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

                          E U R O P E

          Thursday, December 19, 2019, Vol. 20, No. 253

                           Headlines



F R A N C E

ELIS SA: Fitch Affirms Then Withdraws BB IDR for Commercial Reasons
JINJIANG INDUSTRIES: Obtains Creditor Protection in Toulouse Court


G E R M A N Y

KION GROUP: S&P Alters Outlook to Stable & Affirms 'BB+' ICR


I R E L A N D

ARMADA EURO IV: S&P Assigns B- (sf) Rating on $10MM Class F Notes
BLUEMOUNTAIN FUJI V: Fitch Assigns B-sf Rating on Class F Debt
CAIRN CLO XI: Fitch Assigns B-sf Rating on Class F Debt
CVC CORDATUS XVI: Fitch Assigns B-sf Rating on Class F Debt
JUBILEE CLO 2019-XXIII: Fitch Puts Final Bsf Rating on Class F Debt

WEATHERFORD INTERNATIONAL: S&P Hikes ICR to 'B-', Outlook Negative


I T A L Y

BANCA POPOLARE DI BARI: Italy to Create MCC in Bid to Rescue Bank
CREDITO VALTELLINESE: Egan-Jones Ups Sr. Unsec. Debt Ratings to BB-


L U X E M B O U R G

MANGROVE LUXCO: S&P Assigns 'B-' Long-Term ICR, Outlook Stable
SUNSHINE LUXEMBOURG: S&P Assigns 'B' Long-Term ICR, Outlook Neg.


M A C E D O N I A

NORTH MACEDONIA: Fitch Affirms BB+ LT IDRs, Outlook Stable


N E T H E R L A N D S

JUBILEE CLO 2019-XXIII: S&P Assigns B (sf) Rating on Cl. F Notes


S P A I N

FTA UCI 17: Fitch Affirms BB+sf Rating on Class A2 Debt
IM BCC CAJAMAR 2: Fitch Assigns BB(EXP) Rating to Class B Debt


S W E D E N

ASSEMBLIN FINANCING: Fitch Assigns B LT IDR, Outlook Stable
FASTPARTNER AB: Moody's Hikes CFR to Ba1; Alters Outlook to Stable


S W I T Z E R L A N D

MIRAVET SA 2019-1: Fitch Assigns B-sf Rating on Class E Debt


T U R K E Y

BANKPOZITIF KREDI: Fitch Withdraws B+ IDR for Commercial Reasons
YAPI VE KREDI: Fitch Affirms B+ LT IDR, Alters Outlook to Neg.


U N I T E D   K I N G D O M

ADDISON LEE: Vice Chair Seeks to Raise Funds to Buy Out Firm
BEALES: Calls in Advisers to Explore Refinancing Options
CEMTEAL LTD: Intends to Appoint Administrator
CINEWORLD GROUP: S&P Places 'BB-' LT ICR On CreditWatch Negative
G3 EXPLORATION: Application to Appoint A&M as Liquidators OK'd

PETRA DIAMONDS: Moody's Downgrades CFR to Caa1, Outlook Stable
PINNACLE BIDCO: S&P Places 'B' Issuer Credit Rating on Watch Neg.
WALCOM GROUP: Failure to Secure Funding May Spur Liquidation

                           - - - - -


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F R A N C E
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ELIS SA: Fitch Affirms Then Withdraws BB IDR for Commercial Reasons
-------------------------------------------------------------------
Fitch Ratings affirmed Elis SA's Long-Term Issuer Default Rating at
'BB' with Stable Outlook. The senior unsecured rating has also been
affirmed at 'BB'. Fitch has simultaneously withdrawn Elis's ratings
for commercial reasons. Accordingly, Fitch will no longer provide
ratings or analytical coverage for Elis.

The affirmation reflects a strong business profile and steady
trading performance, following the integration of Berendsen, which
improved the group's scale, market position and diversification.
Fitch also sees financial flexibility as solid and strongly
supported by sustainably positive free cash flow (FCF) generation
despite growing pressure on profit margins. On the other hand
leverage remains high for the rating. However the expected
deleveraging path remains broadly unchanged, supporting the Stable
Outlook, even though there is no public commitment from the group
to a specific leverage target.

The ratings were withdrawn for commercial reasons.

KEY RATING DRIVERS

High Leverage, Deleveraging Intact: Elis's funds from operations
(FFO) adjusted gross leverage remains high, at 6.8x at end-2018 due
to lower-than-expected cash flow generation during the last two
years, following the acquisition of Berendsen, as well as pressure
on underlying profitability. Fitch continues to see deleveraging
capacity over the coming years, with funds from operations
(FFO)-adjusted gross leverage expected to trend towards 5.2x by
2022, although Elis has not made any public statement regarding a
precise leverage target from 2020.

Fitch's leverage computation reflects linen costs, which are
expensed rather than capitalised, given the short average economic
life of linen and the recurring amount of this expense. This lowers
EBITDA and FFO, reducing capex accordingly, as captured in its
adjustments to financial ratios. Its calculation of total
debt-to-operating EBITDA, therefore, is 6.2x (2018) relative to
3.9x based on the group's reported figures, albeit trending to 4.3x
by 2022.

Financial Flexibility Remains Solid: Despite the high leverage
Fitch views its financial flexibility as solid for the current
rating, including its liquidity profile and its expectation of
steady positive FCF generation, its access to diversified funding
sources at fairly low interest costs, and projected FFO fixed
charge cover of 4.5x-6.0x over the rating horizon to 2022.

Strong Business Profile: Elis's rating reflects its market
leadership in rental services of flat linen, work clothes, hygiene,
and well-being equipment in most of its markets. Elis has a
geographically diversified profile, and also benefits from a high
visibility of revenue from medium-term contracts with a high
renewal rate (95%). Fitch believes this strong business profile is
a key factor in negotiating contract terms with customers, as was
the case in Spain in 1H19, despite significant labour cost
pressures. Furthermore, the integration of bolt-on acquisitions
should lead to improvements in Elis's market position and pricing
power, which are key differentiators to smaller competitors.

High Profitability under Pressure: Despite the positive impact of
synergies from the Berendsen acquisition, overall underlying
profitability has been under some downward pressure since 2017 and
Fitch expects no meaningful improvement this year under a tougher
cost environment. This is reflected in 1H19 results, mainly
influenced by labour cost inflation across Europe. In southern
Europe the group was able to pass inflation on to new pricing
negotiations, but market dynamics in Germany showed tighter
conditions when trying to increase prices.

Lower Execution Risk: Execution risks have declined with the near
completion of full integration of Berendsen. The acquisition has
allowed Elis to double its size and strengthen its business
profile. Elis is on track to achieving the initially expected EUR80
million synergies by 2020, which Fitch incorporates into its
forecasts. In addition, Elis's recent M&A activity does not entail
major execution risks as they are mainly bolt-on small acquisitions
in under-penetrated regions to strengthen the group's market
position. Elis has not provided guidance on the possibility of
larger acquisitions over the rating horizon to 2022.

Strong FCF Generation: Fitch believes Elis is in a better position
to considerably improve its FCF generation from 2019 onwards due to
normalised capex after integrating Berendsen, and despite cost
pressures. Fitch expects industrial capex to remain high at 7% of
sales (excluding purchase of linen) before decreasing towards 6%
over the next four years. Assuming stable operating and market
conditions, the group should be able to continue generating FCF at
or above 5% of sales from 2020, allowing swifter deleveraging.
Future clarity on M&A appetite and its funding will be important
for ascertaining Elis's willingness to manage the business with a
more conservative balance sheet that is consistent with a higher
rating.

DERIVATION SUMMARY

Elis is one of the leading providers of flat linen globally. The
group benefits from a leading position in most European countries,
and has also an important positioning in Brazil and other
fast-growing countries in Latam. Although Elis is more leveraged
than Elior SA, another French business services provider, it has a
stronger business profile with better diversification and market
positions in its respective segments.

Elis's business profile is still much weaker than Compass Group
plc's (A-/Stable) and Sodexo S.A, which provide contract catering
services globally. The two peers also exhibit stronger financial
profiles in terms of lower leverage and solid financial
flexibility. However, Elis shows a stronger EBITDA margin (as
adjusted by Fitch) than its contract catering peers.

KEY ASSUMPTIONS

  - Organic revenue growth of 2.7% in 2019, and trending towards 2%
p.a. over 2020-2022

  - EBITDA margin (after reclassification of linen investments as
operating costs) improving to around 19.9% by 2022

  - Capex at 7% of sales in 2019 before declining to 6% in 2020
following full Berendsen integration

  - Dividends stable at roughly EUR81 million p.a. from 2019

  - Some annual cash outflows of EUR90 million for bolt-on
acquisitions in 2019 and then between EUR80 and EUR100 million per
year. Larger acquisitions will be considered an event risk.

RATING SENSITIVITIES

N/A

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: At end-June 2019, Elis had Fitch-defined
unrestricted cash of EUR99 million. Additionally, it had access to
EUR880 million undrawn committed bank facilities, out of a total
limit of EUR930 million. Of the EUR930 million, EUR30 million
matures in 2020, EUR500 million in 2022 and EUR400 million in 2023.
The calendar for debt maturities is manageable, with EUR500 million
NEU CP maturing in the short term (EUR453 million drawn as of June
30, 2019), an instrument which is typically rolled over on an
annual basis, but uncommitted.

Elis recently issued EUR850 million notes to refinance and further
extend the maturities of some bank loans to 2025 and beyond from
2022.

SUMMARY OF FINANCIAL ADJUSTMENTS

Given the short average economic life of linen (between one and
five years, three years on average) Fitch does not capitalise the
cost of linen, but treat it as an operating expense, thus including
such costs within EBITDA. In 2018, this resulted in lowering EBITDA
(and FFO) by EUR416 million, but also reducing capex by the same
amount.

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.

JINJIANG INDUSTRIES: Obtains Creditor Protection in Toulouse Court
------------------------------------------------------------------
According to Bloomberg News' Rudy Ruitenberg, Agence France-Presse,
citing Jinjiang Industries Europe's lawyer Regis Degioanni, reports
that that the car-parts plant in Viviez, France, was granted
creditor protection by the commercial court of Toulouse.

Jinjiang SAM plant employs 385 people, Bloomberg discloses.  Its
main client in France is Renault, Bloomberg notes.



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G E R M A N Y
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KION GROUP: S&P Alters Outlook to Stable & Affirms 'BB+' ICR
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S&P Global Ratings revised its outlook on material-handling
equipment maker KION Group AG to stable from positive and affirmed
its 'BB+' long-term issuer credit rating on the company.

Ongoing investments and looming macroeconomic uncertainty in 2020
will constrain KION's leverage reduction. S&P said, "The current
market environment poses more risks for KION's performance than we
previously expected. Considering KION's need for ongoing
investment, we think management is not ready to commit to a more
conservative financial policy in order to achieve credit metrics in
line with a higher rating. KION's leverage reduction has been
slower than we previously anticipated, with forecast debt to EBITDA
of 3.2x in 2019 and 2020, down only slightly from 3.3x in 2018, and
FFO to debt of about 27%-29% in 2019 and 2020, compared with 26.2%
in 2018."

KION is operating in a dynamic industry, which requires ongoing
investment in research and development, footprint optimization, and
technology development. Management will likely focus on potential
investments in these areas rather than reducing leverage, at least
in 2020 and 2021. S&P expects KION to increase its capital
expenditure (capex) to approximately EUR300 million-EUR350 million
in 2020. Small bolt-on acquisitions of EUR20 million-EUR30 million
will be also part of the company's expansion strategy. KION has a
comprehensive product offering but it would benefit from
geographical footprint expansion or enhanced technology solutions.

Slower macroeconomic growth is resulting in weaker demand for
industrial trucks.   Most of the key economies in KION's areas of
operation are experiencing slower growth. Market conditions are
likely to remain volatile in 2020 due to various risks: economic
cooling of China, trade disputes, Brexit, and conflicts in Latin
America. Global order intake for industrial trucks--new
equipment--has contracted in the first three quarters of 2019 and
S&P also does not expect quick turnaround for 2020. As of Sept. 30,
2019, KION's order book stood at EUR3.4 billion, covering
approximately half a year of sales.

S&P has revised its expectations for the company's sales and
profitability. Revenue is expected to increase by about 3%-4%,
while profitability should remain broadly flat. S&P previously
anticipated higher sales growth of 10% in 2019 and 2020, and
greater improvement in profitability of 4%-5% in 2020, with EBITDA
margin exceeding 16.4% for these two years. Growth will mainly stem
from its supply chain solutions division, which is benefiting from
exposure to e-commerce, general merchandise, and warehousing
solutions. Industrial truck unit orders--excluding services--were
1.1% lower for the first nine months of 2019, translating into
weaker sales assumptions for 2020.

Despite resolved bottlenecks related to suppliers in the industrial
trucks and services segment, S&P expects KION to post a flat EBITDA
margin of about 16.0%-16.3% in 2019-2020. KION's product mix has
demonstrated limited profitability in 2019, with more volumes
stemming from the lower-margin business. That said, the company is
continuing to take measures to tackle cost inefficiencies. For
example, it is optimizing its workforce and moving its production
footprint toward lower-cost locations, which should help the
company to strengthen its profitability in a longer term.

S&P said, "We expect positive free operating cash flow (FOCF) for
the next 12 to 18 months.   Although we expect higher capex and
working capital outflows, we forecast KION to generate stable FOCF
in the next 12-18 months. We recognize that the company has a track
record of positive FOCF generation. This is an essential and
stabilizing factor for the rating, providing a financial cushion
for potential bolt-on acquisitions in the medium term. We would
review separately any potential larger acquisitions."

Diversified operations and leading market positions will help KION
to seize long-term expansion opportunities.   KION holds the No. 1
position in Europe and No. 2 position globally in its industrial
trucks and services division. This is combined with No. 1 global
position in its supply chain solutions market. Moreover, the
company is the largest foreign material-handling company in China.
S&P said, "Despite temporary uncertainties, we think KION has
strong potential to expand and take advantage of its competitive
strength. Through its acquisition of Dematic, KION gained access to
a fast-growing market and expansion opportunities in U.S. The
acquisition of Dematic should enable KION to benefit from
cross-selling opportunities in the U.S., where the company still
has relatively weak positions in industrial trucks business
compared to its peers (Raymond, Crown Equipment Corp., and
Hyster-Yale Materials Handling Inc.). We think KION's partnership
with its owner, Weichai Power Co. Ltd. (BBB/Positive/--) will
enable further Chinese market penetration and cross-selling
opportunities."

The stable outlook reflects that KION will sustain FFO to debt of
20%-30% despite persisting macroeconomic uncertainty. The outlook
reflects S&P's expectation that the company will generate positive
FOCF, which, along with stable profitability, provides financial
flexibility to carry out capital investment, sustain regular
intra-year working capital swings, and make small bolt-on
acquisitions.

S&P said, "We could consider downgrading KION if the company did
not show a strong commitment to maintaining the strength of its
financial profile and credit protection ratios as expected. We
could also consider a downgrade if the company's operating results
and cash flow generation remained below our expectations and
prolonged the recovery in credit metrics. Additionally, we would
consider a downgrade if KION adopted a more aggressive financial
policy and undertook a large-scale debt-funded acquisition that
weighed on its financial risk profile.

"We could consider an upgrade if KION's operating and financial
performance exceeded our expectations, translating into FFO to debt
consistently above 30%. We would also consider an upgrade if we
observed continuous solid operational performance and cash
generation, supported by a supportive financial policy framework
and commitment to a higher rating. We could also consider an
upgrade if we saw increased support from the company's largest
shareholder, Weichai Power Co. Ltd., which currently holds a 45%
stake."




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I R E L A N D
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ARMADA EURO IV: S&P Assigns B- (sf) Rating on $10MM Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Armada Euro CLO
IV DAC's class X, A, B, C, D, E, and F notes. At closing, the
issuer also issued unrated class Z and subordinated notes.

The ratings reflect S&P's assessment of:

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

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

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

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

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

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments. The
portfolio's reinvestment period ends approximately four-and-a-half
years after closing.

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), the
reference weighted-average coupon (4.75%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. The transaction also benefits from a EUR15 million
interest cap with a strike rate of 2% until December 2026, entered
between the issuer and NatWest Markets PLC, and reducing interest
rate mismatch between assets and liabilities in a scenario where
interest rates exceed 2%. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

"Our credit and cash flow analysis shows that the class B, C, D, E,
and F notes benefit from break-even default rate and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, until the
end of the reinvestment period, the collateral manager is allowed
to substitute assets in the portfolio for so long as our CDO
Monitor test is maintained or improved in relation to the initial
ratings on the notes. As a result, until the end of the
reinvestment period, the collateral manager can, through trading,
deteriorate the transaction's current risk profile, as long as the
initial ratings are maintained. We have therefore capped our
assigned ratings on the notes."

The collateral manager will request the collateral administrator to
test compliance with the reinvestment conditions in relation to the
purchase of any asset. The collateral manager may proceed with the
purchase even if they have not received confirmation from the
collateral administrator. The collateral manager still has to
comply with the reinvestment conditions, in accordance with its
standard of care.

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

The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and is managed by Brigade Capital Europe
Management LLP.

  Ratings List

  Class   Rating    Amount (mil. EUR)
  X       AAA (sf)      3.00
  A       AAA (sf)    244.00
  B       AA (sf)      45.00
  C       A (sf)       28.00
  D       BBB (sf)     23.00
  E       BB- (sf)     22.00
  F       B- (sf)      10.00
  Z       NR            4.00
  Sub     NR           36.10

  NR--Not rated


BLUEMOUNTAIN FUJI V: Fitch Assigns B-sf Rating on Class F Debt
--------------------------------------------------------------
Fitch Ratings assigned BlueMountain Fuji EUR CLO V DAC final
rating.

RATING ACTIONS

BlueMountain Fuji EUR CLO V DAC

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

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

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

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

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

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

Sub. Notes; LT NRsf New Rating;   previously at NR(EXP)sf

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

TRANSACTION SUMMARY

Blue Mountain Fuji EUR CLO V DAC is a cash-flow CLO of mainly
European senior secured obligations. Net proceeds from the issuance
is being used to fund a portfolio with a target par of EUR350
million. The portfolio is managed by BlueMountain Fuji Management,
LLC, acting through its Series A. The CLO envisages a 4.6-year
reinvestment period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B' category. The weighted average
rating factor (WARF) of the identified portfolio calculated by
Fitch is 32.5.

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 weighted average recovery rating (WARR) of
the identified portfolio calculated by Fitch is 68.2%.

Diversified Asset Portfolio: The transaction has four Fitch test
matrices corresponding to two top 10 obligor limits at 15% and 23%,
and two fixed-rate asset limits at 0% and 10%. The manager can
interpolate within/between these matrices. The transaction also
includes various concentration limits to ensure that the asset
portfolio will not be exposed to excessive concentration. The
maximum exposure to the largest and three-largest (Fitch-defined)
industries in the portfolio is covenanted at 17.5% and 40%
respectively.

Portfolio Management: The transaction features a 4.6 year
reinvestment period and includes reinvestment criteria similar to
other European transactions'. Fitch's analysis is based on a
stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

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

Interest-Rate Cap: The transaction has an interest-rate cap with a
notional of EUR40 million, a tenor of six years and a strike rate
of 2% to manage interest-rate risk in the transaction. The
transaction allows a maximum fixed-rate assets limit of 10% while
all rated notes are floating-rate.

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 five notches for the rated notes.

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

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

CAIRN CLO XI: Fitch Assigns B-sf Rating on Class F Debt
-------------------------------------------------------
Fitch Ratings assigned Cairn CLO XI DAC the following ratings:

RATING ACTIONS

Cairn CLO XI DAC

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

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

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

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

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

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

Class M-1; LT NRsf New Rating;   previously at

Class M-2; LT NRsf New Rating;   previously at

Class Z;   LT NRsf New Rating;   previously at NR(EXP)sf

TRANSACTION SUMMARY

Cairn CLO XI DAC is a securitisation of mainly senior secured loans
(at least 90%) with a component of senior unsecured, mezzanine and
second-lien loans. A total note issuance of EUR410.8 million will
be used to fund a portfolio with a target par of EUR400 million.
The portfolio will be managed by Cairn Loan Investments II LLP. The
CLO envisages a 4.5-year reinvestment period and an 8.5-year
weighted average life.

KEY RATING DRIVERS

'B/B-'Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B/B-'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 33.09.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 63.75.

Limited Interest Rate Exposure

Up to 5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 0% of the target par. The
transaction features a EUR20 million interest rate cap with a
maturity of seven years and a strike price at 2%. Fitch modelled
both 0% and 5% fixed-rate buckets and found that the rated notes
can withstand the interest-rate mismatch associated with each
scenario.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the ratings is 27.5% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the three
largest (Fitch-defined) industries in the portfolio is covenanted
at 40%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.

Portfolio Management

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

Cash Flow Analysis

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

RATING SENSITIVITIES

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

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

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

CVC CORDATUS XVI: Fitch Assigns B-sf Rating on Class F Debt
-----------------------------------------------------------
Fitch Ratings assigned CVC Cordatus Loan Fund XVI DAC final
ratings.

RATING ACTIONS

CVC Cordatus Loan Fund XVI DAC

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

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

Class A-2; LT AAAsf New Rating;  previously at AAA(EXP)sf

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

Class C-1; LT Asf New Rating;    previously at A(EXP)sf

Class C-2; LT Asf New Rating;    previously at A(EXP)sf

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

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

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

Class M-1; LT NRsf New Rating;   previously at NR(EXP)sf

Class M-2; LT NRsf New Rating;   previously at NR(EXP)sf

TRANSACTION SUMMARY

CVC Cordatus Loan Fund XVI DAC (the issuer) is a securitisation of
mainly senior secured obligations with a component of senior
unsecured, mezzanine and second-lien loans. A total note issuance
of EUR413.6 million has been used to fund a portfolio with a target
par of EUR400 million. The portfolio is managed by CVC Credit
Partners European CLO Management LLP. The CLO envisages a 4.5-year
reinvestment period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch expects the average credit
quality of obligors to be in the 'B' category. The weighted average
rating factor (WARF) of the identified portfolio is 32.4.

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 weighted average recovery rating (WARR)
of the identified portfolio is 67.0%.

Diversified Asset Portfolio: The transaction will have different
matrices with different allowances for exposure to both the 10
largest obligors (15.0% and 27.5%) and fixed-rate assets (0% and
12.5%). The manager will be able to interpolate between these
matrices. The transaction will also include limits on maximum
industry exposure based on Fitch's industry definitions. The
maximum exposure to the three largest (Fitch-defined) industries in
the portfolio is covenanted at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Limited Interest Rate Exposure: Up to 12.5% of the portfolio can be
invested in fixed-rate assets, while fixed-rate liabilities
represent 11.3% of the target par. Fitch modelled both 0% and 12.5%
fixed-rate buckets and found that the rated notes can withstand the
interest rate mismatch associated with each scenario.

Portfolio Management: The transaction has 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. It also used the
model to assess their effectiveness, including the structural
protection provided by excess spread diverted through the par value
and interest coverage tests.

RATING SENSITIVITIES

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

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

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

JUBILEE CLO 2019-XXIII: Fitch Puts Final Bsf Rating on Class F Debt
-------------------------------------------------------------------
Fitch Ratings assigned Jubilee CLO 2019-XXIII B.V. final ratings.

RATING ACTIONS

JUBILEE CLO 2019-XXIII B.V.

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

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

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

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

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

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

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

TRANSACTION SUMMARY

Jubilee CLO XXIII B.V. is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine and second-lien loans. Note proceeds are being used to
fund a portfolio with a target par of EUR400 million. The portfolio
is actively managed by Alcentra Limited. The collateralised loan
obligation (CLO) has a 4.6-year reinvestment period (modelled at
4.5 years) and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'/'B-'
category. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 34.5.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch- weighted average recovery rate (WARR) of the
identified portfolio is 65%.

Diversified Asset Portfolio

The transaction includes several Fitch test matrices corresponding
to the top-10 obligors' concentration limits of 15% and 20%
respectively. The manager can interpolate within and between the
matrices. The transaction also includes various concentration
limits, including maximum exposure to the three-largest
(Fitch-defined) industries in the portfolio at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management

The transaction has a 4.6-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch analysis is based on a stressed-case portfolio
with the aim of testing the robustness of the transaction structure
against its covenants and portfolio guidelines.

Cash Flow Analysis

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

Up to 7.5% of the portfolio can be invested in fixed-rate assets,
while there is no fixed-rate liability. However, interest-rate risk
exposure is mitigated by the presence of an interest-rate cap
(notional: EUR35 million, strike rate: 2.5%), which is effective
one year after closing up to January 2026. Fitch modelled both 0%
and 7.5% fixed-rate buckets and found that the rated notes can
withstand the interest-rate mismatch associated with each
scenario.

RATING SENSITIVITIES

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

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

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

WEATHERFORD INTERNATIONAL: S&P Hikes ICR to 'B-', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Ireland-based
Weatherford International PLC to 'B-' from 'D'.

S&P said, "At the same time, we are assigning our 'B+' issue-level
rating and '1' recovery rating to the company's $450 million
asset-based lending (ABL) revolving credit facility and $195
million letter of credit facility (both maturing in 2024); and our
'B-' issue-level rating and '3' recovery rating to its $2.1 billion
unsecured guaranteed notes due 2024.

"We are upgrading Weatherford to reflect its emergence from
bankruptcy and revised capital structure."

Weatherford's reorganization includes the elimination of about $6.2
billion of funded debt relative to its pre-bankruptcy levels and
envisages no significant change to the company's business in the
oilfield services sector. On a pro forma basis for the revised
capital structure, we expect the company's funds from operations
(FFO) to total debt to be about 20% in 2020 and 2021, which
compares with less than 0% for the first nine months of 2019. The
restructuring will reduce Weatherford's interest costs by
approximately $370 million annually, which will contribute to an
improvement in its free cash flow generation and liquidity. S&P
expect the company's debt to EBITDA to be about 2.5x in 2020 and
2021, which compares with over 14.0x before its emergence from
bankruptcy.

S&P said, "The negative outlook on Weatherford reflects our view
that despite the significant reduction in the company's gross debt,
market conditions in the oilfield services sector remain
challenging. In addition, the company has been unable to fully
achieve its cost-reduction/transformation targets over the past two
years.

"We could lower our rating on Weatherford if we expect FFO to debt
to fall below 12% and remain there for a sustained period, which
would most likely occur if its operating margins fail to improve as
we currently anticipate or if its operating cash flows remain
negative.

"We could revise our outlook on Weatherford to stable if its FFO to
debt approached 30% for a sustained period, which would most likely
occur if international drilling activity and the company's
operating margins increase more quickly than we currently expect."




=========
I T A L Y
=========

BANCA POPOLARE DI BARI: Italy to Create MCC in Bid to Rescue Bank
-----------------------------------------------------------------
Marco Bertacche and Alessandro Speciale at Bloomberg News report
that the Italian government will create a state investment bank for
the nation's underdeveloped south, in a bid to rescue yet another
failing lender that's laid bare the divisions in the ruling
coalition.

Prime Minister Giuseppe Conte's administration on Dec. 15 approved
a decree that will inject as much as EUR900 million (US$1 billion)
into state entity Banca del Mezzogiorno-Mediocredito Centrale, or
MCC, Bloomberg relates.

According to Bloomberg, together with interbank fund FITD and
potential investors, MCC will then take part in the restructuring
of Banca Popolare di Bari SCpa, a regional lender already placed
under special administration by the Bank of Italy.

The beleaguered lender, based in the southeastern region of Puglia,
racked up losses because of non-performing loans while working on a
plan to raise capital, Bloomberg discloses.

The Bank of Italy said in a statement on Dec. 16 the lender has
EUR8 billion in deposits -- about half under EUR100,000 each -- and
EUR300 million in bonds, with more than two thirds held by private
investors and clients, Bloomberg relates.

A strengthened MCC will have the task of developing financing and
investments in the south of Italy "following market criteria,"
Bloomberg relays, citing the government decree, which makes no
explicit mention of Popolare di Bari.

The plan may still fall afoul of European Union rules on
competition and state financing, Bloomberg notes.

"We are in contact with Italy and stand ready to discuss with them
on the availability and condition of the tools within the EU law
framework," Bloomberg quotes Arianna Podesta, a spokeswoman for the
European Commission on competition matters, as saying on Dec. 16.

MCC could contribute EUR500 million to Popolare di Bari, Italian
newspaper La Stampa reported on Dec. 16, with the interbank fund
taking up the rest of the bank's financing needs, which amount to
around EUR1 billion, Bloomberg states.

Luigi di Maio, leader of one of the main coalition parties, the
Five Star Movement, set conditions for a government intervention,
according to Bloomberg.

The responsibilities of managers and supervisors need to be
established before plans can go ahead, Mr. di Maio, now foreign
minister in Conte's government, said on Facebook before the
announcement, Bloomberg recounts.  He called for Popolare di Bari
to be nationalized, Bloomberg notes.

The Bank of Italy said on Dec. 13 it had dissolved Popolare di
Bari's board and appointed Antonio Blandini and Enrico Ajello as
administrators, Bloomberg relays, citing a statement.

Popolare di Bari's net loss in 2018 was EUR397.2 million euros,
with non-performing debt as high as a quarter of the total,
Bloomberg discloses.  Newspaper said the bank has about 70,000
shareholders at risk of being wiped out, Bloomberg notes.

CREDITO VALTELLINESE: Egan-Jones Ups Sr. Unsec. Debt Ratings to BB-
-------------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2019, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Credito Valtellinese SpA to BB- from B+.

Credito Valtellinese S.p.A. operates as a commercial bank. The Bank
provides financial products and services. Credito Valtellinese
serves households, small and medium enterprises, artisans,
professionals, and non-profit organizations customers in Italy.




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

MANGROVE LUXCO: S&P Assigns 'B-' Long-Term ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
on Luxembourg-based holding company Mangrove LuxCo III; its 'B+'
issue rating on the company's super senior RCF and guarantee
facility, with a '1' recovery rating; and its 'B-' issue rating on
Mangrove's senior secured notes with a '4' recovery rating.

Exposure to a cyclical industry, low share of the resilient
aftermarket, continuous pricing pressure, and below-average
profitability continue to constrain the business risk profile.  
The Mangrove group is a manufacturer of heat exchangers for
industrial solutions. It has a top 5 global equipment provider
position in most of its client segments and has a wide product
offering to serve its diversified customer base and end-markets.
However, the group is significantly exposed to cyclical industry
sectors, such as power generation, and oil and gas. It has a rather
low share of more resilient aftermarket sales and faces permanent
pricing pressure requiring continuous restructuring and cost
cutting to preserve operating margins. S&P said, "We view the
group's low profitability, with S&P Global Ratings-adjusted EBITDA
margins of less than 8%--which are below average for the capital
goods industry--as the main constraint of the group's credit
quality. Also, Mangrove posts high intra-year cash flow volatility
due to its seasonal working capital and low cash conversion due to
capex and restructuring needs. We expect cash flow volatility to
decline due to the wind-down or sale of its project-driven dry
cooling operations and the large share of small orders at
Kelvion."

Profitability is forecast to recover from low levels, supported by
lower restructuring charges and recovery of revenue from Mangrove's
Kelvion subsidiary.  S&P said, "We expect the group to improve its
profitability notably over the next 12-18 months. Mangrove will
reach an S&P Global Ratings pro forma adjusted EBITDA margin of
about 5.5% in 2019, which is affected by restructuring and cost
optimization charges. We expect that the EBITDA margin will
increase gradually to more than 6.5% in 2020 and more than 7.0% in
2021. The positive development is fueled by lower restructuring
charges, the sale or wind-down of its loss-making dry cooling
business, benefits from cost optimization program, and positive
volume effects of Kelvion. For the next 12-18 months, we expect
relative stable revenue development, where we expect an opposing
trend in its operating entities where Enexio's revenue will
continue to decline and Kelvion will expand its revenue base
supported by solid order intake from its oil and gas industry and
HVAC and refrigeration segment. However, we expect the dynamics to
calm, reflecting economic uncertainties. Kelvion increased its
order backlog to more than EUR560 million as of September 2019
compared with EUR430 million one year earlier."

S&P said, "With the recovery in profitability, we expect credit
metrics to improve accordingly.   We estimate that the company will
improve its debt to EBITDA ratio toward 5.5x in 2020 and 2021. At
the same time, FFO cash interest coverage ratio should improve to
1.5x-2.0x. We estimate adjusted debt to remain at about EUR430
million over 2020 and 2021, including financial debt of about
EUR360 million, sold receivables of about EUR18 million, leases of
EUR12 million, and pension obligations of about EUR30 million.

"Free operating cash flow (FOCF) will strengthen over the next
12-18 months, heading toward neutral in 2021.   The stronger FOCF
due to increasing profitability and reduction of restructuring
charges, we also assume lower working capital outflows improving
the cash generation from operating activities. We expect that the
group will invest EUR32 million-EUR35 million annually into capital
expenditure (capex). Overall, we expect slightly less negative FOCF
in fiscal 2020 and a gradual improvement toward a neutral FOCF
generation in 2021.

"We expect that Mangrove will maintain its adequate liquidity
position and expect comfortable headroom under its covenants.  
Over the next 12-18 months, we expect the company's cash levels
will decline in line with the negative free cash flow generation.
However, we estimate that the group held more than EUR60 million
unrestricted cash at hand at the end of October and available
revolving credit facility of EUR65 million will provide sufficient
cushion until its capex is funded by own cash generated. Moreover,
there are no planned acquisitions or major debt maturity. We also
understand the group can capitalize its interest payments over two
years, which supports its liquidity. However, we don't anticipate
that in our base-case scenario. We further expect the group will
maintain sufficient covenant headroom under it financial covenant
for its super senior facility, which includes a minimum liquidity,
net leverage and minimum EBITDA requirement. The first test will be
conducted at the end of March 2020.

"The stable outlook reflects our expectation that Mangrove will
gain back momentum on its topline growth and restore its operating
efficiency because of the restructuring measures the group is
implementing, include the closing of Enexio's dry cooling
operations. We expect that the company will achieve an adjusted
debt-to-EBITDA ratio of about 5.5x and an FFO cash interest
coverage ratio of more than 1.5x over the next 12-18 months. We
further expect that the group will generate neutral free operating
cash flow by 2021.

"We could lower the rating if Mangrove fails to generate at least
neutral free operating cash flow by 2021 or if FFO cash interest
coverage ratio would fall below 1.5x. This could occur if the
operational restructuring, including the wind-down of its dry
cooling operations, led to higher extraordinary charges than
expected, or if operating performance did not improve as
anticipated and its capital structure would become unsustainable.
We could also lower the rating in case higher than expected cash
outflows, for example related to additional restructuring measures,
or deteriorating operating and financial performance raised risks
about the group's liquidity.

"We currently see only limited ratings upside during out outlook
period, reflecting our expectation of negative FOCF over the next
18 months. We could raise the ratings if the company would generate
positive FOCF, reduce debt to EBITDA to less than 5.5x, and achieve
an FFO cash interest coverage ratio of comfortably above 2.5x. Such
a scenario could materialize if the group operating performance
improved faster than expected, underlined by higher revenue growth
and the EBITDA margin strengthening toward 10%."


SUNSHINE LUXEMBOURG: S&P Assigns 'B' Long-Term ICR, Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Sunshine Luxembourg VII Sarl (Galderma). S&P also assigned its
'B' issue rating to the CHF3.5 billion equivalent senior secured
first-lien term loan B and multi-currency revolving credit facility
(RCF) of CHF500 million equivalent. The ratings are in line with
preliminary ratings S&P assigned in July 2019.

Galderma is a global player in the skincare industry with good
diversification by business segments. The company operates in three
different skincare segments including: aesthetics, consumer health,
and prescription. In S&P's view, considering these segments have
different growth drivers and serve different customer needs, this
diversity enhances the company's overall resilience.

Barriers to entry are generally higher compared with other consumer
goods companies. In particular, the aesthetic and prescription
divisions (60% of total sales 2018) are protected by regulations,
R&D expertise, patent rights, and specific distribution channels.

When assessing the company's business risk profile, S&P factors in
the underlying positive growth in the skincare category. Demand for
skincare products is outperforming overall growth in the beauty
industry, and is well spread across geographies including the
Americas, Europe, and Asia-Pacific. S&P expects that the category
will keep its momentum with annualized growth of 5%-7% over the
next two-to-three years.

The dermocosmetics industry grew by about 6% in 2018 with emerging
markets and premiumization trends representing further future
upside. Key growth drivers are heightened consumer awareness of
skin issues and the health benefits of taking a more preventive
approach, and the increasing importance of the digital channel for
the category.

Cetaphil is the company's main brand in this space (about 50% of
consumer health division sales and 20% of total company sales). The
brand has a good market share in the U.S. with total sales of
almost CHF300 million and double-digit growth in 2018, which was
also driven by the product's expansion into other categories (baby
care, sensitive skin). However, S&P believes that Cetaphil has
relatively low brand awareness outside its domestic market due to
previous underinvestment in advertising and promotion (A&P)
activities and its dermatologist recommended profile. The
dermocosmetic sector is relatively fragmented with global
established brands held by multinational players (L'Oreal,
Beiersdorf, Estee Lauder) and new regional players with a strong
focus on e-commerce. The traditional dermocosmetic segment is also
facing some pressure from more generalist beauty brands that are
launching new product lines with a stronger dermatologist position
(such as Dove DermaSeries, Bobbi Brown Remedies, and others).

Within this segment, Galderma's other brands (Proactive, Differin,
Benzac, Loceryl) account for about half of its consumer sales and
are reporting below-average growth for the division, with the
Proactiv brand in particular (25% of consumer health division)
experiencing a double-digit annual decline (revenues saw a compound
annual growth rate [CAGR] in 2012-2018 of minus 13%). This decline
was mainly due to the late adoption of digital advertising, the
lack of an omni-channel strategy, and limited innovation in new
product launches under the previous ownership. S&P recognizes that
in the first part of 2019, the brand seems to have normalized,
although the turnaround will take some time to bring profitable
sustainable growth.

Aesthetics (injectable products including fillers and toxins) is a
beauty category valued at about CHF4 billion in 2018 with positive
underlying growth and CAGR 2013-2018 of 10%-15%. This is mainly
driven by the U.S., as well as China and other emerging markets.
Galderma operates in the premium segment, with a market share of
about 25% it is the No. 2 global player, following the leader
Allergan (market share above 50%). Industry growth drivers are
associated with higher social acceptance of the treatments; new
patient segments thanks to millennials and male users; expansion of
body applications (cellulite, hand, neck, and others); and
acceleration in underpenetrated emerging markets.

Galderma's key brand in the fillers segment is Restylane (dermal
filler), accounting for almost 50% of company revenues from
aesthetics. In toxins, French pharma company IPSEN owns brand
trademark rights for Dysport and Azzalure. Galderma has recently
renewed its rights up to 2036 to sell and distribute these products
in a number of selected countries.

In S&P's view, Galderma's key risk in the aesthetics segment is its
successful penetration of emerging markets (about 20%-25% of 2018
sales). These growing markets seem to be more competitive than
previously because of new local entrants. Galderma does not yet
offer all of its products in these regions. More recently, it lost
market share in China due to a lack of some products (toxins for
example), and some pricing issues. In Brazil it is performing well
in the segment with a leading market share of close to 40%.

Galderma's third division is prescription skincare--24% of total
sales in 2018. Within this niche industry, worth about CHF25
billion in 2018, we assume that most future growth will come from
the systemic and biologics segment (psoriasis, dermatitis, and
others) rather than from topical treatments (acne, rosacea). The
company is currently focused on acne and rosacea (80% division
sales) and is working to shift its focus to systemic and biologics
products.

Galderma's prescription portfolio focuses on three strategic
brands, Epiduo, Oracea, and Soolantra--about 60% of company
prescription sales. Growth in this segment (especially in the U.S.)
is influenced by the timing of maturity of patent rights, which is
generating some revenues pressure: estimated sales CAGR 2016-2019
is down by about 1%. For example, U.S. sales in 2017 saw a revenue
decline of about 10%-12% from the previous year mainly because of
loss-of-exclusivity of Epiduo 0.1% (a topical acne treatment),
albeit partially offset by the launch of Epiduo Forte. Considering
the strong focus on the U.S. market, S&P highlights Galderma's next
loss-of-exclusivity for strategic brands in 2022 (Epiduo Forte and
Oracea) and early 2024 (Soolantra).

Galderma's main long-term competitive advantage in this segment is
represented by its R&D activities. In S&P's view, over the past few
years, the company has showed a lack of innovation with few new
product launches. It is now shifting to external R&D for some of
its operational activities, early stage projects, and clinical
studies. It has increased its external R&D spending to about 70% of
total spending from about 30% in 2016 and is focusing more on
biologic and systemic treatments. Its Nemo project plans to
introduce a new product in the atopic dermatitis segment
(nemolizumab). Assuming successful completion of clinical trials,
R&D total expenditures for Nemo will be about CHF280 million over
2019-2022, with a positive topline contribution from 2023. The
success of Nemo is crucial to offsetting future negative effects of
patent-right maturities of strategic brands.

S&P said, "We believe Galderma has average overall profitability,
with an expected normalized adjusted EBITDA margin of about
20%-22%. However, in some divisions it reports lower profitability
than some direct peers (Allergan in aesthetics; L'Oreal in consumer
health).

"Our assessment of Galderma's financial risk profile reflects its
financial-sponsor ownership and S&P Global Ratings-adjusted debt to
EBITDA of close to 10x in 2020 and 8.0x-8.5x over 2021 and 2022.
Our base case forecasts a gradual deleveraging trend mainly on
stronger EBITDA, even if we do not expect adjusted debt-to-EBITDA
to slip below 6.0x over the medium term. We estimate funds from
operations (FFO) cash interest coverage of 1.5x-2.0x
post-transaction, improving slightly to above 2.0x at year-end
2021.

"In our adjusted debt calculation, we do not net the cash available
on the balance sheet. We include, among other adjustments, CHF250
million PIK notes issued outside the restricted group, and about
CHF80 million for operating leases adjustment."

Despite a significant annual cash interest payment of about CHF290
million-CHF300 million, the company's asset-light business model
(annual capex is 2.5%-3.5% of sales) leads S&P to expect positive
free operating cash flows (FOCF) after capex and working capital
movements for full-year 2020 of at least CHF50 million and about
CHF150 million-CHF200 million in 2021.

S&P said, "Considering the already-high leverage ratios, we do not
think Galderma will increase its leverage with material debt-funded
acquisitions. Rather, we believe the group will focus on organic
growth, enlarging its portfolio offering to better penetrate
emerging markets especially in Southern Asia.

"The negative outlook reflects our view that there is one-in-three
chance that Galderma's credit ratios might weaken over the next
18-24 months relative to our base case. Galderma has very limited
rating headroom to withstand deviation from our base case. The
outlook also reflects the execution risks primarily associated with
the turnaround phase of Proactiv brand (consumer division) and R&D
activities (prescription division) to support future profitable
growth. These execution risks could generate higher volatility in
credit ratios over the short-to-medium term, in our view."




=================
M A C E D O N I A
=================

NORTH MACEDONIA: Fitch Affirms BB+ LT IDRs, Outlook Stable
----------------------------------------------------------
Fitch Ratings affirmed North Macedonia's Long-Term Foreign- and
Local-Currency Issuer Default Ratings at 'BB+ with a Stable
Outlook.

KEY RATING DRIVERS

North Macedonia's 'BB+ rating is supported by a track record of
coherent macroeconomic and financial policy, which underpins the
longstanding exchange rate peg to the euro, and by more favourable
governance, human development and ease of doing business indicators
than the 'BB' medians. These support strong exports and solid FDI
inflows, albeit concentrated in Development Zones that are not well
integrated with the rest of the economy. Following an extended
period of political paralysis from 2014-2017, the domestic
political situation has normalised, and the EU accession process
acts as a positive policy anchor. Set against these factors are the
greater exposure of public debt to exchange rate risk than the peer
group median, banking sector euroisation, and still-high structural
unemployment, partly reflecting a large informal economy and skills
mismatches, together with weak productivity growth.

Parliamentary elections called after the European Council postponed
in October its decision on opening EU accession talks give rise to
somewhat greater policy uncertainty. Prime Minister Zaev announced
he will seek a renewed mandate by bringing forward next year's
elections from December to April. The outcome is uncertain: the
ruling centre-left SDSM is trailing the more nationalist,
centre-right, VMRO-DPMNE in the polls but support is fluid and the
result could hinge on coalition agreements struck with pro
ethnic-Albanian parties. Regardless, Fitch does not anticipate a
marked change in economic or fiscal policy, including on the
long-term goal of EU membership. An April election would also mean
a caretaker administration in place from January, which together
with potentially lengthy negotiations on forming a coalition, may
prevent new policy measures for much of 1H20.

In its view, the EU accession process continues to act as an
important policy anchor for sustained reform. The European Council
will next consider whether to open talks in May, with the
potentially pivotal decision of the French government expected to
depend on more general reform of the EU accession process,
including added flexibility to re-open completed Chapters, as well
as on its own domestic political considerations. The European
Commission has already made a positive technical recommendation,
reflecting North Macedonia's steady reform progress in key areas
such as the rule of law, judicial systems, and public
administration. While a further postponement could significantly
weaken reform momentum and investor confidence, Fitch thinks there
would be continued engagement with the EU process. In addition,
NATO accession is likely to be ratified in 1H20.

Fitch expects the fiscal deficit to stabilise following a moderate
expansion in 2020. Fitch forecasts the 2019 general government
deficit at 1.7% of GDP, up from 1.1% last year but well below the
government's 2.5% target (primarily due to an estimated 30% capital
underspend, as well as a lower local government deficit of 0.2% of
GDP, and strong non-tax revenue growth). The 2020 budget includes a
number of expansionary measures, including increases to pensions,
public sector wages, and employment and investment subsidies, as
well as reversing last year's higher income tax for the top 1% of
earners. Fitch forecasts the general government deficit widens to
2.2% of GDP next year, followed by 2.1% in 2021, broadly in line
with the government targets (but with continued capital
under-execution offsetting spending overshoots elsewhere), and
still below the projected 'BB' median of 2.5%.

General government debt is projected to gradually rise from 40.7%
of GDP at end-2019 to 41.2% at end-2021, close to the projected
peer group median of 43.4%. In addition, government guarantees of
public entities, mainly related to roads projects, are set to
increase, from 8.1% of GDP in 3Q19 to around 10% in 2020. Under its
longer-term debt projections, which assume an average primary
fiscal deficit of 0.9% of GDP from 2019-2028 and average GDP growth
of 3.3%, general government debt rises slightly to 42.6% of GDP in
2028. North Macedonia's debt structure is more exposed to currency
risk than peers, despite some improvement. 76.7% of government debt
is FX-denominated - albeit predominately in euros and down 2.0pp
over the last six months - compared with the 'BB' median of 55.6%.
However, this exposure is mitigated somewhat by the longevity and
credibility of the exchange rate peg.

Fitch forecasts GDP growth of 3.4% in 2019, up from 2.7% last year,
driven by domestic demand. Investment has recovered from last
year's 7.2% decline, helped by strengthening confidence and
supportive credit conditions. Labour market dynamics are positive,
with employment rising 5.2% yoy and unemployment falling 2.3pp to
17.1% in the year to September. Fitch expects similar GDP growth in
2020 of 3.5%, on the back of further, albeit reducing investment
and employment growth, and a boost to disposable income from
increases to the minimum wage, pensions and public sector pay.
Growth in 2021 is forecast to edge down to 3.3%, partly due to a
somewhat larger drag from net exports as productive capacity in the
Development Zones levels off, which is in line with its assessment
of North Macedonia's trend rate of growth (and close to the 'BB'
median rate of 3.4%).

Exports have continued to grow strongly, up 11.2% in the year to
September, despite eurozone weakness particularly in the key German
auto sector. Imports are similarly rising quickly, at 11.4%, but
driven by intermediate goods and supported by capital imports, and
Fitch forecasts some widening in the 2019 current account deficit
to 1.0% of GDP from 0.2% last year. This month's 16% minimum wage
hike has taken the cumulative increase since the beginning of 2017
to 44%, contributing to a pick-up in overall unit labour costs
since then of more than 10%. Real wages are rising faster than
productivity this year, at 3.7%, although are still below those of
most regional competitors, partly mitigating the impact on
competitiveness. Fitch forecasts a moderation in export growth,
driven mainly by the earlier wave of investments in the Development
Zones reaching capacity, with the current account deficit widening
to 1.9% of GDP in 2021, but still below the forecast 'BB' median of
3.0%.

Net FDI has fallen sharply from last year's 10-year high of 5.6% of
GDP, to a forecast 1.6% this year, but driven by outflows including
of inter-company debt. Fitch forecasts a normalisation of net FDI,
to an average 3.5% of GDP in 2020-2021 (comfortably covering the
current account deficit), and for net external debt to edge up from
21.2% of GDP in 2018 to 22.9% in 2021, above the 'BB' median of
18.8%. FX reserves are expected to continue the stable trend, at
near 4.2 months of current external payments (which compares with
the peer group median of 4.5). Alongside muted headline and core
inflation, of 0.9% and 0.7%, respectively, in the year to October,
and a more accommodative ECB monetary policy outlook, Fitch now
expects a further 25bp interest rate cut to a new all-time low of
2.0% in 1H20 then remaining flat through 2021, and with inflation
gradually picking up to close to 2% by end-2021.

North Macedonia's banking sector fundamentals remain sound. The
sector is relatively well capitalised, with a Tier 1 capital ratio
of 15.8% at end-2Q19, and profitable, with a return on equity of
13%. The gross non-performing loan ratio is moderate, at 5.4% at
end-June and the provisions ratio high at 113%. A majority of the
sector is controlled by foreign-owned institutions reducing
contingent liability risk. Deposits are growing at 10% and the
denar share of total deposits has increased slightly to 61.3%,
while the share of total loans is flatter at 58.5%. Credit growth
has averaged 7.5% this year, and Fitch expects an increase to
around 8.5% next year driven by strengthening demand.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns North Macedonia a score equivalent
to a rating of 'BB+' on the Long-Term FC IDR scale.

Fitch's sovereign rating committee did not adjust the output from
the SRM to arrive at the final Long-Term Foreign-Currency IDR.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

RATING SENSITIVITIES

The Outlook is Stable. Consequently, Fitch's sensitivity analysis
does not currently anticipate developments with a high likelihood
of leading to a rating change. The main risk factors that,
individually or collectively, could lead to an upgrade are:

  - Implementation of a medium-term fiscal consolidation programme
consistent with a reduction in the public debt/GDP ratio.

  - An improvement in medium-term growth prospects without creating
macro-economic imbalances, for example through implementation of
structural economic reform measures.

  - Further improvement in governance standards, reduction in
political risk, and progress towards EU accession.

The main risk factors that, individually or collectively, could
lead to a downgrade are:

  - Adverse political developments that affect governance standards
and the economy.

  - Fiscal slippage or the crystallisation of contingent
liabilities that increases risks to the sustainability of the
public finances.

  - A widening in the current account deficit that exerts pressure
on foreign currency reserves and/or the currency peg against the
euro.

KEY ASSUMPTIONS

  - Global macroeconomic developments are in line with Fitch's
Global Economic Outlook (December 2019).

ESG CONSIDERATIONS

North Macedonia has an ESG Relevance Score of 5 for Political
Stability and Rights as World Bank Governance Indicators have the
highest weight in Fitch's SRM and are highly relevant to the rating
and a key rating driver with a high weight.

North Macedonia has an ESG Relevance Score of 5 for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight.

North Macedonia has an ESG Relevance Score of 4 for Human Rights
and Political Freedoms as voice and accountability is reflected in
the World Bank Governance Indicators that have the highest weight
in the Sovereign Rating Model. They are relevant to the rating and
a rating driver.

North Macedonia has an ESG Relevance Score of 4 for Creditor Rights
as willingness to service and repay debt is relevant to the rating
and is a rating driver for North Macedonia, as for all sovereigns.



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

JUBILEE CLO 2019-XXIII: S&P Assigns B (sf) Rating on Cl. F Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Jubilee CLO
2019-XXIII B.V.'s class A, B, C, D, E, and F notes. At closing, the
issuer also issued EUR41.10 million of unrated subordinated notes.

On the closing date, the issuer owned approximately 75% of the
target effective date portfolio. S&P said, "We consider that the
target portfolio will be well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans.
Therefore, we have conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations."

  Portfolio Benchmarks
  S&P weighted-average rating factor              2,782
  Default rate dispersion                           503
  Weighted-average life (years)                    5.72
  Obligor diversity measure                          91
  Industry diversity measure                         20
  Regional diversity measure                        1.1
  Weighted-average rating                           'B'
  'CCC' category rated assets (%)                     0
  'AAA' weighted-average recovery rate            36.97
  Floating-rate assets (%)                         98.5
  Weighted-average spread (net of floors; %)       3.82

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (3.75%),
the reference weighted-average coupon (4.25%), and the minimum
weighted-average recovery rates as indicated by the collateral
manager. The transaction benefits from a EUR35 million interest cap
with a strike rate of 2.5% until January 2026, reducing the
interest rate mismatch between assets and liabilities in a scenario
where interest rates exceed the strike rate. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.

"Our credit and cash flow analysis shows that the class B, C, D, E,
and F notes benefit from break-even default rate and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
is still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our assigned
ratings on the notes."

The Bank of New York Mellon is the bank account provider and
custodian. Its documented replacement provisions will be in line
with our counterparty criteria for liabilities rated up to 'AAA'.

The issuer can purchase up to 30% of non-euro assets, subject to
entering into asset-specific swaps. The downgrade provisions of the
swap counterparty or counterparties are in line with S&P's
counterparty criteria for liabilities rated up to 'AAA'.

The issuer is bankruptcy remote, in accordance with S&P's legal
criteria.

The CLO is managed by Alcentra Ltd. S&P currently rates six CLOs
from the manager in Europe. Under its "Global Framework For
Assessing Operational Risk In Structured Finance Transactions,"
published on Oct. 9, 2014, the maximum potential rating on the
liabilities is 'AAA'.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

  Ratings List

  Class     Rating    Amount (mil. EUR)
  A         AAA (sf)  248.00
  B         AA (sf)    41.80
  C         A (sf)     27.50
  D         BBB (sf)   22.90
  E         BB (sf)    19.90
  F         B (sf)      8.00
  Sub notes NR         41.10

  NR--Not rated




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

FTA UCI 17: Fitch Affirms BB+sf Rating on Class A2 Debt
-------------------------------------------------------
Fitch Ratings upgraded one tranche and affirmed 15 tranches of four
Spanish RMBS transactions of the FTA UCI programme. The Outlooks
are Stable.

RATING ACTIONS

FTA, UCI 17

Class A2 ES0337985016; LT BB+sf Affirmed; previously at BB+sf

Class B ES0337985024;  LT CCCsf Affirmed; previously at CCCsf

Class C ES0337985032;  LT CCsf Affirmed;  previously at CCsf

Class D ES0337985040;  LT CCsf Affirmed;  previously at CCsf

FTA, UCI 14

Class A ES0338341003; LT BBB+sf Affirmed; previously at BBB+sf

Class B ES0338341011; LT BB+sf Affirmed;  previously at BB+sf

Class C ES0338341029; LT CCCsf Affirmed;  previously at CCCsf

FTA, UCI 15

Series A ES0380957003; LT BBBsf Affirmed; previously at BBBsf

Series B ES0380957011; LT BB+sf Affirmed; previously at BB+sf

Series C ES0380957029; LT CCCsf Affirmed; previously at CCCsf

Series D ES0380957037; LT CCCsf Affirmed; previously at CCCsf

FTA, UCI 16

Class A2 ES0338186010; LT BBBsf Affirmed; previously at BBBsf

Class B ES0338186028;  LT Bsf Affirmed;   previously at Bsf

Class C ES0338186036;  LT CCCsf Upgrade;  previously at CCsf

Class D ES0338186044;  LT CCsf Affirmed;  previously at CCsf

Class E ES0338186051;  LT CCsf Affirmed;  previously at CCsf

TRANSACTION SUMMARY

The transactions comprise Spanish residential mortgages originated
and serviced by Union de Creditos Inmobiliarios (UCI,
BBB/Stable/F2) a specialist lender fully owned by BNP Paribas, S.A.
(A+/Stable/F1) and Banco Santander, S.A. (A-/Stable/F2).

KEY RATING DRIVERS

Adequate Credit Enhancement (CE)

Current and projected levels of CE of the notes are sufficient to
mitigate the credit and cash flow stresses under their respective
rating scenarios, as reflected by the rating actions. UCI 14 and
UCI 15 CE ratios have decreased due to recent reserve fund
amortisations, now close to absolute floor levels, while CE ratios
for UCI 16 and UCI 17 are increasing driven by reserve fund
replenishments and principal deficiency reductions.

For all transactions, Fitch expects the CE ratios to build up on a
continuation of the notes's sequential amortisation, with a switch
to pro-rata unlikely.

High Seasoning/Stable Asset Performance

The rating actions reflect Fitch's expectation of stable credit
trends given the significant seasoning of the securitised
portfolios of more than 13 years, the prevailing low interest-rate
environment and the Spanish macroeconomic outlook. Three-month plus
arrears (excluding defaults) as a percentage of the current pool
balance range between 2.9% and 4% as of the latest reporting date,
while cumulative gross defaults range between 9.9% (UCI 14) and
18.3% (UCI 16) relative to initial portfolio balances.

Large Share of Restructured loans

About half of portfolio balances across all transactions have been
restructured by the originator to support borrowers either facing
or anticipating financial hardship. Fitch applies foreclosure
frequency (FF) adjustments to these loans based on the most recent
date between last date in arrears and restructuring end-date, in
accordance with Fitch's European RMBS Rating Criteria.

Portfolio's High-Risk Attributes

More than 90% of portfolio balances are linked to loans originated
by third-party brokers or intermediates, which are considered
higher-risk than branch-originated loans within Fitch's credit
analysis, and are therefore subject to a FF adjustment of 150%.
Moreover, between 49% and 62% (for UCI 14 and UCI 17 respectively)
of current portfolio balances are loans with an original term to
maturity greater than 30.5 years, which are subject to a FF
adjustment of 120% as per the agency's rating criteria.

IRPH Uncertainty

The transactions are highly exposed to the Spanish interest-rate
index IRPH (Indice de Referencia de Prestamos Hipotecarios),
representing between 89% and 93% of current portfolio balances. The
IRPH index is facing some legal uncertainty following the EU
Advocate General's recommendations from September 2019 that suggest
IRPH borrowers could submit, subject to specific loan- by-loan
assessments, a compensation claim derived from insufficient
transparency at origination. In Fitch's cash flow analysis of the
transactions, scenario sensitivity analysis has been conducted by
simulating a share of IRPH loans to switch to Euribor at current
margins, and the agency considers current and projected levels of
CE to sufficiently mitigate the risk.

No Credit Given to Unsecured Loans

All transactions contain a small proportion of unsecured loans
ranging from 3.5% (UCI 17) to 6.9% (UCI 14) of current portfolio
balances that were granted alongside the mortgage at origination
date. In its asset and cash-flow modelling Fitch has not given
credit to the proceeds of unsecured loans due to the inherent risk
of complementary loans and insufficient performance data, resulting
in negative CE ratios for the junior classes across the four
transactions.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could have
negative rating implications, especially for junior tranches that
are less protected by structural CE.

Improved performance of defaulted loans or unsecured loans,
relative to Fitch's analytical treatment, could result in positive
rating actions.

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.

IM BCC CAJAMAR 2: Fitch Assigns BB(EXP) Rating to Class B Debt
--------------------------------------------------------------
Fitch Ratings assigned IM BCC CAJAMAR 2, FT expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already received.

RATING ACTIONS

IM BCC CAJAMAR 2

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

Class B; LT BB(EXP)sf;  Expected Rating

TRANSACTION SUMMARY

The transaction is a cash flow securitisation of a static EUR 725
million portfolio of Spanish residential mortgages originated and
serviced by Cajamar Caja Rural, Sociedad Cooperativa de Credito
(Cajamar, BB-/Positive/B).

KEY RATING DRIVERS

Large Share of High OLTV: Around 47.3% of the portfolio balance is
linked to loans with an original loan-to-value (OLTV) ratio equal
or higher than 80%. Fitch has captured this risk in its Resiglobal
asset model by applying higher base case foreclosure frequencies
(FF) to these loans. The weighted average lifetime FF on the
portfolio under a 'B' rating stress scenario is 8.5%.

Interest Rate Risk Partly Mitigated: Around 6.9% of the portfolio
pays a fixed interest rate for life and 44.2% a fixed rate with a
compulsory switch to floating rate within the next 10 years ("mixed
rate loans"). Similarly, the class A and B notes will receive a
fixed coupon rate during the first five years of the transaction's
life and will then become floating rate instruments linked to
Euribor. Fitch's analysis assumes all mixed rate loans will pay the
minimum contractual margin. Available credit enhancement mitigates
any residual open interest rate risk commensurate with the notes'
ratings.

Portfolio Risky Attributes: Around 19% of the portfolio is linked
to self-employed borrowers, which Fitch considers riskier than
third-party employed borrowers and are subject to a FF adjustment
factor of 170% in accordance with Fitch's European RMBS Rating
Criteria. There is regional concentration risk in the region of
Murcia where 17.8% of the portfolio by property count is located.
Fitch has applied a higher set of rating multiples to the base FF
assumption to the portion of the portfolio located in this region
that exceeds 2.5x the population share of this region relative to
the national count.

Credit Enhancement Build Up: Credit enhancement ratios on both
classes of notes will increase after the first payment date, as
amortisation of the notes is strictly sequential for life and the
reserve fund is non-amortising.

Default Buybacks Disregarded: According to the transaction
documents, the originator commits to repurchase defaulted loans
(assets in arrears more than 12 months) at a price equal to
outstanding balance plus accrued interest as long as Cajamar is the
portfolio servicer and it retains 50% or more of the class A and
100% of the class B note balances. Fitch's analysis has not given
any credit to this repurchase obligation, and the recovery
expectation on defaults is solely driven by the projected proceeds
from the underlying property.

RATING SENSITIVITIES

Unexpected increases in FF and decreases in recovery rates (RR)
could result in negative rating action on the notes. The following
are the model-implied sensitivities from a change in selected input
variables:

Current ratings: Class A; 'AAA(EXP)sf', Class B; 'BB(EXP)sf'

Increase FF by 15%: 'AA+sf', 'B+sf'

Increase FF by 30%: 'AA-sf', 'Bsf'

Reduce RR by 15%: 'AA+sf', 'Bsf'

Reduce RR by 30%: 'AAsf', 'CCCsf'

Increase FF by 15%, reduce RR by 15%: 'AAsf', 'B-sf'

Increase FF by 30%, reduce RR by 30%: 'Asf', 'NR'

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.



===========
S W E D E N
===========

ASSEMBLIN FINANCING: Fitch Assigns B LT IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings assigned Assemblin Financing a final Long-Term Issuer
Default Rating of 'B' with a Stable Outlook. Fitch has also
assigned a final rating to the EUR250 million senior secured notes
of 'B+'/RR3/51%-70%. The conversion of the ratings into final
follows the receipt and review of the final documentation.

The ratings reflects the company's leading market positions in a
stable and growing region, a strong brand and high execution in
technical installation services in the areas of electricity,
heating & sanitation and ventilation. The rating also factors in
high concentration to one country and limited scale but with a
diversified customer base and end-markets. A further constraint to
the rating is the high leverage and while Fitch expects some
deleveraging over the rating horizon, Fitch expects leverage
metrics to remain well above its main peers and in line with a 'B'
category rating.

KEY RATING DRIVERS

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

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

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

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

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

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

DERIVATION SUMMARY

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

KEY ASSUMPTIONS

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

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

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

Capex at 1.3% of sales through the rating horizon

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

RECOVERY ANALYSIS

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

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

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

RATING SENSITIVITIES

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

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

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

  - FCF at or above 2%

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

  - EBITDA margins decreasing below 5.5% on a sustained basis

  - FFO adjusted gross leverage above 7.0x on a sustained basis
  
  - Lack of consistent positive FCF

LIQUIDITY AND DEBT STRUCTURE

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

ESG CONSIDERATIONS

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

FASTPARTNER AB: Moody's Hikes CFR to Ba1; Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded Swedish real estate company
Fastpartner AB's corporate family rating to Ba1 from Ba2. The
outlook on the rating has been changed to stable from positive.

"The upgrade to Ba1 reflects Fastpartner's continued focus on
improving asset quality through acquisitions and redevelopment of
properties while maintaining the large exposure towards Stockholm
that is benefitting from a currently positive economic environment
and strong property fundamentals. The re-building of its portfolio
has been done while maintaining a fairly conservative financial
profile, exemplified by a Moody's adjusted debt/asset ratio below
52% and interest cover above 4x" says Maria Gillholm, a Moody's
Vice President -- Senior Credit Officer, and lead analyst for
Fastpartner. She continued saying that "The recent D-share issuance
demonstrates Fastpartner's willingness to adhere to its financial
policy while building its portfolio towards higher quality".

RATINGS RATIONALE

Fastpartner AB's (Fastpartner) Ba1 corporate family rating reflects
(1) the company's medium-sized property portfolio, with a very
well-defined strategy of focusing on office buildings in attractive
inner city and on the fringe to CBD locations and good secondary
locations in the Greater Stockholm area; (2) attractively located
logistics properties, although these account for only a small
proportion of the overall portfolio; (3) an established track
record of activity in its segment; (4) favourable real estate
market fundamentals; (5) a leverage of 52%, as measured by
Moody's-adjusted gross debt/total assets, as well as a strong
EBITDA fixed-charge coverage of 3.2x as of September 30, 2019; (6)
adequate liquidity with sources covering uses for the next 18
months. The company's strengths are partly offset by (1) its
geographical concentration, although in the strongest growth area
in Sweden; (2) a somewhat high vacancy rate of 8.1% as of
end-September 2019 (8.7% including project properties); (3) some
tenant concentration; (4) high Moody's adjusted net debt/EBITDA of
13x; (5) a low but growing unencumbered asset ratio and a
short-dated average debt maturity profile.

Rating outlook

The stable outlook reflects its expectation that the company will
remain focused on leverage, as measured by total debt/gross assets,
to further improve towards or below 50% in the coming quarters,
thereby creating a buffer against any future industry downturn,
which will likely affect the investment market more quickly than
the occupier market, where Fastpartner will continue to profit from
healthy rent levels and some progress in reducing vacancies.
Moody's also expects the company to continuing to expand its pool
of unencumbered assets to above 30% by 2020 when refinancing bank
debt by bonds. The stable outlook also incorporates its expectation
that Fastpartner will continue to generate stable cash flow that
will support gradually declining net debt/EBITDA, increase
occupancy levels and continue to rebalance the portfolio towards
large, well-located high-quality office properties while following
a balanced growth strategy. In addition, the outlook reflects the
good macroeconomic environment in Sweden as well as favourable
occupier and investment markets.

Factors that could lead to an upgrade

  -- Further positive rating action will hinge on Fastpartner
achieving and sustaining leverage well below 50% as measured by
total debt/gross assets and more towards 45% at this point in the
property cycle which is heavily affected by record low yields and
with a corresponding declining trend in debt/EBITDA.

  -- Additionally, a higher rating would require the company's
Moody's adjusted fixed-charge coverage ratio well above 3.5x.and
increasing the pool of unencumbered assets to well above 30% of
total assets.

  -- With regards to the company's debt maturity profile, a higher
rating would require less reliance on commercial papers and an
extended debt maturity schedule, while liquidity sources is
covering the next 18 months uses including debt maturities, capex
and dividends

Factors that could lead to a downgrade

  -- Sustaining leverage above 55% as measured by Moody's-adjusted
gross debt/total assets

  -- Moody's fixed-charge coverage ratio dropping to below 2.5x on
a sustained basis

  -- Weakening liquidity, or continued or increased reliance on
short-term debt

  -- Market fundamentals weaken, resulting in falling rents and/or
asset values

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was REITs and Other
Commercial Real Estate Firms published in September 2018.



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

MIRAVET SA 2019-1: Fitch Assigns B-sf Rating on Class E Debt
------------------------------------------------------------
Fitch Ratings assigned Miravet S.A. R.L., Compartment 2019-1 final
ratings.

RATING ACTIONS

Miravet S.A. R.L.

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

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

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

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

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

Class X; LT NRsf New Rating;   previously at NR(EXP)sf

Class Z; LT NRsf New Rating;   previously at NR(EXP)sf

TRANSACTION SUMMARY

This is a cash flow securitisation of a static EUR349.8 million
portfolio of Spanish residential mortgages originated by Catalunya
Banc, Caixa Catalunya, Caixa Tarragona and Caixa Manresa, entities
that are fully owned and were integrated into Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA, A-/Negative/F2) in 2016. The portfolio
securitised includes mortgages that were previously securitised
under the SRF RMBS transactions, recently paid in full, and other
loans owned by Odiel Asset Co S.a.r.l., an investment fund managed
by CarVal Investors, L.P.

KEY RATING DRIVERS

Large Share of Re-performing Loans (RPL)

Around 77% of the portfolio was restructured by the originators to
support borrowers facing financial hardship, which included
strategies such as principal grace periods and parallel financing,
even in cases where the borrower had not been compliant with
performance conditions. Fitch views these strategies as inadequate,
although they are mitigated by the portfolio's average clean
payment history of 7.9 years and also by the significant portfolio
seasoning of 11.8 years.

Default Rate on RPL

The default rate of each RPL is derived from the assessment of the
payment track record since the most recent date they were last in
arrears and the restructuring end-date. The weighted average (WA)
lifetime foreclosure frequency (WAFF) on the portfolio under a 'B'
rating stress scenario is 19.4%.

Servicer Migration Risk Mitigated

The portfolio is serviced by Anticipa Real Estate, S.L.U.
(Anticipa), with an expected migration to long-term servicer Pepper
Asset Services, S.L.U. in 2020 (Pepper Servicing Spain, PSS). Fitch
views the risk of a servicer migration as being adequately
mitigated by Pepper European Servicing's proven portfolio
on-boarding expertise both internationally and in Spain, a detailed
migration plan that is not conditioned by any hard deadline for
migration, and required approval of BBVA as master servicer.

Comparable to SRF Transactions

This transaction is highly comparable to previous SRF
securitisations. Around 68% of the portfolio balance is linked to
mortgages previously securitised within the SRF transactions in
2017.

Regional Concentration Risk

Around 71.9% of the portfolio is exposed to Catalonia. Fitch's
central expectation is for Catalonia to remain part of Spain and
that political uncertainty will not significantly compromise
economic growth prospects. Fitch has applied a higher set of rating
multiples to the base foreclosure frequency (FF) assumption to the
share of the portfolio located in Catalonia that exceeds 2.5x the
population of the region relative to the national total (ie. 28.7%
by property count).

RATING SENSITIVITIES

Material increases in FF and loss severity on defaults could
produce losses larger than Fitch's base case expectations, which in
turn may result in negative rating action on the notes.

Model-implied rating sensitivities to increased default and
decreased recovery assumptions by 15% and 30% are summarised. These
are designed to provide information about the sensitivity of the
ratings to model assumptions. These should not be used as an
indicator of possible future performance.

Class A notes: 'BBBsf' and 'B+sf'

Class B notes: 'BBsf' and 'CCCsf'

Class C notes: 'CCCsf' and 'NRsf'

Class D notes: 'CCCsf' and 'NRsf'

Class E notes: 'NRsf' and 'NRsf'

CRITERIA VARIATION

Treatment of Further Drawdowns

In Fitch's credit analysis of the portfolio, potential further
drawdowns of the underlying mortgages were not considered when
estimating portfolio loan-to-value (LTV) trends. This is
substantiated by the zero instances registered to date since
Anticipa serviced the portfolio in April 2015, driven by stringent
conditions that discourage debtors from requesting further
advances.

This variation to Fitch's European RMBS Rating Criteria, according
to which potential further advances should be considered during
asset analysis impacting weighted-average FF and recovery outputs,
has a model-implied rating impact of one notch for the class A, B,
C and E notes and two notches for the class D 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.



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

BANKPOZITIF KREDI: Fitch Withdraws B+ IDR for Commercial Reasons
----------------------------------------------------------------
Fitch Ratings maintained BankPozitif Kredi ve Kalkinma Bankasi
A.S.'s 'B+' Long-Term Foreign-Currency Issuer Default Rating and
'4' Support Rating on Rating Watch Negative and simultaneously
withdrawn the ratings.

The ratings have been withdrawn for commercial reasons.

KEY RATING DRIVERS

IDRS, NATIONAL RATINGS, SUPPORT RATING AND SENIOR DEBT

The RWN reflects that BankPozitif's 69.8% owner, Bank Hapoalim
(A/Stable), has stepped up activities towards selling the bank.
Fitch views the probability of the bank's sale over the near term
to have increased materially. According to Bank Hapoalim's 3Q19
financial statements, the bank expects to enter into a sale
agreement regarding BankPozitif within the next year.

BankPozitif's 'B+' LTFC IDR and senior debt rating are driven by
potential support, in case of need, from the higher-rated parent,
Bank Hapoalim. Fitch's assessment of support considers Bank
Hapoalim's majority ownership, BankPozitif's small size, the level
of integration between the two banks and the record of funding
support from the parent. However, BankPozitif is of limited
strategic importance to Bank Hapoalim, as evidenced by the
wind-down of its operations and by the shareholder's plan to
dispose of its stake in the near term.

BankPozitif's LTFC IDR is capped at one notch below Turkey's 'BB-'
sovereign rating, reflecting Fitch's view that in case of marked
deterioration in Turkey's external finances, the risk of government
intervention in the banking sector that would prevent the bank from
servicing its FC obligations would be higher than that of a
sovereign default. However, the bank's Long-Term Local-Currency IDR
is rated one notch above the LTFC IDR at 'BB-', reflecting its view
of a lower likelihood of government intervention in local
currency.

Fitch has not resolved the RWN as the sale of BankPozitif has not
been completed and a potential buyer has reportedly not been
identified.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawal.

YAPI VE KREDI: Fitch Affirms B+ LT IDR, Alters Outlook to Neg.
--------------------------------------------------------------
Fitch Ratings revised Yapi ve Kredi Bankasi A.S.'s Outlook to
Negative from Stable and affirmed the bank's Long-Term Foreign
Currency Issuer Default Rating at 'B+'. At the same time, Fitch has
downgraded the bank's Long-Term Local Currency IDR to 'B+' from
'BB-'. The Outlook on the LTLC IDR is Stable.

Fitch has also revised the LTFC IDR Outlooks of YKB's subsidiaries,
Yapi Kredi Finansal Kiralama (Yapi Kredi Leasing), Yapi Kredi
Faktoring and Yapi Kredi Yatirim (Yapi Kredi Investment), to
Negative from Stable to mirror those on the parent.

These rating actions follow the announcement by UniCredit S.p.A
(BBB/Negative), YKB's joint controlling shareholder, of its plan to
materially reduce its stake in YKB as part of the group's
capital-optimisation strategy.

UniCredit and Koc Group currently each hold a 50% stake in Koc
Financial Services (KFS), which owns 81.9% of YKB. The remaining
shares are traded on the Borsa Istanbul. On November 30, 2019, the
two shareholders announced that UniCredit plans to purchase a
direct 31.9% stake in YKB from KFS and for the remaining part of
its KFS stake to be sold to Koc Group, thereby reducing UniCredit's
effective ownership of YKB. Following this change in ownership
structure, Koc Group will become YKB's largest shareholder with a
49.99% stake (40.95% indirectly through KFS and 9.04% directly).
Subject to regulatory approval, the parties expect to complete
these transactions by end-1H20. In addition, UniCredit plans to
fully deconsolidate YKB by 2023.

As a result of the planned ownership change, Fitch believes that
UniCredit's propensity to support YKB has reduced materially and
has revised downwards its view of support accordingly. YKB's
ratings, which had hitherto been driven by potential support from
UniCredit, are now driven by the bank's Viability Rating (VR), or
standalone creditworthiness. The Negative Outlook on YKB's LTFC IDR
reflects downside risks to the bank's standalone profile given
operating environment risks.

At the same time, Fitch has assigned YKB a Support Rating Floor of
'B', at the level of domestic systemically important Turkish banks,
two notches below the sovereign LTFC IDR. This reflects potential
support from the Turkish authorities, in case of need, based on
YKB's systemic importance (8.5%-9% market share of assets, loans
and deposits), but also its private ownership and the Turkish
authorities' limited ability to provide support in foreign-currency
given Turkey's modest net foreign-currency reserves.

In addition, Fitch believes Koc Group would have a high propensity
to provide support to YKB, in case of need, given the latter's
strategic importance to the wider group and the track record of
support to date. However, Koc's ability to provide support cannot
be reliably assessed by Fitch.

The downgrade of the LTLC IDR to 'B+' reflects that this rating is
no longer driven by institutional support from UniCredit. It is now
driven by potential sovereign support and its Stable Outlook
mirrors that on the sovereign. Fitch assesses the likelihood of
sovereign support in local currency as higher than in foreign
currency because of low net foreign currency reserves.

KEY RATING DRIVERS

IDRS, NATIONAL RATING, SENIOR DEBT AND SUPPORT RATING FLOOR

The 'B+' LTFC IDR and senior debt rating of YKB are driven by its
Viability Rating (VR), which reflects its exposure to the high-risk
Turkish operating environment, but also its solid franchise and
record of generally adequate financial metrics. The Negative
Outlook reflects risks to asset quality, profitability,
capitalisation, funding and liquidity in the still challenging
Turkish operating environment.

The bank's LTLC IDR is now driven by potential sovereign support.
The bank's Support Rating is affirmed at '4', but its view of
support now reflects potential support from the Turkish
authorities, in case of need - as reflected in YKB's 'B' SRF - as
opposed to institutional support.

SUBSIDIARIES

The support-driven IDRs of Yapi Kredi Leasing, Yapi Kredi Faktoring
and Yapi Investment are equalised with those of YKB, reflecting
their close integration with their parent, including the sharing of
risk- assessment systems, customers, branding and management
resources.

NATIONAL RATING

The downgrade of YKB's and subsidiaries' National Ratings to
'A+(tur)' from 'AA(tur)' reflects its view that their
creditworthiness in local currency relative to other Turkish
issuers has weakened given the downgrade of the bank's LTLC IDR.

SUBORDINATED DEBT RATINGS

The subordinated notes ratings of YKB are now driven by its VR.
This reflects its view that the bank's support-driven IDR is no
longer the appropriate anchor rating, given that support from
UniCredit can no longer be relied upon to extend to the bank's
junior debt obligations. The subordinated notes' notching includes
one notch for loss severity and zero notches for non-performance
risk.

RATING SENSITIVITIES

IDRS, VR, NATIONAL RATING, SENIOR DEBT AND SUPPORT RATING

The LTFC IDR and senior debt ratings are sensitive to a change in
the VR. The LTLC IDR is sensitive to a change in the ability or
propensity of the sovereign to provide support in local currency,
in case of need. However, the LTLC IDR would only be downgraded if
YKB's 'b+' VR is also downgraded.

YKB's VR could be downgraded on marked deterioration in the
operating environment or weakening in the bank's asset quality,
capitalisation, funding and liquidity, although short-term risks
have abated alongside Turkey's progress in rebalancing and
stabilising the economy.

The Outlook on the LTFC IDR could be revised to Stable if more
stable macro and market conditions support a record of reasonable
and sustainable financial metrics at the bank and if YKB maintains
adequate capital and liquidity buffers for its risk profile.

The bank's Support Rating could be downgraded if the Turkish
sovereign is downgraded, if its ability to support the banking
system in foreign currency materially weakens or if Fitch believes
the sovereign's propensity to support the bank has reduced. The SRF
could be upgraded if the sovereign is upgraded or the ability to
provide foreign-currency support materially improves.

SUBORDINATED DEBT RATING

The subordinated debt rating is primarily sensitive to changes in
the bank's VR. The rating is also sensitive to a change in notching
from the VR due to a revision in Fitch's assessment of the
probability of the notes' non-performance risk or of loss severity
in case of non-performance.

SUBSIDIARY RATINGS

The ratings of subsidiaries are sensitive to changes in the
Long-Term IDRs of YKB.

ESG CONSIDERATIONS

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



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

ADDISON LEE: Vice Chair Seeks to Raise Funds to Buy Out Firm
------------------------------------------------------------
Katerina Petroff at Bloomberg News, citing Sky News, reports that
Liam Griffin, the vice chairman of London minicab operator Addison
Lee, has approached investors to raise funds to buy out the company
from Carlyle Group LP.

Mr. Griffin made a provisional offer of about GBP125 million
(US$164 million) in the past two weeks that had yet to secure all
the necessary funding, according to the report, which cited
unidentified people familiar with the matter, Bloomberg relates.

Sky said the minicab firm is targeting a rescue deal by end of the
year, Bloomberg discloses.

The company has about GBP197 million in loans due in April 2020,
according to data compiled by Bloomberg.  The Sky report said it
has outstanding debts of GBP230 million, Bloomberg notes.

BEALES: Calls in Advisers to Explore Refinancing Options
--------------------------------------------------------
Grace Whelan at Drapers reports that British department store chain
Beales has reportedly called in advisers to explore refinancing
options.

The privately-owned business has hired professional services firm
KMPG to lead a strategic review that could result in its exit from
a small number of stores, Drapers relays, citing Sky News.

Beales is said to be hoping to negotiate rent reductions on some of
its 22 stores, and is keen to explore debt-raising options that
would allow for the acceleration of its restructuring, Drapers
discloses.

The department store chain was previously advised by KPMG during
its company voluntary arrangement, which was passed in March 2016,
Drapers recounts.  The CVA, which allowed Beales to reduce rents on
11 of its then 29 stores, was backed by 93% of creditors, Drapers
notes.

It is understood the retailer employs around 1,300 people, with a
further 300 staff working in its branded concessions, Drapers
states.


CEMTEAL LTD: Intends to Appoint Administrator
---------------------------------------------
Adria Calatayud at Dow Jones Newswires reports that CEPS PLC said
that its 80%-owned subsidiary CemTeal Ltd. intends to appoint an
administrator.

According to Dow Jones, the U.K. industrial holding company said
CemTeal's subsidiaries CEM Press Ltd. and Travelfast Ltd. plan to
appoint administrators, while the remaining entities in the CemTeal
group of companies will be wound-up in the near future.

CEPS said it will book losses relating to CemTeal in its accounts
for 2019, although no cash cost is anticipated, Dow Jones relates.

CINEWORLD GROUP: S&P Places 'BB-' LT ICR On CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings placed its 'BB-' long-term issuer credit and
senior secured debt issue ratings on U.K.-based Cineworld Group PLC
on CreditWatch with negative implications. The CreditWatch
placement follows the announcement that Cineworld has made an offer
to acquire 100% of Canada-based cinema exhibitor Cineplex Inc. for
approximately $2.2 billion in cash.

Cineworld plans to finance the acquisition by issuing about $2.3
billion new debt. The transaction is subject to approval by
shareholders of both companies, and by the relevant regulatory
authorities. S&P expects it will close in the first half of 2020.

S&P anticipates that in 2020-2021, Cineworld's S&P Global
Ratings-adjusted leverage will exceed 4.5x on a weighted-average
basis.

This is an increase on our previous expectation that Cineworld's
financial policy would focus on reducing and maintaining adjusted
leverage at 4.0x-4.5x in 2020 and thereafter.

The proposed sizable fully debt-financed acquisition of Cineplex
comes only two years after the transformative acquisition of Regal
in 2018.

The proposed transaction implies higher leverage than we had
previously expected. S&P said, "We estimate that in 2020 (including
Cineplex pro forma from the beginning of the year), the combined
group's adjusted leverage will increase to about 5.0x from the 4.6x
in 2019 that we forecast for Cineworld on a stand-alone basis. We
also have a cautious outlook on 2020 in terms of the film slate and
cinema admissions' performance in the group's key mature markets in
the U.S., Canada, and the U.K., which might hamper the group's
deleveraging prospects."

The Cineplex acquisition will benefit Cineworld's competitive
position against global cinema exhibitors by adding size and scale
to its operations.

The group will become North America's largest cinema exhibitor,
will gain a very strong market position in Canada, and will become
fairly comparable globally with AMC Entertainment Inc. This will
provide Cineworld with more power to negotiate film-rental costs
with studios compared with smaller peers, and better able to
achieve revenue and cost synergies and economies of scale. S&P also
thinks the group will benefit from sharing existing technologies
and best practices across the group.

The acquisition provides the opportunity to achieve synergies,
supported by Cineworld's good track record of integration and cost
savings.

S&P expects Cineworld will successfully integrate Cineplex's
operations, based on its previous execution of the transformative
Regal acquisition in 2018-2019, and its substantial cost savings to
date. The proposed transaction should also allow management to
reduce administrative, procurement, and other costs, and improve
the group's profitability after the acquisition.

Similar to other cinema exhibitors, Cineworld's operating
performance and credit metrics are exposed to the volatile cinema
industry.

Its operating performance depends heavily on the timing and success
of film releases, which varies significantly from year to year, is
difficult to predict, and is largely outside the company's control.
In 2020-2021 and over the medium term, S&P expects only modest
revenue growth of 1%-2% per year for the combined group, owing to
increasing competition from out-of-home entertainment and in-home
viewing, and stagnating admissions in the mature markets of the
U.S., Canada, and the U.K. Increasing retail and other revenue will
support overall revenue growth. S&P estimates the combined group's
adjusted EBITDA margin (including the impact of International
Financial Reporting Standards [IFRS] 16 accounting) at about 33% in
2020, and we think it will gradually improve thereafter.

Substantial free operating cash flow (FOCF) should allow Cineworld
to gradually reduce adjusted leverage to less than 5.0x in 2021 and
thereafter.  S&P thinks that Cineworld will generate substantial
FOCF exceeding $450 million-$500 million per year in 2020-2021, and
will maintain its dividend policy, provided performance is in line
with our base-case expectations in 2020 and 2021.

S&P said, "We plan to resolve the CreditWatch placement upon the
transaction's closing, which we expect in the first half of 2020.
Based on the proposed transaction and provided the group's
operating performance is in line with our base-case expectations,
we will likely lower the issuer credit rating and the rating on the
existing senior secured debt by one notch from 'BB-' to 'B+'."


G3 EXPLORATION: Application to Appoint A&M as Liquidators OK'd
--------------------------------------------------------------
Adria Calatayud at Dow Jones Newswires reports that the Cayman
Islands' Grand Court accepted G3 Exploration Ltd.'s application to
appoint Alvarez & Marsal as joint provisional liquidators to
develop a restructuring plan.

The U.K.-listed gas producer with operations in China said the
court ruling allows the company to maintain its operations, Dow
Jones relates.  It said as a result, the company doesn't plan to
apply for any trading suspension, Dow Jones notes.

According to Dow Jones, the company said under the appointment of
joint provisional liquidators, G3's directors will retain control
of the day-to-day management of the company while the liquidators
focus on a comprehensive restructuring plan.

G3, as cited by Dow Jones, said it is seeking to restructure its
assets and liabilities to pay its creditors in full, distribute its
interest in Green Dragon Gas to shareholders and continue as an
exploration and appraisal company specializing in coalbed methane.

PETRA DIAMONDS: Moody's Downgrades CFR to Caa1, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Petra Diamonds Limited's
corporate family rating to Caa1 from B3 and its probability of
default rating to Caa1-PD from B3-PD. Moody's has also downgraded
to Caa1 from B3 the rating on the $650 million guaranteed senior
secured second lien notes due in May 2022 issued by Petra Diamonds
US$ Treasury Plc, a wholly owned subsidiary of Petra. The outlook
for both entities is stable.

RATINGS RATIONALE

The rating action reflects the continued uncertainty in the pace of
Petra's deleveraging trend within the context of a challenging
diamond market and volatile global economic conditions. This
heightens refinancing risk for Petra ahead of its $650 million
notes which mature in May 2022.

Moody's has revised downwards its base case forecast for Petra
following the company's Q1 FY2020 trading update which reported a
23% year-over-year decline in Q1 revenues and a 4%
quarter-over-quarter decline in diamond prices. For the fiscal year
ended June 30, 2019 (FY2019), Petra's Moody's adjusted gross
debt/EBITDA stood at 5.2x and EBIT/interest expense stood at 0.4x
while metrics in FY2020 are forecasted to be 4.7x and 0.8x
respectively. While Moody's base case forecast indicates an
incremental improvement in credit metrics, the overall improvement
in cash flow generation is expected to remain weak because of the
operating environment.

There are some early signs that diamond prices have bottomed out,
with market conditions being supported in the near-term by major
diamond producers who are showing supply discipline and medium to
long-term fundamentals to be supported by a steady contraction in
global diamond production. Moody's however does not anticipate a
significant improvement in the pricing environment over the next
12-18 months. The recovery of high value stones and variability in
product mix remains a key uncertainty for Petra's credit profile,
but one which can provide additional upside as seen by the recovery
of the 20.1ct blue diamond at the Cullinan mine and sold in
November for $14.9 million.

Under 'Project 2022', management is targeting $150-$200 million of
free cash flow over the next three years after taking into account
$52.1 million in Black Economic Empowerment (BEE)-related debt
payments. Petra will need to be on track to reach these objectives
in order to accumulate a cash balance necessary to meaningfully
reduce gross leverage. Benefits from Project 2022 are expected to
be most visible in FY2021 and FY2022 and are dependent on increased
production and diamond prices not falling further. The company is
operationally doing well but is exposed to a number of factors
outside its control which reduces the visibility on future cash
flow generation such as fluctuations in diamond prices, volatility
in USD/ZAR exchange rate, and event risks related to mine
operations.

LIQUIDITY

Petra's liquidity is adequate, and as at September 30, 2019, the
company had cash balances of $57.2 million and ZAR1.5 billion
($106.7 million) in undrawn credit facilities. The latter comprises
of a ZAR1 billion revolving credit facility that matures in October
2021 and a ZAR500 million working capital facility that is renewed
annually. Moody's forecasts that Petra will be unable to meet the
financial covenant requirements under these credit facilities over
the next several measurement dates particularly given that the
covenants tighten semi-annually. Petra has a track record of
successfully amending its bank covenants given its strong banking
relationships, but this situation weakens Petra's overall liquidity
profile. Moody's does not anticipate that Petra will have to use
these credit facilities unless diamond prices fall further.

Following the end of its capex cycle in FY2019, Moody's forecasts
that Petra will generate about $40 million in free cash flow in
FY2020 (prior to any BEE related debt payments). Annual capex
averaged $230 million over the FY2014-FY2018 period, has fallen to
about $80 million in FY2019 and is forecasted to average $50
million over the next three years. The company will fully pay down
the BEE debt by November 2021 after which the only debt obligation
will be the $650 million notes due in May 2022.

STRUCTURAL CONSIDERATIONS

Petra's $650 million senior secured second lien notes rank behind
the ZAR1.5 billion senior secured first lien credit facilities.
These facilities are currently undrawn and are unlikely to be used,
considering the expected free cash flow generation over the next
several years. In addition, while the $52.1 million BEE loan
guarantee obligation is part of the first lien creditor class, this
debt will amortize over the next two years. Moody's has therefore
aligned the rating of the notes with the CFR. A reliance on the
bank facilities could cause the rating of the notes to be notched
down relative to the CFR.

RATIONALE FOR STABLE OUTLOOK

The stable outlook balances the currently weak market conditions
while reflecting Moody's expectation that Petra will still be able
to generate a degree of positive free cash flow over the next 18 to
24 months.

WHAT COULD CHANGE THE RATINGS UP/DOWN

An upgrade would require Petra addressing refinancing risk
associated with its May 2022 notes, an overall reduction in gross
leverage, and an improvement in its liquidity position. These steps
are likely to be supported through a combination of an improvement
in the operating environment along with the company displaying a
track record of successfully executing on its Project 2022
initiatives. Positive pressure would also require (1) an assessment
of Petra's medium to long-term investment and funding requirements
to extend the life of its mines; and (2) EBIT/interest expense
being sustainably above 1.5x.

The ratings could be downgraded if (1) there is a deterioration in
Petra's liquidity position, for instance, if rough diamond prices
drop further; (2) the likelihood of a distressed exchange becomes
evident; and (3) EBIT/interest expense does not trend towards
1.0x.

LIST OF AFFECTED RATINGS

Issuer: Petra Diamonds Limited

Downgrades:

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

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

Outlook Action:

Outlook, Remains Stable

Issuer: Petra Diamonds US$ Treasury Plc

Downgrade:

Backed Senior Secured Regular Bond/Debenture, Downgraded to Caa1
from B3

Outlook Action:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Mining
published in September 2018.

COMPANY PROFILE

Petra is a rough diamond producer listed on the London Stock
Exchange, registered in Bermuda and with its group management
office domiciled in the United Kingdom. The company's primary
assets are the Cullinan, Finsch and Koffiefontein underground mines
in South Africa and Williamson open pit mine in Tanzania. For the
last twelve months ended September 30, 2019, Petra produced 3.9
million carats of diamonds and reported $445 million in revenues.

PINNACLE BIDCO: S&P Places 'B' Issuer Credit Rating on Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating on Pinnacle
Bidco PLC (trading as PureGym) on CreditWatch with negative
implications. At the same time, S&P placed its 'B' issue rating on
the GBP430 million senior secured notes and its 'BB-' issue rating
on the super senior revolving credit facility (SSRCF) on
CreditWatch with negative implications.

S&P placed the rating on CreditWatch negative because PureGym plans
to buy Fitness World for an enterprise value of GBP350 million and
pay for it by raising new debt. This acquisition will enable
PureGym to expand its operation beyond the U.K.

Fitness World operates in three European markets and generates
annual revenue of about GBP179 million. Its largest market,
Denmark, represents about 83% of its revenue. It leads the Danish
fitness market, where it has a share of 45%. However, Fitness
World's profit margins are about 10% lower than PureGym's
stand-alone margins. Given the geographic spread, S&P considers
that potential synergies that could improve overall profitability
will be limited to procurement and the sharing of best practices.

The company has announced that the pro forma group will have 484
gyms with combined revenue of GBP426 million. It reported its
adjusted EBITDA for the combined group at GBP125 million. However,
in calculating our S&P Global Ratings-adjusted EBITDA, S&P
typically exclude expenses such as pre-opening costs and certain
other exceptional costs.

S&P said, "Pro forma the acquisition, we estimate that S&P Global
Ratings-adjusted leverage (including operating lease debt) at
closing could rise above 7x if the entire GBP350 million purchase
price is funded with debt. This could trigger a downgrade. However,
we do not have sufficient information to accurately calculate our
credit metrics at this stage. We will therefore review this
information before resolving our CreditWatch placement.

"We will resolve the CreditWatch for Pinnacle Bidco within the next
three months. By this time, we expect to have more information,
including a review of Fitness World's financials, better
understanding of synergies, and a timeline of the potential
deleveraging. We will also assess the group's financial policies
and the impact of the transaction on the company's final capital
structure.

"We could lower our ratings on Pinnacle Bidco by up to one notch if
we considered that leverage was likely to exceed 7x or funds from
operations to debt would fall below 5% for a sustained period, pro
forma for the transaction."


WALCOM GROUP: Failure to Secure Funding May Spur Liquidation
------------------------------------------------------------
Sabela Ojea at The Wall Street Journal reports that Walcom Group
Ltd. on Dec. 6 warned it may be forced into liquidation and halting
its operations if the company doesn't secure further funding by the
end of December.

According to the Journal, the China-based, U.K.-listed
investment-holding company said it remains in talks with Chief
Executive Officer Francis Chi to provide a further loan to help
stabilize the group's working capital position.

However, Walcom also said that there can be no guarantee that the
company's working-capital shortfall will be stabilized, as it also
needs to repay a loan of RMB1 million (US$141,890) to a lender by
June 2020, the Journal notes.  The company had previously agreed to
repay the loan in the second week of December, the Journal
relates.




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

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

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

This material is copyrighted and any commercial use, resale or
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