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

                          E U R O P E

          Friday, March 29, 2019, Vol. 20, No. 64

                           Headlines



A U S T R I A

KLABIN AUSTRIA: Fitch Rates Proposed $1BB Sr. Unsec. Notes BB+
KLABIN AUSTRIA: S&P Assigns BB+ Rating to Sr. Unsec. Notes


F R A N C E

FINANCIERE TOP: Fitch Gives First-Time B(EXP) IDR, Outlook Stable
FINANCIERE TOP: S&P Affirms B+ Rating, Outlook Stable


G R E E C E

ELLAKTOR: S&P Alters Outlook to Stable & Affirms 'B/B' Ratings


I C E L A N D

WOW AIR: Halts Operations After Rescue Attempt Fails


I R E L A N D

IRISH BANK: Settlement Underway in Quinn Children Claim


R U S S I A

INTERNATIONAL SETTLEMENT: Put on Provisional Administration
O1 PROPERTIES: Moody's Confirms B3 CFR, Outlook Negative


S P A I N

FONCAIXA FTGENCAT 5: S&P Raises Class C Notes Rating to B+ (sf)


T U R K E Y

TURKIYE HALK: Fitch Affirms 'B+' LT FC IDR & Senior Debt Rating


U N I T E D   K I N G D O M

CABLE & WIRELESS: Fitch Rates $180MM Sr. Unsec. Notes Issue 'BB-'
CABLE & WIRELESS: Moody's Rates Proposed $180MM Add'l. Notes 'B2'
DEBENHAMS PLC: Bondholders Back GBP200-Mil. Refinancing Plans
DEBENHAMS PLC: S&P Cuts LT ICR to 'CC', Put on Watch Negative
ENSCO PLC: Egan-Jones Lowers Senior Unsecured Debt Ratings to B

INMARSAT PLC: Moody's Places Ba2 CFR on Review for Downgrade
INTERNATIONAL GAME: Egan-Jones Cuts Sr. Unsec. Debt Ratings to B+
INTERSERVE PLC: Mitie Not on Verge of Takeover Bid for Biggest Unit
JAGUAR LAND: S&P Cuts Long-Term ICR to B+ on Weak Profitability
MALLINCKRODT PLC: Egan-Jones Cuts Sr. Unsec. Debt Ratings to B

TWIN BRIDGES 2017-1: Moody's Ups Class X1 Notes Rating to 'Ba1(sf)'


X X X X X X X X

[*] BOOK REVIEW: Macy's for Sale

                           - - - - -


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A U S T R I A
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KLABIN AUSTRIA: Fitch Rates Proposed $1BB Sr. Unsec. Notes BB+
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the proposed senior
unsecured notes to be issued by Klabin Austria Gmbh, and guaranteed
by Klabin S.A. Proceeds from the notes, which are expected to total
USD1 billion and due in 2029 and 2049, will be used for general
purposes and debt refinancing. Fitch currently rates Klabin's
Long-Term Foreign Currency and Local Currency Issuer Default
Ratings (IDR) 'BB+'/Outlook Stable.

Klabin's ratings reflect the company's leading position in the
Brazilian packaging sector, a large forestry base providing a low
production cost structure, access to inexpensive fiber and a high
degree of vertical integration, which enhances product flexibility
in the competitive but fragmented packaging industry. Because of
its strong market business position in packaging products and
integrated operations, Klabin is a price leader in the domestic
market and is able to preserve more stable sales volume and
operating margins during more instable economic scenarios in Brazil
than its competitors that have significantly lower scale of
operations and have high exposure in production costs. The company
also benefits from its position as a low-cost producer of market
pulp, in the lowest quartile, and maintain pulp production volumes
above 90% of nominal capacity.

Klabin has historically reported consistent and solid liquidity
position and low refinancing risk. The ratings also incorporate
Fitch's expectation of lower leverage, benefiting from the
favourable pulp pricing environment. Pulp prices strengthened in
the last 18 months and should remain elevated up to 2020 due to
strong demand from China and a dearth of new projects, which would
benefit the company's continued leverage reduction during 2019 and
2020. A positive rating action could be considered if Klabin
consistently preserves net leverage below 2.5x through the cycle.
Fitch would like to see the strong FCF expected for the next few
years used to pay down gross debt, with the maintenance of lower
leverage for a longer period, for a potential positive rating
action.

In Fitch's opinion, the substantial stronger cash flow generation
expected positions Klabin's balance sheet in a very comfortable
position to absorb a period of higher investments and start a new
project that will further strengthen its leading market position in
the packaging business. Fitch views as feasible Klabin's decision
to go forward with a new investment cycle. With current price
fundamentals preserved, the 'BB+' ratings should support the
investments for the expansion not considered in the base case, in a
range of USD1 billion to USD1.5 billion. This alternative scenario
would increase net leverage to about 4.0x during the investment
phase.

KEY RATING DRIVERS

Leading Position in the Brazilian Packaging Segment: Klabin has a
business position that is consistent with investment grade. The
company is the leader in the Brazilian corrugated boxes and coated
board sectors with market shares of 18% and 50%, respectively. In
the Brazilian market, the company is the sole producer of liquid
packaging board and is the largest producer of kraftliner and
industrial bags, with market shares of 42% and 50%, respectively.
The company's strong market shares allow it to be a price leader in
Brazil. Klabin's competitive advantage is viewed as sustainable due
to its scale, high level of integration, and diversified client
base in the more resilient food sector. This allows Klabin to
preserve EBITDA margins above 30% throughout the cycle, while small
players have margins below 15%.

Pulp Mill and Forestry Assets Positive Rating Considerations:
Klabin also has a 1.5 million-ton pulp mill that started operations
in 2016. Klabin sources much of its fiber requirements from
hardwood and softwood trees grown on 230,000 hectares of
plantations it has developed on 501,000 hectares of land it owns;
this ensures a competitive production cost structure in the future.
During the fourth quarter of 2018, the company cash cost of
production was USD184 per ton, which placed it firmly in the lowest
quartile of the cost curve. The accounting value of the land owned
by Klabin was about BRL2.1 billion as of Dec. 31, 2018, and the
value of the biological assets on its forest plantations was BRL4.6
billion. If needed, some of the forestry assets could be monetized
to lower debt and improve liquidity.

Declining Leverage: Fitch expects Klabin's net leverage close to 3x
in 2019, and decline to below 2.5x in 2020. Fitch's base case
scenario does not incorporate a new investment phase. In 2018, net
debt/EBITDA reduced to 3.1x, benefiting from higher pulp sales
volume, higher pulp and kraftliner prices, and real depreciation.
Net leverage average was 5.5x between 2015 and 2017, due to high
investments in the pulp mill. Klabin's gross leverage was 4.8x in
2018. In Fitch's opinion, the reduction of leverage is a key factor
for future benefits of the company's credit quality.

FCF to Remain Strong: Consolidated EBITDA is expected to be around
BRL4 billion for 2019 and BRL4.3 billion in 2020. Klabin generated
BRL4 billion of EBITDA and BRL2.6 billion of cash flow from
operations in 2018. Fitch expects FCF of about BRL700 million in
2019 and BRL850 million in 2020, considering annual investments
around BRL1.1 billion. Klabin's EBITDA margin is expected to remain
between 38% and 40% in the next couple of years, compared with
40.2% in 2018. Klabin's flexibility and product diversification
softened the impact of the severe economic downturn in Brazil
during the last two years. Fitch's base case incorporates better
pulp prices and a gradual recovery in demand for packaging
products. In 2018, Klabin sold 1.8 million tons of paper and 1.4
million tons of pulp, and Fitch's projections considered 1.9
million tons of paper and 1.45 million tons of pulp for 2019. Pulp
sales represented 37% of total net revenues in 2018.

Cyclicality of Pulp Prices: The market pulp industry is very
cyclical; prices move sharply in response to changes in demand or
supply. Market fundaments for pulp producers are favorable, as
strong demand from China has helped the market absorb new capacity
from Asia Pulp and Paper and Fibria seamlessly. Prices in 2019 and
2020 should be healthy do to the lack of new projects, which should
help issuers build cash positions for new projects or reduce debt
accumulated during recent pulp mill projects. China will continue
to play a key role in supporting prices, and demand should be
driven by a growing economy and the closing of pulp mills that
relied upon non-wood fibers.

Rating Pierces Country Ceiling: Klabin's Foreign Currency IDR of
'BB+' is one notch higher than Brazil's 'BB' Country Ceiling due to
a combination of the following factors: exports of BRL4.5 billion,
approximately BRL550 million of cash held outside of Brazil and the
USD500 million unused revolving credit facility. As of Dec. 31,
2018, the pro forma ratio of EBITDA from exports, plus cash held
abroad and revolving credit facility covered hard currency debt
service over the next 24 months by more than 1.5x. In line with
Fitch's 'Non-Financial Corporates Exceeding the Country Ceiling
Rating Criteria', this could allow the company to be rated up to
three notches above the Brazilian Country Ceiling. However,
Klabin's Foreign Currency IDR is constrained by the company's 'BB+'
Local Currency IDR, which is a reflection of the company's
underlying credit quality.

DERIVATION SUMMARY

Klabin has a leading position in the Brazilian packaging segment.
Klabin's size, access to inexpensive fiber and high level of
integration relative to many of its competitors give it competitive
advantages that are viewed to be sustainable. Its business profile
is consistent with a rating in the 'BBB' category.

Klabin's leverage is high compared to Latin America peers Suzano
(BBB-/Stable), Fibria (BBB-/Stable), Empresas CMPC (BBB/Stable),
and Celulosa Arauco (BBB/Stable). That is a key reason Klabin,
which used to be rated investment grade, is now rated 'BB+'.
Klabin's leverage increased as a result of the construction of the
Puma pulp mill and low pulp prices following the completion of the
mill have prevented a quick deleveraging process.

Klabin is more exposed to demand from the local market than Suzano,
Fibria, CMPC and Arauco, as these latter companies are leading
producers of market pulp that is sold globally. This makes Klabin
more vulnerable to macroeconomic conditions than the aforementioned
peers, which is also a negative consideration. Positively, its
concentration of sales to the food industry, which is relatively
resilient to downturns in Brazil's economy, and its position as the
sole producer of liquid packaging board adds stability to operating
results. As a result, if Klabin would lower its net leverage to
between 2.5x (low pulp prices) and 1.5x (high pulp prices) it would
likely be rated 'BBB-'. These ratios could be around 1x higher if
the company was in the midst of a large expansion project.

KEY ASSUMPTIONS

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

  -- About 7% increase sales volume excluding pulp in 2019;

  -- Pulp sales volume of 1.45 million tons in 2019;

  -- Average hardwood pulp price delivered to Asia between USD800
and USD825 per ton in 2019 and 2020.

  -- Average FX rate of 3.80 BRL/USD;

  -- Dividends: 20% of EBITDA.

RATING SENSITIVITIES

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

  -- Strong cash generation during 2019 that would result in the
company's debt/EBITDA ratio and net debt/EBITDA ratios approaching
3.5x and 2.5x;

  -- Proactive steps by the company to materially bolster its
capital structure in the absence of higher operating cash flow.

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

  -- Expectation that net leverage ratio above 5.0x;

  -- More unstable macroeconomic environment that weakens demand
for the company's packaging products as well as prices;

  -- Sharp deterioration of market conditions with significant
reduction in pulp prices.

LIQUIDITY

Solid Liquidity: Klabin's solid liquidity position and low
refinancing risk remain key credit considerations. As of Dec. 31,
2018, the company had BRL7.0 billion of cash and marketable
securities and BRL19.4 billion of total debt. Robust FCF expected
for the next few years is also an important liquidity source.
Financial flexibility is enhanced by a USD500 million unused
revolving credit facility. The company's debt maturity schedule is
manageable and evenly distributed. Klabin faces debt amortizations
of BRL2.0 billion in 2019 and BRL2.4 billion in 2020. Fitch expects
Klabin to continue to preserve an extended debt amortization
profile and strong liquidity, conservatively positioning it for the
price and demand volatility, which is an inherent risk of the
packaging industry.

FULL LIST OF RATING ACTIONS

Fitch assigns the following rating:

Klabin Austria Gmbh

  -- USD1 billion proposed senior unsecured notes, due in 2029 and
2049, 'BB+'.

Transaction will be issued by Klabin Austria Gmbh and guaranteed by
Klabin S.A.

Fitch currently rates Klabin as follows:

Klabin S.A.

  -- Long-Term Foreign Currency IDR 'BB+';

  -- Long-Term Local Currency IDR 'BB+';

  -- Long-term National scale rating 'AAA(bra)'.

The Rating Outlook for the corporate ratings is Stable.

Klabin Finance S.A.

  -- USD500 million senior unsecured notes, due in 2024 'BB+'.

  -- USD500 million senior unsecured notes, due in 2027 'BB+'.

The transactions were issued by Klabin Finance S.A. and guaranteed
by Klabin.

KLABIN AUSTRIA: S&P Assigns BB+ Rating to Sr. Unsec. Notes
----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and
recovery rating of '3' to Klabin Austria GmbH's $500 million 2029
and $500 million 2049 proposed senior unsecured notes. The recovery
rating of '3' indicates that bondholders can expect a meaningful
(50%-70%) recovery in the event of a payment default.

Klabin Austria GmbH is a subsidiary of the Brazilian forest
products company Klabin S.A. (BB+/Stable/--), which unconditionally
and irrevocably guarantees the notes. The issuance will not change
our base-case view of Klabin's net leverage, because the company
plans to use the proceeds for liability management purposes such as
repurchasing the 5.250% notes due 2024 and other corporate debt.

  RATINGS LIST

  Klabin S.A.
    Issuer credit rating
     Global scale           BB+/Stable/--
     National scale         brAAA/Stable/--

  Ratings Assigned

  Klabin Austria GmbH
    Senior unsecured          BB+
     Recovery rating          3(60%)




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F R A N C E
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FINANCIERE TOP: Fitch Gives First-Time B(EXP) IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Financiere Top Mendel SAS a first-time
expected Issuer Default Rating (IDR) of 'B(EXP)' with a Stable
Outlook. The company is the top entity in the restricted group,
which indirectly owns Ceva Sante Animale S.A. (Ceva), the
France-based manufacturer of animal health products.

Fitch has also assigned an expected instrument rating of
'B+(EXP)'/'RR3'/61% to the seven-year senior secured term loan B of
EUR2 billion to be borrowed by Financiere Mendel SAS, which
directly owns Ceva and is a wholly-owned subsidiary of Financiere
Top Mendel SAS. Fitch has also assigned an expected instrument
rating of 'B+(EXP)'/'RR3'/61% to the revolving credit facility of
EUR100 million and capex/acquisition facility of EUR50 million,
which could be utilised by other operating entities in the
restricted group.

The assignment of final ratings is contingent on the receipt of
final documents materially conforming to the draft terms of the
financing.

KEY RATING DRIVERS

The 'B(EXP)' IDR reflects Ceva's robust business profile, with a
diversified portfolio of pharmaceutical and biological animal
therapeutic solutions supported by product innovations and global
market presence, albeit constrained by the excessively leveraged
profile. The Stable Outlook is supported by Fitch's expectations of
steadily growing sales, operating profits and cash flows, which
will permit gradual deleveraging and align Ceva's financial risk
with the 'B(EXP)' IDR by 2021-2022.

Robust Business Model: Fitch views Ceva's business model as robust,
given its well-diversified product portfolio across species,
balanced geographic footprint with good representation in developed
and emerging markets and entrenched market positions in
well-defined niche product areas. This is reflected by Ceva's
ability to deliver consistently growing sales, as well operating
profits and margins. In the global sector context, Ceva ranks among
niche scale pharmaceutical players benefiting from strong EBITDA
and funds from operations (FFO) margins.

Stable and Profitable Operations: Ceva's focus on niche product
areas benefiting from organic growth combined with product
innovation and acquisitions have translated into scale and
value-driven earnings expansion, with EBITDA margins having
improved from around 17% in 2015 toward 24% in 2018. At the same
time, the company's FFO margins have remained sustainably above
10%, a level Fitch would attribute to high non-investment grade
sector peers.

Management's continued emphasis on product innovation and
geographic expansion overlaid with the existent product portfolio
provides a sturdy operational platform bearing moderate downside
risks. Over the next four years, Fitch projects Ceva will gain
approximately 100bp in EBITDA margin to reach 24.5% in the FYE
December 2022 with FFO margins forecast to average at around 13%.

Persistently Aggressive Leverage: The IDR is constrained by high
initial FFO adjusted gross leverage of around 9.0x estimated in
2019. Fitch regards the financial risk as aggressive, more aligned
with a low 'B' credit profile, despite the anticipated deleveraging
toward 7.0x by the end of 2022 on the back of Ceva's profit and
margin expansion.

Expandable Indebtedness Headroom: The current draft financing
documentation offers considerable flexibility under the committed
and additional indebtedness headroom, the use of which could slow
down the de-leveraging path, or depending on the nature of
corporate actions requiring debt drawdown, even lead to some
re-leveraging. Ceva's strategy of making small and medium-sized
business acquisitions may necessitate drawdowns under committed
credit facilities of up to EUR150 million over the rating horizon
(2019-2022). The permitted financing can be further increased by
adding incremental senior secured debt of up to 6.2x based on net
senior secured leverage, or in case of subordinated debt of up to
5.7x on senior secured and 6.7x on a total net leverage basis.

High Cost of Business Growth: Ceva's asset development strategy
assumes full reinvestment of cash from operations (CFO, after
changes in trade working capital) in expansion, upgrade and
productivity improvement of the production asset base, compliance
related and R&D projects. As a result, Fitch estimates that
cumulative forecast CFO will nearly double compared with the past
four years. This massive value expansion programme will require a
capital commitment in excess of EUR500 million consuming all
internally generated cash flow and consequently leading to
break-even or marginally negative free cash flow (FCF) until
December 2022 (excluding the impact of the dividend payout at
re-capitalisation in 2019).

No Value Leakage, Earnings Reinvested: Unlike a conventional
sponsor-backed LBO with the risk of opportunistic shareholder
distributions, Fitch views management's strategy of fully
reinvesting value into organic business development in a market
offering considerable growth opportunities, as credit positive,
despite the seemingly low resulting projected FCF generation. Fitch
also regards as credit positive management's commitment to
abstaining from shareholder distributions over the rating horizon.
Fitch assumes additional funds of up to EUR200 million could be
made available to Ceva by the management-led shareholder consortium
to support M&A activities in 2019-2020. Fitch estimates the
incremental earnings contribution from the equity-funded
acquisitions would soften the aggressive starting FFO adjusted
gross leverage by approximately 0.3x in 2019 and support a
reasonable pace of de-leveraging by around 2.0x through end of
2022.

Latent M&A Risk: The animal health market offers considerable scope
for consolidation with accelerated formation of global sector
champions and disposal of animal health assets by large
pharmaceutical players following strategic review of their product
portfolios. Ceva has actively participated in the market
consolidation, a strategy which will continue in the long term.
Fitch's rating case and the 'B(EXP)' IDR and Stable Outlook support
add-on acquisitions of EUR70 million a year, which can be
accommodated within Ceva's internal cash flows in 2021-2022,
following the EUR200 million equity-funded acquisitions assumed to
take place in 2019-2020. Larger acquisitions, approaching EUR100
million or above in a single financial year, would represent event
risk and be considered outside the rating case, subject to the
transaction economics, and could lead to a perceptible shift in
credit risk.

Supportive Market Fundamentals: Ceva is well positioned to continue
benefiting from supportive market trends driving long-term product
demand and market propensity to accelerated consolidation. The
animal health market offers numerous growth avenues backed by the
rising consumption of animal-based proteins linked to the growing
global population, increasing income levels in the emerging
markets, growing awareness toward animal health and wellbeing in
developed countries shifting the focus from cure to prevention and
advanced farming methods requiring innovative animal therapies, as
well as progressive pets humanisation. At the same time, the market
has parallels with human pharmaceuticals, with high barriers to
entry given complex national regulatory frameworks and oversight,
significant upfront and on-going cost of innovation, complex
manufacturing processes and the importance of brand and client
proximity, all of which facilitate oligopolistic market structures,
accelerating consolidation and limiting emergence of new entrants.

DERIVATION SUMMARY

Fitch rates Ceva according to its global Ratings Navigator for
Pharmaceutical companies. Under this framework, Ceva's operations
benefit from a diversified product range, strong product innovation
and broad geographic presence across developed and emerging
markets. However, in the global context Ceva's operations are
constrained by its niche business scale, which combined with
product diversity and innovation would position the company
unlevered on the cusp of the 'B'/'BB' ratings categories. The
rating is heavily burdened by Ceva's aggressive leverage profile,
reaching into 'B-'/'CCC', despite the deleveraging potential,
resulting in the 'B(EXP)' IDR.

In the peer comparison within the 'B' rating category, which is
typically populated by small-scale generic businesses with
concentrated product portfolios and levered balance sheets, Ceva's
business model shows more similarity with Stada (B/Stable),
although Ceva's comparative lack of scale is balanced by greater
geographic reach and R&D capabilities. Both companies are
aggressively leveraged at around 9.0x based on FFO adjusted
leverage, with some deleveraging potential. Ratings of other peers
such as IWH UK Finco Limited (B/Stable) are constrained by size
with sales below EUR500 million and large dependence on few drugs,
despite more benign leverage levels at 5.0x-6.0x.

KEY ASSUMPTIONS

The assumptions applied in the Fitch case are as follows:

  - High-single digit top line growth, supported by organic growth
and small to mid-sized acquisitions;

  - EBITDA margins improving towards 25% supported by new volumes
and product mix;

  - Trade working capital outflows averaging at EUR25 million per
year;

  - Capex intensity at 10-12% of sales;

  - EUR200 million of acquisitions funded by a cash contribution
from PIK Mendel during 2019-2020 and EUR70 million per year  
thereafter, funded by internal cash generation;

  - No cash return to shareholders over the next four years;

  - Minority dividend distribution of EUR1 million per year.

KEY RECOVERY ASSUMPTIONS

  - The recovery analysis assumes that Ceva would be restructured
as a going concern rather than liquidated in a hypothetical event
of default;

  - Ceva's post-reorganisation, going-concern EBITDA reflects
Fitch's view of a sustainable EBITDA that is 20% below the 2019
Fitch forecast EBITDA of EUR276 million. In such a scenario, the
stress on EBITDA would most likely result from a serious product
contamination, legal or compliance issues;

  - A distressed EV/EBITDA multiple of 6.5x has been applied to
calculate a going-concern enterprise value. This multiple reflects
the group's strong organic growth potential, high underlying
profitability and protected niche market positions;

  - Fitch assumes a 10% administrative claim deducted from the
going-concern enterprise value;

  - For the estimation of the creditor mass, Fitch has included the
term loan B of EUR2 billion, and, in accordance with Fitch's
methodology, assumed 50% of the committed capex/acquisition
facility of EUR50 million and all of the the revolving credit
facility of EUR100 million will be drawn; all facilities rank pari
passu.

Fitch's calculations against the distressed enterprise value result
in 61% recovery for the senior secured facilities, corresponding to
a 'RR3' on Fitch's recovery scale and one notch above the IDR at
'B+(EXP)'.

RATING SENSITIVITIES

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

  - Reduction in FFO adjusted gross leverage towards 6.0x on a
sustainable basis;

  - Solid operating performance with turnover growing at high
single digit rates in excess of EUR1.5 billion leading to EBITDA
margin expansion above 25%;

  - Sustainably positive FCF margins.

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

  - Evidence of weak operating performance, operational breakdowns
(product issues/non-compliance) or M&A missteps leading to EBITDA
margins declining towards 20%;

  - Opportunistic shareholder distributions constraining Ceva's
ability to grow organically at mid-single digit rates;

  - Failure to bring FFO adjusted gross leverage to 8.0x by the end
of 2020 with no clear deleveraging path thereafter;

  - FFO fixed charge cover weakening toward 2.0x.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch regards Ceva's liquidity position over
the rating horizon as comfortable, At closing of the
recapitalisation Ceva will benefit from cash overfunding of EUR300
million, in addition to the EUR200 million of funds that it assumes
will be provided by the equity holders to finance near-term
acquisitions. At the end of 2019, Fitch projects a year-end cash
balance of EUR300 million, which will be sufficient to accommodate
further acquisitions of over EUR 200 million during 2020-2022 while
leaving on average around EUR150 million as residual cash balance
at year-end. In addition, Ceva has ample external liquidity
headroom during the projected period, given its access to committed
undrawn revolving credit facility of EUR100 million without a
clean-down provision and capex/acquisition facility of EUR50
million with a four-year availability period and bullet repayment.

From 2019 onward, Fitch has carved out EUR30 million deemed as
restricted cash to accommodate intra-year trade working capital
fluctuations.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Operating leases are capitalised using a multiple of 8.0x as
the company is based in France;

  - Restricted cash of EUR25 million is deducted from reported cash
at December 2018, which Fitch estimates would be required to fund
intra-year trade working capital movements;

  - Shareholder loan of EUR456 million at December 2018 is treated
as equity;

  - Minority dividend of EUR1 miilion is deducted from FFO.

FINANCIERE TOP: S&P Affirms B+ Rating, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B+' rating on Financiere Top
Mendel. At the same time S&P assigned a 'B+' issue rating to the
company's proposed EUR2 billion term loan B, issued by Financiere
Mendel SAS.

The rating action follows the announcement by Financiere Top
Mendel, holding company of veterinary health company Ceva Sante
Animale, that it is raising a EUR2 billion term loan B, a EUR100
million revolving credit facility (RCF), and a EUR50 million
capital expenditure facility. The proceeds from this debt will be
used to refinance existing debt, pay a EUR232 million
payment-in-kind instrument, and finance development needs.

The affirmation reflects S&P's view that Ceva will continue to
advance its position in the animal health market, supported by
solid research and development (R&D) and manufacturing expertise,
and a diversified earnings base.

Although smaller than leading players, Ceva's advanced expertise in
the vaccine segment, notably poultry Biopharma where it is the No.3
leader with a 17% market share, gives the group a competitive
advantage over its peers. However, the company's position in other
industry segments is more modest, with a market share of about 3%
in each of ruminants, swine, and companion animals. Nevertheless,
the group is working on broadening its portfolios through R&D and
investments in licences, especially in niche areas.

Furthermore, S&P believes Ceva will continue to expand the services
it offers to customers. Ceva currently deploys internal
veterinarians worldwide to assist customers with use of their
products. Other services include management tools that support
customers with productivity data collection, aimed at boosting
customers' yield.

Ceva benefits from a very diversified earning base, with no product
representing more than 6.5% of group revenue. The business is well
diversified across species, with a solid presence in poultry (30%),
companion animals (30%), swine (19%), and ruminants (20%), and
benefits from good geographical diversity, with Europe representing
38% of sales in 2018.

The animal health market's estimated worth is about EUR28 billion
and we expect it will expand by more than 4% per year from 2019.
Positive features of this market compared with the human
pharmaceutical industry include: longer lifecycles, with a large
portion of the products currently marketed globally having been
launched many years ago, faster to market R&D, and lower pricing
pressure because of the absence insurance companies' influence or
government payers. This results in fewer costs and lower risk, with
the competitive environment therefore remaining stable.
Nevertheless, S&P believes competition could intensify if some
players opted for a more aggressive pricing strategy.

Despite a challenging 2018, Ceva's performance was relatively
stable with sales of EUR1,061 million, down 3.4% from last year.
This was partly because of negative foreign exchange effects,
representing a loss EUR56.8 million.

Furthermore, in early 2018, the company discovered it was unable to
provide full traceability of production documents in its U.S.-based
subsidiary Biomune. The issue was audited internally, and the
decision was to stop production in order to be fully compliant with
pharmaceutical regulatory requirements. No products were recalled,
and there were no safety issues identified. At the end of August
2018, the issue was resolved and operations started again at the
beginning of fourth-quarter 2018. However, overall this incident
had a negative impact of EUR101.3 million on 2018 sales compared
with its budget. In 2019, S&P expects EBITA restructuring costs
will be EUR15 million.

S&P believes management was pro-active in solving the problem
relatively quickly. The process included creating new master seeds,
ensuring the necessary quarantine, obtaining approval from the U.S.
Department of Agriculture (USDA), and putting in place a new supply
chain.

Despite these challenges, and supported by a drastic cost-savings
plan, the company reported EBITDA of EUR250 million in 2018,
including a EUR33.4 million negative impact from Biomune. This
represents a 4.7% increase compared with the previous year. S&P
estimates S&P Global Ratings-adjusted EBITDA of about EUR230
million in 2018, after deducting R&D capitalized costs.

S&P said, "We forecast significant capital expenditure (capex) of
EUR136 million in 2019 and EUR154 million in 2020. This includes
tangible capex, with Ceva investing in capacity and productivity,
and intangible investments in licenses of about EUR44 million per
year. We expect these large investments will fuel future growth,
and we assume organic growth of 6.5% in 2019 and 6% in 2020.
However, such investment would put pressure on free operating cash
flow (FOCF), which we estimate at -EUR9 million in 2019 and -EUR16
million in 2020.

"We note that working capital outflow deteriorated to EUR138.6
million in 2018. This mainly reflects the increase in inventory,
including active pharmaceutical ingredients and strategic products
notably in the Libourne facility, which is being upgraded. We
assume a more normalized outflow of EUR50 million over the next two
years.

"We believe the company is likely to invest in acquisitions, but
assume that this will be financed with existing sources.

We expect S&P Global Ratings-adjusted debt to EBITDA of 8.8x in
2019, rapidly declining to 8x in 2020 and 7.6x in 2021. In 2019, we
forecast total debt of EUR2,249 million. This includes EUR2 billion
term loan B, EUR78 million in shareholder current accounts, EUR435
million of convertible bonds we consider as debt in line with our
criteria (of which EUR205 million sit above the restricted group),
and EUR263 million of cash on the balance-sheet.

"The stable outlook reflects our view that expected large
investments will translate into profitable growth, resulting in
EBITDA after any restructuring costs of EUR300 million by 2020, and
adjusted debt to EBIDTA reducing to 8x. However, this assumes capex
and acquisitions will remain financed by existing sources.

"We could downgrade the ratings in the next 12-18 months if more
intense-than-anticipated competition, or an operating setback
related to the investment plan resulted in adjusted debt to EBITDA
remaining above 8x. We could also lower the ratings if funds from
operations (FFO) cash interest coverage fell to about 2x."



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

ELLAKTOR: S&P Alters Outlook to Stable & Affirms 'B/B' Ratings
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Ellaktor to stable from
positive and affirmed its 'B/B' ratings.

S&P said, "We revised the outlook to stable from positive because,
in our view, the previously anticipated improvement in Ellaktor's
credit ratios is less certain since the company realized losses
after exiting unprofitable construction projects in the second half
of 2018. We understand that Ellaktor's new management is focused on
improving the health of the construction business, including its
governance and project selection. However, we see some uncertainty
regarding the future profitability and revenue prospects of the
construction segment, which is highly cyclical and has a declining
backlog."

The performance of the toll-road segment has been satisfactory,
with strong traffic growth of approximately 5% in the first nine
months of 2018. S&P said, "We believe this segment will support the
gradual recovery of Ellaktor's core credit ratios, at least until
the concession for the most cash-generative asset--Attiki
Odos--expires in 2024. In our base case for 2019-2020, we still
forecast the adjusted funds from operations (FFO) to debt ratio
strengthening to 10%-12% from 2%-3% in 2018, and debt to EBITDA
moving below 5x in 2019-2020 after temporarily peaking in 2018 due
to significantly lower EBITDA."

S&P said, "Although we see these ratios as commensurate with a
higher rating, we see downside stemming from the performance of the
construction segment. In addition, following an investor-induced
change in the board's composition in July 2018, we are awaiting
further details about the implementation of the company's strategic
reorganization, any potential acquisitions or investments to extend
the duration of its concession portfolio, and the financial
policies.

"We believe that Ellaktor's profitable concession business
(generating adjusted EBITDA margins of 72%-74%) will ensure
adequate liquidity for the group and funding for its construction
business, if necessary. This segment has seen solid traffic growth
through 2018 on the back of the broader economic recovery in
Greece. This macroeconomic backdrop could also facilitate potential
tariff increases at the Attiki Odos concession, which we don't
currently include in our forecasts." Ellaktor's other businesses,
wind farms and waste management, are also increasingly contributing
to the group's earnings following investments in those segments and
the recently approved share-based acquisition of the remaining
shares of ELTECH Anemos, a subsidiary focusing on renewable energy,
which will improve cash flows and reduce leakage to minority
shareholders.

Weak profitability of the construction segment is a key constraint
to the rating. S&P anticipates that the segment's EBITDA margin
will reach 2%-3% over 2019-2020, instead of the 4%-5% it previously
forecasts. The losses on construction projects in the first nine
months of 2018 have led to a drop in earnings of about EUR150
million, including EUR19 million from a project in Qatar, EUR46
million from projects in Romania, and a further EUR29 million in
losses of a failed partner in a Romanian joint venture. At the same
time, the construction order backlog has declined steadily since
2013. For instance, in 2013, Ellaktor's total backlog covered
revenues by 3.3x, but as of Sept. 30, 2018, it covered only 1.2x
revenues. S&P expects the backlog to decline further as the group
adopts a more selective approach to projects to focus on
profitability. More solid construction businesses have better
EBITDA margins; Vinci's construction arm, for example, posts a 4%
EBITDA margin, while Strabag delivers an EBITDA margin of 6%-7%.

S&P said, "The stable outlook reflects our view that, after a weak
2018, Ellaktor's credit metrics will gradually recover, with debt
to EBITDA decreasing below 5x and FFO to debt improving to 10%-12%
in 2019 and 2020. We assume that the group will maintain strong
traffic growth in its toll road concessions in Greece and a prudent
financial policy. Although these ratios are commensurate with a
higher rating, we see downside risk because of the uncertain future
profitability in the construction segment, the decline in
construction revenues because of a more selective approach to
projects, and lack of details on strategy, investments, and
financial policy.

"We could raise our rating on Ellaktor if we have greater certainty
that its financial leverage, measured as debt to EBITDA, will
improve sustainably below 5x while the company maintained adequate
liquidity. We do not consider that the sovereign rating constrains
the rating on Ellaktor, which we could rate up to two notches above
the sovereign as long as it continues to pass our sovereign stress
test. We consider Ellaktor to be highly sensitive to country risk
because it is predominantly a transportation-based infrastructure
group.

"We could lower the ratings if Ellaktor materially underperforms
our forecasts and its debt leverage remains high, while cash flow
generation is depressed, for example due to further material losses
at the construction segment. We could also lower the rating if we
foresee liquidity or refinancing issues for Ellaktor, or if we
believed that its construction business would not benefit from
timely and adequate funding from the rest of the group."  



=============
I C E L A N D
=============

WOW AIR: Halts Operations After Rescue Attempt Fails
----------------------------------------------------
Claire Schofield at The Scotsman reports that WOW Air has grounded
all of its flights on March 28 as the airline announces it is
ceasing operations.

According to The Scotsman, the low-cost Icelandic carrier has been
battling with debts after an attempt to rescue it fell through.

Despite the airline saying previously that it was in final stages
of negotiations with a group of investors, all aircrafts have now
been grounded and the company has cancelled all future flights, The
Scotsman relates.

WOW Air, as cited by The Scotsman, said in a statement on its
website on March 28, "WOW Air has ceased operation.  All WOW Air
flights have been cancelled.  

"Passengers are advised to check available flights with other
airlines.  "Some airlines may offer flights at a reduced rate,
so-called rescue fares, in light of the circumstances."



=============
I R E L A N D
=============

IRISH BANK: Settlement Underway in Quinn Children Claim
-------------------------------------------------------
Mary Carolan at The Irish Times reports that settlement talks are
under way in the marathon case by Sean Quinn's five adult children
denying liability for some EUR410 million under guarantees of loans
advanced by Anglo Irish Bank to Quinn companies.

Mr. Justice Garrett Simons was told of the development at the High
Court on March 27, just after he ruled the children cannot pursue
claims that their father unduly influenced them to sign the
securities and "effectively dictated" to them about the lending,
The Irish Times relates.

That ruling is a major setback for the children whose counsel
Bernard Dunleavy SC argued they would be "significantly prejudiced"
if not permitted to make that claim, The Irish Times states.

Irish Bank Resolution Corporation (IBRC), into which Anglo was
nationalized following its collapse, strongly opposed the children
being permitted to make the claim in their case against IBRC and a
receiver appointed over share charges, The Irish Times notes.

According to The Irish Times, in his ruling, the judge disagreed a
claim of undue influence against Sean Quinn snr already exists
within the children's pleaded claim and refused to permit them to
amend their case and witness statements to specifically make that
claim.

After his ruling, Mr. Dunleavy SC, with Ciaran Lewis SC, for the
Quinns, said they had used the time in recent days for discussions
which are continuing, The Irish Times relays.  Paul Gallagher SC,
with Barry O'Donnell SC, for IBRC, confirmed this, The Irish Times
discloses.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being seized
by creditors.  Irish Bank Resolution sought assistance from the
U.S. court in liquidating Anglo Irish Bank Corp. and Irish
Nationwide Building Society.  The two banks failed and were merged
into IBRC in July 2011.  IBRC is tasked with winding them down and
liquidating their assets.  In February, when Irish lawmakers
adopted the Irish Bank Resolution Corp., IBRC was placed into a
special liquidation in the Irish High Court to complete liquidation
and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio valued
at some EUR25 billion (US$33.5 billion).  About 70 percent of the
loans were to Irish borrowers. Some 5 percent of the portfolio was
under U.S. law, according to a court filing.  Total liabilities in
June 2012 were about EUR50 billion, according to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S. Bankruptcy
Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.




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

INTERNATIONAL SETTLEMENT: Put on Provisional Administration
-----------------------------------------------------------
The Bank of Russia, by virtue of Order No. OD-682, dated March 28,
2019, revoked the banking license of Moscow-based Commercial Bank
International Settlement Bank Limited Liability Company, or
International Settlement Bank (Registration No. 3028), from March
28, 2019.  According to its financial statements, as of March 1,
2019 the credit institution ranked 389th by assets in the Russian
banking system. The bank is not a member of the deposit insurance
system.

International Settlement Bank specialized in currency exchange
operations and individual fund transfers.  The bank was largely
involved in dubious transactions with cash foreign currency, as
well as transit operations. Several facts showed that the credit
institution's management were reluctant to take any efficient
measures to stop the specified activities.

It was revealed that International Settlement Bank repeatedly
violated law and Bank of Russia regulations on countering the
legalization (laundering) of criminally obtained incomes and the
financing of terrorism (AML/FT).  The credit institution failed to
fulfill its statutory obligations with regard to the completeness
and reliability of information provided to the authorized body,
including about operations subject to obligatory control.

The Bank of Russia repeatedly (four times over the last 12 months)
applied measures against International Settlement Bank.

Under these circumstances, the Bank of Russia took the decision to
revoke the banking license from International Settlement Bank.

The Bank of Russia took this decision due the credit institution's
failure to comply with federal banking laws and Bank of Russia
regulations, repeated violations within one year of the
requirements stipulated by Articles 7 (except for Clause 3 of
Article 7) and 7.2 of the Federal Law "On Countering the
Legalisation (Laundering) of Criminally Obtained Incomes and the
Financing of Terrorism", and the requirements of Bank of Russia
regulations issued in compliance with the indicated Federal Law,
and taking into account repeated applications within one year of
measures envisaged by the Federal Law "On the Central Bank of the
Russian Federation (Bank of Russia)".

The Bank of Russia, by virtue of its Order No. OD-683, dated March
28, 2019, appointed a provisional administration to International
Settlement Bank for the period until the appointment of a receiver
pursuant to the Federal Law "On Insolvency (Bankruptcy)" or a
liquidator under Article 23.1 of the Federal Law "On Banks and
Banking Activities".  In accordance with federal laws, the powers
of the credit institution's executive bodies were suspended.

The current development of the bank's status has been detailed in a
press statement released by the Bank of Russia.


O1 PROPERTIES: Moody's Confirms B3 CFR, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has confirmed the B3 corporate family
rating (CFR) and the B3-PD probability of default rating (PDR) of
O1 Properties Limited (O1) as well as the B3 senior unsecured
ratings of instruments issued by O1 Properties Finance Plc and O1
Properties Finance JSC. The outlook is negative.

The action concludes the review for downgrade initiated by the
agency following the announcement on May 10, 2018 by O1 Group, O1's
former majority shareholder, that it defaulted on its obligations
to repurchase a RUB13.9 billion domestic bond. The review reflected
(1) the increased uncertainties over the company's future credit
profile because of the evolving adverse developments affecting O1
Group; and (2) a risk of potential acceleration of O1's $350
million global note under the change of control clause. The latter
was driven by rising probability of the parent's default under the
RUB 25 billion loan secured by O1 Group's stake in O1, which was
originally taken from Credit Bank of Moscow (Ba3 stable) and
ultimately acquired by Riverstretch Trading and Investments (RT&I),
a Cyprus-based private company specialising in managing distressed
assets.

On March 15, 2019, O1 announced the waiver of the change of control
clause under the global note, which was triggered in July 2018,
when RT&I acquired the controlling stake in the company as part of
the debt settlement arrangement under the RUB 25 billion loan. The
waiver envisages a payment of a consent fee of up to $10.5 million
and amendments to the bond's terms and conditions including (1) the
appointment of independent directors; (2) maintenance of a special
account to service interest payments; and (3) tightening of certain
covenants.

RATINGS RATIONALE

The confirmation of the ratings at B3 with negative outlook
reflects O1's deteriorating financial profile and weak liquidity
despite the successful resolution of the $350 million global note
acceleration risk following the receipt of the respective change of
control waiver, as well as pending similar waivers under some of
the company's bank loans, which Fitch expects to be received
shortly, with the preliminary agreements from all the banks already
in place.

O1's credit profile has been pressured by (1) a further step-up in
its historically elevated effective leverage (measured by adjusted
debt/gross assets) to around 85% in 2019 (77% as of year-end 2017)
largely driven by the sale of two office properties, Avrasis and
Zarechie, in 1H2018, along with the negative portfolio revaluation
due to weak market and rouble depreciation; (2) the deteriorating
fixed charge coverage metric to below 1.0x on the back of lower
rental income and significant interest payments on its large debt;
(3) refinancing risks related to substantial maturities in 2020-21;
and (4) a number of covenant breaches under the bank facilities
expected as of end-2018.

The ongoing comprehensive bank debt optimisation measures, which O1
initiated after the change of controlling shareholder and plans to
finalise in 1H2019, should, however, help reduce financial and
liquidity pressure throughout 2019. In particular, the company is
now in the process of refinancing a number of its bank loans, which
should result in: (1) extension of final maturities and lowering
the annual amortisation thus reducing refinancing risks; (2)
rebalancing of debt portfolio towards rouble denominated debt to
limit the company's exposure to rouble exchange rate fluctuations;
and (3) reset of financial covenants to ensure compliance going
forward.

O1 expects some gradual deleveraging starting 2020 underpinned by
(1) its consistently solid operating results backed by a large,
high-quality office property portfolio in Moscow's prime locations
with a strong tenant base and balanced lease terms and maturities;
(2) first signs of the market recovery in 2018; and (3) the
company's conservative development strategy.

In addition, Moody's understands that RT&I, actively supports O1's
bank debt restructuring and optimisation initiative and is ready to
inject equity to help the company address any potential liquidity
gaps and for business development projects. The actual willingness
and ability of the new owner to extend this funding, however,
remains to be validated.

At the same time, Moody's still views risks of refinancing being
delayed or financial performance being weaker than expected as
meaningful given O1's susceptibility to the evolving geopolitical
and economic environment and rouble exchange rate volatility as
well as uncertainties over the company's future financial and
development policy under the new controlling shareholder.

The rating also remains constrained by the low level of
transparency at RT&I level and the lack of track record of its
prudent strategy towards O1. Nevertheless, tighter covenants and
the requirement to maintain independent directors including one
appointed by bondholders under the amended global note terms
provide some comfort over the company's corporate governance and
financial policies.

RATIONALE FOR THE NEGATIVE OUTLOOK

The outlook is negative reflecting (1) liquidity risks related to
refinancing of substantial maturities due in early 2020, financial
covenant breaches, and pending change of control waivers from some
banks, which the company expects to resolve in 1H2019; and (2) the
risk of further weakening of the company's credit metrics.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's does not currently expect any upward pressure on O1's
ratings given the negative outlook. The outlook could return to
stable if the company successfully addresses the current liquidity
risks including refinancing of the upcoming maturities, while
sustaining (1) the effective leverage at or below 85% in 2019 and
gradually reducing it towards 80% starting 2020; and (2) annual
rental income sufficient to solidly cover the company's cash
obligations related to regular debt service requirements.

Downward pressure on the ratings could be exerted if (1) O1 fails
to refinance the upcoming 2020 maturities or to resolve the change
of control and covenant breaches with all the banks shortly; and
(2) the company's financial performance deteriorates further, with
effective leverage exceeding 85% in 2019 and no signs of
deleveraging starting 2020 and annual rental income becoming
insufficient to cover the company's basic cash obligations
including cash interest payments. Any new adverse developments at
the company's or shareholder level driving concerns over the
company's operations or future credit profile may also put pressure
on the ratings.

PRINCIPAL METHODOLOGY

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

O1 Properties Limited is Russia's leading real estate investment
company. The company owns a portfolio of 12 yielding assets, with a
net rentable area of 478,394 square metres and the reported gross
asset value of $3.28 billion as of year-end 2018. RT&I, which is
ultimately owned by Pavel Vashchenko (90% share) and Valeriy
Mikhailov (10%), effectively controls around 67% of O1.



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

FONCAIXA FTGENCAT 5: S&P Raises Class C Notes Rating to B+ (sf)
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Foncaixa FTGENCAT
5, Fondo de Titulizacion de Activos' class AG, B, and C notes. At
the same time, S&P affirmed its rating on the class D notes.

S&P said, "We used data from the December 2018 servicer report and
the January 2019 payment date report to perform our credit and cash
flow analysis, and we applied our European small and midsize
enterprise (SME) collateralized loan obligation (CLO) criteria and
our current counterparty criteria."

CREDIT ANALYSIS

Foncaixa FTGENCAT 5 is a single-jurisdiction cash flow CLO
transaction securitizing a portfolio of SME loans that CaixaBank
S.A. originated in Spain. The transaction closed in November 2007.

The underlying portfolio is relatively seasoned with a pool factor
(percentage of the pool's outstanding aggregate principal balance
compared with the closing date balance) of about 23%. According to
the servicer reports, cumulative defaults of 12 months account for
8.67% of the closing pool balance, up from 8.12% in our 2017
review.

S&P said, "We applied our European SME CLO criteria to determine
the scenario default rate (SDR)--the minimum level of portfolio
defaults that we expect each tranche to be able to withstand at a
specific rating level using CDO Evaluator. To determine the SDR, we
adjusted the archetypical European SME average 'b+' credit quality
to reflect two factors (country and originator, and portfolio
selection adjustments).

"Under our criteria, we rank the originator in this transaction in
the moderate category. Taking into account Spain's Banking Industry
Country Risk Assessment (BICRA) score of 4 and the originator's
average annual observed default frequency, we applied a downward
adjustment of one notch to the 'b+' archetypical average credit
quality.

"Given that there are no major differences in the securitized
portfolio's creditworthiness compared with the originator's entire
SME loan book, we did not perform further adjustments to the
average credit quality. As a result, our average credit quality
assessment of the portfolio was 'b', which we used to generate our
'AAA' SDR.

"We calculated the 'B' SDR based primarily on our analysis of
historical SME performance data and our projections of the
transaction's future performance, taking into account the increased
cumulative defaults since our previous review. We reviewed the
originator's historical default data and assessed market
developments, macroeconomic factors, changes in country risk, and
the way these factors are likely to affect the loan portfolio's
creditworthiness. We interpolated the SDRs for rating levels
between 'B' and 'AAA' in accordance with our European SME CLO
criteria."

RECOVERY RATE ANALYSIS

S&P said, "We applied a weighted-average recovery rate (WARR) at
each liability rating level by considering the asset type and its
seniority, the country recovery grouping, and the observed
historical recoveries in this transaction. We revised our recovery
assumptions to 65% from 62.5% at the 'B' level in line with the
historical rate achieved so far. In a benign economic environment,
we expect the recoveries to be around 65%, in line with the
historical observations."

COUNTRY RISK

S&P said, "We performed our rating above the sovereign analysis as
per our criteria. Under these criteria, we can rate a
securitization up to six notches above our foreign currency rating
on the sovereign if the tranche can withstand severe stresses."

COUNTERPARTY RISK

The transaction benefits from credit support provided by the swap
provider, CaixaBank (BBB+/Stable/A-2, and a resolution counterparty
rating of 'A-'). The swap provider hedges interest rate risk,
covers the weighted-average coupon on the notes, guarantees a
spread of 50 basis points, and pays servicer replacement servicing
fees.

S&P said, "As per our criteria published in March 2019, we consider
the combined strength of the contractual remedies to determine the
maximum supported rating on the structured finance notes for a
given derivative counterparty exposure." In a case where the
counterparty fails to replace itself within the remedy period after
its rating is lowered below the replacement trigger, the maximum
supported rating may remain above the counterparty's rating
depending on the strength of the collateral posting framework and
the issuer's ability to terminate the swap.

Hence, in this instance, even though the issuer did not replace
CaixaBank when it became an ineligible counterparty under the
documentation, we rely on the collateral posting commitment from
CaixaBank to assess the maximum supported rating.

CASH FLOW ANALYSIS

The class AG notes have paid down since S&P's previous review (to
EUR162.3 million from EUR234.9 million). The reserve fund,
initially funded by the issuance of the class D notes, is currently
below its required amount of EUR26.5 million with a balance of
EUR22.9 million. The reserve fund's required amount is still equal
to the original amount since it is not at the required amount and
due to the breach of the arrears ratio trigger. The reserve fund
could amortize as soon as it reaches the required amount and the
arrears ratio is no longer in breach.

The amortization of the class AG notes and replenishment of the
reserve fund (thanks to excess spread) has increased the available
credit enhancement for all rated classes of notes.

S&P said, "We used the reported portfolio balance that we
considered to be performing, the principal cash balance, the
current weighted-average spread, and the weighted-average recovery
rates that we considered to be appropriate. We subjected the
capital structure to various cash flow stress scenarios,
incorporating different default patterns and timings and interest
rate curves, to determine the rating level, based on the available
credit enhancement for each class of notes under our European SME
CLO criteria.

"Even though we considered the current reserve fund amount, we also
performed additional analyses to capture a scenario in which the
reserve fund could be amortizing after meeting several conditions,
potentially reducing the cash available to service the rated
notes."

RATING RATIONALE

S&P said, "Based on the above considerations, we consider the
available credit enhancement for the class AG, B, and C notes to be
commensurate with higher ratings than those assigned. We have
therefore raised to 'AA (sf)' from 'BBB (sf)', to 'A- (sf)' from
'BBB (sf)', and to 'B+ (sf)' from 'B (sf)' our ratings on the class
AG, B, and C notes, respectively. Class D is still deferring
interest payments on the notes, and therefore we have affirmed our
'D (sf)' rating on the class D notes."

  Ratings Raised

  Class            Rating
            To             From
  AG        AA (sf)        BBB (sf)
  B         A- (sf)        BBB (sf)
  C         B+ (sf)        B (sf)

  Ratings Affirmed

  Class     Rating
  D         D (sf)



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

TURKIYE HALK: Fitch Affirms 'B+' LT FC IDR & Senior Debt Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Halk Bankasi's (Halk) Long-Term
Foreign Currency (FC) Issuer Default Rating (IDR) and senior debt
rating at 'B+'. It has also removed Halk's Viability Rating (VR)
from Rating Watch Negative (RWN) and affirmed it at 'b+'. The
Outlooks on the Long-Term IDRs are Negative.

The removal of the VR from RWN reflects Fitch's view that immediate
risks to Halk's standalone credit profile from potential US
investigations have reduced. Fitch placed Halk's ratings on RWN in
January 2018 as itbelieved the bank could be subject to a fine or
other punitive measures following the conviction of its former
deputy general manager for violation of US sanctions. Fitch
believes these risks have reduced, although they have not been
eliminated, given the passage of time and the absence of any
announcement concerning investigations into, or possible actions
against, the bank.

The Negative Outlooks reflect pressure on Halk's VR from the
challenging Turkish operating environment and the Negative Outlook
on the Turkish sovereign rating (BB/Negative).

KEY RATING DRIVERS

VR, FC IDRs AND SENIOR DEBT

Halk's Long-Term FC IDR is driven by its standalone strength, as
reflected in the VR, and underpinned by potential sovereign
support, as captured by the Support Rating Floor.

The VR reflects the bank's exposure to the high risk Turkish
operating environment, weakened profitability and weak core
capitalisation, but also considers the bank's solid domestic
franchise, record of reasonable performance and limited build-up to
date of impaired loans. The VR also factors in reduced access to
external funding, a more aggressive risk appetite than private bank
peers and relatively higher strategy execution risk.

Uncertainty surrounding the US investigations has weighed on Halk's
credit profile, including on its strategy execution, its access to
international funding markets, and on its profitability (due to its
higher reliance on more expensive Turkish lira funding). In
addition, risks for Halk's credit profile have increased
significantly, as for other Turkish banks, as a result of
significant local currency (LC) depreciation and marked increases
in interest rates in 2018, which continue to put pressure on asset
quality, margins, capitalisation and liquidity.

Asset quality risks have increased materially given the weaker
growth outlook, high FC lending (34% of loans at end-2018, although
lower than at peers) and Halk's exposure to the more vulnerable SME
segment (39% of loans at end-2018) as an SME bank. The share of
impaired loans in gross loans increased to 3.5% at end-2018 from
2.9% at end-2017, with the increase partly due to the effect of
currency depreciation on weakly hedged FC borrowers and the higher
interest rate environment. Increasing levels of Stage 2 loans (6%
of loans at end-2018) also suggest the potential for future growth
in impaired loans.

Halk's profitability metrics are weaker than those of most large
bank peers. Its net interest margin is under pressure from higher
lira funding costs, given greater reliance on LC deposit funding as
the bank has not been actively using cheaper, external funding in
FC, partially due to the US case and also due to its strategy to
rapidly grow lira lending. High Turkish lira interest rates are
expected to continue to put pressure on Halk's profitability in the
short term, given its maturity mismatch and inflexibility in
repricing the SME loan portfolio due to its policy role.
Profitability could deteriorate significantly if there was a marked
weakening of asset quality.

Halk's core capitalisation has come under pressure from currency
depreciation, rapid loan growth in recent years and high interest
rates. Its Fitch Core Capital (FCC) ratio was a low 10% at
end-2018, below that of peers, and should be viewed in the context
of the bank's growth appetite and asset quality risks. Internal
capital generation has also weakened following pressure on margins
and asset quality. The Total Capital Adequacy Ratio of 13.4% is
higher and supported by about TRY6 billion of lira-denominated
subordinated debt.

Refinancing risks remain high given high FC wholesale funding
(including interbank deposits), recent heightened market
volatility, and some uncertainty still surrounding the US
investigations. However, Halk has lower reliance on short-term FC
funding than peers, having reduced its exposure since 2017, in part
due to more limited market access. It also has sufficient FC
liquidity to cover short-term maturing foreign debt (largely
comprising eurobonds and bilateral loans). Fitch expects support to
be forthcoming in Turkish lira from the Turkish state, if needed.
Timely and sufficient support in FC from the Turkish authorities
may be constrained given only modest net central bank reserves.

The senior debt rating is aligned with the bank's FC IDR.

LC IDR AND NATIONAL RATING

Halk's LC IDRs are driven by potential support from the Turkish
authorities in LC. The affirmation of the National Rating reflects
Fitch's view that Halk's creditworthiness in LC relative to other
Turkish issuers remains unchanged.

SUPPORT RATING AND SUPPORT RATING FLOOR

Halk's ratings are underpinned by potential support from the
Turkish authorities. This is due to its majority state ownership
(51% owned by the Turkish Sovereign Wealth Fund), systemic
importance, SME policy role and significant state-related funding.


However, Halk's 'B+' Support Rating Floor (SRF) is two notches
below the Turkish sovereign IDR, reflecting risks to the ability of
the sovereign to provide support in FC. At end-2018, the central
bank's foreign-exchange reserves were a moderate USD93 billion,
while net reserves (adjusted for almost USD60 billion of bank
placements with the central bank, including under the reserve
option mechanism) were low at around USD35 billion. The notching
reflects Fitch's opinion that there is uncertainty about the
Turkish authorities' ability to provide support in FC given the
potential for stress in the country's external finances.

RATING SENSITIVITIES

FC IDRs AND SENIOR DEBT

Halk's FC IDR and senior debt rating would only be downgraded if
both the bank's VR was downgraded and its SRF was revised
downwards.

VR

Halk's VR could be downgraded if there was a further marked
deterioration in the operating environment, or in Halk's asset
quality, capitalisation or FC liquidity position. The VR may also
be downgraded or put back on RWN if there was an escalation of the
US investigations into the bank or if the bank became subject to a
fine or other punitive measures that materially weakened solvency
or negatively affected its standalone credit profile.

SR AND SRF

Halk's SRF and SR are sensitive to a revised view on the ability or
propensity of the Turkish authorities to provide support in FC.

LC IDR AND NATIONAL RATING

Halk's LC IDR and National Rating are sensitive to a revised view
on the ability or propensity of the Turkish authorities to provide
support in LC.

The rating actions are as follows:

Long-Term Foreign-Currency IDR: affirmed at 'B+'; Outlook Negative

Long-Term Local-Currency IDR: affirmed at 'BB'; Outlook Negative

Short-Term Foreign-Currency IDR: affirmed at 'B'

Short-Term Local-Currency IDR: affirmed at 'B'

Viability Rating: affirmed at 'b+'; off RWN

Support Rating: affirmed at '4'

Support Rating Floor: affirmed at 'B+'

Long-term senior unsecured notes rating: affirmed at 'B+'/'RR4'

National Long-Term Rating: affirmed at 'AA(tur)'; Outlook Stable



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

CABLE & WIRELESS: Fitch Rates $180MM Sr. Unsec. Notes Issue 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-'/'RR4' to Cable &
Wireless Senior Financing Designated Activity Company's (CWDAC)
USD180 million add-on senior unsecured notes issuance due 2027. The
proceeds of the issuance will be used to fund a proceeds loan to
Sable International Finance Limited (SIFL), which is an indirect
subsidiary of Cable & Wireless Communications Limited (CWC). This
loan will be used to refinance an existing credit facility that was
used to acquire United Telecommunication Services N.V. (UTS) and
for distributions to CWC. On March 26, 2019, CWC parent Liberty
Latin America Ltd (LLA) announced the acquisition of a 87.5%
controlling stake in UTS for USD165 million.

CWC's ratings reflect its leading market positions across
well-diversified operating geographies and offerings, underpinned
by solid network competitiveness. The long-term growth
opportunities for data use and the concentrated nature of these
markets--often with only one major competitor--provide additional
support for the 'BB-' ratings. Further factored in CWC's ratings
are the company's strong liquidity position and manageable debt
amortization schedule. Pressured growth in its main mobile and
fixed-voice segments due to unfavorable near-term industry trends,
high leverage, and cash flow leakage remain credit concerns that
constrain the rating at 'BB-'.

KEY RATING DRIVERS

Strong Diversified Operator: The company's operations are well
diversified into mobile and fixed services, and it has the No. 1 or
No. 2 market position in the majority of its markets. The company's
revenue mix per service is well balanced, with mobile accounting
for 29% of total sales during 2018, fixed-line at 24%, and business
to business services (B2B) at 46% of revenues. The company's
geographic diversification is also solid, with a substantial fixed
and mobile presence in line operations in both Panama and Jamaica,
which together account for approximately 77% of mobile and 49% of
fixed subscribers. Finally, the company's B2B and subsea-networks
across the Caribbean provide strong growth prospects.

Favorable Market Structure: The market structure in the Caribbean
is mostly a duopoly between CWC and Digicel Group Limited
(Digicel). Due to Digicel's stressed capital structure, pricing is
expected to remain rational in the near term and Fitch does not
believe the risk of a sizable new entrant to be high, given the
relatively small size of each market amid the increasing market
maturity, especially for mobile services. Under this environment,
Fitch expects the company's market positions to remain stable over
the medium term. CWC's continued high investment for network
upgrades should bode well for its network competitiveness in the
coming years.

High Leverage: Fitch expects that EBITDA leverage will likely
remain above 4.0x in the medium term, as CWC employs a leveraged
equity return model, where excess cash is upstreamed to parent
company LLA. Fitch expects, leverage should remain below recent
highs following an aggressive investment cycle during a period of
stagnant cash flows. Fitch forecasts modest EBITDAR (subtracting
for dividends paid to minority shareholders) growth and average
capex of approximately USD350 million-USD400 million, which will
result in improved FCF.

Stagnant Cash Flow: Fitch believes that CWC's broadband and managed
services segments will be the main growth drivers backed by its
increasing subscriber base and relatively low service penetrations,
and growing corporate/government clients' IT service demands. Fitch
does not expect data ARPU improvements in the mobile segment to
fully mitigate voice ARPU trends. Legacy fixed-voice revenue
erosion is also unlikely to abate due to waning demand given cheap
mobile voice or Voice-over-internet-protocol (VoIP) services.

Potential Refinancing and Restructuring Activities: CWC intends to
simplify its capital structure in the future in a manner that would
lead to the creation of a new holding company. The CWDAC notes have
been structured in a manner that would allow them to be moved to
this new holding company. At that time, these notes would be both
structurally and legally subordinated to CWC's Term Loan B-4 (TLB),
Revolving Credit Facility (RCF) and operating company debt and
would likely be downgraded to 'B+'/'RR5'.

Capped Recovery Ratings: The ratings have been capped at 'RR4' due
to Fitch's Country-Specific Treatment of Recovery Rating Criteria,
which does not allow uplift for issuance of by companies that
operate in countries where concerns exists about whether the law is
supportive of creditor rights, and/or where there is significant
volatility in the enforcement of the law and legal claims.

DERIVATION SUMMARY

CWC's leading market position and diversified operations and
relatively stable EBITDA generation compare in line or favourably
against other regional telecom operators in the 'BB' category. This
strength is offset by its higher leverage than most peers in the
'BB' rating category, as well as LLA's financial strategy, which
could limit any material deleveraging. The company's overall
financial profile is stronger than its regional competitor, Digicel
Group Limited (B/Stable), which recently restructured its debt. The
company has a weaker financial profile and higher leverage than
Millicom Group (BB+/Stable), which supports a multi-notch
differential.

No country ceiling, parent-subsidiary linkage, or operating
environment aspects impact the ratings.

KEY ASSUMPTIONS

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

  -- Low single-digit revenue growth, primarily driven by B2B
segment as residential revenue growth remains stagnant;

  -- EBITDA margin to remain stable at 35% in medium term;

  -- Capex to sales ratio of 15%-17% in the medium term.

For the purposes of projecting recovery rates, Fitch makes
estimates for maintenance capex, interest and rent payments.
Stressed EBITDA from operating entities in Panama and the Bahamas
have been excluded from the recovery analysis, based on CWC's
minority ownership stake and expected treatment in a default
scenario. Fitch uses a 5.5x multiple, based on historical precedent
and the duopoly structure in CWC's main markets.

RATING SENSITIVITIES

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

  -- A positive rating action is not like to occur given
management's history of maintaining higher levels of leverage
within the rating category, which have been in excess of 4.0x.

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

  -- Sustained EBITDAR-based adjusted net leverage ratios above
5.0x;

  -- An erosion of the company's strong business position or
liquidity position.

LIQUIDITY

CWC's liquidity profile is sound, backed by its long-term debt
maturities profile, relatively stable operational cash flow
generation, as well as committed revolving credit facility. The
company held cash and equivalents of USD416 million, of which USD11
million was readily available, against current portion of debt and
capital leases of USD201 million.

The company has an undrawn USD625 million revolving credit facility
due 2023, which bolsters its financial flexibility. The company has
good access to international capital markets, when in need of
external financing.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following rating:

C&W Senior Financing Designated Activity Company

  -- USD180 million senior unsecured notes due 2027 'BB-'/'RR4'.

CABLE & WIRELESS: Moody's Rates Proposed $180MM Add'l. Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the proposed
USD180 million 6.875% notes due 2027, offered as additional notes
to the existing USD700 million 6.875% senior unsecured notes due
2027 issued by C&W Senior Financing Designated Activity Company
(SPV Issuer), a trust-owned special purpose vehicle that Cable &
Wireless Communications Limited (CWC) consolidates. The Ba3
corporate family rating (CFR) of CWC, and the other debt instrument
ratings within the group, all remain unchanged. The outlook on all
ratings is stable.

The SPV Issuer will on-lend the USD180 million proceeds from the
notes issuance to Sable International Finance Limited (SIFL),
through a proceeds loan, as is the case with the existing USD700
million notes due 2027 and USD500 million notes due 2026 issued by
the SPV Issuer. CWC will use the issuance proceeds to repay
revolving credit facility (RCF) drawings made to fund an
acquisition, pay issuance related fees, and for general corporate
purposes.

Assignment:

Issuer: C&W Senior Financing Designated Activity Company

  - USD180 million Senior Unsecured Regular Bond/Debenture,
Assigned B2

RATINGS RATIONALE

On March 26, Liberty Latin America Ltd., CWC's parent company,
announced the acquisition of 87.5% of United Telecommunication
Services N.V. (UTS) for a consideration of around USD165 million on
a cash- and debt-free basis. The acquired business, which will be
merged with CWC's existing operations, will strengthen CWC's market
position in Curacao, where it already offers video, fixed-line
telephony and internet broadband services, and expand its presence
to other islands of the Netherlands Antilles. The acquired company
generates an EBITDA of about USD30 million, an amount which we
expect to grow over time, supported by some operational synergies.
The acquisition will be initially funded through drawings under
CWC's RCF, to be repaid by the proceeds from the proposed USD180
million notes issuance. The acquisition and notes issuance have a
limited effect on CWC's credit metrics, with pro forma leverage
(i.e. gross debt/EBITDA, including Moody's adjustments) increasing
by less than 0.1x.

The B2 rating of the USD180 million additional notes and the
existing USD700 million notes due 2027, issued by the SPV, reflect
their positioning in the waterfall, ranking behind the USD1,875
million senior secured term loan and USD625 million senior secured
RCF at Sable International Finance Limited, both rated Ba3.

CWC's Ba3 corporate family rating continues to reflect its
effective business model, strong profitability and leading market
positions throughout the Caribbean and Panama. At the same time,
the rating also takes into consideration the company's large
exposure to emerging economies, high competitive pressures in most
of its markets and its fairly high leverage for the Ba3 rating, at
close to 4.5x.

The stable outlook on CWC's rating reflects Moody's expectations
that the company's revenue growth will be modest, with its EBITDA
margin (including Moody's adjustments) maintained at around 40% and
liquidity remaining adequate in the next 12-18 months. The outlook
also incorporates slightly positive free cash flow for the next
12-18 months and a gradual decline in adjusted debt/EBITDA.

A rating upgrade could be considered if more conservative financial
policies lead to deleveraging to under 2.5x (adjusted debt/EBITDA)
on a consolidated basis, while maintaining a stable adjusted EBITDA
margin and generating strong positive free cash flow, all on a
sustained basis.

CWC's ratings could be downgraded if (1) the company's adjusted
debt/EBITDA remains over 4.0x (on a consolidated basis) on a
sustained basis; (2) its adjusted EBITDA margin declines toward 35%
on a sustained basis; (3) the company's market shares decline or
its liquidity position weakens; (4) it makes a large cash
distribution to its parent company.

The principal methodology used in this rating was
Telecommunications Service Providers published in January 2017.

CWC is an integrated telecommunications provider offering mobile,
broadband, video, fixed-line, business and IT services in Panama,
Jamaica, the Bahamas, Trinidad and Tobago, and Barbados in addition
to 13 other markets in the Caribbean and Seychelles. In 2018, the
company generated revenue of USD2.3 billion. CWC is a subsidiary of
Liberty Latin America Ltd., which was split off from Liberty Global
plc (Ba3 stable) on December 29, 2017, and is listed on the NASDAQ.

DEBENHAMS PLC: Bondholders Back GBP200-Mil. Refinancing Plans
-------------------------------------------------------------
Luke Tugby at Retail Week reports that Debenhams' bondholders have
backed the embattled retailer's GBP200 million refinancing plans,
dealing a blow to Mike Ashley's takeover hopes.

According to Retail Week, the department store chain said its
bondholders had agreed to change the terms of some of their bonds,
paving the way for it to secure new loans of up to GBP200 million
from existing lenders.

Debenhams said "a majority" of holders of notes due in 2021 have
given the green light to the amendments, Retail Week relates,
Retail Week relates.

On March 27, Sports Direct said it was considering a 5p per share
cash offer for Debenhams, which would value the business at GBP61.4
million, Retail Week recounts.

However, the offer would be conditional on Mr. Ashley being
installed as its new chief executive, Retail Week notes.

Sports Direct already owns just under 30% of Debenhams, but faces
the prospect of having that equity wiped out under potential
restructuring plans, Retail Week states.

Debenhams said last week that it had secured a GBP200 million
funding lifeline to "provide liquidity headroom" and "deliver
stability for its customers, staff, suppliers and pensionholders,"
Retail Week relays.

But it warned that, although the cash injection would give it the
"ability to pursue restructuring options to secure the future of
the business", "certain of these options" would "result in no
equity value for the company's current shareholders", Retail Week
discloses.


DEBENHAMS PLC: S&P Cuts LT ICR to 'CC', Put on Watch Negative
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Debenhams PLC and its issue ratings on all of its rated debt to
'CC', and placing all the ratings on CreditWatch with negative
implications.

The downgrade follows Debenhams' announcement that it has issued a
consent solicitation notice to its unsecured lenders to help the
company secure new funding. The proposed new money facilities of
GBP200 million will provide Debenhams with additional liquidity,
support the group's ongoing restructuring, and repay a GBP40
million bridge facility drawn in February 2019.

S&P said, "We would probably view the transaction as distressed
once implemented, as we believe the group would likely face a
liquidity crisis without these new money facilities. In light of
this liquidity pressure--as well as Debenhams' weak performance
over the past year and its ongoing restructuring--we consider the
proposed transaction distressed rather than opportunistic.

Moreover, the proposed terms of the consent solicitation will grant
the new money facility priority security and repayment rights,
subordinating the existing notes. New clauses, including those
governing enforcement of security and the rights of creditors in a
distressed sale process, will also likely disadvantage existing
lenders in our opinion, unless they participate in the new money
facility. The combination of these factors means we will likely
view the proposed transaction as akin to a default.

S&P also believes the urgency of resolving the immediate funding
requirements of the business is indicative of the group's weak
liquidity position. Despite management confirming that it had not
permanently changed terms with its suppliers as recently as the
group's trading update on Jan. 10, 2019, it appears trade creditor
pressure has subsequently increased. This has caused the group's
liquidity position to deteriorate rapidly, mainly due to suppliers
continuing to demand reduced payment terms.

Debenhams also faces an ongoing public battle with its largest
current shareholder, Sports Direct International PLC, amid disputes
regarding the composition of its board, its strategic and funding
options, and who should maintain control over the group. S&P thinks
these disputes between Debenhams' current board and Sports Direct
represent a material governance challenge, which it thinks does not
aid the group's ongoing restructuring and refinancing processes.

S&P said, "The CreditWatch placement reflects our expectation that
we will lower our rating on Debenhams to 'SD' once the group has
received the requisite approvals from its existing creditors and
the new money facilities have been drawn. At the same time, we
expect to lower our ratings on the group's existing notes to 'D'.

"Alternatively, if the proposed transaction falls through and a
shortage of immediate funding options renders the business
insolvent, we could downgrade Debenhams and its debt to 'D'.

"We will assess any viable alternative options the group may take
concerning its capital structure as and when they emerge,
particularly in the context of an event of default or a distressed
exchange offer, as per our definition."

Debenhams PLC operates and franchises 240 department stores,
primarily in the U.K., the Republic of Ireland, and Denmark. In
addition to its traditional bricks and mortar channel, Debenhams
also sells its products online, through an e-commerce platform.

The group reported statutory revenues of nearly GBP2.3 billion and
pre-exceptional EBITDA of about GBP155 million in the financial
year ending Sept. 1, 2018 (FY2018).

The company sells both own-brand and third-party products across a
broad product range, including apparel, accessories, beauty, and
homeware, among others.

The company is listed on the London Stock Exchange, with
approximately 90% of its shares free float. The group is 29.9%
owned by Sports Direct International PLC.

ENSCO PLC: Egan-Jones Lowers Senior Unsecured Debt Ratings to B
---------------------------------------------------------------
Egan-Jones Ratings Company, on March 21, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Ensco PLC to B from B+. EJR also downgraded the
rating on commercial paper issued by the Company to B from A3.

Ensco plc is an offshore drilling contractor headquartered in
London, United Kingdom. It is the second-largest offshore drilling
and well drilling company in the world and owns 59 rigs, including
35 offshore jack-up rigs, 12 drillships, and 15 semi-submersible
platform drilling rigs.


INMARSAT PLC: Moody's Places Ba2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade
Inmarsat plc's Ba2 Corporate Family Rating, Ba2-PD Probability of
Default Rating (PDR) as well as the Ba3 ratings on Inmarsat Finance
plc's $1.0 billion Senior Unsecured Global Notes due 2022 and $400
million Senior Unsecured Global Notes due 2024, which are
unconditionally guaranteed by Inmarsat Group Limited and Inmarsat
Investments Limited. The outlook for both entities has been changed
to rating under review from stable.

The ratings review follows the announcement that Triton Bidco (a
new joint venture company formed by private equity groups Apax and
Warburg Pincus alongside Canada's CPPIB and Ontario Teachers'
Pension Plan Board) has reached an agreement to acquire Inmarsat in
a deal that values the UK group's equity at $3.4 billion. Triton
Bidco will pay $7.21 (including $0.12 per share of final dividend)
in cash per Inmarsat share and will take the entire group private.
The company will keep its headquarters in the UK and keep its R&D
spent consistent with past levels.

The offer represents a 27% premium to the closing price of GBP4.31
per Inmarsat share on March 18, 2019. Including debt, the offer
values the company at around $6.0 billion. The cash consideration
payable to Inmarsat's shareholders of $3.4 billion will be financed
by a combination of equity (for which commitment letters are
already in place) and debt. Triton Bidco has recently entered into
an interim facilities agreement comprising of $3.6 billion term
loan and $600 million of revolving credit facilities, proceeds of
which will be used to part-fund the cash consideration.

"The review for downgrade of Inmarsat's ratings reflects our
expectation of increased leverage within the group after the
buy-out transaction is complete. While the post-acquisition capital
structure of Inmarsat currently remains unclear, the company will
no longer be publicly listed and could end-up with a relatively
more aggressive financial policy under private equity ownership,"
says Gunjan Dixit, a Moody's Vice President -- Senior Credit
Officer and lead analyst for Inmarsat.

The ratings review is contingent on the completion of the
acquisition as has been announced, which is subject to Inmarsat's
shareholder approval and regulatory approval, expected to complete
by the end of 2019. The review could result in a multi-notch
downgrade of Inmarsat's ratings depending on the magnitude of
leverage and the financial and operational strategy of the group
after change in ownership.

RATINGS RATIONALE

Moody's has placed Inmarsat's ratings on review for downgrade
because the agency believes that there is a likelihood of increase
in group leverage with the ownership change involving private
equity groups. While the post-acquisition capital structure of
Inmarsat currently remains unclear, the agency notes that Triton
Bidco, the new holding company created for facilitating the
acquisition transaction, has recently entered into an interim
facilities agreement comprising of $3.6 billion term loan and $600
million of revolving credit facilities. It remains to be seen how
these interim facilities will eventually be refinanced and what
would be the level of pure equity injection by the new owners.

The ownership change will potentially trigger a change of control
event for the outstanding bonds of Inmarsat. The level of debt and
leverage within Inmarsat's ring-fenced group after the completion
of the transaction will be key in determining the impact on group
ratings. The ratings review will assess Inmarsat's post-acquisition
capital structure, financial policy and corporate governance, any
changes in business strategy to be imposed by new owners, and
evolution of the company's credit metrics.

Inmarsat's existing Ba2 CFR reflects (1) Moody's expectations for
modest mid-single-digit percentage average revenue growth
(excluding Ligado Networks) between 2019-2022, reflecting
intensifying competition and declining growth in legacy maritime
segments, offset by new maritime and aviation broadband services;
(2) the anticipated loss of nearly $130 million of high-margin
revenue from Ligado from January 2019; (3) the company's strong
market position in the maritime connectivity market, as well as its
relatively young Global Xpress (GX) fleet and its European Aviation
Network (EAN); (4) continued opportunities for solid revenue
growth, although with concurrent margin dilution, over the next
five years in the aviation connectivity segment; (5) a moderated
dividend payout policy with Moody's adjusted gross leverage (3.4x
at the end of 2018) expected to peak to around 4.0x in 2019
(pre-acquisition transaction) due to loss of Ligado revenues and
high capex; and (6) an adequate liquidity position.

WHAT COULD CHANGE THE RATING UP/DOWN

A near-term downgrade of Inmarsat's ratings is possible on the
successful conclusion of the acquisition transaction, which is
subject shareholder approval and regulatory approval, expected to
complete by year-end 2019. The ratings could be confirmed at the
existing level should the deal fail to conclude at the agreed terms
and/or the leverage of the group post acquisition remains largely
unchanged at current levels.

Prior to the review process, Moody's had indicated that downward
rating pressure would materialize if (1) Inmarsat's debt load
increases, such that its gross leverage (Moody's-adjusted gross
debt/EBITDA) materially and persistently exceeds 4.0x; or (2) its
free cash flow (FCF)/gross debt (Moody's-adjusted) fails to improve
to a level of at least negative 5% over the 2019-2020 period, or
both. There would also be downward rating pressure if the company's
liquidity were to significantly deteriorate.

Prior to the review process, Moody's had indicated that positive
pressure on the rating could develop, should (1) Inmarsat's gross
debt/EBITDA (Moody's-adjusted) decrease sustainably and materially
below 3.5x; or (2) the company reach FCF breakeven (post dividends)
on a normalized basis.

LIST OF AFFECTED RATINGS

Issuer: Inmarsat Finance plc

On Review for Downgrade:

BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review
for Downgrade, currently Ba3

Outlook Actions:

Outlook, Changed To Rating Under Review From Stable

Issuer: Inmarsat plc

On Review for Downgrade:

LT Corporate Family Rating, Placed on Review for Downgrade,
currently Ba2

Probability of Default Rating, Placed on Review for Downgrade,
currently Ba2-PD

Outlook Actions:

Outlook, Changed To Rating Under Review From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.

COMPANY PROFILE

Headquartered in London, U.K., Inmarsat plc (Inmarsat) is a market
leader in global mobile satellite communication services ("MSS").
The company has an in-orbit fleet of 13 owned and operated
satellites in geostationary orbit and provides a comprehensive
portfolio of global mobile satellite communications services for
customers on the move or in remote areas for use on land, at sea
and in the air. In its fiscal year ended December 31, 2018,
Inmarsat plc reported revenue of $1.5 billion and EBITDA of $770
million.

INTERNATIONAL GAME: Egan-Jones Cuts Sr. Unsec. Debt Ratings to B+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on March 22, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by International Game Technology PLC to B+ from BB-.

International Game Technology PLC, formerly Gtech S.p.A. and
Lottomatica S.p.A., is a multinational gaming company that produces
slot machines and other gaming technology. The company is
headquartered in London, with major offices in Rome, Providence,
and Las Vegas.


INTERSERVE PLC: Mitie Not on Verge of Takeover Bid for Biggest Unit
-------------------------------------------------------------------
Noor Zainab Hussain at Reuters reports that Mitie Group Plc is not
on the verge of launching a takeover bid for the biggest division
of rival Interserve, Chief Executive Officer Phil Bentley said on
March 28, while saying the company would be foolish to "not keep in
touch".

According to Reuters, Sky News reported earlier this month, giving
no details of its sources, that Mitie was drawing up plans to offer
Interserve's new owners about GBP100 million (US$131.14 million)
for its support services unit.

As reported by the Troubled Company Reporter-Europe on March 18,
2019, The Telegraph related that Interserve collapsed into
administration, handing its assets over to its lenders as part of a
pre-pack administration process that wipes out its shareholders but
saves the business and 68,000 jobs worldwide.  EY have been
appointed as administrators following a failed vote in which
shareholders rejected a rescue package put together by Interserve's
management team, according to The Telegraph.

Interserve plc is a UK outsourcing group.



JAGUAR LAND: S&P Cuts Long-Term ICR to B+ on Weak Profitability
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.K.-based premium car manufacturer Jaguar Land Rover Automotive
PLC (JLR) to 'B+' from 'BB-'. S&P also lowered its issue ratings on
JLR's senior unsecured notes to 'B+' from 'BB-'. The recovery
rating is '3', reflecting its expectation of meaningful recovery
(50%-70%; rounded estimate: 65%) in the event of default.

The downgrade of Jaguar Land Rover Automotive PLC (JLR) reflects
weaker-than–expected third quarter results and pressure on the
company's profitability and credit metrics. It also reflects S&P's
view that JLR faces increasing competitive pressure and challenges
that have reduced visibility and stability of the company's revenue
and margin prospects. The ongoing CreditWatch reflects that JLR
needs to have a strong finish to fiscal year 2019 in order to
maintain a 'B+' rating, while macroeconomic and geopolitical risks
to JLR's business, such as a potential no-deal Brexit and/or U.S.
tariffs, remain high.

JLR has experienced higher-than-expected volume
declines--specifically in China--and demonstrated
weaker-than-expected performance at the end of the third quarter of
the fiscal year ending March 31, 2019 (Q3 2019). Retail sales in
China contracted by 31.3% year-on-year, which is significantly
weaker than the industry average of 15% contraction. Europe sales
were down 6.1%. On the other hand, JLR posted strong sales volume
increases of 8.5% in North America and 9.6% in the U.K. Despite
this, the group recorded total retail volumes of about 420,000
units for the first nine months of FY2019, which represented a 4.9%
decrease from the same period in FY2018. S&P understands that
management is reacting quickly to reduce JLR's cost base and has
made good progress already during the fourth fiscal quarter with
regard to reductions in capital expenditure (capex), improvements
in working capital, and some profit and loss (P&L) cost-saving
actions. In Q3 FY2019, citing muted demand, JLR wrote down
capitalized investments, resulting in GBP3.1 billion exceptional
impairment charges.

JLR's business risk profile is currently under pressure,
underpinned by low and volatile profitability, and increased
competitive pressure. Furthermore, JLR exports more than 20% of its
production to the EU and 20% to the U.S. This means either a
no-deal Brexit or new U.S. import tariffs would harm JLR more than
they would many of its rated peers. S&P said, "We also see a risk
that quality control challenges in its China business--with a
number of product recalls in calendar years 2017, 2018, and
2019--could lead to a drop in pricing power. The company's adjusted
EBITDA margin (about 2% in FY2019 in our base case) is currently
trending at the bottom end of the group of its peers that we rate,
although we expect this to improve through 2020 off the back of
management's cost reduction measures."

Despite positive demand trends in the larger and more mature
markets of the U.S. and the U.K., in Q1-Q3 FY2019--ahead of the
industry--these two markets pose arguably the largest risk to JLR's
credit quality in the coming months. A potential no-deal Brexit
poses a significant risk to JLR: the company may experience supply
chain shocks and production closures, and it exports a large volume
of vehicles to Europe from the U.K. In the U.S., the government is
currently weighing up whether to impose tariffs on vehicles
imported from Europe--a 25% rate is on the table. S&P said, "At
this stage, we view a potential no-deal Brexit and new U.S. tariffs
as event risks, and we do not include them in our base case. Both
events would have broadly the same impact on the company." Exports
to Europe and the U.S. each account for approximately GBP5 billion
of sales, with an additional GBP1 billion of sales to markets that
have strong trade treaties with the EU--in other words, exposure to
these countries could lead to further collateral fallout from a
no-deal Brexit.

S&P said, "On the other hand, we consider it likely that the pound
sterling could initially depreciate by up to 15% and that World
Trade Organization import tariffs will apply to imports from the EU
and countries covered by EU free trade agreements. Similarly, the
EU could impose tariffs. As a result, we estimate goods exports
from the U.K. could be 1.9% of U.K. GDP less than in our baseline
forecast, although the weaker pound sterling exchange rate would
somewhat offset this because U.K. goods would be cheaper to export
abroad.

"We have kept all the ratings on JLR on CreditWatch with negative
implications, with the aim to resolve the CreditWatch within 90
days. We could lower the rating, most likely by one notch, if JLR
does not complete FY2019 in line with our expectations. We note
that JLR needs to end FY2019 very strongly in order to give the
company a solid platform for FY2020. The U.K. is usually a core
driver of a strong year-end for JLR, but we are concerned that
Brexit-related uncertainty and lower consumer confidence could harm
car registration volumes for March 2019--this is one of the two
peak calendar months for new vehicle registrations in the U.K., the
other being September." The CreditWatch placement also reflects the
heightened event risk currently associated with a potential no-deal
Brexit and new tariffs on vehicles that JLR exports to the U.S.

S&P said, "We would lower the ratings if we thought that the
chances of a turnaround for JLR had diminished. Specifically, we
could downgrade JLR if we saw material underperformance against our
expectations for FY2019, especially in the U.K. or other core
markets; specifically if free operating cash flow (FOCF) or working
capital were weaker than we forecast; if the U.K. government were
to press ahead with a no-deal Brexit or if the U.S. government were
to introduce new vehicle import tariffs.

"We could affirm the ratings if JLR fully met our expectations for
FY2019 and the risks relating to a no-deal Brexit or U.S. tariffs
became less imminent. We could also affirm the ratings if the
company's FOCF prospects were to trend materially toward breakeven
with supportive industry conditions and improvement stemming from
management's implementation of Project Charge."


MALLINCKRODT PLC: Egan-Jones Cuts Sr. Unsec. Debt Ratings to B
--------------------------------------------------------------
Egan-Jones Ratings Company, on March 18, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Mallinckrodt plc to B from B+. EJR also downgraded
the rating on commercial paper issued by the Company to B from A3.

Mallinckrodt plc, together with its subsidiaries, develops,
manufactures, markets, and distributes specialty pharmaceutical
products and therapies in the United States, Europe, the Middle
East, Africa, and internationally. The company was founded in 1867
and is based in Staines-Upon-Thames, the United Kingdom.

TWIN BRIDGES 2017-1: Moody's Ups Class X1 Notes Rating to 'Ba1(sf)'
-------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Class C
Notes, Class D Notes and Class X1 Notes in Twin Bridges 2017-1 Plc
and Class D Notes in Twin Bridges 2018-1 PLC. The rating action
reflects:

  - The correction of an input error in the swap modelling, where
the swap documents were confirmed to be substantially consistent
with Moody's model swap framework in both transactions.

  - For Twin Bridges 2017-1 Plc, the upgrade of Natixis' long term
Counterparty Risk assessment ("CR assessment") to Aa3(cr) in June
2018 acting as swap counterparty.

  - The increased levels of credit enhancement for Class C and
Class D Notes in Twin Bridges 2017-1 Plc.

  - The sufficient excess spread and short remaining
weighted-average life of the Class X1 Notes in Twin Bridges 2017-1
Plc.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain current rating or had sufficient
excess spread to maintain the ratings.

RATINGS RATIONALE

The rating action is prompted by:

  - The input error correction in both transactions in the
modelling of the swap. Initially, the swap documents were modelled
as inconsistent with Moody's model swap framework, whereas our
assessment is that they are substantially consistent. The error
correction reduces the probability of each transaction becoming
unhedged in the model and has a positive impact on Class C and
Class D Notes of Twin Bridges 2017-1 Plc, and Class D Notes of Twin
Bridges 2018-1 PLC, as the ratings of these tranches were
previously swap-constrained. The upgrade of the CR assessment of
the swap counterparty to Aa3(cr) that occurred in June 2018 after
the closing of Twin Bridges 2017-1 Plc, also contributed to the
upgrade of the referenced tranches.

  - Twin Bridges 2017-1 Plc's deal deleveraging resulting in an
increase in credit enhancement for Class C Notes.

Increase in Available Credit Enhancement in Twin Bridges 2017-1
Plc

Sequential amortization and non-amortising Reserve Fund led to the
increase in the credit enhancement available in this transaction.

For instance, the credit enhancement for the most senior tranche,
tranche C, affected by today's rating action increased from 7.0% to
8.1% since closing, and tranche D's credit enhancement increased
from 5.0% to 5.8%.

Counterparty Exposure

The rating action took into consideration the Notes' exposure to
relevant counterparties, such as swap provider.

Moody's assessed the exposure to Natixis acting as swap
counterparty. Moody's analysis considered the risks of additional
losses on the Notes if they were to become unhedged following a
swap counterparty default by using the CR Assessment as reference
point for swap counterparties. Moody's concluded that the ratings
of the Notes are not constrained by the swap agreement entered
between the issuer and Natixis.

Principal Methodology

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

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

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

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

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

LIST OF AFFECTED RATINGS:

Issuer: Twin Bridges 2017-1 Plc

GBP 237.8M Class A Notes, Affirmed Aaa (sf); previously on Jul 21,
2017 Definitive Rating Assigned Aaa (sf)

GBP 20.3M Class B Notes, Affirmed Aa1 (sf); previously on Jul 21,
2017 Definitive Rating Assigned Aa1 (sf)

GBP 17.4M Class C Notes, Upgraded to Aa2 (sf); previously on Jul
21, 2017 Definitive Rating Assigned Aa3 (sf)

GBP 5.8M Class D Notes, Upgraded to Aa3 (sf); previously on Jul 21,
2017 Definitive Rating Assigned A3 (sf)

GBP 8.7M Class X1 Notes, Upgraded to Ba1 (sf); previously on Jul
21, 2017 Definitive Rating Assigned Ba3 (sf)

GBP 5.8M Class X2 Notes, Affirmed B2 (sf); previously on Jul 21,
2017 Definitive Rating Assigned B2 (sf)

Issuer: Twin Bridges 2018-1 PLC

GBP 246.0M Class A Notes, Affirmed Aaa (sf); previously on Jul 13,
2018 Definitive Rating Assigned Aaa (sf)

GBP 15.0M Class B Notes, Affirmed Aa1 (sf); previously on Jul 13,
2018 Definitive Rating Assigned Aa1 (sf)

GBP 16.5M Class C Notes, Affirmed Aa2 (sf); previously on Jul 13,
2018 Definitive Rating Assigned Aa2 (sf)

GBP 13.5M Class D Notes, Upgraded to Aa3 (sf); previously on Jul
13, 2018 Definitive Rating Assigned A1 (sf)

GBP 6M Class X1 Notes, Affirmed B1 (sf); previously on Jul 13, 2018
Definitive Rating Assigned B1 (sf)

GBP 3M Class X2 Notes, Affirmed B2 (sf); previously on Jul 13, 2018
Definitive Rating Assigned B2 (sf)



===============
X X X X X X X X
===============

[*] BOOK REVIEW: Macy's for Sale
--------------------------------
Author: Isadore Barmash
Paperback: 180 pages
List price: $34.95
Review by Henry Berry
Order your personal copy today at
http://www.beardbooks.com/beardbooks/macys_for_sale.html

Isadore Barmash writes in his Prologue, "This book tells the story
of Macy's managers and their leveraged buyout, the newest and most
controversial device in the modern financial armament" when it took
place in the 1980s. At the center of Barmash's story is Edward S.
Finkelstein, Macy's chairman of the board and chief executive
office. Sixty years old at the time, Finkelstein had worked for
Macy's for 35 years. Looking back over his long career dedicated to
the department store as he neared retirement, Finkelstein was
dismayed when he realized that even with his generous stock
options, he owned less than one percent of Macy's stock. In the 185
years leading up to his unexpected, bold takeover, Finkelstein had
made over Macy's from a run-of-the-mill clothing retailer into a
highly profitable business in the lead of the lucrative and growing
fashion and "lifestyle" field.

To aid him in accomplishing the takeover and share the rewards with
him, Finkelstein had brought together more than three hundred of
Macy's top executives. To gain his support for his planned
takeover, Finkelstein told them, "The ones who have done the job at
Macy's are the ones who ought to own Macy's." Opposing Finkelstein
and his group were the Straus family who owned the lion's share of
Macy's and employees and shareholders who had an emotional
attachment to Macy's as it had been for generations, "Mother
Macy's" as it was known. But the opponents were no match for
Finkelstein's carefully laid plans and carefully cultivated
alliances with the executives. At the 1985 meeting, the
shareholders voted in favor of the takeover by roughly eighty
percent, with less than two percent opposing it.

The takeover is dealt with largely in the opening chapter. For the
most part, Barmash follows the decision making by Finkelstein, the
reorganization of the national company with a number of branches,
the activities of key individuals besides Finkelstein, Macy's moves
in the competitive field of clothing retailing, and attempts by the
new Macy's owners led by Finkelstein to build on their successful
takeover by making other acquisitions. Barmash allows at the
beginning that it is an "unauthorized book, written without the
cooperation of the buying group." But as he quickly adds, his
coverage of Macy's as a business journalist and his independent
research for over a year gave him enough knowledge to write a
relevant and substantive book. The reader will have no doubt of
this. Barmash's narrative, profiles of individuals, and analysis of
events, intentions, and consequences ring true, and have not been
contradicted by individuals he writes about, subsequent events, or
exposure of material not public at the time the book was written.

First published in 1989, the author places the Macy's buyout in the
context of the business environment at the time: the aggressive,
largely laissez-faire, Reagan era. Without being judgmental, the
author describes how numerous corporations were awakened from their
longtime inertia, while many individuals were feeling betrayed,
losing jobs, and facing uncertain futures. Isadore Barmash, a
veteran business journalist and author, was associated with the New
York Times for more than a quarter-century as business-financial
writer and editor. He also contributed many articles for national
media, Reuters America, and the Nihon Kenzai Shimbun of Japan. He
has published 13 books, including a novel and is listed in the 57th
edition of Who's Who in America.



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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