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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, October 10, 2019, Vol. 20, No. 203

                           Headlines



B O S N I A   A N D   H E R Z E G O V I N A

HIDROGRADNJA: Auctions Scheduled for BAM102.5-Mil. Assets


D E N M A R K

SGLT HOLDING I: S&P Assigns 'B' Issuer Credit Rating, Outlook Stabl


E S T O N I A

DANSKE BANK: Estonian Branch Enters Liquidation


F R A N C E

AUTONORIA 2019: DBRS Finalizes BB Rating on Class E Notes


G E R M A N Y

AENOVA HOLDING: S&P Cuts Rating to CCC on Near Term Financing Risks
CHEPLAPHARM ARZNEIMITTEL: Moody's Lowers CFR to B2, Outlook Stable


I R E L A N D

BUSINESS MOBILE: Charities to Lose Thousands in Liquidation
ROCKFORD TOWER 2019-1: Fitch Rates EUR9.75MM Cl. F Debt 'B-(EXP)'


I T A L Y

ASTALDI SPA: Creditors May Recover Up to 38% of Loan Exposure


L U X E M B O U R G

CONSTELLATION OIL: S&P Affirms 'D' Issuer Credit Rating


N E T H E R L A N D S

OCI NV: S&P Assigns 'BB' Rating on $1.1BB Senior Secured Notes


P O R T U G A L

CAIXA ECONOMICA MONTEPIO: DBRS Confirms BB LongTerm Issuer Rating
CAIXA ECONOMICA MONTEPIO: Fitch Gives B-(EXP) on Non-Preferred Debt


R U S S I A

HAMKORBANK JSCB: S&P Alters Outlook to Positive & Affirms B+/B ICR
KOKS PJSC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
URALKALI PJSC: Moody's Alters Outlook on Ba2 CFR to Positive
URALKALI PSJC: Fitch Alters Outlook on BB- LT IDR to Positive


S P A I N

CAJAMAR 1 FT: DBRS Hikes Rating on Notes to B(high)
SANTANDER 1: DBRS Confirms C Rating on Bonds


S W I T Z E R L A N D

APTG AG: Cantonal Court of Zug Extends Definitive Moratorium


U N I T E D   K I N G D O M

BEVERIDGE PARK: Enters Into Administration, Seeks Buyer for Hotel
HOUSE OF FRASER: Mike Ashley Negotiates New Leases for Stores
LINKS OF LONDON: Goes Into Administration, 350 Jobs Affected
MOTION MIDCO: Moody's Assigns B1 CFR, Outlook Stable
MOTION MIDCO: S&P Assigns Preliminary 'B+' ICR on Merlin Takeover

THAI LEISURE: Creditors Back Company Voluntary Arrangement
THOMAS COOK: Bulgarian Representative Files for Bankruptcy
THOMAS COOK: Collapse to Cost Taxpayer GBP60MM in Redundancy Fees
THOMAS COOK: German Tour Business Rescue Talks Going Well
THOMAS COOK: Hays Travel to Buy British Travel Agent Shops

TRIUMPH FURNITURE: Enters Administration, 239 Jobs Affected

                           - - - - -


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B O S N I A   A N D   H E R Z E G O V I N A
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HIDROGRADNJA: Auctions Scheduled for BAM102.5-Mil. Assets
---------------------------------------------------------
SeeNews reports that Bosnia's bankrupt construction company
Hidrogradnja is selling assets worth an estimated BAM102.5 million
(US$57.6 million/EUR52.4 million) at auctions scheduled in the next
two months.

According to SeeNews, news portal Klix.ba reported on Oct. 7 that
assets valued at some BAM6.5 million marka were offered for sale on
Oct. 4, with the auction for their sale to be held on Oct. 21.

The assets include a motel, land and a business building in
Sarajevo, as well as land and production halls in Mostar, some 130
kilometres south of Sarajevo, SeeNews discloses.

A package of other assets situated in Bosnia and Libya and valued
at some BAM96 million was offered to potential buyers on Oct. 7,
SeeNews states.  The auction for the sale of the package will take
place on Nov. 14, SeeNews relays, citing Klix.ba.

Hidrogradnja was put up for sale in 2013 by the government of
Bosnia's Federation entity, which controls a 67% stake in the
company, SeeNews relates.  The Federation government, however,
received no bids due to the complaints filed by the company's
workers, SeeNews notes.

The Municipal Court in Sarajevo launched bankruptcy proceedings
against Hidrogradnja in 2016, SeeNews recounts.




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D E N M A R K
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SGLT HOLDING I: S&P Assigns 'B' Issuer Credit Rating, Outlook Stabl
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit ratings
to SGLT Holding I LP (SGLT) and its finance subsidiary SGL
TransGroup International A/S, and its 'B' issue rating to the
proposed senior secured bonds to be issued by SGL TransGroup
International.

S&P's assessment of SGLT's business risk profile reflects the
company's position as a small-to-midsize asset-light freight
forwarder and logistics services provider in the highly fragmented
and price-competitive logistics industry. SGLT's relatively small
scope of operations is reflected in its predominant presence in the
Nordics and North America and concentration on trade flows between
Asia and Northern Europe in its air and sea freight-forwarding
businesses. These businesses combined account for close to 60% of
SGLT's revenue.

The company generated absolute adjusted EBITDA of $39 million
(reported $24 million) in 2018, which is about half that of its
next-largest and rated logistics peer, Germany-based Logwin AG
(BB+/Stable). This figure is also much smaller than that of the
fourth-largest global freight forwarder, Danish DSV (BBB+/Stable),
with $1.3 billion, and of the eighth-largest, France-based CEVA
Logistics AG (B+/Stable), with $547 million. S&P views the
company's modest absolute level of EBITDA as a weakness because it
provides limited protection against market fluctuations and
high-impact and low-probability events, such as a significant
economic downturn in China or the loss of major customers. In
addition, SGLT's small scale compared to its generally much larger
customers limits the company's bargaining power, in S&P's view.

SGLT's track record of relatively low and volatile operating
margins constrains our profitability assessment. That said, S&P
also takes into account the company's asset-light business model,
partly flexible cost base, and minimal capital expenditure (capex)
needs. SGLT generates an EBIT margin of 2%-3%, which is relatively
thin compared to the broader range of global peers from the
railroad and package express industry, such as DSV with 7%-8% and
XPO Logistics Inc. and Logwin with 5%.

S&P said, "Although SGLT's focus on high-end specialized and often
time-critical logistic solutions does not benefit the company's
overall profitability measures, which we view as weak, it limits
the customer churn rate. Indeed, we view SGLT's existing customer
stickiness as the main credit support. The 20 largest customers
have been with the company for eight years on average, while the
relationship with the largest client goes back more than 40 years.
Furthermore, SGLT has a strongly diversified customer base
comprising more than 20,000 clients, with the top 20 clients
accounting for about 30% of total revenue and no single customer
accounting for more than 3%, and there is limited correlation
between individual customers and end-industries. This provides
critical protection to SGLT's topline revenue. We also understand
that SGLT's earnings are to a large extent shielded from the
fluctuations in shipping and air freight rates." This is because
SGLT has only a limited number of fixed-price contracts and it can
pass on the fluctuations in rates and currencies to its customers
with some delays.

SGLT has long-term expertise and an established presence as the
global leading provider of tailor-made multi-modal solutions in
challenging regions--such as areas of armed conflict, natural
disasters, landlocked countries, and countries with poor
infrastructure--on behalf of various aid and humanitarian
organizations such as the United Nations. Accounting for 13% of
SGLT's revenue, these operations are not the largest revenue
contributor, but they are recurring in nature and we understand
that they generate above-average returns.

S&P said, "Our financial risk profile assessment reflects SGLT's
highly leveraged capital structure. We expect the company's
adjusted debt to EBITDA to be 5.0x-5.3x in 2019 (an improvement
from 6.8x in 2018), with leverage remaining at about 5.0x in the
following 12 months on gradually expanding earnings and margins.
Given the potential for growth and market opportunities in SGLT's
core markets of North America and the Nordics, as well as the
company's ambitions to opportunistically expand into new regions
via bolt-on acquisitions, we think the scope for material
improvement in credit ratios beyond our base-case forecast is
rather small. We understand that SGLT and its shareholders have
limited appetite to leverage the company to a level significantly
above the aforementioned debt-to-EBITDA range. We understand that
the company is considering issuing a new secured bond to refinance
the existing bond and to include an option of a tap to finance
potential acquisitions. We think such potential acquisitions would
contribute to SGLT's EBITDA and support its debt-to-EBITDA ratio.

"More importantly, we forecast SGLT will start generating positive
reported FOCF from 2019 despite this year's capex peak, which is
largely related to certain IT infrastructure upgrades.
Consequently, we forecast only marginally positive FOCF this year,
increasing gradually to a positive $10 million-$15 million by 2021
thanks to improving EBITDA and structurally low capex needs of up
to an average of $5 million per year in 2020-2021. Positive FOCF
will underpin SGLT's liquidity while providing a financial cushion
for potential bolt-on acquisitions. We view the continuous positive
FOCF generation as one of the conditions for the current rating.

"We note that SGLT is planning to issue a bond denominated in
euros, a currency that is different from the functional currency of
the company's business (primarily the Danish krone and U.S.
dollar). We view the currency risk as sufficiently mitigated by
management's commitment to hedge material currency mismatches to
ensure that sufficient funds in the same currency are available to
service the bond. Further mitigating factors are the fact that
about 30% of the company's revenues are generated in Danish kroner,
which is pegged to the euro, and our view that the U.S. dollar,
which accounts for about 40% of revenues, is a stable currency.

"The stable outlook reflects our view that SGLT will maintain
above-industry-average revenue growth and gradually improve its
EBITDA margins, resulting in adjusted debt to EBITDA staying below
6.5x, while generating positive FOCF and keeping an ample ratio of
liquidity sources to uses.

"We would lower the rating if SGLT's EBITDA generation trends
significantly below our base-case forecast and FOCF remains
negative without any prospects for a near-term recovery, hampering
liquidity and credit measures such that adjusted debt to EBITDA
exceeds 6.5x. This could happen due to unforeseen operating
adversities, such as the loss of a few key customers and reduced
demand from existing clients; aggressive external growth
initiatives involving increased use of debt not compensated for by
the corresponding growth in earnings; or unexpected material
shareholder remuneration. We could also downgrade SGLT if the
company's liquidity deteriorates such that the ratio of liquidity
sources relative to uses falls below 1.2x for the coming 12
months.

"We view an upgrade over the next 12 months as unlikely since
SGLT's financial sponsor ownership and acquisitive track record
preclude sustained leverage reduction, while SGLT's limited scale,
low absolute EBITDA, and thin profit margins constrain its business
profile. However, we could consider raising the rating in the
medium term if the company significantly increased its scale and
scope of operations--organically and via profitability-enhancing
complementary acquisitions--and improved its profit margins. An
upgrade would also require SGLT to demonstrate a prudent financial
policy and reduce leverage on a sustainable basis. In this respect,
we would need to see adjusted debt to EBITDA fall and remain well
below 5.0x, while also supported by the owners' commitment to
maintain a financial policy that would sustain such improved ratios
on a long-term basis."




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E S T O N I A
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DANSKE BANK: Estonian Branch Enters Liquidation
-----------------------------------------------
The Associated Press reports that Denmark's largest bank says its
Estonian branch, which was involved in a EUR200 billion (US$220
billion) money laundering scandal, has entered liquidation after
winding down banking activities in the Baltic country.

According to the AP, Frederik Bjoern, Danske Bank's chairman of the
liquidation committee, said on Oct. 1 it "has now essentially
closed all banking activities in Estonia," as agreed with the
Estonian financial watchdog in February.

The money laundering scandal is one of the largest of its kind, the
AP states.  It involved dirty money being funneled from 2007 to
2015 mainly from Russia and other former Soviet republics to client
accounts of the Estonian bank subsidiary, the AP discloses.




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F R A N C E
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AUTONORIA 2019: DBRS Finalizes BB Rating on Class E Notes
---------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the Class
A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes
and Class F Notes (the Rated Notes) issued by Autonoria 2019, as
follows:

-- AAA (sf) on the Class A Notes
-- AA (sf) on the Class B Notes
-- A (sf) on the Class C Notes
-- BBB (sf) on the Class D Notes
-- BB (sf) on the Class E Notes
-- B (sf) on the Class F Notes

The Class G Notes are not rated by DBRS.

The rating of the Class A Notes addresses the timely payment of
scheduled interest and ultimate repayment of principal by the legal
final maturity date. The ratings of the Class B Notes, the Class C
Notes, the Class D Notes, the Class E Notes and the Class F Notes
address the ultimate payment of scheduled interest while
subordinated but timely payment of scheduled interest as the
most-senior class and ultimate repayment of principal by the legal
final maturity date.

Autonoria 2019 is a bankruptcy-remote French securitisation fund
jointly established by France Titrisation and BNP PARIBAS
Securities Services. The transaction's notes are backed by a
portfolio of automobile, motorcycle and recreational vehicle
related loans.

The ratings are based on a review by DBRS of the following
considerations:

-- The transaction capital structure, including form and
sufficiency of available credit enhancement.

-- Credit enhancement levels are sufficient to support DBRS's
expected cumulative net losses under various stress scenarios.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repays the Rated Notes according to the terms of
the transaction documents.

-- BNP PARIBAS Personal Finances capabilities with regard to
originations, underwriting and servicing and its financial
strength.

-- An operational risk review of the seller, which is deemed by
DBRS to be an acceptable servicer.

-- The transaction parties' financial strength with regard to
their respective roles.

-- The credit quality, diversification of the collateral and
historical and projected performance of the seller's portfolio.

-- The sovereign rating of the Republic of France, which is
currently rated AAA with a Stable trend by DBRS.

-- The consistency of the transaction's legal structure with
DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions that
address the true sale of the assets to the issuer.

The transaction cash flow structure was analyzed with Intex
DealMaker.

Notes: All figures are in Euros unless otherwise noted.




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G E R M A N Y
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AENOVA HOLDING: S&P Cuts Rating to CCC on Near Term Financing Risks
-------------------------------------------------------------------
S&P Global Ratings lowered its rating on German pharmaceutical
contract manufacturer Aenova Holding GmbH to 'CCC' from 'CCC+'.

The outlook is negative, reflecting the exposure to volatile
conditions in high yield credit markets.

S&P is also lowering its issue rating on the EUR500 million term
loan and EUR50 million RCF to 'CCC' from 'CCC+', and its issue
rating on the subordinated EUR139 million term loan to 'CC' from
'CCC-'.

S&P said, "Aenova is facing a near-term maturity of its EUR500
million term loan B and EUR50 million revolving credit facility
(RCF), and we believe the company could face difficulties
refinancing on time. This is owing to the financing needs of an
ongoing operational turnaround plan, which will result in negative
free operating cash flow (FOCF) in 2019, as well as debt leverage
exceeding 10x EBITDA (or 9x without the inclusion of the
shareholder loans).

"We understand that Aenova is in talks with lenders to refinance or
extend the maturity of its loans in the fourth-quarter 2019 or
first-quarter 2020. We believe Aenova will need a few months to
concrete a refinancing plan, and that it currently depends on
favorable external conditions to meet its maturity.

"The negative outlook reflects our view that Aenova relies on
favorable credit market conditions to refinance its debt due in
September 2020. The company's operational performance has started
to gradually improve, with adjusted EBITDA margins of about 13% in
the first half of 2019. However, we do not expect a return to
positive FOCF generation in 2019.

"We would lower our rating if we believed a default, distressed
exchange, or redemption appeared to be inevitable within the coming
six months, absent any unanticipated, significantly favorable
changes in Aenova's circumstances.

"We would likely take a positive rating action if Aenova
successfully refinances its debt ahead of the September 2020
maturity."


CHEPLAPHARM ARZNEIMITTEL: Moody's Lowers CFR to B2, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Cheplapharm Arzneimittel GmbH to B2 from B1 and its probability of
default rating to B2-PD from B1-PD. Concurrently, Moody's has also
downgraded to B2 from B1 the instrument ratings of the EUR980
million worth of senior secured term loan B3, and EUR310 million of
senior secured revolving credit facility. The outlook has been
changed to stable from negative.

RATINGS RATIONALE

The downgrade to B2 follows the September 30 announcement whereby
AstraZeneca PLC (A3 stable) said it had agreed to sell Losec -- a
proton pump inhibitor -- and associated brands to Cheplapharm for
approximately USD243 million. The acquisition will be partly funded
by debt and increase Cheplapharm's reported leverage to again above
5x by the end of 2019 (it was 5.1x at the end of 2018). This is
equivalent to 5.2x Moody's gross debt/EBITDA compared to its
expectations that leverage would improve to below 4.5x.

Losec is a well-known brand that continues to enjoy a high degree
of brand equity in many markets despite having lost patent
protection a long time ago. The product acquisition provides
Cheplapharm with global rights excluding China, Japan, Mexico and
the United States. Sales in the countries covered by the agreement
reached USD98 million in 2018. AstraZeneca PLC will continue to
manufacture and supply Losec and the associated medicines.

Cheplapharm's operating performance so far in 2019 has been good
and Moody's expects the company to largely deliver results in line
with its budget for this year. As a consequence, the downgrade of
the CFR to B2 is rather reflecting a step-up in the company's pace
of external growth and its expectations that Cheplapharm will
continue to make use of debt to fund further product acquisitions.
Cheplapharm has significantly accelerated its pace of growth over
the last 12 to 18 months. Moody's believes that this pace of growth
might stretch the management's ability to successfully execute on
its acquisitions and growth strategy.

Moody's positively notes that Cheplapharm has materially increased
its headcount across the entire organisation in recent months to
ensure the successful transfer of marketing authorization of
acquired products across all countries. However, this newly hired
qualified personnel needs time to get up to speed in a fast growing
organisation. Moody's also notes that Cheplapharm recently
increased the flexibility under its net senior secured and total
net leverage incurrence debt notwithstanding that the issuer has
not yet used this additional flexibility.

LIQUIDITY

The liquidity profile of Cheplapharm will be good over the next 12
months. Whereas Moody's expects the EUR310 million RCF to be drawn
to finance the Losec transaction, Cheplapharm will continue to
generate strong free cash flow which, in the absence of further
M&A, would allow the company to largely repay drawings on its RCF
during 2020. Moody's would, however, expect Cheplapharm to use its
excess cash flow to fund incremental product acquisitions. As at
June 30, 2019, the company had cash balances of EUR62 million on
balance sheet. The company has an asset light business model with
only modest cash used for working capital and capital expenditure.

STRUCTURAL CONSIDERATIONS

The capital structure of Cheplapharm mainly consists of senior
secured bank debt. The EUR980 million term loan B3 and the EUR310
million RCF rank pari passu and are secured over the same security
package. There are certain operating subsidiaries of Cheplapharm
Arzneimittel GmbH, which are outside of the restricted group. Under
the senior facilities agreement, Cheplapharm can give up to EUR10
million guarantees to these non-restricted subsidiaries, which
Moody's has incorporated in its Moody's adjusted debt.

Moody's adjusted debt figures also include a shareholder loan where
Cheplapharm can elect to pay interest in cash. The shareholder loan
offers a degree of loss absorption capacity in a default scenario
and is included in its waterfall. Its small size of around EUR32
million does not provide any uplift to the senior secured
instrument ratings.

OUTLOOK

The stable outlook reflects Moody's expectations that Cheplapharm
will continue to successfully commercialize its acquired products
-- including overall limited sales erosion, and maintenance of a
high level of profitability - allowing for a continuation of strong
free cash flow. At B2, Moody's considers the credit to be solidly
positioned with a degree of flexibility to pursue further growth
initiatives.

WHAT COULD CHANGE THE RATING UP / DOWN

In view of the recent downgrade, upwards pressure on the rating is
unlikely to materialize in the short term. Over time, positive
pressure could build if the company's leverage -- measured as
Moody's adjusted debt/ EBITDA - were to move below 4.5x on a
recurring and sustainable basis.

Negative pressure could build if leverage as measured by pro forma
Moody's adjusted debt/EBITDA is not sustained comfortably below
5.5x. A deterioration in the group's profitability with EBITDA
margins falling materially and sustainably below 45% could lead to
negative pressure on the rating.

Beyond quantitative factors any delay in marketing authorization
transfers or a sharp deterioration in the profitability of products
post the Transitional Service Agreement period, indicating that
Cheplapharm is operating less effectively, could lead to negative
rating pressure. A deterioration of the group's liquidity profile
could also exert negative pressure on the ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.




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I R E L A N D
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BUSINESS MOBILE: Charities to Lose Thousands in Liquidation
-----------------------------------------------------------
Greg Daly at The Irish Catholic reports that charities stand to
lose thousands of euro after Business Mobile Security Services
(BMSS), a cash-in-transit security company in financial
difficulties, has been revealed to have used client money to prop
up its accounts.

According to The Irish Catholic, the chief operations officer of
BMSS, which trades under the name of Senaca, asked the High Court
this July to liquidate the business, after an examinership process
begun in 2016 saw the Revenue Commissioners receiving just 10% of
the debt owed to it and unsecured creditors receiving just 5% of
the EUR683,000 owed to them.

Last year, however, according to a report by The Currency, company
management began using client funds to keep BMSS afloat, with over
EUR1 million of client money used in just a few months, The Irish
Catholic cites.  An initial investigation by chartered accountant
Joe Walsh found that early estimates that the company was about
EUR1 million in the red were almost certainly seriously
understated, The Irish Catholic discloses.

He believed that the company deficit was more likely to be about
EUR1.7 million, with about EUR2.5 million owed to customers, The
Irish Catholic states.  These customers included the Congregation
of the Passion at Mount Argus, onetime home to the 19th-Century
Dutch priest St Charles of Mount Argus, who are owed EUR49,873,
according to The Irish Catholic.  Other charities owed money
include Trocaire, the Irish bishops' relief and development agency,
the Irish Society for the Prevention of Cruelty to Children and the
Irish Wheelchair Association, The Irish Catholic notes.


ROCKFORD TOWER 2019-1: Fitch Rates EUR9.75MM Cl. F Debt 'B-(EXP)'
-----------------------------------------------------------------
Fitch Ratings assigned Rockford Tower Europe CLO 2019-1 DAC
expected ratings, as follows:

EUR248,000,000 Class A: 'AAA(EXP)sf'; Outlook Stable

EUR31,000,000 Class B-1: 'AA(EXP)sf'; Outlook Stable

EUR5,00,000 Class B-2: 'AA(EXP)sf'; Outlook Stable

EUR25,500,000 Class C: 'A(EXP)sf'; Outlook Stable

EUR27,000,000 Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR23,500,000 Class E: 'BB- (EXP)sf'; Outlook Stable

EUR9,750,000 Class F: 'B-(EXP)sf'; Outlook Stable

EUR38,725,000 subordinated notes: 'NR(EXP)sf'

Rockford Tower Europe CLO 2019-1 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, and second-lien loans. Net proceeds
from the notes will be used to purchase a EUR400 million portfolio
of mainly euro-denominated leveraged loans and bonds. The
transaction will have a 4.5-year reinvestment period and a weighted
average life of 8.5 years. The portfolio of assets will be managed
by Rockford Tower Capital Management, L.L.C.

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

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the 'B'
category. The Fitch-calculated weighted average rating factor
(WARF) of the underlying portfolio is 31.5.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-calculated weighted average recovery rate (WARR) of the
identified portfolio is 69.6%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the
three-largest Fitch-defined industries in the portfolio is
covenanted at 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive obligor concentration.

Portfolio Management

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

Cash Flow Analysis

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

RATING SENSITIVITIES

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

A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the class E notes and a downgrade of up to two
notches for the other rated notes.




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I T A L Y
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ASTALDI SPA: Creditors May Recover Up to 38% of Loan Exposure
-------------------------------------------------------------
Antonio Vanuzzo at Bloomberg News reports that Astaldi SpA's
unsecured creditors may recover up to 38% of their exposure to
EUR3.4 billion (US$3.74 billion) in loans to the ailing Italian
builder, in a restructuring proposal that involves holding equity
in a new entity and the payment of liquidation proceeds, according
to a company presentation.

According to Bloomberg, the presentation posted Oct. 7 on the
Astaldi's website showed that the company is in the process of
revamping its operations as part of a rescue plan that will include
a EUR225 million capital injection by construction company Salini
Impregilo in exchange for a 65% stake.

The restructuring also involves the split of Astaldi into two
companies -- one will concentrate so-called good assets, while the
other will be comprised of non-core assets and will be liquidated,
Bloomberg discloses.  The unsecured creditors will receive a 29%
stake in the new company in addition to the liquidation proceeds,
Bloomberg notes.

Bondholders will meet in January and creditors will vote on the
plan on Feb. 6, Bloomberg states.  A Rome Court is scheduled to
rule on the plan by June 2020, Bloomberg discloses.

Lenders will also support the company by providing EUR200 million
of revolving facilities after the restructuring plan is approved by
the Rome Court, according to Bloomberg.

About EUR165 million euros of the fresh capital will be used to pay
pre-deductible and secured debts, with the remainder going toward
supporting the business, Bloomberg says.

Before the court approves the plan, Italian challenger bank
Illimity and Salini Impregilo will grant EUR200 million of interim
financing, while other banks will provide EUR384 million of bonding
lines, Bloomberg relays.  Post restructuring, Astaldi is scheduled
to generate a EUR2.3 billion turnover, and earnings before
interest, taxes, depreciation, and amortization of EUR130-EUR140
million, Bloomberg states.

As reported by the Troubled Company Reporter-Europe on Aug. 8,
2019, Bloomberg News related that the Court of Rome admitted
Astaldi S.p.A. to the composition with creditors procedure on a
direct going concern basis.  According to Bloomberg, the court's
admission was based on the positive valuation of the composition
proposal and plan filed by Astaldi in compliance with the offer
received from Salini Impregilo S.p.A.

Astaldi, the country's second largest builder behind Salini, is
under bankruptcy protection.




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L U X E M B O U R G
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CONSTELLATION OIL: S&P Affirms 'D' Issuer Credit Rating
-------------------------------------------------------
S&P Global Ratings affirmed its global scale 'D' issuer credit and
issue-level ratings on Constellation Oil Services Holding S.A.
(formerly QGOG Constellation S.A.). The company filed for judicial
reorganization after it missed the cash interest payments on its
2019 and 2024 notes that were due Nov. 9, 2018.

An amended reorganization plan was approved by the majority of
creditors and a Brazilian court on July 1, 2019, and is subject to
the ratification of Chapter 15 proceedings by a U.S. court. S&P
will reassess its ratings on Constellation once the reorganization
process is duly defined, but the timing for it is still uncertain
at this point.




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N E T H E R L A N D S
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OCI NV: S&P Assigns 'BB' Rating on $1.1BB Senior Secured Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issue rating to the
proposed about $1.1 billion senior secured notes by OCI N.V.
(BB/Stable/--) with targeted maturity of five years. S&P assigned a
recovery rating of '3' to the proposed notes, indicating its
expectation of meaningful recovery (50%-70%) in the event of a
payment default.

The issuance includes U.S.-dollar and euro-denominated tranches.
OCI, a Netherlands-headquartered producer and distributor of
nitrogen-based fertilizers and commodity chemicals intends to use
the net proceeds to repay its existing debt, including term loan A
(TLA) at OCI N.V., term loan B at OCI Beaumont, and the drawings
under OCI N.V.'s revolving credit facility (RCF). The transaction
will not affect the group's leverage.

The proposed senior secured notes rank pari passu with the existing
$1.15 billion senior secured notes due 2023 and the $700 million
senior secured RCF (not rated) of OCI N.V., sharing the same
security package. S&P notes that OCI intends to add OCI Beaumont to
the guarantor group for the notes. The recovery rating on OCI's
existing senior secured notes is '3', which reflects its
expectation of meaningful recovery (50%-70%) in the event of a
payment default.

As of June 30, 2019, other debt in OCI's capital structure includes
a total of nearly $1 billion prior-ranking liabilities, including
factoring facilities and senior secured credit facilities at
operating subsidiaries that are not guarantors for the notes. S&P
notes that the $1.16 billion project finance debt at subsidiary
IFCo is ring-fenced from other entities in the group, and we
exclude it from the waterfall.

S&P said, "We believe the proposed notes issuance will improve
OCI's maturity profile and further simplify its capital structure.
With the full repayment of the TLA and the facilities agreement
amendment, we also expect to see improving headroom under its
financial covenants."

The issue rating and recovery rating are subject to S&P's review of
the final issuance documentation.




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P O R T U G A L
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CAIXA ECONOMICA MONTEPIO: DBRS Confirms BB LongTerm Issuer Rating
-----------------------------------------------------------------
DBRS Ratings GmbH confirmed the ratings of Caixa Economica Montepio
Geral, S.A. (Banco Montepio or the Bank), including its Long-Term
Issuer Rating at BB and the Short-Term Issuer Rating at R-4. The
trend remained Negative on the Long-Term Issuer Rating and Stable
on the Short-term debt. The Banks's Intrinsic Assessment (IA) has
been maintained at BB and the Support Assessment remains at SA3.

KEY RATING CONSIDERATIONS

The confirmation of the ratings takes account the recent progress
made by the Bank in reducing its problem assets by means of
disposals, as well as improved capital buffers following the
issuance of EUR 100 million in subordinated debt in April 2019.
Nonetheless, the Negative Trend reflects the downside risks from
the Bank's ongoing weak profitability in a tough environment with
persistent revenue stress from lower interest rates and highly
competitive pressure, as well as increasing pressure to reduce the
remaining high stock of problem assets. In addition, in DBRS's
view, the Bank continued to face instability in their corporate
governance and challenges with its restructuring plan.

RATING DRIVERS

A return to a stable trend would require further improvements in
asset quality supported by adequate capital buffers, as well as a
stabilization of revenues and some improvement in profitability.

Negative pressure on the Issuer Rating could arise if the Bank
fails to stabilize its revenues or improve efficiency. Negative
implications could also arise from a weakening of the capital
buffers or instability in the customer deposit base. Lack of
success in strengthening the Bank's organizational structure would
also be viewed negatively.

RATING RATIONALE

Banco Montepio is a small bank with total assets of around EUR 19
billion at June 2019 and is majority owned by the Montepio Geral
Associacao Mutualista (MGAM). In the highly competitive market of
Portugal, the Bank has kept its market position for deposits,
whereas its market share for loans has steadily declined. The Bank,
which has experienced high management turnover, is implementing a
restructuring plan aiming at strengthening its balance sheet and
organization. Although some progress has been made, in DBRS's view,
further actions are needed to strengthen the Bank's corporate
governance, risk control and competitive position.

The Bank's profitability remains weak. In 1H 2019, Banco Montepio
posted a net result of EUR 3.6 million, down from EUR 15.8 million
in the same period of 2018 mainly as a result of lower revenues and
higher tax expenses. The net interest income (NII) fell by 11% YoY
due to the combination of lower interest rates and reducing lending
volumes. The Bank is highly sensitive to interest rate changes. At
the same time, the total fee income was largely flat while the
trading income on the Bank's portfolio of Sovereign securities
continues to remain volatile.

The pressure on revenues was partially offset by lower operating
costs and lower loan impairments in 1H19. Nonetheless, the Bank's
cost-to-income ratio remains high at 68%, while the large stock of
Non-Performing Exposures (NPEs) will likely continue to impact the
total cost of risk.

DBRS recognizes that Banco Montepio has made some progress in
reducing its stock of problem assets, mainly by means of disposals.
Over the recent period, the Bank completed NPE disposals for a
total consideration of EUR 560 million. Including the disposal of
July 2019, Banco Montepio's NPE stock (pro-forma) at 1H 19,
decreased by 27% YoY while the NPE ratio (European Banking
Authority (EBA) definition) was reported at 12.9%, down from 15.8%
in 1H 2018. Despite this reduction, the Bank's asset quality
remains significantly weaker than the European average.

The Bank is largely funded by deposits, which accounted for around
74% of their total funding sources in 1H 2019. The customer
deposits have stabilized after a period of significant stress in
2017. Accessing the unsecured wholesale market, however, remains
more challenging and costly. In terms of liquidity, Banco Montepio
maintains a sizable stock of eligible liquid assets with a
comfortable LCR ratio at 197%, up from 152% in 1H 2018. The Bank's
NSFR strengthened to 104%, from 99.5% in 1H 2018. This level,
however, continues to remain below the peer average.

The Bank's regulatory capital buffers strengthened following the
issuance of Tier 2 bonds for EUR 100 million. Some capital relief
also came from the reduction in RWAs. Nonetheless, the Bank's
capital position remains vulnerable taking into account its weak
internal capital generation and high stock of unreserved NPEs.

In 1H 2019, Banco Montepio's total capital ratio, phased-in, was
reported at 15.2%, up from 13.6% in 1H 2018, while the CET1 ratio
remained largely stable at 13.7%. On a fully loaded basis,
including the impact from IFRS 9 and Deferred Tax Assets, the Bank
reported its total capital ratio and CET1 at 13.4% and 11.9%,
respectively. These ratios are at the lower end of the Bank's peer
group.

The Grid Summary Grades for Banco Montepio are as follows:
Franchise Strength – Moderate;
Earnings Power – Weak;
Risk Profile – Moderate/Weak;
Funding & Liquidity – Moderate/Weak;
Capitalization – Weak.

Notes: All figures are in Euro unless otherwise noted.


CAIXA ECONOMICA MONTEPIO: Fitch Gives B-(EXP) on Non-Preferred Debt
-------------------------------------------------------------------
Fitch Ratings assigned CAIXA ECONOMICA MONTEPIO GERAL, Caixa
economica bancaria, S.A.'s (B+/Stable) senior non-preferred debt a
'B-(EXP)' expected long-term rating and a 'RR6' Recovery Rating.
The debt will be issued under the bank's existing EUR6 billion Euro
Medium Term Note programme.

The assignment of a final rating is contingent on the receipt of
final documents conforming to the information already received. The
rating is assigned to the debt programme. There is no assurance
that notes issued under the programme will be assigned a rating, or
that the rating assigned to a specific issue under the programme
will be the same as the rating assigned to the programme.

The introduction of this new debt class does not affect Banco
Montepio's 'B-' long-term senior debt rating, which following
legislative changes in Portugal in March 2019 became senior
preferred obligations of the bank.

KEY RATING DRIVERS

Fitch has rated Banco Montepio's senior non-preferred debt in line
with the bank's long-term senior preferred debt rating and two
notches below the bank's Long-Term Issuer Default Rating (IDR) of
'B+', reflecting Fitch's view that recovery prospects for the
bank's senior preferred and non-preferred creditors in resolution
or liquidation are poor. This results from full depositor
preference, which was introduced in Portugal in March 2019, and
Banco Montepio's weak asset quality and high capital encumbrance
from unreserved problem assets. Fitch estimates that the bank's
capital encumbrance (as measured by unreserved Stage 3 loans, net
foreclosed assets, investment properties and corporate
restructuring and real estate funds / Fitch Core Capital) was about
170% at end-June 2019. This level leaves the bank's capitalisation
highly vulnerable to even moderate asset quality shocks, although
Fitch expects further material improvements by year-end.

Banco Montepio's current liability structure essentially relies on
customer deposits and secured or other forms of preferred funding
(e.g. repos, covered bonds, securitisations and central bank
funding). Funding through senior preferred or subordinated
instruments is very limited at this stage and the bank has not yet
issued senior non-preferred debt. This reduces recovery prospects
for senior preferred and non-preferred creditors in resolution or
liquidation.

Fitch believes the difference in default risk between senior
preferred and senior non-preferred debt will be very small until
the bank has built significant buffers of senior non-preferred and
junior debt, which will take time, in Fitch's view.

Senior non-preferred debt constitutes a new senior debt class under
Portuguese law. It was introduced in March 2019 when the amendment
to the Portuguese Liquidation Act (199/2006 Decree Law)
implementing EU Directive 2017/2399 into Portuguese law came into
force. In accordance with the new Article 8-A of the Decree Law, in
insolvency, senior non-preferred obligations rank junior to other
senior claims and senior to any junior claims.

RATING SENSITIVITIES

The long-term senior non-preferred debt rating is primarily
sensitive to Banco Montepio's Long-Term IDR, which is itself
sensitive to the bank's Viability Rating. It is also sensitive to
the increase in the amounts of senior non-preferred debt or
subordinated liabilities issued by Banco Montepio. This is because
in a resolution or liquidation, losses could be spread over a
larger debt layer resulting in lower losses and higher recoveries
for senior bondholders, which may lead to a higher long-term senior
non-preferred debt rating.

ESG CONSIDERATIONS

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

Banco Montepio has an ESG Relevance Score of 4 for governance
structure. Alleged disagreements between Banco Montepio's previous
management team and the bank's shareholder, Montepio Geral
Associacao Mutualista (MGAM), led to the nomination and appointment
of a new management team, within a new governance model framework,
in functions since March 2018. The stabilisation of the bank's
management and board of directors is taking longer than expected,
in Fitch's opinion. This reflects a less developed corporate
governance than those of its domestic peers, although the bank has
been making progress. Banco Montepio's governance structure could
have a negative impact on the bank's credit profile, if it led
notably to a slower execution of the bank's restructuring plan
and/or commercial franchise erosion. It is relevant to Banco
Montepio's rating in conjunction with other factors.




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R U S S I A
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HAMKORBANK JSCB: S&P Alters Outlook to Positive & Affirms B+/B ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Uzbekistan-based
Hamkorbank JSCB to positive from stable. At the same time, S&P
affirmed its 'B+/B' long- and short-term issuer credit ratings on
the bank.

S&P believes that Hamkorbank's creditworthiness may benefit from
the bank's long track record of sustainably high operating
performance, supported by its solid franchise in commercial banking
in Uzbekistan, especially in retail and SME lending.

Over the past two years, Hamkorbank sustained its leading positions
in micro, SME, and retail lending despite increasing competitive
pressure from state-owned banks. Hamkorbank's market share in
retail deposits increased to 8.1% by mid-2019 from 5.4% at
end-2017, while its market share in unsecured retail lending was
close to 6.8% as of mid-2019. Despite constraints on its net
interest margin, the bank maintained solid profitability, with ROAE
of 30%-35% in 2018-2019. S&P notes that the bank's diversified
business mix -- with about one-third of its loans provided to large
corporate customers and the rest almost evenly spread to SME and
retail customers -- support the bank's business stability.

In 2018, the Swiss Development Fund, the "responsAbility
Participations Aktiengesellschaft," became the bank's new
international shareholder when it acquired a 7.66% stake from the
International Finance Corporation (IFC); the fund will acquire 5.0%
of additional issuance of ordinary shares before end-2019. The IFC
and the Dutch Development Bank continue to hold shares of 7.66% and
15.3% stakes, respectively. The bank's founder, Mr. Ikram
Ibragimov, retains control of the bank. In our view, Hamkorbank
will continue benefiting from international investors in its
capital through better corporate governance, enhanced expertise and
risk management in SME lending, and new funds in the form of
capital and credit facilities.

S&P said, "We expect that Hamkorbank will maintain adequate
capitalization; we project our risk-adjusted capital (RAC) ratio
for the bank will increase to 8.1%-8.3% over the next 12-18 months
from 7.7% at end-2018. We assume that the bank's lending growth
will gradually slow to 30%-40% in 2019-2020 from 58% in 2018, while
the bank's profitability will remain high with ROAE between 25% and
30%. As of Sept. 1, 2019, the bank's prudential capital adequacy
ratio (CAR) was 14.3% versus the regulatory minimum of 13.0%. We
think that the bank will likely maintain its CAR above 14% over the
next two years and not put its capital position in risk of
breaching the regulatory minimum."

The bank's asset quality has remained broadly stable over the past
two years, with new credit losses sustainably below 100 basis
points. The bank's Stage 3 loans stood at 3.6% at end-2018--a
notable increase from 1.2% a year earlier that stems from a
technical delinquency of a large borrower. This loan became
performing again at the beginning of 2019. S&P said, "As a result,
we expect the bank's Stage 3 loans will recover in 2019 to the
1.5%-2.0% range, which is in line with the system average. In our
view, the bank's generally good asset quality reflects its
relatively sound risk-management practices, sound expertise in the
traditional business areas of micro and SME lending, and advanced
scoring models developed with the assistance of the IFC."

Over the past year, the bank has progressed significantly in
reducing concentrations of its depositor base and lengthening its
term structure, which was part of the bank's previous strategic
initiatives. Growing retail deposits (+100% for 2018-2019) and
reducing large balances from corporate customers helped to achieve
these goals. At end-2018, the top-20 depositors represented 35%
(versus 55% in 2017), and time deposits represented 67% of the
bank's depositor base (versus 39%). Long-term project funds
attracted from IFIs, which represents about 41% of total
liabilities as of Sept. 1, 2019, are still an important source of
SME and retail lending and uphold the bank's funding base. The
bank's key funding and liquidity metrics remain broadly comparable
with peers'.

S&P now considers Hamkorbank a systemically important financial
institution for Uzbekistan. This stems from its large share in the
system-wide retail deposits and material position on the market of
unsecured retail lending. As of mid-year 2019, the bank served
about three million retail customers and approximately 45,000
private corporates in the country, positioning the bank in the
top-3 largest banks in the country by client base. S&P believes
that there is a moderate likelihood that Hamkorbank would receive
extraordinary government support if needed. This does not lead to
any uplift to the ratings on the bank since the bank's credit
quality is already very close that of the sovereign.

The positive outlook on Hamkorbank indicates the possibility of an
upgrade in the coming 12 months. This is based on our view that the
bank's creditworthiness may improve if it continues to demonstrate
high profitability and to be a leader in commercial banking, while
keeping adequate capital buffers and asset quality.

A positive rating action in the next 12 months would hinge on the
bank continuing to increase its business volumes in SME and retail
banking, as per its strategy. This would support the bank's margin
and profitability and allow it to withstand intensifying
competition from the state-owned banks. Sustainably high earnings
capacity, exceeding that of peers' and supporting the bank's
capital position, may also prompt us to upgrade the bank. A
positive rating action is only possible, however, if the bank
maintains prudent risk and capital management, with local capital
regulatory ratio remaining sustainably above 14% and with credit
losses no higher than those of peers with a similar business mix.

S&P said, "We could consider a negative rating action if we saw the
bank pursue a more aggressive capital policy that dropped our
forecast RAC ratio to below 7% or with a buffer to minimum
regulatory threshold remaining sustainably below 100 basis points,
which could jeopardize compliance with the regulatory ratio. We
could also consider a downgrade if we saw Hamkorbank demonstrate
higher-than-expected lending growth with credit losses and problem
assets exceeding those of peers."


KOKS PJSC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on Russian coke and pig
iron producer Koks PJSC.

S&P said, "We are affirming the ratings on Russian coke and pig
iron producer Koks because we believe that the decline in the
company's EBITDA in the first-half 2019 was a one-off, and coal
production will pick up in the second half of the year. This should
allow Koks to maintain funds from operations (FFO) to debt above
12% and broadly neutral free operating cash flow (FOCF) over
2019-2021.

"We understand that coal production declined by 30% in first-half
2019 due to varying operational issues at the recently opened
Butovskaya and Tikhova mines. With lower coal production, the
company was forced to purchase more expensive coal externally,
resulting in weak EBITDA in first-half 2019. We expect Koks will
resolve these operational issues in the second half of the year,
leading to a full year coal production decline of about 10%." In
2020, ramp-up at both mines should continue, with growth of up to
30%. Growth in coal production is particularly important because
the company aims for 100% sufficiency in coal production when both
new mines achieve target production levels. This should support
Koks' profitability because third party coal is more expensive than
that produced internally.

As Koks is only 65% self-sufficient in iron ore, higher iron ore
prices also contributed, although to a smaller extent that
declining coal production, to its weaker results. S&P said, "We
expect prices will decrease over 2020-2021 since the current
commodity cycle is coming to an end, thereby providing additional
support to Koks' profitability. We note, however, that the company
will remain dependent on external iron ore supplies, and therefore
exposed to volatility in its prices."

The decline in EBITDA in first-half 2019 also has implications on
liquidity, with the company exceeding the 4x net debt-to-EBITDA
covenant on a bank line. The company received a waiver from the
bank, but we calculate the headroom under the covenants will not
exceed 10% for the full year. This led S&P to revise the assessment
of Koks' liquidity to less than adequate, even if the debt maturity
profile for 2019-2020 is not challenging.

The launch of Tula Steel, a related-party steel mill, in summer
2019 was an important milestone for Koks. Even if it is not part of
the group, Tula Steel will be an important customer as it will
fully rely on supplies of pig iron from Koks. The launch of Tula
Steel should benefit Koks through increased sales of pig iron in
the Russian market and lower transportation costs as Tulachermet, a
pig iron producer, and Tula Steel, its consumer, are located next
to each other. The launch of the fully operational plant also
materially reduces the risk of further cash outlays from Koks,
which has spent about Russian ruble (RUB) 15 billion in the form of
loans over the last four years. In S&P's base case, it does not
assume any material repayments of these loans soon.

Amid lower EBITDA generation, Koks is continuing to invest in a
number of expansion projects. These include blast furnace
modernization, power generation upgrades, a new air separation unit
at Tulachermet, the group's key asset, and expansion at Polema, a
powder metallurgy plant where Koks is expanding production and
modernizing existing lines. Most of these projects are
discretionary and S&P understands annual capital expenditure
(capex) may vary between RUB7 billion-RUB12 billion, depending on
market conditions. Depending on capex, free cash flow might turn
positive or negative, possibly leading to more or less rapid
improvement in credit metrics. The company recently reiterated its
ambition to reduce net debt to EBITDA to about 2.0x from 4.7x for
the 12 months ended June 30, 2019.

S&P said, "The stable outlook reflects our view that the decline in
Koks' coal production will be resolved in the second half of 2019,
and will ramp up in 2020-2021, leading to improving operating and
financial results. In particular, we expect group's FFO to debt
will be sustainably above 12% after 2019, when we expect it will be
about 11.5%-12.5%. We also expect Koks' FOCF will be broadly
neutral over the next 12 months. The stable outlook also reflects
that Koks will not breach its covenants and will obtain waivers in
a timely manner if the risk of breach materializes.

"We could lower the rating if Koks' coal output does not recover,
leading to FFO to debt reducing to below 12% for a prolonged
period. Rating pressure could also materialize in case of a sudden
commodity price decline, notably in pig iron, Koks' main product.
This would lead to lower margins, weaker metrics, and consistently
negative FOCF generation. We could also lower our rating if the
company's liquidity deteriorates, should the company be unable to
receive waivers in case it breaches covenants due to lower EBITDA
generation.

"We view upside for the rating as unlikely in the next 12 months.
We would consider an upgrade if production increases more rapidly
that we anticipate, while pig iron prices remain more favorable
than we assume. This could support more meaningful deleveraging,
and could translate into FFO to debt improving to about 30%
(roughly corresponding to S&P Global Ratings-adjusted debt to
EBITDA ratio of 2.3x), which we would see as commensurate with a
higher rating."

Koks is a Russia-based producer of pig iron and metallurgical coke.
It is one of the world's main exporters of pig iron, close to 18%
by volume in 2018. It is vertically integrated: it owns coal and
iron ore mines that enhance its self-sufficiency, supporting EBITDA
margin of about 20%.

In 2018, Koks produced 2.3 million tons of pig iron and 2.5 million
tons of coke, reaching revenue of RUB89.6 billion and EBITDA of
RUB17 billion.


URALKALI PJSC: Moody's Alters Outlook on Ba2 CFR to Positive
------------------------------------------------------------
Moody's Investors Service changed to positive from stable the
outlook of Uralkali PJSC and has affirmed the company's Ba2
corporate family rating and Ba2-PD probability of default rating.

Concurrently Moody's has assigned a Ba2 senior unsecured rating to
the proposed loan participation notes to be issued by Uralkali
Finance Designated Activity Company for the sole purpose of
financing a loan to Uralkali. The outlook on Uralkali Finance DAC
is positive.

RATINGS RATIONALE

RATIONALE FOR CHANGING THE OUTLOOK TO POSITIVE AND AFFIRMING Ba2
CFR AND Ba2-PD PDR

The change of Uralkali's outlook to positive and affirmation of its
ratings primarily reflect the company's ongoing consistent
deleveraging with its adjusted debt/EBITDA reducing to 3.2x in the
12 months ended June 2019 from 4.7x in 2017 and 5.8x in 2016
supported by its strong market position and high cost
competitiveness and further reinforced by the recovery in the
global potash market in 2018.

Moody's expects Uralkali's strong profitability and cash flow
generation, coupled with softer but still fairly stable market
conditions, to help the company continue deleveraging to 3.0x and
below over the next 12-18 months including via reducing its debt
level in absolute terms. The expectation factors in Uralkali's
rising investments into expansion projects to be fully covered by
strong internal cash flow, as well as a degree of flexibility, as
reflected by the company's ability to adjust capital spending in
line with market conditions and cash flow generation.

Despite the persisting risks related to shareholder distributions
in various forms including substantial loans, Uralkali provides to
its owners, Moody's expects Uralkali to pursue a fairly balanced
approach to any potential payouts, with no material pressure on
credit metrics and liquidity, and in line with a new more
conservative financial policy.

Uralkali's Ba2 rating continues to positively reflect its (1)
sustainable position as a leading global potash producer in the
consolidated potash market; (2) high profitability, underpinned by
the company's large mining reserves and low cost base; and (3)
access to long-term bank and capital markets funding, which
supports sound liquidity.

At the same time, Uralkali's rating is constrained by the company's
(1) susceptibility to the cyclical global fertiliser market; (2)
single commodity (potash) concentration, with exposure to potash
price volatility, along with the inherent environmental and mining
risks; and (3) exposure to corporate governance risks related to
the concentrated ownership structure.

RATIONALE FOR ASSIGNING Ba2 RATING TO THE PROPOSED NOTES

The issuer of the notes - Uralkali Finance DAC - is a designated
activity company incorporated under the laws of Ireland. The notes
will be issued for the sole purpose of financing a loan to
Uralkali, which is the main operating company and the ultimate
parent company of the group. The notes will be secured by the
charge on all amounts payable by Uralkali to Uralkali Finance DAC
under the loan agreement between the two companies. Therefore, the
noteholders will rely solely on the company's credit quality to
service and repay the debt. The loan will be a senior unsecured
obligation of Uralkali.

The Ba2 rating of the proposed notes is at the same level as
Uralkali's corporate family rating, which reflects Moody's view
that (1) the notes will rank pari passu with other unsecured and
unsubordinated obligations of the company; and (2) the company has
no secured debt in its capital structure.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

As an owner and operator of mines, Uralkali remains exposed to the
inherent environmental, social, and mining risks, which could
involve additional costs and investments and decrease production
capacity. Thus, flooding forced the company to close its
Berezniki-1 mine in 2006, while a brine inflow accident at
Solikamsk-2 in 2014 triggered gradual reduction in company's
production capacity of the mine and development of the liquidation
plan with the related repairs and remediation expenses to be
completed in 2028 . According to the Russian law, Uralkali is also
required to backfill cavities that result from its mining
activities and incur additional social and environmental
obligations to liquidate the adverse effect of its mining
operations and accidents. Overall, as of June 2019, the company's
total provisions for filling cavities and mine flooding stood at
around $312.7 million and $11.6 million respectively.

Uralkali's fairly concentrated ownership structure involves higher
corporate governance risks and lower visibility into the company's
corporate actions in the longer term, which might negatively affect
its credit profile. In particular, the share buybacks in 2015-17,
which adversely coincided with falling potash prices, increased
Uralkali's leverage to far above its at that time internal target
of 2.0x unadjusted net debt/EBITDA, signaling the company's shift
towards a more aggressive financial policy. At the same time,
Moody's notes Uralkali's consistent focus on deleveraging
thereafter. In addition, while the company continues to issue
substantial shareholder loans, the payouts are made in line with
its more balanced new financial policy. The risk of concentrated
ownership is also partly mitigated through the oversight of four
independent directors out of the total nine in the board of
directors.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Uralkali's strong positioning within
the current rating category and the possibility of an upgrade over
the next 12-18 months.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The rating could be upgraded if Uralkali were to (1) improve and
sustain its adjusted debt/EBITDA below 3.0x and retained cash
flow/debt above 15% across various price scenarios for potash; (2)
continue reducing its absolute debt level, as planned; (3) preserve
good liquidity; and (4) maintain a balanced approach to investment
strategy and shareholder distributions with no material pressure on
its financial metrics and liquidity.

Moody's could downgrade the rating if there was a material
weakening of potash prices or Uralkali's increased tolerance to
higher leverage lead to a substantial deterioration in its
liquidity and financial performance, with debt/EBITDA materially
exceeding 4.0x and retained cash flow/debt falling below 10%, on a
sustained basis. Any exposure to potential event risk will be
assessed by Moody's separately.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

COMPANY PROFILE

Headquartered in the Berezniki Perm region of Russia, Uralkali is
one of the few largest potash producers by capacity globally.
Approximately 80% of Uralkali's sales in terms of value is
exported, mainly to Latin America, Southeast Asia, China, and India
and Europe. For the 12 months ended June 2019, Uralkali generated
revenue and adjusted EBITDA of around $2.9 billion and $1.6
billion, respectively. Following the share buybacks, quasi-treasury
shares account for around 56% of the company's capital, while the
two major shareholders, Uralchem JSC and Rinsoco Trading Co.
Limited, hold around 20% each as of the end of September 2019.


URALKALI PSJC: Fitch Alters Outlook on BB- LT IDR to Positive
-------------------------------------------------------------
Fitch Ratings revised the Russian chemical group Uralkali PSJC's
Outlook to Positive from Stable and affirmed its Long-Term Issuer
Default Rating at 'BB-'. Fitch has simultaneously assigned Uralkali
Finance DAC's proposed issue of loan participation notes an
expected senior unsecured rating of 'BB-(EXP)'.

The Notes' final rating is contingent on the receipt of final
documentation conforming to information already received and
further details regarding the Notes' amount and tenor.

The Positive Outlook reflects the gross debt reduction, improved
leverage metrics and Fitch's expectations of a more conservative
financial policy. Fitch now expects the FFO net leverage to remain
at about 3.5x levels over the rating horizon vs. 4.4x achieved in
2017.

The current rating level also incorporates Uralkali's strong
business profile with global leadership in potash output and
Fitch-adjusted EBITDA margins of about 50% through the cycle, as
well as leverage commensurate with the 'BB' rating category.

KEY RATING DRIVERS

Structure of the Notes: The transaction is structured in the form
of a loan from the issuer, Uralkali Finance DAC, an Ireland-based
designated activity company, to the borrower, Uralkali PJSC
(Uralkali). The Notes are limited recourse obligations of the
issuer under a trust deed.

The loan constitutes an unsecured obligation of Uralkali and will
rank pari passu with all unsecured and unsubordinated debt.
Covenants applicable to Uralkali and material subsidiaries include
an incurrence covenant of 3.5x net debt/EBITDA and negative pledge.
The negative pledge applies to bank debt and capital market
issuance, with scope for secured debt outside of the negative
pledge detailed in the permitted liens definition.

Of Uralkali shares 55.26% are pledged under a facility agreement
entered into by one of the group's shareholders and Sberbank in
December 2017. Fitch does not consider this financial obligation as
prior-ranking debt, as the treasury shares are not required for
production of the company's products.

Notes Assessed with Average Recovery Prospects: Fitch generally
would consider notching down a debt instrument if prior ranking
debt reaches 2x-2.5x EBITDA. Prior ranking debt represents
financial obligations that are secured against assets required for
day-to-day operations, including inventories, receivables and real
assets such as PP&E and mining resources. Considering the current
capital structure and Fitch's expectations of a new, more
conservative financial policy, Fitch has assessed that prior
ranking debt should remain below the 2x-2.5x threshold over the
rating horizon. As a result, Fitch decided to align the senior
unsecured rating of the Notes with Uralkali's Long-Term IDR.

Debt Reduction Supports Outlook: Fitch-adjusted gross debt
decreased to USD5.4 billion at end-June 2019 from USD7 billion
between end-2016 and end-1H18. Fitch assumes dividend distributions
may resume in the next two years if the group completes its
reorganisation and cancels quasi-treasury shares (about 56.8%) held
by its subsidiary Uralkali-Technology. In the meantime, Fitch
expects the group to continue to provide shareholder loans instead
of dividends. The loan balance is currently about USD500 million
and Fitch assumes that the balance will further increase in
2H19-2021.

Fitch also assumes that Uralkali will balance shareholder
distributions against investment needs to maintain a more
conservative financial policy. This ultimately translates into a
forecast fund from operations (FFO) adjusted net leverage at about
3.5x over the rating horizon.

Uncertain Market Conditions: 1H19 prices achieved a
higher-than-expected level. However, signs of weakening demand have
emerged, coupled with expected supply capacity increase in the CIS.
Furthermore, although not its base case, higher potash prices may
encourage Canadian producers to restart idled plants and add new
capacity. Fitch expects the combination of these factors to limit
price gains in the medium term. However, production curtailments
have been announced by a majority of potash producers to protect
prices in the near term.

Capex Deferrals Offer Flexibility: Fitch assumes that Uralkali is
able to mitigate long-term pricing pressure through delaying a
portion of its expansionary capex. There have been a number of
deferrals in potash expansion projects across the industry in the
past, including BHP Group Plc's (A/Stable) Jansen and PJSC Acron's
(BB-/Stable) Verkhnekamsk.

Emerging Markets and Industry Risks: Rating constraints include
Uralkali's exposure to the potash demand cycle, which, combined
with the high contribution of developing markets to revenue,
implies, in Fitch's view, higher earnings volatility than for more
diversified peers. These markets present strong growth potential,
but they also tend to exhibit more erratic demand patterns than
mature agricultural regions. Operational risks are also higher in
potash mining than in production of other fertilisers, as
water-soluble salt deposits are susceptible to flooding as
evidenced by the issues at different potash mines across the world,
including Uralkali's Solikamsk 2 mine incident in 2014.

DERIVATION SUMMARY

Uralkali's strong business profile is underpinned by a leading cost
position amid its potash peers supporting adjusted EBITDA margins
of about 50% and positive FCF generation through the cycle. Its
closest Fitch-rated EMEA fertilizer peers include PJSC PhosAgro
(BBB-/Stable) and OCP S.A. (BBB-/Stable), all with low-cost mining
operations and strong global market outreach.

Uralkali's leverage has been driven by significant share buybacks
over the past years, although there has been stricter financial
discipline in recent years. This is unlike its leveraged peers,
which have accumulated debt due to intensive capex.

Fitch has also relaxed Uralkali's positive sensitivity to 3.5x from
3x to align it to those of other Fitch-rated fertilizers peers,
including Eurochem (BB/Stable) with a negative sensitivity of
3.5x.

Fitch has taken into consideration that Uralkali generates strong
free cash flow before distributions and management has ample
headroom to steer the financial profile. Given its expectations of
a more conservative financial policy, Fitch views transactions
pursued by shareholders with a material effect on leverage are a
matter of the past. This lead to Fitch's decision of relaxing the
positive rating sensitivity to 3.5x from 3.0x previously.

No parent/subsidiary linkage or Country Ceiling constraint were in
effect for these ratings.

KEY ASSUMPTIONS

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

Fitch Price Deck for Potash FOB Vancouver: USD260/ton in 2019,
followed by progressive price declines to USD240/ton in 2020,
USD230/ton in 2021 and USD220/ton in 2022

RUB/USD at 66 in 2019; 67 in 2021 and 2022; 68 in 2023

Capex at about 16% of capital intensity over 2019-2022

Shareholder distributions (dividend pay-outs or share buybacks) may
resume from 2021, rising from USD250 million to about USD400
million over 2021-2022

Cash outflows of USD103 million in 2019; 150 million in 2020 and
200 million in 2021 for the loan issued by Uralkali to its
shareholder and/or their affiliates.

RATING SENSITIVITIES

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

Positive FCF coupled with FFO adjusted net leverage sustainably
about or below 3.5x.

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

Further market pressure or an aggressive financial policy resulting
in sustained leverage pressure with FFO adjusted net leverage
expected to be significantly above 4x.

Aggressive shareholder actions that are detrimental to Uralkali's
credit profile, indicating weaker corporate governance.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Adequate: As at end-June 2019, Uralkali had USD0.4
billion cash vs. USD1.7 billion of short-term debt. Additionally,
the group has USD3.9 billion committed undrawn credit lines with
Sberbank, which could be gradually drawn from November 23, 2019.
Liquidity is also supported by positive free cash flow generation.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - 6x multiple applied to rental expenses of USD3 million
    and added to end-2018 debt.

  - USD151 million of trade receivables sold in 2018 were
    added back to end-2018 current assets and to liabilities
    as secured debt.

  - Net balance of USD99 million of derivatives reclassified
    as debt at end-2018.




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

CAJAMAR 1 FT: DBRS Hikes Rating on Notes to B(high)
---------------------------------------------------
DBRS Ratings GmbH took rating actions on the notes issued by IM BCC
Cajamar 1 FT (Cajamar 1), IM Cajamar 5 F.T.A. (Cajamar 5) and IM
Cajamar 6 F.T.A. (Cajamar 6) as follows:

Cajamar 1

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to B (high) (sf) from C (sf)

Cajamar 5

-- Class A Notes upgraded to A (high) (sf) from A (sf)

Cajamar 6

-- Class A Notes upgraded to AA (sf) from AA (low) (sf)

The ratings on all the Class A notes address the timely payment of
interest and the ultimate payment of principal payable on or before
the final maturity date. The rating on the Class B Notes notes of
Cajamar 1 addresses the ultimate payment of interest and principal
payable on or before the final maturity date.

The rating actions are the result of an annual review of the
transactions and are based on the following analytical
considerations:

-- The portfolio performance, in terms of delinquencies, defaults
and losses.

-- Updated portfolio default rate (PD), loss given default (LGD)
and expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the Notes to cover the
expected losses at their respective rating levels.

Cajamar 1 closed in January 2016, while Cajamar 5 and 6 closed in
September 2007 and February 2018, respectively. All three
transactions are Spanish residential mortgage-backed securities
transactions originated and serviced by Cajamar Caja Rural,
Sociedad Cooperativa de Credito (Cajamar).

PORTFOLIO PERFORMANCE AND ASSUMPTIONS

For Cajamar 1, the current cumulative default ratio is 0.16%. As of
August 2019, the 90+ delinquency ratio stood at 0.24%.

For Cajamar 5, the current cumulative default ratio is 5.8%. As of
August 2019, the 90+ delinquency ratio stood at 0.25%.

For Cajamar 6, the current cumulative default ratio is 8.2%. As of
August 2019, the 90+ delinquency ratio stood at 0.29%.

The performance of each transaction is above DBRS Morningstar's
expectations. DBRS Morningstar conducted a loan-by-loan analysis of
the remaining pool of the receivables in each transaction and has
updated its base case PD and LGD assumptions as follows:
For Cajamar 1, DBRS Morningstar has updated its base case PD and
LGD assumptions to 6.9% and 31.7%, respectively.

For Cajamar 5, DBRS Morningstar has updated its base case PD and
LGD assumptions to 3.1% and 7.5%, respectively.

For Cajamar 6, DBRS Morningstar has updated its base case PD and
LGD assumptions to 4.2% and 18.7%, respectively.

The rating actions are a result of the sustainable performance
above DBRS Morningstar's initial expectations and updated default
assumptions.

CREDIT ENHANCEMENT

For each transaction, credit enhancement to the rated notes is
provided by the subordination of junior classes and a cash
reserve.

For Cajamar 1, the Class A Notes credit enhancement stood at 27.9%
as of the June 2019 payment date, up from 25.6% at the time at the
last rating action one year ago. The Class B Notes credit
enhancement was 0.0%. When the Class A Notes are paid in full, the
cash reserve will also provide credit support to the Class B
Notes.

For Cajamar 5, the Class A Notes credit enhancement remained at
10.7%, as of the June 2019 payment date. For Cajamar 6, the Class A
Notes credit enhancement remained at 16.9%, as of the June 2019
payment date. Both are stable given the current pro rata
amortization of the Class A, B, C and D notes on both
transactions.

Banco Santander SA (Santander) acts as the Account Bank for the
three transactions. On the basis of Santander's reference rating of
A (high), one notch below its DBRS Morningstar public Long-Term
Critical Obligations Rating of AA (low), the downgrade provisions
outlined in the transaction documents, and other mitigating factors
inherent in the transaction structures, DBRS Morningstar considers
the risk arising from the exposure to Santander to be consistent
with the ratings of the Notes, as described in DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology.

Notes: All figures are in Euros unless otherwise noted.


SANTANDER 1: DBRS Confirms C Rating on Bonds
--------------------------------------------
DBRS Ratings GmbH took the following rating actions on the bonds
issued by four Santander Spanish residential mortgage-backed
securities (RMBS) transactions:

FTA RMBS Santander 1 (SAN1):
-- Series A Notes confirmed at AAA (sf)
-- Series B Notes confirmed at CCC (sf)
-- Series C Notes confirmed at C (sf)

FTA RMBS Santander 3 (SAN3):
-- Series A Notes confirmed at AAA (sf)
-- Series B Notes upgraded to B (high) (sf) from B (low) (sf)
-- Series C Notes confirmed at C (sf)

FT RMBS Santander 4 (SAN4):
-- Series A Notes confirmed at AA (sf)
-- Series B Notes upgraded to B (sf) from B (low) (sf)
-- Series C Notes confirmed at C (sf)

FT RMBS Santander 5 (SAN5):
-- Series A Notes confirmed at AA (sf)
-- Series B Notes upgraded to B (low) (sf) from CCC (sf)
-- Series C Notes confirmed at C (sf)

In each transaction, the ratings on the Series A Notes address the
timely payment of interest and ultimate payment of principal on or
before the respective legal final maturity dates. The ratings on
the Series B Notes and Series C Notes address the ultimate payment
of interest and principal on or before the respective legal final
maturity dates.

The rating actions follow an annual review of the transactions and
are based on the following analytical considerations:

-- Portfolio performances, in terms of delinquencies, defaults and
losses.

-- Portfolio default rates (PD), loss given default (LGD) and
expected loss assumptions on the remaining pools of receivables.

-- Current available credit enhancement to the Series A and Series
B Notes to cover the expected losses at their respective rating
levels. The Series C Notes of each transaction were issued to fund
the cash reserve and are in a first-loss position supported only by
available excess spread. Given the characteristics of the Series C
Notes as defined in the transaction documents, the default would
most likely be recognized at maturity or following an early
termination of the transaction.

All four transactions are securitizations of Spanish first-lien
residential mortgage loans and include a portion of borrowers with
higher-risk characteristics. The pool of SAN1 was originated and is
serviced by Banco Santander S.A. (Santander). The pools of SAN3 and
SAN4 were originated by Santander and Banco de Credito Español
(Banesto, integrated in Santander since 2013) and are serviced by
Santander. The pool of SAN5 is originated by Santander, Banesto and
Banco Banif S.A.U. and is also serviced by Santander.

PORTFOLIO PERFORMANCE

The portfolios are performing within DBRS Morningstar's
expectations. As of the latest payment dates, the 90+ delinquency
ratios stood at 1.0%, 0.7%, 0.9%, 1.0% of the outstanding
collateral pools of SAN1, SAN3, SAN4 and SAN5, respectively. The
cumulative default ratios were 4.0%, 2.5%, 2.0%, and 1.3%, computed
on the original portfolio balances of SAN1, SAN3, SAN4 and SAN5,
respectively.

PORTFOLIO ASSUMPTIONS

DBRS Morningstar conducted loan-by-loan analyses on the remaining
collateral pools of receivables and updated its PD and LGD
assumptions as follows:

-- In SAN1, the base case PD and LGD are 12.3% and 31.0%,
respectively;

-- In SAN3, the base case PD and LGD are 7.5% and 34.3%,
respectively;

-- In SAN4, the base case PD and LGD are 9.2% and 35.3%,
respectively;

-- In SAN5, the base case PD and LGD are 10.9% and 32.2%,
respectively.

CREDIT ENHANCEMENT

The credit enhancements available to the Series A and B Notes
continue to increase as the transactions continue to deleverage.
The Series C Notes funded the reserve funds and hence do not
benefit from credit enhancement.

The credit enhancements consist of the overcollateralization
provided by the outstanding collateral portfolios and include the
Reserve Funds in all transactions. The credit enhancements were as
follows:

-- In SAN1, the Series A and Series B Notes credit enhancements
were 47.1% and 3.9% as of the June 2019 payment date, compared with
44.2% and 3.7% as of the September 2018 payment date;

-- In SAN3, the Series A and Series B Notes credit enhancements
were 41.6% and 6.1% as of the August 2019 payment date, compared
with 38.2% and 5.4% as of the August 2018 payment date;

-- In SAN4, the Series A and Series B Notes credit enhancements
were 33.8% and 5.8% as of the June 2019 payment date, compared with
31.7% and 5.4% as of the September 2018 payment date;

-- In SAN5, the Series A and Series B Notes credit enhancements
were 33.7% and 6.1% as of the July 2019 payment date, compared with
30.7% and 5.4% as of the July 2018 payment date.

The reserve funds were funded through the issuances of junior
series and are available to cover principal losses, senior fees and
interest shortfall on the rated Notes. As of the latest payment
dates, the reserves were at EUR 32.0 million in SAN1, EUR 265.5
million in SAN3, EUR 123.1 million in SAN4 and EUR 57.7 million in
SAN5. None of the reserve funds are at their target levels but they
have been increasing over the last year in all transactions.

Banco Santander S.A. acts as the Account Bank of all four
transactions. Based on the DBRS Morningstar account bank reference
rating of A (high), one notch below the DBRS Morningstar public
Long-Term Critical Obligations Rating (COR) of Banco Santander of
AA (low), the downgrade provisions outlined in the transactions'
documents, and other mitigating factors inherent in the
transactions' structures, DBRS Morningstar considers the risk
arising from the exposure to the Account Bank in all four
transactions to be consistent with the ratings assigned to the
Series A Notes of each transaction, as described in DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

Notes: All figures are in Euros unless otherwise noted.




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

APTG AG: Cantonal Court of Zug Extends Definitive Moratorium
------------------------------------------------------------
APTG AG, formerly named Airopack Technology Group AG, on Oct. 4
disclosed that by decision dated October 3, 2019, the Cantonal
Court of Zug, at the request of APTG AG and its definitive
administrator (definitiver Sachwalter), has extended the definitive
composition moratorium (definitive Nachlassstundung) for four
months until February 14, 2020, and has confirmed Dr Daniel
Hunkeler, Baur Huerlimann AG, as definitive administrator.

The Board of Directors will provide updates, in particular on the
further progress of the definitive composition moratorium phase, as
needed.

Aptg AG, formerly known as Airopack Technology Group AG, is a
Switzerland-based company engaged in packaging and dispensing
systems industry.




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

BEVERIDGE PARK: Enters Into Administration, Seeks Buyer for Hotel
-----------------------------------------------------------------
Allan Crow at Fife Today reports that administrators have been
appointed following the closure of the Beveridge Park Hotel in
Kirkcaldy.

According to Fife Today, they are looking for a buyer and working
with 12 staff who have been made redundant.

The doors were closed at the 31-bed hotel on Sept. 30 by owners
Bobby and Gina Kumar after 13 years at the helm, Fife Today
discloses.

Tough trading conditions and ill health were factors in their
difficult decision, Fife Today states.  The took a number of steps
including reducing headcount, eliminating non-essential costs and
injecting personal monies to keep the hotel going, Fife Today
recounts.

Blair Nimmo and Geoff Jacobs of KPMG LLP were appointed as joint
administrators this week, Fife Today relays.

In a statement, the administrators, as cited by Fife Today, said
the business had encountered financial difficulties for a number of
years and recently, with the Scottish hospitality industry as a
whole suffering challenging trading conditions, it had "experienced
a far greater reduction in turnover levels and increasing cost
pressures."

The administrators stated: "The director explored various options,
but ultimately concluded that sufficient funding could not be
secured to address the company's liabilities and that there was no
other option than to place it into administration."

Mr. Nimmo added: "We will work with all affected employees and the
relevant government agencies to ensure a full range of support is
available.  We will also now be looking for a purchaser for the
Hotel and its assets."


HOUSE OF FRASER: Mike Ashley Negotiates New Leases for Stores
-------------------------------------------------------------
Laura Onita at The Telegraph reports that uncertainty remains over
how many House of Fraser stores will remain open after the crucial
Christmas shopping season.

Sports Direct, which paid administrators GBP90 million for House of
Fraser after it collapsed last year, took control of 63 sites
including 59 stores, three office buildings and two warehouses, The
Telegraph recounts.

Many of the old House of Fraser leases have been surrendered for
nil value, The Telegraph relays, citing fresh papers from
administrators EY.

However, Sports Direct has negotiated new leases direct with the
landlords in respect of the most of these, including the vast
majority of House of Fraser sites, and occupies a number of others
under license from the administrators, The Telegraph discloses.


LINKS OF LONDON: Goes Into Administration, 350 Jobs Affected
------------------------------------------------------------
Tanishaa Nadkar and Noor Zainab Hussain at Reuters report that
Greek jewelry maker Folli Follie's Links of London appointed
Deloitte as an administrator on Oct. 9, putting about 350 jobs at
risk and adding to the list of high-profile retailers to run into
trouble on Britain's high street.

According to Reuters, Links of London said on its website it was
unable to process any online sales, but directed people to its
stores.

"The Company has had to contend with difficult trading conditions
that have impacted the whole retail sector," Reuters quotes joint
administrator Matt Smith as saying in a statement.

Mr. Smith added that the directors had been seeking alternative
solutions, including a company voluntary arrangement (CVA),
refinancing or sale, but were unable to ink such a deal, Reuters
relates.

Deloitte, as cited by Reuters, said it will continue to run Links
of London and will explore options for a sale.  It also said no job
losses were being announced at this stage and the company's
international operations were not directly affected, Reuters
notes.

Links of London, which sells luxury jewelry, watches, cufflinks and
gifts, has around 28 standalone stores across the UK and Ireland
and seven kiosks.


MOTION MIDCO: Moody's Assigns B1 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
a B1-PD Probability of Default Rating to Motion Midco Limited which
plans to acquire Merlin Entertainments Plc. Moody's has also
assigned Ba3 ratings to the proposed EUR and USD term loan Bs as
well as the GBP400 million revolving credit facility falling due in
2026 issued by Motion Finco S.a.r.l. Concurrently, Moody's has
assigned a B3 rating to the proposed EUR and USD senior unsecured
notes due 2027 issued by Motion Bondco DAC. The outlook on all
three entities is stable.

Moody's has also downgraded to Ba3 from Ba2 the rating assigned to
the existing USD400 million bond due in 2026 issued by Merlin.
Merlin's Ba2 CFR, Ba2-PD PDR and Ba2 rating on the existing EUR700
million notes due 2022 remain on watch and will be withdrawn upon
closing of the acquisition.

Proceeds from the proposed term loans and bonds will be primarily
used to repay existing debt and partially finance the acquisition
of Merlin by a consortium of the three investors, including KIRKBI,
Blackstone and Canada Pension Plan Investment Board ("CPPIB").

"The B1 rating assigned to Motion Midco Limited is two notches
lower than the existing Merlin's CFR, which reflects significantly
more levered capital structure post-acquisition. The rating is
weakly positioned at this category and is based on our expectation
that the company will achieve meaningful earnings growth over the
next 12-18 months, which will be supported by the planned opening
of LEGOLAND parks. Merlin's significant scale and diversification,
both geographical and by type of attractions, improves stability of
earnings in an industry which is otherwise vulnerable to external
shocks, ranging from weather to terrorist attacks.", says Egor
Nikishin, a Moody's lead analyst for Merlin.

RATINGS RATIONALE

The company's rating is supported by (1) its portfolio of
internationally recognised brand names such as The Dungeons, SEA
LIFE, LEGOLAND Parks and Discovery Centres, Madame Tussauds and the
London Eye, which positions Merlin as the second-largest operator
of visitor attractions globally by number of visitors in 2018; (2)
its diversity of theme parks and midway attractions (that is, city
centre or resort-based attractions with a one-to-two-hour dwell
time); and (3) its mixture of indoor and outdoor activities. Solid
diversification and ongoing investments into its attractions
allowed Merlin to achieve topline and EBITDA growth in all but one
year over the last 10 years. More recently, in 2018 Merlin reported
solid 6% revenue growth, including 2% on a like-for-like basis, and
4% underlying EBITDA growth. In spite of the company's resilient
performance, Merlin is not completely immune to economic cycles and
weather conditions, as well as accidents, such as the roller
coaster collision at Alton Towers in June 2015 and terrorist
attacks in London in 2017.

Moody's gross adjusted leverage at the outset is very high at
around 7.5x, with deleveraging reliant on Merlin's strategy to grow
earnings because Moody's expects limited debt amortization in the
first years. The company's interest coverage, as measured by
Moody's adjusted EBITA / Interest will also deteriorate to around
1.5x pro forma for the new capital structure from 3.3x in 2018 -- a
relatively weak level compared to the peers.

Moody's expects that Merlin will reduce its leverage to around 7x
and improve interest coverage to circa 2x over the next 12-18
months. EBITDA growth will come from a combination of low single
digit organic revenue growth and from the opening of LEGOLAND New
York in 2020, followed by LEGOLAND Korea in 2022. The two parks
require around GBP300 million investments in capex and pre-opening
costs from Merlin over the next two years, which will likely result
in negative free cash flow (after interest and capex). More
positively, Moody's considers that execution risk is mitigated by
Merlin's experience and previous track record of successful
development and opening of similar parks, including LEGOLAND Japan
in 2017.

Merlin's EBITDA margin has been under pressure by ongoing inflation
in labour costs. The company has been focused on cost discipline
and expects to achieve GBP35 million savings by 2022 through its
Productivity Agenda by standardising processes and more efficient
staff allocation. Moody's views the initiative positively, although
it will require some upfront investments. For instance, in 2019 the
company expects to deliver GBP10 million of savings and to incur
GBP16 million of one-off costs, negatively affecting cash flows.
This is planned to turn into GBP20 million cumulative savings and
will require GBP10 million in investments in 2020.

Following the acquisition 100% of Merlin's shares will be
controlled by a joint venture between KIRKBI, which owns LEGO
brand, Blackstone and CPPIB. Moody's notes that a private-equity
sponsored structure often results in higher tolerance for leverage,
a greater appetite for M&A and dividends. Nevertheless, Moody's
views Merlin's ownership structure as more conservative and with a
longer investment horizon compared to a typical LBO. KIRKBI, which
will own 50% of the company, is Merlin's partner and a major
investor in the company for almost 15 years. KIRKBI has been
increasingly relying on Merlin as one of the major avenues to
promote its LEGO brand and hence is interested in Merlin's
long-term development. In addition, Blackstone is investing in
Merlin via its longer dated Core fund. Moody's also positively note
that the sponsors support Merlin's strategy and do not plan
significant changes in the management team. Merlin's management,
including CEO and several other key officers has been in place for
15-30 years with previous experience of bringing the company
through large M&A transactions and operating during downturn with
significant leverage.

LIQUIDITY

Merlin's liquidity is good. At closing, the company plans to have
cash balances of GBP133 million and a fully undrawn GBP400 million
RCF. In addition the company will have access to a USD172.5 million
deferred draw term loan (DDTL). Moody's also expects Merlin to
generate approximately GBP300 million of operating cash flows after
interest per annum in 2020 and 2022. The main uses of cash over the
next two years will include GBP350 - 400 million capex per annum,
which includes the two new LEGOLAND parks in New York and Korea,
but also circa GBP180 million annual maintenance capex. The RCF
contains a springing net leverage covenant tested at 40% drawing
with an ample headroom at closing. The term loans and bonds have
incurrence covenants only.

Despite increasing geographical diversification and more indoor
offers, which lower the cash flow seasonality, the company's cash
flow remains characterised by material seasonal swings, with nearly
all earnings and net inflows generated in the second and third
quarters. Cash flow from operations tends to be negative in the
first quarter as a result of lower earnings and seasonal capital
investment, although there is a working capital inflow in the
quarter, in part owing to prepayments by ticket-holders for
activities during the summer.

STRUCTURAL CONSIDERATIONS

The proposed senior secured credit facilities and Merlin's existing
USD400 million bonds are rated Ba3 - one notch above the Motion
Midco Limited CFR as they benefit from the cushion provided by
structurally and legally subordinated senior unsecured notes, which
are rated two notches below the CFR at B3. The credit facilities
and the existing USD400 million bonds will be secured, but will
only include security over material intercompany receivables of
obligors, shares in each obligor and material company and bank
accounts of each obligor. Bondholders for the Merlin's existing
USD400 million bonds provided their consent to not execute change
of control in exchange for a fee and for obtaining the same
security and ranking as the new senior secured lenders.

OUTLOOK

The stable outlook reflects Moody's expectation that the company
will likely continue to grow earnings but that free cash flow
generation will be limited, owing to investments in its growth
strategy. It also reflects the rating agency's expectation that
Merlin will de-lever towards 7x over the next 12-18 months, open
new LEGOLAND parks in line with the plan, maintain positive like
for like sales growth and stable margins. The outlook also reflects
the company's strong business profile including its good market
position and diversification.

FACTORS THAT COULD LEAD TO AN UPGRADE

The rating is weakly positioned and upward pressure is not likely
in the near-term. However, over time a higher rating will require
(1) Moody's gross adjusted leverage to be sustainably below 6x, (2)
EBITA / Interest to be above 2.5x, (3) to maintain its margins and
(4) positive free cash flow. A higher rating will also need a solid
liquidity maintained at all times.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Moody's would consider downgrading the rating if the company's
liquidity profile and credit metrics deteriorate as a result of a
weakening of its operational performance, acquisitions, or a change
in its financial policy. Quantitatively, negative pressure could
materialize if the company's (1) Moody's-adjusted debt/EBITDA does
not decrease towards 7x over the next 12-18 months and (2) EBITA /
Interest falls below 1.5x

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Merlin Entertainments PLC, based in Dorset, the UK, is the largest
European and second-largest global operator of visitor attractions
in terms of visitor numbers in 2018. The company generated GBP1.7
billion in revenue and underlying EBITDA of GBP494 million in 2018,
and attracted around 67 million visitors to its 124 locations in
that year. Since its incorporation in 1979 and opening its first
SEALIFE centre in Scotland the company has grown significantly
through acquisitions, as well as organically. Acquisitions included
LEGOLAND Parks (2005); Gardaland (2006); the Tussauds Group (2007)
and other. In more recent years, the company has targeted expansion
in Asia-Pacific and North America. Following the planned
acquisition, the company will be de-listed from the London Stock
Exchange and owned by a group of investors, comprising KIRKBI
(50%), Blackstone (32%) and CPPIB (18%).


MOTION MIDCO: S&P Assigns Preliminary 'B+' ICR on Merlin Takeover
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit rating to Motion Midco Ltd., the entity set up to acquire
Merlin Entertainments PLC.

S&P said, "At the same time, we lowered our long-term issuer credit
rating on Merlin to 'B+' from 'BB'. The rating is taken off
CreditWatch. The outlook on both entities is negative.

"We assigned a preliminary 'B+' issue rating and '3' recovery
rating to the company's proposed senior secured term loan
facilities; and a preliminary 'B-' issue rating and '6' recovery
rating to its proposed senior notes.

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings. If S&P Global Ratings does not receive final documentation
within a reasonable time frame, or if final documentation departs
from materials reviewed, we reserve the right to withdraw or revise
our ratings. Potential changes include, but are not limited to, use
of loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

"Our preliminary ratings on Motion Midco follow the shareholders'
approval of the consortium's bid to take Merlin private." The
transaction represents an enterprise value of GBP5.9 million. The
deal is expected to complete during the fourth quarter of 2019,
once the consortium (which comprises Blackstone, KIRKBI, and CPPIB)
receives the necessary regulatory approvals. After the acquisition,
the financial accounts will be consolidated at Motion Midco.

The transaction will be funded through GBP3.3 billion of debt
(comprised of a GBP2.5 billion-equivalent multi-tranched seven-year
senior secured term loan B; GBP635 million of equivalent euro and
U.S. dollar senior notes; $172.5 million of delayed drawdown term
facility; and the rest through common equity. As a result, S&P
anticipates Merlin's adjusted debt to EBITDA will increase to above
7.5x from the adjusted debt-to-EBITDA ratio of nearly 4.0x in
2018.

Merlin's position as the second-largest operator of visitor
attractions (by visitor numbers in 2018), plus its licensing and
co-operating agreement (LCA) with Lego, solid profitability, and
revenue diversification in terms of its geography and attractions
portfolio, continue to support S&P's assessment of the company's
business risk.

Merlin's offering is very diverse in terms of attraction types,
brands and target customers. Indoor attractions (38% of revenues)
help compensate for the intrinsic seasonality of the theme parks
segment, where the majority of revenue is generated between the
months of March and October. Over the years, Merlin has developed
strong, globally recognized visitor attraction brands that include
iconic names such as Madame Tussauds, The Dungeons, and Sea Life,
which enable it to target different client categories, ranging from
pre-school to young adults.

S&P said, "In our opinion, the visitor attractions industry's
notable characteristics include its exposure to seasonality, health
and safety risks, and the high level of competition that exists in
the leisure space for consumer discretionary time and income. A
long cyclical macroeconomic slowdown or recession represents a
risk, as about 56% of the group's revenues are admission fees.

"Despite the forecast decline in margins, we consider Merlin's
profitability to be above average within the leisure sector (33%
adjusted EBITDA margin in 2019-2020), which we believe is supported
by the strength of its brands--especially the Legoland parks, which
have the highest margin--and by the barriers to entry derived from
the substantial capital expenditure (capex) needs.

"We do not expect any material divergence in the group's strategy
under the new owners. Blackstone and KIRKBI have previously jointly
held this investment, and therefore do have a track record of
seeing the business grow successfully. As per the new shareholder
agreement between the equity investors, we understand that the LCA
with Lego will be updated to facilitate closer coordination. The
new owners plan to increase the capex spend in the Legoland resorts
(about 37% of the group's revenues) from the previous level of 8%
of revenues to about 10%. However, the shareholder agreement also
flags the possibility that equity sponsors could require Merlin to
sell or dispose of the resort theme park segment, two years from
the completion of the acquisition.

"We expect the combination of a new Legoland park opening in New
York, the addition of attractions and accommodations in existing
Legoland and resort theme parks, recovery in London midway
attractions, and the benefits of the strategic shift to family
experience in the resort theme parks, will fuel Merlin's revenue
and EBITDA growth in 2020-2021. We anticipate that the company will
incur significant capex during 2020, leading to negative free
operating cash flow (FOCF) generation. However, the group is
prefunding its capex needs through its $172.5 million delayed
drawdown facility.

"We assess Motion Midco to be a financial sponsored entity.
However, we acknowledge that KIRKBI has restated its intention to
remain a long-term strategic shareholder in Merlin, as this
acquisition will increase its stake to 50% compared with its
current stake of around 30%.

"Through this transaction, the equity sponsors will have the right
to participate in the proposed term loan B and senior notes. We
understand that after the syndication process, KIRKBI will hold a
portion in the total term loan B. However, KIRKBI will be treated
as an affiliate lender, and will therefore be disenfranchised (that
is, excluded from voting in any key lender meeting issues). While
the equity sponsors' participation in the debt indicates their
strong commitment toward the investment, it could also present
unforeseen obstacles to other lenders if Motion Midco were in a
distressed situation.

"We consider the group's starting leverage of 7.5x as stretched for
this rating level. However, we do incorporate the group's strong
operating track record, a clear deleveraging road map, and the
equity sponsors' commitment to reduce the leverage over the next
three years, combined with KIRKBI as the strategic long-term
shareholder. We do not expect any debt-financed acquisitions or
dividend recapitalizations in the next two to three years, as
publicly stated in the company's shareholder agreement. In our base
case, we anticipate that the company will progressively deleverage
as EBITDA increases, with the expectation that it will approach
7.0x by year-end 2020; however, we believe it will remain highly
leveraged for the forecast period.

"The negative outlook reflects our view that the very high leverage
at the close of this transaction leaves Motion Midco with no
headroom for operating underperformance over the next 12 months.
The negative outlook also incorporates the risk of any delay in the
launch of Legoland New York, which could affect the group's
deleveraging profile."

Downside scenario

S&P said, "We could consider lowering our rating on Merlin if its
adjusted debt to EBITDA is not reduced toward 7.0x by 2020 or the
group's operating performance weakened with adjusted EBITDA margins
below 32%-33%. We could also lower the rating if the group were to
incur additional indebtedness to fund acquisitions, capex, or
shareholder returns."

Upside scenario

S&P said, "We could revise the outlook back to stable over the next
12 months if the company is able to reduce its leverage toward
7.0x, and can continue to register strong organic growth while
reporting adjusted EBITDA margins above 33%. The outlook revision
will also depend on our assessment of the group's willingness to
adhere to its publicly stated commitment to reduce leverage."


THAI LEISURE: Creditors Back Company Voluntary Arrangement
----------------------------------------------------------
Emma Lake at The Caterer reports that creditors to Thai Leisure
Group have approved a Company Voluntary Arrangement (CVA) with 95%
support.

According to The Caterer, the group, which operates 21 restaurants
across its Chaophraya and Thaikhun brands across the UK, pursued
the CVA to address a number of under-performing sites negatively
affected by pressures on the sector.

Damian Webb, a retail restructuring partner at RSM who advised Thai
Leisure, as cited by The Caterer, said: This is a great result for
the company and the 95% support of creditors illustrates the
strength of the company's proposition."

Thai Leisure Group was formed in 2005.


THOMAS COOK: Bulgarian Representative Files for Bankruptcy
----------------------------------------------------------
SeeNews reports that Astral Holidays International, an official
representative of collapsed UK-based global travel group Thomas
Cook in Bulgaria, said that it has filed for bankruptcy starting
from Oct. 7.

According to SeeNews, the travel agency said in a statement Astral
Holidays will compensate its customers through an insurance
contract with Uniqa Bulgaria worth BGN700,000
(EUR$393,500/357,900).

The company also said it will be unable to implement future travels
of part of its customers after Oct. 7, SeeNews notes.

The tourism ministry said in a statement Bulgaria's tourism
minister Nikolina Angelkova has scheduled a meeting with
representatives of Astral Holidays and Uniqa on Oct. 7, SeeNews
relates.

The tourism ministry said at the time Bulgaria's tourism and
hospitality sector will "lose millions" as a consequence of the
bankruptcy of Thomas Cook, which worked with over 50 hotels in the
country, according to SeeNews.

According to SeeNews, local news outlet Investor.bg reported at the
end of September citing industry officials that the losses of
Bulgarian hoteliers will amount to EUR36 million (US$39.6 million)
after the travel giant's collapse.

Astral Holidays International has been operating on the Bulgarian
market for the past 24 years, SeeNews discloses.

                    About Thomas Cook Group

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

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

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

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

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

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

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


THOMAS COOK: Collapse to Cost Taxpayer GBP60MM in Redundancy Fees
-----------------------------------------------------------------
Oliver Gill at The Telegraph reports that Thomas Cook's collapse is
expected to cost the taxpayer an extra GBP60 million in unpaid
wages, holiday pay and redundancy fees.

According to The Telegraph, the bill -- which is on top of the cost
of repatriating more than 150,000 holidaymakers -- was revealed as
it emerged that Brussels rules prevented hundreds of Thomas Cook
shops from accessing a critical tax break ahead of the firm's
collapse.

Estimates suggest that almost 450 Thomas Cook stores were liable
for business rates relief as part of a GBP900 million stimulus
announced by Philip Hammond last year, The Telegraph discloses.

This reduction applies to smaller high street premises and would
have cut the amount of money they had to pay their local council,
cutting the firm's tax bill, The Telegraph states.

                    About Thomas Cook Group

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

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

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

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

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

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

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


THOMAS COOK: German Tour Business Rescue Talks Going Well
---------------------------------------------------------
Riham Alkousaa at Reuters reports that talks with potential
strategic and private equity investors to rescue Thomas Cook's
German tour business going well and many investors have expressed
interest in the company as a whole or in its branches, the
insolvent company's liquidator said.

"The investor talks are in full swing, running well and giving
hope," Reuters quotes Julia Kappel-Gnirs, a liquidator of Thomas
Cook Germany's Bucher Reisen and Oeger Tours units, as saying in a
statement on Oct. 9.

According to Reuters, the travel firm on Oct. 9 said it was
cancelling all travel operations until Dec. 31, adding that it was
working to resume travel in the beginning of 2020.

Last month, Thomas Cook Germany filed for insolvency in a move
aimed at separating its brands and operations from its failed
parent and the German government said it was considering an
application for a bridging loan from the company, Reuters
recounts.

                    About Thomas Cook Group

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

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

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

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

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

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

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


THOMAS COOK: Hays Travel to Buy British Travel Agent Shops
----------------------------------------------------------
Alistair Smout at Reuters reports that Hays Travel will buy all of
Thomas Cook's British travel agent shops, potentially saving up to
2,500 jobs and providing a rare boost for high streets across the
country.

According to Reuters, Hays Travel will buy all 555 stores as part
of a deal brokered by insolvency advisers KPMG, and the
privately-owned travel firm will look to re-employ former employees
from Thomas Cook's retail operations.

Thomas Cook had created the largest chain of travel agents in
Britain when it merged its retail operations with those of the
Co-operative Group and the Midlands Co-operative Society in 2011,
Reuters recounts.

Hays Travel, a family company which is jointly owned and managed by
Managing Director John Hays and Chair Irene Hays, will now be
taking that network on, Reuters states.

Its management said it was optimistic the shops would prosper
thanks to the firm's distinctive approach, where employees have
free rein to give each branch a distinctive character, often built
through social media, Reuters relates.

Hays Travel currently operates just 190 of its own branches across
the United Kingdom, employing 1,900 people, Reuters notes.

The company, as cited by Reuters, said it had no plans to close any
shops, but would evaluate the performance of each store going
forward.

Hays Travel did not disclose financial details of the deal, other
than saying it had been funded without taking on any debt, Reuters
relays.

                     About Thomas Cook Group

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

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

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

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

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

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

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


TRIUMPH FURNITURE: Enters Administration, 239 Jobs Affected
-----------------------------------------------------------
Huw Powell of Begbies Traynor reported that Triumph Furniture
Limited, a well-known South Wales office furniture manufacturer,
has fallen into administration and ceased to trade, with the
immediate loss of 239 jobs.

Triumph Furniture is one of UK's leading office furniture
manufacturers, with bases in Merthyr Tydfil and Dowlais. It entered
into administration on Oct. 8 after being unable to reduce its
operating costs following an unprecedented fall in sales in the
course of the last 10 weeks.

Huw Powell -- Huw.Powell@begbies-traynor.com -- Katrina Orum --
katrina.orum@begbies-traynor.com -- and Paul Wood --
paul.wood@begbies-traynor.com -- of business recovery firm Begbies
Traynor have been appointed as joint administrators to manage the
company's affairs.  Thirteen of the company's employees are being
retained in the short term to assist the administrators with their
duties.

Established in 1946, the family-run business went on to supply a
network of over 600 office furniture resellers and is a key
supplier into central government.  Triumph has been a major
employer in Merthyr Tydfil, supporting some 252 jobs across its two
sites.

Andrew Jackson, CEO of Triumph Furniture, comments: "The family is
devastated by this appalling outcome and are extremely concerned
for the welfare of all Triumph employees and their families at this
terrible time.  The business has suffered a rapid and catastrophic
collapse in orders since the middle of July, which has been
impossible to recover from, despite every effort.  Triumph has
enjoyed incredible loyalty and support from the committed people of
Merthyr and the surrounding valleys, which has been a key element
of our success and longevity.  All connected with the business over
these years should be very proud of what has been achieved."

Commenting on the news, Begbies Traynor's Huw Powell said: "It is
especially sad to see such a prominent business fail when there are
so many redundancies involved.  We know this will be devastating
news for those concerned.

"Attempts were made to secure major customer backing and additional
funding to support a restructure or to sell the business as a going
concern but due to the speed at which order levels reduced, these
efforts ultimately proved unsuccessful before funding ran out.  We
are now working with all staff affected to help them access support
from Careers Wales via the Welsh Government's ReAct programme."



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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written permission of the publishers.

Information contained herein is obtained from sources believed to
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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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