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

                          E U R O P E

          Tuesday, January 14, 2020, Vol. 21, No. 10

                           Headlines



C Z E C H   R E P U B L I C

RESIDOMO SRO: S&P Places 'BB-' Ratings On Watch Pos.


F R A N C E

BOURBON CORP: Assets Sold to Societe Phoceenne de Participations


G E R M A N Y

TRAVIATA BV: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


I T A L Y

SALINI IMPREGILO: S&P Assigns 'BB-' Rating to New Sr. Unsec. Notes


L U X E M B O U R G

ALTICE INTERNATIONAL: S&P Assigns 'B' Rating to Sr. Secured Notes


N E T H E R L A N D S

GLOBAL UNIVERSITY: Moody's Ups CFR to B2; Alters Outlook to Stable
IHS NETHERLANDS: Fitch Affirms B+ LT IDR, Alters Outlook to Neg.


U N I T E D   K I N G D O M

ASTON MARTIN: Needs GBP500-Mil. Cash Injection Within Weeks
AVON INT'L: Fitch Affirms B+ LT IDR, Outlook Positive
BEALES: At Risk of Administration, Some 1,000 Jobs at Risk
DEBENHAMS PLC: In Talks with Aviva Over Pension Scheme Buyout
EUROHOME UK 2007-1: Fitch Upgrades Class B2 Debt to BB+sf

FLYBE: In Crunch Talks with Government, At Risk of Collapse
LOIRE UK 3: Fitch Assigns B+(EXP) LT IDR, Outlook Stable
LOIRE UK 3: Moody's Assigns B3 CFR, Outlook Stable
LOIRE UK 3: S&P Assigns Preliminary 'B' ICR, Outlook Negative
WARRENS: Suppliers, Landlords Back Company Voluntary Arrangement


                           - - - - -


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C Z E C H   R E P U B L I C
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RESIDOMO SRO: S&P Places 'BB-' Ratings On Watch Pos.
----------------------------------------------------
S&P Global Ratings placed its 'BB-' ratings on Residomo s.r.o. and
its secured notes on CreditWatch with positive implications.

Residomo is likely to benefit from extraordinary group support once
the transaction closes.

Heimstaden announced on Jan. 9, that it has signed an agreement to
acquire a 100% stake in Residomo from the private equity investor
Blackstone (currently holding 80%) and Round Hill Capital (20%).
S&P said, "We understand that Heimstaden considers the investment
to be long term and intends to fully consolidate Residomo into its
financial accounts. We think Residomo could benefit from
extraordinary support from its new owner upon completion of the
transaction and its integration with Heimstaden. We currently
assess Residomo as being owned by a financial sponsor."

Integration with Heimstaden could improve Residomo's credit risk
profile.

S&P said, "We understand that Heimstaden's investment in Residomo
is part of its strategy to expand into Central and Eastern European
markets. Therefore we view Heimstaden's stake in Residomo as
aligned with its long-term strategic objectives. We also understand
that Residomo's asset management platform will remain in place. In
our view, Heimstaden would have the capability to provide
extraordinary support to Residomo, given its better credit quality
and financial strength, which could lead us to upgrade Residomo by
up to three notches. This is reflected in our adjusted ratio of
debt to debt plus equity of below 55% for Heimstaden versus that
for Residomo, which is between 60% and 65%." EBITDA interest
coverage should remain stable and above 2x for both entities.
Heimstaden benefits from a large portfolio of yielding residential
real estate assets in Europe valued at roughly EUR10 billion.

Residomo's final capital structure is yet to be determined.

The company's current capital structure includes a Czech koruna
(CZK) 1,695.8 million (approximately EUR67 million) shareholder
loan as of Sept. 30, 2019, which we view as equity, as well as a
senior secured bond of EUR680 million at 3.375%, due 2024 that we
rate 'BB-' in line with the issuer credit rating. S&P believes the
shareholder loan will likely need to be repaid and some of
bondholders may exercise their put options following the change of
control.

S&P said, "The CreditWatch reflects our view that Heimstaden, as
potential new majority shareholder of Residomo, would provide
extraordinary support to Residomo, thereby improving Residomo's
overall creditworthiness. We will resolve the CreditWatch placement
once the transaction is finalized, likely within the next three
months.

"We could consider upgrading Residomo if the transaction is
completed and results in the stronger credit quality of the
combined entity compared with that of Residomo currently. We could
also raise our issue rating on Residomo's secured bonds in line
with the issuer credit rating.

"We would likely affirm our 'BB-' rating on Residomo if the closing
of the signed purchase agreement with Blackstone falls through."



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F R A N C E
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BOURBON CORP: Assets Sold to Societe Phoceenne de Participations
----------------------------------------------------------------
Reuters reports that Bourbon Corporation SA announced on Jan. 10
the sale of Bourbon Corporation SA's assets to Societe Phoceenne de
Participations following the decision of the Marseilles commercial
court.

According to Reuters, the sale includes Bourbon brands.

The court will rule on the future of Bourbon Corporation and its
eventual liquidation on Jan. 20, Reuters discloses.




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G E R M A N Y
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TRAVIATA BV: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Traviata B.V. and its 'B' issue and '3' recovery ratings to the
company's EUR725 million senior secured term loan B (TLB).

S&P said, "The stable outlook reflects our view that Traviata's S&P
Global Ratings-adjusted debt to EBITDA will be 6.5x-7.0x in
2019-2020 on a proportionate consolidation basis, and our
assumption that AS will pay a dividend of at least EUR125 million
per year, translating into EBITDA interest coverage of about 1.5x
at the Traviata level."

Private-equity firm KKR completed the acquisition of a 44% stake in
AS after the voluntary takeover offer closed on the company's
floating public shares.

The existing shareholders, widow of the founder Dr. Friede Springer
and group CEO Dr. Mathias Dopfner, remain principal shareholders,
with a more than 45% combined stake.

Traviata funded the acquisition with a EUR725 million senior
secured TLB.

The final financing package also includes a EUR125 million
revolving credit facility (RCF) that was undrawn at closing. The
credit facilities are structurally subordinated to existing debt at
AS, although they benefit from security over Traviata's shares in
the media company. The final documentation also contains a step-up
of the TLB interest rate to 6% from 5%, which will begin 24 months
after the acquisition's completion. This will increase annual
interest payments at the Traviata level from about EUR37 million
per year in the first 24 months to EUR44 million thereafter.

AS's accelerated restructuring measures significantly affected its
profitability in the first nine months of 2019, in line with S&P's
expectations.

Company-defined adjusted EBITDA declined by almost 19% to EUR440
million versus the same period in 2018 due to consolidation
effects, the structural decline of printing operations'
profitability (news media segment), and significant restructuring
costs, mainly in German printing operations. That said, S&P
anticipated this profitability reduction in our base case and
projected S&P Global Ratings-adjusted EBITDA of EUR615
million-EUR620 million in 2019 and EUR585 million-EUR590 million in
2020, compared with EUR720 million in 2018.

S&P said, "The stable outlook reflects our view that Traviata's S&P
Global Ratings-adjusted debt to EBITDA will be 6.5x-7.0x in 2019
and about 7.0x in 2020, on a proportionate consolidation basis.
This reflects our assumption that AS will pay a dividend of at
least EUR125 million per year, translating into EBITDA interest
coverage of about 1.5x at the Traviata level. We also expect
Traviata will accumulate excess cash after paying interest expenses
during 2020 and 2021, building a cushion for the increasing
interest payments from 2022.

"We could lower the rating if Traviata received lower dividends
than the projected EUR55 million to service its EUR35 million-EUR40
million of interest payments in 2020-2021. This would occur if AS
paid less than EUR125 million of annual dividends to its main
shareholders. We could also downgrade Traviata if it does not
accumulate excess cash dividends in 2020 and 2021 to secure 1.5x
interest coverage in 2022, when interest expenses will increase to
6%.

"In addition, we could lower the rating if AS underperformed or its
credit metrics deteriorated, hampering its ability to pay at least
EUR125 million of annual dividends to shareholders. This would
translate into EBITDA interest coverage below 1.5x on a stand-alone
basis. Furthermore, a negative rating action could arise if we
perceived any potential disagreement or misalignment among the main
shareholders, which could delay any decision or payment of
dividends."




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I T A L Y
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SALINI IMPREGILO: S&P Assigns 'BB-' Rating to New Sr. Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to Italian
construction company Salini Impregilo SpA's (BB-/Positive/--)
proposed senior unsecured notes of up to EUR690 million, which are
due in 2027.

The '4' recovery rating reflects the notes' unsecured and
unguaranteed nature, and structural subordination to significant
prior-ranking claims. S&P estimates recovery prospects at 35%. Most
bank lines and revolving credit facilities rank pari-passu with the
bonds.

The issue and recovery ratings on the proposed notes are based on
preliminary information and subject to their successful issuance
and our satisfactory review of the final documentation.

Salini Impregilo intends to use the proceeds of the proposed
issuance to refinance most of its existing EUR600 million unsecured
notes maturing in 2021 through a notes exchange, and repay a
portion of its existing debt. The new capital structure would have
an average maturity of 4.5 years, compared with 3.6 years currently
if the entire EUR600 million notes are exchanged.

S&P said, "We expect the documentation for the proposed new bond
will be broadly in line with that for the existing notes. It
includes one incurrence covenant stipulating a minimum consolidated
interest coverage ratio of 2.5x, which limits the company's ability
to incur additional debt, and permitting debt at the issuer or
material subsidiaries of up to 15% of consolidated assets. There is
no restricted-payment covenant, but the documentation will come
with a EUR50 million cross-default threshold provision.

"In our hypothetical default scenario, we assume a prolonged
economic downturn affecting the construction sector, combined with
delay in collecting payments for projects, which would result in
severe margin contractions and negative operating cash flows. In
our view, this would reduce Salini Impreglio's ability to meet its
debt obligations, triggering a payment default in 2024.

"We value Salini Impreglio as a going concern, based on its strong
brand value, market position, and global presence."

Simulated default assumptions:

-- Year of default: 2024
-- Jurisdiction: Italy
-- Emergence EBITDA (after recovery adjustments): EUR247 million
-- Multiple: 5x in line with the standard assumption for the
construction sector.

Simplified recovery waterfall:

-- Gross recovery value: EUR1.2 billion
-- Net recovery value for waterfall after administration expenses
(7%): EUR1.1 billion
-- Estimated priority claims: EUR234 million*
-- Unsecured debt claims: about EUR2.4 billion
-- Recovery prospects: 35%
    --Recovery rating: 4

* All debt amounts include six months of prepetition interest




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L U X E M B O U R G
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ALTICE INTERNATIONAL: S&P Assigns 'B' Rating to Sr. Secured Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to Altice
International Sarl's proposed EUR2.2 billion equivalent and EUR600
million senior secured notes. The recovery rating is '3',
indicating its expectation of meaningful (50%-70%; rounded estimate
60%) in a default scenario.

At the same time, S&P revised its recovery and issue ratings on the
remaining senior secured debt to '3' (rounded recovery estimate:
60%) from '2', and lowered the issue rating on the debt to 'B' from
'B+'.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- The recovery prospects are decreasing because of the reduced
unsecured debt cushion.

-- The rating action also reflects the recent asset disposal and
change of perimeter within Altice International and its
subsidiaries, for which we reduced the EBITDA multiple by half a
turn.

-- Additional debt repayment using asset disposal proceeds could
slightly improve future recovery prospects.

-- The recovery prospects for the secured debt remain supported by
the fair collateral package and the remaining unsecured debt
cushion, but remain constrained by prior-ranking debt, including
the super senior revolving credit facilities (RCFs) and some
subsidiaries' local debt.

-- S&P rates Altice International's existing senior notes (issued
at Altice Finco SA) 'CCC+' with a recovery rating of '6',
reflecting the notes' subordination to the rest of the debt
structure and our expectation of zero recovery.

-- S&P still views credit protections as relatively issuer
friendly because there is no maintenance covenant on the senior
secured term loans, despite a 5.25x springing senior secured net
leverage under the RCFs.

-- Restrictions on additional debt are subject to an
incurrence-based 3x consolidated senior secured total net leverage
test and a 4x consolidated total net leverage test.

-- The documentation allows for cash to be upstreamed to satisfy a
portion of Altice Luxembourg's debt service, alongside large
carve-out baskets (permitted debt, restricted payments, and
permitted investments, for instance).

-- S&P believes a default would most likely result from
underperformance at group subsidiaries Portugal Telecom and HOT
Israel, due to increased competition from alternative providers in
fiber to the home and the need to provide lower-cost TV services.

-- S&P believes this would occur alongside weaker operating
performance at Altice International's other operating subsidiaries,
and lower cash flows due to high capital expenditure (capex)
requirements.

-- S&P values the company as a going concern, in view of its
valuable network assets.

-- S&P also believes that the diversity of Altice International's
asset pool would result in value remaining in the equity in the
nondefaulting operating subsidiaries in the event of a default at
the company.

Simulated default assumptions

-- Year of default: 2023
-- Minimum capex (percentage of past three years' average sales):
6%
-- Emergence EBITDA after recovery adjustments: about EUR1.1
billion
-- Implied enterprise value multiple: 5.5x
-- Jurisdiction: Luxembourg

Simplified waterfall

-- Gross enterprise value at default: about EUR6.0 billion
-- Administrative costs: 5%
-- Net value available to debtors: EUR5.7 billion
-- Priority claims: about EUR473 million
-- Secured debt claims: about EUR8.3 billion
    --Recovery expectation: 60% (Recovery rating: 3)
-- Unsecured debt claims: less than EUR1.1 billion
    --Recovery expectation: 0% (Recovery rating: 6)

All debt amounts include six months of prepetition interest. RCF is
assumed 85% drawn on the path to default. Recovery expectations are
rounded down to the nearest 5%.



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

GLOBAL UNIVERSITY: Moody's Ups CFR to B2; Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating and
the probability of default rating of Global University Systems
Holding B.V., a private higher education provider, to B2 from B3
and to B2-PD from B3-PD respectively. Outlook has changed to stable
from positive.

Concurrently, Moody's has assigned a B2 instrument rating to the
EUR980 million senior secured term loan B (TLB) due 2027 and pari
passu ranking GBP120 million revolving credit facility (RCF) due
2026 borrowed by Markermeer Finance B.V., a wholly owned subsidiary
of GUS.

The proceeds from the TLB will be used to refinance existing debt
and pay a dividend distribution of GBP100 million. Moody's expects
to withdraw the ratings on the existing debt instruments upon debt
repayment.

RATINGS RATIONALE

The rating upgrade reflects GUS's positive trading performance over
the last 12-18 months on the back of sound volume growth driven by
continued high demand for private education in all core markets, as
well as positive contribution from recent acquisitions, while
maintaining high margins.

Pro forma the proposed refinancing transaction and recent
acquisitions, GUS's total adjusted leverage, as measured by
Moody's-adjusted debt/EBITDA is expected to decrease to 5.7x as of
fiscal year 2019, ended November 30, 2019, from 6.0x as at fiscal
2018.

The B2 CFR of GUS reflects the company's: (i) position as a global
private higher education provider with a strong base in Europe,
particularly the UK, (ii) solid growth through both acquisitions
and organically whilst maintaining good margins, (iii) revenue
visibility from committed student enrollments and supporting
underlying growth drivers for the private-pay education market,
(iv) solid degree of revenue diversification by institution and
study fields and (v) relatively high barriers to entry due to tight
regulation, access to real estate and brand reputation.

Conversely, the rating is constrained by GUS's: (i) exposure to
highly competitive and fragmented higher education market with
requirement to comply with rigorous regulatory standards, (ii)
relatively high Moody's-adjusted debt/EBITDA of 5.7x for the 12
months ended November 30, 2019, pro-forma for the transaction,
(iii) risks inherent to the recruitment services division,
including its working capital outflows, (iv) debt-funded M&A
strategy and (v) continued investment required to integrate
acquired schools, increase capacity and obtain accreditations.

Social and governance factors are important elements of GUS's
credit profile. GUS's ratings factor in its private ownership, its
financial policy, which is tolerant of relatively high leverage,
and its history of debt-funded acquisitions. At the same time, the
group has a good track record of integration of acquisitions.

Governance risks Moody's considers in GUS's credit profile include
key man risk as the founder owns and controls the group. Moody's
understands that the group's governance structure includes
sufficient checks and balances to counter this potential concern,
including dedicated management teams at key institutions and an
experienced management team at holdco that works with the owner on
strategic and operational matters.

Education is one of the sectors identified in the Moody's social
heat map as facing high social risk. GUS is a provider of tertiary
education, which is discretionary and more exposed to potential
volatility. Moody's view GUS's composition of educational
programmes as quite resilient to an economic downturn, driven by
the growing demand for an educated workforce and the durability of
the value of higher education which continues to drive increasing
participation globally.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that GUS
will continue to grow organically and through acquisitions, and
generate positive FCF generation, thereby enabling a deleveraging
path, albeit potentially constrained by further debt-funded
acquisitions and/or shareholder distributions. The stable outlook
also reflects Moody's expectation that each GUS brand will maintain
its conservative financial policy and its current regulatory
approval status, including the University title and degree awarding
powers.

FACTORS THAT COULD LEAD TO AN UPGRADE

Upward pressure on the ratings could develop over time if Moody's
adjusted debt-to-EBITDA declines below 4.5x and FCF to debt
improves above 5% for a sustained period of time, while maintaining
an adequate liquidity profile.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Downward pressure on the ratings could arise if, for a sustained
period of time: (i) earnings deteriorate or further debt increases
result in Moody's adjusted debt-to-EBITDA below 6.0x, (ii) FCF
generation weakens; (iii) the company's liquidity profile
deteriorates. Recurring large shareholder distributions could also
put negative pressure on the ratings.

LIQUIDITY PROFILE

Moody's continues to view GUS's liquidity as good. As of November
30, 2019 and pro forma for the transaction, the company had GBP280
million of cash on balance sheet, excluding funds earmarked to fund
imminent acquisitions and access to a senior secured committed
GBP120 million RCF due 2026. Some cash balances (c.22% of total)
will be held at local operations in India and thus not readily
accessible to support general liquidity. There is a net senior
leverage maintenance covenant, under which Moody's expect the
company to retain sufficient headroom.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the EUR980 million TLB and the GBP120 million RCF
are aligned with the CFR as they rank pari passu and represent the
major debt instruments in the capital structure. The instruments
are guaranteed by subsidiaries representing at least 80% of
consolidated EBITDA and security includes debentures from UK
subsidiaries.

PRINCIPAL METHODOLOGY

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

Upgrades:

Issuer: Global University Systems Holding B.V.

LT Corporate Family Rating, Upgraded to B2 from B3

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Assignments:

Issuer: Markermeer Finance B.V.

Backed Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Issuer: Global University Systems Holding B.V.

Outlook, Changed To Stable From Positive

Issuer: Markermeer Finance B.V.

Outlook, Changed To Stable From Positive

CORPORATE PROFILE

GUS is a private higher education provider offering accredited
academic under- and postgraduate degrees, vocational and
professional qualifications and language courses both on campus and
online. GUS is headquartered in the Netherlands but has presence in
12 countries, with over 80,000 students, pro forma for recent
acquisitions. The company also provides marketing, recruitment,
retention and online services to third party higher education
institutions. Founded in 2003 the company is controlled by its
founder Aaron Etingen.

IHS NETHERLANDS: Fitch Affirms B+ LT IDR, Alters Outlook to Neg.
----------------------------------------------------------------
Fitch Ratings revised IHS Netherlands Holdco B.V.'s (IHS
Netherlands) Outlook to Negative from Stable while affirming the
Long-Term Issuer Default Rating at 'B+' and the senior unsecured
rating at 'B+' with a Recovery Rating 'RR4'.

The rating action follow the revision of the Outlook on Nigeria's
Long-Term Foreign-Currency Issuer Default Rating to Negative from
Stable on December 19, 2019. Fitch's assessment of IHS Netherlands'
fundamental credit considerations is unchanged.

KEY RATING DRIVERS

Sovereign Constraint: IHS Netherlands' ratings are constrained by
the Nigerian Country Ceiling, which is aligned with the sovereign's
Long-Term FC IDR. This reflects that the group's operations, and
customers, are wholly based in Nigeria. The Outlook revision
reflects the likely correlation of rating action with further
changes of the sovereign rating - assuming that the Country Ceiling
continues to be aligned with the sovereign IDR. The Outlook on
IHS's National Long-Term Rating remains Stable as Fitch does not
expect this rating to change if the sovereign rating is
downgraded.

Leading Nigerian Tower Operator: IHS Netherlands is the leading
tower company in Nigeria, with 16,495 towers (end-September 2019).
This market position is protected by high barriers to entry, high
switching costs, and the quality of the group's service. Around 68%
of all mobile towers in Nigeria are owned by independent tower
infrastructure operators. The Nigerian market also features high
independent tower company concentration, with IHS Netherlands and
American Tower owning over 88% of the towers held by independent
tower companies. Fitch estimates IHS Netherlands owns 68% of the
towers held by independent tower companies, and 46% of the total
towers in Nigeria.

Strong Demand and Potential Growth: IHS Netherlands is well-placed
to benefit from strong growth potential in Nigerian telecoms. Fitch
expects it to continue growing strongly, as the telecommunications
market in Nigeria is seeing strong demand for mobile services. With
fixed-line population penetration of 0.2% in Nigeria in 2018, 3G
and LTE networks are the main way of providing high-speed broadband
connectivity. Fitch expects mobile operators to densify their
networks to increase capacity as smartphone take-up increases and
as data traffic grows, resulting in growing demand for passive
tower infrastructure over the next five years.

Good 3Q19 results: IHS Netherlands' 9M19 results showed underlying
revenue growth of 11.5%, with a pre-IFRS adjusted EBITDA margin of
60.4%. The group should comfortably hit its 2019 full-year
forecasts, with funds from operations (FFO)- adjusted net leverage
expected to have remained at around 3.0x at end-2019, well within
the leverage threshold for the current 'B+' rating.

FX Exposure: The majority of the group's revenue is linked to the
US dollar. Payments are made in naira, with the US dollar component
converted in to naira for settlement at a fixed conversion rate for
a stated period. The US dollar conversion rate is based on the
Central Bank of Nigeria (CBN) and depending on the contract reset
after a period of three, six or 12 months. These FX resets were
shown to be effective in 2017 when the naira was devalued.

Negative Impact if NAFEX Weakens: Further weakening of the Nigerian
Autonomous Foreign Exchange Rate (NAFEX) relative to the CBN rate
could have a negative impact on the restricted group's financials
as the group reports its financials in the US dollar using the
NAFEX rate. A significant part of the group's EBITDA is linked to
the US dollar as most of the group's operating costs are either
naira-denominated or related to the cost of diesel, where there are
some indexation components. Capex is paid in naira, with elements
linked to the US dollar.

No Notching for Parent Linkage: Despite IHS Netherlands' strategic
importance to parent, IHS Holding Limited, the lack of parental
guarantees for the restricted group's debt and given that IHS
Netherlands operates on a standalone basis, both legal and
operational ties are deemed weak. As such, Fitch does not apply any
notching for parent and subsidiary linkage (PSL). However, Fitch
believes the parent would provide liquidity support to IHS
Netherlands if there is a delay in obtaining US dollars for debt
service at the latter. Its PSL approach could change if there is a
significant change in the parent's dependency on the cash flow of
IHS Netherlands.

DERIVATION SUMMARY

IHS Netherlands' 'B+' rating is constrained by Nigeria's Country
Ceiling, reflecting the challenging macroeconomic operating
environment. IHS Netherlands is well-positioned within the Nigerian
tower market as it commands the number-one position within the
largest telecoms market in Africa. Except for its weaker operating
environment, IHS Netherlands shares some operating and financial
characteristics with its investment-grade international peers, such
as American Tower Corporation (BBB/Stable), Cellnex Telecom S.A.
(BBB-/Stable) and PT Profesional Telekomunikasi Indonesia
(BBB-/Positive).

The Recovery Rating of the debt instruments is capped at 'RR4' and
limited to a 50% rate of recovery due to country considerations.

KEY ASSUMPTIONS

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

  - Low- to mid-single digit revenue growth per year on a pro-forma
basis (for the enlarged group after the combination with INT
Towers) over the next four years, driven by continued demand for
mobile infrastructure, assuming no further devaluation of the
naira;

  - EBITDA margin for the enlarged restricted group to remain
around 59% over the next four years;

  - Capex-to-revenue for the enlarged restricted group declining to
mid-to-high teens percentage in 2022 from around 21% in 2019; and

  - No dividends paid in 2020-2022.

Key Recovery Rating Assumptions

  - The recovery analysis assumes that IHS Netherlands would be
considered a going concern in bankruptcy and that the group would
be reorganised rather than liquidated;
  
  - A 10% administrative claim;

  - The going-concern EBITDA estimate of USD391 million reflects
Fitch's view of a sustainable, post-reorganisation EBITDA level
upon which Fitch bases the valuation of the group;

  - The going-concern EBITDA is 20% below end-2018 pro-forma
pre-IFRS16 EBITDA of the enlarged group (including INT Towers);

  - An enterprise value multiple of 5.5x is used to calculate the
post-reorganisation valuation. IHS Netherland's recovery prospects
for USD1 billion equivalent of senior unsecured debt, comprising an
USD1.3 billion bond, USD500 million equivalent of bank loans and a
revolving credit facility (RCF) facility of USD120 million held at
IHS Holding Limited and assumed fully drawn, are limited to 'RR4'
with a 50% rate of recovery due to country considerations. The
shareholder loans from IHS Group to the operating subsidiaries of
the restricted group have been treated as equity and excluded from
its debt analysis.

RATING SENSITIVITIES

IHS Netherlands

Developments That May, Individually or Collectively, Lead to an
Upgrade

  - Upgrade of the Nigerian sovereign rating, together with
FFO-adjusted net leverage below 5.0x (2018: 2.9x) on a sustained
basis, and FFO fixed charge cover greater than 2.5x (2018: 2.6x).

Developments That May, Individually or Collectively, Lead to
Downgrade

  - FFO-adjusted net leverage above 5.5x on a sustained basis.

  - FFO fixed charge below 2.0x.

  - Weak free cash flow due to limited EBITDA growth, higher capex
and shareholder distributions, or adverse changes to the group's
regulatory or competitive environment.

  - Liquidity risks, including challenges in moving cash out of
Nigeria to IHS Netherlands to service offshore debt.

  - Downgrade of the Nigerian sovereign rating.

Nigeria - Sovereign Rating

The main factors that could lead to a rating downgrade are:

  - Rising risks of disorderly or abrupt adjustment of the exchange
rate under the current policy framework;

  - Failure to achieve a sustainable fiscal consolidation, leading
to a marked rise in the ratios of government debt and interest
payments to fiscal revenues; and

  - Worsening of the political and security environment that
significantly disrupts oil production or economic activity for a
prolonged period.

The main factors that could lead to the Outlook being revised to
Stable:

  - Stronger external finances, for example from exchange-rate
regime reform or stronger external liquidity buffers;

  - Credible path to smaller fiscal deficits from stronger
mobilisation of domestic non-oil revenues and improved public
finance management; and

  - Stronger growth outlook, for example due to progress on the
implementation of structural reforms and macroeconomic policy
adjustments.

LIQUIDITY AND DEBT STRUCTURE

Initial Liquidity Limited: Fitch estimates that post-enlargement
and refinancing in September and October, IHS Netherlands will have
around USD50 million-equivalent of cash in Nigeria. Fitch expects
cash balances to rise in the next 12 months as the business
generates strong free cash flow. Over time, Fitch would expect cash
in US dollars to be up-streamed out of the Nigerian operating
subsidiaries to IHS Netherlands or ultimately to the parent
company.

The new debt structure does not have upcoming debt payments over
the next 24 months. The new US dollar and naira credit facilities
have an amortising profile but only after a two-year grace period.
IHS Group has a USD120 million undrawn revolving credit facility
guaranteed by IHS Netherlands. Furthermore, the Nigerian operations
form a vital part of the IHS Group, strengthening its view that the
parent will support the Nigerian entities' liquidity in case it has
difficulties remitting money out of Nigeria.

ESG CONSIDERATIONS

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



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

ASTON MARTIN: Needs GBP500-Mil. Cash Injection Within Weeks
-----------------------------------------------------------
Alan Tovey at The Telegraph reports that Aston Martin needs a
GBP500 million cash injection within weeks to stabilize the
embattled luxury car maker.

The prediction was made by analysts at Redburn and follows talks
the company is understood to have held with several foreign
potential investors, The Telegraph relates.

Falling sales and profits combined with the expense of launching
the DBX, the company's first SUV, have put intense pressure on
Aston's finances, with its almost GBP900 million debt pile leading
some to think the business is close to breaching its banking
covenants, The Telegraph discloses.

Chinese electric car battery maker CATL is the latest in a series
of groups to have held discussions with Aston about an investment
to prop up its finances, The Telegraph relays, citing reports.

Fellow Chinese automotive group Geely -- which owns Lotus, black
cab maker LEVC, Volvo and Lynk & Co -- is also said to have held
similar discussions, The Telegraph states.

Canadian billionaire and Formula 1 racing fan Lawrence Stroll is
also thought to be mulling a GBP200 million investment that would
give him a 20% stake in Aston, according to The Telegraph.

Mr. Stroll, who made his fortune in fashion with brands including
Pierre Cardin and Ralph Lauren and owns the Racing Point F1 team
where his son Lance is a driver, is reported to be in "advanced"
talks with Aston and the closest of the three groups to a deal, The
Telegraph notes.

In September Aston raised US$150 million (GBP121 million) with a
bond issue but paid a heavy price for the new money, having to
offer 12% interest, The Telegraph recounts.


AVON INT'L: Fitch Affirms B+ LT IDR, Outlook Positive
-----------------------------------------------------
Fitch Ratings affirmed Avon Products, Inc.'s Long-Term Issuer
Default Rating at 'B+', and its unsecured notes at 'B'/'RR5'. In a
related move, Fitch has affirmed the 'B+' LT IDR of Avon
International Operations, Inc., and its 'BB+' secured bond due in
2022, in addition to Avon International Capital PLC's 'BB+' secured
bond due in 2022. The recovery ratings of RR1 have been removed
from both secured bonds due in 2022. Fitch has assigned a Positive
Rating Outlook to Avon and its subsidiaries and removed them from
Rating Watch Positive.

These rating actions follow an announcement on Jan. 3, 2019, that
the acquisition of Avon by Natura&Co Holding S.A (Natura&Co) was
completed. This transaction involved an all-share merger of Natura
Cosmeticos S.A. and Avon into a new holding company, Natura& Co,
which owns 100% of the shares of both Avon and Natura. There was a
cash disbursement of USD91 million by Natura&Co as part of the
transaction that related to accrued dividends of the class C
preferred share in Avon. Natura and Avon remain separate legal
entities that are wholly owned by Natura&Co and there are no cross
guarantees between their debt obligations. Natura's former
shareholders have 73% of the voting shares in Natura&Co, while
Avon's former shareholders have the remaining 27%.

The Positive Outlook for Avon and its subsidiaries reflects Fitch's
expectation that the credit quality of Natura and Avon will migrate
to around 'BB-' during the next 12 to 24 months, as debt at both
entities will likely be replaced by debt at the holding company,
Natura&Co, with upstream guarantees from both entities.

Avon, as part of Natura&Co, will benefit from being part of a
company with a larger product portfolio and broader geographic
presences due to the strong presence in Brazil and throughout Asia
and Europe of its sister company, Natura Cosmeticos S.A.. Brazil
will be the backbone of Natura&Co, accounting for an estimated 45%
of its EBITDA.

Annual synergies from the combination of both companies have been
estimated by the company to be between USD200 million and USD300
million. These consist of savings related to product sourcing,
manufacturing, administrative and overhead. Savings from the
synergies obtained will need to be reinvested to improve the
companies' competitive positions within the highly competitive
global beauty sector. Natura and Avon both have high exposure to
the decline in direct sales.

Execution risk remains a concern. Natura is still working on the
turnaround of The Body Shop (TBS), a EUR1 billion debt-funded
acquisition completed in late 2017. Like TBS, Avon is a very large
and complex global company with declining reps/volumes.

The ratings were withdrawn with the following reason Reorganization
Of Rated Entity

KEY RATING DRIVERS

Ratings Migration: Avon and Natura are separate legal entities that
are both wholly owned by Natura&Co. The bonds of both companies
have been issued by different legal entities that are domiciled in
different countries. Fitch expects the debt of both entities to be
replaced by debt at the holding company, Natura&Co, within the next
couple of years that would likely include intra-group and
cross-guarantee structures. The ratings of both issuers would
likely migrate to the same level if this occurs.

Increased Scale: The acquisition significantly increases
Natura&Co's business scale (pro forma revenues around USD9 billion
- fourth largest pure beauty company globally), enhances the
company's consultant base to 4.15 million reps (net overlapping)
and amplifies its product portfolio and market presence in Latin
America. The combined entity will benefit from up-sell
opportunities in terms of channel and value proposition. The
company has announced around USD200 million to USD300 million of
potential synergies to be captured mainly in Brazil and Latin
America, as it leverages its manufacturing and distribution
capabilities.

Challenging Industry Dynamics: The CF&T industry is attractive due
to its resilience throughout economic cycles. Nevertheless, there
is a new business dynamic in the market, which is bringing more
volatility to results and altering traditional business models that
are being disrupted by new marketing and retail channels. With the
channel shifting toward e-commerce and specialty stores,
traditional consumer companies are facing intense competition from
multi-national beauty giants that have implemented omni-channel
strategies, as well as smaller, nimbler, fast-growing companies.

Elevated Execution Risks: To compete against this challenging
backdrop, Natura&Co will have to maintain a strong pipeline of
innovation to compete in the fast-changing beauty trends and
digitalize to engage more directly with end consumers during the
integration of Avon and Natura. These challenges will be compounded
by the challenges of integrating Avon's global operations outside
of Latin America (61% of Avon's revenues), which have been
pressured by declining active representatives and sales volumes in
complex markets such as Russia. This transaction closely follows
Natura's acquisition of TBS. Unlike Avon and Natura, TBS primarily
operates through retail stores.

Challenge to Improve Avon's Results: Avon's business has been under
pressure over the last years as a result of persistent decline in
volumes and reps, in addition to FX volatilities. During the first
nine months of 2019, units sold declined 14%, mostly in Brazil and
Russia. The company has been showing improvements in terms of
price/mix, but FX volatilities continue to pressure profitability.
The potential of better business segmentation may soften the
aggressive competition seen recently in terms of the main players
seeking to gain pocket share within the sales reps. Excluding
expenses related to restructuring initiatives and other expenses,
mainly related to Natura's transaction, Avon's EBITDA margin
declined to 6.6% in 2018 from an average of around 8.7% between
2015 and 2017. Through the first nine months of 2019 its margins
have exceeded 8%.

Expanded Geographic Presence: The merger of Avon and Natura under a
new holding company, Natura&Co, will make Avon part of a larger
group with improved geographic diversification. During 2018, Brazil
accounted for 23% of Avon's revenues, while Mexico (10%), Russia
(7%), Argentina (5%), the Philippines (5%) and the UK (5%) were the
next most important markets. In contrast, Brazil represents about
50% of Natura's sales in 2018. On a pro forma basis, Avon will
represent approximately 60% of revenues of Natura&Co and 40% of its
EBITDA.

Manageable Refinancing: The combined entity, Natura&Co, will have
to seek long-term funding to avoid higher refinancing risks by
2021‒2023 as it has about USD2.2 billion of bonds coming due by
2023. Natura does not face major refinancing risk until 2023 when a
USD750 million unsecured bond matures. Avon has USD900 million of
secured bonds that mature in 2022 and an approximately USD500
million of unsecured debt due in 2023. Fitch expects Natura&Co to
be proactive in the medium term on this liability management to
avoid rating pressure due to increasing refinancing risks.

DERIVATION SUMMARY

Avon's 'B+'/Positive ratings reflect Fitch's expectation that the
ratings of Natura and Avon will gravitate over time to the same
level as the parent company for both entities, Natura&Co,
gravitates debt from these entities to the holding company.

In terms of comparable companies, Fitch rates Anastasia
Intermediate Holdings, LLC (ABH) 'B'/Negative. ABH's ratings
considers the company's narrow product and brand profile, and risk
that continued beauty industry market share shifts could further
weaken the company's projected growth through the risk of new
entrants and brand extensions from existing large players. In
Brazil, Natura also faces strong competition from local player, O
Boticario, which presents a stronger financial profile and solid
business profile, supported mainly by its strong brand and
bricks-and-mortar franchise chain.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within the Rating Case for the Issuer

  -- Low single-digit growth in volumes;

  -- Consolidated EBITDA margins moving around 15%‒16%, excluding
Avon and around 10%‒12% with Avon;

  -- Dividend payouts of 30%;

  -- Natura to maintain its proactive approach on refinancing its
local debt avoiding refinancing risks.

RATING SENSITIVITIES

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

  -- Increased legal linkage between the debt obligations of
Natura, Avon and Natura&Co;

  -- The refinancing of debt at Avon and Natura to the holding
company, Natura&Co;

  -- Net adjusted debt/EBITDAR ratio below 3.0x on a consistent
basis for Avon as well as Natura&Co.

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

  -- Continued weak legal linkage between Avon and Natura and a
deterioration in Avon's standalone credit profile;

  -- EBITDA margins declining to below 6% for Avon and 8% for
Natura&Co on a recurrent basis;

  -- Net adjusted leverage above 4.5x by 2020 for Avon and
Natura&Co and/or diminished prospects of falling to 4.0x by 2021;

  -- Competitive pressures leading to severe loss in market-share
for either Natura or Avon; or a significant deterioration in
Natura's brands' reputations.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Avon had USD564 million of cash, USD116 million
of short term debt, and USD1.6 billion of long-term debt as of
Sept. 30, 2019. Avon's major debt maturities are USD900 million due
2022 (USD500 million and USD400 million of senior secured bonds)
and USD460 million of unsecured bonds due 2023. The remaining
outstanding bond amounts to USD244 million is due in 2043.

ESG CONSIDERATIONS

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

BEALES: At Risk of Administration, Some 1,000 Jobs at Risk
----------------------------------------------------------
Scott Reid at The Scotsman reports that Beales, the department
store chain with a store in Perth, has warned that it may still
fall into administration if it fails to secure a rescue deal, with
some 1,000 jobs at risk.

According to The Scotsman, the Bournemouth-headquartered retailer
is understood to be hopeful that a deal can be secured, but could
still be forced to bring in administrators.

Last month, Beales hired advisers at KPMG to lead a strategic
review in order to find a profitable future for the business, The
Scotsman relates.

The company is understood to be in talks with landlords over rent
reductions and it has been reported that the firm has also spoken
with two potential buyers -- a venture capital investor and a rival
retail business, The Scotsman discloses.

Beales, which was founded in 1881 by John Elmes Beale, employs
about 1,000 staff and another 300 in concessions across its 22
stores.  It was sold in a management buy-out to group chief
executive Anthony Brown in October 2018, The Scotsman recounts.


DEBENHAMS PLC: In Talks with Aviva Over Pension Scheme Buyout
-------------------------------------------------------------
Coast FM, citing Sky News, reports that Debenhams is in advanced
talks with Aviva about a buyout of its executive pension scheme,
which is understood to hold just over GBP200 million of assets.

According to Coast FM, the agreement, which could be struck within
weeks, would come as the ailing retailer brings the shutters down
on dozens of loss-making stores around the country.

In Debenhams' case, a deal could be contentious because the larger
scheme, covering the majority of its workforce, will not be
included, Coast FM states.

Sources said the trustees of the main Debenhams Retirement Scheme
were aiming to secure a deal in the longer term with a
consolidation vehicle such as the Pension Superfund or Clara
Pensions, Coast FM relates.

The precise sizes and funding positions of the two schemes were
unclear, although the larger plan is understood to have a
substantial deficit, Coast FM notes.

It was unclear whether Aviva was formally in exclusive talks about
a buyout of the Debenhams Executive Retirement Scheme, Coast FM
says.

Debenhams, which is now privately owned after a 15-year stint as a
stock market-listed business, has endured a torrid period in which
its trading performance deteriorated and it was forced into a brief
spell in administration, Coast FM recounts.

The retailer's most recent annual report, published in 2018,
disclosed that the executive pension scheme was fully funded at its
last actuarial valuation in 2017, according to Coast FM.

Debenhams agreed in 2017 to make annual contributions of GBP5
million into the pension schemes until March 2022, Coast FM
relays.

That funding plan replaced an agreement under which it had agreed
to contribute GBP9.5 million-a-year to the schemes, Coast FM
states.

For Debenhams, the next few months are likely to determine whether
it can survive in the medium term, according to Coast FM.

Mark Gifford, Debenham's chairman, and the chain's chief executive,
Stefaan Vansteenkiste, are now focused on delivering a turnaround
plan that involves closing approximately 50 stores with the loss of
thousands of jobs, Coast FM relates.


EUROHOME UK 2007-1: Fitch Upgrades Class B2 Debt to BB+sf
---------------------------------------------------------
Fitch Ratings upgraded Eurohome UK Mortgages 2007-1 plc and
Eurohome UK Mortgages 2007-1 2007-2 plc:

RATING ACTIONS

Eurohome UK Mortgages 2007-1 plc

Class A XS0290416527;  LT AAAsf Upgrade;  previously at AAsf

Class B1 XS0290420396; LT BBB-sf Upgrade; previously at B+sf

Class B2 XS0290420982; LT BB+sf Upgrade;  previously at Bsf

Class M1 XS0290417418; LT AAsf Upgrade;   previously at Asf

Class M2 XS0290419380; LT Asf Upgrade;    previously at BBB-sf

Eurohome UK Mortgages 2007-2 plc

Class A2 XS0311691272; LT AAAsf Upgrade; previously at AA-sf

Class A3 XS0311693484; LT AAAsf Upgrade; previously at AA-sf

Class B1 XS0311695778; LT BBBsf Upgrade; previously at Bsf

Class B2 XS0311697394; LT BBsf Upgrade;  previously at Bsf

Class M1 XS0311694029; LT AA+sf Upgrade; previously at A-sf

Class M2 XS0311695182; LT A+sf Upgrade;  previously at BBB-sf

TRANSACTION SUMMARY

The Eurohome UK transactions are securitisations of non-conforming
residential mortgages originated in the UK by DB UK Bank (DB UK)
between 2006 and 2007 under the "db mortgages" brand. DB UK was
established in early 2006 and is a wholly owned subsidiary of
Deutsche Bank (DB). DB UK was the UK arm of DB's global mortgage
lending platform and ceased originating in 2007.

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 EHM1 and EHM2
portfolios comprise 36.8% and 67.9% of owner-occupied loans and
63.2% and 32.1% of buy-to-let (BTL) loans, respectively. Fitch
analysed the two sub-pools under the new criteria using Fitch's
non-conforming and BTL assumptions. The upgrades mainly result from
the reduction of the non-conforming sub-pool's weighted-average
foreclosure frequency after applying the performance adjustment
factor and reduction of the Fitch calculated sustainable
loan-to-value ratio.

Robust Transaction Structure

Both transactions continue to amortise sequentially following
breaches of pro-rata loss triggers and a similar trigger breach on
the reserve funds, leading to significant increases in credit
enhancement (CE). CE for EHM1's class A notes stands at 44.1%,
while EHM2's class A2 and A3 notes CE is t 82.7% and 53.5%,
respectively. This CE build-up continues to provide additional
protection from potential losses on the portfolio.

The combination of sequential amortisation and a non-amortising
reserve fund for both transactions has led to a substantial
build-up in CE available to the notes along the capital structure.
The transactions also benefit from non-amortising liquidity
facilities, which covers senior fees and interest shortfalls on all
classes, subject to lock-out provisions for the class M1 and M2
notes (if their principal deficiency ledger (PDL) is debited for
more than 20% of the then outstanding principal on these tranches)
and the class B1 and B2 notes (PDL lock-out set at 50% of their
outstanding principal). Fitch does not expect the triggers to be
breached due to the stable transaction performance.

Asset Performance within Expectations

The levels of arrears for both transactions are at their lowest
levels post crisis and are in line with the performance of other
non-conforming UK transactions with similar vintages. The late
stage arrears remain in line with the previous year's review, with
loans that are three months or more in arrears about 4.0% of the
current pool balance for EHM1 and around 9.7% for EHM2, as of 3Q19.
The prolonged low interest rate environment combined with a stable
economic environment in the UK, has supported borrower
affordability post crisis. Fitch expects the transactions'
performance to continue in short to medium term.

RATING SENSITIVITIES

Adverse macroeconomic performance could impact the asset
performance and lead to a compression in excess spread (especially
as the transaction deleverages). Should arrears and defaults exceed
Fitch's current stresses, the agency may take negative rating
action. Moreover, the pool is exposed to the risk that the
interest-only loans in the pool will not be able to repay the
bullet principal payment at maturity.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

FLYBE: In Crunch Talks with Government, At Risk of Collapse
-----------------------------------------------------------
Simon Foy at The Telegraph reports that Flybe has declined to
confirm reports that it is in crunch talks with the Government for
emergency cash and is in danger of collapse.  

According to The Telegraph, the airline, which was rescued by a
Virgin Atlantic-led consortium less than a year ago, has reportedly
been holding crisis talks with the departments for Business and
Transport about providing emergency financing.

Accountancy firm EY is on standby to handle any potential
administration amid mounting losses at the airline, Sky News
reported, putting more than 2,000 jobs at risk, The Telegraph
relates.

All flights continue to operate as normal, The Telegraph notes.

A spokeswoman, as cited by The Telegraph, said: "Flybe continues to
focus on providing great service and connectivity for our
customers, to ensure that they can continue to travel as planned.
We don't comment on rumor or speculation."


LOIRE UK 3: Fitch Assigns B+(EXP) LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings assigned UK-based global life sciences tools and
services provider Loire UK MidCo 3 Limited a first-time expected
Long-Term Issuer Default Rating of 'B+(EXP)' with a Stable Outlook.
It has also assigned a debt instrument rating of
'BB-(EXP)'/'RR3'/52% to the senior secured debt to be issued by
Loire Finco S.a.r.l.

The assignment of the final ratings is subject to the completion of
LGC Group's proposed recapitalisation on terms materially
conforming to the information shared with Fitch during the rating
process.

The 'B+(EXP)' reflects a defensive business risk profile balanced
with high leverage and a modest scale. The rating is underpinned by
structural organic growth prospects for the life-science and
healthcare industries, high barriers-to-entry, as well as strong
profitability and free cash flow (FCF) generation. The IDR,
however, is constrained by the still modest size of LGC Group, its
significant financial leverage as well as its assumption that LGC
Group will continue to be an active consolidator in the fragmented
global life sciences tools markets, which is likely to delay
deleveraging.

The Stable Outlook reflects its expectation of steady underlying
operations, driven by sustainably organic revenue growth
underpinning the launch of new product lines, acquired revenues and
cash flow-based deleveraging.

KEY RATING DRIVERS

Defensive Business Risk Profile: Its rating recognises LGC Group's
strong position in the structurally growing routine and specialist
life-science and health care-testing markets, which are
characterised by long-standing and embedded customer relationships.
Fitch views these strong and diverse customer relationships, the
critical contribution of LGC Group products to its client workflow,
and the group's focus on and reputation for quality as significant
barriers to entry that underpin its robust business model.

Strong Profitable Growth and FCF: The strong traits of LGC Group's
business profile have translated into sector-leading organic
revenue growth of close to 10%, stemming from both positive volume
and price effects. Its rating case forecasts EBITDA margins
trending towards 33.5%, which will translate into a FCF margin
towards 15% by 2023, despite high capex assumed at around 6.5% of
sales for growth and product quality.

Leverage and Size a Constraint: Despite its growth LGC Group
remains small, particularly relative to US sector peers. Fitch
estimates funds from operations (FFO) adjusted gross leverage of
7.5x, which in isolation would point towards a lower rating in the
'B' rating category. Its high financial leverage is, however,
mitigated by the defensive business profile and satisfactory FCF
generation. Its projected improvement in FCF margins towards 15% by
2023 provides some financial flexibility for the group's
acquisition growth strategy. Its rating case assumes FFO adjusted
gross leverage to fall below 6.0x by 2023, which anchors its Stable
Outlook.

Moderate Execution Risks: Fitch believes that LGC Group will
continue its acquisitive strategy as this is central to value
creation, particularly from the sponsors' perspective. Its view of
moderate execution risks reflects the broad scope of potential
acquisitions, and subsequent integration, and reflects LGC Group's
positive track record as a consolidator in the fragmented
industry.

Positive Sector Fundamentals: Fitch views LGC Group as firmly
positioned to capture favourable growth in life-science,
healthcare, and measurement sciences, driven by rising volumes and
innovation and supported by stricter regulatory requirements around
testing in a growing number of applications. LGC Group has
exhibited a long-term sticky customer base, as reflected in
recurring revenue of around 95% and is supported by its reputation
for premium quality and strong scientific credentials. High
barriers to entry in core niche markets, due to regulatory
approval, and the critical non-discretionary nature of its products
contribute to visibility over customer retention and revenue.

DERIVATION SUMMARY

Fitch rates LGC Group using its medical products navigator
framework. Its rating is constrained by the group's size and
financial leverage, particularly relative to that of larger US
peers in the life sciences and diagnostics sectors. These US peers
are generally rated within the 'BBB' rating category, including
Bio-Rad Laboratories Inc. (BBB/Stable), Thermo Fisher Scientific
Inc. (BBB/Stable), PerkinElmer Inc. (BBB/Negative) and Agilent
Technologies Inc. (BBB+/Stable). In its peer analysis, LGC Group
demonstrates a similar EBITDAR margin in the high 20% range to some
of the larger peers with similar FCF generation, reflecting its
strong business model rooted in niche positions that are
underpinned by scientific excellence. In addition, LGC Group
demonstrates still good organic growth, supplemented by
consolidation opportunities in the fragmented global life-sciences
tools market.

LGC Group's defensive business risk attributes and smaller scale
are offset by higher leverage versus the mentioned peers', which
places the group's rating in the 'B' rating category. Its financial
risk profile is more comparable to European healthcare leveraged
finance issuers such as Synlab Bondco PLC (B/Stable) and Curium
Bidco S.a.r.l (B+/Stable). All three share a defensive business
risk profile and deploy financial leverage to accelerate growth in
a consolidating European market.

KEY ASSUMPTIONS

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

  - Revenue growth at 13% CAGR for 2019-2024, driven by organic and
acquired revenues. Organic growth at 10% CAGR for the same period,
in line with historical trends.

  - EBITDA margin to increase 370bp to 33.5% by 2024, driven by
gross margin improvement, greater cost efficiency and
earnings-accretive bolt-on acquisitions.

  - Working capital to remain stable at 2% of sales p.a. up to
2024

  - Capex on average 6.5% of sales p.a., of which maintenance capex
is to remain stable at 1.5% of sales p.a. up to 2024, in line with
historical trend. Acquisition capex assumed at GBP240 million in
2021 with bolt-on acquisitions of GBP60 million p.a. after 2021.

Recovery assumptions:

Fitch estimates under its bespoke recovery analysis that a
going-concern approach will lead to higher recoveries for creditors
relative to liquidation, given the group's long-term proven robust
business model, long-term relationship with customers and
suppliers, and existing barriers to entry in the market. Its
going-concern value is estimated at around GBP662 million, assuming
a post-reorganisation EBITDA of about GBP113 million after applying
a 25% discount to its expected EBITDA for 2020 with a distressed
enterprise value (EV)/EBITDA multiple of 6.5x, reflecting its
premium market position and sound reputation.

Fitch assumes LGC Group's multi-currency revolving credit facility
(RCF) would be fully drawn in a restructuring scenario ranking pari
passu with the rest of the senior secured debt. Its waterfall
analysis generates a ranked recovery for senior secured creditors
in the 'RR3' band, indicating a 'BB-' instrument rating, one notch
above the IDR. The waterfall analysis output percentage on current
metrics and assumptions is 52%.

RATING SENSITIVITIES

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

  - FFO adjusted gross leverage below 5x on sustained basis.

  - FFO fixed charge coverage above 3x on sustained basis.

  - Superior EBITDA margins remaining above 30% and successful
integration of accretive M&A.

  - Greater global scale and higher diversification without
adversely impacting brand reputation.

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

  - FFO adjusted gross leverage above 7x on sustained basis.

  - FFO fixed charge cover below 2.5x.

  - Lower organic growth due to market deterioration or
reputational issues resulting in market share loss.

  - EBITDA margins trending towards 25%.

  - Aggressive M&A activity hampering profitability, deleveraging
and liquidity profile.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: LGC Group has a comfortable liquidity profile
under its rating case based on GBP35 million cash post-financing
and its capacity for building up cash on balance sheet between
GBP10 million and GBP70 million p.a. over the next four years after
assuming moderate M&A activity. It has a fully available revolving
credit facility of GBP265 million for general corporate purposes,
which Fitch assumes undrawn under its rating case projections. FFO
fixed charge cover ratio under its rating case is expected at 2.6x
in 2020, trending towards 3.6x by 2022 and 4.5x by 2024. Its
liquidity buffer remains comfortable for ongoing business
operations, including intra-year working capital swings of around
GBP20 million.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch restricts GBP13 million of cash as not being available for
debt service due to ongoing operating needs.

Fitch adjusts operating leases by applying an 8x capitalisation
multiple to annual rents.

ESG CONSIDERATIONS

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

LOIRE UK 3: Moody's Assigns B3 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to Loire UK Midco 3 Limited, a
holding company recently established by a consortium led by Astorg
and Cinven to acquire LGC Limited and its subsidiaries, a life
science tools group. Moody's has concurrently assigned B3 ratings
to LGC's senior secured facilities, including the GBP265 million
revolving credit facility due 2026, and the GBP 1,042 million
equivalent Term Loan B due 2027, all issued by Loire Finco
Luxembourg S.a.r.l., a directly wholly-owned subsidiary of Midco.
The outlook on both entities is stable.

Moody's has also withdrawn the B3 CFR, B3-PD PDR and stable outlook
of Elwy 3 Limited, the former parent of LGC.

The rating action reflects the following interrelated drivers:

  - The company's leverage is high at 7.3x, as measured by
Moody's-adjusted debt/EBITDA as of the last 12 months ended
September 30, 2019, pro-forma for the acquisitions completed during
the previous 12 months;

  - Moody's expectation that LGC is unlikely to decrease leverage
materially over the medium term because of its continued
acquisition strategy and associated integration costs;

  - LGC's solid market positioning in its core segments, which are
underpinned by strong market fundamentals;

  - The company's solid underlying free cash flow generation,
notwithstanding Moody's expectations that LGC's reported free cash
generation will remain modest because of acquisition/integration
costs and capital spending.

RATINGS RATIONALE

LGC's B3 CFR reflects the group's (1) high pro forma leverage of
7.3x as measured by Moody's-adjusted debt/EBITDA as of the last 12
months ended September 30, 2019, pro-forma for the acquisitions
completed during the previous 12 months; (2) acquisitive growth
strategy, which may keep leverage elevated; (3) relatively small
scale in terms of revenue (4) competitive and fragmented nature of
its end markets; and (5) Moody's expectation of modest free cash
flow generation after acquisition related costs.

Conversely, the rating is supported by LGC's: (1) strong albeit
niche market position in Standards and Genomics supported by high
barriers to entry and a large proportion of recurrent revenues; (2)
diversified customer base with an average relationship length of 10
years; (3) good profitability, as measured by pro forma
Moody's-adjusted EBITDA margin, of around 30%; and (4) the
high-single-digit revenue growth rate expected on average in LGC's
underlying markets.

Social and governance factors are important elements of LGC's
credit profile. LGC's ratings factor in its private equity
ownership, its financial policy, which is tolerant of high
leverage, and its history of pursuing debt-funded growth. At the
same time, the group has a stable management team, well-defined
acquisition strategy and good track record of successfully
integrating acquisitions. The group's tolerance for leverage is
further evidenced by the presence of the PIK note held outside the
restricted group, that although not factored into Moody's leverage
calculations, is part of the group's capital structure.

Medical products and devices is one of the sectors identified in
Moody's social heat map as subject to moderate social risks,
largely driven by demographic trends and product safety and
labelling risks. The rating agency expects both factors to benefit
LGC, increasing demand for its products. Conversely, the continued
access to a highly skilled workforce is one of the more significant
challenges that LGC faces in the future, and one that could
potentially impact operating margin growth. LGC's reputation as a
trusted provider is critical to its success and any decline in its
standing, through poor quality of testing or weakness in its
control environment could have a material effect in its credit
profile.

OUTLOOK RATIONALE

The stable outlook reflects Moody's expectations that the group's
strong operating performance will continue and that new
acquisitions will not lead to a material increase in
Moody's-adjusted debt/EBITDA and will be successfully integrated
into the group. The outlook also assumes that liquidity will remain
adequate with satisfactory interest cover.

FACTORS THAT COULD LEAD TO AN UPGRADE

Upward pressure on the rating could occur if leverage, as measured
by Moody's-adjusted debt/EBITDA, were to decrease below 6.5x, and
FCF/debt will increase towards 5%, for a sustained period of time

FACTORS THAT COULD LEAD TO A DOWNGRADE

A downgrade could occur in the event of:

  -- Negative free cash flow;

  -- Inability to grow EBITDA sustainably and/or reduce leverage

  -- Deterioration in the liquidity profile;

  -- Loss of major accreditations or clients leading to revenue
declines.

LIQUIDITY

Pro-forma for the transaction, LGC's liquidity is good: the group
is expected to have GBP35 million cash balances available post
completion and a sizeable GBP265 million RCF which will be undrawn
at closing. Moody's expects ample availability under the RCF as the
springing covenant will be set with 40% headroom.

STRUCTURAL CONSIDERATIONS

The B3 ratings of the senior secured facilities (TLB and RCF)
borrowed by Loire Finco Luxembourg S.a.r.l., a wholly owned
subsidiary of Loire UK Midco 3 Limited, are in line with the B3 CFR
given the all-senior capital structure.

The B3-PD probability of default rating (PDR) is in line with the
B3 CFR, which reflects Moody's typical 50% corporate family rating
recovery assumption for all senior capital structures.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

CORPORATE PROFILE

LGC, headquartered in Teddington, UK, provides mission critical
analytical testing products and services to a wide range of
end-markets including molecular and clinical diagnostics, pharma
and biotech, food, agricultural biotech and environmental
industries. LGC is the UK designated National Measurement Institute
for chemical and bioanalytical measurement. It is also the host
organisation for the UK's Government Chemist function. The group
has been recently acquired by a consortium led by Astorg and
Cinven.

LOIRE UK 3: S&P Assigns Preliminary 'B' ICR, Outlook Negative
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer credit
rating to Loire UK Midco 3 Ltd. and the group's financing company
Loire Finco Luxembourg S.a.r.l. and its preliminary 'B' issue and
'3' recovery ratings to the group's proposed senior secured
facilities, comprising the GBP1,042 million first-Lien term loan
and the GBP265 million RCF.

LGC has a leading position in several specialized life science
tools and it also exhibits strong market positions in the genomics
segment. This leads to high revenue visibility, with about 95% of
the group's revenue in a given year recurring in nature. As a
result, LGC demonstrated total revenue growth of about 17% in
fiscal 2019 (ended March 31, 2019) and S&P continues to forecast
robust organic growth in 2020 and 2021 of about 6% per year,
further bolstered by continuous M&A activities.

The life science tools sector remains fragmented and LGC is
relatively small compared with some of the large players in the
space, but it has implemented a highly active M&A strategy in
recent years. Despite the potential for execution risk, the company
has demonstrated a sound track record of integrating acquired
entities and maintained relatively strong operating margins before
transaction and integration/restructuring costs. S&P expects a
strengthening in EBITDA margins to 25%-29% in 2020-2021 from about
23% in 2019, with M&A-related and restructuring costs remaining
controlled given management's experience in integrating acquired
companies.

LGC's high share of fixed costs and its concentrated exposure to
the life science testing and certification industry constrain our
assessment of the business risk profile. The required higher
qualification of LGC's technical staff somewhat reduces its
capacity to flex its cost structure if demand were to drop
suddenly. However, the company's concentrated exposure is mitigated
by its satisfactory geographical and end-market diversification,
with no material customer concentration risk. Across both LGC's
standards and genomics divisions, the largest 10 customers
represent approximately 15% of pro forma fiscal 2019 revenue. The
expected geographical split in terms of revenue is about 8% for
China, 6% for Asia-Pacific, 42% for Europe, Middle East, and
Africa, and 44% for the Americas.

S&P said, "We expect the transaction to increase LGC's leverage
compared with the previous capital structure. New owners Cinven and
Astorg are replacing the previous first- and second-lien term loans
with a new, upsized first-lien term loan of roughly equivalent
size, bolstered by a significant RCF of about GBP265 million.
However, the new capital structure includes a 10-year PIK facility
of about GBP500 million, extended by previous shareholders and
other external investors, which we consider as debt, but does not
weigh on cash flows. As a result, we estimate that the group's
adjusted debt in fiscal 2020 will be about GBP1.6 billion. This
will comprise GBP1,042 million of new senior secured term loans,
about GBP500 million of PIK debt; and about GBP40 million relating
to the noncancellable portion of future operating leases. Given
that we expect the group to generate adjusted EBITDA of about
GBP126 million in fiscal 2020 (including M&A integration costs,
which we view as recurring), our expectation that adjusted debt to
EBITDA will be in excess of 12x would place LGC among the most
highly leveraged service providers that we rate.

"Nevertheless, we consider the lower cash-interest burden and free
operating cash flow (FOCF) generation will support the rating over
the next two years. Indeed, the new capital structure will lower
the cash-interest burden on the group by GBP6 million-GBP8 million
per year compared with the previous structure, resulting in our
expectation of funds from operations (FFO) cash interest coverage
in excess of 2.5x, and FOCF of about GBP20 million per year. This
is consistent with a 'B' rating given our view of LGC's business
risk profile. We note, however, that the potential effect of a
macro slowdown (despite limited direct correlation to industrial
cycles in the business), alongside the group's aggressive M&A
strategy, limit our expectations for deleveraging, and introduce
additional risk to our interest coverage and FOCF forecasts, hence
our negative outlook on the rating.

"The negative outlook reflects our view that, while we expect LGC
will generate healthy levels of organic growth and cash generation
(absent significant integration costs), the group's aggressive M&A
strategy is unlikely to result in material deleveraging below 12x.
This results in the risk that weaker-than-expected growth could
result in cash flow and coverage metrics that would be consistent
with a lower rating.

"We would revise the outlook to stable if the company continues to
increase organic revenue, successfully integrates acquisitions, and
reduces integration costs such that FOCF to debt reaches 5% on a
sustained basis.

"We could take a negative rating action if the group underperformed
our organic growth expectations, while maintaining its aggressive
M&A policies, such that we expected FFO cash interest coverage to
fall below 2x or FOCF to be negative for a sustained period.
Material debt-financed acquisitions, with cash-pay debt increasing
to an unsustainable level, could also lead us to consider a
downgrade."


WARRENS: Suppliers, Landlords Back Company Voluntary Arrangement
----------------------------------------------------------------
British Baker reports that Warrens said its suppliers and landlords
had voted overwhelmingly in favor of a CVA, based on the company's
growth strategy, financial forecasts and long-term relationships.

According to British Baker, the move follows the announcement of a
major restructure by the business, which made a loss of almost GBP1
million in its last reported financial year.

Since the announcement, it has shut 22 company-managed shops and
closed its factory in St. Just, stating it was no longer
economically viable, British Baker relates.  Its workforce has
fallen from 500 to around 350 under the plans, British Baker
notes.

Warren continues to operate 44 managed shops, and said it was
committed to profitable manufacturing at its factory in Callington,
British Baker discloses.




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

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