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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, December 5, 2019, Vol. 20, No. 243

                           Headlines



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

ZITOPROMET: Bosnian Court Launches Bankruptcy Proceedings


F R A N C E

MOBILUX 2 SAS: S&P Alters Outlook to Positive & Affirms 'B' ICR
TEREOS SCA: S&P Cuts Sr. Unsec. Notes Rating to B+, Outlook Stable


G E R M A N Y

EISENMANN AG: National Machinery Nears Deal to Buy Business
HAPAG-LLOYD AG: S&P Alters Outlook to Positive & Affirms 'B+' ICR
NIDDA HEALTHCARE: Fitch Rates EUR860MM Sr. Sec. Debt Final 'B+'
THYSSENKRUPP AG: Presents New Strategy for Steel Business


G R E E C E

ELLAKTOR SA: S&P Affirms 'B' Issuer Rating on New Refinancing


I R E L A N D

ALME LOAN II: Fitch Assigns BB-(EXP) Rating to Cl. E-RR Debt
ANCHORAGE CAPITAL 3: S&P Assigns B- (sf) Rating to Class F Notes
BLACKROCK EUROPEAN IX: S&P Assigns B- (sf) Rating to Class F Notes
FINSBURY SQUARE 2017-2: Fitch Affirms CCCsf Rating on Cl. D Notes
SEAPOINT PARK: Fitch Assigns B-sf Rating to Class E Debt



I T A L Y

ASSET-BACKED EUROPEAN: Fitch Assigns BB+sf Rating to Class E Notes
BANCA CARIGE: Fitch Maintains CCC LT IDR on Rating Watch Positive
MOBY SPA: Seeks Two-Month Debt Payment Standstill with Lenders


L U X E M B O U R G

4FINANCE HOLDING: S&P Affirms 'B+' Long-Term ICR, Outlook Stable


N E T H E R L A N D S

ARES EUROPEAN XIII: S&P Assigns Prelim B- Rating to Class F Notes
MAGOI BV: Fitch Assigns B+(EXP) Rating to Class F Notes
VINCENT MIDCO: Moody's Assigns B3 CFR, Outlook Stable


N O R W A Y

SOLSTAD OFFSHORE: Reaches Deal with Creditors to Suspend Payments


R U S S I A

BANK ZENIT: Fitch Affirms BB LT IDR, Outlook Stable
PIK GROUP: S&P Alters Outlook to Positive & Affirms 'B+' ICR
URALSIB BANK: Fitch Upgrades LT IDR to BB-, Outlook Stable


S W E D E N

FLOATEL INT'L: Moody's Cuts CFR to Caa1; Alters Outlook to Neg.
VOLVO CAR: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Pos.


S W I T Z E R L A N D

GARRETT MOTION: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable


U K R A I N E

DTEK ENERGY: Fitch Upgrades LT IDR to B-, Outlook Stable


U N I T E D   K I N G D O M

ACTIVE SECURITIES: Enters Administration
CD&R FIREFLY: Moody's Affirms B2 CFR, Outlook Stable
ELVET MORTGAGES 2019-1: Fitch Assigns B-(EXP) Rating to Cl. F Debt
GVC HOLDINGS: Fitch Affirms BB+ LT IDR, Outlook Stable
LENDY: Investors to Recovery Less Money

SHOP DIRECT: Fitch Puts B LT IDR on Rating Watch Negative

                           - - - - -


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B O S N I A   A N D   H E R Z E G O V I N A
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ZITOPROMET: Bosnian Court Launches Bankruptcy Proceedings
---------------------------------------------------------
SeeNews reports that a Bosnian commercial court said it has
launched bankruptcy proceedings against Bijeljina-based bakery
products and grain manufacturer and trader Zitopromet.

The Bijeljina commercial court said in a statement filed with the
Banja Luka bourse on Dec. 2 the decision to launch the proceedings
was taken on Nov. 29, SeeNews relates.

According to SeeNews, the statement said all creditors are invited
to submit their claims against Zitopromet in the next 30 days.

The bankruptcy decision follows pre-bankruptcy proceedings which
were launched at Zitopromet in October after the company's trade
unions submitted a request with the Bijeljina court in June over
payment arrears, SeeNews relays.

According to SeeNews, the court statement said Zitopromet has not
been operational since November 2018.  It still has 113 registered
employees, SeeNews discloses.

The court also said that the company ended 2018 with a BAM2.7
million (US$1.5 million/EUR1.4 million) loss, while its accumulated
loss reached BAM6.2 million at the end of December, SeeNews
relates.

Zitopromet's business assets totalled BAM17.3 million at the end of
last year, while its total liabilities stood at BAM4.8 million,
including short-term debt to financial institutions, suppliers,
workers and the state, SeeNews discloses.

Earlier this year, Zitopromet's owner Slobodan Pavlovic said he was
still hoping to find a buyer for the troubled company, saying three
potential investors -- two form Bosnia and one from the US -- were
interested in the company, SeeNews recounts.

Zitopromet is based in Bijeljina in the Serb Republic, which
together with the Federation forms Bosnia and Herzegovina.



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

MOBILUX 2 SAS: S&P Alters Outlook to Positive & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook of Mobilux 2 S.A.S.
(Mobilux), parent of France-based furniture and electrical goods
retailer BUT S.A.S. (BUT), to positive from stable and affirmed the
'B' issuer credit rating and 'BB-' and 'B' issue ratings on the
company's revolving credit facility (RCF) and EUR380 million senior
secured notes respectively.

The outlook revision reflects S&P's view that Mobilux's operating
performance will remain positive.

S&P said, "Following the strong results for fiscal 2019 and
first-quarter fiscal 2020, we expect robust revenue and EBITDA
growth due to slightly lower competitive pressures and the
reorganization of the company's supply chain. Consequently, we
expect improved profitability and working capital management to
translate into S&P Global Ratings-adjusted leverage decreasing
below 4.5x, earnings before interest, taxes, depreciation,
amortization, and restructuring or rent costs (EBITDAR) coverage
above 1.7x and significantly positive FOCF. This growth will be
supported by like-for-like growth above 2%, as the company
continues to gain market share under its successful commercial
strategy, which includes the enhanced product offering and
strengthened omni-channel, and a slight easing of competitive
pressure. Indeed, we expect that Mobilux will benefit from the
closure of 32 stores by competitor Conforama in 2020, of which more
than half are within 10 kilometers of a BUT store. In addition, the
company has built a strong track record of market share gains in
the past 10 years. In 2018, BUT accounted for 14% of the French
furniture market, against 11% in 2013 and 9% in 2008. Considering
that BUT operates exclusively in France, a mature market with few
growth prospects, we view its ability to gain market share and
sustainably generate revenue growth as essential."

Mobilux's profitability will improve in fiscal 2020 as the largest
one-off costs related to the revamp of the supply chain and
logistics centers are phased out.

S&P said, "However, we understand that further supplementary
investments are necessary to complete the reorganization.
Therefore, we expect it to marginally weigh on profitability in the
short term before translating into a gradual improvement in
operational efficiency in the long term, with improved margins and
tighter control on working capital. Improved working capital
management has materialized in strong cash flow generation over the
past two years, contributing to cash inflows of EUR90 million in
fiscal 2018, EUR38 million in fiscal 2019, and EUR20 million for
first-quarter fiscal 2020. Although we recognize that inflows of
this scale can't be repeated year after year, we believe Mobilux
has further leeway over the next 12 months, contributing to our
expectation of positive FOCF."

The company's financial metrics improved significantly in fiscal
2019, supported by strong EBITDA growth (30% on a reported basis)
and more efficient working capital management.

S&P Global Ratings-adjusted leverage reached 4.6x in fiscal 2019,
down from 5.0x in fiscal 2018. S&P said, "We expect leverage will
continue to gradually decrease in the coming years to 4.5x in
fiscal 2020 and 4.4x in fiscal 2021. We also expect cash flow
metrics to be supported by improved profitability and working
capital management, although partially offset by continued
investment in supply chain and logistics reorganization.
Consequently, we forecast that reported FOCF will remain
significantly positive at about EUR20 million in fiscal 2020, down
from EUR46 million in fiscal 2019."

Mobilux's business resilience is constrained by its operating
leverage and exposure to a market that S&P sees as risky given its
relatively high item pricing and discretionary nature.

This makes the company vulnerable to a rapid decline in earnings if
there is an operating setback or a decline in demand, leading to
higher financial leverage. Although S&P views the company's
comfortable cash buffer, with EUR277 million of cash on balance
sheet in first-quarter fiscal 2020, as supportive, the uncertainty
regarding its usage weighs on overall credit quality.

S&P said, "The positive outlook reflects our view that Mobilux will
continue to show robust earnings growth and adequate cash flow
generation, driven by positive organic growth and an improved cost
structure. We anticipate that this will enable the company to
achieve adjusted debt to EBITDA below 4.5x, EBITDAR coverage above
1.7x, and significantly positive reported FOCF in the next 12
months.

"We could upgrade Mobilux if we saw a sustained improvement in the
group's credit metrics, underpinned by sustained like-for-like
revenue growth, continued improving gross and operating margins,
and significantly positive FOCF. An upgrade would be contingent on
adjusted debt to EBITDA below 4.5x, EBITDAR coverage above 1.7x,
and significantly positive FOCF above EUR15 million. A positive
rating action would also be contingent on a supportive financial
policy.

"We would revise the outlook to stable in the next 12 months if
Mobilux's FOCF were to approach neutral, its EBITDAR coverage
failed to improve, or its adjusted debt to EBITDA increased to 5x.
This could happen if the group's store portfolio underperforms, if
the current reorganization of the supply chain weighs on operating
efficiency and margins, or if the group's financial policy becomes
more aggressive, leading to the depletion of its comfortable cash
buffer."


TEREOS SCA: S&P Cuts Sr. Unsec. Notes Rating to B+, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings downgrades French sugar producer Tereos SCA to
'B+' from 'BB-' and lowered its issue rating on its senior
unsecured notes to 'B+' from 'BB-'.

S&P said, "We expect Tereos SCA's operating performance will
recover to a lesser extent than we previously expected.

"We anticipate recovery in EBITDA for fiscal 2020 (ending March 31,
2020) will not be sufficient to reach our December 2018 forecast of
an estimated at EUR500 million. The company's debt to EBITDA is
continuing on a downward trend, albeit less severe than expected,
decreasing to 8x (from 10.7x in fiscal 2019) compared with our
previous forecast of 5x. We anticipate debt to EBIDTA will improve
to about 6x in fiscal 2021. Tereos' slower recovery stems from both
global and European sugar prices remaining at levels below our
expectations. Low sugar prices of 12.5 cents per pound (/lb)
throughout 2019 negatively affected Tereos' Brazilian division.
There were signs of recovery in December 2018, as well as
anticipation of a price increase toward 13.5 cents/lb--almost equal
to the cost of production in Brazil--but this scenario did not
materialize. We foresee a similar scenario for Tereos' European
sugar division (slower recovery than expected), stemming from a
higher numbers of business-to-business contracts that do not fully
reflect the latest European price of more than EUR400 per ton.

"Although prices can be highly volatile, we expect continuing
strong earnings generation in Europe due to good demand prospects.
Tereos has sizeable ethanol activities in Europe and Brazil that
are benefiting from higher market prices. That said, the overall
share of ethanol produced by Tereos compared with sugar in Brazil
is lower than that of most rated peers. In Brazil, we understand
that Tereos is working to focus its blending mix on ethanol rather
than sugar to increase profitability, but this may take time.
Brazil's ambitious nationwide program (Renovabio), which will be
fully implemented from 2020, is also supporting ethanol prices in
the country, and will likely influence the global ethanol market.
In first-half fiscal 2019, we observed a price increase of up to
10% compared with the same period last year, mainly stemming from
increasing demand from Brazilian consumers requiring higher-blend
Ethanol in gasoline due to the increasing the proportion of
Brazilian cars with flex-fuel technology."

S&P foresees positive developments in the European ethanol market,
mainly stemming from a supportive change in EU regulation, and
recovering European sugar spot prices throughout 2019. Anticipation
of higher demand, driven by a change in regulation at European
level in terms of reducing greenhouse gas targets, have supported
prices in the European ethanol market. During the last 12 months,
European spot prices reached EUR679 per cubic meter, an increase of
35% compared with close to EUR500 per cubic meter on average last
year. There are many positive factors that will drive demand up in
the coming years, such as new mandatory blending targets for E-10
gasoline in countries such as France or Germany, more consumers
switching to E-85 gasoline due to economic reasons, and further EU
member states (Netherlands, Hungary, and Lithuania) introducing
E-10 gasoline in their domestic markets. In the European sugar
market, we have observed a positive trend, with the Western Europe
spot price increasing to over EUR450 per ton from about EUR350 per
ton a year ago. Therefore, S&P considers that Tereos' EBITDA should
benefit in second-half fiscal 2020 from this higher price that will
be reflected in contracts negotiated with large customers
throughout last summer.

The group appears to be well funded for its day-to-day operations
and has sufficient banking lines to repay EUR250 million of bonds
maturing in March 2020. S&P said, "We believe that the group holds
sufficient cash in its Brazilian operations and has sufficient
undrawn committed credit lines in Europe to fund its large working
capital and large capital expenditure (capex) needs for the next 12
months. The ETEA transaction strengthened the company's liquidity
position, and enabled the company to cash in EUR215 million of
proceeds after closing of the deals with the Frandino family. We
consider the available EUR225 million backup facility, which can be
used at any time without risking triggering any covenants with its
core banks, as positive for the rating. As the group will have to
repay the remaining EUR250 million outstanding amount on its 2020
EUR500 million bonds in March 2020, we consider it positive that
the group has replenished its level of undrawn credit lines."

Free operating cash flow generation (FOCF) should remain negative
this year and next, meaning net debt levels are unlikely to
decrease significantly for now. Tereos' activities are all working
capital and capex intensive, with low earnings generated by
operations over the past two years resulting in negative FOCF. S&P
said, "We think this is a weakness for the rating because the group
is not self-funded and remains highly reliant on its banks. That
said, we understand that total capex programs should decrease in
fiscal 2020 to about EUR420 million annually versus more than
EUR435 million last year. However, we understand that the group is
continuing to modernize its manufacturing footprint in order to
capture profitable growth once the cycle has turned. FOCF
generation is projected to be highly negative this year due to a
large working capital outflow resulting from a rebound in sugar
prices and its impact on inventory. That said, FOCF should improve
next year thanks to higher earnings. We also believe that the group
could be able to sell nonstrategic assets (as shown in the recent
ETEA transaction) to reduce net debt, which would enable it to
improve its financial ratios when there are large swings in sugar
and ethanol prices."

S&P said, "The stable outlook reflects our view that Tereos' credit
metrics will improve gradually over the next 12 months, supported
in the short term by strong earnings from its ethanol business and
much higher earnings in its European sugar division. We would view
adjusted debt of 5x-6x and EBITDA interest coverage of about 3x as
commensurate with the current rating.

"The stable outlook also reflects our view that Tereos will
continue to prudently manage its liquidity, specifically its large
working capital needs, upcoming debt maturities, and financial
covenants headroom.

"We could consider a downgrade should we view the group's business
model as weakening, notably if profitability remains volatile
despite the group's geographic and product diversification and a
more flexible sugar beet payment mechanism for farmers. In
addition, we would view any sizeable deterioration of the group's
liquidity position because of, for example, weaker financial
covenants management and weaker access to bank lines, as negative.

"We could raise the ratings if we see a sharp and sustained
increase in both European and Brazilian sugar operations'
profitability in the next 12-18 months, while its starch and
sweetener (S&S) division continues to gradually improve its
profitability."

This could materialize if higher market prices for global and
European sugar are sustained over the next 18 months at a level
clearly above the cost of production. This would require global
sugar prices of about 14 cents/lb and European sugar prices of
about about EUR400 per ton. In terms of credit metrics, Tereos
would have to generate adjusted debt of less than 5x and EBITDA
interest coverage above 3x.

S&P would also assume stable earnings from ethanol operations in
Brazil and S&S operations, which have better market conditions than
sugar.




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G E R M A N Y
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EISENMANN AG: National Machinery Nears Deal to Buy Business
-----------------------------------------------------------
Christoph Rauwald at Bloomberg News, citing Automobilwoche, reports
that National Machinery Industry Corp. is nearing a deal to buy
insolvent German machinery maker Eisenmann AG.

According to Bloomberg, Automobilwoche said the transaction will be
handled via the Chinese state-owned company's German subsidiary AE
Industry if final details including a one-year job guarantee can be
agreed upon.

HAPAG-LLOYD AG: S&P Alters Outlook to Positive & Affirms 'B+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on German Container Liner
Hapag-Lloyd AG to positive from stable and affirmed its 'B+'
long-term issuer credit rating and 'B-' issue rating on the
company's senior unsecured debt.

Hapag-Lloyd will achieve higher EBITDA this year despite sluggish
global demand and trade volumes. In the first nine months of 2019,
Hapag-Lloyd reported EBITDA (pre-International Financial Reporting
Standards [IFRS] 16) of EUR1.17 billion, which represents a
significant improvement compared with EUR812 million in the first
nine months of 2018. S&P said, "Under our base case, we expect this
positive trend will continue toward year-end 2019, with reported
EBITDA (pre-IFRS16) of EUR1.5 billion-EUR1.6 billion for the full
year. This is well above the EUR1.14 billion reported in 2018 and
moderately better than our previous forecast of close to EUR1.5
billion. Two main factors support the company's earnings
improvement. In the first nine months of 2019, Hapag-Lloyd achieved
about 4% higher freight rates year on year.This could indicate
relatively healthy pricing discipline among container liners, which
is particularly important in times of sluggish demand. We note that
global container trade growth is slowing toward low-single-digit
rates, with Hapag-Lloyd increasing its transported volumes by only
2%-3% compared with 2018 (on a like-for-like basis excluding the
effect of the liner's conscious decision to downsize its intra-Asia
footprint this year). The company has also trimmed operating
expenses supporting its profitability."

Hapag-Lloyd's ability to steadily reduce unit costs and recover
low-sulfur fuel price inflation could stabilize earnings in
2020-2021. Hapag-Lloyd's ability to realize operational
efficiencies and steadily reduce unit costs, effectively integrate
acquired liners (for example, United Arab Shipping Co. was
integrated five months after the transaction closed), unlock fleet
and route optimization synergies from acquisitions, and achieve
slot cost advantages mitigate the company's earnings' volatility to
some extent. S&P said, "We note that Hapag-Lloyd has identified
further cost savings of $350 million-$400 million under its
"Strategy 2023" that we believe management will likely realize,
given its successful track record. Factoring into our forecast
Hapag-Lloyd's continued tight rein on cost control, we anticipate
relatively stable EBITDA generation over 2020-2021. That said our
base case remains susceptible to Hapag-Lloyd's consistent ability
to pass fuel-cost inflation to customers, as the industry shifts to
the new regulation under IMO 2020 requiring the use of more
expensive compliant fuel."

IMO 2020 regulation setting a 0.5% fuel-sulfur content cap will
likely mean fuel bills increase from January 2020. This means that
all container liners must seek to recover cost inflation. The
consolidation that has reshaped the container shipping industry,
with the top-five players holding about 65% market share in 2018
compared with about 30% 15 years ago, should normally lead to
disciplined tariff setting and allow healthy profitability during
the transition period and beyond. Nevertheless, the risk exists
that some players might aspire to expand their market share at the
expense of profitable rates, as the industry copes with fuel-cost
inflation.

The company has the capacity to deleverage and increase headroom
under the improved credit measures for potential operational
underperformance and unforeseen setbacks. Under S&P's base-case,
Hapag-Lloyd's operating cash flows could outpace low capex
requirements, which are thanks to the well-invested and competitive
asset base, in 2020. The company's FOCF generation capacity creates
scope for a further net debt reduction, which would provide more
financial leeway under the improved credit measures for potential
operational underperformance and unforeseen setbacks, while
maintaining adjusted FFO to debt above 20% over the next two years.
S&P said, "This ratio is within our thresholds for the higher 'BB-'
rating. At the same time, we would view such increased financial
flexibility as critical for an upgrade. Under our base-case
forecast, we believe Hapag-Lloyd could achieve adjusted FFO to debt
of 20%-23% over 2019-2020, which is at the low end of the financial
profile range consistent with the higher rating."

Rising fuel prices, the inability to recover IMO 2020-related
bunker cost inflation, and cooling economic growth pose risks. S&P
said, "We realize that the shipping industry is tied to cyclical
supply-and-demand conditions and that the company's 2019 EBITDA
performance might not be sustainable. We forecast only moderately
lower reported EBITDA (pre-IFRS16) of about EUR1.4 billion in 2020
and a similar number in 2021, compared with EUR1.5 billion-EUR1.6
billion in 2019. Nevertheless, there are factors that separately or
combined pose risks to our base case and Hapag-Lloyd's ability to
sustain improved credit measures. We note that shipping companies
face potential risks including the higher oil prices due to
geopolitical tensions; being unable to fully pass through IMO
2020-related bunker cost inflation; and cooling economic growth
from ongoing trade conflicts, which might depress trade volumes
more than we forecast. Therefore, we consider a key challenge for
Hapag-Lloyd will be turning the strength of its credit measures
into lasting value." This will depend on the company's ability to
continue lowering unit costs to counterbalance the industry's
volatility.

Maintaining prudent financial policy and continuing to lower debt,
underpinned by balanced investment decisions, is a critical and
stabilizing factor of credit quality. The company has stated its
intention to maintain its net debt to EBITDA (pre-IFRS16) target
below 3.5x, compared with 3.2x achieved in the 12 months ending
Sept. 30, 2019, while coping with operational headwinds. S&P said,
"This compares with our base-case projection of adjusted debt to
EBITDA staying at about 3.5x over the next two years. Given our
below 4.0x leverage guideline for an upgrade, our forecast points
to limited debt capacity under the potential higher 'BB-' rating.
Our forecast is based on the assumption that Hapag-Lloyd will
continue deleveraging and post S&P Global Ratings-adjusted debt
(including IFRS16 effects and excluding cash) of EUR6.9 billion in
2019 and EUR6.4 billion in 2020, compared with EUR7.2 billion in
2018."

Hapag-Lloyd's business profile remains constrained by the shipping
industry's high risk and capital intensity. S&P said, "Although we
recognize Hapag-Lloyd's enhanced operating efficiency, decreased
unit costs, and improved profitability (defined by absolute EBITDA
margin/return on capital levels and volatility of these measures)
over the past few quarters, we do not consider this track record to
be sufficiently long to revise our assessment of the business risk
profile upward at this point." This is most importantly because it
does not capture any major cyclical downturn. The company's
profitability remains susceptible to the industry's cyclical
swings, high exposure to fluctuations in running costs, and limited
ability to quickly adjust operating base to falling demand and
freight rates. That said, as the fifth-largest player in the
industry in terms of capacity, Hapag-Lloyd benefits from a large,
fairly new, and diverse fleet, and strong customer diversification.
The company operates globally through a broad and strategically
located route network that helps it ride out regional downturns.
S&P said, "We believe that significant consolidation in the
container liner industry over recent years could help Hapag-Lloyd
to achieve consistently less volatile profits through the industry
cycle. We also consider the company's ability to continue reducing
the cost per container transported, demonstrated by a strong track
record of outperforming its cost-reduction targets."

The positive outlook reflects a one-in-three likelihood that S&P
could upgrade Hapag-Lloyd over the next 12 months.

S&P said, "We could raise the rating if we believed that
Hapag-Lloyd would maintain adjusted FFO to debt of more than 20%,
which is our threshold for a 'BB-' rating. This would be contingent
on generally improved pricing discipline in the container shipping
industry, allowing Hapag-Lloyd to largely pass through higher IMO
2020 compliance-related fuel expenses, and the company's continued
allocation of discretionary cash flow to debt reduction. Given the
industry's inherent volatility, an upgrade would also depend on
Hapag-Lloyd's ability to structurally reduce debt and achieve an
ample cushion under the credit measures for potential fluctuations
in EBITDA, combined with stronger liquidity.

"Furthermore, we would need to be convinced that management's
financial policy does not allow for significant increases in
leverage compared with current lowered levels. This means that the
company will not embark on any unexpected significant debt-financed
fleet expansion and that shareholder remuneration will remain
prudent.

"We would revise the outlook to stable if Hapag-Lloyd's earnings
weakened, due to, for example, much lower trade volumes than we
anticipate, deteriorated freight rate conditions, and the inability
to offset fuel-cost inflation because of ineffective pass through
efforts or a failure to realize cost efficiencies. This would mean
adjusted FFO to debt deteriorated to less than 20%, with limited
prospects of improvement.

"An outlook revision to stable would also be likely if we noted any
unexpected deviations in terms of financial policy that would
prevent credit measures remaining consistent with a higher rating."

NIDDA HEALTHCARE: Fitch Rates EUR860MM Sr. Sec. Debt Final 'B+'
----------------------------------------------------------------
Fitch Ratings assigned Nidda Healthcare Holding GmbH's new term
loan E of EUR260 million and a tap issue of EUR600 million to the
existing senior secured note of EUR735 million, all due in 2024, a
final senior secured rating of 'B+' with a Recovery Rating of
'RR3'. The proceeds are being used to fund the acquisitions of
Takeda and Walmark and for general corporate purposes.

The assignment of the final instrument ratings is in line with the
expected ratings (assigned on November 11, 2019), given that the
final terms were broadly consistent with the draft finance
documentation.

Nidda is an acquisition vehicle, which together with its parent
company Nidda BondCo GmbH (B/Stable), acquired Stada Arzneimittel
AG (Stada), the Germany-based manufacturer of generic
pharmaceutical and branded consumer healthcare products. The new
debt ranks pari passu with Nidda's existing senior secured
acquisition debt.

KEY RATING DRIVERS

Rating Neutral Impact of Acquisitions: Fitch projects a rating
neutral impact from the acquisitions of Takeda's Russian/CIS drug
portfolio and Walmark a.s. The acquisitions will reinforce Stada's
marketing and distribution capabilities in central and eastern
Europe (CEE) and the CIS, given the company's growing consumer
business. The transaction is margin-accretive in the medium-term
due to a compatible profile of new assets by product and geography.
It will offer volume and cost-based productivity improvements and
balance the incremental debt used to fund these acquisitions.

Improved Operating Outlook: Stada's operating performance in 2019
will likely exceed its previous expectations of revenue and EBITDA,
by growing at least 10%, and to above a (Fitch-defined) 25%,
respectively. As the company develops its product portfolio and
implements its cost-improvement strategy, in combination with
incremental earnings contribution from the latest acquisitions,
Fitch projects sales will exceed EUR3 billion and EBITDA margins to
strengthen toward 27% by 2022. This will be driven by growth in the
organic product portfolio, new product launches, additions of drug
IP rights, and further cost-streamlining measures, which in its
view will provide a sustainable positive impact on Stada's
operations.

Deleveraging Potential: Stada's improved operating performance
offers scope for accelerated deleveraging. Fitch estimates funds
from operations (FFO)-adjusted gross leverage could decline toward
6.5x by 2022 (from 8.6x in 2018) - below its 7.0x threshold for a
positive rating action. Fitch also projects a material decline to
7.3x in 2019 versus a previously estimated 8.4x following Stada's
buoyant trading performance relative to its prior rating case
projections.

Aggressive Financial Policy: The sponsors' entirely debt-funded
asset development strategy and the absence of commitment to
de-leverage will likely disrupt the company's deleveraging path,
with FFO- adjusted gross leverage estimated to remain between 7.0x
and 8.0x in the medium term. This results in high but manageable
refinancing risk in light of the below-average sector risk
profile.

Good Cash Flow Generation: Fitch regards Stada's healthy FCF as a
strong mitigating factor to the company's leveraged balance sheet,
which supports the 'B' IDR. Despite growing trade working capital
and capex requirements, Fitch expects sizeable and sustainably
positive FCF in excess of EUR100 million and robust mid-to-high
single-digit FCF margins, due to volume- and cost-driven EBITDA and
FFO expansion. Such solid cash flow generation could allow the
company to accommodate further product IP right acquisitions of
EUR100 million-EUR200 million a year and to repay its legacy debt
by 2022.

Latent M&A Risk: The IDR reflects the possibility of further
debt-funded acquisitions as Stada actively screens the market for
suitable product and business additions. Any material transactions
would represent event risk, possibly leading to re-leveraging that
may put the ratings under pressure. Larger M&A transactions in
excess of EUR200 million-EUR250 million are, in its view, likely to
be funded with incremental debt given the ample liquidity headroom
available under a committed fully undrawn revolving credit facility
(RCF) of EUR400 million, and a permitted indebtedness cap under the
company's financing agreement.

Supportive Generics Market: The ratings reflect positive long-term
demand fundamentals for the European generics market and generally
supportive reimbursement schemes as governments and national
regulators address rising healthcare costs. Given limited overall
generic penetration in Europe compared with the US, Fitch sees
continued structural growth opportunities, further reinforced by
increasing introduction of biosimilars. Stada's well-established
market position in core geographies allows the company to take
advantage of positive sector trends.

Challenged Consumer Healthcare Market: Several big pharma issuers
are refocusing their portfolios towards innovation-driven medicines
and exiting consumer-driven healthcare markets, as the fragmented
sector rapidly consolidates due to the growing importance of scale
in response to persisting price pressures and online competition.
While Stada remains a regional player, Fitch sees strong industrial
logic behind its acquisitions, which would allow the company to
fortify it product portfolio with established local branded OTC
products and strengthen its consumer outreach.

DERIVATION SUMMARY

Fitch rates Nidda BondCo according to its global rating navigator
framework for pharmaceutical companies. Under this framework, the
company's generic and consumer business benefits from satisfactory
diversification by product and geography, with a healthy exposure
to mature, developed and emerging markets. Compared with more
global industry participants, such as Teva Pharmaceutical
Industries Limited (BB-/Negative), Mylan N.V. (BBB-/RWP) and
diversified companies, such as Novartis AG (AA-/Stable) and Pfizer
Inc. (A/Negative), Nidda BondCo's business risk profile is affected
by the company's European focus. High financial leverage is a key
rating constraint, compared with international peers', and this is
reflected in the 'B' rating.

In terms of size and product diversity, Nidda BondCo ranks ahead of
other highly speculative sector peers such as Financiere Top Mendel
SAS (Ceva Sante, B/Stable), IWH UK Finco Limited (Theramex,
B/Stable) and Cheplapharm Arzneimittel GmbH (Cheplapharm,
B+/Stable). Although geographically concentrated on Europe, Nidda
BondCo is nevertheless represented in developed and emerging
markets. This gives the company a business risk profile consistent
with a higher rating. However, its high financial risk, with
FFO-adjusted gross leverage projected above 7.0x in 2019-2020 and
deleveraging potential toward 6.5x by 2022, is more in line with a
weak 'B-' rating that is only supported by solid FCF. This is
comparable with Ceva Sante's 'B' IDR, balancing high leverage with
high intrinsic cash flow generation, due to stable and profitable
operations, and deleveraging potential.

In contrast, smaller peers such as Theramex is less aggressively
leveraged at 5.0x-6.0x. However, it is exposed to higher product
concentration risks. Cheplapharm's IDR of 'B+' reflects contained
leverage metrics, strong operating profitability and FCF
generation, which neutralise the company's somewhat lack of scale
and higher portfolio concentration risks.

KEY ASSUMPTIONS

  - Sales CAGR of 5.7% for 2018-2022, due to volume-driven growth
of legacy product portfolio, new product launches, acquisition of
IP rights and business additions;

  - Fitch-adjusted EBITDA margin improving towards 27% by 2022 from
23.6% in 2018, supported by revenue growth, further cost
improvements and synergies realised from the latest acquisitions

  - Capex to rise at 5%-6% p.a. versus previously assumed 4%-4.5%,
due to higher production volumes

  - M&A around EUR100 million each in 2019 and 2020, in addition to
the latest acquisitions of EUR760 million by 1Q20. Thereafter
product in-licencing and further product IP rights additions
estimated at EUR200 million a year

  - Incremental senior secured debt drawdown of EUR860 million in
1Q20

  - Liability to non-controlling shareholders maintained at EUR3.82
gross per share resulting in around EUR15 million in payment, which
Fitch classifies as preferred dividend

  - Stada's legacy debt (mainly a EUR267 million outstanding 1.75%
bond due 2022) to be repaid at maturity

Recovery Assumptions

  - Nidda BondCo GmbH would be considered a going concern in
bankruptcy and be reorganised rather than liquidated.

  - Fitch has maintained a discount of 30%, which Fitch has applied
to a Fitch-estimated EBITDA as of December 2019 of EUR650 million
with pro-forma adjustments for the acquisitions estimated at EUR55
million and excluding the annual cost of capital leases estimated
at approximately EUR2 million. This leads to a post-restructuring
EBITDA of around EUR490 million. This is the EBITDA level that
would allow Nidda BondCo GmbH to remain a going-concern in the
near-term.

  - As previously Fitch applies a distressed enterprise value
(EV)/EBITDA multiple at 7.0x.

Based on the payment waterfall, with the RCF of EUR400 million
assumed fully drawn in the event of default, Fitch assumes Stada's
senior unsecured legacy debt (at operating company level), which is
structurally the most senior, will rank pari passu with the senior
secured acquisition debt, including the term loans and the senior
secured notes. The new senior secured debt of EUR860 million will
rank pari passu with the existing senior secured term loans and
notes. Senior notes at Nidda BondCo level will rank below the
senior secured acquisition debt.

Therefore, after deducting 10% for administrative claims, its
waterfall analysis generates a ranked recovery for the new senior
secured debt in the 'RR3' category, leading to a 'B+' rating. The
waterfall analysis output percentage on current metrics and
assumptions is 65%.

Senior debt remains at 'RR6' with 0% expected recoveries. This is
unaffected by the latest acquisitions. The 'RR6' band indicates a
'CCC+' instrument rating, two notches below the IDR.

RATING SENSITIVITIES

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

  - Sustained strong profitability (EBITDA margin in excess of 25%
and FCF margin consistently above 5%

  - Reduction in FFO-adjusted gross leverage to below 7.0x, or
FFO-adjusted net leverage toward 6.0x

  - Maintaining FFO adjusted fixed charge cover at close to 3.0x

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

  - Inability to grow the business and realise cost savings in line
with strategic initiatives, resulting in pressure on profitability
and FCF margins turning negative

  - Failure to de-leverage to below 8.5x on FFO-adjusted gross
basis, or toward 7.5x FFO-adjusted net basis

  - FFO fixed charge cover weakening to below 2.0x

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch projects a comfortable year-end cash
position of EUR125 milion-EUR200 million until 2022, supported by
healthy FCF generation. Organic cash flows would accommodate EUR100
million-EUR200 million of annual M&A activity and cover maturing
legacy debt at Stada. Fitch projects, however, an RCF drawdown of
EUR200 million in 2022 - out of the committed EUR400 million
available - to redeem its EUR267 million bond and to keep readily
available cash position above EUR100 million.

For the purpose of liquidity calculation Fitch has deducted EUR2
million-EUR3 million of cash held in China and a further EUR100
million as minimum operating cash, which Fitch increases gradually
to EUR120 million by 2022 as the business gains scale.

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.

THYSSENKRUPP AG: Presents New Strategy for Steel Business
---------------------------------------------------------
Tom Kackenhoff and Christoph Steitz at Reuters report that ailing
conglomerate Thyssenkrupp has worked out a new strategy for the
group's steel business, a leading labor representative said on Dec.
3, adding the roadmap included significant investments but also
restructuring steps.

According to Reuters, the strategy paper was presented to the
supervisory board of Thyssenkrupp Steel Europe on Dec. 3, following
labor protests at the division's headquarters in Duisburg, in the
heart of the Ruhr area, Germany's industrial heartland.

The unit's future hangs in the balance after a deal to combine it
with the European division of Tata Steel collapsed earlier this
year, forcing management to announce the reduction of 2,000 out of
the unit's total 27,000 jobs, Reuters states.

Knut Giesler, who leads the powerful IG Metall union in North
Rhine-Westphalia, where Thyssenkrupp is based, said the new plans,
which were kept under wraps, would be assessed by workers and be
discussed with management, Reuters relates.

Mr. Giesler, as cited by Reuters, said workers had won time, as a
far-reaching employment protection scheme, which was due to run out
at the end of the year, would be extended by at least three
months.

The group had earlier said there was limited scope for additional
funds for Steel Europe in light of Thyssenkrupp's stretched balance
sheet, which is aching under EUR12.7 billion (US$14 billion) of
debt and pension liabilities, Reuters notes.

Thyssenkrupp AG is a German multinational conglomerate with focus
on industrial engineering and steel production.




===========
G R E E C E
===========

ELLAKTOR SA: S&P Affirms 'B' Issuer Rating on New Refinancing
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long- and short-term ratings
on Greek infrastructure company Ellaktor S.A., and assigned its 'B'
issue rating to the proposed notes.

Ellaktor's deleveraging depends on the group's ability to
successfully execute its transformation strategy. The affirmation
reflects Ellaktor's continued exposure to the weak profitability
and losses in the construction segment and the significant capital
expenditure (capex) to perform in relation to the wind park
portfolio. In the medium term, however, we believe margins should
improve, as the group adopts a more selective approach to
profitable construction projects and the wind parks reach full
installed capacity. More than 90% of its portfolio is set to
receive favorable fixed tariffs, which underpins the increasing
contribution of this segment to the group's future deleveraging
path.

Recent restructuring and prudent financial management set to drive
improvements over the next 12-24 months. S&P said, "We believe
Ellaktor's proposed refinancing improves the company's liquidity
and debt maturity profile, given the notes' 2024 maturity. We think
the refinancing, together with the recent restructuring initiatives
to strengthen corporate governance and financial policy, should
support indebtedness control. In our base case, we forecast that
Ellaktor's ratios will improve over 2020-2021 on the back of higher
cash flow generation in concessions. We expect weaker performance
in the construction sector to be offset in part by contributions
from the wind farms. As a result, we expect the S&P Global
Ratings-adjusted debt to EBITDA to fall to 5.0x over 2020-2021 from
8.5x at year-end 2018, and FFO to debt to strengthen to around 10%
from 3% in 2018."

Business transformation is under way but still in the early phases.
S&P said, "We believe the company is still in an intermediary phase
of transforming the business and some uncertainty about the
company's ability to generate consistent operating margins and
reduce leverage remains. Since 2018, the company has implemented a
series of changes to improve the health of the construction
business and shift the group's focus to the core
activities--concessions, renewables, and environment--in Greece as
well as in selective markets abroad. Ellaktor is in the second year
of its new approach, and signs of operating performance improvement
have already materialized in 2019, including limited losses in its
construction segment. However, we see some uncertainty regarding
this segment's future profitability and the impact on the group's
consolidated metrics."

Growth in the core business will be the key for sustainable
profitability, although not without risks. S&P expects that the
Concessions and Renewables businesses will spur the group's
operational and financial performance going forward. These segments
have shown strong and sustainable profitability since 2014, with
EBITDA margins above 60% (excluding the Moreas toll road), thanks
to the stability in long-term concession contracts and renewable
offtake agreements. The Concession segment has seen solid traffic
growth through 2018 and the first nine months of 2019, between
4%-5% on each period, sitting on the economic recovery in Greece.
While the improved economy is positive for the group's growth, the
prospects of new tenders or extension of the group's current
contracts has yet to be seen. The Renewables sector should increase
its cash flow contribution to the combined group as the wind parks
become fully operational. By the end of 2020, the installed
capacity will have increased to 579 megawatt (MW) from the current
296MW. Meanwhile, there is still exposure to completion risk of the
capex program to raise the installed capacity.

S&P said, "The stable outlook reflects our view that Ellaktor's
credit metrics will continue to recover, with debt to EBITDA
decreasing to close to 5x and FFO to debt improving to around 10%
in 2020. We assume that the group will maintain strong traffic
growth in its toll road concessions in Greece and will complete the
current investment plan on wind park. At the same time, we expect
that the group should be able to limit the losses in the
construction segment because of a more selective approach to
projects and financial policy.

"We could downgrade Ellaktor if it materially underperforms our
forecasts and its debt leverage remains high, while cash flow
generation is depressed. This could be the result of further
material losses at the construction segment or inability to
commission its wind park portfolio under construction by 2020.

"We could raise our rating on Ellaktor if we expect that its
financial leverage, measured as debt to EBITDA, will improve
sustainably below 5x while the company maintains adequate liquidity
as a result of the successful implementation of its transformation
strategy."




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

ALME LOAN II: Fitch Assigns BB-(EXP) Rating to Cl. E-RR Debt
------------------------------------------------------------
Fitch Ratings assigned ALME Loan Funding II D.A.C expected
ratings.

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

RATING ACTIONS

ALME Loan Funding II DAC

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

Class B-1-RR; LT AA+(EXP)sf Expected Rating

Class B-2-RR; LT AA+(EXP)sf Expected Rating

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

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

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

TRANSACTION SUMMARY

Alme Loan Funding II DAC is a cash flow CLO of mainly European
senior secured obligations. Net proceeds from the issuance is being
used to redeem the old notes with a new identified portfolio
comprising the existing portfolio, as modified by sales and
purchases conducted by the manager.

The portfolio is managed by Apollo Management International. The
CLO envisages a 1.1-year reinvestment period and a 5.8-year
weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B' category. The weighted average
rating factor (WARF) of the identified portfolio calculated by
Fitch is 32.47, below the indicative maximum covenant for assigning
expected ratings of 35.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Recovery prospects for these assets are
typically more favourable than for second-lien, unsecured and
mezzanine assets. The weighted average recovery rating (WARR) of
the identified portfolio calculated by Fitch is 69%, above the
minimum indicative covenant for assigning expected ratings of
68.3%.

Diversified Asset Portfolio: The covenanted maximum exposure to the
top 10 obligors or assigning the expected ratings is 20% of the
portfolio balance. The transaction also includes various
concentration limits, including the maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management: The transaction features a 1.1 year
reinvestment period and includes reinvestment criteria similar to
other European transactions'. Fitch's analysis is based on a
stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

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

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to three notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to four notches for the rated notes.

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

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

ANCHORAGE CAPITAL 3: S&P Assigns B- (sf) Rating to Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Anchorage Capital
Europe CLO 3 DAC's class A, B-1, B-2, C, D, E, and F notes. The
issuer also issued unrated subordinated notes.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will pay semiannually.

The portfolio's reinvestment period ends approximately
four-and-a-half years after closing, and the portfolio's maximum
average maturity date will be eight-and-a-half years after
closing.

S&P's ratings reflect its assessment of:

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

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

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

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

-- The transaction's counterparty risks, which are mitigated and
in line with S&P's counterparty rating framework.

  Portfolio Benchmarks
                                                      Current
  S&P weighted-average rating factor                  2,656
  Default rate dispersion                             494
  Weighted-average life (years)                       5.72
  Obligor diversity measure                           86.79
  Industry diversity measure                          18.48
  Regional diversity measure                          1.47

  Transaction Key Metrics
                                                      Current
  Total par amount (mil. EUR)                         400
  Defaulted assets (mil. EUR)                         0
  Number of performing obligors                       107
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                     0
  Covenanted 'AAA' weighted-average recovery (%)      37.05
  Covenanted weighted-average spread (%)              3.50
  Covenanted weighted-average coupon (%)              4.25

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

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.50%, the covenanted
weighted-average coupon of 4.25%, and the covenanted
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category. Our credit and cash
flow analysis indicates that the available credit enhancement for
the class B to E notes could withstand stresses commensurate with
higher rating levels than those we have assigned. However, as the
CLO will be in its reinvestment phase starting from closing, during
which the transaction's credit risk profile could deteriorate, we
have capped our ratings assigned to the notes."

  Credit And Cash Flow Results
  Class  Rating  Sub (%)  Min. BDR  SDR      Cushion
  A      AAA     38.00    68.42%    65.37%   3.05%
  B-1    AA      28.50    66.39%    57.15%   9.24%
  B-2    AA      28.50    66.39%    57.15%   9.24%
  C      A       22.00    60.61%    51.26%   9.35%
  D      BBB     15.50    51.64%    45.27%   6.37%
  E      BB-      9.50    37.19%    33.78%   3.41%
  F      B-       7.00    27.94%    27.62%   0.32%

BDR--Break-even default rate.
SDR--Scenario default rate.

S&P said, "We consider that counterparty replacement and remedy
mechanisms adequately mitigate the transaction's exposure to
counterparty risk under our current counterparty criteria.

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our final ratings are
commensurate with the available credit enhancement for the class A,
B-1, B-2, C, D, E, and F notes."

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and is managed by Anchorage Capital
Group LLC.

  Ratings List

  Class  Rating    Amount   Interest rate*
                 (mil. EUR)  
  A      AAA (sf)  248.00   Three/six-month EURIBOR plus 0.92%
  B-1    AA (sf)   16.00    Three/six-month EURIBOR plus 1.60%
  B-2    AA (sf)   22.00    2.2%
  C      A (sf)    26.00    Three/six-month EURIBOR plus 2.40%
  D      BBB (sf)  26.00    Three/six-month EURIBOR plus 3.80%
  E      BB- (sf)  24.00    Three/six-month EURIBOR plus 6.04%
  F      B- (sf)   10.00    Three/six-month EURIBOR plus 8.77%
  Sub    NR        39.28    N/A

*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.

NR--Not rated.

N/A--Not applicable.


BLACKROCK EUROPEAN IX: S&P Assigns B- (sf) Rating to Class F Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to the class A to F
European cash flow collateralized loan obligation (CLO) notes
issued by BlackRock European CLO IX DAC. The issuer also issued
unrated subordinated notes.

The ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

S&P said, "Under the transaction documents, the rated notes pay
quarterly interest unless a frequency switch event occurs.
Following this, the notes will permanently switch to semiannual
payments. We note that the interest amount from the semiannual
obligations will not be trapped in the interest smoothing account
for so long as any of the following apply: (i) the aggregate
principal amount of the semiannual obligations is less than or
equal to 5% or (ii) the aggregate principal amount of the
semiannual obligations is less than or equal to 20%, the class F
interest coverage ratio is equal to or greater than 105% (excluding
any payments from semiannual obligations), and the class F par
value test is satisfied. The portfolio's reinvestment period ends
approximately four-and-a-half years after closing.

"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. Therefore, we have conducted our credit and cash
flow analysis by applying our criteria for corporate CDOs (see
"Global Methodology And Assumptions For CLOs And Corporate CDOs,"
published on June 21, 2019). As such, we have not applied any
additional scenario and sensitivity analysis when assigning ratings
to any classes of notes in this transaction.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), the
reference weighted-average coupon (4.75%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. The transaction also benefits from a EUR60 million
interest cap with a strike rate of 2% until December 2025, entered
between the issuer and NatWest Markets PLC, and reducing interest
rate mismatch between assets and liabilities in a scenario where
interest rates exceed 2%. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category. Because the portfolio is being ramped, we have
relied on its indicative spreads and recovery rates. Our credit and
cash flow analysis indicates that the available credit enhancement
for the class B to F notes could withstand stresses commensurate
with higher ratings than those we have assigned. However, as the
CLO will be in its reinvestment phase starting from closing, during
which the transaction's credit risk profile could deteriorate, we
have capped our ratings assigned to the notes.

"Under our structured finance ratings above the sovereign criteria,
we consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned rating levels.

"Until the end of the reinvestment period on June 15, 2024, the
collateral manager is allowed to substitute assets in the portfolio
for so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager can, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

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

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

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and will be managed by BlackRock
Investment Management (UK) Ltd.

  Ratings List

  BlackRock European CLO IX DAC    
  Class  Rating    Amount    Sub(%)   Interest rate
                 (mil. EUR)
  A      AAA (sf)  250.00    37.50    Three/six-month EURIBOR
                                         plus 0.90%
  B      AA (sf)   40.00     27.50    Three/six-month EURIBOR
                                         plus 1.55%
  C      A (sf)    28.00     20.50    Three/six-month EURIBOR
                                         plus 2.40%
  D      BBB (sf)  22.00     15.00    Three/six-month EURIBOR
                                         plus 3.60%
  E      BB- (sf)  22.00     9.50     Three/six-month EURIBOR
                                         plus 6.32%
  F      B- (sf)   10.00     7.00     Three/six-month EURIBOR
                                         plus 8.92%
  Sub    NR        35.00     N/A   N/A

  NR--Not rated.
  N/A--Not applicable.


FINSBURY SQUARE 2017-2: Fitch Affirms CCCsf Rating on Cl. D Notes
-----------------------------------------------------------------
Fitch Ratings upgraded Finsbury Square 2017-2's class B notes,
Finsbury Square 2018-1's class B and D notes and Finsbury Square
2019-1's class D and X notes. The Under Criteria Observation status
of the three transactions has been resolved.

RATING ACTIONS

Finsbury Square 2019-1 PLC

Class A XS1958604677; LT AAAsf Affirmed;  previously at AAAsf

Class B XS1958607001; LT AA+sf Affirmed;  previously at AA+sf

Class C XS1958607340; LT A+sf Affirmed;   previously at A+sf

Class D XS1958607696; LT Asf Upgrade;     previously at A-sf

Class E XS1958608231; LT BBB+sf Affirmed; previously at BBB+sf

Class F XS1959398709; LT CCCsf Affirmed;  previously at CCCsf

Class X XS1958608405; LT BB+sf Upgrade;   previously at BBsf

Finsbury Square 2017-2 plc

Class A XS1646272176; LT AAAsf Affirmed; previously at AAAsf

Class B XS1646272846; LT AAAsf Upgrade;  previously at AA+sf

Class C XS1646273067; LT A+sf Affirmed;  previously at A+sf

Class D XS1646273224; LT CCCsf Affirmed; previously at CCCsf

Finsbury Square 2018-1 plc

Class A XS1740669491; LT AAAsf Affirmed; previously at AAAsf

Class B XS1740669731; LT AAAsf Upgrade;  previously at AA+sf

Class C XS1740669905; LT A+sf Affirmed;  previously at A+sf

Class D XS1740670077; LT A+sf Upgrade;   previously at Asf

Class E XS1740670150; LT CCCsf Affirmed; previously at CCCsf

TRANSACTION SUMMARY

The transactions are securitisations of prime owner-occupied (OO)
and buy-to-let mortgages originated by Kensington Mortgage Company
in the UK.

KEY RATING DRIVERS

New UK RMBS Rating Criteria

This rating action takes into account the new UK RMBS Rating
Criteria dated October 4, 2019. The note ratings are no longer
Under Criteria Observation.

Sector Selection

As of the applicable cut-off date the FSQ 17-2 portfolio had 68% of
OO mortgages, the FSQ 18-1 portfolio 75% and the FSQ 19-1 portfolio
73%. The remaining mortgages in each portfolio were BTL.

Fitch applied its prime UK RMBS assumptions to the OO mortgages and
its BTL assumptions to the BTL mortgages. Fitch applied an
originator adjustment of 1.2x to the foreclosure frequency (FF) of
all loans.

Increasing Credit Enhancement

Credit enhancement (CE) has increased since the last rating actions
in all three transactions due to sequential amortisation and
non-amortising reserve funds. Class A CE for FSQ 17-2 has increased
to 31.7% from 17.2% in the last nine months, in FSQ 18-1 to 19.1%
from 17.4% in the last 12 months and in FSQ 19-1 to 18.8% from
18.2% in the six months since closing. This is the main contributor
to the upgrades.

Prefunding Completion

FSQ 19-1's prefunding period has now ended. Full visibility on the
portfolio's make-up resulted in smaller expected losses,
contributing to the upgrade of the relevant notes.

Payment Interruption Risk Constrains Ratings

The ratings of the FSQ 17-2 class C notes, FSQ 18-1 class C and D
notes and the FSQ 19-1 class C notes are all capped below their
model-implied ratings at 'A+sf'. This is because these notes only
have access to the general reserve fund for liquidity purposes and
require timely payment of interest when they are the most senior
notes outstanding. In higher rating scenarios the general reserve
fund may be depleted to cover losses and therefore not be available
to cover payment interruption risk (PIR).

RATING SENSITIVITIES

Further increases in CE may result in future upgrades; however, the
class C, D, E and F notes will be constrained at 'A+sf' due to PIR.
The class X notes are constrained at 'BB+sf' as per Fitch's
criteria for excess spread notes.

Ratings may be sensitive to the resolution of the Libor-rate
exposure on both the mortgages and the notes. For example if a
material basis risk is introduced or there is a material reduction
in the net asset yield then ratings may be negatively affected.

CRITERIA VARIATION

Kensington may choose to lend to self-employed individuals with
only one year's income verification completed. Fitch believes that
this practice is less conservative compared with other prime
lenders'. Fitch applied an increase of 30% to the FF for
self-employed borrowers with verified income instead of the 20%
increase, as per its criteria. This variation is applicable only to
OO loans.

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

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

SEAPOINT PARK: Fitch Assigns B-sf Rating to Class E Debt
--------------------------------------------------------
Fitch Ratings assigned Seapoint Park CLO DAC ratings.

RATING ACTIONS

Seapoint Park CLO DAC

Class X;   LT AAAsf New Rating; previously at AAA(EXP)sf

Class A1;  LT AAAsf New Rating; previously at AAA(EXP)sf

Class A2A; LT AAsf New Rating;  previously at AA(EXP)sf

Class A2B; LT AAsf New Rating;  previously at AA(EXP)sf

Class B;   LT Asf New Rating;   previously at A(EXP)sf

Class C;   LT BBBsf New Rating; previously at BBB(EXP)sf

Class D;   LT BBsf New Rating;  previously at BB(EXP)sf

Class E;   LT B-sf New Rating;  previously at B-(EXP)sf

Sub.;      LT NRsf New Rating;  previously at NR(EXP)sf

TRANSACTION SUMMARY

Seapoint Park CLO DAC is a securitisation of mainly senior secured
loans (at least 90%) with a component of senior unsecured,
mezzanine and second-lien loans. A total note issuance of EUR406.35
million is used to fund a portfolio with a target par of EUR400
million. The portfolio is managed by Blackstone / GSO Debt Funds
Management Europe Limited. The CLO envisages a 4.5-year
reinvestment period and an 8.5-year weighted average life.

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B+'/'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 31.56.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 65.9%.

Limited Interest Rate Exposure

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 2.75% of the target par.
Fitch modelled both 0% and 10% fixed-rate buckets and found that
the rated notes can withstand the interest-rate mismatch associated
with each scenario.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the ratings is 27.5% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the
three-largest Fitch-defined industries in the portfolio is
covenanted at 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

Portfolio Management

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

Cash Flow Analysis

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

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated notes.
A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the rated notes.

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.



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

ASSET-BACKED EUROPEAN: Fitch Assigns BB+sf Rating to Class E Notes
------------------------------------------------------------------
Fitch Ratings assigned Asset-Backed European Securitisation
Transaction Seventeen S.r.l. (A-Best 17) the following final
ratings:

Class A notes: 'AAsf'; Outlook Negative

Class B notes: 'A+ sf'; Outlook Stable

Class C notes: 'BBB+sf'; Outlook Stable

Class D notes: 'BB+sf'; Outlook Stable

Class E notes: 'BB+sf'; Outlook Stable

Class M notes: 'NRsf'

The final rating for the class C notes is a notch higher than the
expected rating, due to revised note and swap margins since Fitch
assigned expected ratings.

The transaction is a securitisation of performing auto loans
advanced to Italian individuals, including VAT borrowers (ie,
professionals and artisans) by FCA Bank S.p.A. (FCAB;
BBB+/Stable/F1), a joint venture between Fiat Chrysler Automobiles
and Credit Agricole Consumer Finance.

KEY RATING DRIVERS

Low Default Expectations

Fitch's base case cumulative default rates are set at 1.5%, 3% and
2.25% for new car loans, used car loans and loans to VAT borrowers,
respectively, and reflect the recently improved performance of the
originator's loan book.

Fitch applied a stress multiple of 5.5x on defaults at 'AAsf' for
new cars to take into account the transaction's long-term default
definition, the low absolute level of its base case and the
14-month revolving period. The agency applied a lower multiple of
5.0x for used cars and VAT borrowers at 'AAsf' to take into account
the higher absolute base case compared with new cars.

Unsecured Recoveries

Due to the unsecured nature of Italian auto financing, recoveries
mainly rely on borrowers' restored performance, loan settlement, or
proceeds from the sale of non-performing loan pools, rather than
car sale proceeds. Fitch has determined a weighted average (WA)
expected recovery rate of 15% and applied a WA 'AAsf' haircut of
50%.

Revolving Covenants Limit Portfolio Deterioration

During the revolving period, the pool may migrate to a stressed
portfolio composition. Fitch believes that, individually, certain
revolving performance triggers are somewhat looser than other auto
loan transactions. However, Fitch deems the revolving conditions
adequate as a whole and this risk is addressed within its stress
assumptions, including a loss base case reflecting Fitch's
stressed-portfolio composition.

Pro Rata Amortisation

Subject to certain conditions and in contrast to A-Best's prior
transactions, the class A to M notes can repay pro-rata until a
sequential redemption event occurs. This occurs after the first six
months of sequential redemption. In Fitch's view, the gross
cumulative default and the principal deficiency ledger sequential
triggers are adequately tight compared with the expected
performance of the transaction. These triggers and the mandatory
switch back to sequential pay-down when the outstanding collateral
balance falls below a certain threshold effectively mitigate tail
risk.

Sovereign Cap

The class A notes' rating is capped at 'AAsf' by the maximum
achievable rating for Italian structured finance transactions at
six notches above the rating of Italy (BBB/Negative/F2). The
Negative Outlook on this tranche reflects that on the sovereign.

RATING SENSITIVITIES

Rating sensitivities to increased default assumptions by 10% / 25%
/ 50%:

Class A notes: 'AAsf' / 'AAsf' / 'A+sf'

Class B notes: 'A+sf' / 'Asf' / 'A-sf'

Class C notes: 'A-sf' / 'BBB+sf' / 'BBBsf'

Class D notes: 'BB+sf' / 'BBsf' / 'B+sf'

Class E notes: 'BB+sf' / 'BBsf' / 'B+sf'

Rating sensitivities to decreased recovery assumptions by 10% / 25%
/ 50%:

Class A notes: 'AAsf' / 'AAsf' / 'AAsf'

Class B notes: 'A+sf' / 'A+sf' / 'A+sf'

Class C notes: 'BBB+sf' / 'BBB+sf' / 'BBB+sf'

Class D notes: 'BB+sf' / 'BB+sf' / 'BB+sf'

Class E notes: 'BB+sf' / 'BB+sf' / 'BB+sf'

Rating sensitivities to increased default and decreased recovery
assumptions by 10% / 25% / 50%:

Class A notes: 'AAsf' / 'AAsf' / 'A+sf'

Class B notes: 'A+sf' / 'Asf' / 'BBB+sf'

Class C notes: 'BBBsf' / 'BBB-sf' / 'BBsf'

Class D notes: 'BBsf' / 'BB-sf' / 'B+sf'

Class E notes: 'BBsf' / 'BB-sf' / 'Bsf'

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

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

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, which indicated no adverse
findings that was material to the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's loan files during its last originator review in July
2019 and found the information contained in the reviewed files to
be adequately consistent with the originator's policies and
practices and the other information provided to the agency about
the asset portfolio.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.

BANCA CARIGE: Fitch Maintains CCC LT IDR on Rating Watch Positive
-----------------------------------------------------------------
Fitch Ratings is maintaining Banca Carige S.p.A. - Cassa di
Risparmio di Genova e Imperia's (Carige) Long-Term Issuer Default
Rating of 'CCC' on Rating Watch Positive. Fitch also affirmed the
bank's Viability Rating at 'f'.

The rating actions follow a periodic review of Carige's ratings and
precede the bank's upcoming EUR700 million capital increase, which
is part of a scheme to rescue the bank alongside the issuance of
EUR200 million Tier 2 notes and the disposal of a large portfolio
of non-performing loans to Asset Management Company S.p.A. (AMCo,
BBB-/Negative).

KEY RATING DRIVERS

IDRS, VR AND SENIOR DEBT

The RWP reflects Fitch's view that a successful implementation of
the rescue plan will allow the bank to avoid a resolution or
liquidation, significantly strengthen its credit profile, and
ultimately reduce the risk of losses being imposed on senior
creditors. The bank expects to complete its capital strengthening
and most of the balance-sheet de-risking by end-2019, after which
Fitch will re-assess the ratings.

As of now, the bank has fulfilled most of the planned actions
required ahead of the capital increase, including an agreement with
trade unions over headcount reductions. Carige expects approvals
from the stock exchange regulator and the ECB within days.

The Long-Term IDR of Carige is above its VR because the bank has
not yet received the capital necessary to restore its viability
while the bank's senior obligations and deposits have not incurred
any losses. The VR of 'f' reflects its view that the capital
increase is necessary to restore the bank's viability and
represents an extraordinary provision of support under Fitch's
criteria. This is because Carige was in breach of its Supervisory
Review and Evaluation Process requirement at end-June 2019.

Following the capital increase and balance-sheet de-risking, Fitch
expects Carige to operate with comfortable buffers above regulatory
capital requirements. Capital encumbrance by unreserved impaired
loans and its gross impaired loans ratio should also decline to
levels that will compare favourably with most domestic peers'. A
successful implementation of the rescue plan could also contribute
to strengthening the bank's liquidity position and lead to a
normalisation of funding, including through improved access to debt
markets.

The VR continues to reflect its view that, under the temporary
administration, Carige's commercial effectiveness in business and
revenue generation has further weakened. Fitch also believes that
in the absence of the government guarantee on EUR2 billion of
senior debt issued in January 2019, the bank's funding would have
been highly unstable.

Carige's senior unsecured debt ratings are also on RWP. The
long-term senior debt is rated two notches below the Long-Term IDR
based on an estimated Recovery Rating of 'RR6'. Poor recovery
prospects for senior unsecured bond holders in a hypothetical
liquidation are a result of full depositor preference in Italy and
Carige's liability structure relying heavily on customer deposits
and secured or other forms of preferred funding. The short-term
senior debt rating is in line with the bank's Short-Term IDR.

DEPOSIT RATING

Carige's long-term deposit rating is in line with the bank's
Long-Term IDR. Fitch does not grant any deposit rating uplift
because in its opinion, current debt buffers might not be
sustainable over time given significant reliance on senior
state-guaranteed debt with reasonably short maturities, the bank's
weak standalone credit profile and very uncertain access to the
unsecured debt market.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating and Support Rating Floor reflect Fitch's view
that although external support from the government is being
provided and further support is possible, this cannot be relied
upon in the longer term. In the event that the bank is deemed by
the authorities to have become insolvent and unviable, external
sovereign support in the form of a precautionary recapitalisation
would not be available. The EU's Bank Recovery and Resolution
Directive and the Single Resolution Mechanism for eurozone banks
provide a framework for the resolution of banks that requires
senior creditors to participate in losses, if necessary, instead of
or ahead of a bank receiving sovereign support.

RATING SENSITIVITIES

IDRS, VR AND SENIOR DEBT

Fitch expects to resolve the RWP on Carige's ratings and re-assess
the bank's standalone credit profile once the capital strengthening
and most of the balance-sheet clean-up are completed. The extent of
a potential upgrade will depend on its assessment of the bank's
capitalisation and asset quality after the completion of the rescue
plan, future business profile and long-term earnings potential, as
well as initial evidence of funding and liquidity normalisation.
The RWP on the Short-Term IDR reflects the likelihood of Carige's
Long-Term IDR being upgraded to 'B-'.

The notching of the senior debt rating from the Long-Term IDR could
narrow, and the Recovery Rating could be revised upwards, on
significant increases in the volume of equally-ranking or more
junior debt.

DEPOSIT RATING

The long-term deposit rating is primarily sensitive to changes in
the bank's Long-Term IDR. The deposit rating is also sensitive to a
change in Fitch's opinion regarding the size and sustainability of
senior and junior debt buffers over time.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor would be contingent on a positive and sustainable
change in the sovereign's propensity to support Carige in the
longer term. While not impossible, this is highly unlikely, in
Fitch's view.

ESG CONSIDERATIONS

Carige has an ESG Relevance Score of '4' for Governance Structure,
reflecting the appointment of temporary administrators, which has a
positive impact on the credit profile, and is relevant to the
ratings in conjunction with other factors. The highest level of
other ESG credit relevance factors is a score of 3. This means
other ESG issues than Governance Structure 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.

MOBY SPA: Seeks Two-Month Debt Payment Standstill with Lenders
--------------------------------------------------------------
Antonio Vanuzzo at Bloomberg News reports that Italian ferry group
Moby SpA has asked lenders for a two-month standstill on debt
payments as it readies plans for a financial overhaul, according to
two people familiar with the situation.

Moby requested the waiver and has hired PricewaterhouseCoopers LLP
to draw up proposals for reducing indebtedness, the people, as
cited by Bloomberg, said, asking not to be named because it's
private.

The moratorium request was first reported by Italian daily Il Sole
24 Ore, Bloomberg notes.

The operator of ferry routes linking Sardinia and Sicily with the
Italian mainland is under pressure from increasing regulation,
tougher competition and weak freight traffic volumes, Bloomberg
discloses.  Its total reported net financial debt stands at around
EUR722 million (US$795 million), Bloomberg relays, citing a company
presentation of results for the half-year to June 30.

Last month, it fought off an attempt by hedge funds holding its
bonds to have it declared insolvent, Bloomberg recounts.  The funds
filed an insolvency petition with a Milan court in September,
seeking to prevent Moby selling ships pledged as guarantees on
debt, according to Bloomberg.  The court rejected the request in
October but urged Moby to take action in boosting its financial
strength, Bloomberg relates.

Moby has a EUR50 million tranche of financing maturing in February,
Bloomberg states.



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

4FINANCE HOLDING: S&P Affirms 'B+' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on Luxembourg-based 4finance Holding S.A. The outlook remains
stable.

S&P said, "We affirmed our 'B+' issue rating on 4finance's
unsecured debt issued by 100%-owned subsidiary 4finance S.A. The
recovery rating on these instruments remains unchanged at '4',
indicating our estimate of recovery prospects of 45% in the event
of a payment default.

"We believe that, after years of aggressive growth, 4finance's
fundamentals are becoming more balanced, thanks to mostly organic
development and the move to less-risky near-prime products. The
management team is now stable after some turnover, which we view as
positive.

"4finance exited two countries in 2018, which we think will be seen
in a decline in the EBITDA expected for 2019, and now operates in
14 countries. Although we could see some further diversification,
we do not expect radical changes in the business mix. In our
opinion, 2020 growth could come from 4finance broadening its
customer base, increasing its penetration in the larger near-prime
segment, and potentially from minor acquisitions.

"That said, we currently continue to include TBI Bank's deposits,
net of cash, as debt in our assessment of 4finance's financial risk
profile. Over the first nine month of 2019, we observed a shift in
TBI Bank's balance sheet positions from cash toward government
bonds as part of the bank's liquidity optimization. Together with
growth in deposits, this resulted in a higher deposit base net of
cash, and technically results in a weaker assessment of 4finance's
financial risk profile. Our leverage metric is therefore expected
to increase to about 4.5x debt to EBITDA by year-end 2019.

"At the same time we removed the negative comparable rating
adjustment, which reflected the group's somewhat borderline
financial risk profile. Even though our updated debt-to-adjusted
EBITDA and debt-to-tangible equity metrics are currently consistent
with an agressive assessment, we believe that this does not
properly reflect 4finance's debt-servicing capacity, since TBI
Bank's deposits are on a nonrecourse basis that do not need to be
covered by the group's consolidated EBITDA.

"It also does not take into account financial assets held on TBI
Bank's balance sheet. As such, our leverage assessment can be
regarded as conservative. Moreover, 4finance's leverage and
debt-servicing capacity on a stand-alone basis, excluding TBI
Bank's deposit base, continue to show a positive trajectory after
repayment of $68 million of U.S. dollar 2019 bonds in August 2019
and repurchasing in total $50 million U.S. dollar 2022 bonds from
the market.

"The group continues to have a product focus on the European
unsecured consumer lending market. In our opinion, this focus
subjects it to material reputational, regulatory, and operational
risks.

"In our view, 4finance's overall credit strength remains comparable
with 'B+' rated peers, such as U.K. guarantor loan provider Amigo
Loans. It is better than 'B' rated Enova, a U.S.-based company that
offers short-term payday loans, lines of credit, and unsecured
installment loans in the U.S. and in the U.K., and which has a
limited track-record of operations with reduced leverage.

"TBI Bank, which was included in the 4finance group in August 2016,
is showing stable cost of risk and good coverage of nonperforming
loans. We expect the share of profit from TBI Bank to remain at
15%-20% in 2019-2020, mostly from interest income.

"This is a neutral factor for our assessment based on our
expectation that 4finance's sources of liquidity will exceed uses
by more than 1.2x through year-end 2020. We do not currently factor
in possible capital increases or the use of proceeds from such
increases. Deposits net of cash are included as debt, and cash
assumed to cover TBI Bank's depositors."

Principal liquidity sources over the 12 months from Sept. 30, 2019,
include:

-- Funds from operations of about EUR60 million.

Principal liquidity uses over the same period include:

-- Short-term loans, including single payment, installment, lines
of credit, and other similar products.

-- No short-term debt maturities;

As of Nov. 27, 2019, 4finance group has the following debt
maturities:

-- EUR150 million due in 2021; and
-- $325 million due in 2022.

S&P said, "The stable outlook balances our expectations of stable
consolidated debt metrics, which includes TBI Bank deposits net of
cash in terms of debt to adjusted EBITDA in the 4.0x-5x range. It
includes our expectation of gradual recovery in EBITDA, as well as
some improvements in efficiency metrics.

"We could take a positive rating action in the next 12-18 months if
we observe a sustained track record of 4finance successfully
shifting to more near-prime products than sub-prime ones in its
portfolio, with growth in EBITDA and a stable cost of risk.

"The likelihood of a negative rating action on 4finance is limited.
We could consider a negative rating action in the next 12-18 months
if 4finance's revenue basis or profitability materially weakened
over the next 12 months. This could occur if the group exits major
markets, revenue drops owing to consumer-protectionist regulatory
actions in its home markets, or higher credit losses than we assume
impede EBITDA, and therefore significantly weaken our credit
metrics for 4finance. Additional leverage to finance volume growth
or other acquisitions, leading to a debt-to-EBITDA ratio markedly
higher than 5.0x, would also have a negative impact on our rating."



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

ARES EUROPEAN XIII: S&P Assigns Prelim B- Rating to Class F Notes
-----------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to Ares
European CLO XIII B.V.'s class X, A, B-1, B-2, C-1, C-2, D, E, and
F notes. At closing, the issuer will also issue unrated
subordinated notes.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
transaction will be managed by Ares European Loan Management LLP.

The preliminary ratings assigned to the transaction's 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.

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

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

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

The portfolio's reinvestment period will end approximately four and
a half years after closing, and the portfolio's maximum average
maturity date will be eight and a half years after closing.

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B' rating, with an S&P Global Ratings'
weighted-average rating factor (SPWARF) of 2,684. In our analysis,
we note that the current portfolio presented to S&P Global Ratings
contains a larger proportion of non-identified assets than we would
typically see in other European CLO transactions. We consider that
the portfolio on the effective date will be well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow collateralized debt obligations.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.75%), the
covenanted weighted-average coupon (5.00%), and the covenanted
weighted-average recovery rates for all rating levels. As the
portfolio is being ramped, we have considered the portfolio's
indicative spreads and recovery rates.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Elavon Financial Servies DAC is the bank account provider and
custodian. At closing, we anticipate that the documented downgrade
remedies will be in line with our current counterparty criteria.

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

"At closing, we consider that the issuer will be bankruptcy remote,
in accordance with our European legal criteria.

"Our cash flow analysis also considers scenarios where the
underlying pool comprises 100% of floating-rate assets (i.e., the
fixed-rate bucket is 0%) and where the fixed-rate bucket is fully
utilized (in this case 10%). In both scenarios classes X to F
achieve break-even default rates that exceed their respective
scenario default rates, so all classes of notes have positive
cushions.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to F notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes.

"In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared to other CLO transactions we have
rated recently. As such, we have not applied any additional
scenario and sensitivity analysis when assigning preliminary
ratings to any classes of notes in this transaction.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes."

  Ratings List

  Class  Prelim.  Prelim. Amount  Sub(%)  Interest rate*   
         Rating    (mil. EUR)
  X      AAA (sf)   2.00          N/A Three/six-month  
                                             EURIBOR plus 0.40%
  A      AAA (sf)   240.00        40.00 Three/six-month  
                                             EURIBOR plus 0.98%
  B-1    AA (sf)    36.00         28.50 Three/six-month
                                             EURIBOR plus 1.80%
  B-2    AA (sf)    10.00         28.50 2.10%
  C-1    A (sf)     24.00         20.00 Three/six-month
                                             EURIBOR plus 2.50%
  C-2    A (sf)     10.00         20.00 2.60%
  D      BBB (sf)   24.00         14.00 Three/six-month
                                             EURIBOR plus 4.10%
  E      BB- (sf)   19.00         9.25 Three/six-month
                                             EURIBOR plus 6.35%
  F      B- (sf)    11.00         6.50 Three/six-month
                                             EURIBOR plus 8.77%
  Sub    NR         36.00         N/A     N/A

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.



MAGOI BV: Fitch Assigns B+(EXP) Rating to Class F Notes
-------------------------------------------------------
Fitch Ratings assigned Magoi B.V.'s notes the following expected
ratings:

Class A XS1907540147; 'AAA(EXP)sf; Outlook Stable

Class B XS1907542606; 'AA (EXP)sf; Outlook Stable

Class C XS1907542861; 'A+(EXP)sf;  Outlook Stable

Class D XS1907543083; 'A-(EXP)sf;  Outlook Stable

Class E XS1907554015; 'BBB(EXP)sf; Outlook Stable

Class F XS1907567934; 'B+(EXP)sf;  Outlook Stable

Class G XS1907568239; 'NR(EXP)sf

Magoi is a securitisation of Dutch amortising, fixed-rate,
unsecured consumer loans originated by subsidiaries of Credit
Agricole Consumer Finance Nederland B.V. (CACF NL). The transaction
has an eight-month revolving period.

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

KEY RATING DRIVERS

Amortising Loans Market Trend

This is CACF NL's second public securitisation of amortising loans;
all previous deals securitised revolving credit lines. This change
follows the market-wide trend of a shift in borrower preferences,
in part led by Dutch consumer regulation. CACF NL's amortising loan
portfolio experienced high growth between 2009 and 2011 and again
in 2016 and 2017, but growth in originations has subsequently
slowed. The portfolio comprises loans with an original term of up
to 15 years: 57.2% of the pool has a maturity of 10 years and
roughly 10% of the pool has a maturity up to 15 years.

Portfolio-wide Default Expectations

Fitch considered the historical performance as well as its
macroeconomic expectations in its default base case, set at 4.25%
with a 5x multiple at 'AAAsf'. The agency did not distinguish
between sub-pools within the portfolio.

Recovery Improvements from New Strategy

CACF NL's recovery strategy has shifted significantly; in
particular, sales of non-performing loans (NPLs) were discontinued
in early 2016 and all delinquent loans are now worked out in-house.
Fitch assigned the portfolio a lifetime recovery expectation of
35%, which takes into consideration the improved recovery
performance resulting from the new strategy, and a median-to-high
'AAAsf' haircut of 55%.

Hybrid Pro-Rata Redemption

During the amortisation period, the notes are paid based on their
target subordination ratios (as percentages of the performing and
delinquent portfolio balance). The subordination ratio for each
class is equal to its initial credit enhancement (CE), which means
that the notes amortise pro-rata if there is no sequential
redemption event.

Servicing Disruptions Mitigated

The transaction does not include a back-up servicer or a
third-party facilitator. However, Fitch believes the issuer
administrator will be able to perform this role. The amortising
reserve fund and the commingling reserve will cover liquidity risk
during servicing disruption.

RATING SENSITIVITIES

Expected impact on the note rating of increased defaults (class
A/B/C/D/E/F)

Increase base case defaults by 25%:
'AA+sf'/'A+sf'/'A-sf'/'BBB+sf'/'BB+sf'/'Bsf'

Increase base case defaults by 50%:
'AA-sf'/'Asf'/'BBB+sf'/'BBB-sf'/'BBsf'/'B-sf'

Expected impact on the note rating of decreased recoveries (class
A/B/C/D/E/F)

Reduce base case recovery by 25%: 'AAAsf'/'AAsf'/'Asf'/
'BBB+sf'/'BBB-sf'/'CCCsf'

Reduce base case recovery by 50%:
'AAAsf'/'AAsf'/'Asf'/'BBB+sf'/'BB+sf'/'NRsf'

Expected impact on the note rating of increased defaults and
decreased recoveries (class A/B/C/D/E/F)

Increase base case defaults by 25%, reduce recovery rate and net
sale proceeds by 25%: 'AA+sf'/'A+sf'/'A-sf' /'BBBsf'/'BBsf'
/'NRsf'

Increase base case defaults by 50%, reduce recovery rate and net
sale proceeds by 50%: 'A+sf'/'A-sf'/'BBBsf'/'BB+sf'/'B+sf'/'NRsf'

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

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

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.
Fitch conducted a review of a small targeted sample of CACF NL's
origination files and found the information contained in the
reviewed files to be adequately consistent with the originator's
policies and practices and the other information provided to the
agency about the asset portfolio.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.

VINCENT MIDCO: Moody's Assigns B3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to Vincent Midco BV, a leading
provider of premium catering services in The Netherlands.

Concurrently, Moody's has also assigned B2 ratings to the new
EUR320 million senior secured term loan B due 2026 and the new
EUR110 million senior secured revolving credit facility due 2026,
both to be issued by Vincent Bidco BV, a direct subsidiary of
Vincent Midco BV.

The outlook assigned to both entities is stable.

Net proceeds from the new term loan, together with a new unrated
EUR92 million second lien debt and new equity, will be used to fund
the leveraged buyout of the company by Bridgepoint which will
control a majority stake alongside Partners Group -- the previous
majority shareholder -- and management. Closing of the acquisition
is expected by end of 2019, subject to customary antitrust
approval.

RATINGS RATIONALE

The B3 CFR reflects the (1) high Moody's-adjusted debt/EBITDA of
7.4x at closing of the leveraged buyout decreasing towards 6.5x
over the next 12-18 months, (2) limited geographic diversification
outside of The Netherlands, (3) potential competition from larger
catering companies increasing their presence in the premium
segment, (4) customer concentration as reflected by around a
quarter of 2019 underlying revenues derived from the five largest
customers, and (5) risk that material deleveraging from the closing
level of 7.4x could be hindered by debt-funded bolt-on acquisitions
to strengthen market positions in The Netherlands or expand in
international markets such as Germany or France.

However, the ratings are supported by the company's (1) leading
market position in the Dutch premium catering market which
currently benefits from positive growth prospects in the medium
term due to the premiumization trend, (2) good operating track
record underpinned by strong execution capabilities to date, (3)
good level of revenue visibility thanks to medium to long-term
contract tenure (weighted average tenure of c.10 years) and good
contract renewal rates of c.95% (excluding voluntarily contract
termination), (4) diverse end-markets including corporate offices,
hospitals, museums and other leisure venues, and airports, and (5)
good margins and positive free cash flow driven by negative working
capital and modest capex requirements.

Moody's expects continued organic EBITDA growth and bolt-on
acquisitions mostly funded with excess cash will support
deleveraging towards 6.5x over the next 12-18 months, a level more
commensurate for the B3 CFR. The rating agency also expects the
company to generate Moody's-adjusted free cash flow of at least
EUR15 million annually over the next 12-18 months.

LIQUIDITY

Vermaat's liquidity is adequate mainly due to the large revolving
credit facility (RCF) of EUR110 million available until 2026
because cash at closing will be low at around EUR10 million.
Moody's also expects ample headroom under the springing senior
secured net leverage covenant which will be set with a 40% headroom
against the closing leverage, and tested when the RCF is used by
more than 40%.

STRUCTURAL CONSIDERATIONS

The first lien term loan and RCF will benefit from first ranking
transaction security over shares, bank accounts and intragroup
receivables of material subsidiaries. Moody's typically views debt
with this type of security package to be akin to unsecured debt.
However, the term loan and the revolver will benefit from upstream
guarantees from operating companies accounting for at least 80% of
consolidated EBITDA.

Vermaat's B3-PD PDR is aligned with the CFR, reflecting the
customary assumption of a 50% family recovery rate for capital
structures including first lien and second lien bank debt. The term
loan and the RCF are rated B2 - one notch above the B3 CFR -
reflecting their first ranking, ahead of the second lien term
loan.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that
Moody's-adjusted debt/EBITDA will reduce towards 6.5x over the next
12-18 months. It does not assume material debt-funded acquisitions
or distributions to shareholders.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

An upgrade could materialize if the current positive organic growth
momentum continues and broadly stable margins lead to (1)
Moody's-adjusted debt/EBITDA reducing closer to 6.0x on a sustained
basis, and (2) a solid liquidity profile including Moody's-adjusted
free cash flow of around 5%.

A downgrade could materialize if weak organic revenue growth and/or
margin pressures lead to (1) Moody's-adjusted debt/EBITDA remaining
sustainably above 7.0x, or (2) weaker liquidity or negative
Moody's-adjusted free cash flow.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Vermaat is the market leader in premium catering and hospitality
services in The Netherlands. It generated revenue of EUR254 million
in 2018.



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

SOLSTAD OFFSHORE: Reaches Deal with Creditors to Suspend Payments
-----------------------------------------------------------------
Alastair Reed at Bloomberg News reports that Norwegian offshore
services company Solstad Offshore ASA says an agreement has been
reached with the majority of creditors to suspend and defer
payments of principal and interest until the end of March next
year.

According to Bloomberg, the agreement is subject to certain
milestones being met during the suspension period.

"The implemented measures are temporary only, and the company has
since second half of 2018 been working together with its financial
creditors to find a long-term solution to its financial
challenges," Bloomberg quotes Solstad as saying.  "If a long-term
solution could be reached, this is expected to involve a
comprehensive restructuring of the company, including a potential
significant dilution of the shareholders."

Solstad says its current financial situation "is unsustainable as
equity is negative and liquidity is under pressure", Bloomberg
relates.



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

BANK ZENIT: Fitch Affirms BB LT IDR, Outlook Stable
---------------------------------------------------
Fitch Ratings affirmed Bank Zenit's Long-Term Issuer Default
Ratings at 'BB' with a Stable Outlook and Viability Rating at
'b+'.

KEY RATING DRIVERS

IDRS, SUPPORT RATINGS

Zenit's Long-Term IDRs of 'BB' and Support Rating of '3' are driven
by a moderate probability of support from its parent, PJSC Tatneft
(BBB-/Stable), in case of need. Fitch believes Tatneft has a high
propensity to support Zenit, given its majority stake of 71% and
track record of capital support in the form of equity injections
and purchases of bad assets.

Fitch also believes that support would be manageable for Tatneft
given its low leverage, with expected funds from operations
(FFO)-adjusted gross leverage of 0.2x at end-2019 and the small
size of Zenit, whose equity accounted for 0.1x Tatneft's FFO for
the 12 months to September 2019.

The two-notch difference between Tatneft's and Zenit's IDRs
reflects Fitch's view that the bank is a non-core asset for the
parent, with limited synergies, as well as limited reputational
damage for Tatneft in case of Zenit's default. A sale of the bank
is unlikely in the medium term, although Fitch understands from
management that this is possible in the longer term, once the bank
becomes more efficient and profitable.

VR

The affirmation of Zenit's VR at 'b+' reflects lower risks to asset
quality following the sale of bad assets to Tatneft during
2017-2018, coupled with the bank's lower risk appetite, and healthy
funding and liquidity profile. Zenit's VR also considers weak
profitability and still significant risks to capitalisation.

Impaired loans (defined as Stage 3 and POCI loans under IFRS 9)
comprised a high 10.4% of gross loans at end-3Q19, but were
reasonably covered by total loan loss allowances at 88%. Stage 2
loans represented a further 4.6% of gross loans. Together, impaired
loans and Stage 2 loans net of LLA equalled a significant 35% of
Zenit's Fitch Core Capital. Additionally, the bank has
underperforming corporate loans held at fair value, representing 9%
of loans (48% of FCC). These loans are secured with relatively
illiquid real estate assets and in some cases repayment is subject
to realisation of the pledged properties.

Zenit returned to profitability in 2018 but metrics are weak.
Operating profit to risk-weighted assets improved to 1.7% in 9M19
from 0.2% in 2018, but this was mostly due to one-off gains from
the sale of its bad loans to Tatneft.

Zenit reports reasonable capital metrics (FCC ratio of 12% at
end-3Q19) but capitalisation should be viewed in light of weak
pre-impairment profit and therefore limited ability to cover losses
in case of asset quality deterioration, while some loans may still
need additional provisioning. Zenit's consolidated regulatory Tier
1 and total capital ratios were 10.7% and 15.6% at end-2Q19,
respectively, which compare well with 8% and 10% minimum
requirements.

Funding and liquidity is a relative strength. Zenit is primarily
customer funded (over 80% of total liabilities at end-3Q19). The
cushion of liquid assets (cash, short-term placements with other
banks and bonds eligible for repo) net of short-term market funding
repayments, was equal to around 30% of its customer accounts.
Zenit's stable liquidity profile also benefits from large deposits
from Tatneft and its related companies. At end-2Q19 these amounted
to RUB13.9 billion, or 8% of total customer accounts.

DEBT RATINGS

Zenit's senior unsecured debt is rated in line with the bank's
Long-Term IDR.

RATING SENSITIVITIES

Zenit's IDRs will likely move in line with its parent's. The IDRs
and Support Rating may be downgraded if Fitch views Tatneft's
propensity to support the bank as having weakened, for example due
to delays in providing timely or sufficient support.

Zenit's VR could be downgraded if weaker asset quality and
profitability results in capital erosion. Upside would require a
substantial improvement in the bank's profitability, a moderation
of asset quality risks and maintenance of capital ratios at current
levels.

ESG CONSIDERATIONS

Zenit's highest ESG credit relevance score is '3'. This means that
ESG issues are credit-neutral or have only a minimal credit impact
on the bank, either due to their nature or to the way in which the
issues are being managed by the bank.

PIK GROUP: S&P Alters Outlook to Positive & Affirms 'B+' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on PIK Group JSC to positive
from stable, and affirmed its 'B+' issuer credit rating on PIK.

PIK's strengthened performance offsets projected higher debt.

S&P said, "We revised the outlook on PIK to positive on our
assessment that PIK's leading position in the Russian development
market, increasing diversification of revenue sources, and
moderately improving EBITDA margin would mitigate PIK's expected
leverage increase from new project finance debt for construction
financing as now required by Russian regulation. We understand that
in 2021 over half of PIK's debt--which we expect may reach Russian
ruble (RUB) 200 billion (approximately US$3 billion) compared with
S&P Global Ratings-adjusted debt of RUB70 billion at end-2018--will
be in the form of project finance loans. We expect that PIK's
pre-sales rates will remain high at close to 90%-95%, leading to
cash from homebuyers accumulating in escrow accounts (off balance
sheet for PIK) almost symmetrically to project finance loans
buildup. We understand that at projects' completion, these escrow
accounts will be automatically unwound and cash will be used by
banks for debt redemption, reducing the repayment risk. We believe
this would balance the risk of the expected increase in our
estimate of the company's leverage to 3.0x-3.5x in 2020-2021 from
1.7x in 2018.

"We expect PIK will maintain its leading position in the Russian
development market.

"We factor in that PIK's market share has increased from about 5.5%
in 2018 to approximately 6.6% (as of Nov. 27, 2019, according to
Dom.rf) by construction area (7.5 million square meters),
underpinning PIK's position as the largest Russian developer. The
second- and third-largest developers, LSR Group (unrated) and Setl
Group LLC (B+/Stable/B), have market shares of 3.2% and 2.5%,
respectively. The market is otherwise quite fragmented. We note
that PIK's scale of business and its broad geographic footprint
across nine Russian regions has made it one of two systemically
important developers for the Russian government, the other being
LSR Group. This status facilitates the transition to project
finance and escrow accounts due to less demanding requirements.
PIK's market leadership is further supported by its strong brand
awareness and extensive sales network, in our opinion."

Mortgage affordability should moderately support PIK's sales in
2020.

Around 65% of PIK's new housing sales are supported by mortgages,
which exceeds the Russian average of about 45%. S&P said, "We
expect that mortgage affordability will remain an important driver
for PIK in 2020-2021. In our view, Russian mortgage rates will
likely stabilize at around 9.4%-9.7% by end-2019, with a possible
further moderate decrease to 9.3%-9.5% in 2020. This would not
result in significant growth of new mortgages, however. We note
that PIK is more vulnerable to mortgage market volatility than
peers that have lower share of affordable housing in their
portfolios."

PIK maintains solid access to financing sources, notably from
state-owned bank VTB.

PIK has solid access to project finance lines, in particular from
VTB Bank JSC (BBB-/Stable/A-3), which is also PIK's second largest
shareholder (23.05%). S&P said, "We expect that increasing project
finance debt will be less expensive than typical bank loans (with
PIK's average cost of funding being 10.45% in the first half of
2019), as bank's risks are partly covered by cash accumulated in
escrow accounts, and loan pricing will depend on loan-to-value
(LTV) (comparing project finance debt to escrow accounts cash). We
also take into account that project finance debt is
self-liquidating by nature, since banks will use cash in escrow
accounts to repay debt at project completion."

The positive outlook indicates a potential one-notch upgrade if PIK
sustained its leading market position, supporting by at least
stable completions, revenues from development business, and EBITDA
margin. S&P said, "For an upgrade, we expect PIK to maintain its
adjusted debt to EBITDA sustainably below 3.0x-3.5x, with more than
half of debt being project finance loans covered by cash in escrow
accounts. We also expect that the company will demonstrate a
prudent financial policy and will keep its liquidity at least
adequate, implying minimal refinancing risk."

S&P could change the outlook to stable if the level of operating
cash flow or profitability is lower than its base-case projections,
resulting in debt (including project finance loans) to EBITDA
higher than 3.5x or a five-year weighted-average EBITDA interest
coverage lower than 3x. This could occur in the event of a
higher-than-expected cost base or lower demand for new apartments
and lower pre-sales, or project finance debt building faster than
pre-sales and completions. Rating pressure might also materialize
if PIK's debt maturity profile shortens, liquidity deteriorates, or
due to a more aggressive financial policy, including dividends
above RUB15 billion-RUB18 billion per year or any major M&A
transactions leading to weaker metrics.

URALSIB BANK: Fitch Upgrades LT IDR to BB-, Outlook Stable
----------------------------------------------------------
Fitch Ratings upgraded Uralsib Bank's Long-Term Issuer Default
Rating to 'BB-' from 'B+'. The Outlook is Stable.

KEY RATING DRIVERS

IDR, SUPPORT RATING (SR), SUPPORT RATING FLOOR (SRF)

The IDR of Uralsib is driven by its intrinsic strength, as
expressed by its Viability Rating (VR). The upgrade of Uralsib
reflects the stabilisation of the bank's asset quality, its
strengthening capitalisation and an improved operating environment
in Russia. The ratings are also supported by Uralsib's stable
funding profile and ample liquidity.

Uralsib's SR of '5' and SRF of 'No Floor' reflect Fitch's view that
extraordinary support from the state authorities cannot be relied
upon, given the bank's limited systemic importance.

VR

Impaired loans (defined as Stage 3 and purchased or originated
credit-impaired loans under IFRS 9) made up a high 11.7% of gross
loans at Uralsib at end-2Q19 but these were mostly represented by
legacy assets and were reasonably covered by loan loss allowances
(LLA) at 87%. Impaired loans, net of total LLA, equalled a low 5%
of the bank's Fitch Core Capital (FCC), while Stage 2 loans a
moderate 8% of FCC. Uralsib's loans measured at fair value (8% of
FCC) are more vulnerable to deterioration, in Fitch's view. These
loans include an unsecured exposure to a holding company of several
insurance companies, which were previously owned by Uralsib before
being sold to an individual investor in 2016-2017. New loan
origination is mostly of moderate risk.

Uralsib's related-party exposure is high (0.4x FCC at end-2Q19),
although this includes loans to its unconsolidated factoring and
leasing companies (about 0.3x FCC), which are performing reasonably
well, in Fitch's view.

Uralsib reported significant growth in its operating profit
/regulatory risk-weighted assets (RWA) ratio to 6.1% in 1H19
(annualised) from 1.3% in 2018, due to a large one-off gain from
securities sale in 1H19. Net of this gain the bank's performance
would have been broadly in line with 2017-2018 results, with
operating profit /RWA ratio of 1.3%, translating into an annualised
return on average equity of 5%. Fitch expects similar performance
in the next few years.

Uralsib reported an adequate FCC ratio of 16.7% at end-2Q19, which
included a sizeable RUB34 billion (net of deferred tax, 7% of RWAs)
fair value gain recognised on the low-cost deposits received from
the Deposit Insurance Agency (DIA) in 2015-2017 and maturing in
2021-2027. Uralsib's consolidated regulatory Tier 1 ratio at
end-2Q19 was lower at 7.3%, as the fair value gain is not
recognised in regulatory accounts. Although the Tier 1 ratio is
slightly below the statutory minimum including buffers of 8%, Fitch
expects the bank to meet this level early next year, after the
annual audit of statutory accounts, which should improve the Tier 1
ratio to around 10%.

Uralsib is predominantly deposit-funded (73% of total liabilities
at end-2Q19), with an emphasis on retail clients. Concentration is
low with the 20-largest depositors making up 11% of customer
accounts. The liquidity cushion (cash, short-term interbank
placements and unpledged securities) was equal to a very
comfortable 44% of customer deposits at end-3Q19, while wholesale
redemptions scheduled for the upcoming 12 months are limited.

RATING SENSITIVITIES

A further upgrade of Uralsib's ratings would require an extended
track record of sound credit underwriting, improvement in
profitability, and a strengthening of the bank's regulatory
capital.

Uralsib's ratings could be downgraded if asset quality weakens,
resulting in pressure on performance and capital, although Fitch
views this as unlikely in the near-term.

The SR and SRF are unlikely to change given the bank's low systemic
importance and private ownership.

ESG CONSIDERATIONS

Uralsib's highest ESG credit relevance score is '3'. This means
that ESG issues are credit-neutral or have only a minimal credit
impact on the bank, either due to their nature or to the way in
which the issues are being managed by the bank.



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

FLOATEL INT'L: Moody's Cuts CFR to Caa1; Alters Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family rating of
Floatel International Ltd to Caa1 from B3 and its Probability of a
Default Rating to Caa1-PD from B3-PD. Concurrently, Moody's has
changed the outlook on Floatel to negative from stable.
Subsequently, Moody's will withdraw Floatel's ratings for business
reasons.

"Today's action reflects the increased likelihood that the company
may breach its leverage covenant at its first test at the year-end
2020, if it is unable to contract new work in a challenging market
environment", says Martin Fujerik, Moody's analyst for Floatel.

RATINGS RATIONALE

In the 3Q 2019 Floatel posted a significant reduction of EBITDA to
$4 million (from $16 million in the 2Q 2019 and $55 million in the
3Q 2018), on the back of the fleet utilisation rate deteriorating
to 47% in 3Q 2019 from 57% the quarter before and 73% in the 3Q
2018. In addition, the company's firm order book declined to just
$58 million as of end-September 2019 from $136 at the beginning of
the year and of the company's fleet only the Floatel Endurance is
currently booked for operations in 2020.

The market environment remains difficult with limited activity and
pressure on day rates. If Floatel fails to contract work for its
idle vessels in the near future, it may not be able to meet the
6.5x net leverage covenant at its first test at the year-end 2020,
considering that there is a time lag between the contract award and
the ability of the vessels to start operations. The increased
likelihood of such a scenario is reflected in its downgrade and the
negative outlook.

Although diminishing, the company still has a sizeable liquidity
buffer that appears sufficient to weather the next couple of
quarters of weaker results. As of end of September 2019, the
company reported U$90.6 million of cash and cash equivalents on the
balance sheet, further underpinned by $100 million of an undrawn
revolving facility.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

VOLVO CAR: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Pos.
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on
Sweden-based Volvo Car, and its 'BB+' issue rating, with a '3'
recovery rating, on the company's debt.

S&P said, "Tough market conditions have not hindered Volvo's
volumes, set to increase markedly in 2019-2020. For the first nine
months of 2019, we estimate a 2%-3% decrease in global light
vehicles. Despite these difficult market conditions, Volvo's sales
rose about 10% over the 12 months ended Sept. 31, 2019, thanks to a
strong 8.1% increase in volumes and a greater revenue contribution
from SUVs (61% versus 56% in 2018). We forecast that Volvo will
sell 10% more cars, reaching between 700,000 and 710,000, in 2019,
and we consider this to be a strong achievement in absolute terms
and versus peers in the premium segment. We attribute Volvo's
strong performance to a successful product strategy, with several
models being introduced over the past few years and increasing
recognition of its premium brand. In light of the observed strength
of sales in the premium segment, in China in particular, we
continue to forecast a 4%-6% volume increase annually for Volvo in
2020-2021. We incorporate however the tougher industry conditions
into our base case, making our estimates well below management's
forecast of about 800,000 units sold in 2020, then continued strong
growth thereafter.

"Margins will likely be stable, at best, in 2020. Our forecasted
decrease in Volvo's S&P Global Ratings-adjusted EBITDA margins from
8.9% in 2018 to about 8.5% in 2019 is still in line with our
previous expectations. Our forecasts hinge on fourth-quarter
performance being at least as strong as in the third quarter when
adjusted EBITDA margin stood at 9.5%. This is possible, in our
opinion, because we do not expect extraordinary costs or expenses
from model launches like in the first part of the year. Despite
potential increases in raw materials, weaker macro-economic
conditions, increasing investment in R&D, and potential
tariffs-linked risks, in our base case for 2020-2021 we assume
Volvo's EBITDA margin will remain broadly unchanged, at 8.5%-9.0%.
Supporting factors include cost-cutting initiatives already
started, in total SEK2 billion reduction of fixed cost over
2019-2020, and stronger cost synergies within the wider Geely
group. We also expect an additional increase of the SUV share in
the mix as well as continuous growth in China to support margin
stability.

"Still, downside risk to our forecasted EBITDA Margin of 8.9% in
2020. In our view, the key downside risks stem from Volvo's
capacity to comply with the EU's Co2 regulation, which implies the
bridging of 25g/km for its average fleet by end-2020 (down to
approximately 110g/km from about 135g/km at end-2018). This implies
that Volvo's share of sold electrified vehicles should increase
(i.e. PHEVs, mild hybrids, or battery electric cars). Volvo plans
to sell about 20% PHEVs, up from about from 6% year-to-date, which
we deem ambitious. Volvo's failure to meet the legislation would
result in hefty fines: EUR95 for each g/km missed. The mild hybrid
and plug-in technologies are already available for the entire
product line-up at Volvo, and the first full electrified SUV, a
XC40, recently launched, will enter production from 2020. Volvo
then plans to introduce one battery electric vehicle every year
until 2023. In our view, Volvo's margin development will depend
mainly on consumers' acceptance of additional costs for electrified
vehicles. This is similar for peers, including the risk of lower
prices to drive volumes of electrified vehicles in the markets,
which would weigh on its margins.

"Future synergies from increasing cooperation with the Geely sphare
is likely. Volvo is 99%-owned by private Chinese automotive
manufacturer Geely Holding. We believe cooperation within the wider
Geely sphere has increased over the past year, which supports
Volvo's profitability and in turn its credit quality. This is
apparent in the joint agreement with battery producers CATL and LG
Chem, the intended merger of respective combustion engine
operations, and cost efficiencies from sharing the Volvo-owned SPA
platform and Geely-owed CMA platform. We assume Volvo's modest
scale of operations to benefit from access to joint purchasing,
engineering functions, and access to the Chinese market, where
Volvo sells 20% of its volumes. We continue to view Volvo as highly
strategic in the Geely group. Volvo delivers about 34% of the total
car sales in the wider group, 60% of revenue, and an estimate 55%
of the group's total EBITDA.

"We assume healthy FOCF and continued strong balance sheet. In a
declining market, we expect Volvo to post FOCF of SEK3.5
billion-SEK4.5 billion for 2019, after working capital and
investments, just below 2% of its revenue, which we see as average
compared with peers. We estimate adjusted capital expenditure
(capex) hovering around SEK14 million-SEK15 million in 2020-2021
(excluding capitalized R&D expenses), about SEK4 billion below the
peak levels in 2017-2018. Our capex figure captures our assumption
of possibly up to SEK2 billion investments into any of its joint
venture, but we recognize there is some flexibility around both the
timing and amount. We assume however that investment will start to
rise again after 2022 as the company rolls out further upgrades of
the platform for Volvo's electrical ambitions. Still, we do not
anticipate negative FOCF. We expect the group's debt to be low, if
any, at end-2019, but ultimately it will depend on working capital.
The group holds cash in excess of 15% of its consolidated revenue,
which is fairly high. Although adjusted debt is around zero--strong
for the rating and likely to remain so--we factor in the risk of
potential high volatility in cash flow and leverage metrics, as we
believe Volvo has little flexibility to lower investments, if
needed.

The positive outlook reflects our expectation that Volvo will be
able to maintain positive cash flow after investment in 2020 of at
least SEK3 billion. It also reflects our expectations of continued
volume growth given the company's positioning as a premium
manufacturer, and compliance with tightening CO2 regulation in the
EU as of end-2020.

"We could revise the outlook to stable if we revised down our group
credit profile on Geely to 'bb+', as that would remove the upside
potential for Volvo. Key triggers for Geely include a lower market
share and cost competitiveness and eroding profitability, with an
EBITDA margin below 6%. A ratio of debt to EBITDA consistently
above 2x would also be a negative factor. As long as our GCP
assessment on Geely remains at 'bbb-', we don't see any rating
downside risk for Volvo.

"That said, we could change the outlook to stable if Volvo's
stand-alone profitability bowed due to a prolonged weaknesses in
the industry, or other operational setbacks, implying declining
EBITDA margins toward 8% or lower, negative FOCF, and leverage
metrics weaker than FFO-to-adjusted debt of 60%, or adjusted debt
to EBITDA of 1.5x, on a sustained basis.

"We could raise the rating if we continue to project that Volvo's
adjusted FOCF are sustainable around SEK3 billion-SEK4 billion in
2020 and adjusted FOCF to debt sustainably well above 25%. An
upgrade would also require that Volvo continues to deliver volume
growth, and is reducing emissions to comply with upcoming emission
rules and at the same time maintained EBITDA margin around 9%.
Rating upside also depends on our GCP on Geely remaining at 'bbb-'
or higher."




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

GARRETT MOTION: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on Garrett Motion Inc.'s, its 'BB-' issue rating on the
company's senior secured facilities, and its 'B' issue rating on
Garrett's unsecured notes.

An unfavorable mix will constrain Garrett's EBITDA margin in 2019
and 2020; but it should remain above the average range for auto
suppliers at more than 15%.

In the first nine months of 2019, sales from diesel and commercial
vehicles segments declined 22% and 7%, respectively. This reflects
customers' shifting preference toward gasoline cars, weaker demand
in passenger cars and commercial vehicles markets, and unfavorable
foreign-exchange rates. S&P said, "We expect that global demand for
autos and commercial vehicles will remain weak in the fourth
quarter of the year and into 2020. Overall, we forecast that the
company's sales will decline 1%-2% in 2019 and stay flat in 2020
thanks to an expected increasing penetration of turbochargers for
gasoline cars. The EBITDA margins of the diesel and commercial
vehicles segments are higher than the group's average, so we expect
the product mix will have a negative impact on the company's EBITDA
margin in 2019 and 2020. For instance, we forecast that Garrett's
S&P adjusted EBITDA margin will decrease to 17%-18% in 2019 and
toward 16% in 2020 from 18.7% in 2018. Nevertheless, at such
levels, Garrett's EBITDA margin would still exceed average
profitability for the sector, in the 9%-15% range. Our adjusted
EBITDA does not include indemnification payments made to Honeywell
in relation to its asbestos liabilities and to the Mandatory
Transition Tax (MTT). Instead, we do capture those amounts
(capitalized) under Garrett's adjusted debt ($1.38 billion at Sept.
30 2019)."

Weaker-than-expected FFO to debt but solid FOCF generation supports
the rating.

In light of the tougher-than-expected auto market environment and
the more rapid decline in demand for diesel cars in Europe with the
share of diesel in new cars falling below 30%, according to ACEA),
the company has revised downward its guidance for EBITDA twice in
2019. Management anticipates it will report an EBITDA in 2019
(excluding indemnification payments to Honeywell) of $580
million-$600 million, compared with $630 million-$650 million
expected initially. S&P said, "We believe that FFO-to-debt will
decrease toward 17% in 2019 from 18.4% in 2018. Whereas we
previously expected this metric to improve, we still believe credit
metrics overall to be commensurate with the rating given the
relatively sound free cash flow generation that we expect to exceed
$300 million per year."

S&P sees deleveraging prospects coming mostly from debt
repayments.

S&P said, "At the end of 2018, Garrett's debt-to-EBITDA ratio stood
at 4.8x, which we consider a high level for the rating. Although we
believe the company will be challenged to expand its EBITDA over
the next couple of years considering that product mix will continue
to be unfavorable, we assume that the company will reduce its
leverage toward 4.0x-4.5x by 2020 through debt repayment. In the
first nine months of 2019, Garrett repaid $62 million of its
secured term loans, which amounted to $1.13 billion as of Sept. 30
2019. In our calculation of the company's adjusted debt, we include
the obligation payable to Honeywell ($1.38 billion as of Sept. 30,
2019) as part of the spinoff from Honeywell. We assume that the
obligation payable to Honeywell will decrease through annual
repayments of up to EUR150 million to the extent that they relate
to the settlement of claims in relation to the asbestos liability
and $18 million related to the MTT. We reclassify these annual
repayments as financing cash outflows and exclude them from our
EBITDA, FFO, and FOCF numbers.

"The stable outlook reflects our view of Garrett's solid free
operating cash flow generation of above $300 million per year in
spite of difficult market conditions. This reflects an assumption
of EBITDA margin of 16%-17%, FFO-to-debt of about 18%, and
debt-to-EBITDA of about 4.5x.

"We could downgrade the company if tougher market conditions
combined with a continuing rapid decline of demand for diesel cars
prevent it from maintaining an EBITDA margin above 15% for a
sustained period, alongside FOCF-to-debt of at least 10%.

"We deem an upgrade unlikely over the next twelve months but we
could consider raising our ratings if earnings and FOCF exceed our
expectations, resulting in adjusted debt to EBITDA in the low 3x-4x
range, an FFO-to-adjusted debt ratio sustainably above 25%, and an
FOCF-to-adjusted debt ratio comfortably above 15%."




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

DTEK ENERGY: Fitch Upgrades LT IDR to B-, Outlook Stable
--------------------------------------------------------
Fitch Ratings upgraded Ukraine-based DTEK Energy B.V.'s Long-Term
Foreign-Currency Issuer Default Rating to 'B-' from 'RD'. The
Outlook is Stable. Fitch has also upgraded DTEK's US dollar
Eurobond senior unsecured rating to 'B-' with a Recovery Rating of
'RR4'.

The 'B-' IDR reflects DTEK's improved financial flexibility
following the successful restructuring of the company's debt,
exposure to the weak Ukrainian operating environment, spin-off of
distribution assets from 2019, limited liquidity in the long term,
high FX risks and evolving regulatory framework.

KEY RATING DRIVERS

Restructuring Completed: On November 18, 2019, DTEK Energy
completed the restructuring of its remaining bank debt of USD245
million (including payment-in-kind and interest) at end-1H19. As a
result of the restructuring, part of the debt holders joined the
override debt agreement, which includes small amortisation in
2020-2022 and a large bullet repayment in June 2023. Part of the
debt was converted into bonds maturing in 2023-2024, and another
part into bank debt with similar terms to restructured lenders.
DTEK will have to pay about USD76 million (including the repayment
of principal, interest and a restructuring fee) to restructured
lenders in November-December 2019.

Evolving Regulation: The new electricity market model was
introduced in Ukraine in July 2019, replacing the single-buyer
market model. It is based on electricity sales on a day ahead,
intraday and balancing markets as well as under bilateral
contracts. In addition to the liberalised market, the government
introduced a public services obligation framework for subsidising
households and renewable generators, which is currently funded by
state-owned nuclear and hydro generators and by monetary
compensation from Ukrenergo. The latter are obliged to sell about
90% and 35% of their output under this framework and could sell the
remaining volumes on the liberalised market.

Following the introduction of the new market model, electricity
prices decreased by around 5% over July-August, but the decline
accelerated in November due to mild weather conditions, renewal of
generation at one of the nuclear power plants (NPPs) in Ukraine and
increased cheap imports of electricity from Russia and Belarus.
Fitch expects the average electricity price to decline by low
single digits per cent in 2019-2020 and then to grow at a low
single digit rate over 2021-2022.

High FX Risks: DTEK is exposed to FX fluctuations as almost all of
its debt at end-1H19 was foreign currency-denominated (mainly US
dollars and euros), while less than 10% of revenue was in foreign
currencies in 1H19. From 2020 the company expects to discontinue
electricity export sales as trading activities will be taken over
by DTEK's sister company within the larger DTEK Group. This will
result in a substantial decrease in FX revenue. Additionally, the
formulaic electricity price linkage to FX ceased following the
introduction of new market model in July 2019 and the company does
not use any hedging instruments. These factors may weaken the
company's credit metrics in case of hryvna devaluation.

Limited Long-term Liquidity: Following the restructuring DTEK has
to pay about UAH1.8 billion (USD76 million) to restructured
creditors in November-December 2019 and about UAH1.2 billion (USD50
million), including a hryvna-denominated revolving line in 2020. At
end-3Q19 DTEK's cash position was UAH0.4 billion and it did not
have available unused credit facilities. The company expects to
fund the forthcoming maturities with internally generated cash
flows. Fitch expects the company to generate positive free cash
flow of UAH3.2 billion over 4Q19-2020. However, DTEK will have to
refinance most of its 2021-2023 maturities.

Distribution Assets Spin-Off: In December 2018, DTEK sold its
distribution assets to a company controlled by its parent to comply
with the EU's Third Energy Package. The sureties provided by the
distribution companies for Eurobonds were released. DTEK's
distribution assets operated on a cost-plus basis and were only
marginally profitable. The distribution assets had no debt, and
their effect on net cash flow was slightly negative. The effect on
DTEK's financial ratios from the spin-off was very limited.
However, DTEK's business profile will lack full integration due to
the spin-off of its distribution segment.

DERIVATION SUMMARY

DTEK is the largest private power generating company in Ukraine.
DTEK's peers include Russia-based players such as PJSC The Second
Generating Company of Wholesale Power Markets (BBB-/Stable) and
Enel Russia PJSC (BB+/Rating Watch Negative), which have a
significant share of coal in their fuel mix, and Kazakh-based Joint
Stock Company Central-Asian Electric-Power Corporation (CAEPCo,
B-/Stable) and Limited Liability Partnership Kazakhstan Utility
Systems (B+/Stable). DTEK has a more challenging operating
environment affecting its business profile compared with peers,
including the evolving regulatory framework, policy instability and
possible macroeconomic shocks in Ukraine. DTEK also has a weaker
financial profile than most of its peers (except CAEPCo) due to
higher leverage and higher debt exposure to FX. DTEK's ratings do
not incorporate any parental support from its ultimate majority
shareholder System Capital Management.

KEY ASSUMPTIONS

  - Ukranian GDP to grow at 3.4%-3.5% and CPI to grow at 5.0%-8.5%
over 2019-2022

  - Electricity generation volumes to decline in 2019-2020 at about
5%-6% annually before stabilising at about 0%-1% annually in
2021-2022

  - Electricity prices to decline in 2019-2020 and to increase at a
low single digit in 2021-2022

  - UAH/USD exchange rate in the range of 25.0 - 30.6 over
2019-2022

  - Capex averaging UAH6.5 billion annually over 2019-2022

  - Zero dividends

KEY RECOVERY RATING ASSUMPTIONS

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

  - Fitch has assumed a 10% administrative claim

Going-Concern Approach

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

  - The going-concern EBITDA is 20% below 2019 EBITDA to reflect
the potential price pressure on the recently established new
electricity market.

  - An enterprise value multiple of 3.0x.

  - Eurobonds, bank loans and other debt are ranked pari passu.

The waterfall results in a recovery output percentage of 69%
corresponding to a Recovery Rating 'RR3' for the instrument rating.
However, this was capped at 50%/'RR4' due to the application of a
country cap for Ukraine. This is explained in its Country-Specific
Treatment of Recovery Ratings Criteria dated January 18, 2019.

RATING SENSITIVITIES

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

  - Liquidity ratio above 1x on a sustained basis with a proven
record of repaying debt maturities coming due or refinancing at
market terms

  - The company's ability to keep funds from operations (FFO)
adjusted gross leverage below 4x and FFO fixed charge coverage
above 2.5x on a sustained basis

  - Sustained material reduction of FX exposure and improved
operating and regulatory environment

Developments That May, Individually or Collectively, Lead to a
Downgrade to 'CCC+' or below:

  - Deteriorating market position, electricity prices materially
lower than its forecasts, significant devaluation of hryvna, larger
capex or dividend payments leading to FFO-adjusted gross leverage
persistently higher than 5x and FFO fixed charge coverage below
1.5x.

  - Deteriorating liquidity due to the inability to secure funding
and obtain waivers on any potential covenant breach.

SUMMARY OF FINANCIAL ADJUSTMENTS

Debt: Deferred consideration for acquisition of coal mines and
finance lease are included in debt. The fair value of guarantee
under the borrowing of related parties is included in debt; the
difference between the full guarantee amount and its fair value is
accounted for as off-balance sheet debt.

EBITDA: Assets received free of charge and Income from
extinguishment of accounts payable, impairment of property, plant
and equipment and intangibles, loss on sale of PPE are excluded
from EBITDA calculation.

Operating lease: 5x multiple was applied to operating lease to
create debt-like obligation.

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.

The Full List of Rating Actions

DTEK Energy B.V.

  - Long-Term Foreign- and Local-Currency IDRs: upgraded to 'B-'
from 'RD' ; Outlook Stable

  - Short-Term Foreign- and Local-Currency IDRs: upgraded to 'B'
from 'RD'

  - National Long-Term Rating: upgraded to 'BBB(ukr)' from
'RD(ukr)' ; Outlook Stable

  - Foreign currency senior unsecured rating upgraded to
'B-'/'RR4'/50% from 'C'/'RR4'/50%.

DTEK Finance plc

  - Foreign currency senior unsecured rating upgraded to
'B-'/'RR4'/50% from 'C'/'RR4'/50%.



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

ACTIVE SECURITIES: Enters Administration
----------------------------------------
On November 29, 2019, Active Securities Limited, trading as 247
Moneybox, was placed into administration.  Paul Boyle --
paulboyle@harrisons.uk.com -- David Clements --
davidclements@harrisons.uk.com -- and Tony Murphy --
tonymurphy@harrisons.uk.com -- of Harrisons Business Recovery and
Insolvency (London) Limited were appointed as joint
administrators.

Active Securities Limited is a high cost short-term lender,
otherwise known as a payday lender, which lends small sums to
customers until the next payday or for a few months.

The Joint Administrators will update customers as soon as possible.


If you have any questions in the meantime about your loan please
contact customer.services@247moneybox.com or call 0207 183 8078.

The FCA is in close contact with the firm and the joint
administrators with regard to the fair treatment of customers.

All existing loan agreements remain in place and will not be
affected by the proposed administration.  However, the firm is no
longer able to issue new loans.


CD&R FIREFLY: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed CD&R Firefly 4 Limited's B2
Corporate Family Rating and B2-PD Probability of Default Rating.
Simultaneously, Moody's affirmed CD&R Firefly Bidco Limited the B1
instrument ratings of the secured facilities maturing in 2025, the
Revolving Credit Facility and the Letter of Credit Facility both
due in 2024, as well as the Caa1 rating of the second lien loan
maturing in 2026. The rating outlook is stable.

The proceeds from the proposed incremental GBP186 million first
lien and GBP40 million second lien term loans along with GBP168
million of cash from the balance sheet will be used to fund a
dividend to its private equity owners and pay transaction related
fees.

"The dividend recapitalization is credit negative because MFG's
debt-to-EBITDA will increase substantially to 7.0x from 6.1x as of
September 30, 2019 on a proforma basis, i.e. including synergy
benefits already achieved and the annualised contributions from
acquired businesses. However, the affirmation reflects the
company's track record of rapidly reducing leverage and Moody's
expectation that it will reduce leverage below 6.5x within the next
12-18 months, mainly driven by ongoing commercial and operational
initiatives and improved fuel margins" says Roberto Pozzi, Moody's
lead analyst for MFG.

The borrower of all the facilities is CD&R Firefly Bidco Limited
(UK) and all the facilities are guaranteed by CD&R Firefly 4
Limited and all material operating subsidiaries on a first-ranking
basis.

RATINGS RATIONALE

MFG's B2 CFR reflects its high leverage of 7.0x as of September 30,
2019 on a Moody's adjusted basis proforma for the proposed dividend
recap, based on Moody's adjusted EBITDA of GBP254.3 million.
Proforma adjustments mainly factor in the full year impact of
synergy benefits already achieved (albeit not yet included the
reported figures) and the annualised contributions from acquired
businesses. Moody's expects leverage to reduce below 6.5x over the
course of the next 12-18 months, driven by ongoing commercial and
operational initiatives, including the continued development of
retail and food-to-go offering (from a low current penetration) and
revised franchisee contract terms, improved fuel margins, and, to a
lesser extent, the achievement of residual merger synergy effects.

The initial leverage is high for the rating category and, together
with execution risks, means that the company is weakly positioned
in the B2 rating category, leaving very limited room for further
dividend recap transactions or debt-funded acquisitions until
leverage improves on a proforma basis, and as adjusted by Moody's.
The non-amortising profile of the debt structure implies that
deleveraging will take time and will be mainly driven by earnings
growth. As such, Moody's believes MFG will have very limited room
for underperformance at the B2 rating level and the successful
delivery of the planned operational improvements will be an
important component of the stable outlook.

Additionally, the rating also reflects an aggressive financial
policy under private equity ownership and the risk of future
debt-funded acquisitions and dividend distributions.

More positively, the rating also factors in MFG's rapid
deleveraging since the acquisition of MRH (GB) Limited (MRH)
announced in February 2018, driven by improved fuel margins, the
ongoing expansion of the retail and food service offering, and
other synergy benefits. In the last 12 months to September 30,
2019, the company reported EBITDA of GBP194.8 million, or GBP254.8
million proforma including merger synergies already achieved and
the full year EBITDA contribution from acquisitions during the
year, resulting in leverage of 6.1x before the dividend recap. The
GBP254.8 million proforma EBITDA and 6.1x leverage compare with
GBP234.0 million and leverage of 6.4x in Moody's base case for
2019. The good performance of the company is underpinned by stable
UK fuel consumption and a structurally improving margin environment
as the industry consolidates.

The rating also reflects: (i) MFG's leading market positions as the
largest fuel forecourt operator in the UK; (ii) enhanced bargaining
power with suppliers and opportunities to employ best practices
group-wide driven by increased scale; (iii) exposure to broadly
stable fuel demand patterns and supportive long-term trends towards
convenience offerings; (iv) well invested predominantly freehold
estate in attractive locations; (v) highly cash generative business
model given structurally negative working capital. Additionally,
Moody's notes MFG operates in an industry with stable to positive
dynamics and its company owned-franchise operated (COFO) business
model means the company enjoys relatively predictable income
streams.

Governance risk remains one of the key constraints to MFG's credit
profile, while environmental and social risks are low. High
governance risk, owing to the company's financial sponsor
ownership, continues to suppress upward ratings momentum. Private
equity firm Clayton Dubilier & Rice (CD&R) has a history of
employing aggressive financial policies, including an initial very
high leverage following the LBO and the recent debt-funded
dividend. Such re-leveraging risk, coupled with the company's
limited scale and high cyclicality, will continue to cap the rating
at a B2. An insulated board of directors, comprising mostly of
management and representatives from the sponsor, and limited
financial disclosures owing to its status as a privately-held
company, are further corporate governance weaknesses.

Moody's views MFG's liquidity as good. The rating agency expects
the company to generate meaningful positive free cash flow over the
next 12-18 months. Liquidity is further supported by the Moody's
expectation of ongoing full availability under the GBP230 million
RCF which will be fully sufficient to cover intra-quarter working
capital needs. The RCF has only one springing maintenance covenant
based on net senior secured leverage, tested only when drawn by
more than 40% and against which MFG is expected to maintain
sizeable headroom. The first lien and second lien term debt is
cov-lite.

STRUCTURAL CONSIDERATIONS

The senior secured first-lien term loan, the RCF and the letter of
credit facility are rated B1. This reflects their ranking ahead of
the subordinated second-lien loan, which is rated Caa1, given its
subordinated position in the event of a default. The first-lien
debt — comprising the GBP1.4 billion (equivalent) term loan, as
increased after the envisaged dividend recap, the GBP230 million
RCF and the GBP50 million letter of credit facility — has a
security package comprising guarantees from all material operating
subsidiaries on a first-ranking basis, while the GBP325 million
second-lien loan, also as increased after the envisaged dividend
recap, has the same security on a second-ranking basis.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the increase
in leverage is only temporary and that MFG will reduce leverage
significantly before any additional debt financed activities. The
group's financial performance is expected to improve over time
driven by opportunities of expansion in the convenience retail and
Food-to-Go activities, which will support the company's
deleveraging to below 6.5x.

While unlikely in the short to medium term, the ratings could
experience upward pressure if the company achieves sustainable
earnings growth, leading to a Moody's-adjusted gross leverage
sustainably below 5.5x.

On the other hand, negative pressure could be exerted on MFG's
ratings if operating performance were to deteriorate, causing
Moody's-adjusted gross leverage to remain above 6.5x on a sustained
basis; or if free cash flow were to turn negative for an extended
period; or in case of a weaker than expected liquidity.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in St Albans, MFG is the largest independent
forecourt operator in the United Kingdom (Aa2 negative) with around
900 stations operating under the BP, Shell, Esso, Texaco, JET and
Murco fuel brands. The company mainly operates petroleum filling
stations and offers convenience retailing stores.

The company has grown through a combination of transformative and
bolt-on acquisitions as well as solid organic performance. In
February 2018 MFG announced the acquisition of the UK's largest
independent motor-fuel forecourt operator MRH.

The company has been majority owned by funds managed by private
equity firm Clayton Dubilier & Rice (CD&R) since 2015 and reported
an operating profit of GBP102 million for the fiscal year ending
December 2018.

ELVET MORTGAGES 2019-1: Fitch Assigns B-(EXP) Rating to Cl. F Debt
------------------------------------------------------------------
Fitch Ratings assigned Elvet Mortgages 2019-1 plc expected
ratings.

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

RATING ACTIONS

Elvet Mortgages 2019-1 plc

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

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

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

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

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

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

Class Z; LT NR(EXP)sf;   Expected Rating

TRANSACTION SUMMARY

Elvet Mortgages 2019-1 plc is a securitisation of owner-occupied
(OO) residential mortgages originated in England, Wales and
Scotland by Atom Bank plc (Atom), a lender that originated its
first mortgage loan in December 2016.

KEY RATING DRIVERS

Prime Assets, Limited History

The loans within the pool all have characteristics that are in line
with Fitch's expectations for a prime mortgage pool. These include
no previous adverse credit, full income verification, full or
automated valuation model (AVM) property valuation and a clear
lending policy. The limited history of origination and subsequent
performance data is sufficiently mitigated by available proxy data
and adjustments made to the foreclosure frequency (FF) in Fitch's
analysis.

Low Asset Yield and Pool Composition

The collateral portfolio carries a below-average fixed interest
rate compared with similar RMBS pools rated by Fitch. In addition,
the pool comprises a significant proportion of first-time buyers
(FTB), which attracts a FF adjustment of 1.1x.

Untested Servicing Platform

Atom is contracted servicer and has limited experience of the full
end-to-end servicing process, including arrears collection and
foreclosure. This limited experience is sufficiently mitigated by
back-up servicer provisions. Link Mortgage Services Limited
(RPS2-/RSS2-) is appointed back-up servicer.

Unrated Originator and Seller

The originator and seller is not a rated entity and as such may
have limited resources available to repurchase any mortgages in the
event of a breach of the representations and warranties (RWs) given
to the issuer. This weakness is mitigated by the satisfactory
findings of the agreed upon procedure report and of Fitch's loan
file review.

Replaceable Collection Account Bank

While NatWest is appointed collection account bank, Atom can assume
this role if it becomes a direct member of CHAPS and Cheque
Clearing. Payment interruption risk is mitigated by a dedicated
reserve fund for the class A and B notes.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's base
case expectations may result in negative rating action on the
notes. Fitch's analysis revealed that a 30% increase in the
weighted average (WA) foreclosure frequency, along with a 30%
decrease in the WA recovery rate, would imply a downgrade of the
class A notes to 'AA+sf' from 'AAAsf'.

GVC HOLDINGS: Fitch Affirms BB+ LT IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings affirmed GVC Holdings plc's Long-Term Issuer Default
Rating at 'BB+' with Stable Outlook. At the same time, Fitch has
assigned GVC Holdings Limited's EUR1,125 million first-lien
term-loan B facility a final rating of 'BB+' with a Recovery Rating
of 'RR3'.

The 'BB+' IDR of GVC reflects its solid geographic and business
diversification, combining retail and digital betting offerings
following its takeover of Ladbrokes-Coral (Ladbrokes) in 2018.
Fitch expects sound deleveraging despite the impact on profits from
the introduction of a new stake limit of GBP2 on B2 fixed-odds
betting terminals (FOBT) machines in the UK and an increase in the
remote gaming duty to 21% from 15% (both effective since April 1,
2019). Management also has a target of a long-term net leverage
ratio below 2.0x despite a progressive dividend policy, which Fitch
believes is achievable.

The Stable Outlook reflects its view of a solid operational and
financial profile post-2020 with EBITDAR margin growing above 22%
due to merger synergies, positive free cash flow (FCF) after
dividends, and a steadier deleveraging path.

KEY RATING DRIVERS

Strong Business Profile: The combination of GVC with Ladbrokes
created one of the world's top-three leading gaming operators. The
enlarged group benefits from owning multiple leading brands,
providing betting and gaming services across multiple geographies
in Europe, as well as sizeable operations in Australia.

Industry Competition Increasing: The business's size allows the
group to benefit from economies of scale - in an industry that is
becoming more competitive and tightly regulated - whether through
further consolidation or taking market share from less competitive,
smaller operators. Fitch expects the contemplated merger of Flutter
Entertainment and The Stars Group (B+/RWP) to create a major rival
to GVC, both in Europe (where the combined Flutter and Stars group
would be larger than GVC), and in the US where GVC set up a JV with
MGM Resorts International (BB/Stable) targeting the recently
regulated US sport-betting market. The JV launched its operations
this year, one year after its main competitors Flutter
Entertainment or Draftkings.

M&A Record Reduces Execution Risks: The management teams of GVC and
Ladbrokes have a strong record of integrating mergers and
acquisitions, and Fitch has therefore factored into its ratings
reduced integration risks regarding the realisation of potential
synergies. However, given the size of the merger as well as the
gaming machines review outcome in the UK on the new stake limit,
Fitch does not rule out a slower pace of cost-savings, with UK
online migrations having begun in 2H19.

Uncertain UK Regulatory Environment: 2019 saw a number of
regulatory changes whose implementation has affected all gaming
operators. Given the high political scrutiny, more changes are in
prospect, such as the ban of credit card for online gaming, or a
maximum GBP2 stake on online casino as recommended by a parliament
group. Fitch conservatively estimates that the reduction in the
stake limit on B2 machines to GBP2 from GBP100 will have an impact
of around GBP150 million on GVC's EBITDA by 2020. While the rise in
remote gaming duty to 21% from 15% has affected GVC's UK online
business, this has been compensated for by strong growth of online
revenues (net gaming revenues (NGR) up 15% in 9M19).

Responsible Gaming Pressure: Regulatory pressures are mounting on
gaming operators to put in effective safeguards for problem
gamblers. GVC has significantly increased its funding of
responsible gaming initiatives, agreed to further TV and stadium
advertising restrictions and rolled out safer gaming tools and
behavioural tracker systems.

Other Regulatory Risks on the Rise: Gaming operators are impacted
by increasing political pressure. The introduction of a state-wide
consumption tax in Australia will affect profitability, while
licence renewals in Italy could lead to some uncertainty and lumpy
capex. GVC was also fined roughly EUR187 million for tax issues
dating back to 2010-2011 at Sportingbet in Greece, with around
GBP80 million to be paid in 2019. In Germany the main risk is the
medium-term regulatory environment for sports betting and gaming.
Fitch also expects GVC to pay EUR76 million to Austrian authorities
next year for unpaid betting and gaming taxes dating back to 2011.
Fitch estimates that GVC has sufficient financial flexibility to
meet this payment.

Profitability Improvement Expected: Fitch forecasts EBITDAR margin
to improve towards 26% by 2022 from 22% in 2019, as Fitch expects
the group to deliver at least GBP100 million of cost-savings from
the merger and takes advantage of increasing scale. In addition,
Fitch expects the enlarged group to benefit from multi-channel
capabilities, translating into satisfactory brand and product
awareness, at a time of high scrutiny on gaming advertising.

Satisfactory Cash-Generating Capability: Fitch believes GVC should
be able to generate around 5% FCF after dividends by end-2021 given
expectations of steady capex in 2019-2020. This allows for
reasonably good deleveraging prospects. Fitch expects that the main
driver will be revenue growth, coupled with enhanced profitability,
and low working capital requirements.

Improving Financial Headroom: Fitch expects funds from operation
(FFO)-adjusted net leverage to fall to around 3.6x by 2021 from
4.5x in 2019, as GVC grows in size and improves its profitability.
Fitch estimates that management will remain committed to a net
debt/EBITDA target of below 2.0x in the long term, equating to
FFO-adjusted net leverage below 3.0x, despite a minimum 10% annual
increase in dividends. Fitch believes the group may look to repay
debt to achieve its financial leverage target, in turn supporting
its credit profile. Fitch forecasts FFO fixed-charge coverage to be
strong for the rating at above 4.0x from 2021, due to a low cost of
debt and lower future rental expenses as the group is closing shop
units in the UK.

DERIVATION SUMMARY

GVC's business profile is commensurate with a higher rating
category, supported by strong profitability and financial
flexibility. GVC's expected EBITDAR margin at 22%-26% (assuming
medium margin volatility through an average downturn) is solid
relative to 'BB' category-rated peers at 15%. GVC has weaker
profitability than Sazka Group (BB-/Stable), and is more exposed to
regulation becoming stringent in sports-betting and online, but
displays lower leverage and better geographic diversification.

GVC's leverage is high for the 'BB+' rating, and slightly higher
than closest peer William Hill Plc's, as well as that of other
rated gaming operators such as Crown Resorts Limited's (BBB/Stable)
and Las Vegas Sands Corp's (BBB-/Positive).

KEY ASSUMPTIONS

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

  - 2019-2022 revenue CAGR of 0.4%, with a decline in 2019-2020 as
lower UK retail revenue is not fully offset by rise in online
revenue;

  - EBITDA margin improving to around 23% in 2021 from 19.3% in
2019 due to synergies delivered through the integration of
Ladbrokes Coral;

  - Bolt-on acquisitions and contingent payments for previous
acquisitions of around GBP170 million over the rating horizon to
2022;

  - Reducing capex intensity, to around 4% to 5% of revenues by
2021; and

  - Annual increase in dividends of at least 10% as communicated in
the group's financial policy.

RATING SENSITIVITIES

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

  - Successful integration of the two businesses, lack of material
tightening in gaming regulation, and realisation of planned
synergies resulting in profitability (EBITDAR margin above 27%)
exceeding Fitch's rating case projections

  - FFO-adjusted net leverage trending towards 3.0x (gross towards
3.5x)

  - FFO fixed-charge coverage remaining above 3.5x

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

  - Evidence that the group is not realising the expected synergies
or facing other difficulties, such as increased competition or
tighter regulation leading to weaker-than-forecast profitability
(for example EBITDAR margin at or below 22%)

  - FFO-adjusted net leverage remaining above 4.0x (gross above
4.5x) by end-2021

  - Increased shareholder returns that limit the group's
deleveraging path

  - FFO fixed-charge coverage below 3.0x

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch forecasts that GVC's liquidity will
remain adequate under its base case scenario. As of September 30,
2019, it had drawn down GBP100 million of a GBP550 million facility
(of which GBP495 million can be utilised as a multi-currency
facility), leaving adequate liquidity buffer. Fitch estimates that
positive FCF from 2020 will further support liquidity. The group
has no material debt maturity until 2022 and 2023 when Ladbrokes'
bonds (respectively GBP100 million and GBP400 million) are due.

All Senior Debt Capital Structure: The capital structure is
characterised by an all-senior debt structure (ie no second-lien
debt). The asset base comprises principally limited sizeable
tangible assets, resulting in limited additional credit enhancement
arising from the security package at the 'BB+' IDR level. Fitch
expects recovery prospects to be "good" (i.e. RR3 within the band
of 51%-70% recoveries as per its criteria) for secured and
guaranteed creditors in a default, but not sufficient to merit a
single-notch uplift.

ESG CONSIDERATIONS

GVC Holdings has an ESG Relevance Score of 4 for Customer Welfare -
Fair Messaging, Privacy & Data Security - due to increasing
scrutiny on online gaming, in the context of a greater awareness
around social implications of gaming addiction and increasing focus
on responsible gaming. This has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

LENDY: Investors to Recovery Less Money
---------------------------------------
Adam Williams at The Telegraph reports that investors in failed
peer-to-peer platform Lendy have been dealt a further blow after it
emerged that funds recovered during the administration process will
be shared with the firm's creditors.

Peer-to-peer companies allow individuals to lend money to companies
and people through an online platform, The Telegraph states.  They
have boomed in popularity in recent years as investors have been
lured in by the double-digit returns on offer, The Telegraph
notes.

Firms are required to ring-fence funds that are invested by users
of their platform, which means that investors' cash can be
recovered even if the platform itself were to fail, according to
The Telegraph.

When a firm collapses, as Lendy did in May, administrators are then
appointed to recover as much cash as possible, The Telegraph
discloses.


SHOP DIRECT: Fitch Puts B LT IDR on Rating Watch Negative
---------------------------------------------------------
Fitch Ratings placed Shop Direct Limited's Long-Term Issuer Default
Rating of 'B' on Rating Watch Negative. Fitch has also placed Shop
Direct Funding plc's GBP550 million senior secured notes - rated at
'B'/'RR4' - on RWN.

The RWN reflects heightened uncertainty over the group's future
funding and liquidity following a surge in payment protection
insurance payments and provisioning eroding the equity position of
SDL's financial services (FS) subsidiary, and in light of SDL's
highly leveraged balance sheet. Although a recent equity injection
from the parent company has mitigated the liquidity risk, leverage
will likely remain high if shareholders were to inject a further
tranche by way of debt and in case of deterioration in business
trading. This in turn would increase refinancing risk, paving the
way to a downgrade to 'B-'.

The 'B' IDR of SDL reflects the good underlying performance of its
retail operations, driven by a solid performance in consumer
finance to date. Fitch expects retail-only sales to continue to
grow as positive performance by Very offsets a managed decline at
Littlewoods. Strict cost control, along with net cost savings, and
greater efficiency from a new distribution centre in the Midlands
due to open in FY20 (ending June 2020), should lead to a mildly
positive earnings profile. This, together with explicit shareholder
commitment to deleveraging, could resolve the RWN and lead to a
Stable Outlook.

KEY RATING DRIVERS

Larger-than-Expected PPI Surge: The large increase in PPI
provisioning in 4Q FY19 of an additional GBP150 million has left
not only a thin equity buffer in consumer finance but also weakened
the holding company's liquidity profile. This should however be
temporary as the deadline to submit new claims has passed (August
29, 2019), shareholders have already injected GBP75 million in
equity, while the Financial Conduct Authority has allowed financial
institutions to phase out such payments to customers over a few
months, rather than 8 weeks previously. The shareholders have also
committed to cover a further funding requirement of GBP75 million.
Excluding PPI exceptional payments profitability at the consumer
finance business remains solid, allowing SDL to support marketing
spending to recruit and maintain retail customers.

Growing Very Offsets Declining Littlewoods: SDL has solidified its
presence in UK retail despite competition from traditional
retailers with an increasing online presence and pure-play internet
retailers. This is driven by the success of Very, which accounted
for 72% of retail sales in FY19, counteracting a managed decline at
Littlewoods. Its positive view of SDL's market position is offset
by the group's concentrated presence in the UK's highly competitive
market. SDL's non-UK operations (primarily Ireland) represent just
3% of group EBITDA.

Captive Client Base, Online Retail: Shop Direct Finance Company
Limited (SDFCL), a wholly-owned subsidiary of SDL and guarantor of
its issued bond, provides consumer financing as a complementary
core offering to its online general merchandise retail operations.
SDFCL has managed its loan portfolio adequately with a declining
impaired and non-performing loan ratio (10.8% four-year average,
but 13.5% as of FYE19, partly attributable to changes in IFRS9);
this ratio is high for the profile of targeted customers, but in
line with the rating.

Synergies with SDFCL: EBITDA margin (excluding exceptional PPI
payments) at SDFCL of 26.9% in FY19 is very healthy. The
profitability stemming from loans given to retail customers allows
the financing unit to help pay the expenses for operations, IT and
marketing costs, supporting retail sales volume growth in a
symbiotic way. Fitch continues to view this feature as supportive
of SDL's sustainable business model.

Adequate Retail Profitability: EBITDA margin for its retail
operations is adequate (10.2% in FY19, adjusted for consumer
finance) relative to pure internet retailers of comparable scale.
Retail profitability, and its trend and volatility, are in line
with the rating. SDL also benefits from a fairly flexible cost
structure with limited use of operating leases. Retail-only free
cash flow (FCF) returned to positive territory in FY19 and Fitch
expects a similar performance in FY20 and FY21. This will be
supported by enhanced funds from operations (FFO) margin, and
controlled capex despite some expected restructuring cash costs
driven by the new automated distribution centre (DC) and closure of
existing DCs.

Deleveraging only Post FY20: High leverage remains one of SDL's
main rating constraints. Assuming a capital injection from
shareholders via debt, Fitch expects FFO-adjusted leverage (a proxy
of retail cash flows and Fitch-adjusted debt) will be at around
7.7x in FY20 (FY19: 7.7x), before falling towards 6.8x by FY22. The
improvement will be driven by improving sales and a better outlook
on profit margins if management's strong focus on cost control
outweighs intense competition, subdued consumer confidence and
potentially higher purchasing costs due to further sterling
weakness. Such leverage is high but acceptable for the 'B' IDR
given SDL's solid business profile. If SDL receives a second
tranche of PPI financing from shareholders in the form of equity
then its FFO-adjusted leverage could fall towards a more
comfortable 6.5x by FY22.

Adjustments For Hybrid Business Model: In its approach Fitch makes
adjustments by stripping out the results of SDFCL to achieve a
proxy of cash flows available to service debt at SDL. In its
analysis Fitch also deconsolidates the GBP1.3 billion non-recourse
securitisation financing outside of the group under SDFCL. This
securitisation debt is core to the group's consumer financing offer
and is repaid by the collection of receivables predominantly
originated from retail.

However, due to the below-average asset quality and funding and
liquidity constraints for SDFCL (prompted by the encumbered nature
of SDFCL's receivables), Fitch adds back around GBP436 million of
debt to SDL's retail operations. This is because Fitch considers
this amount as a hypothetical equity injection from SDL to SDFCL to
attain a capital structure for the subsidiary that would require no
cash calls to support the latter's operations over the rating
horizon. Fitch makes this adjustment despite the business being
financed on a non-recourse basis via a receivables securitisation.

Unproven Commitment to Deleveraging: SDL's owners have demonstrated
their support to the business by injecting GBP100 million in June
2018 (via a reduction in the receivables position with Shop Direct
Holding Limited (SDHL) sitting outside the restricted group) and
the recent GBP75 million cash injection by way of equity to help
finance the latest PPI surge. The rating still reflects the risk
that SDL's owners may remain opportunistic about further cash
leakages to SDHL, but Fitch assumes such distributions will depend
on future financial performance. At present SDL is not targeting
specific leverage metrics, suggesting limited commitment to
long-term deleveraging.

DERIVATION SUMMARY

With over 50% of the group's consolidated total assets related to
trade receivables - relative to a 1.5% equivalent figure for Marks
and Spencer Group plc (M&S, BBB-/Negative) or 3% for New Look Bonds
Limited (CCC+) - the asset base is different from other traditional
retailers'. Financial services income is driven by a retail
customer base with over 95% of transactions using a credit
account.

With key focus on online retail operations and its associated
client base, the cost base is also different from traditional
retailers' without any meaningful fixed assets or operating leases.
This is reflected in stronger EBITDAR-based margin conversion into
FCF post-dividends. SDL's dedicated online retail activities are
enabled by consumer finance operations via intra-group loans. This
is an unusual business arrangement from the rated corporates
universe but helps to support its commercial proposition.

Fitch acknowledges SDL's compelling product and service offering
relative to that of key competitor Amazon.com, Inc. (A+/Positive)
or pure online retailers such as Bohoo or ASOS. SDL also benefits
from an efficient distribution infrastructure with the lowest
picking costs and an established online platform without
duplication of costs/capex compared with M&S, New Look or other
brick-and-mortar retailers with an expanding online presence such
as Next plc.

KEY ASSUMPTIONS

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

Retail revenue to grow 2.1% in FY20, as growth at Very outweighs a
managed decline at Littlewoods, then gradually accelerating to
2.5%-3.5% p.a. over FY21-FY23;

Retail-only EBITDA margin to increase to 10.5% in FY20, 10.8% in
FY21 but remain below 11% over the rating horizon to FY23 subject
to product mix, reflecting cost-control initiatives;

Capex/revenue ratio of 3.5%-3.8% over the rating horizon;

No pension contributions over the rating horizon and management fee
of GBP5 million a year, which are recorded within other items
before FFO;

Non-operating/non-recurring cash outflows of GBP22million and
GBP27million in FY20 and FY21 mainly related to fulfilment
centres;

No shareholder distribution or cash leakages to SDHL assumed over
the rating horizon; and

Further cash injection of GBP75 million from shareholders
(currently conservatively assumed in the form of debt) in FY20.

KEY RECOVERY RATING ASSUMPTIONS

Its recovery analysis continues to assume that SDL would be
considered a going concern in bankruptcy and that the group would
be reorganised as Fitch expects a better valuation in distress than
liquidating its assets (and extinguishing the securitisation debt)
after satisfying trade payables. Fitch has assumed a 10%
administrative claim.

Fitch uses its proxy retail-only EBITDA of GBP87 million, which
excludes GBP70 million "run rate" contribution for operating cost
from SDFCL - an amount deemed sustainable to continue to operate as
a combined "retail + consumer lending" platform post-restructuring.
Fitch applies a 19% discount to this EBITDA figure, which results
in stabilised "retail-only" post-restructuring EBITDA of GBP71
million. Fitch also takes out the GBP1.3 billion non-recourse
securitisation financing outside the group under SDFCL, as Fitch
assumess that consumer finance can be structured by a third-party
bank or in a joint venture after restructuring.

Fitch uses a 5.0x distressed enterprise (EV)/EBITDA multiple,
reflecting a growing online retail and technology platform and
competitive position enabled by consumer finance.

For the debt waterfall Fitch assumes a fully drawn super senior RCF
of GBP100 million and GBP7.6 million of debt located in
non-guarantor entities. This debt ranks ahead of SDL's bonds. After
satisfaction of these claims in full, any value remaining would be
available for noteholders (GBP550 million) and a GBP50 million pari
passu RCF issued by SDFCL. Its waterfall analysis generates a
ranked recovery for noteholders in the 'RR4' band, indicating a 'B'
instrument rating. The waterfall analysis output percentage on
current metrics and assumptions is 35% (unchanged).

RATING SENSITIVITIES

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

Visibility on PPI claims resolution leading to enhanced cash flow
generation at consolidated level and liquidity buffer;

Ability and commitment to bring retail-only FFO adjusted (gross)
leverage below 6.5x (FY19: 7.7x);

Steady business growth (at least mild sales growth) and
profitability reflected in FFO margin above 5% on a sustained
basis;

Neutral-to-positive retail-only FCF along with FFO fixed charge
cover above 2.0x (FY19: 2.5x); and

Maintenance of adequate asset quality not affecting consumer
finance profitability and cash flows, and ultimately continuing to
support SDL's retail activities

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

Retail-only FFO-adjusted (gross) leverage above 7.0x on a sustained
basis;

Tighter liquidity due to negative FCF, high permanent drawings
under the revolving credit facility (RCF) and/or insufficient
shareholder support;

Weak business growth (neutral to mild sales growth) and
profitability under more challenging market conditions in the UK as
reflected in an FFO margin below 5%;

FFO fixed charge cover below 2.0x; and

Deterioration in SDL's asset quality negatively affecting
profitability and cash flows at the consumer finance division, and
ultimately its ability to support retail activities.

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: Fitch considers SDL's liquidity position rather
low for the rating. Liquidity headroom has diminished as GBP95
million was drawn under its GBP150 million total committed RCF as
of June 2019. Seasonal movements suggest that rather poor liquidity
by end-1Q FY20 (measured as cash minus drawn RCF) should improve in
2Q FY20-3Q FY20. Therefore Fitch expects SDL will be able to cover
short-term liquidity requirements for operational needs, while
outstanding PPI payments would be funded by an expected second cash
contribution by shareholders after February-March 2020.

Moreover, Fitch expects the business will continue generating some
positive FCF over the rating horizon. The group has no meaningful
debt repayments before May 2022.

SUMMARY OF FINANCIAL ADJUSTMENTS

See paragraph "Adjustments Follow Hybrid Business Model" in Key
Rating Drivers

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of 5. This
means ESG issues are highly-relevant, a key rating driver that has
a significant impact on the rating on an individual basis.

SDL has a Relevance Score 5 for Customer Welfare/Fair Messaging,
Privacy and Data Security due to its prior exposure to mis-selling
claims on historical insurance sales (PPI) that led to large
provisions and unexpected cash outflows ahead of the FCA deadline
to submit new claims before August 29, 2019. Fitch also assigns a
Relevance Score of 4 for Group Structure and Governance Structure
given sub-optimal board independence and effectiveness relative to
rated peers, as well as ownership concentration, group complexity
and certain related-party transactions, which may lead to some
mis-alignment between shareholders and creditors' interests.

These factors have a negative impact on the credit profile and are
relevant to the ratings in conjunction with other factors.


                           *********


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-
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Editors.

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

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