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

                          E U R O P E

          Thursday, November 28, 2019, Vol. 20, No. 238

                           Headlines



A R M E N I A

ARMENIA: Fitch Upgrades LT IDR to BB-, Outlook Stable


A Z E R B A I J A N

AZINSURANCE OJSC: Fitch Affirms 'B' IFS Rating, Outlook Stable


C R O A T I A

HRVATSKA ELEKTROPRIVREDA: S&P Affirms 'BB+' Rating, Outlook Stable


F R A N C E

ELECTRICITE DE FRANCE: S&P Rates Sub. Hybrid Capital Security 'BB'
POSTE VITA: Fitch Affirms BB+ IDR, Outlook Negative


G E O R G I A

GEORGIAN RAILWAY: Fitch Affirms BB- LT IDRs, Outlook Stable


I R E L A N D

AER ARANN: High Court Refuses Stay Request in State Aid Case
AVOCA CLO XI: S&P Affirms B- (sf) Rating on Class F-R Notes


K A Z A K H S T A N

NOSTRUM OIL: Moody's Downgrades CFR to Caa2, Outlook Negative


L U X E M B O U R G

FAGE INTERNATIONAL: Moody's Downgrades CFR to B2, Outlook Stable


N E T H E R L A N D S

E-MAC PROGRAM II 2007-IV: S&P Ups Class D Notes Rating to BB (sf)


N O R W A Y

NORWEGIAN AIR: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B-


R U S S I A

PJSC POLYUS: Fitch Affirms BB LT IDR, Outlook Stable


S P A I N

GENERALITAT DE CATALUNYA: Moody's Affirms Ba3 Ratings, Outlook Pos.
SANTANDER HIPOTECARIO 2: Moody's Ups Class D Notes Rating to Ba2


S W E D E N

ASSEMBLIN FINANCING: S&P Assigns Prelim 'B' Issuer Credit Rating


U K R A I N E

FIRST UKRAINIAN: Fitch Assigns B LT IDRs, Outlook Stable
UKRAINE: Moody's Affirms Caa1 Issuer Rating, Alters Outlook to Pos.


U N I T E D   K I N G D O M

CARPETRIGHT PLC: Travers Smith Advises Firm on Sale to Meditor
CLARKS: Taps McKinsey & Co to Help with Restructuring
DEBENHAMS PLC: Chief Financial Officer Quits Amid CVA Dispute
WIN WIN: Three Directors Submit Claims Following Collapse
ZEST FOOD: Seeks Rent Cuts Under Company Voluntary Arrangement


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A R M E N I A
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ARMENIA: Fitch Upgrades LT IDR to BB-, Outlook Stable
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Fitch Ratings upgraded Armenia's Long-Term Foreign-Currency Issuer
Default Rating to 'BB-' from 'B+'. The Outlook is Stable.

KEY RATING DRIVERS

The upgrade of Armenia's IDRs reflects the following key rating
drivers and their relative weights:

High

Armenia's institutions have facilitated a peaceful and orderly
political transition and could strengthen further through
structural reforms. The majority government under Prime Minister
Nikol Pashynian has demonstrated its commitment towards a stable
macroeconomic policy agenda and to the implementation of structural
reforms, including the fight against corruption and monopolies and
enhanced institutions and governance. Armenia's composite World
Bank governance indicator improved substantially in 2018 to a 46%
ranking, from 42.2% in 2017, reflecting a marked improvement in the
'Control of Corruption' (to 42.8% from 32.7%), 'Political
Stability', 'Government Effectiveness', and 'Voice and
Accountability' sub-indicators.

In spite of external volatility, domestic political shocks, and a
period of rapid growth, Armenia has preserved macroeconomic and
financial stability with inflation (3.8% in October) remaining
below the Central Bank of Armenia (CBA) target of 4%, versus 3.4%
for the current 'BB' median, due partly to the contractionary
impact of public demand in 1H19 and a stable exchange rate. The CBA
cut its refinancing rate by a cumulative 50bp in 2019 to 5.5%,
after keeping rates stable since February 2017. Fitch expects
inflation to pick up to 2.5% in 2020 and 3.3% in 2021, from 1.7% in
2019, supported by a more expansionary monetary policy.

Fitch has greater confidence in the government's commitment to put
debt on a downward trajectory, as reflected by the adoption of a
revised fiscal rule in 2018 aimed at bringing central government
debt to below 50% of GDP by 2023. Fitch forecasts gross general
government debt (GGGD) to decrease to 51.2% of GDP in 2019, and
48.4% in 2021, from a peak of 58.9% in 2017, supported by a prudent
fiscal policy and low effective interest rates. Debt is exposed to
exchange rate risk with 82% of government debt being foreign
currency-denominated, versus a 'BB' median of 55.6%.

Medium

Fitch expects fiscal policy to remain prudent in line with the
principles underpinning the updated fiscal rule. The fiscal deficit
is on track to be better than budgeted at a projected 1% of GDP in
2019, versus 2.2% in the 2019 State Budget and well below the
current 'BB' median of 3%. Improved tax efficiency and strong
nominal economic growth will lift revenues by a forecast 1pp to
24.1% of GDP, while capex under-execution will contain expenditure
growth.

The fiscal deficit will likely widen to 2.2% in 2020 and 2.1% in
2021 as the Medium-Term Expenditure Framework entails a 2.2% of GDP
increase in capex (to 5% of GDP), in line with the objective of
shifting the structure of spending towards a more growth-friendly
composition. The tax reform adopted in June 2019 provides for the
introduction of flat income tax rates and lower corporate tax.
Revenue measures, including an increase in excise taxes and
gambling and financial sector licence fees and removal of tax
exemptions will compensate for the estimated impact of about 1% of
GDP annual revenue losses in the near-term.

Higher-than-expected GDP growth over 9M19, at 7.1% yoy driven by
robust credit-led private consumption and dynamic private
investment in the construction sector, led us to revise upwards its
forecast for 2019 to 6.5% (from 4.6% previously), versus a
five-year average of 4.5% and a 'BB' median of 3%. Fitch forecasts
growth to decelerate thereafter, as decreasing remittances inflows
weigh on private spending. Robust service and industry sectors,
recovery in mining supported by the re-opening of the Teghut copper
mine, and pick-up in public investment will still support growth at
an average of 4.7% in 2020-2021. The possible resumption of the
foreign-owned Almusar gold mine exploitation provides upside to its
forecast.

Armenia's 'BB-' IDRs also reflect the following key rating
drivers:

Armenia's income per capita is weaker than similarly rated peers',
and the country faces tense relations with some neighbouring
countries. Borders are closed with two neighbours and a
long-standing conflict with Azerbaijan over Nagorno-Karabakh has
the potential to escalate. Reliance on Russia is high for security,
energy, trade, foreign direct investments (FDI) and remittances,
while Russia provides 83% of Armenia's natural gas imports at a 30%
discount rate, and an increase in gas tariffs is possible after the
expiry of the gas price agreement with Armenia in December 2019.

External vulnerabilities remain a key rating weakness, with a
structurally large current account deficit, not fully financed by
FDI, and high external indebtedness. Fitch forecasts the deficit to
narrow to 7.8% of GDP in 2019 (9.4% in 2018), supported by a
pick-up in mining exports, and dynamic tourism, agriculture and
manufacturing sectors. Statistical discrepancies and re-exports
currently captured in net errors and omissions accounted for 3% of
GDP in 2018. FDI is low, forecast at 2% of GDP in 2019, and
financing 26% of the current account deficit, the remainder being
filled by debt-creating flows. Net external debt accounts for a
forecast 49% of GDP in 2019, almost three times the current 'BB'
median.

External liquidity is weaker than peers', with the international
liquidity ratio projected at 102.5% at end-2019, below the 168%
current peer median. Yet, international reserves increased to
USD2.5billion at end-October 2019 (3.6 months of current account
payments, versus a 'BB' median of 4.5 months) from USD2.3billion at
end-2018, as the CBA purchased foreign currencies to curb
appreciation pressures on the dram. Access to external financing
and improved exchange-rate flexibility mitigate low external
liquidity in case of an external shock.

External financing risks are mitigated by the precautionary
Stand-By Arrangement of USD248million signed with the IMF in May
2019 and support from official creditors. The government issued a
10-year USD500million Eurobond in September with a 4.2% yield and
bought back 80% (USD400million) of the Eurobond maturities coming
due next year, hence removing short-term refinancing risk.

The banking sector is well-capitalised but profitability is low and
loan growth remains high, at 15.4% yoy at September-end 2019,
boosted by mortgage loan and consumer lending. This partly
reflected a decrease in the informal economy, higher household real
income and increased risk appetite from banks given pressures on
profitability. Asset quality is strong, however, with
non-performing loans (from one day past due, as per the CBA
classification) accounting for 5% of total loans. Dollarisation is
still high at 50% of deposits and credit, despite the recent
introduction of targeted macro-prudential measures.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Armenia a score equivalent to a
rating of 'BB-' on the LTFC IDR scale.

Fitch's sovereign rating committee did not adjust the output from
the SRM to arrive at the final LTFC IDR.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

RATING SENSITIVITIES

The main factors that could, individually or collectively, lead to
a positive rating action are:

  - A sustained improvement in external indicators, for example
lower net external debt, a narrower current account deficit or
improved FDI inflows;

  - Longer track record of government debt-to-GDP ratio on a
downward trajectory; and

  - Further improvement of structural indicators such as governance
standards, leading to convergence towards the 'BB' peer median.

The main factors that could, individually or collectively, lead to
a negative rating action are:

  - Increased external vulnerabilities, potentially stemming from
sustained large current account deficits or decrease in
international reserves; and

  - Fiscal slippage leading to a failure to put government debt/GDP
on a downward trajectory over the medium term.

KEY ASSUMPTIONS

Fitch assumes that Armenia will continue to experience broad social
and political stability and that there will be no prolonged
escalation in the conflict with Azerbaijan over Nagorno-Karabakh to
a level that would affect economic and financial stability.

Fitch assumes that the Russian economy will grow 1.2% in 2019, 1.9%
in 2020 and 1.9% in 2021.

ESG CONSIDERATIONS

Armenia has an ESG Relevance Score of 5 for Political Stability and
Rights as World Bank Governance Indicators have the highest weight
in Fitch's SRM and are highly relevant to the rating and a key
rating driver with a high weight.

Armenia has an ESG Relevance Score of 5 for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight.

Armenia has an ESG Relevance Score of 4 for Human Rights and
Political Freedoms as strong social stability and voice and
accountability are reflected in the World Bank Governance
Indicators that have the highest weight in the SRM. They are
relevant to the rating and a rating driver.

Armenia has an ESG Relevance Score of 4 for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Armenia, as for all sovereigns.



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A Z E R B A I J A N
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AZINSURANCE OJSC: Fitch Affirms 'B' IFS Rating, Outlook Stable
--------------------------------------------------------------
Fitch Ratings affirmed Azerbaijan-based AzInsurance OJSC's Insurer
Financial Strength Rating at 'B'. The Outlook is Stable.

KEY RATING DRIVERS

The rating reflects AzInsurance's moderate business profile and
high investment risk. These factors are offset by the insurer's
capital strength.

In 9M19 AzInsurance's net written premium (NWP) declined 19% yoy
(2018: -28%), due to lower premium volumes at the motor third-party
liability line . AzInsurance lost its key distribution channel via
which it sold cross-border compulsory short-term MTPL policies with
fairly low loss ratios. As a result, AzInsurance's market share in
the Azeri MTPL segment fell to 5% in 9M19 from 10% in 9M18. It is
Fitch's view that AzInsurance is struggling to find a niche due to
strong competitive pressure from larger competitors in the market.

Due to the loss of the cross-border MTPL business, AzInsurance's
business portfolio has shifted more towards property insurance.
This line of business includes compulsory homeowners' property and
commercial property insurance. The latter accounted for 15% of
gross written premiums (GWP) in 9M19 (2018: 22%) and was for
affiliated Gilan Holding, a major local group operating in the
construction, tourism, agriculture, and other industries.
AzInsurance's dependence on business sourced from related parties
is notable.

AzInsurance remains exposed to considerable investments in
affiliates. At end-9M19 the insurer's exposure to affiliated AFB
bank, measured as investments in affiliates to shareholders' funds,
stood at 21% (2018: 23%). Fitch views this level as significant.
Since 2018 the insurer ceded its asset management functions to
AzFinance Company CJSC, another affiliated company of AzInsurance.
These invested assets are predominantly placed in Azerbaijan
government bonds. Fitch considers the average credit quality of the
investment portfolio to be weak due to a substantial exposure to
deposits placed with banks that are either rated in the 'B'
category or unrated.

AzInsurance's risk-adjusted capital position, as measured by
Fitch's Prism Factor-based Model (FBM), slightly strengthened and
remained 'Adequate' at end-2018, in line with 2017 results. This
was mainly driven by a reduction in required capital, which was
positively impacted by declining business volumes. AzInsurance's
solvency margin stood at a comfortable 362% at end-9M19 (2018:
347%).

In its regulatory reporting for 9M19 AzInsurance reported a net
income of AZN2.4 million, which was mainly driven by a strong
investment component of AZN2.9 million and a negative underwriting
result of AZN0.3 million. The underwriting result was positively
impacted by the reserve release of AZN1.4 million under the MTPL
line, which contributed 14% to the improved combined ratio of 103%
in 9M19 (9M18: 82%). Fitch expects AzInsurance's underwriting
profitability to remain under pressure, particularly amid declining
business volumes.

In its audited IFRS accounts for 2018 AzInsurance reported a modest
net profit of AZN0.3 million compared with a net loss of AZN0.6
million in 2017. The improved bottom-line was due mainly to
stronger investment returns and the absence of adverse
foreign-exchange developments. Unlike in 2017, the insurer's
underwriting performance worsened in 2018, with a combined ratio of
117% (2017: 106%). The worsened combined ratio was due to a high
expense ratio. Overall expenses have not reduced, despite the
decline in business volumes following the loss of its cargo
portfolio in 2016 and the reduction in MTPL in 2018.

RATING SENSITIVITIES

Strengthening of the business profile, reflected in improved
business diversification and profitable growth, could lead to a
rating upgrade provided AzInsurance continues to adhere to prudent
reserving and underwriting practices.

Weakening of the business profile, measured as a loss of market
share, could lead to a downgrade of AzInsurance's rating.

Capital depletion due to operational losses or extensive capital
repatriation or non-compliance with regulatory requirements could
also lead to a rating downgrade.

ESG CONSIDERATIONS

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



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C R O A T I A
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HRVATSKA ELEKTROPRIVREDA: S&P Affirms 'BB+' Rating, Outlook Stable
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S&P Global Ratings revised its view of Croatia-based, state-owned
utility Hrvatska Elektroprivreda d.d.' (HEP) stand-alone credit
profile (SACP) to 'bb+' from 'bb'.

However, S&P expects HEP will post negative free operating cash
flow (FOCF) due to large capital expenditure (capex) in networks
and renewables and retain a degree of earnings volatility.

S&P is therefore affirming its 'BB+' rating on HEP.

Hydrological conditions are an important part of HEP's credit story
Because more than 50% of HEP's power generation is derived from
its 2,163 megawatt (MW) installed hydro capacity, HEP's hydropower
generation can range roughly between 4 terawatt hours (TWh) to 8TWh
of power generated per year. For example, during the 2011-2012
draught, HEP's FFO to debt declined to about 20% and debt to EBITDA
increased beyond 3.0x, from 50% and 1.6x, respectively, in the
previous year.

HEP's gradual but clear transformation to reduce earnings
volatility has protected its credit metrics over the last
seven-year cycle.   HEP has restructured its operations to ensure a
long-term efficient and flexible cost structure on a consolidated
group level. In addition, HEP mitigates commodity risk (fuel,
carbon dioxide, and electricity procured) by hedging about 60% of
its needs each year. Also, more stable regulated business still
represents about 50% of the earnings profile. In S&P's opinion,
these factors have contributed to protect HEP's credit metrics over
the last full seven-years-cycle, in which hydrology showed both
poor and favorable conditions in Croatia.

S&P said, "We expect less volatility in HEP's earnings from
hydrological conditions or commodity prices, and therefore we see
improvement in its SACP.   We believe that HEP will continue being
subject to some volatility, which is characteristic of hydropower
generation; however, we expect such volatility to be more contained
than in the past. Specifically, we expect HEP's FFO to debt to
remain above 45% and debt to EBITDA below 3.0x even in the event of
less favorable hydrological conditions over the next 12 months. As
a result, we are revising up our SACP assessment on HEP to 'bb+'
from 'bb'."

Croatian government support provides a solid rating headroom.   The
company's SACP is already very close to the 'BBB-' sovereign rating
on Croatia. S&P said, "Our expectation that the Croatian government
would be highly likely to provide extraordinary support to HEP if
necessary remains unchanged and provides a solid rating headroom
even if HEP's stand-alone performance deteriorates, which we
currently do not expect. We believe that HEP plays an important
role for the country's economy and is essential for achieving the
government's climate goals, which we understand will be published
soon and will likely include renewable targets toward 2030 and
2050. In our opinion, a crucial component of the Croatian
government's support is HEP's relatively supportive dividend
policy, which is flexible and allows the utility to accumulate and
reinvest earnings in favorable years and help maintain credit
metrics in less favorable years."

Increasing investments will support HEP's business but result in
negative discretionary cash flow (DCF). S&P said, "We forecast
HEP's capex will increase to about Croatian kuna (HRK)3.6 billion
in 2019, about 50% higher than in 2018, mainly owing to additional
investments in its transmission grid and renewables. We believe
that this will result in negative DCF; however, we expect HEP to be
able to fund the largest of these investments with its own cash. As
a consequence, we see HEP's FFO to debt declining to about 70% in
2020 from 100% in 2019, which remains well above our trigger for
the current SACP category."

S&P said, "We see HEP's investments in regulated activities, which
represent most of HEP's capex investment, as supportive to HEP's
business and a key supporting element of business risk.  Over the
next two years, HEP will continue investing across the whole chain
of the electric business with the aim of guaranteeing security of
supply in Croatia. Out of total capex, we expect about 50% to be
deployed in grid expansion and replacement at HEP's transmission
subsidiary, Hrvatski operator prijenosnog sustava d.o.o. (HOPS),
and and distribution subsidiary, HEP Operator distribucijskog
sustava d.o.o. (HEP ODS). In addition, we expect an increasing
amount of HEP's capex to be used for expanding its generation
capacities and in particular renewable projects.

"Renewable investments are gaining relevance in HEP's agenda. HEP
will allocate about HRK310 million in 2019 to finalize its recently
acquired Korlat wind farm project. We assume Korlat will start
operating in 2020 and generate close to 100 MWh in 2020 and up to
177 MWh over the medium term. We believe that HEP has less
experience in this field, which could expose the company to capex
execution risks. In addition, HEP is in the approval phase for
incorporating two new generation facilities at its Senj hydro power
plant, which will add a total of 412 MW to HEP's generation
capacity over the medium term. We believe that the upcoming
Croatian National Energy Plan could provide some additional low
risk opportunities to HEP, because we understand that such projects
could benefit from government subsidies that would ensure a level
of profitability, and that HEP would be entitled to participate in
such tenders.

"The stable outlook on HEP mirrors that on Croatia, and reflects
our assumption that HEP will continue to enjoy a high likelihood of
extraordinary government support.

"It also captures our expectation that HEP will continue posting
sound financial performance. We expect that the company will post
FFO to debt above 60% over the next 12 months.

"In addition, although HEP will continue to be exposed to
hydrological conditions, large working capital fluctuations, and
commodity price swings, we expect that FFO to debt will not
deteriorate below 45% and debt to EBITDA will not deteriorate above
3.0x, thanks to a more flexible cost structure and hedging
policies. We also expect that FOCF will be materially negative in
2019-2020 due to large capex investment in networks and
renewables.

"Rating downside is limited. Assuming no change in our expectation
of a high likelihood of state support, we could downgrade HEP if
its financial performance deteriorates enough to lead us to revise
our assessment of its SACP to 'b+', which is, however, far from our
base-case scenario. A downgrade could also stem from a two-notch
sovereign downgrade, which is also not our base-case scenario,
given our stable outlook on the sovereign. A one-notch downgrade of
Croatia would not result in a downgrade of HEP if the company's
stand-alone fundamentals remain unchanged.

"We could revise down our view of HEP's SACP to 'bb' from 'bb+' if
the company were to post FFO to debt below 45% or debt to EBITDA
above 3.0x, for example, because of poor hydrological conditions
that came at the same time as a significant market share loss in
Croatia.

"If we took a positive rating action on Croatia, it would result in
a similar rating action on HEP.

"We could also upgrade HEP following further improvement of its
stand-alone credit quality, although we consider this as unlikely
in the short term. This is because of the company's massive capex
plans, exposure to hydro conditions, and commodity price
volatility. Although volatility has decreased in recent years, we
believe it will still be an inherent characteristic of HEP's
business over the next 12-24 months."




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ELECTRICITE DE FRANCE: S&P Rates Sub. Hybrid Capital Security 'BB'
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S&P Global Ratings said that it had assigned its 'BB' long-term
issue rating to the proposed perpetual, optionally deferrable, and
subordinated hybrid capital security to be issued by Electricite de
France S.A. (EDF) (A-/Negative/A-2). The hybrid amount remains
subject to market conditions, but S&P understands it will be at
least EUR500 million. The proceeds will be used to partially
replace the existing EUR1.0 billion hybrid issued in 2014 and the
$3.0 billion hybrid issued in 2013, with respective first call
dates in January 2022 (perpNC2022), and 2023 (perpNC2023).

S&P considers the proposed security to have intermediate equity
content until its first reset date because it meets our criteria in
terms of subordination, permanence, and deferability at the
company's discretion during this period.

Parallel with the issuance, EDF launched a capped tender offer on
the existing EUR1.0 billion perpNC2022 and $3 billion perpNC2023.
The company said it will also consider redeeming the remainder of
its hybrid (about EUR338 million) on its first call date in January
2020. The total amount expected to be bought back will be
calibrated so that the company's aggregate outstanding amount of
hybrid capital decreases, but by no more than 10%, a level that S&P
deems marginal (about EUR10.1 billion at Dec. 31, 2018). S&P
understands that, after the replacement and liability management
transactions, the group will have reduced its hybrid stock by about
EUR1 billion. That said, the group intends to maintain its
outstanding hybrids at least at this revised level (about EUR9.1
billion estimated at Jan. 31, 2020).

S&P said, "If EDF successfully issues the new security and
completes the liability management transaction, we will assign
intermediate equity content to the new hybrid instrument until the
first reset date set in 2027. We will also maintain our view of
intermediate equity content in the remaining amount under two
tranches partly tendered, which would not have been exchanged as
part of this transaction. This is because we believe EDF remains
committed to maintaining an available hybrid capital layer and
would therefore be committed to replacing the instrument ahead of
any future call or buyback.

"We arrive at our 'BB' issue rating on the proposed security by
notching down from our 'bbb-' stand-alone credit profile for EDF,
since we believe the likelihood of extraordinary government from
the French state to this security is low." The two-notch
differential reflects S&P's notching methodology, which calls for
deducting:

-- One notch for subordination because S&P's long-term issuer
credit rating on EDF is investment grade (that is, higher than
'BB+'); and

-- An additional notch for payment flexibility, to reflect that
the deferral of interest is optional.

The notching to rate the proposed security reflects our view that
the issuer is relatively unlikely to defer interest. Should S&P's
view change, it may increase the number of notches we deduct to
derive the issue rating.

In addition, to reflect S&P's view of the intermediate equity
content of the proposed security, we allocate 50% of the related
payments on the security as a fixed charge and 50% as equivalent to
a common dividend. The 50% treatment of principal and accrued
interest also applies to S&P's adjustment of debt.
  
KEY FACTORS IN S&P'S ASSESSMENT OF THE SECURITIES' PERMANENCE

EDF can redeem the security for cash at any time during the 90 days
before the first interest reset date, which we understand will be
eight years (with a first call date of December 2027) and on every
coupon payment date thereafter. Although the proposed security is
perpetual, it can be called at any time for tax, gross-up, rating,
accounting, or a substantial repurchase event. If any of these
events occur, EDF intends, but is not obliged, to replace the
instruments. S&P said, "In our view, this statement of intent
mitigates the issuer's ability to repurchase the notes on the open
market. We understand that the interest to be paid on the proposed
security will increase by 25 basis points (bps) 10 years from
issuance, and by a further 75 bps 20 years after its first reset
date. We consider the cumulative 100 bps as a material step-up,
which is currently unmitigated by any binding commitment to replace
the instrument at that time. We believe this step-up provides an
incentive for the issuer to redeem the instrument on its first
reset date."

S&P said, "Consequently, we will no longer recognize the instrument
as having intermediate equity content after its first reset date,
because the remaining period until its economic maturity would, by
then, be less than 20 years. However, we classify the instrument's
equity content as intermediate until its first reset date, so long
as we think that the loss of the beneficial intermediate equity
content treatment will not cause the issuer to call the instrument
at that point." EDF's willingness to maintain or replace the
instrument in the event of a reclassification of equity content to
minimal is underpinned by its statement of intent.  

KEY FACTORS IN S&P'S ASSESSMENT OF THE SECURITIES' DEFERABILITY

In S&P's view, EDF's option to defer payment on the proposed
security is discretionary. This means that EDF may elect not to pay
accrued interest on an interest payment date because it has no
obligation to do so. However, any outstanding deferred interest
payment, plus interest accrued thereafter, will have to be settled
in cash if EDF declares or pays an equity dividend or interest on
equally ranking securities, and if EDF redeems or repurchases
shares or equally ranking securities. However, once EDF has settled
the deferred amount, it can still choose to defer on the next
interest payment date.

KEY FACTORS IN S&P'S ASSESSMENT OF THE SECURITIES' SUBORDINATION

The proposed security and coupons are intended to constitute the
issuer's direct, unsecured, and subordinated obligations, ranking
senior to their common shares.


POSTE VITA: Fitch Affirms BB+ IDR, Outlook Negative
---------------------------------------------------
Fitch Ratings affirmed Poste Vita S.p.A.'s Issuer Default and
Insurer Financial Strength Rating at BB+ and 'BBB-' respectively.
The Outlook is Negative, reflecting that on Italy's sovereign
Issuer Default Rating.

As part of this rating review, Fitch has updated its approach to
ownership support for Poste Vita's rating, and will now ascribe
some support uplift should Poste Vita's future credit profile
weaken relative to its parent Poste Italiane and the Italian
government as ultimate owner. Previously, rating sensitivities for
Poste Vita implied that Fitch would primarily use a standalone
ratings approach.

KEY RATING DRIVERS

The current rating of Poste Vita heavily reflects its standalone
credit profile (SCP), which is influenced by the insurer's
concentrated and leveraged exposure to Italian sovereign debt. This
investment concentration is reflected in its assessment of both
Poste Vita's investment and asset risk, as well as the insurer's
capitalisation and leverage, as measured in part by Fitch's
risk-adjusted Prism factor-based capital model (Prism FBM).

To match domestic insurance liabilities, Poste Vita held EUR79
billion of Italian sovereign bonds, or around 20x consolidated
shareholder's funds, at end-2018. Poste Vita also increased the
weight of multi-asset funds to 23% in 2018 from 17% the year
before, which adds to investment risk as those funds are partially
invested in non-investment grade bonds.

Fitch calculates Poste Vita's risky asset ratio at end-2018 at
774%, which is less favorable than Fitch's single-'B 'rating
guideline. Additionally, Poste Vita's sovereign investment
concentration risk factor at 20x places a constraint on the credit
factor score for investment and asset risk at no higher than 'BB-'
as per Fitch guidelines. Fitch's assessment of Poste Vita's
investment and asset risk takes into account that some of the
investment risk is mitigated by participating policyholder
liabilities.

Due in part to the investment risks, Poste Vita's score on the
Prism FBM was 'Adequate' (BBB guideline) based on end-2018
financials. It projects a similar Prism FBM score in 2019 after
considering a tier 2 subordinated note of EUR750 million that
matured in 2019 and has not been replaced, and the parent's recent
capital commitment of EUR1.75 billion. Poste Vita's consolidated
Solvency II (S2) ratio, which stood at 295% at end-September 2019
(AAA guideline), is minimally weighted by Fitch in its analysis of
Poste Vita's capitalisation and leverage position. This is because
sovereign debt is treated as risk-free under the S2 standard
formula, which is in sharp contrast to its treatment in Prism FBM.

As part of this rating review, Fitch modified its approach to
ascribing ownership support to Poste Vita's rating. This followed
an updated review of the strategic, financial and operational
linkages between Poste Vita and its direct shareholder, Poste
Italiane, as well as indirect ties to its ultimate majority
shareholder, the Italian government. Poste Vita contributes
significantly to the parent's profitability and is an important
distribution partner. Poste Italiane has also helped to finance the
strong growth of Poste Vita over the last couple of years through
various capital injections.

Both Poste Italiane and the sovereign are rated at 'BBB' with
Negative Outlook.

Fitch sees a high willingness on the part of Poste Italiane and the
Italian government to support Poste Vita in case of stress. As a
result, Fitch now believes it would be appropriate to ascribe some
credit uplift to Poste Vita's rating should the company's SCP come
under additional stress. In effect, Fitch expects that it will rate
Poste Vita's IFS at no less than one notch below the IDR of Poste
Italiane.

The differential of one notch between Poste Vita's IFS Rating and
Poste Italiane's (and the sovereign's) IDR is driven by risks to
the government's ability to provide support in a severe sovereign
stress scenario. The government serves the uncommon role of being
both Poste Vita's ultimate support provider, as well as, in Fitch's
opinion, the largest source of Poste Vita's risk. Fitch also notes
that the Italian government guarantees most of the financial
obligations of Poste Italiane, and that no such government
guarantees exist for Poste Vita's policyholder obligations.

RATING SENSITIVITIES

A downgrade of Poste Italiane's and the Italian sovereign ratings
by one notch would likely lead to a similar downgrade of Poste
Vita's IFS Rating by one notch. Similarly, a Poste
Italiane/sovereign downgrade of two notches would likely result in
a two-notch downgrade of Poste Vita's IFS Rating.

A decline in Fitch's view of Poste Vita's strategic importance to
Poste Italiane could also lead to a downgrade.

An Outlook revision for Poste Italiane and the sovereign to Stable
would result in a similar rating action on Poste Vita.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Fitch envisions that in a downgrade scenario, Poste Vita's IFS
Rating will be maintained at the higher of its SCP and a level one
notch below that of Poste Italiane.

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.



=============
G E O R G I A
=============

GEORGIAN RAILWAY: Fitch Affirms BB- LT IDRs, Outlook Stable
-----------------------------------------------------------
Fitch Ratings affirmed JSC Georgian Railway's Long-Term Foreign-
and Local-Currency Issuer Default Ratings at 'BB-'. The Outlook is
Stable.

The affirmation reflects its expectations of GR's unchanged links
with the state and a standalone credit profile of 'b+'. The SCP
reflects a combination of 'Weaker' assessment for both revenue
defensibility and financial profile and 'Midrange' operating risk.

GR is a national integrated railway transportation monopoly, which
provides passenger transport and freight and logistics services and
management of the national rail network. GR is indirectly
100%-owned by Georgia via national key asset manager - JSC
Partnership Fund (PF, BB/Stable).

KEY RATING DRIVERS

Government-Related Entity

Fitch views GR as a government-related entity, reflecting its links
with the national government and its expectations that the state
would provide extraordinary support to GR in case of need.

Fitch assesses status, ownership and control as 'Strong',
considering GR as a national integrated railway transportation
monopoly. The state exercises adequate control and oversight over
GR's activities both directly and via PF, including approval of the
railway company's budgets and investments. PF acts as an arm of the
state, by approving GR's major transactions (procurement,
borrowings, significant non-financial obligations, etc.). GR's
supervisory board is nominated and controlled by the government,
while goods and services are tendered in accordance with public
procurement law.

Fitch does not expect changes to GR's legal status in the medium
term. The government has plans to privatise 25% of the company, and
while the exact timing is not yet defined, it should be neutral for
GR's link with the state. GR is also obliged under the EU-Georgia
Association Agreement to implement EU directives on railway
transport, which require the infrastructure segment to be
segregated by 2022. Fitch expects that by this deadline GR will
have separate entities for different business segments under a
single holding structure, albeit with immaterial effect on its
monopolistic position.

Fitch assesses support track record and expectations as 'Moderate',
as GR receives mostly non-cash and indirect state support.
Historically, support of GR's long-term development has been via
state policy incentives and asset allocations. In addition,
strategic infrastructure, such as railroads and transmission lines,
is exempt from property tax in Georgia.

GR enjoys greater pricing power than its Fitch-rated regional
peers. GR's tariffs are fully deregulated, allowing tariffs in both
freight and passenger segments to be swiftly adjusted to market
conditions. Freight tariffs are set in US dollars, resulting in
natural hedge for a company that operates in a country with a
dollarised economic environment. This is a departure from the
national pricing regime, which requires pricing of goods and
services to be set in Georgian lari. Such policy measures partly
offset weak direct support from the state. Unlike most regional
peers GR does not receive any subsidies for its loss-making
passenger business. This segment comprises only 5% of total revenue
and continues to be cross-subsidised by the freight transportation
segment.

Fitch assesses socio-political implications of default as
'Moderate'. In its view, a default of GR may lead to some service
disruptions, but not of irreparable nature, and may not necessarily
lead to significant political and social repercussions for the
national government. In this case company's hard assets will still
be operational and alternative modes of transportation remain
available. It would instead hamper the capex programme of the
company and long-term prospects of Georgia's economy.

Fitch assesses financial implications of default as 'Strong'. A
default by GR could significantly impair the borrowing capacity of
the government and other GREs due to potential reputational damage
and the small size of the domestic economy.

SCP Assessment

GR's 'b+' SCP factors in its assessment of 'Weaker' revenue
defensibility and financial profile, and 'Midrange' operating risk.
The SCP is supported by the company's monopolistic position
combined with a deregulated tariff system and by expected
stabilisation of the company's financial profile.

'Weaker' revenue defensibility reflects weaker demand and midrange
pricing. GR is exposed to significant customer concentrations,
despite a diverse and growing customer base. Decline in demand led
to prolonged shrinking in both volumes and revenue in 2013-2018. GR
is mainly a transit railway that transports cargo from the Caspian
Sea countries to the ports on the Black Sea. This leaves the
company dependent on cargo flows from neighbouring countries and
exposed to commodities market dynamics.

'Midrange' operating risk takes into account operating costs and
resource management. Most of the company's operating expenses are
fixed, while variable expenses are subject to transportation
volumes of freight car rental, most electricity and fuel expenses,
some materials and expenses for repairs and maintenance.

GR's capex plan is linked to the modernisation of the gorge section
of its mainline tracks, aimed at expanding throughput capacity. The
company plans to invest around GEL590 million in 2019-2022. In its
base case Fitch assumes capex of about GEL567 million in 2019-2023,
which would require additional debt of about GEL83 million.

GR's interim debt was GEL1,591 million at end-September 2019
(end-September 2018: GEL1,417 million). Its debt position was
negatively affected by depreciation of the Georgian lari in 2Q19
and 3Q19, as the company's debt stock is composed of US
dollar-denominated Eurobonds and a bank loan. Nonetheless,
foreign-exchange exposure is partially mitigated by a natural
hedge, as about 90% of GR's revenue is linked to US dollars, while
most of the company's expenditure is in Georgian lari.

Fitch projects an adjusted net debt-to-EBITDA of about 8x in its
2019-2023 base case, justifying the 'Weaker' financial profile
assessment. At the same time the company's liquidity cushion
(EBITDA + unrestricted cash & investments - annual debt service +
available lines of credit, not yet drawn)/operating expenditure
prior to interest expense) is projected to be sustainably above the
minimum threshold of 0.33 and in line with historical trend, as
outlined in its Revenue-Supported Criteria, thus mitigating
liquidity risks.

DERIVATION SUMMARY

The assessment of the four rating factors under Fitch's GRE Rating
Criteria translates into an overall score of 22.5, which combined
with the GR's SCP of 'b+' results in the application of a 'top-down
minus one' approach.

RATING SENSITIVITIES

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

  - An upgrade of Georgia's sovereign rating

  - Greater incentive for state support leading to reassessment of
the socio-political implications of a default and therefore a
narrowing of rating-notch differential

  - A stronger financial profile resulting in the SCP being on a
par with or above the sovereign's

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

  - A downgrade of Georgia's sovereign rating

  - Dilution of linkage with the sovereign resulting in the ratings
being further notched down from the sovereign's

  - Deterioration of the financial profile and liquidity resulting
in downward revision of the company's SCP

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.



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

AER ARANN: High Court Refuses Stay Request in State Aid Case
-------------------------------------------------------------
Sean McCarthaigh at Independent.ie reports that the High Court has
refused a request by Aer Arann to put a stay on a requirement the
airline repay EUR2.9 million in illegal state aid arising out of
the now-defunct air travel tax.

The written ruling on the court's website follows an application by
the Department of Justice to have judgment granted in its favor to
recover sums owed by Aer Arann, Independent.ie relates.

The airline sought the stay on the basis that it intends to appeal
an element of a ruling made by Mr. Justice Max Barrett in July,
Independent.ie recounts.  It relates to legal proceedings arising
out of a European Commission finding that the air travel tax, which
operated in the Republic between 2009 and 2011, constituted illegal
state aid, Independent.ie discloses.

According to Independent.ie, Aer Arann believes it should not have
to repay the portion of the tax relating to the period before the
company entered into examinership in 2010, as examinership operates
to wipe out all previous debts, including state aid.


AVOCA CLO XI: S&P Affirms B- (sf) Rating on Class F-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Avoca CLO XI
DAC's class A-R-R and B-1R-R notes, and withdrawn the existing
ratings on the class A-R and B-1R notes, which have been redeemed.
At the same time, S&P has affirmed its ratings on existing class
B-2R, B-3R, C-1R, C-2R, D-R, E-R, and F-R notes.

On Nov. 26, 2019, the issuer refinanced the existing class A-R and
B-1R notes by issuing replacement notes of the same notional.

The replacement notes are largely subject to the same terms and
conditions as the existing notes, except they have a lower spread
over Euro Interbank Offered Rate (EURIBOR) than the existing
notes.

The ratings assigned to Avoca CLO XI'S refinanced notes reflect
S&P's assessment of:

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

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

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

  Table 2
  Portfolio Benchmarks
  S&P weighted-average rating factor               2,642.92
  Default rate dispersion                            573.86
  Weighted-average life (years)                        4.81
  Obligor diversity measure                          119.49
  Industry diversity measure                          17.17
  Regional diversity measure                           1.37

  Table 3
  Transaction Key Metrics
  Total par amount (mil. EUR)                           500
  Defaulted assets (mil. EUR)                             0
  Number of performing obligors                         179
  Portfolio weighted-average rating derived
   from our CDO evaluator                               'B'
  'CCC' category rated assets (mil. EUR)                5.6
  'AAA' weighted-average recovery calculated
    on the performing assets (%)                       39.4
  Weighted-average spread of the performing
   assets (%) (with floor)                              3.6

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

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

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1R-R, B-2R, B-3R, C-1R, C-2R,
D-R, E-R, and F-R notes could withstand stresses commensurate with
higher rating levels than those we have assigned. However, as the
CLO is still in its reinvestment phase, during which the
transaction's credit risk profile could deteriorate, we have capped
our assigned rating on the notes. In our view the portfolio is
granular in nature, and well-diversified across obligors,
industries, and asset characteristics when compared to other CLO
transactions we have rated recently."

Credit And Cash Flow Metrics

  Class   Rating   Amount (mil. EUR)  Min. BDR  SDR      Cushion
  A-R-R   AAA      300.0              73.52% 61.15%   12.37%
  B1R-R   AA       20.0               67.27%    53.32%   13.95%
  B-2R    AA       27.0               67.27%    53.32%   13.95%
  B-3R    AA       13.0               67.27%    53.32%   13.95%
  C-1R    A        21.0               58.89%    47.25%   11.64%
  C-2R    A        15.0               58.89%    47.25%   11.64%
  D-R     BBB      23.0               55.24%    41.71%   13.53%
  E-R     BB       27.5               43.17%    33.35%   9.82%
  F-R     B-       15.8               30.88%    24.99%   5.89%

BDR--Breakeven default rate.
SDR—Scenario default rate.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it believes that its ratings are
commensurate with the available credit enhancement for the class
A-R-R, B-1R-R, B-2R, B-3R, C-1R, C-2R, D-R, E-R, and F-R notes.

Avoca CLO XI is a broadly syndicated CLO managed by KKR Credit
Advisors (Ireland) Unlimited Co.

  Ratings List
  Class   Rating    Amount    Sub (%)  Interest rate*
                   (mil. EUR)  
  Ratings assigned
  A-R-R   AAA (sf)  300.00    40.0     Three/six-month EURIBOR
                                        plus 0.69%
  B-1R-R  AA (sf)   20.00 28.0     1.95%

  Ratings affirmed
  B-2R    AA (sf)   27.00     28.0     Three/six-month EURIBOR  
                                        plus 1.55%
  B-3R    AA (sf)   13.00     28.0     Three/six-month EURIBOR
                                        plus 1.55%
  C-1R    A (sf)    21.00     20.8     Three/six-month EURIBOR
                                        plus 2.15%
  C-2R    A (sf)    15.00     20.8     Three/six-month EURIBOR
                                        plus 2.15%
  D-R     BBB (sf)  23.00     16.2     Three/six-month EURIBOR
                                        plus 3.05%
  E-R     BB (sf)   27.50     10.7     Three/six-month EURIBOR
                                        plus 5.00%
  F-R     B- (sf)   15.80     7.5      Three/six-month EURIBOR
                                        plus 6.40%

NR--Not rated

N/A--Not applicable

* The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs


EURIBOR--Euro Interbank Offered Rate




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

NOSTRUM OIL: Moody's Downgrades CFR to Caa2, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Nostrum Oil & Gas Plc's
corporate family rating to Caa2 from B3 and probability of default
rating to Caa2-PD from B3-PD. Concurrently, Moody's has downgraded
to Caa2 from B3 the ratings of senior unsecured notes issued by
Nostrum's wholly owned subsidiary Nostrum Oil & Gas Finance B.V.
The outlooks of Nostrum and Nostrum Oil & Gas Finance B.V. have
been changed to negative from stable.

RATINGS RATIONALE

The downgrade of Nostrum's rating to Caa2 reflects Moody's
expectation that the continuing decline in the company's
hydrocarbon production volumes will lead to an ongoing
deterioration in its credit metrics and cash flow generation,
significantly increasing the refinancing risk related to its $725
million notes maturity in July 2022.

Nostrum's production has been declining since 2017, when it lost
two production wells because of an uncontrollable water influx.
Since then, the company has not been able to fully offset the
natural output decline with new wells, because of continuing
geological challenges. Moody's expects that following the drop in
production volumes in the company's core producing reservoirs to
around 24,500 barrels of oil equivalent per day (boepd) in Q3 2019
from around 31,300 boepd in 2018 and around 39,000 boepd in 2017,
suspension of drilling in the most productive northeastern part of
the Chinarevskoye field in 2019, and no commercial flows in the new
appraisal wells drilled in the northern part of the field in 2019,
Nostrum's average daily production will remain materially below
30,000 boepd in 2019-20.

As a result of the decreased production, Moody's expects Nostrum's
Moody's-adjusted EBITDA to decline to around $200 million in 2019
and below $190 million in 2020 under the rating agency's oil price
scenario of $60 per barrel of Brent, from $235 million in 2018.
Moody's also expects the company's Moody's-adjusted retained cash
flow (RCF) to decline to around $110 million in 2019 and below $100
million in 2020, from $127 million in 2018. Consequently, Nostrum's
leverage, measured as Moody's-adjusted debt/EBITDA, will increase
to 5.6x as of year-end 2019 and 6.0x as of year-end 2020, compared
with 4.9x as of year-end 2018, and Moody's-adjusted RCF/debt will
decline to 10% as of year-end 2019 and 9% as of year-end 2020,
compared with 11.0% as of year-end 2018.

As of September 30, 2019, Nostrum's cash balance of $91 million and
operating cash flow after interest payments, which Moody's expects
the company to generate over the following 12 months, were
sufficient to cover its planned capital spending over the same
period, while it has no debt maturities until July 2022 when its
$725 million notes are due. However, the weak cash flow generation
will not enable Nostrum to accumulate cash to repay the notes,
while refinancing the notes will be challenging for the company if
its production remains low as Moody's expects, significantly
increasing the probability of default.

By the end of 2019, Nostrum intends to conclude its ongoing
strategic review process and its analysis of the technical review
reports provided in October 2019 by Schlumberger and PM Lucas.
Should the company take any strategic decisions as a result,
Moody's would assess their effect on its credit quality
accordingly, although the rating agency views the company's
potential for a major improvement in its production over the next
12-18 months as limited, given the magnitude of production decline
and scope of geological challenges revealed so far.

Nostrum's rating also factors in the company's (1) small scale of
operations, with average daily production of around 28,000 boepd
expected by the company in 2019; (2) reduction in proved reserves
to 98.4 million barrels of oil equivalent (mmboe) as of January 1,
2019 from 123.7 mmboe a year earlier; (3) high operational
concentration, with only Chinarevskoye field currently producing,
and more than 90% of sales volumes coming from wells located in the
field's northeastern part; (4) negative free cash flow, with
limited potential for improvement because of the decreased
operating cash flow, which the company will likely need to spend on
interest expenses and drilling new wells to increase production
volumes; and (5) high total debt, which makes leverage particularly
sensitive to oil price fluctuations and sales volumes.

More positively, Nostrum's rating takes into account (1) still
supportive oil prices, which Moody's expects to persist through
2020; (2) the company's low lifting costs, good product
diversification and access to the oil and gas export
infrastructure; and (3) its high gas treatment capacity following
the commissioning of gas treatment unit (GTU) #3 in 2019, although
the combined capacity utilisation at the company's three GTUs will
be low because of insufficient feedstock.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Nostrum is exposed to carbon transition risk in the long term,
which is mitigated by a high share of gas in the company's
production. According to the company, it is committed to operating
in a safe and environmentally sustainable manner, and complies with
all legal and regulatory environmental requirements. Corporate
governance risk is mitigated by the fact that Nostrum is a listed
company with no controlling shareholder.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectation that Nostrum's
production will remain low over the next 12-18 months, exerting
pressure on its credit metrics and cash flow generation and
significantly increasing the refinancing risk and the probability
of default on its notes due July 2022.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could change Nostrum's rating outlook to stable or upgrade
the rating if (1) there is a major improvement in the company's
production and cash flow generation; and (2) the company refinances
its 2022 notes or procures available committed liquidity sources
sufficient to refinance the notes.

Moody's could downgrade the rating if there is no clear path for
the company to materially increase its production and cash flow
generation after it concludes its strategic review process and its
analysis of the technical review reports.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

Registered in England and Wales, Nostrum Oil & Gas Plc, via its
indirect subsidiary Zhaikmunai LLP, is engaged in the exploration,
development and production of oil and gas in Kazakhstan under the
framework of production-sharing agreements related to the
Chinarevskoye field and three subsoil use contracts. Nostrum's
principal shareholders are Mayfair Investments B.V. (25.68%),
Baring Vostok Capital Partners Ltd. (17.91%) and Aberforth Partners
LLP (11.44%). In the first nine months of 2019, Nostrum generated
revenue of $250 million and Moody's-adjusted EBITDA of $155
million. Over the same period, the company's average daily
production was around 28,900 boepd. Its proved reserves were 98.4
mmboe as of January 1, 2019.



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

FAGE INTERNATIONAL: Moody's Downgrades CFR to B2, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded FAGE International S.A.
Corporate Family Rating to B2 from B1 and its Probability of
Default Rating to B2-PD from B1-PD. Concurrently, the agency has
downgraded to B2 from B1 the rating of the $420 million backed
senior unsecured notes due 2026, jointly issued by FAGE
International S.A. and Fage USA Dairy Industry, Inc., a subsidiary
of FAGE. The outlook on the ratings has changed to stable from
negative.

"The rating downgrade reflects the continued deterioration of
FAGE's operating performance in 2019 and Moody's expectation that
any recovery might be challenged by persisting difficult market
condition, especially in the US. As a result, Moody's expects that
FAGE's credit metrics will remain weak for a prolonged period, with
leverage remaining high at above 4.5x through 2021" said Lorenzo
Re, a Moody's VP-Senior Analyst and lead analyst for FAGE.

RATINGS RATIONALE

FAGE's operating performance continued to be weak in the first nine
months of 2019, owing to the decline in the US yogurt market, price
pressure and rising input costs. FAGE's sales during the nine
months to September 2019 period decreased by 11.6%, as result of a
4.3% volume decline, a 4.7% drop in average selling price and a
2.7% negative impact from currency exchanges. Sales volume declined
by 9.8% in the US, FAGE's main market, which was not fully offset
by improvements in European markets. Strong pressure on margins
continued, owing to milk price inflation in both the US and Europe.
As a result, the company's reported EBITDA reduced to $70.5 million
from $80.3 million in the nine months to September 2018 period,
despite some cost savings achieved by the company, mainly via a
sharp reduction in advertising costs.

FAGE has already implemented a number of actions to restore sales
and improve profitability, including the discontinuation of low
margin products and the launch of new ones. However, although
Moody's expects that these actions could lead to a stabilization of
sales and EBITDA in 2020, any recovery remains subject to some
degree of execution risk, because of persisting decline in demand,
mainly in the US market. Moreover, while historically the company
was able to, at least partially, pass on milk price increases to
customers, Moody's believes that this is now challenged by the high
competitive pressure in the market. Moody's therefore expects
FAGE's gross margin will hover around the current 40% of sales,
with a recovery towards the 47%-48% level reached in previous years
being unlikely in the foreseeable future.

As a result, Moody's expects that FAGE's leverage will remain
between 4.5x and 5.0x for the next 12-18 months, which is higher
than the 3.5x previously indicated to maintain the B1 rating.
FAGE's Moody's-adjusted (gross) debt/EBITDA worsened to 4.7x at the
end of 2018 (2.8x in 2017) following the decline in EBITDA and
further increased to 5.5x on a last-twelve-months as of September
2019.

FAGE's cash flow generation remained positive in the nine months to
September 2019 period at $10 million, mainly because of the
reduction in capital expenditure. However, Moody's expect that free
cash flow will turn negative for approximately $25 million-$30
million per annum in both 2020 and 2021 as soon as the investment
for the new production plant in Luxemburg resumes. This investment,
which has been delayed pending the authorisation from the local
authorities, should imply additional capex for some $120 million,
that Moody's expects will be financed with the available cash ($140
million at September 2019) and cash generated from the operating
activities without the need of raising new debt.

The rating also factors in: (1) FAGE's small size relative to
Moody's rated universe of packaged goods companies; (2) its limited
product diversity and brand concentration; (3) modest geographical
diversification; and (4) vulnerability to fluctuations in milk
prices and foreign currency movements. More positively, the rating
is supported by: (1) the strength of FAGE's brand and premium
positioning; (2) the company's market leadership in core products;
and (3) adequate liquidity profile.

Moody's has factored in the following environmental, social and
governance (ESG) considerations. As a food producer, FAGE is
exposed to social risks because of the shift in consumer
preference. Demand for fruit yogurt is declining as consumers are
moving towards product with low-sugar content and plant based
alternative. FAGE is reacting to this trend by innovating its
products portfolio, increasing the share of product made with plain
yogurt and fruit without any additional sugar. In terms of
governance, FAGE is fully owned by the Filippou family and several
family members hold managerial or director roles within the group.
FAGE carries various related -parties transactions with companies
owned by family members. FAGE's financial policy has been
historically conservative with limited leverage. However, the
company maintained a stable dividend policy in 2018 despite
deterioration in performance and does not have any explicit
commitment to a leverage target.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that FAGE's
operating performance should stabilize or modestly recover over the
next 12-18 months, with leverage remaining between 4.5x and 5.0x.

LIQUIDITY ANALYSIS

Moody's views FAGE's liquidity profile as adequate, supported by
$140 million in cash and $46 million availability under the
committed revolving credit facilities, as of September 2019. FAGE
has no short term debt with no debt maturities before 2026, when
the $420 million unsecured notes become due. The rating agency
expects the company to generate positive free cash flows in 2019,
as investments for the Luxemburg plant will be postponed to 2020
and 2021. Funds From Operations should comfortably cover
maintenance capex of around $20 million and the expected dividend
of $20 million. The company will have, however, to demonstrate its
ability to maintain an adequate liquidity during its capital
expenditure plan in 2020 and 2021 as free cash flow will turn
negative.

STRUCTURAL CONSIDERATIONS

FAGE's debt capital structure includes $420 million of unsecured
notes due 2026 jointly issued by FAGE and FAGE USA, a subsidiary of
FAGE. The notes are guaranteed by FAGE Greece Dairy Industry Single
Member S.A. The notes are rated B2, in line with the company's CFR,
given the absence of material secured debt in FAGE's capital
structure. The senior unsecured notes rank pari passu with other
unsecured debt and are structurally subordinated to the liabilities
of non-guaranteeing subsidiaries. However, there are only limited
liabilities at non-guarantors, offering substantial protection from
subordination to noteholders. In 2018, the issuers and guarantors
represented approximately 91% of FAGE's sales and almost 99% of its
total assets.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Positive rating pressure could develop in case of FAGE restoring
its operating performance, with Moody's adjusted gross debt/EBITDA
declining below 3.5x on a sustainable basis and through the milk
price cycle basis and Moody's adjusted EBIT margin improves to
above 15%.

Negative pressure on the ratings could occur in case on continued
deterioration in the operating performance, leading to Moody's
adjusted gross debt/EBITDA deteriorating to above 5.5x and
underlying free cash flow turns negative leading to liquidity
concerns.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.

CORPORATE PROFILE

FAGE is an international, family owned business, whose main
activities are the manufacturing and marketing of Greek yogurt.
Although it sells its products in more than 40 countries sales are
concentrated in the US and Western Europe, accounting for 64% and
21% of 2018 total sales respectively. In 2018 FAGE reported
revenues and EBITDA of $552 million and $87 million respectively.



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

E-MAC PROGRAM II 2007-IV: S&P Ups Class D Notes Rating to BB (sf)
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings to 'A (sf)' and 'BB
(sf)' on the class C and D notes, respectively, from E-MAC Program
II B.V. Compartment NL 2007-IV. At the same time, S&P affirmed its
'A+ (sf)' rating on the class A and B notes.

The rating actions follow the implementation of S&P's revised
criteria and assumptions for assessing pools of Dutch residential
loans, and they reflect its full analysis of the most recent
transaction information that it has received and the transaction's
current structural features.

The swap counterparty is Natwest Markets PLC. Under our current
counterparty criteria, S&P assesses the collateral framework as
adequate. Based on the combination of the replacement commitment
and the collateral-posting framework, the maximum potential rating
supported by the swap counterparty in this transaction is 'AA-
(sf)'.

In S&P's previous reviews of this transaction, it was highlighted
that the estimation of prepayment rates used as a calculation input
in the hedging agreement was not compliant with the transaction
documents. Subsequently, the issuer has instructed the issuer
administrator (CMIS Nederland B.V.) to manage the hedging agreement
in accordance with the relevant documented stipulations. These
instructions have resulted in the relevant swap notional schedules
for current and future quarterly periods being materially adjusted.
As a consequence, significant notional adjustment fees have become
due to the swap counterparty from the issuer. As per the latest
investor report, dated October 2019, this amount is EUR34,196,940.

The issuer can pay these notional adjustment fees to the swap
counterparty at a ranking in the priority of payments after the
reserve fund is replenished. Because these amounts are paid junior
in the priority of payments, they do not affect its analysis.

In addition to this, CMIS Nederland had made payments to the swap
counterparty when the issuer did not have sufficient funds to meet
its swap subordinated amounts obligations to the swap counterparty
in full. The payments were made under an indemnity granted by CMIS
Nederland to the swap counterparty. CMIS Nederland takes the
position that as a result of subrogation, it has a corresponding
claim for these amounts against the issuer. The issuer has not
acknowledged this claim. The accrued and unpaid claim amount is
EUR3,719,118 according to the investor report dated October 2019.
As the issuer has not acknowledged the claim for this amount, S&P
has not taken this amount into consideration in its analysis.

S&P said, "The contractual replacement commitment on Cooperatieve
Rabobank U.A., as guaranteed investment contract provider and
liquidity provider for E-MAC NL 2007-IV, is not in line with our
counterparty criteria. Consequently, our criteria cap our ratings
on E-MAC NL 2007-IV at the 'A+' long-term issuer credit rating on
Rabobank.

"The transaction performance has been in line with our expectations
since our previous review, with arrears levels falling and the
reserve fund now fully funded for a number of interest payment
dates. If the performance triggers are not breached, this
transaction will continue to pay pro rata for extended periods, and
we have factored this into our analysis.

"After applying our updated Dutch RMBS criteria, the overall effect
in our credit analysis results in a slight increase in the
weighted-average foreclosure frequency (WAFF) and a decrease in the
weighted-average loss severity (WALS). The increase in the WAFF is
primarily due to our updated assumption on the pool-level
originator adjustment upon reviewing the transaction's historical
performance under our updated global RMBS criteria and updated
guidance for rating Dutch RMBS transactions. The decrease in the
WALS is mainly due to the lower weighted-average current
loan-to-value ratio since closing, which has been driven by house
price increases in the Netherlands."

  WAFF And WALS Levels
  Rating level     WAFF (%)    WALS (%)
  AAA              16.65       38.48
  AA               11.49       33.89
  A                8.73        25.99
  BBB              6.08        21.65
  BB               3.27        18.67
  B                2.57        16.04

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

S&P said, "Although our credit and cash flow analysis indicates
that the available credit enhancement for E-MAC NL 2007-IV's class
A and B notes can support higher ratings than those currently
assigned, the abovementioned counterparty ratings cap the rating at
'A+'. We have therefore affirmed our ratings on these classes of
notes.

"In addition, E-MAC NL 2007-IV's class C notes can support a higher
rating than that currently assigned. However, considering its
position in the waterfall and the extended pro rata feature, we
have raised our rating on this class of notes to 'A (sf)'. For the
class D notes, considering the current level of credit enhancement
and the fact that the reserve fund has been fully funded for a
number of interest payment dates, we have upgraded the notes. The
class D notes could also support a higher rating than currently
assigned, but given its position as the most junior note, we have
raised our rating on the notes to 'BB (sf)'."

E-MAC NL 2007-IV is a Dutch RMBS transaction backed by Dutch
residential mortgages originated by CMIS Nederland (previously
GMAC-RFC Nederland).

  Ratings List

  E-MAC Program II B.V. Compartment NL 2007-IV  
  Class    Rating to    Rating from
  A        A+ (sf)      A+ (sf)
  B        A+ (sf)      A+ (sf)
  C        A (sf)       A- (sf)
  D        BB (sf)      B+ (sf)




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

NORWEGIAN AIR: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B-
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 18, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Norwegian Air Shuttle ASA to B- from B.

Norwegian Air Shuttle ASA, trading as Norwegian, is a Norwegian
low-cost airline and Norway's largest airline.




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

PJSC POLYUS: Fitch Affirms BB LT IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings affirmed PJSC Polyus's Long-Term Issuer Default
Rating at 'BB', with a Stable Outlook. Fitch has also affirmed the
senior unsecured rating on Polyus Finance plc's guaranteed notes at
'BB'.

The 'BB' rating reflects Polyus's 'BBB' category business profile,
as a top-five gold producer globally with costs comfortably and
sustainably in the first quartile of the global gold cash cost
curve. Rating limitations include Polyus's product and geographical
concentration as well as shareholder concentration and the lack of
a track record of conservative financial policies.

The affirmation reflects its view that Polyus's funds from
operations (FFO) adjusted leverage will stay around 2.5x on average
in 2019-2022. Development capital expenditure for Sukhoi Log from
2021 onwards, while not included in its forecast, could drive
leverage towards 3x at the end of the forecast horizon. This would
leave sufficient headroom under the rating and supports the Stable
Outlook.

KEY RATING DRIVERS

Top Five Gold Producer: Fitch views Polyus as on track towards its
record-high 2.8MOz output guidance for 2019, with 9M19 output of
2.0MOz, a 13% increase yoy. Production growth is being driven by
Natalka's ramp up towards its target capacity as well as
double-digit growth at Kuranakh and Verninskoye mines. Fitch
conservatively expects a neutral to low single digit decrease in
output after 2019, depending on grade variations, particularly at
Olimpiada and Verninskoye, with annual gold output staying within
the 2.7MOz-2.9MOz range. Consequently, Fitch expects that Polyus
will remain a top-five gold producer globally.

Sukhoi Log FID in 2021: Polyus expects to take a final investment
decision (FID) on the Sukhoi Log project in Irkutsk, Southeast
Siberia in 2021. It is currently in the pre-feasibility stage with
geological, geophysical and hydrometeorological surveys completed.
If constructed, Sukhoi Log would be one of the largest gold mines
in the world, with 63 MOz of JORC resources. Polyus estimates
construction capex at USD2.0 billion-USD2.5 billion, excluding
infrastructure spending. The addition of Sukhoi Log could
potentially have a transformative impact on the business profile.

Continued Capital Expenditure: Fitch expects Polyus's capital
expenditure to remain elevated throughout 2019-2021 and potentially
thereafter. Fitch expects increased overburden stripping in the
near term to drive capital expenditure as well as projects such as
Verninskoye Mill Expansion. After 2021, potential projects such as
expansion at Blagodatnoye and Bio Units modernisation at Olimpiada
could continue to drive capital expenditure. Sukhoi Log could
substantially increase capital expenditure over 2021-2026.

Strong Cash Generation, Significant Headroom: Fitch expects FFO
adjusted gross leverage to decline to 2.1x in 2019 from 2.9x in
2018 as a result of strong production growth coupled with stronger
than expected gold prices. As its price assumption declines to
USD1,200/oz in 2021 and Olimpiada hits lower grades, Fitch expects
leverage to spike at 2.8x due to lower EBITDA, but to average 2.5x
over 2019-2022, excluding Sukhoi Log.

Its forecast is predicated on gold prices declining from current
levels and stabilising in 2021, a weak rouble, low-single-digit
cost inflation, Natalka's continuing ramp-up and the Verninskoye
mill expansion, and favourable taxation due to the regional
investment project regime for these projects, supporting strong
total cash costs (TCC). This forecast considers Polyus's dividend
payouts of 30% of EBITDA. Leverage peaked at 4.4x at end-2016 due
to Polyus's debt-funded USD3.4 billion share buyback in 1H16. Fitch
does not expect any share buybacks over the rating horizon.

Strong Cost Position: Polyus is a world-class gold producer with
large-scale high-grade reserves and efficient open pit mining
operations. The group consistently ranks among the lowest-cost gold
companies globally with average TCC not exceeding USD400/oz and
all-in sustaining costs fluctuating around USD600/oz since 2015,
both in the first quartile on the global cash curve. Average TCC
will stay close or slightly above USD400/oz over the rating horizon
as Polyus's flagship mines Olimpiada, Blagodatnaya and Natalka will
account for 75%-80% of output and are expected to retain their TCC
at below USD450/oz.

Large Reserve Base: In December 2018, Polyus reported proved and
probable gold ore reserves of 64 MOz and measured, indicated and
inferred mineral resources of 192MOz. The group estimates that it
ranks second globally by attributable gold reserves and second by
attributable gold resources. Polyus puts its average life of mine
at above 26 years, a comfortable level for a gold miner. These
reserves exclude Sukhoi Log.

DERIVATION SUMMARY

Polyus's 'BB' rating reflects an operating profile comparable with
peers such as Kinross Gold Corporation (BBB−/Stable) and
AngloGold Ashanti Limited (BBB-/Stable). Polyus has a comparable
scale of operations and superior reserve base and cost position,
offset by higher through-the-cycle leverage and more aggressive
dividend policy. Polyus's operations are concentrated in Russia
while Anglogold and Kinross operate in several countries with
varying operating environment risk, the latter mitigated by
diversification and conservative financial policies.

Polyus's closest Russian mining peers include ALROSA (BBB-/Stable)
and Norilsk Nickel (BBB-/Stable), which both have superior position
and shares in their respective markets, and global cost leadership.
ALROSA applies a FCF-based dividend policy, underpinning its
materially lower leverage, while Norilsk Nickel is well diversified
across products with comparable revenue contribution from nickel,
copper and palladium.

No country, parent/subsidiary linkage is applicable.

Similar to its Russian peers, Polyus's rating captures a moderate
impact from the operating environment.

KEY ASSUMPTIONS

Fitch's key assumptions within Its rating case for the issuer
include:

Average gold price of USD1,350/oz in 2020 and USD1,200/oz
thereafter USD/RUB exchange rate averaging 64.8 in 2019, 66.5 in
2020 and 67.3 in 2021-2022Operating efficiencies at the existing
mines as per management's expectations Capex/sales averaging at 25%
in 2019-2021 and below 20% in 2022 (2017-2018 average: 30%)
Dividends in line with Polyus's dividend policy: the greater of 30%
of EBITDA if net debt/EBITDA is under 2.5x or minimum annual
dividend payments of 30% of EBITDA thereafter No cash upstreamed
through share buybacks over the next four years

RATING SENSITIVITIES

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

  - FFO gross leverage below 2.5x and FFO adjusted net leverage
below 2.0x on a sustained basis

  - Sustained positive FCF generation

Developments That May, Individually or Collectively, Lead to
Outlook Stabilisation

  - Higher-than-expected dividend payments or other shareholder
distributions leading to weaker liquidity and sustained high
leverage

  - FFO gross leverage above 3.5x or FFO adjusted net leverage
above 3.0x on a sustained basis

  - Sustained negative FCF generation

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity, US Dollar Indebtedness: Polyus's liquidity
position at September 30, 2019 was strong, with a USD1.5 billion
cash cushion covering USD0.7 billion short-term debt. Positive FCF
generation and USD1.4 billion in committed credit lines are also
positive for Polyus's liquidity profile. Debt maturities are
moderate at USD0.5 billion - USD0.7 billion annually in 2020-2022,
and become significant in 2023, rising to USD1.4 billion.

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.



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

GENERALITAT DE CATALUNYA: Moody's Affirms Ba3 Ratings, Outlook Pos.
-------------------------------------------------------------------
Moody's Public Sector Europe changed the outlook on the Generalitat
de Catalunya's ratings to positive from stable and affirmed its
long-term issuer and senior unsecured ratings at Ba3. Moody's also
affirmed the Senior Unsecured MTN rating at (P)Ba3, the short term
rating at (P)NP and commercial paper at NP. Finally, Moody's
upgraded Catalunya's baseline credit assessment (BCA) to b2 from
caa1.

The outlook change to positive mainly reflects Moody's view that
Spain's positive growth prospects will continue to help the region
with its fiscal consolidation, improving its operating balances and
reducing deficit levels and debt to operating revenue ratios.

RATINGS RATIONALE

RATIONALE FOR OUTLOOK CHANGE TO POSITIVE

The outlook change to positive is driven by Moody's view that
Catalunya's improved financial position and fiscal consolidation
will continue, supported by Spain's positive economic prospects.
The rating agency expects that the region's gross operating
balances and deficit levels will continue to improve. In addition,
although regional debt levels are projected to increase through
2020, the ratio of net direct and indirect debt to operating
revenue is anticipated to decrease, as Spain's robust GDP growth
bolsters regional tax revenue at a faster pace than debt stock
growth.

While ongoing political tensions are credit negative given their
potential to affect business confidence in the region, Moody's
believes that Catalunya's economy has demonstrated its resilience
to the complex political situation of the past two years.
Catalunya's GDP growth was 3.3% in 2017 and 2.3% in 2018, compared
with national levels of 3.1% and 2.6% in 2017 and 2018,
respectively. Catalunya continues to be the largest regional
economy in Spain, contributing to 19% of Spain's GDP and 25% of
total national exports.

RATIONALE FOR AFFIRMATION OF Ba3 RATING

The affirmation of the Ba3 long-term issuer and debt ratings is the
combination of an improvement in Catalunya's standalone credit
profile, as reflected in the upgrade of its BCA to b2 from caa1,
and Moody's assumption of a high likelihood of extraordinary
support from the central government.

The upgrade of the Generalitat de Catalunya's BCA mainly reflects
the region's improved financial performance in recent years, as
robust economic growth in Spain continues to aid the region's
fiscal consolidation. The region's negative gross operating balance
reduced to -EUR243 million or -0.9% or operating revenue in 2018
from -EUR409 million or -1.5% of operating revenue in 2017 (-EUR874
million or -3.4% of operating revenue in 2016), at the same time,
Catalunya's deficit has gradually improved, complying with deficit
limit targets for two consecutive years. The rating agency,
however, believes that it will be challenging for the region to
meet the deficit limit target of 0.1% of regional GDP for 2019.

Although Catalunya's debt burden is projected to slowly decline in
the next two to three years, the region's debt is very high.
Catalunya is the Spanish region with the largest debt stock of
EUR79.6 billion at year-end 2018 (EUR80 billion expected at
year-end 2019) and consequently has a very high net direct and
indirect debt to operating revenue of 281% in 2018, consistent with
its Ba3 rating (compared with the average for Moody's-rated regions
of 195%).

Moody's views positively the high support received from the central
government to date mainly via liquidity mechanisms whose
functioning has not been affected by political tensions. The region
has received a total of EUR59.2 billion of liquidity support from
the central government's different sources since 2012, which is
equivalent to around 82% of Catalunya's outstanding direct debt.
Moody's expects that this support will continue, with an additional
EUR10 billion to be financed through the Fondo de Facilidad
Financiera in 2020.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

In Moody's assessment, environmental considerations are not
material to the rating.

The main social risk for Catalunya is associated with Spain's
ageing population, and social and healthcare expenditure will
increase over the long term. For Catalunya, however, given the
region's dynamic economy, population growth and large tax base,
expenditure pressures should be more be manageable compared to
other Spanish regions.

In terms of governance, Moody's considers that Catalunya has shown
some weaknesses in its financial planning, illustrated by its high
operating and financing deficit levels. More recently, the region's
implementation of tighter budget controls has improved governance
and management. The region provides transparent and timely
financial reports.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's would consider upgrading Catalunya's rating if its fiscal
and financial performance continued to improve, reflected in a
better gross operating balance and reduced deficit and debt to
operating revenue levels. De-escalation of political tensions would
be credit positive. Additionally, a strengthening of support from
the central government could also lead to an upgrade.

In contrast, downward pressure on the rating could materialize if
Catalunya's policy changes reversed its fiscal consolidation or if
the region's fiscal performance deteriorated. In addition, a
downgrade of the sovereign rating, or any indication of weakening
government support, would likely lead to a downgrade of Catalunya's
rating.

The specific economic indicators, as required by EU regulation, are
not available for this entity. The following national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Spain, Government of

GDP per capita (PPP basis, US$): 40,172 (2018 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 2.4% (2018 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 1.2% (2018 Actual)

Gen. Gov. Financial Balance/GDP: -2.5% (2018 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: 1.9% (2018 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Level of economic development: High level of economic resilience

Default history: No default events (on bonds or loans) have been
recorded since 1983.

On November 19, 2019, a rating committee was called to discuss the
rating of the Generalitat de Catalunya. The main points raised
during the discussion were: The issuer's fiscal or financial
strength, including its debt profile, has materially increased.

The principal methodology used in these ratings was Regional and
Local Governments published in January 2018.

SANTANDER HIPOTECARIO 2: Moody's Ups Class D Notes Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four Notes and
affirmed the ratings of four Notes in AyT HIPOTECARIO MIXTO II, FTA
and FTA SANTANDER HIPOTECARIO 2.

Upgrades are prompted by increased levels of credit enhancement for
all affected Notes and by better than expected collateral
performance for AyT HIPOTECARIO MIXTO II, FTA (pool PH).

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain the current ratings on the affected
Notes.

Issuer: AyT HIPOTECARIO MIXTO II, FTA

EUR367.8M Class PH1 Notes, Affirmed Aa1 (sf); previously on Dec 27,
2018 Affirmed Aa1 (sf)

EUR16.7M Class PH2 Notes, Upgraded to A3 (sf); previously on Dec
27, 2018 Upgraded to Ba1 (sf)

EUR12.7M Class CH2 Notes, Affirmed Aa1 (sf); previously on Dec 27,
2018 Affirmed Aa1 (sf)

Issuer: FTA SANTANDER HIPOTECARIO 2

EUR1801.5M Class A Notes, Affirmed Aa1 (sf); previously on Dec 27,
2018 Affirmed Aa1 (sf)

EUR51.8M Class B Notes, Affirmed Aa1 (sf); previously on Dec 27,
2018 Upgraded to Aa1 (sf)

EUR32.3M Class C Notes, Upgraded to A1 (sf); previously on Dec 27,
2018 Upgraded to A2 (sf)

EUR49.8M Class D Notes, Upgraded to Ba2 (sf); previously on Dec 27,
2018 Upgraded to B1 (sf)

EUR19.6M Class E Notes, Upgraded to Caa3 (sf); previously on Nov
23, 2012 Downgraded to Ca (sf)

Maximum achievable rating is Aa1 (sf) for structured transactions
in Spain, driven by Local Currency Ceiling (Aa1) of the country.

RATINGS RATIONALE

Upgrades are prompted by increased levels of credit enhancement for
all affected Notes and by better than expected collateral
performance for AyT HIPOTECARIO MIXTO II, FTA (pool PH).

Revision of Key Collateral Assumptions:

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

The performance of the AyT HIPOTECARIO MIXTO II, FTA (Pool PH)
transaction has continued to improve since December 2018. Total
delinquencies have decreased in the past year, with 90 days plus
arrears currently standing at 0.40% of current pool balance.

Moody's decreased the expected loss assumption to 0.39% as a
percentage of original pool balance from 0.49% for AyT HIPOTECARIO
MIXTO II, FTA (Pool PH) due to the improving performance.

Increase in Available Credit Enhancement:

The increase in the available credit enhancement is due to
deleveraging (e.g. sequential amortization and/or non-amortizing
reserve funds and/or trapping of excess spread) and, for FTA
SANTANDER HIPOTECARIO 2, also driven by the replenishment of the
Reserve Funds which were partially drawn in prior payment dates.

For instance, the credit enhancement for Class C on FTA SANTANDER
HIPOTECARIO 2 increased to 15.62% from 13.32% since the last rating
action, while the credit enhancement for the PH2 tranche on AyT
HIPOTECARIO MIXTO II, FTA increased to 7.82% from 6.98% since the
last rating action.

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

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) an increase in available
credit enhancement; (3) improvements in the credit quality of the
transaction counterparties; and (4) a decrease in sovereign risk.

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



===========
S W E D E N
===========

ASSEMBLIN FINANCING: S&P Assigns Prelim 'B' Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer credit and
issue ratings to Assemblin Financing AB (Assemblin) and its
proposed EUR250 million senior secured notes. The recovery rating
on the notes is '3'.

The 'B' preliminary issuer credit rating on Assemblin reflects the
group's financial-sponsor ownership, geographical concentration
relative to peers, and low but improving EBITDA margins.

The transaction will see the company refinance its debt with EUR250
million of senior secured notes, which the issuer expects to hedge
into Swedish krona (SEK) shortly after closing. In addition, the
financial sponsor will receive a dividend of EUR93 million
(SEK1,000). S&P said, "Our assessment of Assemblin also reflects
the company's solid market position in Sweden, where it generates
82% of revenue and is the No. 2 market player, behind Bravdia. The
company has continued to diversify into Norway and Finland through
core competencies in these countries including heating and
sanitation, particularly in Oslo, and automation in Finland. We
expect further cross selling opportunities over time as the company
establishes itself in these markets. Assemblin's market position is
supported by its large branch network, with 160 locations
supporting local relationships, and its well-recognized brand."

In S&P's view, Assemblin benefits from its mix of end customers,
which include municipalities, industrial and construction
companies, small private businesses, and individuals.

Almost two-thirds of the company's electrical, heating, and
sanitation business falls within resilient end markets, which
include service business, health care, education, and
infrastructure. The company has minimum exposure to the residential
new build market in those business areas, which accounts for less
than 5% of revenue. Service assignments now represent 37% of total
revenue in 2019, up from 36% in 2018, indicating improved recurring
revenue. The company has a strong project backlog of over SEK8
billion, with a mix of customers including municipalities and
industrial, providing strong revenue visibility.

These strengths are constrained by the group's relatively small
size compared with larger installation companies and international
service companies such as Bravida, and SPIE SA.

The majority of revenue is focused on a narrow installation service
offering with Sweden accounting for 82% of 2018 revenue. This could
make the group vulnerable to increased competition, should large
international peers decide to strengthen their presence in the
Nordic region or services companies seek to expand their offerings
in the installation market.

S&P considers Assemblin's financial structure to be highly
leveraged at closing.

S&P said, "We expect that the transaction will result in adjusted
debt to EBITDA of about 6.5x at year-end 2019. Although we forecast
deleveraging in the next two years, in the absence of discretionary
spending or shareholder friendly actions, we do not expect adjusted
debt to adjusted EBITDA below 5x. Our assessment is also influenced
by the company's ownership by financial sponsor Triton. We
anticipate improving EBITDA margins over the forecast period,
supported by continued investment in the business to improve
operational performance, with the majority completed in 2019.
Growth in higher-margin geographies and segments, as well as the
closure of nonperforming branches, is expected to support margin
improvement."

S&P views positively the company's ability to generate stable funds
from operations (FFO).

S&P said, "We forecast underlying annual FFO of SEK380
million–SEK390 million in 2019, and about SEK500 million in 2020.
This represents more than 9% of adjusted debt and provides the
company with the ability to deleverage. We expect that the company
will continue to invest in group opportunities supported by its
FFO. Furthermore, the group's comfortable FFO cash interest
coverage of above 3.2x helps sustain high leverage, in our view. We
note that Assemblin is planning to issue notes denominated in
euros, which is not the functional currency of its business. We
view the currency risk as sufficiently mitigated by management's
commitment to hedge material currency mismatches to ensure that
sufficient funds in the same currency are available to service the
notes.

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

"The stable outlook reflects our view that Assemblin will continue
to see stable revenue growth of about 2% over the next 12 months,
and EBITDA margins improving above 6.5% due to operating
efficiencies. As a result, we expect deleveraging below 6x and
positive FOCF that remains supportive of future growth in 2020.

"We could lower our ratings if Assemblin experienced a material
decline in profitability or higher volatility in margins, due to
unexpected operational issues or increased competition. This would
include FOCF turning negative or FFO cash interest coverage
declining below 2x on a sustained basis. Alternatively, financial
policy decisions that would result in S&P Global Ratings-adjusted
debt to EBITDA of more than 7.0x on a sustained basis could result
in a downgrade.

"Although we consider an upgrade unlikely over the next 12 months,
we could raise the ratings if shareholders commit to demonstrate
and sustain a prudent financial policy and maintain S&P Global
Ratings-adjusted debt to EBITDA of less than 5.0x."




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

FIRST UKRAINIAN: Fitch Assigns B LT IDRs, Outlook Stable
--------------------------------------------------------
Fitch Ratings assigned Joint Stock Company First Ukrainian
International Bank Long-Term Foreign and Local Currency Issuer
Default Ratings of 'B' with Stable Outlook.

KEY RATING DRIVERS

IDRS AND VIABILITY RATING

The Long-Term IDRs of FUIB are driven by its Viability Rating (VR)
of 'b' which, in turn, captures Fitch's view of the bank's moderate
franchise, high risk appetite and adequate standalone credit
profile. The VR also reflects Ukraine's difficult, albeit
improving, operating environment, partly defined by the Ukraine's
sovereign rating of 'B', which is on a Positive Outlook.

The Stable Outlook reflects Fitch's view that potential moderate
asset quality deterioration could be absorbed by fairly strong
pre-impairment profitability and available capital cushion, while
the bank's liquidity buffer is sufficient to withstand significant
deposit outflows.

FUIB is the largest privately-owned bank in Ukraine, although Fitch
considers its franchise as only modest with the bank's market share
at 4% each of system assets and customer deposits in the
state-dominated banking sector (state-owned banks accounted for 54%
of total sector assets at end-3Q19).

FUIB's risk appetite is high as indicated by recent fast growth in
unsecured retail lending (47% in 2018, albeit a more moderate 23%
in 1H19, annualised) and a significant share of loans in foreign
currencies issued to local borrowers (34% of gross loans at
end-1H19, down from 44% at end-2017). Moreover, FUIB has been in
breach of the regulatory limit on related-party lending since 2015
(56% of regulatory total capital at end-1H19 vs. a regulatory
maximum of 25%). FUIB has agreed with the National Bank of Ukraine
(NBU) measures to restore compliance by end-2020.

Asset quality is a weakness relative to that of higher-rated banks,
with impaired loans ('Stage 3' under IFRS 9) equal to 28.5% of
gross loans at end-1H19, although the coverage of impaired loans by
loan loss allowances was an adequate 87%. The quality of FUIB's
largest corporate loans (apart from those already classified as
impaired) is acceptable, although additional risk stems from a few
borrowers out of the 25-largest that Fitch classified as high-risk,
which were equal to 3.5% of gross loans at end-1Q19 or 18% of
FUIB's Fitch Core Capital (FCC).

Unsecured retail loans made up 31% of gross loans at end-1H19 or a
sizeable 1.3x FCC (net of respective loan loss allowances). FUIB
issues mainly cash loans and credit cards to mass market clients,
with the share of salaried clients at a small 6% of the total. Loss
rate (defined as the total exposure to defaulted borrowers net of
recoveries divided by average performing loans) was equal to a
moderate 5% in 1H19, annualised, although the portfolio is yet to
season given its recent rapid growth.

Capitalisation is reasonable at FUIB with the ratio of FCC to
risk-weighted assets (RWAs) equal to 20% at end-1H19. Regulatory
capitalisation was somewhat tighter (Tier 1 and total capital
ratios at 13% and 18%, respectively) due to regulatory deductions.
FUIB managed to build up a comfortable buffer over the regulatory
minimum levels (7% and 10% of RWAs for Tier 1 and total capital
ratios, respectively) within the last four years, due to full
retention of solid profits. Return on average equity was 37% in
1H19, annualised (36% in 2018).

Profitability was strong at FUIB with the ratio of operating
profit-to-RWAs equal to 8.3% in 1H19, annualised, up from 6.2% in
2018. Profitability was supported by a reasonable net interest
margin of 12.8%, notable non-interest income equalling to 30% of
gross revenues, moderate operating expenses at 53% of gross
revenues and low impairment charges at 0.6% of average gross loans,
annualised.

FUIB is funded by customer accounts, at 95% of total liabilities at
end-1H19. A significant portion (20%) of this was attributed to
related parties. Concentration was moderate, as the 20-largest
depositors accounted for 22% of total customer funding.

Liquid assets (cash and current and short-term interbank
placements) represented 17% of total assets at end-1H19. This
allows FUIB to withstand an outflow of a moderate 19% of customer
accounts net of potential repayments of short-term interbank
funding during the next 12 months. Unpledged government securities
made up an additional 18% of total assets, although Fitch believes
that they are unlikely to be a reliable liquidity source as local
repo limits could be tightened.

NATIONAL RATING

The National Long-Term Rating of 'AA-(ukr)' reflects FUIB's
relative creditworthiness within Ukrainian peers.

SUPPORT RATING AND SUPPORT RATING FLOOR

FUIB's Support Rating of '5' and Support Rating Floor (SRF) of 'No
Floor' reflect the bank's limited market share and systemic
importance, as a result of which support from the Ukrainian
authorities cannot be relied upon, in Fitch's view. Inclusion of
FUIB into the list of systemically important banks by the NBU in
July 2019 only means gradual implementation of additional capital,
liquidity and other regulatory buffers over the current minimum
levels starting in 2020, while the bank cannot rely on
extraordinary support from authorities, as stated by the NBU.

Support from the bank's private shareholders is also not factored
into the ratings.

RATING SENSITIVITIES

VR, IDRS, NATIONAL RATING, SUPPORT RATING AND SRF

The VR, IDRs and the National Rating of FUIB are sensitive to
changes in the bank's financial profile metrics. The ratings could
be downgraded should the bank's high risk appetite materialise into
significant deterioration of asset quality, leading to losses and
capital erosion (e.g. FUIB's regulatory capital ratios falling into
a 1% buffer zone over the minimum required levels). Significant
deposit outflows (although currently not expected by Fitch)
diminishing the bank's liquidity may also result in a downgrade. In
addition, failure to comply with the regulatory limits (including
exposure to related parties) would be credit-negative for FUIB.

Upside for the bank's ratings is currently limited and would
require notable improvements in the operating environment. Fitch
does not anticipate changes to FUIB's Support Rating and SRF.

UKRAINE: Moody's Affirms Caa1 Issuer Rating, Alters Outlook to Pos.
-------------------------------------------------------------------
Moody's Investors Service changed the outlook on the Government of
Ukraine's ratings to positive from stable. At the same time,
Ukraine's long-term issuer and senior unsecured ratings have been
affirmed at Caa1.

The key drivers for the change in the outlook to positive are:

1. The rebuilding of Ukraine's foreign exchange reserves is
reducing external vulnerability in the context of large external
repayments; and

2. The improvement of Ukraine's macroeconomic stability and the
prospect for renewed reform momentum is strengthening the country's
economic resilience.

The affirmation of Ukraine's Caa1 ratings reflects its -- while
showing signs of improvement -- significant external vulnerability.
The sizeable external debt repayments due over the coming years
would -- in the absence of a new International Monetary Fund (IMF)
programme -- require continued market access. At the same time, the
risk of a new flare-up in geopolitical tensions continues to
constrain upward movement in the credit rating at this time.

Concurrently, Moody's has affirmed the Ca rating on the $3 billion
Eurobond that Ukraine sold in December 2013. The sole subscriber of
the notes was the Russian government. The bond is under dispute due
to the international armed conflict between the two governments.
The Government of Russia (Baa3 stable) has sued Ukraine for
repayment of the bond in English courts, under whose jurisdiction
the bond was issued, and the case is set for trial.

Finally, Ukraine's long-term foreign currency bond and deposit
ceilings remain unchanged at B3 and Caa2 respectively, while the
short-term foreign currency ceilings for bonds and deposits remain
Not Prime (NP). The country ceilings for local currency bonds and
deposits are also unchanged at B3.

RATINGS RATIONALE

RATIONALE FOR THE CHANGE IN OUTLOOK TO POSITIVE

FIRST DRIVER: REBUILDING OF RESERVES IS REDUCING EXTERNAL
VULNERABILITY IN THE CONTEXT OF LARGE EXTERNAL REPAYMENTS

The first driver for the change in outlook to positive is the
notable strengthening in foreign exchange reserves over the course
of 2019, which is helping to improve the country's external
position. Moody's expects foreign exchange reserves to remain close
to their current levels of around $21.4bn (around 16% of end-2018
GDP), equivalent to more than 3 months of imports, which is
significantly in excess of Moody's previous expectation, set at the
time of the last rating action in December 2018. As a result,
Ukraine's external vulnerability indicator, Moody's measure of
reserve adequacy, is expected to fall to 211% in 2020 compared to
its previous forecast of 354%.

Reserve accumulation has been supported by stronger demand for
local currency bonds from foreign investors amid ongoing fiscal and
monetary discipline as well as Ukraine's improved access to
international capital markets following recent transactions.
Financial markets reacted positively to the orderly political
transition following the elections earlier this year. Foreign
investment into local currency bonds, and increasingly into longer
maturities, has been helped by the linking of Ukraine's domestic
debt to Clearstream in May, with the share of total domestic
government bonds held by non-resident investors now standing at
around 22% when excluding National Bank of Ukraine holdings. The
appreciation of the hryvnia over the course of 2019 has also
created room for more substantial market interventions by the
central bank aimed at strengthening foreign exchange reserves.

A new IMF agreement, which is currently under negotiation, would
further support the sovereign's repayment profile in the face of
still large external repayments. Furthermore, in addition to
providing an anchor for structural reforms (see second driver), a
new IMF arrangement would help to unlock associated funding from
other international organisations including the European Union (Aaa
stable) and World Bank, as well as likely further improve access to
international capital markets.

SECOND DRIVER: STRENGTHENING OF UKRAINE'S ECONOMIC RESILIENCE
DRIVEN BY IMPROVING MACROECONOMIC STABILITY

The second driver for the recommendation to change the outlook to
positive is Ukraine's improving macroeconomic stability which --
together with the prospect for renewed momentum in the reform
agenda -- is supporting a more resilient economic growth outlook.

Inflation has fallen closer in line with the central bank's target,
which has allowed for a gradual easing in monetary policy, and
helps to create the conditions for a stronger and more balanced
growth profile. The economy has been growing for 15 consecutive
quarters with the prospect for the very sharp pick-up in economic
sentiment indicators in recent months to help support higher levels
of investment which still remain lackluster relative to the
country's needs. At the same time, the fiscal position remains
prudent, with the general government debt burden expected to
decline to around 54% of GDP by the end of next year, and will be
supported by ongoing modest deficits with a target 2.1% of GDP
outlined in the 2020 budget.

These improvements to macroeconomic stability are also reinforced
by the orderly political transition following the elections earlier
this year, which helps to reduce domestic political event risks.

The election of Ukraine's first single-party majority government,
resulting in a less politically fragmented administration, raises
the possibility for renewed impetus in Ukraine's reform momentum.
In conjunction with the negotiations for a new programme with the
IMF, the Ukrainian parliament has passed numerous pieces of
legislation to progress the government's reform agenda which
includes liberalizing the land market, continuing with
anti-corruption reforms and increasing privatizations. That said,
the government's very ambitious reform targets, including raising
annual economic growth to 7% from 2021, will be challenging to
achieve. In this respect, Moody's considers the new IMF programme
would play an important role in providing not only financial but
also technical assistance with implementing the reform agenda, and
serve as an anchor against backsliding.

RATIONALE FOR AFFIRMING THE Caa1 RATING

The affirmation of Ukraine's Caa1 ratings reflects the country's
significant external vulnerability. While showing signs of
improvement, Ukraine's external position remains weak with large
principal and interest payments on external government bonds due
over the coming years. In the absence of a new IMF programme, these
upcoming payments would require continued access to favourable
market conditions. Furthermore, Ukraine's institutional capacity
remains hampered by very weak governance standards. At the same
time, the risk of a flare up in geopolitical tensions continues to
constrain upward movement in the credit rating at this time.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

Moody's takes account of the impact of environmental (E), social
(S), and governance (G) factors when assessing sovereign issuers'
economic, institutional and fiscal strength and their
susceptibility to event risk. In the case of Ukraine, the
materiality of ESG to the credit profile is as follows.

Environmental considerations are material to Ukraine's credit
profile through its marked reliance on the agriculture sector,
despite ongoing efforts at diversification, such that weather
related developments can add to volatility to the country's
exports.

Social factors are material to Ukraine's credit profile through its
adverse demographic trends. A persistent demographic drag will
likely constrain Ukraine's scope for strengthening its economic
competitiveness.

Governance considerations are material to Ukraine's credit profile.
Ukraine receives relatively unfavorable scores on the Worldwide
Governance Indicators in the categories of government
effectiveness, rule of law and control of corruption, impeding more
robust entrepreneurial activity and investment.

WHAT COULD MOVE THE RATING UP / DOWN

Ukraine's rating would be upgraded if the progress made in reducing
its sizeable external vulnerability can be sustained, evidenced by
maintaining or further increasing its foreign exchange reserve
buffer in relation to its external repayments. While material
progress on implementing the ambitious reform agenda is not a
requirement for Ukraine to be lifted into the B-rating scale, a
further condition is likely to be reaching an agreement with the
IMF and remaining in broad compliance with the conditions of a new
programme, helping to mitigate the risks posed by Ukraine's large
external debt repayments as well as provide an anchor against
backsliding on the reform agenda. Continued evidence that the
spillovers to Ukraine's economic and fiscal performance from the
conflict in eastern Ukraine remains contained, indicating a
reduction in the high geopolitical event risk assessment which acts
a constraint on the rating, would also be positive. The positive
outlook signals that Moody's would expect to draw such a
conclusion, or not, over the next 12-18 months, and quite possibly
within 12 months.

The positive outlook signals that a downgrade is currently very
unlikely. However, the outlook could be returned to stable if
Moody's concludes that the improvements to Ukraine's external
vulnerability will not be sustained. For example, material delays
in accessing new financing which threatens its ability to pay down
or refinance its large external payment obligations, possibly
resulting from the failure to agree a new IMF programme or an
inability to remain in broad compliance with the new agreement,
would be negative. At the same time, a notable reduction in the
country's foreign exchange buffer, which could be accompanied by an
outflow of foreign investors from the domestic market, would
support a stabilization in the outlook. Negative ratings pressure
would also derive from a further escalation of geopolitical
tensions that would have a negative spillover on Ukraine's economic
and fiscal profile.

GDP per capita (PPP basis, US$): 9,287 (2018 Actual) (also known as
Per Capita Income)

Real GDP growth (% change): 3.3% (2018 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 9.8% (2018 Actual)

Gen. Gov. Financial Balance/GDP: -2.1% (2018 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -3.3% (2018 Actual) (also known as
External Balance)

External debt/GDP: 87.7% (2018 Actual)

Level of economic development: Very Low level of economic
resilience

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

On November 19, 2019, a rating committee was called to discuss the
rating of the Government of Ukraine. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have materially increased. The issuer's
institutional strength/framework, have not materially changed. The
issuer's fiscal or financial strength, including its debt profile,
has not materially changed. The issuer has become less susceptible
to external vulnerability event risks.

The principal methodology used in these ratings was Sovereign Bond
Ratings published in November 2018.



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

CARPETRIGHT PLC: Travers Smith Advises Firm on Sale to Meditor
--------------------------------------------------------------
Sandy Bhadare at ICLG.com reports that London-headquartered firm,
Travers Smith has announced that it is advising London Stock
Exchange-listed home improvement retailer Carpetright on the
acquisition of its business by Meditor Holdings Limited (MH), which
is owned by Carpetright's largest shareholder, Meditor Group
(Meditor).

The all-cash transaction is for the remaining and future issued
share capital of Carpetright, valued at a total acquisition price
of GBP15.19 million, ICLG.com relays, citing financial services
company Hargreaves Lansdown.  It follows Meditor's previous
acquisition of a 29.9% stake in Carpetright and the purchase of its
lenders' interest in its debt facilities, ICLG.com notes.

Having retained Carpetright as a client for many years, Travers
Smith has previously advised the company on an equity fundraise and
certain amendments to its revolving credit facility, ICLG.com
states.  Notably, the firm was involved in the floor retailers'
financial restructuring last year, which saw the business enter
into a company voluntary arrangement (CVA) of GBP60 million, in a
bid to prevent it from closing, ICLG.com recounts.  

Leading the Travers Smith team in London was Philip Cheveley, the
firm's head of corporate M&A and enterprise content management
(ECM), senior associate Ben Lowen, associate Graeme Scotchmer and
finance partner Andrew Gregson, who provided specialist advice,
ICLG.com relates.

Meditor was represented by London-headquartered firm Simmons &
Simmons, which saw partners Isabella Roberts provide corporate
advice and Ross Miller advise on the financial and restructuring
elements of the deal, according to ICLG.com.

Implemented by way of a scheme of arrangement, completion of the
acquisition agreement is conditional on receiving shareholder
approval, ICLG.com notes.


CLARKS: Taps McKinsey & Co to Help with Restructuring
-----------------------------------------------------
Sara Benwell at The Sun reports that Clarks could be the latest
high street chain to make store closures, as it brings in
management consultants McKinsey & Co to help with restructuring.

According to The Sun, the shoemaker, which has 553 shops in the UK
and employees nearly 12,000 people, said in its annual report that
a meaningful number of stores will be closed over the next five
years.

The chain has had a rocky year, posting a GBP82.9 million post-tax
loss, The Sun discloses.

So far, this year it has shut nine stores in the UK as well as its
last manufacturing house in Somerset, The Sun notes.

Clarks has confirmed the appointment of McKinsey & Co, but refused
to share any details of the forthcoming plans or confirm whether
more closures lie ahead, The Sun relates.

But looking at the company's annual statement, it becomes clear
that more shops are likely to shut -- and quickly, The Sun states.

The report says the chain will manage the decline in retail sales
by closing down its least profitable stores, The Sun  relays.

According to The Sun, as of February 2 2019, globally there were
642 stores that were either unprofitable or suffering from
expensive leases.


DEBENHAMS PLC: Chief Financial Officer Quits Amid CVA Dispute
-------------------------------------------------------------
Daily Stock Dish reports that the finance chief of Debenhams has
quit after just one year with the struggling department store to
join fashion brand Ted Baker.

According to Daily Stock Dish, Rachel Osborne joins Ted Baker as
new chief financial officer in the "next few months", replacing
Charles Anderson, who took up the same role at Mulberry in August
after 17 years with the retailer.

Ms. Osborne most recently appeared in public giving evidence at the
High Court on behalf of Debenhams in a court case brought by
landlords, funded by Mike Ashley's Sports Direct, challenging the
legality of the department store's company voluntary arrangement to
cut rents and stave off collapse, Daily Stock Dish relates.

The judge, Mr. Justice Norris, praised her as a "transparently
honest and careful witness who gave what seemed to me a balanced
account of the relevant considerations" including the decision to
block attempts by Mr. Ashley to install himself as Debenhams' chief
executive in return for providing funding, Daily Stock Dish
recounts.

He added that, on the basis of her evidence, it was clear Sports
Direct's argument that Debenhams preferred to deal with its
creditors over Mr. Ashley following its administration in April
"did not have legs", Daily Stock Dish notes.


WIN WIN: Three Directors Submit Claims Following Collapse
---------------------------------------------------------
Jasper Hart at Mobile News reports that three Win Win directors
have submitted claims they are owed money by the former dealer.

They are Andrew and Tracey Robinson (GBP51,186) and Zac Robinson
(GBP523,000), Mobile News discloses.

Nantwich mobile dealer Win Win Management has gone bust, owing
GBP3.34 million, Mobile News relates.

The biggest creditor is Chess Partner Services, which is owed
GBP1.7 million, Mobile News states.  Chess voted against a proposal
to have Win Win placed in a Company Voluntary Arrangement and has
put in a counterclaim against Win Win, which is now the subject of
litigation, Mobile News recounts.

Win Win, which was set up in August 2014, sold SIM-only contracts
connected to O2 through Chess, Mobile News discloses.

The company was the subject of scathing reviews on Facebook and
Trustpilot, with customers complaining of charges they had not
contracted for and contract periods they had not selected, Mobile
News relays.


ZEST FOOD: Seeks Rent Cuts Under Company Voluntary Arrangement
--------------------------------------------------------------
City A.M. reports that Zest Food, the owner of healthy eating brand
Tossed, is the latest casual dining chain to seek a company
voluntary arrangement (CVA) restructuring plan.

The company is asking landlords to agree to a combination of zero
rent and rent reduction arrangements as part of the rescue plan,
City A.M. discloses.

The healthy fast food chain said the the Vital Ingredient brand,
which it acquired last year, was trading "with a level of decline
that is significantly below our expectations", City A.M. relates.

"This has led to a restructuring of the whole becoming
unavoidable," City A.M. quotes Zest as saying.

No stores are expected to close in the short term, but all branches
will be converted to the Tossed brand, which Zest said remained in
growth, City A.M. notes.

According to City A.M., Zest managing director Neil Sebba said:
"The directors consider a CVA as the best way to protect the Tossed
brand, provide breathing space for the company, and provide strong
foundations on which the business can grow in the future.

"As part of this we are asking landlords to look at the rent that
we pay to ensure all the stores remain viable.

"Our proposals do not involve closing any stores in the short term,
and as such we seek to protect all our employees.

"However, they do require all landlords to accept a combination of
rent free and rent reductions to ensure their store remains part of
a viable estate set up for the long term."



                           *********


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.

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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                * * * End of Transmission * * *