/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/191220.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 20, 2019, Vol. 20, No. 254 Headlines F I N L A N D TAURUS 2019-4: Moody's Assigns Ba1 Rating on EUR14MM Cl. E Notes G E R M A N Y TELE COLUMBUS: Moody's Lowers CFR to B3; Alters Outlook to Stable L U X E M B O U R G LUXALPHA SICAV-AMERICAN: Ends Mediation Efforts with Trustee M O N T E N E G R O MONTENEGRO AIRLINES: Gov't to Invest EUR155MM to Avert Bankruptcy N E T H E R L A N D S EDML 2018-2: DBRS Confirms BB (high) Rating on Class E Notes S P A I N MIRAVET 2019-1: DBRS Finalizes BB Rating on Class E Notes PYMES SANTANDER 15: DBRS Finalizes C Rating on Series C Notes T U R K E Y GLOBAL LIMAN: Moody's Reviews B2 CFR for Downgrade SIMIT SARAYI: Ziraat Bank Buys Majority Stake Amid Large Debts U N I T E D K I N G D O M BIRMINGHAM CITY, FC: Winding-Up Petition Tossed After Debt Paid BOWLER: JLR Buys Business Out of Administration, 26 Jobs Saved LONDON CAPITAL: GBP20MM Investors' Money Transferred to Four Men MOTOR 2016-1: Moody's Affirms Ba3 Rating on GBP5MM Class F Notes TED BAKER: Toscafund Acquires Nearly 12% Stake in Business TULLOW OIL: Moody's Downgrades CFR to B2; Alters Outlook to Neg. X X X X X X X X [*] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power - - - - - ============= F I N L A N D ============= TAURUS 2019-4: Moody's Assigns Ba1 Rating on EUR14MM Cl. E Notes ---------------------------------------------------------------- Moody's Investors Service assigned the following definitive ratings to the debt issuance of Taurus 2019-4 FIN DAC: EUR102,030,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2031, Definitive Rating Assigned Aaa (sf) EUR26,010,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2031, Definitive Rating Assigned Aa3 (sf) EUR26,010,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2031, Definitive Rating Assigned A3 (sf) EUR26,010,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2031, Definitive Rating Assigned Baa3 (sf) EUR14,000,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2031, Definitive Rating Assigned Ba1 (sf) Moody's has not assigned a definitive rating to the Class X Notes of the Issuer. Taurus 2019-4 FIN DAC is a true sale transaction backed by a single loan secured by three properties located in Finland. The largest property (76.3% of Market Value (MV)) is the Ratina Shopping Centre in Tampere. The second largest one is the Tikkurila property (10.2% of MV). It is a mixed-use property located in Helsinki Metropolitan Area (HMA). The Ratina Office property (13.5% of MV), adjacent to the Ratina Shopping Centre, is currently under construction. The property is expected to be completed by June 2020. The loan was originated by Bank of America Merrill Lynch International DAC to finance the properties. RATINGS RATIONALE The rating action is based on (i) Moody's assessment of the real estate quality and characteristics of the collateral, (ii) analysis of the loan terms and (iii) the expected legal and structural features of the transaction. The key parameters in Moody's analysis are the default probability of the securitised loan (both during the term and at maturity) as well as Moody's value assessment of the collateral. Moody's derives from these parameters a loss expectation for the securitised loan. Moody's default risk assumptions are low/ medium for the loan. The key strengths of the transaction include (i) the fact that the cash trap covenant has been triggered from day-1 (which is intentional and will remain so until the property under construction becomes operational), (ii) the very good quality of the properties, and (iv) strong tenant covenants. Challenges in the transaction include (i) the high leverage of the loan without amortisation, (ii) the construction risk from the office development, (iii) the large exposure of the loan to the retail sector, and (iv) allocation of proceeds to the notes provide for a lower cushion against increased concentration risk following prepayments due to property sale. The Moody's LTV of the securitised loan at origination is 72.1%. Although this is relatively high, the expected Moody's LTV at maturity is 63.9%, achieved through adhering to the loan covenants. Moody's has applied a property grade of 2.0 for the portfolio (on a scale of 1 to 5, 1 being the best). Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Approach to Rating EMEA CMBS Transactions" published in November 2018. Factors that would lead to an upgrade or downgrade of the ratings: Main factors or circumstances that could lead to an upgrade of the ratings are generally (i) an increase in the property values backing the underlying loan, or (ii) a decrease in the default probability driven by improving loan performance or decrease in refinancing risk. Main factors or circumstances that would lead to a downgrade of the ratings are generally (i) a decline in the property values backing the underlying loan, (ii) the non-completion of the Ratina Office development, (iii) an increase in the default probability of the loan, (iv) the loan amount decreasing beyond a level at which the loan interest would no longer cover the Note interest and the senior expenses and (v) changes to the ratings of some transaction counterparties. ============= G E R M A N Y ============= TELE COLUMBUS: Moody's Lowers CFR to B3; Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service downgraded Tele Columbus AG's corporate family rating to B3 from B2, probability of default rating to B3-PD from B2-PD, and the instrument rating on the senior secured bank credit facilities and senior secured notes to B3 from B2. At the same time, Moody's has changed the outlook to stable from negative on all ratings. "The ratings downgrade reflects Moody's expectations that the company's gross debt/EBITDA (as adjusted by Moody's) will remain at elevated levels of around 6.5x for the next 12-18 months with limited positive free cash flow generation while the company will have to address the approaching expiry of its revolving credit facility (RCF) in January 2021 ", says Agustin Alberti, a Moody's Vice President -- Senior Analyst and lead analyst for Tele Columbus. "On the other hand, the change in outlook to stable from negative takes into account the good progress of the turnaround plan of the company, resulting in the improvement of its operational performance and the stabilization of its main financial metrics and Moody's expectation that the company will continue its path of recovery," adds Mr. Alberti. RATINGS RATIONALE Although the integration of the acquisitions of PrimaCom AG and Pepcom is now complete and, despite the stabilization of its key operating and financial metrics in 2019, Moody's expects Tele Columbus' leverage will remain high with Moody's gross debt/EBITDA projected at around 6.5x in 2019 and 2020 and gradually reducing towards 6.3x in 2021, outside the leverage triggers the rating agency considers as commensurate for a B2 rating. In addition, the rating agency considers that the company will need to focus on its liquidity management, as the existing RCF matures in January 2021, with less than 13 months to refinance it while free cash flow is projected to turn only moderately positive in 2020. The change of outlook to stable reflects the fact that the company is doing good progress in its turnaround plan after the challenges associated with PrimaCom's AG and Pepcom's integration, which led to a significant operational underperformance, increase in leverage and liquidity deterioration in 2018. The new management has been focusing in finalizing the integration project and improving key operational areas for the company. The measures implemented as part of the turnaround plan include among others (i) the full consolidation of the customers and accounting systems into unified platforms, (ii) the harmonization of the recognition policies for homes connected and RGUs to provide more clarity and transparency, (iii) the successful transition of analogue TV to digital, (iv) the improvement of the customer service, (v) the revamp and simplification of the tariff portfolio, (vi) the reduction of legal entities generating tax savings and (vii) the continued investment in the network upgrade. As a result of all these measures, the company has been able to improve its main key operating metrics reducing churn, improving customer satisfaction and starting to grow customers in the broadband and telephony segments. In the first nine months of 2019, revenues increased by 0.5% (-0.7% excluding construction related projects), normalized EBITDA was flat and restructuring costs decreased to EUR21 million, down EUR13 million year-on year. At its third quarter results, the company confirmed its 2019 guidance for broadly stable revenues, normalized EBITDA, and capex. Moody's expects revenues (excluding low margin construction revenues) to be broadly stable in 2020, as positive internet customer ads, new B2B wins and additional wholesale revenues will compensate the decline in basic TV customer base and related revenues. Moody's expects the company to generate moderately positive free cash flow in 2020 on the back of lower restructuring costs, further savings from efficiency measures, and lower capital spending. In addition, Moody's considers that there is potential upside to revenue and earnings through potential network wholesale access deals, like the one signed with Telefonica Deutschland in October 2019. This deal will generate high margin revenues over the medium term (expected to contribute meaningfully to revenues and EBITDA from 2021) with low cannibalization risk as Tele Columbus currently just has a 20% penetration of the network with its own retail base. Moody's considers Tele Columbus' liquidity position to be adequate for its near-term operational needs. As of September 30, 2019, the company had cash and cash equivalents of EUR9.0 million and access to a EUR50 million RCF due in January 2021, of which EUR8.0 million was drawn. In the first nine months of 2019, the company reported total negative FCF (including M&A and one-off related payments) of EUR25 million. In the third quarter of 2019, the company reported underlying break even FCF and Moody's expects FCF to remain again around flat in the fourth quarter. The company's RCF is restricted by a maintenance financial covenant set at 6.5x (net debt/normalised EBITDA, tested when the RCF is 35% drawn on a quarterly basis), under which headroom will tighten to around 5% as of year-end 2019. Besides the RCF due in January 2021, which Moody's expects to be refinanced in the coming months, the company does not face any debt maturities before 2023 when its EUR75 million term loan (secured in October 2018 for liquidity purposes) falls due. While management is confident that it should generate sufficient cash flows going forward to cover its business requirements, Moody's notes that the company can take additional measures such as temporarily reducing its discretionary capex if liquidity comes under pressure. Governance considerations, which Moody's take into account in assessing Tele Columbus' credit quality, relate primarily to the efforts taken by the management to establish uniformed monitoring tools to better manage the performance of the business. The agency also notes that potential conflicts of interest may arise in the future with its largest shareholder, United Internet holding a 29.7% equity stake, which controls the Board and holds relevant interests in the telecom sector through its 75.1% equity stake in Drillisch. =================== L U X E M B O U R G =================== LUXALPHA SICAV-AMERICAN: Ends Mediation Efforts with Trustee ------------------------------------------------------------ Stephanie Bodoni at Bloomberg News reports that the liquidators of a Luxembourg fund linked to con man Bernard L. Madoff's Ponzi scheme and the trustee for his investment firm abandoned efforts to find an agreement by mediation, sending the case back to court. The two sides "have agreed to terminate the mediation they entered into on October 2018," the liquidators for Access International Advisors LLC's LuxAlpha Sicav-American Selection, as cited by Bloomberg, said in a statement on their website on Dec. 11. "No settlement was agreed to in the mediation, and the case will return to the New York bankruptcy court for further adjudication." LuxAlpha fund invested 95% of its money with Madoff and had US$1.4 billion in net assets a month before the Ponzi scheme was discovered in December 2008, Bloomberg discloses. Mr. Madoff, who founded his investment firm in 1960, is serving a 150-year prison sentence in the U.S. after pleading guilty in 2009 to running a US$17.5 billion Ponzi scheme that took money from new investors to pay old ones, Bloomberg states. =================== M O N T E N E G R O =================== MONTENEGRO AIRLINES: Gov't to Invest EUR155MM to Avert Bankruptcy ----------------------------------------------------------------- bne IntelliNews reports that Montenegro's government said that it will invest EUR155 million to increase the capital of its indebted flag carrier Montenegro Airlines in the next six years to save it from bankruptcy. According to bne IntelliNews, the company, which has been slated for privatization for years, is having serious financial trouble and has apparently attracted no significant international interest. No tender for its sale has been called so far, bne IntelliNews notes. Meanwhile, the government has attempted for years to improve its financial situation, bne IntelliNews relates. The company will use the financing to cover outstanding debts and acquire new aircraft worth EUR50 million, bne IntelliNews discloses. The government, as cited by bne IntelliNews, said in the statement that Montenegro Airlines' potential bankruptcy or liquidation would lead to a series of cumulative adverse effects across the economy, including the loss of EUR33.7 million in paid installments for aircraft and slots at foreign airports. In 2017, a feasibility study carried out by Deloitte and quoted by the government said that Montenegro Airlines had good financial prospects and in the mid-term should stop burdening the state budget and start contributing instead, bne IntelliNews recounts. The analysis was commissioned by the government and aimed to show whether the carrier was viable and could become stable again, according to bne IntelliNews. ===================== N E T H E R L A N D S ===================== EDML 2018-2: DBRS Confirms BB (high) Rating on Class E Notes ------------------------------------------------------------ DBRS Ratings GmbH confirmed the ratings of the notes issued by EDML 2018-2 B.V. (the Issuer): -- Class A at AAA (sf) -- Class B at AA (sf) -- Class C at A (sf) -- Class D at BBB (sf) -- Class E at BB (high) (sf) The rating assigned to the Class A notes addresses the timely payment of interest and the ultimate payment of principal by the legal maturity date in January 2057. The ratings assigned to the Class B, Class C, Class D, and Class E notes address the ultimate payment of interest and principal by the legal maturity date, while they remain junior notes' but timely payment of interest when they are the senior-most tranche. The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses as of the October 2019 payment date. -- Updated portfolio default rate (PD), loss given default (LGD), and expected loss assumptions on the remaining collateral portfolio. -- Current available credit enhancement to the notes to cover the expected losses at their respective rating levels. The Issuer is a bankruptcy-remote special-purpose vehicle (SPV) incorporated in the Netherlands. The notes proceeds were used to fund the purchase of Dutch residential mortgage loans originated by Elan Woninghypotheken B.V. (Elan) and secured over residential properties located in the Netherlands. Elan started originating Dutch residential mortgage loans in June 2015 under the umbrella license of Quion. The portfolio consists of Dutch residential mortgage loans without a National Hypotheek Garantie (NHG), which originated under the Hypotrust mortgage label through a mortgage product designed with unique underwriting criteria (Elan mortgage). On November 13, 2019, DBRS Morningstar transferred the ongoing coverage of the rating assigned to the Issuer to DBRS Ratings GmbH from DBRS Ratings Limited. The lead analyst responsibilities for this transaction have been transferred to Petter Wettestad. Both DBRS Ratings Limited and DBRS Ratings GmbH are registered with the European Securities and Markets Authority (ESMA) under Regulation (EC) No. 1060/2009 on Credit Rating Agencies, as amended, and are registered Nationally Recognized Statistical Rating Organization (NRSRO) affiliates in the United States and Designated Rating Organization (DRO) affiliates in Canada. PORTFOLIO PERFORMANCE As of the October 2019 payment date, loans one- to two-months delinquent represented 0.02% of the portfolio balance, while no loans were reported with more than two-months in arrears. There have been no defaults reported to date. PORTFOLIO ASSUMPTIONS DBRS Morningstar conducted a loan-by-loan analysis on the current pool and updated its base case PD and LGD assumptions to 2.9% and 19.2%, respectively. CREDIT ENHANCEMENT The subordination tranches and the cash reserve provide credit enhancement to the rated notes. As of the October 2019 payment date, credit enhancement to the Class A, Class B, Class C, Class D, and Class E notes was 9.1%, 6.8%, 4.7%, 3.1%, and 2.1%, respectively. The transaction benefits from a reserve fund that is available to support the Class A to Class E notes. The reserve fund will be fully funded at closing at 0.35% of the initial balance of Class A to F notes. The reserve fund can be used to pay senior costs and interest on the rated notes and will not amortize. Liquidity for the Class A and the Class B notes will be further supported by the drawings under the cash advance facility agreement. Once the Class A and the Class B are redeemed in full, the cash advance facility will no longer be available. BNG Bank N.V. acts as the account bank for the transaction. Based on the DBRS Morningstar private rating of BNG Bank N.V., the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, DBRS Morningstar considers the risk arising from the exposure to the account bank to be consistent with the rating assigned to the Class A notes, as described in DBRS Morningstar's "Legal Criteria for European Structured Finance Transactions" methodology. ING Bank N.V. acts as the swap counterparty for the transaction. DBRS Morningstar's public Long-Term Critical Obligations Rating of ING Bank N.V. at AA (high) is above the First Rating Threshold as described in DBRS Morningstar's "Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in Euros unless otherwise noted. ========= S P A I N ========= MIRAVET 2019-1: DBRS Finalizes BB Rating on Class E Notes --------------------------------------------------------- DBRS Ratings GmbH finalized the following provisional ratings previously assigned to the notes issued by Miravet 2019-1 (the Issuer or the Fund): -- AAA (sf) to the Class A Notes -- A (high) (sf) to the Class B Notes -- BBB (high) (sf) to the Class C Notes -- BB (high) (sf) to the Class D Notes -- BB (sf) to the Class E Notes (collectively with the Class A, B, C, and D Notes, the Rated Notes) DBRS Morningstar does not rate the Class X Notes and Class Z Notes. The rating of the Class A Notes addresses the timely payment of interest and ultimate payment of principal by the final legal maturity date in 2065. The ratings of the Class B Notes, Class C Notes, Class D Notes, and Class E Notes address the ultimate payment of interest and principal. The Class A Notes and Class X Notes also benefit from an amortizing liquidity reserve fund in case of interest shortfall, which was funded at closing with the proceeds from the Class Z Notes and the priority of payments thereafter. It is equal to 3.5% of the outstanding balance of the Class A Notes and is floored at 1% of the Class A Notes' initial balance. The excess amounts from the liquidity reserve fund formed part of the available funds and may provide additional credit support. The ratings on Class B, C, and E notes have improved following the reduction is greater than equal to ninety days delinquent loans from 6.1% to 5.7% and the slight drop in indexed current loan to value from 69.1% to 68.8% since the provisional rating. Proceeds from the issuance of the Rated Notes and part of the proceeds from the Class Z Notes purchased reperforming Spanish residential mortgage loans represented by mortgage participations and mortgage transfer certificates (mortgage certificates). The mortgage loans were originated by Catalunya Banc, S.A. (CX), Caixa d'Estalvis de Catalunya, Caixa d'Estalvis de Tarragona, and Caixa d'Estalvis de Manresa. The latter three entities were merged into Caixa d'Estalvis de Catalunya, Tarragona I Manresa, which was subsequently transferred to Catalunya Banc, S.A. by virtue of a spin-off, on September 27, 2011. During 2011 and 2012, CX received a capital investment from the Fund for Orderly Bank Restructuring (FROB), effectively nationalizing the bank. As part of its divestment in CX, the FROB sold a portfolio of loans that were transferred to a securitization fund, FTA 2015, Fondo de Titulizacion de Activos (the 2015 Fund), via the issuance of mortgage participation and mortgage transfer certificates, which represent the legal and economic interest in the mortgage loans. Following the sale of the mortgage loans in 2015, Banco Bilbao Vizcaya Argentaria, S.A. (BBVA, which DBRS Morningstar rates A (high)/R-1 (middle) with Stable trends) acquired CX on 24 April 2015. Subsequently, CX was absorbed and merged with BBVA. BBVA will act as Collection Account Bank and Master Servicer with servicing operations delegated to Anticipa Real Estate, S.L.U. (Anticipa or the Servicer). As of October 31, 2019, the current balance of the mortgage portfolio was EUR 352,129,123, with 77.0% restructured loans and 5.3% 90+ days past due delinquencies. The seasoning of the portfolio is 11.8 years. The portfolio currently has approximately 4.7% loans with prior ranks in the portfolio and approximately 1.5% loans with unknown prior ranks. The weighted-average (WA) indexed current loan-to-value (LTV) of the mortgage portfolio is 68.8%, calculated based on loans with known liens as per DBRS Morningstar's methodology. DBRS Morningstar has assessed the historical performance of the mortgage loans and factored restructuring arrangements into its analysis by selecting an underwriting score of 4 in its European RMBS Insight Model. The portfolio is largely concentrated in the autonomous region of Catalonia (72.1% by loan amount). CX, as the originator, was headquartered in Barcelona and focused its lending strategy in Catalonia. The concentration in Catalonia exposes the transaction to risks relating to house-price fluctuations, poor economic performance and changes in regional laws. Multi credit loans represent 51.1% of the pool and permit the borrower to make additional drawdowns of up to EUR 73.3 million. The borrower may not drawdown in excess of the amounts stated in the mortgage agreement. Borrower eligibility for additional drawdowns is subject to key conditions. Generally, a borrower must not be in default and restrictions are also placed on the debt-to-income ratios. Once eligibility has been established, drawdown is subject to additional criteria such as caps on the maximum drawdown amounts, maturity restrictions, and LTV caps. Because of the historically low drawdowns seen in the previously rated SRF transactions and strict drawdown conditions in this transaction, DBRS Morningstar did not consider drawdowns in its analysis. However, it stressed the servicing fees to assess the liquidity stress on the available funds. The transaction is exposed to unhedged basis risk with the assets linked to 12-month Euribor (83.7%), Mumbai Interbank Offer Rate (0.2%), and IRPH (15.7%). The remaining portion (0.4%) pays a fixed rate of interest. The notes are linked to three-month Euribor. The WA interest rate of the portfolio is calculated at 1.4% with the WA margin equal to 1.4%. Moreover, the Servicer can renegotiate the loan terms within the portfolio aside from the good servicing practices. The loan modifications are subject to a limit of 5% of the initial balance of the portfolio. The margin can be reduced to 50 basis points (bps) for loans linked to Euribor and -40 bps for loans linked to IRPH. The maturity of the loan cannot be extended beyond 48 months before the maximum maturity date of the mortgage loans (2060). As of July 1, 2016, interest rate floors were no longer applied to loans from borrowers classified as consumers. There are about 62 loans with interest rate floors, amounting to 0.6% of the total portfolio outstanding balance. BBVA is in place as the Master Servicer and Collection Account Bank. Anticipa, as the servicer of the mortgage loans, will act in the name of BBVA on behalf of the Fund. Pepper Assets Services, S.L.U. (Pepper), Spain will act as a long-term servicer. The service is expected to change at or post-closing from Anticipa to Pepper upon BBVA's approval. If BBVA approves but there is a delay in the servicing transfer after closing, the servicing fees step up depending on the length of the delay. However, if BBVA does not approve the transfer, Anticipa will continue servicing the portfolio with a step-up in service fees after five years; this step-up payment ranks junior to the repayment of Rated Notes. BBVA will deposit amounts received that arise from the mortgage loans with the Issuer Account Bank within one business day. Elavon Financial Services DAC (Elavon) is the Issuer Account Bank and Paying Agent for the transaction. DBRS Morningstar privately rates Elavon and has concluded that Elavon meets its minimum criteria to act in such capacity. The transaction contains downgrade provisions relating to the account bank whereby, if DBRS Morningstar downgrades Elavon below "A", the Issuer will replace the account bank. The downgrade provision is consistent with DBRS Morningstar's criteria for the AAA (sf) rating assigned to the Class A Notes in this transaction. DBRS Morningstar based its ratings on a review of the following analytical considerations: -- The transaction capital structure and form and sufficiency of available credit enhancement. Credit enhancement on the Rated Notes is estimated as over-collateralization provided by the portfolio at 31.1%, 19.5%, 15.3%, 13.9%, and 12.6%, respectively. -- The credit quality of the provisional mortgage loan portfolio and the ability of the servicer to perform collection activities. DBRS Morningstar calculated the probability of default (PD), loss given default (LGD), and expected loss outputs on the mortgage loan portfolio. -- The ability of the transaction to withstand stressed cash flow assumptions and repays the Rated Notes according to the terms of the transaction documents. The transaction cash flows were analyzed using PD rates and LGD outputs provided by the European RMBS Insight Model. -- The DBRS Morningstar sovereign ratings of the Kingdom of Spain at "A" and R-1 (low) with Positive trends as of the date of this press release. -- The consistency of the transaction legal structure with DBRS Morningstar's "Legal Criteria for European Structured Finance Transactions" methodology and, subject to the comfort drawn on the previous portfolio sale from the redacted versions of the Sale and Purchase agreements (SPA). Notes: All figures are in Euros unless otherwise noted. PYMES SANTANDER 15: DBRS Finalizes C Rating on Series C Notes ------------------------------------------------------------- DBRS Ratings GmbH finalized its provisional ratings on the following notes issued by FT PYMES Santander 15 (the issuer): -- Series A Notes rated A (high) (sf) -- Series B Notes rated CCC (low) (sf) -- Series C Notes rated C (sf) The transaction is a cash flow securitization collateralized by a portfolio of secured and unsecured term loans and credit lines originated by Banco Santander, S.A. (Banco Santander or the originator; rated A (high) with a Stable trend by DBRS Morningstar) to corporate, small and medium-sized enterprises, and self-employed individuals based in Spain. As of November 14, 2019, the transaction's provisional portfolio included 32,102 loans and credit lines to 28,561 obligor groups, totaling EUR 3,676.5 million. At closing, the originator selected the final portfolio of EUR 3.0 billion from the provisional pool. The portfolio also contains loans and credit lines originated by Banesto and Banif prior to their integration into Banco Santander, which was completed in April 2014. The transaction has a revolving period of two years, during which time Banco Santander has the option to sell new loans or credit lines at par to the issuer on a quarterly basis as long as the additional purchases comply with eligibility criteria. However, the revolving period will end prematurely if replenishment termination events occur, such as the cumulative default rate reaching certain limits. The rating of the Series A Notes addresses the timely payment of interest and the ultimate payment of principal on or before the legal maturity date in April 2051. The ratings of the Series B Notes and Series C Notes address the ultimate payment of interest and principal on or before the legal maturity date. Interest and principal payments on the notes will be made quarterly on the 20th of January, April, July, and October, with the first interest payment date on April 20, 2020, while the first principal payment will only occur after the end of the revolving period. The notes will pay an interest rate equal to three-month Euribor plus 0.30%, 0.50% and 0.65% for the Series A Notes, Series B Notes, and Series C Notes, respectively. During the revolving period, the transaction will acquire new loans and credit lines if they satisfy the eligibility criteria. To account for changes in portfolio composition, DBRS Morningstar considered the limitations established in the eligibility criteria to create a worst-case portfolio that was used for the analysis. The eligibility criteria fixed a relatively high limit regarding the NACE Code industry concentration: the maximum concentration in one industry is 25.0% of the portfolio balance, and the top three industries represent a 60.0% maximum of the portfolio balance. The eligibility criteria also established a low minimum percentage of secured loans at 10.0% within a weighted-average loan-to-value of 70.0%. The eligibility criteria set relatively low obligor concentration limits. The exposure to the largest and top-ten largest borrower groups cannot exceed 0.85% and 6.5% of the outstanding portfolio balance, respectively. The historical data provided by Banco Santander reflects the portfolio composition, which includes secured and unsecured loans as well as credit lines. Banco Santander also provides migration matrices from internal rating models and according to eligibility criteria, the maximum weighted-average internal PD of the portfolio could be 1.50%. DBRS Morningstar applied a probability of default (PD) of 2.25% for this transaction. The Series A Notes benefit from 25.0% subordination of the Series B Notes and the reserve fund. The Series B Notes benefit from 5.0% subordination of the reserve fund. The reserve fund was funded through the issuance of the Series C Notes and is available to cover senior fees and interest and principal on the Series A and Series B Notes. The reserve fund can amortize after the first two years if certain conditions related to the performance of the portfolio and deleveraging of the transaction are met; however, it cannot amortize below EUR 75.0 million. The transaction is exposed to some interest rate risk. Based on the interest rate distribution of the portfolio, DBRS Morningstar assumed a stressed basis of 65 basis points per year, reducing the spread of floating loans from day one. The ratings are based on DBRS Morningstar's "Rating CLOs Backed by Loans to European SMEs" methodology and the following analytical considerations: -- The PD for the portfolio was determined using the historical performance information supplied, including the transition matrices and considering the eligibility criteria, which limits the maximum weighted-average PD during the revolving period to 1.50% based on Santander's internal PD models. Considering the eligibility criteria is based on the originator's internal PD, DBRS Morningstar determined the average annualized default rate, considering the transition matrices and applying a factor of 1.5 times to the maximum allowed weighted-average internal PD, resulting in a 2.25% as annual base-case PD. -- The assumed weighted-average life (WAL) of the portfolio is 4.09 years. -- The PD and WAL were used in the DBRS Morningstar SME Diversity Model to generate the hurdle rate for the respective ratings. -- The recovery rate was determined by considering the market value declines for Spain, the security level, and the type of collateral. For the Series A Notes, DBRS Morningstar applied a 48.9% recovery rate for secured loans and a 16.3% recovery rate for unsecured loans. For the Series B Notes, DBRS Morningstar applied a 70.3% recovery rate for secured loans and a 21.5% recovery rate for unsecured loans. -- The break-even rates for the interest rate stresses and default timings were determined using the DBRS Morningstar cash flow tool. The rating of the Series C Notes is based upon DBRS Morningstar's review of the following considerations: -- The Series C Notes are in the first-loss position and, as such, are highly likely to default. -- Given the characteristics of the Series C Notes as defined in the transaction documents, the default most likely would only be recognized at the maturity or early termination of the transaction. Notes: All figures are in Euros unless otherwise noted. =========== T U R K E Y =========== GLOBAL LIMAN: Moody's Reviews B2 CFR for Downgrade -------------------------------------------------- Moody's Investors Service placed on review for downgrade the B2 corporate family rating and the B2-PD probability of default rating of Global Liman Isletmeleri A.S., a Turkey-based port operator owned by Global Ports Holding PLC. Moody's has also placed on review for downgrade the B2 instrument rating on the USD250 million senior unsecured notes due 2021 issued by the company. RATINGS RATIONALE The rating action follows publication of the 9M 2019 results, which indicate a deterioration in Global Liman's earnings primarily due to the significant decline in throughput in the commercial segment, with container volumes down 15% and general cargo volumes down 50% in the nine months to September 2019. While some of the deterioration in volumes has been offset by other revenue initiatives and growth in the cruise segment, the company's cash flow has weakened, with reported EBITDA falling by 7% to USD64 million for the nine months ending September 2019. Given reduction in earnings, which was greater than previously anticipated by Moody's, Global Liman's credit metrics are likely to weaken to the levels that would no longer be commensurate with the B2 ratings, with uncertainty around the recovery in the company's financial profile over the medium term and ahead of its bond maturity in 2021. In this context, further pressure on Global Liman's credit quality comes from the acquisitive strategy of the wider GPH group and the expected increase in the group's debt as a result of the recently completed acquisitions in the cruise segment -- Nassau and Antigua. GPH's strategic objective is to focus on the cruise segment, with the company considering the sale of certain assets owned by Global Liman. The sale of any part of the business would result in a material shift in the group's business risk profile. Under the terms of the debt documentation, it would also likely result in a pre-payment of the notes issued by Global Liman. Moody's understands that the strategic review will continue into early 2020, although there is uncertainty as to the final outcome and its timing. Global Liman's current B2 CFR positively reflects (1) the degree of business and geographical diversification of the port operations, (2) strong profitability of the existing ports, with EBITDA margins at around 60-70%, and (3) the limited capital expenditure requirements associated with the existing ports. The rating is, however, constrained by (1) the company's exposure to throughput variation, with volumes affected by trade wars and geopolitical situation in the region, (2) a significant contribution to cash flow from Turkish operations, which are exposed to weak economic conditions, (3) high financial leverage, (4) a significant presence of minority shareholders resulting in cash flow leakage, and (5) the acquisitive nature of the wider GPH group. RATING OUTLOOK The B2 ratings are on review for downgrade, reflecting the risks associated with the deterioration of Global Liman's cash flow coupled with high leverage in the context of the company's upcoming debt maturities. As part of the review process, Moody's will consider (1) the company's expected credit metrics over the short to medium term; (2) Global Liman's strategy for the refinancing of the USD250 million senior unsecured notes, as well as (3) the notching differential between the CFR and the instrument rating, given weaker cash flows from the Turkish ports and their fairly short remaining concession life. WHAT COULD CHANGE THE RATING -- UP/ DOWN The ratings could be confirmed if it appeared likely that Global Liman and the wider GPH group were able to mitigate the deterioration in the group's cash flows such that the company's financial profile remains comfortably positioned against the guidance for the current ratings. The ratings could be downgraded if (1) it appeared likely that Global Liman's credit metrics would not improve to the levels commensurate with the current rating, which includes Funds from Operations (FFO)/debt of at least 10% and FFO interest cover above 2.0x, (2) there was a further deterioration in the company's operating performance as reflected in, for example, declining volumes; or (3) if it was apparent that the company's ability to refinance debt may be significantly challenged. Furthermore, the senior unsecured notes rating could be downgraded, if it appeared likely that the position of the noteholders would become weaker in the context of the company's operating performance and expected evolution of the capital structure. Issuer: Global Liman Isletmeleri A.S. On Review for Downgrade: Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Corporate Family Rating, Placed on Review for Downgrade, currently B2 BACKED Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 Outlook Actions: Issuer: Global Liman Isletmeleri A.S. Outlook, Changed To Rating Under Review From Stable PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Privately Managed Port Companies published in September 2016. Global Liman Isletmeleri A.S. is a port operator domiciled in Turkey. The company operates the mixed commercial and cruise port of Akdeniz located on Turkey's Mediterranean coast and two cruise and ferry ports (Bodrum and Ege) located on Turkey's Aegean coast. In addition, Global Liman holds a controlling stake in the commercial port of Bar (Montenegro, 64%), and a number of cruise ports internationally. Global Liman is 100% owned by Global Ports Holding PLC, which is listed on the London Stock Exchange. SIMIT SARAYI: Ziraat Bank Buys Majority Stake Amid Large Debts -------------------------------------------------------------- Ahval reports that Cumhuriyet said on Dec. 15 Turkey's state-run Ziraat Bank seeks to buy the majority of stake in Simit Sarayi, an international chain that sells Turkish breads and pastries, to save the company from economic bottleneck due to its links to Turkish President Recep Tayyip Erdogan. Turkey's state-run Ziraat Bank, controlled by Turkey's sovereign wealth fund which is chaired by Erdogan, has applied to the country's competition authority to permit it to buy 51% of stake in Simit Sarayı that has been suffering from large debts according to earlier reports, Ahval relates. Cumhuriyet said the lawyer of the company, Mustafa Dogan Inal, is the business partner of Erdogan's lawyer Ahmet Ozel, Ahval notes. According to Ahval, Mr. Inal told Cumhuriyet that the company did not go bankrupt, however, it had faced a short term financial problems due to cancellation of the sale of stakes to two foreign investors from Malesia and Saudi Arabia. =========================== U N I T E D K I N G D O M =========================== BIRMINGHAM CITY, FC: Winding-Up Petition Tossed After Debt Paid --------------------------------------------------------------- James Pallat at BirminghamLive reports that a judge has dismissed a bid to wind up Birmingham City after being told that tax owed had been paid. According to BirminghamLive, tax officials had made applications to wind up the Blues, who are mid-table in the Championship. But Judge Sebastian Prentis dismissed the application after a barrister representing HM Revenue and Customs said money had been paid, BirminghamLive discloses. The judge analyzed the case at an Insolvency and Companies Court hearing in London on Dec. 11, BirminghamLive relates. Detail of the amount the club owed did not emerge at the hearing, BirminghamLive notes. BOWLER: JLR Buys Business Out of Administration, 26 Jobs Saved -------------------------------------------------------------- Alan Tovey at The Telegraph reports that Jaguar Land Rover has bought niche car manufacturer Bowler out of administration. Founded in 1985, Bowler hand-built small numbers of vehicles for rallies and offroad racing, turning Land Rovers into high-performance all-terrain vehicles. The company had struggled for the past few years, The Telegraph relates. It collapsed into administration earlier this week, with JLR's special vehicle operations (SVO) arm buying the business for an undisclosed amount, saving the jobs of Bowler's 26 permanent staff, The Telegraph discloses. According to The Telegraph, Micahel van der Sande, head of JLR SVO, said: "For almost 25 years the Bowler name has stood for innovation and success, with a reputation forged by its participation in the world's toughest off-road motorsport competitions." LONDON CAPITAL: GBP20MM Investors' Money Transferred to Four Men ---------------------------------------------------------------- Tabby Kinder at The Financial Times reports that about GBP20 million invested by UK retail investors in London Capital & Finance was "transferred" to four men connected to the mini-bonds firm in the six months before it collapsed, a court judgment has revealed. According to the FT, it said Andy Thomson, chief executive of LCF, received GBP1.5 million across six transactions between June and December last year. Simon Hume-Kendall, chairman of London Oil & Gas, which was LCF's biggest borrower, was given GBP8.3 million over the same period, the FT discloses. Administrators to LCF have previously determined that Mr. Thomson, Mr. Hume-Kendall and two other men, Elten Barker and Spencer Golding, personally benefited from bondholders' investments in LCF, the FT relates. However, the judgment of the High Court in London revealed the scale of the sums they were given, the FT notes. "Nearly GBP20 million of bondholders' money was transferred either directly or indirectly to the four individuals concerned," the FT quotes the judgment as saying. Mr. Golding, who was a patron of company FS Equestrian Services, which was lent money by LCF, received GBP8.3 million during the six-month period, the FT relays, citing the judgment. Meanwhile, Mr. Barker, a director of LOG, was given GBP1.7 million, the FT states. The sums were published in a judgment that granted permission to the administrators of LCF to remove Global Security Trustees, an independent company set up to guard the interests of LCF's bondholders prior to the collapse, the FT notes. A new trustee, which will be responsible for distributing dividends from the administration back to bondholders, will be appointed by the court, the FT states. LCF went into administration in January owing GBP237 million to 11,500 investors, prompting an investigation by the Serious Fraud Office, the FT recounts. The group collapsed after the Financial Conduct Authority, the City watchdog, froze its bank accounts and said that its marketing of unregulated mini-bonds as safer Isa savings products was misleading, according to the FT. MOTOR 2016-1: Moody's Affirms Ba3 Rating on GBP5MM Class F Notes ---------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Class B, Class C, Class D and Class E Notes in Motor 2016-1 plc and Class B Notes in Motor 2017-1 PLC. The rating action reflects an increase in credit enhancement for the affected tranches and better than expected collateral performance for Motor 2017-1 PLC. Moody's affirmed the ratings of the Notes that had sufficient credit enhancement to maintain current rating on the affected Notes. RATINGS LIST: Issuer: Motor 2016-1 plc GBP528M Class A Notes, Affirmed Aaa (sf); previously on Mar 28, 2019 Affirmed Aaa (sf) GBP15M Class B Notes, Upgraded to Aaa (sf); previously on Mar 28, 2019 Upgraded to Aa1 (sf) GBP30M Class C Notes, Upgraded to Aa1 (sf); previously on Mar 28, 2019 Upgraded to Aa2 (sf) GBP9M Class D Notes, Upgraded to Aa3 (sf); previously on Mar 28, 2019 Upgraded to A1 (sf) GBP13M Class E Notes, Upgraded to Baa1 (sf); previously on Mar 28, 2019 Upgraded to Baa2 (sf) GBP5M Class F Notes, Affirmed Ba3 (sf); previously on Mar 28, 2019 Affirmed Ba3 (sf) Issuer: Motor 2017-1 PLC USD400M Class A1 Notes, Affirmed Aaa (sf); previously on Sep 20, 2017 Definitive Rating Assigned Aaa (sf) GBP245M Class A2 Notes, Affirmed Aaa (sf); previously on Sep 20, 2017 Definitive Rating Assigned Aaa (sf) GBP15M B Class B Notes, Upgraded to Aaa (sf); previously on Sep 20, 2017 Definitive Rating Assigned Aa1 (sf) RATINGS RATIONALE The rating action is prompted by an increase in credit enhancement for the affected tranches, and better than expected collateral performance and an increase in credit enhancement for Motor 2017-1 PLC. Revision of Key Collateral Assumptions: As part of the rating action, Moody's reassessed its default probability for the two portfolios reflecting the collateral performance to date. The performance of Motor 2017-1 PLC has been better than anticipated. Total delinquencies with 90 days plus arrears are currently standing at 1.29% of current pool balance in Motor 2017-1 PLC. Cumulative defaults currently stand at 1.0% of original pool balance plus replenished amounts in Motor 2017-1 PLC. In Motor 2017-1 PLC, Moody's assumed a mean default probability of 3.25% of the current portfolio balance, translating into a lower default probability assumption of 2.4% of original balance, from 3.25% as of closing. Moody's left the assumption for the fixed recovery rate and portfolio credit enhancement unchanged at 50% and 12.0% respectively. Moody's maintained default assumption of original balance for Motor 2016-1 plc unchanged based on the performance in line with expectation. As a result of sequential amortization and ongoing deleveraging, the credit enhancement for the tranches affected by the rating action increased. The credit enhancement for Class B Notes in Motor 2017-1 PLC increased to 18.8% from 7.5% at closing. In the case of Motor 2016-1 plc, the credit enhancement increased to 18.1%, 8.6%, 5.7% and 1.6% from 10.6%, 5.0%, 3.3% and 0.9% as of the latest rating action in March 2019 for Classes B, C, D and E respectively. The rating action also 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 Global Approach to Rating Auto Loan- and Lease-Backed ABS" published in March 2019. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected; (2) deleveraging of the capital structure; (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. TED BAKER: Toscafund Acquires Nearly 12% Stake in Business ---------------------------------------------------------- Jonathan Eley at The Financial Times reports that Toscafund Asset Management, a hedge fund run by one of the City's most aggressive managers, has taken a stake of nearly 12% in troubled retailer Ted Baker, intensifying speculation about its future. According to the FT, Toscafund emerged as a significant shareholder on Dec. 10, the day Ted Baker revealed that profits for the full year would collapse to no more than GBP10 million and said its chairman and chief executive would leave. The fund's holding at that point was 5.9% as a result of purchases made four days earlier, the FT states. That soon expanded to 11.9%, making Toscafund the second-largest shareholder after founder Ray Kelvin, the FT notes. Conventional long-only fund groups such as Invesco and Baillie Gifford have been reducing their holdings in the company, which has warned on profits four times in the past year, the FT relates. A person with knowledge of the matter said that there had so far been no contact between Ted Baker and Toscafund, according to the FT. The involvement of the hedge fund comes amid speculation that Mr. Kelvin might attempt to take the company he established in 1987 private in order to facilitate his return in some capacity, the FT says. TULLOW OIL: Moody's Downgrades CFR to B2; Alters Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service, downgraded Tullow Oil plc's corporate family rating to B2 from B1 and probability of default rating to B2-PD from B1-PD. Concurrently, the ratings on Tullow's $650 million guaranteed senior unsecured notes due April 2022 and $800 million guaranteed senior unsecured notes due March 2025 were downgraded to Caa1 from B3. The outlook on all Tullow's ratings was changed to negative from stable. RATINGS RATIONALE The downgrade of Tullow's ratings and change in outlook to negative reflect management's recent downward revision of its forward-looking production guidance following a review of the production performance issues experienced by the group in 2019 and its implications for the longer-term outlook of the fields. While management confirmed its November production guidance of around 87 thousand barrels of oil equivalent (kboepd) for 2019, it indicated that group production is now forecast to average between 70 and 80 kboepd in 2020 and around 70 kboepd in the period 2021-2023. This compares to Moody's earlier expectations that production would rise to 96kboepd in 2019 (v. 90 kboepd in 2018) and stabilise at a level in the mid-90s in the medium-term. Tullow management cited a number of factors that have caused this reduction in production guidance. On the Jubilee field, significantly reduced offtake of gas by the Ghana National Petroleum Company, which Tullow makes available at no cost, increased water cut on some wells, and lower facility uptime. At Enyenra (one of the TEN fields) mechanical issues on two new wells have limited the well stock available, while the decline rate on this field is faster than previously anticipated. As a result, Enyenra reserves will decrease by around 30%. However, Tullow indicated that based on independent reserves audits carried out during the year, this will be offset by increased oil reserves for Jubilee, Ntomme (one of the TEN fields) and the non-operated fields. As a result, the group's oil reserves are likely to remain broadly flat at year-end 2019 compared to the previous year-end (excluding the impact of 2019 production). The significant downward revision in Tullow's projected production will lower its future cash generating and debt reduction capacity. This will in turn reduce the group's financial flexibility to grow and diversify its production profile in the future by developing its existing hydrocarbon resources in Africa and pursuing exploration activities. In 2019, Moody's expects Tullow to report Moody's-adjusted EBITDA of around $1.45 billion, down 13% v. $1.67 billion in 2018. After capex of $665 million (including FPSO lease payments) and dividends of $101 million, Tullow should generate free cash flow (FCF) of around $250 million in 2019. Following the termination of the Uganda farm-down to Total S.A (Aa3 stable) and CNOOC Limited (A1 stable) in August, for which Tullow was due to receive a $100 million cash consideration along with re-imbursement of 2017 and 2018 capex of c.$108 million, this will prevent further deleveraging in 2019. Moody's now forecasts Moody's-adjusted total debt to EBITDA to be close to 3x at year-end compared to 2.8x in 2018. Further ahead, Tullow should remain FCF positive under a range of oil price scenarios, supported by management's actions to reduce costs and capital expenditure, as well as its decision to suspend the company's dividend ($101 million paid out in 2019). However, lower future production will constrain the group's operating profitability and will slow down the reduction in debt. Based on management's recent guidance of FCF of at least $150 million assuming a price of Brent of $60 per barrel and capital expenditure of $350 million (excluding lease payments), Moody's projects that Moody's-adjusted total debt to EBITDA would rise to between 3.5x and 4.0x at year-end 2020. RATING OUTLOOK The negative outlook reflects the uncertainty affecting Tullow's future prospects ahead of the completion of the review of operations currently underway and the appointment of a new CEO. A stabilisation of the outlook is predicated on (i) the confirmation that the production and financial targets recently reset by management can at least be sustained in the medium term; and (ii) greater clarity on the group's future portfolio and growth strategy. ESG CONSIDERATIONS Governance considerations are a material factor in this rating action. Its CEO and exploration director resigned from its board following the review of production performance issues recently experienced by Tullow, which led to significant downward revision of the group's forward-looking production guidance. While Tullow's prudent financial policy was reaffirmed with the board's decision to suspend the company's dividend in light of reduced cash flow expectations, the recent senior management changes give rise to some uncertainty as to the group's future strategy. Environmental considerations are factored into Tullow's ratings. Given the relatively early cycle asset portfolio of Tullow, Moody's does not expect environmental issues (including decommissioning liabilities) to have a significant adverse effect on the operating and financial performance in the next few years. LIQUIDITY Tullow's liquidity profile is adequate. At the end of September 2019, it had unrestricted cash balances of $129 million and availabilities of around $1.06 billion under a reserves-based lending (RBL) facility with a borrowing base amount of $2.4 billion following the September 2019 redetermination. Tullow has no near-term debt maturities. The commitment amount of its RBL facility starts amortising by around $200 million semi-annually from October 2020, while its $300 million convertible bonds fall due in July 2021. Also, Moody's expects Tullow to remain free cash flow positive under a range of oil price scenarios. STRUCTURAL CONSIDERATIONS The Caa1 rating on the $650 million due 2022 and $800 million due 2025 senior unsecured notes is two notches below the B2 CFR. This reflects the substantial amount of secured liabilities ranking ahead of the senior notes within the capital structure and the weak positioning of the B2 CFR. The notes are subordinated in right of payment to all existing and future senior obligations of the respective guarantors, including their obligations under the RBL facility. Should the positioning of Tullow's CFR stabilise at the B2 level, the two-notch rating differential could be reassessed. WHAT COULD CHANGE THE RATING - UP Given the recent downward revision in Tullow's production profile and considering the uncertainty affecting its future strategy, a rating upgrade is unlikely at this juncture. WHAT COULD CHANGE THE RATING - DOWN The ratings could be downgraded should the production profile and/or reserve life of the company further deteriorate. The rating would also come under pressure should the group generate sustained negative FCF resulting in Moody's-adjusted total debt to EBITDA rising above 4.0x for an extended period of time. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. CORPORATE PROFILE Headquartered in London (UK), Tullow Oil plc is an independent exploration and production oil and gas company, with its main operated and non-operated production assets located in West Africa (Ghana, Gabon, Equatorial Guinea, Côte d'Ivoire) as well as contingent resources in Uganda and Kenya. The company holds 87 licences across 17 countries. In 2019, the company is expected to report an average production (on a working interest basis) of approximately 87 kboepd (including production-equivalent insurance payments) and EBITDA of around $1.4 billion. As of June 2019, the group's 2P (proved plus probable) reserves amounted to 263.8 million barrels of oil equivalent. Tullow is listed on the London, Irish and Ghana Stock Exchanges. =============== X X X X X X X X =============== [*] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power ---------------------------------------------------------------- Authors: Arthur Fleischer, Jr., Geoffrey C. Hazard, Jr., and Miriam Z. Klipper Publisher: Beard Books Softcover: 248 pages List Price: $34.95 Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt A ruling by the Delaware Supreme Court on January 29, 1985 was a wake-up call to directors of U. S. corporations. On this date, overruling a lower court decision, the Delaware Supreme Court ruled that the nine board members of Chicago company Trans Union Corporation were "guilty of breaching their duty to the company's shareholders." What the board members had done was agree to sell Trans Union without a satisfactory review of its value. The guilty board members were ordered by the Court to pay "the difference between the per share selling price and the 'real' market value of the company's shares." Needless to say, the nine Trans Union directors were shocked at the guilt verdict and the punishment. The chairman of the board, Jerome Van Gorkom, was a lawyer and a CPA who was also a board member of other large, respected corporations. For the most part, it was he who had put together the terms of the potential sale, including setting value of the company's stock at $55.00 even though it was trading at about $38.00 per share. News of the possible sale immediately drove the stock up to $51.50 per share, and was commented on favorably in a "New York Times" business article. Still, Van Gorkom and the other directors were found guilty of breaching their duty, and ordered by Delaware's highest court to pay a sum to injured parties that would be financially ruinous. This was clearly more than board members of the Trans Union Corporation or any other corporation had ever bargained for. It was more than board members had ever conceived was possible without evidence of fraud or graft. The three authors are all attorneys who have worked at the highest levels of the legal field, business, and government. Fleischer is the senior partner of the law firm Fried, Frank, Harris, Schriver & Jacobson at the head of its mergers and acquisitions department. He's also the author of the textbook "Takeover Defenses" which is in its 6th edition. Hazard is a Professor of Law and former reporter for the American Bar Association's special committee on the lawyers' ethics code; while Klipper has been a New York assistant district attorney prosecuting corporate and financial fraud, and also a corporate attorney on Wall Street. Using the Trans Union Corporation case as a watershed event for members of boards of directors, the highly-experienced legal professionals lay out the new ground rules for board members. In laying out the circumstances and facts of a number of cases; keen, concise analyses of these; and finding where and how board members went wrong, the authors provide guidance for corporate directors, top executives, and corporate and private business attorneys on issues, processes, and decisions of critical importance to them. Household International, Union Carbide, Gelco Corp., Revlon, SCM, and Freuhauf are other major corporations whose merger-and-acquisitions activities resulted in court cases that the authors study to the benefit of readers. The Boards of Directors of these as well as Trans Union and their positions with other companies are listed in the appendix. Many other corporations and their board members are also referred to in the text. With respect to each of the cases it deals with, BOARD GAME Soutlines the business environment, identifies important individuals, analyzes decisions, and discusses considerations regarding laws, government regulations, and corporate practice. In all of this, however, given the exceptional legal background of the three authors, the book recurringly brings into the picture the legalities applying to the activities and decisions of board members and in many instances, court rulings on these. Passages from court transcripts are occasionally recorded and commented on. Elsewhere, legal terms and concepts -- e. g., "gross nonattendance" -- are defined as much as they can be. In one place, the authors discuss six levels of responsibility for board members from "assure proper result" through negligence up to fraud. Without being overly technical, the authors' legal experience and guidance is continually in the forefront. Needless to say, with this, BOARD GAMES is a work of importance to board members and others with the responsibility of overseeing and running corporations in the present-day, post-Enron business environment where shareholders and government officials are scrutinizing their behavior and decisions. ********* 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 * * *