/raid1/www/Hosts/bankrupt/TCREUR_Public/191211.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, December 11, 2019, Vol. 20, No. 247

                           Headlines



F R A N C E

CASINO GUICHARD: Refinancing Plan Implies Add'l. Financial Costs


G E R M A N Y

TECHEM VERWALTUNGSGESELLSCHAFT: S&P Affirms B+ ICR, Outlook Now Neg


I R E L A N D

ARBOUR CLO VII: Fitch Assigns BB-(EXP) Rating on Class E Debt


I T A L Y

CMC DI RAVENNA: Creditors' Meeting Moved to March 11, 2020
CODAP: Jan. 15 Bid Submission Deadline for Brazilian Unit Stake
OFFICINE MACCAFERRI: Moody's Downgrades CFR to Caa3, Outlook Neg.


K A Z A K H S T A N

TECHNOLEASING LLC: Fitch Assigns B- Sr. Unsec. Bond Rating


L U X E M B O U R G

ATENTO LUXCO: Fitch Affirms 'BB' LT IDR, Outlook Stable


R O M A N I A

[*] HIDROELECTRICA: Gov't Plans to List Stake on Stock Exchange


R U S S I A

CARCADE LLC: Fitch Places B+ LT IDR on Rating Watch Positive
ENEL RUSSIA: Fitch Affirms BB+ LT IDR, Outlook Stable


S P A I N

PIOLIN BIDCO: S&P Assigns 'B-' Long-Term ICR, Outlook Positive


S W I T Z E R L A N D

SIG COMBIBLOC: S&P Alters Outlook to Positive & Affirms 'BB+' ICR


U N I T E D   K I N G D O M

ELEMENT MATERIALS: Moody's Affirms B2 CFR, Alters Outlook to Neg.
JESSOPS: Enters Administration, 500 Jobs at Risk
LERNEN BIDCO: Moody's Affirms B3 CFR, Outlook Stable
OCADO GROUP: Fitch Downgrades LT IDR to B+, Outlook Stable
PARK FIRST: Investors Mull Legal Action Following Collapse

VALARIS PLC: Moody's Downgrades CFR to Caa1, Outlook Negative

                           - - - - -


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F R A N C E
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CASINO GUICHARD: Refinancing Plan Implies Add'l. Financial Costs
----------------------------------------------------------------
Albertina Torsoli at Bloomberg News reports that Casino
Guichard-Perrachon SA's refinancing plan eliminates short-term
liquidity concerns but implies additional annual financial costs
for the French retailer whose parent companies got creditor
protection six months ago, according to Bryan Garnier.

Rallye, Casino's parent company, is expected to obtain a six-month
extension of the so-called safeguard procedure, Bloomberg notes.

Stricter covenants for payment of coming dividends mean Bryan
Garnier now expects future ordinary dividend payments, seen
resuming in 2021 for the 2020 results, of around
EUR1.40-EUR1.50/share versus EUR3.12 for 2018 results, Bloomberg
discloses.

According to Bloomberg, Bryan Garnier said, "This raises serious
questions about Rallye's draft debt rescheduling plan".

To meet debt schedule of Rallye and other holdings above it, Casino
must pay more than EUR400 million of dividends per year from 2023
onwards, while Bryan Garnier's estimates now point only to around
EUR160 million, Bloomberg states.

Headquartered in France, Casino Guichard-Perrachon SA operates a
wide range of hypermarkets, supermarkets, and convenience stores.



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G E R M A N Y
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TECHEM VERWALTUNGSGESELLSCHAFT: S&P Affirms B+ ICR, Outlook Now Neg
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Verwaltungsgesellschaft
674 mbH (Techem) to negative from stable, reflecting limited
headroom under its current rating thresholds because increased
implementation costs could impair Techem's ability to reduced
adjusted leverage to less than 7.5x over the next 12 months. S&P
affirmed itd ratings, including its 'B+' long-term issuer credit
rating, on the company.

S&P said, "The outlook revision reflects our view that Techem's
credit metrics will be weaker than we forecast in fiscal 2020.   We
now expect adjusted debt at close to 8x compared with our
expectation of leverage declining to around 7x by year-end.
Elevated debt will likely follow lower organic growth and higher
implementation costs (resulting from implementation of optimization
programs) and capital expenditures due to increased investment
requirements relating to the company's new value creation program,
Energize T. This will result in free operating cash flow to debt
declining to 2%-3% as of fiscal year-end 2020 from our prior
expectation of 4% to 5%."

S&P's issuer credit rating also reflects Techem's leading market
share.   The rating further reflects long-standing experience in
the stable German heat and water sub-metering market and benefits
from long-standing customer relationships. However, the company is
relatively small and niche-focused, with limited geographical
diversification.

Organic growth in its German market is constrained by a high degree
of market saturation, and changing regulation will require material
investment.   Techem has maintained its market share in energy
services in Germany, however further organic growth is limited. The
company has focused on international expansion (partially fuelled
by the ongoing implementation of the European Energy Efficiency
Directive [EED]) and diversifying into adjacent services such as
installed smoke detectors in Germany, which are legally required.
Nevertheless, we anticipate that revenue growth in fiscal 2020 will
be limited, at 1%-2%. Further adaptations under the EED, including
options for quarterly meter-reading by October 2020 and monthly by
January 2022, result in increased capital expenditure (capex)
requirements for the company because it will have to increase the
number of installed fixed network devices to offset walk-by radio
manual readings. As a result, S&P anticipated capex in fiscal 2020
of approximately EUR140 million..

Increased implementation costs and investment requirements has
limited Techem's ability to meaningfully improve credit measures,
which remain elevated for the rating.   The company has begun to
see benefits from its optimization program, which was completed in
fiscal 2019. However, the increase in capex and investment under
the Energize T value creation program limits the headroom under the
rating, although S&P views it as credit positive for Techem's
long-term strategy.

Despite this, S&P forecasts the company will continue to generate
sufficient free operating cash flow (of about EUR100 million).
Furthermore, Techem has sufficient cash on balance sheet, which
given its track record of voluntary debt repayment, might also
support further deleveraging.

Outlook

S&P said, "The negative outlook reflects the limited headroom under
the rating thresholds from increased implementation costs following
the launch of the new value creation program, including increased
investment costs to fund new technologies. We believe that these
increased costs could impair the company's ability to reduce
adjusted leverage to less than 7.5x over the next 12 months."

Downside scenario

S&P said, "We could lower the ratings if investment costs remain
elevated over a sustained period or if efficiency gains do not
materialize, such that free operating cash flow falls meaningfully
below EUR100 million in 2020 and adjusted debt remains
significantly above 7.5x by fiscal year-end 2021."

Upside scenario

S&P could revise the outlook to stable if the company generates
sufficient revenue growth and efficiency gains such that adjusted
leverage trends below 7.5x, while sustaining free operating cash
flow levels.

Company Description

Founded in Germany in 1952, Techem is an international energy
service provider for the real estate sector, in particular for
property managers, and housing associations.

The primary business is submetering services for multiunit
residential buildings--the measurement of heat and water
consumption of individual units and the usage-based allocation of
heat and water costs to individual tenants.




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I R E L A N D
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ARBOUR CLO VII: Fitch Assigns BB-(EXP) Rating on Class E Debt
-------------------------------------------------------------
Fitch Ratings assigned Arbour CLO VII DAC expected ratings.

The assignment of final ratings is contingent on receipt of final
documents conforming materially to information already reviewed.

RATING ACTIONS

Arbour CLO VII DAC

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;    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

Class M;    LT NR(EXP)sf;   Expected Rating

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

TRANSACTION SUMMARY

Arbour CLO VII DAC is a cash flow collateralised loan obligation
(CLO). Net proceeds from the notes will be used to purchase a
EUR400 million portfolio of mainly European leveraged loans and
bonds. The transaction will have a 4.5-year reinvestment period and
a weighted average life of 8.5 years. The portfolio of assets will
be actively managed by Capital Management (Europe) LLP.

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the
'B+'/'B' category. The Fitch-calculated weighted average rating
factor (WARF) of the underlying portfolio is 30.9.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-calculated weighted average recovery rate (WARR) of the
identified portfolio is 65.6%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% 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 obligor concentration.

Portfolio Management

The transaction will feature 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, as well as 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 class E notes and a downgrade of up to two
notches for the other 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.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.



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I T A L Y
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CMC DI RAVENNA: Creditors' Meeting Moved to March 11, 2020
----------------------------------------------------------
Andrea Ferri, Antonio Gaiani and Luca Mandrioli, the Judicial
Commissioners of the proceeding CP no. 14/2018, notify that the
Court of Ravenna, having taken note of the intention of the
applicant C.M.C. di Ravenna Soc. Coop. to introduce some
improvements to the Arrangement with Creditors proposal lodged on
May 29, 2019, with its decree dated September 27, 2019, ordered
postponement of the meeting of Creditors pursuant to Art. 174
Bankruptcy Law -- originally set for November 13, 2019 -- to March
11, 2020 at 10:00 a.m.

CODAP: Jan. 15 Bid Submission Deadline for Brazilian Unit Stake
---------------------------------------------------------------
The bankruptcy procedure of Co.Da.P. Cola Dairy Products S.p.A.
(no. 339/2014, Bankruptcy Judge Ms. Livia De Gennaro, Receivers Mr.
Livio Persico and Mr. Massimo Di Pietro), pending before the Court
of Naples, intends to place on sale the shareholding, amounting to
a nominal R$12,987,000, equal to 99.90% of the share capital of
CODAP BRASIL Ltda, a Brazilian company, based in Sorocaba - SP
(Brazil), Av. Vela Olimpica 1000, having as its primary purpose the
production of vegetable cream under its own brand and third party
brands.

The sale will occur, in the state of fact and law in which the
shareholding is found, at the starting price of EUR23,642,520;
however, bids made for a fee not lower than 75% of the starting
price will be deemed effective.

The sale excludes any guarantee from the sellers such as guarantees
regarding the systems and machinery, contingent liabilities, asset
write-downs or capital losses, or any guarantee for defects or lack
of quality or for lack of, late or conditional issuance of any
authorization for the exercise of the business activity.

The guarantee exclusion also includes the outcome of the pending
dispute with the minority shareholder, owning 0.1%; a dispute whose
outcomes for the procedural bodies permit the sale of the
shareholding.  Details of that dispute will be provided, along with
documentation on the Brazilian company, in a specific
data room which may be accessed by the interested parties subject
to accepting a strict confidentiality obligation.

Bids must be secured by way of bankers' drafts issued by an Italian
bank, to the order of the Bankrupt Company 339/2014 CO.DA.P. Cola
Dairy Products SpA, in an amount equal to 10% of the price offered,
under penalty of ineffectiveness.

Bids must be filed, again under penalty of ineffectiveness, by and
not beyond 12:00 p.m. on January 15, 2020, at the Chancellery of
Ms. Livi De Gennaro, located at the Court of Naples - Bankruptcy
Section, in a sealed envelope on the outside of which the recipient
Clerk of the Court must note the name, subject to identification,
of those materially filing the bid and the other indications in
respect of the forms established by the final paragraph of Art. 571
of the Italian Civil Procedure Code.

Bids must be prepared in Italian or, if prepared in another
language, must be accompanied by a sworn translation in Italian
which will be relied upon in the event of a contrast between the
two texts; any attached documents in another language must be
accompanied by a sworn translation in Italian.

The hearing to examine the bids will be held on January 16, 2020,
at 12:00 p.m. at the Court of Naples - Bankruptcy Section, in the
courtroom of the Judge Livia De Gennaro.

If several bids are received, an auction will be held between them
based upon the bid having the highest overall price; the minimum
raised bids will be for EUR200,000.00.

The bidder making the highest overall bid will be the winner.  The
best bidder must, within 10 days of the hearing, deliver to the
Bankruptcy Company further banker's drafts, to supplement the
deposit already paid, up to the amount of 10% of the final price.
If bids are filed but none of the bidders attend the hearing, the
bid having the highest price will be considered.

If the auction is won, the deposit paid, net of any taxes and
costs, will be allocated to the fee offered and the residual price
must be paid within ninety days from the same.

At the outcome, the transfer will be pursued in the forms required
for the purpose of validating and publishing the transfer in the
State of Brazil, in which the Company has its registered office.

All costs and charges, even for taxes and levies, will be paid by
the winning bidder; the only exception shall be the fee -- which
will, on the other hand, be borne by the Bankrupt Company -- to be
paid by the Brazilian law firm, already identified for the purpose
by the bankruptcy bodies, which will complete the necessary
fufilments for the recognition in Brazil of all acts related to the
aforementioned sale.

If the price is not paid, or the deposit is not supplemented in the
assigned timeframe, the sums paid as a deposit will be retained on
a final basis by the procedure by way of a fine.  In that case, the
winning bidder will declared to have forfeited its bid by the
Bankruptcy Judge; if a new competitive sale produces lower
proceeds, it must pay the difference as provided by Art. 587, II
paragraph of the Italian Civil Procedure Code.

The deposits paid by the other losing bidders will be returned.

This Notice does not constitute an offer to the public pursuant to
Art. 1336 of the Italian Civil Code or a solicitation of public
savings pursuant to Art. 94 et seq. of Italian Legislative Decree
no. 58 dated February 24, 1998.  The publication of this Notice,
along with the receipt of bids, does not involve for the sellers
any obligation or commitment of sale.

For any further information, the interested parties may send a
request, by certified email, to the following address:
naf3392014@procedurepec.it.

A copy of the identification document of the applicant natural
person or the legal representative of the applicant company must be
attached to the communication.

The submission of bids implies unconditional acceptance of the
entire content of this notice.


OFFICINE MACCAFERRI: Moody's Downgrades CFR to Caa3, Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Officine Maccaferri S.p.A. to Caa3 from Caa1, and its probability
of default rating to Caa3-PD from B3-PD. Concurrently, Moody's has
downgraded to Caa3 from Caa1 the rating of the EUR190 million
senior unsecured notes due June 2021 issued by Maccaferri. The
outlook changed to negative from stable.

"The downgrade to Caa3 with a negative outlook reflects a further
deterioration in Maccaferri's liquidity due to delays in the debt
restructuring process pursued by its parent company, exacerbated by
a weak operating performance in the first nine months of 2019,"
says Donatella Maso, Moody's lead analyst for Maccaferri. "As a
result, the risk of default because of missed payment or distressed
exchange in the coming months is very high," adds Ms. Maso.

RATINGS RATIONALE

The downgrade of Maccaferri's ratings to Caa3 reflects the negative
implications that the delays in the restructuring process of its
ultimate parent - SECI S.p.A. - is having on the company's
liquidity and strategic plans. The timeline of this process has
been extended and the restructuring plan shall now be submitted to
court on or before January 3, 2020. The search for a strategic
partner that could inject equity into Maccaferri and the potential
refinancing of the 2021 bond have been put on hold until the court
approval is granted.

More importantly, Maccaferri's access to external financing has
become and will likely remain severely constrained as a result of
SECI's restructuring, resulting in a deterioration of its already
weak liquidity position. Maccaferri relies on short-term
uncommitted bank facilities and supply chain financing instruments,
including factoring and reverse factoring. According to the
company, in the third quarter of 2019 it was unable to extend EUR20
million of credit and factoring lines. In addition, Maccaferri
faced shorter payment terms requested by its suppliers and a
reduced use of reverse factoring.

As a result, as of September 30, 2019, the company's cash balances
eroded to EUR28 million from EUR56 million as of December 31, 2018.
This cash balance is materially smaller than the EUR82 million of
short-term debt. In addition, the company has to pay EUR5.5 million
interests on its EUR190 million notes due 2021 in December and
June. Maccaferri's liquidity position is especially weak in Italy,
where the company had only EUR3 million of cash and EUR7 million of
available credit lines as of the same date. Moody's also notes that
Maccaferri's EUR35 million factoring line, which was the company's
only source of committed financing, has only been extended on an
uncommitted basis.

These factors create significant uncertainty over the company's
ability to manage its liquidity in the first quarter of 2020, given
that the first quarter of the year is typically characterized by
near-zero funds from operations and around EUR30 million of net
working capital absorption.

Maccaferri's operating performance significantly deteriorated in
the first nine months of 2019, with a 32% year-on-year drop in
reported EBITDA, mainly driven by the loss of high-margin sales of
defense products in the US and underperformance across Latin
America and EMEA markets. As a result, Moody's expects that the
company's leverage (measured as Moody's-adjusted gross debt to
EBITDA ratio) will rise to 7.5x in 2019 from 6.1x in 2018 and its
interest coverage (measured as Moody's-adjusted EBIT to interest
expense ratio) will weaken to 0.7x from 1.3x over the same period
(2018 metrics exclude non-trading-related one-off items). In
Moody's view, this deterioration in credit profile poses additional
challenges to the company's ability to execute a timely and
cost-effective refinancing of the 2021 bond.

The rating action incorporates material governance considerations
affecting Maccaferri's credit profile, including (1) the fact that
Maccaferri's parent company is undergoing a debt restructuring,
which translates into a weakening of the company's liquidity due to
growing risk aversion of its creditors; and (2) the company's
aggressive liquidity management, which creates an elevated risk of
debt restructuring.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects a heightening risk of near-term
default on upcoming debt payments or service obligations, as a
result of continuing deterioration in the company's liquidity
profile.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The ratings could be downgraded if the company fails to make
debt-related payments within the applicable time periods, or if
Moody's expectations of expected losses for the company's creditors
become higher than those implied by the Caa3 CFR.

Upward pressure on the ratings is unlikely in the short term but
could arise if the company (1) restores its liquidity position,
including the company's ability to arrange external credit
facilities and supply chain financing, and boosts its depleted cash
cushion; (2) successfully completes the search for a strategic
partner that provides equity and allows the refinancing of the 2021
bond; and (3) demonstrates signs of improving its operating
performance.

LIST OF AFFECTED RATINGS

Issuer: Officine Maccaferri S.p.A.

Downgrades:

Long-term Corporate Family Rating, Downgraded to Caa3 from Caa1

Probability of Default Rating, Downgraded to Caa3-PD from B3-PD

Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 from
Caa1

Outlook Action:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials published in May 2019.

COMPANY PROFILE

Officine Maccaferri S.p.A., incorporated in Bologna, Italy, is a
leading designer and manufacturer of environmental engineering
products and solutions, with a global footprint. It reports under
four divisions: the Double Twist Mesh products, the Geosynthetics
polymer materials, the Rockfall and snow protections nets and the
Other Products division, which includes a range of tunneling and
wall reinforcing products, as well as engineering solution services
and wire products. For the twelve months ended September 30, 2019,
the company reported revenue of EUR513 million and EBITDA of EUR37
million.



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K A Z A K H S T A N
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TECHNOLEASING LLC: Fitch Assigns B- Sr. Unsec. Bond Rating
----------------------------------------------------------
Fitch Ratings assigned Kazakhstan-based TechnoLeasing LLC's first
local currency senior unsecured bond issue a 'B-' rating in line
with its Local-Currency Issuer Default Rating.

TL is a small leasing company operating in Kazakhstan that focuses
on leasing agricultural equipment. Its portfolio is concentrated by
lessees and industries. The IDRs reflect TL's small franchise,
elevated refinancing risk and concentrated business model. TL's
ratings also reflect a track record of acceptable performance and
access to government subsidized funding.

The bonds represent direct, unsubordinated and unsecured
obligations of TL. The proceeds will be used mainly to finance new
leasing deals.

KEY RATING DRIVERS

The senior unsecured bond issue's rating is equalised with TL's
Long-Term Local-Currency IDR, reflecting Fitch's view that the
likelihood of default on the senior unsecured obligation is the
same as that of the entity with average recovery prospects as
reflected in the 'RR4' Recovery Rating.

RATING SENSITIVITIES

The issue rating is likely to move in tandem with TL's Long-Term
Local Currency IDR. The senior unsecured debt rating could be
downgraded in case of a marked increase in the proportion of
pledged assets, potentially resulting in lower recoveries for the
unsecured senior creditors in a default scenario.



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L U X E M B O U R G
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ATENTO LUXCO: Fitch Affirms 'BB' LT IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings affirmed the Long-Term Foreign-Currency Issuer
Default Rating for Atento Luxco 1 S.A. at 'BB'/Outlook Stable.
Fitch has also affirmed Atento Luxco's USD500 million senior
secured notes at 'BB' and Atento Brasil S.A.'s long-term national
scale rating at 'AA(bra)'/Outlook Stable.

The ratings reflect Atento's strong business position, scale and
operating expertise as the fourth-largest player in the global
customer relation management and business process outsourcing
industry, with a well-established long-term client relationship and
moderate geographical diversification. Atento's business position
enables the company to support EBITDAR margins at adequate levels
for the industry, while FCF should be close to breakeven in
2019-2021. Fitch also expects the company to keep a moderate net
adjusted leverage around 3.0x, as well as a manageable debt
maturity profile and adequate liquidity position.

The ratings are tempered by the moderate to high-risk industry
profile, which has been challenged by technological evolution that
somehow limits CRM growth perspectives. The analysis also
incorporates the negative client concentration of its revenue; the
lack of minimum volumes in contracts; and the intense competition.

Atento Luxco's Country Ceiling is 'A-', equal to the lowest country
ceiling from the group of countries where Atento operates, for
which the sum of total local currency and hard currency cash flow
generation is sufficient to cover hard currency gross interest
expense in Fitch's forecast horizon, in accordance with Fitch's
"Non-financial Corporates Exceeding the Country Ceiling Rating
Criteria".

The agency has also incorporated in the analysis its 'Parent and
Subsidiary Rating Linkage' criteria and considers the legal,
operational and strategic ties between Atento Luxco and Atento
Brasil as strong, suggesting that their ratings are equivalent.
Fitch also evaluates the standalone credit profile of Atento Brasil
similar to the one presented by Atento Luxco, which would also lead
to the current ratings.

KEY RATING DRIVERS

Medium to High Risk Sector: Atento operates in the CRM/BPO segment,
which has a medium to high risk stance, in Fitch's view.
Competition is intense, clients tend to diversify outsourcing
providers to avoid being dependent on one supplier, and players
have high customer concentration, especially on large financial
institutions and telecommunication carriers. Most of the contracts
have no minimum volumes, which add volatility to results. The
industry presents high operating leverage, driven by salaries and
rent costs, where a permanent reduction in volumes, which demands
capacity adjustments, usually result in heavy labor and rent
related severance payments. Additionally, charging fines from
contracts suspensions with large clients has historically been
difficult.

Challenging Long-Term Trends: Fitch expects margins and top line
growth to remain pressured by technology changes and market
dynamics that have altered the contact center service industry
structure, as companies develop in-house solutions and digital
channels to replace CRM traditional voice services. The industry
revenue model, still based on workstations (WS), is on a declining
trend as voice service is gradually losing share for more efficient
digital channels, where the same attendant can interact with
multiple consumers at the same time. To cope with these changes,
Atento is challenged to improve its BPO service offering next
generation services and is increasing its portfolio of middle
market companies, where CRM services are still under penetrated,
mainly in Latin America. Geographical diversification, high-value
service portfolio and technological leadership may attenuate the
impact of such changes.

Strong Competitive Position: Atento's business profile benefits
from proven operating expertise, long-term customer relationships,
high contract renovation rates and a robust scale, which supports
the company's strong competitive position. Atento is the largest
provider of CRM and BPO services in Latin America and is one of the
top five players globally based on revenues. Fitch believes Atento
has a 16% market share in Latin America and 25% in Brazil, a
position sustained by contract renovation rates over 95% and a
loyal client base. More than 80% of clients have been with the
company for over five years. The company's geographical
diversification helps smooth the impact of economic deceleration in
a particular market and enables it to exchange solutions and
services among the countries where it operates.

High Customer Concentration is Negative: Fitch believes client
concentration is one of Atento's main risks. In this industry, the
top 10 clients easily surpass 70% of revenues, of which some have
very strong bargaining power to settle commercial terms. Although
the relevance of Telefonica Group (Telefonica S.A.; BBB/Stable) to
Atento's revenues has reduced in the last few years, it is still
high and represents approximately 34% of total revenue. Fitch views
this reduction as positive as it gradually reduces client
concentration risk. Telefonica's public intention is to spin-off
its Hispam operations (Chile, Mexico, Colombia, Peru, among others)
and focus in Brazil, Spain, Germany and the UK. Atento's revenues
from Telefonica in Hispam countries reached USD247 million or 14%
of the total sales. Fitch believes this risk is partially mitigated
by the Master Service Agreement (MSA) with Telefonica, which
guarantees an inflation-adjusted revenue stream until 2021 (2023 in
Brazil and Spain).

FCF Close to Breakeven: Fitch expects Atento to present growing
operational cash generation in the medium-term despite of the
reduction in 2019 and the challenging sector environment. The base
case scenario for the company results in USD183 million of EBITDAR
and USD45 million of cash flow from operations (CFFO) in 2019 and
USD188 million and USD70 million, respectively, in 2020, with
EBITDA margins around 10.5%, still pressured by the transition from
traditional services to next-generation products such as back
office, multichannel and high value voice. In 2019, results should
be pressured by non-recurring expenses in adjusting excess capacity
to lower volumes of legacy services. FCF should be negative USD25
million in 2019 and USD5 million in 2020. Base case projections
incorporate investments of USD69 million and USD72 million in the
period. In 2018, Atento generated EBITDAR of USD253 million and
CFFO of USD68 million.

Brazilian Performance Remains Crucial: The Brazilian operation is
strategically important for Atento, contributing to approximately
49% and 61% of the LTM revenues and EBITDA, respectively, and
driving the overall group's performance. Fitch expects the country
to remain the most important market for Atento during the next
three years, delivering margins at the low double digits range. In
the first nine months of 2019, the country reported EBITDA margin
of 11%, outpacing the 9% registered in the Americas and 8% in EMEA.
Fitch's forecast of 2% GDP growth for the country in 2020 tends to
have a positive effect for CRM/BPO providers in terms of service
demand.

Moderate Leverage: Fitch forecasts Atento to maintain net leverage
around 3.0x in 2019-2021, which is consistent with the current IDR
within the industry. Net debt is expected to remain near USD590
million over the next three years, under IFRS16. In the LTM ended
Sept. 30, 2019, total and net leverage ratios reached 4.0x and
3.4x, respectively.

DERIVATION SUMMARY

Atento has delivered EBITDA margins of around 10%, pressured by
non-recurring items, materially lower than the ones reported by
other players such as Teleperformance (not rated), which perform
within the 18%-21% range and have been benefited by technological
solutions that required few workstations.

Atento should present negative to neutral FCF and leverage and
liquidity ratios commensurate with the 'BB' ratings. Compared with
Natura (BB/Watch Negative), Atento has higher business risk,
balanced by a more conservative capital structure and marginally
better liquidity position. Natura operates in a market where brand
recognition matters, and where price competition is less intense.
Natura also has higher operating margins and a diverse consumer
base. The Negative Watch follows the announcement of the MoU to
acquire Avon. Atento's credit quality is commensurate with JSL's
(BB/Outlook Negative), which continues to reflect its strong
business profile, supported by a leading position in the Brazilian
logistics industry and diversified service portfolio. Both have
resilient operating performance over the last years, despite the
recession and more recently sluggish economic growth in Brazil. JSL
Outlook Negative incorporates the challenge to reduce persistent
high leverage ratios due to ongoing strong growth strategy.

KEY ASSUMPTIONS

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

  -- Number of workstations (WS) around 92,000 from 2019 until
2021;

  -- EBITDA margins between 10%-11%;

  -- Capex at 4% of net revenues;

  -- No dividends in 2019 and a pay-out rate of 25% in 2020.

RATING SENSITIVITIES

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

An upgrade is unlikely in the short term. However, in the medium
term, a reduction of customer concentration from Telefonica
(BBB/Stable) to less than 20%, without compromising revenues and
net leverage sustainably below 2.5x could lead to a positive rating
action. Fitch's perception that sector risks have stabilized and
Atento's expansion on value-added solutions that reflect in better
consolidated margins and higher switching costs for clients could
also lead to an upgrade.

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

  -- Increase in net leverage above 3.5x, on a sustained basis

  -- Deterioration in group's liquidity profile;

  -- EBITDA margins below 10%, on a sustained basis;

  -- Weakening of Telefonica's credit profile.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Atento has an adequate liquidity position and
reasonable financial flexibility. Fitch believes Atento will remain
committed to proper liability management to mitigate refinancing
risks related to its bullet senior secured bonds, due in August
2022, and to a solid liquidity profile going forward, with a
cash-covered ratio near 2.0x. On Sept. 30, 2019, the company had
cash and marketable securities of USD105 million and total debt of
USD713 million, of which USD128 million was due in the short-term.
Liquidity is reinforced by USD103 million from three committed
revolving credit facilities, proven access to debt and equity
markets, and established bank relationships. Fitch expects Atento
to refinance short-term debt maturities as FCF should be at
breakeven.

In September 2019, Atento's total debt was composed of the senior
secured bond of USD493 million (69%) due August 2022, financial
leases of USD148 million (21%), and bank borrowing and others of
USD71 million (10%). Since the end of third-quarter 2019, Atento
raised an additional USD100 million of the 2022 notes. Currency
mismatch risks, related to its senior secured bond, are mitigated
by fully hedged coupon payments; however, principal is not hedged.
The numbers used in this analysis are based on the ultimate parent
company Atento S.A.'s consolidated financial statements.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch considers the net value of derivative financial instruments
present in the balance sheet as debt.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. This indicates 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.



=============
R O M A N I A
=============

[*] HIDROELECTRICA: Gov't Plans to List Stake on Stock Exchange
---------------------------------------------------------------
SeeNews reports that Romania's new government formed by National
Liberal Party (PNL) aims to list stakes in state-owned hydro power
producer Hidroelectrica and savings bank CEC on a stock exchange
within a year, finance minister Florin Citu said.

"We talked before about Hidroelectrica listing, the project is
quite advanced now and it is included in the PNL governing program.
Besides this, I added CEC to the list, and I will see these
projects through," SeeNews quotes Citu as saying during a talk-show
on national TV station Digi24 on Nov. 24.

According to SeeNews, the finance minister said at least 20% of CEC
Bank will be listed within a year.

"Listing means transparency.  We want to have a true state bank,
but one which is able to compete with other banks," Citu, as cited
by SeeNews, said.

An economic adviser to prime minister Ludovic Orban said earlier in
November that the government aims to list stakes in CEC,
Hidroelectrica and Bucharest Airports National Company (CNAB) on
the Bucharest Stock Exchange, SeeNews recounts.

CEC, currently Romania's seventh largest bank, booked a gross
profit of RON433 million (US$101 million/EUR91 million) in 2018,
SeeNews discloses.  At the end of October, the European Commission
approved Romania's plan to recapitalize CEC Bank with EUR200
million (US$221.8 million), after establishing that the move does
not represent a breach of the EU's state aid rules, SeeNews
relays.

Hidroelectrica exited insolvency in April 2017, which paved the way
for the company's listing on the Bucharest Stock Exchange expected
to be the biggest in Romania's history, SeeNews relates.  The
initial public offering of a 15% stake in Hidroelectrica is
expected to raise EUR1 billion, the court-appointed administrator
of the company said at the time, SeeNews notes.




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

CARCADE LLC: Fitch Places B+ LT IDR on Rating Watch Positive
------------------------------------------------------------
Fitch Ratings placed Carcade LLC's Long-Term Issuer Default Ratings
of 'B+' on Rating Watch Positive following an announcement that
Gazprombank group is seeking to acquire the company.

KEY RATING DRIVERS

The rating action follows the recently announced plans of Carcade's
current shareholder, Poland-based Getin Holding S.A.(GH), to sell
its 100% stake in Carcade to Russian state-controlled Gazprombank
JSC (BBB-/Stable/bb). Media reports have named two
fully-consolidated subsidiaries of GPB (Gazprombank Leasing JSC and
Novfintech LLC) as likely buyers. The Watch Positive reflects the
potential positive impact of institutional support from a new
ultimate shareholder should the acquisition complete as planned.

Upon the proposed ownership change, Fitch would seek to clarify the
new shareholder's strategy with respect to Carcade, its level of
importance to the group, planned governance and integration to
assess GPB's propensity to provide support. The strong ability of
GPB to support is underpinned by its own likely access to state
support given its control by the state and high systemic importance
to the Russian banking sector.

The 'B+' IDRs of Carcade are currently driven by its standalone
creditworthiness. Its reported gross debt/tangible equity ratio was
comfortable at 5.0x at end-2Q19. However, leverage adjusted for
equity investment in affiliated Belarussian Idea Bank (19% of
equity at end-2Q19) was a higher 6.3x. Positively, Fitch expects
pressure from non-core assets on Carcade's capitalisation to
recede, since GH is to buy out Carcade's equity investment in Idea
Bank prior to the sale of the company.

Carcade's credit losses have been limited by effective foreclosure
and sales of leased property. Profitability was only moderate
(return on average asset of 2%-3% in 2018-1H19), although this has
improved compared with previous periods. Refinancing risk is
contained by the short tenor of Carcade's lease book, which is
largely matched by funding maturities.

RATING SENSITIVITIES

The Watch on the Carcade's ratings will be resolved once the
transfer of ultimate ownership to GPB is completed and Fitch
concludes its assessment of GPB's propensity to provide support to
Carcade, in case of need.

The IDRs could be upgraded on sufficient evidence of potential
support from the new shareholder. The magnitude of the upgrade will
depend on Fitch's perception about the strength of strategic
linkages between Carcade and GPB, as well as the latter's ability
and propensity to direct sovereign support to the company.

If no support is factored in, Fitch would assess Carcade's
standalone profile for benefits from the potential sale of non-core
assets.

The Watch could also be resolved and the ratings affirmed at the
current level if the acquisition of Carcade fails to complete.

Depending on the timing of the transaction and the availability of
information, the resolution of the Watch could extend beyond the
typical six-month horizon.

ENEL RUSSIA: Fitch Affirms BB+ LT IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings affirmed Enel Russia's Long-Term Foreign- and
Local-Currency Issuer Default Ratings at 'BB+' and removed them
from Rating Watch Negative, on which they were placed on June 11,
2019. The Outlook is Stable.

The removal of RWN follows the use of RUB12 billion of the proceeds
from the Reftinskaya GRES disposal for debt repayment. It also
reflects its expectations of no special dividends and the company
adhering to a balanced financial policy, which its Board of
Directors has to approve by early 2020.

The Stable Outlook reflects its expectation that the company will
be able to deleverage following a leverage spike in 2021 on the
back of capex in wind and recently won modernisation projects.

Fitch expects that the new renewables and modernisation projects
will largely, albeit gradually, offset the negative impact on the
company's EBITDA from the Reftinskaya sale and the phasing-out of
the thermal capacity sales under capacity supply agreements by
2021. Fitch also forecasts Enel Russia will sustain similar
business risk to PJSC Mosenergo and Public Joint Stock Company
Territorial Generating Company No. 1 via increasing scale and
stable cash flows in the medium-term.

KEY RATING DRIVERS

Debt Repayment from Reftinskaya Disposal: In October 2019 Enel
Russia repaid RUB12 billion of its debt with Reftinskaya GRES sale
proceeds. This followed a receipt of the second instalment of
RUB14.7 billion of sale proceeds from Kuzbassenergo, with the first
instalment of RUB2 billion received on August 2019. The next
instalment of RUB4 billion is expected to be received by end-2020,
bringing the total amount to RUB20.7 billion (net of VAT). Fitch
does not incorporate in its model any additional amount that might
be received as a contingent earn-out component of up to RUB3
billion within five years from the deal being closed, subject to
specific conditions.

No Special Dividends Expected: Fitch does not incorporate any extra
dividends to be paid by Enel Russia as a result of this deal,
following recent comments at the capital market's day of its parent
ENEL SpA on November 26. This, together with Enel Russia's
financial policy including capital allocation between regular
dividends and capex programme in light of the new business mix, is
subject to approval by the BoD by early 2020. Fitch expects the
company to adhere to a balanced financial policy, given its recent
debt repayment with sale proceeds and track record of low leverage
(average FFO-adjusted net leverage of 1.3x over 2015-2019). Fitch
views an investment-driven material increase in leverage in
2021-2022 as temporary. Its updated financial policy is expected to
be announced in early 2020.

EBITDA Weakness Temporary: Fitch forecasts a reduction in EBITDA
following the Reftinskaya disposal from 4Q19 and a further decline
in 2021 when CSAs for new thermal units will expire, while wind
capacity has yet to fully come on-stream. Enel Russia's financial
profile will remain supported by capacity payments under thermal
CSAs over 2019-2020, accounting for around 40% of EBITDA, as per
Fitch's estimates. However, as the 10-year payback period expires
from 2021 these CSA capacities will revert to market terms. Based
on its estimates, this would shave RUB6 billion off 2021 EBITDA,
which would be partially compensated by the capacity auctions with
set prices assuming 17% yoy growth for 2021.

Renewables, Modernisation to Offset Sale: The Reftinskaya GRES sale
will result in a temporary reduction of Enel Russia's scale (40% of
the company's capacity), making the company smaller than Mosenergo
but comparable to TGC-1. However, Enel Russia's operational mix
will shift towards cleaner energy with gas and renewables (eg
wind), gradually benefitting the company's scale. Fitch expects the
renewables and modernisation CSAs to largely offset the impact of
Reftinskaya GRES's sale and thermal CSA expiry on the EBITDA and
cash flows, in turn underpinning a strong business profile in the
medium term. Reftinskaya GRES did not participate in CSAs but its
profitability was supported by fairly cheap fuel sources.

Renewable CSAs to Replace Thermal: In 2019 Enel Russia won the
auction to build a 71MW additional wind project in Stavropol
region, in addition to two wind parks totalling 291MW. The payback
period for the company's thermal CSAs expires from 2021, while cash
inflows from wind projects will kick in over 2021-2024. This will
result in a shift of the company's business mix to renewables
projects, which are projected to account for more than a third of
EBITDA in 2022.

Higher Tariffs for Renewable CSAs: Similar to thermal generation in
Russia, the renewables CSAs envisage stable earnings and a
guaranteed return for capacity sales under the approved tariff
mechanism with a favourable base rate of return of 12%. CSA tariffs
for wind projects are almost 10x higher than capacity auction (KOM)
tariffs and 1.5x higher than existing thermal CSA tariffs. Fitch
expects the impact of thermal CSA expiration to be mostly mitigated
by EBITDA contribution from new wind units, which Fitch estimates
to average around RUB6 billion p.a. by 2024.

Supportive Regulatory Framework: During 2019 Enel Russia's units at
Sredneuralskaya and Nevinomisskaya GRESes totalling 330MW (after
modernisation 370MW) were selected at modernisation CSAs auctions
with expected commissioning over 2022-2025 and a base rate of
return of 14%. The next wave of government's commission will take
place in 2020 with capacities to be delivered in 2026. In 2020-2025
4GW will be selected annually throughout Russia. The consistent
application of the CSA regulatory framework for Russian generation
companies during the last 10 years, coupled with modernisation CSAs
and competitive capacity auctions, adds to the predictability of
Enel Russia's cash flows over 2019-2024.

Strong Financials despite Capex Spikes: Following low leverage of
1.3x on average over 2015-2019, Fitch forecasts an increase in
FFO-adjusted net leverage to over 3.5x in 2021, driven by high
capex. However, Fitch expects the company to gradually de-leverage
to below its negative rating guideline of 2.5x by 2024. Its
projections are based on a dividend payout of 65% in line with the
current policy. Its financial policy is currently under review.
Enel Russia estimates total capex for its wind projects at EUR495
million until 2024 and Fitch estimates CSA modernisation at above
RUB10 billion till 2025. Fitch expects the company to turn free
cash flow (FCF)-negative over 2019-2022, excluding the Reftinskaya
sale proceeds, and for the fixed charge coverage ratio to decline
to an average 4.0x over 2020-2024.

DERIVATION SUMMARY

Following the change in Enel Russia's operations and temporary
reduction in scale, the company's business profile will benefit
from a shift to renewables which, along with modernisation CSAs,
will support predictability of cash flows in the medium term. If
successfully implemented Fitch views its medium profile as
comparable to that of Mosenergo and TGC-1, which are both rated at
'BBB'/Stable and with a standalone credit profile of 'bbb-'. Fitch
forecasts deterioration of Enel Russia's credit metrics during the
intensive capex phase and business transformation but expect a
gradual improvement thereafter. It has a record of strong financial
performance compared with Russian peers. Enel Russia's 'BB+' rating
does not incorporate any parental support from ultimate majority
shareholder, Enel S.p.A. (A-/Stable).

KEY ASSUMPTIONS

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

  - Domestic GDP and inflation increase of 1.9% and 4.1%,
respectively, in 2020-2024

  - Net power output to remain flat over 2019-2024 (excluding the
effect of Reftinskaya sale)

  - Gas tariff indexation of around 2% p.a. over 2019-2024

  - Power price growth slightly below gas price increase p.a. over
2019-2024

  - Electricity regulated tariffs to increase below inflation p.a.
up to 2024

  - Dividends in line with current policy of 65% of net income
under IFRS

  - No special dividends as a result of Reftinskaya disposal

  - Reftinskaya's contribution for 9M19 and its removal from
forecasts from 4Q19 onwards

  - RUB12 billion debt repayment in 2019 from sale proceeds

  - Capex in line with management expectations for wind projects
and an additional Fitch estimate of above RUB10 billion for
recently won CSA modernisation projects till 2025

RATING SENSITIVITIES

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

  - Successful implementation of business transformation and
completion of wind and modernisation projects leading to a recovery
in EBITDA

  - Continuous track record of a supportive regulatory framework,
coupled with Enel Russia's strong financial profile and disciplined
financial policy resulting in FFO-adjusted net leverage declining
below 2.0x (2018: 1.2x) and FFO fixed charge cover rising above
6.0x (2018: 7.7x).

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

  - Generous dividend distributions and/or an ambitious capex
programme leading to a weakening of the financial profiles with
FFO-adjusted net leverage rising above 2.5x and FFO fixed charge
cover falling below 5x on a sustained basis.

  - Negative FCF on a sustained basis.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity, No FX Debt: Enel Russia has comfortable
liquidity, with cash of RUB6.1 billion and mostly uncommitted
unused credit facilities of RUB65 billion (available for more than
a year, including committed RUB25 billion of wind project
financing) against short-term debt of RUB8.7 billion at end-9M19.
Under its RUB40 billion of credit facilities Enel Russia does not
pay commitment fees, which is common practice in Russia. The credit
facilities include loan agreements with the largest local banks,
international bank subsidiaries and an international development
bank. Fitch expects funding from these banks to be available to the
company. Enel Russia has repaid all of its remaining
foreign-currency-denominated debt, and its debt is fully
denominated in Russian roubles. Moreover, the company continues to
hedge most of its foreign-currency 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.



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

PIOLIN BIDCO: S&P Assigns 'B-' Long-Term ICR, Outlook Positive
--------------------------------------------------------------
On Dec. 9, 2019, S&P Global Ratings assigned its 'B-' long-term
issuer credit rating to Parques Reunidos' parent company Piolin
BidCo S.A.U., and its 'B-' issue-level rating and '3' recovery
rating to the term loan B (TLB).

The assignment of S&P's ratings on Parques Reunidos follows the
announcement on April 26, 2019, that investment firm EQT
Infrastructure, together with existing shareholders Corporacion
Financiera Alba and GBL, have agreed to launch a voluntary takeover
bid for Parques Reunidos. GBL and Alba rolled over their 44.2%
stake, so the takeover effectively concerned the 55.8% of the
remaining share capital.

The financing package includes a new EUR970 million-equivalent TLB
and EUR200 million revolving credit facility (RCF), issued by the
parent company, Piolin BidCo, along with equity of EUR1.04 billion,
which comprises ordinary shares. Piolin BidCo owns 99.55% of shares
capital of Parques Reunidos and the remaining 0.45% is owned by
minorities interests. EQT Infrastructure expects to own about 52%
in Piolin BidCo; Alba, 25%; GBL, 23%.

S&P said, "From a business risk perspective, we assess positively
Parques Reunidos' well-diversified portfolio of leisure parks in
terms of geography, brands, and type; its leading position in the
leisure parks industry, especially in Europe; and its healthy S&P
Global Ratings-adjusted EBITDA margin of about 30%. We also value
the positive structural growth drivers in the industry and the
relatively high barriers to entry, which we believe somewhat
protect Parques Reunidos' competitive position."

However, Parques Reunidos' operations are highly seasonal, with
about 90% of its EBITDA generated in the summer months, and it has
meaningful exposure to event risks--mainly related to weather,
safety, and epidemics--as most of its leisure parks are located
outdoors. In addition, the company's business model has high
operating leverage due to a relatively high proportion of fixed
costs. This has resulted in variability of EBITDA and margins.

S&P views Parques Reunidos' new capital structure as highly
leveraged, and expect adjusted debt to EBITDA to reach about 6.7x
in 2019. This includes operating leases of EUR160 million and
financial leases of EUR65 million, and assumes that the RCF is
drawn by EUR40 million at year-end 2019.

Parques Reunidos has underperformed since its IPO in 2016 because
it faced exceptional events such as adverse weather and terrorist
attacks, and embarked on a number of acquisitions that diverted the
management team's attention. Nevertheless, the company's new
shareholders have designed a turnaround strategy, which S&P views
favorably, to improve the performance of the company's core
business through digitalization, marketing, and pricing
initiatives; integration of the latest acquisitions; and,
importantly, exertion of greater discipline over cash investments
and returns on capital.

S&P said, "At the same time, we are aware of the execution risks
linked to this turnaround plan and expect it to entail material
cash costs and investments, meaning subdued free operating cash
flow (FOCF) generation over at least the next 18 months.

"The positive outlook reflects our expectation that Parques
Reunidos will execute its turnaround strategy focused on improving
its core business through digitalization, marketing, and pricing
initiatives, along with the integration of its latest
acquisitions."




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

SIG COMBIBLOC: S&P Alters Outlook to Positive & Affirms 'BB+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Switzerland-domiciled
aseptic carton packaging manufacturer SIG Combibloc Group AG (SIG)
to positive from stable. At the same time, S&P affirmed its 'BB+'
long-term issuer credit rating and issue ratings.

A change in SIG's financial policy paves the way for improved
leverage. The outlook revision reflects S&P's review that reduced
financial sponsor influence and continued positive FOCF will result
in leverage of less than 3.5x and FFO to debt of more than 25% over
the next 12 to 18 months.

In recent months, Onex gradually reduced its ownership stake in SIG
to 32% from 51%.

S&P said, "We believe SIG will continue to pursue more moderate
financial policies as a publicly traded company. SIG targets net
debt to EBITDA of toward 2.0x (excluding S&P Global Ratings'
adjustments) in the medium term.

"We expect positive FOCF of up to EUR160 million over the next
12-18 months. Despite higher capital expenditure (capex) to fund
capacity expansions, we expect SIG's FOCF will improve by year-end
2019, because of lower interest costs and improvement in EBITDA.
Following reported FOCF of about EUR40 million in the first half of
2019, we anticipate FOCF of EUR150 million-EUR160 million by
year-end 2019, thanks to a seasonally strong second half.

"SIG's strong market share, proprietary technology, and organic
growth in the emerging markets of Asia-Pacific and North America
support our assumption of above-average EBITDA margins of about
27%. Over the next few years, we expect SIG to benefit from its
continued expansion into emerging markets such as China and India."
Aseptic packaging allows beverages and liquid food to maintain
their taste, appearance, and nutritional qualities for up to 12
months without the use of refrigeration or preservatives. SIG's
products are therefore well suited to emerging markets, which may
lack stable end-to-end cold-chain infrastructure.

S&P said, "The positive outlook on SIG reflects the
at-least-one-in-three likelihood that we could raise the rating
within the next 12 to 18 months if we think S&P Global
Ratings-adjusted leverage will remain below 3.5x and FFO to debt
above 25% on a sustained basis, with the company continuing to
generate material positive FOCF.

"We could raise the rating if SIG's adjusted debt to EBITDA remains
sustainably below 3.5x and achieves FFO to debt of more than 25%,
while maintaining a disciplined financial policy.

"We could revise the outlook back to stable if the group exhibited
weakening earnings, such that debt to EBITDA is above 3.5x and FFO
to debt remains below 25% on a sustained basis. This could occur,
for example, due to unexpected pressure on sales volumes caused by
a combination of a weakening macroeconomic environment, product
substitution, and direct competition, which would result in a drop
in EBITDA without a clear path to recovery."

The rating pressure may also result from SIG's unexpected departure
from pursuing a more stringent financial policy as a publicly
listed company.




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

ELEMENT MATERIALS: Moody's Affirms B2 CFR, Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service changed the outlook on Element Materials
Technology Limited, Greenrock Finance, Inc. and Greenrock Midco
Limited's ratings to negative from stable. At the same time,
Moody's has affirmed Element's B2 corporate family rating, B2-PD
and Probability of Default rating, and the B1 senior secured rating
on the first lien facilities held by Greenrock Finance, Inc. and
Greenrock Midco Limited.

RATINGS RATIONALE

The change in outlook mainly reflects the slower-than-expected
improvement in Element's Moody's adjusted free cash flow
generation, which is now expected to remain negative for the fiscal
year ended December 31, 2019, driven by higher than expected
exceptional costs and subdued market conditions in certain core
markets that have impacted revenue growth. Following the completion
of the Exova integration, Moody's expects a significant reduction
in exceptional costs going forward, although given the group's
acquisitive strategy, Moody's still expects some to be incurred
every year.

Element's leverage, as measured by Moody's-adjusted debt/EBITDA,
remains elevated at 6.6x based on the last twelve months ended
September 30, 2019, pro forma for the recently announced increase
in second lien and PIK debt, and the completion of the acquisitions
that those transactions will finance.

Element's rating continues to reflect (1) the group's
well-established position in its niche markets, supported by high
barriers to entry into the technically demanding testing market and
significant switching costs for customers; (2) the critical and
non-discretionary nature of the group's testing services, which are
dedicated to industries with zero or low tolerance for failure; and
(3) the group's sound liquidity position.

The group's rating remains weakly positioned for the B2 category,
constrained by (1) Element's high adjusted gross leverage of 6.6x,
pro forma for the proposed transactions; (2) Element's constrained
cash flow generation because of its largely debt-funded M&A
strategy, sizeable capital investments to enhance market positions
and integration costs; and (3) the cyclicality of some of Element's
end markets.

Element's ratings factor in its private equity ownership, its
financial policy, which is tolerant of high leverage, and its
history of pursuing debt-funded growth. At the same time, the group
has a well-defined acquisition strategy, good track record of
successfully integrating acquisitions and achieving operational
efficiencies. The group's tolerance for leverage is further
evidenced by the presence of the PIK note held outside the
restricted group, that although not factored into its leverage
calculations, is part of the group's capital structure.

STRUCTURAL CONSIDERATIONS

The B1 instrument rating of the First Lien Facilities, one notch
above the CFR, reflects the presence of the Second Lien Term Loan
Facility, which benefits from the same guarantee and security
package but on a second-lien basis. The B2-PD PDR is in line with
the CFR, reflecting a 50% family recovery rate typical for debt
structures that have a mix of first-lien and second-lien debt.

LIQUIDITY ANALYSIS

Moody's views Element as benefitting from an adequate liquidity
position. Moody's expects that internal FCF generation could be
constrained in the next 12 months, but the group's liquidity, pro
forma for the transaction, is supported by the group's cash balance
of $57 million and $55 million availability under its $100 million
RCF, which Moody's expects to be fully available as it has ample
headroom under its springing leverage covenant. In addition, the
group benefits from a $200 million ($120 million drawn) capital
spending/acquisition facility.

RATING OUTLOOK

The negative outlook on Element's rating reflects Moody's
expectation that free cash flow generation could remain constrained
over the next 12 months and that de-leveraging could be modest
driven by the challenging market conditions in some core markets,
notably automotive and civil works.

WHAT COULD CHANGE THE RATINGS UP/DOWN

An upgrade of the rating is unlikely over the near term, given the
negative outlook. Nevertheless, the outlook could return to stable
if the group (1) reduces leverage, such that adjusted debt/EBITDA
remains below 6.5x on a sustained basis; (2) maintains sustained
positive cash generation so that free cash flow (FCF)/debt is in
the low single digits and (3) pursues acquisitions in a prudent
manner and successfully integrates the targets into the group.

Negative rating pressure could arise if (1) Element experiences
weakness in its core segments, leading to flat revenue over a
prolonged period of time, (2) synergies are significantly scaled
back or integration costs are revised upwards, (3) Element's
leverage fails to move below 6.5x over the next 18 months, (4)
Element's liquidity position weakens or the group embarks on
additional significant debt-funded acquisitions, or (5) Element's
FCF/debt remains negative on a sustained basis.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in the United Kingdom, Element Materials Technology
Limited is an independent provider of materials and product
qualification testing, offering a full suite of laboratory-based
services focusing on the aerospace, transportation and industrials,
infrastructure and environmental, fire and building products, and
energy sectors mainly in the US and Europe. Element was acquired by
private equity firm Bridgepoint in March 2016. Temasek acquired a
minority stake in Element in July 2019.

JESSOPS: Enters Administration, 500 Jobs at Risk
------------------------------------------------
Sarah Butler at The Guardian reports that camera retailer Jessops
has called in administrators to its property arm, putting 500 jobs
at risk.

The business, which is controlled by Dragons' Den panellist Peter
Jones, has been considering a restructure for several months and
first warned it may have to call in administrators in October, The
Guardian relates.

According to The Guardian, Mr. Jones, who bought Jessops out of
administration in 2013, is thought to want to cut costs by
renegotiating rents and closing loss-making stores.  The chain has
46 outlets, The Guardian notes.

Administrators from advisory firm ReSolve were appointed to JR Prop
earlier last week, The Guardian relays.  The retailer's main
trading company, Jessops Europe, is not affected by the
administration and Mr. Jones is thought to want to keep the
business going, The Guardian states.

Jessops, The Guardian says, is thought to have called in
administrators after failing to win backing from landlords for an
insolvency process known as a company voluntary arrangement which
would have enabled store closures and rent cuts.


LERNEN BIDCO: Moody's Affirms B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed Lernen Bidco Limited's Corporate
Family Rating and Probability of Default rating as B3 and B3-PD
respectively. Concurrently, Moody's has affirmed the B2 instrument
ratings on the GBP200 million Term Loan B1, the upsized euro
denominated GBP365 million equivalent TLBs and GBP100 million
Revolving Credit Facility, all due 2025. The outlook on all ratings
is stable.

Lernen intends to increase its existing TLB by GBP53 million and
inject a further GBP62 million of new equity. Funds will be used to
repay drawings under the RCF and increase liquidity.

The rating actions reflect the following drivers:

  - The group's updated business plan includes significant
development capital expenditure to be invested in fiscal year 2020,
ended August 30, 2020, and fiscal 2021, which is expected to be
largely financed by debt.

  - As a result, Moody's adjusted free cash flow generation is
expected to be negative until fiscal 2022, and de-leveraging is
expected to be modest during the same period.

  - Liquidity and interest cover are adequate.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects the following: (i) solid
position as a larger player in a fragmented market, with a
geographically diversified portfolio of 76 schools in ten
countries; (ii) established track record of achieving revenue and
EBITDA growth through organic and acquisitive student growth and
tuition fee increases above cost inflation; (iii) barriers to entry
through regulation, brand reputation and purpose-built real estate
portfolio; (iv) strong revenue visibility from committed student
enrolments.

Conversely, the rating is constrained by: (i) high Moody's adjusted
debt/EBITDA expected to be maintained at around or higher than 8x;
(ii) aggressive debt-funded acquisition and capacity expansion
strategy and resulting lack of deleveraging and free cash flow
historically; (iii) concentration risk as the top 10 schools
represent 64% of group EBITDA; (iv) reliance on its academic
reputation and brand quality in a highly regulated environment; (v)
exposure to changes in the political, legal and economic
environment in developing markets.

Social and governance factors are important elements of Lernen's
credit profile. Lernen's ratings factor in its private ownership,
its financial policy, which is tolerant of high leverage, and its
history of largely debt-funded expansionary policy. At the same
time, the group has a well-defined acquisition and development
strategy, and a good track record of integration and completion of
development projects. The shareholders are reported to have a long
term investment horizon and have contributed equity as part of the
most recent transaction.

Education is one of the sectors identified in the Moody's social
heat map as facing high social risk. The rising demand for quality
education in emerging markets is supported by rising disposable
income amongst middle class, as well as persistent supply/demand
imbalances in the public education system as demand for highly
rated schools ordinarily outstrips supply. In this context,
Lernen's portfolio is largely exposed to emerging markets, where
some of these trends are more acute. Lernen is focused largely on
affluent local population in the majority of their countries of
operation, reflected in their relative long student tenures. Local
demand is also less exposed to economic cycles than expatriates.
Compliance with local regulations is critical in the sector and
Moody's is not aware of any issues at Lernen's schools.

LIQUIDITY PROFILE

Moody's views Lernen's liquidity as adequate. As at November 30,
2019, and pro-forma for the recent transaction, the group had
sizeable cash balances (GBP137 million) and access to an undrawn
GBP 100 million RCF. Moody's understands that c.50% of cash
balances are held largely at local operations and in some cases not
readily available to management, although can be repatriated via
dividends and will be used to fund local development projects.

STRUCTURAL CONSIDERATIONS

The B2 rating on the GBP200 million TLB and the euro denominated
GBP365 million equivalent TLB and GBP100 million pari passu ranking
RCF, one notch above the CFR, reflects its ranking ahead of the
second lien loan.

The security package provided to the first lien lenders is
relatively weak and limited to a pledge over shares, bank accounts,
and intercompany receivables, as well as guarantees from operating
companies (80% guarantor test) and a floating charge provided by
the English borrower.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that the
group's strong operating performance will continue, with visible
growth in EBITDA from both increased student numbers and tuition
fee growth. Moody's expects that the group will successfully
integrate its acquisitions into the group, and will complete its
development projects according to plan. The outlook also assumes
that liquidity will remain adequate with satisfactory interest
cover.

FACTORS THAT COULD LEAD TO AN UPGRADE

An upgrade is unlikely in the next 18-24 months given the weak
positioning of the rating in the B3/Stable category. Upgrade
pressure on the ratings could arise if Moody's adjusted debt/EBITDA
declines below 7x and free cash flow generation is positive on a
sustainable basis, with adequate liquidity.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Downward pressure on the ratings could arise if the group is (1)
not able to grow EBITDA on a sustainable basis, (2) leverage
increasing above current levels; (3) liquidity weakens, with
limited availability under the RCF; (4) EBITA/Interest falls below
1x for a sustained period of time or (5) any material negative
impact from a change in any of the group's schools regulatory
approval status.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in the UK, Lernen Bidco Limited, An indirect parent
company of Cognita Bondco Parent Plc, is an international
independent schools group offering primary and secondary private
education in 77 schools across ten countries in Europe, Asia and
Latin America. Founded in 2004, the group has rapidly grown via
acquisitions and capacity expansions, and teaches around 54
thousand K-12 private-pay students. The group is majority-owned by
Jacobs Holding AG, with minority shareholders BDT Capital Partners
and Sofina.

OCADO GROUP: Fitch Downgrades LT IDR to B+, Outlook Stable
----------------------------------------------------------
Fitch Ratings downgraded Ocado Group PLC's Long-Term Issuer Default
Rating to 'B+' from 'BB-'. The Outlook is Stable. At the same time
Fitch has affirmed Ocado's senior secured instrument rating at
'BB'/'RR2', a two-notch uplift from the IDR.

Ocado is continuing to accelerate its rapid transformation from a
UK online food-retailer to an international technology and business
service provider with a significant portion of long-term contracted
earnings. However the downgrade reflects its view of moderate
execution risks as the group transitions into an international
operator, including risks associated with timely delivery of
technology requiring significant up-front capital commitments,
which delays its assumed path to profit breakeven beyond its rating
case to 2023. While this growth will add scale and diversification
- as reflected in the announcement of a new international
partnership with Japanese retailer Aeon - and support the rating
over time, Fitch believes that refinancing risk will be high by the
time the GBP225 million senior secured bonds falls due in 2024 as
the business matures.

The Stable Outlook reflects Ocado's greater margin of manoeuvre to
execute its rapid growth strategy under a 'B+' rating, and evidence
that so far funding has been available, as reflected by the
issuance of its GBP600 million convertible bond earlier this week.

KEY RATING DRIVERS

Fundamental Business Transformation Accelerates: The rating
reflects Ocado's rapid business transformation away from a
specialist UK food retailer towards a technology and business
service provider internationally, which Fitch reflects by applying
its business service navigator framework (instead of food retail)
to assess Ocado's rating profile.

Fitch views the recent partnership announcement with Japanese
online food retailer Aeon as a further example of the rapid growth
in Ocado's technology-driven Solutions business, which is now
starting to build critical mass, with strategic partnerships
spanning Europe, North America, and Asia (Japan). However, its
downgrade reflects its view that growing scale and required upfront
investments, including the customisation of the underlying
technology for each individual retailer, increases execution risks
and near-term cash burn as the business is expected to have signed
up to 38 customer fulfillment centres over its rating horizon by
FY23 (ending December 2, 2023).

Postponed Breakeven: Fitch recognises that Ocado's Solution
business is a high-growth, capital-intensive, cash-consuming
business (at least during its investment phase). Its rating case
expects a rapid roll-out of Ocado's international contracts,
leading to strong revenue growth albeit counterbalanced by high
upfront capital investments. As new partnerships continue to be
signed, Fitch expects that the Solutions division will not generate
positive EBITDA before FY23 with positive contributions from early
projects coming on-stream in 2020 and 2021 being outweighed by
further investment needs.

M&S JV Credit-Positive: Fitch believes the creation of the JV is
credit-positive for Ocado, freeing up capital to support the
Solutions growth and ring-fencing the UK retail operations, whose
contribution to the financial performance of the business is
expected to structurally decline based on the projected growth of
the technology operations. Ocado will receive an annual fee of
around GBP75 million from the JV and will be able to continue to
test its new technologies and initiatives in the UK, such as Ocado
Zoom.

Possible Funding Requirement in 2022: Fitch forecasts negative
consolidated funds from operations (FFO) and EBITDA over the next
three years given the "start-up" phase of the Solutions division.
Ocado will incur operating costs not covered by any revenue until
the international CFCs are operating, in line with IFRS15.
Therefore, Fitch believes that Ocado's credit metrics and debt
coverage ratios over the rating horizon will not be representative
of the rating. Instead Fitch assesses opening liquidity of around
GBP1.2 billion as of December 2019 (including M&S's and convertible
bond proceeds) as adequate for the next two to three years, but the
expected cash run rate during the ramp-up phase shows a potential
additional funding requirement around 2022.

Continued Online Growth: Fitch expects Ocado's retail sales to
increase at an average of 11% over the next four years. Since 2014,
Ocado's retail sales have grown faster than traditional food-retail
competitors, due to the increasing importance of the online channel
in the UK. Fitch believes Ocado's retail growth will continue to be
constrained by capacity instead of demand, given the strong
potential of the online channel. Fitch therefore bases its retail
growth assumptions on the capacity level introduced by Ocado's new
CFC in the UK and a rebuilt Andover plant, all scheduled to be
operational by 2021.

DERIVATION SUMMARY

Fitch applies its business service navigator framework to Ocado,
away from 'Food Retail' previously, reflecting the fact that the UK
retail operations have now been ring-fenced offering no direct
recourse to Ocado's group lenders, and its view that the business
risk profile of the Solutions business will drive Ocado's credit
quality in the long term, given the accelerating growth and
investment into these operations.

Fitch assumes that Ocado Solutions, once it reaches maturity,
should exhibit a FFO margin above 10%-15%, which would be solid for
the rating. However, even by 2023, the ability to deleverage
organically from positive free cash flow (FCF), and hence the
rating, could come under pressure from continuing capital
investment requirements. On the positive side, not only would
Ocado's credit profile would benefit from a contracted revenue
base, as other business services providers such as Compass Group
PLC (A-/Stable), the business risk profile would also benefit from
low customer churn and high switching costs (a function of its
unique technology) and a diversified geographic presence. This
helps counterbalance some reliance on Kroger, as key customer and
partner.

KEY ASSUMPTIONS

  - Revenues under Ocado's Solutions business ramping up towards
GBP482 million by FY23 as a few international CFCs come live.

  - Solutions EBITDA negative over the next three years through
FY22, before turning positive at GBP45 million in FY23

  - Retail EBITDA sales (Ocado-M&S JV) rising in the low
double-digits between FY19-22 with EBITDA margin bottoming out at
3.2% in FY20 before gradually recovering thereafter. However Fitch
deconsolidates the JV as creditors have no direct recourse to this
business

  - No upstream dividends from Ocado-M&S JV, and no dividends to
shareholders from Ocado Group plc

  - Capex - net of cash fees from international CFCs - to range
between GBP200 million and GBP350 million through to FY22

  - Net cash inflow of GBP600 million from convertible bond
issuance in FY20

Recovery Assumptions:

Fitch assumes a going-concern recovery analysis, as Fitch believes
the underlying value of the technology IP, existing operations, and
share in the Ocado/M&S JV should attract buyers for the group in a
distressed scenario, even though Ocado's retail operations are
formally outside the scope of the bond's guarantors.

Ocado's going concern EBITDA is based on the first year of positive
EBITDA for the Solutions business (FY23) and 50% of FY23
Fitch-forecasted Ocado Retail EBITDA, totalling GBP93 million. This
is discounted by 50% to reflect the degree of uncertainty on
forecasting long-term EBITDA, to arrive at a post-restructuring
EBITDA figure of GBP46 million.

Fitch has applied a distressed EV/EBITDA multiple of 6.0x, which
reflects its niche position as unique technology and service
provider, also reflective of the underlying high sales growth in
Ocado Retail (under its JV with M&S).

After a deduction of 10% for administrative charges from the
post-distress EV of GBP278 million, its waterfall analysis
generates superior recovery prospects for the existing secured
creditors (GBP325 million including the existing GBP225 million
bond and GBP100 million of RCF assumed fully drawn in distress) in
the 'RR2' Recovery Rating band. In the debt waterfall Fitch treats
the GBP600 million convertible notes as subordinated due to the
absence of share pledges compared with the bank and bond debt. The
waterfall analysis output percentage on current metrics and
assumptions was 77% for the senior secured debt. This results in an
uplift of two notches from the IDR of 'B+' to arrive at the 'BB'
senior secured rating.

Its view of solid recovery expectations for senior secured
creditors is supported by the traded asset value of Ocado as
expressed in a current market cap of over GBP8.5 billion and a
limited amount of debt (GBP904 million drawn debt pro forma for the
convertible bond issuance).

RATING SENSITIVITIES

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

Fitch does not envisage a positive rating action in the near term,
reflecting the inherent execution risks associated with the rapid
transformation into a solution and business service provider. Over
time, Fitch could consider a positive rating action subject to:

  - Evidence of greater maturity in the Solutions business, with
increasing scale and diversification, and positive EBITDA
contributions and lower up-front capital investments, which would
indicate successful execution of Ocado's growth strategy

  - FFO margin at low to mid-single digits

  - Breakeven performance of the business leading to some
visibility towards an FFO adjusted leverage ratio sustainably below
5.0x

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

  - Execution risks associated with Ocado's business
transformation, such as a material underperformance in the
Ocado/M&S JV due to disruption of supply arrangements, product
offerings, and/or customer loyalty, or a delay to and/or cost
overruns in the roll-out of the investment plan, leading to a
significantly faster cash burn that anticipated in its rating case

  - Evidence of an increase in the number of new CFCs or new
capital-intensive initiatives without sufficient funding in place

  - Higher cash burn to in relation to higher costs and capex
compared with its rating case, leading to further funding needs
over its four-year rating horizon, with evidence of ready available
cash below GBP800 million in FY20 or below GBP400 million in FY21.

LIQUIDITY AND DEBT STRUCTURE

High Cash Reserves Supporting Investments: Ocado's cash position
for FYE19 is estimated to be strong and sufficient to cover
incremental capex to support the creation of international CFCs
until 2022. Fitch expects the fully consolidated Ocado Group to
retain over GBP1.2 billion of cash on its balance sheet, along with
GBP100 million of an undrawn revolving credit facility at
end-2019.

Although the current cash balance is not enough to cover the next
five years of capex and repay Ocado's senior secured notes due
2024, Fitch expects FFO to turn positive by 2023, due to the
maturing profile of the international contracts signed in 2017-19.
This should improve internal cash flow generation to support either
repayment or refinancing of the notes when they fall due.

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.

PARK FIRST: Investors Mull Legal Action Following Collapse
----------------------------------------------------------
Sabah Meddings at The Sunday Times reports that the City watchdog
faces a new headache as hundreds of pensioners prepare to take on
an alleged scam over a collapsed GBP230 million airport parking
spaces scheme.

According to The Sunday Times, investors in Park First, which sold
spaces at Gatwick and Glasgow airports, are due to meet this week
to plan a legal fight against the founders in the ultimate hope of
seizing control.

The investors, most of whom are retired, also want to replace the
administrators to Park First, Smith & Williamson, with two
insolvency firms, Quantuma and Dow Schofield Watts, The Sunday
Times states.

The collapse of Park First, which has affected more than 4,500
investors, is reminiscent of the GBP236 million demise of London
Capital & Finance, which left 11,600 people at risk of losing their
savings, The Sunday Times notes.


VALARIS PLC: Moody's Downgrades CFR to Caa1, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Valaris plc's Corporate Family
Rating to Caa1 from B3, Probability of Default Rating to Caa1-PD
from B3-PD, senior unsecured notes to Caa2 from Caa1, and
Speculative Grade Liquidity Rating to SGL-3 from SGL-2. Moody's
also downgraded the senior unsecured notes of Rowan Companies,
Inc., which is wholly-owned by Valaris, to Caa2 from Caa1. The
rating outlook remains negative.

"The downgrade reflects Valaris' elevated credit risk stemming from
reduced liquidity, continued high financial leverage and
significant projected negative free cash flow generation through
2020," said Sajjad Alam, Moody's Senior Analyst. "There is also a
heightened risk of a distressed debt exchange following demands
from its largest shareholder Luminus Management, LLC to make
significant changes to Valaris' Board composition and capital
structure."

Downgrades:

Issuer: ENSCO International Incorporated

Senior Unsecured Notes, Downgraded to Caa2 (LGD4) from Caa1 (LGD4)

Issuer: Pride International, Inc.

Senior Unsecured Notes, Downgraded to Caa2 (LGD4) from Caa1 (LGD4)

Issuer: Rowan Companies, Inc.

Senior Unsecured Notes, Downgraded to Caa2 (LGD4) from Caa1 (LGD4)

Issuer: Valaris plc

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

Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2

Corporate Family Rating, Downgraded to Caa1 from B3

Senior Unsecured Notes, Downgraded to Caa2 (LGD4) from Caa1 (LGD4)

Outlook Actions:

Issuer: ENSCO International Incorporated

Outlook, Remains Negative

Issuer: Pride International, Inc.

Outlook, Remains Negative

Issuer: Rowan Companies, Inc.

Outlook, Remains Negative

Issuer: Valaris plc

Outlook, Remains Negative

Affirmations:

Issuer: Valaris plc

Senior Unsecured Commercial Paper, Affirmed NP

RATINGS RATIONALE

Valaris' Caa1 CFR reflects its extremely high financial leverage,
significant ongoing negative cash flow generation and elevated near
term distressed exchange risks. The CFR also considers the
company's high re-contracting risks as a result of significant
contract expirations through 2020 and the weak conditions in
deepwater drilling markets where dayrates remain depressed. While
contracting activity and dayrates recovered substantially in
shallow water markets during 2018-2019, there is still significant
excess rig capacity in deepwater and ultra-deepwater markets. A
slow recovery in floater dayrates combined with high ongoing costs
associated with idle rigs will create a drag on performance.
Additionally, ongoing pressure from the company's largest
shareholder to make substantive changes will create distraction and
could lead to debt transactions that Moody's could view as a
distressed exchange. Valaris' primary credit supports include its
large and high-quality rig fleet, excellent diversification across
geography, rig types, and customers, and some contracted backlog,
which stood at $2.3 billion as of September 30, 2019.

While Valaris lowered its debt load by $952 million in the second
quarter of 2019 using cash on hand, the remaining outstanding
balance sheet debt of $6.7 billion is still very high in relation
to its earnings and cash flow prospects through 2021. Moody's
expects the company to generate roughly $250 million of EBITDA in
2020, which will not sufficiently cover its estimated cash interest
expense of $400 million and capital expenditures of $160-200
million.

The demand by Luminus to issue priority claim debt and make a
significant shareholder distribution, if met, would hurt existing
unsecured noteholders by increasing the risk of subordination and a
distressed exchange. A distressed debt exchange that leads to
significant principal losses for bondholders is considered a
default under Moody's definitions.

The lower SGL-3 rating reflects Valaris' reduced liquidity, which
Moody's expects to remain adequate through 2020. However, the
company will need to rely on its revolving credit facility to cover
its projected negative free cash flow in 2020, gradually tightening
liquidity over the course of the year. As of September 30, 2019,
the company had $130 million of cash and $1.48 billion of
availability under its committed revolving credit facility. While
the revolver matures in September 2022, the company will need to
address a $122.9 million senior notes maturity in 2020 and a $113.5
million senior notes maturity in 2021. Moody's believes that
Valaris has sufficient headroom to comply with the financial
covenants in its credit agreement through 2020. Valaris still has
an unsecured capital structure and therefore, has the capacity to
raise debt on a secured basis, if needed.

Valaris' senior unsecured notes are rated Caa2, one notch below the
Caa1 CFR because of their structural subordination to the revolving
credit facility that benefits from rig-owning operating subsidiary
guarantees. Rowan's notes are also rated Caa2 based on management's
stated intent to make Rowan notes pari passu. If management does
not make Rowan and Valaris senior notes pari passu by early 2020,
Moody's will reassess whether financial disclosures are sufficient
to monitor Rowan's financial performance and maintain Rowan's
senior notes rating, which could lead to a withdrawal of the
ratings. Valaris has full control over Rowan's rigs, future
contract negotiations and strategic direction, and has the ability
to move assets between companies.

The CFR could be downgraded because of weaker liquidity or larger
than expected negative free cash flow generation. Any restructuring
effort that increases leverage or the probability of default would
also trigger a downgrade. The ratings are unlikely to be upgraded
absent a material amount of debt reduction or improvements to its
cash flow situation. The CFR could be upgraded if the company
sustains EBITDA/Interest above 1.5x and generates free cash flow
after sufficient maintenance capital spending in an improving
industry environment.

Valaris plc is headquartered in London, UK and is one of the
world's largest providers of offshore contract drilling services to
the oil and gas industry.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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