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

                          E U R O P E

          Thursday, April 25, 2019, Vol. 20, No. 83

                           Headlines



C R O A T I A

ULJANIK: Croatia Court Postpones Bankruptcy Ruling Until May 13


G E R M A N Y

E-MAC DE 2007-I: Moody's Hikes EUR39.1MM Class B Notes to Ba1


I R E L A N D

CLARINDA PARK: Moody's Gives (P)Ba2 Rating on EUR25MM Class D Notes
EIRCOM HOLDINGS: Fitch Rates EUR850MM Senior Secured Debt 'BB(EXP)'
EIRCOM HOLDINGS: Moody's Rates Unit's New EUR400MM Sec. Notes  'B1'
EIRCOM HOLDINGS: S&P Affirms B+ ICR on Dividend Recapitalization


L U X E M B O U R G

LOGWIN AG: S&P Raises LT ICR to 'BB+' on Prudent Financial Policy
ORION ENGINEERED: S&P Affirms 'BB' ICR on Improved Credit Metrics


N E T H E R L A N D S

ROTO SMEETS: Parent Company Files for Administration


R U S S I A

STAVROPOL REGION: Fitch Hikes LT IDR to 'BB+', Outlook Stable
SVERDLOVSK REGION: Fitch Alters Outlook on 'BB+' IDR to Positive


S E R B I A

MLINOSTEP: Bankruptcy Agency to Auction Assets on May 24


S P A I N

ADVEO GROUP: Italian Unit Sale Negotiations with GDN Fail
TELEPIZZA: Moody's Assigns First-Time B2 CFR to Tasty Bondco 1
TELEPIZZA: S&P Assigns Prelim. 'B' ICR to Spanish Bondco 2


U K R A I N E

[*] UKRAINE: Fund Sold UAH80.26MM in Insolvent Banks' Assets


U N I T E D   K I N G D O M

ASPRAY TRANSPORT: Creditors Back Company Voluntary Arrangement
DEBENHAMS PLC: Set to Outline Plans for Closure of 20 Stores
MARKETPLACE ORIGINATED 2017-1: Moody's Hikes Class E Notes to B1
THOMAS COOK: Faces More Trouble, Whitebox Advisors Predicts
WILLIAM HILL: Moody's Rates GBP350MM Unsec. Notes Ba1, Outlook Neg


                           - - - - -


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C R O A T I A
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ULJANIK: Croatia Court Postpones Bankruptcy Ruling Until May 13
---------------------------------------------------------------
Daria Sito-Sucic at Reuters reports that a court in Croatia on
April 24 postponed a bankruptcy ruling for the country's biggest
shipbuilding group Uljanik until May 13, as the government tried to
delay activation of state guarantees to a customer for late
delivery of a vessel.

The commercial court in the northwestern town of Pazin had already
delayed its ruling from March and the decision in May should be
final, Reuters notes.  Bankruptcy would threaten the jobs of around
3,000 workers, Reuters states.

Uljanik, which owns two shipyards in the northern Adriatic cities
of Pula and Rijeka and is 25% owned by the state, has been working
to stave off bankruptcy due to liquidity problems that began in
2017, Reuters relates.

According to Reuters, the government has said it will not back a
restructuring plan due to the financial burden on the state and
doubts the proposal could turn the company's fortunes around.





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G E R M A N Y
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E-MAC DE 2007-I: Moody's Hikes EUR39.1MM Class B Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Class B Notes
in E-MAC DE 2006-II B.V. and E-MAC DE 2007-I B.V.. The rating
action reflects the increased levels of credit enhancement for the
affected Notes as well as better than expected collateral
performance for E-MAC DE 2007-I B.V.

Issuer: E-MAC DE 2006-II B.V.

  EUR465.7 million Class A2 Notes, Affirmed A2 (sf); previously
  on Jun 18, 2018 Affirmed A2 (sf)

  EUR35.0 million Class B Notes, Upgraded to A3 (sf); previously
  on Jun 18, 2018 Upgraded to Baa2 (sf)

Issuer: E-MAC DE 2007-I B.V.

  EUR19.5 million Class A1 Notes, Affirmed A2 (sf); previously
  on Jun 18, 2018 Affirmed A2 (sf)

  EUR443.3 million Class A2 Notes, Affirmed A2 (sf); previously
  on Jun 18, 2018 Affirmed A2 (sf)

  EUR39.1 million Class B Notes, Upgraded to Ba1 (sf);
  previously on Jun 18, 2018 Upgraded to Ba3 (sf)

RATINGS RATIONALE

The rating action is prompted by deal deleveraging resulting in an
increase in credit enhancement for the affected tranches as well as
better than expected collateral performance for E-MAC DE 2007-I
B.V.. Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain their current ratings.

Increase in Available Credit Enhancement

Sequential amortization and trapping of excess spread used to
reduce the unpaid PDL in these transactions led to the increase in
the credit enhancement supporting the Notes affected by the rating
action.

For instance, the credit enhancement for Class B in E-MAC DE
2006-II B.V. increased to 32.6% from 28.0% since the last rating
action in June 2018 and the credit enhancement for Class B in E-MAC
DE 2007-I B.V. increased to 18.4% from 15.5% over the same time
period.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectations for the portfolios reflecting the collateral
performance to date.

The performance of both transactions has been stable since the last
rating action in June 2018. In E-MAC DE 2006-II B.V. the 90 days
plus arrears are at approximately the same level as at the time of
the latest rating action in June 2018, currently standing at around
17%. In E-MAC 2007-I B.V. the 90 days plus arrears have declined
over the same time period from 12.4% to 9.5%. Cumulative losses in
E-MAC DE 2006-II B.V. currently stand at 9.13% of original pool
balance, with pool factor of 12.1% and cumulative losses in E-MAC
2007-I B.V. are currently at 9.78% of the original pool balance,
while the pool factor is 17.6%.

Moody's decreased the expected loss assumption in E-MAC 2007-I B.V.
to 12.5% of the original pool balance from 12.9% previously, while
keeping the expected loss assumption for E-MAC DE 2006-II B.V.
unchanged at 11.6% of the original pool balance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, and in consideration of the Minimum Expected
Loss Multiple, a floor defined in Moody's updated methodology for
rating EMEA RMBS transactions, Moody's has maintained the portfolio
credit MILAN assumption at 35.0% for E-MAC DE 2006-II B.V. and
33.0% for E-MAC DE 2007-I B.V..

Counterparty Exposure

The rating actions also took into consideration the Notes' exposure
to relevant counterparties, such as servicers, account banks or
swap providers.

Moody's assessed how the liquidity available in the transactions
and other mitigants support continuity of Note payments in case of
servicer default. Moody's considers that the factors mitigating the
operational risk in these transactions are insufficient to fully
support the continuity of payments in the event of servicer
disruption. As a result, the ratings of the Class A2 Notes in E-MAC
DE 2006-II B.V. and Class A1 and A2 Notes in E-MAC DE 2007-I B.V.
continue to be constrained by operational risk.

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
these ratings for RMBS securities may focus on aspects that become
less relevant or typically remain unchanged during the surveillance
stage. Please see "Moody's Approach to Rating RMBS Using the MILAN
Framework" for further information on Moody's analysis at the
initial rating assignment and the on-going surveillance in RMBS.

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.




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I R E L A N D
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CLARINDA PARK: Moody's Gives (P)Ba2 Rating on EUR25MM Class D Notes
-------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Clarinda Park CLO Designated Activity Company:

  EUR239,000,000 Class A-1 Senior Secured Floating Rate
  Notes due, 2029, Assigned (P)Aaa (sf)

  EUR52,000,000 Class A-2 Senior Secured Floating Rate Notes
  due, 2029, Assigned (P)Aa2 (sf)

  EUR21,000,000 Class B Senior Secured Deferrable Floating Rate
  Notes due, 2029, Assigned (P)A2 (sf)

  EUR22,000,000 Class C Senior Secured Deferrable Floating Rate
  Notes due, 2029, Assigned (P)Baa2 (sf)

  EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
  Notes due, 2029, Assigned (P)Ba2 (sf)

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavour to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

RATINGS RATIONALE

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

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A Notes, Class
B Notes, Class C Notes and Class D Notes due 2029, previously
issued on November 15, 2016. On the refinancing date, the Issuer
will use the proceeds from the issuance of the refinancing notes to
redeem in full the Original Notes. The Class E Notes are not being
refinanced and will remain outstanding following the Refinancing
Date.

On the Original Closing Date, the Issuer also issued EUR 45.1
million of subordinated notes, which will remain outstanding. The
terms and conditions of the subordinated notes will be amended in
accordance with the refinancing notes' conditions.

As part of this refinancing, the Issuer will decrease the spreads
paid on the affected classes of notes and will extend the weighted
average life covenant by one year. In addition, the Issuer has will
amend the base matrix and modifiers that Moody' will take into
account for the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is already fully ramped as of the
refinancing date.

Blackstone / GSO Debt Funds Management Europe Limited will manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining one and a half year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR 400,000,000

Diversity Score: 49

Weighted Average Rating Factor (WARF): 2853

Weighted Average Spread (WAS): 3.50%%

Weighted Average Coupon (WAC): 3.40%

Weighted Average Recovery Rate (WARR): 45.53%

Weighted Average Life (WAL): 6.5 years

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


EIRCOM HOLDINGS: Fitch Rates EUR850MM Senior Secured Debt 'BB(EXP)'
-------------------------------------------------------------------
Fitch Ratings has affirmed Irish telecoms incumbent eircom Holdings
Limited's Long-Term Issuer Default Rating at 'B+' with a Stable
Outlook, as well as their existing senior secured rating at 'BB'.
At the same time, Fitch has assigned eir's upcoming EUR850 million
debt issue, comprising both loans and notes, due in 2026, an
expected senior secured rating of 'BB(EXP)'. The expected rating is
aligned with the current senior secured rating, reflecting the pari
passu ranking of the new loans and notes with all present and
future senior secured obligations, as well as the proposed terms
being materially in line with existing secured debt.

The company will use the proceeds to refinance its existing EUR700
million bond due in May 2022 as well as finance a special dividend
of EUR300 million. The assignment of a final rating is contingent
upon the receipt of final documents conforming to the information
already received.

KEY RATING DRIVERS

Temporary Headroom Pressure Post Refinancing: Fitch expects eir's
proposed refinancing of the EUR700 million bond due 2022 and
subsequent payment of a EUR300 million special dividend to erode
headroom in funds from operation adjusted net leverage. Management
plan to fund the transactions through the combination of senior
secured loans and senior secured notes, equal to EUR850 million,
temporarily drawing the EUR100 million RCF with an additional EUR60
million of cash from the balance sheet.

As a result, Fitch expects no FFO adjusted net leverage headroom
against its downgrade sensitivity of 5.0x for the financial year
ending June 2019 . However, it recognises the operational
improvements achieved during 1H FY19, with successful cost-cutting
supporting profitability and cash flow generation so that leverage
pressures will likely be temporary. Growing EBITDA and materially
reduced restructuring costs will support FFO improvements beyond
FY19, allowing eir to swiftly reduce FFO adjusted net leverage to
below 5.0x. A building cash balance, however, increases the
potential for equity outflows, which may see leverage being managed
within its sensitivity guidelines.

Ownership Change Broadly Positive: In April 2018, Xavier
Niel-controlled NJJ and Iliad together acquired a 64.5% stake in
eir. The emphasis on operational efficiency, in line with Mr.
Niel's record in other countries, is broadly positive for eir's
credit profile. The new management have completed its staff
reduction programme while also implementing significant process
simplification and IT improvements, together with customer service
and network investment. These changes over the next two to three
years should further improve eir's financial performance, although
some execution risks in achieving these ambitious plan remain.

Competitive Irish Market: eir continues to defend its market
position against intense competition. In 1H FY19, underlying
revenue fell 0.8%, while EBITDA increased 13%. The company's
convergence strategy has underpinned the introduction of
higher-value customer bundles, with 31% of eir's customers on a
triple/quad play bundle. Its mobile subscriber base is altering
with 53% of eir's mobile customers now on a post-paid contract.
Fitch expects average revenue per user (ARPU) to gradually improve
in the next two years given the emphasis on higher-value products,
continued fibre take-up, against the backdrop of a stronger economy
in Ireland.

FCF Generation to Improve: Fitch expects a reduction in personnel
costs, among other things, to support margin expansion into FY19.
Funds from operations adjusted net leverage has historically been
constrained by limited EBITDA growth and weak free cash flow
generation. Over the next three years, growing EBITDA from
stabilising revenue and a lower cost base with falling
restructuring costs and a stable capex profile should increase FCF
and therefore eir's deleveraging capacity.

Ongoing Capex: Fitch expects capex excluding spectrum at around 23%
of FY19 revenue, before easing to 21% until FY22. eir initiated a
EUR150 million mobile network investment programme, which includes
site upgrades across 2,000 towers, coupled with the build of 500
new towers, expected to be completed over two years. At the same
time, eir announced a five-year, EUR500 million plan to expand
their FTTH footprint across urban and suburban Ireland.
Historically, eir has invested heavily in its network to become
Ireland's leading fibre and fixed-mobile convergence network. LTE
mobile deployment covered 96% of the population as at December 2018
and the company's fibre network (mainly fibre to the cabinet)
passed 1.86 million premises (79% of Irish premises), connecting
670,000 customers, with a customer penetration rate of 36%.

FTTH Roll-Out Plans: eir intends to roll out FTTH technology more
extensively into urban and suburban areas, challenging Virgin
Media's cable service. Starting in July 2019, this EUR500 million
project targets the rollout of FTTH to an additional 1.4 million
premises across the country. Fitch believes that this will help to
cement eir's position as Ireland's leading fixed-network provider,
improve its broadband market share and ultimately grow revenue. In
its view, eir's withdrawal from the National Broadband Plan is
neutral for the company's credit profile given that expected
winners, such as enet, are likely to rely on eir's infrastructure
to meet its NBP obligations.

DERIVATION SUMMARY

Relative to its European telecoms incumbent peers, Royal KPN N.V
(BBB/Stable) and Telenet Group Holding N.V (BB-/Stable) eir has
higher leverage, smaller size, a largely domestic focus, and a lack
of leadership in the mobile segment. Its EBITDA margin is similar
to peers, but pre-dividend FCF margin has historically been lower
due to higher capex as a percentage of revenue and cash
restructuring costs. Leveraged peers include Wind Tre SpA
(B+/Stable, standalone) and DKT Holdings ApS (BB-/Stable), with eir
maintaining higher margins than Wind but in line with DKT and
displaying materially better deleveraging capacity compared with
both.

The ratings also reflect eir's position as the leading telecoms
operator in a competitive Irish market. Fitch believes the recent
change in ownership is broadly credit-positive given the strategic
focus on customer service, network investment and cash flow
generation, albeit with execution risks. Growing EBITDA from
stabilising revenue and a lower cost base with declining
restructuring costs should increase eir's deleveraging capacity in
the medium term.

KEY ASSUMPTIONS

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

  - Revenue declines of 1.5-2% in each of the next two years,
    followed by gradual stabilisation

  - EBITDA margin expansion to 45.6% in FY19 due to cost-saving
    initiatives

  - Capex excluding spectrum as a percentage of revenue of around
    23% in FY19 and 21% beyond, with an additional spectrum
    payment anticipated in FY21

  - Dividends maintained at FY18 levels

  - No M&A

Key Recovery Rating Assumptions

  - The recovery analysis assumes that eir would be considered
    a going concern in bankruptcy and that the company would be
    reorganised rather than liquidated. Fitch has assumed a 10%
    administrative claim in the recovery analysis.

  - eir's recovery analysis assumes a post-reorganisation EBITDA
    of EUR413 million, 25% below the company's reported December
    2018 LTM EBITDA.

  - For its recovery analysis, Fitch applies a distress enterprise
    value (EV) multiple of 5.0x, which is comparable with peers'
    and reflects a conservative assumption based on the 6.5x
    multiple paid for eir in 2017.

  - Fitch has included in this analysis total senior secured debt
    of EUR2,550 million, comprising eir's EUR1,600 million facility

    B, proposed EUR850 million senior secured loans and notes and
    a fully drawn EUR100 million revolving credit facility, all
    ranked pari passu with one another. This results in a recovery

    percentage of 73%, and a Recovery Rating of 'RR2' . Senior
    secured debt is therefore rated two notches higher than the
    IDR.

RATING SENSITIVITIES

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

  - Expectations that FFO adjusted net leverage will remain at
    or below 4.5x on a sustained basis, and FCF margin will be
    consistently in the mid-single-digit range, with ongoing
    revenue stability and EBITDA improvement

  - Strengthened operating profile and competitive capability
    demonstrated by stable fixed broadband market share with
    increasing fibre penetration and mobile market share

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

  - FFO adjusted net leverage above 5.0x on a sustained basis

  - Weaker cash flow generation with FCF margin expected to
    remain in the low single-digit percentages, driven by
    lower EBITDA or higher capex

  - Deterioration in the regulatory or competitive environment
   leading to a material reversal in positive operating trends

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Liquidity at end-December 2018 was supported by
EUR219 million of cash, an undrawn EUR150 million RCF maturing in
2022 (revised down to EUR100 million from March 2019) and
forecasted positive pre-dividend FCF of EUR50 million-EUR150
million over the next four years. Given the proposed refinancing of
eir's EUR700 million loans due in 2022, the next significant debt
maturity has been pushed back to 2024. Additionally, as part of the
transaction, eir will temporarily draw its RCF. However, Fitch
expects this will be cleared following completion of the
refinancing.


EIRCOM HOLDINGS: Moody's Rates Unit's New EUR400MM Sec. Notes  'B1'
-------------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
EUR400-500 million senior secured notes due 2026 to be issued by
eircom Finance Designated Activity Company, an indirectly
wholly-owned subsidiary of eircom Holdings (Ireland) Limited.
Concurrently, Moody's assigned a B1 rating to the proposed
EUR350-450 million senior secured Term Loan B2 due 2026 to be
issued by eircom Finco S.a.r.l. The senior secured notes, along
with the senior bank facilities issued by eircom Finco S.a.r.l. are
guaranteed by eir and certain subsidiaries.

The rating agency has also affirmed eir's B1 corporate family
rating and B1-PD probability of default rating as well as the
existing B1 ratings on the TLB issued by eircom Finco. The outlook
remains stable.

Proceeds from this debt issuance will be used to redeem the EUR700
million guaranteed senior secured notes due 2022 issued by eircom
Finance DAC and the remainder will be used for operational
purposes, following the dividend payment just prior to the
refinancing. eir will make a EUR300 million dividend payment,
partly funded with EUR60 million of existing cash and a temporary
EUR100 million drawing on its Revolving Credit Facility.

"The rating affirmation balances eir's increased leverage following
the dividend recapitalisation and indications of a more aggressive
financial policy by its shareholders with its expectations of
improving underlying operating performance and cash flow generation
resulting from the company's stronger network quality," says Laura
Perez, a Moody's VP-Senior Credit Officer and lead analyst for
eir.

RATINGS RATIONALE

Following the proposed dividend recapitalisation, Moody's expects
eir's leverage (as adjusted by Moody's) will increase from 4.4x in
the last 12 months to December 2018 to 4.7x in June 2019. The
rating agency also expects eir's adjusted debt/EBITDA to improve to
4.4x in fiscal 2021, supported by good free cash flow generation.

Moody's believes eir's operating performance will continue to
improve supported by the company's investment plan, good
operational momentum and cost savings. The rating agency expects
EBITDA to grow by around 6% in fiscal 2019 driven by cost
reductions and fading revenue declines. These cost reductions
mainly stem from a voluntary redundancy scheme announced in April
2018, whereby the company planned to reduce its headcount by 25%
incurring a cash outflow of EUR73 million.

Moody's believes the company's significant network investment would
lead to a more sustainable cash flow generation with more
visibility on required capital spending and improving revenue
trends. Nevertheless, the rating agency believes that the reduction
in wholesale prices together with the expected slowdown in
Ireland's economy could lead to revenues declines over the next 18
months, offsetting the expected good operational momentum on the
back of a significant network upgrade and eir's convergent
strategy.

eir announced a plan to improve its fixed and mobile network
quality over the next five years through a EUR1 billion capital
spending programme. The company plans to reach 1.7 million premises
with fibre to the home, which represents an estimated 73% coverage,
while upgrading its mobile network, including 5G roll-out from 2019
and expanding its 4G coverage.

While Moody's believes eir's underlying cash flow generation is
good supported by high margins at around 45% (before restructuring
costs and as defined by Moody's), the company's free cash flow
(FCF)/net debt ratio (excluding dividend re-capitalisations)
remains moderate, yet improving at an expected 2%-4% over the next
two years. The rating agency expects the improvement in FCF/net
debt will be driven by lower restructuring costs and stronger
operating performance. Moody's projects the company's capex to
remain high at around 22% of revenues for the next two years.

eir has publicly announced a target net leverage ratio of 3.5x-4x,
which is equivalent to Moody's adjusted leverage of around
4.2x-4.7x and positions the company well within the B1 rating
category. Nevertheless, Moody's believes that there could be some
potential deviations from its target stemming from potential
dividend recapitalisation exercises. The senior secured notes have
meaningful flexibility to make dividend payments, including EUR50
million upfront and 50% of consolidated net income for the period
from April 1, 2013 to the end of the most recent fiscal quarter.

eir's liquidity benefits from improving cash flow generation and an
extended debt maturity profile following its proposed debt
issuance. The rating agency expects eir to repay RCF drawings
shortly after dividend payment given its large cash balance of
EUR219 million at December 2018. However, the rating agency
believes that these improvements are partially offset by a recent
reduction on the size of the revolving credit facility, a lower
cash balance after repaying RCF going forward and a moderate
headroom to incur debt after the dividend recapitalisation, with a
5.0x consolidated net leverage incurrence covenant. eir will also
face spectrum payments related to the 700MHz frequency auction
which is expected to take place in 2020, but this investment may be
moderate given Ireland´s three-player mobile market structure.

eir's B1 CFR reflects (1) the company's integrated business model
and improving network quality; (2) its leading position in the
fixed-line market as Ireland's incumbent operator, its position as
the third-largest operator in the mobile segment and the
acquisition of key content that enables it to provide quad-play
offerings; (3) significant improvement in leverage and financial
flexibility over recent years driven by stronger cash flow
generation, lower interest expenses and, more recently, by a lower
IAS pension deficit.

However, the rating also reflects (1) eir's still moderate, yet
improving, FCF/ Net Debt ratio and the company's relatively high
leverage, compared with European incumbents; (2) the more
aggressive financial policy signaled by the proposed dividend
recapitalisation and some weakening in its liquidity profile; and
(3) the highly competitive environment in the Irish market and
Ireland's economic susceptibility to adverse effects from Brexit
uncertainty.

RATIONALE FOR B1 RATINGS ON NEW SENIOR SECURED DEBT

The B1 rating on the proposed senior secured notes and Term Loan B2
is in line with eir's CFR and with the rating on the EUR1.6 billion
existing senior secured credit facility. The new notes are
guaranteed by the same entities that guarantee the senior credit
facility, and are secured by the same collateral on a pari passu
basis with the senior credit facility.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects its expectation that eir will continue
to make progress on its main key performance indicators by
investing in its fibre networks and executing its convergent
strategy. Moody's expects that this strategy, together with cost
savings, will lead to medium term EBITDA growth in the low-single
digits. The stable outlook assumes that eir will continue to
operate within its stated financial policy.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating would be supported by continued
improvement in operating performance, and revenue and EBITDA
growth, such that the company's adjusted debt/EBITDA declines below
4.25x and its retained cash flow/debt remains above 15%, both on a
sustained basis. Upward rating pressure would also stem from a
significant improvement in FCF/net debt ratios and the development
of a track record of a more conservative financial strategy
implemented by shareholders.

Downward pressure on the rating could materialise if the company's
operating performance weakens, with substantial pressure on revenue
or a significant deterioration in either margins or main KPIs
(subscriber growth, ARPUs, market share), leading to
weaker-than-expected credit metrics, including adjusted debt/EBITDA
trending sustainably above 5.0x, retained cash flow/debt remaining
consistently below 10% and negative FCF generation. In addition,
the rating could come under pressure if there were evidence of more
aggressive financial policies or a significant deterioration in the
company's liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

COMPANY PROFILE

eircom Holdings (Ireland) Limited is the parent company of eircom
limited, an integrated telecommunications provider that offers quad
play bundles, including high-speed broadband, mobile, TV and sports
content, over its convergent fixed and mobile network. It is the
principal provider of fixed-line telecommunications services in
Ireland (A2 stable). eir reported revenue of EUR1.3 billion and
EBITDA of EUR560 million for the last 12 months ended December
2018.


EIRCOM HOLDINGS: S&P Affirms B+ ICR on Dividend Recapitalization
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' ratings on eircom Holdings
(Ireland) Ltd. and its existing senior secured debt, and assigned
its 'B+' rating to the proposed senior secured instruments.  

S&P said, "We affirmed the ratings because we expect that the
higher adjusted leverage resulting from the dividend
recapitalization will be offset by: Better operating performance
than we initially expected, on an improving subscriber mix in the
fixed and mobile operations; and  A further improvement of
profitability, since we anticipate ongoing optimization of the cost
base and a gradual decline of restructuring costs. In our revised
base-case scenario, we now anticipate that eircom's adjusted debt
to EBITDA will be between 4.5x and 5.0x in fiscal year ending June
30, 2019, slightly improved from 5.0x as of fiscal year 2018. This
is due to expected adjusted EBITDA growth on the planned decline of
restructuring costs, as well as hefty cost savings, but partly
offset by the proposed EUR300 million dividend recapitalization. At
the same time, we anticipate free operating cash flow (FOCF) to
debt will remain below 5% in 2019, hampered by a cash outflow of
about EUR75 million from the voluntary redundancy plan.

"We also consider that recapitalizations and cash dividend payments
may occur again in the future, although we acknowledge the group's
net leverage target of 3.5x-4.0x. We believe this might balance the
potential for organic deleveraging through increasing profitability
and cash flows.

"In our rating analysis, we consider eircom's leading positions in
the Irish fixed-line telephony and broadband markets, which lead to
solid fixed-line margins, and its strong presence in converged
services, supported by its national mobile network. We also factor
in eircom's ongoing investments to roll out its fiber network--
passing and connecting respectively 79% and 36% of Irish premises
as of Dec. 31, 2018--and improving its 4G nationwide coverage.

"Furthermore, network upgrades and eircom's subsequent focus on the
customer proposition, will support an improvement in the subscriber
mix. This includes an increasing number of fiber-based broadband
subscribers and the ongoing migration from pre-pay to post-pay
mobile offers. We expect it will continue to drive convergence,
improve the customer churn rate and average revenues per user, and
likely regain retail broadband market shares. In addition, eircom
has demonstrated its ability to trim its cost base, allowing
continued strengthening of EBITDA margins. We thus believe eircom's
insourcing and streamlining plans will result in further
profitability improvements through headcount cost reduction, as
well as process and offer simplification.  

"These strengths are partly offset by the fierce competition
inherent to Ireland's fragmented telecom market, with four
fixed-line and three mobile players in a relatively small market of
1.8 million households. We believe this environment puts constant
pressure on pricing and exacerbates customer churn, which could
limit the commercial benefits of eircom's ongoing network
investments. The lower profitability of eircom's mobile division,
owing to this division's smaller scale than that of competitors,
further constrains the business risk profile. eircom has a mobile
market share of about 20%, behind Vodafone (around 36%) and 3 Group
(around 32%).

"Our outlook on eircom is stable because we expect the group's S&P
Global Ratings-adjusted EBITDA margins will increase to more than
40% in 2019, on a more efficient cost structure and gradual phasing
out of restructuring costs. We also anticipate adjusted debt to
EBITDA will drop to 4.5x-5.0x from about 5.0x in fiscal year 2018,
with slightly positive FOCF. We also believe eircom's management
and shareholders will focus on streamlining the group's commercial
and cost structure, while investing in its networks to gain
subscribers and market shares. However, we cannot exclude further
dividend recapitalizations or cash upstreaming at this stage.

"Ratings upside is currently restricted by limited deleveraging
prospects following the proposed dividend recapitalization, and
because of the fragmented Irish market. Moreover, we believe that
further cash remuneration to shareholders may occur again in the
future. However, we could raise the rating if eircom's financial
profile were to strengthen substantially beyond our base-case
scenario, and it sustained adjusted leverage below 4.5x and FOCF to
debt above 5%.

"A downgrade is unlikely. However, we could lower the rating if
margins declined and FOCF weakened, for example, as a result of
intensifying competition, higher restructuring costs as part of the
group's re-insourcing and simplification plan, or more generous
returns to shareholders, which would constrain medium-term
deleveraging."




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

LOGWIN AG: S&P Raises LT ICR to 'BB+' on Prudent Financial Policy
-----------------------------------------------------------------
S&P Global Ratings noted that logistics service provider Logwin AG
continues to demonstrate a positive EBITDA trajectory and cash
accumulation, while keeping its credit measures consistent with a
'BB+' rating. S&P believes Logwin will maintain its prudent
financial policy and generate excess cash flows, enhancing the
company's resilience against potential adverse trading conditions.

S&P is therefore raising its long-term issuer credit rating on
Logwin to 'BB+' from 'BB'.

The upgrade reflects Logwin's resilient operating performance
translating into sustainable free cash flows, as well as its
established and consistent track record of conservative
balance-sheet management. S&P believes that Logwin will continue
retaining a large part of excess cash flows on the balance sheet,
further enhancing its financial flexibility to tackle any possible
operational setbacks or potential future growth. As of Dec. 31,
2018, the company reported a cash position of about EUR156 million,
which exceeded its adjusted debt -- predominantly comprised of
pension obligations and operating lease commitments -- of about
EUR115 million as of the same date.

Logwin achieved solid results in 2018, with reported EBITDA
increasing to EUR58 million from EUR46 million in 2017 -- despite a
difficult and competitive environment -- and generation of free
operating cash flow increasing to EUR37 million from EUR21 million.
This was thanks to decent trade volumes in the Air and Ocean
business segment, complemented by the stabilization of key sites
and new business with existing customers in the Solutions business
segment, further underpinned by continuous strict cost control and
some positive non-recurring items. At the same time, Logwin's
adjusted debt increased to EUR115 million at year-end 2018 from
EUR105 million a year earlier, mainly on the back of higher
operating lease commitments. Given that expanded EBITDA more than
offset the higher adjusted debt, Logwin's adjusted FFO to debt
improved to 67% in 2018 from 65% in 2017 -- a level commensurate
with our minimal financial risk profile.

S&P said, "We expect Logwin to turn its improved EBITDA margins
over the past few years into a lasting value of 4%-5% supported by
the optimized and streamlined cost base. Accordingly, we think
that, over the next two years, Logwin will maintain a weighted
average adjusted FFO to debt above 50%, which is consistent with
our threshold for the 'BB+' rating. We acknowledge the significant
sensitivity of Logwin's credit measures to changes in pension
obligations (tied to the benchmark interest rates and other
actuarial assumptions) and operating lease commitments (linked to
the contract portfolio and lease contract durations), which make up
a material share of the company's total adjusted debt (close to 90%
at year-end 2018). We believe that our approach to considering
credit ratios on a five-year weighted average basis smooths out the
impact of such potential fluctuations."

"Logwin is a small-to-midsize logistics services provider operating
in the highly fragmented and competitive underlying logistics
industry, which in our view limits the company's bargaining power
and constrains the business risk profile. Logwin is also exposed to
cyclical end markets such as retail, automotive, and chemicals,
which can undermine the company's earnings stability, in particular
in the Solutions segment. We also see the scale of the company's
operations as narrower than those of market leaders with a global
reach. Logwin's profitability is constrained by its track record of
relatively low (about 4%) and volatile EBIT margins, although
partially offset by its asset-light business model, somewhat
flexible cost base, and minimal capital expenditure needs.

"We expect Logwin to maintain its strong commitment to high service
quality and customer retention with customized service to key
clients, as it has done in the past. In our view, cost optimization
measures in the Solutions segment have strengthened its resiliency
to volume decline to some extent. While we factor in the business
improvement and the company's ability to maintain a similar
customer base over the years, our overall business assessment
remains constrained by Logwin's relatively small scale."

At 4.3%, Logwin's 2018 EBITA margin was lower than that of peers
from a broader range of railroad, package express, and logistics
industries. While the EBITA margin in the Air and Ocean division
continues to be relatively resilient at 4%-6%, we expect that the
EBITA margin in the Solutions division will remain thin at 1%-2%
because of the high degree of service customization and large
exposure to seasonality, which lead to network underutilization in
some months.

S&P said, "The stable outlook reflects our view that Logwin will
post low-single-digit revenue growth, stabilize its EBITDA margin
at 4%-5%, and achieve weighted average adjusted FFO to debt above
50%, while pursuing a disciplined dividend and investment policy
and maintaining an ample cash balance of at least EUR60
million-EUR70 million.

"We would lower the rating if Logwin's earnings weakened, due to,
for example, unexpected deterioration in operating conditions
linked to the loss of one or more key customers or escalation of
current trade disputes affecting global trade volumes, such that
its competitive position and profitability notably eroded and the
ratio of adjusted FFO to debt deteriorated to less than 50%, with
limited prospects of improvement. We could also lower the rating if
we noted any unexpected deviations from the company's current
conservative financial policy that prevented credit measures
remaining consistent with a rating or if Logwin's cash balances
materially diminished.

"We view an upgrade as unlikely in the next 12-24 months because of
Logwin's limited scale, relatively low level of absolute EBITDA,
and thin profit margins compared with the broader range of global
peers in the railroad and package express industry. However, we
could consider raising the rating if the company strengthened its
business profile by significantly increasing its scale and scope of
operations (organically and via profitability-enhancing
complementary acquisitions) and improving profit margins while
maintaining its adjusted FFO to debt above 50%."


ORION ENGINEERED: S&P Affirms 'BB' ICR on Improved Credit Metrics
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on Orion
Engineered Carbons S.A.

Orion announced that it will need to invest about $190 million in
the U.S. to settle a claim of noncompliance by U.S. Environmental
Protection Agency. S&P said, "We think that higher capex, which we
project will be about $140 million-$150 million per year in
2019-2020 (compared with about $90 million in our previous
assumptions), will delay improvement in the company's credit
metrics. We still forecast that FFO to debt will remain close to
30% over that period. Despite higher capex, we still anticipate
that the company will continue to generate positive FOCF in the $30
million-$50 million range in 2019-2020."

S&P said, "Furthermore, we anticipate that Orion's S&P Global
Ratings-adjusted EBITDA will continue to grow to about $290 million
in 2019, despite more challenging market conditions characterized
by overall slowing economic growth, including in China, and
sluggish auto sales, both in Europe and China. This compares with
the $283 million EBITDA achieved in 2018, with an 18% margin
(versus 18.9% a year ago). We also forecast that Orion will sustain
stable margins in the 18%-19% range in 2019-2020, supported by
efficient pass-through mechanisms that enable the group to limit
the impact from raw material price fluctuations. Although the
company is heavily exposed to the cyclical auto sector, it derives
the majority of its rubber sales from tire replacements, the market
for which is much less cyclical. We also think that the company
will continue to capitalize on its leading market positions and
balanced geographic exposure, which will sustain growth. Our
assessment of its business risk profile therefore remains
unchanged."

While earnings grew strongly in 2018, adjusted FFO to debt did not
progress as we previously expected; at 26%, it was roughly
unchanged from last year. The expansion of credit metrics has been
limited by higher adjusted debt of $756 million. This includes $685
million of gross debt and some adjustments, such as $66 million for
various leases, $52 million for pension obligations, and $1.6
million for asset retirement obligations. We also deduct $48
million of accessible cash. Due to higher capex, working capital
outflow, and cash taxes, the company reported a low $6 million FOCF
(unadjusted).

S&P said, "We still think that Orion has solid FOCF generation
potential, which together with our anticipation of continued
earnings growth should help drive deleveraging. However, increased
investments due to sizable capex in the U.S. to install pollution
control technology in its four U.S. plants will moderate the extent
of improvement in credit metrics in 2019-2020. The exact amount and
phasing of the investments may deviate from our current
assumptions, and may therefore result in credit metrics deviating
from our base case. In addition, Orion may receive a partial
reimbursement from its former parent company Evonik. Given the
uncertainty of its timing and the amount, we don't include it in
our current forecast, but a sizable reimbursement could positively
affect our financial risk profile assessment.

"The positive outlook reflects our expectation that Orion's
FFO-to-debt ratio will remain close to 30% in 2019, which we
believe is commensurate with a higher rating. This also reflects
our view that the company will generate positive FOCF despite
significantly higher capex, underpinned by EBITDA growth and lower
working capital requirements. A material reimbursement from Evonik
could also lead us to reassess Orion's financial risk profile if it
led to further deleveraging.

"We could revise the outlook back to stable if market conditions
deteriorated beyond our current assumptions and higher oil price
volatility would not be offset or weighed on working capital.
Adjusted debt to EBITDA exceeding 3.5x for a protracted period
could also lead to a lower rating."




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

ROTO SMEETS: Parent Company Files for Administration
----------------------------------------------------
PrintWeek reports that struggling European print group Circle Media
Group has filed for administration for Roto Smeets, the Dutch
holding company of Roto Smeets Deventer, Roto Smeets Weert and
Senefelder Misset in Doetinchem.

According to PrintWeek, a statement issued by Circle Media on April
15, the application, which was made on April 12, was filed as a
result of "the very challenging market circumstances in the
European printing industry".

The Dutch operations employ around 1,000 staff, PrintWeek
discloses.

Under Dutch law, a company can apply to the courts for "suspension
of payments" if it is, or anticipates it will be, unable to settle
its debts as they fall due, PrintWeek states.  The court then
appoints an administrator to the business and it is protected from
creditor claims while it attempts to re-organize, PrintWeek notes.

The brief company statement, as cited by PrintWeek, said: "The
administrator and management are examining possibilities for a
reorganization of the company.  During the suspension of payments,
the Dutch printing companies will continue their operations as
usual."





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

STAVROPOL REGION: Fitch Hikes LT IDR to 'BB+', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has upgraded Stavropol Region's Long-Term Foreign-
and Local-Currency Issuer Default Ratings to 'BB+' from 'BB' with
Stable Outlook and assigned stand-alone credit profile of 'bb+'.
The agency has also affirmed the region's Short-Term
Foreign-Currency IDR at 'B'. Stavropol Region's outstanding senior
unsecured domestic bonds have been upgraded to 'BB+' from 'BB'.

KEY RATING DRIVERS

The upgrade reflects sustained improvement of the region's
operating performance and Fitch's view that strengthened debt
sustainability metrics assessed as 'aa' in combination with Weaker
Risk Profile are in line with 'BB+' rating level.

Stavropol is located in the North Caucasus region of Russia and is
one of the leading agricultural goods producers in Russia.
According to budgetary regulation, Stavropol region can borrow on
domestic market. The budget accounts are presented on a cash basis
while law on a budget is approved for a three-year period.

The upgrade reflects the following rating drivers and their
relative weights:

High

Debt Sustainability Assessment: 'aa'

The 'aa' assessment is derived from a combination of strong debt
payback ratio and fiscal debt burden, which are in line with 'aaa'
debt sustainability metrics, and a weak actual debt-servicing
coverage ratio (ADSCR: operating balance to the debt servicing
payments) at 'bb' level.

According to Fitch's rating case payback ratio (net direct
risk-to-operating balance) that is the primary metric of debt
sustainability assessment for Stavropol will remain below five
years over the five-year term. For the secondary metrics, Fitch's
rating case projects that fiscal debt burden (net adjusted debt to
operating revenue) will remain below 50% while ADSCR will average
1.2x in 2020-2023.

Medium

Revenue Robustness Assessed as Weaker

The region's tax base is moderate in size and has limited prospects
to grow, in Fitch's view, due to agrarian-oriented economy with
wealth indicators being historically weaker than that of the
average Russian region. Taxes represent Stavropol's main revenue
source comprising about 60% of total revenue, while transfers from
the federal budget (BBB- counterparty) contribute 35%. The federal
transfers do not sustainably enhance the region's fiscal capacity
to the level sufficient to finance the mandated expenditure
responsibility, which is evident from the track record of high
deficits in 2014-2016.

Revenue Adjustability Assessed as Weaker

Fitch assesses Stavropol's ability to generate additional revenue
in response to possible economic downturns as limited. The federal
government holds significant tax-setting authority, which limits
Russian local and regional governments' (LRGs) fiscal autonomy and
revenue adjustability. The regional governments have limited
rate-setting power over three regional taxes: the corporate
property tax, the gambling tax and the transport tax. The
proportion of these taxes in the region's tax revenues is low
(2018: 16%) and the maximum tax rates on them are determined in
National Tax Code, which limits the region's revenue adjustability.


Expenditure Sustainability Assessed as Midrange

The region's control over expenditure used to be prudent, which is
evident from the track record of spending dynamic being close to
that of the revenue. Like other Russian regions, Stavropol is
vested with responsibilities in education, healthcare, some types
of social benefits, public transportation and road construction.
Education and healthcare spending that is of counter-cyclical
nature accounted for 28% of regional expenditure in 2018. In line
with other Russian regions, Stavropol is not required to adopt
anti-cyclical measures, which would inflate expenditure related to
social benefits in the period of downturns. At the same time, the
region's budgetary policy is dependent on the decisions of the
federal authorities, which could negatively affect the dynamic of
expenditure.

Expenditure Adjustability Assessed as Weaker

As for most of Russian regions, Fitch assesses Stavropol's
expenditure adjustability as low. The vast majority of spending
responsibilities are mandatory for Russian subnationals, which
leads to inflexible items dominating the expenditure structure.
Consequently, the bulk of expenditure could be difficult to cut in
response to potential revenue shrinking. Fitch notes that the
region retains some flexibility to cut or postpone capital
expenditure in case of stress (capex averaged 21.6% of total
spending over the last five years) but the ability is constrained
by low level of per capita investment compared with international
peers.

Liabilities and Liquidity Robustness Assessed as Midrange

According to national budgetary regulation, subnational governments
are subject to debt stock and new borrowing restrictions as well as
limits on annual interest payments. Derivatives and floating rates
are prohibited for LRGs in Russia. The limitations on external debt
are very strict and on practice no Russian region borrows
externally. Stavropol region follows prudent debt policy that is
evident from moderate debt level, which is declining over the last
two years. Debt structure is well-balanced between market
borrowings (bank loans and bonds) and low-cost loans from the
federal budget. The region used to have low contingent liabilities
in the form of guarantees and is not exposed to material
off-balance sheet risks.

Liabilities and Liquidity Flexibility Assessed as Midrange

The national budgetary regulation supports liquidity flexibility of
Russian regions by provision of emergency liquidity instrument in
the form of treasury line to cover intra-year cash gap. Stavropol
used to follow conservative liquidity management practice and
maintains adequate cash balance as well as committed credit lines
with the state-owned banks. The counterparty risk associated with
the liquidity providers of the region is 'BBB-' that limits the
assessment of this risk factor at Midrange.

DERIVATION SUMMARY

Under the new Rating Criteria for International Local and Regional
Governments, Fitch classifies Stavropol like other Russian LRGs as
a Type B LRGs, which are required to cover debt service from cash
flow on an annual basis. The assessment of key risk factors with
three factors assessed as Weaker and three factors assessed as
Midrange resulted in overall assessment of the region's risk
profile as Weaker according to risk profile guidance table in
criteria. Stavropol's SCP of 'bb+' reflects a combination of a
Weaker Risk Profile and a 'aa' assessment of debt sustainability.
The SCP also factors appropriate rated peers positioning. Fitch
does not apply any asymmetric risk or extraordinary support from
upper-tier government, which results in the 'BB+' IDR.

KEY ASSUMPTIONS

Fitch's key assumptions within its base case for the issuer
include:

  - Growth of operating revenue in line with expected inflation;

  - Growth of operating expenditure in line with expected
inflation;

  - Proportion of capex to remain at around 20% of the region's
total expenditure;

  - Growth of interest payments in line with the projected debt
growth.


Fitch's rating case envisage the following stress compared with the
base case:

  - Stress of corporate income tax by -1.89pp annually to reflect
historical volatility;

  - Stress of current transfers made by +1pp annually to reflect
higher opex growth in the rating case.

RATING SENSITIVITIES

A positive reassessment of the Stavropol's risk profile,
particularly due to expenditure flexibility improvement, could be
positive for the ratings.

Improvement of ADSCR above 2x provided other debt sustainability
metrics remain strong according to Fitch's rating case could lead
to an upgrade.

The deterioration of the region's debt payback above five years
according to Fitch's rating case on a sustained basis could lead to
a downgrade.


SVERDLOVSK REGION: Fitch Alters Outlook on 'BB+' IDR to Positive
----------------------------------------------------------------
Fitch Ratings has revised Sverdlovsk Region's Outlooks to Positive
from Stable, while affirming the Russian region's Long-Term
Foreign- and Local-Currency Issuer Default Ratings at 'BB+'. Its
Short-Term Foreign-Currency IDR has been affirmed at 'B'. The
region's outstanding senior unsecured domestic debt has been
affirmed at BB+.

The Outlook revision reflects Fitch's expectation that Sverdlovsk
will maintain moderate direct risk and consolidate its budgetary
performance leading to its debt sustainability being sustainably in
line with a 'aaa' assessment under Fitch's rating case. The ratings
also factor in a 'Weaker' assessment of the region's risk profile.
Sverdlovsk's standalone credit profile is assessed at 'bb+'.

Sverdlovsk is located in the Urals on the border between the
European and Asian part of Russia. Its capital - the City of
Yekaterinburg - is the fourth-largest city in Russia with 1.5
million inhabitants. According to budgetary regulation, Russian
LRGs can borrow on the domestic market. Budget accounts are
presented on a cash basis while laws on budgets are approved for
three years.

KEY RATING DRIVERS

High

Debt Sustainability Assessment: 'aa'

The 'aa' assessment is derived from a combination of a sound
payback ratio (net adjusted debt/operating balance), which
according to Fitch's rating case, will remain in line with a 'aa'
assessment, a moderate fiscal debt burden (net adjusted
debt-to-operating revenue, corresponding to a 'aa' assessment and a
weaker actual debt service coverage ratio (ADSCR: operating
balance-to-debt service, including short-term debt maturities)
assessed at 'bbb'.

According to Fitch's rating case, the payback ratio, which is the
primary metric of debt sustainability for Sverdlovsk, will remain
below 5x during most of the projected period and rise above 5x only
in 2023. For the secondary metrics, Fitch's rating case projects
that the fiscal debt burden will exceed 50% only in 2023, while the
ADSCR will decline to 1.2x in 2022-2023. The combination of the
primary and secondary metrics results in a 'aa' overall debt
sustainability assessment.

Medium

Revenue Robustness Assessed as Weaker

The region's tax base is strong in the national context but is to a
large extent linked to economic development. An overall sluggish
national economic environment has limited revenue growth. Revenue
sources are dominated by taxes (87.8% of total revenue in 2018),
most of which are income taxes subject to economic fluctuations,
while transfers from the federal budget (BBB- counterparty)
contributed a moderate 9.8%. However, due to a strong tax base the
region does not receive general purpose grants that are calculated
based on an objective formula and receive only various forms of
discretional grants, which include both general purpose grants and
earmarked grants.

Corporate income tax (CIT) accounted for 34.3% of total revenue and
has historically demonstrated high volatility due to exposure of
large tax-payers to metals prices on international markets. Stable
revenue sources (property tax) amounted to 13% of total revenue for
Sverdlovsk; however, even this tax is exposed to changes in
national tax regulation and the region expects a 27% decline of
this tax revenue in 2019. All these limit the revenue robustness
factor to 'Weaker'.

Revenue Adjustability Assessed as Weaker

Fitch assesses Sverdlovsk's ability to generate additional revenue
in response to possible economic downturns as limited. The federal
government holds significant tax-setting authority, which limits
Russian LRGs' fiscal autonomy and revenue adjustability. The
regional governments have limited rate-setting power over three
regional taxes: the corporate property tax, the gambling tax and
the transport tax. Together these taxes accounted for about 19% of
the region's tax revenue in 2018. The regions formally have
rate-setting power over those taxes albeit with limits set in the
national tax code.

Expenditure Sustainability Assessed as Midrange

The region's control of expenditure is prudent, as evidenced by
slower spending growth than revenue growth during the last five
years and Fitch expects this policy to continue in the medium term.
Like other Russian regions Sverdlovsk has responsibilities in
education, healthcare, some types of social benefits, public
transportation and road construction. Education and healthcare
spending that is of counter- or non-cyclical nature accounted for
31% of total expenditure in 2018. In line with other Russian
regions, Sverdlovsk is not required to adopt anti-cyclical
measures, which would inflate expenditure related to social
benefits in a downturn. At the same time, the region's budgetary
policy is dependent on the decisions of the federal authorities,
which could negatively affect expenditure dynamics.

Expenditure Adjustability Assessed as Weaker

As for most Russian regions, Fitch assesses Sverdlovsk's
expenditure adjustability as low. A majority of spending
responsibilities are mandatory for Russian subnationals, which
leads to inflexible items dominating the expenditure structure. The
region retains some flexibility to cut or postpone capex in case of
stress. In 2018 capex gradually increased to 17% of total
expenditure after cutbacks to 11%-13% in 2015-2017 and as revenue
recovered. However the ability to cut capital expenditure is
constrained by an overall high demand for infrastructure
development.

Liabilities and Liquidity Robustness Assessed as Midrange

According to national budgetary regulation, Russian LRGs are
subject to debt stock limits and new borrowing restrictions as well
as limits on annual interest payments. Derivatives and floating
rates are prohibited for LRGs in Russia. Limits on external debt
are very strict and in practice no Russian region borrows
externally. Sverdlovsk follows a prudent debt policy as
demonstrated in its moderate debt levels, which fell to 29.4% of
current revenue in 2018 from a peak of 38.1% in 2015. Debt
structure is balanced between market borrowings in the form of bank
loans and domestic bonds (in total 72%) and low-cost loans from the
federal budget (28%). The region is not exposed to material
off-balance sheet risks.

Liabilities and Liquidity Flexibility Assessed as Midrange

The region recorded a sound liquidity position of RUB7 billion at
end-2018. This is higher than the RUB2 billion average in
2014-2017. Fitch assumes the region will deploy its cash to its
historical average in the medium term. Sverdlovsk has reasonable
access to domestic funding including domestic banks or debt capital
markets.

Sverdlovsk's liquidity is also supported by a federal treasury line
to cover intra-year cash gaps. This treasury facility amounted to
one-twelfth of the annual budgeted revenue (excluding
inter-governmental transfers) and can be rolled over during the
financial year. Nonetheless, as the potential counterparty risk
associated with domestic liquidity providers is 'BBB-', its
assessment of this risk factor is 'Midrange'.

RATING DERIVATION

As with other Russian local and regional government (LRGs) Fitch
classifies Sverdlovsk as a type B LRG, which covers debt service
from cash flow on an annual basis. Fitch assesses Sverdlovsk's SCP
at 'bb+', which reflects a combination of a 'Weaker' Risk Profile
and a 'aa' assessment of debt sustainability. The notch-specific
SCP also factors in peer comparison and is supported by a strong
payback ratio. The IDR is not affected by asymmetric risk or
extraordinary support from upper-tier government, which results in
the 'BB+'.

KEY ASSUMPTIONS

Fitch's key assumptions within its base case for 2020-2023
include:

  - CIT growth in line with local GRP nominal growth, other taxes
to grow in line with inflation

  - Operating expenditure growth in line with inflation

  - Capital expenditure growth in line with local GRP nominal
growth

  - Stable capital transfers

Fitch's rating case applies the following stress compared with the
base case:

  - Stress on corporate income tax by -2.16pp annually to reflect
historical volatility

  - Stress on current transfers made by 1pp annually to reflect
higher opex growth in the rating case

RATING SENSITIVITIES

Debt payback below five years under Fitch's rating case on a
sustained basis could lead to an upgrade.

A positive reassessment of the region's risk profile, particularly
due to expenditure flexibility improvement, could also be positive
for the ratings.




===========
S E R B I A
===========

MLINOSTEP: Bankruptcy Agency to Auction Assets on May 24
--------------------------------------------------------
SeeNews reports that Serbia's Bankruptcy Supervision Agency said it
is selling assets of insolvent wheat and animal feed wholesaler
Mlinostep.

According to SeeNews, the Bankruptcy Supervision Agency said in a
statement on April 22 the auction will take place on May 24 at a
starting price of RSD170.9 million (US$1.6 million/EUR1.4
million).

The list of assets put up for sale includes warehouses, silos and
land in Stepanovicevo, in northern Serbia, SeeNews discloses.

A deposit of RSD68 million is required to participate in the
auction, SeeNews states.

Mlinostep was declared bankrupt in November 2016, SeeNews
recounts.





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

ADVEO GROUP: Italian Unit Sale Negotiations with GDN Fail
---------------------------------------------------------
Reuters reports that Adveo Group International SA on April 22 said
negotiations with GDN S.p.A. Group concerning the sale of the
group's unit Adveo Italia have not been successful and have been
closed.

According to Reuters, the group maintains negotiations with two
other investor groups for the sale of Adveo Italia, setting a
deadline of end of the month to reach a deal.

Sandton has extended the term of its offer for Adveo's production
units in France and Benelux to May 22, Reuters discloses.

As reported by the Troubled Company Reporter-Europe on Nov. 22,
2018, Bloomberg News related that Adveo's board asked for voluntary
credit protection, the company said in a regulatory
filing on Nov. 13.  The office supplies company had been in talks
with investors to find alternatives to the refinancing, Bloomberg
noted.  Creditors had informed the company of early maturity of
outstanding amounts, leading to liquidation, Bloomberg disclosed.

Adveo Group International SA is based in Madrid, Spain.


TELEPIZZA: Moody's Assigns First-Time B2 CFR to Tasty Bondco 1
--------------------------------------------------------------
Moody's Investors Service has assigned a first-time corporate
family rating of B2 and a probability of default rating of B2-PD to
Tasty Bondco 1, S.A.U, a parent company of the Spanish pizza
delivery operator Telepizza S.A.U. Concurrently, Moody's has
assigned a B2 rating to the proposed 7-year EUR335 million worth of
senior secured notes to be issued by Tasty Bondco 1, S.A.U.. The
outlook is stable.

The rating assignment follows private equity firm KKR's offer to
take private Telepizza through a process launched in December 2018.
The acquisition will be financed with new equity provided by KKR
and the issuance of a new EUR335 million worth of senior secured
notes. KKR expects to close the transaction within the next few
weeks.

"Telepizza's B2 rating reflects its strong market positions in
Spain, Portugal and a number of Latin American markets, the upside
potential offered by the license agreement to exploit the Pizza Hut
brands in Latin America and the company's vertical integration,"
says Giuliana Cirrincione, Moody's lead analyst for Telepizza.

"The rating is constrained by the relatively small size of the
company, the high competition in the food service industry and
potential earnings and cash flow volatility due to exposure to raw
material prices and foreign currency fluctuations. Our rating
assumes that Telepizza's (gross) debt to EBITDA ratio (as adjusted
by Moody's) will trend to 5.5x over the next 12-18 months," adds
Ms. Cirrincione.

RATINGS RATIONALE

Telepizza's B2 CFR reflects (1) its strong brand awareness and
position as no.1 player in the pizza delivery market in Spain,
Portugal, Chile, Colombia and strong positions in a number of other
Latin American countries; (2) its vertically integrated business
model, which results into resilient profit margins; (3) the growth
potential offered by the strategic alliance with Pizza Hut, owned
by Yum! Brands Inc. ("Yum!", Ba3 stable), and the planned network
expansion in Iberia and Latin America, which improves the company's
geographical footprint; and (4) the adequate liquidity position,
supported by a cash generative business despite the planned network
expansion.

The B2 CFR is however constrained by (1) the company's relatively
small scale and high geographical concentration of revenue and
profits compared to other international chain restaurants; (2) the
high competition from other pizza and non-pizza delivery players
and substitute products; (3) the potentially high earnings
volatility stemming from increased exposure to foreign currency
fluctuations in Latin America, as well as from raw material prices
and cost inflation; and (4) the company's high financial leverage
which Moody's expects to decline to 5.5x in the next 12-18 months
on a Moody's-adjusted (gross) debt to EBITDA basis, from an
estimated 5.7x at the end of 2019.

Although the larger scale gained in Latin America with the Pizza
Hut alliance will likely allow Telepizza to achieve synergies
within its vertically integrated supply chain, Moody's forecasts
that like-for-like sales in both Iberia and Latin America will only
grow by low single digit rates. This reflects that continued fierce
price competition, cost inflation and foreign currency fluctuations
are key downside risks to the company's ability to achieve
consistent earnings growth going forward.

More positively, Moody's expects Telepizza will maintain adequate
operating performance during the execution of its network
expansion, as well as positive -- albeit limited -- free cash flow
generation despite the annual EUR40 million capital spending
planned over the next two years, mainly related to store
refurbishments and new openings of owned stores in Latin America.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the proposed EUR335 million senior
secured notes is in line with the CFR, reflecting that this
instrument represents the majority of the company's capital
structure. The notes benefit from second-priority pledges over the
same assets as the EUR45 million super senior revolving credit
facility (unrated). The notes and the RCF are secured against
shares, bank accounts and intra-group receivables and benefit from
upstream guarantees from the group's subsidiaries representing at
least 80% of the consolidated EBITDA.

The PDR of B2-PD reflects Moody's assumption of a 50% recovery
rate. The RCF is subject to a springing net leverage covenant, to
be tested when drawings exceed 40% of the committed nominal value.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Telepizza will
be able to expand its network in line with the agreement with Yum!,
while at the same time maintaining moderately positive
like-for-like sales growth, stable profit margins, and an adequate
liquidity position. Quantitatively, Moody's expects
Moody's-adjusted (gross) debt to EBITDA ratio to decline towards
5.5x over the next 12-18 months, and free cash flow to be positive
but modest over the same period.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating pressure could arise over time if (1)
Moody's-adjusted debt/EBITDA ratio falls below 4.5x on a
sustainable basis; (2) Moody's-adjusted EBIT coverage of interest
expense sustainably improves to above 2x; and (3) the company
reports strong operational key performance indicators and good
liquidity.

Negative rating pressure could materialise if (1) Moody's-adjusted
debt/EBITDA rises towards 6.0x on a sustained basis; (2)
Moody's-adjusted EBIT coverage of interest expense falls towards
1.5x; and (3) the liquidity profile deteriorates significantly as a
result of ongoing negative free cash flow generation, any material
acquisitions or large shareholder distributions.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Tasty Bondco 1, S.A.U.

  Probability of Default Rating, Assigned B2-PD

  Corporate Family Rating, Assigned B2

  Senior Secured Regular Bond/Debenture, Assigned B2 (LGD4)

Outlook Actions:

Issuer: Tasty Bondco 1, S.A.U.

  Outlook, Assigned Stable

COMPANY PROFILE

Founded in 1987 and headquartered in Madrid, Telepizza is a leading
pizza delivery operator with operations concentrated in Spain,
Portugal and Latin America. Following the alliance with Yum!, which
is effective since December 2018 and allows Telepizza to operate
the Pizza Hut brand in Latin America (excl. Brazil), the company
has become the largest pizza franchisee globally by number of
operated stores with 2,631 outlets. As of December 2018, Telepizza
had 8,600 employees and generated EUR340 million of revenues and
EUR65 million of company-adjusted EBITDA.


TELEPIZZA: S&P Assigns Prelim. 'B' ICR to Spanish Bondco 2
----------------------------------------------------------
S&P Global Ratings noted that private equity fund KKR is planning
to acquire a majority ownership stake in Spain-based pizza
restaurant chain Telepizza) through a new holding company Spanish
Bondco 2. Telepizza recently also entered into a master franchisee
agreement with Yum! for all Pizza Hut stores in Iberia, Latin
America (excluding Brazil), and Switzerland.
The transaction will be partly funded through a EUR335 million
senior secured notes offering issued by investment vehicle Spanish
Bondco 1, which is planned to be merged with Spanish Bondco 2 at a
later stage.

S&P is assigning its preliminary 'B' long-term issuer credit and
issue ratings to Spanish Bondco 2 and the proposed EUR335 million
senior secured notes with a fixed coupon and maturing in 2026. The
recovery rating on the notes is '3', although at the low end of the
range (50%).

Private equity fund KKR is planning to acquire a majority ownership
stake in Spain-based pizza restaurant chain Telepizza, through a
new holding company Spanish Bondco 2.

Telepizza has entered into a master franchise agreement with Yum!
(the owner of Pizza Hut and partner in the alliance) that became
effective from Jan. 1, 2019, and lasts for a period of 25-50 years
depending on the territory. Under this agreement, the company will
become exclusive master franchisee for all Pizza Hut sites in
Iberia, Latin America (excluding Brazil), and Switzerland. This
will add nearly 1,000 franchised sites to the company's existing
system of 1,600 sites, which will also in turn increase the share
of sites run by franchisees of Telepizza to 84% from 76%
previously. Under the deal, Telepizza will receive a franchise fee
of 6% of sales from all franchisees and pay a royalty or alliance
fee of 3.5% for all sites in operating territories in the system to
Yum! However, the royalty payment to Yum! also provides for a
royalty credit for the first US$250 million of system sales
generated, which is successively diminishing over the following 17
years. The agreement also sets an obligation for Telepizza to
transform all the Telepizza sites in Latin America and Chile to the
Pizza Hut brand within five years and 10 years, respectively, and
to open 1,300 stores over a period of 10 years. Investments are
partly funded through an incentive payment of in total US$25
million granted from Yum! upon achieving conversion and opening
targets for the first three years.

The issuer credit rating is supported by:

-- The enlarged scale of the overall Telepizza system and broad
earnings diversification across nearly 39 countries, a
well-developed delivery service including owned delivery fleet and
online tools for customer order placement and processing;

-- The company's integrated business model. It organizes centrally
within its seven owned manufacturing plants the preparation and
distribution of ingredients such as high-quality frozen dough under
long-term supply contracts with Telepizza franchisees; and

-- The growing demand for food delivery as opposed to the dine-in
restaurant segment, demonstrated by Telepizza's track record of
positive like-for-like chain sales growth.

The rating is constrained by substantial execution risk related to
integrating Pizza Hut sites into the system and extracting target
synergies. S&P said, "In addition, we forecast weak reported free
operating cash flow (FOCF) for the next three years due to
accelerated investments under the Yum! agreement, which we also
view as fairly complex from a legal perspective. In addition, we
view as further constraints exposure to foreign exchange risks in
Latin America, given an increasing share of earnings generated in
Latin American currencies after the establishment of the alliance,
as well as exposure to fluctuations in commodity prices such as
wheat and cheese, and high adjusted debt to EBITDA of above 5.0x in
a very competitive quick service restaurant and delivery market."

S&P said, "In our view, the material execution risks constrain
earnings visibility. Accordingly, headroom for underperformance of
the business plan is fairly limited, given our expectations of very
modest FOCF for the next few years and high leverage already under
our base-case scenario.

"We understand that this agreement is designed to be economically
neutral for both partners (Telepizza and YUM!) at the beginning of
the agreement. The main upside for Telepizza stems from the right
to exclusively open additional sites under two strong brands in
Latin America, Iberia, and Switzerland, the opportunity to supply
ingredients to a larger system, and the roll-out of Telepizza's
established delivery system to the Pizza Hut sites. We believe that
the increasing number of sites should also support negotiating
power with suppliers, enable procurement synergies, and allow the
company to extract a higher level of royalties and revenue.

"We expect several execution risks associated with the new
arrangements. These include integrating, upgrading and opening the
new sites successfully, extracting synergies, and the ability to
integrate and work with additional franchisees in the new Pizza Hut
formats. They also include the management of costly equity site
conversion planned for Telepizza sites in Latin America to the
Pizza Hut brand and investment commitments for the company to
rollout new equity sites. While we understand that investments for
conversion and opening of franchise sites will largely be borne by
the franchisees themselves, we still regard our estimation of about
8% capex to consolidated sales in 2019 as relatively high." At the
same time, the company will also have to pay a significant level of
royalties and alliance fees to Yum! for operating stores under the
Pizza Hut and Telepizza brands. These factors limit the headroom
under the current rating.

"The agreement between Telepizza and Yum! is fairly complex from a
legal perspective, in our view. Yum! has the right to buy all naked
brand property of brand names in the Telepizza system after an
initial period of three years, although the important right of use
of the brand for the main regions Iberia and Chile will remain with
Telepizza for the time of the agreement. Under the agreement, we
understand that Yum! has the possibility to exit and take converted
sites with it if, after a cure period, Telepizza continuously
breaches major conditions under the agreement such as product
quality or payment of royalties. We understand that these risks are
somewhat mitigated by the lengthy testing conducted last year to
align quality standards, as well as our understanding that the
agreement is viewed as a long-term partnership by both Yum! and
Telepizza.

"Our view on the company's financial risk profile is mainly limited
by the owners' aggressive financial policy, demonstrated by
forecasted S&P Global Ratings-adjusted debt to EBITDA above 5.0x in
2019. Although we anticipate earnings growth will enable a
deleveraging toward 4.5x over the next two years, we believe the
current financial policy commitment suggests that leverage will not
fall materially below 5x in the long term. We understand the new
owner plans to contribute its investment as common equity,
resulting in no additional subordinated debt or shareholder loans
added in our adjusted debt calculation. Given the substantial
amount of leases, our preferred metric is lease-neutral reported
EBITDAR to interest plus rent coverage, which at around 2x, also
supports the current rating. At the same time, we view the
company's low reported FOCF--burdened by substantial interest on
the notes and high capex commitments--as a major constraint, as it
limits the company's financial flexibility.

"The preliminary rating is subject to the successful closing of the
transaction including the issuance of the senior secured notes and
the revolving credit facility (RCF) as well as our review of the
final documentation. If S&P Global Ratings does not receive the
final documentation within a reasonable period, or if the final
documentation departs from the materials we have already reviewed,
we reserve the right to withdraw or revise our ratings.

"The stable outlook reflects our expectation that Telepizza will
execute its challenging business plan as master franchisee for Yum!
by integrating the stores of Telepizza and Pizza Hut successfully,
extracting synergies, and implementing an accelerated plan for
continued rebranding and planned site openings. We highlight that
headroom for underperformance on the business plan and the base
case is limited, given expectations of very modest FOCF for the
next few years and high leverage already under our base-case
scenario. Critically, for the current rating, we expect Telepizza
to show roughly neutral reported FOCF over the next 12 months
(excluding buyout-related transaction costs), S&P Global
Ratings-adjusted debt to EBITDA of 5.0x to 5.5x, and EBITDAR
interest plus rent cover of 1.8x-2.2x.

"We could lower the rating over the next 12 months if execution of
the business plan proved difficult, for example if the company
reported negative FOCF (excluding buyout transaction expenses),
adjusted debt to EBITDA above 5.5x, or EBITDAR interest plus rent
coverage below 1.8x. This could be the case if the company
encountered any bottlenecks or disagreements in its agreement with
Yum! or integrating the Pizza Hut sites, opening new sites, or
converting sites. It could also result from an inability to
increase sales or earnings as expected, for example, because of
harsher competition , a weakening of the macroeconomic environment,
or a depreciation of Latin American currencies. We could also lower
the ratings if management were to employ an even more aggressive
financial policy or if liquidity became less than adequate.

"We consider a positive rating action as unlikely over the next 12
months in light of the risks raised above regarding the agreement
with Yum! and the ambitious business plan. However, we could raise
our ratings if Telepizza demonstrated a track record of being able
to generate sustainable reported FOCF of at least EUR30 million per
year and management committed to a more conservative financial
policy, with adjusted debt to EBITDA sustainably and materially
lower than 5.0x."




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

[*] UKRAINE: Fund Sold UAH80.26MM in Insolvent Banks' Assets
------------------------------------------------------------
According to Ukrinform, the Deposit Guarantee Fund of Ukraine last
week sold insolvent banks' assets worth UAH80.26 million, the
fund's press service reports.

"Last week the assets of 25 banks, which are in the management of
the Fund, were sold for UAH 80.26 million," Ukrinform quotes the
report as saying.

In particular, UAH50.56 million was received from the repayment of
fund creditors' claims, UAH26.08 million from the sale of main
banks' assets, and UAH3.14 million from the sale of accounts
receivable, Ukrinform discloses.

The Deposit Guarantee Fund last week planned to sell banks' assets
for a total sum of UAH2.2 billion, Ukrinform relays.




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

ASPRAY TRANSPORT: Creditors Back Company Voluntary Arrangement
--------------------------------------------------------------
Chris Druce at MotorTransport reports that creditors of Aspray
Transport have voted in favor of a company voluntary arrangement
(CVA).

According to MotorTransport, the full details of the CVA have not
been released, but Aspray owner Bushell Investment Group said 99%
of the company's trade suppliers had supported it, representing a
clear "reflection of their support of the proposed turnaround
strategy".  It added that the CVA would be completed in six months
or less and "trade suppliers will be paid in full on their normal
trade terms", MotorTransport relates.



DEBENHAMS PLC: Set to Outline Plans for Closure of 20 Stores
------------------------------------------------------------
Harry Robertson at City A.M., citing Sky News, reports that
Debenhams plc is poised to outline plans this week to bring forward
the closure of 20 of its stores.

According to City A.M., Sky News reported the new owners of the
department store chain, which include Barclays and hedge fund
Silver Point, will launch a company voluntary arrangement (CVA) in
the next 48 hours that will allow it to shut the stores just after
Christmas.

Debenhams, which briefly fell into administration earlier this
month, plans to shut 50 stores in the next three years, which will
cause thousands to lose their jobs and leave around 110 stores
open, City A.M. discloses.

The CVA, a controversial mechanism that allows a company to pay off
its creditors over a fixed period, will come alongside an attempt
to reduce rents at many of Debenham's stores across the country,
City A.M. notes.

Last week, Debenhams chief executive Sergio Bucher stepped down,
nine days after the embattled department store's lenders took
control of the company, City A.M. recounts.

The group's non-executive chairman Terry Duddy was appointed
interim executive chairman until a permanent replacement is found,
City A.M. relates.

                   About Debenhams plc

Debenhams is a British multinational retailer operating under a
department store format in the United Kingdom and Ireland with
franchise stores in other countries.

As reported by the Troubled Company Troubled Company Reporter on
April 22, 2019, S&P Global Ratings lowered its long-term issuer
credit rating on U.K.-based department store retailer Debenhams PLC
to 'D' from 'SD' (selective default).  The downgrade follows
Debenhams's filing for administration on April 9, 2019. The group
continues to operate, with only the publicly listed parent
(Debenhams PLC) appointing administrators.  These administrators
immediately sold the parent's entire holding of the group's
operating subsidiaries to a company controlled by its lenders in a
pre-packaged sale.


MARKETPLACE ORIGINATED 2017-1: Moody's Hikes Class E Notes to B1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of six notes in
the following two transactions:

Issuer: Marketplace Originated Consumer Assets 2016-1 PLC

  GBP9.0 million Class D Notes, Upgraded to Aa1 (sf); previously
  on Sep 5, 2018 Upgraded to Aa3 (sf)

Issuer: Marketplace Originated Consumer Assets 2017-1 PLC

  GBP172.80 million Class A Notes (current amount outstanding
GBP52.8
  million) , Upgraded to Aa1 (sf); previously on Nov 8, 2017
  Definitive Rating Assigned Aa3 (sf)

  GBP8.64 million Class B Notes, Upgraded to Aa2 (sf); previously
  on Nov 8, 2017 Definitive Rating Assigned A3 (sf)

  GBP8.64 million Class C Notes, Upgraded to A1 (sf); previously
  on Nov 8, 2017 Definitive Rating Assigned Baa3 (sf)

  GBP8.64 million Class D Notes, Upgraded to Baa2 (sf); previously

  on Nov 8, 2017 Definitive Rating Assigned Ba3 (sf)

  GBP6.48 million Class E Notes, Upgraded to B1 (sf); previously
  on Nov 8, 2017 Definitive Rating Assigned B3 (sf)

Marketplace Originated Consumer Assets 2016-1 PLC and Marketplace
Originated Consumer Assets 2017-1 PLC are both static cash
securitisations of unsecured consumer loans originated via an
online marketplace lending platform operated by Zopa Limited to
borrowers located in the UK.

MOCA 2016-1 Notes were issued in October 2016 and the underlying
portfolio of loans has since amortised to GBP 20.5 million from an
original balance of GBP 150.1 million. MOCA 2017-1 Notes were
issued in November 2017 and the underlying portfolio of loans has
since amortised to GBP 96.1 million from an original balance of GBP
216.5 million.

RATINGS RATIONALE

The rating action is prompted by deal deleveraging resulting in an
increase in credit enhancement for the affected tranches.

Increase/Decrease in Available Credit Enhancement

Considerable deleveraging led to the increase in the credit
enhancement available to all rated tranches in these transactions.

The rating action on the Notes has been prompted by the
deleveraging of the transaction through pay down of the senior
Notes, following repayments of the underlying portfolio. Scheduled
repayments on the portfolio have been supplemented by a high level
of prepayments, with annualised CPR rates as calculated by Moody's
of 26.2% and 21.7% for MOCA 2016-1 and MOCA 2017-1 respectively at
the last interest payment date.

The amortisation of the pool has increased the credit enhancement
of the Notes which are the subject of the rating action. The Notes
in both transactions amortise sequentially.

The Class D Notes of MOCA 2016-1 have had an increase in credit
enhancement to 59.0% from 9.6% at closing, although they have not
started to amortise yet as of the latest payment date.

In MOCA 2017-1 the Class A Notes have amortised to GBP 52.8 M from
an original balance at closing of GBP 172.8 million. There has been
an increase in credit enhancement for all the rated Notes since
closing as follows: Class A Notes credit enhancement is 46.3%
versus 21.3% at closing, the Class B Notes credit enhancement is
36.3% versus 16.3% at closing, the Class C Notes credit enhancement
is 27.3% versus 12.3%% at closing; the Class D Notes credit
enhancement is 18.2 % versus 8.3% at closing and the Class E Notes
credit enhancement is 11.5% versus 5.3% at closing.

NO REVISION OF KEY COLLATERAL ASSUMPTIONS

As part of the rating actions, Moody's reassessed its default
probability for the portfolios of both transactions; to reflect the
collateral performance to date.

Both portfolios have performed in line with Moody's initial default
expectations and as a result, Moody's has maintained its cumulative
default rate as a percentage of original balance at 7% for MOCA
2017-1 and 5.8% for MOCA 2016-1. Portfolio credit enhancement (PCE)
remains unchanged at 32.5% for both transactions. The recovery rate
assumption has remained unchanged at 5% for MOCA 2016-1 and 10% for
MOCA 2017-1 consistent with the low level of recoveries observed to
date.

Moody's also factored into its analysis the limited track history
of the collateral type and the nature of the Servicer's business
model, which restricted the upgrade potential of the Notes.

The rating action also took into account the increased uncertainty
relating to the impact of the performance of the UK economy on the
transaction over the next few years, due to the on-going
discussions relating to the final Brexit agreement.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in March
2019.

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 significantly better than Moody's expected, and (2) deleveraging
of the capital structure.

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


THOMAS COOK: Faces More Trouble, Whitebox Advisors Predicts
-----------------------------------------------------------
Oliver Gill at The Telegraph reports that Whitebox Advisors, a US$9
billion US hedge fund that forecast the 2008 global financial
meltdown, has 
quietly built a multimillion-pound bet against
struggling travel agent Thomas Cook.

Whitebox Advisors, based in Minneapolis, is one of a clutch of
short sellers that believes the 178-year-old company faces more
trouble after a catastrophic 2018, The Telegraph discloses.

The debt-laden travel firm emerged as a takeover target over the
weekend with a number of predators circling parts or all of the
business, The Telegraph relates.

According to The Telegraph, Fosun, the conglomerate co-founded by
Chinese billionaire Guo Guangchang and Thomas Cook's biggest
shareholder, is among a number of parties named.

                            Borrowing Limits Breach

The Troubled Company Reporter-Europe on April 17, 2019, reported
that the Financial Times said Thomas Cook has told shareholders
that it may have been regularly in breach of its own borrowing
limits, marking the latest setback for the travel company which is
restructuring in the face of shifting consumer habits.  The group
said on April 12 that the board had received external advice that
its current interpretation of its financing limits may have led the
company to "inadvertently" exceed the borrowing rules in its
articles of association, the FT stated.  The advisers raised the
issue as part of Thomas Cook's strategic review of its airline,
which was announced in February as it struggles to contend with
Brexit uncertainty and fewer customers visiting its high street
travel agents, the FT disclosed.  The announcement comes after the
group issued two profit warnings and suffered a share price fall of
80% over the past year, the FT noted. In its 2018 annual report,
the company reported net debt of GBP349 million and said that it
had secured "additional flexibility" from lenders in order to carry
out its restructuring plan, according to the FT .

                              Breathing Space

As reported by the Troubled Company Reporter-Europe on Dec. 26,
2018, The Telegraph related that Thomas Cook had been handed
additional breathing space by its lenders as it grapples
with the fallout from a grisly 2018.  Failure to operate within
ratios can leave a company in default of its banking terms, The
Telegraph noted.

Thomas Cook Group plc is a British global travel company.  It was
formed on June 19, 2007, by the merger of Thomas Cook AG, itself
the successor to Thomas Cook & Son, and MyTravel Group plc.


WILLIAM HILL: Moody's Rates GBP350MM Unsec. Notes Ba1, Outlook Neg
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to William Hill
plc's proposed new GBP350 million senior unsecured notes due 2026.
Proceeds will be used to tender its GBP375 million notes due June
2020. The company's Ba1 Corporate Family Rating, Ba1-PD Probability
of Default Rating, and Ba1 rating on existing notes remain
unchanged. The outlook remains negative.

RATINGS RATIONALE

William Hill's Ba1 rating is constrained by (1) adverse regulatory
change, in particular the Triennial Review outcome which will
reduce maximum stakes on B2 machines to GBP2 from GBP100,
substantially reducing revenue from gaming machines and potentially
reducing total operating profits by GBP70-100 million or more. As a
result Moody's expects a temporary spike in leverage (Moody's
adjusted gross Debt/EBITDA) to around 3.6x in 2019 (compared with
2.6x in 2018), reducing to around 3x in 2020; (2) its limited
geographic diversity, with the UK contributing 86% of net revenue
in 2018, although this is reducing with the US expansion, and
European expansion through the recent acquisition of Mr. Green & Co
A.B. (MRG), and; (3) its mature land-based retail business with
limited growth potential and volatile sports results.

The Ba1 rating benefits from the company's (1) leadership positions
in the UK retail betting industry and in the growing UK online
betting and gaming segments; (2) significant opportunity for growth
in Europe through the recent MRG acquisition and in the US
following the recent US Supreme Court decision to strike down a
1992 federal law prohibiting most states from authorising sports
betting; (3) strong brand name and the retail segment's high
barriers to entry. (4) good liquidity supported by unrestricted
cash balances of GBP420.8 million as at January 1, 2019 and a fully
available GBP390 million revolving credit facility, although
Moody's notes that moderately negative free cash flow is expected
for approximately the next 18 months as the company digests the
revenue reduction expected from B2 machines and executes strategic
change.

LIQUIDITY

The company's liquidity profile is good as it is underpinned by an
ending unrestricted cash balance of GBP420.8 million for 2018, full
availability of its GBP390 million committed revolving credit
facility and no imminent debt maturities following the new issue of
senior notes. Moody's expects that free cash flow will be
moderately negative through the next 12-18 months as the company
adjusts to the effects of the Triennial review on its retail
business. These resources are likely to more than cover expected
cash outflows over the next 12 to 18 months, including dividends,
restructuring costs, capex and exceptional costs.

Under the five-year GBP390 million committed multi-currency RCF,
maturing October 2023, William Hill has to comply with two
financial covenants, a maximum leverage ratio of 3.5x and a minimum
interest cover of 3.0x. There is ample headroom under both tests.

STRUCTURE

William Hill's Ba1-PD probability of default rating is aligned with
the corporate family rating, reflecting its assumption of a 50%
family recovery rate, customary for capital structures including
bank debt and bonds. The Ba1 rating on the senior unsecured notes
is also aligned with the CFR, as their priority ranking is equal to
the RCF.

The notes benefit from an unconditional, irrevocable guarantee of
first demand from William Hill Organisation Ltd, which operates the
UK retail business and is the holding company for the group's
online operations, WHG (International) Limited.

OUTLOOK

The outlook would likely be stabilized if the company continues to
perform well in its online and sports-betting segments, and
continues to diversify geographically outside of the UK eg in the
USA and Europe. Additionally, Moody's will require greater clarity
that there are no likely further adverse regulatory measures in the
near term and that the implementation of the Triennial Review
decision can be managed in such way that the company is likely to
stay within the credit metrics commensurate within its current
rating category.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the ratings could occur if Moody's adjusted debt
to EBITDA ratio is maintained below 3.0x , Moody's adjusted
retained cash flow to debt stays well above 15%, and the company
generates consistent meaningful free cash flow.

Downward pressure on the ratings could occur if Moody's adjusted
debt to EBITDA increases sustainably above 3.5x, Moody's adjusted
retained cash flow to debt declines sustainably towards 10% or if
the company faces a deterioration in its liquidity risk profile.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Gaming Industry
published in December 2017.

CORPORATE PROFILE

Established in 1934, William Hill plc is a leading sports betting
and gaming company that operates predominantly in the UK, a market
that provided approximately 86% of the company's net revenues in
fiscal year 2018.

William Hill's main delivery channels are retail and online. The
former through over 2,300 licensed betting shops in the UK with
over-the-counter betting and gaming machines, and the latter
offering sports betting, casino games, poker, bingo and live casino
via mobile and internet connections primarily in the UK, Spain and
Italy but also in 100 other countries.

The company is also present in the US where it is the largest
operator of land-based sports books in Nevada with a 56% share by
number of outlets. In the US, William Hill is also the exclusive
bookmaker for the State of Delaware's sports lottery and provides
mobile sports betting services in Nevada.



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

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

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

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