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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

          Wednesday, December 25, 2019, Vol. 20, No. 257

                           Headlines



F I N L A N D

TAURUS 2019-4 FIN: S&P Puts BB+ (sf) Rating on $14MM Class E Notes


F R A N C E

NOVARTEX SAS: S&P Cuts Rating to SD on Debt Restructuring Approval


G E R M A N Y

EUROMAX VI ABS: S&P Cuts Rating on Class E Notes to 'CC(sf)'


I R E L A N D

HARVEST CLO X: S&P Affirms B (sf) Rating on Class F Notes


K A Z A K H S T A N

NOMAD INSURANCE: S&P Assigns 'BB-' ICR, Outlook Stable


N E T H E R L A N D S

CHAPEL 2003-I: S&P Affirms 'CCC+ (sf)' Rating on Class C Notes


U N I T E D   K I N G D O M

DEBENHAMS PLC: Landlord Challenges CVA Decision
INCOME FOCUS: Aberdeen Standard Investments to Take Over Fund
JAGUAR LAND: S&P Assigns 'B+' Rating to New Senior Unsecured Notes
MUTUAL SECURITISATION: S&P Affirms CCC-(sf) Class A2 Notes Rating
PIZZAEXPRESS: S&P Ups ICR to 'CCC-' After Distressed Exchange

THOMAS COOK: FRC Extends Investigation Into Collapse
WAGAMAMA: S&P Affirms Parent's 'B' ICR on Deleveraging Prospects

                           - - - - -


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F I N L A N D
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TAURUS 2019-4 FIN: S&P Puts BB+ (sf) Rating on $14MM Class E Notes
------------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Taurus 2019-4 FIN
DAC's class A, B, C, D, and E notes. At closing, Taurus 2019-4 FIN
also issued unrated class X notes.

The transaction is backed by one senior loan, which Bank of America
Merrill Lynch International DAC (BofAML) originated in August 2019
to refinance a portfolio of three properties owned by Sponda PLC, a
Finnish real estate company owned by Blackstone Group.

The senior loan backing this true sale transaction is EUR204.3
million and is secured by three Finnish properties, with two
located in the city of Tampere and the other in the city of
Vantaa.

The securitized senior loan (EUR194.1 million) is 95.0% of the
senior loan (EUR204.3 million). As part of EU and U.S. risk
retention requirements, the issuer and the issuer lender (BofAML)
entered into a EUR10.2 million (representing 5% of the securitized
senior loan) issuer loan agreement, which ranks pari passu to each
rated class of notes and the class X notes. The issuer lender
advanced the issuer loan to the issuer on the closing date. The
issuer applied the proceeds of the issuer loan as partial
consideration for the purchase of the securitized senior loan from
the loan seller.

The appraiser has valued the portfolio at EUR337.0 million, and the
current loan-to-value (LTV) ratio is 60.6%. This value considers
the gross development value for the office asset, which is the
value assigned assuming completion of the ongoing construction. The
loan has an initial term of two years, with three one-year
extension options. There is no scheduled amortization over the loan
term. There are cash trap mechanisms set at a 70.0% LTV ratio, or a
minimum debt yield set at 9.7%.

S&P said, "Our ratings address the issuer's ability to meet timely
interest payments and principal repayment no later than the legal
final maturity in November 2031. Our ratings on the notes reflect
our assessment of the underlying loan's credit, cash flow, and
legal characteristics and an analysis of the transaction's
counterparty and operational risks."

  Ratings List

  Class   Rating    Amount (mil. EUR)
  A       AAA (sf)  102.03
  B       AA (sf)    26.01
  C       A (sf)     26.01
  D       BBB (sf)   26.01
  E       BB+ (sf)   14.00
  X       NR          0.10

  NR--Not rated.




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

NOVARTEX SAS: S&P Cuts Rating to SD on Debt Restructuring Approval
------------------------------------------------------------------
S&P Global Ratings lowered to 'SD' (selective default) from 'CC'
its ratings on Novartex S.A.S. and removing them from CreditWatch
negative.

The downgrade follows Novartex's completion on Dec. 17 of the
debt-to-equity swap of the remaining amount on its EUR500 million
new money loan. Novartex is the parent of French apparel and
footwear retailer Vivarte Group. The group started debt
restructuring in August 2019, through a fiduciary process,
following its announcement that it would not be in a position to
repay the EUR100 million balance of the EUR300 million prepayment
due on October 2019 on the EUR500 million new money loan. Given the
company's inability to comply with the terms of its documentation,
notably regarding mandatory prepayments, and the subsequent
debt-to-equity conversion, we view this transaction as tantamount
to a default. Moreover, S&P has withdrawn its rating on the
instrument.

S&P said, "We will review the rating in the next coming days after
analyzing the group's new capital structure. After this
transaction, Vivarte Group has negligible amounts of debt and a
high amount of cash on the balance sheet, enabling the group to
withstand intrayear working capital swings, even without short-term
credit lines. The conversion will also improve cash flow generation
since the group will no longer have to service cash interest.
However, given the high volatility of the group's earnings, we
expect negative free operating cash flow of up to -EUR5 million in
fiscal year ending Aug. 31, 2020. Furthermore, we assume that
Vivarte is likely to be disposed of in parts to potential
investors."




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

EUROMAX VI ABS: S&P Cuts Rating on Class E Notes to 'CC(sf)'
------------------------------------------------------------
S&P Global Ratings took various rating actions on the notes issued
by EUROMAX VI ABS Ltd.

Specifically, we have:

-- Raised to 'AAA (sf)' from 'A+ (sf)' its rating on the class A
notes;

-- Lowered to 'CC (sf)' from 'CCC- (sf)' its rating on the class E
notes; and

-- Affirmed its ratings on the class B, C, and D notes.

The rating actions follow S&P's analysis of the transaction's
performance and the application of our relevant criteria.

S&P said, "Since our last review, the class A notes have continued
to amortize, with only 0.04% of their initial balance now
outstanding. The credit enhancement for the class A notes has
significantly increased since our last review, and supplemental
test results are now commensurate with an 'AAA (sf)' rating.
Therefore, we have raised our rating on the class A notes to 'AAA
(sf)' from 'A+ (sf)'.

"Since our last review, the class B notes have continued to receive
timely interest payments. We recognize that their credit
enhancement has decreased to 9% of the asset pool from 12%, and
this in part explains the downward rating pressure observed in our
credit and cash flow analysis. However, as part of our analysis, we
also took into account the impact negative Euro Interbank Offered
Rate (EURIBOR) rates are having on this class of notes. For
example, on the last four payments dates, the class B notes have
received between EUR7,000 and EUR13,000 as a result of negative
EURIBOR rates. On this basis, and considering that this class will
become the most senior outstanding, our analysis shows that the
available credit enhancement for the class B notes remains
commensurate with their current rating. We have therefore affirmed
these notes at 'B+ (sf)'.

"The class C, D, and E notes have continued to defer their interest
payments and pay-in-kind (PIK). In our opinion, the full repayment
of these notes significantly depends on the market value of the
defaulted assets in the portfolio, in addition to the current
credit enhancement they benefit from. This includes, for example,
assuming whether defaulted assets are able to realize a higher
recovery than anticipated under our analysis. Therefore, in our
view, the class C and D notes remain commensurate with their
current ratings, taking into account all of the above factors.

"For the class E notes, even after incorporating the above recovery
analysis, we believe this class is still highly vulnerable to
nonpayment. For example, even if we were to assume full credit to
defaulted assets, we note that available credit enhancement remains
insufficient to repay principal in full. We have therefore lowered
to 'CC (sf)' from 'CCC- (sf)' our rating on the class E notes."

EUROMAX VI ABS is a cash flow mezzanine structured finance
collateralized debt obligation of a portfolio that predominantly
consists of mortgage-backed securities. The transaction closed in
April 2007, and Collineo Asset Management GmbH manages it. In our
analysis, the largest performing asset currently comprises 20% of
the available collateral.




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I R E L A N D
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HARVEST CLO X: S&P Affirms B (sf) Rating on Class F Notes
---------------------------------------------------------
S&P Global Ratings raised its credit ratings on Harvest CLO X DAC's
class B-R, C-R, D-R, and E notes. At the same time, S&P has
affirmed its ratings on the class A-R and F notes.

S&P said, "Upon the publication of our updated global corporate CLO
criteria, we placed those ratings that could be affected under
criteria observation. Following our review, our ratings on all
classes of notes in this transaction are no longer under criteria
observation.

"The rating actions follow the application of our global corporate
CLO criteria and our credit and cash flow analysis of the
transaction, based on the trustee report as of November 2019.

"Our ratings address timely payment of interest and ultimate
payment of principal on the class A-R and B-R notes, and the
ultimate payment of interest and principal on the class C-R, D-R,
E, and F notes."

Since S&P's previous review in August 2017, the transaction has
benefited from the following positive developments:

-- The reinvestment period ended in November 2018, and the rated
notes started amortizing.

-- The class A-R notes have amortized by approximately EUR96
million.

-- Since closing, the available credit enhancement has increased
for all of the rated notes.

-- S&P's estimate of the portfolio's weighted-average life has
reduced to 4.44 years from 5.39 years.

-- The weighted-average rating has remained constant at 'B'.

-- The scenario default rate have decreased for all rating
scenarios as the pool becomes more concentrated with continued
deleveraging.

  Portfolio Benchmarks
                                    November 2019    August 2017
  S&P weighted-average rating factor     2,686.66       2,540.68
  Default rate dispersion                  591.62         608.25
  Weighted-average life (years)              4.44           5.37
  Obligor diversity measure                 84.44         112.38
  Industry diversity measure                17.40          17.64
  Regional diversity measure                 1.38           1.67
  'AAA' scenario default rate (%)           60.82          63.54

  Transaction Key Metrics
                                    November 2019    August 2017
  Total par amount (mil. EUR)              350.95         452.14
  Defaulted assets (mil. EUR)                0.00           0.00
  Number of performing obligors               111            149
  Portfolio weighted-average rating
    derived from our CDO evaluator            'B'            'B'
  'CCC' category rated assets (mil. EUR)     6.53          14.86
  'AAA' weighted-average recovery calculated
    on the performing assets (%)            37.37          35.91
  Weighted-average spread of the
    performing assets (%)                    3.93           3.71

S&P said, "Our credit and cash flow analysis indicates that the
class B-R, C-R, D-R, and E notes can withstand higher stresses than
those we apply at the currently assigned ratings. We have therefore
raised to 'AAA (sf)', 'AA (sf)', 'A (sf)', and 'BB+ (sf)' from 'AA+
(sf)', 'A (sf)', 'BBB (sf)', and 'BB (sf)' our ratings on the class
B-R, C-R, D-R, and E notes, respectively.

"Our credit and cash flow analysis shows that the current credit
enhancement for the class A-R and F notes is commensurate with
their current ratings. We have therefore affirmed our 'AAA (sf)'
and 'B (sf)' ratings, respectively, on these classes of notes."

  Cash Flow Results
  Class  Rating   Amount   Sub(%)  BDR(%)  SDR(%) BDR cushion
                  (mil. EUR)                         (%)
  A-R    AAA (sf) 168.40   52.02   84.90   60.82    24.08
  B-R    AAA (sf) 56.30    35.97   64.61   60.82     3.79
  C-R    AA (sf)  30.40    27.31   59.18   52.89     6.29
  D-R    A (sf)   23.60    20.59   50.77   46.56     4.21
  E      BB+ (sf) 29.20    12.27   39.36   34.54     4.82
  F      B (sf)   12.40    8.73    27.99   25.92     2.07

BDR--Break-even default rate.
SDR--Scenario default rate.

Counterparty, operational, and legal risks are adequately mitigated
in line with S&P's criteria.

Harvest CLO X is a cash flow CLO transaction that securitizes loans
granted to primarily speculative-grade corporate firms. The
transaction is managed by Investcorp Credit Management EU Ltd.




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K A Z A K H S T A N
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NOMAD INSURANCE: S&P Assigns 'BB-' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long term insurer financial
strength and issuer credit ratings, and a 'kzA' national scale
rating to Nomad Insurance Co. (Nomad). The outlook on the global
scale rating is stable. S&P does not assign outlooks to Kazakhstani
national scale ratings.

S&P said, "The stable outlook reflects our expectation that in the
next 12 months, Nomad will maintain its well-established market
position in the Kazakhstan property and casualty (P/C) insurance
market while maintaining good profitability metrics compared with
peers. At the same time, we expect Nomad's capital adequacy will
remain at the current satisfactory level according to our model,
thanks to its retained earnings and adjustable dividend policy.

"We could lower the ratings in the next 12 months if Nomad
increased its exposure to lower-quality instruments, or its capital
position weakened due to either a weaker-than-expected operating
performance, investment losses, or considerably higher dividend
payouts than we currently expect.

"We could take a positive rating action in the next 12 months if
Nomad demonstrates sustained strengthening of its capital adequacy
on the back of its competitive standing and profitability.
Furthermore, if we believe that the credit quality of the company's
invested assets is improving to 'BBB' category, we could also
consider a positive rating action.

"The ratings reflect our view that Nomad is a leading insurer in
the Kazakhstan insurance market, and its good operating performance
over recent years. At the same time, the ratings are constrained by
the company's modest capitalization compared with peers, as per
both local regulatory requirements and our capital model.

With an 8% market share based on gross premium written, Nomad is
the third-largest player in the Kazakhstan P/C insurance sector as
of Nov. 1, 2019. It benefits from a solid and long-standing market
position, a well-known brand name, and a well-established
distribution network. The company's top-line increased by about 14%
in the first 10 months of 2019 in both motor and corporate sectors
compared with the same period in 2018, following almost flat growth
in 2018. Nomad benefited from the reallocation of insurance
premiums to more sustainable insurance companies, taking into
account the volatile market environment, with a number of companies
leaving the market, and its leading market positions. On the back
of increasing competition in the market, S&P expects Nomad will
moderate its growth in 2020-2021, consistent with the largest
players, to approximately 10% annually.

Rapid growth in 2019 did not compromise Nomad's profitability,
which has been positive over the past three years. Nomad reported a
positive underwriting performance, with a net combined (loss and
expense) ratio of 94% in 2018, and 80% for the first 10 months of
2019, stronger than its five-year average. In addition, Nomad
reported high net profits of Kazakhstani tenge (KZT) 4.3 billion in
the first 10 months of 2019 relative to its five-year average,
benefiting from a stronger technical performance, solid investment
returns, and some foreign-exchange gains. S&P said, "In our
base-case scenario, we expect Nomad will report a better technical
and investment performance in 2019-2021 than its five-year average.
We estimate the insurer will report a net P/C combined ratio lower
than 90% for this period, which is better than the peer average, on
the back of lower growth and cost optimization measures. In
2019-2021, we expect return on equity of 40%-45%, and annual net
profit higher than the three-year average."

S&P said, "Our overall view of Nomad's financial risk profile
reflects the insurer's levels of capital, its risk exposure in the
investment portfolio, and its funding structure. We estimate Nomad
will consolidate its capital at satisfactory levels over 2019-2021,
partially retaining its future earnings, with our expectation of
high dividend payouts. Our capital assessment is moderated by the
absolute size of Nomad's capital base, with shareholder's equity of
about KZT10.7 billion ($28 million) that could potentially be
sensitive to a single major event. However, we expect that
company's reinsurance purchasing strategy will evolve toward a
higher reinsurance capacity, allowing it to better cover underlying
risks in the insurance portfolio. The credit risks are, in
particular, associated with Nomad's investments in fixed-income
instruments rated 'BB' or higher. 'BB'-rated instruments included
about 63% of total invested assets as of Nov. 1, 2019. The company
has some foreign exchange risk exposure, but it fully matches its
insurance liabilities with assets in the same currency.

"Furthermore, we acknowledge that Nomad benefits from a
long-standing and professional management team, established risk
management practices, and sufficient liquidity buffers to meet its
obligations."




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N E T H E R L A N D S
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CHAPEL 2003-I: S&P Affirms 'CCC+ (sf)' Rating on Class C Notes
--------------------------------------------------------------
S&P Global Ratings raised its rating on Chapel 2003-I B.V.'s class
B notes to 'AA- (sf)' from 'BBB (sf)' and affirmed its 'CCC+ (sf)'
rating on the class C notes.

The rating actions reflect our full analysis of available
transaction information and the transaction's structural features.
The availability of increased credit enhancement through
amortization has driven the upgrade on the class B notes.

Chapel 2003-I's asset pool has been amortizing since January 2010,
resulting in a collateral pool factor (outstanding principal
balance) of around 7.7% as of August 2019, which has resulted in
increased credit enhancement available to support the class B and C
notes since our last review. However, the reserve fund remains
fully depleted.

S&P said, "While total delinquencies have increased since our last
review, peaking at 3.2% in May 2019, they are now displaying a
decreasing trend. In addition, realized gross losses compare
favorably with our base-case expectations. We have thus revised our
base-case gross loss assumption to 9.5% from 10.3% to reflect our
expected performance for the transaction's remaining life. We
maintained our stress multiples at 4.8x at the 'AAA' rating level,
which continues to reflect the stable economic outlook and good
quality of performance data provided over the years.

"We have reviewed the transaction's swap documentation under our
counterparty criteria, and we have assessed the collateral
framework as weak. Based on the combination of the replacement
commitment and the collateral-posting framework, the maximum
supported rating for this transaction is 'AA- (sf)', which limits
the rating on the class B notes.

"In our view, due to its position in the capital structure, the
class C notes remain at risk of losses, and thus we have affirmed
our rating at 'CCC+ (sf)' for this class of notes. While the class
D principal deficiency ledger (PDL) is decreasing (EUR16.9 million
in August 2019 from EUR18.4 million in May 2018), it is doing so at
a slow pace given that the swap dynamics limit the availability of
excess spread in the structure. In addition, principal available
funds can be used to pay the class D interest amounts while there
is a PDL outstanding on the class D notes.

"For this affirmation, we applied our European consumer ABS
criteria including our credit and cash flow analysis. In our cash
flow analysis, the note class did not pass our 'B' rating level
cash flow stresses.

"Therefore we continue to apply our 'CCC' criteria, to assess if
either a 'B-' rating or a rating in the 'CCC' category would be
appropriate. According to our 'CCC' criteria, for structured
finance issues, expected collateral performance and the level of
credit enhancement are the primary factors in our assessment of the
degree of financial stress and likelihood of default. We carried
out an assessment of the structure in consideration of the swap
dynamics and the principal borrowing mechanism, and we consider
Chapel 2003-I's class C notes to be dependent upon favorable
business, financial, and economic conditions."



===========================
U N I T E D   K I N G D O M
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DEBENHAMS PLC: Landlord Challenges CVA Decision
-----------------------------------------------
Ava Szajna-Hopgood at Retail Gazette reports that a Debenhams
landlord has hit back against a judge's ruling to close stores.

In September, Combined Property Control Group (CPC) challenged
Debenhams' controversial company voluntary arrangement (CVA),
Retail Gazette recounts.

CPC owns six properties let by Debenhams and claimed it was being
treated unfairly as Debenhams' creditor, Retail Gazette discloses.

Mr. Justice Norris rejected a challenge to the CVA, allowing
Debenhams to continue with closing 50 of its 166 stores and secure
rent cuts on others, Retail Gazette relates.

However, according to a report by the Telegraph, CPC has now
challenged the judge's ruling and appealed the decision, Retail
Gazette notes.

A hearing is expected to take place at the end of January, Retail
Gazette states.

Sports Direct backed the original legal battle in September and was
criticized by the judge for attempting to detail Debenhams' rescue
plan, Retail Gazette relays.

With Debenhams now owned by lenders and Sports Direct no longer
holding a stake in the business, it's unclear if Ashley is
bankrolling the appeal, according to Retail Gazette.

Meanwhile, most of Debenhams' UK stores are expected to stay open
until after Christmas, Retail Gazette discloses.

By January, it will shut down 50 stores and rent reductions or
lease negotiations on a further 105 stores will have been sought,
according to Retail Gazette.


INCOME FOCUS: Aberdeen Standard Investments to Take Over Fund
-------------------------------------------------------------
Henry Saker-Clark at The Scotsman reports that Neil Woodford's last
remaining fund will be taken over by Aberdeen Standard Investments
(ASI), administrators have announced.

According to The Scotsman, the investment giant has agreed a deal
to control the GBP267 million Income Focus fund, two months after
it was frozen by administrator Link Fund Solutions.

Link had been considering options for the fund since October, when
Mr. Woodford decided to close his business and resign from managing
the fund, The Scotsman discloses.

The administrator told investors on Dec. 20 that it decided ASI,
the largest active fund manager in the UK, is best placed to add
value, The Scotsman relates.  It said the asset manager has
provided commitments that it intends to grow the assets in the fund
and attract additional investment, The Scotsman notes.

Management of the fund will switch over to ASI at the end of
December, although the fund will remain suspended until February,
The Scotsman states.  It will be renamed as the ASI Income Focus
fund and will be managed by Thomas Moore and Charles Luke from the
firm, The Scotsman relays.



JAGUAR LAND: S&P Assigns 'B+' Rating to New Senior Unsecured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to the proposed
senior unsecured notes to be issued by Jaguar Land Rover Automotive
PLC (JLR). JLR plans to issue EUR150 million of notes maturing
2026.

S&P said, "We expect JLR to use the proceeds from the proposed
notes to bolster liquidity. In November 2019, JLR issued EUR300
million and EUR500 million of senior unsecured notes for the same
purpose. We view this proposed issuance as aligning with JLR's
funding strategy for fiscal year 2020 (ending March 31, 2020), as
JLR management previously informed the market."

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P's issue rating on JLR's existing senior unsecured notes and
its proposed EUR150 million senior unsecured notes is 'B+'. The '3'
recovery rating reflects its expectation of meaningful recovery
(50%-70%; rounded estimate 65%) in the event of a default.

-- Although nominal recovery prospects may exceed 70%, S&P's cap
the recovery rating at '3' due to the unsecured nature of the debt
instruments and also the potential for JLR to increase debt that
could rank above the unsecured notes, for example, the $700 million
receivables securitization facility (S&P considers this facility to
be a priority liability ranking ahead of the unsecured notes in a
default).

-- S&P's default scenario assumes a deterioration in operating
performance amid competitive market conditions, shifting consumer
preferences, and delays in the introduction of new models, among
other factors. S&P thinks this would lead to a steady decline in
revenue, deteriorating profitability, weaker cash flow, and weaker
liquidity.

-- S&P values the company as a going concern, given its notable
market positions and its strong brand name.

Simulated default assumptions

-- Year of default: 2023
-- Jurisdiction: U.K.

Simplified waterfall

-- Emergence EBITDA: GBP1.29 billion

-- S&P assumes maintenance capex to be 3% of revenue, in line with
similar large auto original equipment manufacturers

-- Cyclical adjustment of 15% (standard for the sector)

-- Multiple: 5.5x

-- Gross recovery value: GBP7.1 billion, after adjusting for
priority pension claims

-- Net recovery value for waterfall after administration expenses
(5%): GBP6.75 billion

-- Prior-ranking liabilities: GBP650 million

-- Recovery value available for secured debt holders: GBP6.1
billion[1][2]

-- Senior secured claims: zero

-- Recovery value available for unsecured debt holders: GBP6.1
billion[1][2]

-- Unsecured claims: GBP6.4 billion[1]

-- Recovery range: 50%-70% (65%; recovery rating capped at '3' due
to high unsecured debt)

[1]All debt amounts include six months of prepetition interest.
[2]S&P assumes RCF to be 85% drawn at default.


MUTUAL SECURITISATION: S&P Affirms CCC-(sf) Class A2 Notes Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC- (sf)' issue rating on Mutual
Securitisation PLC's class A2 notes.  

Under S&P's criteria for assigning 'CCC+', 'CCC', 'CCC-', and 'CC'
ratings, it views the class A2 notes as vulnerable to nonpayment
and contingent upon favorable business, financial, and economic
conditions to meet scheduled commitments.

Mutual Securitisation services principal and interest due under the
notes out of a reserve account and future emerging surplus from a
defined pool of life and pensions insurance policies. National
Provident Life Ltd. (not rated) transferred the pool to Phoenix
Life Assurance Ltd. (not rated) in 2015 via a Part VII scheme.

Despite better-than-anticipated investment results, emerging
surplus for year-end June 2019 was about 20% lower than had been
expected in 2018, owing to a strengthening of the reserving basis.


In S&P's opinion, timely payment of principal and interest is
likely to continue for at least the next two years, based on
current information and S&P's base-case assumptions relating to
investment returns. In addition to emerging surplus, the reserve
account balance--which it understands totaled about GBP14 million
at Sept. 28, 2019--currently supports payments.

However, if the underlying pool of policies and related aggregate
emerging surplus were to decline, the likelihood of a recovery in
collateral performance to fully amortize the notes would diminish.
The notes mature on Sept. 30, 2022.


PIZZAEXPRESS: S&P Ups ICR to 'CCC-' After Distressed Exchange
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating to 'CCC-' from
'SD' (selective default).

PizzaExpress' sponsor, Hony Capital, has completed a tender offer
on 36% of the unsecured notes.

Hony Capital acquired GBP71.9 million of the GBP200 million
unsecured notes due in August 2022 at a 60% discount to their par
value. Although Hony Capital's stake in the unsecured notes is
material, S&P understands that the Hong Kong-based financial
sponsor does not have a majority stake.

S&P's view of PizzaExpress' liquidity remains adequate because the
group maintains availability under the RCF and GBP20 million cash
on balance sheet.

The existing GBP20 million RCF remained undrawn at the end of the
third quarter of 2019, although it is set to mature in August 2020.
The group also closed the third quarter with GBP20 million cash on
balance sheet, and the next interest payment will take place in
February 2020 for GBP24 million. PizzaExpress has a springing net
leverage covenant, which is tested quarterly when the super senior
RCF is 25% drawn.

Hony Capital's recent tender offer has not changed S&P's view of
the group's capital structure, which it continues to see as
unsustainable.

Following the recent purchase of 36% of the senior unsecured notes,
Hony Capital has not committed to cancelling the bonds acquired or
transferring them to PizzaExpress. Doing so could have alleviated
the group of some of its large outstanding debt burden. The
cancellation of the unsecured notes purchased by Hony Capital could
have also improved the group's liquidity position and interest
cover metrics, as cash interest payments would have reduced by
GBP6.2 million per year.

S&P said, "As a result, our view of PizzaExpress' capital structure
remains unchanged and we continue to view a debt restructuring as
inevitable over the next six months.

"The negative outlook on PizzaExpress reflects our view that the
group will likely pursue a restructuring of its current capital
structure in the next six months. The outlook also incorporates the
challenges it faces in turning around its weak operating
performance amid an extremely challenging competitive environment.

"We could lower the rating on PizzaExpress if it defaults or
announces another distressed exchange on any of its outstanding
debt facilities. We could also lower the rating if it were to
proactively announce a debt restructuring.

"Although unlikely, we could raise our ratings on PizzaExpress if
it its operating performance recovers rapidly and we believe its
standing in the credit markets is improving. We would also need to
see it able to refinance its maturing debt at par, decreasing the
likelihood of a future below-par debt repurchase or
restructuring."


THOMAS COOK: FRC Extends Investigation Into Collapse
----------------------------------------------------
Henry Saker-Clark at The Scotsman reports that the UK's financial
services watchdog has extended its investigation into the collapse
of package holiday giant Thomas Cook.

According to The Scotsman, the Financial Reporting Council (FRC)
announced its enforcement division will now analyze financial
statements by Thomas Cook's auditors EY stretching back to
September 2017.

A week after the company's collapse, the FRC launched an
investigation in EY's audit of Thomas Cook's accounts and said it
would delve into its statements for the period to September 30 last
year, The Scotsman relates.

The watchdog, as cited by The Scotsman, said it would now extend
its inquiries by a further year, more than two months after
starting the process, but did not reveal any of its current
findings.

"There are serious questions to be answered about the way in which
Thomas Cook was managed and audited in the period prior to its
collapse, and so I welcome that the FRC are going to look into the
years preceding 2019," The Scotsman quotes Business secretary
Andrea Leadsom as saying.

EY, one of the UK's big four auditors, started completing Thomas
Cook's audit work in 2017 after taking over from rival PwC, The
Scotsman recounts.

In May, Thomas Cook reported a GBP1.5 billion half-year loss and
issued its third profit warning in a year in a set of accounts,
which also saw EY warn that there was "significant doubt" over
whether the travel firm could continue as a going concern, The
Scotsman discloses.

According to The Scotsman, in a statement, the FRC said: "The
matters being investigated by the Financial Reporting Council
concerning EY's audit of the financial statements of Thomas Cook
Group for the year ended September 30, 2018, will now include an
investigation into EY's audit of Thomas Cook's financial statements
for the year ended September 30, 2017.

"The FRC will continue to keep the scope of the investigations
under close review."

The FRC aims to complete all of its investigations within two years
and has the power to take EY to tribunal if it finds evidence of
wrongdoing, The Scotsman states.

                    About Thomas Cook Group

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

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

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

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

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

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

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


WAGAMAMA: S&P Affirms Parent's 'B' ICR on Deleveraging Prospects
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Wagamama's parent entity Mabel Topco Ltd. and the 'B' rating on
the senior secured notes issued by Wagamama Finance PLC. The
recovery rating on the notes is unchanged at '3' (30%-40%; rounded
estimate 50%).

S&P affirmed the ratings because we consider that the integration
of Wagamama with The Restaurant Group PLC (TRG) is well underway,
although leverage metrics weakened on higher-than-expected
exceptional charges related to the acquisition. This delayed any
reduction in leverage at the consolidated TRG level, but credit
metrics could still improve over the next 12 months, based on TRG's
sound operating performance and prudent financial policy.

Wagamama operates in a very difficult competitive environment,
which shows no clear signs of improvement in the near future.
Nevertheless, S&P sees it as an integral part of TRG and anticipate
that it will be the group's main source of revenue and earnings
growth going forward. The U.K. casual dining market remains
extremely tough and is characterized by low discretionary consumer
spending growth and weakening consumer confidence, coupled with
severe cost inflation. Inflation is rising following increases in
the national living wage, business rates, utility costs, combined
with the weak pound sterling, which makes imports more expensive
for U.K.-based retailers.

Although Wagamama's unique menu has given it some protection from
these industry trends, cost inflation still weighs on its
underlying profitability metrics. Accordingly, management
initiatives to manage costs and mitigate the impact of cost
inflation will be a vital part of improving profitability going
forward.

Wagamama's operating performance in the financial year (FY) ending
April 28, 2019 was strong, although recent macroeconomic softness
has caused top-line growth to slow and margins to contract.  It
reported revenue growth of GBP342 million, broadly in line with
expectations. During FY2019, Wagamama opened five new restaurants
in the U.K. and one in the U.S., as well as the group's first
delivery kitchen. Despite very difficult demand trends in the U.K.
casual dining market, Wagamama continues to experience
like-for-like growth just short of 10% in this market; the U.S. and
franchised businesses continue to grow at more than 10%. However,
like-for-like growth slowed to 6% year-on-year during the second
quarter of FY2020 in the U.K., affected by the tough market
conditions and a strong performance over the second quarter of
FY2019.

Industrywide cost inflation and a weak pound sterling caused gross
margins to contract by about 90 basis points (bps). Wagamama's
lower exceptional operating costs enabled its adjusted EBITDA
margins to recover to 19% in FY2019 from 18% in FY2018. That said,
exceptional charges were higher than originally anticipated, and
adjusted leverage remained high at 8.9x for the year. Excluding the
shareholder instrument put in place by TRG, which we consider as
debt-like, this equates to about 6.7x.

A reduction in exceptional charges and sound operating performance
should support future credit metrics. S&P said, "We still expect
Wagamama and TRG to reduce leverage in the medium term. Although we
acknowledge that TRG also faced higher-than-anticipated exceptional
charges over the course of 2019, we anticipate that these
integration-related costs will subside gradually from 2020. In our
view, this will reduce the pressure on profitability and should aid
in reducing leverage. Our updated forecast envisions Wagamama's
adjusted debt to EBITDA declining toward 8.0x-8.5x in FY2020, while
TRG's adjusted leverage should reduce toward 4.5x in December 2020
from the expected 4.8x-4.9x in 2019."

That said, TRG's strategy over the next three to four years will
likely remain focused on expanding the Wagamama chain, conveying
elevated levels of development capital expenditure (capex), and
dampening free cash flow generation over the near-to-medium term.

S&P said, "The positive outlook indicates that we could raise the
rating in the next 12 months if leverage in the wider TRG group
reduces and Wagamama maintains its operating performance in the
difficult U.K. casual dining market. We expect Wagamama to continue
to show like-for-like sales growth of about 5%-10%, while the
release of cost-related synergies and reduction in
acquisition-related exceptional charges should support operating
margins over the near term.

"Our base-case forecast for Wagamama envisions that adjusted debt
to EBITDA will be about 8.0x-8.5x at the end of FY2020, and that
reported EBITDAR cash interest plus rent coverage will be about
1.8x-1.9x in FY2020. For the wider TRG group, we expect adjusted
debt to EBITDA at about 4.8x at the end of 2019, declining toward
4.5x over the next 12 months.

"We could revise the outlook to stable if credit metrics on a
consolidated basis do not improve as expected, owing to tough
market conditions or because Wagamama expands slower than expected.
This could result in adjusted debt to EBITDA reaching 5.0x and
sustained negative reported discretionary cash flow (DCF) at the
combined TRG level. A decline in profitability could stem from
intense market competition in the U.K. casual dining sector and
weak consumer spending, exacerbated by prolonged political and
economic uncertainties caused by Brexit.

"We could also revise our outlook to stable if TRG's financial
policy were to become less supportive of future deleveraging,
through a stronger focus on shareholder remuneration or further
material debt-funded acquisitions.

"We could raise the long-term rating on Mabel Topco Ltd. if our
base-case scenario for the wider group materializes as expected,
including positive like-for-like sales growth and improvement in
the adjusted EBITDA margins. Any upgrade would also depend on the
consolidated TRG group demonstrating a fall in adjusted debt to
EBITDA to below 4.5x and demonstrating the ability to generate
positive reported DCF on a sustainable basis. A positive rating
action will also be contingent on our view that the group's
financial policy will support stronger credit metrics in the
future."



                           *********


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

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

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

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