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

                          E U R O P E

          Tuesday, December 10, 2019, Vol. 20, No. 246

                           Headlines



C R O A T I A

3 MAJ: Posts HRK713-Mil. Loss in 2018


G E O R G I A

HALYK BANK GEORGIA: Fitch Upgrades LT IDR to BB, Outlook Positive


G E R M A N Y

CERAMTEC BONDCO: Fitch Corrects November 13, 2019 Press Release
K+S AG: Moody' Cuts CFR to Ba3; Withdraws Ratings for Lack of Info


G R E E C E

NAVIOS HOLDINGS: Moody's Downgrades CFR to Caa1, Outlook Stable


I R E L A N D

ARBOUR CLO VII: S&P Assigns Prelim B- (sf) Rating to Cl. F Notes
BAIN CAPITAL 2019-1: Fitch Puts Final B-sf Rating to Class F Debt
BARINGS EURO 2019-2: Fitch Assigns B-(EXP) Rating to Class F Debt


I T A L Y

ALITALIA: Italian Government Prepares to Provide Emergency Aid
MARATHON SPV: Moody's Assigns B1 Rating to EUR33.7MM Cl. B Notes


L U X E M B O U R G

KLEOPATRA HOLDINGS: S&P Affirms 'B-' Long-Term ICR, Outlook Neg.


N E T H E R L A N D S

VODAFONEZIGGO GROUP: Fitch Rates Vendor Financing Notes Final B-


P O L A N D

ZAKLADY MIESNE: Court Halts Accelerated Arrangement Proceedings


R U S S I A

COMMERCIAL AGROINDUSTRIAL: Put on Provisional Administration
LENTA LTD: S&P Withdraws 'BB-' Long-Term Issuer Credit Rating


S P A I N

HIPOCAT 9: Moody's Upgrades EUR23.5MM Class D Notes to B2(sf)
IM CAJAMAR 4: Fitch Affirms CCCsf Rating on Class E Debt
NH HOTEL: Fitch Downgrades LT IDR to B, Outlook Stable


S W I T Z E R L A N D

GATEGROUP HOLDING: S&P Hikes Long-Term ICR to 'B+', Outlook Stable


T U R K E Y

YAPI VE KREDI: S&P Affirms 'B+/B' ICRs, Outlook Stable
[*] TURKEY: Eases Rules on Classifying Banks' Non-Performing Loans


U K R A I N E

UKRLANDFARMING: Group of Foreign Creditors Seeks Meeting with PM


U N I T E D   K I N G D O M

ELEMENT MATERIALS: S&P Affirms 'B' ICR, Alters Outlook to Negative
ELVET MORTGAGES 2019-1: Fitch Puts Final B-sf Rating to Cl. F Debt
ELVET MORTGAGES 2019-1: S&P Assigns BB+ (sf) Rating to Cl. F Notes
ITHACA ENERGY: S&P Assigns B+ Issuer Credit Rating, Outlook Stable
KEMBLE WATER: Fitch Puts BB- IDR on Rating Watch Negative

LERNEN BONDCO: S&P Affirms 'B-' ICR On Shareholders' Cash Support
MALLINCKRODT PLC: S&P Lowers ICR to 'SD' on Distressed Exchange
MARKETPLACE ORIGINATED 2019-1: Fitch Rates Class F Debt BB-(EXP)
METRO BANK: Chief Executive Craig Donaldson Steps Down
MILLER HOMES: Fitch Affirms BB- LT IDR, Outlook Stable

PRECISE MORTGAGE 2017-1B: Fitch Affirms BB+sf Rating on Cl. E Debt
THOMAS COOK: Condor Plans to Double Operating Profit Margin
WATT BROTHERS: Flagship Store to Close on December 15

                           - - - - -


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C R O A T I A
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3 MAJ: Posts HRK713-Mil. Loss in 2018
-------------------------------------
SeeNews reports that Croatian shipyard 3. Maj said it turned to a
HRK713 million (US$105 million/EUR96 million) loss last year, from
a HRK3.0 million profit in 2017, as revenues collapsed, while costs
stayed rather high.

According to SeeNews, the company said in an interim financial
statement on Nov. 27 operating revenue dropped to HRK112 million in
2018 from HRK797 million a year earlier, while operating costs fell
to HRK705 million from HRK793 million.

In September, the commercial court in Riejka decided not to launch
bankruptcy proceedings against 3. Maj because the shipyard had
proved it had settled all overdue debt and submitted evidence
showing its account was no longer blocked over unpaid debt, SeeNews
recounts.

The court's decision came after the government said it would issue
guarantees for a HRK150 million life-saving loan from state-owned
development bank HBOR to help 3. Maj pay wage arrears and restart
production, SeeNews notes.  A condition for the loan approval was
that all 3. Maj creditors, including the state, had to agree to
postpone until September 1, 2021 the repayment of debt owed to them
by the shipyard, SeeNews discloses.

3 Maj is part of troubled Croatian shipbuilding group Uljanik.  The
group includes another major shipyard in Croatia, Uljanik Shipyard,
along with smaller subsidiaries.




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HALYK BANK GEORGIA: Fitch Upgrades LT IDR to BB, Outlook Positive
-----------------------------------------------------------------
Fitch Ratings upgraded Halyk Bank Georgia's Long-Term Issuer
Default Rating to 'BB' from 'BB-'. The Outlook is Positive.

KEY RATING DRIVERS

The upgrade of HGB follows that of its parent, Kazakh JSC Halyk
Bank (HBK, BB+/Positive).

HBG's IDRs and Support Rating are driven by potential support from
HBK. Fitch believes that HBK has a high propensity to support its
Georgian subsidiary, given full ownership, low cost of support
given HBG's small relative size, common branding and negative
implications for HBK's franchise and funding in Kazakhstan and CIS
in case of the subsidiary's default.

The one-notch difference between the Long-Term IDRs of HBK and HBG
reflects the cross-border nature of the parent-subsidiary
relationship and the limited role of the Georgian subsidiary in the
group and its modest contribution to the group's performance. The
Positive Outlook on HBG's IDR mirrors that on the parent.

The 'b+' Viability Rating (VR) of HGB factors in its moderate
financial profile metrics, limited franchise and heightened risk
appetite as reflected in its significant lending concentrations and
above-market growth. Foreign-currency loans accounted for a high
76% of gross loans at end-1H19. Its loan book was highly
concentrated with the 25-largest borrowers equal to 37% of gross
loans or 1.3x of Fitch Core Capital (FCC). Asset-quality risk could
arise from a high exposure to the construction and real estate
sector (26% of gross loans or 0.9x FCC at end-1H19).

HBG's impaired loans (Stage 3 loans under IFRS 9, based on
management accounts) surged to 12.9% at end-1H19 from 7.6% at
end-2018, due mainly to a single large default. Coverage by total
loan loss allowances decreased to a low 16%, reflecting the bank's
reliance on collateral. Regulatory impaired loans (overdue loans
and loans to borrowers with weak or deteriorating financial
performance) increased to 9.6% at end-3Q19 from 4.8% at end-2018
but were better-covered by 57% due to higher provisioning
requirements in prudential accounts.

HBG's profitability is reasonable, reflected by an operating
profit-to-risk-weighted assets (RWAs) ratio of 2.2% in 1H19
(annualised). The bank's net interest margin narrowed to 5.9% in
1H19 from 6.3% in 2018 and 7.5% in 2017, driven by higher cost of
funding. Loan impairment charges remained low (0.2% of gross loans
in 1H19) despite deterioration of asset quality and supported a
reasonable return on average equity of 9.4% in 1H19.

The bank's FCC-to-RWAs ratio improved to 22% at end-1H19 from 16%
at end-2017 (according to management accounts), helped by capital
injections from the parent bank (GEL28 million in 2018-1H19) and
the absence of loan growth in 1H19. The regulatory Tier 1 and total
capital ratios were adequate at 18.8% and 22.1% at end-3Q19,
respectively, allowing the bank to reserve about 8% of gross loans
without breaching the minimum required levels, including buffers.
Capitalisation is undermined by an elevated amount of unreserved
impaired loans (38% of FCC at end-1H19) although this is mitigated
by reasonable collateralisation.

HBG is primarily funded by its parent bank (74% of liabilities),
while customer deposits represent only 24% of liabilities and are
mainly attracted from corporates. HBG's standalone liquidity
position was moderate with liquid assets (cash, interbank, assets
eligible for repo), net of potential third-party repayments,
sufficient to cover 47% of customer accounts at end-3Q19. Coverage
of foreign-currency customer accounts by foreign-currency liquidity
was a lower 17%. Positively, HBG's liquidity position benefits from
support provided by the parent bank.

RATING SENSITIVITIES

HBG's VR is mainly sensitive to a material weakening of asset
quality, and the resulting negative impact on profitability and
capitalisation. A decrease of the capital buffer, with regulatory
total capital ratio approaching 18% could result in a downgrade of
the rating. Upside for the VR is currently limited and would
require notable improvements in the bank's franchise, risk appetite
and financial profile metrics.

HBG's IDR is sensitive to changes in the rating of HBK and Fitch's
assessment of support from the parent. Upside for the rating is
currently limited to one notch as Fitch caps the ratings at one
notch above the Georgian sovereign rating (BB/Stable) to reflect
the country risks that domestic banks are exposed to.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Ratings are driven by support from HBK.

ESG CONSIDERATIONS

HBG'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.



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G E R M A N Y
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CERAMTEC BONDCO: Fitch Corrects November 13, 2019 Press Release
---------------------------------------------------------------
Fitch Ratings replaced a ratings release published on November 13,
2019 to correct the name of the obligor for the bonds.

Fitch Ratings affirmed Germany-based ceramic manufacturer CeramTec
BondCo GmbH's 'B' Long-Term Issuer Default Rating with a Stable
Outlook. Fitch has also upgraded the senior loan rating assigned to
the facilities issued by CTC AcquiCo GmbH to 'BB-'/RR2/74% from
'B+'/RR3/69%, and affirmed the senior notes issued by CTC BondCo
GmbH at 'CCC+'/RR6/0%.

The ratings reflect CeramTec's moderate size and limited
diversification, focused on high-performance ceramics for
healthcare and industrial applications, and its highly levered
capital structure. This is partly offset by the group's
well-established market position in the resilient, profitable and
well-invested medical applications business. The ratings also
factor in the company's strong cash generation and Fitch's
expectation of a balanced approach to cash deployment, allowing
appropriate investments in growth and leaving a comfortable
liquidity reserve to support daily operations.

The Recovery Rating is based on a waterfall analysis, which
generated a recovery in the 'RR2' band, indicating a 'BB-'
instrument rating. The waterfall analysis output percentage on
current metrics and assumptions was 74%. The upgrade of the senior
loan rating reflects the repayment of over EUR70 million of the
Term Loan B since 4Q18, including approximately EUR50 million which
has led to higher estimated recoveries of the senior facilities.

KEY RATING DRIVERS

Deleveraging Expected: The company's funds from operations (FFO)
adjusted gross leverage of 8.1x at end-2018 is high for the rating,
although Fitch expects that robust expansion of FFO, as well as
possible pre-payment of the company's debt, is likely to lead to
de-leveraging below 7x by end-2021, which is a level more
commensurate with the rating, given the company's financial risk
profile.

Strong Cash Flows: Fitch expects CeramTec will generate sustainable
and strong FFO margins of above 20% in the short to medium term
(2018: 22%), driven by robust demand for the company's products and
the benefits stemming from cost-control measures. Furthermore,
Fitch believes that the free cash flow (FCF) margin will reach and
remain well in excess of 10% (2018: 3.8%) after 2019 given the
business's moderate capex needs and assuming no dividend payments.
After leverage, the underlying resilience and strength of the
operating and FCF remain the main drivers of the rating.

Medical Technology as Rating Anchor: Its assumption of moderately
growing through-the-cycle EBITDA are supported by the inherent
visibility, stability and profitability of the medical technology
segment, which according to Fitch's estimates accounts for a
significant portion of CeramTec's profit and cash flows. Fitch
therefore expects that the adverse volume and price dynamics that
the company could experience in its industrial segment will not
result in a meaningful earnings loss for the group, distinguishing
CeramTec from pure, diversified industrial manufacturers.

MidCap Operations a Rating Constraint: Given its business scale and
a strong focus on Europe, CeramTec remains a niche business, whose
ratings will remain constrained in the 'B' rating category. The
sponsor and management have made efforts to increase operational
diversity across industrial applications, end-markets and
geographies, which should lead to greater scale and more credit
stability. However, Fitch views this as a long-term process, which
is only likely to become visible beyond the rating horizon after
2022.

Some Small Acquisitions Possible: The company's ratings have a
certain amount of headroom for the addition of smaller businesses
or assets of up to EUR50 million a year to reinforce CeramTec's
market presence in the industrial applications of high-performance
ceramics, where Fitch sees some scope for growth. Larger M&A
transactions would pose event risk, which would have to be assessed
by Fitch based on the acquisition economics and funding mix.

DERIVATION SUMMARY

Fitch analyses CeramTec as a diversified industrial group, and
overlay the analysis with a focus on the company as a medical
technology group, particularly as Fitch estimates that the majority
of the EBITDA-capex contribution, which Fitch views as a proxy for
FCF, comes from the non-cyclical, highly profitable and less
capital-intensive medical division.

CeramTec benefits from the same strong, non-cyclical
cash-generative medical operations as medical technology peers such
as Synlab Unsecured BondCo PLC (B/Stable) or Cerberus Nightingale 1
S.A., while reporting stronger EBITDA and FCF margins, which
balances out its high financial risk. On a purely medical
technology basis and with the current amount of financial debt
proportionately applied to its medical division, CeramTec would
likely be a convincing 'B' credit.

In the context of its industrial applications against Fitch's
universe of publicly and privately rated engineering and
manufacturing peers, CeramTec would instead be positioned as a weak
'B-' given the combination of a more volatile underlying divisional
earnings and cash flow profile and highly levered balance sheet.
The sum of the parts analytical approach due to the dual nature of
CeramTec's credit risk therefore supports a 'B' IDR, with a
stronger emphasis placed on the medical technology business, with
strong internal cash generation offsetting an aggressive capital
structure.

KEY ASSUMPTIONS

  - Revenue growth of 4.4% in 2019 and 2.9% in 2020 driven by
weakness from the industrial applications segment offset by the
strength of the medical segment

  - EBITDA margins remaining stable in the mid 30% range

  - Capex peaking in 2019 at around EUR50 million, before
stabilising at under 5% of revenue thereafter

  - No M&A activity as this is seen as event risk

  - Opportunistic debt repayment

RATING SENSITIVITIES

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

  - Meaningful de-leveraging with FFO adjusted gross leverage
falling below 8x;

  - FCF strengthening towards EUR150 million;

  - Improved business profile, including greater scale and
geographic diversification

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

  - FFO adjusted gross leverage remaining in excess of 8.5x;

  - Stagnating or declining sales due to price erosion, flat
volumes or onerous launch of new products without a material
operating contribution;

  - Stagnant EBITDA margins at 33% due to inability to compensate
for price pressure and adverse volume dynamics;

  - FCF below EUR50 million with FCF margins contracting to
mid-single digits.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch views the company's liquidity profile
as comfortable. Fitch expects the company to generate operating
cash flows of in excess of EUR80 million-EUR85 million per year
during 2019-2022, which will easily accommodate its capital
investment programme. The 2025 fully committed EUR75 million
revolving credit facility (RCF) is expected to remain undrawn at
year-end over the rating horizon, further increasing CeramTec's
financial flexibility. Fitch excludes from its liquidity analysis
EUR16 million as a minimum required for operational needs, which
cannot be used for debt service.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Operating leases: Capitalised at a multiple of 8.0x

  - Factoring: Off-balance sheet non-recourse factoring treated as
short-term debt

  - Reported cash of EUR 16 million is treated as not readily
available as it is deemed necessary for the company's operations

Shareholder Loan: Treated 100% as equity, as requirements for
equity credit according to Fitch's Criteria are fulfilled.

  - EBITDA: Non-recurring items added back to EBITDA include
acquisition costs and transaction related costs

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.

K+S AG: Moody' Cuts CFR to Ba3; Withdraws Ratings for Lack of Info
------------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba2 the Corporate
Family Rating of K+S AG, to Ba3-PD from Ba2-PD the probability of
default rating and to Ba3 from Ba2 the rating assigned to its
EUR500 million senior unsecured bond maturing in June 2022. The
rating outlook has been changed to stable from rating under review.
Following the downgrade Moody's will withdraw all ratings of K+S.

RATINGS RATIONALE

RATIONALE FOR DOWNGRADE TO Ba3

Moody's has downgraded the ratings of K+S to Ba3 to reflect the
high leverage of 5.5x which is expected for 2019, as well as the
continued negative free cash flow generation. The company revised
for a second time its 2019 EBITDA guidance by EUR 50 million when
it released financial results for the first nine months on November
14. As a result, Moody's expects negative free cash flow generation
in 2019 if capital investments are not curtailed beyond the EUR550
million level that management is now guiding for 2019.

After the completion of the Bethune mine in 2017 Moody's had
expected a significantly improved operating performance, which
should have led to a swifter deleveraging, but events in 2019 that
triggered two material management EBITDA guidance downward
revisions have reversed that trend. In comparison with other
Ba-rated fertilizer companies such as EuroChem Group AG and CF
Industries Holdings, Inc., the rating for K+S at the Ba2 level is
weakly positioned, driven by high leverage, negative FCF generation
as well as lower operating margins.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation of moderate
deleveraging to around 5.3x in 2020. It also assumes that there
will be no further material performance shortfalls and that
management establishes a track record of meeting its guidance. It
also assumes that liquidity will remain sufficient going forward.

RATIONALE FOR WITHDRAWAL OF ALL RATINGS

Moody's has not received information, such as covenant level, and,
if applicable, covenant compliance, from the company about its
EUR800 million syndicated bank facility due 2024 in order to assess
the strength of the liquidity. As a non-participating issuer, K+S
does not share any information with Moody's beyond what is publicly
available. Hence Moody's has been unable to get access to the
credit documentation and can no longer opine on matters concerning
the company's liquidity profile given its inability to access
private information. The rating agency therefore does not have the
capacity to monitor financial covenants, if present. As liquidity
is an increasingly important factor especially in light of the
currently elevated leverage, Moody's decided to withdraw all
ratings for K+S following the downgrade of the CFR to Ba3 due to
insufficient information being available.

Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

COMPANY PROFILE

Headquartered in Kassel, Germany, K+S AG is one of the world's
leading potash fertilizer producers and the world's largest
supplier of salt products. The company operates six potash mines in
Germany and commissioned Bethune plant in Canada in 2017, as well
as numerous salt mines in Europe, North and South America. The
company for 2018 reported consolidated sales of EUR4.0 billion,
EBITDA of EUR606.3 million and an EBITDA margin of 15.0%. K+S on
December 2, 2019 had a market capitalisation of approximately
EUR2.0 billion.



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NAVIOS HOLDINGS: Moody's Downgrades CFR to Caa1, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Navios Maritime Holdings Inc. to Caa1 from B2 and the probability
of default rating to Caa1-PD from B2-PD. Moody's simultaneously
downgraded the rating of Navios Holdings' $650 million senior
secured ship mortgage notes due 2022 to Caa1 from B1. Further,
Moody's downgraded the rating of the $305 million senior secured
notes due 2022 to Caa2 from Caa1. The outlook is stable.

"This rating action reflects Navios Holdings' pattern of debt
buybacks at a material discount to par value indicating potential
for a distressed exchange should the volume of buybacks not abate,"
says Maria Maslovsky, a Moody's Vice President senior analyst and
lead analyst for Navios Holdings.

RATINGS RATIONALE

The downgrade reflects Navios Holdings' cumulative purchases of
over $80 million of 7.375% first priority ship mortgage notes due
2022 year-to-date which comprised approximately 5% of the company's
outstanding debt on September 30, 2019. The average purchase price
was approximately 65%. While Moody's acknowledges significant
returns and savings the company has realized as a result of debt
buybacks, the agency notes that debt buybacks at significant
discount indicate a loss of value for the creditors and can in
certain circumstances be viewed as distressed exchanges
particularly when alternative refinancing is unavailable or the
capital structure of the company is unsustainable. Given the
continued very low trading levels of the ship mortgage notes,
Moody's expects potential future buybacks will likely continue.
Moody's also notes the very low equity value of Navios Holdings
compared with the size of its debt.

From a more positive perspective, Moody's notes that Navios
Holdings demonstrated resilient operating results in 2019 despite
market weakness in the first quarter and aided by market recovery
in the second half of the year. As a result, Navios Holdings was
able to de-leverage by approximately a turn of leverage to 6.4x for
the twelve months ending June 30, 2019 from 7.4x for 2018.

Navios Holdings' governance, as part of the Navios Group, reflects
close relationships with related entities, including the ship
manager controlled by the group's Chairman and CEO. The companies
within the group also have a history of extending loans to each
other. Positively, given that most entities are publicly listed,
these transactions are disclosed. In addition, Moody's views Navios
Holdings' financial policy encompassing material leverage and
significant debt buybacks as being significantly weighted towards
the interests of shareholders rather than creditors.

Navios Holdings' liquidity is adequate. It is comprised of its
September 30, 2019 stand-alone cash balance of $31 million and its
expected FFO of $160 mm in 2019. The company's alternative
liquidity sources are dependent on the equity prices of its
subsidiaries, as most of the dry bulk ships are encumbered
already.

The Caa1 rating on Navios Holdings' ship mortgage notes due 2022 is
in line with the corporate family rating of Caa1 reflecting the
potential for additional buybacks of these notes resulting in a
distressed exchange. The Caa2 rating assigned to the senior secured
notes due 2022 is notched down from Navios Holdings' corporate
family rating to reflect the notes' junior-most ranking behind
significant bank debt and ship mortgage notes.

The stable rating outlook reflects Moody's expectation that the
company's operating performance will continue to be stable such
that leverage is sustained below 7.5x measured as debt/EBITDA and
the business is cash generative.

Although not expected in the near term, positive rating pressure
could occur if Navios Holdings discontinues its bond buybacks at
depressed prices, maintains leverage below 7.0x and successfully
refinances is 7.375% notes due 2022 while maintaining positive free
cash flow and adequate liquidity.

Negative rating pressure could result from a downturn in the dry
bulk market or a deterioration in the financial performance or
value of its investment holdings such that Navios Holdings'
leverage increases and is sustained beyond 8.0x debt/EBITDA. Any
liquidity challenges would also be a concern as would further
material bond buybacks which could be classified as a distressed
exchange and a default under Moody's definition.

The principal methodology used in these ratings was Shipping
Industry published in December 2017.

Navios Holdings is a global vertically integrated seaborne shipping
and logistics company focused on the transport and transshipment of
dry bulk commodities, including iron ore, coal and grain, as well
as investments in other related shipping companies in the dry bulk,
container and tanker segments. In the first nine months of 2019,
Navios Holdings generated revenues of $364 million and adjusted
EBITDA of $233 million as reported by the company.



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ARBOUR CLO VII: S&P Assigns Prelim B- (sf) Rating to Cl. F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Arbour CLO VII DAC's class A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer will also issue unrated subordinated notes.

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

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

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

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

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

  Portfolio Benchmarks
                                                     Current
  S&P weighted-average rating factor                2,589.53
  Default rate dispersion                             636.32
  Weighted-average life (years)                         5.44
  Obligor diversity measure                           131.83
  Industry diversity measure                           18.32
   Regional diversity measure                           1.31

  Transaction Key Metrics
                                                     Current
  Total par amount (mil. EUR)                         400
  Defaulted assets (mil. EUR)                           0
  Number of performing obligors                       160
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                       0
  Covenanted 'AAA' weighted-average recovery (%)       34.40
  Covenanted weighted-average spread (%)                3.60
  Covenanted weighted-average coupon (%)                4.50

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

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.60%, the covenanted
weighted-average coupon of 4.50%, and the covenanted
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

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

"At closing, we consider that the transaction's legal structure
will be bankruptcy remote, in line with our legal criteria."

"Our cash flow analysis 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 12.5%). In both scenarios, the class A to F notes 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-1 to E notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes. In our view the
portfolio is granular in nature, and well-diversified across
obligors, industries, and asset characteristics when compared to
other CLO transactions we have rated recently. As such, we have not
applied any additional scenario and sensitivity analysis when
assigning ratings on any classes of notes in this transaction.

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

  Ratings List
  Class     Preliminary rating    Preliminary amount (mil. EUR)
  A         AAA (sf)              244.00
  B-1       AA (sf)               15.00
  B-2       AA (sf)               32.00
  C         A (sf)                26.00
  D         BBB (sf)              24.00
  E         BB- (sf)              20.50
  F         B- (sf)               10.00
  Sub       NR                    40.50


BAIN CAPITAL 2019-1: Fitch Puts Final B-sf Rating to Class F Debt
-----------------------------------------------------------------
Fitch Ratings assigned Bain Capital Euro CLO 2019-1 DAC final
ratings.

RATING ACTIONS

Bain Capital Euro CLO 2019-1 DAC

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

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

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

Class D;              LT BBB-sf New Rating; previously BBB-(EXP)sf


Class E;              LT BBsf New Rating;   previously BB-(EXP)sf

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

Class M-1 Sub. Notes; LT NRsf New Rating;   previously NR(EXP)sf

Class M-2 Sub. Notes; LT NRsf New Rating;   previously NR(EXP)sf

TRANSACTION SUMMARY

Bain Capital Euro 2019-1 DAC is a cash flow CLO of mainly European
senior secured obligations. Net proceeds from the issuance is being
used to fund a portfolio with a target par of EUR400 million. The
portfolio is managed by Bain Capital Credit US CLO Manager, LLC,
Series C. The CLO envisages a 4.3-year reinvestment period and an
8.5-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 32.1.

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 67.1.

Diversified Asset Portfolio: The transaction has several Fitch test
matrices corresponding to two different top 10 obligor limits at
18% and 26.5% respectively. The manager can then interpolate
within/between these matrices. 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 4.3 year
reinvestment period and includes reinvestment criteria similar to
other European transactions'. Fitch's analysis is based on a
stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

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

Interest Rate Cap: The transaction has an interest rate cap with a
notional amount of EUR60 million (15% of the target par), a tenor
of 6.5 years with a strike rate of 2.2% to manage interest rate
risk while fixed-rate assets can go up to 10% of the aggregate
principal balance.

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 five 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.

BARINGS EURO 2019-2: Fitch Assigns B-(EXP) Rating to Class F Debt
-----------------------------------------------------------------
Fitch Ratings assigned Barings Euro CLO 2019-2 DAC expected ratings
as follows:

RATING ACTIONS

Barings Euro CLO 2019-2 DAC

Class A-1;  LT AAA(EXP)sf;  Expected Rating

Class A-2;  LT AAA(EXP)sf;  Expected Rating

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

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

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

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

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

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

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

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

TRANSACTION SUMMARY

Barings Euro CLO 2019-2 DAC is a cash flow CLO of mainly European
senior secured obligations. Net proceeds from the issuance will be
used to fund a portfolio with a target par of EUR400 million. The
portfolio is managed by Barings (U.K.) Limited. The CLO envisages a
4.5-year reinvestment period and an 8.5-year weighted average
life.

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 33.0, below the indicative covenant of 34.0.

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 66.6%, above the
indicative covenant of 64.6%.

Diversified Asset Portfolio: The transaction has several Fitch test
matrices corresponding to different obligor and fixed rate asset
limits. The manager can then interpolate within/between these
matrices. The indicative top 10 obligors and maximum fixed rate
limit for assigning the expected rating is 20% and 15%,
respectively. 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 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 five 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.



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

ALITALIA: Italian Government Prepares to Provide Emergency Aid
--------------------------------------------------------------
Miles Johnson and Davide Ghiglione at The Financial Times report
that the Italian government is ready to follow up emergency aid for
Alitalia by injecting hundreds of millions of euros of loans into
its struggling steel industry if Rome cannot find a private sector
solution for a dual industrial crisis that has shaken its fragile
coalition government.

Stefano Patuanelli, minister for economic development, said in an
interview with the FT that Italy was prepared to intervene if
necessary in its Ilva steel works with funds that would be likely
to place Rome under further scrutiny from Brussels over possible
illegal state aid to Italian companies.

Last year the EU competition commission opened an investigation
into whether Italy's loans to Alitalia, the national airline, were
in breach of state aid rules but has not yet ruled on the issue,
the FT recounts.

Together Alitalia and Ilva employ more than 22,000 people and
Italy's coalition government has struggled to balance its desire to
protect these jobs with its need to allow for a restructuring that
would attract reluctant foreign investment into the two struggling
companies, the FT notes.  Rome approved an injection of a further
EUR400 million into Alitalia after no private sector bidders
emerged to take over the airline, the FT discloses.

According to the FT, Mr. Patuanelli, a member of the Five Star
Movement which in opposition had pledged to close the Ilva plant,
said he would prefer if Rome could reach an agreement with
ArcelorMittal, the current owner of Ilva.  The steel giant has said
it is prepared to leave Italy after being stripped of legal
protections for environmental liabilities that it argues could
leave it facing large fines, the FT relays.

ArcelorMittal, which awaits the result of a court hearing on its
exit from the investment, has said it could still reach an
agreement with the government to stay in Italy, the FT notes.  Mr.
Patuanelli has said that ArcelorMittal must restructure the plant
to make it more environmentally friendly and protect Italy's steel
sector, according to the FT.

Mr. Patuanelli said that one solution would be for the Italian
state to co-invest in Ilva with a private investor, that could be
ArcelorMittal if an agreement was reached, the FT relates.

Mr. Patuanelli, as cited by the FT, said Rome had been in close
contact with the office of Margrethe Vestager, EU competition
commissioner, to discuss the EUR900 million in loans it had made to
Alitalia after Etihad airlines abandoned the carrier in 2017.

"We are not providing [state] aid to the [Alitalia airline], but
for the management of a sale process that unfortunately has taken a
very long time, because the market has not shown interest in the
national airline," the FT quotes Mr. Patuanelli as saying.

The minister said that the Italian government was only putting more
money into Alitalia because it believed that the company would
eventually recover and the state would be repaid, the FT relays.

Analysts have argued that Alitalia will never be able to make a
profit in the cut-throat European airline sector unless it reduces
its high cost base and staffing levels, but Italian trade unions
have repeatedly threatened strike action against further cuts, the
FT discloses.


MARATHON SPV: Moody's Assigns B1 Rating to EUR33.7MM Cl. B Notes
----------------------------------------------------------------
Moody's Investors Service assigned definitive long-term credit
ratings to the following notes issued by Marathon SPV S.r.l.:

EUR286.5M Class A Asset Backed Fixed Rate Notes due October 2034,
Assigned Baa2(sf)

EUR33.7M Class B Asset Backed Fixed Rate Notes due October 2034,
Assigned B1(sf)

Moody's has not assigned any rating to EUR 16.9M Class J Asset
Backed Fixed Rate and Variable Return Notes due October 2034.

Marathon SPV S.r.l., is the first Italian transaction backed by a
portfolio comprising only unsecured non-performing loans (NPLs).

Hoist Finance AB (Baa3/P-3) is the sponsor of the transaction and
the portfolio will be sold to the Issuer by two special-purpose
vehicles (SPVs). The senior notes will not be covered by the GACS.

The total balance of Class A, Class B and Class J Notes is equal to
EUR 337.029M representing approximately 6.70% of the GBV.

The portfolio has a gross book value of EUR5,027.5 million,
including EUR 31.9 million of net collections that will be
available to repay the notes on the first IPD. The loans have been
originated by several Italian banks and financial institutions,
including Banco BPM, Agos Ducato and the assets have an average
seasoning from default of over six years. Loans to corporates make
up 42.6% of the portfolio, while loans to individuals account for
the remaining 57.4%.

A significant portion of the borrowers (19.6%) had entered into a
recovery plan secured by a promissory notes and Moody's expects
that most of the recoveries will come from these loans. The
portfolio will be serviced by Hoist Italia S.r.l. (NR), wholly
owned by Hoist Finance AB (Baa3, Senior Unsecured), in his role as
special servicer and the servicing performance will be monitored by
the monitoring agent, Securitisation Services S.p.A. (NR).

Securitization Services SpA has also been appointed as master
servicer at closing and will help the issuer to find a substitute
special servicer in case the special servicing agreement with Hoist
Italia is terminated. In addition, Centotrenta Servicing S.p.A is
the backup servicer for the master servicer role.

Moody's has determined the average recovery and volatility values
from the available historical data and has used a Beta distribution
to simulate the asset cashflows resulting from the portfolio. The
key drivers for the estimates of the collections and their timing
are:

(i) eight years of historical data received from Hoist Italia
s.r.l, which shows the historical recovery rates and timing of the
collections for the unsecured loans;

(ii) the portfolio composition with 19.6% of the GBV being
promissory notes out of which around 50% is performing with an
average payment of around EUR 150 per month;

(iii) the granularity of the portfolio in terms of the low borrower
concentration. Borrowers with a GBV below EUR1.0 million represent
49.2% of the total portfolio. In addition, the top 10 and top 20
obligors represent around 0.8% and 1.2%, respectively, of the pool
in GBV terms;

(iv) the special servicer Hoist Italia Sr.r.l. has been managing
the loans in this portfolio for approximately 2 years and
performances, so far, have been better than their initial
forecast;

(v) benchmarking with comparable Italian NPL transactions and with
recovery data received by Moody's on consumer loans for previously
rated performing transactions.

Transaction structure:

The transaction benefits from an amortizing cash reserve equal to
3.0% of the Class A Notes balance (corresponding to EUR 8.6 million
at closing) and funded with a limited recourse loan. The cash
reserve is replenished immediately after the payment of interest on
the Class A Notes and mainly provides liquidity support to the
Class A Notes, whereas interest on Class B is paid junior to
reimbursement of Class A if the interest subordination trigger is
breached.

The limited recourse loan, used to fund the amortising cash reserve
and the recovery expenses reserve, will rank pari passu with the
payment of Class A principal and interest and it will be repaid
mainly using collections and the cash reserve amortization amount.

The amortization of the notes will follow a modified pro-rata
mechanism. If on any calculation date the cumulative collection
ratio for the immediately preceding calculation date is lower than
95%, the class A and the limited recourse loan will amortize pro
rata using 100% of the available funds. On the contrary if the
cumulative collection ratio is above 95%, the joint amortization of
the class A and the limited recourse loan will be capped at 90% of
the available funds and the remaining 10% will be used to amortize
the class B notes.

The notes are paying a fixed interest rate coupon and therefore the
transaction is not exposed to interest rate risk.

METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitisations Backed by Non-Performing and
Re-Performing Loans" published on February 2019.

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

Factors that may lead to an upgrade of the ratings include that the
recovery process of the defaulted loans produces significantly
higher cash flows/collections. Factors that may cause a downgrade
of the ratings include significantly less or slower cash flows
generated from the recovery process compared with its expectations
at close due, a change in economic conditions from its central
scenario forecast, or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted, the
agreed repayment plans could generate less cash flows than expected
or it would take a longer time for the borrower to complete it, all
these factors could result in a downgrade of the ratings.
Additionally counterparty risk could cause a downgrade of the
ratings due to a weakening of the credit profile of transaction
counterparties. Finally, unforeseen regulatory changes or
significant changes in the legal environment may also result in
changes of the ratings.



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

KLEOPATRA HOLDINGS: S&P Affirms 'B-' Long-Term ICR, Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Kleopatra Holdings 1 S.C.A. (KP), its 'B-' issue rating on its
senior secured facilities, and its 'CCC' issue rating on the
payment-in-kind notes. S&P's outlook remains negative.

The negative outlook reflects the risk of an unsustainable capital
structure.   Despite S&P's revised expectation of positive FOCF in
2020, it maintains its negative outlook to reflect the heightened
risk that the current capital structure will become unsustainable
over the next 12 months.

S&P said, "We expect KP's leverage to remain high at 11.3x by
year-end 2019. We believe that the company may face difficulties in
refinancing its debt facilities if there is no material improvement
in its operating performance. The revolving credit facility (RCF)
matures in December 2021 and the term loan matures in June 2022.

"Our adjusted debt calculation includes EUR395 million of notes
issued by KP, EUR215 million of nonrecourse factoring facilities,
and EUR40 million of operating leases.

"We expect positive adjusted FOCF of EUR23 million in 2020. We have
revised upward our FOCF forecast on the back of better inventory
management and a marginal improvement in EBITDA. This compares to
our previous expectation of negative FOCF of EUR11 million.

"We expect adjusted EBITDA margins unchanged at around 10.5% in
2019 and 12% in 2020.   In 2019, we expect price increases and
synergies relating to the Linpac acquisition to more than offset
the negative impact of restructuring and integration initiatives.
The adjusted EBITDA margins remain under pressure from the
continuous shift to lower margin (PET-based) products, to replace
higher margin polyvinyl chloride (PVC) products. In 2020, we expect
the adjusted EBITDA margins to improve to 12% because of lower
restructuring costs, benefits from efficiency initiatives in 2019,
and organic volume growth in the pharma division.

"Our weak business risk assessment reflects the fragmented and
commoditized nature of plastic films." KP is exposed to changes in
raw material and energy prices, as well as foreign currency
movements.

In the past two years, the company has struggled to pass price
increases in raw materials--such as RPET, PET, and PVC--to
customers in a timely manner. Around 30% of KP's sales relate to
contracts that include price-adjustment clauses. Raw material price
increases are typically passed on after a delay of three-to-six
months for these contracts.

S&P's business risk assessment also reflects KP's large size,
geographic diversity, leading niche positions, longstanding
customer relationships, and its exposure to stable end markets like
food and pharma.

The negative outlook reflects the heightened risk that KP's capital
structure could become unsustainable if the company fails to
achieve a material improvement in profitability in the near term.

S&P could lower the ratings in the near term if it does not see a
material improvement in operating performance and believe that the
company is unlikely to refinance its debt.

Although unlikely in the near term, S&P could revise the outlook to
stable if KP achieves a material improvement in EBITDA and it
believes that it does not face any refinancing risks.




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

VODAFONEZIGGO GROUP: Fitch Rates Vendor Financing Notes Final B-
-----------------------------------------------------------------
Fitch Ratings assigned VodafoneZiggo Group BV's (VZ; B+/ Stable)
vendor financing notes due 2024, a final rating of 'B-'/'RR6'
following the issuance of the VFNs in November. The notes were
issued by VZ Vendor Financing B.V.

The final terms and ranking of the notes are in line with its
expectation. The VFNs' instrument rating reflects their
subordinated ranking to VZ's secured debt but they rank above VZ's
unsecured notes. Its view on instrument recovery is unchanged and
despite a layer of unsecured debt ranking beneath the VFNs the
amount of senior secured debt makes it unlikely that any recovery
value would remain once secured creditor claims have been met.

KEY RATING DRIVERS

VF Notes Instrument Rating: The obligors of the VFNs (apart from
VZ, the parent) are subsidiaries of the obligors of the unsecured
debt. This means unsecured notes are structurally subordinated to
the VFNs. Its recovery analysis assumes that most value will be
recovered based on the business being a going concern by applying a
20% discount to the last 12-month EBITDA to June 2019 and a
distressed enterprise value multiple of 6x. These assumptions are
typical in its approach to recoveries for the cable sector. Bespoke
analysis implies a recovery of 87% for secured debt, leaving no
recoveries for the VF notes or unsecured debt, despite the VFNs
ranking ahead of unsecured debt. The VFNs are therefore rated
'B-'/'RR6'.

Incumbent- Like Qualities: The Dutch cable market is one of
Europe's most entrenched markets where VZ exhibits strong incumbent
telecom-like qualities. It is effectively the incumbent in pay-TV
and broadband and following the creation of the fixed-mobile joint
venture in 2016, it enjoys a strong challenger position in mobile
and convergent services. VZ continues to lose basic video
subscribers but nevertheless enjoys a 50%-55% market share in
pay-TV. Management has a good track record of merging businesses
and delivering synergies. Margin expansion since the merger (2018
EBITDA margin improved by 1.5 pp) underlines this view.

Importance of a Convergent Offer: Fitch views the Netherlands as an
evolved convergent market with both KPN and VZ reporting good
traction for fixed-mobile take-up. The incumbent has invested
heavily in fibre and IPTV, recognising the importance of matching
the cable sector's bandwidth capability and that content is an
important part of the retail offer. At end-2018 KPN had passed 2.36
million or 30% of Dutch households with fibre to the home,
targeting a further one million homes or more than 40% of
households by 2021. KPN reported 46% of broadband access had
converged at end-2018 versus VZ's reported 32%, underlining demand
from consumers.

High Leverage Anchors Rating: Despite difficult trading conditions
and the significant task of integration VZ continues to deliver
strong cash flow with a low double-digit (pre-shareholder payment)
free cash flow (FCF) margin over the past couple of years. Fitch
expects this FCF margin to be maintained as synergy benefits build
and capital intensity eases slightly. Despite its organic
deleveraging capacity Fitch expects management to keep leverage
somewhat high. Its rating case forecasts funds from operations
(FFO) lease adjusted net leverage to remain in the high 5x versus
its downgrade threshold of 6x. An operating profile supportive of a
higher rating is offset by high financial leverage.

Regulated Cable Access: The Dutch competition authority, ACM, is
currently in the process of imposing regulated wholesale access to
the country's cable infrastructure, having deemed VZ along with the
incumbent to have significant market power. VZ is resisting ACM's
ruling, but Fitch believes that wholesale access will ultimately be
forced upon the cable company. Experience/precedent in the Belgian
market, where cable has already been opened to regulated access,
shows that introduction of this kind of regulation takes time.

It is possible that regulation will put renewed pressure on VZ's
fixed-line revenue, but in its view this is unlikely within the
next two years while a formal regulatory structure is being
finalised and legislated. In the meantime, VZ has time to
strengthen its convergent position and once wholesale access is
agreed, it can partly offset lost retail revenue with high-margin
wholesale access fees.

DERIVATION SUMMARY

VZ's ratings are supported by a solid operating profile, backed by
a strong convergent position following formation of the JV and an
eventual easing in competitive conditions, with the latter helped
by a four-to-three player consolidation of the mobile market. The
cable business is stabilising and supported by a strong B2B
segment. Its mobile operations remain under pressure but are
starting to see recovery in consumer mobile as regulatory impact
gradually fade s away.

The company's closest peers operationally - Virgin Media Inc. and
Telenet N.V. (both BB-/Stable) - have similar characteristics in
business and market potential, but deliver better financial
metrics, especially leverage. VZ's flat revenue outlook and
forecast leverage of around 5.7x by 2022 places the company more
consistently at a 'B+' rating. VZ has the scale and operating
potential to support a 'BB-'rating. Nonetheless Fitch expects cash
returns to shareholders to be paid at the high end of management's
guidance and that leverage will remain in line with a 'B+' rating.

KEY ASSUMPTIONS

  - Revenue to stabilise and start growing from 2020

  - Adjusted EBITDA margin to improve 0.6pp-0.8pp in 2019-2021,
reflecting the delivery of synergies. The value includes
shareholder recharges of around EUR228 million

  - 27% of shareholder recharges written back to FFO, reflecting
their capex nature

  - Capex at around 21.5% of sales per year in 2019-2022, including
EUR60 million capex -related shareholder recharges

  - Shareholder payments of EUR550 million per year in 2019-2022

RATING SENSITIVITIES

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

  - FFO adjusted net leverage sustainably below 5.2x (5.9x at
end-2018), with strong and stable FCF generation, reflecting a
stable competitive and regulatory environment

  - Evidence that the announced wholesale access by regulation to
the cable networks is not likely to have an accelerated or dramatic
impact on VZ's cable operations

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

  - FFO adjusted net leverage that is expected to remain above 6.0x
on a consistent basis

  - Further intensification of competitive pressures and inability
to show recovery in operational performance

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity: At September-2019, the company reported cash
balance of EUR225 million and a fully undrawn credit facility of
EUR800 million, whose tenor has been extended to 2026. In addition,
the business generates strong FCF of around EUR450 million - EUR550
million each year. Fitch expects VZ to keep cash at low levels, as
the JV shareholders have a track record of upstreaming excess cash
to the parents.

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.



===========
P O L A N D
===========

ZAKLADY MIESNE: Court Halts Accelerated Arrangement Proceedings
---------------------------------------------------------------
Reuters reports that Zaklady Miesne Henryk Kania SA on Dec. 6 said
the court-appointed administrator was informed about the court's
decision to discontinue accelerated arrangement proceedings.

As reported by the Troubled Company Reporter-Europe on Nov. 5,
2019, Reuters related that Zaklady Miesne Henryk Kania said on Oct.
31 its court-appointed administrator filed a letter with the
district court in Katowice informing of his withdrawal from
preparing a restructuring plan and list of claims for the company.
According to Reuters, the court-appointed administrator said
concluding and executing an accelerated arrangement under
restructuring proceedings seems impossible due to difficulties in
taking over management over the company and taking possession of
the company's documentation by the police and the state treasury
administration.

Zaklady Miesne Henryk Kania SA (formerly IZNS Ilawa SA) is a
Poland-based company engaged in food processing.






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

COMMERCIAL AGROINDUSTRIAL: Put on Provisional Administration
------------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-2730, dated
November 29, 2019, the Bank of Russia revoked the banking license
of Limited Liability Company Commercial Agroindustrial Bank of
Stary Oskol (Reg. No. 1050; Stary Oskol, Belgorod Region;
hereinafter, LLC Commercial Agroindustrial Bank of Stary Oskol).
The credit institution ranked 332nd by assets in the Russian
banking system.

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

   -- Failed to comply with the anti-money laundering and
counter-terrorist financing laws. The credit institution did not
identify transactions subject to mandatory control and did not
submit related information to the authorised body;

   -- Regularly understated the value of required loan loss
provisions to be formed;

   -- Conducted dubious increased-risk transit transactions for tax
evasion;

   -- Violated federal banking laws and Bank of Russia regulations,
due to which the regulator repeatedly applied supervisory measures
against it over the last 12 months.

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

Information for depositors: Commercial Agroindustrial Bank of Stary
Oskol is a participant in the deposit insurance system; therefore
depositors6 will be compensated for their deposits in the amount of
100% of the balance of funds but no more than a total of RUR1.4
million per depositor (including interest accrued).

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


LENTA LTD: S&P Withdraws 'BB-' Long-Term Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings said that it withdrew its 'BB-' long-term issuer
credit ratings on Lenta Ltd. and Lenta LLC. at the company's
request. The outlook was stable at the time of withdrawal.

S&P said, "The stable outlook reflected our view that the group
will maintain its resilient operating performance and robust market
position, despite continuing high competitive pressure and the weak
macroeconomic environment in Russia. It also reflected our
expectation that Lenta will gradually improve its S&P Global
Ratings-adjusted funds from operations (FFO) to debt and FFO cash
interest coverage ratios to more than 20% and 3.5x, respectively,
over 2019 and 2020."




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

HIPOCAT 9: Moody's Upgrades EUR23.5MM Class D Notes to B2(sf)
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four Notes in
Hipocat 9, FTA and Hipocat 10, FTA.

The upgrade in Hipocat 9 reflects the increase in credit
enhancement for the affected Note due to material replenishment of
the reserve fund driven by, amongst others, unexpected receipt of
recoveries from previously defaulted collateral. The increased
credit enhancement on all Notes offsets the negative impact of the
correction of an input error in the interest deferral triggers
modelled as of last rating action.

The upgrades in Hipocat 10 reflect the increase in credit
enhancement for the affected Notes due to material reduction in
unpaid Principal Deficiency Ledger driven by, amongst others,
unexpected receipt of recoveries from previously defaulted
collateral.

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

Issuer: HIPOCAT 9, FTA

EUR500.0M Class A2a Notes, Affirmed Aa1 (sf); previously on Dec 27,
2018 Affirmed Aa1 (sf)

EUR236.2M Class A2b Notes, Affirmed Aa1 (sf); previously on Dec 27,
2018 Affirmed Aa1 (sf)

EUR22M Class B Notes, Affirmed A1 (sf); previously on Dec 27, 2018
Upgraded to A1 (sf)

EUR18.3M Class C Notes, Affirmed Ba3 (sf); previously on Dec 27,
2018 Upgraded to Ba3 (sf)

EUR23.5M Class D Notes, Upgraded to B2 (sf); previously on Dec 27,
2018 Upgraded to Caa3 (sf)

Issuer: HIPOCAT 10, FTA

EUR733.4M Class A2 Notes, Upgraded to Aa1 (sf); previously on Dec
27, 2018 Upgraded to A3 (sf)

EUR300.0M Class A3 Notes, Upgraded to Aa1 (sf); previously on Dec
27, 2018 Upgraded to A3 (sf)

EUR54.8M Class B Notes, Upgraded to Caa1 (sf); previously on Feb
25, 2015 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The rating action reflects the increase in credit enhancement for
the affected Notes due to significant replenishment of the reserve
fund for Hipocat 9 and material reduction in unpaid PDL for Hipocat
10 driven by, amongst others, unexpected receipt of recoveries from
previously defaulted collateral.

Increase in Available Credit Enhancement due to material reduction
in unpaid PDL for Hipocat 10 and replenishment of Reserve Fund for
Hipocat 9

The reserve fund balance for Hipocat 9 has increased to EUR 11.2
million as of October 2019 from EUR 0.3 million since the last
rating action in December 2018. Deleveraging and reserve fund
replenishment has led to the increase in the credit enhancement
available for the Classes B, C and D to 29.6%, 19.4% and 6.3% from
20.7%, 11.7% and 0.1% respectively as of the last rating action.

The unpaid PDL for Hipocat 10 has decreased to EUR 15.8 million as
of October 2019 from EUR 35.5 million since the last rating action
in December 2018. Deleveraging and PDL reduction has led to the
increase in the credit enhancement available for the Class A Notes
to 32.9% as a percentage of the performing pool balance, from 21.7%
as of the last rating action.

Both transactions have benefited from unexpected receipt of
recoveries from previously defaulted collateral in addition to
standard recoveries. For example, Hipocat 9 and Hipocat 10 reported
EUR 6.8 million and EUR 12.9 million additional available funds as
of July 2019 respectively.

Correction of input error in the interest deferral triggers
modelling

The rating action on Hipocat 9 also reflect the correction of an
input error in the interest deferral triggers modelled as of last
rating action. The levels for Classes B, C and D were incorrectly
set at higher level than the contractual ones making them less
likely to be breached. These inputs have now been corrected and
incorporated in modelling for the transaction. The negative impact
of the correction was largely offset by the increased credit
enhancement for all Notes.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolios reflecting their collateral
performances to date. The expected loss assumption as a percentage
of original pool balance was lowered to 10.65% from 10.97% for
Hipocat 10. The pool factor as of October 2019 is 17.31%.

Moody's also assessed loan-by-loan information as part of its
detailed transactions review to determine the credit support
consistent with target rating levels and the volatility of future
losses. The MILAN credit enhancement assumption was reduced to 21%
from 23.2% for Hipocat 10.

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

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

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

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

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

IM CAJAMAR 4: Fitch Affirms CCCsf Rating on Class E Debt
--------------------------------------------------------
Fitch Ratings downgraded three tranches and affirmed two others of
IM Cajamar 4 following the correction of a model error.

RATING ACTIONS

IM Cajamar 4, FTA

Class A ES0349044000; LT AAsf Downgrade;   previously at AAAsf

Class B ES0349044018; LT A+sf Affirmed;    previously at A+sf

Class C ES0349044026; LT A-sf Downgrade;   previously at A+sf

Class D ES0349044034; LT BBB+sf Downgrade; previously at A+sf

Class E ES0349044042; LT CCCsf Affirmed;   previously at CCCsf

TRANSACTION SUMMARY

The transaction comprises residential loans that were originated
and are serviced by Cajamar Caja Rural, Sociedad Cooperativa de
Credito (BB-/Positive/B).

KEY RATING DRIVERS

Model Error Correction

During the February 2019 rating review, Fitch incorrectly input the
portfolio current balance in the cash-flow model, which led to
higher model-implied ratings (MIRs) by two-to-three notches for the
class A, C and D notes. Correcting the error is the main driver
behind the downgrades.

Credit Enhancement (CE) Trends

Fitch expects CE ratios to gradually increase given the pro-rata
amortisation of the notes and the reserve fund being close to its
absolute floor. The prevailing pro-rata amortisation of the notes
will switch to sequential when the outstanding portfolio balance
represents less than 10% of their original amount (currently at
27%) or sooner if certain performance triggers are breached.

Excessive Counterparty Exposure

The class D notes' rating is capped at the issuer account bank
provider's rating (BNP Paribas Securities Services; A+/Stable/F1),
as the only source of structural CE for this class is the reserve
fund at the account bank. The rating cap reflects the excessive
counterparty dependency on the SPV account bank holding the cash
reserves, as the sudden loss of these funds would imply a downgrade
of 10 or more notches of the notes in accordance with Fitch's
criteria.

Stable Asset Performance

Fitch expects the portfolio to show stable credit trends given its
significant seasoning of 15 years, the prevailing low interest rate
environment and a benign Spanish macroeconomic outlook. Three-month
plus arrears (excluding defaults) remain below 0.3% of the current
pool balance as of the latest reporting date, while cumulative
defaults stand at 3.7% of the initial portfolio balance.

Regional Concentration

The securitised portfolios are exposed to geographical
concentration in the Spanish Murcia and Andalucia regions. In line
with Fitch's European RMBS Rating Criteria, higher rating multiples
are applied to the base foreclosure frequency assumption for the
portion of the portfolio that exceeds 2.5x the population within
this region.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could have
negative rating implications, especially for junior tranches that
are less protected by structural CE.

The class D note's rating is capped at the SPV account bank's
Long-Term Issuer Default Rating. A change to this rating could
trigger a corresponding change to the class D notes' rating.

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.

NH HOTEL: Fitch Downgrades LT IDR to B, Outlook Stable
------------------------------------------------------
Fitch Ratings downgraded NH Hotel Group S.A.'s Long-Term Issuer
Default Rating to 'B' and the senior secured long-term rating to
'BB-'/'RR2'. The Outlook on the IDR is Stable. The rating action is
in line with the application of Fitch's Parent Subsidiary Linkage
criteria and reflects a change in the agency's overall linkage
strength assessment.

Fitch had stated in its rating action commentary dated April 10,
2019 that it would equalise NHH's ratings with the consolidated
profile of Minor should the latter acquire full ownership. As of
the Minor still holds a 94.1% stake, close to full ownership, and
has not reduced it to the originally intended 51%-55% expected by
Fitch. Despite the absence of cross-guarantees or inter-company
loans between Minor and NHH, technically Minor may have access to
NHH's cash flows through a change in financial policy and could
take control of the Board, even though this has not occurred so
far. Fitch has therefore reassessed the ties between the two
entities, which it now deems strong. The downgrade reflects Minor's
more leveraged consolidated profile, although there have been no
signs so far of a change in NHH's financial policy.

Owing to the benefits from efforts to improve asset quality and
pricing power, NHH has continued to demonstrate strong operational
performance in 9M19, in line with NHH's standalone credit profile
(SCP) at 'b+'.

KEY RATING DRIVERS

Parent Subsidiary Linkage Re Assessment: In October 2018, Minor
completed the tender offer for NHH, acquiring a 94.1% stake, and
keeping it at this level even though Fitch had expected it to be
reduced closer to the originally intended level of 51%-55%. The
near full ownership has prompted us to reassess the ties between
the two entities as strong since Minor technically may have access
to NHH's cash flows through a change in financial policy and could
take control of the Board. This assessment is in light of Minor's
higher leverage and weaker credit profile than NHH's SCP of 'b+'.
NHH's rating is therefore constrained at 'B', reflecting Minor's
consolidated credit profile and strong linkages between the two
entities in line with the application of Fitch's Parent and
Subsidiary Rating Linkage Criteria.

Possible Changes in Financial Policy: Minor has publicly agreed
with NHH's target of net debt/EBITDA of around 1.2x for 2019 (as
calculated and expected by the company), but has also established a
long-term target net leverage of around 2.5x (2018: 0.7x). Minor
could also consider upstreaming at least part of NHH's currently
high cash balances, should there not be any opportunities for
value-creation from the expansion of the business. Despite
restrictions imposed by the bond and revolving credit facility
(RCF) documentation on dividends, investments, guarantees or new
loans, Fitch views this as potentially detrimental to NHH's credit
quality, by preventing funds from operations (FFO)-adjusted net
leverage from sustainably remaining below 5.0x. The covenants of
the existing documentation allow ample headroom for incremental
shareholder remuneration.

New Business Opportunities: NHH and Minor are in the process of
setting up a strategic plan to take advantage of their relationship
and identifying possible investment opportunities. The
complementarity between both groups should lead to business
opportunities. NHH has begun to operate 13 Minor's hotels in
Portugal, has started operations of Anantara hotels in Europe and
has plans to expand NHH's brand across borders with new Minor
hotels in Asia-Pacific. Fitch expects the development of the luxury
segment and the Asian market will enhance NHH's positioning and
diversification in the medium-term.

Solid Operational Performance: NHH's solid operating performance in
9M19 illustrates the benefits from heavy improvement capex over
2014-2018 and favourable market dynamics. Those refurbishments have
allowed revenue per available room (RevPar) to grow 4.5% in 9M19,
driven by Spain and Italy, which confirms the move towards adequate
profitability (EBITDA margin 16.4% in 2018). Fitch expects RevPar
and profits to stabilise once NHH's main capex is completed in
2019. Lack of consumer confidence in Germany, potential Brexit,
political disturbances in Catalonia or a less busy fair calendar in
Madrid, may impact this above-average growth.

Lease Portfolio Optimisation: NHH's lease-adjusted leverage metrics
remain affected by a high burden of operating leases, which account
for about 86% of total adjusted indebtedness after a 7.6x
capitalisation multiple. Most of these leases are fixed. However,
NHH has renegotiated or cancelled some onerous leases, and the
number of loss-making hotels has fallen to eight in 2018 from 92 in
2013. The fixed lease costs are mitigated by a cap mechanism for
around 13% of total rents in 2018, which allow rents to turn fully
variable if a pre-defined loss basket is reached, offering downside
protection in a deep and prolonged downturn.

Strong Liquidity and FCF Generation: Fitch expects free cash flow
(FCF) (before net acquisitions and divestitures) to remain positive
from 2020, after achieving EUR34.5 million in 2018, due to enhanced
profitability, working capital optimisation, lower interest payment
and a slight phasing of capex plans. After the early redemption of
NHH's EUR250 million convertible bond in 2018, the next sizeable
debt maturity is not until 2023 for a EUR357 million bond. A
sizeable unencumbered asset base is also positive for NHH's future
financial flexibility, allowing for additional sales and
leasebacks, such as the sale of NH Barbizon Palace in Amsterdam for
a gross amount of EUR155 million in 2018. These proceeds may remain
transitory on NHH's balance sheet.

Tourism Momentum to Slow: Europe remains the most visited region in
the world, with France and Spain among the top world destinations,
but Fitch expects the number of visitors to slow after strong
increases in 2016-2018. Keen competition from Asia-Pacific and
European affordable markets, the stabilisation of Mediterranean
countries, and the effects from the UK's vote to leave the EU are
likely to moderate NHH's revenue growth in the company's core
region.

DERIVATION SUMMARY

NHH ranks among the top 10 European hotel chains in Europe,
significantly smaller than global peers such as Marriott
International Inc (BBB/Stable), Accor SA (BBB-/Stable) or Melia
Hotels International by breadth of activities and number of rooms.
NHH focuses on urban cities and business travellers, while Accor
and Melia are also more diversified across leisure and business
customers. NHH is comparable with Radisson Hospitality AB
(B+/Stable) in size and urban positioning, although Radisson is
present in a greater number of cities. NHH operates with an EBITDA
margin above 16% in 2018, which is above close competitor
Radisson's, but still far from that of investment-grade,
asset-light operators such as Accor or Marriott.

NHH's FFO lease-adjusted net leverage at 4.9x (adjusted for
variable leases) at end-2018 was higher than peers' due to a large
exposure to leases. In this respect NHH remains a more asset-heavy
hotel group than peers, although the use of management contracts
has increased to now represent around 18% of the hotel portfolio as
of end-September 2019. NHH nevertheless owns a material proportion
of its hotel assets, which could provide some flexibility in a
downturn.

KEY ASSUMPTIONS

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

  - Stable occupancy with slight increase in rates, leading to
average RevPar growth around 1.5% per year up to 2022.

  - Management fees adjusted with the termination of Hesperia and
the addition of Tivoli's fees.

  - EBITDA margin to improve on efficiency plan implemented in 2017
and 2018 towards 17% by 2022.

  - EUR600 million of capex for 2019-2022 to develop current signed
pipeline and some additional limited expansion.

  - Dividend distribution of 50% of net income (as per the
company's announced policy) and EUR100 million of extraordinary
dividends in 2020.

Recovery Assumptions:

NHH's 'RR2' Recovery Rating for the senior secured notes' rating
reflects the collateral of EUR356.8 million secured notes and a
EUR250 million RCF, which rank equally with each other. Collateral
includes Dutch hotels as properties that would be managed by NH
group operators, a share pledge on a Dutch hotel, share pledges on
Belgian companies owning hotels that equally would be managed by NH
group operator companies and finally a share pledge on NH Italy as
a single legal entity operating and owning the whole Italian group.
This includes both the assets and operating contracts. The
described collateral had a market value of EUR1,612 million at
end-June 2019 as evaluated by a third-party appraiser.

The expected distribution of recovery proceeds results in potential
full recovery for senior secured creditors, including for senior
secured bonds. The Recovery Rating is, however, constrained by
Fitch's country-specific treatment of Recovery Ratings for Spain,
which effectively caps the uplift from the IDR to two notches at
'BB-'/'RR2'.

RATING SENSITIVITIES

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

  - A positive rating action on NHH will be conditional upon an
improvement in the credit profile of the consolidated Minor group.

The following developments would be considered for the assessment
of NHH's SCP but only provided that links with Minor have been
reassessed as weak:

  - FFO lease-adjusted net leverage below 5x on a sustained basis
(2018: 4.9x), due for instance to Minor's limited cash repatriation
from NHH

  - EBITDAR/(gross interest + rent) consistently above 1.8x (2018:
1.6x)

  - Continued improvement in the operating profile via EBIT margin
and RevPar uplift

  - Sustained positive FCF

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

  - Weakening of the credit profile of the consolidated Minor group
so long as links between Minor and NHH are assessed as strong.

The following developments would be considered for the assessment
of NHH's SCP and in the event of Minor displaying a stronger SCP
profile:

  - FFO lease-adjusted net leverage above 5.5x on a sustained
basis, for example due to shareholder's initiatives such as
increased dividend payments

  - EBITDAR/(gross interest +rent) below 1.3x

  - Weakening trading performance leading to EBIT margin (excluding
capital gains) trending toward 6%

  - Evidence of continuing moderately negative FCF

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Following the signing of its five-year EUR250
million RCF in September 2016, NHH has significantly enhanced its
liquidity profile, providing substantial operational and financial
flexibility. The RCF remained undrawn at end-June 2019 and provides
a healthy liquidity buffer, in addition to EUR233 million of
readily available cash on balance sheet as of end-September 2019.
Part of this cash is derived from the sale and lease-back of the
Barbizon Palace in Amsterdam (EUR122 million net) and might be
transitory in the balance sheet. Available liquidity is sound and
strengthened by the early conversion of EUR250 million convertible
bonds in June 2018.

The ownership of unencumbered assets (EUR951 million of
un-encumbered assets as valued at end-June 2019 as evaluated by a
third-party appraiser) in additional to the collateral provides
additional financial flexibility.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch adjusted the debt by capitalising the annual operating lease
payments by 7.6x. Reported cash has been reduced by EUR35 million
as this is considered the minimum operating cash on a continuous
basis.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

This committee decision was subject to the rating of the parent
company Minor International as a result of the application of the
Parent Subsidiary Linkage Criteria.

ESG CONSIDERATIONS

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



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

GATEGROUP HOLDING: S&P Hikes Long-Term ICR to 'B+', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings raising the long-term issuer credit rating on
gategroup Holding AG (gategroup) to 'B+' from 'B-'. At the same
time, S&P removed the rating from CreditWatch with positive
implications.

S&P said, "Our upgrade reflects the understanding we now have about
gategroup Holding AG's (gategroup's) financial policy after
Singapore-based private equity firm RRJ Capital and Singapore state
investment fund Temasek each acquired a 50% stake in the group. We
expect that gategroup will expand its global footprint via
acquisitions, while maintaining S&P Global Ratings-adjusted debt to
EBITDA below 5.0x under the joint control."

After two years of ownership, China-based HNA Group sold gategroup
to RRJ Capital in March 2019. Temasek later acquired 50% of
gategroup in September 2019. S&P said, "We view that Temasek and
RRJ Capital have substantial expertise and a strong network in
Asia-Pacific that could strengthen gategroup's long-term growth
potential in the region. For example, Temasek is the majority owner
of Singapore Airlines and a shareholder of Singapore-based airline
caterer and ground handler SATS Ltd. We believe this could benefit
gategroup with business opportunities in the fast-growing
Asia-Pacific region."

S&P said, "We believe that gategroup's mergers and acquisitions
strategy will continue under the new ownership. Despite this, we
understand that gategroup's financial policy is to maintain
adjusted debt to EBITDA below 5.0x--calculated on a gross debt
basis after the impact of International Financial Reporting
Standard (IFRS) 16--and liquidity coverage of at least 1.2x in the
next 12 months.

"We recognize gategroup's track record of successfully integrating
acquisitions, including Servair, which it bought from Air France
KLM Group in 2017; Cambodia Air Catering Services and Inflight
Service Group in 2016; Q Catering, which it acquired from Qantas in
2012; and Cara Airline Solutions in 2010. In December 2019,
Deutsche Lufthansa AG (Lufthansa) announced its intention to sell
the European catering business of its subsidiary LSG Group (LSG
Europe) to gategroup. We note that Lufthansa's catering business
has lower profitability than that of gategroup. Therefore, some
restructuring will likely be required if the acquisition completes
as we expect.

"We forecast moderate earnings growth for gategroup this year, with
adjusted EBITDA--after deducting restructuring and exceptional
costs--of about Swiss franc (CHF) 380 million-CHF 390 million,
slightly up from CHF373 million in 2018. This is despite a
challenging year for the aviation industry in Europe, with the
collapse of Thomas Cook Group PLC and the restructuring of Condor
Flugdienst GmbH and TUI AG. We believe that gategroup's strong
customer and geographic diversity, with operations in the Americas
and Asia, will continue helping to mitigate the industry
setbacks."

gategroup's business model is evolving toward longer-term contracts
with airlines to enhance the group's cash flow visibility. While
reported free operating cash flow (FOCF) is positive,
acquisition-related restructuring and exceptional costs could
temper the absolute level of FOCF generation in the coming years.

S&P said, "Our rating also factors in our expectation that
gategroup will refinance its debt in a timely manner, which we
consider to be no later than 12 months before maturity. Debt
maturities include the EUR250 million term loan and EUR415 million
committed revolving credit facilities (RCFs) due October 2021, and
the CHF350 million senior secured notes due February 2022.

"The stable outlook reflects our expectations that gategroup will
remain the market-leading independent airline caterer and will
expand via strategic acquisitions. At the same time, we expect that
gategroup will adhere to its financial policy--under the joint
control of RRJ Capital and Temasek--to maintain weighted-average
adjusted debt to EBITDA below 5.0x.

"We could lower the rating if gategroup's adjusted debt to EBITDA
exceeds 5.0x for a sustained period, FOCF generation falls
materially short of our expectations, or if liquidity coverage
deteriorates to below 1.2x in the next 12 months. This could occur
if the group experiences operational setbacks, for instance, air
travel demand declines unexpectedly, airline customers become
financially distressed or enter into bankruptcy, or gategroup's
profitability weakens as a result of an inability to pass on cost
inflation to customers in a timely manner.

"We could also consider a downgrade if gategroup's financial policy
becomes more aggressive in terms of debt leverage, acquisitions,
and shareholder returns. This could occur, for instance, if
gategroup accelerates the pace of acquisitions, thereby weakening
its cash flow or liquidity profile. The latter could be caused by,
for example, high restructuring costs or a failure to improve
profitability following the dilution associated with an
acquisition.

"Although rating upside is less likely in the near term, we could
consider raising the rating if gategroup exhibits strong operating
performance and adopts a financial policy that would allow adjusted
debt to EBITDA to improve and remain well below 4.0x, underpinned
by stronger FOCF generation on a sustainable basis. A lower
leverage ratio would likely require using free cash flow to reduce
debt, while strengthening profitability and visibility on
contracted earnings and cash flows."




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

YAPI VE KREDI: S&P Affirms 'B+/B' ICRs, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' long- and short-term issuer
credit ratings on Yapi ve Kredi Bankasi A.S (Yapi). The outlook
remains stable.

At the same time, S&P affirmed its 'trA+/trA-1' Turkey national
scale ratings on Yapi.

S&P affirmed the ratings because it thinks Koc Group would provide
support to Yapi to absorb a potential equity shortfall related to
Turkey's fragile economic and operating environment.

On Nov. 30, 2019, Koc Group announced that UniCredit's 9.02%
effective stake in Yapi will be transferred to Koc Group through a
series of share transactions at Yapi and its parent KFS. This will
increase Koc Group's total stake in Yapi to 49.99% (9.04% direct
and 40.95% indirect via Koc Financial Services); subject to
regulatory approval. Yapi contributed 39% of Koc's consolidated net
profit and will become its second-largest asset (accounting for
21.3%), following the transaction. S&P said, "Hence, we consider
Yapi will remain a strategic asset for Koc Group. Moreover, we
believe Koc will have the financial flexibility and willingness to
provide extraordinary support to Yapi if needed, as it has already
done in the past. Particularly, Koc's subscription to part of
Yapi's additional tier one notes issuance to strengthen its
solvency over January 2019, supports our view. We therefore
consider Yapi to be a moderately strategic important subsidiary to
Koc."

UniCredit will reduce its stake in Yapi to 31.9%, from 40.9%
previously. S&P understands the joint venture between Koc Group and
UniCredit (effective since 2002, and which owned 81.9% of Yapi),
will be terminating. As a result, UniCredit's right to appoint
Yapi's board members or senior executives will cease.

The outlook is stable, balancing the downside risks S&P Global
Ratings sees on Yapi's financial profile over the next 12 months,
including pressure on its asset quality, against the benefit of
potential support from parent Koc.

S&P could lower the rating if it saw a much sharper deterioration
in the bank's operating environment than it currently anticipate,
leading to a material weakening of the bank's liquidity, asset
quality, and ultimately, solvency.

S&P said, "Rating pressure could also materialize if we were to
lower our sovereign credit ratings on Turkey (unsolicited; foreign
currency B+/Stable/B; local currency BB-/Stable/B), or if we
considered that Yapi's strategic importance to Koc had declined.

"Although currently unlikely, we could raise the rating if we were
to take a similar action on Turkey, combined with the bank
significantly enhancing its operating performance and
capitalization."



[*] TURKEY: Eases Rules on Classifying Banks' Non-Performing Loans
------------------------------------------------------------------
Kerim Karakaya at Bloomberg News reports that Turkey's banking
regulator eased measures on how banks classify credit to
once-troubled companies, helping lenders to potentially avoid
adding more non-performing loans to their books, according to
people familiar with the matter.

The people said the Banking Regulation and Supervision Agency, or
BDDK, will now leave it to lenders to decide which company loans
need to be reclassified as non-performing, Bloomberg relates.
According to Bloomberg, they said banks won't have to book the
loans of businesses that have restructured borrowings or bolstered
cash flows as non-performing.

The watchdog in September ordered banks to reclassify TRY46 billion
(US$8 billion) of debt as non-performing by the end of the year and
set aside enough provisions to cover them, Bloomberg recounts.  The
people said it is now backing down after banks complained that
healthy businesses were included in the list, Bloomberg notes.  The
move was aimed at getting banks to write off bad debt faster so
they could ramp up lending to help fuel the struggling economy,
Bloomberg states.

The people said a notice of the change to the September directive
was sent to banks last month, Bloomberg relays.  Loans already
reclassified as non-performing before the November order aren't
covered, Bloomberg notes.

Huseyin Aydin, head of the banks association of Turkey, said in
September that banks had already booked between TRY10 billion and
TRY15 billion as non-performing loans, so the amount wouldn't be as
high as the regulator had asked, according to Bloomberg.




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

UKRLANDFARMING: Group of Foreign Creditors Seeks Meeting with PM
----------------------------------------------------------------
Ukrainian Journal reports that a group of foreign creditors holding
US$370 million in debt owed by Ukrlandfarming seek a meeting with
Prime Minister Oleksiy Honcharuk amid concerns on-going
investigation against the company may further hurt their
interests.

According to Ukrainian Journal, the development comes weeks after
prosecutors launched investigation against ULF owner Oleh
Bakhmatiuk, who was apparently forced to flee Ukraine.

Mr. Bakhmatiuk is investigated for alleged misappropriation of
refinancing provided by the central bank to his bank several years
ago, Ukrainian Journal discloses.




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

ELEMENT MATERIALS: S&P Affirms 'B' ICR, Alters Outlook to Negative
------------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based Element
Materials Technology Ltd. (Element) to negative from stable. S&P
affirmed its 'B' issuer credit rating on Element and its financing
subsidiaries, Greenrock Midco Ltd. and Greenrock Finance Inc. S&P
also affirmed its 'B' issue rating on the first-lien facilities.
The recovery rating is unchanged at '3'.

Element wants to upsize its existing facilities and source an
additional $216 million in proceeds to finance its planned
acquisitions.  Specifically, Element intends to issue a $39 million
add-on to its existing second-lien term loan, increase its existing
PIK holding company loan by $61 million, and draw down on its
existing capital expenditure (capex) and revolving facilities. The
incremental second-lien term loan and PIK instrument are committed
and secured from existing investors. The transaction will also
include a small equity rollover investment of $15 million from one
of the acquisition targets.

The acquisitions will not materially enhance the group's business
risk profile given Element's size and geographical footprint. S&P
said, "Although the acquisitions are not transformational in size,
they are in line with the long-term growth strategy and we believe
they will enhance Element's product offering and geographical
presence. We view execution risk as limited given Element's
successful track record of integrating acquisitions (the
integration of Exova has been successful and is on track to produce
the projected synergies). Our base case is that the acquisitions
will add around $25 million to Element's EBITDA, prospectively."

S&P said, "We anticipate continued year-on-year revenue growth
mainly driven by inorganic growth and the new acquisitions and
greenfield laboratories investments.  With its acquisitions,
Element aims to capture growth sectors and key offerings that would
help its existing businesses. The targets have leading market
positions in their specialist end-markets and strong profitability
levels (the largest target in the Q4 acquisition pipeline has
reported EBITDA margins around 37%). Furthermore, we understand
that Element will continue acquiring small-to-midsize companies
over the rating horizon. For highly acquisitive businesses, we do
not treat restructuring and integration costs as exceptional. As
such, we expect that the integration of these companies, when
compared with Exova's significantly larger and transformational
acquisition (about $1.0 billion compared to a total acquisition
price for the targets of $205 million), will mitigate restructuring
expenses growth, in turn supporting our adjusted EBITDA margins.

"However, we expect a deterioration in fiscal year 2019
profitability and a heightened risk of underperformance relative to
our prior base case over the next 12 months.  The Q3 2019 results
underperformed by about 5% relative to the budget; our base case
reflects increasing macroeconomic pressures on end-markets and
Element's fiscal year-end 2019 organic growth performance. The
group's nine-months results highlighted that revenue growth was
broadly flat year-on-year due to headwinds in the Transportation &
Industrials (T&I) and the Middle East construction segments. With
stagnating growth in the global automotive market, the T&I
segment's exposure to the U.S. transportation and auto markets
(around 35% of T&I revenues) has dampened revenue growth. We
believe that Element is well positioned to capitalize on the
changing competitive landscape given OEMs' greater focus on
investing in electrification and autonomous vehicles, but this will
likely materialize in the medium-to-long term. Further, we continue
to see headwinds in other segments such as Energy, and believe that
the deteriorating macroeconomic environment will place increased
pressure on profitability and FOCF generation in the coming years.
We note that FOCF generation has been affected by higher costs
related to the Exova acquisition.

"While business fundamentals still support the group's credit
quality, the negative outlook reflects our view that rating
headroom diminished.  We believe the increase in EBITDA through
organic growth and acquisitions will not fully offset the effects
of increased debt leverage following the transaction. We forecast
an increase in cash leverage (excluding the PIK, preference shares,
and vendor equity) to 8.4x at year-end 2019 from 8.0x in FY2018
following the acquisitions, before falling to 7.2x by year-end 2020
and 7.0x by year-end 2021. However, given Element's acquisitive
strategy we see a risk that leverage will remain steady and high,
with continued issuances to fund the group's ambitious pipeline.
Furthermore, we expect much more limited deleveraging when
including non-cash debt-like instruments outside the restricted
group, which we expect to remain around 13.0x.

"We believe that material deleveraging over the rating horizon is
unlikely given Element's continued financial sponsor ownership.
With its ongoing financial sponsorship, through Bridgepoint's
support and the new minority stake investment by Temasek Holdings
in July 2019, we do not expect cash leverage to fall below 5.0x
over the rating horizon. We think Temasek's expertise in Asian
markets could help Element develop further in that region. The
remuneration and dividend strategy remains the same with both
investors taking a long-term view and prioritizing reinvesting in
the business over debt repayment. Element has limited capex
requirements and moderate working capital needs. This drives our
forecast of positive FOCF of around $30 million-$40 million per
year in 2019-2021, which should support debt repayment
capabilities.

"The negative outlook reflects the possibility that we could
downgrade Element by one notch in the next 12 months if it is
unable to generate material FOCF, which could occur if operating
performance is weaker than expected and EBITDA margins fall below
23%.

"We could consider a negative rating action if Element failed to
deleverage over the rating horizon, bringing its capital structure
closer to being unsustainable through further debt-financed
acquisitions. We could also downgrade Element if funds from
operations (FFO) cash interest coverage declines to below 2x.

"We could revise our outlook to stable if Element demonstrated a
track record of deleveraging over the next year, and showed
resilience to market headwinds. This would involve EBITDA margins
normalizing to around 25% and the group demonstrating a track
record of generating material and sustainable FOCF."

ELVET MORTGAGES 2019-1: Fitch Puts Final B-sf Rating to Cl. F Debt
------------------------------------------------------------------
Fitch Ratings assigned Elvet Mortgages 2019-1 plc final ratings, as
detailed.

RATING ACTIONS

Elvet Mortgages 2019-1 plc

Class A XS2080552321; LT AAAsf New Rating;  previously AAA(EXP)sf

Class B XS2080552594; LT AAAsf New Rating;  previously AAA(EXP)sf

Class C XS2080552677; LT A+sf New Rating;   previously A+(EXP)sf

Class D XS2080552750; LT A-sf New Rating;   previously A-(EXP)sf

Class E XS2080552834; LT BBB-sf New Rating; previously BBB-(EXP)sf


Class F XS2080552917; LT B-sf New Rating;   previously B-(EXP)sf

Class Z XS2080553055; LT NRsf New Rating;   previously NR(EXP)sf

TRANSACTION SUMMARY

Elvet Mortgages 2019-1 plc is a securitisation of owner-occupied
residential mortgages originated in England, Wales and Scotland by
Atom Bank plc, 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 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 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) FF, along with a 30% decrease in the WA
recovery rate, would imply a downgrade of the class B notes to
'A+sf' from 'AAAsf'.

ELVET MORTGAGES 2019-1: S&P Assigns BB+ (sf) Rating to Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Elvet Mortgages
2019-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd
notes. At closing, Elvet Mortgages 2019-1 also issued unrated class
Z notes, VRR notes, and certificates.

Elvet Mortgages 2019-1 is a U.K. pool of residential loan mortgages
(first-ranking and owner-occupied in England, Wales, and Scotland)
originated by Atom Bank PLC. Atom Bank is a regulated online bank
with no physical branches, based in Durham, U.K., and established
in April 2014. In December 2016, it launched its residential
mortgage platform. Since then, the growth rate of its mortgage book
has been significant (reaching around GBP2.2 billion as of June
2019). All loans are originated through brokers, and interest-only
loans are not allowed.

Atom Bank services the portfolio but delegates late-stage arrears.
However, Atom Bank decides whether to repossess properties.

At closing, the issuer purchased the beneficial interest in an
initial portfolio of U.K. residential mortgages from the sellers,
using the proceeds from the issuance of the rated and unrated
notes.

The issuer is a bankruptcy remote English special-purpose entity.

The notes pay interest quarterly on the interest payment dates in
February, May, August, and November, beginning in February 2020.
The rated notes pay interest equal to compounded Sterling Overnight
Index Average (SONIA) plus a class-specific margin with a further
step-up in margin following the optional call date in November
2024. All of the notes reach legal final maturity in November
2061.

S&P derived the stressed interest rate curves for the compounded
SONIA by subtracting a spread of 0.25% from our stressed
three-month British pound sterling (GBP) London Interbank Offered
Rate (LIBOR) curves. There has been a close relationship between
backward-looking compounded SONIA and forward-looking LIBOR
determined for the same period. However, since SONIA does not
include the various risk premiums reflected in LIBOR, the former
has generally been lower. The spread adjustment applied to S&P's
GBP LIBOR curves reflects the lower SONIA rates historically
observed.

  Ratings Assigned

  Class       Rating*     Amount (GBP)
  A           AAA (sf)    390,010,000
  B-Dfrd      AA (sf)      26,383,000
  C-Dfrd      A (sf)       18,353,000
  D-Dfrd      BBB+ (sf)     8,029,000
  E-Dfrd      BBB (sf)      5,735,000
  F-Dfrd      BB+ (sf)      4,588,000
  Z           NR            5,736,000
  VRR note    NR           24,150,000
  Certificate NR                  0

*S&P Global Ratings' ratings address timely receipt of interest
and ultimate repayment of principal for the class A notes, and the
ultimate payment of interest and principal on the other rated
notes.

N/A--Not applicable.

NR--Not rated.

TBD--To be determined.


ITHACA ENERGY: S&P Assigns B+ Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to Ithaca
Energy Ltdand 'B' issue rating to the $500 million senior unsecured
notes.

Lower debt in the final capital structure does not affect the
ratings.  On Nov. 8, 2019, Ithaca completed the acquisition of some
of Chevron's North Sea oil and gas assets with $1.5 billion paid on
completion. S&P's 'B+' rating on Ithaca and 'B' rating on its $500
million notes are in line with the ratings we assigned to proposed
capital structure.

S&P notes that in the final capital structure gross debt was
reduced by about $150 million, which was replaced by an equity
contribution. The recovery rating on the notes remains '5', with
recovery prospects of about 20%.

The final capital structure includes:

-- $500 million senior unsecured notes due 2024;

-- $1.65 billion RBL ($1.1 billion drawn) facility due 2024;

-- $250 million subordinated shareholder loan from parent Delek
Group. S&P sees the loan as equity-like and exclude it from its
adjusted debt calculation. The repayment of the loan is subject to
the company's shareholder returns limitations under the new debt
facilities.

Ithaca has published its operating results for the first nine
months of 2019. They were broadly in line with our previous
expectations. S&P said, "We now estimate 2019 EBITDA at around $1.0
billion ($1.0 billion-$1.1 billion under our previous forecast)
stemming from lower oil production. At this stage, we maintain our
previous projections for 2020, including production of
75,000-80,000 barrels of oil equivalent per day (boepd) and EBITDA
of $0.9 billion-$1.0 billion (under Brent oil price assumption of
$60 per barrel)." Those should translate into adjusted debt to
EBITDA of 2.3x-2.5x in 2020 (or reported net debt to EBITDA of
1.2x-1.4x), which should provide comfortable headroom under the
current rating.

S&P said, "We understand that Delek Group is looking for a
potential minority partner for Ithaca. At this stage, we don't
believe that such a transaction will have a negative impact on the
rating.

"The stable outlook mirrors that on Ithaca's parent company, Delek
Group, and our view of the relationship between the two companies.
The rating on Ithaca is currently capped by our assessment of
Delek's creditworthiness.

"Under our base case, we expect EBITDA of about $1.0 billion in
2019, translating into substantial positive free cash flow after
capex of about $0.5 billion. This should support adjusted debt to
EBITDA of about 2.3x-2.4x in 2019, which provides comfortable
headroom under the current rating. We view adjusted debt to EBITDA
below 3x as supportive of the current SACP, given our current
assumptions on the capex needs and oil prices.

"We could take a negative rating action if we revise down our
assessment of Delek Group's creditworthiness, for example, if it
materially increased its leverage by making aggressive dividend
distributions or non-cash-generative acquisitions, or if we saw a
deterioration in its portfolio quality.

"Alternatively, we could see some pressure on the rating if we see
a major deviation in Ithaca's operations, together with much more
aggressive financial policy, leading us to revise down Ithaca's
stand-alone credit profile to 'b' or below, all else being equal.
In such a scenario, we would look for adjusted debt to EBITDA
deteriorating to above 4x and funds from operations (FFO) to
adjusted debt being consistently below 20%, as well as some of the
following:

-- Operational difficulties leading to production decline toward
50,000 boepd, together with much higher ongoing investment to
offset the declining production.

-- Debt-funded acquisitions, with a material increase in debt and
only limited contribution to EBITDA and cash flows.

-- A more-aggressive financial policy involving, for example, a
substantial increase in the company's organic growth plan or much
higher dividends than S&P currently assumes in its base case,
leading to neutral or negative free cash flow.

S&P could upgrade Ithaca if it increased its assessment of the
creditworthiness of Ithaca's parent Delek Group. This could occur
if Delek Group used the proceeds from its recent divestments to
reduce its overall debt and established a track record of a
conservative financial policy. Moreover, any rating action will
need to take into account potential changes in Delek Group's stake
in Ithaca (for example, introducing partners and/or a potential
IPO).


KEMBLE WATER: Fitch Puts BB- IDR on Rating Watch Negative
---------------------------------------------------------
Fitch Ratings placed Kemble Water Finance Limited's 'BB-' senior
secured debt rating and Kemble Water's 'BB-' Issuer Default Rating
on Rating Watch Negative.

The RWN reflects the significant probability of Kemble Water's
financial profile weakening to a level no longer commensurate with
a 'BB-' IDR in the new price control. It also reflects significant
uncertainty around the final price determinations, a potential
Competition Markets Authority appeal and any balance sheet
strengthening. Fitch notes the reduced risk of intermittent
dividend flow from Thames Water Utilities Limited to Kemble due to
an increased buffer under its lock-up covenants.

A favourable outcome of the price review 19 process closely aligned
with TWUL's representations on the draft price determinations could
result in Kemble maintaining its 'BB-' rating. On the other hand,
an unfavourable outcome with limited improvement versus the DD
could lead to a multi-notch downgrade.

Fitch expects to review the rating when the final price
determinations are published by the Water Services Regulation
Authority, Ofwat and when there is clarity around the CMA appeal
and any balance sheet strengthening.

TWUL is the operating company structurally positioned below Kemble.
Dividends from TWUL are Kemble's only cash flow source.

KEY RATING DRIVERS

Reliance on TWUL's Dividends: Kemble's main source of cash flow is
its operating company, TWUL. Kemble Water relies on dividends from
TWUL to service its debt. Fitch therefore places emphasis on the
analysis of the dividend stream, which could be negatively affected
by the final determinations, operational underperformance, low
annual inflation index driving revenue growth, as well as in an
extreme case the inability of TWUL to distribute dividends due to
covenanted debt financing going into a lock up.

Financial Profile Pressure: Based on the range of possible price
review outcomes, Fitch has performed sensitivity analysis for
Kemble's financial profile. Under the representations scenario
Fitch expects Kemble's financial profile to be borderline
acceptable for the 'BB-' IDR due to higher allowed totex and a 42bp
assumed improvement in wholesale WACC versus the DD. On the other
hand, the DD scenario suggests a multi-notch downgrade.

Fitch's central scenario is a combination of these two extreme
cases. It assumes no change in WACC versus DD, but an improvement
in totex allowances and consequently lower
underperformance/penalties. Under Fitch's rating case, Kemble's
forecast net adjusted gearing is around 90% at FYE25, PMICR is at
1.3x and dividend cover capacity at around 2.0x, which are
borderline for a 'B+' rating.

Challenging DD: In its DD Ofwat announced a 21bp reduction in the
WACC, reflecting falling interest rates. The updated WACC stands at
3.19% (CPIH terms), including retail margins. The regulator warned
that WACC could be reduced by further 37bp. At the same time,
Ofwat's view on wholesale efficient total costs (totex) remained
largely unchanged from its initial assessment of business plans
while performance targets became stricter. For TWUL the regulator
suggested overall totex of GBP9.3 billion, GBP1.6 billion below
totex allowance requested by the company in its April 2019 business
plan and 5% below its AMP6's allowances (all in 17/18 prices,
includes both wholesale and retail).

Ofwat also asked TWUL to reduce leakage by 25%, water supply
interruptions by 72%, internal sewer flooding incidents by 32% and
pollution incidents by 30% towards 2025.

Material Totex Gap Remains: TWUL's response to DD indicates a
material cost gap of GBP691 million for wholesale costs (in
2017/2018 prices), which relates to enhancement cost in its
entirety. Since the submission of its business plan in September
2018, TWUL has reduced its AMP7 wholesale totex plan by GBP1.6
billion, stating that this low cost and low investment scenario
involves significant operational risk. The company's final
acceptable level of wholesale totex is GBP9.2 billion, versus
GBP8.5 billion proposed by the regulator (excluding grants, third
party services and pensions). TWUL highlighted that a low spend
scenario offers lower level of resilience and increases the risk of
major water and wastewater outages.

Sufficient Covenant Headroom: Fitch expects headroom under TWUL's
documentary trigger event covenants to remain sufficient even in
the case of adverse final determinations. This is because TWUL is
taking steps towards reducing its cash interest in the medium term.
In autumn 2019 the company entered approximately GBP2.1 billion of
new RPI-linked swaps and reduced its cash interest by around GBP74
million a year, improving the headroom under the interest cover
ratio (ICR) covenants. There was no change to total interest from
these swaps as interest was simply deferred and became accretion.
The reduced probability of TWUL going into a dividend lock up is
credit-positive for Kemble.

De-leveraging TWUL through Incremental Kemble Debt: TWUL received
its first equity injection of GBP250 million from Kemble in April
2019. Over FY20-FY25 Kemble plans to raise further GBP511 million
of incremental debt for the purpose of injecting into TWUL. As a
result, Fitch estimates that Kemble's standalone gearing could go
up to about 9.0% net debt to RCV by March 2025 from about 5.6% in
March 2019. The redistribution of debt between TWUL and Kemble is
credit-positive for TWUL and moderately credit-negative for Kemble
due to its structurally subordinated position and documentary
ring-fence around TWUL, which could restrict its dividend
payments.

Lower Shareholder Distributions: TWUL did not pay a dividend to
ultimate shareholders in FY18-FY19, which will continue in FY20. In
AMP7, the company plans to distribute a modest GBP20 million per
year. Fitch expects Kemble's cash dividend cover to be weak in the
remainder of AMP6 and in AMP7 at 1.3x on average. However, Fitch
does not consider low cash dividend cover a rating limiting factor
in this context. Given the circumstances, Fitch places more
emphasis on the dividend cover capacity, which incorporates a
buffer against TWUL's gearing, as per its financial policy of 83%.

Operational Underperformance: Fitch expects TWUL to underperform
totex targets over AMP6 by about GBP660 million in nominal terms or
7.8%. The higher spending is driven by the need to improve
regulatory performance, especially in leakage and customer
services. In addition, the company expects about GBP250 million of
penalties for its incentive performance in AMP6 (nominal),
including in relation to service incentive mechanism (SIM).

Fitch notes recent improvements in the company's operational
performance. In its September 2019 interim results TWUL reported a
reduction in average leakage of around 11% yoy, a 3.5% reduction in
total household written complaints and a 13% yoy reduction in
internal sewer flooding.

DERIVATION SUMMARY

Kemble's weaker rating compared with peers such as Osprey
Acquisitions Limited (BB/Negative) and Kelda Finance (No.2) Limited
(BB/Negative) reflects its weaker credit metrics as well as the
weaker regulatory performance of the underlying OpCo.

No Country Ceiling constraints affect the rating. Parent/Subsidiary
Linkage is applicable but given the regulatory, structural and
contractual ring-fenced structure of the group it does not impact
the ratings. Kemble's IDR reflects its Standalone Credit Profile.

KEY ASSUMPTIONS

  - AMP7 allowed wholesale totex of GBP10 billion in nominal terms
(net of grants and contributions)

  - 1% under performance on totex (25% customer sharing rate for
underperformance)

  - Allowed wholesale WACC of 3.08% (CPIH terms) / 2.08% (RPI
terms)

  - AMP7 total ODI + SIM penalties of GBP90m (nominal)

  - AMP6-related ODI & SIM penalties: GBP40 million in FY19, GBP30
million in FY20, GBP80 million in AMP7 for wholesale and GBP122
million SIM-related (retail), all in nominal prices

  - Weighted average PAYG rate of 40.2% over AMP7; same rate
assumed for regulatory and accounting purposes

  - Run-off rates as per DD

  - Long-term RPI at 3%, CPIH at 2%

  - AMP7's retail EBITDA of around GBP12.4 million per year in
nominal terms, based on the improved cost to serve, but also
reflecting AMP6's SIM performance

  - AMP7's non-appointed EBITDA of around GBP17.4 million per year

  - Operating company annual pension deficit recovery payments of
on average GBP23.5 million in FY21-FY25

  - Dividends paid by TWUL in FY21-FY25 of GBP100 million per year
with external shareholder dividend of GBP20 million per year

  - Incremental debt at Kemble up-streamed into TWUL as equity of
GBP761 million in total in FY19-FY25

  - Weighted average cost of debt at TWUL reducing from 4.6% in
FY20 to 4.2% in AMP7

  - Kemble's weighted average cost of debt of 5.4% in FY20-FY25

RATING SENSITIVITIES

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

An upgrade is unlikely. Fitch may resolves the RWN with an
affirmation if there is sufficient evidence of:

  - Kemble's ability to sustain dividend cover capacity above 2.5x
and post-maintenance and post-tax interest cover above 1.15x during
the remainder of AMP6 and during AMP7 price controls.

  - Material reduction of the regulatory gearing to below 87% and
substantial improvement in regulatory performance and at the TWUL
level

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

  - Dividend cover capacity below 2.5x, increase of gearing above
87% and/or decrease of post-maintenance and post-tax interest cover
below 1.15x during the remainder of AMP6 and during AMP7 price
controls.

  - Reduced headroom under TWUL's documentary or regulatory
lock-up

LIQUIDITY AND DEBT STRUCTURE

As at March 31, 2019, Kemble held GBP349.2 million in unrestricted
cash and cash equivalents and GBP110 million of a committed,
undrawn revolving credit facility maturing in 2023, compared with
an expected FY20 annual finance charge of around GBP58 million.
This is enough to cover at least 18-months of its debt
obligations.

In November 2018, Kemble signed GBP190 million term loans maturing
in April 2024 and GBP459.8 million of note purchase agreements
maturing between November 2025 and April 2026. In April 2019,
Kemble used GBP249.8 million of the proceeds to inject equity into
the operating company beneath, TWUL. The remaining balance was used
to fully repay GBP400 million of bonds maturing in April 2019. The
next largest debt maturity for Kemble is in 2022 for GBP250
million.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Capitalised interest added back to P&L and cash interest

  - Statutory cash interest and total debt reconciled to match
compliance certificate

  - Cash interest was adjusted to include 50% of the five-year pay
downs of the inflation accretion from RPI swaps for the purposes of
calculating PMICR.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. Credit relevance score of 3
means that 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.

Kemble have an ESG Relevance Score of 5 for EWT Water & Wastewater
Management as the company has received a large regulatory fine
amounting to GBP120 million (in 17/18 prices) for missing its
leakage performance targets. As a result of this penalty, TWUL's
financial profile headroom has significantly decreased, and
Kemble's IDR and senior secured rating were placed on RWN. This
factor is considered to be a key rating driver for Kemble, and
Fitch continues to focus on TWUL's leakage performance

Kemble has an ESG Relevance Score of 4 for EIM Exposure to
Environmental Impacts due to rapid freeze/thaw conditions in winter
and extreme heat in summer during 2018, which caused higher leakage
and numbers of main bursts, which eventually resulted in additional
costs. This has a negative impact on the credit profile, and is
relevant to the rating in conjunction with other factors.

Kemble has an ESG Relevance Score of 4 for SCW Customer Welfare,
Product Safety, Data Security due to large penalties received for
the customer service performance (SIM penalties in AMP6 are
expected to be GBP103 million in (19/20 prices)). These penalties
will put further pressure on cash flows in the next regulatory
period AMP7.

Kemble has an ESG Relevance Score of 4 for GST Group Structure as
its debt is structurally and contractually subordinated to TWUL's
debt.

LERNEN BONDCO: S&P Affirms 'B-' ICR On Shareholders' Cash Support
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Lernen Bondco Ltd. S&P also affirmed its 'B' issue rating on
Lernen Bidco's first-lien bank loan, including the GBP53
million-equivalent of proposed add-on debt.

The cash infusion from the shareholders is credit-positive as
acquisitions will be a continuing theme within the fragmented
private school segment.   Since the end of the fiscal year ending
Aug. 31, 2019 (fiscal 2019), Lernen Bondco PLC (operating as
Cognita) has completed the acquisitions of two schools, including
CHIREC International in India. Through this acquisition, Cognita
has entered India for the first time and is thereby expanding its
geographic reach. The group used its revolving credit facility
(RCF) to fund these acquisitions. Cognita will pay down the
drawdown on its RCF with a proposed GBP53 million-equivalent
addition to its term loan B, along with GBP62 million of new
funding from its majority shareholder, Jacobs Holding AG. Although
the new funding will initially take the form of a shareholder loan,
we understand that the shareholders intend to convert this into
common equity within the next few weeks. The EBITDA multiple for an
acquisition in the private school sector is usually above 10x, and
the shareholders' meaningful cash investment reduces the risk of
Cognita's leverage increasing higher than its current calculation
of 8x.

Cognita will have significantly higher negative free operating cash
flows (FOCF) compared to our previous expectation.  Notwithstanding
its acquisition strategy, Cognita has also embarked on a heavy
development capital expenditure (capex) program of about GBP210
million over the next two years. This capex covers several
projects, with the two key projects representing more than half of
the total spend. S&P forecasts that the group's reported FOCF will
be negative by GBP100 million and GBP60 million in fiscal 2020 and
2021, respectively. Greenfield projects have the potential to
provide higher returns on investments than acquisitions of schools.
However, greenfield projects involve more risks, including delays
to construction and utilization ramp-up rates lagging expectations.
Typically, a newly built school takes about five years to reach a
utilization rate of about 80%.

The shareholders' track record of cash infusions and commitment of
continued support provide Cognita with a liquidity buffer.  
Cognita generates about 30% of its EBITDA from emerging countries
and cash cannot be readily repatriated from these countries.
Therefore, the group's operating cash flow and GBP100 million RCF
will not be enough to meet the liquidity needs arising from the
development capex, as well any new acquisitions. Therefore, the
shareholders' commitment to provide equity support for development
projects, working capital, and acquisitions is crucial.

Shareholders injected equity of GBP54 million in February 2019 and
a further GBP62 million in November 2019. Jacobs Holding
effectively has a 60% stake in Cognita, which is one of only four
investments it holds. Jacobs Holding typically holds 10% of its net
assets in liquid funds that it can readily deploy in its
investments if there is a need. The EUR62 million cash injection in
November 2019 is from the monetization of Jacobs Holding's stake in
Barry Callebaut, the first monetization of its stake in this
company since 1998. S&P considers that the minority shareholders,
BDT Capital Partners and Sofina, are equally supportive. The
financial strength of the shareholders and their track record of
support influences our view of continued support in future.

Cognita's operating performance for fiscal 2019 is in line with
management's expectations.  Based on the management reports, S&P
understands that Cognita performed broadly in line with its
expectations in fiscal 2019, with reported revenues of about GBP508
million and reported EBITDA of GBP100 million. The group's
utilization rate was about 77%, while the utilization rate for the
development projects that commenced in 2017 meets management's
expectation.

S&P said, "The stable outlook reflects our view that Cognita will
sustain at least 10% revenue growth annually, fueled by organic
growth and acquisitions in the next 12 months. We expect that
Cognita's S&P Global Ratings-adjusted EBITDA margin will gradually
improve toward 24% by 2020, and its adjusted leverage to around
7.7x, thanks to diversification into higher-margin markets and
operating leverage benefits from recent investments. The outlook
also incorporates the shareholders' commitment to support Cognita's
liquidity needs as the group increases its development capex while
continuing with its acquisition strategy.

"We could lower the rating on Cognita if the group's liquidity
weakened on account of additional acquisitions and development
capex without sufficient funding in place. We could also take a
negative rating action if the group exhibits a more aggressive
financial policy, for example, as a result of another round of
large fully debt-funded acquisitions or shareholder returns. Rating
pressure could arise if operating performance weakened materially,
resulting in the group's leverage departing from our base-case
expectations. This could result from the group's inability to
improve its capacity utilization or increase fees at least in line
with its costs, or new competitive pressure on the group's existing
or new schools.

"We could upgrade Cognita if its performance materially exceeded
our base-case assumptions and it substantially reduced its adjusted
leverage to well below 7.5x, while EBITDA interest coverage
improved to 2.0x. An upgrade would also hinge on our view that the
group would be able to generate and sustain sizable positive
FOCF."


MALLINCKRODT PLC: S&P Lowers ICR to 'SD' on Distressed Exchange
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Mallinckrodt PLC to 'SD' (selective default) and its unsecured
issue-level ratings to 'D'.

The downgrade follows Mallinckrodt's exchange of about $700 million
of unsecured notes, consisting of the following series:

-- $83.171 million of 4.875% unsecured notes due in 2020.
-- $52.896 million of 5.75% unsecured notes due in 2022.
-- $216.419 million of 4.75% unsecured notes due in 2023.
-- $144.687 million of 5.625% unsecured notes due in 2023.
-- $208.93 million of 5.5% unsecured notes due in 2025.

Holders of the exchanged notes will receive $322.868 million of new
10% second-lien notes due in 2025 (not rated).




MARKETPLACE ORIGINATED 2019-1: Fitch Rates Class F Debt BB-(EXP)
----------------------------------------------------------------
Fitch Ratings assigned Marketplace Originated Consumer Assets
2019-1 Plc's notes the following expected ratings:

Class A1: 'AAA(EXP)sf'; Outlook Stable

Class A2: 'AAA(EXP)sf'; Outlook Stable

Class B: 'AA-(EXP)sf'; Outlook Stable

Class C: 'A-(EXP)sf'; Outlook Stable

Class D: 'BBB(EXP)sf'; Outlook Stable

Class E: 'BB+(EXP)sf'; Outlook Stable

Class F: 'BB-(EXP)sf'; Outlook Stable

Class Z1: 'NR(EXP)sf'

Class Z2: 'NR(EXP)sf'

MOCA 2019-1 is a true-sale securitisation of a static pool of UK
unsecured consumer loans, originated through the marketplace
lending (MPL) platform of Zopa Limited (Zopa, servicer) and sold by
London Bay Loans Warehouse 1 Limited (LBLW). This transaction is
the second issuance from this platform to be rated by Fitch, and
the third overall.

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

KEY RATING DRIVERS

Increased Robustness Avoids Cap

Based on the combination of an increased length of operational and
performance history, planned retention of a more substantial
portion of originated assets on balance sheet and additional
regulatory oversight and, as before, an appointed back-up servicer
at closing, Fitch concluded that the highest rating category -
'AAAsf' - is achievable for this issuance backed by Zopa's
unsecured consumer loans.

Historical Performance within Expectations

Fitch has assigned weighted average (WA) default and recovery base
cases of 7.3% and 21.9%, respectively. This is based on historical
performance that was achieved mainly in a favourable economic
environment and recent default vintages that performed slightly
weaker. Asset assumptions were derived from a long period of strong
origination growth until 2017, after which volumes stabilised.
Fitch applied a median default multiple of 5.0x and a high recovery
haircut of 60% at 'AAAsf'.

Sensitivity to Pro-Rata Period

The transaction will feature pro-rata amortisation of the rated
notes at closing up until the breach of a sequential trigger. Note
repayments are more sensitive to all aspects of asset performance
than in comparable sequential structures.

Riskier Markets Included

In contrast to previous MOCA transactions, the portfolio includes
loans of the riskier borrowers corresponding to Zopa's risk
markets, D and E. Their performance was factored into its asset
assumptions. The relative share of each Zopa market in the annual
origination volume has been variable since 2014. The loan terms
have been fairly stable in recent years.

RATING SENSITIVITIES

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

Increase default rate by 10%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'B+sf'

Increase default rate by 25%:
'AAsf'/'Asf'/'BBBsf'/'BB+sf'/'BBsf'/'NRsf'

Increase default rate by 50%:
'A+sf'/'BBB+sf'/'BB+sf'/'BBsf'/'B+sf'/'NRsf'

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

Reduce recovery rates by 10%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBBsf'/'BB+sf'/'BB-sf'

Reduce recovery rates by 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf'/'B+sf'

Reduce recovery rates by 50%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'Bsf'

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

Increase default rates by 10% and decrease recovery rates by 10%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'Bsf'

Increase default rates by 25% and decrease recovery rates by 25%:
'AA-sf'/'A-sf'/'BBB-sf'/'BB+sf'/'BB-sf'/'NRsf'

Increase default rates by 50% and decrease recovery rates by 50%:
'Asf'/'BBBsf'/'BBsf'/'B+sf'/'Bsf'/'NRsf'

Expected impact of prepayments (class A/B/C/D/E/F)

Reduce base case prepayment rate to 10%:
'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BBsf'

Reduce base case prepayment rate to 15%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBBsf'/'BB+sf'/'BBsf'

Increase base case prepayment rate to 25%:
'AA+sf'/'A+sf'/'BBB+sf'/'BBBsf'/'BB+sf'/'B+sf'

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.

METRO BANK: Chief Executive Craig Donaldson Steps Down
------------------------------------------------------
Lucy Burton at The Telegraph reports that Metro Bank was hurled
into fresh chaos as chief executive Craig Donaldson announced he is
following founder Vernon Hill out of the door after a disastrous
year.

According to The Telegraph, Mr. Donaldson will step down from his
role at the troubled lender later this month, leaving it with no
permanent chief executive or chairman.

An insider insisted the move was unrelated to investor pressure and
there had been no intervention from regulators, The Telegraph
notes.

As reported by the Troubled Company Reporter-Europe on Oct. 3,
2019, The Telegraph related that Metro Bank finally completed a
crucial GBP350 million fundraising after controversial founder
Vernon Hill quit as chairman in the face of an investor backlash.
The 74-year-old's decision to quit came days after the bank was
forced to cancel a bond sale due to a lack of investor interest
prompting fears for its future, according to The Telegraph.  

Metro Bank plc is a retail bank operating in the United Kingdom,
founded by Anthony Thomson and Vernon Hill in 2010.  At its launch,
it was the first new high street bank to launch in the United
Kingdom in over 150 years.  It is listed on the London Stock
Exchange.


MILLER HOMES: Fitch Affirms BB- LT IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings affirmed UK housebuilder Miller Homes Group Holdings
PLC's Long-Term Issuer Default Rating at 'BB-' with Stable
Outlook.

The rating reflects Miller Homes' stable operational and financial
profile, which was supported by gross debt deleveraging in 2018.
Management's prudent approach and a structural undersupply of
housing across the UK are supportive business profile factors.

KEY RATING DRIVERS

Good Free Cash Flow Generation: Miller Homes continued to generate
healthy free cash flow (FCF) of around GBP50 million for 2018. For
2019 Fitch forecasts slightly negative FCF due to an increase in
land purchases, resulting in working capital outflows. However, FCF
is forecast to turn positive over 2020-2022, as a result of stable
margins and sound working capital management.

Net Deleveraging Expected: Miller Homes reduced funds from
operations (FFO)-adjusted gross leverage in 2018 to around 3.0x
(following a repayment of the company's GBP20 million notes) from
around 3.5x in 2017, which Fitch expects to be maintained up to
2022. However, given the positive FCF generation, Fitch forecasts
FFO-adjusted net leverage to decline to around 2.0x by 2022 from
2.4x at end-2018, despite significant investment in the landbank
over the same period.

Undersupplied Market: The UK housing market remains structurally
undersupplied, with the level of new-build falling significantly
short of the 300,000 annual units the market requires to balance
demand. Fitch believes the government will continue supporting new
developments in the coming years to combat housing shortage. This
should benefit the housebuilding sector overall and Miller Homes in
particular, as the company plans to deliver around 4,000 units by
2021-2022.

Political Uncertainty: A no-deal Brexit is likely to result in
weaker economic growth and trade, reduced consumer spending and
deteriorating consumer confidence, eventually leading to depressed
demand for goods and services. However, structural demand for
housing will remain and the political will to support new-build
volumes are both mitigating factors. Fitch believes Miller Homes'
current prudent management is key, as it allows the company to
enter the Brexit phase with a sound balance sheet.

Regional Housebuilder: Miller Homes operates in selected regions of
the UK - Scotland, Midlands, north of England and, to a lesser
extent, southern England, mainly building family homes of 3 to 4+
bedrooms. Its regional focus away from London and the south east,
with a less volatile appetite for new developments and lower
landbank costs, provides a more stable operating environment and,
ultimately, more stable cash flows. The high level of
standardisation of Miller Homes' houses reduces complexity and
minimises the risk of cost overruns.

DERIVATION SUMMARY

Miller Homes is a medium-sized UK housebuilder focused on Scotland,
the Midlands, the north of England, and to a lesser extent,
southern England. The company is able to compete locally with very
large UK rivals, such as Taylor Wimpey and Barratt. Miller Homes is
comparable in size to Consus Real Estate AG (Consus; B/Stable).
Transparency in the capital structure and the lack of margin
volatility benefit the ratings of Miller Homes over international
peers, despite Fitch's view of the UK market's cash-flow being less
stable than that of the German or French markets.

KEY ASSUMPTIONS

  - Low single-digit growth of average selling price (ASP) p.a. up
to 2022

  - Increasing production volumes of around 5% a year over the next
four years

  - EBITDA margin consistently in the high teens over the next four
years

  - Working capital outflow of around GBP100 million annually to
fund land purchases

RATING SENSITIVITIES

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

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

  - Maintaining order book/development work in progress (WIP)
around or above 100% on a sustained basis (119% at end-9M19).

  - Positive FCF on a sustained basis

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

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

  - Order book/development WIP materially below 100% on a sustained
basis, indicating speculative development

  - Distribution to shareholders that would lead to a material
reduction in cash flow generation and slow deleveraging

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Miller Homes' liquidity comprised an undrawn
GBP130 million revolving credit facility and GBP83 million of
available cash at end-2018. Fitch forecasts the company to maintain
a solid cash balance over the next four years despite an expected
increase in landbank spending, given its strong FCF generation.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Lease-equivalent debt was calculated at GBP20 million using an
average multiple of 8x

  - Cash of GBP16 million was treated as restricted cash,
representing average swings in intra-month working capital

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.

PRECISE MORTGAGE 2017-1B: Fitch Affirms BB+sf Rating on Cl. E Debt
------------------------------------------------------------------
Fitch Ratings upgraded one tranche of Precise Mortgage Funding
2017-1B (PMF 2017-1B) and two tranches of Precise Mortgage Funding
2018-1B (PMF 2018-1B):

RATING ACTIONS

Precise Mortgage Funding 2017-1B Plc

Class A XS1588567781; LT AAAsf Affirmed;  previously AAAsf

Class B XS1588576345; LT AAAsf Upgrade;   previously AA+sf

Class C XS1588580297; LT A+sf Affirmed;   previously A+sf

Class D XS1588584018; LT BBB+sf Affirmed; previously BBB+sf

Class E XS1588587110; LT BB+sf Affirmed;  previously BB+sf

Precise Mortgage Funding 2018-1B PLC

Class A Notes XS1739590955; LT AAAsf Affirmed;  previously AAAsf

Class B Notes XS1739591094; LT AAAsf Upgrade;   previously AA+sf

Class C Notes XS1739591177; LT AA-sf Upgrade;   previously A+sf

Class D Notes XS1739591250; LT BBB+sf Affirmed; previously BBB+sf

Class E Notes XS1739591334; LT BBBsf Affirmed;  previously BBBsf

Class X Notes XS1739592225; LT BB+sf Affirmed;  previously BB+sf

TRANSACTION SUMMARY

The transactions are securitisations of buy-to-let mortgages. The
loans were originated by Charter Court Financial Services, trading
as Precise Mortgages in the UK (excluding Northern Ireland).

KEY RATING DRIVERS

New UK RMBS Rating Criteria

The rating actions take into account the new UK RMBS Rating
Criteria dated 4 October 2019. The notes' ratings have been removed
from Under Criteria Observation. The portfolios of both
transactions are composed entirely of BTL loans. The upgrades and
affirmations are driven by the application of the sector-level
assumptions for BTL UK RMBS deals.

Decreased Originator Adjustment

All of the loans in the two pools were selected from CCFS's BTL
Tier 1 product, which is in line with what Fitch expects from
typical prime BTL underwriting guidelines. Fitch had applied an
originator adjustment of 1.1x so far to these loans, in particular
because of the limited amount of performance history available.
Fitch believes that the performance data is now sufficient and
provides evidence of the adequate performance of the loans. Fitch
has revised its originator adjustment to 1.0x from 1.1x for both
transactions.

Strong Performance, Increased Credit Enhancement

The two transactions' performance has been stable, with only one
mortgage in three month+ arrears for PMF 2017-1B and none for PMF
2018-1B. Together with the build-up in credit-enhancement, this has
contributed to the upgrades.

Class X Note Capped

Prior to the optional redemption date of PMF 2018-1B in December
2021, all excess spread will be used to make payments of interest
and principal on the class X note. The model-implied ratings of
excess spread notes are highly sensitive to cash flow modelling
assumptions, especially prepayment rates. Fitch has therefore
capped the class X note at 'BB+sf', in line with its UK RMBS
Criteria.

RATING SENSITIVITIES

The loans in the two pools currently earn a predominantly fixed
rate of interest and all revert to an interest rate linked to
Libor. Once this has occurred, borrowers will be exposed to
increases in market interest rates, which would put pressure on
affordability, and potentially cause deterioration of asset
performance. If this results in defaults and losses on properties
sold in excess of Fitch's expectations, Fitch may take negative
rating action on the notes.

The 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, the ratings may be negatively affected.

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.

THOMAS COOK: Condor Plans to Double Operating Profit Margin
-----------------------------------------------------------
Ilona Wissenbach at Reuters reports that German airline Condor
plans to more than double its operating profit margin, its chief
executive said, hoping to lure in potential investors that will
take it over following the collapse of its parent Thomas Cook.

According to Reuters, Condor, which filed for investor protection
proceedings -- which require that a business can still be saved --
made adjusted earnings before interest and tax (EBIT) of EUR57
million (US$63 million) in the last fiscal year.

"Healthy airlines need an 8% EBIT margin. That's also a reasonable
target for Condor," Condor Chief Executive Ralf Teckentrup told
Reuters. "We need to improve profits by 70-80 million euros. Part
of this needs to be realised in the current business year."

Condor last month said it had drawn substantial interest from
potential buyers, declining to specify, Reuters relates.

Mr. Teckentrup, as cited by Reuters, said it was "extremely likely"
that a buyer would emerge in time to repay a EUR380 million loan
the airline received from Germany to stay afloat.  The loan needs
to be repaid by April 15, 2020, Reuters discloses.

                    About Thomas Cook Group

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

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

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

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

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

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

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.


WATT BROTHERS: Flagship Store to Close on December 15
-----------------------------------------------------
Hannah Burley at The Scotsman reports that Watt Brothers' flagship
store on Sauchiehall Street will close its doors for the final time
next weekend, with a further 53 staff set to lose their jobs.

According to The Scotsman, administrators at KPMG have confirmed
that the Glasgow store will close on Sunday, Dec. 15, almost two
months after the iconic retailer fell into administration with the
immediate loss of almost 230 jobs.

More than 50 staff were kept on at Sauchiehall Street to help clear
stock, but will now be made redundant at the end of next week, The
Scotsman discloses.

As the store enters its final week of trading, discounts of up to
70% have been applied on all remaining products, The Scotsman
notes.

The fourth-generation family owned business, which has traded for
more than 100 years, operated a chain of department stores
throughout Scotland before entering administration in October, The
Scotsman recounts.

Watt Brothers suffered from an increased strain on costs margins
and rising competition from online and discount retailers, which
resulted in the group generating a loss in 2018, The Scotsman
relates.

The 104-year-old retailer embarked on a process to secure new
investment as trading losses continued in 2019, but this was
unsuccessful, The Scotsman states.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *