/raid1/www/Hosts/bankrupt/TCREUR_Public/191213.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, December 13, 2019, Vol. 20, No. 249

                           Headlines



C Z E C H   R E P U B L I C

SAZKA GROUP: Fitch Affirms BB- LT IDR, Outlook Stable


D E N M A R K

NORICAN GLOBAL: Moody's Affirms B2 CFR, Alters Outlook to Neg.


F R A N C E

PROMONTORIA HOLDING: Moody's Cuts CFR to B3; Alters Outlook to Neg


I R E L A N D

MADISON PARK VIII: S&P Assigns B- (sf) Rating to Class F Notes


I T A L Y

ATLANTIA SPA: S&P Places 'BB+' ICR on CreditWatch Negative


L I T H U A N I A

AVIA SOLUTIONS: S&P Assigns 'BB' Long-Term Issuer Credit Rating


L U X E M B O U R G

EURASIAN RESOURCES: S&P Downgrades ICR to 'B-', Outlook Negative


N E T H E R L A N D S

DRYDEN 35 EURO 2014: Moody's Rates EUR12.8MM Cl. F-R Notes (P)B3
DRYDEN 35 EURO 2014: S&P Affirms 'B- (sf)' Rating on Class F Notes
DRYDEN 35 EURO 2014: S&P Assigns Prelim B- Rating on Cl. F-R Notes


R U S S I A

RAVNAQ-BANK: S&P Affirms 'B-/B' ICRs, Outlook Stable


S P A I N

GAT ICO-FTVPO 1: Moody's Affirms EUR1.4MM Cl. D(CT) Notes at Caa3
PRONOVIAS: S&P Cuts Rating to 'B-' on Weak 2019 Performance
PYMES SANTANDER 15: Moody's Rates EUR150MM Serie C Notes Ca (sf)


S W I T Z E R L A N D

FERREXPO PLC: Moody's Affirms B3 CFR, Alters Outlook to Positive


U N I T E D   K I N G D O M

CHARTER MORTGAGE 2018-1: Moody's Affirms B1 Rating on Cl. X Notes
DEBENHAMS PLC: Appoints John Walden as Non-Executive Director
DJS LTD: Enters Administration, Won't Offer New Piggyback Loans
EDDIE STOBART: Shareholders Have Option to Join Rights Issue
KOOVS PLC: Sells Business, Assets to SGIK 3 Investments

M&C SAATCHI: Maurice Saatchi Steps Down as Executive Director
M&G: Suspends Withdrawals in GBP2.5BB Property Portfolio Fund
MALLINCKRODT PLC: S&P Ups Issuer Rating to CCC, Outlook Negative
MANSARD MORTGAGES 2007-1: Fitch Upgrades Cl. B2a Debt to BB-sf
MARKS & SPENCER: Egan-Jones Lowers Sr. Unsec. Debt Ratings to BB

NOBLE CORPORATION: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B-
SWOON: Co-Founders Acquire Business Out of Administration
THOMAS COOK: Germany to Give Financial Assistance to Customers
TULLOW OIL: Cuts Production Outlook, Chief Executive Steps Down


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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C Z E C H   R E P U B L I C
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SAZKA GROUP: Fitch Affirms BB- LT IDR, Outlook Stable
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Fitch Ratings affirmed Sazka Group a.s Long-Term Issuer Default
Rating at 'BB-' on a Stable Outlook. It has also assigned its new
EUR300 million of senior unsecured notes an instrument rating of
'BB-' with a Recovery Rating of 'RR4', following the review of the
final bond documentation and latest regulatory developments in the
Czech Republic.

The 'BB-' IDR of Sazka Group reflects its leading market positions
in the Czech, Italian, Austrian and Greek gaming and lottery
markets, and a business profile characterised by fairly steady
revenue streams from lottery activities. It also factors in
high-quality dividends from controlling and non-controlling stakes,
which translate into solid debt service capabilities at Sazka Group
(holdco). The IDR is constrained by fairly high leverage (funds
from operations (FFO) lease-adjusted gross leverage on a
proportionally consolidated basis), which Fitch estimates at 5.1x
for end-2019, however trending to 4.7x by 2021.

Fitch estimates under its rating case that structurally senior
gross debt at both operating and intermediate holding companies
will represent around 2.4x and 2.3x of proportionally consolidated
EBITDA by end-2019 and 2020 respectively, before falling to 1.9x by
2021 and 1.3x by 2023. This will not trigger any material
structural subordination for Sazka Group's prospective
bondholders.

KEY RATING DRIVERS

Leading European Lottery Operator: Sazka Group's main revenue
source is from mature but stable national lottery schemes at around
75% of total group revenue. Sazka Group is the longest established
lottery gaming and betting operator in the Czech Republic with a
leading market position and 95% market share. It has an extensive
network of 11,200 points of sales, together with a comprehensive
online games and entertainment platform.

Following the acquisition of shareholding stakes in leading lottery
operations in other central and southern European jurisdictions
(such as OPAP's in Greece) Sazka Group has become the largest
European private lottery operator. It holds equity stakes in gaming
companies with strong competitive positions in Greece and Italy
(number 1 lottery operator in both) and in Austria (number 1
lottery and land-based casinos).

Geographical Diversification Mitigates Regulatory Risks: Fitch
believes the regulatory environment for lottery games is more
stable and less susceptible to government interference than other
types of gambling, such as sports-betting and casino games.
However, regulatory risk still exists, and given Sazka Group's
exposure to some heavily indebted European sovereigns, the group
could face gaming tax increases (as currently being considered by
the Czech government) and/or possible limits on wagers that could
restrict future cash flows. Its geographical diversification should
allow the group, however, to weather adverse regulatory change in
any one particular country over the next four years.

Gradual Shift towards Online: Gaming is undergoing a structural
shift towards more online and mobile application betting, which
requires both increased capex in IT and software systems as well as
active marketing and promotional programmes. While online gaming
regulations are fairly new in some countries such as the Czech
Republic, Greece and Italy, they are already showing higher
penetration rates in Austria, reflecting an earlier implementation
of online regulations. Fitch expects the group to continue to
generate positive cash flow as it rolls out more retail and online
products such as e-casino and virtual games, scratch cards, video
lottery terminals, notably in Greece and sports-betting in its main
markets.

Strong Cash Flow Generation: The rating reflects the high-quality
and steady dividend stream from controlled subsidiaries (OPAP and
Sazka a.s.) as well as non-controlling stakes (CASAG and
LottoItalia). Fitch expects cash flow available after debt service
at Sazka Group (holdco level) between EUR145 million and EUR180
million per annum.

Solid Operating Profitability: Sazka Group's consolidated EBITDA
margin is high by gaming industry standards (32% expected in 2019,
proforma for the divestment of the Croatian business SuperSport),
which Fitch expects to remain stable over the next four years.
Fitch estimates free cash flow (FCF) will be above 15% of "sales"
(defined as net gaming revenue (NGR)) on a fully consolidated basis
for the next four years. As Sazka Group combines both retail and
digital-betting offerings, this enhances its ability to improve
brand and product awareness as well as customer retention through
enhanced multi-channel and marketing initiatives, improving margins
and cash-flow resilience.

Fairly High Leverage: As consolidation progresses in the European
gaming sector, Sazka Group has completed significant debt-funded
acquisitions in the last three years. This has led us to project
high FFO-lease adjusted net leverage of around 4.5x at end-2019
(5.1x gross), on a proportionally consolidated basis. This is
sustainable as the business generates strong FCF and should reduce
proportionally consolidated leverage on a net basis towards 3.4x
(gross: 4.7x) by 2021.

Complex Group Structure: Sazka Group has a fairly complex group
structure, including consolidated entities with significant
minority interests and equity-accounted investments, which result
in significant cash leakage when dividends are up-streamed to Sazka
Group at holdco level (around 65% of dividends paid by operating
companies). The group's capital structure also includes priority
debt at either intermediate holding or operating company levels
that needs to be serviced before cash is up-streamed to Sazka
Group.

Robust Debt Service Coverage: Given lack of contractual debt
repayments at Sazka Group (holdco) in the next four years Fitch
estimates strong dividend-to-debt service ratio of at least 5.3x
until 2023. Fitch expects control of OPAP's board of directors, and
therefore of OPAP's dividend policy, as well as the current pattern
of dividend distributions of CASAG and LottoItalia (which are
entities not controlled by Sazka Group) will continue over the next
four years. FFO fixed charge cover ratios between 4.1x and 5.4x
over the next four years under its rating case support robust debt
service capability. These metrics are calculated based on Fitch
methodology by applying proportional consolidation.

Reduced Structural Subordination Likely: Repayment of around 45% of
outstanding debt at intermediate holding companies with the
proceeds from bridge financing - which has ultimately been replaced
by the new bond - should reduce structural subordination. However,
as of around EUR248 million remain outstanding contractually and
structurally senior to the proposed notes, in addition to EUR476
million in proportionally consolidated operating company debt
(together priority debt), or around 2.4x EBITDA. This leaves
limited margin for incurring additional debt below holdco level.
Fitch does not notch down Sazka Group's EUR300 million notes rating
as priority debt should decline due to contractual debt repayments
primarily at intermediate holding level, trending below 2.0x EBITDA
over the next four years.

DERIVATION SUMMARY

Sazka Group's profitability, measured by EBITDA and EBITDAR
margins, is strong relative to 'BB' category peers in the gaming
sector, such as GVC Holdings Plc (BB+/Stable) - one of the largest
sportsbook operators in the world. This is complemented by good FFO
throughout the cycle, resulting in resilient FCF and adequate
financial flexibility. Sazka Group also displays good geographical
diversification across Europe with businesses in the Czech
Republic, Austria, Greece, and Italy, albeit weaker than GVC.

However, while Sazka Group concentrates on less revenue volatile
lotteries, it has higher leverage than GVC. It also has a more
complex group structure with some structural and contractual
subordination for Sazka Group's debtholders although, currently,
this does not result in a notch-downgrade on the senior unsecured
rating.

KEY ASSUMPTIONS

  - High mid-single digit organic growth in NGR at 2% p.a. over the
next four years, after considering a highly likely revenue decline
in Sazka Czech a.s. if stricter regulation on lottery taxes is
approved by the Czech government in 2020.

  - EBITDA margin stable towards 31% over the next four years.

  - Consolidated FCF to remain above 15% of NGR over the next four
years.

  - Dividend payments lower than prior two years and include
distribution of recurring income from share repurchases at
LottoItalia regarding return of license fees.

  - No change in regulations and taxation in main markets, except
those already announced about a likely increase in lottery tax in
the Czech Republic.

Recovery Assumptions:

Post-acquisition of OPAP's additional shares (7% take-up), Sazka
Group's debt structure is fairly complex with EUR782 million (or in
equivalent currencies) sitting at intermediate and operating
company levels. The new notes at Sazka Group holdco level are only
guaranteed by Sazka Czech a.s. (wholly-owned Czech subsidiary
accounting for around 25% of proportionally consolidated EBITDA)
and rank pari passu with other debt at the same level.

Based on Fitch's transitional approach under the agency's Recovery
Ratings methodology, Fitch expects Sazka Group's priority debt to
be 2.4x proportionally consolidated EBITDA in 2019, and to fall
thereafter, thus limiting the risk of material structural
subordination for bondholders at Sazka Group.

Bondholders will have direct recourse to Sazka Czech a.s. from the
subsidiary's direct guarantee, in addition to the value stemming
from Sazka Group's controlling and minority interests. However,
this is insufficient to provide any credit enhancement to the
rating of the newly issued notes. Therefore Fitch expects average
recovery prospects for Sazka Group's unsecured creditors in the
event of default (i.e. RR4 within the band of 31% - 50%
recoveries).

RATING SENSITIVITIES

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

  - Reduced group structure complexity, for example, via falling
intermediate debt and overall priority debt-to-EBITDA
(proportionally consolidated) to below 2.0x

  - Further strengthening of operations with an established
competitive profile in online gaming, a fully stabilised Czech
retail business and lower reliance on the Czech market

  - Proportionally consolidated FFO lease-adjusted net leverage
sustainably below 4.0x (expected for 2019: 4.5x), due to
sustainably growing dividend flows from equity stakes

  - Proportionally consolidated FFO fixed charge cover above 3.0x
and gross dividend/ gross interest ratio at Sazka Group (holdco)
above 2.5x on a sustained basis

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

  - More aggressive financial policy reflected in proportionally
consolidated FFO lease-adjusted net leverage sustainably above
5.5x

  - Proportionally consolidated FFO fixed charge cover below 2.0x
and gross dividend/interest at holdco of less than 2.0x on a
sustained basis

  - Poor trading and/or increased regulation and taxation leading
to consolidated EBITDA margin falling below 25% on a sustained
basis

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Fitch expects solid liquidity on a proportional
consolidated basis with cash in hand of EUR187 million by end-2019.
This will be supplemented by projected robust proportionally
consolidated FFO fixed charge coverage ratio under its rating case
of 4.9x in 2019, trending towards 4.6x by 2021 and 5.4x by 2023.

Fitch also expects ample liquidity headroom at Sazka Group
(holdco), driven by projected EUR38 million of cash in hand by
end-2019 and building up to around EUR200 million by 2021 under its
rating case. Additionally, Fitch expects robust debt service
coverage ratios at Sazka Group of 5.3x to 6.2x over the next four
years, benefiting from steady dividends being up-streamed through
the group structure and the absence of scheduled debt repayments at
the holding level over the same period.

Reported liquidity was sound at December 31, 2018 with EUR313
million of cash on balance sheet on a fully consolidated basis.
There are no revolving facilities in place as the group is highly
cash-generative, receiving cash upfront from punters and always has
a significant amount of cash in hand. However, Fitch has restricted
EUR30 million for winnings and jackpots.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch's credit metrics are based on the proportionate consolidation
of the Saska Group's stake in the Greek operations (OPAP), and
dividends up-streamed only from equity stakes in the Italian
(LottoItalia) and Austrian operations (CASAG). This differs from
the group management's definition of proportionate consolidation as
well as published financials, which are shown on a
fully-consolidated basis.

ESG CONSIDERATIONS

Unless otherwise disclosed in this sector, the highest level of
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 managed
by the entity.



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D E N M A R K
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NORICAN GLOBAL: Moody's Affirms B2 CFR, Alters Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
Norican Global A/S, a Denmark domiciled manufacturer of machines
and aftermarket products for the global metallic parts formation
and preparation industries, to negative from stable. Concurrently,
Moody's affirmed Norican's B2 corporate family rating and B2-PD
probability of default rating, as well as the B2 rating of the
EUR340 million of senior secured notes issued by Norican A/S, a
subsidiary of Norican.

"Our decision to change the rating outlook on Norican's ratings to
negative reflects gradual decline in operating profitability and
rising leverage over the recent quarters combined with the
probability of further negative pressure over the next quarters in
light of a weaker automotive market", says Daniel Harlid, a Moody's
Assistant Vice President -- Analyst and the lead analyst for
Norican. "At the same time, the ratings affirmation positively
considers the company's ongoing solid cash generation ability,
supporting a high cash balance and strong liquidity profile", Mr.
Harlid continues.

RATINGS RATIONALE

Following continued weak operating performance of Light Metal
Casting Solutions (LMCS), acquired by Norican in 2017, coupled with
a weak automotive industry, Moody's projections for 2019 point to a
revenue reduction of 7%-8% and a decrease in Moody's-adjusted
EBITDA of 16% compared to 2018. This will lead to a
Moody's-adjusted debt/EBITDA of around 7.2x -- a level Moody's
predicts will be sustained during 2020, considering Moody's
negative industry outlooks for the Global Automotive Original
Equipment Manufacturers and the European Automotive Parts
Suppliers, and expectations of continued muted operating
performance for LMCS.

Mitigating the negative ratings pressure is Norican's high cash
balance of EUR107 million as of September 28, 2019, translating to
a Moody's-adjusted net debt/EBITDA ratio of 4.7x -- almost two
turns of EBITDA lower than on a gross basis, and still in line with
Moody's expectation of a maximum of 5.0x for the B2 rating. Whilst
Norican's B2 rating is weakly positioned, its affirmation reflects
the company's strong liquidity profile and positive free cash flow
generation.

OUTLOOK

The negative outlook incorporates the continued negative
environment for the global automotive sector. This will continue to
negatively impact the company's absolute EBITDA level, which leads
to its projection for Moody's-adjusted debt/EBITDA of around 7x and
FCF/debt of 3.0%-3.5% over the next 12-18 months. Moody's also
incorporates the high degree of uncertainty related to the
automotive sector in 2020, which potentially could excerpt even
further downside pressure on key credit ratios for the company.

LIQUIDITY

Moody's considers Norican's liquidity profile strong. The group's
primary liquidity sources include its cash balance of EUR107
million as of September 28, 2019, and annual funds from operations
of around EUR35 million-EUR40 million. Externally, the group
benefits from a EUR75 million super senior revolving credit
facility (RCF), of which EUR55 million is available in cash and the
rest for commercial guarantees. The RCF was undrawn end of Q3 2019
and is expected by us to remain so for the next 18 months. The RCF
includes a springing financial covenant if drawings exceed 25% of
the total cash availability. Additionally, the group is required to
maintain a minimum EBITDA level, which is significantly lower than
that forecast in its base case. The main cash uses include annual
capital spending of around EUR5 million. In its analysis, Moody's
considers cash equivalent to 3% of revenue (around EUR16 million)
as the requirement to run daily operations, which is not available
for debt repayment.

WHAT COULD MOVE THE RATING UP

Although highly unlikely at this stage, positive ratings pressure
could build if:

Debt/EBITDA below 4.5x

EBITA margin above 10%

FCF/debt in the high single digits in percentage terms, while
preserving a solid liquidity profile

WHAT COULD MOVE THE RATING DOWN

Debt/EBITDA sustained above 5.5x or Net debt/EBITDA sustained above
5.0x

EBITA margin below 8%

Negative FCF

Weakening liquidity profile

ESG CONSIDERATIONS

Governance risks mainly relate to the company's private-equity
ownership which tends to create some uncertainty around a company's
future financial policy. Often in private equity sponsored deals,
owners tend to have higher tolerance for leverage, a greater
propensity to favor shareholders over creditors as well as a
greater appetite for M&A to maximize growth and their return on
investment.

STRUCTURAL CONSIDERATIONS

In Moody's Loss Given Default (LGD) analysis, the agency
differentiates between three layers of debt within the capital
structure of Norican. Moody's ranks the group's EUR75 million super
senior revolving credit facility (RCF) in the highest position
reflecting its preferential ranking relative to other liabilities.
For the purpose of its analysis, however, the agency models a
maximum availability size of EUR55 million given that only this
amount can be used for cash drawings. The residual EUR20 million
can only be used for performance bonds and similar instruments. In
the second position, Moody's models the EUR340 million of senior
secured notes and the group's trade payables. Finally, Moody's
models the group's pension obligations and operating lease claims
as unsecured and therefore last in the waterfall. Given that the
senior secured notes represent by far the largest proportion of the
total debt structure, the B2 rating of Norican A/S is at the same
level as the CFR.

LIST OF AFFECTED RATINGS:

Issuer: Norican A/S

Affirmation:

BACKED Senior Secured Regular Bond/Debenture, Affirmed B2

Outlook Action:

Outlook, Changed To Negative From Stable

Issuer: Norican Global A/S

Affirmations:

LT Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Outlook Action:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.



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F R A N C E
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PROMONTORIA HOLDING: Moody's Cuts CFR to B3; Alters Outlook to Neg
------------------------------------------------------------------
Moody's Investors Service downgraded Promontoria Holding 264 B.V.'s
corporate family rating to B3 from B2. Concurrently Moody's has
downgraded WFS' probability of default rating to B3-PD from B2-PD
and the EUR660 million senior secured notes maturing 2023 to B3
from B2. The outlook on all ratings was changed to negative from
stable.

The rating action follows the release of the company's results for
the third quarter of 2019 and the company's revised expectation of
their year end results for 2019, which were weaker than what
Moody's anticipated.

RATINGS RATIONALE

The downgrade to B3 reflects WFS's weakening operating performance
and limited cash flow generation in the first nine months of 2019,
but more importantly the expectation of a limited improvement in
2020. This is largely driven by the current market environment and
the challenges faced in its ground handling segment with the
discontinuation of the company's operations at Orly airport. As a
consequence, WFS's financial metrics are expected to remain below
the requirements for maintaining a B2 rating category, with limited
prospect of a recovery over the next 12-18 months.

The negative outlook reflects the uncertainties related to the
company's ability to generate positive free cash flow generation in
the next 12-18 months which constrains the company's liquidity
profile. While Moody's anticipates some improvement from the cost
saving initiates that the company has been implementing, the timing
of any visible improvement of its underlying earnings remain
uncertain. Any other unforeseen events could also result in
additional one-off costs that could further constrain the company's
cash flow generation.

In the first nine months of 2019 underlying revenue was up by 8.5%,
driven mainly by the ground handling segment which rose by 33.0%
year-on-year. This improvement was supported by a number of new
contract wins, including the outsourcing contract with LATAM
Airlines Group S.A. (Ba3, stable) in September 2018. The cargo
segment, on the other hand, remained broadly flat due to the
contraction in the cargo market, which is affected by ongoing trade
tensions and weakness in global trade. While top line growth
continues to be positive, the company adjusted EBITDA is expected
to decline by 12% in 2019 from 2018 and company's reported EBITDA
by around 40%. The significant decline is driven by lower volumes
in the cargo segment, but also higher investments made to improve
the company's global support functions and large non-recurring
expenses. The latter represented around EUR39 million as of YTD
September 2019 of which EUR13.5 million relates to the
discontinuation of the operations at Orly airport. As a result,
Moody's adjusted leverage is expected to increase to above 5.0x at
year end 2019 and remain above that level in 2020.

Governance risks mainly relate to the company's private equity
ownership and financial policy. Often in private equity-sponsored
deals, owners tend to have a higher tolerance for leverage, greater
propensity to favour shareholders over creditors, as well as
greater appetite for M&A to maximise growth and return on their
investments. However, Moody's do not expect any material
debt-funded acquisition or shareholder-friendly actions in the
medium term.

LIQUIDITY

WFS' liquidity profile is weak, on the back of continued negative
free cash generation and its expectation that it will remain
negative in 2020. As of September 2019, its cash on balance sheet
was EUR54m and availability under its EUR100 million revolving
credit facility (RCF) was EUR33m post drawdowns and letter of
credit utilisation. The company has also access to a new committed
factoring facility line of $60 million due in 2022 in addition to
uncommitted lines of approximately EUR65 million. While the
increase will help improve its cash flow management, it will also
increase Moody's adjusted debt and hence slow its deleveraging
pace. Moody's understands that the company will carefully manage
its available liquidity including the reduction of its capital
spending if needed. However, a persistent challenging market
environment could offset any profitability improvements and lead to
further liquidity deterioration. The company has sufficient
headroom (above 40%) under its financial springing covenant test of
8.25x net senior secured leverage.

STRUCTURAL CONSIDERATIONS

The EUR660 million senior secured notes due 2023 (rated B2 and
comprising 6.75% EUR400 million fixed rate and 6.25%+ Euribor
EUR260 million floating notes) have the same security and
guarantees as the EUR100 million RCF (unrated) due 2023. The
security includes share pledges in subsidiaries, intragroup
receivables due to subsidiaries and cash. However, the notes rank
behind the RCF because of contractual subordination via the
intercreditor agreement in case of enforcement. This leads to an
outcome in which the senior secured notes are rated at the same
level as the CFR because the senior secured debt accounts for the
majority of modelled debt.

RATING OUTLOOK

The negative outlook reflects the uncertainties related to the
company's ability to achieve meaningful improvements in its
underlying earnings in the next 12-18 months and reduce the amount
of exceptional costs. A sustained negative free cash flow
generation will further deteriorate WFS' liquidity profile which
could lead to an unsustainable capital structure. Moody's also
incorporates the uncertainty related to the cargo market
environment in 2020, which potentially could result in further
downside pressure on its credit metrics.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

Given the negative outlook, an upgrade is currently unlikely.
However, the outlook could be stabilized if (i) the company
strengthens its liquidity; (ii) FCF improves to at least breakeven;
(iii) the company improves its profitability; and (iii) interest
cover and leverage improve from their current level.

Downward pressure could develop if: (i) operating performance
continues to weaken which could lead to a further increase in
leverage; and (ii) the liquidity profile further deteriorates,
including a material increase in negative FCF generation.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Paris, France, WFS is a global aviation services
company, principally focused on cargo handling (70% of revenue in
2018) and ground handling (27%), with a small presence in transport
infrastructure management and services (3%). The company operates
across 22 countries through 179 airport locations and serves over
270 major airlines worldwide.



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MADISON PARK VIII: S&P Assigns B- (sf) Rating to Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Madison Park Euro
Funding VIII DAC's class A to F reset cash flow CLO notes. At
closing, the issuer also issued unrated subordinated notes.

Madison Park Euro Funding VIII is a reset European cash flow CLO
transaction securitizing a portfolio of primarily senior secured
leveraged loans and bonds. The transaction is managed by Credit
Suisse Asset Management Ltd

The ratings reflect S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade (rated 'BB+' and below) senior
secured term loans and bonds that are governed by collateral
quality tests.

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

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

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

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

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

Unique Features

Interest smoothing amounts

Under the transaction documents, the transaction is subject to a
class F interest coverage ratio (ICR) test, which at any point will
determine whether or not the issuer will trap proceeds from
collateral obligations that pay less frequently than quarterly. The
conditions of the test are as follows, which, if satisfied, would
result in no proceeds credited to the interest smoothing account:

-- ICR of 105%-110% and balance of semiannual obligations below
7.5% of the CLO's performing collateral balance;

-- ICR of 110%-115% and balance of semiannual obligations below
10% of the CLO's performing collateral balance;

-- ICR of 115%-120% and balance of semiannual obligations below
12.5% of the CLO's performing collateral balance; or

-- ICR over 120% and balance of semiannual obligations does not
exceed 15% of the CLO's performing collateral balance.

Reverse collateral allocation mechanism

If a defaulted euro-denominated obligation becomes the subject of a
mandatory exchange for US-denominated obligation following a
collateral allocation mechanism (CAM) trigger event, the portfolio
manager may sell the CAM obligation and invest the sale proceeds in
the same obligor (a CAM euro obligation), provided the obligation:

-- Is denominated in euros;

-- Ranks as the same or more senior level of priority as the CAM
obligation; and

-- Is issued under the same facility as the CAM obligation by the
obligor.

To ensure that the CLO's original or adjusted collateral par amount
is not adversely affected following a CAM exchange, a CAM
obligation may only be acquired if, following the reinvestment, the
numerator of the CLO's par value test, referred to as the adjusted
collateral principal amount, is either:

-- Greater than the reinvestment target par balance;

-- Maintained or improved when compared to the same balance
immediately after the collateral obligation became a defaulted
obligation; or

-- Maintained or improved compared to the same balance immediately
after the mandatory exchange which resulted in the issuer holding
the CAM exchange. Solely for the purpose of this condition, the CAM
obligation's principal balance is carried at the lowest of its
market value and recovery rate, adjusted for foreign currency risk
and foreign exchange rates.

Finally, a CAM euro exchanged obligation that is also a
restructured obligation may not be purchased with sale proceeds
from a CAM exchanged obligation.

The portfolio manager may only sell a CAM obligation and reinvest
the sale proceeds in a CAM euro obligation if, in the judgment of
the portfolio manager, the sale and subsequent reinvestment is
expected to result in a higher level of ultimate recovery when
compared to the expected ultimate recovery from the CAM
obligation.

The portfolio's reinvestment period ends approximately 4.5 years
after closing.

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B' and an S&P Global Ratings' weighted-average rating factor
(SPWARF) of 2,568. We consider that the portfolio is diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR460.00 million par
amount, a covenanted weighted-average spread of 3.60%, covenanted
reference weighted-average coupon of 4.25%, and weighted-average
recovery rates (WARR) for all rating levels that are approximately
1% lower than what the actual portfolio is generating. For example,
the 'AAA' WARR modeled is 37.23%. The transaction's
weighted-average life, as given by CDO Evaluator, stands at 4.6
years."

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

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

The Bank of New York Mellon, London branch is the bank account
provider and custodian. The documented downgrade remedies are in
line with S&P's current counterparty criteria.

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

The issuer is bankruptcy remote, in accordance with S&P's legal
criteria.

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

"In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics compared to other CLO transactions we have rated
recently.

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

  Ratings List
  Class     Rating    Amount     Stated interest            Credit
                     (mil. EUR)  rate (%)          enhancement (%)
  A         AAA (sf)  287.50     3/6M EURIBOR + 0.95       37.50
  B         AA (sf)   48.30      3/6M EURIBOR + 1.70       27.00
  C         A (sf)    27.60      3/6M EURIBOR + 2.50       21.00
  D         BBB (sf)  29.90      3/6M EURIBOR + 4.65       14.50
  E         BB- (sf)  23.00      3/6M EURIBOR + 7.15        9.50
  F         B- (sf)   11.50      3/6M EURIBOR + 8.91        7.00
  Sub notes NR        54.10      N/A                        N/A

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




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

ATLANTIA SPA: S&P Places 'BB+' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its 'BBB-/A-3' issuer and 'BB+' issue
credit ratings on Italian toll road and airport operator Atlantia
SpA on CreditWatch negative and its 'BBB-/A-3' issuer and issue
credit ratings on Atlantia's subsidiary Autostrade per l'Italia
(ASPI) on CreditWatch negative. Owing to the risk of a multi-notch
downgrade of Atlantia, S&P revised to negative its outlook on its
Spanish subsidiary Abertis and Abertis' own core subsidiaries HIT
and Sanef. S&P affirmed its 'BBB' credit ratings on Atlantia's
operating subsidiary, Aeroporti di Roma (AdR). The outlook on AdR
remains negative.

The CreditWatch placement indicates that, in the current fluid
political and legal situation, in S&P's view there is an increased
likelihood that one of the following scenarios may weaken
Atlantia's creditworthiness:

-- The Italian parliament may decide to cancel Law n. 101/2008
that ensures some concessions, like ASPI, have the same ranking
than an ordinary law under the Italian legal framework. The
cancellation of that law could result in a weakening of ASPI's
contractual protection, particularly whether a termination payment
is due if the concession is revoked.

-- The risk of the event above might lead to an agreement between
Atlantia and the Italian Ministry of Infrastructure and Transport
(MIT) on less favorable terms for ASPI, for example resulting in
higher capital expenditure and lower tariff growth, which could
weaken Atlantia's financial metrics more than previously
anticipated.

-- Under an extreme scenario, a joint decree by MIT and the
Ministry of Economy and Finance (MEF) could revoke the ASPI
concession, which, if there is no termination payment, could have
difficult-to-predict legal and liquidity consequences.

The extent of any downgrade would depend on what decision is taken
or agreed with ASPI, and what effect this may have on Atlantia's
financial metrics, the strengths of its business, and its
liquidity.

S&P siad, "That said, we still see a one-in-two likelihood that
Atlantia will maintain its adjusted FFO to debt of 10% or above and
retain the ASPI concession. We base our view on the contractual
strengths of the concession and the measures Atlantia could adopt
to mitigate the negative impact of the measures it could agree with
MIT, such as higher maintenance costs or lower revenues."

Downside risk for the ASPI concession has increased

On Nov. 24, 2019, a bridge on the A6 near Genoa not operated by
ASPI collapsed following a landslide. This event raised concerns
about the safety of infrastructure operated by toll road
concessionaires, increasing the negative political sentiment
towards Atlantia following the collapse of Genoa Bridge on Aug. 14,
2018, which caused a number of casualties.

Pressure on the ASPI concession also followed warnings raised by
the prosecutor in Genoa about the safety of two other bridges
operated by ASPI in the region, which were closed overnight. Load
tests carried out by third-party engineers later confirmed the
safety of the bridges, which have now been re-opened to traffic.

Meanwhile, Atlantia announced that its conditions to participate in
a binding offer for the ailing Italian airline Alitalia had not
been met, which appears to have further strained its relationship
with the government.

The ASPI concession's contractual protections could weaken

The concession agreement includes contractual provisions that
protect ASPI against a potential revocation of the concession. A
joint decree by MIT and MEF could revoke the concession but ASPI is
entitled to receive a termination payment from the MIT. This is
calculated as the net present value of future cash flows up to
maturity of the concession (in December 2038), net of (i) ASPI debt
(EUR9.8 billion as of September 2019) and (ii) the cash flows
generated between the announcement of the revocation up to the
transfer of the assets. This amount would then be reduced by a 10%
penalty amount.

A decision by the Italian parliament to cancel Law n. 101/2008,
which ensures the ASPI concession has the same ranking than an
ordinary law, could weaken the concessionaire's protection. In this
event, S&P could lower its ratings on Atlantia and ASPI by one
notch, although it thinks it could result in a dispute with MIT.

This also reflects that under the ASPI concession a termination
payment is due by the MIT even if there is a change in law or
change in regulation. The consequences and timing of such a dispute
are therefore difficult to predict.

To avoid such an event, S&P anticipates that Atlantia could accept
an agreement on the ASPI concession on less favorable conditions
than ASPI currently enjoys. This could result in a one-notch
downgrade if Atlantia's FFO to debt were forecast to fall below
10%.

The potential revocation of the concession poses liquidity risks

If the issuer credit ratings on Atlantia or ASPI fall below 'BBB-',
it could create a liquidity event on about EUR2.1 billion of ASPI
credit facilities under certain conditions. This risk is mitigated
by a waiver that has now been extended to September 2021 and by
EUR3.25 billion revolving credit facilities committed and undrawn
at Atlantia's level.

In addition, if the ASPI concession were to be revoked, it could
create liquidity events on certain ASPI and Atlantia bonds and
credit facilities. In the event of a termination of the concession,
ASPI's debt could be accelerated by creditors and redeemed at par
with accrued interest. An important mitigating factor, however, is
that we understand the put option on ASPI bonds could not be
exercised until a termination payment is duly received by the
concessionaire.

S&P said, "The termination of the ASPI concession does not, we
understand, create an event of default under Atlantia's bonds,
although in our view a liquidity event on ASPI could be extended to
Atlantia in the absence of an adequate termination payment. If the
concession is revoked, it could lead to us lowering our ratings on
Atlantia and ASPI by multiple notches."

S&P has placed the following ratings on CreditWatch with negative
implications:

-- 'BBB-' issue credit rating on the senior unsecured debt under
the EUR10 billion euro medium-term note (EMTN) program (originally
issued by Atlantia but then transferred to ASPI);

-- The 'BBB-' issue credit rating on the EUR7 billion EMTN program
and senior unsecured debt issued by ASPI;

-- The 'BB+' rating on Atlantia's EUR10 billion EMTN program; and

-- The 'A-3' short-term ratings on Atlantia and ASPI.

The ratings on Abertis and its subsidiaries HIT and Sanef

S&P said, "We affirmed our rating on Atlantia's 50.1%-owned
subsidiary Abertis at 'BBB' because we see it as insulated, to a
degree, from its parent Atlantia. This is because the minority
shareholder, ACS/Hochtief (50% minus one share), has veto power on
some strategic reserved matters, such as dividend distributions and
major acquisitions.

"However, we revised to negative from stable our outlook on Abertis
because a multi-notch downgrade of Atlantia could trigger a
negative rating action on its subsidiary, depending on the extent
of the downgrade of Atlantia. We consider Abertis to be a highly
strategic subsidiary for Atlantia. Our ratings on Abertis can be up
to two notches higher than our issuer credit rating on Atlantia.

"We also revised our outlook on HIT and Sanef to negative from
stable, in line with the rating action on Abertis. This is because
we see HIT and its fully owned French toll road operator Sanef as
core subsidiaries of Abertis."

The rating on AdR

S&P said, "We affirmed our ratings on AdR at 'BBB' and we increased
the number of potential notches of difference between our ratings
on Atlantia and AdR to two. This reflects the regulatory oversight
that we believe insulates AdR from Atlantia to a degree, combined
with certain financial covenants that limit the financial leverage
of AdR and therefore protect it at the current rating level.

"Like Abertis, the negative outlook on AdR indicates that we
consider that a multi-notch downgrade on Atlantia could trigger a
negative rating action on AdR, depending on the extent of the
downgrade on Atlantia."

CreditWatch

S&P said, "The CreditWatch placement indicates that we could lower
the ratings on Atlantia and ASPI by one notch following potential
changes in the regulatory or concession framework. Such changes
could lead to increased maintenance costs or lower remuneration on
investments, which could lower Atlantia's FFO-to-debt ratio below
10%. If the Italian parliament decided to remove the ranking of
ordinary law to the ASPI concession, it could also cause us to
lower the rating because it would weaken ASPI's protection. In
particular, it could call into question whether ASPI was entitled
to a termination payment.

"We could also lower the ratings by more than one notch if a
concession termination appears more likely, particularly if the
termination occurred outside the terms of the concession agreement
and without adequate and timely compensation. Such an event could
trigger a liquidity event for Atlantia and ASPI, as certain bonds
and credit facilities might be accelerated.

"An unexpected weakening of Atlantia's liquidity position, without
strong actions to mitigate the effect, could also cause us to lower
the rating by one or multiple notches.

"We could affirm the ratings if Atlantia maintains its adjusted FFO
to debt at or above 10% while retaining the ASPI concession. This
would be supported by the concession's contractual strengths and
the measures ASPI may adopt to mitigate the negative impact of any
agreement with MIT that led to higher maintenance costs or lower
revenues.

"We expect to review the CreditWatch placement as new information
emerges on ASPI's concession agreement and on how it affects
Atlantia's financial metrics, business strengths or liquidity
position."




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

AVIA SOLUTIONS: S&P Assigns 'BB' Long-Term Issuer Credit Rating
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issuer credit rating
to Lithuania-based aviation services provider Avia Solutions Group
PLC (ASG) and it 'BB' issue rating to the group's $300 million
senior unsecured notes.

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

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

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

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

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

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

The aircraft support services segment, which accounts for about 28%
of group EBITDA in our forecast, benefits from low labor costs in
Lithuania and a well-established network predominantly in CEE. It
is an attractive value proposition for low cost airlines that
operate in the region, such as Ryanair, Wizz Air, and AirBaltic,
and has long-standing relationships with these airlines. With a
presence in 16 airports across eight countries, the aircraft
support services segment is relatively small compared with larger
aircraft ground and cargo handlers and fueling providers, such as
Swissport Group S.a.r.l (over 300 airports; B-/Stable/--) and WFS
(about 200 airports; rated B/Stable/-- under Promontoria Holding
264 B.V.). ASG's limited scale is slightly mitigated by the scope
of its one-stop-shop offering, in which it provides spare parts and
crew training. It also has certificates for aircraft types covering
more than 70% of the commercial aviation market in Europe.

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

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

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

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

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

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




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

EURASIAN RESOURCES: S&P Downgrades ICR to 'B-', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Eurasian Resources Group (ERG) to 'B-' from 'B' and affirmed the
'B' short-term rating.

S&P said, "We think ERG will post FFO to debt in the 6%-11% range
in the next two years under the current depressed FeCr market
environment and because of the delays in the benefits from the
Metalkol RTR project.   High carbon FeCr CIF China import currently
trades at a low $0.67 per pound (/lb) for, having fallen from
$0.85/lb in April 2019, and we note that FeCr represented 56% of
ERG's EBITDA in the first six months of 2019. Moreover, there were
also technical difficulties leading to a delay in the ramp-up of
the company's RTR project in the Democratic Republic of Congo (DR
Congo), which should have added volumes of copper and cobalt from
the end of 2018. We understand ERG has started selling the first
volumes of metals from Metalkol RTR, but full ramp-up is not
expected until the first half of 2020. As a result, we anticipate
the company to post weak results for 2019, with EBITDA of about
$1.4 billion-$1.5 billion, negative free operating cash flow (FOCF)
of about $300 million, and FFO to debt of 6%-7%. This view is
underpinned by material underperformance in the first six months of
2019 versus our previous expectations. S&P Global Ratings-adjusted
EBITDA was just $579 million, while FFO of $179 million translated
into revolving 12 months FFO to debt of 4.2% and debt to EBITDA of
6.4x (without netting cash balances).

"ERG is currently reviewing its capex plans to mitigate
underperformance, but we still anticipate spending will be a
challenge for ERG's cash flow.   We see ERG's continued heavy capex
(remaining a comparatively high at $800 million-$900 million in the
next two years) as an example of relatively aggressive strategy
during the challenging pricing environment. This, in combination
with the evident underperformance versus previously presented
financial ambitions, leads us to now view ERG's management and
governance as weak versus fair previously.

"At this stage, we do not see immediate default scenarios in the
next 12 months, nor do we view the capital structure as
unsustainable.   First, we believe the leverage can improve to
normal levels when FeCr price improves from the current
unsustainable level. Second, we see ongoing support to ERG from its
two main lending banks, Sberbank Russia and VTB Bank." However,
should operating performance remain weak, notably if the company
were to generate meaningfully negative free cash flow, the banks
could become more aggressive in their stance on ERG, and more
specific default scenarios might emerge.

The ratings reflect several constraints.  ERG continues to report
high absolute reported debt of $8.4 billion, which it is unable to
reduce meaningfully in the current environment. The company is
highly exposed to volatile commodity prices (notably on FeCr,
aluminum, and iron ore), and exchange rates of the Kazakhstani
tenge to major hard currencies. Other constraints include the
capital intensity of ERG's business and project risks related to
its sizable investment plan. S&P said, "Furthermore, the group
faces high country risks because most of its assets are in
Kazakhstan and also is exposed to what we see as very high country
risks in DR Congo, where ERG has been investing in the reprocessing
of copper and cobalt tailings at its Metalkol RTR site. We note the
high regulatory and country risks in DR Congo have already
translated into delays and higher costs for ERG since the adoption
of the new Mining Code in 2018."

An unknown is the U.K.'s Serious Fraud Office's criminal
investigation, started in 2013, into Eurasia Natural Resources
Corporation, now fully owned by ERG.  The investigation also weighs
on the company's profile, although no official charges have been
placed, and potential financial consequences are hard to estimate.
S&P will continue monitoring developments in order to assess the
investigation's potential impact on ERG's credit quality.

A low cost position, strong profitability, and growth from RTR's
eventual ramp-up support ERG's business risk profile.  The mining
operations enjoy a low cost position, especially in FeCr, where the
group has a sizable global market share of 13%. Moreover, the
group's profitability throughout the cycle remains high and
resilient, with growth potential after 2019, when the ongoing RTR
project will start to contribute to earnings and cash flows.

S&P said, "We currently assess the likelihood of ERG receiving
timely and sufficient extraordinary state support as low, since we
believe the government is more interested in ERG's continued
operations rather than the timeliness of its debt repayments.   We
base our view on our observations over 2015-2016 when ERG faced
sizable liquidity shortfalls and covenant breaches without
extraordinary government support (such as capital injections). We
continue to factor continual state support into our ratings on ERG,
however, since we have seen various examples of tangible ongoing
support from Kazakhstan to ERG. We think these actions were
motivated by ERG's role as a large mining company in the country
and a relatively big employer (with a numerous workforce in remote
regions). That said, we think this may also prompt the government
to facilitate the company undertaking further investments into
social infrastructure projects."

The outlook is negative because S&P sees the probability ERG's
capital structure might become unsustainable in the next 12 months,
and specific default scenarios might emerge. S&P thinks that might
particularly be the case if:

-- There is a prolonged period of pressured commodities prices
(notably, FeCr) leading to ERG underperforming under our current
base-case scenario (i.e., generating EBITDA below $1.4 billion-$1.5
billion in 2019 and $1.7 billion-$1.8 billion in 2020);

-- Continued heavy capex translates into negative FOCF generation
next year; or

-- The company faces a liquidity shortfall if the banks change
their stance on the company.

S&P might revise the outlook to stable outlook if ERG demonstrates
improved cash flow generation, stemming, for instance, from more
supportive market conditions, with a clear trajectory of FFO to
debt toward 10%-12% and debt to EBITDA below 5.0x.




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

DRYDEN 35 EURO 2014: Moody's Rates EUR12.8MM Cl. F-R Notes (P)B3
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Dryden 35 Euro CLO 2014 B.V.:

EUR3,000,000 Class X Senior Secured Floating Rate Notes due 2033,
Assigned (P)Aaa (sf)

EUR261,400,000 Class A-R Senior Secured Floating Rate Notes due
2033, Assigned (P)Aaa (sf)

EUR22,100,000 Class B-1A-R Senior Secured Floating Rate Notes due
2033, Assigned (P)Aa2 (sf)

EUR20,000,000 Class B-1B-R Senior Secured Fixed Rate Notes due
2033, Assigned (P)Aa2 (sf)

EUR15,100,000 Class C-1A-R Mezzanine Secured Deferrable Floating
Rate Notes due 2033, Assigned (P)A2 (sf)

EUR10,000,000 Class C-1B-R Mezzanine Secured Deferrable Fixed Rate
Notes due 2033, Assigned (P)A2 (sf)

EUR28,100,000 Class D-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)Baa3 (sf)

EUR24,700,000 Class E-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)Ba3 (sf)

EUR12,800,000 Class F-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1A-R Notes,
Class A-1B-R Notes, Class B-1A-R Notes, Class B-1B-R Notes, Class
C-R Notes, Class D-R Notes, Class E Notes and Class F Notes due
2027. The Class E Notes and Class F Notes were previously issued on
March 31, 2015 while the other notes were issued on May 16, 2017.
On the refinancing date, the Issuer will use the proceeds from the
issuance of the refinancing notes to redeem in full the Original
Notes and to purchase assets.

On the Original Closing Date, the Issuer also issued EUR 47.3
million of subordinated notes, which will remain outstanding. The
terms and conditions of these notes will be amended in accordance
with the refinancing notes' conditions.

Interest amounts due to the Class X Notes are paid pro rata with
payments to the Class A-R Notes. The principal amortisation due to
the Class X Notes is paid after the interest on the Class X Notes
and Class A-R Notes. The Class X Notes amortise by EUR 375,000 over
eight payment dates, starting on the second payment date.

As part of this reset, the Issuer will set the reinvestment period
to 4.5 years and the weighted average life to 8.5 years. The Issuer
will also amend certain definitions and features in the transaction
documents. In addition, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds. The underlying portfolio is expected to be approximately
[80]% ramped as of the closing date.

PGIM Limited will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four and half-year reinvestment
period. Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations and
credit improved obligations as well as (i) scheduled principal
proceeds and (ii) discretionary sales committed by the issuer prior
to the end of the reinvestment period that are both received during
the due period corresponding to the first payment date following
the end of the reinvestment period.

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

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 425,000,000

Diversity Score: 54

Weighted Average Rating Factor (WARF): 2979

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 4.95%

Weighted Average Recovery Rate (WARR):41.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC below Aa3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC of Baa1 or below.

DRYDEN 35 EURO 2014: S&P Affirms 'B- (sf)' Rating on Class F Notes
------------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on all classes of
notes in Dryden 35 Euro CLO 2014 B.V.

S&P said, "Upon the publication of our updated global corporate CLO
criteria, we placed those ratings that could be affected under
criteria observation. Following our review, our ratings on all
classes of notes in this transaction are no longer under criteria
observation.

"The affirmations follow the application of our global corporate
CLO criteria, our credit and cash flow analysis of the transaction
based on the trustee report as of September 2019, and the upcoming
reset in January 2020.

"Our ratings address timely payment of interest and ultimate
payment of principal on the class A-1A-R and A-1B-R notes
(collectively, the class A notes), as well as the class B-1A-R,
B-1B-R notes (collectively, the class B notes), and the ultimate
payment of interest and principal on the class C-R, D-R, E, and F
notes.

"The transaction has entered into its amortizing phase, following
the end of the reinvestment period in April this year. As a result,
our credit and cash flow analysis now indicate that the class B,
C-R, D-R, and E notes can withstand higher stresses than those we
apply at the currently assigned ratings. However, as Dryden 35 CLO
is expected to reset these classes of notes on Jan. 31, 2020, by
issuing refinanced notes, we have affirmed our ratings on the class
B, C-R, D-R, and E notes.

"Our credit and cash flow analysis shows that the current credit
enhancement for the class A notes is commensurate with their
current ratings. We have therefore affirmed our ratings on these
classes of notes."

For the class F notes, S&P's credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses that are commensurate with a 'CCC+' rating. However, S&P
has considered several key factors in assessing the current ratings
on these classes of notes including:

-- Credit enhancement comparison: The available credit enhancement
for this class of notes is in the same range as other CLOs that S&P
rates, and that have recently been issued in Europe.

-- Portfolio characteristics: Following S&P's credit analysis, it
concluded that there were no anomalies in the portfolio. At the
same time, the portfolio's average credit quality is similar
compared to other recent CLOs.

-- S&P's model generated portfolio default risk at the 'B-' rating
level of 23.29% versus 12.40% if it was to consider a long-term
sustainable default rate of 3.10% for four years, which would
result in a target default rate of 12.4%.

-- The upcoming reset in January where the class F notes will be
fully paid repaid.

S&P said, "For us to assign a rating in the 'CCC' category, we also
assessed (i) whether the tranche is vulnerable to non-payments in
the near future; (ii) if there is a one in two chances for this
class of notes to default; and (iii) if we envision this tranche to
default in the next 12-18 months.

"Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with the
currently assigned rating. We have therefore affirmed our 'B- (sf)'
rating on the class F notes.

"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria."

Dryden 35 Euro CLO 2014 is a cash flow CLO transaction that
securitizes loans granted to primarily speculative-grade corporate
firms. The transaction is managed by PGIM Ltd.


DRYDEN 35 EURO 2014: S&P Assigns Prelim B- Rating on Cl. F-R Notes
------------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Dryden 35 Euro CLO 2014 B.V.'s class X, A-R, B-1A-R, B-1B-R,
C-1A-R, C-1B-R, D-R, E-R, and F-R notes. The unrated subordinated
notes will not be re-issued as a part of this reset.

The transaction is a reset of an existing transaction, which closed
in March 2015.

The proceeds from the issuance of rated notes will be used to
redeem the existing rated notes. In addition to the redemption of
the existing notes, the issuer will use the remaining funds to
purchase additional collateral and to cover fees and expenses
incurred in connection with the reset. The portfolio's reinvestment
period will end approximately 4.5 years after the reset 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.

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

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

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

Following this, the notes will permanently switch to semiannual
payment. S&P notes that interest proceeds from semi-annual
obligations will not be trapped in the smoothing account for so
long as any of the following apply:

-- The aggregate principal amount of semiannual obligations is
less or equal to 5%, or

-- The aggregate principal amount of semiannual obligations is
less or equal to 15% (excluding any payments from semiannual
obligations), and the class F-R interest coverage ratio is equal to
or exceeds 120% (excluding any payments from semiannual
obligations).

  Portfolio Benchmarks
                                                 Current
  S&P weighted-average rating factor                2798
  Default rate dispersion                            534
  Weighted-average life (years)                     4.83
  Obligor diversity measure                       114.68
  Industry diversity measure                       18.54
  Regional diversity measure                        1.51

  Transaction Key Features
                                                 Current
  Total par amount (mil. EUR)                        425
  Defaulted assets (mil. EUR)                          0
  Number of performing obligors                      147
  Covenanted 'AAA' weighted-average
    recovery spread (%)                             35.5

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

"In our cash flow analysis, we used the EUR425 million target par
amount, the covenanted weighted-average spread (3.75%), the
covenanted weighted-average coupon (4.95%), and the covenanted
weighted-average recovery rates at the 'AAA' rating level and for
all other rating levels, the actual recoveries. As the portfolio is
being ramped, we have considered the portfolio's indicative spreads
and recovery rates.

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

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

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

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

"Our cash flow analysis also considers scenarios where the
underlying pool comprises 92.5% of floating-rate assets (i.e., the
fixed-rate bucket is 7.5%) and where the fixed-rate bucket is fully
utilized (in this case, 20%). In our view, the portfolio is
granular in nature, and well-diversified across obligors,
industries, and asset characteristics when compared to other CLO
transactions we have rated recently. As such, we have not applied
any additional scenario and sensitivity analysis when assigning
preliminary ratings to any classes of notes in this transaction.

"Following our analysis of the reset notes, we believe our
preliminary ratings are commensurate with the available credit
enhancement for the class X, A-R, B-1A-R, B-1B-R, C-1A-R, C-1B-R,
D-R, and E-R reset notes. Our credit and cash flow analysis also
indicates that the available credit enhancement for the class
B-1A-R, B-1B-R, C-1A-R, C-1B-R, D-R, and E-R notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned preliminary ratings on the
notes.

"For the class A and F-R notes, our credit and cash flow analysis
indicates that the available credit enhancement is commensurate
with the assigned preliminary ratings."

  Ratings List
  Class     Prelim. Rating   Prelim.    Sub (%)  Interest*
                             Amount                 
                            (mil. EUR)
  X         AAA (sf)         3.00       N/A     Three/six-month
                                                EURIBOR plus 0.48%
  A-R       AAA (sf)       261.40       38.49   Three/six-month
                                                EURIBOR plus 0.98%
  B-1A-R    AA (sf)         22.10       28.59   Three/six-month
                                                EURIBOR plus 1.90%
  B-1B-R    AA (sf)         20.00       28.59   2.10%
  C-1A-R    A (sf)          15.10       22.68   Three/six-month
                                                EURIBOR plus 2.60%
  C-1B-R    A (sf)          10.00       22.68   3.00%
  D-R       BBB- (sf)       28.10       16.07   Three/six-month
                                                EURIBOR plus 4.20%
  E-R       BB- (sf)        24.70       10.26   Three/six-month
                                                EURIBOR plus 6.33%
  F-R       B- (sf)         12.80       7.25    Three/six-month
                                                EURIBOR plus 8.75%
  Sub notes   NR            47.30       N/A     N/A

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


EURIBOR--Euro Interbank Offered Rate.

NR--Not rated.

N/A--Not applicable.




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

RAVNAQ-BANK: S&P Affirms 'B-/B' ICRs, Outlook Stable
----------------------------------------------------
S&P Global Ratings said that it affirmed its 'B-/B' long- and
short-term issuer credit ratings on Uzbekistan-based Ravnaq-bank.
The outlook is stable.

Ravnaq-bank reduced lending growth significantly to about 24% in
the first 10 months of 2019, from 87% a year earlier. S&P expects
the bank to maintain future growth at about these levels. This
growth slowdown coupled with an equity injection of Uzbek sum (UZS)
77 billion (about $8 million) in late 2018 led to stronger
projected capitalization than it envisaged previously. S&P
currently expects the bank's capitalization will remain strong,
with its risk-adjusted capital (RAC) ratio at 11%-13% in the next
12-18 months. For this forecast, S&P assumes:

-- Lending growth of 25% per annum in 2020-2021.

-- No changes in the loan book's composition, with 70% corporate
and 30% retail.

-- A net interest margin of around 10% in 2019, lowering to 9% by
end-2021, since we anticipate intensifying competition in the
sector.

-- A rise in credit losses to 1.7%-1.8% in 2019-2021, mostly
reflecting the potential for deterioration of the unseasoned retail
portfolio.

-- Capital growth of UZS10 billion annually via retained profits,
the amount exceeding this sum to be distributed as dividends.

-- Return on equity of around 9.5% in 2019 and 9.5%-10% in
2020-2021, mostly supported by increasing net interest income.

The sizable capital injection also enabled the bank to meet the
regulatory minimum requirement for authorized capital of UZS100
billion, effective Jan. 1, 2019. As of that date, Ravnaq-bank's
reported share capital totalled exactly that amount. As a result,
the bank's common equity nearly tripled, and S&P's RAC ratio before
concentration adjustments peaked at 17.4% at end-2018 versus 6.7% a
year earlier.

That said, despite the notable capital increase, Ravnaq-bank is
still smaller than peers. Its credit standing still faces risks in
S&P's view: capital sustainability is weak, earnings capacity
remains limited, and performance has historically been volatile.
Besides this, S&P takes into account the bank's relatively
aggressive liquidity management compared with its closest peers'.

S&P said, "Despite the bank's moderation of growth we still regard
accelerated loan portfolio growth from a low base in the recent
past as the key source of credit risk. This is underlined by an
increase in problem loans in 2019, mainly related to large
corporate borrowers. We believe the risk of asset quality
volatility will persist in the medium term, considering the bank's
still developing risk management practices and increase in retail
loans.

"We observe that Ravnaq-bank's funding and liquidity management has
become somewhat more aggressive over the past 18 months, and this
constrains our ratings. The bank plans to reduce the share of term
deposits to about 40% of liabilities over the next two years from
64% as of Nov. 1, 2019, and substitute them with current accounts
as part of its strategy to reduce funding costs.

"In our view, Ravnaq-bank's current liquidity buffers are
sufficient to service its needs. We estimate that broad liquid
assets covered short-term wholesale funding by about 3x as of Nov.
1, 2019. We note, however, that the bank's liquidity buffers and
metrics exhibit some volatility during times of large deposit in-
and outflows.

"The stable outlook reflects our view that Ravnaq-bank's increased
capital buffers and the owners' commitment to support the bank if
necessary, mitigate risks related to the bank's relatively
aggressive liquidity policy, concentrated deposit base, and
business expansion in the challenging operating environment over
the next 12-18 months.

"We could consider a negative rating action over the next 12-18
months if we see further deterioration of the bank's funding and
liquidity profile, leading to our view that Ravnaq is vulnerable
and dependent upon favorable business, financial, and economic
conditions to meet its financial commitments. Significant asset
quality deterioration could also result in a negative rating
action.

"An upgrade is remote in our view, and would hinge upon a visible
improvement of the sustainability of the current business model and
strengthening of the bank's funding and liquidity profiles. In
addition, the bank would need to provide more transparent
disclosure of asset quality in line with International Financial
Reporting Standard No. 9."




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

GAT ICO-FTVPO 1: Moody's Affirms EUR1.4MM Cl. D(CT) Notes at Caa3
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of Class C(CP) in GAT
ICO-FTVPO 1, FTH.

The upgrade 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.

Moody's affirmed the ratings of 12 Notes that had sufficient credit
enhancement to maintain the current ratings on the affected Notes.

EUR331.6M Class A(G) Notes, Affirmed Aa1 (sf); previously on Feb
11, 2019 Affirmed Aa1 (sf)

EUR9.8M Class B(CA) Notes, Affirmed Aa1 (sf); previously on Feb 11,
2019 Affirmed Aa1 (sf)

EUR3.3M Class B (CM) Notes, Affirmed Aa1 (sf); previously on Feb
11, 2019 Affirmed Aa1 (sf)

EUR2.7M Class B(CP) Notes, Affirmed Aa1 (sf); previously on Feb 11,
2019 Affirmed Aa1 (sf)

EUR2M Class B(CT) Notes, Affirmed Aa1 (sf); previously on Feb 11,
2019 Affirmed Aa1 (sf)

EUR3.2M Class C(CA) Notes, Affirmed A3 (sf); previously on Feb 11,
2019 Affirmed A3 (sf)

EUR2.3M Class C(CM) Notes, Affirmed A1 (sf); previously on Feb 11,
2019 Upgraded to A1 (sf)

EUR1.5M Class C(CP) Notes, Upgraded to A2 (sf); previously on Feb
11, 2019 Downgraded to Baa1 (sf)

EUR1.5M Class C(CT) Notes, Affirmed Aa1 (sf); previously on Feb 11,
2019 Upgraded to Aa1 (sf)

EUR6.1M Class D(CA) Notes, Affirmed Caa3 (sf); previously on Feb
11, 2019 Affirmed Caa3 (sf)

EUR2.5M Class D(CM) Notes, Affirmed Caa3 (sf); previously on Feb
11, 2019 Affirmed Caa3 (sf)

EUR1.6M Class D(CP) Notes, Affirmed Caa3 (sf); previously on Feb
11, 2019 Affirmed Caa3 (sf)

EUR1.4M Class D(CT) Notes, Affirmed Caa3 (sf); previously on Feb
11, 2019 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The rating action reflects the increase in credit enhancement for
Class C(CP) due to significant replenishment of the reserve fund
driven by, amongst others, unexpected receipt of recoveries from
previously defaulted collateral.

The reserve fund balance for Caixa Penedes (CP) Notes has increased
to EUR 0.8 million as of September 2019 from EUR 0.5 million since
the last rating action in February 2019. Deleveraging and reserve
fund replenishment has led to the increase in the credit
enhancement available for the Class C(CP) to 11.9% from 6.3% as of
the last rating action, given the relatively low size of the
outstanding sub-portfolio. This computation of the credit
enhancement refers to the relevant sub-portfolio only.

The transaction has benefited from unexpected receipt of recoveries
from previously defaulted collateral in addition to standard
recoveries. For example, the transaction reported EUR 0.5 million
of additional available funds on a combined basis as of June 2019.

The reserve funds for Caixa Catalunya (CA) and Caixa Penedes (CP)
are already at floor levels. However, the corresponding reserve
fund for Caixa Manresa (CM) and Caixa Terrassa (CT) are currently
non amortising. According to one of the performance triggers, the
reserve fund related to each originator cannot amortise if the
outstanding balance (net of recoveries) of the defaulted loans in
the specific sub-portfolio is higher than 1.00% of the outstanding
balance of the non-defaulted loans. This ratio is currently 1.12%
for CM and 1.30% for CT. If the ratio goes below 1.00%, the reserve
funds would amortise to the floor level, meaning an amortisation
from EUR 1.92 million to EUR 1.25 million in the case of CM, and
from EUR 1.39 million to EUR 0.7 million in the case of CT.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the global portfolio in this transaction reflecting
the collateral performances for each sub-portfolio to date. The
expected loss assumption as a percentage of original pool balance
was increased to 1.30% from 1.23%. The pool factor as of October
2019 is 20.7% for the combined portfolio.

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;
(3) an increase in available credit enhancement; and (4)
improvements in the credit quality of the transaction
counterparties.

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.

PRONOVIAS: S&P Cuts Rating to 'B-' on Weak 2019 Performance
-----------------------------------------------------------
S&P Global Ratings lowered its rating on Pronovias to 'B-' from
'B'.

S&P said, "Pronovias' core metrics in 2019 are expected to
deteriorate below our expectations for the 'B' rating. Year-to-date
October 2019 results at Pronovias Group were weaker compared with
our previous assumptions, which led us to revise our forecasts for
the full year. We now anticipate Pronovias will post
higher-than-expected leverage with pro forma S&P Global
Ratings-adjusted debt to EBITDA at about 10.0x (including the full
impact of the Ladybird acquisition completed in July 2019) compared
with our previous expectation in the range of 7.0x-7.5x." At the
same time, S&P Global Ratings-adjusted EBITDA interest coverage is
projected to be slightly below 2.0x and FOCF to be negative.

Weaker than expected collection in the bridal segment had an impact
on top line in 2019. The key reason behind the sluggish performance
is Pronovias' weaker-than-expected Cruise collection, launched in
January 2019 in the bridal segment, which represents the group's
core business. It led to a shortfall of revenue, mainly from the
wholesale channel being hit by a lower level of re-orders over
2019. We estimate this will contribute to a 10%-15% organic sales
decline in 2019.

Management initiatives implemented since mid-2018 to improve
operating performance will take longer than expected to deliver the
results, which S&P now assumes will be more evident starting in
2020. In 2019, the owned retail network expansion in U.S. is more
pronounced than expected. However, this will largely support
performance from 2020 as four new stores in key cities (Los
Angeles, Boston, Austin, and Philadelphia) have recently been
opened. S&P expects revenue growth of 3.0%-3.5% on a reported basis
for full-year 2019, mainly driven by full consolidation of Nicole,
acquired in July 2018, leading to high growth in Italy, as well as
partial contribution from the Ladybird acquisition completed in
July 2019. Since its appointment in 2018, the new management team
has strengthened Pronovias' retail management and implemented
several initiatives to improve traffic in both the wholesale and
retail channels. These include marketing activities as well as new
commercial model focusing on sell-outs and reorders.

S&P said, "In our opinion, the revised organizational structure,
the retail network expansion, and the recent acquisitions will
weigh on the group's profitability. For full-year 2019, we
anticipate the S&P Global Ratings adjusted EBITDA margin for
Pronovias will contract roughly by 200 basis points to about 23%.
This is mainly linked to the higher staff costs and sales
commissions in the newly acquired entities, Nicole and Ladybird. At
the same time, we expect higher costs associated to the revised
design organization with different designers for each brand, led by
a new artistic director. While weighing on the group's
profitability, the change improves the diversity in the design team
and reduces the reliance on one single designer/artistic director
in charge of all the collections, which was formerly the case.
Other costs associated with the acquisitions and set-up of new
stores in Shanghai and the U.S. contributed to our lower adjusted
EBITDA margin estimate."

FOCF is expected to be negative in 2019. The shortfall in revenue
and EBITDA will contribute to S&P's estimate of negative FOCF for
2019 of about EUR15 million after lease payments. This is also
linked to the strong investments in new shops in the U.S. and
China. By the end of 2019 the group will complete its expansion in
the U.S., with seven new stores having opened in the full year. S&P
understands that ramp-up of the new stores could take up to 12
months, and as a result, the contribution to top line and EBITDA
will be limited in 2019.

International expansion is key to countering sluggish growth in the
mature European bridal wear market. Pronovias is mainly present in
the mature European market, where Italy and Spain accounted for 25%
and 20% of total sales year to date October 2019. S&P said,
"However, we understand that the company is prioritizing
international expansion, seen in its retail network expansion
strategy focusing on fast-growing markets, such as China, with a
new store opening in Shanghai in 2019. In the U.S., Pronovias has
limited presence and a relatively low market share, which allows
for positive growth opportunities. The company accelerated its
investment plan and opened seven additional stores in the U.S. in
2019. We expect the increasing store presence in these countries to
support gradual expansion in the wholesale channel. The recent
acquisitions of Nicole and Ladybird are expected to reinforce
Pronovias' positions in Italy and in the Nordics, respectively,
while improving brand diversity and product offering. We expect
Pronovias to support international expansion for the new acquired
brands leveraging its established relationship with wholesale
partners. The company reports solid growth outside Italy by Nicole
in this first year of consolidation."

S&P said, "We expect gradual improvement in operating performance
starting from 2020. From 2020, we expect the operating performance
will gradually improve with the benefits of new stores opened over
2019 and thanks to positive consumer reaction to the new collection
launched by the new artistic director. Additionally, the retail
excellence program implemented last year has been showing positive
results in the past few months, with stabilization of traffic in
the stores and an improving conversion rate. However, we are also
cautious on the evolution of the performance in 2020 because we
expect relatively weak macroeconomic conditions in Spain, Italy,
the U.S., and the U.K., which could translate into falling marriage
rates. In this context, product innovation, brand image, and
premiumization are key factors to success. Pronovias is
strengthening its global digital footprint by focusing on
international digital celebrities and influencers and developing
exclusive collections.

"The stable outlook reflects our view that Pronovias' performance
will gradually improve starting from 2020, thanks to the
contribution of new store openings in the U.S. and China and the
positive reaction to the collection launched by the new artistic
director. We expect S&P Global Ratings-adjusted debt to EBITDA to
improve in the next 12 months, approaching 8.5x from 10.0x-10.5x in
2019, and S&P Global Ratings-adjusted EBITDA interest coverage at
about 2.0x. We also expect Pronovias will generate neutral to
slightly positive FOCF after lease payments, which will in turn
support an adequate level of liquidity.

"We could take a negative rating action in the next 12 months if we
observe continuing deterioration of performance driven by weak
wholesale channel or lower-than-expected growth from the owned
retail network translating into declining profitability. Under this
scenario, we expect S&P Global Ratings-adjusted debt to EBITDA to
remain above 10.0x on a permanent basis in 2020, S&P Global
Ratings-adjusted EBITDA interest coverage below 2.0x, and negative
FOCF after lease payments. Under this scenario, we could observe
deterioration in the group's liquidity position and in its ability
to comply with its financial covenant, indicating the
unsustainability of the company's financial commitments.

"We could raise the rating if we observed a significant improvement
in profitability translating into S&P Global Ratings-adjusted debt
to EBITDA moving sustainably below 7.0x and S&P Global
Ratings-adjusted EBITDA interest coverage well above 2.0x. Under
this scenario we would expect healthy positive FOCF generation.
This could stem from successful results from the recent retail
expansion, as well as better-than-anticipated results from new
collections, the latter of which would strengthen results in
Pronovias' wholesale channel."


PYMES SANTANDER 15: Moody's Rates EUR150MM Serie C Notes Ca (sf)
----------------------------------------------------------------
Moody's Investors Service assigned the following definitive ratings
to the debts issued by FONDO DE TITULIZACION PYMES SANTANDER 15:

EUR2400M Serie A Notes due April 2051, Definitive Rating Assigned
A2 (sf)

EUR600M Serie B Notes due April 2051, Definitive Rating Assigned
Caa3 (sf)

EUR150M Serie C Notes due April 2051, Definitive Rating Assigned Ca
(sf)

The transaction is a 2-year revolving cash securitisation of
standard loans and credit lines granted by Banco Santander S.A.
(Spain) (Long Term Deposit Rating: A2 Not on Watch /Short Term
Deposit Rating: P-1 Not on Watch) mainly to small and medium-sized
enterprises and self-employed individuals, as well as corporates,
located in Spain.

RATINGS RATIONALE

The ratings of the Notes are primarily based on the analysis of the
credit quality of the underlying portfolio, the structural
integrity of the transaction, the roles of external counterparties
and the protection provided by credit enhancement.

In Moody's view, the strong credit positive features of this deal
include, among others:

(i) a relatively short weighted average life of around 2 years
(which can increase to 3.5 years during the revolving period);

(ii) a granular pool: the effective number of obligors is 1,499;

(iii) a geographically well-diversified portfolio;

(iv) Stop replenishment triggers

(v) 20% subordination and a reserve fund of 5% supporting the
Series A notes; and

(vi) refinanced and restructured assets have been excluded from the
pool.

However, the transaction has several challenging features:

(i) the 2-year revolving period during which the issuer can
purchase additional assets can increase the volatility of the
portfolio performance;

(ii) the revolving criteria are relatively broad, in particular
they can allow for an increase in the sector concentration;

(iii) no interest rate hedge mechanism is in place while almost 45%
of the portfolio balance (which can increase to 55% during the
revolving period) comprises fixed rate assets and the notes pay a
floating rate coupon;

(iv) a complex mechanism that allows the Issuer to compensate daily
the increase on the disposed amount of certain credit lines with
the decrease of the disposed amount from other lines, and/or the
amortisation of the standard loans; and

(v) a strong linkage to Santander related to its originator,
servicer, accounts holder and liquidity line provider roles.

Key collateral assumptions:

Mean default rate: Moody's assumed a mean default rate of 6.1% over
a weighted average life of 2.0 years (equivalent to a Ba3 proxy
rating as per Moody's Idealized Default Rates). This assumption is
based on: (i) the available historical vintage data; (ii) the
performance of the previous transactions originated by Santander;
and (iii) the characteristics of the loan-by-loan portfolio
information. Moody's took also into account the current economic
environment and its potential impact on the portfolio's future
performance, as well as industry outlooks or past observed
cyclicality of sector-specific delinquency and default rates. In
addition, given the portfolio replenishment criteria which
introduce large volatility in the portfolio composition in
particular with regards to industry concentration and portfolio
weighted average life, Moody's stressed the mean default rate for
the replenished portfolios by increasing it to 13.8% which
corresponds to a B1/B2 over a weighted average life of 3.5 years.

Default rate volatility: Moody's assumed a coefficient of variation
(i.e. the ratio of standard deviation over the mean default rate
explained) of 59.4%, as a result of the analysis of the portfolio
concentrations in terms of single obligors and industry sectors.

Recovery rate: Moody's assumed a stochastic recovery rate with a
35% mean, primarily based on the characteristics of the
collateral-specific loan-by-loan portfolio information and the
portfolio replenishment criteria, complemented by the available
historical data.

Portfolio credit enhancement: the aforementioned assumptions
correspond to a portfolio credit enhancement of 23% for the initial
portfolio and around 40% for the replenished portfolio considering
the high volatility introduced through the flexibility offered by
the replenishment criteria.

As of November 2019, the audited provisional asset pool of
underlying assets was composed of a portfolio of 32,102 contracts
amounting to EUR 3,676 million. In terms of outstanding amounts,
around 70.3% corresponds to standard loans and 29.7% to credit
lines. The top industry sector in the pool, in terms of Moody's
industry classification, is Beverage, Food & Tobacco (23.1%). The
top borrower group represents 0.46% of the portfolio and the
effective number of obligors is 1,499. The assets were originated
mainly between 2014 and 2019 and have a weighted average seasoning
of 2.67 years and a weighted average remaining term of 3.99 years.
The interest rate is fixed for 44.8% of the pool while the
remaining part of the pool bears a floating interest rate.
Geographically, the pool is concentrated mostly in the regions of
Catalonia (17.6%) and Madrid (15.8%). At closing, any loans in
arrears more than 30 days will be excluded from the final pool.

Around 17.6% of the portfolio is secured by first-lien mortgages
over different types of properties.

Key transaction structure features:

Reserve fund: The transaction benefits from a EUR 150 million
reserve fund, fully funded at closing with the proceeds of Serie C
notes (which is not collateralised by the asset portfolio),
equivalent to 5% of the balance of the Series A and Series B Notes
at closing. The reserve fund provides both credit and liquidity
protection to the Notes.

Counterparty risk analysis:

Santander will act as servicer of the assets for the Issuer, while
Santander de Titulizacion, S.G.F.T., S.A. (not rated) will be the
management company (Gestora) of the transaction.

All of the payments under the assets in the securitised pool are
paid into the collection account at Santander. There is a sweep of
the funds held in the collection account into the Issuer accounts
every two days. The Issuer accounts are held at Santander with a
transfer requirement if the ratings of the account bank falls below
Baa3 or P-3.

Principal Methodology:

The principal methodology used in these ratings was 'Moody's Global
Approach to Rating SME Balance Sheet Securitizations' published in
July 2019.

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

The Notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and Spain's
country risk could also impact the Notes' ratings.



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

FERREXPO PLC: Moody's Affirms B3 CFR, Alters Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Ferrexpo
plc to positive from stable. At the same time Moody's affirmed
Ferrexpo's corporate family rating at B3 and its probability of
default rating at B3-PD.

The rating action follows Moody's change of outlook on Ukraine's
ratings to positive from stable and affirmation of its long-term
issuer and senior unsecured ratings at Caa1. Ukraine's long-term
foreign currency bond and deposit ceilings remain unchanged at B3
and Caa2 respectively.

RATINGS RATIONALE

The key drivers for the change in Ukraine's outlook to positive
are: (1) the rebuilding of Ukraine's foreign exchange reserves,
which is reducing external vulnerability in the context of large
external repayments; and (2) the improvement of Ukraine's
macroeconomic stability and the prospect for renewed reform
momentum, which is strengthening the country's economic
resilience.

Ferrexpo's business profile and financial metrics are strong for a
B3 rating. However, its ratings remain constrained by Ukraine's B3
foreign-currency bond country ceiling and Caa1 government bond
rating, which reflects its exposure to the political, legal, fiscal
and regulatory environment of Ukraine, where all of its processing
and mining assets are located.

Despite its inherent exposure to the price volatility of iron ore
and commodity cycle as well as some geographic and customer
earnings concentration, Ferrexpo's business profile is underpinned
by its competitive cost position, improving sales mix and strong
relationships with blue chip clients.

Following the material deleveraging achieved in the past three
years thanks to sustained positive free cash flow (FCF) generation,
Ferrexpo exhibits low leverage and strong financial metrics for a
B3 rating. In 2019, Moody's expect Ferrexpo to report EBITDA of
around $560 million and adjusted total debt to EBITDA close to 0.8x
at year end. Looking ahead, assuming an iron ore 62% fines price of
$75/tonne, pellet premiums of $35/ tonne, capex of around $140
million and dividends of $120 million, Ferrexpo should generate FCF
of around $70 million in 2020, with adjusted gross leverage close
to 1.0x at year-end.

ESG CONSIDERATIONS

While Moody's views the global mining industry as having elevated
emerging environmental risk, environmental considerations are not a
material factor in this rating action.

In the past year, Ferrexpo has been facing some corporate
governance challenges. In Moody's view, whilst these developments
do not have an immediate adverse effect on Ferrexpo's rating, they
act as a constraint on the rating.

In August 2019, an independent review concluded that none of
Ferrexpo's directors, management or employees have had any
involvement in any possible misappropriation of funds donated in
the past to the Blooming Land trust (a charity in charge of
co-ordinating the group's national CSR programme in Ukraine). It
also re-affirmed that Blooming Land was not a related party of the
group, its 50.3% controlling shareholder Kostyantin Zhevago, or its
executive management.

However, Moody's notes that the independent review committee (IRC)
acknowledged that it had not been possible to explain a number of
discrepancies outlined in the 2018 annual report relating to
Blooming Land and its use of funds donated by Ferrexpo and
indications therefore remained that some of the funds could have
been misappropriated. The IRC stated in its report that the Board
was considering further steps in this regard.

More recently, Kostyantin Zhevago strongly rebutted media reports
alleging that he has received a notice of suspicion regarding an
investigation in Ukraine relating to Bank Finance and Credit JSC
(Bank F&C) he owned prior to its collapse in December 2015. While
Kostyantin Zhevago strongly denied receiving such notice and any
allegations of wrongdoing, he decided to step aside temporarily
from his position of CEO in order to avoid any possible distraction
to Ferrexpo. He has been replaced by Chris Mawe, who has been with
Ferrexpo for 11 years lately as CFO.

LIQUIDITY

Ferrexpo's liquidity is adequate. In addition to projected cash
balances of around $100 million at year-end 2019, Moody's expects
the group to generate positive FCF under a range of iron ore price
and pellet premium assumptions, which should enable it to meet the
twelve equal quarterly amortisations of the 2017 Pre-Export Finance
(PXF) credit facility starting February 2020.

RATING OUTLOOK

The positive outlook on Ferrexpo's rating is in line with the
positive outlook on Ukraine's sovereign rating. It also reflects
its expectation that (i) the company will sustain a robust
operating and financial performance; and (ii) maintain an adequate
liquidity profile and good access to debt markets despite recent
corporate governance challenges.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could upgrade the ratings of Ferrexpo if either Ukraine's
sovereign rating or foreign-currency bond country ceiling was
upgraded, assuming Ferrexpo does not suffer any material
deterioration in its operating and financial performance, and
maintains a solid liquidity profile.

Moody's could downgrade the ratings of Ferrexpo if it were to
downgrade Ukraine's sovereign rating and/or lower the
foreign-currency bond country ceiling, or the companies' operating
and financial performance, market position or liquidity were to
deteriorate materially.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Mining
published in September 2018.

Ferrexpo plc, headquartered in Switzerland and incorporated in the
UK, is a mid-sized iron ore pellet producer with mining and
processing assets located in Ukraine. The group has total Joint Ore
Reserves Committee Code classified resources of 6.5 billion tonnes,
around 1.3 billion tonnes of which are proved and probable
reserves. In 2018, the group achieved a pellet production of 10.6
million tonnes and generated revenues of $1.3 billion. Ferrexpo is
listed on the London Stock Exchange; 50.3% of its shares are held
by Fevamotinico S.a.r.l, a Luxembourg based holding company owned
by Kostyantin Zhevago, and the remaining is free float.



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

CHARTER MORTGAGE 2018-1: Moody's Affirms B1 Rating on Cl. X Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three Notes in
Charter Mortgage Funding 2018-1 plc. The rating action reflects the
increased levels of credit enhancement for the affected Notes.

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

GBP261.69M Class A Notes, Affirmed Aaa (sf); previously on Jun 8,
2018 Definitive Rating Assigned Aaa (sf)

GBP7.15M Class B Notes, Upgraded to Aaa (sf); previously on Jun 8,
2018 Definitive Rating Assigned Aa1 (sf)

GBP7.15M Class C Notes, Upgraded to Aa1 (sf); previously on Jun 8,
2018 Definitive Rating Assigned A1 (sf)

GBP7.15M Class D Notes, Upgraded to A2 (sf); previously on Jun 8,
2018 Definitive Rating Assigned Baa1 (sf)

GBP2.86M Class E Notes, Affirmed Ba1 (sf); previously on Jun 8,
2018 Definitive Rating Assigned Ba1 (sf)

GBP12.87M Class X Notes, Affirmed B1 (sf); previously on Jun 8,
2018 Definitive Rating Assigned B1 (sf)

RATINGS RATIONALE

The rating action is prompted by the increased levels of credit
enhancement for the affected Notes.

Increase in Available Credit Enhancement

The rating action is prompted by deleveraging and sequential
amortization that led to the increase in the credit enhancement
available in this transaction.

In Charter Mortgage Funding 2018-1 plc, the credit enhancement for
the tranches affected by the rating action increased since closing
as follows: the Class B Notes credit enhancement to 9.6% from 7.5%,
the Class C Notes credit enhancement to 6.3% from 5% and the Class
D Notes credit enhancement to 3% from 2.5%. Prepayment Rate
increased as at the last reporting date in September 2019 to 35.3%
from 13.1% as at June 2019 due primarily to the fixed rate reset.
Moody's also took into consideration the further concentration of
fixed-rate reset dates up until mid-2020.

The rating action took into account the increased uncertainty
relating to the impact of the performance of the UK economy on the
transaction over the next few years, due to the on-going
discussions relating to the final Brexit agreement.

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

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

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

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

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

DEBENHAMS PLC: Appoints John Walden as Non-Executive Director
-------------------------------------------------------------
Jessica Clark at City A.M. reports that beleaguered department
store Debenhams has appointed John Walden as a non-executive
director in order to strengthen its board as it implements a
turnaround plan.

According to City A.M., Mr. Walden, who was chief executive of Home
Retail Group until it sold Argos to Sainsbury's in 2016 and is
currently chairman of Naked Wines, has been appointed to the board
of Debenhams' parent company Celine Jersey Topco.

Kevin Conroy, the founder and chief executive of advisory firm
Conroy Media, has also joined as a non-executive director, City
A.M. discloses.

In August, Debenhams' creditors approved a company voluntary
arrangement (CVA) that earmarked 50 stores for closure, City A.M.
recounts.

The retailer defeated a legal challenge brought by landlords -- and
backed by Sports Direct founder Mike Ashley -- at the High Court in
September, giving it the green light to go ahead with the store
closure program, City A.M. relates.

The restructuring plan will also allow Debenhams to slash rents at
100 sites, City A.M. states.


DJS LTD: Enters Administration, Won't Offer New Piggyback Loans
---------------------------------------------------------------
Business Sale reports that DJS Limited, the parent company of
payday lender PiggyBank, has entered administration and will no
longer be offering new loans to customers.

DJS has appointed HJS Recovery as administrator and HJS has said
that it will oversee an "orderly wind down of the business",
Business Sale relates.

According to Business Sale, in a statement on the company website,
HJS added that, while no new loans will be sold, all customers with
outstanding loans must continue to repay them as normal.

HJS has warned customers with outstanding loans to be wary of the
risk posed by scammers and told them not to give any details to
anyone unexpectedly contacting them regarding PiggyBank loans,
Business Sale discloses.

The administrator has also said that customers with mis-selling
complaints against PiggyBank should still contact the lender, but
that any claims will be treated as "unsecured creditor claims",
Business Sale relates.

PiggyBank ceased trading in July following concerns from the
Financial Conduct Authority (FCA) that its affordability checks on
customers were insufficient, Business Sale recounts.  The lender
was required to carry out an assessment to ensure it was only
lending to customers capable of repaying their loans, Business Sale
states.

Despite the suspension being lifted in September, PiggyBank's
financiers were reportedly unwilling to put further funds into the
company, Business Sale notes.

PiggyBank had around 45,000 customers and offered loans ranging
from GBP100 up to GBP1,000.  Loans could be repaid over periods of
between one week and five months and came with interest rates equal
to an annual percentage rate (APR) of between 1.255% and 1.698%.


EDDIE STOBART: Shareholders Have Option to Join Rights Issue
------------------------------------------------------------
Daniel Thomas at The Financial Times reports that shareholders in
Eddie Stobart Logistics will be given the option to take part in a
rights issue early next year to help pay down or to share the
proceeds of a high-interest loan used to rescue the haulage group
by Dbay, a private equity group.

Eddie Stobart confirmed on Dec. 10 that Dbay had taken a majority
stake in a subsidiary that owns its operations after shareholders
voted in favor of a takeover deal last week, the FT relates.

According to the FT, the company has received about GBP55 million
of cash from Dbay to fund operations, through a so-called
"payment-in-kind" facility that carries an interest rate of about
18%.  This sort of financing adds interest payments to the existing
loan, which means the heavily indebted company will not need to pay
out cash, the FT states.  The haulage group had warned that it was
running out of money, and at risk of breaching its banking
covenants, the FT notes.

Those briefed on the company's situation said this cash --
alongside a new GBP20 million revolving credit facility from its
banks -- would keep the group trading beyond the first quarter of
next year, the FT relates.

Shareholders will then be given the choice of raising new equity
for the company that will be used to either replace some of the
high interest-bearing debt or to buy up to half of the loan in
order to share the returns with Dbay, the FT relays, citing people
with knowledge of the move.

The exact state of Eddie Stobart's finances is still unclear given
an almost six-month delay to its interim accounts, which has caused
its shares to be suspended since August, according to the FT.

In addition to the Dbay loan, Eddie Stobart carries about GBP200
million in net debt and was at risk of breaching its banking
covenants, the FT relays.  Following the rescue deal, its banks
agreed to extend much of this debt until 2024, the FT recounts.

Eddie Stobart on Dec. 10 confirmed that Philip Swatman had stepped
down as chairman after the deal completed, while chief executive
Sebastien Desreumaux and chief financial officer Anoop Kang also
resigned as directors of the company to join the board of a
subsidiary that controls its haulage business, the FT discloses.


KOOVS PLC: Sells Business, Assets to SGIK 3 Investments
-------------------------------------------------------
Shanima A and Noor Zainab Hussain at Reuters report that Koovs Plc
said on Dec. 10 that administrators had sold its business and
assets to SGIK 3 Investments Ltd, an entity owned by the online
fashion retailer's largest secured creditor and chairman Waheed
Alli.

According to Reuters, the company said earlier on Dec. 10 it would
apply to place itself into administration after its largest
shareholder, India's Future Lifestyle Fashion, failed to invest a
further GBP6.5 million (US$8.34 million).

Koovs said it could not get alternative funding and a competitive
sale process conducted over the past month to help continue as a
going concern had failed, Reuters relates.

Geoff Rowley and Jason Baker, partners at specialist business
advisory firm FRP Advisory, were appointed as joint administrators
to the retailer that is listed on London's junior market, Reuters
discloses.

Koovs plc is the only online western fashion brand designed in
London specifically for India.


M&C SAATCHI: Maurice Saatchi Steps Down as Executive Director
-------------------------------------------------------------
Oliver Gill at The Telegraph reports that advertising mogul Maurice
Saatchi has quit the agency which bears his name, days after an
accounting error sent shares plunging 45%.

The Tory peer, one of the greatest admen of his generation, stood
down as an executive director of M&C Saatchi on Dec. 10 as part of
a boardroom clear-out, The Telegraph relates.

He quit alongside non-executives Lord Dobbs -- author of political
thriller House of Cards --
Sir Michael Peat and Lorna Tilbian, as the company battles for
stability following an announcement that it had overstated profits
by nearly GBP12 million, The Telegraph discloses.

According to The Telegraph, insiders said the departures follow a
split over the direction of the business.



M&G: Suspends Withdrawals in GBP2.5BB Property Portfolio Fund
-------------------------------------------------------------
Michael O'Dwyer at The Telegraph reports that nervy investors
pulled almost GBP140 million out of property funds in just three
days amid fears of a wave of suspensions after withdrawals were
blocked by M&G.

According to The Telegraph, the firm suspended its GBP2.5 billion
Property Portfolio fund on Dec. 4 after investors headed for the
exits in droves, amid fears of a slump in the value of retail real
estate due to a crisis on the high street.

It sparked fears of contagion across the industry -- panicking
investors in other property funds, who have rushed to demand their
money back, The Telegraph notes.

A total of GBP138 million was withdrawn on the three trading days
immediately after the M&G fund suspension according to data from
Calastone, which processes funds transfers, The Telegraph
discloses.



MALLINCKRODT PLC: S&P Ups Issuer Rating to CCC, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer rating on
Staines-upon-Thames, U.K.-headquartered specialty pharmaceutical
company Mallinckrodt PLC to 'CCC' from 'SD' due to its view of
heightened risk of a distressed exchange over the next year, before
any large settlement of opioid claims.

S&P said, "Our rating on Mallinckrodt PLC reflects the risk of
another distressed exchange or a liquidity crisis within the next
12 months. We believe this could happen due to the distressed
trading levels of unsecured debt and the possibility of a liquidity
crisis from maturities and ongoing litigation.

"We are also updating our recovery analysis and issue-level ratings
following the exchange transaction. We believe the issuance of
second-lien notes impairs the recovery of the senior unsecured
notes in a hypothetical default scenario and are notching the
senior unsecured debt one notch below the long-term issuer credit
rating (before the exchange, we notched the senior unsecured debt
in line with the issuer credit rating).

"Our negative outlook reflects the increased possibility that we
will lower the rating over the next 12 months given the highly
uncertain situation with a substantial maturity in April 2020 and
material ongoing litigation. The outlook reflects risk from ongoing
opioid and CMS litigation that could result a liquidity crisis
given the company's April 2020 notes maturity, which will consume
most of Mallinckrodt's cash.

"We could consider a lower rating if we believe that a distressed
exchange or default is a virtual certainty in the next six months,
likely driven by an unfavorable ruling in the CMS litigation or an
opioid-related settlement.

"We could revise the outlook to stable or raise the rating if the
company successfully repays its 2020 maturity, receives a
relatively favorable ruling from the CMS litigation, and we have
more certainty on the outcome of the opioid litigation."


MANSARD MORTGAGES 2007-1: Fitch Upgrades Cl. B2a Debt to BB-sf
--------------------------------------------------------------
Fitch Ratings upgraded 10 tranches of Mansard Mortgages 2006-1 PLC,
Mansard Mortgages 2007-1 PLC and Mansard Mortgages 2007-2 PLC and
affirmed the others, as follows:

RATING ACTIONS

Mansard Mortgages 2007-1 PLC

Class A2a XS0293438965; LT AAAsf Affirmed; previously at AAAsf

Class B1a XS0293442215; LT BBBsf Upgrade;  previously at BB+sf

Class B2a XS0293446711; LT BB-sf Upgrade;  previously at Bsf

Class M1a XS0293458054; LT AAAsf Upgrade;  previously at AA+sf

Class M2a XS0293460381; LT AA-sf Upgrade;  previously at A-sf

Mansard Mortgages 2007-2 PLC

Class A1a XS0333305299; LT AAAsf Affirmed; previously at AAAsf

Class A2a XS0333306933; LT AAAsf Affirmed; previously at AAAsf

Class B1a XS0333313988; LT BBB+sf Upgrade; previously at BBsf

Class B2a XS0333340361; LT CCCsf Affirmed; previously at CCCsf

Class M1a XS0333308475; LT AAAsf Upgrade;  previously at AA-sf

Class M2a XS0333311693; LT AA-sf Upgrade;  previously at BBBsf

Mansard Mortgages 2006-1 PLC

Class A2a 56418MAB5; LT AAAsf Affirmed; previously at AAAsf

Class B1a 56418MAE9; LT AAsf Upgrade;   previously at BBB+sf

Class B2a 56418MAF6; LT BB+sf Upgrade;  previously at B+sf

Class M1a 56418MAC3; LT AAAsf Affirmed; previously at AAAsf

Class M2a 56418MAD1; LT AA+sf Upgrade;  previously at AA-sf

TRANSACTION SUMMARY

The transactions are backed by residential mortgages originated by
Rooftop Mortgages, a non-conforming mortgage lender.

KEY RATING DRIVERS

New UK RMBS Rating Criteria

The rating actions take into account the new UK RMBS Rating
Criteria dated October 4, 2019. The notes' ratings have been
removed from Under Criteria Observation.

The three portfolios are composed by both owner-occupied and
buy-to-let (BTL) loans. Fitch analysed the two sub-pools under the
new criteria using Fitch's non-conforming and BTL assumptions,
respectively. The upgrades of the class M1, M2, B1 and B2 notes
mainly result from the reduction of the non-conforming sub-pool's
weighted-average foreclosure frequency (WAFF) after applying the
performance adjustment factor and switching the BTL sub-pool to BTL
assumptions.

Increasing Credit Enhancement (CE)

The cash reserves are non-amortising across all three transactions
due to irreversible trigger breaches. As a result, CE for all notes
continues to increase, even though the notes are currently
amortising on a pro-rata basis, and are expected to continue doing
so for the life of the transactions. With the support of its cash
flow model, Fitch's analysis showed the CE available to protect
against expected losses was sufficient to withstand the relevant
rating stresses, leading to the affirmations and upgrades.

Increasing Arrears Levels

The transactions' performance has slightly worsened in terms of the
proportion of loans in arrears. As of October 2019, three
month-plus arrears stand at 8.56% for MAN061, 7.61% for MAN071 and
4.52% for MAN072, up from 6.23%, 4.98% and 1.55%, respectively, in
July 2018. Repossessions have also only increased at a moderate
rate over the last 12 months

Interest-only (IO) Concentration

The transactions have a material concentration of IO loans maturing
within a three-year period during the lifetime of the transactions.
For MAN061, 56.85% mature between 2029 and 2031, for MAN071, 49.80%
mature between 2030 and 2032, and for MAN072, 46.56% mature between
2030 and 2032. For the three owner-occupied sub-portfolios, the IO
concentration WAFF is lower than the standard portfolio WAFF. As a
result, the IO concentrations do not constrain the notes' ratings.

RATING SENSITIVITIES

Each of the transactions features a significant proportion of IO
loans, with a high concentration in a three-year period between
2029 and 2031 for MAN061 and 2030-2032 for MAN071 and MAN072. If
borrowers were to be unable to refinance these loans at maturity,
increased foreclosures may result, with the potential for losses to
be incurred by the transaction.

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.

MARKS & SPENCER: Egan-Jones Lowers Sr. Unsec. Debt Ratings to BB
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 5, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Marks & Spencer Group PLC to BB from BB+.

Marks & Spencer Group plc is a major British multinational retailer
with headquarters in Westminster, London that specializes in
selling high-quality clothing, home products, and food products.


NOBLE CORPORATION: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B-
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 4, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Noble Corporation plc to B- from B.

Noble Corporation plc is an offshore drilling contractor organized
in London, United Kingdom. Its affiliate, Noble Corporation, is
organized in the Cayman Islands. It is the corporate successor of
Noble Drilling Corporation.



SWOON: Co-Founders Acquire Business Out of Administration
---------------------------------------------------------
Andrew Cave at The Telegraph reports that upmarket furniture
retailer Swoon has become the latest company to 
reflect the
pressures of the sector after agreeing a pre-pack administration.

According to The Telegraph, the business, which has been 
trading
since 2012, has been bought from administrators KPMG by co-founders
Brian Harrison and Debbie Williamson, who have remortgaged their
homes and used their savings to take full control.  All staff are
being given a stake in the new company, The Telegraph notes.

Investors including Index Ventures and Octopus Ventures, and
individuals such as former Index Ventures partner Robin Klein and
Zoopla founder Alex Chesterman, have lost all their equity, The
Telegraph discloses.

Lenders Silicon Valley Bank and 
Columbia Lake Partners have
agreed to swap their debt for equity, The Telegraph states.




THOMAS COOK: Germany to Give Financial Assistance to Customers
--------------------------------------------------------------
Thomas Seythal and Arno Schuetze at Reuters report that Germany on
Dec. 11 said will give financial assistance to customers hit by the
insolvency of Thomas Cook because the tour operator's insurance
cover has proved insufficient.

"Damages that are not compensated by other parties will be settled
by the federal government," Reuters quotes German governnment as
saying in a statement, confirming a report by broadcaster ARD.

According to Reuters, ARD said Insurer Zurich's liability is capped
at EUR110 million (US$121 million) but it has already registered
claims worth EUR250 million and experts estimate total claims will
reach EUR300 million to EUR500 million.

The report said a legal opinion commissioned by Zurich concluded
that state liability is possible because the German government
inadequately implemented a 2015 EU directive meant to ensure
customers get their money back in the case of the insolvency of a
tour operator, Reuters relates.

                    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.


TULLOW OIL: Cuts Production Outlook, Chief Executive Steps Down
---------------------------------------------------------------
David Sheppard and Myles McCormick at The Financial Times report
that shares in Tullow Oil plunged more than 70% after the FTSE 250
oil and gas explorer slashed its production outlook and announced
the departure of its chief executive and head of exploration.

The decline knocked more than GBP1.4 billion off the oil group's
market capitalization and sent its stock to its lowest level since
the end of 2000, the FT notes.

Tullow, which was founded in the 1980s to focus on frontier markets
of the oil industry primarily in Africa, was worth as much as
GBP14.5 billion in 2012, the FT recounts.  But it has stumbled in
recent years as the era of US$100-a-barrel crude oil came to an end
with the rise of the US shale industry, the FT states.  The shares,
which had already declined sharply from the company's 2012 peak,
closed down nearly 72% on Monday, Dec. 9, valuing Tullow at GBP562
million, the FT discloses.

According to the FT, Tullow said it expected production to be
almost a third lower than it had forecast at the start of the year
and also suspended its dividend.  Paul McDade, chief executive and
Angus McCoss, head of exploration, have left the group, the FT
relates.

Dorothy Thompson, the former Drax boss and non-executive chair of
Tullow, who has been appointed temporary executive chair, conceded
there had been "material errors made in projecting forward
production at Tullow", saying the company had "done a lot of work
in the last few weeks to make sure these errors are not repeated,"
the FT discloses.

She also sought to play down fears about the need for an immediate
rights issue, the FT states.

According to the FT, analysts at Stifel said investors' biggest
immediate concern would be the strength of the balance sheet given
the increased risk of a potential equity issuance to reduce debt
because of the lower projected free cash flow.

Tullow Oil is an independent oil exploration and production
company, focused on finding and monetizing oil in Africa and South
America.




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

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today.

Albert Waldo Snoke was director of the Grace-New Haven Hospital in
New Haven, Connecticut from 1946 until 1969. In New Haven, Dr.
Snoke also taught hospital administration at Yale University and
oversaw the development of the Yale-New Haven Hospital, serving as
its executive director from 1965-1968. From 1969-1973, Dr. Snoke
worked in Illinois as coordinator of health services in the Office
of the Governor and later as acting executive director of the
Illinois Comprehensive State Health Planning Agency. Dr. Snoke died
in April 1988.



                           *********


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 * * *