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

                          E U R O P E

          Tuesday, November 12, 2019, Vol. 20, No. 226

                           Headlines



C Y P R U S

AVIA SOLUTIONS: Fitch Assigns BB(EXP) LT IDR, Outlook Stable


F I N L A N D

CITYCON OYJ: S&P Rates New Unsec. Subordinated Hybrid Notes 'BB'


F R A N C E

LA BANQUE POSTALE: S&P Rates New Tier 1 Capital Notes 'BB'


I R E L A N D

ADAGIO CLO VIII: Fitch Assigns B-sf Rating on EUR10.5MM Cl. F Debt
LIMERICK FC: Docked 26 Points by FAI Following Examinership
PALMERSTON PARK: Fitch Assigns B-sf Rating on Class E Notes
PALMERSTON PARK: Moody's Affirms B2 Rating on EUR11MM Cl. E Notes
RRE 3 LOAN: Moody's Assigns Ba3 Rating on EUR25MM Class E Notes



K A Z A K H S T A N

ASTANA GAS: Fitch Alters Outlook on BB LT IDR to Positive
STANDARD LIFE: Fitch Affirms B IFS Rating, Outlook Stable


L I T H U A N I A

AVIA SOLUTIONS: S&P Assigns Preliminary 'BB' ICR, Outlook Stable


N E T H E R L A N D S

TRIVIUM PACKAGING: S&P Assigns B+ LongTerm ICR, Outlook Stable


R U S S I A

CHUVASHCREDITPROMBANK PJSC: Put on Provisional Administration
DANSKE BANK: Bank of Russia Cancels Banking License
TASHKENT OBLAST: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable


S P A I N

LHC3 PLC: Moody's Affirms Ba2 CFR, Outlook Stable


T U R K E Y

DOGUS HOLDINGS: S&P Raises Turkish National Scale Rating to 'TrBB'


U K R A I N E

DTEK RENEWABLES: Fitch Rates EUR325MM Unsec. Green Bonds 'B'
DTEK RENEWABLES: S&P Assigns 'B-' Long-Term ICR, Outlook Stable


U N I T E D   K I N G D O M

BRITISH STEEL: 4,000 Jobs Saved Following Jingye Rescue Deal
CLINTONS: Urgently Needs to Shut 66 Shops to Avert Collapse
GLOBAL SHIP: S&P Hikes ICR to 'B+' on Improving Financial Profile
RRE 3 LOAN: S&P Assigns BB-(sf) Rating on EUR25MM Class E Notes
SEADRILL PARTNERS: S&P Cuts ICRs to 'CCC/C', Outlook Negative

SIRIUS MINERALS: Launches Fundraising for Fertilizer Mine
ZELLIS HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B-' ICR

                           - - - - -


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C Y P R U S
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AVIA SOLUTIONS: Fitch Assigns BB(EXP) LT IDR, Outlook Stable
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Fitch Ratings assigned Avia Solutions Group (CY) PLC an expected
Long-Term Issuer Default Rating of 'BB(EXP)' with a Stable
Outlook.

The agency has also assigned an expected senior unsecured rating of
'BB(EXP)' to the planned USD300 million bonds to be issued by ASG
Finance Designated Activity Company, which is 100%-owned by Avia.
The bonds will be guaranteed by Avia and its key divisional
subsidiaries accounting for over 90% of Avia's consolidated
revenues.

The expected IDR reflects the company's reorganisation and planned
largely-debt funded investments in its future growth. The
assignment of the final ratings is contingent on the receipt of
final bond documents conforming to information already reviewed.

The IDR is supported by diversity of Avia's operations in various
segments of the commercial aviation value chain, fairly good
diversification by geography with a focus on Europe and by
customers, reasonably stable profitability and low, albeit
increasing, asset intensity. Given the company's operations in
maintenance, repair and overhaul (MRO), ground handling and
aircraft leasing (ACMI and dry divisions), Fitch considers Avia's
business as somewhat more stable than passenger airlines'.

However, the company remains exposed to sector cyclicality and
strong competition from more sizable players in its respective
segments, including lessors and in-house MRO services of airlines.
Although its growth strategy is focused on existing business lines,
its execution risk is related to managing the business mix, higher
aircraft ownership and expansion to new geographies amid strong
competition.

Avia's credit metrics compare well with that of similarly rated
peers that are usually present in one of the segments of Avia's
operations. Key-person risk stemming from majority ownership by one
individual is a limiting factor despite historically limited
dividends. Its forecasts assume no dividend payments over
2020-2023.

KEY RATING DRIVERS

Well Diversified Business Model: Avia's operations span most of the
B2B segments in the commercial aviation sector ranging from MRO,
passenger and cargo charter, leasing, training to aircraft trading.
Avia is one of the leading independent aviation players in central
and eastern Europe with some of the major European airlines among
its customers. Avia generated 49% of its revenues (pro-forma for
group re-organisation) in 2018 from the developed markets of
Germany, UK, Ireland and the US, with central and eastern European
countries being other key contributors.

Established Market Positions: Avia has strong market positions in
the central and eastern Europe MRO and ground handling segments,
which benefit from competitive advantages such as limited
infrastructure availability for new entrants, licensing and
certification requirements. In the ACMI business, Avia is a large
player with 44 aircraft leased out to some of the largest airlines
in Europe and the short-term nature of wet-leasing enables the
company to manage customer risk. The company does not own the
aircraft in this division but has it on fairly short operating
leases, providing it with operational flexibility.

Its trading & leasing business (AAML) focusses on older narrow-body
aircrafts, which reduces the residual value risk faced by some of
the larger aircraft lessors. Its Cargo Brokers business provides a
full range of cargo aircraft charters and has long-term
relationships with some of the largest logistics players.

Focus on Organic Growth: Following the reorganisation and planned
debt issuance, Avia will be entering a new organic growth phase
with a focus on developing the MRO business and a higher share of
aircraft ownership in the trading & leasing division as well as
expansion of its geographic footprint with emphasis on
higher-growth markets in Asia. While the expansion strategy relates
to its existing business areas and expertise, in its view its
significant scope increases execution risk. Its ability to balance
the growth between the more predictable Aviation Support Services
business (MRO, ground handling, etc) and trading & leasing and
managing higher aircraft ownership, while maintaining a solid
financial profile are important for the stability of the rating.

Aviation Support Growth Driver: Growth will be driven by the
Aviation Support Services business (MRO, training, ground handling
and charter) whose pro-forma EBITDA contribution to the group is
expected by Fitch, in its analysis, to increase to 36% in 2022
(excluding IFRS 16 impact) from 25% in 2018. Trading and leasing
(AAML) is also expected to grow its EBITDA with its contribution to
35% from 33% during the same period due to investment in fleet.
ACMI and the Cargo Brokers businesses are forecast to remain
broadly stable, resulting in a decline in their EBITDA
contributions to 18% and 11% from 24% and 18%, respectively during
the same period.

Stable Operating Profile: Avia, despite its operations in several
business segments, has underlying dependency on the commercial
passenger aviation market. However, unlike passenger airlines, it
operates in B2B segments, which limits exposure to short-term
fluctuations in the aviation market. Avia's MRO, ground handling
and leasing operations provide some visibility on revenues. Being
asset-light and service-oriented the business leads to more stable,
albeit moderate, profitability as is the case for ACMI, most of the
Aviation Support Services and Cargo Brokers divisions. AAML is more
asset-intensive with resultant higher margins but also higher
potential volatility. Fitch expects Avia's margins to remain stable
over the next five years.

Brexit Risk Limited: Fitch views Avia's Brexit risk as manageable
as the company generated 15% of pro-forma revenues in the UK in
2018. While its MRO services at London Stansted may be adversely
affected, they accounted for only 6% of divisional revenue. Other
businesses exposed to Brexit - ACMI and Cargo Brokers - have more
operational flexibility to shift their services to other
geographies if needed. Aviation Support Services division has also
been proactive in getting regulatory approvals (such as EASA
accreditations for its MRO business).

Thomas Cook Impact Mitigated: Thomas Cook is also a risk for Avia
as the company was a wet lease provider of some aircraft to Thomas
Cook. However, most of the wet lease contracts were coming to an
end and had lower profitability on average. As a result, Avia has
been able to contract some of those aircraft at a higher rate for
repatriation efforts and is already re-contracting the aircrafts to
other airlines. Avia's budget for the ACMI division for 2019 is not
impacted by its exposure to Thomas Cook.

Moderate Financial Structure: Avia's dependence on debt-funded
growth has been limited till now. The company plans to issue a
USD300 million unsecured bond this year to fund organic growth
through investments in aircraft in AAML as well as equipment to
support growth in its trading & leasing and Aviation Support
Services businesses. As a result of the debt issuance and higher
future capex, Fitch forecasts pro-forma funds from operations
(FFO)-adjusted gross leverage to increase to around 3.5x (excluding
IFRS 16 impact) in 2019 from 2.0x in 2018. Based on the agency's
analysis, free cash flow (FCF) is likely to remain negative over
2019-2022. Fitch forecasts FFO-adjusted gross leverage to remain at
around or below 3.5x after 2019 assuming no dividend payments.
Avia's internal leverage guidance is below 2x net debt/EBITDA
(including IFRS 16 impact).

DERIVATION SUMMARY

Avia's business model is a combination of mostly service-oriented
businesses and, to a much lesser extent, more asset-intensive
business of aircraft leasing. In contrast to passenger airlines,
Avia operates in the B2B commercial aviation market. Given its
operations in MRO, ground handling and leasing businesses, Fitch
views its business profile as more stable than passenger airlines
but on a par with or marginally weaker than large pure ground
handling companies. The company operates on a smaller scale than
larger well-established lessors.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer

  - Capex-driven revenue growth in Aviation Support Services and
    AAML. Growth in ACMI's revenue based on management's forecast
    of broadly stable fleet size after growth in 2019. Cargo
    brokers' revenue to remain broadly stable.

  - Profitability to remain stable in Aviation Support Services,
    ACMI and Cargo Brokers. Margins in AAML to decline in 2019,
    due to sale of older aircraft, before recovering in 2020
    with investments in fleet.

  - Successful issuance of the USD300 million unsecured bond,
    which will be used to support planned capex.

  - No dividend payments from 2020 onwards.

RATING SENSITIVITIES

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

  - FFO-adjusted gross leverage sustainably below 3.0x and FFO
    fixed charge coverage over 4.5x.

  - Successful implementation of organic growth strategy leading
    to consolidated EBITDA margin exceeding 10%

  - Planned debt issuance proceeds deployed in line with
    management plan, leading to a balanced growth of
    asset-intensive leasing business and Aviation
    Support Services

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

  - FFO-adjusted gross leverage sustainably above 4.0x
    and FFO fixed charge coverage below 3.0x due to falling
    profitability or implementation of an ambitious dividend
    policy

  - Increased competition or exogenous shocks to the aviation
    industry leading to a decline in consolidated
    profitability below 5%

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Avia's liquidity at end 2018, pro-forma for
reorganisation and Cargo Brokers acquisition, consisted of EUR53
million of cash (EUR89.3 million at June 30, 2019). This compared
with EUR63 million of pro-forma total debt, of which EUR40 million
was short term. However, the short-term debt included bank
overdraft facilities of EUR20 million, which are rolled over
annually. FCF in 2019 is forecast by Fitch to be a negative EUR21
million. However, the company's planned USD300 million unsecured
bond issue in November 2019 will support liquidity in 2019 as well
as going forward as the bond proceeds will be used over three years
to fund capex.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance 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.



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CITYCON OYJ: S&P Rates New Unsec. Subordinated Hybrid Notes 'BB'
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S&P Global Ratings said it assigned its 'BB' issue-level rating to
Finland-based Citycon Oyj's proposed unsecured subordinated hybrid
notes.

S&P said, "We understand note proceeds will primarily repay
existing unsecured bonds. Citycon is also launching a tender offer
to repurchase its EUR219 million bonds due in 2020, EUR350 million
bonds due in 2022, EUR350 million bonds due in 2024, and NOK of up
to EUR900 million due in 2024 to extend debt maturities and reduce
near-term debt maturities further. Any remaining proceeds will pay
down debt or commercial paper. In addition, given that the hybrid
bond is a green issuance, proceeds must finance or refinance
existing assets, developments, or projects that meets the company's
green financing framework requirements.

"We classify the proposed notes as having intermediate equity
content until their first call date in November 2024 because they
meet our criteria in terms of their subordination, permanence, and
optional deferability during this period.

"Consequently, in our calculation of Citycon's credit ratios, we
will treat 50% of the principal outstanding under the hybrids as
debt rather than equity. We will also treat 50% of the related
payments on these notes as equivalent to interest expense. Both
treatments are in line with our hybrid capital criteria.

"We estimate that, following the transaction, the company's hybrid
capitalization rate will amount to about 9%, well below our
threshold of 15%."

S&P arrives at its 'BB' issue-level rating by deducting two notches
from its 'BBB-' issuer credit rating on Citycon. Under S&P's
methodology:

-- S&P deducts one notch for the notes' subordination, because the
issuer credit rating on Citycon is investment-grade (that is,
'BBB-' or above); and

-- S&P deducts an additional notch for payment flexibility to
reflect that the deferral of interest is optional.

S&P said, "The notching reflects our view that there is a
relatively low likelihood that the issuer will defer interest.
Should our view change, we might increase the number of notches we
deduct and take a rating action accordingly."



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LA BANQUE POSTALE: S&P Rates New Tier 1 Capital Notes 'BB'
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S&P Global Ratings said that it had assigned its 'BB' long-term
issue rating to the proposed low-trigger additional Tier 1 (AT1)
perpetual capital notes to be issued by French bank La Banque
Postale (LBP). The rating is subject to S&P's review of the notes'
final documentation. This is LBP's first issuance of Basel
III-compliant AT1 notes that S&P rates.

S&P said, "In accordance with our criteria for hybrid capital
instruments, the 'BB' issue rating reflects our analysis of the
proposed instrument and our assessment of LBP's stand-alone credit
profile (SACP) at 'bbb+'.

"To rate hybrids and senior nonpreferred notes issued by an entity
we regard as a core member of a group, as is the case for LBP
within the La Poste group, we analyze whether the stated group is
strong enough and willing to accrue support to these instruments.
In LBP's case, even if we see a strong willingness of La Poste to
support its subsidiary and its senior liabilities, such support may
be less predictable and available for the hybrids and senior
nonpreferred notes, in our view. Therefore, we use LBP's SACP as a
starting point in rating all hybrids and senior nonpreferred notes
issued by LBP."

The issue rating stands four notches below the 'bbb+' SACP, due to
the following deductions:

-- One notch because the notes are contractually subordinated;

-- Two notches reflecting the notes' discretionary coupon payments
and regulatory Tier 1 capital status; and

-- One notch because the notes contain a contractual write-down
clause.

Although the principal is subject to write-down if the bank's
common equity Tier 1 (CET1) ratio falls below 5.125%, S&P sees this
as a gone-concern trigger that does not pose additional default
risk.

As an EU-domiciled bank, LBP's AT1 instruments also face coupon
nonpayment risk if the bank has insufficient additional
distributable items, or if it breaches its capital
requirements--defined as the sum of the Pillar 1 and Pillar 2
requirements plus combined buffers--known as the minimum
distributable amount (MDA) thresholds.

Its MDA supervisory review and evaluation process thresholds in
2019 are CET1 of 9.25%, regulatory Tier 1 capital of 10.75%, and
total capital of 12.75%, against which the bank's pro forma (i.e.,
including the proposed issuance) current ratios were, respectively,
12.7%, 13.7%, and 16.8% on June 30, 2019. S&P said, "We note that
the lowest MDA headroom is toward its regulatory Tier 1 capital
ratio and is, after issuance, at 3%. Such a level is not unusual
among European peers and should also be viewed in the context of
the bank's moderate, but fairly predictable, earnings and its
dynamic business growth. We therefore do not further constrain the
issue ratings on its deferrable instruments. However, we will
monitor the bank's MDA headroom, especially in the context of the
upcoming partial takeover of French insurance company CNP
Assurances, and related regulatory capital treatment that we think
could weigh negatively on its capital position."

S&P said, "Once LBP has issued the securities and confirmed them as
part of the bank's regulatory Tier 1 capital base, we would expect
them to qualify as having intermediate equity content under our
criteria and we will therefore include them in our calculation of
LBP's total adjusted capital. Such inclusion has no impact on our
assessment of LBP's capital and earnings position. This reflects
our understanding that the notes are perpetual, regulatory Tier 1
capital instruments that have no step-up. The notes can absorb
losses on a going-concern basis through the nonpayment of coupons,
which are fully discretionary."



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ADAGIO CLO VIII: Fitch Assigns B-sf Rating on EUR10.5MM Cl. F Debt
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Fitch Ratings assigned Adagio CLO VIII DAC final ratings, as
follows:

EUR217,000,000 Class A: 'AAAsf'; Outlook Stable

EUR25,000,000 Class B-1: 'AAsf'; Outlook Stable

EUR10,00,000 Class B-2: 'AAsf'; Outlook Stable

EUR24,500,000 Class C: 'Asf'; Outlook Stable

EUR22,750,000 Class D: 'BBB-sf'; Outlook Stable

EUR17,500,000 Class E: 'BBsf'; Outlook Stable

EUR10,500,000 Class F: 'B-sf'; Outlook Stable

EUR11,000,000 Class Z: 'NRsf'

EUR35,200,000 subordinated notes: 'NRsf'

Adagio CLO VIII DAC is a cash flow collateralised loan obligation
(CLO). Net proceeds from the notes are being used to purchase a
EUR350 million portfolio of mainly euro-denominated leveraged loans
and bonds. The transaction has a 4.5-year reinvestment period and a
weighted average life of 8.5 years. The portfolio of assets is
managed by AXA Investment Managers, Inc.

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the 'B'
category. The Fitch-calculated weighted average rating factor
(WARF) of the underlying portfolio is 31.9.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-calculated weighted average recovery rate (WARR) of the
identified portfolio is 65%.

Diversified Asset Portfolio

The transaction will include two Fitch matrices that the manager
may choose from, corresponding to the top 10 obligor limits at 21%
and 26.5% of the portfolio balance. The covenanted maximum exposure
to the top 10 obligors for assigning the final ratings is 21% of
the portfolio balance. These covenants ensure that the asset
portfolio will not be exposed to excessive obligor concentration.
The transaction also includes limits on maximum industry exposure
based on Fitch's industry definitions. The maximum exposure to the
three-largest Fitch-defined industries in the portfolio is
covenanted at 40%

Portfolio Management

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

Limited Non-Euro Assets Exposure

The transaction is not allowed to invest in non-euro-denominated
primary market assets without entering into an asset swap on
settlement. The exposure to non-euro assets is limited to 25% of
the portfolio.

Cash Flow Analysis

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

RATING SENSITIVITIES

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

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

LIMERICK FC: Docked 26 Points by FAI Following Examinership
-----------------------------------------------------------
Emmet Malone at The Irish Times reports that the Limerick football
club has been docked 26 points by the Football Association of
Ireland (FAI) for having entered examinership, a sanction that
retrospectively means that they finished last in the league last
season.

According to The Irish Times, the club had been suffering financial
problems throughout last season as owner Pat O'Sullivan failed to
secure fresh investment and proved reluctant to make way for new
owners.

FAI competitions director Fran Gavin expressed confidence a couple
of weeks ago that O'Sullivan does now accept that substantial
change is required if the club is to retain its place in the league
and said he believes the club will have successfully emerged from
examinership in time to participate in the first division next
season, The Irish Times relates.


PALMERSTON PARK: Fitch Assigns B-sf Rating on Class E Notes
-----------------------------------------------------------
Fitch Ratings assigned Palmerston Park CLO DAC's refinancing notes
final ratings. It has also affirmed Palmerston Park CLO DAC's
existing notes.

RATING ACTIONS

Palmerston Park CLO DAC

Cl. A-1AR;             LT AAAsf New Rating; previously AAA(EXP)sf

Cl. A-1BR;             LT AAAsf New Rating; previously AAA(EXP)sf

Cl. A-2A XS1566961618; LT AAsf Affirmed;    previously AAsf

Cl. A-2B XS1566962269; LT AAsf Affirmed;    previously AAsf

Cl. B-1R;              LT Asf New Rating;   previously A(EXP)sf

Cl. B-2R;              LT Asf New Rating;   previously A(EXP)sf

Cl. C XS1566964125;    LT BBBsf Affirmed;   previously BBBsf

Cl. D XS1566965106;    LT BBsf Affirmed;    previously BBsf

Cl. E XS1566965015;    LT B-sf Affirmed;    previously B-sf

TRANSACTION SUMMARY

Palmerston Park CLO Designated Activity Company is a securitisation
of mainly senior secured loans (at least 90%) with a component of
senior unsecured, mezzanine and second-lien loans. Net proceeds
from the refinanced notes are being used to redeem the old notes.
The portfolio is managed by Blackstone/GSO Debt Funds Management
Europe Limited. The reinvestment period ends in April 2021.

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
current portfolio is 32.24.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favorable than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 66.19%.

Diversified Asset Portfolio

The transaction has four Fitch matrices corresponding to top 10
obligor limits of 15% and 27.5% and fixed-rate asset limits of 0%
and 7.5%. The transaction also includes limits on maximum industry
exposure for Fitch-defined largest industry covenanted at 17.5% and
three largest Fitch-defined industries covenanted at 40%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management

The transaction features a 1.4 year reinvestment period and
weighted average life of 6.7 years. The reinvestment criteria are
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.

Extended Weighted Average Life (WAL)

On the refinancing date, the issuer has extended the WAL covenant
by 1.25 years to 6.7 years and updated the Fitch matrix. Fitch
tested all the points in the matrix based on the extended WAL
covenant.

Increased Tail End Risk Exposure:

On the refinancing date, the WAL life end date has been extended to
July 2026 (from April 2025) which is less than four years from the
notes' final maturity date. In the portfolio amortizing after July
2026, if any collateral obligation (CO) is restructured such COs
might not have sufficient time for work-outs, which in turn could
affect recovery rates. To address the increased tail end risk from
such COs, Fitch has applied a stress of 3% on the breakeven
recovery rates.

Limited Interest Rate Risk

The transaction is partially hedged against interest rate risks as
fixed-rate liabilities account for 2.5% of target par while the
manager is allowed to invest a maximum of 7.5% of portfolio in
fixed-rate assets.

Hedged Non-Euro Asset Exposure

The transaction is permitted to invest up to 30% of the portfolio
in non-euro assets, provided perfect asset swaps are entered into.

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 two notches for the rated notes.

PALMERSTON PARK: Moody's Affirms B2 Rating on EUR11MM Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by
Palmerston Park CLO Designated Activity Company:

EUR233,000,000 Class A-1A-R Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aaa (sf)

EUR10,000,000 Class A-1B-R Senior Secured Fixed Rate Notes due
2030, Definitive Rating Assigned Aaa (sf)

EUR14,000,000 Class B-1-R Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned A2 (sf)

EUR10,000,000 Class B-2-R Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned A2 (sf)

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

EUR26,000,000 Class A-2A Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Apr 11, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR20,000,000 Class A-2B Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Apr 11, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR21,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed Baa2 (sf); previously on Apr 11, 2017 Definitive
Rating Assigned Baa2 (sf)

EUR24,500,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed Ba2 (sf); previously on Apr 11, 2017 Definitive
Rating Assigned Ba2 (sf)

EUR11,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed B2 (sf); previously on Apr 11, 2017 Definitive
Rating Assigned B2 (sf)

RATINGS RATIONALE

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

The Issuer issued the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1A Notes,
Class A-1B Notes, Class B-1 Notes and Class B-2 Notes due 2030,
previously issued on April 11, 2017. 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 26.0
million of Class A-2A Notes, EUR20.0 million of Class A-2B Notes,
EUR 21.0 million of Class C Notes, EUR 24.5 million of Class D
Notes, EUR 11.0 million of Class E Notes and EUR 45.0 million of
subordinated notes, which remain outstanding. The terms and
conditions of these notes have been amended in accordance with the
refinancing notes' conditions.

As part of this refinancing, the Issuer has set the weighted
average life to 6.7 years. In addition, the Issuer has amended the
base matrix 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 fully ramped as of the closing
date.

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

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

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using 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 399,983,607

Defaulted Par: EUR 0 as of October 07, 2019

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3,307

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 45.8%

Weighted Average Life (WAL): 6.7 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.

RRE 3 LOAN: Moody's Assigns Ba3 Rating on EUR25MM Class E Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by RRE 3 Loan
Management Designated Activity Company:

EUR248,000,000 Class A Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aaa (sf)

EUR36,000,000 Class B Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR28,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Baa3 (sf)

EUR25,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Ba3 (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 is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 7 month month ramp-up period in compliance with the
portfolio guidelines.

Redding Ridge Asset Management (UK) 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 a half-year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations or credit improved obligations.

In addition to the five classes of notes rated by Moody's, the
Issuer issued EUR 39.55m of Subordinated Notes which are not
rated.

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:

Par Amount*: EUR 399,000,000

Diversity Score**: 39

Weighted Average Rating Factor (WARF): 2980

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 44.00%

Weighted Average Life (WAL): 8.5 years

(*) The covenanted Target Par Amount is EUR400m, however Moody's
has assumed a Target Par Amount of EUR399m due to the potential
inclusion of unhedged assets into this transaction.

(**)The covenanted base case Diversity Score is 40, however Moody's
has assumed a diversity score of 39 as the transaction
documentation allows for the diversity score to be rounded up to
the nearest whole number whereas usual convention is to round down
to the nearest whole number.

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.



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

ASTANA GAS: Fitch Alters Outlook on BB LT IDR to Positive
---------------------------------------------------------
Fitch Ratings revised the Outlook on JSC Astana Gas KMG's Long-Term
Issuer Default Rating to Positive from Stable and affirmed the IDR
at 'BB' and National Long-Term Rating at 'A(kaz)'.

RATING RATIONALE

Under Fitch's Government Related Entities Criteria, Fitch
classifies AG as an entity with strong linkage to its ultimate
sponsor, the Republic of Kazakhstan (BBB/Stable), based on state
funding, policy support, and indirect full state ownership and
control via Sovereign Wealth Fund Samruk-Kazyna JSC (Samruk,
BBB/Stable, 50%) and JSC National Management Holding Baiterek
(Baiterek, BBB/Stable, 50%).

Conversely, Fitch perceives that the state's incentive to support
AG in case of a default is limited by the greenfield nature of the
pipeline project and its funding, which is mostly from local
sources.

There is a three-notch differential between the company's rating
and that of the sovereign, based on Fitch's combined assessment of
the strength of linkage to the government and its incentive to
support AG.

The revision of the Outlook largely reflects reduced completion
risk as the project has entered the final stages of construction
and commissioning on time and on budget. Transition to operating
phase is expected in 1H20.

KEY RATING DRIVERS

Status, Ownership and Control - Strong:

On March 5, 2018, the president of Kazakhstan presented the AG
project in his "five social initiatives" speech and it later became
a government decree, with close state control over its execution.

Fitch views Kazakhstan as the company's ultimate parent. It
indirectly owns 100% of AG via Samruk and Baiterek. Both holding
companies have special status, are granted quasi-fiscal functions
and manage strategic state assets. Government officials monitor and
control the project's progress via monthly reports to the minister
of energy and to two technical and a financial special working
groups.

The government provided Samruk with special crisis funds, which are
an important source of capital injections. These funds were
initially channelled in 2009-2010 from the state budget to Samruk
as an emergency liquidity buffer in the aftermath of the global
financial crisis. The government granted Samruk an option to reuse
the funds, but only for strategic projects, such as AG. Once
commissioned, the gas pipeline will become a strategic national
asset, which entails restrictions on security and privatisation.
Disposal of such assets requires a government decree.

Support Track Record and Expectations - Very Strong:

AG has received significant cash support from the government to
build the pipeline. Kazakhstan provided a capital injection via
Samruk and Baiterek of KZT80.3 billion, which constitutes 30% of
the total project cost. State-related creditors provided the
remaining 70%. In 2018, Kazakhstan's State Pension Fund purchased
KZT85 billion bonds maturing in 2033 and guaranteed equally by
Samruk and Baiterek. Eurasian Development Bank (EDB, BBB+/Stable,
66% owned by Russia and 33% by Kazakhstan) provided a final KZT102
billion via the purchase of another bond issue in 1H19. In turn,
EBD received a KZT51 billion earmarked loan from Development Bank
of Kazakhstan (DBK, BBB-/Stable; 100% owned by Baiterek) to
purchase 50% of the bonds. Thus, EDB effectively acts as a pass
through agent by channeling part interest payments from AG bonds to
service DBK's loan.

In addition to financial support, the state adopted favourable
legislation, which introduced a cost-based gas transportation
tariff framework. This uniform nationwide tariff will be increased
once the project is commissioned. This confirms a stable record of
state support and Fitch expects AG to continue to receive tangible
financial support from the government or its agents.

Socio-Political Implications - Weak:

Fitch does not expect any socio-political implications in case of a
default. As the project is still in the greenfield phase, a default
would not affect provision of any public services, but rather delay
gasification of the capital city Nur-Sultan (formerly Astana) while
current suppliers would cover energy needs.

Financial Implications of Default - Moderate:

The financial implications of a default are limited due to the
mostly non-public and local nature of the funding. However, there
could be some repercussions because 40% of funds are provided by
EDB, an international financial institution, which has loaned a
total USD3.3 billion in 75 projects in Kazakhstan (40% of EDB's
total portfolio) mostly in core sectors of the country's economy,
i.e. mining, transportation and energy, including gas distribution
networks. Thus a default would cause reputational damage, increase
the cost of finance to other GREs and decrease availability of
funding from other international financial institutions active in
Kazakhstan.

Standalone Rating Assessment:

Fitch has not assigned a Standalone Credit Profile at this stage
because of the lack of information on the EPC contractor and due to
availability of only preliminary information on revenue framework,
operational risk and financial metrics.

After the pipeline's construction is complete and the project is
commissioned, Fitch expects to have sufficient and full information
to assess AG's standalone rating. In particular, Fitch will assess
final signed rental agreement with the off-taker (Intergas Central
Asia, BBB-/Stable, the designated national operator of the main gas
pipelines) and the approved nationwide tariff. Fitch will also
review AG's updated financial model and its debt metrics that
reflect the actual and final set-up in the operating phase.

However, considering the strong features of the project, the credit
quality of its off-taker and preliminary information on revenue
framework and operating risk, Fitch believes it is likely that AG's
standalone rating will be four notches or less lower than
Kazakhstan's sovereign rating.

PEER GROUP

AG has no direct peers as the project is greenfield, rated under
the GRE Criteria. Its closest peer is JSC Samruk-Energy
(BB/Stable), which is rated using the same approach and notching,
but is fully operational and has a different structure of rating
drivers. Most significantly, a default by Samruk-Energy would have
greater socio-political and financial implications while it has
less ongoing cash support from the state. Another peer is
Kazakhstan Electricity Grid Operating Company (KEGOC, BBB-/Stable),
which is rated higher mostly due to its stronger standalone
profile.

The last relatively close peer is Qatari LNG producer RasGas
(AA-/Stable). It is rated much higher than AG, in line with the
sovereign, because it has very strong standalone profile at 'A+'.
Fitch also deems the socio-political and financial implications of
a default of RasGas for the Qatari state to be very significant.

RATING SENSITIVITIES

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

  - A downgrade of Kazakhstan's sovereign rating;

  - A reduction in implied support and commitment from the
government, as well as importance of the project to Kazakhstan;

  - Significant cost and time overruns during construction and
commissioning phase not remedied by the government, which will
change its assessment of Support Track Record factor;

  - Reassessment of Financial Implications of Default to Weak from
Moderate in case international financial institutions exit from the
project's funding.

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

  - An upgrade of Kazakhstan's sovereign rating;

  - Completion of construction and commissioning phase largely on
time and on budget with smooth transition to operating phase
resulting in a standalone rating assessment four notches lower than
the sovereign and/or reassessment of the socio-political
implications of a default.

TRANSACTION SUMMARY

AG is a domestic gas pipeline in final stage of construction. It is
designed to transport natural gas more than 1,000 kilometres from
fields in the Western Kazakhstan to 2.7 million people in the
capital and to 170 smaller towns along the pipeline route. The
provision of gas will allow many to switch from using coal or fuel
oil for their energy needs and will improve air quality. The
project cost is KZT267 billion (USD0.73 billion). Construction
started in 4Q18 and is expected to finish by end-2019. Designed
capacity is 2.2 billion cubic metres a year with option to increase
it to 3.7 billion cubic metres with additional compressor
stations.

CREDIT UPDATE

As of November 2019 construction of the linear part of the pipeline
is finished. Gas distribution and measuring stations are installed
as well. Currently, AG is running tests and preparing facilities
for the commissioning, which is expected to be finished by
end-2019.

Public Ratings with Credit Linkage to Other Ratings

Under Fitch's Government Related Entities Criteria, Fitch
classifies AG as an entity with strong linkage to its ultimate
sponsor, the Republic of Kazakhstan. There is a three-notch
differential between the company's rating with that of the
sovereign, based on Fitch's combined assessment of the strength of
linkage to the government and its incentive to support AG.

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 the way in which they are being managed by
the entity.

STANDARD LIFE: Fitch Affirms B IFS Rating, Outlook Stable
---------------------------------------------------------
Fitch Ratings affirmed Kazakhstan-based Joint-Stock Company Life
Insurance Company Standard Life's Insurer Financial Strength Rating
at 'B' and the National IFS Rating at 'BBB-(kaz)'. The Outlooks are
Stable.

KEY RATING DRIVERS

The ratings reflect Standard Life's weak risk-adjusted capital
position, less favourable business profile and high duration
mismatch between the company's long life insurance reserves and
significantly shorter investment instruments backing those
reserves. These factors are partially offset by the insurer's
improved investment risk and robust financial performance.

Standard Life's risk-adjusted capital position, as measured by
Fitch's Prism Factor-Based Model (Prism FBM) score, remained below
'Somewhat Weak' and weakened further at end-2018 from end-2017. Its
target capital grew in line with notable growth in the pension
annuities business, while available capital was eroded by a
significant KZT1.5 billion dividend outflow. The insurer's
risk-adjusted capital position remains under pressure from
significant profit repatriation - in May 2019 the shareholders
withdrew a further KZT800 million. However, Standard Life remains
compliant with regulatory capital requirements, with a solvency
margin of 146% at end-9M19 (end-2018: 182%).

Fitch assesses Standard Life's business profile as less favourable
than other Kazakh players' due to the insurer's small size and
limited diversification of the insurer' distribution channels. In
the non-life segment net business volumes doubled due to the
regulatory ban to transfer workers' compensation risks to non-life
insurers from July 2018. Fitch notes that Standard Life managed to
achieve the double-digit growth in this segment without accepting
major local accounts with an unfavourable claims history.

On the life insurance side, net business volumes grew by 169% in
9M19 from 9M18, with pension annuity business driving the growth
and accounting for 51% of net written premiums in 9M19. Standard
Life increased sales of protection-type insurance policies which
accounted for 7% of net written premiums in 9M19 compared to 1% in
9M18.

Like its local peers Standard Life remains exposed to a meaningful
duration mismatch on its balance sheet, driven by the pension
annuity business. The average duration of the liabilities-related
annuity business was over 10 years at end-9M19, while the duration
of its assets was significantly lower. The company's ability to
reduce this is constrained by the lack of long-dated assets in the
local capital market.

Standard Life saw a notable improvement in the average credit
quality of its investment portfolio as the share of
investment-grade bonds grew to 44% at end-9M19 from 21% at
end-2018. The company simultaneously reduced its exposure to
lower-rated bank deposits. The share of deposits placed with
B-rated banks decreased to 18% at end-9M19 from 61% at end-2018.
Fitch views the strengthening of the investment portfolio as
credit-positive.

In 9M19 Standard Life reported a strong net income of KZT883
million, with an annualised net income return on equity of 32%
(2018: 15%). As in prior years the investment component contributed
significantly to the net result. The company managed to report a
positive non-life underwriting result despite a doubling of
expenses in 9M19. Fitch expects the administrative expense burden
to constrain profitability.

RATING SENSITIVITIES

The ratings could be upgraded if Standard Life improves its
business diversification and reduces the mismatch between its
assets and liabilities provided that the company adheres to sound
underwriting practices and maintains the credit quality of its
investment portfolio.

The ratings could be downgraded if Standard Life's capital position
or financial performance weakens significantly.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance 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.



=================
L I T H U A N I A
=================

AVIA SOLUTIONS: S&P Assigns Preliminary 'BB' ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB' long-term issuer
credit rating to Lithuania-based aviation services provider Avia
Solutions Group (CY) PLC (ASG) and its preliminary 'BB' issue
rating to the group's $300 million proposed senior unsecured
notes.

The 'BB' preliminary issuer credit rating on ASG reflects the
group's competitive position as CEE's largest independent aviation
services provider. The group has multiple business lines that are
individually small relative to competitors in the wider aviation
industry. S&P also takes into account the cyclicality underlying
the airline sector, the competitive environment that could weigh on
the group's profitability, and ASG's deteriorating cash flow
profile and increasing financial leverage associated with its
expansion plans.

These factors are partly offset by ASG's established track record,
well-diversified customer base with longstanding relationships with
some of the largest global airlines, conservative balance sheet,
and prudent financial policy to maintain leverage (net debt to
EBITDA) below 2x. ASG's demonstrated discipline in capital
expenditure (capex), working capital management, dividend
distributions, and structuring past acquisitions translates to a
strong leverage ratio of about 1.0x pro forma for issuance of the
notes (but before the planned expansion is executed).

ASG is issuing $300 million senior unsecured notes and will use the
proceeds to fund its expansion plans and repay the majority of its
bank borrowings. After ASG issues the notes and carries out its
expansion plans, S&P forecasts S&P Global Ratings-adjusted debt to
EBITDA to be 1.5x-1.7x and FFO to debt at 45%-50% in 2020.

ASG has a track record of growth via acquisitions related to the
aviation industry. Aviation support services is ASG's original
business, providing aircraft maintenance, repair, and overhaul
(MRO), ground handling and fueling, crew training and recruitment,
and supply of spare parts. In October 2019, the group expanded into
aircraft wet leasing by acquiring related businesses Smartlynx and
Avion Express, whereby aircraft are chartered out with a complete
crew, maintenance, and insurance included (ACMI). ASG also expanded
into the aircraft trading and leasing segment by acquiring AviaAM
Leasing. It also acquired Chapman Freeborn, which is now the
group's cargo-charter broker segment. These fully completed
acquisitions are set to increase the group's revenue to EUR1.2
billion and adjusted EBITDA to about EUR200 million in 2019.

S&P said, "The ACMI segment strongly underpins ASG's credit
quality. It is the group's largest earnings contributor, accounting
for about 40% of group EBITDA in our forecast. The two aircraft wet
lessors in this segment, Smartlynx and Avion Express, have a
combined fleet of 44 aircraft in the Airbus A320 and A321 families
and constitute the world's largest narrow-body wet leasing
operator. We note, however, that the fleet is aging--averaging
about 17 years. ACMI has been a fast growing area in the aviation
industry because it offers airlines a fully functioning and trained
crew, maintenance, and insurance while charging an hourly rate.
This in turn helps airlines manage seasonal capacity, aircraft
fleet, aircraft delivery delays, and internal airline technical
problems, as well as saving airlines training fees while still
enabling them to generate profits. We believe that industry supply
disruption of aircraft, namely the grounding of the Boeing 737 Max,
will support the demand for aircraft wet leasing in the near
term."

U.K.-based tour operator Thomas Cook Group PLC was the largest
customer in ASG's ACMI segment until it entered into liquidation.
Nevertheless, the financial effect on ASG should be limited, given
that Thomas Cook accounted for only about 7%-8% of ASG's
consolidated revenue and because the leases will likely be
redeployed to other customers who will take over Thomas Cook's
slots.

The aircraft support services segment, which accounts for about 28%
of group EBITDA in S&P's forecast, benefits from low labor costs in
Lithuania and a well-established network predominantly in CEE. It
is an attractive value proposition for low cost airlines that
operate in the region, such as Ryanair, Wizz Air, and AirBaltic,
and has long-standing relationships with these airlines.

With a presence in 16 airports across eight countries, the aircraft
support services segment is relatively small compared with larger
aircraft ground and cargo handlers and fueling providers, such as
Swissport Group (over 300 airports; B-/Stable/--) and WFS (about
200 airports; rated B/Stable/-- under Promontoria Holding 264
B.V.). ASG's limited scale is slightly mitigated by the scope of
its one-stop-shop offering, in which it provides spare parts and
crew training. It also has certificates for aircraft types covering
more than 70% of the commercial aviation market in Europe.

The group's most capital-intensive business is the aircraft trading
and leasing segment, which operates under AviaAM Leasing and
accounts for about 25% of group EBITDA in S&P's forecast. About
half of the proposed $300 million unsecured notes' proceeds will
fund expansion in this segment, increasing the number of aircraft
transactions. Aircraft transactions require extensive planning and
timely execution to achieve profits. If executed smoothly, this
segment could self-finance its growth over the medium term.

S&P said, "We forecast that ASG's cash flow profile will weaken as
the group embarks on its expansion plan. We project a capex peak in
2020 and large (relative to historical trends) expansionary
investments continuing in 2021. Consequently, we forecast negative
free operating cash flow (FOCF) in 2020, likely rebounding to
positive by 2021 on improving EBITDA and slowing investments.
Positive FOCF will underpin ASG's liquidity while providing a
financial cushion for potential bolt-on acquisitions.

"The stable outlook reflects our view that ASG's strong organic
growth and EBITDA increasing to above EUR200 million by 2020 will
offset its higher debt, such that adjusted debt to EBITDA will stay
below 2x.

"We could consider lowering the rating if ASG experiences
unexpected operational setbacks, resulting in adjusted debt to
EBITDA increasing above 2x, adjusted FFO to debt falling below 45%,
or a tightening liquidity position. These could arise from
intensifying competition, an inability to pass on cost inflation to
customers in a timely fashion, loss of key customers, elevated
capex and working capital changes, or adverse events that damage
the group's reputation.

"We could also lower the rating if management adopts a less
conservative financial policy regarding leverage, capital
investment, debt-funded major acquisitions, or shareholder
returns.

"Given ASG's short operating track record on a consolidated basis,
we see limited ratings upside over the next 12 months.
Nevertheless, we could consider raising our rating if ASG
successfully executes its investment plan and integrates the recent
acquisitions, while establishing a positive trajectory of
sustainable growth and low volatility of profitability, and
deployed positive FOCF for debt reduction."



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

TRIVIUM PACKAGING: S&P Assigns B+ LongTerm ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to Netherlands-based metal packaging company, Trivium Packaging
B.V. (Trivium), and Trivium Packaging Finance B.V. S&P also
assigned its 'B+' issue and '3' recovery ratings to the senior
secured notes, and its 'B-' issue and '6' recovery rating to the
senior unsecured notes.

S&P's ratings on Trivium are supported by its leading positions in
metal packaging, particularly in Europe. Trivium supplies metal
packaging to the food (51% of revenue), aerosols (18%), seafood
(13%), and nutrition (11%) industries. It makes 67% of its products
from tinplate and 33% from aluminum.

Trivium's strong market positions, geographical diversification (in
terms of both sales and plant network), and its fairly stable
end-markets put its business risk profile at the lower end of
satisfactory. The group also has long-standing relationships with
its customers, averaging 15 years. Many of its customers are blue
chip companies. Trivium also has a well-invested and streamlined
asset base with relatively low maintenance capital expenditure
(capex) needs.

The metal packaging industry is competitive because most products
are fairly commoditized. Trivium supports its strong market share
by making cost rationalizations. The group plans to develop its
presence in segments that offer higher growth and are slightly less
commoditized, such as aerosols and nutrition.

Given the end-market structure, Trivium is exposed to a high level
of customer concentration. The group relies on a single substrate
(metal) and has some exposure to volatile raw material prices. It
is also smaller than some of its U.S.-based peers. For example,
Ball Corp. and Crown Holdings Inc. both generate revenue of over
$11 billion.

The company's operations in South America expose it to foreign
currency risk, partly mitigated by contractual protections, as does
the discrepancy between its reporting currency (U.S. dollars) and
its main operating currency (euros).

S&P considers Trivium to be highly leveraged based on its ratio of
adjusted debt to EBITDA, which is forecast to be about 8.2x in
December 2019.

The ratings are in line with the preliminary ratings S&P assigned
on July 15, 2019.

S&P said, "The stable outlook reflects our expectation that Trivium
will continue to generate stable, but modest, revenue growth. By
December 2019, we expect adjusted debt to EBITDA of about 8.2x and
funds from operations (FFO) to debt of 7%-9%.

"We could lower the rating if Trivium generates
weaker-than-expected cash flows and debt to EBITDA does not reduce
below 8.0x over the next 12 months. This could occur because of
lower sales, rising costs, adverse foreign-exchange movements, or
delays in the implementation of Trivium's business plan. We could
also lower the rating if Trivium adopted a more aggressive
financial policy; for example, undertaking a large debt-funded
acquisition or shareholder remuneration.

"We view an upgrade as unlikely in the near term, given Trivium's
high leverage and financial-sponsor ownership. Any upgrade would
require a substantial improvement in credit metrics--for example
debt to EBITDA below 5.0x. We would also expect a commitment from
shareholders to maintain debt to EBITDA below 5.0x on a sustainable
basis."



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

CHUVASHCREDITPROMBANK PJSC: Put on Provisional Administration
-------------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-2565, dated
November 7, 2019, revoked the banking license from the
Cheboksary-based credit institution JOINT-STOCK COMMERCIAL BANK
CHUVASHCREDITPROMBANK (PUBLIC JOINT-STOCK COMPANY), or JSCB
CHUVASHCREDITPROMBANK PJSC, Registration No. 1280).  The credit
institution ranked 258th by assets in the Russian banking system.

The Bank of Russia took this decision in accordance with Clauses 6
and 6.1 of Part 1 of Article 20 of the Federal Law "On Banks and
Banking Activities", based on the facts that
CHUVASHCREDITPROMBANK:

   -- failed to comply with legislation and Bank of Russia
regulations on countering the legalization (laundering) of
criminally obtained incomes and the financing of terrorism.  The
credit institution submitted to the authorized body incomplete and
incorrect information, including on operations subject to mandatory
control;

   -- conducted dubious transactions with cash foreign currency;

   -- violated capital calculation procedures and deliberately
understated the amount of loan loss provisions to be set up.  The
Bank of Russia estimates that an adequate reflection of the capital
and credit risks taken by the credit institution will lead to a
significant (over 35%) decrease in its equity.  This will result in
grounds for insolvency (bankruptcy) prevention measures and real
threat to creditors' interests;

   -- violated federal banking laws and Bank of Russia regulations,
due to which the regulator repeatedly applied supervisory measures
against it over the last 12 months, which include restrictions on
retail deposit-taking.

The activity of CHUVASHCREDITPROMBANK resulted in a considerable
amount of low-quality corporate loans in its balance sheet.  The
Bank of Russia sent the credit institution an order to make a
proper assessment of risks assumed and to reflect its real
financial standing in the financial statements.

The Bank of Russia appointed a provisional administration to
CHUVASHCREDITPROMBANK for the period until the appointment of a
receiver or a liquidator.  In accordance with federal laws, the
powers of the credit institution's executive bodies were
suspended.

Information for depositors: CHUVASHCREDITPROMBANK is a participant
in the deposit insurance system; therefore, depositors will be
compensated for their deposits in the amount of 100% of the balance
of funds but no more than a total of RUR1.4 million per depositor
(including interest accrued).

Deposits are to be repaid by the State Corporation Deposit
Insurance Agency (hereinafter, the Agency). Detailed information
regarding the repayment procedure can be obtained 24/7 at the
Agency's hotline (8 800 200-08-05) and on its website
(https://www.asv.org.ru/) in the Deposit Insurance / Insurance
Events section.

DANSKE BANK: Bank of Russia Cancels Banking License
---------------------------------------------------
The Bank of Russia, by its Order No. OD-2521, dated November 1,
2019, cancelled the banking license of Joint-stock Company Danske
Bank (JSC Danske Bank) (Registration No. 3307, Saint Petersburg).
The credit institution ranked 240th by assets in the Russian
banking system.

The license of Danske Bank was cancelled2 following the request
that the credit institution submitted to the Bank of Russia after
the decision of its sole shareholder on its voluntary liquidation
(in accordance with Article 61 of the Civil Code of the Russian
Federation).

Based on the reporting data provided to the Bank of Russia, the
credit institution has sufficient assets to satisfy creditors'
claims.

The Bank of Russia will appoint a liquidation commission to JSC
Danske Bank.

JSC Danske Bank is a member of the deposit insurance system.

TASHKENT OBLAST: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings, on Nov. 8, 2019, affirmed its 'BB-' long-term
issuer credit rating on Uzbekistan's Tashkent Oblast. The outlook
is stable.

Outlook

S&P said, "The stable outlook reflects our assumption that Tashkent
Oblast will maintain its strong budgetary performance to comply
with the central government's restrictions to post deficits. We
also assume that the oblast will keep its debt burden low in the
medium term. We also believe that, if permitted by national
regulation, Tashkent Oblast's commercial borrowings will be
moderate and the region will not significantly accumulate market
debt."

Downside scenario

S&P said, "We might lower the rating on Tashkent Oblast if we were
to lower our sovereign ratings on Uzbekistan. We would also
consider a negative rating action on the region if we observed
rapid debt accumulation beyond management's plans."

Upside scenario

S&P said, "We might consider a positive rating action if the
institutional framework under which Tashkent Oblast operates
becomes more predictable and supportive. An upgrade would also
depend on us taking a similar rating action on Uzbekistan."

Rationale

The rating on Tashkent Oblast reflects S&P's view that a
fast-growing economy and strong financial results help the region
keep sufficient liquidity without resorting to commercial
borrowing. At the same time, the volatile and unpredictable
institutional framework, and low wealth levels continue to
constrain credit quality.

Centralized institutional framework and low wealth constrain the
rating

Under Uzbekistan's volatile institutional framework, Tashkent
Oblast's financial position is significantly affected by highly
centralized decision-making. The central government sets up tax
distribution rates, transfers, and expenditure responsibilities
annually and individually for each region, which constrains the
reliability of their medium-term financial planning. At the same
time, the central government maintains significant LRG monitoring,
requiring balanced budgets and restricting commercial borrowing.
Due to ongoing institutional reforms, S&P expects possible
developments on regulatory limits and changes to existing
restrictions.

S&P said, "We believe that the quality of financial management
constrains Tashkent Oblast's creditworthiness. We observe only
emerging medium-term planning, large deviations between budgeted
and actual performance, and a lack of established practice of debt
and liquidity management. However, in the centralized system, the
oblast can adjust its budget responsibilities in case of revenue
shortfalls.

"We expect Tashkent Oblast's economy to continue its rapid growth
mirroring Uzbekistan's at 5.3% on average annually over 2019-2021,
supported by the growth in the manufacturing, agricultural, and
service sectors. At the same time, we view the region's economy as
weak by international standards, mostly due to low wealth levels
and concentration in the metals and mining industry. The oblast
accounts for 9% of Uzbekistan's population and contributes for 9%
of the national GDP. Tashkent Oblast's population is young, with
almost 90% at or below working age. This could lead to the labor
market expanding, while presenting challenges for employment in the
long term."

Capital investment will likely increase, while budgetary
performance will remain strong.

S&P said, "We expect Tashkent Oblast to continue posting a budget
surplus over the next three years in line with national
legislation. We anticipate that revenue sources will be volatile,
given the state's track record of revising tax shares. We also
project an increase in capital expenditures in the next few years,
following the central government's goal to foster infrastructure
development. Funding for capital spending will come mostly from the
central budget, although we expect the oblast will also
contribute.

"We believe that Tashkent Oblast's infrastructure is poor, and will
continue to constrain the region's economic development. However,
the funding backlog is not likely to lead to material debt
accumulation, because national legislation currently prohibits
local and regional government (LRG) commercial borrowings. In the
long term, we understand, Tashkent Oblast might access capital
markets with the president's consent and discussed amendments to
national regulation."

At present, the oblast's debt is modest and consists only of a
US$50 million loan from the Uzbekistan Development and
Reconstruction Fund. Tashkent Oblast services this debt via its
recently established development fund. The loan was granted in 2018
for capital development purposes and we expect the oblast to
service it using own funds. Given that the liability is denominated
in U.S. dollars, Tashkent Oblast's debt burden might be subject to
exchange rate volatility. The region has no stakes in regional
enterprises, with no track record of providing subsidies, capital
injections, or extraordinary support to companies in the region.
Uzbekistani districts and municipalities are financially healthy
thanks to central government support.

S&P said, "We assume that Tashkent Oblast's liquidity position will
remain solid and comfortably cover the region's annual debt service
over the next 12 months. However, we believe that the coverage
ratio might fall sharply if the oblast increases debt. Positively,
Tashkent Oblast is eligible to receive short-term, interest-free
budget loans to cover liquidity shortages. However, we believe that
the region's access to external funding is constrained, owing to
the undeveloped domestic capital markets for LRGs and commercial
borrowing restrictions."



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

LHC3 PLC: Moody's Affirms Ba2 CFR, Outlook Stable
-------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
and senior secured rating of LHC3 plc, the holding company of
Allfunds Bank S.A.U., an open architecture business to business
fund distribution platform. The outlook remains stable.

RATINGS RATIONALE

The affirmation of the Ba2 CFR is driven by AFB's solid and growing
franchise, experienced and stable management team, and good debt
serviceability at the holding company level. AFB is the largest
funds distribution platform in Europe, with a business-to-business
proposition, connecting fund distributors with fund providers
across more than 45 countries. Because of its size and history of
operation in Europe, the firm benefits from the network effects of
its current positioning and, through scale, is able to generate
positive operational leverage as it grows. AFB's strong growth
profile is supported by the secular trends from captive to open
architecture as well as increased outsourcing. AFB is the largest
funds platform in Europe, with further onboarding of clients'
assets under administration (AuA) and enhanced geographical and
product diversification expected from (i) its combination with
Credit Suisse's open-architecture fund distribution platform Credit
Suisse InvestLab (CSIL) announced in June 2019, and (ii) its
partnership with BNP Paribas Securities Services announced in
October 2019. However, Moody's still expects pre-tax earnings, as a
measure of scale, to remain lower than that of larger US
competitors and broader securities industry service provider
participants.

An important feature and credit strength of AFB is its regulatory
oversight as a licensed bank, as well as the liquidity and capital
requirements of the Bank of Spain. AFB has agreed with the Bank of
Spain to maintain a regulatory minimum Common Equity Tier 1 ratio
of 17.5% (CET1 ratio stood at 26.4% as of end-June 2019), with
excess amounts available for distribution to the holding company to
service the senior secured notes. Moody's view is that, in the
upcoming years, the additional income emerging from potential
revenue synergies could also be distributed in form of dividends to
LHC3 and support the repayment of the EUR575 million senior secured
notes due in 2024.

The stable outlook reflects Moody's view that such increase in
scale, profitability metrics and strengthening of debt service
capacity will remain consistent with a Ba2 CFR.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

Moody's could upgrade LHC3's CFR if: (1) the scale of B2B platform
increased, leading to both a large increase in AuA and in pre-tax
earnings; (2) leverage reduces to and remains under 3x, either
through increased EBITDA generation or a reduction in gross debt;
and (3) there were a substantial increase in cash on the balance
sheet.

Moody's could downgrade LHC3's CFR if: (1) leverage levels
increased above 5x, without a likelihood of recovery; (2)
profitability declined because of a loss of AuA and fee revenue, or
because of a material increase in operating expenses; or (3)
shareholder distributions strained the firm's liquidity and ability
to service its debt.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Securities
Industry Service Providers published in June 2018.



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

DOGUS HOLDINGS: S&P Raises Turkish National Scale Rating to 'TrBB'
------------------------------------------------------------------
S&P Global Ratings raised its Turkish national scale rating on
Dogus Holdings A.S. to 'TrBB' from 'TrB+'.

The upgrade follows the completion in June 2019 of a major
refinancing, and completed assets sales of EUR350 million over the
past few months. As Dogus has used the proceeds to lower near-term
debt, S&P's view of its financial position has improved and the
risk that it would be unable to pay interest and principal in a
timely fashion has reduced. As of June 30, 2019, reported
consolidated debt at Dogus was Turkish lira (TRY) 28 billion,
compared with TRY19.49 billion as of Dec. 31, 2018. At holding
company level, S&P expects debt at the end of 2019 to be around
EUR800 million. Interest payments have also become more manageable,
at around EUR60 million-EUR70 million a year, and management
actions have improved cash flow adequacy to around 0.7x, from 0.3x
as of December 2018, excluding rental income. For example, cost
cutting at the holding company level has decreased operating costs
by 46%.

That said, Dogus still needs to repay EUR243 million within the
next year.   Since its current cash position is EUR277 million, it
is still reliant on asset sales to make debt service. Asset sales
in 2019 have been better than expected and we understand management
plans to generate a further EUR650 million in asset sales. S&P's
base case does not assume that Dogus will maintain this level of
success in asset sales.

S&P said, "We understand any proceeds from assets sales are
contracted to be used for debt reduction.   This should reduce
Dogus' resilience on timely asset sales. The Galataport project, a
cruise ship port in which Dogus has an 81% stake, should start to
generate cash in 2020, which will be positive for Dogus. Given that
cash flow adequacy remains below 1x, we still consider that Dogus
Holdings cannot self-fund its holding company operating costs over
time. Therefore, we will continue to view the capital structure as
unsustainable until cash flow adequacy is greater than 1x."

"Dogus is also reliant on Dogus Outomotive for dividend payments.  
Dogus Outomotive paid most of the dividend income in 2018. Other
group receivables that we incorporate in our calculations are
derived from a number of intracompany loans onlent from the holding
company. We consider these investments entail execution risk and
are difficult to finance at a reasonable cost on a stand-alone
basis in the local capital markets. It is unusual for an investment
holding company to participate in debt financing of investee
companies, and the practice adds complexity to the group structure.
In our view, such a commitment could make a holding company less
willing to sell the shares of the investee, even if it needs to do
so to manage holding-company debt levels.

"Turkey is currently undergoing a period of economic adjustment,
and we expect real GDP to contract by 0.5% in 2019.   This
adjustment follows sustained overheating of the domestic economy,
which abruptly ended with the currency crisis in August 2018. Dogus
was particularly affected through its high exposure to domestic
demand and because its capital structure is predominantly in
foreign currency. For example, the automotive sector saw 60% volume
declines in 2018, and the construction and media sectors are also
exposed to domestic demand. Dogus has limited hedging, which makes
it susceptible to rapid increases in debt service costs should
exchange rates be volatile. However, the group has a natural
hedging mechanism, through foreign currency revenue from foreign
investees and foreign currency-indexed pricing on some of its
domestic business lines."

The domestic economy has shown signs of a recovery.   It has exited
recession and saw increasing industrial production in the first
half of 2019. Collateral-based lending is being actively encouraged
which could support Dogus Otomotive, Dogus' largest source of
dividend income.

That said, the deployment of Turkish troops into Syria could
threaten cash flow stability.   The consequences of military
operations in northeastern Syria could include retaliatory attacks
in the region, as we have seen in the past. This could include
attacks on Turkey's tourism infrastructure. If such attacks were to
occur, they could dampen the strong performance of Dogus's tourism
portfolio (including Galataport, which is due to come online in
April 2020 and in which total construction and developments are
valued at EUR400 million.) Despite the turmoil, Dogus and other
tourism operators in Turkey have experienced a strong tourism
performance in 2018 and 2019, with close to 100% occupancy rates.
This has somewhat softened the effects of the currency crisis on
domestic demand-focused assets.

Liquidity has improved as a result of the new committed facilities
provided by the refinancing package.  Liquidity has improved
markedly since S&P's previous review and has reached 1.1x because
of completed asset sales. This provides a degree of comfort over
the medium term, provided Dogus can successfully sell assets, as it
has done over the past 12 months. Dogus has retained access to the
domestic bond market, and is able to raise foreign currency debt
under some investee businesses--although S&P views the depth of
additional funding available as limited. Although Dogus's capital
structure is standard for emerging markets, it leaves it exposed to
currency devaluations, which could result from political issues. At
the end of September 2019, Dogus had EUR1,087 million in foreign
currency gross debt.

Dogus Otomotiv (IBSE:DOAS) is the main listed asset in Dogus
Holding's portfolio. It represents 19% of the consolidated group's
assets and is the main dividend contributor to Dogus Holdings. It
announced sales for the first half of 2019 of Turkish lira (TRY)
3,966 million, down from TRY5,769 million a year ago. S&P said, "We
attribute the fall to weaker consumer demand and tighter lending
conditions. Operating income was TRY200.5 million, down from
TRY302.0 million a year ago. Net loss was TRY44.1 million; by
contrast, in 2018, net income was TRY136.8 million. We expect
revenue and income to recover over the second half of the year,
given increasing consumer confidence and reduced lending costs by
state-owned lenders, such as Ziraat, Halkbank, and Vakifbank."

Dogus has a number of unlisted holdings in construction, media,
tourism (including hotels and marinas), energy, real estate, food &
beverage, and Galataport.

Revenue and EBITDA in the construction and automotive businesses
have contracted in the last year, as a result of poor demand and a
slowdown in domestic construction, as projects were put on hold.
The media business has consistently underperformed and is cash flow
negative. However, Dogus' stakes in food & beverage, energy, and
tourism (hotels and marinas) have performed well since the
devaluation of the lira, with EBITDA of TRY290 million, TRY260
million and TRY213 million, respectively.

Dogus currently has 209 construction projects, totaling $27.2
billion, in a number of central European and Middle Eastern
countries such as Ukraine, Oman, Qatar, and Saudi Arabia. That
said, S&P views profitability as weak and doesn't expect Dogus to
receive any dividend in 2020 or 2021 from the construction
division.

Dogus' food and beverage business consists of well-known brands
such as Japanese restaurant Zuma, Roka, and steak house chain
Nusr-et (owned by Nusret Gökçe, who went viral as Salt Bae). The
food and beverage business has grown rapidly, expanding into key
international metropolitan areas, such as London, Dubai, and New
York. Dogus has sold 17% of its food and beverage business to
Tamasek.

Dogus is a smaller investment holding company than its peers (such
as Koc) and is more exposed to high country risk and local currency
volatility. S&P considers that the performance of investee
companies may be affected by the volatility of the economy in the
future, which has the potential to decrease the company's cash
flow, among other metrics. Domestic peers, such as Koc, have a more
conservative capital structure, which effectively hedges any
movement in foreign exchange, while earning more in foreign
currencies.



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

DTEK RENEWABLES: Fitch Rates EUR325MM Unsec. Green Bonds 'B'
------------------------------------------------------------
Fitch Ratings assigned DTEK Renewables Finance B.V.'s EUR325
million 8.5% euro-denominated green bonds due November 12, 2024 a
'B' final foreign currency senior unsecured rating, in line with
DTEK Renewables B.V.'s Long-Term Issuer Default Rating of 'B',
which has a Stable Outlook.

DTEK Renewables Finance B.V. is a financial company and its
principal business activities include intragroup financing within
DTEK Renewables B.V.. The bonds benefit from guarantees issued by
DTEK Renewables B.V., Orlovsk WPP and Pokrovsk SPP - the latter two
were commissioned in October 2019 - by Botievo WPP (after repayment
of bank debt in 2023) and additionally by any other subsidiaries
for which the bond proceeds will be used.

The proceeds are being used for financing and/or refinancing, in
whole or in part, new and existing projects, refinancing bridge
loans of about EUR100 million, partial repayment of an existing
deferred vendor and shareholder loan of EUR70 million, funding
transaction costs and debt service reserve account (DSRA)
pre-funding.

DTEK Renewables B.V.'s rating reflects a supportive regulatory
framework for renewable power generation, highly profitable
operations compared with conventional generation, and its
expectation that leverage will moderate once all assets are put
into operation. The rating is constrained by the company's small
size compared with other rated European utilities focused on
renewables, some exposure to FX fluctuations, and completion
risks.

KEY RATING DRIVERS

Supportive Regulation: For assets commissioned by end-2019, the
regulatory framework for renewable energy generators provides for
guaranteed uptake of renewable energy on a priority basis by the
guaranteed buyer at a fixed feed-in-tariff (FiT), reducing price
risk. The FiTs are set in euros, but paid in hryvnia with quarterly
adjustments by the regulator to reflect movement in the
hryvnia-euro rate. At present, the tariffs for assets commissioned
by end-2019 are set at EUR0.102 per kWh for wind and EUR0.15 per
kWh for solar compared with wholesale market electricity tariffs
from traditional sources of EUR0.046-EUR0.048 per kWh.

New Law: From May 2019, a new law on green energy became effective,
which introduces a new renewables (RES) support scheme. Under the
new law end-2019 is the cut-off date for signing pre-power purchase
agreements (PPA) to obtain the FiT. After signing the pre-PPA, the
RES project has to be commissioned in two years for photovoltaic
(PV) and three years for wind projects to receive the FiT. Fitch
expects the company to sign pre-PPAs by end-2019.

The new law also introduces an auction scheme, although Fitch
expects its impact on DTEK Renewables B.V. will be limited. Fitch
views the regulatory framework for renewables in Ukraine as
supportive of the company's rating despite some payment delays from
Energorynok for June 2019. However, the overall operating and
macroeconomic environment is weaker than in most European
countries.

Small Size: DTEK Renewables B.V. is one of the largest independent
producers of electric energy from wind in Ukraine, with 47% of wind
power capacity and 10% of the Ukranian market of RES installed
capacity at end-1H19. The company operated a 300MW wind farm and a
210MW PV farm at end-1H19. Although the company expects to increase
its current portfolio to close to 1GW by end-2019 and to about
1.9GW by end-2022, it will still be small compared with most rated
peers.

High Investment Phase: DTEK Renewables B.V.'s plan to expand the
company's portfolio is subject to execution risks as projects are
all at different stages. DTEK Renewables B.V. has already
commissioned Nikopol (PV, 200MW) and Primorsk 1 (wind, 100MW) in
1H19. Pokrovsk (240MW), Orlovka (100MW) and Primorsk II (100MW)
were commissioned in October 2019. Vasilkovka (PV, 115MW),
Pavlograd (PV, 105MW), Troitskaya (PV, 170MW) and Tiligul (wind,
565MW) are at various stages of development and are expected to be
commissioned by end-2020-2021.

Remaining Completion Risk: Commissioning of assets before end-2019
or inability to sign PPAs for the four new projects (Vasilkovka
SPP, Pavlograd SPP, Troitskaya SPP and Tiligul WPP) by end-2019 and
the latter's commissioning within two to three years of signing the
respective PPAs are critical for FiTs eligibility. A delay or
non-completion of the projects would result in lower tariffs and
subsequently weaker-than-expected EBITDA and slower deleveraging,
which would be negative for the rating. Fitch expects the company
to commission 740MW in 2019 and another 955MW by end-2022 and hence
to be able to receive the respective FiTs.

The company's contractors have ample experience in renewable
projects, but finding replacements or alternative sources for key
equipment could cause material delays. However, on-shore wind and
PV solar constructions have some of the lowest technology risks,
with proven utility-scale use. In the event of delays, the company
would expect to (and be allowed to) commission individual turbines.
Fitch also views positively its track record of completing its
projects so far.

Cash-Generative Profile: Green power generation in Ukraine has
attractive profit margins, underpinned by the FiT scheme for
renewables. DTEK Renewables B.V. derives all its EBITDA from
regulated green power generation, which partially offsets the
company's small size. In 2015-2018, it reported an EBITDA margin of
about 83%. Fitch expects the margin to decrease to slightly above
70% in 2019 due to an increase in development expenses before
gradually returning to slightly above 80% on average over 2020-2023
if all new assets are put into operation as planned.

Capex-Driven Leverage: Fitch views DTEK Renewables B.V.'s excessive
funds from operations (FFO) adjusted leverage at end-2019 and
end-2020 of over 6x and 5x, respectively, as temporary and which
are driven by increased capex and expenses related to the new
projects' development and construction. The company expects to
spend about EUR1.4 billion on wind and solar power farms
construction over 2019-2021. Fitch expects leverage to moderate to
below 4x in 2022 once all assets are put into operations as planned
and that the company will receive its current and expected FiTs
before it starts paying significant dividends.

FX Exposure: The company is exposed to foreign exchange
fluctuations as 79% of its debt at end-2018 was euro-denominated
and was mainly used to fund its investment programme. DTEK
Renewables B.V. generates revenue in hryvnia, but tariffs are
euro-denominated and converted quarterly by the local regulator to
reflect the euro-hryvnia rate, limiting the company's cash flow FX
exposure. The company does not use any hedging instruments, other
than holding a portion of cash in euros (equivalent to UAH459
million at end-2018).

DERIVATION SUMMARY

DTEK Renewables B.V. at end-October 2019 operated wind and solar
power-generating assets in Ukraine of 950MW. It plans to increase
its installed capacity further to about 1.9GW by end-2022, although
it will still be significantly smaller than other rated European
utilities. It will become of comparable size as Joint Stock Company
Central-Asian Electric-Power Corporation (CAEPCo) (B-/Stable) once
its planned capacity becomes operational, although CAEPCo generates
electricity from traditional sources. DTEK Renewables B.V. benefits
from highly profitable operations, unlike power generators from
traditional sources, with an EBITDA margin of about 83% on average
over 2015-2018. This is underpinned by a supportive regulatory
framework for renewables, but constrained by a weak overall
operating and macroeconomic environment.

KEY ASSUMPTIONS

  - Domestic annual GDP growth of 2.6%-3.1% and inflation of
6.8%-8.6% in 2019-2023

  - Annual average euro/hryvnia exchange rate of 32.8 in 2019 and
34.8 in 2020-2023

  - Capex of EUR1.4 billion over 2019-2021

  - Equity injections of EUR250 million over 2019-2020

  - Zero dividends in 2019-2020 and of about EUR219 million
annually on average over 2021-2023

  - Tariffs for facilities commissioned in 2019 of 10.2 euro cent
per kWh for wind power stations and 15 euro cents per kWh for solar
power stations, and for facilities commissioned in 2020-2021 of
9.05 euro cent per kWh for wind power stations and 11.26 euro cents
per kWh for solar power stations

  - Installed capacity to increase by 955MW by end-2022

  - Generation volumes under P75 assumption based on independent
reports or management expectations if reports are unavailable.

KEY RECOVERY RATING ASSUMPTIONS:

  - The recovery analysis assumes that DTEK Renewables B.V. would
be a going concern in bankruptcy and that the company would be
reorganised rather than liquidated

  - A 10% administrative claim

  - Covers guarantors group only

Going-Concern Approach

  - The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the valuation of the company

  - The going-concern EBITDA is 20% below expected 2020 level,
assuming 70% of EBITDA of Orlovsk WPP and 100% of EBITDA of
Pokrovsk SPP, resulting in EBITDA of around EUR59 million

  - An enterprise value multiple of 3x

These assumptions result in a recovery rate for the senior
unsecured debt at 'RR4'. The recovery output percentage is 43%.

RATING SENSITIVITIES

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

  - Profitable growth allowing positive free cash flow (FCF) and
stronger financial metrics (i.e. FFO- adjusted leverage sustainably
below 3x) in addition to an upgrade of the sovereign rating

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

  - Weaker liquidity (liquidity ratio below 1x)

  - Unfavourable change in the regulatory framework (i.e. downward
revision of tariffs or additional taxation)

  - FFO adjusted leverage above 5x on a sustained basis following
the commissioning of all assets (among other things due to lower
volume generation, unfavourable revision of tariffs, inability to
timely commission the assets or sign PPAs, increased dividends
outflows or prolonged intensive investment phase without adequate
returns from operated assets)

  - Sovereign rating downgrade

LIQUIDITY AND DEBT STRUCTURE

External Capex Funding Key: Fitch views DTEK Renewables B.V.'s
liquidity at end-1H19 as manageable, consisting of unrestricted
cash and cash equivalents of UAH913 million and short-term loan
receivables from related parties of UAH4.8 billion compared with
short-term liabilities of UAH5 billion. Fitch expects the company
to fund negative FCF with proceeds from loans repayable from
related parties as well as from new debt issuance. These proceeds
are being used by the company for capex funding. However, overall
the capex plan is subject to the availability of external debt
funding.

SUMMARY OF FINANCIAL ADJUSTMENTS

Operating lease was capitalised at 5x as the company is based in
Ukraine.

Restricted cash of UAH256 million on escrow account that is used to
fund capex was reclassified to restricted cash from cash and cash
equivalents.

Capitalised interest reclassified to interest paid from capex.

DTEK RENEWABLES: S&P Assigns 'B-' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to Ukraine-based energy utility DTEK Renewables B.V. and its
euro-denominated green bond.

DTEK Renewables owns and operates wind and solar power plants in
Ukraine. In 2018, it generated EUR78.5 million of sales and
reported EBITDA of EUR62 million (based on S&P Global Ratings'
exchange rate in 2018 of one euro/31.77 Ukrainian hryvnia). A
favorable government-supported market environment in Ukraine, new
and efficient assets, and predictable cash flows thanks to the
fixed FiT scheme support S&P's rating of 'B-'. The main factors
constraining the rating are the very high risk of operating in
Ukraine, heavy capital spending for the next two years, and the
limited track record of both the renewable framework in Ukraine,
and the company's operations.

DTEK Renewables' operations in Ukraine constrain the company's
business risk profile.

S&P said, "DTEK Renewables generates all of its cash flows in
Ukraine (B/Stable/B). We view Ukraine as a very high-risk country,
which is a main constraint for the business risk profile
assessment. The political situation in Ukraine is now more stable
and the new president is keen to continue reforms and engage with
the International Monetary Fund (IMF). We therefore expect the
economy to keep growing, with a GDP increase of 3.2% in 2019 (from
2.5% previously). In addition, Ukraine has managed to reduce its
debt, causing the debt-to-GDP ratio to decline to 50% in 2021 (from
81% in 2016). In our view, the risks associated with the
implementation of renewables in Ukraine are linked to the
sovereign's financial health, since DTEK Renewables' customer is
the Ukrainian government-owned Guaranteed Buyer."

The asset portfolio is efficient, but relatively small.

DTEK Renewables has a highly efficient and modern portfolio of
renewables assets (not more than five years old), with margins of
85%-90%. Even though DTEK Renewables' production capacity is
limited, at 950 megawatts (MW) (as of November 2019), and
diversification is low, with only seven operating solar and wind
power plants, DTEK is expected to increase installed capacity. It
has an additional pipeline of 1,000MW, to be commissioned by 2021.

DTEK Renewables' key milestones should be achieved by the end of
2020, resulting in significant improvement in credit metrics.

S&P said, "We believe that there is high visibility and
predictability of cash flows, owing to the long-term fixed FiT,
which runs until 2030. In addition, off-take of all electricity is
state-guaranteed. In our view, 2019 and 2020 are crucial, as all
950MW of installed capacity in 2019 and most of the development
projects to be commissioned in 2020 would lead to significant
improvement in DTEK Renewables' financial performance. We assume in
our base case that DTEK Renewables will be able to secure FiT by
signing the pre-power purchase agreement for all of its eligible
projects by the end of 2019.

"Projects commissioned in 2020 and 2021 will be eligible for
discounted FiT, which is part of our base case. We forecast high
leverage in 2019, with S&P Global Ratings-adjusted debt to EBITDA
expected at 5.6x, owing to the investment cycle, increased capex,
and expenses related to the new projects' development and
construction. From 2020, we expect significant improvement in
credit metrics, by which time most of the projects should be
commissioned and generating cash flow.

"We anticipate that EBITDA will increase to EUR135 million in 2019
and about EUR250 million in 2020, compared with about EUR62 million
in 2018. Meanwhile, debt will increase to EUR752 million in 2019
from about EUR390 million in 2018. This will result in FFO to debt
increasing to 17% in 2020 from around 10% in 2019, and debt to
EBITDA decreasing to 3.0x in 2019 and 2020, from about 5.7x in
2018.

"We expect a spike in leverage right after the bond issuance, which
should be mitigated once assets are put into operation by the end
of 2019.

"In our view, the next two years are likely to see weak cash flow
generation, largely thanks to sizable capex leading to negative
free operating cash flow (FOCF; operating cash flows after capex)
to debt of -33% and -6% in 2019 and 2020, respectively."

Managing its legal obligation to secure FiT for new-build plants is
of critical importance.

Since new regulations were introduced on July 1, 2019, DTEK's green
electricity has been sold to the state-owned Guaranteed Buyer.
Retailers purchase electricity from the Guaranteed Buyer at a
regulated price.

Under the new market structure, DTEK Renewables will benefit from
euro-linked FiT until 2030. The FiT is rebased every 90 days to
reflect the current Ukrainian hryvnia-euro exchange rate, which
provides some protection against foreign-exchange risk, in our
view. This FiT is one of the highest in Europe, although, given
that the new structure has been in place only since July, the
regulation lacks a track record.

The FiT is dependent on the company securing a pre-power purchase
agreement by fulfilling four legal obligations before the end of
2019: land secured; guaranteed grid capacity; the construction
permit; and an environmental impact assessment. If these
obligations are fulfilled, DTEK Renewables will benefit from an
attractive tariff, but this might decrease, depending on when the
company commissions the individual projects, which are expected to
be completed by 2021.

S&P said, "We assume a 10% decrease in tariffs if wind power plants
are commissioned in 2020 and a 25% decrease if solar power plants
are also commissioned at this time. There will be no further tariff
decrease for wind plants if they are commissioned in 2021-2022.
However, for solar power plants, we estimate an additional 2.5%
discount in the FiT for every additional year of delay.

"We consider that DTEK Renewables has sufficient knowledge and
track record to secure FiTs.

"We understand that Ukraine is moving toward an auction-based
regime as of Jan. 1, 2020, which will be significantly less
attractive than the current FiT regime. If DTEK Renewables does not
secure FiT for its projects by the end of 2019, its production will
be subject to auctions, which will result in lower cash flows than
anticipated. That said, we see this scenario as low risk, because
we understand that DTEK Renewables has made significant progress in
fulfilling all four legal obligations to secure FiT."

Expected FiTs are attractive, but late payments from the Guaranteed
Buyer highlight sustainability risks.

Until July 1, 2019, all generators (nuclear, thermal, hydro, and
renewable) sold 100% of the electricity produced to the state
trader, Energorynok. Under the new regulation, renewable energy
producers now sell to the Guaranteed Buyer, another state-owned
entity and sole off-taker under the FiT regime. The Guaranteed
Buyer covers the cost of FiTs via sales to the day-ahead market
(about 60% of FiT costs) and through surcharges to industrial
end-users (about 40%). The Guaranteed Buyer has paid some of the
FiT payments late, partly because of operational and logistical
delays during the transition to the new regime in June and partly
due to ongoing litigation--certain industrial users are challenging
the surcharges. The operational and logistical delays have since
been resolved.

S&P said, "We do not consider the impact of the delays on working
capital to be material. We understand that the Guaranteed Buyer has
now made all late payments relating to the litigation and that
Energorynok has been reducing the arrears relating to the late June
payments (about 30% remains outstanding). We expect no further
delays, but will monitor this situation. Continued late payments,
litigation, or other funding pressures on the Guaranteed Buyer
could be negative for the rating."

DTEK B.V.'s credit standing does not constrain the rating on DTEK
Renewables.

Established in 2008 and spun off from DTEK Energy B.V. in 2015,
DTEK Renewables is a wholly owned subsidiary of parent DTEK B.V.,
which is Ukraine's largest vertically integrated company. DTEK B.V.
had consolidated EBITDA of EUR1.35 billion in 2018 and, in S&P's
view, its credit standing does not constrain our ratings on DTEK
Renewables.

In 2016-2017, DTEK Energy B.V. restructured several bonds and bank
loans. The restructured debt now consists of U.S. dollar and euro
bank facilities totaling $448 million, due June 2023, and a bond of
about $1.3 billion, of which 50% is due in December 2023 and 50% in
December 2024. S&P understands that lenders have agreed to
restructuring terms concerning about $100 million-$200 million of
debt, but that this has not yet been paid. It is subject to the
finalization of certain required internal procedures.

S&P said, "In our view, the outstanding compliance issues do not
pose a material risk to the restructuring agreement, to DTEK
Renewables, or to the DTEK B.V. group. Our concern with respect to
the restructuring is the maturities requiring refinancing in
2023-2024, which are beyond our rating horizon and which we believe
DTEK Energy B.V. can sustain until then. Under our group rating
methodology, the group credit profile is 'D' or 'SD' only where
there is a generalized group default, which we do not believe to be
the case here.

"The stable outlook on DTEK Renewables reflects our view that the
company will be able to deliver renewable projects on time and
within budget, and secure FiT for its projects before the end of
2019. It also incorporates our expectation that credit metrics will
improve--notably, FFO to debt reaching above 12% on a sustainable
basis, and debt to EBITDA close to 4.0x. The stable outlook takes
into account the improved financial performance of parent DTEK
B.V."

S&P would lower its rating on DTEK Renewables if several of the
following conditions were met:

-- DTEK fails to fulfil four legal obligations on all its projects
and so does not secure FiT by the end of 2019;

-- FFO to debt falls below 12% after 2019 and debt to EBITDA
increases materisally above 4.0x, without any prospect for
recovery;

-- The company experiences significant delays on its projects or
cost overruns;

-- The government of Ukraine does not provide timely payments for
FiT;

-- S&P sees a weakening of the credit quality of parent DTEK B.V.,
resulting in a weakening of DTEK Renewables; and

-- S&P downgrades Ukraine.

S&P sees an upgrade as unlikely in the next 12 months. However, it
could raise the ratings on DTEK Renewables if DTEK Energy B.V.
restructures its debt, and if all the following conditions are
met:

-- FFO to debt improves materially above 20% for a prolonged
period and debt to EBITDA falls materially below 4.0x;

-- S&P sees an improvement of business conditions in Ukraine;

-- S&P sees a successful track record on operating performance;
and

-- The group credit profile of DTEK B.V. materially improves.



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

BRITISH STEEL: 4,000 Jobs Saved Following Jingye Rescue Deal
------------------------------------------------------------
The Scotsman reports that the Insolvency Service has confirmed
British Steel has been saved in a rescue deal by Chinese firm
Jingye saving up to 4,000 jobs.

Staff at the Scunthorpe facility had earlier been told in an email
that contracts between British Steel and Jingye had been exchanged,
The Scotsman relates.

According to The Scotsman, Jingye is also set to sweeten the offer
with the promise it can also access up to GBP300 million in loans,
indemnities and grants to back its plan to boost production at the
plant by 10%.

In a statement, the Insolvency Service, as cited by The Scotsman,
said: "The Official Receiver and Special Managers from EY can
confirm that a sales contract has been entered into with Jingye
Steel (UK) Ltd and Jingye Steel (UK) Holding Ltd (together,
Jingye), to acquire the business and assets of British Steel
Limited (BSL), including the steelworks at Scunthorpe, UK mills and
shares of FN Steel BV, British Steel France Rail SAS and TSP
Engineering.

"The sale also includes the shares owned by BSL in Redcar Bulk
Terminal Limited.

"Completion of the contract is conditional on a number of matters,
including gaining the necessary regulatory approvals. The parties
are working together to conclude a sale as soon as reasonably
practicable.

"The business will continue to trade as normal during the period
between exchange and completion.  Support from employees, suppliers
and customers since the liquidation has been a critical factor in
achieving this outcome."

                       About British Steel

British Steel Limited is a long steel products business founded in
2016 with assets acquired from Tata Steel Europe by Greybull
Capital.  The primary steel production site is Scunthorpe
Steelworks, with rolling facilities at Skinningrove Steelworks,
Teesside and Hayange, France.

British Steel has about 5,000 employees.  There are 3,000 at
Scunthorpe, with another 800 on Teesside and in north-eastern
England.  The rest are in France, the Netherlands and various sales
offices round the world.

British Steel was placed in compulsory liquidation on May 22, 2019.
The liquidation came after the Company failed to obtain an
emergency state loan of about GBP30 million.

The Government's Official Receiver has taken control of the company
as part of the liquidation process.  Accountancy firm EY has been
named Special Manager in the case, and will be assisting the
Receiver.

CLINTONS: Urgently Needs to Shut 66 Shops to Avert Collapse
-----------------------------------------------------------
Sam Chambers at The Times reports that the high street faces
another hammer blow after card retailer Clintons warned landlords
that it urgently needs to shut 66 shops and cut the rent on
hundreds more to stave off collapse.

According to The Times, Clintons has proposed switching 206 shops
on to rent deals that link payments to each store's performance.
It would pay full rent only on another 60 shops, The Times
discloses.

Time is running out for the company, which employs about 2,500
people and has a GBP34 million debt facility that needs renewing by
the end of the year, The Times notes.

The plan lays the groundwork for a company voluntary arrangement
(CVA) -- a controversial insolvency procedure that allows retailers
to cut rents and close stores without significantly compromising
other creditors, The Times states.

GLOBAL SHIP: S&P Hikes ICR to 'B+' on Improving Financial Profile
-----------------------------------------------------------------
S&P Global Ratings raised the long-term issuer credit rating on
Global Ship Lease Inc. (GSL) to 'B+' from 'B'. S&P also raised the
issue rating to 'B+' from 'B' on the group's first priority senior
secured notes and to 'BB+' from 'BB' on the group's super senior
secured credit facility.

GSL's earnings visibility has benefited from better charter rates
for vessels re-employed in 2019, although exposure to CMA CGM
remains high.   In 2019, GSL has entered into new charters for 18
of its 41 vessels at profitable time charter rates. The extended
time charter profile has enhanced GSL's earnings visibility because
88% of its fleet's annualized adjusted EBITDA is covered by
contracts in 2020, 68% in 2021, and 57% in 2022. GSL's contract
coverage has a remaining duration of 2.6 years on a 20-foot
equivalent unit (TEU) weighted-average basis (up from 2.4 years at
the end of 2018). This translates to about $778 million of
contracted revenue, which is an 8% increase compared to the end of
2018. This partly mitigates industry volatility over the next two
years, provided the counterparties deliver on their commitments,
which S&P assumes in its base case.

France-based container liner CMA CGM (B+/Stable/--) remains GSL's
largest counterparty, chartering about half of GSL's fleet.  
Therefore, S&P's ratings on GSL take into consideration CMA CGM's
ability to deliver on its charter commitments. This exposure has
reduced from about 90% when GSL merged with containership owner
Poseidon Containers Holdings LLC and K&T Marine LLC (Poseidon) in
November 2018. GSL was spun-off from CMA CGM at the industry's
cyclical peak in 2008, which explains why nine charters to CMA CGM
are at rates that are significantly (1.5x-3x) higher than the
current market rates. These rates provide high earnings
contribution to the group. However, they also expose GSL to
re-employment risk and will constrain the group's EBITDA when the
ships come due for renewal, likely at lower rates than stipulated
in their current contracts. Of the nine charters, three will expire
in the fourth quarter of 2019, two in early 2021, one in mid-2021,
and three in late 2022. S&P said, "We also note that six other
charters to CMA CGM are at below current market rates. CMA CGM has
fully delivered on its contract commitments to GSL since the
spin-off, despite a severe and prolonged industry downturn, and we
think it will continue to do so."

Extended debt maturities to 2024 at the Poseidon level have
improved the group's liquidity profile.   Since the November 2018
merger of GSL with Poseidon, management has proactively refinanced
most of the bank loans at the Poseidon business with $268.5 million
of new loans. This has effectively reduced the group's cash
interest cost and extended some debt maturities to 2024 from 2020.
As of June 30, 2019, the closest debt maturities were manageable
and comprised about $25 million due in October 2020--these are
expected to be fully repaid by October 2020 at the latest--and
about $49 million due in December 2020, against which the company
has a committed undrawn facility of $38 million, with no bullet
debt due for extension in 2021.

S&P expects management will continue to refinance bullet debt in a
timely manner, which it considers to be not later than 12 months
ahead of its maturity.   Due to this year's enhancements to fleet
profile--including the EBITDA-accretive acquisition of three
additional vessels contracted with Maersk Line--along with charter
employment, S&P also thinks GSL has the capacity to generate free
operating cash flow (FOCF) sufficient to service upcoming debt
maturities due in 2020 and 2021. This strongly underpins the
group's improved coverage of liquidity sources over uses.

Industry supply and demand conditions will support charter rates
for containerships.   Statistics from Clarksons Research point to
negative or marginal net fleet growth in midsize and smaller fleet
segments that GSL operates in. The containerships orderbook has
been close to its historical low at about 10%. Orders for the 3,000
TEU to 7,977 TEU vessels are the lowest. Combined with funding
constraints and the International Maritime Organization 2020 low
sulfur regulation--which will likely lead to resurgence in
scrapping of older and less fuel-efficient ships--containership
supply expansion will slow considerably in the next quarters and
fall short of demand growth by the start of 2020. Consequently, S&P
expects charter rates to improve gradually during 2019-2021. This
would enhance GSL's earnings because the group's smaller vessels
due for re-employment in 2020 and 2021 would be chartered out at
moderately better rates than in the existing contracts.

S&P said, "The stable outlook reflects our expectation that GSL
will benefit from its medium-term charter coverage and the
moderately improving charter rates, which will help the group to
maintain its EBITDA performance, improve its free cash flow
generation, gradually reduce debt, and enable GSL to reach credit
measures consistent with the 'B+' rating. Furthermore, the rating
hinges on our assumption that GSL's counterparties will fulfill
their commitments under the charter agreements, and that any
additional vessels that the group may acquire in the future will be
employed at a cash-accretive charter rate.

"We could consider a downgrade if adjusted FFO to debt falls below
12%. This could occur if, for example, the industry
supply-and-demand conditions deteriorate because of a slowdown in
global trade, resulting in a significant drop in utilization and
charter rates for containerships.

"We could also lower the rating if CMA CGM's credit profile appears
to weaken unexpectedly, increasing the risk of delayed payment or
nonpayment under the charter agreements." Given that the rates
embedded in nine agreements with CMA CGM are markedly higher than
the current and forecast market rates, GSL's earnings and credit
ratios could come under pressure if the group were forced to
re-employ the CMA CGM chartered vessels at market rates.

If GSL's owners were to unexpectedly adopt more-aggressive
financial policies regarding acquisitions, shareholder
remuneration, and organic growth strategies, and if they increased
their tolerance for material and unforeseen negative changes in
credit ratios, this would also put pressure on the ratings.

S&P said, "Although unlikely over the next 12 months, we could
consider an upgrade if GSL demonstrated a prudent financial policy,
reduced leverage on a sustainable basis, and we expected it to
support improved adjusted FFO to debt at above 20%. This could stem
from charter rates strengthening well above our base case,
continued debt reduction from excess cash flows, and the
continuation of the group's strategy of financial
leverage-accretive fleet expansion. Because of high exposure to CMA
CGM, an upgrade of GSL would also depend upon our view of whether
CMA CGM's credit quality, and therefore its financial capacity to
deliver on charter commitments, supported a higher rating on GSL."
Furthermore, an upgrade would be contingent on commitments by both
the company and its owners to maintain financial policies that
would sustain the improved ratios.

RRE 3 LOAN: S&P Assigns BB-(sf) Rating on EUR25MM Class E Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to RRE 3 Loan Management
DAC's class A, B, C, D, and E notes.

The transaction is a European cash flow corporate cash flow CLO
managed by Redding Ridge Asset Management (UK) LLP.

The ratings assigned to RRE 3 Loan Management's floating-rate notes
reflect S&P's assessment of:

-- The diversified collateral pool, which comprises primarily
broadly syndicated speculative-grade senior secured term loans and
senior secured 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 ability to buy unhedged assets (up to
0.5% of the portfolio balance). Such assets are not subject to
currency hedges and expose the issuer to foreign exchange risk
movements on the underlying assets.

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The counterparty risks, which is in line with S&P's
counterparty criteria.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semi-annual payments. The
portfolio's reinvestment period will end approximately four and
half years after closing.

S&P said, "In analyzing the credit risk and cash flow, we applied a
stable quality rating approach, as the CLO manager has committed to
using our CDO Monitor model as part of the reinvestment conditions
to monitor the portfolio's quality.

"In our cash flow analysis, we used the EUR400 million target par-
amount, the covenanted weighted-average spread (3.5%), the
reference weighted-average coupon (5.00%), the target minimum
weighted-average recovery rate at the 'AAA' rating as indicated by
the collateral manager, and the actual weighted-average recovery
rate for each rating level below 'AAA'. 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.

"For the unhedged foreign exchange exposure of 0.5%, we applied
foreign exchange stresses in our cash flow models.

"In accordance with our CLO criteria on foreign exchange analysis,
we consider, among other factors, a biasing of our default
assumptions toward the major and minor currencies in the portfolio
based on our foreign exchange default bias formula." The magnitude
of the bias applied depends on several factors outlined in the
criteria, including, but not limited to:

-- The magnitude of the currency exposure.

-- The exchange rate at which currency assets are carried in the
CLO's par value tests.

-- The extent to which the reinvestment conditions in the CLO
increases the transaction's ability to mitigate FX risk.

Considering these factors against the characteristics outlined in
the transaction, S&P has assigned a foreign exchange default bias
of 4.

Under S&P's structured finance ratings above the sovereign
criteria, it considers that the transaction's exposure to country
risk is sufficiently mitigated at the assigned ratings.

Until the end of the reinvestment period in 2024, the collateral
manager is allowed to substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial rating on the class A notes. This test looks at the
total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager can, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

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

The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

S&P said, "Our credit and cash flow analysis indicates that the
available credit enhancement for the class B to E 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 our ratings are
commensurate with the available credit enhancement for each class
of notes."

  Ratings List

  Class    Rating     Amount (mil. EUR)
  A        AAA (sf)   248.00
  B        AA (sf)    36.00
  C        A (sf)     28.00
  D        BBB- (sf)  27.00
  E        BB- (sf)   25.00
  Sub      NR         39.55

  NR--Not rated.

SEADRILL PARTNERS: S&P Cuts ICRs to 'CCC/C', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Seadrill Partners LLC's (SDLP) to 'CCC' from 'CCC+' and affirmed
the short-term rating at 'C'. S&P also lowered the issue-level
rating on its debt to 'CCC' from 'CCC+'.

The risk of distressed exchange has increased as tough market
conditions persist.

S&P said, "We downgraded SDLP because we see an increased risk of
distressed restructuring, in which lenders receive less than was
originally promised to them. SDLP's $2.6 billion term loan B
matures in February 2021, and we consider that refinancing it will
be a challenge. Market conditions in offshore drilling have
remained muted and the company has a capital structure we regard as
unsustainable. Within the next six to 12 months, we believe that
the company might show clearer signs of distressed exchange. If
SDLP entered a restructuring that offered lenders less than they
were originally promised, we would likely lower our rating on the
company to 'SD' (selective default), before assigning a new rating
under the new capital structure."

S&P expects recovery in the offshore drilling market to be slow.

Day rates are unlikely to increase substantially during 2019-2020.
Demand in the offshore sector continues to suffer from subdued oil
prices, high costs relative to onshore shale, and an oversupply of
rigs. Higher day-rates would be possible if exploration and
production companies intensified their drilling activity, but this
would depend on oil prices being sustainably higher than we expect.
SDLP is therefore likely to generate only slightly positive
discretionary cash flow in 2019 and this will likely turn negative
in 2020 as legacy contracts that still have high day rates
mature--the company has yet to fill its backlog for 2020. S&P said,
"As a result, we forecast S&P Global Ratings-adjusted debt to
EBITDA will be about 7.5x-8.0x in 2019, and weaken further in 2020.
Unless the market sees strong growth in the next few years, we
consider SDLP's capital structure unsustainable, raising the risk
of a distressed restructuring."

At the same time, SDLP's modern fleet of drilling rigs should
enable it to benefit from market growth in the medium term. With an
abundant supply of rigs available to them, exploration and
production companies pay particular attention to the quality of the
drilling rigs and show a strong preference for relatively young,
technologically advanced, and safe rigs. In this respect, SDLP's
relatively advanced fleet, which has an average age of about eight
years, should help the company win business and increase
utilization rates as the market picks up in 2021 and beyond.

S&P said, "The negative outlook signifies that we see a high risk
that the company will undertake a distressed restructuring for its
$2.6 billion term loan B due February 2021. The company will likely
not be able to generate cash to repay the loan, and its refinancing
may not be successful because of the continued weakness in the
market and the company's high leverage. We anticipate that debt to
EBITDA will remain unsustainable, at about 8x in 2019, and will
come under further pressure in 2020.

"We could lower the rating if the company showed clear signs of an
intent to enter a distressed restructuring, or if it did not come
to any agreement with lenders at least six months before the term
loan B matures.

"Rating upside would depend on successful refinancing of the $2.6
billion term loan B due February 2021. We might raise the rating if
the company managed to successfully refinance the term loan B in a
transaction that we did not regard as distressed, while maintaining
adequate liquidity."

SIRIUS MINERALS: Launches Fundraising for Fertilizer Mine
---------------------------------------------------------
Ed Clowes at The Telegraph reports that Sirius Minerals has
launched a last-ditch fundraising bid for US$600 million (GBP466
million) as it fights to keep plans alive for a giant fertilizer
mine on the North York moors.

The embattled company, which saw its share price plummet in
September after it failed to secure GBP2.5 billion to fund its
project, has gone back to the drawing board and now plans to split
the work in to two phases.

A giant deposit of fertilizer ingredient polyhalite lies beneath a
national park on the North York Moors, which Sirius plans to access
via two 1.5km mineshafts drilled in to the ground.

Polyhalite can be used as a fertilizer, although its true value has
been questioned by some experts.

As reported by the Troubled Company Reporter-Europe on Oct. 23,
2019, The Telegraph related that in September, the company lost
more than half its market value in a single day after announcing
that its US$3 billion (GBP2.4 billion) funding plan for a
fertilizer mine in Yorkshire had fallen through.  Sirius admitted
failing to sell the bonds needed to unlock its financing, leaving
it set to run out of cash in six months, The Telegraph disclosed.


Sirius Minerals plc is a fertilizer development company based in
the United Kingdom.

ZELLIS HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B-' ICR
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S&P Global Ratings revised the outlook on Zellis Holdings Ltd.
(previously known as Colour Bidco Ltd.) to negative from stable and
affirmed its 'B-' rating on the company.

Business transformation cost overruns led to shrinking liquidity in
FY2020.

The outlook revision to negative follows weaker-than-anticipated
cash flow generation over the past 12 months. It also reflects
S&P's expectation of negative FOCF of about GBP15 million-GBP20
million in FY2020 amid continued higher-than-expected exceptional
costs, balanced by stable operating performance.

S&P now expects about GBP12 million-GBP15 million of exceptional
costs in FY2020, up from its previous expectation of GBP5 million,
as well as an additional GBP7 million of outflows related to
provisions taken in FY2019.

In FY2019, the majority of exceptional costs were related to the
carve-out from Northage Information Solutions in 2018. S&P thinks
the majority of exceptional costs in FY2020 will be related to
business automation and offshoring initiatives as the carve-out
process comes to an end.

In FY2019, Zellis (previously known as NGA) experienced significant
cost overruns. These mostly related to the abovementioned
carve-out, as well as business automation and offshoring
initiatives. However, operating performance was broadly in line
with S&P's expectations. In FY2019, Zellis' exceptional costs
totaled about GBP31 million (representing about 22% of reported
revenue), higher than the GBP20 million S&P had previously
expected. As a result, Zellis had fully exhausted its revolving
credit lines by the end of FY2019.

Liquidity sources are currently sufficient to cover planned uses
thanks to shareholder support and debt issuance, but there is
limited headroom for significant underperformance or cost overrun.

Since the beginning of FY2020, a GBP20 million equity injection
from shareholders and a GBP10 million tap to existing loans eased
liquidity pressure. S&P said, "The rating affirmation reflects our
expectation that the company will be able to fund day-to-day
operations without any additional shareholder support, since it
currently has access to GBP14.5 million of committed liquidity
sources. We also think the sponsor is willing to provide limited
support, if needed. Nevertheless, based on our current forecast,
the company will be able to fund its day to day operations without
any additional support."

S&P said, "That said, we note limited headroom for either
additional cost overrun compared to our base case or
weaker-than-anticipated topline performance. This is because Zellis
already has a highly leveraged capital structure, and we think the
sponsor's willingness to continue providing support could weaken in
this scenario.

"We forecast stable operating performance and lower exceptional
costs will lead to positive FOCF in FY2021.

"We expect that EBITDA growth of about 2%-4% coupled with lower
exceptional costs in FY2021 will lead to positive reported FOCF in
FY2021.

"We forecast about 1%-3% organic revenue growth in FY2020 and
FY2021, supported by growth from Moorepay and Benefex, more than
offsetting declines in legacy products. We also assume about GBP12
million-GBP15 million exceptional costs in FY2020, dropping to GBP5
million-GBP10 million in FY2021, from about GBP31 million in
FY2019. As a result, we expect S&P Global Ratings-adjusted EBITDA
margins of about 16%-19% (26%-29% excluding exceptional costs) in
FY2020 and 22%-25% (27.5%-30.5% excluding exceptional costs) in
FY2021, from 3.4% in FY2019 (25.4% before exceptional costs)."

Highly leveraged capital structure and unfunded pensions constrain
the rating.

S&P said, "The current rating is constrained by the highly
leveraged capital structure and financial sponsor ownership, which
we think reduces the likelihood of debt reduction in the medium
term. Following the GBP10 million tap issuance in FY2020, we expect
adjusted debt to EBITDA of about 15x in FY2020 (9.0x-9.5x excluding
exceptional costs) and about 10x in FY2021 (8.5x-9.0x excluding
exceptional costs)."

The unfunded defined benefit pension scheme, which adds about GBP40
million-GBP45 million to debt, also harms Zellis' cash conversion.
S&P expects that the company will contribute about GBP6
million-GBP10 million cash annually to fund the deficit.

The negative outlook reflects the potential for a downgrade over
the next 12 months.

S&P could lower the rating if Zellis does not gradually improve its
cash flow generation toward positive FOCF by April 2021, leading to
reduced liquidity headroom and an unsustainable capital structure.

This could happen if the company fails to reduce exceptional costs
or if operating performance deteriorates amid intensified
competition and macroeconomic headwinds in the U.K.

S&P could revise the outlook to stable if Zellis improves its
liquidity buffer over the next 12 months.

This could happen amid better-than-anticipated operating
performance leading to breakeven reported FOCF over the next 12
months.


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

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

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

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