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

                          E U R O P E

          Friday, November 22, 2019, Vol. 20, No. 234

                           Headlines



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

HIDROGRADNJA: Nov. 14 Asset Auction Fails to Attract Bidders


B U L G A R I A

VIVACOM: S&P Places 'BB-' Long-Term Ratings on CreditWatch Negative


F R A N C E

CASINO GUICHARD-PERRACHON: Moody's Confirms B2 CFR, Outlook Now Neg


I R E L A N D

BANNA RMBS DAC: S&P Assigns CCC (sf) Rating to Class E-Dfrd Notes
BOSPHORUS CLO V: Moody's Puts (P)B3 Rating to EUR10.5MM Cl. F Notes


I T A L Y

ALITALIA SPA: Atlantia Pulls Out of Takeover Consortium


K A Z A K H S T A N

BANK CENTERCREDIT: Moody's Affirms B2 Deposit Ratings, Outlook Pos.


N E T H E R L A N D S

MV24 CAPITAL: S&P Assigns 'BB' Rating to $1.1BB Sr. Secured Notes
NORTH WESTERLY VI: S&P Assigns Prelim B-(sf) Rating to Cl. F Notes
PEER HOLDING III: Moody's Affirms B1 CFR, Outlook Stable


N O R W A Y

NORWEGIAN AIR: Appoints Schram as New CEO to Lead Restructuring


P O R T U G A L

TRANSPORTES AEREOS: Moody's Assigns B2 CFR, Outlook Stable


R U S S I A

SUEK JSC: Fitch Affirms 'BB' LT IDR, Outlook Stable
TRANSFIN-M PAO: S&P Alters Outlook to Neg., Affirms B/B ICR


S L O V E N I A

ADRIA AIRWAYS: Slovenia Receives Five Bids for Airline's Assets


S P A I N

AUTONORIA SPAIN 2019: Moody's Assigns (P)B1 Rating to Cl. F Notes


U N I T E D   K I N G D O M

ARCADIA GROUP: Set to Appoint Andrew Coppel as New Chairman
CROWN AGENTS: Fitch Affirms 'BB' Long Term IDR
HARLAND AND WOLFF: Infrastrata Seeks to Raise Further GBP1 Million
L1R HB: Moody's Downgrades Corp. Family Rating to B3, Outlook Neg.
SALISBURY 2015: Fitch Affirms BB(EXP) Class M-R Debt Rating

SEADRILL LTD: John Fredriksen Steps Down as Chairman
THOMAS COOK: Bids for Domain Name Portfolio Due Nov. 27


X X X X X X X X

[*] BOOK REVIEW: BIG BOARD: A History of New York Stock Market

                           - - - - -


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B O S N I A   A N D   H E R Z E G O V I N A
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HIDROGRADNJA: Nov. 14 Asset Auction Fails to Attract Bidders
------------------------------------------------------------
SeeNews reports that the Nov. 14 sale of assets belonging to
Bosnia's bankrupt construction company Hidrogradnja and worth
BAM96.1 million (US$54.2 million/EUR49.1 million) has failed due to
lack of bidders, local media reported.

According to SeeNews, the company's bankruptcy trustee, Zijad
Fazlagic, told news daily Dnevni Avaz on Nov. 14 "No one wants to
buy the assets, because, apparently, the money is too big".

He said that one Australian and one Bosnian firm bought tender
documents but none of them submitted bids, SeeNews notes.

The report said interested investors had to pay 1% of the starting
price, i.e. some BAM900,000, to gain the right to participate in
the auction, which included Hidrogradnja assets located in Bosnia
and Libya, SeeNews relates.

The municipal court in Sarajevo launched bankruptcy proceedings
against Hidrogradnja in 2016, SeeNews recounts.




===============
B U L G A R I A
===============

VIVACOM: S&P Places 'BB-' Long-Term Ratings on CreditWatch Negative
-------------------------------------------------------------------
S&P Global Ratings placed its 'BB-' long-term ratings on Bulgarian
Telecommunications Co. EAD (Vivacom) on CreditWatch with negative
implications.

The CreditWatch placement follows the announcement on Nov. 7, 2019,
that United Group (B/Stable/--) has agreed to acquire Vivacom for
an undisclosed amount. The acquisition is subject to several
conditions, including the receipt of applicable antitrust
approvals, and is expected to close in second-quarter 2020. The
buyer has said that it will finance the transaction through a
combination of new debt and cash on hand at United Group. Although
details of the transaction haven't been disclosed, we believe
Vivacom's debt will likely be refinanced because the documentation
includes a change-of-control clause.

S&P said, "We expect Vivacom's credit quality will weaken following
completion of the transaction because it will be owned by a
lower-rated company with higher leverage. We currently forecast
United Group's S&P Global Ratings-adjusted leverage at 7.0x-7.1x in
2019 and 6.4x-6.6x in 2020 compared with a forecast leverage ratio
of 1.5x-2.0x for Vivacom in 2019 and 2020 (for details on our base
case scenario, please read the full analysis on Vivacom "Bulgarian
Telecommunications Company EAD," published Aug. 30, 2019, on
RatingsDirect).

"We plan to resolve the CreditWatch after the transaction closes,
which is expected in second-quarter 2020.

"We expect to lower the rating on Vivacom to that on United Group
at closing. This will however depend on the final capital structure
at both United Group and Vivacom, our assessment of Vivacom's
strategic importance to United Group, and the new owner's financial
policy.

"We could also lower the rating if the transaction is abandoned and
debt at Vivacom's parent company, Viva Telecom (Luxembourg) S.A.,
is not refinanced on time, during the first half of 2020."



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F R A N C E
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CASINO GUICHARD-PERRACHON: Moody's Confirms B2 CFR, Outlook Now Neg
-------------------------------------------------------------------
Moody's Investors Service confirmed French grocer Casino
Guichard-Perrachon SA's B2 long-term corporate family rating and
B2-PD probability of default rating. Moody's has also affirmed
Casino's B1 senior secured bank credit facility rating, its B3
senior unsecured rating, its (P)B3 senior unsecured MTN program
rating and its Caa1 deeply subordinated perpetual bonds' rating.
Moody's has also affirmed the B1 senior secured rating of Casino's
subsidiary Quatrim SAS. In addition, Moody's has affirmed Casino's
Not Prime commercial paper rating and the (P)NP short term program
rating. The outlook has been changed to negative from rating under
review. This rating action concludes the review for downgrade
Moody's had initiated on October 23, 2019.

"We have confirmed Casino's corporate family rating because its
liquidity has improved following the successful refinancing
completed on November 7," says Vincent Gusdorf, a Moody's Vice
President -- Senior Credit Officer and lead analyst for Casino.
"However, the negative outlook reflects Casino's high leverage,
weak cash flow generation and uncertain group structure," Mr.
Gusdorf added.

RATINGS RATIONALE

Casino has received at least EUR2,000 million of commitments from
French and international banks with regards to its new revolving
credit facility maturing in October 2023. The group also announced
the successful syndication of a EUR1,000 million term loan and the
placement of a EUR800 million secured bond which will mature in
January 2024. Both transactions are expected to be completed by the
end of November 2019.

As a result, Moody's has completed its review for downgrade
initiated on October 23, 2019 and confirmed the company's CFR.
Casino's liquidity should be adequate for the next 12 months, with
only about EUR1,300 million of bonds outstanding in France over the
2020-2022 period. However, Casino has substantial reverse factoring
programs, with EUR1,832 million outstanding at year-end 2018, of
which EUR704 million in France.

In addition, high leverage and weak cash flow generation in France
remain a constraint for Casino's credit quality. At the group
level, the Moody's-adjusted debt/EBITDA ratio should reach 6.5x in
2019 and decline towards 6.0x in 2020. Despite the dividend cut,
Moody's estimates Casino France's free cash flows at about negative
EUR100-150 million in 2019 and 2020. Casino France's earnings
growth prospects are limited, as demonstrated by the 0.2%
like-for-like revenue growth posted during the third quarter of
2019.

ESG CONSIDERATIONS

Although Casino is listed, the group's controlling owner remains
Casino's Chief Executive Officer and chairman of Rallye's board.
This is despite the ongoing debt restructuring of Casino's
controlling holding companies Rallye, Fonciere Euris and Finatis.
This ownership structure is credit negative because it could
distract Casino's management at a time when its full attention is
required to address the ongoing challenges of the French retailing
market.

STRUCTURAL CONSIDERATIONS

Pro forma the refinancing, Casino France and Cdiscount had EUR6,393
million of debt as at June 30, 2019, including EUR1,000 million of
senior secured term loan, EUR800 million of senior secured notes,
EUR3,976 million of unsecured bonds outstanding issued under its
EMTN program and EUR617 million of other debt instruments. The
EUR1,000 million senior secured term loan as well as the senior
secured RCF of about EUR2,000 million have share pledges on key
subsidiaries, including Monoprix and Segisor, the holding company
owning the shares of Latin American operations. The EUR800 million
secured instruments have share pledges on Immobiliere Groupe
Casino, a subsidiary owning real estate assets worth EUR1,000
million.

Moody's views the EUR1,000 million term loan and the EUR800 million
senior secured instruments as having relatively comparable security
values and rates them B1, one notch above the CFR. The rating
agency considers these instruments as secured but considers the
security package as moderate since it is mostly made of share
pledges.

The EUR3,976 million unsecured bonds are more junior in the debt
structure, and are rated B3, one notch below the CFR. The EUR1,350
million subordinated bonds are the most subordinated class of debt
and is rated Caa1, two notches below the CFR.

The probability of default rating is based on a 50% family recovery
assumption, which reflects a capital structure including bonds and
bank debts with financial covenants.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that Casino's gross
leverage will remain high given its lack of debt reduction so far
and its stagnating revenue in France on a like-for-like basis. It
also reflects the possibility that Casino's size and operating
diversity may decline in the coming quarters because of asset
disposals, although it will likely use some of the proceeds for
debt repayments.

WHAT COULD CHANGE THE RATING UP/DOWN

The rating agency could consider a negative rating action if Casino
failed to achieve a Moody's-adjusted debt/EBITDA of less than 6.5x
at the group level, trending to below 6x on the back of gross debt
reduction in France in the next 12 to 18 months. Negative pressure
on the ratings could also materialize if the group fails to improve
Casino France's free cash flows after dividends and before asset
disposals.

Although an upgrade is not likely in the near term in light of the
rating action, Moody's may consider a positive rating action over
time if Casino demonstrates an ability to reduce substantially and
sustainably the gross debt of its French operations, leading to a
Moody's-adjusted debt/EBITDA comfortably below 6x and trending
towards 5.5x. An upgrade would also require sustainably positive
free cash-flows in France as well as a solid liquidity, with at
least EUR3 billion of cash on its balance sheet.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

With EUR37 billion of reported revenue in 2018, France-based Casino
is one of the largest food retailers in Europe. Its main
shareholder is the French holding Rallye, which owned 52.4% of
Casino's capital and held 61.7% of its voting rights as of June 30,
2019. Casino's chief executive officer Jean-Charles Naouri controls
Rallye through a cascade of holdings. On May 23, 2019, Rallye and
its controlling holdings, namely Fonciere Euris, Finatis and Euris
filed for safeguard procedure under French law.



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I R E L A N D
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BANNA RMBS DAC: S&P Assigns CCC (sf) Rating to Class E-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Banna RMBS DAC's
class A, B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes. At closing,
Banna RMBS also issued the unrated class Z notes.

S&P said, "Our rating on the class A notes addresses timely receipt
of interest and ultimate repayment of principal. Our ratings on the
class B-Dfrd to E-Dfrd notes address the payment of ultimate
principal and interest, and timely interest once the respective
class becomes the most-senior outstanding. At the assigned rating
levels, our analysis on the class B-Dfrd to E-Dfrd notes also
confirms that interest that was previously deferred, including
accrued penalty interest, is repaid by the final maturity date. Our
ratings on the class B-Dfrd to E-Dfrd notes do not address the
ultimate repayment of the step-up margin."

The collateral comprises well-seasoned U.K. buy-to-let mortgages
originated by KBC Bank Ireland PLC, IIB Finance DAC, and Premier
Homeloans Ltd. to their Irish clients. Although the mortgage loans
were originally granted by Irish entities to predominantly Irish
residents, they are backed by residential properties located in the
U.K. (except for two properties located in the Republic of
Ireland).

At closing, the issuer purchased the beneficial interest in the
portfolio of U.K. residential mortgages from the seller (Banna
Funding DAC), using the proceeds from the issuance of the rated
notes and the unrated class Z notes.

The transaction's capital structure has been set up based on the
June 30, 2019, pool cut-off date. Cash collections received from
the cut-off date until the first interest payment date will be
distributed to the noteholders in accordance with the
pre-enforcement payment priority.

Interest on the rated notes is paid quarterly on the 30th of March,
June, September, and December, beginning in December 2019. The
interest rate is equal to daily Sterling Overnight Index Average
plus a class-specific margin with a further step up in margin
following the optional call date in June 2024. All of the notes
reach legal final maturity in December 2063. The unrated class Z
are zero coupon notes.

S&P said, "Our credit ratings on the class A to D-Dfrd notes
reflect the credit and cash flow stresses applied at the respective
rating levels. Our rating on the class E-Dfrd notes stems from the
application of our 'CCC' category ratings criteria. We consider
repayment of this class of notes to be dependent upon favorable
business, financial, and economic conditions, in view of the
currently high level of defaults and delinquencies in the pool, and
still increasing arrears trend."

The issuer is an Irish special-purpose entity, which S&P assumes to
be bankruptcy remote for its credit analysis.

There are no counterparty constraints on the ratings on the notes
in this transaction. The replacement language in the documentation
is in line with S&P's current counterparty criteria.

  Ratings List

  Class    Rating     Amount (GBP)
  A        AAA (sf)   79,900,000
  B-Dfrd   AA (sf)    7,800,000
  C-Dfrd   A+ (sf)    5,000,000
  D-Dfrd   BB+ (sf)   5,600,000
  E-Dfrd   CCC (sf)   3,400,000
  Z        NR         10,100,000

  NR--Not rated


BOSPHORUS CLO V: Moody's Puts (P)B3 Rating to EUR10.5MM Cl. F Notes
-------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Bosphorus
CLO V Designated Activity Company:

EUR1,750,000 Class X Secured Floating Rate Notes due 2032, Assigned
(P)Aaa (sf)

EUR97,000,000 Class A-1 Secured Floating Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR120,000,000 Class A-2 Secured Floating Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR20,000,000 Class B-1 Secured Floating Rate Notes due 2032,
Assigned (P)Aa2 (sf)

EUR13,250,000 Class B-2 Secured Fixed Rate Notes due 2032, Assigned
(P)Aa2 (sf)

EUR21,000,000 Class C Secured Deferrable Floating Rate Notes due
2032, Assigned (P)A2 (sf)

EUR25,350,000 Class D Secured Deferrable Floating Rate Notes due
2032, Assigned (P)Baa3 (sf)

EUR18,400,000 Class E Secured Deferrable Floating Rate Notes due
2032, Assigned (P)Ba3 (sf)

EUR10,500,000 Class F Secured Deferrable Floating Rate Notes due
2032, Assigned (P)B3 (sf)

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

RATINGS RATIONALE

The rationale for the 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 90% 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 three months ramp-up period in compliance with the
portfolio guidelines.

Commerzbank AG, London Branch, 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 4.5-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations or credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 and Class
A-2 notes. The Class X Notes amortise by 12.5% or EUR 218,750 over
eight payment dates starting on the 2nd payment date.

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR 3.0 million of Class Z Notes and EUR 32.1125
million of Subordinated Notes which are not rated. The Class Z
Notes receive payments in an amount equivalent to a certain
proportion of the subordinated management fees and its notes'
payment is pari passu with the payment of the subordinated
management fee.

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 350,000,000

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2940

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

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



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I T A L Y
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ALITALIA SPA: Atlantia Pulls Out of Takeover Consortium
-------------------------------------------------------
Miles Johnson at The Financial Times reports that Atlantia, the
Rome-based infrastructure and toll road company, has pulled out
from being part of a consortium to invest in Alitalia, Italy's
ailing national carrier which has been administered by the state
for the last two years.

According to the FT, Atlantia said that as a result of no changes
occurring in the process being run by the Italian government to
rescue Alitalia, it would not be able to take part in any takeover
of the airline.

Atlantia, which is controlled by Italy's Benetton family, said it
remained open to negotiating with the Italian government about a
plan to bring private capital into Alitalia, the FT relates.

Rome is facing having to pump hundreds of millions of euros in
loans into the carrier if it cannot find industrial partners to
take it over, with the Italian government having already extended
loans to the airline after its then owner Etihad pulled out in
2017, the FT discloses.

                         About Alitalia

With headquarters in Fiumicino, Rome, Italy, Alitalia is the flag
carrier of Italy.  It's main hub is Leonardo da Vinci-Fiumicino
Airport, Rome.  The company has a workforce of 12,000+. It reported
EUR2,915 million in revenues in 2017.

Alitalia and its subsidiary, Alitalia Cityliner S.p.A., are in
Extraordinary Administation (EA), by virtue of decrees of the
Ministry of Economic Development on May 2 and May 17, 2017,
respectively.  The companies were subsequently declared insolvent
on May 11 and May 26, 2017 respectively.  

Luigi Gubitosi, Prof. Enrico Laghi and Prof. Stefano Paleari were
appointed as Extraordinary Commissioners of the Companies in
Extraordinary Administration.

The Italian government ruled out nationalizing Alitalia in 2017 and
since then, the airline has been put up for sale.  To this
development, Delta Airlines, Easyjet and Italian railway company
Ferrovie dello Stato Italiane have expressed interest in acquiring
the airline in 2018.  Since then, Easyjet has withdrawn its offer.




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

BANK CENTERCREDIT: Moody's Affirms B2 Deposit Ratings, Outlook Pos.
-------------------------------------------------------------------
Moody's Investors Service changed the issuer outlook on Bank
CenterCredit and the outlook on its long-term local and
foreign-currency deposit ratings to positive from stable, affirming
the bank's B2 long-term deposit ratings, its caa1 Baseline Credit
Assessment and Adjusted BCA, B1(cr) long-term Counterparty Risk
Assessment (and B1 long-term local and foreign-currency
Counterparty Risk Ratings. The bank's Caa3 (hyb) junior
subordinated foreign-currency debt rating, its Not Prime short-term
deposit ratings and CRRs and its Not Prime(cr) short-term CR
Assessment were affirmed.

Concurrently, Moody's upgraded BCC's long-term national scale bank
deposit rating to Ba1.kz from Ba2.kz and its long-term national
scale CRR to Baa2.kz from Baa3.kz.

The positive outlook on BCC's global scale ratings and the upgrade
of its national scale ratings reflect the recent improvements in
BCC's asset quality and pre-provision profitability, which Moody's
expects to continue in the next 12-18 months, supporting the bank's
loss absorption capacity.

RATINGS RATIONALE

The upgrade of BCC's national scale ratings reflects the recent
improvements in the bank's asset quality and its recurring
pre-provision profitability. According to unaudited IFRS, the
bank's share of overdue loans (1 day for corporate and 90 days for
retail) decreased to 13.0% as of September 30, 2019 from 22.8% as
of year-end 2018. This decline partially translated into a lower
share of problem loans (defined as Stage 3 and POCI loans under
IFRS 9): according to management's data, this share declined to 28%
as of November 1, 2019 from 30.5% as of year-end 2018, reflecting a
combination of problem loan restructuring, write-offs and
recoveries. Meanwhile, BCC's net interest margin widened to 4.3% in
January-September 2019 (annualized) from 3.2% in 2018, which more
than offset the growth of operating costs and commission expenses.

At the same time, the affirmation of the bank's caa1 BCA reflects
BCC's still weak solvency position, with gross problem loans
exceeding 110% of the sum of loan loss reserves and shareholders'
equity as of September 30, 2019. In addition, the bank's funding
profile has recently been challenged by significant outflows of
customer deposits (10% in January-September 2019) and their
volatility in the recent months. The risks stemming from BCC's
deposit volatility are partially mitigated by the bank's
significantly reduced deposit concentration and its solid buffer of
liquid assets, which accounted for 26% of tangible banking assets
as of September 30, 2019.

Moody's does not have any particular governance concern for Bank
CenterCredit, and does not apply any corporate behaviour adjustment
to the bank.

HIGH GOVERNMENT SUPPORT

BCC's affirmed B2 long-term deposit ratings continue to benefit
from: (1) two notches of uplift due to a high probability of
government support, which reflects the bank's significant market
share (5.7% in total banking assets and 6.2% in retail customer
deposits as of October 1, 2019); and (2) the government's
willingness to support the bank, as demonstrated in 2017 by the
National Bank of Kazakhstan including BCC in its capital recovery
programme.

POSITIVE OUTLOOK

The positive outlook on BCC's global scale ratings reflects Moody's
expectations that the bank's loss absorption capacity will
strengthen in the next 12-18 months, as the bank increases its
capital and loan-loss reserves by channelling its pre-provision
income to provisions and capitalising its earnings. Moody's further
expects a gradual decline in BCC's problem loan ratio and a
stabilization of its deposit base.

WHAT COULD MOVE THE RATINGS UP/DOWN

The ratings of BCC could be upgraded, if in the next 12-18 months
the bank improves its asset quality, strengthens its capital
buffer, sustains profitable performance and restores the stability
of its deposit base, as Moody's expects.

A downgrade of BCC's ratings is unlikely over the next 12-18
months, given the positive outlook. However, Moody's may change the
outlook to stable or consider a rating downgrade, if the bank's
asset quality deteriorates further and its capital buffer declines
(in particular, asset quality deficiencies could be revealed by the
Asset Quality Review, currently performed by the National Bank of
Kazakhstan). A further significant deposit outflow resulting in a
liquidity shortage could also result in a downgrade to BCC's
ratings.

LIST OF AFFECTED RATINGS

Issuer: Bank CenterCredit

Upgrades:

NSR Long-term Counterparty Risk Rating, Upgraded to Baa2.kz from
Baa3.kz

NSR Long-term Bank Deposit Rating, Upgraded to Ba1.kz from Ba2.kz

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed caa1

Baseline Credit Assessment, Affirmed caa1

Long-term Counterparty Risk Assessment, Affirmed B1(cr)

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Long-term Counterparty Risk Ratings, Affirmed B1

Short-term Counterparty Risk Ratings, Affirmed NP

Junior Subordinated Regular Bond/Debenture, Affirmed Caa3 (hyb)

Long-term Bank Deposit Ratings, Affirmed B2, Outlook Changed to
Positive from Stable

Short-term Bank Deposit Ratings, Affirmed NP

Outlook Action:

Outlook Changed To Positive From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in August 2018.



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

MV24 CAPITAL: S&P Assigns 'BB' Rating to $1.1BB Sr. Secured Notes
-----------------------------------------------------------------
On Nov. 19, 2019, S&P Global Ratings assigned its 'BB' issue-level
rating to MV24 Capital B.V.'s (MV24's) $1.1 billion senior secured
notes due June 2034 at 6.748%. S&P also assigned a recovery rating
of '2' to the notes.

The project successfully issued the notes in August 2019, pricing
the notes at 6.748% per year, slightly below S&P's initial
assumption of 7.125%. S&P has revised the final documentation, and
assigned a 'BB' issue-level rating to the notes.

The rating reflects the contracted nature of the asset, which
results in very stable and predictable cash flows. The rating is
one notch above the credit quality of the weakest of the revenue
counterparties, because S&P believes that there are economic
incentives to the owners of the oil field to continue the oil
production, even under financial distress conditions. This reflects
S&P's view of the essential service the project provides to the oil
production, which generates cash flows to the owners of Tupi,
combined with the asset's unique characteristics that were
tailor-made to operate in the Lula-Iracema field, i.e. it's an
asset difficult to be replaced. The latter is one of Petrobras'
most important production fields, accounting for about 20% of its
total proven reserves. The field is under the first quartile of its
cash-cost, below $20 per barrel of oil equivalent (boe).

S&P said, "Therefore, we cap the rating on MV24 at one notch above
the rating on Petrobras (BB-/Stable/--). Our analysis incorporates
also the operational risk inherent to oil production, limited to
activities of light process and oil storage, i.e. excluding
activities of subsea wellhead; the benefit of a long-term,
availability-based charter agreement that eliminates market risk;
and the operator's experience that has been able to maintain a
96.4% average availability of the asset since it started operations
in October 2014.

"Our base-case scenario, which assumes a 96% average availability
and the prices included in the charter agreement, results in a
minimum annual DSCR of 1.18x in 2030 and an average DSCR of 1.25x
throughout the notes' term. In our view, project's resilience under
a downside-case scenario supports MV24's strength, given its low
exposure to price variations due to its availability-based
payments.

"Finally, the rating on the project's notes is higher than that on
Brazil given that we believe the project would be able to pass a
sovereign stress scenario. This is principally due to the exporting
nature of the asset, the smooth debt payments, and existence of
debt reserve accounts. Even though the vessel operates in Brazil,
the documentation of the transaction defines that payments are
deposited in offshore accounts, all cash is held offshore, and
revenue and costs are denominated in dollars, offsetting the
foreign-exchange conversion risk. We didn't apply the typical cash
haircut, because all cash is held offshore, invested under
permitted investment-grade titles."

NORTH WESTERLY VI: S&P Assigns Prelim B-(sf) Rating to Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to the class
A to F European cash flow CLO notes issued by North Westerly VI
B.V. At closing, the issuer will issue unrated subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

-- Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), the
weighted-average coupon (4.50%), and the covenanted
weighted-average recovery rate for all rating levels. As the
portfolio is being ramped, we have relied on indicative spreads and
recovery rates of the portfolio. Our credit and cash flow analysis
indicates that the available credit enhancement for the class B-1
to D notes could withstand stresses commensurate with higher
ratings than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our preliminary ratings assigned to the notes."

Environmental, social, and governance (ESG) criteria due diligence
In an effort to maximise its ESG profile, the collateral manager
will use its best efforts to apply and utilize its own ESG criteria
and due diligence prior to purchasing any collateral obligation.
This includes, but is not limited to, the following:

-- Reviewing due diligence materials prepared by independent
industry consultants and other institutions to the extent
reasonably available to the collateral manager;

-- Reviewing professional publications and articles from reputable
media sources available to the collateral manager including "bad
press" checks;

-- Undertaking, either in writing or in person, interviews with
the management of the relevant collateral obligation; and

-- Carrying out an assessment of the collateral obligations'
existing policies on ESG factors using the information collated
above.

Any collateral obligation purchased by the collateral manager will
include--at least quarterly and on a best efforts basis--ongoing
ESG due diligence. This includes, but is not limited to:

-- An assessment of reputable media outlets and other publicly
available information of the collateral obligation, including "bad
press" checks;

-- Monitoring industry trends and regulatory developments, which
the collateral manager may deem relevant for the relevant
collateral obligation;

-- Attending company, shareholder, and management meetings, where
possible; and

-- Identifying and monitoring any specific remediation or
rectification measures relating to the collateral obligation(s)
which the collateral manager is aware of.

ESG scoring

The collateral manager will utilize and apply its own ESG industry
category and scoring methodology to each collateral obligation it
purchases.

The ESG industry category will comprise a category ranging from
"low risk" to "high impact unmitigated," which the collateral
manager will assign to each collateral obligation, in accordance
with its ESG due diligence procedures and best practices.

The collateral manager will assign the ESG score to each collateral
obligation ranging from -1 (negative) to 7 (maximum) at its
discretion. The collateral manager's objective is to maintain--on a
weighted-average basis--an ESG score of no less than 5 (high), and
failure to reach or maintain this score will not result in a breach
of the collateral manager's duties or obligations under the
transaction documents.

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

Elavon Financial Services DAC is the bank account provider and
custodian. At closing, S&P anticipates that the documented
downgrade remedies will be in line with its current counterparty
criteria.

At closing, S&P considers that the issuer will be bankruptcy
remote, in accordance with its legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it believes its preliminary ratings
are commensurate with the available credit enhancement for each
class of notes.

  Ratings List

  Class   Prelim. Rating   Prelim. amount (mil. EUR)
  A       AAA (sf)         250.00
  B-1     AA (sf)          25.00
  B-2     AA (sf)          15.00
  C       A (sf)           28.00
  D       BBB (sf)         20.00
  E       BB (sf)          24.00
  F       B- (sf)          10.00
  Sub     NR               38.00

  NR--Not rated


PEER HOLDING III: Moody's Affirms B1 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Peer Holding III B.V. (Action)'s
B1 Corporate Family Rating and its B1-PD probability of default
rating. Concurrently, Moody's affirmed the B1 EUR 2,285 million
senior secured term loan B maturing in 2025 and assigned a B1
rating to the proposed EUR625 million additional term loan B
maturing in 7 years. The outlook on the ratings remains stable.

Action has increased its term loan B by EUR625 million to EUR 2,910
million from EUR2,285 million as permitted under its existing
credit facilities agreement. The EUR625 million proceeds will be
used alongside EUR153 million of cash to pay a dividend of
approximately EUR750 million to Action's shareholders and the
related transaction fees. The transaction represents the sixth
dividend paid since the company was acquired by 3i Group plc (3i,
Baa1 stable) and funds advised by 3i in 2011. The dividend is
linked to an equity re-organization event announced on November 14
by 3i. Following the transaction 3i managed and advised vehicles
remain the majority shareholder of Action.

RATINGS RATIONALE

Action's B1 CFR recognises its (1) established scale in Benelux
markets and in France; (2) increasing geographic diversity with
growing presence in Germany and Poland; (3) its business model,
which supports strong like-for-like sales and earnings growth as
well as high returns on investments associated with new store
openings; (4) the positive market momentum experienced by discount
players; and (5) Action's good liquidity position.

However, the B1 rating also reflects the company's (1) high
leverage for the rating category pro-forma the recapitalization;
(2) exposure to the competitive and fragmented discount retail
segment; (3) sizeable number of new store openings, leading to
execution risk in terms of site selection but also logistical
risks.

Since the last dividend recap at the beginning of 2018, Action has
continued to grow the number of its stores, revenues and
profitability despite one-off issues related to supply chain
capacity constraints, which reduced growth in 2018. Moody's expects
like-for-like revenue growth of at least 5% in 2019 compared to
around 4% in 2018. Revenue growth is linked to the rapidly
expanding number of stores and increasing volumes per store.
Revenues have been growing at a 28% compounded annual growth rate
since 2011 and will reach around EUR5 billion in fiscal 2019.
Beyond 2019, Moody's expects new store roll-outs to be at a slower
pace compared to the past owing to the incremental complexity of
expanding the store base away from the Benelux region. Meanwhile,
Moody's expects that the company's profit margins will remain
stable.

Pro-forma the recapitalisation Moody's-adjusted gross leverage
increases to 5.6x, which the rating agency considers high for a B1
rating. Moody's expects the company's strong earnings and cash flow
generation will drive deleveraging towards 5.0x over the next year
and that this will better position the company in the rating
category.

Private equity ownership tends to create some uncertainty around a
company's future financial policy. Often in private equity
sponsored deals, owners tend to have higher tolerance for leverage,
a greater propensity to favour shareholders over creditors as well
as a greater appetite for M&A to maximise growth and their return
on their investment. The six dividends that the company has paid
over the last nine years is evidence of a more aggressive financial
policy, albeit sufficiently covered by the company's free cash flow
generation.

The company's underlying cash generation is strong, although past
experience leads Moody's to expect the company will continue to
invest a significant proportion of its earnings in the roll-out of
new stores and maintenance of existing stores.

Action's liquidity profile is good. The company's cash balance of
EUR100 million at the time of transaction and pro forma the recap,
is expected to be sufficient to cover working capital and
investment needs in the near to medium-term. Moody's expects the
company will not need to draw the EUR110 million available amount
on the EUR125 million revolving credit facility (RCF). EUR15
million of the RCF is currently used for bank guarantees.

Structural considerations

Action's B1 senior secured instrument ratings are in line with the
CFR. The company's probability of default rating (PDR) of B1-PD, is
in line with the CFR. The PDR reflects the use of a 50% family
recovery rate resulting from a lightly-covenanted debt package and
a security package that comprises only share pledges and a cap on
the value of guarantee security provided by Action Holding B.V. and
its subsidiaries at the level of EUR905 million. Only the RCF has a
maintenance covenant; this is only tested if utilization of the RCF
exceeds 40%. Moody's expects material headroom to be maintained.

Rating Outlook

The stable rating outlook reflects Moody's view that Action's
product offering and positioning will continue to resonate with
consumers. The rating agency expects the company will continue to
appropriately control its expenses and store roll-out plan and that
Action's credit metrics will improve over the next 12 -18 months,
with Moody's adjusted debt/EBITDA trending towards 5.0x in this
period.

What Could Change the Rating Up/Down

Pro-forma this latest recapitalization, Action's rating will have
limited headroom within the B1 category and therefore positive
rating pressure is not expected in the short term. However, it
could arise if Action continues to improve its operating
performance and credit metrics, as well as pursue a more
conservative financial policy resulting in lower distributions to
shareholders. Quantitatively, Moody's could upgrade the rating if
debt/EBITDA was sustained below 4.0x and EBIT/interest expense
exceeded 3.0x.

Conversely, Moody's could downgrade Action's ratings if Action's
operating performance declines (as a result of negative
like-for-likes or material decrease in profit margins). Similarly,
Moody's could also downgrade the ratings if Action were unable to
maintain adequate liquidity or its financial policy became more
aggressive, with free cash flow turning negative, such that
adjusted debt/EBITDA remained above 5.5x on a sustainable basis or
adjusted EBIT/interest expense fell sustainably below 2.0x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

Action, established in the Netherlands in 1993, is a non-food
discount retailer with around EUR4.2 billion revenue and company
reported operating EBITDA of EUR450 million (including unusual
items) in FY2018. In 2018, Action operated 1,325 stores, including
about 378 in the Netherlands, 424 in France and the rest
predominantly in Germany and Belgium.



===========
N O R W A Y
===========

NORWEGIAN AIR: Appoints Schram as New CEO to Lead Restructuring
---------------------------------------------------------------
Terje Solsvik and Victoria Klesty at Reuters report that
loss-making Norwegian Air has appointed Jacob Schram as chief
executive to take charge of the budget carrier's restructuring as
it struggles with a low-cost, long-haul model in an overcrowded
industry.

He replaces Bjoern Kjos, Norwegian's founder who stepped down in
July having built the carrier into Europe's third-largest budget
airline, shaking up the market for transatlantic travel with low
fares to challenge traditional carriers such as IAG's British
Airways, Reuters notes.

According to Reuters, Mr. Schram, 57, will be tasked with cutting
costs and making the airline profitable again after the breakneck
expansion left it with hefty losses and high debts, forcing it to
repeatedly ask shareholders for new funds to stave off collapse.

While Norwegian has prioritized profits over growth this year, it
has been hampered by the global grounding of Boeing's 737 MAX
aircraft and long-running technical problems with Rolls Royce
engines on Boeing Dreamliners, Reuters states.

Disruptions to its fleet, such as leasing replacement aircraft for
its 18 Boeing MAX, added around NOK300 million (US$32.7 million) to
its costs in the third quarter, Reuters discloses.

Norwegian has been run on an interim basis since July by Chief
Financial Officer Geir Karlsen, who has raised cash, postponed debt
payments, sold off assets and cut unprofitable routes to keep the
company aloft, Reuters relays.

Mr. Karlsen will continue as CFO as well as deputy CEO, according
to Reuters.




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

TRANSPORTES AEREOS: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family rating, a
B2-PD Probability of Default rating and a b3 Baseline Credit
Assessment to TRANSPORTES AEREOS PORTUGUESES, S.A. Concurrently
Moody's has assigned a B2 instrument rating to EUR300 million
senior unsecured notes to be issued by TAP SA. The outlook is
stable.

RATINGS RATIONALE

TAP SA's B2 corporate family rating is derived from a b3 Baseline
Credit Assessment and one notch uplift from the Portuguese State
support under its Government-Related Issuers methodology.

TAP's B2 CFR is supported by the issuer's (1) strategic location in
Lisbon with strong market share at capacity constrained Lisbon hub,
(2) competitive cost structure compared to other European network
airlines largely supported by lower personal costs, (3) strong
market share in European -- Brazilian routes with five exclusive
routes to Brazil, (4) CASK improvement potential from the ongoing
fleet transformation strategy, (5) tailwind from lower fuel costs
in 2020 with over 50% of the expected 2020 fuel consumption hedged
at around $600 per ton, (6) increased focus on operating
profitability since privatization through rationalization of the
route network, fare unbundling to maximise ancillary revenues, new
distribution strategy, general reduction in costs and focus on
customer experience (strong improvement in NPS) and the (7) history
of support from the Portuguese government and importance of TAP for
the Portuguese tourism and economy.

On the other hand, the rating is constrained by TAP's (1) small
size of the operated airline and the concentrated route network if
compared to larger network carriers, (2) volatile and weak
historical operating performance even after the partial
privatization in 2015, (3) still low profitability if compared to
peers despite a comparatively low CASK, which suggests a lower RASK
than peers, (4) leveraged capital structure with an estimated LTM
September 2019 Moody's adjusted debt/EBITDA of around 7.0x
notwithstanding that Moody's expects TAP SA's debt/EBITDA to drop
below 6.0x by the end of 2019 driven by a strong improvement in
operating performance, (5) by the weaker credit profile of its
parent company TAP SGPS in the context of the ability of TAP SA to
make payments to its parent if net consolidated leverage of TAP SA
falls below 4.75x prior to November 2021 and to below 4.5x
thereafter, and (6) a late cycle macroeconomic environment with a
high risk that demand for air travel and yields might come under
pressure over the life of the bond.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook assigned reflects its view that TAP SA and TAP
SGPS will be able to translate the reduction in CASK and fuel costs
into stronger profitability and a deleveraging path to below 6.0x
by year-end 2019 for TAP SA (below 6.5x for TAP SGPS). The stable
outlook also anticipates the maintenance of an adequate liquidity
profile and the focus on deleveraging the company for an elevated
level.

LIQUIDITY

Moody's considers TAP's liquidity to be adequate mainly supported
by around EUR450 million cash & marketable securities expected on
the issuer's balance sheet at year-end 2019 accounting for around
13% of group revenues. TAP has also access to credit card
receivables of around EUR80 million from Brazilian customers. The
reception of proceeds from credit card receivables can be
accelerated albeit at a punitive interest rate from banks issuing
the credit cards. Moody's also notes that TAP has a front end
loaded maturity profile even pro-forma of the utilization of the
bond proceeds to debt repayment.

STRUCTURAL CONSIDERATIONS

Pro-forma of the issuance of the notes and the repayment of certain
debt instruments, Moody's expects approximately EUR210 million of
debt to be secured by certain contractual rights and real estate.

The rest of the company's capital structure will be unsecured.
Moody's has treated trade payables as unsecured claims in line with
the proposed unsecured bonds due to the absence of an all asset
pledge security package for the secured debt instruments. In light
of the relatively low percentage of secured debt in the capital
structure, the rating of the proposed senior unsecured bond is in
line with the corporate family rating at B2. The recovery of the
corporate family is assumed to be 50%.

The obligation of the Portuguese government to cover losses of TAP
SGPS and TAP SA over the period 2003 to 2015 is seen as
strengthening the likelihood of the Portuguese government providing
support to TAP SA but was not factored into a higher recovery
analysis for bondholders upon default due to the potential
difficulty to enforce such a claim as a bondholder.

WHAT COULD CHANGE THE RATINGS UP / DOWN

Positive pressure would build on TAP SA's rating if debt/EBITDA of
TAP SGPS would move towards 5.5x, EBIT margin of the parent would
reach around 5% on a sustainable basis and TAP SGPS would generate
consistent positive free cash flow.

On the contrary debt/EBITDA of TAP SGPS remaining above 7.0x and
persistent negative free cash flow generation leading to a
deterioration in the group's liquidity profile would put negative
pressure on the ratings. In addition (FFO + Interest Expense) /
Interest Expense remaining below 2.0x and the failure of TAP SGPS
to improve its EBIT margin above 2% could also lead to negative
pressure on the ratings. Although not anticipated at this stage, a
change in ownership from the Portuguese government or a shift in
the government's intention to support could exert negative pressure
on the ratings.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were Government-Related
Issuers published in June 2018, and Passenger Airline Industry
published in April 2018.



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

SUEK JSC: Fitch Affirms 'BB' LT IDR, Outlook Stable
---------------------------------------------------
Fitch Ratings affirmed JSC SUEK's Long-Term Foreign Currency Issuer
Default Rating at 'BB' with Stable Outlook.

The rating affirmation reflects its expectation that SUEK will be
able to navigate through lower-than-previously anticipated thermal
coal prices on global markets and that its debt-funded recent
acquisitions in energy and logistics will be EBITDA-accretive.
Since 2018 the company has made several acquisitions that
transformed it from a pure play large coal miner into an integrated
coal mining and energy generation company with notable market
shares in both segments and increased earnings visibility.

Fitch projects that SUEK's M&A activities and lacklustre export
markets will lead to a funds from operations (FFO)-adjusted gross
leverage of 3.9x in 2019, above its 3.5x negative rating
sensitivity. However, Fitch expects the company to deleverage to
3.2x-3.4x from 2020 as M&A activity moderates and free cash flow
(FCF) remains positive despite a lower coal price environment.
However, further major M&A activities, if not offset by EBITDA
gains, could pressure the ratings.

KEY RATING DRIVERS

Limited Leverage Headroom until 2020: Fitch expects SUEK's gross
debt to peak at USD6.5 billion by end-2019, up from USD4.4 billion
reported at end-2018. This is driven by substantial payments
totalling USD2.4 billion related to the acquisitions of energy and
power generation company Siberian Generation Company LLC (SGK) in
August 2018 from the sole shareholder, railcar leasing company
Nitrohimprom (NHP) in April 2019 and Reftinskaya GRES in October
2019. This will result in FFO adjusted gross leverage of 3.9x at
end-2019 before it is expected to return to below 3.5x from 2020,
leaving limited headroom for further debt-funded acquisitions over
the next 12-18 months.

Positive FCF: Fitch views SUEK as a fundamentally FCF-positive
business with high single-digit FCF margin through the cycle, as
seen historically. The company has not paid dividends since 2011
and has demonstrated capex flexibility during coal market
downturns. Fitch assumes capex-to-sales to average at 12% in
2019-2022 (8%-12% historically) and no dividends until net
debt/EBITDA is closer to the lower end of the 2x-2.5x range. Hence,
Fitch expects that SUEK will continue generating positive FCF over
the rating horizon, allowing it to deleverage to 3.2x by 2021 and
2022 from the 2019 peak. Under severe stress SUEK claims it may cut
capex to USD0.5 billion.

Large Thermal Coal Producer: SUEK is a top seaborne thermal coal
exporter globally and is the largest supplier of brown coal in
Russia. In 2018 the company exported half of its 110mt thermal coal
production to the Asia-Pacific (APAC) and Atlantic markets. SUEK
exports high-quality hard coal processed through washing. SUEK's
coal segment generates two-thirds of total EBITDA, with
lower-margin but more predictable domestic coal sales balancing
more volatile but higher-margin coal exports. SUEK's hard coal
reserves mine life exceeds 30 years at current output levels.

Stable Energy Segment: Following the acquisitions, SUEK's domestic
coal operations achieved half of the company's downstream
integration into power generation. The energy segment contributed
USD568 million of reported EBITDA in 2018, one-third of total.
Fitch expects the segment's EBITDA to rise towards USD750 million
in 2021, aided by the consolidation of Reftinskaya GRES. The energy
assets are located in Siberia, close to SUEK's coal assets, have an
installed capacity of 10.9GWt and represent 20%-25% of the regional
energy market. Energy sales are evenly split across heat,
electricity and capacity, while profitability has good visibility
due to the regulated nature of the market.

Coal Prices Remain Subdued: Thermal coal prices have been falling
through 2019 with FOB Newcastle 6,000 kcal/kg below USD65/t in
August 2019. The reasons are weak seaborne demand in China on
import restrictions introduced in March 2019 and manufacturing
slowdown, cheap natural gas and an abundant coal supply. The
European market is also under pressure from increasingly vocal
environmental concerns behind the shift from coal to cleaner energy
sources such as renewables, as well as abundant natural gas
imports. Fitch expects these factors to persist in the medium-term
and weigh on coal markets.

Global Coal Markets Shift: Thermal coal remains a key energy source
with above a 35% share in global power generation. In the long run
Fitch expects flat global coal demand as contracting coal use in
developed countries will be offset by growth in emerging markets.
In particular, in India, Pakistan, and Vietnam coal-fired power
capacities dominate power generation and continue to be added. A
weak price environment will lead to supply cutbacks by high-cost
producers, balancing an expected increase in exports from Russia.
Besides, social and environmental opposition to new mines could
lead to fewer or smaller projects being developed, thus limiting
further supply additions.

Capacity Supply Agreement-2: SGK, the core asset of SUEK's energy
segment, succeeded in qualifying for the capacity supply agreement
(CSA) scheme, a state-initiated modernisation programme for Russian
generator companies. It allowed SGK to modernise 27% of its
capacities during 2009-2014. This in turn provided additional
capacity revenues and added to predictability of SGK's cash flows.
Participation of SGK in the CSA-2 scheme will be limited as just
around 3% of total capacities will be upgraded. Management expects
CSA-2 to have more moderate capex pressure on SGK's cash flow
generation, with capex likely to peak in 2021 and 2022.

Competitive Cost Position: SUEK has low cash production costs,
underpinned by a high share of open pit-mined coal, a weak rouble,
and efficiency improvement measures. The company benefits from
self-sufficiency in processing, washing and logistics
infrastructure, including ports. Availability of railcars is
crucial for SUEK's operations, and after the NHP acquisition the
company controls around 90% railcars needed for its operations.
SUEK's mining assets are remote from export sea ports compared with
global mining peers', but the company is positioned on the lower
part of the global cost curve by total business costs, which stood
at around USD60/t in 2018, according to CRU.

DERIVATION SUMMARY

SUEK is Russia's top thermal coal producer operating 27 mines in
several regions, and one of the largest exporters of seaborne
thermal coal globally. SUEK is comparable with AO Holding Company
Metalloinvest (BB+/Stable) in scale and diversification, as both
companies are among the top-10 global producers of specific
commodities. Metalloinvest has a better cost position and higher
mine life than SUEK, but the latter's operations are more
diversified with several mines located across a number of Russian
regions while Metalloinvest has two large mines in one region.
Metalloinvest is integrated in steelmaking that generates around
25% of earnings, while SUEK's energy and power generation segment
makes a similar contribution to EBITDA.

Polyus (BB/Stable) is the largest gold producer in Russia and ranks
among the lowest-cost gold producers with an ample large reserve
base. Polyus has comparable scale to SUEK but is focused on mining
only. Both Polyus and Metalloinvest have superior profitability
than SUEK, but the latter's energy generation ensures cash-flow
stability. FFO-adjusted gross leverage is around 2x-2.5x for
Metalloinvest and for Polyus. SUEK's slightly higher leverage of
3x-3.5x reflects pressure from low thermal coal prices and recent
M&A activities.

Indonesian peers PT Bayan Resources (BB-/Stable) and PT Indika
Energy Tbk (BB-/Stable) are smaller in scale, have lower mine life,
and higher regulatory risks due to a limited horizon of mining
concessions. Bayan has a stronger cost position, higher profit
margins and is in net cash. Indika benefits from an integrated
business model across mining, engineering and construction,although
its mining operations are less profitable.

KEY ASSUMPTIONS

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

  - Thermal coal Newcastle 6000 kcal/kg FOB, declining towards
USD70/t in 2022, in line with Fitch's mid-cycle commodity price
assumptions

  - Domestic coal price growth at slightly below rouble inflation

  - Energy segment EBITDA at above USD600 million in 2019, and
around USD700 million - USD750 million p.a. until 2022

  - Coal production volumes to rise to 125mt by 2021-2022

  - Consolidated capex of around USD900 million in 2019-2020,
rising towards USD1 billion by 2022

  - USD/RUB exchange rate averaging at 64.8 in 2019; 66.5 in 2020
and 67.3 in 2021-2022

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
  
  - FFO adjusted gross leverage sustainably below 2.5x, combined
with an extended and smoother debt maturity profile

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

  - Subdued coal markets, aggressive dividends or M&A driving FFO
adjusted gross leverage sustainably above 3.5x

  - Negative FCF on a sustained basis

  - EBITDAR margin sustainably below 20% (2018: 33.3%)

  - Failure to maintain a liquidity ratio above 1x

LIQUIDITY AND DEBT STRUCTURE

Liquidity Tightens in 2020: At June 30, 2019 SUEK had adequate
liquidity with USD213 million cash balances and USD1.22 billion
unutilised long-term committed credit facilities against USD0.88
billion debt due in2H19. In addition, in 3Q19 SUEK raised a USD1.73
billion bilateral bank loan to fund its deferred liability related
to the SGK acquisition.

In 2020 SUEK's debt maturities increase to USD1.64 billion, well
above expected FCF of around USD0.7 billion. Fitch expects SUEK to
address the gap with undrawn long-term credit lines available up to
end-2020. Fitch also expects SUEK to refinance their pre-export
finance maturities in the first half of each year as it has done in
previous years.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Operating lease expense of USD218 million in 2018 was
capitalised at 6x, in line with the Fitch's approach to Russian
issuers

  - The amount payable to the shareholder for SGK acquisition of
USD1,916 million was reclassified from other payables to debt

  - Dividends to non-controlling interest of USD8 million paid in
2018 were deducted from EBITDA

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.

TRANSFIN-M PAO: S&P Alters Outlook to Neg., Affirms B/B ICR
-----------------------------------------------------------
S&P Global Ratings revised its outlook on Russia-based leasing
company TransFin-M PAO to negative from positive and affirmed the
'B/B' long- and short-term issuer credit ratings.

On Nov. 8, 2019, pension fund Blagosostoyanie finalized its sale of
TransFin-M to TFM-Garant AO, acting in the name of Alexei Taicher
and his partners. The transaction and the resulting change in the
ownership can have implications for TransFin-M's funding and
liquidity profiles, among other factors. Our previous assessments
of the entity's funding and liquidity hinged largely on material
ongoing funding support from Blagosostoyanie. On Dec. 31, 2018,
funding from Blagosostoyanie stood at Russian ruble (RUB) 37
billion and made up nearly 40% of TransFin-M's outstanding debt.
Although the majority of these funds start maturing from 2024 and
there are no put options or covenants linked to the change of the
ownership, TransFin-M will be obliged to gradually replace these
funds as they mature. S&P does not exclude future volatility in
investor demand, term structure, and pricing for future debt that
could potentially put pressure on TransFin-M's funding, liquidity,
and profitability metrics.

S&P said, "At the same time, now we have a better view of
TransFin-M's capitalization, supported by its strong earnings
generation during the past 12 months, the decrease in risk weighted
assets through the sale of noncore assets, and the conversion of
RUB3.5 billion mandatorily convertible bonds into equity in 2019.
Therefore, we now expect the risk-adjusted capital (RAC) ratio
before concentration adjustments to remain in the range of
11.6%-12.0% over the next 12 months versus 10.9% on June 30, 2019.

"While we assume about 50% dividend payout ratio for our RAC
projections, we understand that the new owner funded most of the
purchase with a RUB32.6 billion loan and will rely on dividends
from TransFin-M for much of the repayments. Moreover, our RAC
forecast is also sensitive to uncertainties around future interest
margins as the funding profile evolves. The resulting potential
pressure on capitalization drives our negative outlook.

"The 'B' rating continues to reflect TransFin-M's resilient
performance through the cycle, evidenced by its strengthened market
position and continuing solid lease portfolio quality. In
particular, we regard as positive TransFin-M's low credit losses
through the cycle, asset quality above that of peers, quick
recoveries of foreclosed lease objects, and ability to generate
capital internally to support business growth. Following the change
in the ownership, we don't expect the company's portfolio quality
will deteriorate, given the business' growth prospects,
management's expertise, and the company's historically cautious
approach to risk-taking over the cycle.

"The outlook is negative because we think that the company's
funding and liquidity positions and capitalization may weaken over
the next 12 months, due to the change in the ownership.

"We could consider a negative rating action in the next 12 months
if we see TransFin-M struggling to secure long-term funding at
affordable terms as it refinances the existing funding from
Blagosostoyanie. This could stem from a scenario where the future
funding profile becomes highly concentrated or sensitive to
investor sentiment or exhibits asset liability mismatches. At the
same time a negative rating action could follow if TransFin-M's
capitalization to weaken, with our forecast RAC ratio falling below
10%, pressured by weakening earnings due to funding becoming more
expensive or high demand for dividends from the shareholder at the
expense of capitalization.

"We could revise the outlook to stable in the next 12 months if
TransFin-M establishes a sustainable long-term and diversified
funding profile without concentrated dependence on Blagosostoyanie.
We will also need to see a continuation of TransFin-M's existing
resilient business model and stable financial profile under the new
ownership. TransFin-M's ability to withstand the still-negative,
albeit gradually easing, economic trends in Russia, while
maintaining its good asset quality and overall credit profile, can
also trigger a revision of the outlook to stable."



===============
S L O V E N I A
===============

ADRIA AIRWAYS: Slovenia Receives Five Bids for Airline's Assets
---------------------------------------------------------------
SeeNews reports that Slovenia has received five bids in the tender
for the sale of property and property rights belonging to collapsed
flag carrier Adria Airways, the bankruptcy trustee, Janez
Pustaticnik, said.

Mr. Pustaticnik told reporters in Ljubljana one of the bids is for
the flight simulator of Adria's flight training school, while the
remaining four concern all or part of the company's assets, SeeNews
relays, citing a video file uploaded on the website of media outlet
Siol.net.

According to SeeNews, Mr. Pustaticnik said the bankruptcy
management has invited those four bidders for additional
negotiations, following which it will decide on the further steps
in the sale process.

He said the offers came from domestic and foreign private
investors, SeeNews notes.

Slovenian businessman Joc Pececnik told public broadcaster RTV SLO
that his company Elektroncek has submitted a bid for all of Adria's
assets on sale together with a foreign partner, SeeNews discloses.


RTV SLO reported that Slovenian businessmen Izet Rastoder and Ivo
Boscarol have also submitted bids, according to SeeNews.

The tender was opened in October, following the Oct. 2 launch of
the bankruptcy proceedings against Adria Airways, SeeNews
recounts.

Adria Airways has said the company's net loss widened to EUR18.6
million (US$20.5 million) last year from EUR5.4 million in 2017,
due to higher fuel prices and because of additional costs for
renting an airplane with its crew, SeeNews relays.

                       About Adria Airways

Adria Airways d.o.o. was the flag carrier of Slovenia operating
scheduled and charter services to European destinations.  The
airline was founded in 1961.  It became Slovenia's national air
carrier in 1992, which made the government the major shareholder.
In 2016, the airline was privatized, and about 96% of its shares
were acquired by a Luxembourg-based restructuring fund 4K Invest.

In recent years, Adria Airways has been affected overcapacity,
harsh competition, and high fuel prices.  In early 2019, the
airline shut down operations from Germany to London, Vienna and
Zurich.  By the last week of September, it grounded more flights
due to lack of funds.

On October 2, 2019, the commercial court in the Slovenian city of
Kranj launched bankruptcy proceedings at Adria Airways, acting on a
Sept. 30 motion filed by the airline's management.  The court
appointed Janez Pustaticnik as bankruptcy receiver.  Creditors
should declare their claims against the airline by January 3,
2020.




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

AUTONORIA SPAIN 2019: Moody's Assigns (P)B1 Rating to Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service assigned the following provisional
ratings to notes to be issued by Autonoria Spain 2019, Fondo de
Titulizacion:

EUR[*]M Class A Asset Backed Floating Rate Notes due December 2035,
Assigned (P)Aa1 (sf)

EUR[*]M Class B Asset Backed Floating Rate Notes due December 2035,
Assigned (P)Aa1 (sf)

EUR[*]M Class C Asset Backed Floating Rate Notes due December 2035,
Assigned (P)Aa3 (sf)

EUR[*]M Class D Asset Backed Floating Rate Notes due December 2035,
Assigned (P)Baa2 (sf)

EUR[*]M Class E Asset Backed Floating Rate Notes due December 2035,
Assigned (P)Ba1 (sf)

EUR[*]M Class F Asset Backed Floating Rate Notes due December 2035,
Assigned (P)B1 (sf)

EUR[*]M Class G Asset Backed Fixed Rate Notes due December 2035,
Assigned (P)B3 (sf)

RATINGS RATIONALE

The transaction is a one year revolving cash securitisation of auto
loans extended to obligors in Spain by Banco Cetelem S.A.U.( NR).
Banco Cetelem, acting also as servicer in the transaction, is a
specialized lending company 100% owned by BNP Paribas Personal
Finance (Aa3/P-1). Its business focuses on retail lending (consumer
primarily) in Spain and abroad.

The provisional portfolio of underlying assets consists of auto
loans originated in Spain. The loans are originated via
intermediaries or directly through physical or online point of sale
and they are all fixed rate, annuity style amortising loans with no
balloon or residual value risk, the market standard for Spanish
auto loans. The final portfolio will be selected at random from the
provisional portfolio to match the final note issuance amount.

As of [September 20, 2019], the provisional pool had [160,835]
loans with a weighted average seasoning of [1.7] years, and a total
outstanding balance of approximately EUR[1.6] billion. The weighted
average remaining maturity of the loans is [62.8] months. The
securitised portfolio is highly granular, with top 5 and top 15
borrower concentration at [0.02]% and [0.05]% respectively, and the
high portfolio weighted average interest rate of [8.0]% . The
portfolio is collateralised by [74.3]% new cars and [25.7]% used
cars.

According to Moody's, the transaction benefits from credit
strengths such as the granularity of the portfolio, the excess
spread-trapping mechanism through a [5] months artificial write off
mechanism, the high average interest rate of [8.0]% and the
financial strength of BNP Paribas Group. Banco Cetelem, the
originator and servicer, is not rated. However, it is 100% owned by
BNP Paribas Personal Finance (Aa3/P-1, Aa3(cr)/P-1(cr)).

However, Moody's notes that the transaction features some credit
weaknesses such as (i) a one year revolving structure which could
increase performance volatility of the underlying portfolio,
partially mitigated by early amortisation triggers, substitution
criteria both on individual loan and portfolio level and the
eligibility criteria for the portfolio, (ii) a complex structure
including interest deferral triggers for juniors notes, pro-rata
payments on all classes of notes after the end of the revolving
period, (iii) a fixed-floating interest rate mismatch as 100% of
the loans are linked to fixed interest rates and the Classes A-F
are all floating rate indexed to one month Euribor, mitigated by
three interest rate swaps provided by Banco Cetelem (NR) and
guaranteed by BNP Paribas Personal Finance (Aa3(cr)/P-1(cr),
Aa3/P-1)).

Moody's analysis focused, amongst other factors, on (1) an
evaluation of the underlying portfolio of receivables and the
eligibility criteria; (2) the revolving structure of the
transaction; (3) historical performance on defaults and recoveries
from the Q1 2011 to Q2 2019 provided on Banco Cetelem's total book;
(4) the credit enhancement provided by the excess spread and the
subordination; (5) the liquidity support available in the
transaction by way of principal to pay interest for Classes A-D and
a dedicated liquidity reserve only for Classes A-D, and (6) the
overall legal and structural integrity of the transaction.

AUTO SECTOR TRANSFORMATION

The automotive sector is undergoing a technology-driven
transformation which will have credit implications for auto finance
portfolios. Technological obsolescence, shifts in demand patterns
and changes in government policy will result in some segments
experiencing greater volatility in the level of recoveries and
residual values compared to that seen historically. For example,
Diesel engines have declined in popularity and older engine types
face restrictions in certain metropolitan areas. Similarly, the
rise in popularity of Alternative Fuel Vehicles (AFVs) introduces
uncertainty in the future price trends of both legacy engine types
and AFVs themselves due to evolutions in technology, battery costs
and government incentives. Moody's has not received a breakdown of
vehicles by engine type and emission standard. However, since the
portfolio has only a limited security over the financed vehicles
the consequence of future recovery rate volatility is reduced.

MAIN MODEL ASSUMPTIONS

Moody's determined the portfolio lifetime expected defaults of
[4.5]%, expected recoveries of [15.0]% and portfolio credit
enhancement of [16.0]%. The expected defaults and recoveries
capture its expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expects
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by Moody's
to calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
its ABSCORE cash flow model to rate Auto and Consumer ABS.

Portfolio expected defaults of [4.5]% are in line with Spanish Auto
loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) other similar
transactions used as a benchmark, and (iii) other qualitative
considerations.

Portfolio expected recoveries of [15.0]% are lower than the Spanish
Auto loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

PCE of [16.0]% is in line with Spanish Auto loan ABS average and is
based on Moody's assessment of the pool taking into account (i) the
unsecured nature of the loans, and (ii) the relative ranking to the
originators peers in the French and EMEA consumer ABS market. The
PCE level of [16.0]% results in an implied coefficient of variation
of approximately [48.6]%.

METHODOLOGY

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

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors or circumstances that could lead to an upgrade of the
ratings of the Notes would be (1) better than expected performance
of the underlying collateral; (2) significant improvement in the
credit quality of Banco Cetelem; or (3) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
Banco Cetelem; or (3) an increase in Spain's sovereign risk.



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

ARCADIA GROUP: Set to Appoint Andrew Coppel as New Chairman
-----------------------------------------------------------
LaToya Harding at The Telegraph reports that Sir Philip Green's
high street empire is poised to name former De Vere boss Andrew
Coppel as its new chairman.

Mr. Coppel, who also sits on the board of housebuilder MJ Gleeson,
replaces interim chairman Jamie Drummon Smith who left in
September, The Telegraph discloses.

The appointment comes after eight months of searching for a
permanent replacement for Karren Brady, who stepped down from her
post in February, The Telegraph notes.

Baroness Brady was chairman of Taveta Investments, the company that
owns Arcadia Group, which runs Sir Philip's retail empire,
including Topshop, Miss Selfridge and Dorothy Perkins, The
Telegraph states.

                        About Arcadia Group

Arcadia Group Ltd. is the UK's largest privately owned fashion
retailer with seven major high street brands: Burton, Dorothy
Perkins, Evans, Miss Selfridge, Topshop, Topman and Wallis, along
with its out-of-town fashion destination Outfit.  

In June 2019, Arcadia's creditors approved a Company Voluntary
Arrangement (CVA).  The company's landlords agreed to rent cuts, 23
store closures and 520 job losses.


CROWN AGENTS: Fitch Affirms 'BB' Long Term IDR
----------------------------------------------
Fitch Ratings affirmed Crown Agent Bank Ltd's Long-Term Issuer
Default Rating at 'BB' and the bank's Viability Rating at 'bb'.

KEY RATING DRIVERS

IDRS AND VR

The ratings of CABK reflect its view of the ongoing execution risks
of the bank's expansion strategy, with material further growth
targeted in the next three years. The ratings also reflect the
bank's established but somewhat concentrated deposit franchise and
a low-risk and liquid balance sheet. Fitch understands from
management that the bank will maintain a high proportion of liquid
assets over the medium term. CABK's franchise is niche given the
bank's business focus but the business is supported by the bank's
long-standing relationship network and brand recognition with
clients in targeted regions.

The bank's expansion strategy, which was first implemented in 2016,
involves further revenue growth of over 400%, and balance sheet
growth of around 50%, for 2022 compared with 2018. Targeted growth
is along the lines of CABK's historical areas of expertise and
forms part of the bank's aim to become a major transactional bank
between developed and emerging market counterparties, providing
payments, foreign exchange, treasury services and trade finance for
official development agencies, non-governmental organisations,
central and commercial banks and non-bank financial counterparties.
Implementation has so far been in line with targets but the track
record remains limited given that the strategy was only implemented
in 2016, following CABK's acquisition by Helios Partners LLP
(Helios).

CABK's balance sheet is deposit-driven, and activities will
continue to be focused on balance sheet-light foreign exchange,
payment, and money market activities. The bank is also increasing
its trade finance activity, including on-balance sheet trade
finance exposure, although management states that trade finance
will not be a primary focus for the bank and will form only a small
portion (less than 5%) of total assets. Fitch understands that most
trade finance exposure will also remain off-balance sheet and
either cash-collateralised or covered by World Bank or sovereign or
supranational guarantees. Fitch views the bank's ability to
establish strong, experienced and highly functioning risk
management and operational teams, technology and processes as key
to handling the growing flow of small transactions sufficiently.

Fitch believes that if successfully implemented, the expansion will
help bring some diversification to the business and improve
structural profitability in the medium term. Earnings have
strengthened moderately with the bank reporting pre-tax profit of
GBP5 million for 2018, with the bank forecasting substantial growth
in earnings from 2021, in particular. Year-to-date performance for
2019 has been adequate, albeit below management's budget,
reflecting the Segovia acquisition that the bank took longer than
expected to complete.

Segovia is a payments platform that was acquired by CABIM Limited
group, of which CABK is part, in July 2019. The acquisition of
Segovia gives CABK access to Segovia's mobile payments
connectivity, providing a payments gateway that allows for bulk
mobile payments in frontier markets, particularly in Africa.
Segovia in turn benefits from CABK's foreign-exchange capabilities
and good relationships with central banks and NGOs.

Management forecasts earnings to strengthen from their current
moderate levels and Fitch views the forecasts as ambitious but
feasible, supported by planned higher revenue volumes, particularly
from foreign-exchange and payments fees from bulk payments
processing via the Segovia platform. However, the achievement of
the bank's significant revenue growth plans is dependent on the
ability to generate these planned new business volumes, and the
bank has not yet demonstrated the significantly higher earnings
volumes that it forecasts in the outer years of its plan.

Strengthened profitability has allowed CABK to build its capital
base to GBP61 million for 2018 (2017: GBP58 million) without
capital injections from Helios, although Fitch understands from
management that provision of additional capital by Helios is
possible if needed. However, the capital base remains small in
absolute terms and therefore offers little protection for
creditors, in its view, and Fitch believes that the availability of
additional external capital only partly mitigates the increased
operational risk stemming from the expansion plan.

The bank has strengthened its internal controls and capabilities to
meet its targeted growth, and plans further investments in
digitalisation and to expand its payments functionality, supported
by the Segovia acquisition. Fitch believes that these investments,
together with an increased risk management headcount, have helped
to strengthen CABK's internal control environment although the
limited track record of these under a significantly higher-volume
business model is a constraint on the ratings. High concentrations
on both the asset and funding sides of the balance sheet are also
negative rating considerations.

As part of its expansion the bank has increased its risk appetite
moderately, albeit from conservative levels. The expansion of trade
finance activity should be mitigated by the bank's continued
low-risk underwriting standards as well as the low-risk nature of
the bulk of the targeted asset base, comprising securities with
highly-rated counterparties, and high-quality liquid assets held
with highly-rated sovereigns (high-quality liquid assets form over
half of total assets). The bank will also continue to be exposed to
settlement risk arising from its foreign-exchange transactions with
counterparties in its core emerging markets, although Fitch
believes the risk is manageable due to fairly conservative exposure
limits that will curb potential losses.

CABK's Short-Term IDR of 'B' is based on the bank's Long-Term IDR
of 'BB' and reflects the mapping relationship between Long- and
Short-Term IDRs as outlined in Fitch's Bank Rating Criteria.

SUPPORT RATING

Fitch views CABK's majority-owner Helios as the most likely source
of support for the bank. However, Fitch believes that such support,
while possible, cannot be relied upon, mainly because the agency
views the owner as a financial, rather than strategic, investor.
This is reflected in its Support Rating of '5'.

RATING SENSITIVITIES

IDRS AND VR

The ratings of CABK are primarily sensitive to the bank's ability
to continue to successfully implement its planned expansion. If
CABK is able to achieve its targeted larger scale, expand its
customer franchise, while substantially improving profitability and
internal capital generation in line with its targets, as well as
demonstrating strengthened risk controls that are sufficient to
cope with the greater planned business volumes and maintaining
sound asset quality and liquidity, then this would likely be
positive for the ratings.

Conversely, negative pressure on the ratings could arise if the
bank falls significantly behind its medium-term targets, such as
below-target revenue growth resulting in sustained weak internal
capital generation that is insufficient to offset the cost base, or
if material credit impairment or operational charges transpire. A
downgrade would also be possible if the bank adopts a more
aggressive risk appetite than its current expectations or if it
sees a material tightening of liquidity.

SUPPORT RATING

A change in CABK's Support Rating would require a change in Fitch's
assessment of the majority owner's ability or propensity to provide
extraordinary support.

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 CABK, either
due to their nature or to the way in which they are being managed
by CABK.

HARLAND AND WOLFF: Infrastrata Seeks to Raise Further GBP1 Million
------------------------------------------------------------------
Rachel Millard at The Telegraph reports that the buyer of the
historic Harland and Wolff shipyard has turned to investors for a
further GBP1 million--highlighting the huge challenges ahead as the
firm takes on its biggest project yet.

According to The Telegraph, Infrastrata is seeking to raise GBP1
million by selling shares for 0.3p each on Primary Bid, an online
platform aimed at retail investors, to help with working capital.


This is on top of GBP6 million it raised in a share placing on Nov.
11 to pay for Harland and Wolff's Belfast yard, which built the
Titanic and at its height employed more than 30,000, The Telegraph
notes.

Infrastrata, which is listed on the Aim junior stock market, is
also raising an undisclosed sum in debt to help with meeting the
site's growing order book, The Telegraph discloses.



L1R HB: Moody's Downgrades Corp. Family Rating to B3, Outlook Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the corporate
family rating and to B3-PD from B2-PD the probability of default
rating of L1R HB Finance Limited, the parent and 100% owner of
"Holland & Barrett". In addition, Moody's has downgraded to B3 from
B2 the ratings on the company's Backed Senior Secured bank credit
facilities. The outlook on the ratings remains negative.

The rating action reflects:

  -- A further increase in leverage to 7.6x as at September 30,
2019 compared to 6.2x as at May 31, 2019 and Moody's expectations
of around 5.0x-5.5x for fiscal 2019 at the time of the initial
rating

  -- Negative free cash flows in fiscal 2019 ending September 30,

RATINGS RATIONALE

The downgrade of Holland & Barrett's CFR to B3 from B2 reflects the
company's weaker than expected performance in fiscal 2019 (ended on
September 30, 2019). Based on preliminary company data, Moody's
estimates leverage of 7.6x as of September 30, 2019 on a Moody's
adjusted basis including operating leases (calculated using a five
times multiple of current rents), up from 6.2x in as of May 30,
2019 and 5.3x as of March 31, 2018 and compared to Moody's
expectations of around 5.0x-5.5x in fiscal 2019 at the time of the
initial rating. This level of leverage weakly positions the company
at B3.

A new CEO appointed in May 2019 intends to continue pursuing recent
measures launched by the company to i) reduce cost in the business
in the store network and head office, ii) focus on matching the
cost base of the business to the business needs; iii) extend the
range of products online; iv) accelerate new product development,
including the development of new categories within core areas of
strength such as Food and Beauty, and improve the price
architecture for Vitamins, Minerals, Herbs and Supplements (VHMS);
v) drive a higher degree of focus on capital and return on
investment, in particular in the store estate as the leases come up
for renewal; and vi) continue the current cost saving initiatives
including a review of the company's international expansion plans.

Holland & Barrett has seen profitability decline in the last 12
months due to sales levels being lower than predicted and a cost
base increasing out of line with the actual sales performance. Its
sales were impacted by the general level of consumer confidence,
increasing competition in the Food and Sports categories from both
online and in-store competitors, but declines from these were
offset by continued above market growth in both VHMS and Ethical
Beauty. Profitability was primarily affected by a number of factors
including: lower gross margins due to higher input costs; increased
costs in its stores due to higher than budgeted wage inflation;
higher than expected distribution costs; and investment in head
office in line with budget but not compensated for by higher sales
growth. Moreover, the company's main focus on the UK means that it
is exposed to the challenging conditions of the retail market in
this country, where consumer sentiment is likely to remain weak in
the near term. The company's small scale also constrains the
rating.

More positively, the rating also reflects the company's focus on
the growing but competitive market for health and wellness
products. The offerings are mostly led by VHMS, a category in which
the company has a strong market position, complemented by its Food
category (fruits, nuts, seeds and snacks, specialist food and
drink), ethical beauty and sports nutrition. The company has a
trusted brand offering and an extensive store network across the UK
and Ireland, with an increasing international presence.

Governance considerations that Moody's incorporates in Holland &
Barrett 's credit profile include: (1) financial policies which are
likely to maintain relatively high leverage and (2) recent changes
in the management that are credit positive, with the appointment of
a CEO with a track record of successful retail sector turnarounds,
notwithstanding his short tenure at the company.

LIQUIDITY

Moody's views the company's liquidity profile as currently adequate
but rapidly weakening given the negative free cash flow generated
during fiscal 2019 and the lower cash balance at the end of the
period compared to expectations. The company had GBP19.5 million of
cash on balance sheet at September 30, 2019, below the GBP20
million that the company tries to keep as a buffer for day-to-day
fluctuations.

The company has access to a GBP75 million revolving credit facility
expiring in 2023, which was undrawn as at September 30, 2019. The
revolving credit facility is subject to a net leverage covenant
tested quarterly only when the facility is drawn by more than 35%.
Although the headroom under the covenant, should the revolver ever
be drawn on sufficiently for it to be tested, has further reduced
to around 14% as of September 30, 2019 (from 22% at the end of
August 2019), Moody's understands that management does not plan to
make any drawing under the facility in the coming months.

The company has no material debt maturities until the 2024 maturity
of the term loan B.

STRUCTURAL CONSIDERATIONS

Holland & Barrett's reported debt comprises a GBP825 million term
loan B, split between a GBP450 million and a euro-denominated
GBP375 million equivalent tranche both due in 2024, and a GBP75
million revolving credit facility maturing in 2023. Both the term
loan and the revolving facility rank pari passu and are guaranteed
by all material subsidiaries with more than 5% of EBITDA or gross
assets.

OUTLOOK

The negative outlook reflects the company's still weak positioning
at the B3 rating level given its elevated leverage, rapidly
weakening operating trends and liquidity. The negative outlook also
factors in a degree of uncertainty related to the business plan
that the new management team, appointed in May this year, intends
to present over the coming weeks.

WHAT WOULD CHANGE THE RATING UP / DOWN

The rating could be downgraded if the company's profitability
continued to deteriorate, which could lead to leverage, measured in
terms of gross debt to EBITDA (Moody's adjusted), remaining above
7x. A downgrade could also result from a further deterioration of
the company's liquidity, including meaningful negative free cash
flows or reduced headroom under the revolving credit line.

The outlook could be changed to stable if the company's debt to
EBITDA ratio sustainably improves below 6.5x, with Retained Cash
Flow (RCF) to net debt above 5% and improved liquidity.

An upgrade is currently unlikely and would require leverage,
measured in terms of debt to EBITDA on a Moody's adjusted basis, to
improve back below 6x on a sustained basis, with RCF to net debt in
the low teens, positive free cash flow and improved liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

Downgrades:

Issuer: L1R HB Finance Limited

LT Corporate Family Rating, Downgraded to B3 from B2

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Backed Senior Secured Bank Credit Facility, Downgraded to B3 from
B2

Outlook Actions:

Issuer: L1R HB Finance Limited

Outlook, Remains Negative

Holland & Barrett is a chain of health food shops with around 1,083
stores, mainly located in the UK but also in The Netherlands,
Sweden, Ireland and Belgium. Headquartered in Nuneaton, England,
the company is owned by LetterOne, a privately owned investment
vehicle founded in 2013 by five Russian investors. The largest
individual shareholder is Mikhail Fridman.

SALISBURY 2015: Fitch Affirms BB(EXP) Class M-R Debt Rating
-----------------------------------------------------------
Fitch Ratings affirmed Salisbury Securities 2015 Limited's,
Salisbury II Securities 2016 Limited's, and Salisbury II-A
Securities 2017 Limited's expected ratings.

The transactions are synthetic securitisations of unfunded credit
default swaps, referencing loans granted to UK small- and
medium-sized enterprises investing mainly in the UK real estate
sector. The loans are primarily secured with commercial and
residential real estate collateral and were originated by Lloyds
Bank plc (A+/Rating Watch Negative/F1).

Lloyds Banking Group has bought protection via a CDS contract
relating to the equity risk position but has not specified the date
of execution of the contracts relating to the rest of the capital
structure. The expected ratings were based on the un-executed
documents provided to Fitch, which have the same terms as the
equity CDS contracts executed so far by Lloyds Banking Group. Fitch
understands from Lloyds Banking Group that it has no immediate need
to buy protection on the remaining capital structure. Fitch will
monitor the expected ratings using the applicable criteria for as
long as the equity CDS contract exists.

The notes' ratings address the likelihood of a claim being made by
the protection buyer under the unfunded CDS by the end of the
remaining protection period in accordance with the documentation.

RATING ACTIONS

Salisbury Securities 2015 Limited

Class A - R; LT AAA(EXP)sf Affirmed;  previously at AAA(EXP)sf

Class B - R; LT AAA(EXP)sf Affirmed;  previously at AAA(EXP)sf

Class C - R; LT AA+(EXP)sf Affirmed;  previously at AA+(EXP)sf

Class D - R; LT AA(EXP)sf Affirmed;   previously at AA(EXP)sf

Class E - R; LT AA-(EXP)sf Affirmed;  previously at AA-(EXP)sf

Class F - R; LT A+(EXP)sf Affirmed;   previously at A+(EXP)sf

Class G - R; LT A(EXP)sf Affirmed;    previously at A(EXP)sf

Class H - R; LT A-(EXP)sf Affirmed;   previously at A-(EXP)sf

Class I - R; LT BBB+(EXP)sf Affirmed; previously at BBB+(EXP)sf

Class J - R; LT BBB(EXP)sf Affirmed;  previously at BBB(EXP)sf

Class K - R; LT BBB-(EXP)sf Affirmed; previously at BBB-(EXP)sf

Class L - R; LT BB+(EXP)sf Affirmed;  previously at BB+(EXP)sf

Class M - R; LT BB(EXP)sf Affirmed;   previously at BB(EXP)sf

Salisbury II Securities 2016 Limited

Class A;     LT AAA(EXP)sf Affirmed;  previously at AAA(EXP)sf

Class B;     LT AAA(EXP)sf Affirmed;  previously at AAA(EXP)sf

Class C;     LT AA+(EXP)sf Affirmed;  previously at AA+(EXP)sf

Class D;     LT AA(EXP)sf Affirmed;   previously at AA(EXP)sf

Class E;     LT AA-(EXP)sf Affirmed;  previously at AA-(EXP)sf

Class F;     LT A+(EXP)sf Affirmed;   previously at A+(EXP)sf

Class G;     LT A(EXP)sf Affirmed;    previously at A(EXP)sf

Class H;     LT A-(EXP)sf Affirmed;   previously at A-(EXP)sf

Class I;     LT BBB+(EXP)sf Affirmed; previously at BBB+(EXP)sf

Class J;     LT BBB(EXP)sf Affirmed;  previously at BBB(EXP)sf

Class K;     LT BBB-(EXP)sf Affirmed; previously at BBB-(EXP)sf

Class L;     LT BB+(EXP)sf Affirmed;  previously at BB+(EXP)sf

Salisbury II-A Securities 2017 Limited

Class A;     LT AAA(EXP)sf Affirmed;  previously at AAA(EXP)sf

Class B;     LT AAA(EXP)sf Affirmed;  previously at AAA(EXP)sf

Class C;     LT AA+(EXP)sf Affirmed;  previously at AA+(EXP)sf

Class D;     LT AA(EXP)sf Affirmed;   previously at AA(EXP)sf

Class E;     LT AA-(EXP)sf Affirmed;  previously at AA-(EXP)sf

Class F;     LT A+(EXP)sf Affirmed;   previously at A+(EXP)sf

Class G;     LT A(EXP)sf Affirmed;    previously at A(EXP)sf

Class H;     LT A-(EXP)sf Affirmed;   previously at A-(EXP)sf

Class I;     LT BBB+(EXP)sf Affirmed; previously at BBB+(EXP)sf

Class J;     LT BBB(EXP)sf Affirmed;  previously at BBB(EXP)sf

Class K;     LT BBB-(EXP)sf Affirmed; previously at BBB-(EXP)sf

Class L;     LT BB+(EXP)sf Affirmed;  previously at BB+(EXP)sf

KEY RATING DRIVERS

Current Portfolio Expected Loss Rates Lower than Stressed Portfolio
Loss Rates

All three transactions are still in the replenishment period
scheduled to end in 2019 for Salisbury II 2016 and in 2020 for the
other two transactions. At close, Fitch captured the risk of
portfolio deterioration during the replenishment period by
modelling a stressed portfolio, taking into account the
replenishment triggers and replenishment conditions of the
transaction. For this review, Fitch modelled the current portfolio
for all three transactions, and their expected loss rates are still
substantially lower than the stress portfolio loss rates modelled
at close.

According to the latest available monthly report, the replenishment
criteria for weighted average probability of default (PD) have been
failing for all three transactions, while several reference
obligation concentration limits have been failing for Salisbury II
2016 and Salisbury II-A 2017. Consequently, Lloyds can only
replenish the portfolio if these tests are maintained or improved
after replenishment. None of the transactions has hit the stop
replenishment triggers.

Portfolio Remains Granular; Shorter Weighted Average Life

All three portfolios remain granular with the largest obligor only
representing less than 25bp, 30bp, and 25bp of the Salisbury 2015,
2016 and II-A 2017 portfolios, respectively. The 10 largest
obligors represent lower than 2.5%, 3.0%, and 2.5% of the Salisbury
2015, 2016 and II-A 2017 portfolios, respectively. Furthermore, as
the transactions continue to season, the weighted average life has
reduced relative to the CDS swap maturity in 2024 for Salisbury II
2016 and 2025 for the other two, reducing the time during which
there is exposure to losses.

Limited Downgrade Activity

The transactions consist of loans which Lloyds grades under its
business dynamic credit scoring (BDCS) rating model or IRDC
slotting approach (these loans are categorised as income-producing
real estate (IPRE) loans). The former are given grades of A through
J, and the latter are slotted into categories of 'Strong', 'Good',
'Satisfactory', 'Weak' and 'Default'. 100% of the Salisbury 2015
transaction consists of BDCS loans. 64% and 68% of the Salisbury II
2016 and II-A 2017 portfolios consist of BDCS loans, and 36% and
32% of the Salisbury II 2016 and II-A 2017 portfolios consist of
IPRE loans.

The portion of assets in the lowest buckets (G or lower for the
BDCS pool and Satisfactory or lower for the IPRE pool) are at 6.2%,
3.6%, and 4.1% for Salisbury 2015, Salisbury II 2016, and Salisbury
II-A 2017, respectively. This compares with 6.5%, 2.6%, and 3.6% at
the last review.

Fitch has received historical default data for Lloyd Banking
Group's SME BDCS pool up until July 2018 and has maintained its
internal rating mapping to keep a bank benchmark of 3% a year,
reflecting a forward-looking five-year expectation. For the IPRE
pool, the agency has received historical defaulted data up until
June 2019. Fitch maintains the internal mapping used for the
initial analysis, which includes a one-year PD of 3.5% for the
'Good' category (the predominant category). Both assumptions are
conservative in light of the data, which Fitch has decided to
maintain to take into account uncertainties around the Brexit
outcome.

Low Delinquencies and Defaults

There are no delinquent loans in Salisbury II-A 2017 and 72bp for
Salisbury 2015 and 10bp for Salisbury II 2016. The cumulative
default rates - defined as credit events - and cumulative loss
rates have been very low in all three transactions: 0.6% and 0.1%
in Salisbury 2015, 0.13% and 0.06% in Salisbury II 2016 and none in
Salisbury II-A 2017.

Concentration in Real Estate; Moderate LTV

Each portfolio is exposed to the UK real estate sector. However,
the unindexed weighted average (WA) loan-to-value (LTV) ratio of
the portfolio is moderate and has been well within the LTV ratio
covenant per the replenishment criteria. According to the latest
monthly report, the reported WA LTV was 45.7% (vs the replenishment
limit at 60%) for the Salisbury 2015 portfolio. For the Salisbury
II 2016 and Salisbury II-A 2017 transactions, the WA LTV for the
IRDC loans was 47.9%, and 45.6%, respectively (vs the replenishment
limit at 60%) and the BDCS weighted average security cover was
196.7% and 215.5%.

RATING SENSITIVITIES

Increasing the default probabilities assigned to the underlying
obligors or decreasing the recovery rates assigned to the
underlying obligors by 25% each could result in a downgrade of up
to three notches.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

SEADRILL LTD: John Fredriksen Steps Down as Chairman
----------------------------------------------------
Mikael Holter at Bloomberg News reports that billionaire John
Fredriksen stepped down as chairman of Seadrill Ltd., raising the
question of whether he could become less supportive of an
offshore-rig company struggling with high debt.

Mr. Fredriksen was instrumental in pulling Seadrill through a
massive restructuring by injecting fresh cash, but the company
remains the most leveraged offshore driller and is getting little
help from a sluggish market recovery, Bloomberg notes.

The company also reported a third-quarter loss marked by
impairments on a debt-laden subsidiary, Bloomberg relates.

According to Bloomberg, Carnegie AS analyst Frederik Lunde said
Seadrill will probably need to restructure again, and it's not
clear what role Mr. Fredriksen might play then.

A more than 90% drop since the company emerged from bankruptcy
protection last year suggests investors aren't convinced that the
postponement of almost US$6 billion in bank debt will be enough to
pull through a market slump that has been much longer than most
expected, Bloomberg states.

Mr. Fredriksen will be succeeded by Glen Ole Rodland, who has 25
years in the shipping and oil industries and currently heads the
board at Prosafe SE, Bloomberg discloses.


THOMAS COOK: Bids for Domain Name Portfolio Due Nov. 27
-------------------------------------------------------
Hilco Streambank is marketing for sale a portfolio of domain names
of Thomas Cook Group Plc and certain subsidiaries (both in
Liquidation). Offers will be entertained for the domain names by
category groupings, for individual domain names or for the
portfolio as a whole.

Bids are due Nov. 27 at 11:00 a.m. Eastern Time.

"This is a unique opportunity to acquire numerous high-traffic
domain names which have been in use by a major global travel group
over a number of years," Hilco said.

The domains for sale cover the following categories:

Cruises
Flights & Airport
Holidays
& Travel
Marketing
Reunion
Transfer, Currency & Insurance
Time Off
Sporting
Winter Sports & Festival


The Available Domain Names are:

Holidays & Travel

holidayhotels.co.uk
holidayhotels.com
travelcentre.uk
travelcentre.co.uk
travel-advisors.co.uk
travelcall.co.uk
ojohotel.com
sunset-holidays.co.uk
sunset-holidays.com
sunworld.co.uk
sunworld.ie
staffholidayclub.com
personaltraveladvisor.co.uk
roomsandhotels.co.uk
roomsandhotels.com
villaholidaydeals.co.uk
kenyaholidaysandsafaris.co.uk
beachholidaydeals.co.uk
beachholidaydeals.uk
holidays4u.com
floridaholidaydeals.co.uk
gayholidays4u.co.uk

Cruises

cheapcruiseexperts.co.uk
cruise-bargains.co.uk
cruise-bargains.uk
cruisedirect2u.com
cruisefinders.co.uk
cruisefinders.uk
cruises-direct.com
cruisestore.co.uk
cruisestore.uk
instant-cruises.co.uk
instant-cruises.net
mycruisecommunity.co.uk
pickandcruise.com
thecruisestore.co.uk
thecruisestore.com
thecruisestore.ie
travelcarecruiseclub.co.uk
travelcarecruiseclub.com
late-escapes.co.uk
lateescapes.com
late-escapes.uk
makingyourholiday.com
holidaysdesignedbyyou.co.uk
travelcaredirect.com
travelcareonline.co.uk
travelcareonline.com
travelcare.co.uk
travelcaredirect.co.uk
holidayhotels.at
holiday-hotels.at
holidayhotels.co.za
holiday-hotels.co.za
holidayhotels.lu
holiday-hotels.lu
citybreakdeals.co.uk
citybreakdeals.com
citybreakdeals.uk
styleholidays.co.uk
style-holidays.co.uk
styleholidays.uk
style-holidays.uk

Flights & Airport
airport-holidays.co.uk
airport-holidays.com
securitytravel.co.uk
flightfinders.com
flights4u.com
flights-direct.co.uk
flights-direct.uk
justflights.ie
cheapestflights.co.uk
cheapestflights.uk

Community
bepartofsomethingbigger.co.uk
youllgofar.com

Marketing
brochure-store.co.uk
brochure-store.com
brochure-store.uk
thebigpicturedirect.com
thebigpicturedirect.co.uk
pre-orders.com

Transfer, Currency & Insurance
hoteltransfer.com
trusttransfers.com
hoteltransfer.co.uk
hoteltransfer.net
currency-direct.co.uk
holidaymiles.co.uk
travelinsurance2go.co.uk
travelinsurance2go.com
travelinsurancetogo.co.uk
travelinsurancetogo.com
whatstherate.co.uk
1841 Media Agency
1841.global
1841 agency.com
1841creative.com

Reunion
thebigreunion.co.uk
thebigreunion.com
thebigreunionworld.co.uk
thebigreunionworld.com
bigreunion.co.uk
bigreunion.com
bigreunion.net
bigreunion.org
bigreunion.org.uk
bigreunionworld.co.uk
bigreunionworld.com

Sporting
mufctickets.co.uk
sportbookings.co.uk

Time Off
timeoff.co.uk
time-off.co.uk
timeoff.uk
time-off.uk

Winter Sports & Festival
thebigsnow.co.uk
thebigsnowfestival.co.uk
thebigsnowfestival.com
thebigsnowfestivaltrade.com
thebigwinter.com
thebigspringbreak.com
thebigsummer.com
thebigsummerfestival.com
escapades.co.uk
cheap-ski-holidays.co.uk
nomud.com
nomud.co.uk

For more information, contact Hilco's:

Ben Kaplan
646.651.1978
bkaplan@hilcoglobal.com

Jack Gillespie
+44 (0) 141 471 8629
jgillespie@hilcoglobal.eu

Nat Baldwin
+44 (0) 141 406 3197
nbaldwin@hilcoglobal.eu

                        About Thomas Cook Group

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

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

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

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

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

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

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal. In
November 2019, Thomas Cook Germany announced that trips and
holidays a departure date of Jan. 1, 2020 or later, "cannot be
commenced" even if they had already been partially or fully paid
for.



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

[*] BOOK REVIEW: BIG BOARD: A History of New York Stock Market
--------------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Soft cover: 395 pages
List Price: $34.95
Order your personal copy today at
https://ecommerce.beardbooks.com/beardbooks/the_big_board.html

First published in 1965, The Big Board was the first history of the
New York stock market. It's a story of people: their foibles and
strengths, earnestness and avarice, triumphs and crash-and-burns.
It's full of entertaining anecdotes, cocktail-party trivia, and
tales of love and hate between companies and investors.

Early investments in North America consisted almost exclusively of
land.  The few securities holders lived in cities, where informal
markets grew, with most trading carried out in the street and in
coffeehouses.  Banking, insurance, and manufacturing activity
increased only after the Revolution. In 1792, 24 prominent New York
businessmen, for whom stock- and bond-trading was only a side
business, met under a buttonwood tree on Wall Street and agreed to
trade securities on a common commission basis.  Five securities
were traded: three government bonds and two bank stocks.  Trading
was carried out at the Tontine Coffee-House in a call market, with
the president reading out a list of stocks as brokers traded each
in turn.

The first half of the 19th century was heady for security trading
in New York.  In 1817, the Tontine gave way to the New York Stock
and Exchange Board, with a more organized and regulated system.
Canal mania, which peaked in the late 1820s, attracted European
funds to New York and volume soared to 100 shares a day.  Soon, the
railroads competed with canals for funding. In the frenzy, reckless
investors bought shares in "sheer fabrications of imaginative and
dishonest men," leading an economist of the day to lament that
"every monied corporation is prima facia injurious to the national
wealth, and ought to be looked upon by those who have no money with
jealousy and suspicion."

Colorful figures of Wall Street included Jay Gould and Jim Fisk,
who in 1869 precipitated one of the worst panics in American
financial history by trying to corner the gold market.  Almost
lynched, the two were hauled into court, where Fisk whined, "A
fellow can't have a little innocent fun without everybody raising a
halloo and going wild." Then there was Jay Cooke, who invented the
national bond drive and, practically unaided, financed the Union
effort in the Civil War.  In 1873, however, faulty judgement on
railroad investments led to the failure of Cooke & Co. and a panic
on Wall Street. The NYSE closed for ten days. A journalist wrote:
"An hour before its doors were closed, the Bank of England was not
more trusted."

Despite J. P. Morgan's virtual single-handed role in stemming the
Knickerbocker Trust panic of 1907, on his death in 1913, someone
wrote "We verily believe that J. Pierpont Morgan has done more harm
in the world than any man who ever lived in it."  In the 1950s,
Charles Merrill was instrumental in changing this attitude toward
Wall Streeters.  His firm, Merrill Lynch, derisively known in some
quarters as "We, the People" and "The Thundering Herd," brought
Wall Street to small investors, traditionally not worth the effort
for brokers.

The Big Board closes with this story. Asked by a much younger man
what he thought stocks would do next, J.P. Morgan "never hesitated
for a moment.  He transfixed the neophyte with his sharp glance and
replied 'They will fluctuate, young man, they will fluctuate.' And
so they will."

Robert Sobel died in 1999 at the age of 68. A professor at Hofstra
University for 43 years, he was a prolific historian of American
business, writing or editing more than 50 books.


                           *********


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

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

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

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

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *