governments' debt.

Revenue Adjustability: Weaker

Under Fitch's rating scenario of stagnant economy in 2020-2021,
Naples' inability to improve collection rates from a 75% average of
operating revenue drives the Weak assessment of this factor, as the
city would not be able to cover the maximum operating revenue
decline of over EUR100 million seen in 2015 vs 2014 on a
cash-adjusted basis.

Fitch believes that Naples' revenue flexibility is limited to
increasing the recurrent revenue flow by leveraging the city's
shadow economy, despite the 23% unemployment rate and GDP per
capita of EUR19,000, below the EU average of EUR30,000.

Expenditure Sustainability: Midrange

Naples' operating expenditure moved in tandem with operating
revenue over 2010-2018 amid a 35% decrease in staff costs as
headcount fell to 7,500 from over 10,000. Mandatory
responsibilities for civil registry, urban maintenance and
childcare are quite predictable, and the city postpones payments on
less urgent matters. The city annually recognises about EUR40
million off-balance liabilities, which are incorporated in Fitch's
expectation of an operating balance averaging EUR90 million in
2019-2023.

Expenditure Adjustability: Weaker

Fitch does not expect further curtailments of public spending,
given the city's low level of existing services following repeated
spending cuts to cope with decades of financial distress. EUR180
million debt service coverage with recurrent resources below 1x
indicates substantial non-compliance with prudential budget rules
set at the national level. State and EU designated funds sustain
Naples' investments for transports and urban renovation, further
reducing margins for discretion.

Liabilities and Liquidity Robustness: Stronger

National prudential regulation includes borrowing for capex, debt
amortising structures, no foreign currency debt exposure and
interest expenses capped at 10% of operating revenue. Cassa
Depositi e Prestiti (BBB/Negative) and the national government
account for 75% of Naples' long-term debt and almost the entire
stock of Naples' loans carries fixed interest rates, reflecting a
low risk appetite and a low risk of debt servicing increasing
sharply.

Liabilities and Liquidity Flexibility: Weaker

Fitch estimates that Naples' cash is wholly earmarked for payables
settlement, while past unpaid liabilities continue to put pressure
on the city's liquidity. In case of liquidity stress, the city's
treasurer, Banco di Napoli (part of Intesa San Paolo group
(BBB/Negative)), can extend up to EUR280 million cash advances per
year by Fitch's calculation, covering debt service by more than
1x.

Debt Sustainability Assessment: 'b'

Under Fitch's rating case for 2019-2023, Naples' debt will rise to
EUR2.7 billion from EUR2.5 billion in 2019 and debt sustainability
will fall to the 'b' category (from bb) due to a debt payback ratio
above 25 years. Fitch expects debt to remain above 200% of adjusted
operating revenue with weak debt service coverage.

DERIVATION SUMMARY

Naples' low midrange risk profile combined with 'b' debt
sustainability leads to a Standalone Credit Profile (SCP) in the
'b' category. Debt service coverage below 1x and a debt burden
above 200% lead to a notch-specific SCP at 'b-'.

Supported Ratings

Naples has received EUR1.3 billion subsidised loans to pay down its
commercial liabilities, which Fitch views as junior with respect to
market financial debt in case of stressed finances, as Fitch
assumes the national government could subordinate its repayment
with respect to market debt. The city extensively uses the
preferential payments system, which allows prioritising of debt
service, together with staff costs and some defined essential
services, over expenses towards commercial suppliers.

Fitch calculates Naples' prioritised operating expenditure at 85%
of total spending and estimates the city's adjusted/enhanced
operating balance on average at EUR250 million during 2019-2023,
with market financial debt of EUR1.7 billion. The combined relief
from intergovernmental lending and prioritised expenditure lead to
a payback of six years, enhancing Naples' IDR by seven notches (to
BBB) above its SCP.

Asymmetric Risk: Management and Governance

Naples' long-standing deficit highlights weak governance and lax
interpretation of accounting rules. Continued reliance on the
preferential payments carries a risk of default if the mechanism is
reversed by law, or if its incorrect application (all
non-prioritised spending need to be paid according to the date of
the invoice received) leads to a court ruling invalidating the
segregation of liquidity for the benefit of bond and loan holders.

When the EUR1 billion net outstanding payables are added to the
market financial debt, Naples' recalculated payback weakens towards
11 years (debt sustainability at 'a') by 2023 from nine years in
2018, resulting in the debt-to-revenue ratio rising back to 230%.
This, combined with a Low-Midrange risk profile, removes three
rating notches and would lead to an IDR of 'BB'.

KEY ASSUMPTIONS

Fitch's rating case scenario is a "through-the-cycle" scenario,
which incorporates a combination of revenue, cost and financial
risk stresses. It is based on the 2014-2018 figures and 2019-2023
projected ratios. The key assumptions for the scenario include:

  - Stagnant revenue growing below GDP growth amid 25%
uncollectible operating revenue

  - Operating expenditure growth on average at 0.5%, below
inflation rate

  -The negative capital balance to be funded with reserves and new
debt subscription

  - Stable net outstanding payables around EUR1.1 billion

  - Preferential payments will continue to support timely debt
service

RATING SENSITIVITIES

Fitch will downgrade the IDR to 'BB' if it expects the debt payback
ratio after state support and asymmetric risks, reaches 11 years.
The ratings could also be downgraded if debt and equivalents rise
above 2.5x operating revenue or if the preferential payment
mechanism protecting financial lenders is removed or undermined by
regulatory changes.

Conversely Fitch could affirm the ratings with a Stable Outlook if
a material reduction of the debt burden drives the payback ratio
after support and asymmetric risk to around nine years on a
sustained basis, which would be possible if a provision of the
national budget law for 2020 removes part of Naples' debt from its
balance sheet.

SUMMARY OF FINANCIAL ADJUSTMENTS

Adjustments on 2018 financial statements:

  - EUR328.3 million for FSC (municipalities' equalisation fund)
reclassified from tax revenue to current transfers

  - Tax revenue is net of EUR94.1 million to offset
difficult-to-collect revenue (Fitch's estimate)

  - EUR3.1 million of urbanisation fees reclassified from capital
revenue to other operating revenue

  - Fees, fines and other operating revenue are net of EUR148
million to offset difficult-to-collect revenue (Fitch's estimate)

  - Fitch's calculation of net outstanding payables is made up of
cash at year-end, plus receivables (net of the provision for
difficult-to-collect revenue and receivables on debt) minus
payables (including deferrals and earmarked funds) and Fitch's
estimate of EUR133 million off-balance liabilities

ESG CONSIDERATIONS

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

Naples has an ESG Relevance Score of '4' for 'Creditor Rights' due
to the presence of large, long-standing payables that expose the
city to outstanding or pending litigation. Net outstanding payables
are considered as asymmetric risk (weak management and governance)
impacting the city's IDR.

SISAL PAY: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
B2-PD probability of default rating to Sisal Pay S.p.A., a company,
which will be formed through the combination of the payments
business of Sisal Group S.p.A. (B1 stable) and the payments
business of Banca 5 S.p.A., a subsidiary of Intesa Sanpaolo S.p.A.
(Baa1 stable).

Concurrently, Moody's has also assigned a B2 rating to the new
EUR530 million senior secured floating rate notes due 2026 and to
be issued by Sisal Pay S.p.A.

The outlook assigned is stable.

Net proceeds from the new notes, together with common equity and
shareholder loans, which meet Moody's criteria for equity credit,
will be used to fund the creation of the business. Sisal Group and
Banca 5's ownership will be 70% and 30% respectively. Closing of
the transaction is expected by end of 2019, subject to customary
antitrust approval.

RATINGS RATIONALE

The B2 CFR reflects the (1) high Moody's-adjusted debt/EBITDA of
6.6x at closing of the transaction decreasing to 5.8x-6.0x over the
next 12 months, (2) lack of geographic diversification outside of
Italy, (3) medium-term risks related to consumers moving away from
the proximity channel, though any impact is likely to be gradual
and partly offset by market share gains from other market
participants such as the Italian post office and banks which are
reducing their physical network as well as growth in Sisal Pay's
pre-paid card and digital businesses although the latter is
loss-making at the moment, and (4) exposure to potential regulatory
changes or governmental initiatives aimed at encouraging bank
transfers or other forms of online payment over the next years.

However, the CFR also positively reflects the company's (1) leading
market position in the Italian proximity payment sector with a
network of approximately 51,000 point of sales, (2) good growth
prospects in the pre-paid cards and digital payments markets
supported by the low penetration of cashless transactions in Italy,
(3) potential for significant cost synergies because Sisal Pay will
switch the outsourcing of Banca 5's bill payment processing system
to Sisal Pay's proprietary platform, (4) good margins as reflected
by Moody's-adjusted EBITA margin of around 18% pre-synergies and
based on gross revenue (equals to around 43% when commissions paid
to merchants are excluded), and (5) Moody's expectation that
Moody's-adjusted free cash flow/debt will be above 5% from 2020.
Moody's considers that the combination makes strategic sense and
Moody's expects that both shareholders of the company will be
committed to Sisal Pay's success and deleveraging.

Moody's forecast that Sisal Pay will delever to 5.8x-6.0x over the
next 12 months is based on the following assumptions: (1)
realization of merger synergies in 2020; (2) a reduction in the
losses of the new digital initiatives; and (3) underlying organic
growth notably in bill payments, own pre-paid cards, and merchant
services. However, these growth assumptions will be partly offset
by the loss of Banca 5's pre-paid cards partnership with PostePay
from January 1, 2020, and additional overheads related to the
set-up of the new business' own support functions.

LIQUIDITY

Sisal Pay's liquidity is adequate mainly due to the large super
senior revolving credit facility (RCF) of EUR92.5 million available
until 2026 because cash at closing will be low at around EUR5
million. There is no financial covenant attached to the RCF.

Working capital is structurally negative but could exhibit
significant variability on a weekly basis driven by the timing of
cash collections and payments. According to the company, working
capital can experience a maximum swing of EUR50 million, which
could require drawings under the RCF, but only for a few days.

ESG CONSIDERATIONS

In terms of social risks Moody's considerations include demographic
and regulatory changes leading to a shift of consumer behaviors
towards cashless transactions, although the impact of demographic
changes will likely be gradual.

As to governance risks, Moody's views Sisal Pay's capital structure
as being ring-fenced from the Sisal Group although the new company
will be consolidated within Sisal Group' audited accounts. Sisal
Pay is 70% private-equity owned (through Sisal Group), which can
have a greater propensity to favour shareholders over creditors,
but Moody's expects that Sisal Pay and Banca 5 will be committed to
the growth and success of the company as well as deleveraging.
Moody's expects related party transactions to remain limited and
conducted on an arm's-length basis. Except customary transition
service agreements for the provision of support functions, there
will be a commercial agreement between Sisal Pay and Banca 5 with
respect to transactional and banking services not contributed by
Banca 5 to the new company.

STRUCTURAL CONSIDERATIONS

The capital structure comprises a EUR530 million senior secured
notes and a EUR92.5 million super senior RCF. Both debt instruments
are secured by a weak security package, which mainly includes
pledge on shares and intercompany receivables. However, the super
senior RCF will rank ahead of the notes in an enforcement scenario
under the provisions of the intercreditor agreement. The super
senior RCF will also benefit from upstream guarantees from
operating companies accounting for at least 80% of consolidated
EBITDA while the notes will be unguaranteed.

The senior secured notes are rated B2, at the same level as the
CFR, reflecting the relatively small amount of super senior RCF and
operating companies' non-financial debt including trade payables,
pension liabilities, and leases ranking ahead due to the absence of
upstream guarantee. Payables to strategic partners are not included
in Moody's Loss Given Default analysis because they will be either
covered by segregated cash balances or performance bonds in a
liquidation scenario.

Moody's has assigned a separate CFR to Sisal Pay to the CFR of its
majority owner, Sisal Group. This is because the documentation of
the notes sufficiently ring-fences Sisal Pay's capital structure.
There is no cross default or cross guarantees and there are
sufficient restrictions in the documentation that prevent the
upstreaming of cash from Sisal Pay unless there has been material
deleveraging to below 3.75x from c. 5.3x at closing (based on the
consolidated net leverage ratio as defined under the debt
indenture).

RATING OUTLOOK

The stable outlook reflects Moody's expectation that
Moody's-adjusted debt/EBITDA will reduce to 5.8x-6.0x over the next
12 months, a level that more comfortably positions the company
within the B2 rating, and positive free cash flow, which will
strengthen liquidity. The stable outlook assumes the company will
not undertake material debt-funded acquisitions or distribution to
shareholders.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

An upgrade could materialize if underlying earnings growth and the
realization of merger synergies lead to: (1) Moody's-adjusted
debt/EBITDA reducing closer to 5.0x on a sustained basis, and (2) a
solid liquidity profile including Moody's-adjusted free cash flow
of around 5%.

A downgrade could materialize if weak underlying EBITDA growth or
integration issues, including lower synergies than expected lead
to: (1) Moody's-adjusted debt/EBITDA remaining sustainably above
6.0x, or (2) weaker liquidity or negative Moody's-adjusted free
cash flow. Negative rating pressure could also occur if longer-term
demand for some of Sisal Pay's proposed business offerings, such as
prepaid cards, digital payments, or banking and other new services,
are unlikely to grow as anticipated and sufficiently offset any
future decline in the bill payment business or continued decline in
the telecom business.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Created through the combination of the Sisal Group's payments
business and Banca 5's payments business, Sisal Pay will be a key
player in the Italian proximity payments industry. The company
generated pro-forma gross revenue of EUR325 million in 2018 or net
revenue of EUR151 million excluding commissions paid to merchants.

SISAL PAY: S&P Assigns Preliminary 'BB-' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' issuer credit
rating to Sisal Pay SpA (Sisal Pay). S&P also assigned its
preliminary 'BB-' issue rating to the proposed EUR530 million
senior secured debt that Sisal Pay plans to issue.

S&P said, "Our 'BB-' preliminary rating on Sisal Pay reflects our
opinion that Intesa Sanpaolo SpA (BBB/Negative/A-2), Italy's
largest financial institution, will likely provide extraordinary
support to it in case of need. This is because we think Sisal Pay
fits well into Intesa's strategic priority to enhance its
multichannel proposition to customers while continuing to reduce
its network of branches. We base this on Sisal Pay's network of
about 52,000 points of sales in Italy, comprising the contributions
from both Sisal and Intesa. We understand that Sisal Pay's
distribution network will be independent from that of the gaming
parent, Sisal Group (B+/Negative/--). As a result, our issuer
credit rating on Sisal Pay is three notches higher than its 'b-'
stand-alone credit profile (SACP)."

The SACP reflects Sisal Pay's good positioning in the niche
proximity payment and banking services sector, supported by a
capillary merchant network and about 20 million customers per year.
In the medium term, S&P also thinks Sisal Pay will begin to provide
a range of banking services currently offered by Intesa's branches,
such as cash withdrawals and distribution of the lowest value-added
products.

S&P said, "Our assessment on Sisal Pay's core business activities
incorporates our view that the Italian market traditionally
comprises "brick and mortar" premises more than markets in other
European countries. That said, we acknowledge there is an ongoing
trend of digitalization among Italian consumers, who increasingly
rely on mobile-based payment and banking products. We understand
Sisal Pay is looking to enhance its digital product offering--which
already incorporates participation in Italian tech startups--to
anticipate future developments in Italian consumers' behavior.

"We think Sisal Pay's financial leverage will remain substantial,
representing its main rating weakness. The transaction will be
financed through the issuance of a EUR530 million senior secured
bond, which we assume will not decrease over the next few years. We
anticipate Sisal Pay's debt to EBITDA will improve marginally,
averaging about 6.1x, with funds from operations (FFO) to debt of
about 9.8%, between 2020 and 2021. Our forecast includes EBITDA
growth rates that are slightly more conservative than
management's.

"We do not net future cash flow from our adjusted projected debt
figure, in line with our typical approach for financial
sponsor-controlled companies. This is because, at this stage, we
cannot rule out that Sisal Pay's management would not consider
future mergers and acquisitions--financed with either cash or new
debt--to exploit economies of scale or enlarge its product
offering.

"We think the JV between Intesa and Sisal is still at an early
stage. We will continue to monitor the future developments
regarding the exploitation of synergies and alignment to Intesa's
plans.

"The stable outlook reflects our expectation that Sisal Pay's
management will gradually integrate the business lines pledged by
Sisal and Intesa over the next 12 months, and that our view on
Sisal Pay's role for Intesa will not change.

"We would lower the ratings on Sisal Pay if we thought that its
strategic role for Intesa had diminished. A downgrade of Sisal
would not automatically result in a downgrade of Sisal Pay but,
under those circumstances, we could reassess the resilience of
Sisal Pay's business model and Intesa's willingness to provide
extraordinary support to the JV.

"We could raise the ratings if the ongoing transformation proved
successful and we thought its relevance for Intesa's long-term
strategy strengthened. Although unlikely at this stage, we could
consider raising the ratings on Sisal Pay if we concluded that its
financial policy has improved, and we anticipated its debt to
EBITDA would decline to below 5x and its FFO to debt would increase
above 12%. A positive rating action would also require us to assess
that the rating on the parent Sisal did not constrain that on Sisal
Pay."




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

ARES EUROPEAN XIII: Fitch Assigns B-(EXP) Rating to Class F Debt
----------------------------------------------------------------
Fitch Ratings assigned Ares European CLO XIII B.V. expected
ratings.

RATING ACTIONS

Ares European CLO XIII B.V.

Class X;    LT AAA(EXP)sf;  Expected Rating

Class A;    LT AAA(EXP)sf;  Expected Rating

Class B-1;  LT AA(EXP)sf;   Expected Rating

Class B-2;  LT AA(EXP)sf;   Expected Rating

Class C-1;  LT A(EXP)sf;    Expected Rating

Class C-2;  LT A(EXP)sf;    Expected Rating

Class D;    LT BBB-(EXP)sf; Expected Rating

Class E;    LT BB-(EXP)sf;  Expected Rating

Class F;    LT B-(EXP)sf;   Expected Rating

Sub. notes; LT NR(EXP)sf;   Expected Rating

TRANSACTION SUMMARY

Ares European CLO XIII B.V. is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to fund a portfolio with a target par of
EUR400 million. The portfolio is actively managed by Ares European
Loan Management LLP. The collateralised loan obligation has a
4.5-year reinvestment period and an 8.5-year weighted average
life.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors to be in the
'B'/'B-' category. The Fitch weighted average rating factor of the
identified portfolio is 34.0 while the indicative covenanted
maximum Fitch WARF is 34.25.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch weighted average recovery rate (WARR) of the
identified portfolio is 66.0%, while the indicative covenanted
minimum Fitch WARR is 65.0%.

Diversified Asset Portfolio

The transaction will include several Fitch test matrices
corresponding to the two top 10 obligors' concentration limits. The
manager can interpolate within and between two matrices. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management

The transaction has a 4.5-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Analysis

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

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 5% of target par. Fitch
modelled both 0% and 10% fixed-rate buckets and found that the
rated notes can withstand the interest rate mismatch associated
with each scenario.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated notes.
A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the rated notes.

HEMA BV: Moody's Downgrades CFR to Caa1, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded to Caa1 from B3 the Corporate
Family Rating of Dutch retailer Hema B.V. Concurrently, the rating
agency has downgraded Hema's probability of default rating to
Caa1-PD from B3-PD. Moody's has also downgraded to B3 from B2 the
EUR600 million senior secured floating rate notes due 2022 issued
by HEMA Bondco I B.V. and to Caa3 from Caa2 the EUR 150 million
senior unsecured notes due 2023 issued by HEMA Bondco II B.V.. The
outlook on Hema, Hema Bondco I B.V. and Hema Bondco II B.V. all
ratings remains negative.

"Our decision to downgrade Hema's ratings reflects our view that
Hema's financial performance and credit metrics will remain under
pressure over the next 12 to 18 months. At this stage it's unclear
if, and when the strategic initiatives the company are implementing
will improve profitability. In the meantime, competition is intense
and we expect the retail environment to remain challenging," says
Francesco Bozzano, a Moody's Assistant Vice President - Analyst and
lead analyst for Hema.

RATINGS RATIONALE

The downgrade reflects Moody's expectation that Hema's credit
metrics will remain weaker than the levels appropriate for a B3 CFR
during the next 12-18 months. After weak results during the fiscal
year ended February 3, 2019 (fiscal 2018), and only a modest
improvement in profitability in the first half of fiscal 2019, Hema
still faces challenges to contain cost inflation and in turn
reverse the deterioration in credit metrics.

Hema's gross leverage (Moody's-adjusted) remains above 7.0x and
adjusted interest coverage (Moody's Adjusted EBIT/Interest Expense)
has declined to less than 1x. The rating agency also expects
continued challenging trading conditions over the next 12 to 18
months owing to intense competition, slow economic growth and high
cost inflation, which will keep pressure on Hema's earnings and
cash flows in the coming quarters.

The Caa1 CFR incorporates Moody's expectation that Hema will
successfully repay or convert to equity the outstanding pay-in-kind
(PIK) toggle notes of EUR40 million plus capitalized interest at
AMEH XXVI B.V., its parent company, well ahead of its maturity in
June 2020, simplifying the capital structure of the group. Despite
the expected repayment of the PIK, Hema's capital structure remains
highly leveraged and the company has relatively limited time to
improve its performance before the next debt maturing in December
2021, when the EUR80 million super-senior Revolving Credit Facility
will be due.

On a more positive note, Hema's recent strategic partnerships with
grocery retailers such as Jumbo in the Netherlands and Franprix in
France should improve the company's like-for-like sales growth in
the next 12 to 18 months and the recent renegotiation of the CLA
agreement should to some extent ease the pressure on margins over
the next 12-18 months so that EBITDA will not reduce further from
current levels.

The company's liquidity remains weak. With a cash balance of
EUR41.8 million in the first half of fiscal 2019 and ongoing
negative free cash flow, the company's liquidity profile is viewed
as stretched and Moody's anticipates that the company will be
increasingly reliant on its available credit facilities. The
company currently has access to a EUR80 million super-senior
Revolving Credit Facility, of which EUR17 million was available as
of the first half of fiscal 2019 and to a EUR10 million undrawn
bank credit facility. The company's cash flows are seasonal and the
end of the first half of the fiscal year cash on balance sheet is
typically at the low point. Moody's expects that the company will
improve its liquidity, albeit remaining weak, in the second half of
fiscal 2019 through positive working capital movement and higher
funds from operation compared to the first half of the year.

STRUCTURAL CONSIDERATIONS

The Caa1-PD PDR, in line with the CFR, reflects Moody's assumption
of a 50% Loss Given Default, typical for essentially
all-bond-secured capital structures with a single springing
covenant under the RCF with significant headroom. The EUR 600
million senior secured notes are rated B3, one notch above the CFR,
reflecting their more senior ranking in the waterfall and the
buffer provided by the EUR150 million senior unsecured notes. The
Caa3 rating on the EUR 150 million senior unsecured notes reflects
their subordinated position in the capital structure, with the
EUR600 million senior secured notes and EUR80 million RCF
contractually ranking senior to them.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectations that Hema's
earnings and liquidity will remain under pressure over the next 12
to 18 months and the increasing refinancing risk associated with
the company's debt facilities.

The outlook could be stabilized if there is evidence of a
sustainable recovery in earnings and improvement in the company's
free cash flow and liquidity, which are currently weak, and if the
company successfully refinances its debt facilities.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating is unlikely in the short term, but
could arise if the company successfully refinances its debt
facilities and achieves a sustainable recovery in profitability,
leading to Moody's-adjusted gross leverage sustainably to less than
7.0x and interest coverage sustainably above 1.0x.

Downward pressure on the ratings could arise if (i) liquidity
diminishes from current levels and the RCF becomes current without
a clear sight to refinancing; (ii) Hema's operating performance
weakens further; (iii) if the company does not deleverage from its
current levels.

PRINCIPAL METHODOLOGY

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

SCHOELLER PACKAGING: Fitch Assigns Final 'B' LT IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings assigned Schoeller Packaging B.V., the European
market leader in returnable transit packaging, a final Long-Term
Issuer Default Rating of 'B' with a Stable Outlook. Fitch has also
assigned an instrument rating of 'B'/'RR4'/31%-50% to the company's
EUR250 million senior secured notes. The assignment of final
ratings follows the receipt and review of the final bond
documentation.

The ratings of Schoeller are constrained by its small scale and
lower free cash flow (FCF) generation in comparison with its
peers', and expected high leverage with limited deleveraging
capacity. The ratings also reflect its leading position in its
niche market, its diversified end-market exposure and products, an
extended geographical presence across Europe, its successful
long-term cooperation with customers and substantial technology
investment that acts as significant barriers to entry.

KEY RATING DRIVERS

Limited Deleveraging Capacity: Fitch expects Schoeller's funds from
operations-adjusted gross leverage to be 5.8x in 2019, which is
high and constrains the rating to the 'B' category. High capex in
2019-2021 and the lack of amortisation are expected to keep
FFO-adjusted gross leverage at around 5.5x by 2021, in line with a
'B' rating. However, its historically low FFO fixed charge cover,
due to high cash interest payments, should benefit from lower
interest costs post-refinancing. Fitch's expectation of improving
profitability should support deleveraging in the medium- to
long-term.

Capex to Pressure Cash Flow: Innovation leading to development of
new products is key to maintaining competitiveness in the RTP
industry. In the last three years, Schoeller has been investing
heavily with capex at between 4.1% and 6.5% of sales, resulting in
negative FCF generation. Fitch forecasts capex to peak at 7% of
sales in 2019, following the last stage of the development of the
group's new 'Big 3' products, and thereafter to decrease to around
6%. Despite continuously high investments Fitch forecasts FCF to
turn positive in 2021, albeit at modest levels, in line with the
rating, until 2022 when Fitch expects to see a further
strengthening.

Adequate Business Profile: Fitch views the business profile of
Schoeller as solid and commensurate with a 'BB' rating based on its
European market-leading position within its niche, which includes
manufacturing of plastic containers and RTP. Despite an estimated
market share of about 20% in Europe, the rating is somewhat
constrained by the group's modest scale with revenue of about
EUR520 million in 2018. This is, however, partly mitigated by its
operations in some 24 countries, providing healthy geographic
diversification within Europe, coupled with an ambition to grow its
limited presence in US.

Strong Customer Relationship: The business profile is strengthened
by a broad customer base with limited concentration risk in
combination with a leading product range consisting of more than
1,000 customisable products. Fitch views Schoeller as having a good
track-record of customer retention, as the majority of its top-100
customers are recurring with relationships often exceeding 15
years.

Environmentally-Driven Growth Opportunities: Fitch believes that
reusable plastic containers are set for growth, supported by
automation, supply-chain efficiency, environmental awareness and
e-commerce development that will drive the conversion to reusable
packaging from single-use packaging. Fitch expects growing demand
for a circular economy, environmental regulation and cost
improvement to encourage companies to use more efficient logistics
with reusable packaging. This development should benefit
Schoeller's products as they are 100% recyclable and have a long
lifespan with an average of 15-20 years, which makes them
sustainable.

Some Cyclical Exposure: About one third of Schoeller's revenue is
generated from cyclical industries such as automotive and
industrial manufacturing and Fitch believes that these industries
are likely to be affected by an economic downturn. The effect on
Schoeller should be mitigated by its broad range of end-markets,
which to a high degree include less cyclical industries such as
beverage and food, and food processing.

Modest Margin Improvement Expected: Schoeller's profitability is
generally lower than that of peers in the packaging industry, which
to some extent could be explained by Schoeller being a more
manufacturing-intensive company. During the last three years,
profitability has been negatively affected by high investments and
a number of one-off items related to, for example, a change of
ownership, commercial settlements and litigations. As these items
drop out while several operational improvements are implemented,
leading to less transportation and shorter production time, Fitch
expects a strengthening of the EBIT margin up to 6% by 2019, which
is somewhat stronger than levels compatible with the rating.

DERIVATION SUMMARY

Fitch compares Schoeller to a number of manufacturing companies and
packaging-related companies that are also rated 'B'. Schoeller is
analysed as a diversified manufacturer, although Fitch believes
that packaging companies are to some extent exposed to similar
aspects such as raw material, environmental impact, logistics,
similar end-markets and customers and low FCF generation. The
market remains highly fragmented but Schoeller is number one in
bulk containers in Europe and number two in some other markets with
20% markets shares in Europe. Its plant locations across Europe
allow Schoeller to be more competitive and to operate at lower
transportation costs versus peers (which usually operate
domestically).

Fitch-rated packaging peers are generally consumer products
(bottles, jars, small packages) such as Amcor Limited (BBB+/Stable)
and offer a wider range of products (different
material/shapes/colour/marketing), or single-use secondary
packaging (Stora Enso Oyj (BBB-/Stable) and Smurfit Kappa Group plc
(BB+/Stable). Schoeller seeks to replace business-to-business use
of fibre board and metal transportation, in addition to its ability
to make precision containers for high-tech storage solutions. Like
Schoeller, these competitors are exposed to a broad range of
end-markets (retail, food, industrial etc.) but are usually more
cyclical and more affected by market trends that are subject to
customers' spending/preferences.

Schoeller compares well against Fitch-rated mid-sized companies in
niche markets with similar FFO- adjusted gross leverage but
slightly stronger FCF, such as manufacturing companies AI Alpine AT
Bidco GmbH (B/Stable) and Alpha AB Bidco BV (B/Stable). Both
companies have higher FFO-adjusted gross leverage than Schoeller,
but are expected by Fitch to have better FCF generation and
deleveraging capacity. The higher rating of IREL Bidco s.a.r.l
(B+/Stable), owner of Schoeller's customer IFCO, reflects its very
high EBITDA margins and long-term contractual flows, despite
similar leverage.

RECOVERY RATING ASSUMPTIONS

Bond's Average Recovery: Fitch expects average recoveries of
'B'/'RR4'/31%-50% for Schoeller's EUR250 million senior secured
notes, which is subordinated to the group's revolving credit
facility of EUR30 million.

Fitch estimates under its bespoke recovery analysis that a
going-concern approach will lead to higher recoveries for
creditors, given the group's long-term track-record and sustainable
business, good and long-term relationship with customers and
suppliers, and existing barriers to entry in the market. Its
going-concern value is estimated at around EUR148 million, assuming
a post-reorganisation EBITDA of about EUR47 million with a multiple
of 4.5x and adjusting the value for potential factoring drawdown of
about EUR47.7 million (as per Fitch Criteria, Fitch takes the
highest amount of factoring drawn in the last 12 months).

KEY ASSUMPTIONS

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

  - Revenues to grow by 4.7% CAGR (2019-2022), driven by organic
growth and additional sales of Big3 products

  - EBITDA margin to expand towards 10.7% over 2019-2022 as a
result of cost savings and new products with high margins (pre-IFRS
16 impact)

  - Other non-operating items amount to EUR9 million in 2019,
including transaction fees (EUR3.3 million), call premium (EUR4
million) and other items

  - Minimal working capital outflow at around -1% of sales over
2019-2022

  - Capex spikes in 2019 to around 7% of sales due to breakthrough
projects and big3 products before easing towards 4% by 2022

  - Cash taxes at around 15% of EBIT over 2019-2022

  - EUR36 million of factoring each year up to 2022

RATING SENSITIVITIES

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

  - FFO-adjusted gross leverage sustainably below 5.0x

  - Positive FCF on sustained basis

  - Significant growth in size with evidence of strengthening of
the business model through revenue growth and continued EBITDA
margin improvements toward 12%

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

  - FFO-adjusted gross leverage consistently above 6.0x

  - Negative FCF on a sustained basis, compromising liquidity

  - EBITDA margin below 9% (including IFRS 16 impact)

  - Loss of market share or key customers such as IFCO

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Schoeller's FCF is forecasted to be neutral
to positive over 2019-2022. Fitch sees liquidity as satisfactory,
supported by the non-amortising nature of the group's debt with no
material debt maturity before 2024. Financial flexibility is
enhanced by an undrawn EUR30 million RCF and access to non-recourse
factoring of EUR70 million. Furthermore, working capital swings is
usually estimated at a negative EUR15 million each year. Fitch also
believes that the group can comfortably cover its interest payments
with an FFO interest cover above 3.0x beyond 2020.

Concentrated Debt Maturity: The debt structure is not diversified
as nearly all of the group's gross debt is the EUR250 million notes
with maturity concentrated to 2024. Liquidity needs can be covered
by the undrawn EUR30 million RCF and the factoring facility of
EUR70 million. Usually, the group utilises around EUR36 million of
the facility, but in June 2019 the drawn amount was EUR47.7 million
(the highest amount in the last 12 months) as IFCO had been added
to Schoeller's factoring.

ESG CONSIDERATIONS

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



===========
R U S S I A
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FAR EASTERN: Moody's Withdraws B2 Deposit Ratings for Own Reasons
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the following ratings of
Far Eastern Bank:

  - Long-term bank deposit ratings of B2

  - Short-term bank deposit ratings of Not Prime

  - Long-term Counterparty Risk Ratings of B1

  - Short-term Counterparty Risk Ratings of Not Prime

  - Long-term Counterparty Risk Assessment of B1(cr)

  - Short-term Counterparty Risk Assessment of Not Prime(cr)

  - Baseline Credit Assessment (BCA) of b2, and

  - Adjusted BCA of b2

  - Outlook Withdrawn from Stable

At the time of the withdrawal, the bank's long-term deposit ratings
carried a stable outlook

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

Headquartered in Vladivostok, Russia, Far Eastern Bank is a
medium-sized credit institution, which ranked 107 by assets among
Russian banks as of the third quarter of 2019, according to
Interfax. As of June 30, 2019, the bank reported total assets of
RUB42.2 billion under IFRS (2018: RUB45.3 billion)

LLC DELOPORTS: Fitch Puts BB- LT IDR on Rating Watch Negative
-------------------------------------------------------------
Fitch Ratings placed LLC DeloPorts' Long-Term Issuer Default Rating
of 'BB-' and unsecured bond rating of 'BB-' on Rating Watch
Negative.

RATING RATIONALE

The rating action follows the recent announcement that on November
27, 2019 Delo Group won an auction for 50% + 2 shares of
TransContainer (TC, BB+/RWN) for RUB60.3 billion (around USD0.94
billion). TC is a subsidiary of Russian Railways (RZD, BBB/Stable)
and the largest intermodal container operator in Russia. The RWN
reflects the uncertainty about Delo Group's new capital structure,
changing business risk profile and future funding requirements.

KEY RATING DRIVERS

In April 2019, the Russian First Prime-Minister signed a decree
prescribing the sale of 50% + 2 shares stake in TC held by RZD. In
May 2019, RZD's board of directors approved the starting price of
RZD's stake at RUB36.2 billion. The auction took place on November
27, 2019 and ended at the final price of RUB60.3 billion, won by
Delo Group.

Fitch understands that the purchase will be funded by a bank loan
at the MC Delo level (holding company of LLC DeloPorts) and equity
stake sale. In addition, there will be an upstream guarantee from
LLC DeloPorts.

Finalisation of the deal is still subject to payment. Furthermore,
Delo Group is required by law to offer to buy out the stakes of
TC's minority shareholders, creating an additional potential
liability for Delo Group. It is unclear whether the minority
shareholders will accept the offer. Finalisation of the minority
shareholders buy out is expected by end-April 2020, and it is
likely to be funded by another bank loan.

RATING SENSITIVITIES

Fitch expects to resolve the RWN once Fitch has confirmed details
of the new ownership and capital structure, as well as after Fitch
assesses new business risk profile of the Delo Group and have
greater visibility of the impact on DeloPorts operational
performance.

TRANSACTION SUMMARY

DeloPorts is a privately held Russian holding company that owns and
operates several stevedoring assets in the Russian port of
Novorossiysk. Its two main subsidiaries are the container terminal
NUTEP (in which DeloPorts holds 100%) and the grain terminal KSK
(in which Deloports holds 75% - 1 share).

TransContainer is the dominant player in Russian rail-based
container transportation with market share of 42% in 2018. The
company has a strong asset base, with around 26,000 flatcars,
70,000 ISO-containers and 62 railway container terminals across key
locations in Russia, Kazakhstan and Slovakia. TC's adjusted revenue
and EBITDA reached RUB31 billion and over RUB13 billion in 2018,
respectively, up by about 13% and 32% yoy.

MOSCOW UNITED: Fitch Affirms BB+ LT IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings affirmed PJSC Moscow United Electric Grid Company's
Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB+'
with a Stable Outlook.

The 'BB+' rating incorporates a single notch uplift to MOESK's
Standalone Credit Profile of 'bb' under Fitch's "Government-Related
Entities Rating Criteria". This is supported by its assessment of
the company's links with majority shareholder, PJSC ROSSETI, and
ultimately the Russian Federation (BBB/Stable), as the source of
possible support. The SCP reflects MOESK's near-monopoly position
in electricity distribution in Moscow and the Moscow region, a
high-quality asset base compared with Russian peers' and a solid
financial profile. However, lack of long-term tariff predictability
constrains the SCP.

KEY RATING DRIVERS

Single-notch Uplift: The single-notch rating uplift to MOSEK is
supported by its assessment of links with its ultimate shareholder
- the Russian Federation. MOESK is 50.9%-owned by PJSC ROSSETI, an
85% subsidiary of the Russian Federation. Fitch views government
ownership and support track record and expectations as strong.
Likely tangible state support for MOESK, if needed, is underlined
by the state's track record of active support of other subsidiaries
of PJSC ROSSETI, mostly through government-provided equity
injections to fund capex.

Fitch views socio-political implications of a theoretical default
by MOESK as moderate, considering its regional position and
well-developed asset base. Fitch assesses the financial
implications of a theoretical MOESK default as weak since this is
unlikely to impact the availability or cost of domestic or
international financing of other GREs or the government.

Long-term Tariff Uncertainty Remains: Although the Federal
Antimonopoly Service approved in 2018 parameters under a long-term
distribution tariff indexation for the second regulatory period,
effective tariffs continue to be approved on annual basis at the
end of the preceding year, and are based on the consumer price
index, the asset base, uncontrollable costs, expected electricity
supply volumes, and the purchase price for electricity losses. Thus
tariffs continue to lack long-term predictability. Fitch views the
uncertainty over tariff dynamics as one of the key rating risks for
MOESK.

Regulatory Decisions Drive Financials: Almost all of MOESK's
revenue and around half of the group's costs are regulated, which
results in the group's financials being significantly influenced by
the regulator's decision on tariffs. The regulated costs include
payment for the electricity transmission services of PJSC Federal
Grid Company of Unified Energy System (FedGrid; BBB/Stable), for
the distribution services of local network companies and purchases
of electricity lost in the networks, which in total account for
about half of total cost of sales. Therefore regulated-cost growth
is as important as the tariff increase itself.

Capex Drives Negative FCF: Fitch forecasts MOESK to continue to
generate healthy cash flow from operations averaging around RUB27
billion annually over 2019-2022. But its free cash flow (FCF) are
likely to remain negative in 2019-2020 on the back of high capex of
around RUB26 billion on average and dividends of about 44%-50% of
net income. This may add to funding requirements over this period.
Expected capex moderation in 2021 may results in FCF turning
neutral-to-slightly positive.

Solid Leverage, Stretched Coverage: At end-2018 MOESK reported FFO
connection fee-adjusted net leverage of 2.8x and connection
fee-adjusted fixed charge coverage of 3.9x. Fitch expects the
group's funds flow from operations-(FFO) adjusted net leverage (net
of connections fees) to average 3.1x over 2019-2022, slightly above
its positive rating guideline of 3x. However, Fitch forecasts FFO
fixed charge cover (net of connection fees) to average 3.4x over
the same period, which is close to its negative rating guideline of
3.2x. Although Fitch sees some improvement in credit metrics
compared with its previous expectations, they continue to remain
within its current rating sensitivities.

DERIVATION SUMMARY

As a distribution network operator MOESK's business profile is
somewhat weaker than that of Kazakhstan Electricity Grid Operating
Company (KEGOC, BBB-/Stable), the electricity transmission operator
in Kazakhstan, and especially than that of FedGrid (BBB/Stable),
Russian electricity transmission operator. FedGrid benefits from a
larger scale of operations and greater geographical diversification
than MOESK. MOESK and KEGOC have higher exposure to volume risk
than FedGrid. Compared with FedGrid, MOESK is more likely to suffer
from political interference because it has a higher share in
end-user tariffs in Russia.

The financial profile of MOESK is weaker than that on FedGrid and
KEGOC. The investment programmes of all three companies are usually
large, though they have some flexibility. FedGrid, MOESK and KEGOC
are rated under its GRE Criteria. MOESK is rated using a bottom-up
plus-one notch approach. FedGrid's rating incorporates a one-notch
uplift to the company's SCP of 'bbb-' to the same level as the
government. KEGOC is rated one notch below the sovereign's, on the
back of debt guarantees among other factors.

The wider peer group includes Romanian distribution operator
Electrica SA (BBB/Stable) and Polish integrated utility Energa S.A.
(BBB/Stable) with a large electricity distribution business (around
75% of EBITDA). Both companies benefit from a fairly stable
regulatory framework and operating environment. MOESK has a
comparable financial profile to Energa. Electrica's financial
profile - with an FFO-adjusted net leverage of 1.5x on average over
2019-2023 - is stronger than that of MOESK.

KEY ASSUMPTIONS

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

  - Russian GDP to grow 1.2% in 2019 and 1.9% p.a. over 2020-2022

  - Russian CPI of 4.3% in 2019 and 4% p.a. over 2020-2022

  - Electricity consumption to grow slightly below GDP growth p.a.
in 2019-2022

  - Tariff growth slightly below inflation p.a. in 2020-2022

  - Capex of about RUB24 billion (excluding VAT) on average over
2019-2022, which is slightly above management's expectations

  - Dividends of RUB2.9 billion in 2019 and 50% of net income p.a.
under IFRS in 2020-2022

RATING SENSITIVITIES

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

  - Evidence of significantly stronger state support, although
unlikely at this stage, in its view

  - Improvement of financial profile (i.e. FFO-adjusted net
leverage (excluding connection fees) well below 3x and FFO fixed
charge cover (excluding connection fees) above 4.5x on a sustained
basis) or an improvement in the Russian regulatory framework for
electricity distribution

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

  - Significant deterioration in the credit metrics on a sustained
basis (FFO adjusted net leverage (excluding connection fees) above
4x and FFO fixed-charge cover (excluding connection fees) below
3.2x) due to, for example, insufficient tariff growth to cover
inflationary cost increases and not compensated by capex cuts, or
generous dividend payouts. All these would be negative for the SCP
but not necessarily the rating (i.e. if the links with the state
strengthen).

  - Weaker links with the parent, and ultimately the state.

LIQUIDITY AND DEBT STRUCTURE

Manageable Liquidity: At end-1H19 MOESK's cash and cash equivalents
of about RUB7 billion, together with unused credit facilities of
RUB91 billion, mainly from state-owned banks, were sufficient to
cover short-term debt of RUB26 billion and Fitch-projected negative
FCF of about RUB3 billion over 2H19-1H20. MOESK does not pay
commitment fees for its unused credit lines, as is common in
Russia, but Fitch expects these lines to be available to the group.
Fitch expects FCF to be negative in 2019-2020 before turning
neutral-to-positive from 2021.

SUMMARY OF FINANCIAL ADJUSTMENTS

A multiple of 6x was used for operating leases to create debt like
obligations as MOESK is based in Russia.

Impairment of property, plant and equipment, revenue from
compensation of losses in the process of connection to networks and
reserves were excluded from EBITDA.

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.

SOLLERS-FINANCE LLC: Fitch Upgrades LT IDR to BB, Outlook Stable
----------------------------------------------------------------
Fitch Ratings upgraded Russia-based Sollers-Finance LLC's Long-Term
Issuer Default Ratings to 'BB' from 'BB-' with a Stable Outlook.

KEY RATING DRIVERS

The upgrade of SF's support-driven IDRs follows the upgrade of PJSC
Sovcombank, one of SF's key shareholders, reflecting a potentially
higher ability to support SF, if needed. SCB's upgrade reflected
the bank's extended track record of exceptional performance, sound
asset quality relative to peers, strong profitability, solid
liquidity and capital buffers, and Fitch's view that the operating
environment in Russia has improved, which should benefit the bank's
credit profile.

SF's Long-Term IDR of 'BB' and Support Rating of '3' reflect
Fitch's view of the moderate probability of potential support SF
may receive from SCB. This view is based on (i) close supervision
of the leasing company by the bank's management and the latter's
involvement in strategic decision-making at SF; ii) the significant
volume of funding provided by SCB (44% of SF's liabilities at
end-2Q19); (iii) SF's record of strong performance in the auto
leasing niche, which supports the bank's objectives; and iv) SF's
small size relative to SCB (equal to less than 1% of assets),
making any potential support manageable for the shareholder.

At the same time, SF's Long-Term IDRs remain one notch below SCB's,
reflecting 50% ownership, SF's only supplementary role for the
bank's business, containable reputational risk for SCB in case of
SF's potential default, different branding and the bank's intention
to gradually decrease its share in SF's funding, which makes
support somewhat less certain, in Fitch's view.

SF's standalone profile is decent, underpinned by healthy
performance though the cycle (average return on assets (ROA) of 9%
in 2014-6M19), low leverage (debt/tangible equity of 3.1x at
end-2Q19) and limited refinancing risk. The main constraints are
the company's narrow franchise and sizeable, albeit gradually
decreasing, concentration of the lease book.

SF's rouble-denominated senior unsecured debt ratings are aligned
with the company's Long-Term Local-Currency IDR.

RATING SENSITIVITIES

SF's Long-Term IDR and senior debt ratings could be upgraded
following a further upgrade of SCB, provided SF remains a main
leasing entity for the bank.

Conversely, any weakening of the shareholder's propensity or
ability to support the company would likely result in negative
rating action. Assuming no deterioration of SF's standalone
profile, this could potentially result in a two-notch downgrade and
the ratings would then be based on Fitch's view of SF's intrinsic
creditworthiness.

The senior unsecured debt ratings are likely to move in tandem with
the SF's Long-Term Local-Currency IDR.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

SF's IDRs reflect Fitch's view of the moderate probability of
potential support SF may receive from SCB.

STATE TRANSPORT: Fitch Affirms BB+ LT IDR, Alters Outlook to Pos.
-----------------------------------------------------------------
Fitch Ratings revised the Outlooks on PJSC State Transport Leasing
Company's 'BB+' and JSC Rosagroleasing's 'BB' Long-Term
Issuer-Default Ratings to Positive from Stable and affirmed the
ratings. The Positive Outlooks reflect Fitch's expectation of
strengthening linkages with the Russian sovereign (BBB/Stable).

KEY RATING DRIVERS

The companies' ratings are driven by the moderate probability of
support from the Russian sovereign. In assessing support, Fitch
views positively: (i) both companies' 100% state ownership,
represented by the Ministry of Transport (STLC) and the Ministry of
Agriculture (RAL); (ii) the track record of past equity injections
(especially at STLC); (iii) the low cost of potential support given
the companies' relatively small size and low external borrowings
(zero at RAL); (iv) the companies' policy roles (albeit somewhat
limited) in the execution of state programmes to support the
transportation (STLC) and agricultural (RAL) sectors; and (v) deep
integration of the management and the government (more pronounced
for STLC).

The Positive Outlook on STLC reflects Fitch's expectation that the
likelihood of support that the company may receive from the Russian
sovereign could increase due to: (i) gaining access to long-term
funding from the National Wealth Fund; and (ii) the increase in the
volume of capital support (up to RUB100 billion within the next
three years as per management's expectation.

The Positive Outlook on RAL reflects Fitch's positive view of
recent equity injections, which underline the growing importance of
RAL and its policy role to the state. Fitch also notes the change
in RAL's strategy towards higher growth and increase of market
share in agricultural leasing, which contributes to strengthening
of the policy role.

The one-notch difference between STLC's ratings and those of RAL
reflects the lower systemic importance and policy role of the
latter and stronger track record of capital support of the former.

STLC

STLC is the largest Russian leasing company by outstanding lease
portfolio and volume of new business. It has been under the direct
oversight of the Ministry of Transport since 2009. STLC's
participation in state programmes for the development of the
Russian transportation industry is wide and represented mostly by
the support of production Russia-produced civil aircraft,
helicopters and vessels.

Fitch views STLC's intrinsic creditworthiness as moderate, given
the company's large balance sheet concentrations, exposure to
residual value risk, limited liquidity of the company's assets and
only break-even profitability to date. However, the Standalone
Credit Profile is underpinned by a comfortable capital position,
adequate funding profile and a track record of market access.

STLC's lease book is concentrated, which is typical for Russian
state-owned leasing companies. At end-1H19, the largest exposure
(21% of total lease portfolio) was represented by operating and
finance lease contracts with the Aeroflot group (BB/Stable). Other
finance lease contracts were mostly represented by contracts with
Russian rail transportation companies and secured with rolling
stock. Large contracts assume lower down payments and typically
bear higher residual value risk, which is partially mitigated by
long contractual maturity.

Problem exposures (net investments in lease overdue by 90+ days,
receivables on terminated contracts, and foreclosed assets)
declined to 2% of total earning assets at end-1H19 and were fully
covered by reserves. STLC's performance has moderately improved,
with net profit of about 1% of average assets in 1H19, but remains
weak due to tight margins.

STLC's financial leverage (debt/tangible equity) has moderately
increased since the last review to 5.7x at end-1H19 despite rapid
growth of about 30%-40% in 2018-1H19 (annualised) due to large
capital injections. The company received RUB21 billion of capital
in 2018 and will receive a further RUB14 billion by end-2019.
Management expects annual growth to moderate to 20%-30% in
2020-2021, which could increase leverage further unless it is
compensated by sizable capital injections. In 2020-2021, STLC will
receive RUB19 billion, according to the state budget. This would
result in leverage exceeding 6x. However, according to management,
STLC's capital support in 2020-2022 could be extended to about
RUB100 billion (over 100% of end-1H19 equity), which would
materially improve the company's capital position and underpin
growth.

STLC's funding is diversified, with the largest creditor making up
7% of end-3Q19 funding. The company's liquidity has improved, with
the short-term liquidity gap having contracted to about zero from
RUB20 billion a year ago. STLC's funding profile is additionally
underpinned by the company's track record of market access and
close ties with Russian state banks.

STLC's rouble-denominated senior unsecured debt ratings are aligned
with the company's Long-Term Local-Currency IDR. The US
dollar-denominated notes issued by STLC's Ireland-based subsidiary
GTLK Europe DAC and its financing SPV, GTLK Europe Capital DAC, are
rated in line with STLC's Foreign-Currency IDR as they benefit from
an unconditional and irrevocable guarantee from STLC.

RAL

RAL focuses on subsidised directed leases to customers from the
agricultural sector. Leases under the government sector support
programme dominate the portfolio, and are generally funded by state
capital injections. The lease book shrank by 30% in 2018, as a
result of muted origination and write-offs, but remained stable in
1H19. Portfolio concentration increased, with the 10 largest
lessees accounting for 27% of the portfolio at end-1H19 (2017:
16%).

Agricultural leasing bears high operational, market and residual
value risks. At end-1H19 the ratio of impaired assets (including:
net investment in lease, advances and loans) was 30% (37% in
end-2017). These were comfortably covered by reserves of 1.9x.

As the company is almost fully financed by equity (equity-to-asset
ratio of 90%), it is less sensitive to further deterioration of the
asset quality. RAL received RUB7 billion of capital contributions
in 2018-1H19 and anticipates further capital injections and
subsidies in 2H19-2021 to support its growth plans. Fitch
recognises the higher intensity of government support as a sign of
RAL's growing policy role.

Historically RAL's funding was negligible but management plans to
tap the domestic capital market in 2020 with modest borrowings.

RATING SENSITIVITIES

Both entities' IDRs are potentially sensitive to changes in the
Russian sovereign ratings.

In addition, STLC's Long- and Short-Term IDRs could be upgraded if
Fitch considers that the sovereign's propensity to support the
company increased, as might be evidenced by (i) the capital
increase in line with management's guidance (significantly above
the budgeted amount); and (ii) the company gains access to long
term resources from the National Wealth Fund.

RAL's Long-Term IDR could be upgraded in case of further
strengthening of its policy role with respect to implementation of
state programmes to support the Russian agricultural sector,
underpinned by sufficient capital injections.

Conversely, diminishing of the companies' policy roles could result
in negative rating action. An indication that required
extraordinary support might not be provided in a timely manner
would trigger a multi-notch downgrade of the companies' IDRs.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The ratings of STLC and RAL are driven by sovereign support from
Russia and linked to Russia's IDRs. The ratings of guaranteed debt
issued by GTLK Europe and GTLK Europe Capital are equallised with
STLC's Long-Term Foreign-Currency IDR.



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

SWISSAIR: Federal Court Clears Former Bosses of Mismanagement
-------------------------------------------------------------
Swissinfo.ch reports that Switzerland's Federal Court has cleared
14 former bosses of the failed Swissair group of mismanagement in
relation to its collapse nearly 20 years ago.  

The country's highest court upheld a 2018 decision by a Zurich
commercial court, which had been appealed by the Swissair
liquidator, Swissinfo.ch relates.   

According to Swissinfo.ch, the liquidator claimed the 14 former
bosses failed in their duties as financial administrators,
approving loans that could not be repaid after the company's
collapse and disregarding the rules of corporate governance.    

But the Zurich court, whose decision is now confirmed, said
Swissair needed to keep its air operations going, which required
funding, Swissinfo.ch notes.  The Federal Court decision on Nov. 29
upholds all the conclusions of the Zurich court, although it has
reduced the legal costs of the case somewhat, Swissinfo.ch states.


The 14 former bosses include former CEOs of Swissair (Mario Corti)
and its holding company SAirGroup (Philippe Bruggisser), and
ex-board members, Swissinfo.ch discloses.  

Swissair planes were grounded on October 2, 2001, after the company
had been in business for 71 years, Swissinfo.ch recounts.  The
downturn in the aviation market after the terrorist attacks of
September 11, 2001, proved the last straw for the heavily indebted
national carrier, which folded the following year, Swissinfo.ch
relays.  




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

DTEK ENERGY: Moody's Affirms Caa2 CFR; Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 corporate family rating
of DTEK Energy B.V. and changed the outlook to positive from
stable.

The rating action follows the company's announcement on November 18
that it had finalised the restructuring of its remaining loans on
equivalent terms to previously restructured debts. The positive
outlook also takes into consideration the positive outlook on the
Caa1 rating of the Government of Ukraine assigned on November 22,
2019.

A corporate family rating is an opinion of the DTEK Energy group's
ability to honour its financial obligations and is assigned to DTEK
Energy as if it had a single class of debt and a single
consolidated legal structure.

Concurrently, Moody's has affirmed DTEK Energy's probability of
default at Caa2-PD.

RATINGS RATIONALE

The positive outlook follows the completion of DTEK Energy's debt
restructuring, which will mean that the company will not be in
default on any of its debt obligations for the first time since
2014. The positive outlook also takes into account the positive
outlook on the Government of Ukraine.

The Caa2 CFR reflects, as positives, DTEK Energy's strong market
position in electricity generation in Ukraine. The company's ratio
of funds from operations (FFO) to net debt improved to 28% in 2018,
compared to approximately zero in 2015, and Moody's expects it to
stabilise at a similar level in 2019.

The CFR is constrained by (1) the mismatch between DTEK Energy's
revenues, which are largely denominated in Ukrainian hryvnia, and
its borrowings, which are mostly denominated in US dollars; (2)
risks associated with the National Anti-Corruption Bureau of
Ukraine's (NABU) investigation into the "Rotterdam+" formula
formerly used to set wholesale electricity prices in Ukraine, which
has named certain DTEK group's employees, and the Anti-Monopoly
Committee of Ukraine's (AMCU) investigation of possible abuses of
the company's monopoly position in the Burshtyn zone of western
Ukraine; (3) uncertainty about the profitability of coal-fired
generation in Ukraine following fundamental changes to the
operation of the market in July 2019, and the potential integration
with the EU Emissions Trading Scheme; and (4) the weak rule of law,
pervasive corruption and risk of disorderly political transition in
the country and reflected in the rating of the Government of
Ukraine (Caa1 positive).

WHAT COULD CHANGE THE RATING UP/DOWN

The rating could be upgraded if there is continued improvement of
the macroeconomic environment in Ukraine, and if the company
establishes a track record of profitable operation in the new
electricity market. Any rating upgrade would also take into account
developments in the NABU and AMCU investigations.

The rating could be stabilised if macroeconomic conditions do not
improve, if there is a devaluation of the Ukrainian hryvna, or if
the profitability of coal-fired generation in Ukraine is impaired.
There could also be downward pressure on the rating if the NABU or
AMCU investigations result in a material financial impact, or if
liquidity weakened significantly.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.

DTEK Energy is Ukraine's largest private power generator as well as
coal mining and processing company. As of December 31, 2018, the
group operated eight thermal power generation plants as well as one
heat and power plant with total installed capacity 13,550 megawatts
(MW), five coal processing plants, 16 coal mines and two
coal-related machinery manufacturers. DTEK Energy accounts for
around 23% of Ukraine's total generated electricity and operates in
the Donetsk, Lugansk, Vinnitsa, Ivano-Frankovsk, Lvov, Zaporozhe
and Dnipropetrovsk regions. DTEK Energy accounts for more than 70%
of coal mining in Ukraine.

DTEK Energy is fully owned by a larger energy holding company, DTEK
B.V., which also operates in the electricity distribution and
supply, renewable energy, gas production and commodity trading
businesses within Ukraine. DTEK B.V. is fully owned by the
financial and industrial group System Capital Management, whose
100% shareholder is Rinat Akhmetov.



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

BRITISH STEEL: Hayange Mill Put Up for Sale Despite Jingye Deal
---------------------------------------------------------------
Michael Pooler in Paris and Nikou Asgari at The Financial Times
report that British Steel's factory in France is for sale
separately from the rest of the company, despite an agreed plan by
China's Jingye Group to buy the whole of the failed manufacturer.

A rescue deal for the collapsed steelmaker was struck last month,
with the Chinese conglomerate paying about GBP50 million and saving
4,000 jobs, mostly based at its main Scunthorpe plant in England,
the FT recounts.

The conditional agreement covered all of British Steel's assets,
including a number of subsidiaries such as its mill in Hayange,
northern France, which produces rail for train lines and tramways,
the FT notes.

If a different bidder ends up purchasing the Hayange mill it could
complicate the takeover by Jingye, the FT states.

French authorities had sought assurances that Jingye would
guarantee the supply of metal to Hayange as the plant is crucial
for providing rails for France's state-owned train operator SNCF,
the FT discloses.

However, a new process is now under way to find a buyer for the
factory. Adverts appeared in the Financial Times and French
newspaper Les Echo last week offering for sale an unnamed business
located in France's northeastern region that specializes in
producing "steel railway products for railways, subways and
tramways" and employs about 450 people, according to the FT.

Four people familiar with the situation confirmed the adverts
referred to British Steel's Hayange plant, the FT relays.

According to the FT, two of those people said the decision to
launch the process to sell Hayange was initiated by the plant's
management as contingency planning in case Jingye's deal fell
through.

The UK Insolvency Service has kept British Steel running with a
taxpayer-backed indemnity ensuring wages and bills are paid.
British Steel is the sole shareholder of British Steel France,
which runs the Hayange plant and is operationally independent of
the Insolvency Service, the FT notes.  Any proceeds from a sale
would be part of the liquidation, the FT states.


CLINTONS: Bought Out of Administration, 2,500 Jobs Saved
--------------------------------------------------------
Sarah Butler at The Guardian reports that Clintons, the card
retailer, has been bought out of administration in a deal that
safeguards 2,500 jobs.

The pre-agreed deal with the chain's existing US owners comes after
Clintons failed to win support from landlords for an insolvency
procedure known as a company voluntary arrangement (CVA) under
which it wanted to cut rents and close up to 66 stores, The
Guardian relates.

The loss-making company has been suffering from heavy competition
from discounter Card Factory and began sounding out landlords last
month about a restructure, The Guardian discloses.

Like many other retailers who have been forced to restructure or go
into administration in the past 18 months, including House of
Fraser, New Look, Carpetright and Mothercare, Clintons has also
come under pressure from rising costs, the switch to online
shopping and lacklustre consumer spending, The Guardian states.

According to The Guardian, the pre-pack administration deal will
secure jobs for the group's entire workforce and mean all its
stores continue to trade, but wipes out tens of millions of pounds
of debts owed to suppliers.  The administration will also reset
leases enabling the company to renegotiate rents or pull out of
stores in the new year, The Guardian notes.


EDDIE STOBART: Lines Up Deloitte to Prepare for Insolvency
----------------------------------------------------------
Oliver Gill at The Telegraph reports that Eddie Stobart has put
administrators on red alert amid fears the trucking company could
collapse in a matter of days.

According to The Telegraph, sources said the company has lined up
Deloitte to prepare it for insolvency if investors reject a rescue
led by a secretive offshore fund.

Eddie Stobart has struck a deal with DBay Advisors to save the
cash-strapped business, The Telegraph relates.  However, the rescue
-- which includes a GBP55 million high-interest loan in exchange
for DBay taking a majority stake -- must be approved by
shareholders in a crunch vote today, Dec. 6, The Telegraph notes.

If investors reject the proposal, it is understood that plans are
in place to put Eddie Stobart's holding company into administration
shortly afterwards -- a move that would wipe out shareholders, The
Telegraph states.


EUROSAIL-UK 2007-1: Fitch Affirms Class E1C Debt to B+sf
--------------------------------------------------------
Fitch Ratings upgraded nine and affirmed 19 tranches of Eurosail
2006- 4NP Plc, Eurosail-UK 2007-1NC Plc and Eurosail-UK 2007-2 NP
Plc.

RATING ACTIONS

Eurosail-UK 2007-1 NC Plc

Class A3a XS0284931853; LT AAAsf Affirmed; previously at AAAsf

Class A3c 298800AJ2;    LT AAAsf Affirmed; previously at AAAsf

Class B1a XS0284932315; LT A+sf Affirmed;  previously at A+sf

Class B1c XS0284947263; LT A+sf Affirmed;  previously at A+sf

Class C1a XS0284933719; LT BBBsf Affirmed; previously at BBBsf

Class D1a XS0284935094; LT BB+sf Affirmed; previously at BB+sf

Class D1c XS0284950994; LT BB+sf Affirmed; previously at BB+sf

Class E1c XS0284956330; LT B+sf Affirmed;  previously at B+sf

Eurosail 2006-4NP Plc

Class A3a XS0275909934; LT AAAsf Affirmed; previously at AAAsf

Class A3c XS0275917796; LT AAAsf Affirmed; previously at AAAsf

Class B1a XS0274201507; LT AAAsf Affirmed; previously at AAAsf

Class C1a XS0274203891; LT AAAsf Upgrade;  previously at A+sf

Class C1c XS0274213692; LT AAAsf Upgrade;  previously at A+sf

Class D1a XS0274204196; LT A-sf Upgrade;   previously at BB+sf

Class D1c XS0274214310; LT A-sf Upgrade;   previously at BB+sf

Class E1c 29880JAX0;    LT CCCsf Affirmed; previously at CCCsf

Class M1a XS0275920071; LT AAAsf Affirmed; previously at AAAsf

Class M1c XS0275921715; LT AAAsf Affirmed; previously at AAAsf

Eurosail-UK 2007-2 NP Plc

Class A3a XS0291422623; LT AAAsf Affirmed; previously at AAAsf

Class A3c XS0291423605; LT AAAsf Affirmed; previously at AAAsf

Class B1a XS0291433158; LT AAAsf Upgrade;  previously at AA-sf

Class B1c XS0291434123; LT AAAsf Upgrade;  previously at AA-sf

Class C1a XS0291436250; LT AA+sf Upgrade;  previously at A-sf

Class D1a XS0291441417; LT BBB-sf Upgrade; previously at B+sf

Class D1c XS0291442498; LT BBB-sf Upgrade; previously at B+sf

Class E1c XS0291443892; LT CCCsf Affirmed; previously at CCCsf

Class M1a XS0291424165; LT AAAsf Affirmed; previously at AAAsf

Class M1c XS0291426889; LT AAAsf Affirmed; previously at AAAsf

TRANSACTION SUMMARY

The transactions comprise non-conforming UK mortgage loans
originated by Southern Pacific Mortgage Limited and Preferred
Mortgages Limited, formerly wholly-owned subsidiaries of Lehman
Brothers.

KEY RATING DRIVERS

UK RMBS Rating Criteria

The rating actions take into account the new UK RMBS Rating
Criteria dated October 4, 2019. The notes' ratings have been
removed from Under Criteria Observation. The application of the new
criteria has resulted in reduced expected losses leading to the
nine upgrades and 19 affirmations across the three transactions.

Credit Enhancement (CE) Build-up

Fitch's analysis concluded that the current levels of CE are
sufficient to withstand the rating stresses. As at September 2019,
CE for the class A notes of ES06-4, ES07-1 and ES07-2 had increased
over the previous 12 months to 72.4%, 64.3% and 56.2% from 67.3%,
58.7% and 52.9%, respectively. Fitch expects CE to continue
building up as the transactions amortise sequentially, supported by
non-amortising reserve funds, which are currently at their target.
This has resulted in the upgrades and affirmations.

Sequential Payments to Continue

Fitch expects all transactions to continue amortising sequentially.
Pro rata amortisation is being stopped by a breach in the amounts
outstanding trigger. Fitch does not expect this trigger to cure.

The servicer reports the balance of loans in arrears in terms of
loans with overdue monthly contractual payments, referred to as
delinquencies, and loans with overdue monthly contractual payments
and/or outstanding fees or other amounts due, known as amounts
outstanding. Fitch has used the balances of loans reported with
delinquencies in its analysis.

Stable Asset Performance

Loans that are three month or more in arrears have shown steady
improvement post-crisis. They remained stable between September
2018 and September 2019, averaging around 10% for ES06-4 and ES07-2
and 21% for ES07-1 of their respective pool balances.

RATING SENSITIVITIES

Fitch is of the opinion that the prolonged low interest rate
environment has supported borrower affordability. An increase in
interest rates causing a payment shock could lead to a worsening of
asset performance beyond Fitch's expectations, potentially leading
to downgrades of the notes' ratings.

There are a small number of owner-occupied interest-only loans that
have failed to make their bullet payments at note maturity. The
servicer has informed Fitch that alternative payment plans with
these borrowers are currently being implemented. If this trend
grows to a significant number, Fitch may apply more conservative
assumptions in its asset and cash flow analysis.

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

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

HIGHER EDUCATION 1: Fitch Affirms CCsf Rating on Class A3, A4 Notes
-------------------------------------------------------------------
Fitch affirmed Higher Education Securitised Investments No.1 Plc's
class A3 and A4 notes at 'CCsf', with a Recovery Estimate at 60%.

RATING ACTIONS

Higher Education Securitised Investments Series No. 1 plc (Thesis
1)

Class A3 XS0085726403; LT CCsf Affirmed; previously at CCsf

Class A4 XS0085726585; LT CCsf Affirmed; previously at CCsf

TRANSACTION SUMMARY

Thesis is a securitisation of floating-rate student loans
originated in the UK by the government-owned Student Loans Company
Limited. The obligation to repay may be deferred if the borrower's
salary falls below a certain threshold which is reset annually. The
transaction originally closed in 1998 and final legal maturity of
the notes is in April 2028.

KEY RATING DRIVERS

Stable But Weak Asset PerformanceDefaulted loans (24+ months in
arrears) have increased by GBP3 million over the last year. The
principal deficiency ledger (PDL) exceeds GBP69 million, further
reducing available credit enhancement for the rated notes. The
portfolio largely comprises deferred loans that are not in arrears
(82.7%), while loans deferred with arrears count for 4.6% of the
pool. The latter are not eligible for government cancellation.

Negative Excess Spread ProbableIn Fitch's view, the transaction is
in negative excess spread, as without cancellation payments from
the government the available funds would not be sufficient to
service coupon payments on the rated notes. According to Fitch's
calculations, excess spread was minus 0.95% per year as of November
2019.

Updated Model AssumptionsFitch uses its proprietary Granular Asset
Loss Analyser model to support its analysis of mortgage-style UK
student loans transactions such as Thesis. Fitch has modelled a
remaining life default expectation of 13.1% (down from 16.1% at the
last rating action) and has confirmed its recovery assumption at
20%. The agency has stressed the delinquent balance and
incorporated tail-end risk. The default multiple and the recovery
haircut applied are 4x and 40%, respectively, at the 'AAAsf' level.
In addition, the portfolio of loans in deferment status is assumed
to exit deferment (reinstate) at an annual rate of 2.0%, down from
5.5% at the last rating action. The reinstatement assumption is
reduced linearly year on year.

RATING SENSITIVITIES

A change in the default, recovery rates or excess spread is
unlikely to impact the ratings, probability of default is high.

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

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

ICELAND: May Struggle to Repay GBP750-Mil. Debt Pile
----------------------------------------------------
Laura Onita at The Telegraph reports that Iceland could struggle to
repay a GBP750 million pile of debt and may be forced to refinance,
analysts have warned.

According to The Telegraph, the frozen food chain, a private
company with 966 stores in the UK, must repay two sets of bonds
worth GBP200 million and GBP550 million respectively.

It has to make enough money to pay interest on this debt until the
cash is due back in five and six years' time, as well as covering
its own day-to-day running costs, The Telegraph notes.

Analysts at Debtwire have said Iceland could struggle to pay this
money back without reducing the cash on its balance sheet below the
GBP80 million mark -- a level which bosses have vowed not to
breach, The Telegraph relates.


INTERGEN NV: S&P Affirms 'B+' LT Issuer Credit Rating
-----------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on Intergen N.V.

S&P said, "We expect credit metrics to improve in 2019 on the back
of stronger operating performance for U.K. power plants.   We think
InterGen will continue to improve its financial metrics in 2019
with an adjusted debt-to-EBITDA ratio decreasing to 2.5x-3.5x in
2019 from 4.1x in 2018 and 8.3x in 2017. The marked leverage
reduction in 2018 was mainly due to the sale of InterGen's Mexican
portfolio and the use of some of the $857 million net sale proceeds
to repay $760 million of the company's outstanding debt. However,
we expect the credit metric improvement in 2019 to primarily stem
from the operating performance of InterGen's U.K. assets. As of
June 2019, InterGen has managed to reduce the total lost
availability of its fleet--planned and unplanned outages--to 15.5%
from 22.7% a year previously, and it has increased its generation
by 38% to 6.9TWh from 5.0TWh over the same period. This is
primarily due to the recovery of the availability of its Rocksavage
asset, which faced a major planned outage in the second quarter of
2018. Nevertheless, we note that distributions from InterGen's
Australian assets--two coal-fired plants, in which InterGen has
25.0% and 32.5% equity interest--will likely reduce in 2019. This
is due to normalizing distributions following relatively large
distributions in 2018 on the back of refinancing for the Callide
project, in conjunction with planned outages for both plants and
lower prices achieved in the first half of 2019. We also expect
capital expenditure (capex) to decrease, following the upgrade of
the Spalding combined-cycle gas turbines (CCGT) and the
construction of the Spalding open-cycle gas turbines (OCGT)."

Although S&P notes that InterGen's financial metrics are improving,
we still think the sale of its Mexican portfolio has weakened the
company's business risk profile. InterGen now operates a U.K. and
Australian merchant portfolio, which increases the company's
exposure to the volatility of wholesale power prices in these two
markets U.K. This concentration also limits Intergen's ability to
manage adverse developments for any of its assets, on account of
the company's reduced scale. Of Intergen's remaining 3.3 gigawatt
(GW) portfolio, 2.6GW are located at three similarly sized CCGTs in
the U.K.: Spalding, Coryton, and Rocksavage. The Spalding CCGT,
which comprises 27% of InterGen's global portfolio by nameplate
capacity, is fully contracted and we expect it to contribute to a
sizable portion of the company's cash flows until the contract
expires in 2021. Coryton and Rocksavage (each accounting for about
25% of total nameplate capacity) continue to generate most of their
cash flows from merchant energy margins, with minimal hedging. S&P
understands the company seeks to take advantage of its ancillary
services, for which value often only emerges hours before
dispatch.

The completion of the new OCGT power plant and the resumption of
the U.K. capacity market will further enhance InterGen's cash flow
strength.   Furthermore, the new 300MW Welland OCGT power plant
began operation in July 2019, at a site next to the Spalding CCGT
facility. Welland will earn capacity payments from a 15-year
capacity market contract with a clearing price of
GBP22.50/kilowatt, contributing an additional GBP6.7 million of
revenue per year over the life of the contract. Coryton and
Rocksavage also earn U.K. capacity payments, which have been
cleared for the 2021/2022 auction year and cover almost all of the
asset's fixed costs.

S&P said, "We think the European Commission's decision to reinstate
the U.K. capacity market in October 2019, following its suspension
12 months previously, will also lead to additional revenue over the
coming years. We expect the payment of deferred capacity market
receipts for 2019 to occur over the course of the first quarter of
2020. This will result in about $50 million of additional revenue
for InterGen in 2019 (although we expect cash receipts to take
place in the first quarter of 2020)."

The portfolio's remaining 480 megawatts (MW) of nameplate capacity
are split between two Australian coal-fired plants, Callide (203MW)
and Millmerran (276MW), in which InterGen has a 25% and 32.5%
equity interest, respectively. Both assets are partly hedged
through 2021 (about 80% hedged at an average of $64 for the
remainder of 2019, about 69% at an average of $64 for 2020, and
about 35% at an average of $60). However, these assets are exposed
to market fluctuations in the volatile Queensland spot electricity
market.

InterGen's future strategy and capital structure remain highly
uncertain.   In July 2019, Czech-based power generator Sev.en
Energy acquired OTPP 50% stake in Intergen. S&P thinks this could
change InterGen's strategy and alter the strength of its balance
sheet.

For example, this could happen if Intergen's shareholders--Sev.en
Energy and China Huaneng Group/Guandong Yudean Group--decided to
use InterGen as a platform for international expansion via
debt-funded acquisitions, or if they were to request sizable
dividend distributions. That said, InterGen has yet to take
strategic decisions regarding future investments and financial
policy, and S&P expects to receive further information over the
coming months.

Although InterGen generates its cash flows from its U.K. and
Australian assets following the sale of its Mexican assets, the
bulk of its debt is denominated in U.S. dollars ($420 million),
creating a mismatch risk between its sources and uses of cash that
we understand the company has not yet sought to hedge. S&P does not
rule out some volatility in this exchange rate over the coming
years, considering the uncertainty surrounding the terms of Brexit.
That said, InterGen's U.S. dollar-denominated debt is long-dated,
maturing in 2023. This should provide sufficient time for the
company to anticipate and mitigate this risk.

The U.K. energy regulator (Ofgem) is currently investigating
InterGen regarding physical notifications relating to plant
availability. The investigation also relates to other dynamic data
that InterGen submitted to the National Grid about the Rocksavage,
Coryton, and Spalding power stations on several days in the fourth
quarter of 2016. Ofgem and InterGen have disclosed little
information since the start of the investigations in mid-2017, and
our base case does not take into consideration any financial
sanctions due to a potential license breach. As well as harming
InterGen's financial metrics, a license breach could lead us to
revise our assessment of the company's management and governance,
depending on the breach's significance.

OWL FINANCE: Moody's Downgrades CFR to Caa1, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the long-term corporate family
rating of Owl Finance Limited from B3 to Caa1 as well as its
probability of default rating from B3-PD to Caa1-PD. Owl Finance
Limited is the indirect 100% shareholder of Yell Limited, a leading
provider of digital marketing services to small and medium
enterprises in the UK. Moody's has also downgraded the rating for
the GBP214.0 million of outstanding backed senior secured notes due
2023 issued by Yell Bondco plc (Yell) to Caa1 from B3. The outlook
on all ratings is stable.

"The ratings downgrade reflects Yell's challenged operating
performance resulting in elevated Moody's adjusted gross leverage
of around 5.0x expected by the end of financial year (FY) ending
March 31, 2020, in the backdrop of a weakening macro-economic
environment in the UK," says Gunjan Dixit, a Moody's Vice President
- Senior Credit Officer and lead analyst for Yell.

"The stable rating outlook is based on the company's adequate
liquidity position as well as expected positive free cash flow
generation", adds Ms. Dixit.

RATINGS RATIONALE

FY ended March 31, 2019, was challenging for Yell as its Digital
revenues and EBITDA declined by 4.9% and 3.0% respectively. This
decline resulted from the end of print migration, several
organisational changes, and a spike in contract cancellations in Q4
as a number of customers stopped their digital spend when their
print advertising ended. The first six months of FY ending March
31, 2020, have been materially weak with Digital revenue down 11.6%
year-on year. Digital EBITDA for the first half decreased by 25.7%
on the prior year due to the decline in product contribution and
investment in additional sales consultants to improve the rate of
customer acquisition.

Claire Miles joined Yell as CEO on October 1, 2019 and the company
has initiated a strategic review focused on improving the business
to better exploit growth opportunities in the market. Moody's
cautiously takes into account the challenges associated with the
successful turnaround of the business especially in a weakening
macro-economic backdrop in the UK.

Despite the material under-performance in the business, the company
has been cash flow generative. During the six months ended
September 30, 2019, Yell generated GBP9.6 million in Moody's
adjusted free cash flow (after capex) and repurchased GBP11.0
million nominal value of Senior Secured Notes for cash
consideration of GBP9.5 million (average price of 86.4% of the par
value of the Senior Secured Notes). The company has said that it
may undertake further opportunistic repurchases in future. However,
if such repurchases continue to happen at materially discounted
prices, they will increasingly point towards the unsustainability
of Yell's capital structure.

Moody's considers that Yell currently has an adequate liquidity
profile. Despite the pressure on revenues, the company is likely to
remain free cash flow generative with no further regular pension
contributions before the next valuation, which is not expected
until 2021. As of September 30, 2019, the company had cash and cash
equivalents of GBP22.0 million on its balance sheet and access to a
GBP25 million undrawn super-senior revolving credit facility due
2022.

The CFR also reflects Yell's: (1) geographical concentration in the
UK; (2) relatively small scale compared to global digital
advertising players; (3) need to stabilize the audience of
Yell.com; (4) no deleveraging potential until the business
stabilizes its revenues.

The Caa1 CFR assigned to Yell reflects its: (1) established market
position providing digital marketing services to local businesses
in the UK; (2) important role in the UK digital ecosystem providing
online presence management and digital performance enhancing
services to SMEs; (3) subscription model with recurring revenue
base; (4) breadth and depth of relationships with search engines,
such as Google and social media companies, such as Facebook; (5)
nationwide salesforce that represents a barrier to entry.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will focus on stabilizing its operating performance while
continuing to remain cash flow generative and maintaining an
adequate liquidity profile.

WHAT COULD CHANGE THE RATING UP / DOWN

Given the high leverage and need to sustainably turnaround the
business in the near term, there is expected to be no upward
pressure in the next 12 to 18 months. Upward pressure may arise if:
(1) leverage starts moving sustainably towards 4.5x; and (2) the
company establishes a track record of organically growing revenues
and EBITDA.

Negative pressure could be exerted if: (1) the company fails to
stabilize its revenues and EBITDA over the next 12-18 months; (2)
Moody's adjusted leverage continues to worsen; and/or (3) its
liquidity profile weakens materially.

LIST OF AFFECTED RATINGS

Issuer: Owl Finance Limited

Downgrades:

Long-term Corporate Family Rating, downgraded to Caa1 from B3

Probability of Default Rating, downgraded to Caa1-PD from B3-PD

Outlook Action:

Outlook, Remains Stable

Issuer: Yell Bondco plc

Downgrades:

BACKED Senior Secured Regular Bond/Debenture, downgraded to Caa1
from B3

Outlook Action:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Media Industry
published in June 2017. Yell is a leading provider of digital
marketing services to small and medium enterprises in the UK,
helping SMEs to build and maintain an effective online presence and
facilitating interaction with consumers. It achieves this through
its online business directory, Yell.com, and by providing around
110,000 SMEs with a range of digital marketing solutions
(including, for example, website creation and maintenance and / or
social media, AdWords, video or display advertising campaigns).

As of LTM period ended September 2019, Yell UK reported revenue and
digital EBITDA (as calculated by management) of GBP178 million and
GBP52 million, respectively. Yell has been created as a separate UK
restricted group by means of a corporate reorganization at Hibu
Group Limited. The reorganization legally separates the UK and US
businesses of Hibu Group Limited.



===============
X X X X X X X X
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[*] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
-------------------------------------------------------------
Author: Sallie Tisdale
Publisher: BeardBooks
Softcover: 270 pages
List Price: $34.95
Order your own personal copy at http://is.gd/9SAfJR

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide nd engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.

Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher trying
to shed some light on one of the central and most unsettling
aspects of human existence. In this insightful, illuminating,
probing exploration of the mystery of illness, Tisdale also
outlines the limits of the effectiveness of treatments and cures,
even with modern medicine's store of technology and drugs. These
are often called "miracles" of modern medicine. But from this
author's perspective, with the most serious, life-threatening,
illnesses, doctors and other health-care professionals are like
sorcerer's trying to work magic on them. They hope to bring
improvement, but can never be sure what they do will bring it
about. Tisdale's intent is not to debunk modern medicine, belittle
its resources and ways, or suggest that the medical profession
holds out false hopes. Her intent is do report on the mystery of
serious illness as she has witnessed it and from this, imagined
what it is like in her varied work as a registered nurse. She also
writes from her own experiences in being chronically ill when she
was younger and the pain and surgery going with this. She writes,
"I want to get at the reasons for the strange state of amnesia we
in the health professions find ourselves in. I want to find clues
to my weird experiences, try to sense the nature of being sick."
The amnesia of health professionals is their state of mind from the
demands placed on them all the time by patients, employers, and
society, as well as themselves, to cure illness, to save lives, to
make sick people feel better. Doctors, surgeons, nurses, and other
health-care professionals become primarily technicians applying the
wonders of modern medicine. Because of the volume of patients, they
do not get to spend much time with any one or a few of them. It's
all they can do to apply the prescribed treatment, apply more of it
if it doesn't work the first time, and try something else if this
treatment doesn't seem to be effective. Added to this is keeping up
with the new medical studies and treatments. But Tisdale stepped
out of this problem-solving outlook, can-do, perfectionist
mentality by opting to spend most of her time in nursing homes,
where she would be among old persons she would see regularly, away
from the high-charged atmosphere of a hospital with its "many
medical students, technicians, administrators, and insurance review
artists." To stay on her "medical toes," she balanced this with
working occasional shifts in a nearby hospital. In her hospital
work, she worked in a neonatal intensive care unit (NICU),
intensive care unit (ICU), a burn center, and in a surgery room.
From this combination of work with the infirm, ill, and the latest
medical technology and procedures among highly-skilled
professionals, Tisdale learned that "being sick is the strangest of
states." This is not the lesson nearly all other health-care
workers come away with. For them, sick persons are like something
that has to be "fixed." They're focused on the practical, physical
matter of treating a malady. Unlike this author, they're not
focused consciously on the nature of pain and what the patient is
experiencing. The pragmatic, results-oriented medical profession is
focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts -- the top of the hip to a third of the way down the thigh --
and cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen with
blood and tissue fluid, its entire surface layered with pus . . .
The pressure in the skull increases until the winding convolutions
of the brain are flattened out . . . The spreading infection and
pressure from the growing turbulent ocean sitting on top of the
brain cause permanent weakness and paralysis, blindness, deafness .
. . ." This dramatic depiction of meningitis brings together
medical facts, symptoms, and effects on the patient. Tisdale does
this repeatedly to present illness and the persons whose lives
revolve around it from patients and relatives to doctors and nurses
in a light readers could never imagine, even those who are immersed
in this
world.

Tisdale's main point is that the miracles of modern medicine do not
unquestionably end the miseries of illness, or even unquestionably
alleviate them. As much as they bring some relief to ill
individuals and sometimes cure illness, in many cases they bring on
other kinds of pains and sorrows. Tisdale reminds readers that the
mystery of illness does, and always will, elude the miracle of
medical technology, drugs, and practices. Part of the mystery of
the paradoxes of treatment and the elusiveness of restored health
for ill persons she focuses on is "simply the mystery of illness.
Erosion, obviously, is natural. Our bodies are essentially
entropic." This is what many persons, both among the public and
medical professionals, tend to forget. "The Sorcerer's Apprentice"
serves as a reminder that the faith and hope placed in modern
medicine need to be balanced with an awareness of the mystery of
illness which will always be a part of human life.



                           *********


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-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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