---

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

                          E U R O P E

          Friday, November 1, 2019, Vol. 20, No. 219

                           Headlines



C Z E C H   R E P U B L I C

PPF ARENA 1: Moody's Rates New Sr. Secured Notes 'Ba1'


F R A N C E

BANIJAY GROUP: Fitch Puts B+ LT IDR on Rating Watch Negative
BANIJAY GROUP: Moody's Reviews B1 CFR for Downgrade
BANIJAY GROUP: S&P Places 'B+' ICR on CreditWatch Negative
EUROPCAR MOBILITY: S&P Alters Outlook to Neg. & Affirms BB- ICR
VERALLIA PACKAGING: S&P Withdraws BB- Rating on Unsec. Facilities



I R E L A N D

ARES EUROPEAN VIII: Moody's Assigns B3 Rating on Cl. F-R Notes
BLUEMOUNTAIN FUJI V: Fitch Corrects Oct. 25 Ratings Release
TORO EUROPEAN 3: Fitch Assigns B- Rating on EUR9.75MM Cl. F Notes
TORO EUROPEAN 3: Moody's Affirms B2 Rating on EUR9.7MM Cl. F Notes


I T A L Y

A-BEST 17: DBRS Assigns Prov. B(low) Rating on Class D Notes


K A Z A K H S T A N

SB ALFA-BANK: S&P Alters Outlook to Positive & Affirms BB-/B ICRs
VTB BANK: S&P Affirms BB+/B Issuer Credit Ratings, Outlook Stable


N E T H E R L A N D S

ARES EUROPEAN VIII: S&P Assigns B- Rating on Class F-R Notes
BCPE MAX DUTCH: S&P Cuts ICR to 'B-' on Operating Underperformance
CARLYLE GLOBAL 2013-1: Moody's Rates EUR10MM Cl. E-R Notes B2
CARLYLE GLOBAL 2013-1: S&P Assigns B- Rating on Cl. E-R Notes
ENDEMOL SHINE: S&P Puts 'CCC+' ICR on Watch Pos. on Banijay Deal

KONINKLIJKE KPN: Moody's Rates New Hybrid Securities 'Ba2'
KONINKLIJKE KPN: S&P Rates Jr. Subordinated Hybrid Securities BB+
MEDIARENA ACQUISITION: Moody's Reviews Caa1 CFR for Upgrade
ROYAL KPN: Fitch Assigns BB+(EXP) Rating on Sub. Hybrid Securities
UNIT4: S&P Alters Outlook to Stable & Affirms 'B-' LT ICR



P O R T U G A L

BANCO COMERCIAL PORTUGUES: Fitch Alters Outlook to Positive
CAIXA GERAL: Fitch Hikes LongTerm IDR to BB+, Outlook Stable


R U S S I A

RUSSIAN STANDARD: S&P Affirms 'B-/B' ICRs, Outlook Stable
VOCBANK JSC: Provisional Administration Period Extended


S P A I N

GRIFOLS SA: Moody's Affirms Ba3 CFR, Outlook Stable


S W I T Z E R L A N D

ARCHROMA HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
SCHMOLZ + BICKENBACH: S&P Lowers ICR to 'CCC', On Watch Developing


U K R A I N E

BANK ALLIANCE: S&P Assigns 'B-/B' ICRs, Outlook Stable


U N I T E D   K I N G D O M

CARPETRIGHT PLC: Meditor Offers to Buy Business for 5p a Share
CRL MANAGEMENT: Enters Into Company Voluntary Arrangement
EXCELLENCE AFLOAT: Goes Into Liquidation, Halts Trading
GOALS SOCCER: NorthWind 5s Buys Business Amid Accounting Scandal
KONDOR FINANCE: Fitch Gives B(EXP) Rating to New Unsec. Notes

SIMONS GROUP: Cashflow Difficulties Prompt Administration


X X X X X X X X

[*] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

PPF ARENA 1: Moody's Rates New Sr. Secured Notes 'Ba1'
------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
senior secured notes to be issued by PPF Arena 1 B.V. under its
EMTN program (not rated). The outlook is stable.

Proceeds from the proposed notes will be used to partially
refinance existing bank debt.

RATINGS RATIONALE

The Ba1 rating on the proposed senior secured notes is in line with
the group's CFR.

PPF Arena 1's Ba1 rating reflects (1) the company's leading
position as the integrated incumbent in the Czech Republic with a
corporate structure that separates the service provision from the
infrastructure management; (2) the group's good geographical
diversification in the CEE region; (3) the higher revenue growth
potential in PPF Arena 1's footprint relative to the European
average; (4) its financial policy and commitment to manage leverage
within management's published guidance of less than 3.2x; and (5)
its good margins and resilient operating cash flow generation.

The rating also reflects (1) the group's moderate scale; (2) the
mobile-centric position of the acquired assets in CEE in an
environment with growing convergence trends; (3) potentially
heightened competition in the retail market in the Czech Republic
resulting from market consolidation; (4) low retained cash flow
metrics as a result of high dividend payments in line with
financial policy; and (5) PPF Arena 1's structurally subordinated
position relative to debt raised at operating companies, as the
parent relies on dividends from the operating companies to service
its debt.

Moody's has considered in its analysis of PPF Arena 1 the following
environmental, social and governance (ESG) considerations. In terms
of governance, PPF Arena 1 is indirectly owned by PPF Group NV.
This is a conglomerate with activities mainly in
telecommunications, banking and financial services with significant
exposure to China and Russia (supervised by the European banking
regulation) and real estate. PPF Arena 1 is the strongest cash
contributor to PPF Group NV. It has clearly defined and publicly
communicated its financial policy (including dividend distributions
within leverage objectives), which Moody's believes will be a key
determinant to the future cash flow distribution within the broader
group.

RATIONALE FOR STABLE OUTLOOK

The ratings have a stable outlook based on Moody's expectation that
the group will achieve gradual organic deleveraging based on the
strength of the cash flow generated at the operating subsidiaries
and subject to the group's financial policy of sustaining net
reported leverage between 2.8x and 3.2x.

WHAT COULD CHANGE THE RATING UP / DOWN

Because of PPF Arena 1's complex group structure, upward rating
pressure is unlikely until there is a simplification in the debt
allocation within the broader group structure and a clearer policy
on the debt distribution between PPF Arena 1 and the operating
subsidiaries to minimize structural subordination.

Over the long term, Moody's could consider a rating upgrade if PPF
Arena 1's operating performance improves beyond Moody's current
expectation, such that adjusted debt/EBITDA remains comfortably
below 2.75x and retained cash flow (RCF)/debt remains above 20% on
a sustained basis.

Moody's could consider a rating downgrade if PPF Arena 1's
operating performance materially deteriorates, such that adjusted
debt/ EBITDA increases above 3.5x and retained cash flow (RCF)/debt
declines below 10% on a sustained basis. Additionally, negative
pressure could be exerted if PPF Arena 1's financial policies
become more aggressive or if it needs to support operating
subsidiaries of lower credit quality within the broader PPF Group.

LIST OF AFFECTED RATINGS

Issuer: PPF Arena 1 B.V.

Assignment:

BACKED Senior Secured Regular Bond/Debenture, Assigned Ba1

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

PPF Arena 1 is a European telecommunications group with
shareholdings in Ceska Telekomunikacni Infrastruktura a.s. (Baa2
Negative, 89.73%), a Czech telecom infrastructure operator, O2
Czech Republic a.s. (67.69%), an integrated telecommunications
operator in the Czech Republic and four mobile operators in
Hungary, Bulgaria, Serbia and Montenegro (all 100% owned). In 2018,
the group generated revenues of EUR 3.2 billion and EBITDA of EUR
1.2 billion.



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

BANIJAY GROUP: Fitch Puts B+ LT IDR on Rating Watch Negative
------------------------------------------------------------
Fitch Ratings placed Banijay Group SAS's Long-Term Issuer Default
Rating of 'B+' on Rating Watch Negative. The company's instrument
ratings have also been placed on RWN.

The RWN follows Banijay's announcement of its intention to acquire
Endemol Shine Group from its joint owners The Walt Disney Company
(A/Stable) and Apollo Global Management, Inc. (A/Stable). The
transaction value has not been disclosed. Fitch recognises the
industrial logic of the transaction, which will make the combined
Banijay/Endemol group the largest independent TV content producer
in the world.

The acquisition will be partly financed through a capital increase
subscribed by Banijay's shareholders together with the full
refinancing of Banijay's and Endemol's existing debt. A planned
post-acquisition capital structure has yet to be disclosed.
Considering Banijay's intention to fully refinance Endemol's debt,
Fitch believes the combined group's funds from operations (FFO)
lease-adjusted net leverage is likely to increase, possibly leading
to a one-notch downgrade. As a transformative acquisition (Endemol
is twice as big as Banijay), the transaction should entail some
significant execution risk to integrate Endemol and deliver
synergies. However, Banijay has a good track record of integrating
smaller acquisitions and Banijay's Chairman, CEO and other senior
managers previously worked at Endemol.

Fitch expects to resolve the RWN on successful completion of the
deal, which is subject to regulatory approvals, successful
refinancing and a capital increase.

KEY RATING DRIVERS

Transaction Logic: Fitch believes a strong industrial logic exists
for the transaction, especially amid a consolidating media
industry. The acquisition will position the enlarged Banijay as the
largest independent TV production firm globally, well ahead of
large producers like ITV Studios or Fremantle Media. The combined
entity will benefit from Endemol's abundant content library and
nearly 100,000 hours of scripted and non-scripted content. The
acquisition will also considerably enhance Banijay's geographical
presence and diversification. Fitch believes the deal can generate
meaningful synergies, but their scale and timing is unknown at this
stage.

Leverage Significantly Higher: Banijay's standalone financial
condition is healthy and stands comfortably within its 'B+' rating.
Its end-2018 Fitch defined FFO adjusted net leverage was 4.1x.
However, Fitch expects that the acquisition will likely push
Banijay's leverage over its current downgrade leverage threshold of
5.5x, as it announced its intention to refinance Endemol's large
debt in full as part of the acquisition. Some expected capital
increase from Banijay's shareholders should complement the
transaction, but the amount is unknown.

Endemol's Larger Scale: Endemol operates at a larger scale than
Banijay. It has 120 production labels globally with over 4,300
registered formats. In terms of content catalogue, it has about
66,000 hours of both scripted and non-scripted content, which is
three times more than Banijay. Endemol produces some of the world's
most renowned scripted series such as 'Black Mirror' and 'Peaky
Blinders'; and non-scripted shows such as 'Big Brother' and
'MasterChef', which have been adapted to more than 40 countries in
the world. Endemol has also a distribution arm, Endemol Shine
International, for distributing its own IP and content catalogues.

Supportive TV Production Market Growth: Fitch expects the global TV
production market to continue to grow at about 2% per year over
2019-2022, predominately driven by surging demand from over-the-top
(OTT) platforms. In both Europe and the US, there is a continuing
trend for customers to consume content through online streaming
platforms. The proliferation of such platforms, with many national
and regional players, and the competition from traditional media
companies has supported continued strong demand for both scripted
and non-scripted content. This is positive for the organic growth
of production companies, who are at the heart of content creation.

Rating Watch Resolution: Fitch expects to resolve the RWN upon
successful completion of the acquisition. This is subject to
regulatory approval and the final capital structure, which is
dependent on the completion of the capital increase by Banijay's
shareholders and successful refinancing of the combined entity's
debt. A one-notch downgrade of Banijay's rating upon deal
completion is possible, given that 6.0x - 7.0x FFO adjusted gross
leverage of the enlarged entity and the integration challenges
would be consistent with a 'B' rating. The rating will also depend
on expected synergies and integration costs, the amount of interest
savings from the refinancing and ultimately the visibility of free
cash flow generation and potential deleveraging.

DERIVATION SUMMARY

Banijay is the leading independent TV production studio and the
fourth-largest globally. Its primary competitors are Endemol Shine
Group, ITV Studios, Fremantle Media and All3Media. It has a greater
proportion of unscripted content than its peers, although the
acquisition of Zodiak in 2016 increased its exposure to scripted
content.

Fitch covers several peers in the diversified media industry such
as Twenty-first Century Fox, Inc. (A/Stable) and NBC Universal
Media LLC (A-/Stable). They are much larger and more diversified,
occupy stronger competitive positions in the value chain and are
less leveraged than Banijay. Compared with these investment grade
names, Banijay's profile is more consistent with a high 'B+'
rating.

KEY ASSUMPTIONS

Fitch's Key Assumptions within Its Rating Case for the Issuer (not
including the impact of the Endemol acquisition)

  - Acquisition driven revenue growth at 20% in 2019-2022 and
normalising towards 5% from 2021

  - EBITDA margin stable around 12.3% of sales

  - Stabilising negative working capital at about 1.5% of sales

  - EUR74 million in payments for earn-outs and long term
compensation from 2019-2022

Key Recovery Rating Assumptions - Pre-Acquisition

  - Fitch uses a going concern approach for Banijay in its recovery
analysis, assuming that the company would be considered a going
concern in bankruptcy

  - A 10% administrative claim

  - Post-restructuring going concern EBITDA at EUR88 million,
reflecting distress caused by loss of top shows

  - An enterprise value (EV) multiple of 5.5x is used to calculate
a post-restructuring valuation

  - Recovery prospects for the senior secured notes and term loan
of EUR413 million is at 83%, and assumes a fully drawn RCF of EUR35
million and factoring adjustment of EUR46 million. This implies a
two-notch uplift for the instrument rating relative to the
company's IDR to 'BB' with a Recovery Rating of 'RR2'.

RATING SENSITIVITIES

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

  - FFO adjusted net leverage trending above 5.5x

  - FFO fixed charge coverage below 3.0x

  - EBITDA margins below 10%.

  - Failure to renew leading shows and delays in the development of
the digital strategy

  - Inability by management to contain working capital outflows

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

  - FFO adjusted net leverage trending below 4.0x

  - Increased scale with sales above EUR1 billion, improved mix
between non-scripted and scripted content and further development
of the digital strategy

  - Evidence Banijay can manage working capital movements from an
increase in scripted content

  - Successful development of the Banijay Rights business

LIQUIDITY AND DEBT STRUCTURE

Comfortable Standalone Liquidity: Banijay's standalone liquidity is
comfortable, supported by EUR70 million cash left on balance sheet
at end-2018, consistently positive FCF with about 5% margin and a
fully undrawn EUR35 million revolving credit facility.

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.

BANIJAY GROUP: Moody's Reviews B1 CFR for Downgrade
---------------------------------------------------
Moody's Investors Service placed Banijay Group S.A.S.'s B1
corporate family rating and B1-PD probability of default rating on
review for downgrade following the announcement that it has entered
into a definitive agreement to acquire 100% of Endemol Shine Group.
Moody's has also placed under review for downgrade the B1 rating on
the EUR365 million backed senior secured notes due 2022 issued by
Banijay.

The total consideration to be paid to ESG's current owners, The
Walt Disney Company (A2 stable) and funds managed by private equity
sponsor Apollo, has not been disclosed. Banijay plans to fund the
acquisition through a mix of debt and equity. The company has
secured financing for the full refinancing of Banijay and ESG's
existing debt.

RATINGS RATIONALE

The combination of Banijay and ESG, which is subject to regulatory
clearances, would create the world's largest TV content producer
with almost 200 production companies in 23 territories and the
rights for close to 100,000 hours of content. Moody's estimates
that pro-forma revenue for the combined group would exceed EUR3.0
billion in 2019. The merger would enable Banijay to reinforce its
market positioning in key markets like the UK and the US where the
company has been historically weaker. The independent status of the
new combined group would also facilitate commercial relationships
across all content distributors in the market, particularly amongst
the fast growing OTT platforms. Having said that, the merger of two
entities of this size would lead to execution risks in the
integration of the two businesses. Moody's also recognizes that the
deal is also likely to lead to synergies and cost efficiencies,
although details around savings and potential integration costs are
yet unknown.

Because of the debt load that ESG carried ahead of this acquisition
(adjusted debt of EUR1.7 billion, equivalent to 8.0x Moody's
adjusted gross debt/EBITDA), the combined entity would likely have
much higher leverage than Banijay's standalone leverage
pre-transaction of 3.8x for the LTM ended June 2019.

The rating review will focus on ESG's fit with Banijay, and the
business risk profile of the combined company. Financial policy and
the company's deleveraging plans will be a key consideration. The
review will assess the amount and timing of any potential
synergies, integration costs and asset disposals, ability to retain
key talent at the target, and the final funding strategy and
resulting credit metrics. It will also consider management's
strategy and business plan over the next 12-24 months.

WHAT COULD CHANGE THE RATING UP/DOWN

Banijay's corporate family rating may be downgraded by at least one
but not more than two notches.

Prior to the review process, Moody's had indicated that upward
rating pressure may arise if Moody's adjusted gross leverage falls
below 4.0x on a sustained basis and retained cash flow (RCF)/net
debt remains consistently above 20%. The rating agency also
emphasized that the proven external growth strategy and appetite
for large M&A transactions limit somewhat the positive rating
pressure developing on the rating.

Prior to the review process, Moody's had indicated that downward
rating pressure may develop if operating performance or liquidity
deteriorates or if Banijay engages in material debt funded
acquisitions resulting in a Moody's adjusted gross leverage
increasing above 5.0x or RCF/net debt falling below 10%.

LIST OF AFFECTED RATINGS

Placed on Review for Downgrade:

Issuer: Banijay Group S.A.S.

LT Corporate Family Rating, B1

Probability of Default Rating, B1-PD

Backed Senior Secured Regular Bond/Debenture, B1

Outlook Action:

Outlook, changed to Rating Under Review from Stable outlook

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Banijay Group S.A.S., headquartered in Paris, France, is the
world's largest independent TV production group. It operates a
worldwide network of over 50 production companies, with a strong
presence in Western Europe, the US and the Nordics. For the 12
months ended June 31, 2019, Banijay reported turnover and adjusted
EBITDA of EUR866 million and EUR149 million, respectively.

BANIJAY GROUP: S&P Places 'B+' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed on CreditWatch with negative implications
its 'B+' issuer credit and issue ratings on France-based TV
production firm Banijay Group S.A.S., its senior secured notes, its
revolving credit facility (RCF), and its term loan.

The CreditWatch placement follows the announcement that Banijay
entered into a definitive agreement to acquire 100% of
Netherlands-based independent TV content producer Endemol Shine
Group (ESG; its parent Mediarena Acquisition B.V. is rated
CCC+/Stable/--) from its current shareholders private equity firm
Apollo Global Management and The Walt Disney Company. The
acquisition is subject to anti-trust evaluation and approval of
relevant employee representative bodies and we expect it will close
in the first half of 2020.

S&P thinks the combined group (Banijay Group) will benefit from its
large scale, size, diversity, and access to the talent pools of
both ESG and Banijay. Banijay Group will more than triple in size
and pro forma revenues will be around EUR3 billion in 2019,
compared with Banijay's stand-alone revenues of around EUR830
million in 2018. Banijay Group will own almost 200 production
companies in 23 geographies and the rights for nearly 100,000 hours
of content. Banijay will also strengthen its presence in the U.S.
and U.K. markets where it currently has a more limited foothold
than ESG.

Banijay will finance the acquisition via a mix of equity from its
shareholders and debt. It will also refinance its existing debt and
ESG's debt. As a result, the combined group's adjusted debt to
EBITDA will likely increase above 5.0x, compared with 4.0x-4.5x
that S&P previously expected in 2019 in its base case for Banijay.

S&P said, "Given the scale of the transaction, we believe the
integration of ESG will be long and complex, and restructuring and
integration costs will negatively weigh on Banijay's earnings and
cash flows and adjusted credit metrics. Positively, we believe
Banijay has a good track record of integrating acquired assets,
although of a smaller scale.

"The negative CreditWatch reflects that we could lower our rating
on Banijay by at least one notch after it completes the acquisition
of ESG. We expect to resolve the CreditWatch placement once the
transaction closes, which we anticipate will be in the first half
of 2020, and after we reassess the combined group's business,
strategy, financial policy, and capital structure.

"We may lower our ratings by at least one notch if leverage
increases above 5.0x and depending on the group's ability to
successfully integrate ESG, maintain sound operating performance,
and generate sustainable positive free operating cash flows."


EUROPCAR MOBILITY: S&P Alters Outlook to Neg. & Affirms BB- ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on France-based Europcar
Mobility Group to negative from stable, and affirmed its 'BB-'
issuer credit rating.

S&P's revised forecasts leave limited headroom to accommodate
further deterioration of Europcar's operating performance.

The outlook revision follows Europcar's weaker-than-expected
operating performance in the third quarter of 2019, which led the
company to revise its EBITDA guidance for full-year 2019 to EUR305
million-EUR315 million (excluding the negative EBITDA contribution
of its urban mobility business unit, and before exceptional
expenses), compared with more than EUR375 million previously and
EUR350 million reported in 2018.

S&P said, "We now anticipate that Europcar's adjusted funds from
operations (FFO) to debt will tighten to 13.5%-14.0% and its
adjusted EBIT interest coverage to about 1.5x-1.6x in 2019 and
2020, from about 15% and 1.8x in our previous forecast. We believe
this leaves little headroom under Europcar's credit metrics to
withstand further weakening of its earnings and cash flows over the
next quarters, in the context of a slowing macroeconomic
environment affecting demand and aggravating price competition in
the car rental industry."

Europcar's profit warning speaks to the company's high fixed-cost
base, which exacerbates the cyclicality of the car rental
industry.

In the third quarter of 2019, Europcar reported an 8.6%
year-on-year decrease in the EBITDA of its core business (before
exceptional expenses) to EUR226 million, from EUR246 million the
prior year. Including its urban mobility business unit, reported
EBITDA before exceptional expenses declined 9.9% to EUR218 million,
from EUR241 million the prior year. The company's operating
performance was hit by economic uncertainties stemming from the
Brexit situation and economic slowdown Europewide, which tightened
demand from both business-to-business and leisure customers, and
intensified price competition in the car rental industry. Although
its revenue increased 2.1% year on year, the company had
anticipated a higher growth rate and calibrated the fleet
accordingly, thus leading the reported EBITDA margin of its core
business to fall to 22.7% from 25.1%.

In S&P's view, this highlights the fixed nature of its nonfleet
cost base, comprising essentially rents, personnel, and overhead
expenses. It also points to the highly cyclical and competitive
nature of the industry, and the negative effect of having to invest
in customer acquisition to support volumes at a time when prices
are under pressure and fleet cost increases cannot be passed to
customers. Positively, Europcar managed to reallocate the fleet
across business segments and geographies, and to optimize the
utilization of its vehicles, as demonstrated by the stable
utilization rate of its fleet of about 80% in the third quarter of
2019.

S&P said, "We now anticipate Europcar's revenue growth will be
limited to 0%-2% over 2019-2020 (including the integration of
Fox-Rent-A-Car) and its adjusted EBIT margin will contract to about
11.0%, from 12.9% in 2018. This remains higher than the
profitability of Hertz Global Holdings Inc. (5%-7%) and in line
with that of Avis Budget Group Inc. (10%-11%), but lower than that
of Car Inc. (20%-23%) and eHi Car Services Ltd. (16%-18%), albeit
the two latter operate in a structurally different market.

"We believe Europcar's efficiency measures will help mitigate the
difficult trading environment."

To mitigate the margin pressure, Europcar has announced that it
will accelerate its cost-efficiency measures, which include, among
others, overhead and network rationalization and improved
efficiency in stations supported by digitalization and technology.
Altogether, the company expects these measures to generate EUR10
million of cost savings in 2019 and EUR50 million in 2020. This is
on top of additional synergies that will emerge from recent
acquisitions, namely Goldcar, Buchbinder, and more recently
Fox-Rent-A-Car, such as better fleet-purchasing power (higher
discounts and lower interest). It will also work on reducing the
negative EBITDA contribution of its car-sharing and ride-hailing
activities.

S&P said, "That said, we believe that such measures will take time
to be fully implemented and Europcar might only see the full-year
benefits of these savings in 2021. We also note that they will be
accompanied by restructuring expenses of about EUR50 million-EUR60
million per year in 2019 and 2020 that will weigh on the company's
profitability and cash flows in the short term."

The negative outlook reflects the potential for a lower rating if
Europcar does not stabilize or improve its operating performance,
earnings, and cash flows over the next 12 months.

S&P said, "We could lower the ratings if further demand
compression, stiffening price competition, or a decline in
utilization rates is not mitigated by cost savings and weakens the
group's margins and cash flows. Such a scenario could prompt us to
reassess our view of Europcar's operating efficiency and overall
business strength.

"We could also lower the ratings if Europcar's EBIT interest
coverage declined below 1.3x or its FFO to debt fell below 12%. We
estimate that a further contraction of about 20% of Europcar's
reported EBITDA (before exceptional expenses) in 2020, following
our expectation of a 15% drop in 2019 versus 2018 (in line with the
low end of the company's guidance), could lead to a breach of the
above-mentioned downgrade trigger.

"Rating pressure could also arise if we observed that the financial
policy was becoming more aggressive, for instance through
additional debt-funded acquisitions or increased shareholder
remuneration.

"We could revise the outlook to stable if Europcar improves its
operational performance, evidenced by a sustainable track record of
organic EBITDA growth or increasing margins, and preserves its
solid market position. We would also need to see its EBIT interest
coverage remaining comfortably above 1.3x and its FFO to debt above
12%."


VERALLIA PACKAGING: S&P Withdraws BB- Rating on Unsec. Facilities
-----------------------------------------------------------------
S&P Global Ratings said that it had withdrawn its 'BB-' long-term
issue rating on the senior unsecured facilities raised by Verallia
Packaging S.A.S. at the issuer's request. The rating was withdrawn
on Oct. 17, 2019. The ratings and outlook on Verallia Packaging
(BB-/Stable/--) are unchanged.




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

ARES EUROPEAN VIII: Moody's Assigns B3 Rating on Cl. F-R Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Ares
European CLO VIII B.V.:

  EUR1,500,000 Class X Senior Secured Floating Rate Notes due
  2032, Definitive Rating Assigned Aaa (sf)

  EUR279,000,000 Class A-R Senior Secured Floating Rate Notes due
  2032, Definitive Rating Assigned Aaa (sf)

  EUR45,700,000 Class B-R Senior Secured Floating Rate Notes due
  2032, Definitive Rating Assigned Aa2 (sf)

  EUR27,000,000 Class C-R Senior Secured Deferrable Floating
  Rate Notes due 2032, Definitive Rating Assigned A2 (sf)

  EUR30,800,000 Class D-R Senior Secured Deferrable Floating
  Rate Notes due 2032, Definitive Rating Assigned Baa3 (sf)

  EUR24,750,000 Class E-R Senior Secured Deferrable Floating
  Rate Notes due 2032, Definitive Rating Assigned Ba3 (sf)

  EUR13,500,000 Class F-R Senior Secured Deferrable Floating
  Rate Notes due 2032, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer issued the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes,
Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes, Class
E Notes and Class F Notes due 2030, previously issued on December
15, 2016. On the refinancing date, the Issuer has used the proceeds
from the issuance of the refinancing notes to redeem in full the
Original Notes.

On the Original Closing Date, the Issuer also issued EUR 47.8
million of subordinated notes, which will remain outstanding.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-R notes. The
Class X Notes amortise by EUR 250,000 over six payment dates,
starting on the 2nd payment date.

As part of this reset, the Issuer has increased the target par
amount by EUR 50 million to EUR 450 million, has set the
reinvestment period to 4.5 years and the weighted average life to
8.5 years. In addition, the Issuer has amended the base matrix and
modifiers that Moody's has taken into account for the assignment of
the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is approximately 97.5% ramped as of
the closing date.

Ares European Loan Management LLP will manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four and half-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations and credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR 450,000,000

Defaulted Par: EUR 0 as of October 7, 2019

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3,093

Weighted Average Spread (WAS): 3.67%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8.5 years

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

BLUEMOUNTAIN FUJI V: Fitch Corrects Oct. 25 Ratings Release
-----------------------------------------------------------
Fitch Ratings replaced a ratings release on BlueMountain Fuji EUR
CLO V  published on October 25, 2019 to correct the name of the
obligor for the bonds.

The amended ratings release is:

Fitch assigned BlueMountain Fuji EUR CLO V Designated Activity
Company expected ratings.

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

RATING ACTIONS

BlueMountain Fuji EUR CLO V DAC

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

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

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

Class D;    LT BBB-(EXP)sf; Expected Rating

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

Class F;    LT B-(EXP)sf;   Expected Rating

Sub. Notes; LT NR(EXP)sf;   Expected Rating

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

TRANSACTION SUMMARY

The transaction is a securitisation of mainly senior secured loans
with a component of senior unsecured, mezzanine, and second-lien
loans. The note issuance will be used to fund a portfolio with a
target par of EUR350 million. The portfolio is managed by
BlueMountain Fuji Management, LLC, via its Series A entity known as
BlueMountain A. The CLO envisages a further 4.6-year reinvestment
period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the 'B'
category. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 32.1, below the indicative maximum WARF
covenant of 33.5.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch- weighted average recovery rate (WARR) of the identified
portfolio is 67.1%, above the indicative minimum covenant of 64%.

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 various concentration limits, including
the maximum industry exposure based on Fitch's industry
definitions. The covenants ensure that the asset portfolio will not
be exposed to excessive concentration.

Portfolio Management

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

Cash Flow Analysis

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

Interest Rate Cap

The transaction has an interest rate cap with a notional of EUR40
million, a tenor of six years and a strike rate of 2%. This
partially mitigates the fixed-floating interest rate mismatches
between assets and liabilities. The transaction allows a maximum
fixed-rate assets of 10% while all rated notes are paying floating
rates.

RATING SENSITIVITIES

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

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


TORO EUROPEAN 3: Fitch Assigns B- Rating on EUR9.75MM Cl. F Notes
-----------------------------------------------------------------
Fitch Ratings assigned Toro European CLO 3 DAC's refinancing notes
final ratings, and affirmed the remaining notes as follows:

EUR211.5 million class A-R notes: assigned at 'AAAsf'; Outlook
Stable

EUR24.5 million class B-1-R notes assigned at 'AAsf'; Outlook
Stable

EUR7.5 million class B-2 notes affirmed at 'AAsf'; Outlook Stable

EUR12.5 million class B-3-R notes assigned at 'AAsf'; Outlook
Stable

EUR13.75 million class C-1 notes: affirmed at 'Asf'; Outlook
Stable

EUR4.75 million class C-2 notes: affirmed at 'Asf'; Outlook Stable

EUR17.5 million class D notes: affirmed at 'BBBsf'; Outlook Stable

EUR23 million class E notes affirmed at 'BBsf'; Outlook Stable

EUR9.75 million class F notes affirmed at 'B-sf'; Outlook Stable

Toro European CLO 3 Designated Activity Company is a cash flow
collateralised loan obligation (CLO). Net proceeds from the issue
of the notes are being used to refinance the current outstanding
class A, B-1, and B-3 notes. The portfolio is actively managed by
Chenevari Credit Partners LLP.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
category. The Fitch- weighted average rating factor (WARF) of the
current portfolio is 33.4.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rating (WARR) of the current
portfolio is 65.2%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the final ratings is 20% or 26.5% of the portfolio
balance, depending on the matrix chosen by the manager. The
transaction also includes limits on the largest Fitch-defined
industry exposure covenanted at 17.5% and on the three-largest
Fitch-defined industries covenanted at 44.5%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Limited Interest Rate Risk

Fixed-rate liabilities represent 3.6% of the target par, while
fixed-rate assets can represent up to 10% of the portfolio.

Reduced Weighted Average Life (WAL)

On the refinancing date, the issuer has updated the Fitch matrix
based on the current WAL covenant as per closing of the
refinancing, which is 2.5 years lower than the WAL covenant as per
original issue date of the transaction.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls. This was also used to test
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.

The class B, E, and F notes each present a marginal model failure
in only few matrix points when analysing the updated Fitch Test
Matrices. As the current portfolio includes an asset categorised as
defaulted by Fitch, the portfolio amount assumed in Fitch's
modelling, including the defaulted asset at Fitch recovery rate, is
slightly lower than the target par amount. The marginal shortfall
on the class B, E, and F notes occurs only with the analysis of the
updated Fitch Test Matrices based on that lower par amount. When
analysing the updated Fitch Test Matrices, Fitch viewed the
assigned ratings of 'AAsf', 'BBsf', and 'B-sf', of these classes of
notes as appropriate given the marginal failure and that each
note's breakeven default rate is higher than the one applicable to
the rating scenario of the model-implied rating, i.e. one notch
below the respective target ratings.

RATING SENSITIVITIES

A 25% 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 up to for two notches for
the remaining rated notes.


TORO EUROPEAN 3: Moody's Affirms B2 Rating on EUR9.7MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Toro
European CLO 3 Designated Activity Company:

  EUR211,500,000 Class A-R Secured Floating Rate Notes due 2030,
  Definitive Rating Assigned Aaa (sf)

  EUR24,500,000 Class B-1-R Secured Floating Rate Notes due 2030,
  Definitive Rating Assigned Aa2 (sf)

  EUR12,500,000 Class B-3-R Secured Fixed Rate Notes due 2030,
  Definitive Rating Assigned Aa2 (sf)

At the same time, Moody's affirmed the outstanding notes which have
not been refinanced:

  EUR7,500,000 Class B-2 Secured Floating Rate Notes due 2030,
  Affirmed Aa2 (sf); previously on Apr 12, 2017 Definitive Rating
  Assigned Aa2 (sf)

  EUR13,750,000 Class C-1 Secured Deferrable Floating Rate Notes
  due 2030, Affirmed A2 (sf); previously on Apr 12, 2017
  Definitive Rating Assigned A2 (sf)

  EUR4,750,000 Class C-2 Secured Deferrable Floating Rate Notes
  due 2030, Affirmed A2 (sf); previously on Apr 12, 2017
  Definitive Rating Assigned A2 (sf)

  EUR17,500,000 Class D Secured Deferrable Floating Rate Notes
  due 2030, Affirmed Baa2 (sf); previously on Apr 12, 2017
  Definitive Rating Assigned Baa2 (sf)

  EUR23,000,000 Class E Secured Deferrable Floating Rate Notes
  due 2030, Affirmed Ba2 (sf); previously on Apr 12, 2017
  Definitive Rating Assigned Ba2 (sf)

  EUR9,750,000 Class F Secured Deferrable Floating Rate Notes
  due 2030, Affirmed B2 (sf); previously on Apr 12, 2017
  Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

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

The Issuer issues the refinancing notes in connection with the
refinancing of the following classes of notes: Class A Notes, Class
B-1 Notes and Class B-3 due 2030, previously issued on April 12,
2017. On the refinancing date, the Issuer will use the proceeds
from the issuance of the refinancing notes to redeem in full the
Original Notes.

On the Original Closing Date, the Issuer also issued EUR 7.5
million Class B-2 Notes, EUR 13.75 million Class C-1 Notes, EUR
4.75 million Class C-2 Notes, EUR 17.5 million Class D Notes, EUR
23.0 million Class E notes, EUR 9.75 million Class F Notes, EUR
20.5 million of M-1 and EUR 20.1 million of M-2 subordinated notes,
which will remain outstanding.

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

Chenavari Credit Partners LLP will manage the CLO. It will direct
the selection, acquisition and disposition of collateral on behalf
of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's remaining 1.46-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations and credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR 350,000,000

Defaulted Par: -

Diversity Score: 46

Weighted Average Rating Factor (WARF): 3050

Weighted Average Spread (WAS): 3.96%

Weighted Average Coupon (WAC): 4.62%

Weighted Average Recovery Rate (WARR): 44.3%

Weighted Average Life (WAL): 5.4 years

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



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

A-BEST 17: DBRS Assigns Prov. B(low) Rating on Class D Notes
------------------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings to the following
classes of notes to be issued by Asset-Backed European
Securitization Transaction Seventeen S.r.l. (the Issuer or A-BEST
17).

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BB (sf)
-- Class E Notes at B (low) (sf)

The provisional ratings are based on information provided to DBRS
Morningstar by the Issuer and its agents as at the date of this
press release. The ratings can be finalized upon review of
execution version of the governing transaction documents. To the
extent that the documents and the information provided to DBRS
Morningstar as of this date differ from the executed version of the
governing transaction documents, DBRS Morningstar may assign
different final ratings to the Class A, Class B, Class C, Class D
and Class E Notes.

The transaction represents the issuance of Class A, Class B, Class
C, Class D, Class E and Class M Notes (together, the Notes) backed
by EUR 900 million pool of receivables related to loans for new and
used motor vehicles granted and serviced by FCA Bank S.p.A (FCAB),
which is owned by FCA Italy S.p.A. and Credit Agricole Consumer
Finance. The loans were granted to individuals residing in Italy
and enterprises with registered office in Italy. DBRS does not rate
the Class M Notes.

The transaction has a scheduled 14-month revolving period, during
which the time Issuer will use principal collections to purchase
new receivables that FCAB may offer, subject to certain conditions
set out in the transaction documents, including certain
concentration limits that stipulate thresholds for used vehicles,
VAT borrowers, weighted-average yield and tenor and receivables
relating to the financing of insurance premiums. During the
revolving period, no principal is repaid on the Notes, but the
revolving period may end earlier than scheduled if certain events
occur as set out in the transaction documents.

For six payment dates after the revolving period ends, the
principal repayment of the Notes will be sequential. On the payment
date falling seven months from the end of the revolving period
(July 2021), principal available funds will be allocated on a
pro-rata basis to pay down the Notes until the occurrence of
certain events such as breach of performance triggers, insolvency
of the originator and termination of the servicer. Under these
circumstances, the principal repayment of the Notes becomes
sequential and the switch is non-reversible.

The rating on the Class A Notes addresses the timely payment of
interest and ultimate repayment of principal by the legal final
maturity date. The ratings on the Class B, Class C, Class D and
Class E Notes address the ultimate payment of interest and ultimate
repayment of principal by the legal maturity date while junior to
other outstanding classes of notes, but the timely payment of
interest when they are the senior-most tranche.

Notes: All figures are in Euros unless otherwise noted.



===================
K A Z A K H S T A N
===================

SB ALFA-BANK: S&P Alters Outlook to Positive & Affirms BB-/B ICRs
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on SB Alfa-Bank JSC to
positive from stable, and affirmed its 'BB-/B' long- and short-term
issuer credit ratings. S&P also affirmed the 'kzA' national scale
ratings.

S&P said, "The outlook revision is because we think that SB
Alfa-Bank's asset quality metrics have shown resilience amid
challenging operating conditions in Kazakhstan. This is seen in its
lower-than-average nonperforming assets and credit costs. The
bank's problem exposures, including Stage 3 loans, stood at 8%-10%
as of mid-year 2019, compared with a system average of 20%-25%,
while new loan-loss provisions are expected to remain at 3.5%-3.7%
in 2019-2020, which compares well with our revised system average
forecast of 5.0% for 2019 and 3.0%-4.0% in 2020."

National Bank of Kazakhstan is conducting an asset quality review
(AQR) of its 14 largest banks, including SB Alfa-Bank, which covers
over 85% of banking system assets and is expected to finish by
year-end 2019. S&P said, "We anticipate the review is likely to
indicate the need to increase provisions at some banks. However,
under our base case, we don't expect material provisioning needs
for SB Alfa-Bank as a result of the AQR. Similarly, despite lending
growth plans, we expect SB Alfa-Bank's asset quality metrics will
remain broadly stable in 2019-2020." This is due to the bank's
proven prudent underwriting standards, conservative write-off
policy and knowledge transfer from its parent.

S&P said, "We continue considering SB Alfa-Bank a strategically
important subsidiary to Alfa banking group. We think that it will
continue benefiting from a sound liquidity cushion,
well-established managerial, operational, and risk-management links
with the group, and potential extraordinary financial support from
the group. This all mitigates risks stemming from unfavorable
market distortions in Kazakhstan's banking sector.

"The ratings on SB Alfa-Bank continue to reflect our 'b+' anchor
for banks operating predominantly in Kazakhstan, as well as its
business position. In our view, the bank benefits from operational,
managerial, and product development support from its immediate
parent, Alfa-Bank JSC, as well as the strong Alfa-Bank brand name.

"The bank's expected capitalization, measured as our projected
risk-adjusted capital (RAC) ratio, remains at 4.0%-5.0%, which we
consider weak in an international context. This mainly reflects
relatively fast expected loan book growth in 2019-2021 in the
absence of capital injections. SB Alfa-Bank's moderate risk
position reflects the bank's high single-name concentrations and
fast-growth strategy. That said, we view positively the bank's good
underwriting standards compared with the system average, knowledge
transfer from its parent, and the low share of the loan book in
total assets (56% as of June 30, 2019, while 37% are held in liquid
assets, mainly government securities). We also note the dilution
effect of rapid growth. We assess the bank's funding as average and
liquidity as adequate."

The positive outlook reflects a possible upgrade of SB Alfa-Bank in
the next 12-18 months.

S&P said, "We could upgrade SB Alfa-Bank during this period if it
continues to manage its fast loan book growth consciously, while
maintaining stable asset quality.

"We would revise the outlook to stable in the next 12-18 months if,
contrary to our expectations, we observe that the bank's relatively
aggressive loan book growth and, particularly, fast expansion in
unsecured consumer lending has caused a significant deterioration
of its assets quality. This would include a material increase in
nonperforming loans and a surge in credit losses."


VTB BANK: S&P Affirms BB+/B Issuer Credit Ratings, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+/B' long- and short-term issuer
credit ratings on VTB Bank (Kazakhstan). The outlook remains
stable.

S&P also affirmed its 'kzAA' national scale rating on the bank.

S&P said, "We affirmed our ratings on VTB Bank (Kazakhstan), a
subsidiary of Russia-based VTB Bank JSC, since we believe it will
remain of strategic importance to the VTB group and receive
potential shareholder support if needed. Consequently, we believe
that VTB Bank (Kazakhstan) will remain a highly strategic
subsidiary of VTB Bank and continue receiving operational,
managerial, and financial support from its parent under almost all
foreseeable circumstances. As a result, our long-term rating on VTB
Bank (Kazakhstan) is one notch below our assessment of the group
credit profile.

"The operating environment is weighing on VTB Bank (Kazakhstan)'s
stand-alone operations, due to its small size, narrow market share,
and geographic concentration in Kazakhstan. We believe the VTB
brand could benefit the bank in the challenging domestic operating
environment. We expect the parent to facilitate the bank's planned
growth and provide a capital injection of Kazakhstani tenge (KZT)
2.9 billion (about $7.6 million) by the end of 2020.

"However, we forecast that an expected higher dividend payout and
loan growth of 15%-20% will outweigh the anticipated capital
increase. As a result, we project that our risk-adjusted capital
(RAC) ratio for the bank will weaken to 4.3%-4.5% in 2019-2020.
Other key assumptions underlying our projections are still-elevated
credit costs of 2.4%-2.7% of total loans and a net interest margin
of around 8% during that period. VTB Bank (Kazakhstan)'s capital
adequacy ratio was 18% as of Sept. 1, 2019, well above the 10%
minimum. However, our RAC ratio is weaker since we apply higher
risk charges than the regulator.

"With total assets of KZT162.2 billion (about $419 million) on
Sept. 1, 2019, VTB Bank (Kazakhstan) ranks No. 17 among
Kazakhstan's 28 commercial banks by asset size, and No. 15 by
loans. In our view, the bank will remain in the top 20 in terms of
total assets, and its market share at similar levels (less than 1%
in both assets and the loan portfolio).

"In line with its strategy, the bank has continued to develop its
core business operations with an increased focus on retail clients
and small and midsize enterprises. We view as positive that the
bank has almost completed the cleanup of its loan book. As a
result, we anticipate the bank's Stage 3 loans will gradually
decrease to 15% of total loans over the next two years, from 18% as
of July 1, 2019. VTB Bank (Kazakhstan) has adopted more
conservative underwriting standards and risk management procedures
being under closer supervision from its parent. We also expect it
will maintain a conservative provisioning policy with coverage of
nonperforming loans staying above 50% through 2020.

"We consider VTB Bank (Kazakhstan)'s funding to be in line with
that of its domestic peers. We also see the bank's liquidity as
adequate because it maintains sufficient liquidity buffers to cover
its short-term liabilities. We view the bank's funding base as
diversified and stable, supported by a stable funding ratio
consistently above 100% over the past two years, which we expect
will continue.

"Our stable outlook on VTB Bank (Kazakhstan) mirrors that on the
bank's parent, Russia-based VTB Bank. The ratings on VTB Bank
(Kazakhstan) will likely move in tandem with that on VTB Bank,
reflecting our view of group support over the next 12 months.

"We would lower our ratings on VTB Bank (Kazakhstan) if we lowered
our ratings on VTB Bank. Although not our base-case scenario, we
could lower the ratings by two notches if we anticipated a
weakening of the parent's long-term commitment to the Kazakh market
and to this subsidiary in particular.

"A positive rating action on VTB Bank (Kazakhstan) is unlikely over
the next 12 months. However, if we were to take a positive rating
action on the parent, we would likely take a similar rating action
on VTB Bank (Kazakhstan), as long as we continued to consider it a
highly strategic subsidiary."




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

ARES EUROPEAN VIII: S&P Assigns B- Rating on Class F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Ares European CLO
VIII B.V.'s class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer also issued unrated subordinated notes.

The transaction is a reset of an existing transaction, which closed
in 2016.

The proceeds from the issuance of these notes were used to redeem
the existing rated notes at closing. In addition to the redemption
of the existing notes, the issuer used the remaining funds to
purchase additional collateral and to cover fees and expenses
incurred in connection with the reset. The portfolio's reinvestment
period will end approximately 4.5 years after the reset closing.

The ratings assigned to the notes reflect S&P's assessment of:

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

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

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

  Portfolio Benchmarks
  Current
  S&P weighted-average rating factor            2,695
  Default rate dispersion                       531
  Weighted-average life (years)                 4.81
  Obligor diversity measure                     101.48
  Industry diversity measure                    20.86
  Regional diversity measure                    1.29

  Transaction Key Metrics
  Current
  Total par amount (mil. EUR)                   450
  Defaulted assets (mil. EUR)                   0
  Number of performing obligors                 151
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                    'B'
  'CCC' category rated assets (%)               0
  Covenanted 'AAA' weighted-average recovery(%) 37.13
  Covenanted weighted-average spread (%)        3.67
  Covenanted weighted-average coupon (%)        4.25

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio will be well-diversified on the
effective date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations.

"In our cash flow analysis, we used the EUR450 million par amount,
the covenanted weighted-average spread of 3.67%, the covenanted
weighted-average coupon of 4.25%, and the covenanted
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"We expect that the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its exposure
to counterparty risk under our current counterparty criteria.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider that the transaction's legal structure is bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes. In
our view the portfolio is granular in nature, and well-diversified
across obligors, industries, and asset characteristics when
compared to other CLO transactions we have rated recently. As such,
we have not applied any additional scenario and sensitivity
analysis when assigning ratings on any classes of notes in this
transaction.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class X,
A-R, B-R, C-R, D-R, E-R, and F-R notes."

Ares European CLO VIII is a cash flow CLO transaction securitizing
a portfolio of primarily senior secured loans and bonds granted to
speculative-grade European corporates. Ares European Loan
Management LLP manages the transaction.

  Ratings List

  Class   Rating     Amount
                    (mil. EUR)
  X       AAA (sf)     1.50
  A-R     AAA (sf)   279.00
  B-R     AA (sf)     45.70
  C-R     A (sf)      27.00
  D-R     BBB- (sf)   30.80
  E-R     BB- (sf)    24.75
  F-R     B- (sf)     13.50
  Sub     NR          47.80
  NR--Not rated.


BCPE MAX DUTCH: S&P Cuts ICR to 'B-' on Operating Underperformance
------------------------------------------------------------------
S&P Global Ratings, on Oct. 29, 2019, lowered its long-term issuer
credit and issue-level ratings on Netherlands-based pharmaceutical
company Max Dutch Bidco BV (Centrient) and its senior unsecured
debt to 'B-' from 'B', on deteriorating credit metrics in light of
weaker-than-expected market conditions.

The downgrade follows Centrient's disappointing results for the
first half of the year, with a marked decline in volumes in the
first quarter. The downgrade also reflects a downward revision of
our forecasts with a 2019 EBITDA to EUR75 million, versus EUR90
million previously, in light of a recent regulatory decision in
Mexico and the increasingly competitive environment in emerging
markets, where the group seems to be facing difficulties to
optimize its premium positioning. As a result, S&P now expects
Centrient to post S&P Global Ratings-adjusted leverage of 5.5x-6.0x
in 2019 and 2020, versus its previous forecast of close to 5.0x.

Centrient experienced a drop in volumes as well as price pressures
for its key active pharmaceutical ingredient (API) products,
semi-synthetic penicillin (SSP), and semi-synthetic cephalosporin
(SSC). This followed an unexpected decision by the new Mexican
government to uphold the tenders for antibiotics in the first
quarter of the year and a more challenging environment than
expected in emerging markets, especially in Southeast Asia. The
Mexican government, led by President Andres Manuel Lopez Obrador,
canceled tenders organized by the Department of Health in
first-quarter 2019 because there were some alleged irregularities
in the process. As a result, Mexican fiscal and financial
authorities are now in charge of organizing the tenders. In light
of this drastic step, Centrient's suffered from a drop in volumes
in this country. This triggered a significant destocking effect,
denting the group's performance for first-half 2019. Centrient
operates a facility in Mexico, an important market for the group.
However, S&P expects the situation to improve in the second half as
tenders resume and volumes revert to normal levels. Ultimately, the
group did not lose any customer and authorities need to prevent a
shortage of these life-saving products. Still, S&P does not rule
out further impact on sales from political instability in this
region.

Centrient's performance was also affected by competition and
customer dynamics in emerging markets. Chinese production of APIs
has increased translating into an oversupply of APIs in the region
mainly because of lower input costs. As China's exports of APIs
increased, price pressures started to emerge in less regulated
markets and Centrient decided not reduced its prices but tried to
market its superior API quality. Unfortunately, it appears that, in
unregulated markets, customers emphasize price over quality and
Centrient's performance in the region was consequently heavily
affected. S&P expects these challenging market conditions in
Southeast Asia to persist, which will likely continue affecting the
group's top line.

S&P also notes the slower-than-expected uptake of the completed
dosage form (FDF) products but also the good growth prospects for
statins, for which the group aims to increase capacity next year.

Still, Centrient continues to benefit from its focus on a patented
enzymatic fermentation process--which has shorter lead times and
results in less waste than the alternative chemical synthesis
allowing the company to apply pricing premiums while maintaining a
low cost positioning. Furthermore, S&P believes the group's
longstanding relationships with its customers and solid track
record of regulatory compliance will ensure a stable client base in
light of the recent regulatory and market events.

S&P said, "Our revised forecasts therefore incorporate
softer-than-expected top-line growth and higher-than-expected
one-off expenses mostly related to the private equity acquisition,
which already totaled EUR9 million year-to-date. As a result, we
expect the lower sales growth to translate into an EBITDA of EUR75
million in 2019, EUR15 million below our previous forecast.
Nevertheless, we forecast Centrient's adjusted EBITDA margins will
be broadly stable, at about 17%, because the decline in volumes
should lead to lower variable costs. We continue to believe that
the group will generate positive free operating cash flow (FOCF) in
2019 of about EUR12 million, but from a weaker EBITDA base and a
favorable working capital evolution as volumes have decreased. FOCF
generation in 2020, however, should slide to negative EUR9 million,
owing to a EUR15 million capital expenditure (capex) investment to
increase to group's statins capacity. We now anticipate the group's
leverage to exceed 5.5x in 2019 and 2020 versus the anticipated
original range of 4.5x-5.0x. Finally, we believe the likelihood of
the group embarking in debt-financed acquisition has increased
given the lower growth prospects. Still, our forecast does not
incorporate major debt-financed acquisitions.

"Our negative comparative rating analysis reflects the group's
exposure to emerging markets where unexpected changes in regulation
may affect the top line and where quality standards are lower,
thereby exposing Centrient to the competition of commodity
products. This creates an environment of volatility that is higher
than for other issuers in our 'B' rating category.

"The stable outlook reflects our expectation of no liquidity issues
and a rebound in volumes during second-half 2019. We expect
Centrient to retain its solid position as a leading provider of
APIs for the SSP and SSC antibiotics market, which in our view
should continue to expand, if more slowly. The ratings also provide
some flexibility for acquisitions, which we view as more likely
notably because sales growth prospects have eroded somewhat.

"We expect the group to maintain adjusted debt to EBITDA at
5.5x-6.0x in 2019-2020, with positive FOCF in 2019 turning negative
in 2020 in response to higher capex needs.

"Any credit downside would be primarily linked to a liquidity
shortage, which we view as a remote scenario because the leverage
is not excessive, free cash-flow generation remains positive before
investments capex, and debt maturity is skewed to the long term.
Nevertheless, we could lower the ratings if Centrient's performance
deviates materially from our base case such that we deemed the
capital structure to be unsustainable.

"We could raise the ratings if Centrient posts operating
performance above our expectations with adjusted debt to EBITDA
remaining comfortably below 5x and supported by positive FOCF of at
least EUR10 million per year. This would require in our view an
improvement of the market conditions for antibiotics in Southeast
Asia, the disappearance of the one-off costs, and accelerated
growth for statins and FDF products, because we only envisage
moderate growth for the group's core antibiotics business."


CARLYLE GLOBAL 2013-1: Moody's Rates EUR10MM Cl. E-R Notes B2
-------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive rating to a refinancing note issued by Carlyle
Global Market Strategies Euro CLO 2013-1 B.V.:

  EUR236,000,000 Class A-1-R Senior Secured Floating Rate Notes
  due 2030, Definitive Rating Assigned Aaa (sf)

At the same time, Moody's affirmed the ratings of the outstanding
notes which have not been refinanced:

  EUR56,000,000 Class A-2-R Senior Secured Floating Rate Notes
  due 2030, Affirmed Aa2 (sf); previously on Feb 15, 2017
  Definitive Rating Assigned Aa2 (sf)

  EUR24,000,000 Class B-R Senior Secured Deferrable Floating
  Rate Notes due 2030, Affirmed A2 (sf); previously on
  Feb 15, 2017 Definitive Rating Assigned A2 (sf)

  EUR23,000,000 Class C-R Senior Secured Deferrable Floating
  Rate Notes due 2030, Affirmed Baa2 (sf); previously on
  Feb 15, 2017 Definitive Rating Assigned Baa2 (sf)

  EUR20,000,000 Class D-R Senior Secured Deferrable Floating
  Rate Notes due 2030, Affirmed Ba2 (sf); previously on
  Feb 15, 2017 Definitive Rating Assigned Ba2 (sf)

  EUR10,000,000 Class E-R Senior Secured Deferrable Floating
  Rate Notes due 2030, Affirmed B2 (sf); previously on
  Feb 15, 2017 Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

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

The Issuer will issue the refinancing notes in connection with the
refinancing of the Class A-1-R Notes due 2030, previously
refinanced on February 15, 2017. On the refinancing date, the
Issuer will use the proceeds from the issuance of the refinancing
notes to redeem in full the Class A-1-R Notes.

The Class A-2-R Notes, Class B-R Notes, Class C-R Notes, Class D-R
Notes, Class E-R Notes and the Class S-1 Notes, Class S2- Notes and
Class S-3 Notes (together the subordinated notes) will remain
outstanding. The terms and conditions of the Class A-2-R Notes,
Class B-R Notes, Class C-R Notes, Class D-R Notes, Class E-R Notes
and the subordinated notes will be amended in accordance with the
refinancing notes' conditions.

As part of this refinancing, the Issuer (amongst other amendments)
(i) extended the Weighted Average Life Test by 15 months to July
15, 2026 (ii) amended the definition of Aggregate Funded Spread in
the weighted average spread calculation and (iii) amended the
Moody's Test Matrix.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or secured senior
bonds and up to 10.0% of the portfolio may consist of unsecured
senior obligations, second-lien loans, mezzanine obligations and
high yield bonds.

CELF Advisors LLP will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's remaining 1.5-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit impaired and
credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Adjusted Collateral Principal Amount: EUR 397,700,000

Diversity Score: 54

Weighted Average Rating Factor (WARF): 3083

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 45.05%

Weighted Average Life (WAL): 6.73 years

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

CARLYLE GLOBAL 2013-1: S&P Assigns B- Rating on Cl. E-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its 'AAA (sf)' credit rating to Carlyle
Global Market Strategies Euro CLO 2013-1 B.V.'s (Carlyle 2013-1's)
EUR236.00 million class A-1-RR notes. At the same time, S&P has
affirmed its credit ratings on the class A-2-R, B-R, C-R, D-R, and
E-R notes, which were not part of the refinancing.

On Oct. 30, 2019, the issuer refinanced the original class A-1-R
notes by issuing replacement notes of the same notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except for the following:

-- The replacement notes have a lower spread over Euro Interbank
Offered Rate (EURIBOR) than the original notes.

-- The portfolio's maximum weighted-average life has been extended
by 15 months.

The ratings assigned to Carlyle 2013-1's refinanced notes reflect
S&P's assessment of:

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

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

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

  Portfolio Benchmarks
                                                  Current
  S&P Global Ratings weighted-average
    Rating Factor                                 2,701.85
  Default rate dispersion                         545.62
  Weighted-average life (years)                   5.03
  Obligor diversity measure                       115.74
  Industry diversity measure                      21.15
  Regional diversity measure                      1.47

  Transaction Key Metrics*
  (Based On S&P Global Ratings'              
                                                  Current
  Total par amount (mil. EUR)                     396.53
  Defaulted assets (mil. EUR)                     2.50
  Number of performing obligors                   137
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                      'B'
  'CCC' category rated assets (%)                 1.97
  'AAA' weighted-average recovery calculated
    on the performing   assets (%)                38.07
  Weighted-average spread of the performing
    assets (%) (with floor)                       3.91
  Weighted-average coupon of the performing
    assets (%)                                    4.68

*Based on S&P Global Ratings' analysis in accordance with its CLO
criteria.

S&P said, "Our credit and cash flow analysis indicates that the
available credit enhancement could withstand stresses commensurate
with the same or higher rating levels than those we have assigned.
However, as the CLO will be in its reinvestment phase, during which
the transaction's credit risk profile could deteriorate, we have
capped our ratings assigned to the notes.

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

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider that the transaction's legal structure is bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
A-1-RR notes."

Carlyle 2013-1 is a broadly syndicated CLO managed by CELF Advisors
LLP.

Ratings List

Class   Rating    Amount   Interest rate       Interest rate
               (mil. GBP)  pre-refinancing      post-refinancing

A-1-RR  AAA (sf)  236.00 Three-month EURIBOR  Three-month EURIBOR

                             plus 0.98%           plus 0.66%

A-2-R   AA (sf)    56.00 Three-month EURIBOR  Three-month EURIBOR
                             plus 1.55%         plus 1.55%

B-R     A (sf)     24.00 Three-month EURIBOR  Three-month EURIBOR
                             plus 2.35%           plus 2.35%

C-R     BBB (sf)   23.00 Three-month EURIBOR  Three-month EURIBOR
                             plus 3.50%           plus 3.50%

D-R     BB (sf)    20.00 Three-month EURIBOR  Three-month EURIBOR
                             plus 5.75%           plus 5.75%

E-R     B- (sf)    10.00 Three-month EURIBOR  Three-month EURIBOR

                             plus 7.50%           plus 7.50%

EURIBOR—Euro Interbank Offered Rate.


ENDEMOL SHINE: S&P Puts 'CCC+' ICR on Watch Pos. on Banijay Deal
----------------------------------------------------------------
S&P Global Ratings placed its 'CCC+' ratings on Netherlands-based
Endemol Shine Group's (ESG) parent MediArena Acquisition B.V. and
its debt on CreditWatch with positive implications.

In a separate rating action, S&P placed its 'B+' ratings on Banijay
Group S.A.S. on CreditWatch negative.

The CreditWatch placement follows the announcement on Oct. 26,
2019, that Banijay (B+/Watch Neg/--), a France-based production
company, has entered into a definitive agreement to acquire
Netherlands-based independent TV content producer ESG. The
acquisition is subject to regulatory approval and we expect it to
close in the first half of 2020.

As a result of the acquisition, ESG will become an integral part of
a larger production group that will benefit from the combination of
the two groups' catalogues of scripted and nonscripted shows,
content libraries, and creative talent. S&P said, "Nevertheless, we
expect the integration will likely be a relatively long and complex
process. In addition, we expect a new capital structure will be put
in place, at the level of the new parent company. After we assess
the credit quality of the combined group, we could raise our rating
on ESG to the level of our rating on Banijay.

S&P said, "The positive CreditWatch indicates that we could raise
our rating on ESG by at least one notch after it is acquired by
Banijay. In a separate rating action, we placed our ratings on
Banijay on CreditWatch negative--our resolution of the CreditWatch
placement affecting Banijay will determine our ratings on ESG. We
expect to resolve the CreditWatch placement following the
completion of the acquisition, which we anticipate will occur
during the first half of 2020."

ESG, the world's largest independent TV content producer, has more
than 700 productions across more than 120 production companies in
23 territories. It reported almost EUR1.8 billion in revenues and
EUR159 million of EBITDA in 2018. The group derived about 71% of
its revenues from the production of nonscripted shows, including
Big Brother and MasterChef, and 25% from scripted shows including
Black Mirror and Peaky Blinders.


KONINKLIJKE KPN: Moody's Rates New Hybrid Securities 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 long-term junior
subordinated rating to Koninklijke KPN N.V.'s proposed issuance of
undated, deeply subordinated, fixed rate reset securities (the
"hybrid capital securities"). The size and completion of the hybrid
debt remain subject to market conditions. The outlook is stable.

"The Ba2 rating we have assigned to the hybrid capital securities
is two notches below KPN's senior unsecured rating of Baa3,
primarily because the instrument is deeply subordinated to other
debt in the company's capital structure," says Carlos Winzer, a
Moody's Senior Vice President and lead analyst for KPN.

KPN plans to use the net proceeds for general corporate purposes
and to refinance existing debt.

RATINGS RATIONALE

The Ba2 rating assigned to the hybrid capital securities is two
notches below the group's senior unsecured rating of Baa3.

The two-notch rating differential reflects the deeply subordinated
nature of the hybrid capital securities. The instrument: (1) is
perpetual; (2) is senior to common equity; (3) KPN has the option
to defer coupons on a cumulative basis; (4) steps up the coupon by
25 basis points (bps) at least ten years after the issuance date
and a further 75 bps occurring 20 years after the first reset date;
and (5) the issuer must come current on any deferred interest if
there are any payments on parity or junior instruments.

In Moody's view, the notes have equity-like features that allow
them to receive basket "C" treatment, i.e., 50% equity and 50% debt
for financial leverage purposes.

Koninklijke KPN N.V.'s Baa3 senior unsecured rating is supported
principally by the company's (1) leading position in the Dutch
market; (2) integrated business model, with a strong quality
network; (3) good free cash flow generation driven by its high
margins and its significant investments in the network; (4)
conservative financial policy with a target net leverage below
2.5x, which is equivalent to a Moody's adjusted net leverage ratio
of approximately 2.8x (as defined by Moody's, including IFRS 16 and
expected spectrum liabilities); and (5) solid liquidity profile.

These considerations are balanced by (1) fierce competition in the
Dutch telecom market; (2) Moody's expectations of continuing
revenue declines mainly driven by competitive pressures and
structural declines in its business segment, although trends are
somewhat improving; (3) the company's lack of international
diversification; and (4) a relatively high dividend payout, broadly
aligned with industry average, which will weigh on its cash flow
generation.

Moody's has considered in its analysis of KPN the following
environmental, social and governance (ESG) considerations. In terms
of governance, KPN is a listed company and implements a
conservative financial policy, which balance shareholder value
creation and creditor protection through a net leverage target of
below 2.5x.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation of modest
underlying EBITDA growth and improving cash flow generation, which
in combination with the monetization of the TEFD stake will lead to
a modestly stronger net adjusted leverage of 3.0x (including IFRS
16 and IFRS 15) and a retained cash flow (RCF) to net adjusted debt
of around 21% in the next two years.

WHAT COULD CHANGE THE RATING UP/DOWN

As the hybrid debt rating is positioned relative to another rating
of KPN, either: (1) a change in KPN's senior unsecured rating; or
(2) a re-evaluation of its relative notching could affect the
hybrid debt rating.

A rating downgrade could result if KPN's underlying operating
performance significantly weakens with a deterioration in its
credit metrics, including RCF/net adjusted debt falling below 20%
or adjusted net debt/EBITDA exceeding 3.2x on an ongoing basis.

Conversely, Moody's could consider an upgrade of KPN's rating to
Baa2 if the company sustainably improves its underlying revenue and
operating performance, with growing revenue and improving key
performance indicator trends. This would lead to stronger debt
protection ratios, such as adjusted RCF/ net debt of at least 25%
and adjusted net debt/EBITDA comfortably below 2.5x, along with a
significant improvement in the business environment.

LIST OF AFFECTED RATINGS

Junior Subordinated Regular Bond/Debenture (Local Currency),
Assigned Ba2

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

KPN is the leading integrated provider of telecom services in the
Netherlands. In the 12 months ended September 2019, KPN generated
revenue of EUR5.7 billion and EBITDA of EUR2.5 billion.

KONINKLIJKE KPN: S&P Rates Jr. Subordinated Hybrid Securities BB+
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to Dutch
telecom operator Koninklijke KPN N.V.'s proposed junior
subordinated hybrid security. The rating reflects S&P's notching
for subordination and optional interest deferability. S&P assesses
the security as having intermediate equity content until the first
call date.

S&P said, "We view this as a liability management transaction that
will enable KPN to replace its existing GBP400 million hybrid
security, which it issued in 2013 and has a first call date in
March 2020. Because of this, we now view the equity content of the
March 2020 hybrid as minimal, though this does not change our view
of KPN's intent regarding the other hybrids in its capital
structure.

"We categorize the proposed security as having intermediate equity
content because it is subordinated in liquidation to all of KPN's
senior debt obligations, cannot be called for at least five years,
and is not subject to features that could discourage or materially
delay deferral."

S&P derives its 'BB+' issue-level rating on the security by
notching down from its 'BBB' issuer credit rating on KPN. The
two-notch difference reflects its notching methodology, which calls
for deducting:

-- One notch for subordination because our long-term issuer credit
rating on KPN is 'BBB-' or above; and

-- An additional notch for payment flexibility because the
deferral of interest is at the option of the issuer.

S&P said, "The notching indicates we consider it relatively
unlikely that the issuer would defer interest. Should our view
change, we may increase the number of notches we deduct to derive
the issue-level rating.

"In addition, given our view of the intermediate equity content of
the proposed security, we allocate 50% of the related payments on
the security as a fixed charge and 50% as equivalent to a common
dividend. The 50% treatment of principal and accrued interest also
applies to our adjustment of its debt."

FEATURES OF THE HYBRID INSTRUMENT

S&P understands that the proposed security and coupons are intended
to constitute the issuer's direct, unsecured, and deeply
subordinated obligations, ranking senior only to its common
shares.

The first interest reset date will be at least 5.25 years from
issuance. KPN can redeem the security for cash up to 90 days before
the first interest reset date and on every coupon payment date
thereafter. The securities have no stated maturity but the company
can call them at any time for a tax, rating, or accounting event.
If any of these events occur, KPN intends to replace the hybrid but
is not obliged to do so. In S&P's view, this statement of intent
currently mitigates the issuer's ability to repurchase the
security.

The interest deferral doesn't constitute an event of default and
there are no cross defaults with the senior debt instruments. In
addition, the hybrid's terms allow KPN to choose to defer interest
payments on the proposed security--it has no obligation to pay
accrued interest on an interest payment date. That said, if KPN
declares or pays an equity dividend or interest on equally ranking
securities, or if it redeems or repurchases shares or equally
ranking securities, it is required to settle any outstanding
deferred interest payments and the interest accrued thereafter in
cash.

S&P said, "We understand that the interest to be paid on the
proposed security will increase by 25 basis points (bps) five years
after the first reset date and by a further 75 bps 20 years after
its first reset date. We consider the cumulative 100 bps increase
in interest to be material under our criteria, which provides KPN
with an incentive to redeem the instrument. Given that KPN has not
committed to replacing the instrument after the second increase, we
are unlikely to recognize the instrument as having intermediate
equity content once its economic maturity falls below 20 years,
which would occur after its first reset date in February 2025.

"Until its first reset date, we expect to classify the instrument
as having intermediate equity content. We could revise our
assessment if we think that the issuer is likely to call the
instrument because it is about to lose its intermediate equity
content treatment. However, KPN has stated that it intends to
maintain or replace the instrument when it we reclassify it as
having no equity content."


MEDIARENA ACQUISITION: Moody's Reviews Caa1 CFR for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed under review for upgrade the Caa1
corporate family rating and the Caa1-PD probability of default
rating of MediArena Acquisition B.V., the owner of Endemol Shine
Group, following Banijay Group S.A.S. announcement that is has
entered into a definitive agreement to acquire 100% of ESG. Moody's
has also placed under review for upgrade the B3 instrument ratings
on the GBP50 million, USD910 million and EUR260 million first lien
senior secured term loans due 2021 and the EUR125 million first
lien senior secured multicurrency revolving credit facility due
2021. The Caa3 rating on the USD457 million second lien term loan
due 2022 has also been placed under review for upgrade.

The total consideration to be paid to ESG's current owners, The
Walt Disney Company (A2 stable) and funds managed by private equity
sponsor Apollo, has not been disclosed. Banijay plans to fund the
acquisition through a mix of debt and equity. The company has
secured financing for the full refinancing of Banijay and ESG's
existing debt.

"The review for upgrade on ESG's ratings reflects the fact that if
the transaction concludes successfully the company will become part
of a larger group with a stronger credit profile," says Victor
Garcia Capdevila, a Moody's AVP-Analyst and lead analyst for ESG.

RATINGS RATIONALE

The combination of Banijay and ESG, which is subject to regulatory
clearances, would create the world's largest TV content producer
with almost 200 production companies in 23 territories and the
rights for close to 100,000 hours of content. Moody's estimates
that pro-forma revenue for the combined group would exceed EUR3.0
billion in 2019. The merger would enable the new combined group to
reinforce its market positioning in key markets like the UK and the
US. The independent status of the new combined group would also
facilitate commercial relationships across all content distributors
in the market, particularly amongst the fast growing OTT platforms.
Having said that, the merger of two entities of this size would
lead to execution risks in the integration of the two businesses.
Moody's also recognizes that the deal is also likely to lead to
synergies and cost efficiencies, although details around savings
and potential integration costs are yet unknown.

Because of the moderate debt load that Banijay carried ahead of
this acquisition (adjusted debt of EUR560 million, equivalent to
3.8x Moody's adjusted gross debt/EBITDA), the combined entity would
likely have much lower leverage than ESG's standalone leverage
pre-transaction of 8.0x for the LTM ended June 2019.

The rating review will focus on ESG's fit with Banijay, and the
business risk profile of the combined company. Financial policy and
the company's deleveraging plans will be a key consideration. The
review will assess the amount and timing of any potential
synergies, integration costs and asset disposals, ability to retain
key talent at ESG, and the final funding strategy and resulting
credit metrics. It will also consider management's strategy and
business plan over the next 12-24 months.

WHAT COULD CHANGE THE RATING UP/DOWN

A near-term upgrade of ESG's ratings is dependent on the successful
conclusion of its acquisition by Banijay, which is subject to
regulatory and antitrust approvals.

Prior to the review process, Moody's indicated that upward pressure
may arise if (1) Moody's-adjusted gross leverage decreases below
7.0x (excluding cash pool overdrafts) on a sustained basis; (2)
retained cash flow/net debt increases sustainably above 7.5% and
liquidity improves.

Prior to the review process, Moody's had indicated that negative
rating pressure may develop if (1) leverage does not decrease below
8.5x (excluding cash pool overdrafts); (2) the company reports
sustained negative FCF; (3) capacity under financial covenants
diminishes; or (4) liquidity deteriorates.

LIST OF AFFECTED RATINGS

Issuer: MediArena Acquisition B.V.

On Review for Upgrade:

LT Corporate Family Rating, Placed on Review for Upgrade, currently
Caa1

Probability of Default Rating, Placed on Review for Upgrade,
currently Caa1-PD

Senior Secured First Lien Bank Credit Facilities, Placed on Review
for Upgrade, currently B3

Senior Secured Second Lien Bank Credit Facilities, Placed on Review
for Upgrade, currently Caa3

Outlook Actions:

Issuer: MediArena Acquisition B.V.

Outlook, Changed To Rating Under Review from Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

ESG creates, develops, produces and distributes scripted and
non-scripted content for multiple entertainment platforms. The
group works on both local and global bases, operating 120 companies
in 23 geographical regions and originating more than 700
productions across more than 270 channels in 70 different
territories worldwide. For the 12 months ended June 31, 2019, ESG
reported turnover and adjusted EBITDA of EUR1,779 million and
EUR217 million, respectively.


ROYAL KPN: Fitch Assigns BB+(EXP) Rating on Sub. Hybrid Securities
------------------------------------------------------------------
Fitch Ratings assigned Royal KPN N.V.'s proposed deeply
subordinated hybrid securities an expected rating of 'BB+(EXP)',
two notches below KPN's Issuer Default Rating of 'BBB'/Stable. The
proposed securities qualify for 50% equity credit. The final rating
is contingent on the receipt of final documents conforming
materially to the preliminary documentation.

The notes' rating and assignment of equity credit are based on
Fitch's hybrid methodology, "Corporate Hybrids Treatment and
Notching Criteria" published on November 9, 2018.

KEY RATING DRIVERS

Key Hybrid Features. The expected rating reflects the highly
subordinated nature of the hybrid instrument. The equity credit
reflects the equity-like characteristics of the proposed issue
including subordination, effective maturity in excess of five years
and deferrable interest coupon payments. Equity credit is limited
to 50% given the instrument's cumulative interest coupon.

Fitch views 2045 as the effective maturity coinciding with the date
on which the replacement intent expires but this may be revised
closer to this date, based on the updated management input and
prevailing economic conditions. Fitch believes the proceeds of the
proposed issue may be used for potential refinancing of the
outstanding GDP400 million hybrid bond that becomes callable in
March 2020.

Strong Market Positions: Fitch expects KPN to maintain its strong
market positions in both the mobile and fixed-line/broadband
segments, supported by its strategy to accelerate fibre deployment,
and to continue with infrastructure upgrades. KPN has maintained
its wired broadband market share at close to 40%. It is the largest
mobile operator in the country with a subscriber retail market
share at above 30% at end-1H18, as estimated by Telecommonitor.

Premium Strategy: KPN is keen to position itself as a premium
operator, which may allow it to command stronger pricing power and
lead to growth in average revenue per user (ARPU). The company is
making significant investments to ensure high quality of its
network that is capable of providing premium services. KPN is going
to make its mobile network fully 5G-ready by end-2021. The company
plans to build an additional one million fibre-to-the-home (FTTH)
household connections by end-2021, taking the total to 3.4 million,
and covering more than 40% of households in the Netherlands.

Margins Sustainably Higher: Fitch expects KPN's profitability to
become sustainably stronger, supported by an ambitious cost-cutting
programme to reduce net indirect operating costs by approximately
EUR350 million at end-2021. The company is going to significantly
reduce its workforce and has identified a few legacy platforms that
can be discontinued or simplified. The targeted savings are
substantial at 6.2% of 2018 revenue. The net impact on EBITDA
growth is likely to be more moderate, due to continuing revenue
challenges.

Capex Discipline: KPN's plans to increase the share of capex on
infrastructure upgrades within a constant capex amount support the
company's longer-term competitiveness, in its view. The company has
committed itself to EUR1.1 billion of annual capex until end-2021.

Moderate Leverage: Fitch expects KPN's leverage to remain
comfortable, at slightly above 3x funds from operations (FFO)
adjusted net leverage (3x at end-2018), providing sufficient
headroom within the current rating. Fitch projects the company's
deleveraging flexibility to be supported by improving EBITDA
generation on the back of ongoing cost-cutting and healthy organic
cash flow.

DERIVATION SUMMARY

KPN's ratings reflect its strong domestic market positions, but
also intense infrastructure-based competition in the Netherlands in
the face of a full bundle-enabled operator, VodafoneZiggo Group
B.V. (B+/Stable) , on a cable network with a significant revenue
market share. KPN's domestic market is more competitive than
certain other European markets with limited or regional cable
competition such as Italy or Germany. The company is rated one
notch lower than its larger peers such as Orange S.A. (BBB+/Stable)
and Deutsche Telekom AG (BBB+/Stable) with comparable leverage, due
to its smaller scale, lower geographic diversification and a more
challenging competitive environment. KPN can sustain higher
leverage within its rating compared with equally-rated but
operationally weaker or less diversified operators such as NOS,
S.G.P.S., S.A. (BBB/Stable) or Telefonica Deutschland Holding AG
(BBB/Stable).

KEY ASSUMPTIONS

  - Revenue in the consumer and B2B segments to decline 2% or less
in 2019, before stabilising in the medium term but with B2B
lagging

  - Improving EBITDA margin supported by the EUR350 million
cost-cutting programme

  - Significant front-loaded restructuring charges in 2019-2021,
cumulatively equal to slightly above one year of expected annual
cost savings of EUR350 million

  - Recurring capex (excluding spectrum) in line with company
guidance of EUR1.1 billion per year

  - Spectrum investments in 2020 and 2021

  - Modestly growing dividends

RATING SENSITIVITIES

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

  - Revenue and EBITDA growth across all divisions combined with a
strengthened operating profile and competitive capability

  - Expectations of FFO-adjusted net leverage sustainably below
3.0x

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

  - Deterioration in KPN's operations that result in declining
EBITDA

  - Expectations of FFO-adjusted net leverage remaining above 3.5x
on a sustained basis

  - Aggressive shareholder remuneration policy that is perceived by
Fitch not to be in line with the company's operating risk profile

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: KPN had EUR644 million of cash and cash-like
assets at end-2018, excluding EUR24 million relating to the
contracted sale of iBasis. This is supported by an untapped EUR
1.25 billion revolving credit facility with a maturity in July
2023. Additionally, in early 2Q19 the company signed a European
Investment Bank facility of EUR300 million available for mobile
network investments. KPN's debt maturity profile is well-spread out
with annual redemptions at or below EUR1 billion per year.


UNIT4: S&P Alters Outlook to Stable & Affirms 'B-' LT ICR
---------------------------------------------------------
S&P Global Ratings revised to stable from positive its outlook on
Dutch enterprise software provider Unit4 (rated holding company: AI
Avocado Holding B.V.) and affirmed its 'B-' long-term issuer credit
rating.

The rating action reflects weaker-than-anticipated deleveraging and
cash flows, as Unit4 invests in more-efficient SaaS delivery.

S&P said, "We are revising our outlook on Unit4's holding company
AI Avocado Holding to stable from positive, because we no longer
expect Dutch enterprise software vendor Unit4 to generate more than
EUR30 million of free cash flow from 2019 onward; and because we
anticipate much slower deleveraging to less than 7.5x adjusted debt
to EBITDA." The company has been investing in new growth
opportunities and more-efficient delivery of its SaaS products,
resulting in higher operating and personnel costs, mainly in the
areas of research and development (R&D) and sales.

In addition, Unit4 has been transforming the business into three
separate units over recent months, with additional exceptional
costs related to this project, and it has incurred restructuring
costs from its professional services division. S&P said, "While
some of these costs are truly exceptional for 2019, we anticipate
that operational costs will remain higher than anticipated on a
recurring basis, while the related revenue and cost benefits will
take longer to achieve. As a result, we no longer see immediate
rating upside."

Unit4's costs are rising, but the expected growth is not imminent.
Unit4's reported EBITDA margin deteriorated to 18.5% in the first
half 2019, compared with about 26% in 2018. This was mainly caused
by rising personnel costs in R&D, marketing, and sales to fuel SaaS
transition and sales growth. While SaaS revenue continues to grow
at about 15%, Unit4's total revenue growth remained flat because of
the structural decline in licenses and professional services.

S&P said, "We do not expect a return to material revenue growth in
the next 18 months, despite Unit4's ongoing transition efforts,
because SaaS still accounts for less than 30% of total revenue as
of first-half 2019. Additionally, we think continuous SaaS growth
could further weigh on Unit4's gross margin, which has been
steadily waning for the past four years. Nevertheless, SaaS
revenues bring significantly higher contract value than
maintenance, and we therefore expect the transition to reach an
inflection point in 2021, with revenues returning to growth by 2021
at the latest.

"We expect limited cash flow generation and deleveraging prospects
in the next two years.   We think Unit4's expected weaker EBITDA
will continue to weigh on the cash flow generation and leverage. We
forecast Unit4's reported free operating cash flow (FOCF) will
decline to about EUR10 million in 2019, compared with EUR21 million
in 2018. This would result in S&P Global Ratings-adjusted FOCF to
debt of about 1.6% (2.6% excluding shareholder loan), compared with
2.2% in 2018. We also expect Unit4's adjusted debt to EBITDA will
remain elevated at above 18x (11x excluding shareholder loans) in
2019-2020, compared with 14.8x in 2018.

"We expect Unit4 will remain acquisitive while divesting non-core
assets.  With the organizational transformation largely completed,
we think Unit4 is shifting its focus to non-core assets divestment
and growth-related acquisitions, as we have seen in the disposal of
Ekon and acquisition of JSKS and Intuo in 2019. We think Unit4 will
continue to divest other non-core assets and use the proceeds to
fund growth-related acquisitions in SaaS offerings or other
complementary cloud products. As a result, we do not expect a
sustainable decline in the company's leverage from asset sales.

"Our assessment of Unit4's business risk is supported by its
growing recurring revenue and high retention rate.   Revenues in
Unit4's maintenance and SaaS divisions, which we consider as
recurring, accounted for about 68.8% of total revenues in the first
half of 2019, up from about 65% in 2018. We think higher recurring
revenue base will improve Unit4's earnings stability and
visibility. Additionally, we think Unit4's high retention rate of
about 94% supports its business risk. We believe this is a result
of the stickiness of Unit4's ERM solutions: because they cover a
range of functionalities that are important to customers' everyday
operations, and their use requires an initial training process. We
note, however, that the move to cloud-based services rather than
on-premises complex installations reduces the tangible switching
costs for enterprise customers. In addition, we think Unit4's
product portfolio is broader than those of smaller
enterprise-software vendors, which specialize in a single-product
niche such as human resources or accounting.

"The stable outlook reflects our view that Unit4's revenue will
remain flattish in 2019-2020, before a low-single-digit recovery in
2021, because of the structural decline of services, license, and
related maintenance revenues. We also expect Unit4's adjusted
EBITDA margin will remain low at about 14% because of growing
lower-margin SaaS revenue.

"We could lower the rating if Unit4's reported free cash flow
deteriorates toward breakeven. This could happen if Unit4's
revenues continue to decline on the back of weak performance in
maintenance and professional services, and its growing R&D and
marketing efforts fail to stimulate sufficient SaaS growth.

"We think rating upside is unlikely over the next 12 months,
considering our expectations of weak top-line growth and declining
EBITDA margins. However, we would raise the rating if Unit4
improved its adjusted EBITDA margins to about 25%, enabling it to
generate FOCF of sustainably more than EUR30 million in the next 12
months, and reduce adjusted debt to EBITDA--excluding the
shareholder loan--to sustainably below 7.5x."




===============
P O R T U G A L
===============

BANCO COMERCIAL PORTUGUES: Fitch Alters Outlook to Positive
-----------------------------------------------------------
Fitch Ratings revised the Outlook on Banco Comercial Portugues,
S.A.'s Long-Term Issuer Default Rating to Positive from Stable and
affirmed the IDR at 'BB'. At the same time, Fitch has affirmed the
bank's Viability Rating at 'bb'.

KEY RATING DRIVERS

IDRS, VR AND SENIOR DEBT

The Positive Outlook reflects Fitch's expectations that BCP will
continue to improve its asset quality, maintain sound
cost-efficiency, and increase its operating profitability in
accordance with its 2018-2021 plan. The Positive Outlook also
factors in its expectations that the bank will further reduce
capital encumbrance from unreserved problem assets, which remains
higher than better-rated peers'.

Fitch expects the economic environment in Portugal to remain
supportive of the bank's improving operating profitability and of
the bank's plan to reduce problem assets to more acceptable levels
over the next two years. Fitch believes that the recovery of the
bank's Portuguese operations, coupled with expected cost-efficiency
measures, will help mitigate the weaker earnings outlook at BCP's
Polish subsidiary, Bank Millenium (BBB-/Stable/bbb-). Fitch expects
the latter may face rising legal costs on its legacy
foreign-currency residential mortgage loan portfolio in coming
years.

BCP's ratings primarily reflect the bank's still weaker asset
quality metrics than higher-rated domestic peers' and international
averages. They also reflect its view of the bank's capitalisation
being vulnerable to severe asset-quality shocks, despite meaningful
improvements since 2016 through capital increases and issuance of
subordinated instruments. BCP's ratings factor in the bank's
resilient underlying pre-impairment profitability due to the bank's
leading franchise in Portugal, which provide it with some pricing
power, and sound cost efficiency compared with peers.

BCP's earnings are gradually recovering although during the last
economic and interest rate cycle they have been highly volatile.
Improvements have mainly resulted from lower loan impairment
charges and better operating efficiency, due to the deep
restructuring undertaken prior to 2017. Fitch expects loan
impairment charges to decrease further in 2020, which should lead
to better operating profitability metrics than at most mid-sized
southern European peers. BCP's pre-impairment operating
profitability and cost efficiency compare well with peers',
offering some upside as BCP's loan impairment charges continue to
normalise over the next two years.

Asset quality has improved, but remains weaker than most domestic
and other mid-sized southern European peers'. BCP's impaired loans
(IFRS 9 Stage 3 loans) ratio was about 9.2% at end-June 2019 and
Fitch expects the bank will reach a level of about 8% by year-end.
This compares with a peak of above 20% in 2014 (non-performing
loans as per EBA standards). BCP has reduced its NPL stock in
Portugal by about 70% since end-2013 as a result of the improved
operating environment, recoveries, sales and write-offs. Loan loss
allowance coverage of impaired loans also improved to more
satisfactory levels at about 55% at end-June 2019, reducing
reliance on collateral and guarantees. When including BCP's
foreclosed real estate assets and investment properties, Fitch
estimates that the bank's problem asset ratio was about 12% at
end-June 2019, a level that remains higher than most domestic and
international peers'.

BCP's capital buffers are moderate and Fitch views capital as
highly vulnerable to severe asset-quality shocks. At end-June 2019,
the fully loaded common equity Tier 1 (CET1) and total capital
ratios were respectively 12.2% and 14.7%, and are at the low end of
mid-sized southern European peers'. These ratios provide a moderate
buffer relative to BCP's 2019 Supervisory Review and Evaluation
Process (SREP) requirements, although the recent issuance of Tier 2
instruments will increase BCP's headroom relative to the bank's
total capital requirement.

Its assessment of capitalisation also considers BCP's exposure to
risks arising from problem assets including unreserved Stage 3
loans, holdings of foreclosed real estate assets and corporate
restructuring funds. Fitch estimates BCP's unreserved problem
assets were still high at about 73% of Fitch Core Capital (and 87%
of fully loaded CET1) at end-June 2019, compared with about 107% at
end-2018. This leaves BCP's capital base highly vulnerable to
severe asset-quality shocks.

BCP's funding structure has generally been stable and the bank's
liquidity position has benefited from substantial loan deleveraging
over the past four years. Customer deposits are BCP's main funding
source, at about 83% of total funding. Deposit growth in Portugal
and consistent loan book deleveraging in recent years resulted in a
reduction in the gross loans/customer deposits ratio to below 90%.
The bank's reliance on wholesale funding is therefore limited and
mostly in the form of senior, covered bonds and ECB funding through
targeted longer-term refinancing operations. BCP's liquidity
profile is adequate but sensitive to investor confidence, as with
most other Portuguese peers.

Senior preferred and senior non-preferred debt ratings are aligned
because BCP's buffers of qualifying junior debt and senior
non-preferred debt are not sufficient to justify an uplift to the
senior preferred debt ratings under its criteria. Fitch estimates
that BCP currently has a qualifying junior debt buffer of about 5%
of risk-weighted assets based on the resolution perimeter including
the Portuguese, Swiss and Cayman operations, as BCP is a multiple
point-of-entry group.

SUPPORT RATING AND SUPPORT RATING FLOOR

The bank's Support Rating (SR) of '5' and Support Rating Floor
(SRF) of 'No Floor' reflect Fitch's belief that senior creditors of
the bank cannot rely on receiving full extraordinary support from
the sovereign in the event that the bank becomes non-viable. The
EU's Bank Recovery and Resolution Directive (BRRD) and the Single
Resolution Mechanism (SRM) for eurozone banks provide a framework
for resolving banks that is likely to require senior creditors to
participate in losses, if necessary, instead of - or ahead of - a
bank receiving sovereign support.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings on subordinated debt and other hybrid capital issued by
BCP are notched down from its VR in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profiles, which vary considerably.

Fitch rates BCP's Tier 2 notes at 'BB-', one notch below the bank's
VR for loss severity.

Fitch rates BCP's additional Tier 1 (AT1) instruments at 'B-', four
notches below the bank's 'bb' VR. This notching reflects the
instruments' higher expected loss severity relative to the bank's
VR due to the notes' deep subordination (two notches). In addition,
the notching also reflects higher non-performance risk relative to
the VR given fully discretionary coupon payments and mandatory
coupon restriction (another two notches).

Fitch expects the non-payment of interest on this instrument will
likely occur before the bank breaches the notes' 5.125% CET1
trigger, and when BCP's capital ratios approach its CET1 or total
capital SREP requirements of respectively 9.6% and 13.1% in 2019.
BCP's current capital ratios provided a moderate buffer of about
EUR700million relative to total capital requirement at end-June
2019 before mandatory coupon suspension

RATING SENSITIVITIES

IDRS, VR AND SENIOR DEBT

Further material reduction in BCP's stock of problem assets,
including harder-to-reduce restructuring funds and real estate
assets, is key to an upgrade. A sustained reduction in problem
assets at BCP would result in lower loan impairment charges over
time, stronger operating profitability and ultimately reduce
capital vulnerability to asset-quality shocks.

Stronger capital ratios, which are comparatively low at BCP, would
also be ultimately positive as they would further increase BCP's
headroom relative to total capital requirements. The improved
economic environment in Portugal should support further reductions
in impaired loan inflows, higher recoveries and impaired loan cures
while limiting the risks of losses from portfolio sales.

Fitch could revise the Outlook to Stable should BCP fail to improve
asset-quality metrics further or if its operating profitability
materially weakens and would no longer be seen by Fitch as a
positive rating driver. Deterioration in the operating environment
in Portugal, leading to renewed stress on the sovereign or a
material increase in competitive pressure and faster margin erosion
would also be rating- negative. High legal costs from Bank
Millenium's legacy foreign currency mortgage loans in Poland could
also lead to a revision of the Outlook to Stable.

BCP's senior preferred and senior non-preferred debt ratings are
sensitive to the bank's IDR, which itself is sensitive to the VR.
The senior preferred debt rating could also be upgraded to one
notch above the bank's LT IDR if the buffer of qualifying junior
debt and senior non-preferred debt becomes sufficient to protect
senior preferred creditors from default in case of failure. Fitch
estimates a required buffer of at least 8% of RWA on a sustainable
basis, based on BCP's resolution perimeter headed by the Portuguese
parent.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the bank's SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the bank. While not impossible, this is highly unlikely, in
Fitch's view.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings on subordinated debt and other hybrid capital issued by
BCP are primarily sensitive to a change in the bank's VR.
Subordinated and other hybrid instruments' ratings are also
sensitive to a change in Fitch's assessment of the probability of
their non-performance relative to the risk captured in BCP's VR.
This may reflect a change in the group's capital management or an
unexpected shift in regulatory buffer requirements, for example.

ESG CONSIDERATIONS

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

CAIXA GERAL: Fitch Hikes LongTerm IDR to BB+, Outlook Stable
------------------------------------------------------------
Fitch Ratings has upgraded Caixa Geral de Depositos, S.A.'s
Long-Term Issuer Default Rating to 'BB+' from 'BB' and Viability
Rating to 'bb+' from 'bb'. The Outlook on the Long-Term IDR is
Stable.

KEY RATING DRIVERS

IDR, VR AND SENIOR PREFERRED DEBT

The upgrade reflects CGD's continuous progress with the execution
of its restructuring plan since 2017, which has led to material
improvements in asset quality, operating profitability and capital
to levels that are broadly in line with other mid-sized southern
European banks. Fitch believes the improved operating environment
in Portugal has been supportive of problem asset reductions and to
date has facilitated the achievement of the strategic objectives
outlined in CGD's 2017-2020 restructuring plan.

Fitch believes that CGD's management has shown an increased ability
to execute its stated targets, and has exceeded expectations on
asset quality improvement and capital build-up. The bank has also
tightened underwriting standards and improved risk controls to
levels closer to global industry practices, which Fitch expects
will be key for mitigating future asset quality pressure. However,
CGD's ratings continue to reflect weaker than industry average
levels of problem assets, although Fitch expects the bank will
gradually close the gap with higher rated peers. The ratings also
take into account CGD's adequate capitalisation, improved operating
profitability and stable funding profile.

CGD's asset quality remains weaker than global industry averages
but is now broadly in line with other mid-sized southern European
banks. Improvements continued throughout 2018 and in 1H19 on the
back of a combination of asset sales, cures and write-offs. Fitch
expects that positive trend to continue at a slower pace over the
rating horizon. The bank still had a high IFRS 9 stage 3
loans/gross loans ratio of 8% at end-June 2019. Fitch expects this
ratio to reach around 6%-7% by end-2019. As a result Fitch believes
that the bank will overachieve on its ambitious non-performing loan
(NPL) reduction targets of an NPL ratio below 7% in 2020 (including
loans to banks in the denominator). CGD's loan loss allowance
coverage of impaired loans continued to improve and compares well
with domestic peers at about 70% at end-June 2019. Fitch estimates
that CGD's problem asset ratio (when including legacy real estate
assets) was about 10% at end-June 2019, an average level compared
with mid-sized southern European peers, and Fitch expects this to
decrease further by end-2019.

CGD has continued to increase its capital buffers in 2019. Fitch
estimates that the bank's Fitch Core Capital (FCC) ratio was an
adequate 15.6% at end-June 2019, compared with only 6.4% at
end-2016. CGD's fully loaded common equity Tier 1 (CET1) and total
capital ratios were 15.1% and 17.4%, respectively at end-June 2019.
Fitch expects capital ratios to further materially benefit from the
deconsolidation of CGD's Spanish and South African operations in
2H19. CGD's capital ratios provide moderate buffers relative to its
2019 Supervisory Review and Evaluation Process requirements.
Capital encumbrance from unreserved problem assets (net Stage 3
loans, holdings of foreclosed real estate, investment properties
and restructuring funds) continued to materially improve in 1H19
and reached about 40% of FCC at end-June 2019. However, at this
level of capital encumbrance the bank's capital base still remains
vulnerable to severe asset quality shocks.

The bank continues to make good progress towards its 2020
profitability targets, although the low interest rate environment
will likely challenge execution towards the end of the current plan
and beyond. At end-June 2019, CGD was broadly on track with staff
and branch reductions resulting in an improved cost-to-income ratio
of 52% in 1H19. Successfully completing the execution of its
restructuring plan will be pivotal for the bank to further improve
its capital generation and profitability. The bank's operating
profitability metrics have improved significantly compared with
previous years, with operating profit/risk-weighted assets (RWA)
reaching about 2.2% in 1H19 (1.6% when excluding one-off impairment
reversals on the sale of the Spanish subsidiary) versus 1.1% in
2017.

CGD's funding is largely based on an ample and stable retail
deposit base resulting from the bank's leading deposit franchise in
Portugal. Customer deposits accounted for above 90% of total
funding at end-June 2019 and the loans-to-deposits ratio was around
80%. The bank reported a net stable funding ratio of 158% and
liquidity coverage ratio of 324% at end-June 2019, well in excess
of regulatory requirements. Fitch views the bank's liquidity
position at end-June 2019 as comfortable, due to low wholesale
maturities in coming years, but still sensitive to confidence
shocks in Portugal.

Fitch rates CGD's senior preferred debt in line with the bank's
IDRs because the bank's buffers of qualifying junior debt and
senior non-preferred debt are not sufficient to justify an uplift
for the senior preferred debt ratings under its criteria. Fitch
estimates that the buffers protecting senior preferred creditors
were below 3% of the RWA of the resolution perimeter headed by the
Portuguese parent at end-June 2019. This level falls short of its
at least 8% requirement of qualifying junior debt and senior
non-preferred debt buffers to consider warranting an uplift to the
senior preferred debt.

SUPPORT RATING AND SUPPORT RATING FLOOR

CGD's '4' Support Rating (SR) and 'B' Support Rating Floor (SRF)
reflect Fitch's opinion that there remains a limited probability of
extraordinary support being provided to CGD by the Portuguese
state, under the provisions and limitation of the Bank Recovery and
Resolution Directive and the Single Resolution Mechanism, without
the bail-in of senior creditors. This potential support is based on
full and willing state ownership and CGD's market leading position
in the Portuguese market.

SUBORDINATED AND HYBRID INSTRUMENTS

Subordinated debt and other hybrid instruments issued by CGD are
notched down from its VR, in accordance with Fitch's assessment of
each instrument's respective non-performance and relative loss
severity risk profiles, which vary considerably.

Fitch has upgraded CGD's Tier 2 notes to 'BB' from 'BB-'. These
instruments are notched down once from the bank's VR for loss
severity.

Fitch has also upgraded CGD's additional Tier 1 (AT1) notes to 'B'
from 'B-'. Fitch rates CGD's AT1 instruments four notches below the
bank's VR. The notes have fully discretionary interest payments and
are subject to partial or full write-down if CGD's consolidated or
unconsolidated CET1 ratio falls below 5.125%. The write-down could
be reversed under certain conditions and at the bank's discretion.
The notching reflects higher expected loss severity relative to
senior unsecured creditors and higher non-performance risk.

Non-performance risk of the AT1 notes reflects full discretionary
coupon payments. CGD estimated its distributable reserves at EUR1.9
billion at end-June 2019. Fitch expects the non-payment of interest
on this instrument will occur before it breaches the notes' 5.125%
CET1 trigger level, when CGD's capital ratio approaches its CET1 or
total capital SREP requirements of respectively 9.75% and 13.25% in
2019. At end-June 2019, CGD's fully loaded CET1 ratio was 15.1% and
its total capital ratio was 17.4%, which provides the bank with a
buffer from the equity conversion trigger level or risks of coupon
suspension.

SUBSIDIARY

The upgrade of Caixa Banco de Investimento (Caixa - BI), a
wholly-owned subsidiary, mirrors the action on the parent bank.
Caixa - BI's ratings are equalised with those of its parent, driven
by the full ownership, its integration within its parent and the
offering of investment banking products to CGD's customer base.
Fitch does not assign a VR to the institution as Fitch does not
view it as an independent entity that can be analysed meaningfully
in its own right.

The Stable Outlook on Caixa - BI's Long-Term IDR mirrors that on
CGD's Long-Term IDR.

RATING SENSITIVITIES

IDRS, VR SENIOR DEBT

Upside to the ratings is contingent upon CGD further improving its
financial profile, in particular its asset quality and operating
profitability metrics to levels in line with global industry
averages while maintaining an unchanged risk appetite in Portugal
and abroad. Sustained improvements in CGD's cost-efficiency and
increased business model diversification towards activities
generating recurring non-interest income would also ultimately be
positive for the bank's ratings.

Downward rating pressure would arise from a deterioration in the
operating environment in Portugal, for example in case of renewed
sovereign stress, which is currently not expected, or an
intensification of competitive pressure coupled with significant
and unexpected margin erosion. A failure to improve asset quality
metrics from current levels combined with a sharp deterioration in
operating efficiency and capital ratios would also be
rating-negative.

The senior preferred debt ratings are sensitive to CGD's IDR,
itself sensitive to the bank's VR. The senior preferred debt rating
could also be upgraded to one notch above the bank's Long-Term IDR
if the buffer of qualifying junior debt and senior non-preferred
debt becomes sufficient to protect senior preferred creditors from
default in case of failure. Fitch estimates a required buffer of at
least 8% of RWA of the resolution perimeter headed by the
Portuguese parent.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support it. While not impossible, this is highly unlikely, in
Fitch's view.

SUBORDINATED AND HYBRID INSTRUMENTS

The ratings of subordinated debt and other hybrid instruments are
primarily sensitive to a change in CGD's VR. Subordinated and other
hybrid instruments' ratings are also sensitive to a change in
Fitch's assessment of the probability of their non-performance
relative to the risk captured in CGD's VR. This may reflect a
change in the group's capital management or an unexpected shift in
regulatory buffer requirements, for example.

Under Fitch's criteria, a one-notch upgrade of the AT1 instruments
would be conditional upon at least a two-notch upgrade of CGD's VR,
all else being equal.

SUBSIDIARY

The ratings of Caixa - BI are sensitive to changes in CGD's IDRs or
to a change in CGD's propensity to support its subsidiary, which is
currently not expected.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The ratings of Caixa - BI, a wholly-owned subsidiary of CGD, are
linked to CGD's ratings.




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

RUSSIAN STANDARD: S&P Affirms 'B-/B' ICRs, Outlook Stable
---------------------------------------------------------
S&P Global Ratings said that it had affirmed its 'B-/B' issuer
credit ratings on Russian Standard Bank JSC. The outlook remains
stable.

S&P said, "In our view, in the next 12-18 months, Russian Standard
Bank's capitalization and loss-absorbing capacity will gradually
improve with our risk-adjusted capital (RAC) ratio closer to
3.4%-3.9% versus 0.9% as of mid-year 2019. We expect that the
bank's solid profitability and growing business volumes in retail
lending will support its earnings and capital base over the next
12-18 months. We note that the expected asset reallocation from a
low-margin securities portfolio into high-margin retail products,
such as cash loans, will support the bank's net interest margin,
despite declining interest rates in Russia and high competition in
the retail business.

"Although we expect that the bank's credit losses will increase
with the cost of risk at 3.5%-4.0% over the next two years, we
anticipate that it will not impair the bank's profitability, with
return on average equity remaining about 20%. Growing earnings will
also enable the bank to utilize a part of the DTAs, which continue
weigh on the bank's RAC ratio due to their low capacity to absorb
losses, in our view. At the same time, the bank's total asset
growth will likely be almost zero on average in the next one to two
years because of the significant repayments from its maturing
securities portfolio.

"Nevertheless, we think that the bank's ability to absorb losses
will remain weak over the next 12-18 months because of material
equity investments in the parent, Russian Standard Co., and in
associate companies controlled by Roustam Tariko and operating in
the alcohol business, Roust Corp. and Gancia. As of mid-year 2019,
these investments represented about 0.9x of the bank's capital. In
particular, as of mid-year 2019, investments in the parent company,
which we deduct from our total adjusted capital (the numerator of
the RAC ratio), comprised Russian ruble (RUB) 6.2 billion (about
US$97.5 million). Likewise, investments in associates amounted to
RUB17.3 billion, which materially increased the bank's market risk
and further dampened its RAC ratio. The bank is considering further
reduction of investments in Roust Group associates, but the
realization of these plans is highly uncertain, in our view.

"We think that loans provided to related parties and amounting to
RUB20.5 billion (0.66x) of capital as mid-year 2019, continue weigh
on the bank's risk profile. However, we note that in the first nine
months of 2019, loans to related parties were reduced by RUB3.0
billion. The total amount of loans to related parties may reduce by
RUB10 billion-RUB12 billion in the next two years or to about 0.25x
of the bank's equity under International Financial Reporting
Standards.

"Problem assets made up about 6.3% of total assets as of mid-year
2019, placing Russian Standard Bank in a broadly comparable
position with other retail banks in Russia. We think that over the
past three years, the bank has materially strengthened its
selection process and underwriting standards. We also note the
bank's strategic move from credit cards and subprime clients to
customers with good track records or credit histories with the
bank. We cannot exclude, however, that the bank's plans to
accelerate its credit growth in retail in the next two years to
25%-30% might lead to credit losses higher than we forecast in our
base-case scenario."

Stable customer deposits will continue dominating the bank's
funding base, with a share of 70%-80% in the next two years. The
bank demonstrates prudent liquidity management and a large
liquidity buffer: as of mid-year 2019, its broad liquid assets
covered around 60% of customer deposits.

S&P said, "The stable outlook reflects our view that the bank's
growing retail lending, stable asset quality, and solid
profitability will support its credit profile.

"We could consider a positive rating action in the next 12-18
months if Russian Standard Bank improves its loss-absorbing
capacity with our forecasted RAC ratio sustainably above 5%. This
may happen if the bank continues growing its capital buffer through
earnings, utilizes a major part of its DTAs, and at least does not
increase its equity investments in the parent and associates.

"We could take a negative rating action in the next 12 months if
Russian Standard Bank's risk profile weighed substantially on its
profits and capitalization with deeper involvement in the Roust
Group's operations, including its financial exposure. A
higher-than-anticipated share in losses of associated companies
could also lead us to consider a negative rating action. We could
also take a negative rating action if the bank's liquidity buffer
significantly deteriorated."


VOCBANK JSC: Provisional Administration Period Extended
-------------------------------------------------------
The Bank of Russia decided to extend the term of activity of the
provisional administration to manage Joint-stock Company Volga-Oka
Commercial Bank (hereinafter, JSC VOCBANK, Registration No. 312)
assigned to FBSC AMC Ltd. by six months (from October 18, 2019)
with the suspension of the powers of the credit institution's
executive bodies in compliance with Clause 1 of Article 189.27 of
Federal Law No. 127-FZ, dated October 26, 2002, "On Insolvency
(Bankruptcy)".

The restructuring of JSC VOCBANK through its merger with Public
Joint-stock Company Moscow Industrial Bank, or PJSC MInBank will be
completed soon as envisaged by the plans for the Bank of Russia's
participation in measures to prevent bankruptcy of JSC VOCBANK and
PJSC MInBank.




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

GRIFOLS SA: Moody's Affirms Ba3 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating,
Ba3-PD probability of default rating, and B2 senior unsecured
rating of Grifols S.A., a Spanish healthcare company primarily
focused on human blood plasma-derived products and transfusion
medicine. At the same time, Moody's has assigned a Ba2 rating to
the proposed USD5.0 billion equivalent worth of senior bank
facilities to be issued by Grifols, Grifols World Wide Operations
Ltd., and Grifols Worldwide Operations USA, Inc., both wholly-owned
subsidiaries of Grifols. Moody's has also assigned a Ba2 rating to
Grifols' proposed issuance of EUR1.5 billion senior secured notes.
The outlook on all ratings is stable.

The proposed senior secured bank credit facilities include a USD 3
billion term tranche of term loan B due 2027, a USD1.5 billion EUR
equivalent of term loan B due 2027, and a multicurrency EUR500
million equivalent revolving credit facility due 2025. Grifols
plans to use the proceeds from the new term loans to refinance
existing term loans. Moody's expects to withdraw the ratings of
Grifols' existing senior bank facilities upon completion of the
refinancing.

Affirmations:

Issuer: Grifols S.A.

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Senior Unsecured Regular Bond/Debenture, Affirmed B2

Assignments:

Issuer: Grifols S.A.

Gtd Senior Secured Term Loan, Assigned Ba2

Gtd Senior Secured Regular Bond/Debenture, Assigned Ba2

Issuer: Grifols World Wide Operations Ltd.

Gtd Senior Secured Revolving Credit Facility, Assigned Ba2

Issuer: Grifols World Wide Operations USA, Inc.

Gtd Senior Secured Term Loan, Assigned Ba2

Outlook Actions:

Issuer: Grifols S.A.

Outlook, Remains Stable

Issuer: Grifols World Wide Operations Ltd.

Outlook, Remains Stable

Issuer: Grifols World Wide Operations USA, Inc.

Outlook, Remains Stable

RATINGS RATIONALE

AFFIRMATION OF THE Ba3 CFR

Grifols' Ba3 CFR continues to reflect: (1) the company's good scale
with a high degree of vertical integration and leading market
positions in human blood plasma-derived products; (2) the barriers
to entry including, but not limited to, a high degree of
capital-intensity and regulatory constraints in a consolidated
market; and (3) the favourable fundamental industry drivers, with
volume growth supported by improving diagnostics.

Conversely, the rating reflects: (1) the company's narrow, albeit
improving, diversification, with a high dependence on human blood
plasma-derived products and vulnerability to market imbalances and
negative pricing movements; (2) its view of the potentially high
impact - albeit low probability - of safety risks relating to
product contamination; and (3) a leveraged capital structure where
Moody's expects leverage -- defined as Moody's adjusted debt/
EBITDA - to be above 5x over the next 12-18 months.

For the twelve months to June 2019, Moody's estimates that Grifols'
leverage -- defined as Moody's adjusted debt/ EBITDA -- was
approximately 5.7x and well in excess of the 5x trigger that
Moody's established as a threshold for potential negative rating
pressure. Earlier this month, Moody's understands that Scranton
Enterprises B.V. (Scranton) -- a minority shareholder of Grifols --
had entered into an agreement with a view to acquire BPL Plasma, a
plasma collector in the United States. While this transaction
occurs outside of the restricted group, Moody's believes there is a
possibility that -- upon closing of the deal -- Grifols and
Scranton may structure a collaboration agreement similar to the one
that Grifols has in place with Haema and Biotest, which allows
Grifols to consolidate the EBITDA of both companies due to Grifols'
operational control.

Moody's has made an adjustment to debt to reflect the Haema and
Biotest transactions (roughly USD538 million, which is equal to the
transaction amount for the two companies in 2018). In the event
that Moody's would also debt-adjust for the BPL Plasma transaction,
it could further increase its adjusted debt figures and leave
Grifols weakly positioned in the Ba3 rating category with adjusted
leverage above 5x for a prolonged period of time. Moody's believes,
however, that an eventual acquisition of BPL Plasma by Grifols
would be several years away due to BPL Plamsa's existing long-term
supply arrangements. In addition, the proposed refinancing is net
debt neutral and will lower the company's annual interest expenses.
Moody's expects Grifols to continue displaying a solid operating
performance with revenues growing in the mid-to-high single digits
percentage over the next two-three years. Underpinned by a
favorable operating leverage, Moody's expects operating margins to
start improving again over the next 12 months and support a gradual
improvement of free cash flows.

STABLE OUTLOOK

The current stable outlook incorporates Moody's expectations that
adjusted leverage will improve towards 5x by the end of 2021 due to
the continued strengthening in the company's operating performance.
The Ba3 CFR is currently weakly positioned in the rating category
with limited room for negative deviations in operating performance
and/ or further acquisitions.

LIQUIDITY

Proforma the contemplated refinancing, Moody's expects Grifols'
liquidity profile to be good over the next 12-18 months. The
company will have no meaningful debt maturities until 2025. Moody's
expects free cash flows to gradually increase towards EUR300
million over the next 2-3 years and further liquidity is provided
by access to its undrawn USD500 million revolver. Following the
refinancing, Grifols will also have substantial leeway in its
springing maintenance covenant.

STRUCTURAL CONSIDERATIONS

The Ba2 rating assigned to the new senior secured bank credit
facilities and secured notes reflect their pari-passu ranking in
the waterfall. Moody's understands the instruments will benefit
from a guarantor coverage amount to at least 70% of total EBITDA.
The affirmation of the B2 rating on the senior unsecured notes
reflect the sizable senior secured bank credit facilities ranking
ahead of the notes. The Ba3-PD probability of default rating (PDR)
is in line with the Ba3 CFR reflecting Moody's 50% corporate family
recovery rate.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the Ba3 CFR is unlikely in the short term in
view of the company's currently high leverage. Over time, upward
pressure could develop should Grifols' leverage decrease below 4.0x
on a sustainable basis with its cash flow from operations
(CFO)/debt ratio improving sustainably above 15%.

Downward pressure could develop if Grifols fails to bring leverage
down towards 5x. Rating pressure could also develop if
Moody's-adjusted EBITDA margin declines materially or if there are
quality concerns emerge in respect of its major products.

METHODOLOGY

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

Grifols S.A., headquartered in Barcelona, Spain, is a global
healthcare company primarily focused on human blood plasma-derived
products and transfusion medicine. Grifols extracts essential
proteins from human blood plasma, the liquid portion that
constitutes 50% of the total blood volume, and uses these proteins
to produce and distribute therapeutic medical products to treat a
range of rare, chronic and acute conditions. Grifols also supplies
devices, instruments and assays for clinical diagnostic
laboratories. Grifols is listed (also via ADR in the US) on the
Madrid Stock Exchange and is part of the IBEX 35 Index.




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

ARCHROMA HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Switzerland-based specialty chemicals producer Archroma Holdings
S.a r.l. (Archroma) and its existing euro-denominated term loan B
(TLB).

The recovery rating on the existing TLB and on the fungible add-on
facility is unchanged at '3' because S&P still expect meaningful
recovery (50%-70%) of principal in the event of payment default.
That said, S&P's recovery expectations for the first-lien debt have
fallen to 55% from 60%.

Archroma's operating performance is likely to improve further on a
constant currency basis based on positive contributions from the
recently announced bolt-on acquisition in packaging and paper
specialties. S&P has not made any significant changes to its
base-case forecasts, in light of the proposed transaction and
recent performance. Archroma will continue to adjust its
pricing/volume mix strategy, as it has in recent quarters.
Escalating trade tensions and the potential for adverse foreign
exchange movements in major Asian and Latin America countries make
our macroeconomic predictions increasingly uncertain.

The recently announced bolt-on acquisition of BASF's stilbene-based
OBA (optical brightening agents) business in India is expected to
close in the fourth quarter of 2019. S&P expects it to strengthen
Archroma's positioning and improve its footprint in Asia. The
acquisition should make a positive contribution to revenue and
EBITDA in FY2020. Since Archroma was created, it has gradually
improved its size and product offering across all its divisions,
through its acquisition of BASF's textile product lines in 2015 and
the integration of M. Dohmen in 2018.

Archroma will continue to improve its margins to about 12.5%-13.5%
over FY2019 to FY2021 by maintaining the ability to pass on raw
material price increases to customers and retaining tight control
over its operating expenses. As the cost of raw materials rose in
the first half of FY2019, Archroma tackled the issue by increasing
prices in the second half. S&P now sees signs that pricing of key
raw materials and intermediates in Asia is likely to subside from
the high levels seen over the past quarter.

Further operational improvements and initiatives to lower operating
costs will support higher EBITDA of about $175 million-$180 million
in FY2019 and $180 million-$190 million in FY2020 and FY2021.

S&P said, "We expect free cash flow generation to strengthen due to
management's focus on working capital management. The company is
gradually unwinding its net working capital position, which peaked
during the second quarter of FY2019 at $364 million. We expect cash
conversion to improve over the second half of FY2019 and in the
following year because Archroma has implemented better inventory
management and is looking at renegotiating payment terms with
vendors.

"We expect positive free operating cash flow (FOCF) of at least $30
million per year from FY2019 on, based on efficiency gains and
improved working capital. Our debt metrics are therefore expected
to remain in line with our previous assumptions of about 5.2x-5.5x
in FY2020-FY2021, and commensurate with the rating at the current
level.

"The stable outlook incorporates our view that Archroma will
improve its adjusted EBITDA to about $175 million-$180 million in
FY2019 and $180 million-$190 million in FY2020-FY2021, and maintain
the ability to pass on raw material price increases to customers.
We also expect Archroma to generate positive FOCF and maintain
adequate liquidity.

"We could lower the rating if Archroma's FOCF turned negative in
2020 and its EBITDA interest coverage ratio weakened below 2.5x
without near-term recovery prospects. This could occur if the
company's margins weakened because it was unable to pass through
the higher cost of raw materials to customers, through adverse
foreign exchange movements, or because working capital management
was weak. It could also follow debt-financed acquisitions or
shareholder distributions.

"The rating is constrained by our view of the cyclicality and
growth prospects of Archroma's end markets. However, we could
consider raising the rating if we were confident that Archroma
would generate positive FOCF of at least $50 million, its adjusted
EBITDA margins improved sustainably to about 15%, and the private
equity sponsor committed to maintaining adjusted leverage below
5x."


SCHMOLZ + BICKENBACH: S&P Lowers ICR to 'CCC', On Watch Developing
------------------------------------------------------------------
S&P Global Ratings lowered to 'CCC' from 'B-' its long-term issuer
credit rating on Swiss steelmaker Schmolz + Bickenbach AG (S+B) and
its issue rating on its senior secured notes, and placing them on
CreditWatch developing.

The CreditWatch developing placement points to the potential for a
further downgrade, ultimately to 'D' (default), if S+B cannot reach
an agreement, or if it initiates a distressed exchange offer on the
notes.

The downgrade reflects the growing pressure on Schmolz + Bickenbach
AG's (S+B's) liquidity position and its unsustainable capital
structure, which may lead to a distressed exchange offer or debt
restructuring over the coming weeks.

S&P said, "On Oct. 23, 2019, S+B announced its intention to raise
up to CHF350 million of equity (EUR320 million). We view positively
the support of core 17.5% shareholder, Mr. Haefner, to back up the
equity issue by providing an underwritten commitment of up to
CHF325 million. This commitment is conditional upon the following
factors (among others): minimal ownership of at least 37.5%; a
regulatory mandatory takeover offer exemption; and getting support
from the company's core banks. The company aims to approve the
equity injection by Dec. 2, 2019.

"We understand that S+B has started negotiations with its banks on
a long-term financing. In our view, such discussions will need to
include a new set of financial covenants as well as address a
potential acceleration of the maturity of the EUR350 million senior
secured notes related to the change-of-control put option. We
currently have limited visibility on the future debt strucutre of
the company, and whether such a strucuture would meet Mr. Haefner's
objective."

At this stage, S&P sees three potential scenarios:

-- A sizable equity issue, supported by the company's core banks,
accompanied by a distressed exchange offer on the notes. In this
scenario, we would lower the ratings to 'SD' (selective default).

-- No equity increase. Under this scenario, the company would not
be able to secure a robust long-term financial arrangement from its
banks or reach any agreement. As a result, Mr. Haefner's commitment
would become obsolete and a debt restructuring would likely follow
with a liquidity deficit and unsustainable capital structure. We
would lower the ratings to 'D' (default).

-- A sizable equity issue backed by full support from the banks,
with relatively minor changes in the terms of the outstanding
notes. Such support could include, among others, relaxed covenants,
an extension of the maturity profile, or additional commitments. In
this case, we would raise the ratings either to 'CCC+', or, albeit
less likely, to 'B-', depending on the size of the equity issue.

S&P said, "In our view, the complexity of the finance package and
the short timeline gives the banks bargaining power, and we cannot
rule out that the banks push for material changes in the terms of
the notes. We believe that the scenario of no equity increase is
less likely than the other two scenarios.

"The equity increase, in our view, is a very important milestone in
stabilizing S+B's fragile liquidity situation. However, it may be
insufficient to solve S+B's unsustainable capital structure. Under
the first and third scenarios, we project S&P Global
Ratings-adjusted debt of about EUR800 million by the end of 2019,
with EBITDA of about EUR50 million. In our view, in order to
achieve a sustainable capital structure, with adjusted debt to
EBITDA of 6x or better, S+B will need to generate minimum EBITDA of
about EUR130 million in 2020, with no material increase in its
outstanding debt. At this stage, there is a high level of
uncertainty regarding the company's ability to achieve such
results, and so it is more likely that the capital structure will
remain unsustainable in 2020."

Simultaneously with the recent equity increase announcement, S+B
announced its third profit warning in three months, and now sees
EBITDA falling below EUR70 million, compared to its original
guidance of EUR70 million-EUR100 million in September. Weak demand
from the European auto industry, which was responsible for about
50% of S+B's revenues in 2018, continued in September and October,
and there is no sign of a quick recovery. Additional pressure on
S+B's results will come from price headwinds, as falling scrap
prices are impairing the company's inventory. While visibility
remains very low, S&P does not believe that the weak fundamentals
will persist in 2020, and a recovery in EBITDA to a range of EUR100
million-EUR150 million remains its base case.

The CreditWatch developing placement indicates a potential change
in the ratings over the coming weeks depending on S+B's ability to
secure a financing package, and the associated terms of such a
package.

S&P said, "In the event of a distressed exchange offer, or in the
less probable event of S+B not reaching an agreement with the
different stakeholders, we are likely to lower the ratings to 'SD'
(selective default) or 'D' (default).

"On the other hand, a successful sizable equity injection with no
loss of value for any of the debtholders would likely result in us
raising the ratings to 'CCC+', indicating an adequate liquidity
position but an unsustainable capital structure. In a more
optimistic scenario of S+B achieving an equity increase of EUR320
million or more, along with a material improvement in its debt
maturity profile, we may also consider raising the ratings to
'B-'."




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

BANK ALLIANCE: S&P Assigns 'B-/B' ICRs, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B-/B' long-and short-term issuer
credit ratings to Ukraine-based Bank Alliance. The outlook is
stable.

S&P also assigned its 'uaBBB-' national scale rating to the bank.

S&P said, "The long-term rating on Bank Alliance reflects our 'b'
anchor, the starting point for rating commercial banks operating in
Ukraine. We derive the anchor from a combination of our economic
risk score of '10' and an industry risk score of '9' under our
BICRA for Ukraine."

The economic risk in the Ukrainian banking system remains one of
the highest in a global comparison, despite notable improvements in
the macroeconomic environment over the past four years and expected
macroeconomic stability in 2019-2021. S&P said, "We expect the
Ukrainian economy to expand at an average 3.0% over the coming two
years, supported by domestic demand, reducing inflation, and a
slight depreciation of the hryvnia. We believe that the Ukrainian
economy continues to be in a prolonged correction phase, but its
impact on the banking system has subsided thanks to normalized
credit costs. We view extremely high credit risk as a key weakness
for the banking system. The system's reported nonperforming loans
(NPLs; loans over 90 days overdue) stand at about 52%, mainly
reflecting very weak assets quality at state-owned banks, high
related-party lending, substantial share of loans in foreign
currency, and still-pending mechanisms for orderly NPL
resolution."

S&P said, "We think that the industry risk for banks in Ukraine has
reduced but still remains very high in global terms. We believe
that banking regulation and supervision have materially
strengthened over the past four years under the management of new
governors of the National Bank of Ukraine (NBU). The NBU is
striving to preserve its independence and harmonize the regulatory
framework with the EU standards, and it demonstrated predictability
and consistency of regulatory actions. Although the banking system
has been substantially cleaned up of weaker banks, a high share of
state-owned banks and, although not our base case, possible
unfavorable court decisions regarding Privatbank's nationalization
is tipping the system's stability. The funding profile of the
banking system is stable with expected core customer deposits to
net loans remaining well in excess of 100% supported by healthy
growth in deposits and net banking sector external debt close to
zero.

"We view Bank Alliance's franchise in the Ukrainian banking system
as small and evolving and dependent on the reputation of its
majority shareholder Mr. Alexander Sosis and his willingness to
support the bank with capital and liquidity injections in case of
unfavorable developments. We consider that the bank's ability to
manage its rapid growth and restrain its risk appetite is still
untested.

"We expect Bank Alliance to remain a niche player focusing on small
and midsize enterprise (SME) business in the next 12 months and to
continue its rapid growth, however from a very low base. With
assets of Ukrainian hryvna (UAH) 2,912 million (about $122 million)
and off-balance-sheet commitments of about UAH2,500 million as of
Sept. 30, 2019, the bank ranked No. 31 in the Ukrainian banking
sector by assets among 76 registered banks, and it holds 0.2% of
the market.

"We expect Bank Alliance's capitalization, as measured by our
risk-adjusted capital (RAC) ratio, to weaken to about 3.6%-3.7% by
year-end 2021 from 4.5% at year-end 2018 due to planned rapid
balance sheet growth and uncertain equity capital injections." In
S&P's base-case forecast for 2019-2021, its RAC ratio is based on
its assumptions that:

-- Loans and off-balance-sheet credit equivalents will grow to
UAH4 billion each by year-end 2021;

-- The bank will receive a capital injection of UAH60 million in
fourth-quarter 2019;

-- The net interest margin will decrease to about 6.0-6.5%;

-- Cost of risk will stand at about 2.5%;

-- The bank will report ROA of about 2.5%-3.5%; and

-- Full earnings retention.

S&P said, "In our view, the bank has a low margin over minimum
regulatory requirements for capital adequacy. Its total capital
adequacy ratio was 11.1% above the minimum of 10.0% and its Tier 1
ratio was 8.4% above the minimum of 7% as of Sept. 30, 2019.

"We believe that the bank's ability to manage rapid growth in loans
and off-balance-sheet credit exposures and to create an adequate
risk management framework will largely determine its asset quality
in the future. Currently the bank has very low NPLs, reflecting
limited operations before 2017."

The loan portfolio is concentrated in wholesale trading companies,
mainly trading chemicals, gas and consumer goods, as well as
transport (airlines) and agricultural companies. The top 20 loans
accounted for 59% of total loans and 3.0x total adjusted capital at
mid-2019, which is in line with peers. Bank's asset quality can
worsen rapidly if a few of its large loans become NPLs. A
mitigating factor for prospective asset quality is short loan
tenor--74% of loans had remaining term under one year. Also, 31% of
its FX loans are given predominantly to companies with FX revenues.
An additional credit risk is sizable business of providing
guarantees and credit lines (about UAH2.5 billion) as of Sept. 30,
2019. NPLs in credit and off-balance-sheet portfolios were below 1%
as of Sept. 30, 3019.

High corporate deposit concentrations represent a source of risk
for unexpected deposits withdrawals, which largely depend on
owner's reputation. Bank Alliance is exclusively funded by customer
deposits, of which corporate deposits accounted for 67% at mid-2019
and retail deposits for the rest. The 20 largest depositors
accounted for 46% of total deposits, while the top 3 depositors for
25% of total deposits as of Sept. 30, 2019.

S&P said, "We expect the main shareholder to support the bank with
additional liquidity injections in the event of sizable deposits
outflows. Cash and its equivalents accounted for 18% and Ukraine
government securities (which can be repoed) for an additional 5% at
Sept. 30, 2019. We estimate that broad liquid assets covered total
customer deposits by 29% at Sept. 30, 2019. Cash and cash
equivalents covered current accounts by about 50% on Sept. 1,
2019.

"The stable outlook reflects our expectation that, over the next 12
months, the majority shareholder will support Bank Alliance through
liquidity and capital injections in case of deposits outflows
and/or notable asset quality deterioration in order to avoid bank
default.

"A positive rating action on Bank Alliance in the coming 12 months
is unlikely because we do not envision material improvements to the
bank's business position and capitalization within the outlook
horizon.

"A negative rating action could follow if Bank Alliance's
capitalization and asset quality weakened significantly below our
base-case assumptions over the next 12 months because profit
generation and/or capital injections lag balance sheet expansion
and/or asset quality of largest exposures rapidly deteriorates and
the bank's shareholder does not show sufficient support to the
bank."




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

CARPETRIGHT PLC: Meditor Offers to Buy Business for 5p a Share
--------------------------------------------------------------
Laura Onita and Simon Foy at The Telegraph report that embattled
Carpetright could be taken private if investors back a possible bid
from its biggest lender, a hedge fund run by a millionaire poker
player.

According to The Telegraph, Meditor, which has a near-30% stake in
the chain, has offered to buy it for 5p a share -- almost half the
9.1p closing price on Wednesday, Oct. 30.

Other investors that collectively own about 24% have said they
would back it, but retail investors who put their savings in the
stock face huge losses, The Telegraph relates.

The deal would give major investors a way out from the carpet
seller, which narrowly managed to avoid collapse last year and was
forced to shut 92 stores and cut rents to stay afloat, The
Telegraph states.

Meditor has until Nov 28 to table a bid, The Telegraph discloses.

Carpetright is the UK's largest retailer of carpets, flooring and
beds.


CRL MANAGEMENT: Enters Into Company Voluntary Arrangement
---------------------------------------------------------
Laurence Eastham at Insurance Age reports that Alpha was CRL's sole
provider until it went bankrupt last year, and CRL has filed a
document on Companies House which proposes the firm is wound up.

CRL Management has entered a company voluntary arrangement (CVA)
ahead of likely being wound up, Insurance Age relates.

According to Insurance Age, documents filed on Companies House
showed CRL Management will continue to trade only to serve the
terms of the CVA.  It has been proposed that the company be wound
up following the issuance of final certificates on its existing
jobs, Insurance Age states.

CRL's creditors agreed to the CVA via an online meeting held on
Sept. 17, Insurance Age recounts.  The process was supervised by
Orla Wallace of Wallace & Company, Insurance Age notes.

The CVA follows confirmation from the Financial Services
Compensation Scheme (FSCS) last month that CRL had stopped writing
new business, Insurance Age relays.

The filing detailed that BCR Legal Group, of which CRL is an
appointed representative, is seeking around GBP317,000 from the
company, according to Insurance Age.

Casualty & General Insurance marked the largest claim of all
creditors, stating that they were owed more than GBP4 million for
unliquidated and unascertained debt, Insurance Age discloses.

The company began experiencing problems when unrated Danish
provider Alpha Insurance was declared bankrupt in May 2018,
Insurance Age relates.

Alpha was CRL's sole insurance provider until April 2018, when it
secured new capacity through Ark Insurance Services, Insurance Age
notes.

CRL director Steven Mansour explained in a strategic report that
the increased costs of working with Ark, as well costs incurred in
attempting to find replacement cover for Alpha policyholders, had
significantly worsened the company's financial position, according
to Insurance Age.

Following an initial deadline of March 2019, the Financial Services
Compensation Scheme (FSCS) extended the timeline for CRL to find
alternative cover several times, Insurance Age states.

After the collapse of a proposed deal with BCR on Aug. 1, the FSCS
announced that it would pay compensation to around 14,000
policyholders, Insurance Age notes.


EXCELLENCE AFLOAT: Goes Into Liquidation, Halts Trading
-------------------------------------------------------
Elis Sandford at CoventryLive reports that Excellence Afloat
Limited, a Coventry company which offers canal cruises, has gone
into liquidation.

The company, who offered Valley Cruises narrowboat hire and tours
based out of their Canal Basin hub, ceased trading at the beginning
of October, CoventryLive relates.

And a number of people who say they worked for the company have
claimed they were not paid for four months, CoventryLive
discloses.

According to CoventryLive, on Oct. 24, Rushtons Insolvency Ltd
confirmed they had been appointed as liquidators.

Work to clear the Canal Basin office has started, and it is
expected that boats remaining at the site will be moved out within
weeks, CoventryLive notes.

Documents show that the company entered a voluntary arrangement --
which provides a way for companies in distress to pay off their
debts over a fixed period of time -- in June 2018, CoventryLive
states.

At that time it traded from two sites, Coventry and
Stratford-upon-Avon, CoventryLive relays.

In February 2019, the break clauses were triggered under the terms
of the leases in Stratford -- and this meant that the company
vacated the Warwickshire site by the end of June, CoventryLive
discloses.

At this time, it was discovered that one of the landlords (there
being two, unconnected, at the Stratford site) -- the Canal and
River Trust -- was owed rent arrears, according to CoventryLive.


GOALS SOCCER: NorthWind 5s Buys Business Amid Accounting Scandal
----------------------------------------------------------------
Hannah Burley at The Scotsman reports that Goals Soccer Centre, the
East Kilbride-based five-a-side football pitch operator, has been
sold amid revelations that its tax bill may be as high as GBP40
million as the result of "improper behavior" by bosses.

According to The Scotsman, the embattled business, which has been
reeling from the fall-out of an accounting blunder first discovered
in March, has been acquired by NorthWind 5s, a new company backed
by Inflexion Private Equity and Soccerworld.

The transaction will be effected through a pre-pack administration
by administrators at Deloitte and will secure some 750 jobs, The
Scotsman discloses.

In a stock market update Goals, which operates around 50
five-a-side sites in the UK and the US, revealed that "the profits
of the business may have been overstated by as much as GBP40
million since 2009", The Scotsman relates.

Its tax bill was previously believed to be in the region of GBP12
million, The Scotsman notes.

Goals shares were de-listed from London's junior Alternative
Investment Market in September after it failed to resolve its
accounting issues by the stock exchange deadline, The Scotsman
recounts.

"It is very unlikely that shareholders of Goals will receive any
value for their shares. This outcome is a matter of deep regret for
the board, but as previously outlined the nature of the
inappropriate accounting (going back to at least 2009) and the
VAT-related issues means the business has been significantly less
profitable than previously believed," The Scotsman quotes Goals as
saying.

"At each and every step of the way the board has done everything in
its power in combination with its advisers to ensure that it took
steps to deliver the best outcome for the company and its
stakeholders."


KONDOR FINANCE: Fitch Gives B(EXP) Rating to New Unsec. Notes
-------------------------------------------------------------
Fitch Ratings assigned Kondor Finance plc's proposed loan
participation notes an expected senior unsecured 'B(EXP)' rating
and Recovery Rating of 'RR4'. The LPNs will be issued by Kondor
Finance on a limited recourse basis for the sole purpose of funding
a loan to National Joint Stock Company Naftogaz of Ukraine
(Naftogaz, B/Positive). The proceeds from the loan are expected to
be used by Naftogaz for general corporate purposes, including for
the repayment of existing financial indebtedness.

The final rating is contingent upon the receipt of final
documentation conforming materially to information already received
and details regarding the amount and tenor of the notes

KEY RATING DRIVERS

Expected 'B(EXP)' Notes Rating: The LPNs are rated at the same
level as Naftogaz's Issuer Default Rating (IDR) of 'B' as the
repayment of the principal amount under the loan will rank at least
pari passu with other unsecured and unsubordinated creditors of
Naftogaz. The loan from Kondor Finance to Naftogaz will constitute
a direct, unconditional and unsecured obligation of Naftogaz.
Noteholders will rely on certain covenants, the credit and
financial standing of Naftogaz in respect of payments under the
notes and the performance by Naftogaz of its obligations under the
loan agreement with Kondor Finance. Noteholders will benefit from
the change-of-control provision and certain financial covenants,
including a net debt-to-EBITDA ratio of 3x.

Ratings in Line with Sovereign's: Fitch views the overall linkage
of Naftogaz with the sovereign as strong, which is reflected in a
score of 40 under its Government Related Entities (GRE) criteria.
Fitch assesses as 'Strong' the company's status, ownership and
control, record of support from the state, and expectations and
financial implications of a default of Naftogaz. Fitch views the
socio-political implications of a default of Naftogaz as 'Very
Strong'.

Strong Links with State: Naftogaz is 100% state-owned and is
strategically important to the government as Ukraine's largest
natural gas production, wholesale, transmission and trading
company. Dividends, taxes and levies paid by Naftogaz represented
14.8% of Ukraine's revenue in 9M19. Historically the state also
guaranteed almost a third of the company's gross debt, which
Naftogaz repaid in May 2019. Between 2012 and 2015, the government
provided about UAH141 billion in direct support to Naftogaz.
Naftogaz's financial performance is closely monitored by the IMF,
Ukraine's main lender, which incentivises the government to ensure
that Naftogaz is adequately funded.

Standalone Credit Profile (SCP): The 'b-' SCP of Naftogaz captures
its monopoly in gas transit and domestic transportation by main
pipelines in Ukraine and improved financial profile and liquidity,
although the latter remains weak. It also reflects uncertainties
and potential volatility in its operating and financial profiles
after 2019, post the unbundling of its gas transmission business.
In its view, Naftogaz's stronger financial performance in 2016-2018
may not be sustainable in the long term, as it depends on external
factors on which Fitch has limited visibility, such as domestic gas
prices and increasing accounts receivables from distribution
intermediaries, as well as the unbundling of the transit division.

Ukraine Upgrade: Fitch expects that improving macroeconomic
stability in Ukraine and reduced domestic political uncertainty,
reflected in the recent upgrade of Ukraine's IDRs to 'B'
(Positive), are likely to result in lower pressure from the local
operating environment on Naftogaz's ratings.

Regulatory Risks to Ease: Fitch expects regulatory risk to ease
when the Public Service Obligation (PSO) regime ends in May 2020.
Under PSO, Naftogaz is legally obliged to provide gas to municipal
heat utilities and distribution intermediaries at below-market
prices determined by PSO. Due to low market prices, which are lower
than PSO-determined prices, prices of gas for PSO customers
decreased by 28% since April 2019. Naftogaz is legally required to
continue supplying some of its non-paying customers under certain
conditions, which may negatively affect the collection of
receivables as long as the PSO is in operation.

Naftogaz estimates that the state owes it significant compensation
under the PSO for supplying gas to customers at below market
prices, but Fitch conservatively excludes any compensation in its
forecasts.

Earnings Loss from Planned Unbundling: Ukraine's government has
committed to reforming the energy sector, in line with the EU's
third package. This implies market liberalisation and unbundling of
the gas transmission function (TSO) from gas production and supply.
Naftogaz expects this unbundling to take place in 2020, which is
also its assumption, after the gas transit contract with Gazprom
PJSC (BBB/Stable) expires. Naftogaz expects to handle gas transit
through its subsidiary Ukrtransgaz PJSC until then, but Fitch
assumes no revenue from transit or any compensation for the
unbundled assets after January 1, 2020.

Focus on Domestic Markets: After 2020, Naftogaz will focus on
domestic gas sales, storage, domestic petrol products and LNG
sales, gas production and service legal agreements with a newly
unbundled gas transit company. Fitch expects funds from operation
(FFO) adjusted gross leverage to average 1.0x over 2019-2022,
assuming lower earnings due to unbundling. Fitch also expects
increased capex to boost domestic gas production by 2021, both
through greenfield and brownfield investments. Naftogaz accounts
for about 80% of Ukraine's domestic gas production.

Favourable Arbitration Ruling: In 2017 and 2018, the Arbitration
Institute of the Stockholm Chamber of Commerce effectively ruled in
favour of Naftogaz in two multi-billion-dollar cases involving
Gazprom. As a result, Fitch believes the risks to Naftogaz's
financial position stemming from the arbitration are eliminated.
Fitch does not incorporate the USD2.6 billion net award in favour
of Naftogaz in its forecasts since its timing is uncertain.

Gazprom has appealed the award in the gas transit arbitration case
but Naftogaz has proceeded with enforcing the arbitration ruling
and is assessing alternatives to recover the award from Gazprom.
Fitch does not include any proceeds from arbitration outcomes in
its base case.

Disputes with Gazprom Continue: Naftogaz does not purchase natural
gas from Gazprom following the latter's refusal to resume supplies
in March 2018. Fitch believes that Naftogaz should be able to buy
the required volumes of gas from European suppliers as in
2016-2018. As of October 22, 2019, 21.5bcm of natural gas were
pumped into underground storage, to prevent disruption by the end
of the heating season to supplies in case of a halt to gas transit
by Gazprom as of January 1, 2020.

Gazprom depends on Naftogaz for gas transit to Europe and Fitch
expects it to honour its obligations under its transit agreement
until 2020. However, gas transit volumes could materially reduce
from 2020 when alternative pipelines Nord Stream II and TurkStream
are ramped up.

DERIVATION SUMMARY

Naftogaz operates in a weaker operating environment than other
Fitch-rated EMEA gas transmission and distribution companies, such
as eustream, a.s. (A-/Stable) and KazTransGas JSC (BBB-/Stable).

While Naftogaz's projected financial metrics for 2019 are strong
relative to peers', the company's SCP of 'b-' reflects potential
cash flow volatility arising from sensitivity to the continued
indexation of domestic gas prices in Ukraine, collectability of
accounts receivable and the impact of unbundling of the company's
gas transportation business expected post-2019. The rating of
Naftogaz is at the same level as Ukraine under its GRE Criteria.

KEY ASSUMPTIONS

  - Ukrainian GDP to increase around 3.4% annually over 2019-2022

  - Ukrainian CPI of 5.7%-8.5% p.a. over 2019-2022

  - No gas transit and transportation revenue post-2020 due to
    unbundling and the expiry of contract with Gazprom

  - Domestic sales of gas volumes to increase by 2021

  - Declining profitability across most segments from 2019

  - Capex of average USD1 billion annually over 2019-2022

  - Dividends payment in line with management estimates

KEY RECOVERY RATING ASSUMPTIONS

  - Naftogaz's value is derived from a going-concern basis in a
    distressed scenario and that the company would keep its
    operations and would be restructured rather than liquidated.

  - Fitch has applied a 30% discount to 2020 EBITDA, post-
    unbundling, reflecting its view of a sustainable, post-
    reorganisation level upon which Fitch bases the valuation
    of the company. The discount reflects risks associated with
    the regulatory framework, potential weakening of financial
    profile and other adverse factors.

  - A 3x multiple is used to calculate a post-reorganisation
    enterprise value (EV). It is below the mid-cycle multiple
    for EMEA oil and gas companies. It captures higher-than-
    average business risks in Ukraine, and reflects Naftogaz's
    lack of both unique characteristics allowing for a higher
    multiple, or significant undervalued assets.

  - Fitch has taken 10% off the EV to account for
    administrative claims. Fitch has also treated all banking
    debt as prior-ranking. The principal waterfall analysis
    output percentage is capped at 50% or the 'RR4' band, in
    line with its criteria as Naftogaz's physical assets
    are located in Ukraine.

RATING SENSITIVITIES

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

  - Further positive rating action on Ukraine would be mirrored
    in Naftogaz's rating due to rating equalisation. This is
    provided Naftogaz's SCP remains up to three notches below
    the sovereign's rating and the links with the state do
    not weaken.

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

  - A negative rating action on Ukraine would be reflected
    in Naftogaz's ratings.

  - Significant deterioration of Naftogaz's financial profile
    or liquidity following the planned reorganisation with
    simultaneous weakening of links with the state.

The following rating sensitivities are for Ukraine:

The main factors that could, individually or collectively, lead to
an upgrade are:

  - Increased foreign currency reserves and external financing
    flexibility.

  - Improvement of structural indicators, such as governance
    standards.

  - Higher growth prospects while preserving improved
    macroeconomic stability.

  - Further declines in government indebtedness and improvements
    in the debt structure.

The main factors that could, individually or collectively, lead to
the Outlook being revised to Stable are:

  - Re-emergence of external financing pressures or increased
    macroeconomic instability, for example stemming from  
    failure to agree an IMF programme or delays to
    disbursements from it.

  - External or political/geopolitical shocks that weaken
    the macroeconomic performance and Ukraine's fiscal
    and external position.

  - Failure to improve standards of governance, raise
    economic growth prospects or reduce the public debt-to-GDP
    ratio.

LIQUIDITY AND DEBT STRUCTURE

Tight but Manageable Liquidity: At September 30, 2019, Naftogaz had
USD1,468 million in short-term debt, with freely available cash of
USD1,017 million. Most of its total indebtedness USD1.5 billion out
of USD2.5 billion is bank borrowings from Ukrainian state banks
such as JSC State Savings Bank of Ukraine, Public Joint-Stock
Company Joint Stock Bank Ukrgasbank and JSC The State Export-Import
Bank of Ukraine. The remaining USD1 billion is senior unsecured
euro- and US dollar- denominated bonds maturing in 2022-2024.


SIMONS GROUP: Cashflow Difficulties Prompt Administration
---------------------------------------------------------
Business Sale reports that Lincoln-based building contractor Simons
Group has announced that it has gone into administration.

Accountant FRP Advisory has been appointed administrator, Business
Sale discloses.

FRP Advisory said that some staff will be retained as the business
is wound down and attempts are made to transfer the firm's existing
contracts to alternative contractors, Business Sale relates.

According to Business Sale, Simons Group ran into problems over its
GBP33 million contract to build the Pebble Hospital in the
Midlands, which would be the country's second biggest hospital upon
completion.

"After a period of challenging trading and contract delays resulted
in unsustainable cashflow difficulties, the directors of Simons
Group were left with no choice but to enter the business into
administration," Business Sale quotes Joint administrator Nathan
Jones as saying.

"Our initial focus will now be on working to ensure that any live
contracts are transferred across to new contractors with minimal
disruption" and that FRP would be "looking to market some elements
of the business for sale and encourage any interested parties to
make contract with the administrators without delay."

In its last financial year, Simons Group made a GBP704,000 pre-tax
profit on turnover of GBP104.4 million, Business Sale relays.

Company account show that Simons Group employs 182 people, down
from 215 employees in its 2017 accounts, Business Sale notes.




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

[*] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW
-----------------------------------------------
Author: John E. Tracy
Publisher: Beard Books
Soft cover: 470 pages
List Price: $34.95
Order a copy today at https://is.gd/fSX7YQ

Originally published in 1947, The Successful Practice of Law still
ably serves as a point of reference for today's independent lawyer.
Its contents are based on a series of non-credit lectures given at
the University of Michigan Law School, where the author began
teaching after 26 years of law practice. His wisdom and experience
are manifest on every page, and will undoubtedly provide guidance
for today's hard-pressed attorney.

The Successful Practice of Law provides timeless fundamental
guidelines for a successful practice. It is intended neither as a
comprehensive reference work, nor as a digest of law. Rather, it is
a down-to-earth guide designed to help lawyers solve everyday
problems -- a ready-to-tap source of tested proven methods of
building and maintaining a sound practice.

Mr. Tracy talks at length about developing a client base. He
contends that a firemen's ball can prove just as useful as an
exclusive party at the country club in making contacts with future
clients. He suggests seeking work from established firms as a way
to get started before seeking collections work out of desperation.

In his chapter on keeping clients, Mr. Tracy gives valuable lessons
in people skills: "(I)f a client tells you he cannot sleep nights
because of worry about his case, you will ease his mind very much
by saying, 'Now go home and sleep. I am the one to do the worrying
from now on.'" Rather than point out to a client that his legal
predicament is partly his fault, "concentrate on trying to work out
a program that will overcome his mistakes." He cautions against
speculating aloud to clients on what they could have done
differently to avoid current legal problems, lest they change their
stories and suddenly claim, falsely, that they indeed had done that
very thing. He also advises against deciding too quickly that a
client has no case: "After you have been in practice for a few
years you will be surprised to find how many seemingly desperate
cases can be won."

Mr. Tracy advises studying as the best use of downtime. He quotes
Mr. Chauncey M. Depew: "The valedictorian of the college, the
brilliant victors of the moot courts who failed to fulfill the
promise of their youth have neglected to continue to study and have
lost the enthusiasm to which they owed their triumphs on mimic
battle fields." Mr. Tracy advises against playing golf with one's
client every time he asks: "My advice would be to accept his
invitation the first time, but not the second, possibly the third
time but not the fourth."

Other topics discussed by Mr. Tracy, with the same practical, sound
advice, include fixing fees, drafting legal instruments, examining
an abstract of title, keeping an office running smoothly, preparing
a case for trial, and trying a jury case. But some of best counsel
he offers is the following: You cannot afford to overlook the fact
that you are in the practice of law for your lifetime; you owe a
duty to your client to look after his interests as if they were
your own and your professional future depends on your rendering
honest, substantial services to your clients. Every sound lawyer
will tell you that straightforward conduct is, in the end, the best
policy. That kind of advice never ages.

John E. Tracy was Professor Emeritus and Member of University of
Michigan Law School Faculty from 1930 to 1969. Professor Tracy
practiced law for more than a quarter century in Michigan,
New York City, and Chicago before joining the Law School faculty in
1930.  He retired in 1950. He was born in 1880. He died in December
1969.



                           *********


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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
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,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *