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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 21, 2020, Vol. 21, No. 15

                           Headlines



A Z E R B A I J A N

AZERBAIJAN: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable


C Z E C H   R E P U B L I C

RESIDOMO SRO: Moody's Reviews Ba3 CFR for Upgrade


F R A N C E

FRENCH PARENTCO: S&P Assigns 'B' LongTerm Issuer Credit Rating


I C E L A N D

ICELAND VLNCO: Moody's Alters Outlook on B2 CFR to Negative


I T A L Y

PALLADIUM SECURITIES 1: DBRS Confirms BB(high) on Series 147 Notes


L U X E M B O U R G

CPI PROPERTY: S&P Rates Sub. Singapore Dollar Hybrid Bond 'BB+'
NEPTUNE HOLDCO: Moody's Assigns B3 CFR, Outlook Stable


N E T H E R L A N D S

EUROSAIL-NL 2007-1: S&P Raises Class E1 Notes Rating to 'B(sf)'
EUROSAIL-NL 2007-2: S&P Affirms 'B (sf)' Rating on Class C Notes


R U S S I A

CB PFC-BANK: Put on Provisional Administration, License Revoked


S P A I N

NEURAXPHARM HOLDCO: S&P Assigns 'B' LongTerm Issuer Credit Rating


S W I T Z E R L A N D

SCHMOLZ + BICKENBACH: S&P Raises ICR to 'CCC+' on Equity Injection


U N I T E D   K I N G D O M

FAIRWOOD MUSIC: Liquidators Declare Final Dividend
FLYBE: Brussels to Use Bailout to Extract UK Trade Concessions
FUNDROCK PARTNERS: Forced to Accept GBP4.4MM Emergency Funding
GLASGOW SCHOOL: Goes Into Liquidation, 30 Jobs Affected
HELIOS DAC: DBRS Finalizes BB(high) Rating on Class E Notes

HOLLAND & BARRETT: S&P Alters Outlook to Neg. & Affirms 'B-' ICR
INTU: In Talks with Shareholders, Investors to Raise Fresh Funds
QUINN RADIATORS: Unsecured Creditors to Get Just GBP132,000
SIRIUS MINERALS: Anglo American Tables GBP405-Mil. Offer
WEAVERING MACRO: Liquidators Declare Final Dividend


                           - - - - -


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A Z E R B A I J A N
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AZERBAIJAN: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings affirmed Azerbaijan's Long-Term Foreign-Currency
Issuer Default Rating at 'BB+' with a Stable Outlook.

RATING ACTIONS

KEY RATING DRIVERS

Azerbaijan's 'BB+' IDRs reflect its strong external balance sheet
and low government debt, set against weaknesses from its heavy
hydrocarbon dependence, an underdeveloped, albeit improving policy
framework, weak governance indicators and continued banking sector
vulnerabilities.

The consolidated fiscal surplus is estimated to have increased to
6.0% of GDP for 2019 (including the State Oil Fund of Azerbaijan,
SOFAZ), compared with the current 'BB' median of -2.8%. The strong
performance is supported by the resilient oil price averaging
USD65/b in 2019 and increased gas production. New gas production
and exports to Europe and Turkey coming on-stream in 2020 from the
Shah Deniz 2 gas field will continue to support sizeable
hydrocarbon revenues in the coming years and offset slowing oil
production growth.

Lower oil prices (2020: USD62.5/b 2021: USD60.0/b) and higher
social spending should drive a narrowing of the fiscal surplus to
4.4% of GDP in 2020 and 4.2% by 2021. 2020 expenditure priorities
include the roll-out of a mandatory health insurance programme
(1.1% of GDP), and will see carry-over effects from the 2019 public
wage rise measures on the public sector wage bill and social
security contributions.

The 2020 budget complies with the revised fiscal rule adopted in
2018, which was relaxed in November 2019 by restricting
consolidated expenditure growth to 3% in real, instead of nominal,
terms. The fiscal rule also constrains oil revenue spending, and
necessitates a decline in the non-oil primary deficit. The recent
improvements to the policy framework, stemming from the adoption of
the fiscal rule and medium-term debt management strategy, could
benefit the credibility of the fiscal framework but the track
record of compliance is still limited.

Azerbaijan's fiscal and external buffers are stand-out strengths
relative to the 'BB' and 'BBB' medians. Gross general government
debt at 18.9% of GDP in 2019, is less than half the current 'BB'
median of 46.5%. Government on-lending and guarantees of 31% of GDP
at end-3Q19 accruing to (International Bank of Azerbaijan's (IBA)
(B-/Positive) restructuring and to gas investment projects are a
significant contingent liability. Fitch forecasts debt/GDP to
decline only slightly to 17.7% of GDP by 2021 despite significantly
larger fiscal surpluses, as government assets with SOFAZ are
forecast to grow to 95.6% of GDP (end-September 2019: 90.3%). SOFAZ
assets are predominantly invested abroad and translate into a
sovereign net foreign asset position of 86.2% of GDP in 2019 ('BB'
median: 0.4%). Current account surpluses estimated at 9.9% of GDP
in 2018-2021, driven by hydrocarbon exports, support further
accumulation of SOFAZ assets.

Vulnerability to oil-price shocks is high, with commodity exports
at 67% of current account receipts. The stability of the exchange
rate at 1.7AZN/USD since April 2017 despite oil price volatility
raises questions about whether the authorities would allow the
currency to act as a shock absorber if there was a new oil price
shock.

Real GDP growth continues to recover from the oil shock and
devaluation crises since 2014. Fitch estimates that real GDP growth
reached 2.4% in 2019 from 1.4% in 2018, driven by 3.5% non-oil
growth and just 0.8% for the oil and gas industry. Fitch forecasts
growth to stabilise at 2.2% in 2020-21, driven by new gas
production coming on-stream, and supported by the government
packages announced in 1H19. Inflation averaged 2.6% in 2019,
remaining closer to the lower bound of the 4 plus or minus 2%
target band, helped by the stable exchange rate and lower imported
food prices. Fitch forecasts inflation to rise to average 3.3% in
2020 due to stronger demand pressures from government measures and
policy rate cuts (225bps between February and December 2019).

Azerbaijani banks are recovering from legacy asset quality problems
since the 2015 devaluations, but remain very weak, as reflected by
its poor 'Fitch Banking System Indicator (BSI) score of 'b'.
Capitalisation had increased to 23.0% at end-October 2019
(end-2018: 19.4%), while non-performing loans fell considerably to
11.0% at end-October 2019 (end-2018: 14.5%), helped by write-offs,
the government's NPL resolution programme payments to banks and
households, and also as new loans recovered since 4Q18 to grow by
20.3%yoy in November 2019. Moral hazard distortions from the NPL
resolution programme and the acceleration in credit growth could
lead to further asset quality issues in the future if left
unchecked.

The largest bank, state-owned IBA, faced a debt restructuring in
2017, but is now profitable again with sound capitalisation
liquidity and low-risk assets. However, it continues to hold a
large, albeit decreasing, open FX position of USD0.8 billion at
end-October 2019 (2017: USD1.9 billion), which should continue
decreasing gradually in 2020 towards the USD150 million threshold
to be compliant with regulatory requirements.

In an unexpected presidential decree in November 2019, the
Financial Market Supervisory Authority's (FMSA) functions were
transferred back to the Central Bank of Azerbaijan (CBA), since
FMSA's recent formation in March 2016. It is still unclear how the
CBA intends to reform the financial market supervisory framework
since assuming its new mandate. The reform demonstrates the ongoing
lack of predictability and transparency of policy-making, despite
broader reform improvements since the 2014 oil shock.

Azerbaijan significantly underperforms the 'BB' median across all
six components of the World Bank governance indicators, and trails
on GDP per capita (at market exchange rate). It has achieved
significant improvement in the World Bank Ease of Doing Business
indicators to rank in the 87th percentile of Fitch-rated sovereigns
in 2019, from the 70th percentile in 2018, but the ability to
attract significant FDI in the non-oil sector to diversify the
economy remains uncertain.

A long-standing conflict with Armenia over Nagorno-Karabakh has the
potential to escalate, although several recent meetings between
officials from both countries signal a possibility for easing of
tensions. Fitch does not expect any major changes to macroeconomic
policy making from the upcoming snap parliamentary elections in
February.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Azerbaijan a score equivalent to a
rating of 'BB' on the Long-Term Foreign-Currency IDR scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
rated peers, as follows:

  - External Finances: +1 notch, to reflect large SOFAZ assets,
which underpin Azerbaijan's exceptionally strong foreign currency
liquidity position and the very large net external creditor
position of the country.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

RATING SENSITIVITIES

The main factors that could, individually or collectively, trigger
positive rating action are:

  - Improvement in the macroeconomic policy framework,
    strengthening the country's ability to address external
    shocks and reducing macro volatility.

  - A significant improvement in public and external balance
    sheets.

  - Reduction in dependence on the hydrocarbon sector, for
    example due to stronger non-oil GDP growth underpinned by
    improvements in governance and the business environment.

The main factors that could, individually or collectively, trigger
negative rating action are:

  - An oil price or other external shock that would have a
    significant adverse effect on the economy, public finances
    or the external position.

  - Developments in the economic policy framework that undermine
    macroeconomic stability.

  - Weakening growth performance and prospects.

KEY ASSUMPTIONS

Fitch forecasts Brent Crude to average USD62.5/b in 2020 and
USD60.0/b in 2021.

Fitch assumes that Azerbaijan will continue to experience broad
social and political stability and that there will be no prolonged
escalation in the conflict with Armenia over Nagorno-Karabakh to a
degree that would affect economic and financial stability.

ESG CONSIDERATIONS

Azerbaijan has an ESG Relevance Score of 5 for 'Political Stability
and Rights' as World Bank governance indicators have the highest
weight in Fitch's SRM and are highly relevant to the rating and a
key rating driver with a high weight.

Azerbaijan has an ESG Relevance Score of 5 for 'Rule of Law,
Institutional & Regulatory Quality, Control of Corruption' as World
Bank governance indicators have the highest weight in Fitch's SRM
and are highly relevant to the rating and a key rating driver with
a high weight.

Azerbaijan has an ESG Relevance Score of 4 for 'Human Rights and
Political Freedoms' as social stability and voice and
accountability are reflected in the World Bank Governance
Indicators that have the highest weight in the SRM. They are
relevant to the rating and a rating driver.

Azerbaijan has an ESG Relevance Score of 4 for 'Creditors Rights'
as willingness to service and repay debt is relevant to the rating
and a rating driver, as for all sovereigns.




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C Z E C H   R E P U B L I C
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RESIDOMO SRO: Moody's Reviews Ba3 CFR for Upgrade
-------------------------------------------------
Moody's Investors Service placed under review for upgrade the Ba3
corporate family rating and the senior secured notes of RESIDOMO
s.r.o., an owner and operator of multifamily residential properties
focused in the Moravia-Silesia region of the Czech Republic. The
outlook has been changed to ratings under review from stable.

RATINGS RATIONALE

The review follows the announcement on January 09, 2020 that an
investment affiliate of Round Hill Capital, Fondy Bydleni 3 S.a
r.l., has reached an agreement to sell its 100% ownership interest
in the residential property portfolio in the Czech Republic owned
and operated by Residomo to Heimstaden Bostad AB for a total
purchase price of EUR1.3 billion. The transaction is expected to
close in the first quarter of 2020, and is subject to the customary
anti-trust clearance.

In connection to this transaction Residomo and Heimstaden Bostad AB
have not announced at this point any changes with respect to its
capital structure, which includes a ca. CZK 1.7 billion shareholder
loan that receives 100% equity credit under its rating methodology;
as well as a EUR680 million 3.375% senior secured bond due 2024,
rated Ba3 in line with CFR. While the transaction constitutes a
change of control, the bondholders can only exercise their early
redemption option if Residomo's Net Total Loan-To-Value Ratio would
exceed 55% immediately after the occurrence of such event and
giving pro forma effect thereto.

Its rating review for upgrade is reflecting that after the
acquisition by Heimstaden Bostad AB, Residomo would be part of a
stronger group, with a solid financial profile and with a much
stronger business risk profile than Residomo, through a greater
combined scale exceeding EUR12 billion and broader diversification
across geographies, which currently benefit from robust market
fundamentals. Moreover under the new ownership structure Residomo
would benefit from greater access to diverse funding sources
supporting the company's growth prospects. On the corporate
governance side, the entrance of a long-term, industrial investor
is credit positive vs. the current private equity ownership.

The rating review will focus on (1) its credit view of the combined
entity, (2) the perceived level of financial support from the new
owner towards its rated subsidiary if Residomo remains a
stand-alone entity or alternatively whether Residomo would be more
closely integrated within Heimstaden Bostad AB and (3) the impact
of the changing shareholder structure on Residomo's operations,
strategy and financial policy.

FACTORS THAT COULD LEAD TO AN UPGRADE

Absent the completion of the transaction, factors that could lead
to an upgrade include:

  -- Financial policies that support Moody's-adjusted gross
debt/assets below 50% and Moody's-adjusted EBITDA fixed-charge
coverage above 3.0x, both on a sustained basis

  -- Strong operating performance, with material positive FCF
generation

  -- Greater geographical diversification

FACTORS THAT COULD LEAD TO A DOWNGRADE

Absent the completion of the transaction, factors that could lead
to a downgrade include:

  -- Moody's-adjusted gross debt/assets remaining above 55%

  -- Vacancy rate remaining above 10% on a sustained basis

  -- Moody's-adjusted EBITDA fixed-charge coverage below 2.0x

  -- A deterioration in liquidity

STRUCTURAL CONSIDERATIONS

The Ba3 rating for the senior secured notes is in line with the CFR
and reflects the fact that the notes are by far the largest piece
of debt in the capital structure.

LIST OF AFFECTED RATINGS:

Issuer: RESIDOMO s.r.o.

Placed On Review for Upgrade:

LT Corporate Family Rating, currently Ba3

Senior Secured Regular Bond/Debenture, currently Ba3

Outlook Actions:

Outlook, Changed To Ratings Under Review From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.




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F R A N C E
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FRENCH PARENTCO: S&P Assigns 'B' LongTerm Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to new parent company French ParentCo and its wholly owned
subsidiary Marnix SAS and its 'B' issue and '3' recovery ratings to
the EUR1.155 billion senior secured term loan B (TLB).

The transaction closed during fourth-quarter 2019.  On July 9,
2019, GBL announced it was in exclusive negotiations to acquire a
majority stake in Webhelp group, along with its funders and
management from KKR for an enterprise value of EUR2.4 billion. To
finance the transaction, Webhelp's new intermediate holding company
Marnix SAS issued EUR1.155 billion of senior secured loans. GBL and
Webhelp's funders and managers also contributed EUR1.260 billion of
common equity, and GBL provided EUR82 million in the form of a
shareholder loan. S&P is withdrawing the existing 'B' ratings on
WowMidco and WowBidco, the group's previous parent and borrower,
since following transaction completion the existing debt facilities
have been repaid.

The 'B' rating reflects Webhelp's high debt leverage; relatively
high customer concentration; and operations in the fragmented,
competitive, and low-margin outsourced customer relationship
management (CRM) market, which has low barriers to entry.   These
weaknesses are offset by Webhelp's leading positions in Europe and
improved geographic and end-market mix, following the acquisition
of Germany-based Sellbytel, which it completed in August 2018.
Webhelp generated pro forma revenue of about EUR1.37 billion in
2018, after combining with Sellbytel, which makes the group the
largest provider of outsourced CRM solutions in the European
market. The combined group is the No. 1 player in France and the
Netherlands, the No. 2 player in the U.K. and the Nordic region,
and holds positions among the top-five providers in other key
European markets, such as Germany and Spain. The acquisition of
Sellbytel was consistent with Webhelp's strategy to expand
externally and consolidate its market positions in Europe, while
diversifying away from its domestic French market and reducing
exposure to the telecommunications industry. Since 2012, Webhelp's
revenue has increased at a compound annual growth rate of about
35%, supported by 21 acquisitions.

S&P said, "Our business risk profile assessment is supported by the
group's improved end-market and geographic diversification.
Following the acquisition of Sellbytel, Webhelp's exposure to the
French market reduced to about 29% from 37%; and the telecom end
market now only represents 21% of revenue compared with 34% before
the acquisition. Sellbytel's specialization in multilingual
solutions has strengthened Webhelp's capabilities to 35 languages,
including Asian languages. We view language capabilities as a key
competitive advantage in the global CRM industry, considering the
cross-border operations of the group's blue-chip clients in many
industries. We view the group's larger scale and better overall
diversification as a protection against significant revenue losses.
Sellbytel's integration has also enhanced the group's underlying
profitability before nonrecurring expenses, thanks to Sellbytel's
higher-value business process outsourcing (BPO) services.

"Our view of the group's business risk profile is constrained by
Webhelp's predominant exposure to traditional CRM activities, which
we view as a fragmented and competitive market, with low barriers
to entry, given the asset-light nature of the business.   Webhelp
also has relatively high customer concentration, with its top-10
customers generating 32% of revenue. This poses the risk of
significant volume loss in the event of a client or contract loss,
as happened in 2016-2017 when Sky only partially renewed its
contract with Webhelp, causing a loss of nearly £45 million in
revenue. Furthermore, we consider that BPO CRM providers are
exposed to significant regulatory, technological, data-breach, and
reputational risks, owing to the sensitive nature of the customer
data that they handle on a daily basis.

"Our view of Webhelp's financial risk profile primarily reflects
our expectation of high adjusted leverage of about 6.0x at year-end
2019.   We expect adjusted leverage will decrease to about 5.5x by
year-end 2020, due to increased revenue and EBITDA. This will be
partially offset by expected costs for restructuring and other
nonrecurring operating items that we include in our adjusted EBITDA
calculation. In addition, transaction-related costs will burden
free operating cash flow (FOCF), which will be slightly negative in
2019, but we forecast it will strengthen to about EUR60 million in
2020. Only moderate working capital requirements and relatively low
capital expenditure (capex) needs of 3%-4% of sales should support
Webhelp's positive FOCF generation and its deleveraging potential.

"We consider GBL to be an investment-holding group that, along with
Webhelp's cofounding shareholders and management, has a long-term
investment strategy.  The new investor's expected holding period of
about 10 years and the significant common equity contribution
(close to 50%) support this assessment. Despite high leverage at
transaction closing, we understand the new investor intends to
prioritize deleveraging and organic growth over dividend
distributions and acquisitions. We therefore assess the group's
financial policy as neutral. GBL will contribute EUR82 million in
the form of a shareholder loan as part of the transaction, which we
assess as equity under our criteria.

"The stable outlook reflects our view that Webhelp will generate
solid revenue growth as a result of recent acquisitions, commercial
wins, and cross-selling opportunities. It also reflects that we
expect adjusted EBITDA margins will improve to about 16% in 2019,
supported by the cost-efficiency measures, improved business mix
between onshore and offshore operations, and the integration of
higher-margin Sellbytel. We expect that the group's adjusted debt
to EBITDA will be 5.5x-6.0x in the next 12 months.

"We could lower the rating if the group's operating performance and
profitability deteriorated as a result of loss of key contracts or
failure to properly integrate new acquisitions, resulting in
higher-than-expected restructuring costs, which would likely result
in negative FOCF for a prolonged period. We could also take a
negative rating action if the group undertook further aggressive
transactions in the form of material debt-funded acquisitions or
cash returns to shareholders, such that we no longer expected the
company to deleverage. In addition, we could downgrade the group if
funds from operations (FFO) cash interest coverage declined below
1.5x on a sustained basis.

"We could raise the rating if Webhelp's credit metrics improved,
with adjusted leverage approaching 5.0x and FFO to debt improving
toward 12% on a sustained basis, along with sustainably positive
FOCF."




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I C E L A N D
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ICELAND VLNCO: Moody's Alters Outlook on B2 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service revised the outlook of Iceland VLNCo
Limited and its subsidiary Iceland Bondco plc to negative from
stable. Concurrently, the rating agency affirmed the B2 Corporate
Family Rating and B2-PD Probability of Default rating of Iceland
and the B2 ratings of Bondco's outstanding senior secured notes.

"We changed the outlook to negative to reflect the possibility that
Iceland's profitability may continue to fall over the coming
quarters" says David Beadle, a Moody's VP Senior Credit Officer and
lead analyst for Iceland. "A deterioration in the company's
currently adequate liquidity profile would also lead to a
downgrade", he added.

RATINGS RATIONALE

In a highly competitive market Iceland's profitability has been
under pressure for some time, in particular over the last 18 to 24
months. The company's reported EBITDA in the first half of its
fiscal 2020, due to end in March 2020, was 8% lower than in the
first half of fiscal 2019, leading to a Moody's-adjusted EBITDA
margin of 7.6% for the last twelve months to September 2019. This
compares with 9.6% in fiscal 2017.

In addition, the company's liquidity, while still adequate, has
diminished somewhat as a result of its heavy capital spending
programme focused on new store openings, mostly of the Food
Warehouse format. Moody's expects that the company will reduce
capital spending over the next 12 to 18 months, in part to support
its net cash flow, which would otherwise have been adversely
impacted by the need to repay the remaining GBP40 million balance
of the senior secured notes maturing in July 2020.

To date, despite pressure on profitability, the company's credit
metrics have remained within the range Moody's considered
appropriate for its B2 CFR. Gross Moody's-adjusted leverage,
measured as adjusted debt to EBITDA, has however increased to 6.2x
at the end of September 2019, from 5.8x at the end of fiscal 2018.
Moody's-adjusted interest coverage, measured as adjusted EBIT to
adjusted interest has also fallen over the same period, to 1.2x
from an already modest 1.4x.

Under its base case forecasts Moody's expect deleveraging to below
6.0x, driven principally by the repayment of the July 2020 bonds
rather than profit growth. However, the rating agency sees downside
risk to its base case which would result in higher leverage.
Moreover, Moody's believes the company's adequate liquidity profile
could deteriorate if, for example, the working capital absorption
which featured in the first half of fiscal 2020 persists.

Environmental, Social and Governance considerations currently have
a modest influence on Moody's rating assessment of the company.
Most notably, governance factors that Moody's considers in
Iceland's credit profile include a tolerance for relatively high
leverage, the company's private ownership, and a board that
includes the founder and executive chairman Sir Malcom Walker,
other long-serving executives with shareholdings, and
representatives of the largest shareholder Brait SE.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risk that Iceland's profitability
may remain on a downward trajectory in the months ahead and that
its adequate liquidity profile could deteriorate.

WHAT COULD CHANGE THE RATING UP/DOWN

The company's outlook could be stabilised if Iceland is able to
report stable earnings in fiscal 2020 and then achieve modest
growth in fiscal 2021 such that its Moody's-adjusted leverage
trends sustainably below 6.0x. A sustained adequate liquidity
profile would also be a pre-requisite for stabilisation of the
outlook.

Conversely, further pressure on the company's profitability or
credit metrics could lead to a downgrade. Quantitatively this would
likely see Moody's-adjusted gross leverage continuing to trend
higher, towards 6.5x. Any deterioration in the company's liquidity
profile would also lead to a downgrade.




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I T A L Y
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PALLADIUM SECURITIES 1: DBRS Confirms BB(high) on Series 147 Notes
------------------------------------------------------------------
DBRS Ratings GmbH confirmed its rating of BB (high) (sf) to the
Series 147 Fixed to Floating Rate Instruments due 2024 (the Notes)
issued by Palladium Securities 1 S.A. acting in relation to
Compartment 147-2014-22 (the Issuer).

The confirmation follows an annual review of the transaction.

The Issuer is a public limited liability company (Societe Anonyme)
incorporated under the laws of the Grand Duchy of Luxembourg. The
transaction is a credit-linked note of two corporate fixed-rate
bonds (the Collateral). The Collateral comprises EUR 28.3 million
euro-denominated bonds issued by Assicurazioni Generali S.p.A.
(5.125% bonds due 16 September 2024; ISIN: XS0452314536) and GBP
22.15 million British pound-denominated bonds issued by ENEL
Finance International NV (5.625% bonds due August 14, 2024; ISIN:
XS0452188054), which together represent the full issue amount of
the Palladium Series 147 Notes, EUR 56.6 million. The noteholders
and other transaction counterparties have recourse only to the
assets in Compartment 147-2014-22, in accordance with Luxembourg
law.

The transaction uses an asset swap to transform the payout profile
of the collateral security. The noteholders are effectively exposed
to the risk that either of the two bonds that constitute the
Collateral or the Hedging Counterparty defaults. The transaction
documents do not contain any downgrade provisions with respect to
the Hedging Counterparty. As such, DBRS Morningstar considers the
Notes to be also exposed to the risk of default of the Hedging
Counterparty. Deutsche Bank AG, London Branch acts as the Hedging
Counterparty.

Under the asset swap:

-- The Hedging Counterparty sells the paramount of EUR 56.6
million of the Collateral (EUR 28.3 million euro-denominated bonds
issued by Assicurazioni Generali S.p.A. and GBP 22.15 million
British pounds-denominated bonds issued by ENEL Finance
International NV) to the Issuer and received a payment on 10
February 2015 (the Trade Date).

-- The Issuer passes the interest payments received from the
Collateral to the Hedging Counterparty as and when they occur.

-- The Hedging Counterparty makes the interest payments as
specified in the Asset Swap Agreement to the Issuer. The Notes pay
interest annually on 10 February, beginning in 2016 and ending in
2024.

-- The Hedging Counterparty pays a fixed rate of 2.3% per annum
for the first two years of the transaction.

The subsequent payments on the Notes will be a fixed 0.5% of
interest plus a floating bonus interest subject to a bonus
threshold. The bonus interest is equal to the five-year EUR
constant maturity swap (CMS) less 0.5% as calculated each year,
with a maximum rate of 3.75% and a minimum rate of 0.50% per annum.
The bonus threshold, in respect of each interest rate period, is
determined by the euro-U.S. dollar exchange rate being below or
equal to EUR 1.40. The fixed-rate and floating bonus interest rate
in aggregate is equal to an interest rate of five-year EUR CMS
(subject to a minimum of 1.00% and a maximum of 4.25%).

-- At the scheduled maturity, the Hedging Counterparty will
receive the Collateral from the Issuer and will pay EUR 56.6
million.

The significant counterparties to the Issuer are various
subsidiaries and affiliates of Deutsche Bank AG as listed below.
DBRS Morningstar maintains private ratings on these counterparties,
which are not published.

-- Deutsche Bank AG, London Branch acts as the Hedging
Counterparty, Initial Purchaser of the Notes, Calculation Agent,
Paying Agent, Selling Agent, and Arranger and pays the fees and
expenses of the Issuer.

-- Deutsche Bank Luxembourg S.A., a wholly-owned subsidiary of
Deutsche Bank AG, acts as Custodian, Luxembourg Paying Agent, and
Servicer.

-- Deutsche Trustee Company Limited acts as Trustee.

DBRS Morningstar maintains internal assessments on the ratings of
the corporate fixed-rate bonds that make up the Collateral to
evaluate the credit risk of the Collateral and monitor its credit
risk on an ongoing basis. As per DBRS Morningstar criteria, an
internal assessment is an opinion regarding its creditworthiness
based primarily upon public ratings. Internal assessments are not
ratings and DBRS Morningstar does not publish them.

In addition to the credit profiles of the Collateral and the
Hedging Counterparty, the rating of the Notes is based on DBRS
Morningstar's review of the following items:

-- The transaction structure.

-- The transaction documents.

-- The legal opinions addressing, but not limited to, true sale of
the Collateral, bankruptcy remoteness of the Issuer, the asset
segregation of the Compartment, enforceability of the contracts and
agreements and no tax to be withheld at the Issuer level.
DBRS Morningstar did not address the following:

-- The pricing of the Asset Swap; that is, whether there will be
sufficient cash flows from the Collateral to fully compensate the
Hedging Counterparty for its obligations. As the Hedging
Counterparty is contractually obliged to make the payments as
specified under the Asset Swap Agreement, the risk that it defaults
is addressed by the DBRS Morningstar private rating.

-- Cash flow analysis to assess the returns due to the
noteholders, as the returns are reliant on the swap counterparty.

The transaction can terminate early on the occurrence of an event
of default, mandatory cancellation, or cancellation for taxation
and other reasons.

Events of default occur under, but are not limited to, the
following scenarios:

-- Failure to pay any amount due on the Notes beyond the grace
period.

-- The Issuer fails to perform its obligations under the Series
Instrument.

-- An order by any competent court ordering the dissolution of the
Issuer or the Company for whatever reason that includes, but is not
limited to, bankruptcy, fraudulent conveyance, and merger.

Mandatory cancellation includes:

-- The Collateral becomes repayable other than by the discretion
of the relevant Collateral Obligor in accordance with the terms of
the Collateral.

-- The Collateral becomes, for whatever reason, capable of being
declared due and payable prior to its stated maturity.

-- The Collateral defaults.

Similarly, cancellation for taxation, etc., includes:

-- The Issuer becomes required to withhold tax on the next payment
date.

-- Termination of the Hedging Agreement.

Under the Series Instrument, the amount payable to the noteholders
is determined as the market value of the Collateral minus the Early
Termination Unwind Costs.

The Early Termination Unwind Costs are determined as the sum of:

(1) The amount of (a) all costs, taxes, fees, expenses (including
loss of funding), etc., incurred by the Hedging Counterparty
(positive amount) or (b) the gain realized by the Hedging
Counterparty (negative amount) as a result of the cancellation of
the Asset Swap; and

(2) Legal and other costs incurred by the Issuer, Trustee,
Custodian, and Hedging Counterparty.

It should be noted that the DBRS Morningstar rating assigned to
this security does not address changes in law or changes in the
interpretation of existing laws. Such changes in law or their
interpretation could result in the early termination of the
transaction and the noteholders could be subjected to a loss on the
Notes.

Notes: All figures are in Euros unless otherwise noted.




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

CPI PROPERTY: S&P Rates Sub. Singapore Dollar Hybrid Bond 'BB+'
---------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB+' long-term
issue credit rating to a subordinated Singapore dollar (S$) hybrid
bond to be issued by Luxembourg-registered commercial property
group, CPI Property Group SA (CPI; BBB/Stable/--), under its
existing euro medium-term notes program.

S&P assesses CPI's proposed notes as having intermediate equity
content until the first reset date, which it understands will be in
at least 5.5 years from the issuance date (the earliest possible
day for the issuer to call the instrument is any of the 90 days up
to the first reset date and on any interest payment date
thereafter). The assessment is in line with the company's
outstanding hybrid issuances.

The proposed issuance would bring CPI's hybrid capitalization rate
close to our threshold of 15% based on pro forma fiscal year ending
Dec. 31, 2019 financials (assuming an issuance of up to S$150
million, or roughly EUR100 million). However, S&P understands that
the company is committed to maintaining its exposure to hybrid
capital below 15% of total capital at all times. S&P will treat any
amount exceeding the 15% threshold as debt and its related dividend
payments as interest in its adjusted credit metrics.

CPI's replacement intention language states that the company does
not intend to replace the hybrid notes if no equity content is
assigned to the instrument by S&P Global Ratings. S&P understands
that the company is committed to keeping subordinated perpetual
notes as a permanent part of its capital structure.


NEPTUNE HOLDCO: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
a B3-PD probability of default rating to Neptune Holdco S.a.r.l.
Concurrently Moody's has assigned a B3 instrument rating to the
EUR710 million senior secured term loan B and EUR110 million senior
secured revolving credit facility borrowed by Neptune Bidco S.a
r.l. and co-borrowed by Neptune US Bidco Inc., both subsidiaries of
Neptune Holdco S.a.r.l.. The outlook on the ratings is stable.

RATINGS RATIONALE

Neptune Holdco S.a.r.l., controlled by a consortium consisting of
PAI Partners and KIRKBI A/S, will acquire Armacell Holdco
Luxembourg S.a r.l. (B3 stable), which is currently controlled by a
consortium consisting of private equity funds managed by Blackstone
and KIRKBI A/S. Moody's expects to withdraw the existing ratings on
Armacell Holdco Luxemburg S.a r.l. and the instruments ratings on
the existing EUR622 million term loan and EUR100 million senior
secured revolving credit facility (RCF) borrowed by Armacell Bidco
Luxembourg S.a r.l. upon the closing of the acquisition expected in
February 2020.

Armacell's B3 CFR is constrained by a high proforma Moody's
adjusted gross starting leverage of 7.2x and Moody's expectation
that leverage will remain elevated at around 7x in 2020 and only
gradually decrease to below 7x in 2021. In light of the company's
exposure to cyclical end-markets and fluctuating raw material
prices, which in the past have translated into margin volatility
due to time gap passing on price fluctuations to customers, Moody's
considers this leverage to be high for the B3 rating category.
Armacell's exposure to cyclical end-markets like the residential
and commercial construction sectors is to some degree mitigated by
favorable demand fundamentals with an increasing penetration of
insulation material and substitution of legacy insulation
materials, which in combination with acquisitions have resulted in
the company establishing a track record of revenue growth. Moody's
expects that the company will be able to extend this track record
under its new ownership structure supporting the projected gradual
deleveraging.

Revenue growth will be supported by i) an ongoing trend towards
substitution to Armacell's advanced insulation products from legacy
insulation materials across all geographic regions but in
particular in the Americas and Asia, ii) continued strong growth of
the undersupplied market for PET foam products where the company is
well positioned to reap the benefits from the ramp-up of its
capacities in 2020 and 2021, iii) continued solid growth of
elastomeric and thermoplastic foam products and iv) albeit at a
relatively small scale by the continued ramp-up of its aerogel
products.

Under previous ownership the company engaged in a number of small-
to medium-sized acquisitions. Moody's did not factor in any larger
acquisitions in its projections although the rating agency believes
that bolt-on acquisitions will continue to be a feature of the
company's growth strategy. Any large debt-funded acquisition
resulting in an increase in leverage would be negative for the
rating.

The company furthermore benefits from a leading market position
supported by long standing customer relations and technological
know-how evidenced by a fairly high, albeit fluctuating, Moody's
adjusted EBITA margin, which has fluctuated between 11.4% and 15%
over the last five years.

Armacell's rating positively reflects Moody's expectation that the
company will be generating positive adjusted free cash flow (FCF)
in 2020 and 2021, despite a continued emphasis on selective
capacity expansions, which will support the company's liquidity
profile and increases financial flexibility.

ESG CONSIDERATIONS

Demand for Armacell's equipment insulation products benefits from a
trend towards more efficient equipment insulation driven by
increasingly stringent regulatory requirements and increasing
customer awareness. Furthermore around 85% of the company's PET
business' sales are now represented by products made out of
recycled PET.

The fairly high Moody's adjusted starting leverage of 7x evidences
a degree of appetite for financial risk of the new owner
consortium. Another factor which Moody's will monitor is the
appetite for debt financed growth of the new ownership consortium.

LIQUIDITY PROFILE

Armacell's liquidity profile is adequate. Initially after the
closing of the transaction Armacell will have around EUR25 million
of cash on balance sheet of which around EUR3 million is
restricted, hence Moody's assumes that the company will initially
need to draw down around EUR10 million under its EUR110 million
revolving credit facility in order to cater for day-to-day cash
needs, which Moody's assumes to amount to around 3% of sales. The
remaining availability under the RCF in combination with expected
funds from operations (FFO) generation of around EUR80 million in
2020 is sufficient to cover working capital swings and capital
expenditures of around EUR50 million. The company does not have any
material debt maturities until the RCF and the term loan B mature
in 2027.

STRUCTURAL CONSIDERATIONS

The proposed EUR710 million term loan and EUR110 million RCF are
rated B3, in line with the CFR, reflecting their pari passu ranking
and the fact that they share the same security package and
guarantor package. The facilities are borrowed by Neptune Bidco
S.a.r.l. and guaranteed by operating subsidiaries representing at
least 80% of group EBITDA.

Neptune's capital structure also contains around EUR75 million of
preferred equity certificates, which Moody's treats as equity and
hence are not considered in its liability waterfall.

RATINGS OUTLOOK

The stable outlook on Armacell's rating reflects the expectation
that the company will deleverage to below 7x over the next 12-18
months, a level deemed to be more commensurate with the assigned B3
rating. Furthermore the stable outlook reflects Moody's expectation
of positive FCF generation in 2020 further supporting the company's
adequate liquidity profile.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would consider upgrading Armacell's rating if the company's
Moody's adjusted gross leverage would decrease to below 6x and if
Moody's adjusted EBITA margin would consistently remain above 12%.
Furthermore an upgrade would require positive FCF generation on a
consistent basis.

A downgrade of Armacell's rating would be likely if Moody's
adjusted gross leverage would remain materially above 7x for a
prolonged period of time. Prolonged periods of negative FCF or
other factors leading to a deterioration in the company's liquidity
profile would also be negative for the rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Neptune Holdco S.a.r.l., upon the closing of the transaction, will
be an intermediate holding company for the Armacell group,
headquartered in Capellen, Luxembourg. Armacell is the global
market leader in the technical equipment insulation market and a
leading provider of engineered foams for high tech and lightweight
applications. Its applications are principally sold into the
commercial and residential equipment markets, transportation, sport
& leisure, energy and general industrial end markets. The company
is expected to generate about EUR644 million of revenues in 2019
and employs more than 3,100 staff globally.




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

EUROSAIL-NL 2007-1: S&P Raises Class E1 Notes Rating to 'B(sf)'
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Eurosail-NL 2007-1
B.V.'s class C, D, and E1 notes, and affirmed its ratings on the
class A and B notes.

S&P said, "The rating actions follow the implementation of our
revised criteria and assumptions for assessing pools of Dutch
residential loans. They also reflect our full analysis of the most
recent transaction information that we have received and the
transactions' structural features.

"Upon revising our Dutch RMBS criteria, we placed our ratings on
the class B, C, D and E1 notes under criteria observation.
Following our review of the transaction's performance and the
application of our updated criteria for rating Dutch RMBS
transactions, our ratings on these classes of notes are no longer
under criteria observation.

"Under our counterparty criteria, our ratings on the notes are
potentially constrained by our resolution counterparty rating (RCR)
on Credit Suisse International as swap counterparty ('AA-/A-1+').
In order for the notes to be delinked and to achieve a rating
higher than the RCR on Credit Suisse International, we have applied
a basis risk stress in our cashflow analysis.

"After applying our updated Dutch RMBS criteria, the overall effect
in our credit analysis results in a decrease in the
weighted-average foreclosure frequency (WAFF) at the 'A' rating and
above. The WAFF has decreased mainly due to the loan-to-value (LTV)
ratio we used for our foreclosure frequency analysis, which now
reflects 80% of the original LTV and 20% of the current LTV, and
the decrease of our archetypal foreclosure frequency anchors at all
ratings. The WAFF has increased at the lower rating levels
following our updated arrears analysis in which the arrears
adjustment factor is now the same at all rating levels.

"Our weighted-average loss severity (WALS) assumptions have
decreased at all rating levels driven by our updated market value
decline assumptions."

  Credit Analysis Results
  Rating level    WAFF (%)   WALS (%)
  AAA             29.08      35.86
  AA              22.24      30.82
  A               18.66      22.41
  BBB             15.11      18.08
  BB              11.15      15.11
  B               10.10      12.49

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.  

S&P said, "Since our previous review in May 2017, the number of
arrears of more than six months for which the borrowers have not
fully paid their scheduled mortgage payments in the preceding three
payments has decreased. We have excluded these loans from our
analysis of the collateral pool and assumed a recovery realized
after 18 months. Most of the borrowers for these loans have not
been current or paying full mortgage payments for some time, so we
believe they will not provide immediate cash flow credit to the
transaction until recovery.

"The available credit enhancement, considering the adjustment for
loans more than six months in arrears, has increased for all
classes of notes in this transaction since our previous review.

"The amortizing reserve fund has remained fully funded since our
previous review. The liquidity facility is currently undrawn.

"The class A notes pass our credit and cash flow stresses at the
'AAA (sf)' rating, while the class B and C notes pass them at the
'AA+ (sf)' rating when we run the analysis without the swap and
apply a basis risk stress. Therefore, we have affirmed our ratings
on the class A and B notes, and raised to 'AA+ (sf)' from 'AA-
(sf)' our rating on the class C notes. Our ratings on these classes
of notes are delinked from the RCR on the basis swap provider.

"The increased available credit enhancement for the class D notes
is commensurate with higher ratings than that currently assigned.
However, we have taken into account the sensitivity of this junior
note to assumed recoveries on the loans more than six months in
arrears and the lower available credit enhancement compared to the
senior notes. Consequently, we have raised to 'BB+ (sf)' from 'B-
(sf)' our rating on the class D notes.

"The class E1 notes now pass our cash flow stresses following an
increase in the available credit enhancement. In our opinion, the
class E1 notes are no longer dependent upon favorable market
conditions to pay note interest and principal. Considering the
passing cashflow results, and the most junior positioning of this
class in the payment structure, we have raised to 'B (sf)' from
'CCC (sf)' our rating on the class E1 notes."

Eurosail-NL 2007-1 is a Dutch residential mortgage-backed RMBS
transaction backed by a pool of nonconforming Dutch residential
mortgages originated by ELQ Hypotheken N.V.


EUROSAIL-NL 2007-2: S&P Affirms 'B (sf)' Rating on Class C Notes
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Eurosail-NL 2007-2
B.V.'s class A and M notes, and affirmed its ratings on the class
B, C, and D1 notes.

S&P said, "The rating actions follow the implementation of our
revised criteria and assumptions for assessing pools of Dutch
residential loans. They also reflect our full analysis of the most
recent transaction information that we have received and the
transactions' structural features.

"Upon revising our Dutch RMBS criteria, we placed our ratings on
the class M, B, C, and D1 notes under criteria observation.
Following our review of the transaction's performance and the
application of our updated criteria for rating Dutch RMBS
transactions, our ratings on these notes are no longer under
criteria observation.

"Under our counterparty criteria, our ratings on the notes are
potentially constrained by our resolution counterparty rating (RCR)
on Credit Suisse International as swap counterparty ('AA-'/'A-1+').
In order for the notes to be delinked and to achieve a rating
higher than the RCR on Credit Suisse International, we have applied
a basis risk stress in our cashflow analysis.

"After applying our updated Dutch RMBS criteria, the overall effect
in our credit analysis results in a decrease in the
weighted-average foreclosure frequency (WAFF) at the 'AA' rating
and above. The WAFF has decreased mainly due to the loan-to-value
(LTV) ratio we used for our foreclosure frequency analysis, which
now reflects 80% of the original LTV and 20% of the current LTV,
and the decrease of our archetypal foreclosure frequency anchors at
all ratings. The WAFF has increased at the lower rating levels
following our updated arrears analysis in which the arrears
adjustment factor is now the same at all rating levels.

"Our weighted-average loss severity (WALS) assumptions have
decreased at all rating levels driven by our updated market value
decline assumptions."

  Credit Analysis Results
  Rating level   WAFF (%)   WALS (%)
  AAA            36.55      42.60
  AA             28.12      37.81
  A              23.43      29.23
  BBB            18.66      24.38
  BB             13.01      20.94
  B              11.47      17.83

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.  

S&P said, "Since our previous review in August 2019, the number of
loans in arrears of more than six months for which the borrowers
have not fully paid their scheduled mortgage payments in the
preceding three payments has decreased. We have excluded these
loans from our analysis of the collateral pool and assumed a
recovery realized after 18 months. Most of the borrowers for these
loans have not been current or paying full mortgage payments for
some time, so we believe they will not provide immediate cash flow
credit to the transaction until recovery.

"The available credit enhancement, considering the adjustment for
loans more than six months in arrears, has increased for all
classes of notes in this transaction since our previous review."

The reserve fund is increasing and currently stands at 30% of its
target level. The liquidity facility is no longer available in the
transaction.

S&P said, "The class A notes pass our credit and cash flow stresses
at the 'AA+ (sf)' rating when we run the analysis without the swap
and apply a basis risk stress. Therefore, we have raised to 'AA+
(sf)' from 'AA- (sf)' our rating on the class A notes and delinked
from the RCR on the basis swap provider.

"The class M notes do not pass our credit and cash flow stresses at
a rating higher than the RCR on the swap provider when we run the
analysis without the swap and apply a basis risk stress. However,
it passes at a higher rating than that currently assigned when run
with the benefit of the basis swap. Therefore, we have raised to
'AA- (sf)' from 'A (sf)' our rating on the class M notes, which
continue to be capped at the RCR on the basis swap provider.

"The available credit enhancement for the class B notes continues
to be commensurate with the currently assigned rating under the
revised cash flow assumptions, and considering the decrease in
senior fees. We have therefore affirmed our 'BB (sf)' rating on the
class B notes.

"Our analysis also indicates that the available credit enhancement
for the class C notes is commensurate with the currently assigned
rating. In our opinion, considering the slight increase in credit
enhancement and the stable collateral performance, these notes can
still withstand a steady-state scenario without favorable
conditions, reflected in a 'B- (sf)' rating in accordance with our
'CCC' criteria. We have therefore affirmed our 'B- (sf)' rating on
this class of notes.

"Given the limited available credit enhancement, the termination of
the liquidity facility in the fourth quarter of 2017, and the cash
reserve fund's current level, the payment of interest and principal
on the class D1 notes still depends upon favorable business,
financial, and economic conditions, in our view. Following the
application of our 'CCC' criteria, we have therefore affirmed our
'CCC+ (sf)' rating on this class of notes."

Eurosail-NL 2007-2 is a Dutch RMBS transaction backed by a pool of
nonconforming Dutch residential mortgages originated by ELQ
Hypotheken N.V.




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

CB PFC-BANK: Put on Provisional Administration, License Revoked
---------------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-64, dated January
17, 2020, revoked the banking license of Moscow-based Public
Joint-stock Company Commercial Bank Industrial Financial
Cooperation (CB PFC-BANK PJSC) (Reg. No. 2410; hereinafter,
PFC-BANK).  The credit institution ranked 348th by assets in the
Russian banking system.

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

   -- failed to comply with the anti-money laundering and
      counter-terrorist financing laws. The credit institution
      failed to keep record of operations subject to obligatory
      control and submit to the authorised body information
      thereon in a timely manner;

   -- was mainly engaged in dubious cash operations and dubious
      transit operations;

   -- violated federal banking laws and Bank of Russia
regulations,
      making the regulator repeatedly apply supervisory measures
      over the last 12 months.

The Bank of Russia appointed a provisional administration to
PFC-BANK for the period until the appointment of a receiver or a
liquidator.  In accordance with federal laws, the powers of the
credit institution’s executive bodies were suspended.

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

Deposits are to be repaid by the State Corporation Deposit
Insurance Agency (hereinafter, the Agency).  For details of the
repayment procedure, depositors may call the Agency’s 24/7
hotline (8 800 200-08-05) or refer to its website
(https://www.asv.org.ru/), the Deposit Insurance / Insured Events
section.




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

NEURAXPHARM HOLDCO: S&P Assigns 'B' LongTerm Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit and
issue ratings to Neuraxpharm Holdco S.a.r.l. (Neuraxpharm) and its
proposed EUR551 term loan B (TLB), with a '3' recovery rating on
the loans.

The rating reflects Neuraxpharm's relatively modest scale of
operations, concentration on CNS-based products, and presence in
highly competitive markets, which constrains its business profile.
However, the rating benefits from the company's established
European franchise in the CNS segment, leading position within a
niche specialization, vertically integrated business model and
robust profitability compared with peers. S&P said, "With forecast
S&P Global Ratings-adjusted debt to EBITDA of 5.8x in 2019, we
believe Neuraxpharm's financial profile is highly leveraged.
Furthermore, the group's ownership by private-equity sponsor Apax
constrains our overall financial risk assessment. That said, we
expect the company to continually expand its EBITDA base while
generating S&P Global Ratings-adjusted free operating cash flow
(FOCF) of about EUR30 million in 2019 and 2020, which should
translate into a gradual deleveraging over our forecast horizon."
Neuraxpharm offers a broad range of value-added CNS medicines,
consumer health care CNS products, and standard CNS generics, with
48% of sales from branded products. In addition, the group owns and
operates two manufacturing plants in Spain used to produce active
pharmaceutical ingredients (APIs) and finished dosage forms (FDFs).
This includes unique expertise in the respiratory area (Inke) and
the manufacturing of FDFs across multiple therapeutic areas
(Lesvi).

S&P said, "We expect operational growth, spurred by new product
launches and synergies generated from recently completed
acquisitions. Our assessment of Neuraxpharm's business risk profile
is underpinned by the group's established franchise in branded CNS
products. In this branch of medicine, specialists make most
prescriptions and the willingness of both patients and doctors to
switch medication is constrained by the severe consequences of drug
ineffectiveness, or patient noncompliance. We believe that
Neuraxpharm is a leader in a fragmented market within a niche
specialization. The CNS segments in which Neuraxpharm is present
are currently marginal to the new business development strategies
of big multinational pharmaceutical companies. This reduces
pressure from potential competitors, since the company develops
small molecules with a narrow addressable customer base that are
too minor to attract big competitors but are highly margin
accretive. We think Neuraxpharm's focus on a broad range of
specialty CNS drugs allows the group to benefit from high barriers
to entry and revenue visibility. The company benefits from more
than 130 CNS molecules and 2,500 SKUs. Furthermore, the combined
group stands to benefit from the vertical integration of its
constituent businesses, creating synergies over time through
in-house research and development (R&D) and manufacturing. However,
85% of group sales are done by third-party CMOs. This presence
along the value chain should allow Neuraxpharm to benefit from
increasing operational flexibility and strengthen its technical
capabilities and customer diversification. However, the company's
concentrated reliance on a relatively narrow range of
pharmaceutical products and markets weighs negatively on our
assessment of its business risk profile. Over the years, the
company has expanded its operations beyond Germany and Spain to
Italy (2017), France and the U.K. (2018), and more recently in
Central and Eastern European (CEE) countries, Portugal,
Switzerland, and Poland (2019). Nonetheless, the group continues to
be namely exposed to the competitive German market, which we see as
limiting growth since it provides exposure to the country's
reimbursement system, and notably to competitive tenders. The
latter implies higher rebates, or potential negative changes in the
pricing of its main products.

"We expect the group's profitability to benefit from its increasing
presence in Europe, coupled with the launch of differentiated
products in the coming years. Nonetheless, we see potential
short-term risks to profitability coming from the business
integration process.. Furthermore, we do not rule out additional
downside pressure on profitability through increasing discounts
from tender processes and rebates. Over the short-to-medium term,
we forecast Neuraxpharm's EBITDA margin will be 28%-30%, at the
higher end of the average for comparable generics companies. We
consider these margin levels reflective of Neuraxpharm's ability to
continue positively differentiating its products, both on the
branded generics side and on the active pharmaceutical ingredient
side.

"The ratings are constrained by the company's acquisitive growth
strategy and shareholder-friendly policy, which will keep leverage
above 5.0x in the near future. Neuraxpharm's capital structure is
highly leveraged due to its debt-funded acquisition by
private-equity firm Apax. We forecast the company's adjusted debt
to EBITDA will remain close to 6.0x over the next two years, thanks
to likely growth momentum and stable EBITDA margins. Our debt
estimate includes the proposed EUR551 million TLB and largely
immaterial operating lease obligations. The capital structure
includes preference equity certificates, which we assess as equity
and exclude from adjusted debt. The company has also an EUR85
million revolving credit facility (RCF) with a EUR15 million
acquisition credit facility undrawn. Under our base case, we
forecast adjusted EBITDA of about EUR68 million in 2019 and about
EUR76 million in 2020, with margins increasing to 28%-30% thanks to
our expectations of new product launches and expansion into new
markets. However, this could be partially offset by potential
integration costs. Furthermore, we forecast FOCF S&P Global
Ratings-adjusted generation of about EUR30 million in 2019 and 2020
as capital expenditure (capex) needs stabilize and working capital
requirements remain low.

"We expect the group to continue pursuing bolt-on acquisitions to
expand its business and consolidate its positions in the European
generic CNS market. Having said that, any material increase in debt
through acquisitions or dividend recapitalization could put
pressure on the rating. Overall, the private-equity track record of
extracting excess cash from the company coupled with the
uncertainty as to whether the financial sponsor will sustainably
support Neuraxpharm's deleveraging trajectory and FOCF generation
weigh on our assessment. The sponsor is expected to extract EUR93
million of cash in the form of a dividend payout in first-quarter
2020.

"The stable outlook reflects our view that Neuraxpharm will
generate continued EBITDA and revenue growth, supported by the
integration of new business, expansion into new markets, strong
pipeline, and the positive momentum of its core CNS franchise. This
should allow the company to sustain adjusted debt to EBITDA below
7.0x over the next few years, while generating positive FOCF of
EUR20 million-EUR40 million over the same period.

"We could lower the ratings if the group's earnings came under
pressure such that EBITDA declined or cash flow generation weakened
substantially. In particular, we could consider a downgrade if
EBITDA interest coverage fell to less than 2.0x and FOCF became
negligible or negative on a permanent basis. We could also take a
negative rating action if the company's financial policy becomes
more aggressive, leading to adjusted leverage above 8.0x for a
protracted period.

"We could raise the ratings if Neuraxpharm commits to a tighter
financial policy such that its adjusted debt to EBITDA remains
below 5.0x for a protracted period, with a commitment from the
financial sponsor to not releverage. We could also consider a
positive rating action if Neuraxpharm materially increased the
scale and diversity of its product offerings without hindering
profitability."




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

SCHMOLZ + BICKENBACH: S&P Raises ICR to 'CCC+' on Equity Injection
------------------------------------------------------------------
S&P Global Ratings raised itsr long-term issuer credit rating on
Swiss steelmaker Schmolz + Bickenbach AG (S+B) and its issue rating
on its senior secured notes to 'CCC+' from 'CCC'.

The stable outlook takes into account the lack of clear visibility
over the company's ultimate capital structure, but also a lower
probability for a default over the near term.

Rating Action Rationale

S+B has completed its Swiss franc (CHF) 325 million (EUR300
million) capital increase, supported by its main shareholders.

While capital structure reshaping is ongoing, S&P Global Ratings
believes that the risk of a distressed exchange has fallen
significantly.

S&P said, "The positive rating action reflects our view that a
potential default in the near term, including a distressed exchange
offer, fell materially following the company's recent CHF325
million (EUR300 million) capital increase. We understand that
additional changes in the capital structure will follow in the
coming months, which could further strengthen S+B's balance sheet
and liquidity position. At the same time, the company's core
markets remain weak. Under our base-case scenario, we continue to
assume a weak EBITDA of about EUR100 million in 2020, leading to
still-elevated leverage."

Distressed exchange and payment default risks are alleviated for
now.  On Jan. 8, S+B reached a key milestone of its financial
restructuring journey by securing a EUR300 million equity infusion.
The capital increase followed a sharp downturn in the European auto
industry in 2019, which resulted in an unsustainable capital
structure and liquidity issues. Through the process, its two main
shareholders--Mr. Martin Haefner and holding company BigPoint
Holding AG (49.6%) and Liwet Holding (25%)--further increased their
commitments to the company, which in the case of Mr. Haefner, S&P
expects will go beyond the equity injection.

S&P said, "We understand that the change in the ownership structure
prompts a tender offer for the holders of the EUR350 million
secured notes. As it is undetermined at this stage, what portion of
the noteholders will tender, we are not certain how much of the
raised capital will remain on the balance sheet as a source of
liquidity in the coming months.

"As part of our analysis, we see two potential scenarios. Of
importance, under the two scenarios, we view a default as remote."

-- Bear scenario: Full redemption of the EUR350 million notes
without further support from the banks and the shareholders. S&P
said, "Under this scenario, we see a funding gap of about EUR50
million in the next 6-12 months. We believe that S+B would address
such a gap by further flexing its capex or squeezing its working
capital needs. In practice, we understand that Mr. Haefner and the
banks already mentioned their intent to further support the
company, subject to a restructuring opinion by an external party
determining adequate liquidity and covenant levels. We view this
support as realistic given the recent cash contributions."

-- Main scenario: Partial redemption of the EUR350 million notes.
Under this scenario, S+B would fund the redemption from its
existing sources, and its main shareholder would provide no
additional funds. The low demand for early redemption would
correlate positively with the company's liquidity position, leaving
more cash on the balance sheet.

While S+B awaits to hear from its noteholders, it will continue to
negotiate with its banks the terms and conditions of its existing
facilities. As of Dec. 31, 2019, S&P estimates that the company had
about EUR300 million available for drawing under its EUR300 million
asset-backed securities (ABS) and EUR375 million revolving credit
(RCF) facilities due 2022. While it already obtained a waiver for
fourth-quarter 2019, it will require other waivers or a new set of
covenants to access its bank lines for the rest of 2020. In S&P's
view, an extension of the facilities beyond the maturity of the
bonds in 2022 is less likely if a material portion of the notes
remains on the balance sheet as described under the second
scenario.

The reshaping capital structure remains unsustainable amid
uncertain market conditions.  After the weak summer for the
European steel industry, the first signs of stabilization came
during fourth-quarter 2019. That said, visibility remain very
limited. At this stage, S&P maintains its previous EBITDA
projection at the low end of the EUR100 million-EUR150 million
range in 2020 (estimated adjusted EBITDA for 2019 of about EUR45
million). With pro forma adjusted debt of about EUR800 million, it
will translate into still relatively high debt leverage of close to
8x. S&P also expects S+B to generate a modest free operating cash
flow (FOCF) deficit of about EUR20 million, narrowing from about
EUR50 million in 2019.

Outlook

The stable outlook balances the limited rating upside over the
short term given tough operating conditions and the lack of clear
visibility over the company's ultimate capital structure, with the
lower likelihood of a distressed exchange offer in the coming six
months.

Upside scenario

S&P said, "We don't see a positive rating action in the next six
months as likely. In our view, a positive rating action will be
contingent on completing the capital structure restructuring and
securing a new agreement with the banks for its financial
covenants. We understand that more clarity will come in
first-quarter 2020. In addition, we would expect better visibility
on the steel industry in Europe in 2020 before undertaking a
positive rating action."

Other conditions that will support a higher rating include the
following:

-- EBITDA of about EUR150 million or more during midcycle
conditions, with less volatility between the peak and the trough of
the cycle (in 2014-2019, the company's EBITDA ranged from EUR45
million-EUR264 million). The EBITDA level will be also subject to
the company's capex needs and its ability to limit a cash burn
during the low point of the cycle;

-- Adjusted debt to EBITDA trending toward 5x; and

-- Adequate liquidity, including sufficient headroom under the
financial covenants to absorb potential swings in the company's
profitability and availability under the facilities to accommodate
changes in its working capital.

Downside scenario

S&P could lower its rating on S+B should the company's liquidity
position drastically deteriorate. Over the near term, this risk
could happen if all noteholders ask to redeem the notes (EUR350
million) and S+B didn't receive support from its banks and its main
shareholder. S&P views this scenario as less likely.

Other scenarios that could lead to pressure on liquidity, and
ultimately on the rating, would include a lack of support from its
core banks (such as renegotiating financial covenants and extending
maturities) together with further weak market conditions and high
cash burn rates.

Company Description

S+B manufactures steel products at nine sites in Germany, France,
Switzerland, the U.S., and Canada. In 2018, it reported EUR3.3
billion of revenue, with 80% from Europe, 12.5% from the Americas,
and the balance from the rest of the world. The company's
production volume totaled about 2.1 million tons in 2018. S+B
serves several end markets: auto, mechanical, and plant
engineering; oil and gas; and others. It has three product groups:

-- Quality and engineering steel (76% of sales volume)
-- Stainless steel (16%)
-- Tool steel (8%)

The company has leading market positions: it is No. 2 in European
engineering steel, No. 2 in tool steel, and No. 3 in stainless long
steel globally.

In February 2018, S+B acquired the majority of the assets of French
steel producer Ascometal, which it manages as a separate business
unit within the group. Ascometal posted sales of EUR475 million
(sales volume of 471,000 tons) and operating losses in 2017, while
it made a slight positive contribution to consolidated EBITDA in
2018.

S+B's headquarters are in Lucerne, Switzerland, and its shares are
traded on the Swiss Stock Exchange. Its shares are primarily owned
by Mr. Haefner and holding company BigPoint Holding AG (49.6%) and
Liwet Holding AG (25%). The remaining 25% of shares are in free
float. Notable rated peers include SSAB AB and Constellium SE.

S&P's Base-Case Scenario

S&P said, "Under our base-case scenario, we expect the company to
report EBITDA of EUR100 million (or slightly better) in 2020,
compared with an estimated about EUR45 million in 2019.

"The assumption is underpinned by our view that the European auto
and other industrial sectors will remain under pressure in 2020
with very modest to neutral growth. However, we expect destocking
effects that heavily weighed on the company's 2019 results to
abate. We notably expect more stable volumes sold and sustained
average selling prices (ASP) to support the operating results
improvement."

Other assumptions include:

-- GDP growth of 1.6% for Europe in 2020, from 1.4% in 2019.

-- Flat European light vehicles sales in 2020 after declining by
about 3% in 2019.

-- Nickel prices increasing to $15,000 per ton (/ton) in 2020 from
2019 and spot prices of about $14,000/ton. The company can pass on
higher costs to customers with a time lag.

-- Modest shipment growth of 0%-2% in 2020, significantly up from
a 10%-15% decrease in 2019.

-- EBITDA margin of 3%-5% in 2020, progressively recovering from
1.5% in 2019.

-- Capital expenditure (capex) of about EUR110 million in 2020,
below 2019 levels. S&P does not expect S+B to reduce growth capex
drastically.

-- Neutral working capital movements in 2020 after inflows of
about EUR70 million until year-to-date September 2019, with
expected further inflows in the fourth quarter. This is line with
S&P's modest growth and metal price assumptions.

-- No dividend payments.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Adjusted debt to EBITDA of about 8x 2020, improving from over
20x in 2019.

-- Funds from operations (FFO) to debt of 8%-10% in 2020.

-- Negative FOCF after working capital of EUR10 million-EUR30
million in 2020, from about EUR40 million in 2019.

S&P said, "Post the capital increase the company's reported net
debt will be about EUR500 million. As part of our analysis we add
some adjustments, namely postemployment obligations of EUR264
million and a minor amount of trade receivables sold, bringing our
pro forma adjusted debt to about EUR800 million.

"Following the capital increase, we view S+B's liquidity as less
than adequate, with sources to cover uses by about 1x over the next
12 months. We will fine-tune our assessment over the coming months
as we get better clarity over the final capital structure.

"Our current assessment takes a prudent approach of full redemption
of the EUR350 million notes and no additional funding from its
banks or shareholders. That said, our assessment also incorporates
getting another amendment from its banks in regards to its
financial covenants, avoiding the acceleration of the debt."

For the 12 months started Dec. 31, 2019, S&P calculates the
following principal liquidity sources:

-- An estimated cash balance of EUR60 million.
-- Limited availability under its EUR375 RCF and EUR297 ABS
facilities due 2022, given our expectations for tight headroom
under the covenants.
-- Limited-to-neutral working capital inflows.
-- FFO of EUR60 million-EUR80 million.
-- EUR300 million from the capital increase that closed Jan. 9.

S&P estimates the following principal liquidity uses for the same
period:

-- Up to EUR350 million in bond repayment following the
accelerated maturity related to the change of control put option.

-- Seasonal working capital outflow of about EUR50 million.

-- Capex of about EUR110 million.

-- No dividends.

Covenants

S+B is subject to several maintenance covenants under its RCF and
ABS facilities, including maximum leverage, gearing, interest
coverage, and net worth. The covenants are tested quarterly.

S&P said, "We expect the negative impact of depressed 2019 EBITDA
to spill over during 2020 covenant testing. We understand that the
company reached an agreement to waive its financial requirements
ahead of reporting its full-year 2019 results, such that its bank
lines should be available at least until it reports first-quarter
2020 results and reach an agreement on a new set of covenants and
an extension of its lines."

-- S&P rates the EUR350 million senior secured notes 'CCC+' with a
recovery rating of '4', indicating its expectation of about 45%
recovery for debtholders in the case of a default.

-- S&P understands the notes are ranked pari passu with S+B's
EUR375 million RCF, and both are subordinate to the EUR300 million
asset-backed commercial paper program.

-- In S&P's hypothetical scenario, it assumes that the company
will be able to amend its current financial covenants, and about
85% of the RCF facility will be used together with about EUR200
million under its ABS (as of Dec. 31, 2019, usage was close to
EUR200

-- Recovery expectations could change somewhat depending on the
steel prices and S+B's activity level, and consequently the actual
usage of the ABS facility.

-- In S&P's hypothetical scenario, the company defaults on the
bond put because it is unable to reach final consensus between
bondholders and bank lenders.

-- S&P values S+B as a going concern, given the company's
substantial asset base and leading market position.

Simulated default assumptions

-- Year of default: 2021
-- Jurisdiction: Switzerland
-- Emergence EBITDA: EUR130 million
-- Multiple: 5.5x
-- Gross recovery value: EUR710 million
-- Net recovery value for waterfall after unfunded pension
    liabilities and administrative expenses (5%):
    EUR544 million
-- Estimated first lien debt claims: EUR208 million
-- Remaining recovery value: EUR336 million
-- Estimated senior secured debt: EUR741 million
    --Recovery expectations: 30%-50% (rounded estimate: 45%)

Note: All debt amounts include six months of prepetition interest.




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U N I T E D   K I N G D O M
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FAIRWOOD MUSIC: Liquidators Declare Final Dividend
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Fairwood Music (International) Limited is under a solvent
liquidation proceeding under the Insolvency Act of 1986.  The
Company's trading address was Kings Lodge London Road, West
Kingsdown, Sevenoaks, Kent, England TN15 6AR.

Patricia Ann Marsh of MH Recovery Limited was appointed liquidator
to the Company on Nov. 13, 2019.

The Liquidator intended to declare a first and final distribution
to creditors, and creditors were required to send in their proofs
of debt in late December 2019.

The Liquidator can be reached at:

   Patricia Angela March
   MH Recovery Limited
   Citygate House
   r/o 197-199 Baddow Road
   Chelmsford Essex CM2 7PZ
   Tel No: 01245 347210


FLYBE: Brussels to Use Bailout to Extract UK Trade Concessions
--------------------------------------------------------------
James Crisp at The Telegraph reports that Brussels will use the
British government bailout of Flybe to extract trade concessions
from the UK, as the European Commission looks to tie Britain into
EU rules long after Brexit.

London insisted that the bailout of the airline is not state aid
after rival IAG, the owner of British Airways, made a complaint to
the EU executive on Jan. 15, The Telegraph relates.

According to The Telegraph, whether or not there is eventually
found to be a breach of competition rules, the EU will point to
Flybe to help justify its demands for "level playing field
guarantees" in the post-Brexit trade deal.

Brussels, The Telegraph says, is seeking British pledges to not
undercut EU tax, state aid, environment or labor standards as part
of the agreement that will form the basis of the future
relationship.

                            About Flybe

Flybe styled as flybe, is a British airline based in Exeter,
England.  Until its sale to Connect Airways in 2019, it was the
largest independent regional airline in Europe.  Flybe provides
more than half of UK domestic flights outside London.

As reported by the Troubled Company Reporter-Europe on Jan. 16,
2020, Reuters related that regional airline Flybe was rescued on
Jan. 14 after the British government promised to review taxation of
the industry and shareholders pledged more money to prevent its
collapse.  The agreement comes a day after the emergence of reports
suggesting it needed to raise new funds to survive through its
quieter winter months, Reuters disclosed.  Reuters related that the
Flybe shareholders agreed to put in tens of millions of pounds to
keep the airline running under the agreement.


FUNDROCK PARTNERS: Forced to Accept GBP4.4MM Emergency Funding
--------------------------------------------------------------
Siobhan Riding and Laurence Fletcher at The Financial Times report
that FundRock Partners, a UK-based fund administration firm
overseeing billions of pounds in assets, is battling to turn round
its business after a bruising year in which it suffered a
significant financial loss, an exodus of senior staff and the
departure of one of its largest clients.

According to the FT, the company, a so-called authorized corporate
director that oversees GBP10.7 billion of funds, has been forced to
accept GBP4.4 million of emergency funding from its parent to
stabilize its business and meet regulatory capital requirements
after reporting a GBP1.9 million loss after tax in the year to the
end of March 2019.

The company, which is a unit of Luxembourg-based FundRock Holding,
formerly RBS (Luxembourg), is set to post another loss for the
current financial year, the FT discloses.

That comes after it suffered the withdrawal of a GBP1.9 billion
mandate from Crux Asset Management, the boutique run by veteran
City investor Richard Pease, in September, the FT notes.  Several
other asset managers are preparing to move money away from
FundRock, the company told FTfm, declining to name the groups, the
FT states.

FundRock Partners and its parent have also been hit by a spate of
staff departures, which people close to the situation said were
prompted by concerns over how the company was run,  the FT relays.


Xavier Parain, chief executive of FundRock Holding, declined to
comment on individuals' concerns but told FTfm "the main discussion
we were sharing together was getting back to profitability", the FT
notes.

The problems at FundRock come amid heightened scrutiny of
authorized corporate directors (ACDs) -- the influential
administrators tasked with making sure funds stay within the rules
and are run in the best interests of end investors -- following the
high-profile implosion of Neil Woodford's investment business, the
FT says.


GLASGOW SCHOOL: Goes Into Liquidation, 30 Jobs Affected
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STV News reports that more than 30 staff members have been made
redundant after the Glasgow School of Art bar and club went into
liquidation.

The bar, cafe and music venue, known as The Art School, reduced
trading in November last year, STV News relates.

Their financial problems were heightened by two fires which closed
parts of the school in 2014 and 2018, STV News notes.

According to STV News, on Jan. 14, an order was granted by Glasgow
Sheriff Court to MHA Henderson Loggie as the liquidator of the
company.

The Art School, also known as GSASA Ltd, employs one full-time and
two part-time members of staff, and 29 people on zero-hours
contracts, STV News discloses.

"Despite considerable efforts, the board has been unable to
establish a sustainable future for the business against a backdrop
of continued tough trading conditions," STV News quotes
Shona Campbell, of MHA Henderson Loggie, as saying.

"All staff were made redundant with immediate effect, although all
casual staff members ceased work at the end of October last year.
We will provide support for those who qualify to obtain their full
entitlements."


HELIOS DAC: DBRS Finalizes BB(high) Rating on Class E Notes
-----------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the
following classes of commercial mortgage-backed floating-rate notes
issued by Helios (European Loan Conduit No. 37) DAC (the Issuer):

-- Class RFN at AAA (sf)
-- Class A at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (high) (sf)

All trends are Stable.

Helios (European Loan Conduit No. 37) DAC is the securitization of
a GBP 350 million senior loan advanced by Morgan Stanley Bank N.A.
to Titan Acquisition Limited (the borrower). The senior loan is
secured by a portfolio of 49 limited-service hotels located across
the United Kingdom. Loan proceeds were used to refinance existing
portfolio debt and permitted transactions of borrower group
reorganization, including the acquisition of all the shares of the
Exeter city center asset; finance planned extension projects; and
fund general corporate purposes. The ultimate beneficial owner of
the portfolio is London & Regional Group (L&R), which acquired the
hotels from Lone Star Funds (the seller) in 2016. The hotels are
managed by the Atlas Hotels Group (Atlas), which was also acquired
as part of the transaction in 2016 and is now a wholly-owned
operating company of L&R.

Since 1997, the number of guest rooms in the portfolio has grown
through both hotel expansions and acquisitions. The majority of the
hotels are branded under Intercontinental Hotels Group's (IHG)
Holiday Inn Express while one hotel in Liverpool operates as a
Hampton by Hilton and another hotel in York as a Park Inn by
Radisson. Two of the hotels in the portfolio (i.e., the Park Inn in
York and Holiday Inn Express in Poole) are leased and not operated
by Atlas. Since L&R's acquisition, it has expanded the portfolio to
include 253 additional guest rooms at new hotels in Exeter and
Portsmouth Park and 43 new rooms through renovating existing
hotels.

The hotels are managed directly by Atlas and operate under separate
franchise agreements with IHG and Hilton Worldwide Holdings Inc. at
the Liverpool asset. Cushman & Wakefield estimated the portfolio's
total market value (MV) to be GBP 546.9 million (net of standard
asset sale purchaser's costs, which vary between English and
Scottish jurisdictions) or GBP 91,577 per room based on the
portfolio's 5,972 rooms. Inclusive of escrowed capital expenditure
(CAPEX) monies within lender control, the portfolio's valuation is
GBP 561.1 million. The resulting senior loan-to-value (LTV) is
62.4%.

The portfolio is located across England, Wales, and Scotland. Five
of the hotels are located within Greater London (25% of MV), six
hotels are located in Scotland (10% of MV), and two are in South
Wales (1% of MV). The remainder of the portfolio is primarily
located in city centers or near infrastructure hubs, such as
motorway junctions or airports, in England.

The borrower has both leasehold and freehold interests in the
portfolio assets: 25 properties are freehold, 22 are held on long
leasehold agreements, and two properties in York and Bath are part
freehold and part leasehold. Most of the ground leases have terms
that are longer than 100 years, with Bristol City Centre (ground
lease of 77 years), Holiday Inn Portsmouth (94 years), and Luton
Airport (82 years) as exceptions. DBRS Morningstar understands that
in conjunction with the refinancing, a simultaneous carve out of a
ground lease strip for 43 hotels in the portfolio (of which three
are deferred) was granted in favor of an institutional investor for
125 years with a GBP 1 buy-back option in year 65 for Atlas, who
entered into separate leases for the respective properties. The
initial ground rent payable by Atlas under the lease agreements
(the leaseback lease) is GBP 7.0 million per year, which is 15% of
the adjusted net operating income (NOI) for the 2018 financial
year. The lessor will review the rent annually and increases will
be linked to increases in the Retail Price Index subject to a 0%
floor and 5% cap. DBRS Morningstar made a reflective adjustment to
its net cash flow and value assumptions.

The portfolio is largely stabilized, but DBRS Morningstar notes
that three properties—while still operational—are undergoing
renovations. The renovations are expected to be completed in early
2020 and will result in 157 additional rooms across three hotels
(i.e., Hammersmith, Cambridge, and Edinburgh Waterfront). To fund
the hotel expansions, on the utilization date, GBP 14.2 million of
the senior loan proceeds were placed into a cash trap account under
the CAPEX ledger and remains under control of the lender. Upon the
sale of these assets, any remaining balance will be transferred to
the purchaser of the respective hotel. DBRS Morningstar understands
that GBP 4 million has been spent and qualifies to be released from
the CAPEX ledger. In its assessment, DBRS Morningstar assumed that
the delivery of additional guest rooms will occur in early 2020,
which was corroborated by its site visit to Hammersmith and the
valuation report. To account for the additional guest room supply,
DBRS Morningstar applied further stresses to the occupancy rates
for these respective hotels. DBRS Morningstar's stressed net cash
flow (NCF) assumption for the portfolio, inclusive of the ground
lease payments, is GBP 40.6 million and the respective value for
the portfolio is GBP 448.72 million, implying a capitalization rate
of 9%, LTV of 77%, and a debt yield of 11.6% (the issuer debt yield
at the cutoff date was 13.4%).

As of the T-12 ending June 2019, the occupancy rate of the
portfolio was 82.9% and the ADR was GBP 69.63, resulting in a
RevPAR of GBP 57.64. In 2018, the highest ADR of GBP 106 and RevPAR
of GBP 87.51 were both achieved at the Hammersmith hotel. For the
T-12 ending June 2019, the portfolio generated GBP 131.7 million of
revenue, after deducting costs and expenses. The EBITDA for the
same period was GBP 53.8 million and the NOI was GBP 42.9 million
after management fees, FF&E, and a ground lease payment of GBP 7.1
million.

The IHG franchise agreements typically have 15- to 20-year terms
and give the hotels access to IHG's operating and revenue
management system, Holidex. In 2014, a Master Development Agreement
between IHG and the owner was introduced that set out to increase
the number of guest rooms in the portfolio; this was superseded by
the Portfolio Agreement in October 2017 between IHG and Atlas,
which extended the franchise agreement expiry dates by 15 years and
provided franchise cost savings on the condition that 400 rooms are
added to the portfolio by the end of 2020.

The senior loan bears interest at a floating rate equal to
three-month Libor (subject to zero floors) plus a margin of 3.25%
annually. The expected maturity date is December 16, 2024. The
notes are expected to have a final maturity date on May 2, 2030,
providing a tail period of five years.

The borrower is required to amortize the senior loan by GBP 656,250
on each interest payment date or by GBP 2,625,000 per year, which
is 0.75% of the senior loan amount at issuance. Scheduled
amortization proceeds will be distributed pro-rata to the
noteholders unless a sequential payment trigger is continuing, in
which case, the proceeds will be distributed sequentially. Before a
sequential payment trigger event, equity funded voluntary
prepayments will be applied pro-rata to the notes and the VRR loan.
In the case of mandatory prepayments after property disposals, the
senior allocated loan amounts (ALA) and release premiums will also
be allocated pro-rata to the notes and the VRR loan. The senior
release price for the corresponding property is set between 15% and
25% above the ALA of the disposed of property. The borrower is
allowed to dispose of properties in the portfolio, which
cumulatively must not exceed 10% of the principal balance of the
senior loan.

The senior loan has LTV and debt yield covenants for cash traps and
events of default. The LTV cash-trap covenant is set at 67.4% in
years 1-2, 64.9% in years 3-4 and 62.4% thereafter, while the
debt-yield cash-trap covenant is triggered if the debt yield is
below 10.0% in year 1, 10.3% in year 2, 11.3% in year 3, 11.5% in
year 4, and 11.8% thereafter. The LTV default covenants are set at
72.4% for years 1 through 3, 69.9% in year 4 and then 67.4%
thereafter. The senior obligors are required to ensure that the
senior debt yield is no less than 9.3% in year 1, 9.5% in year 2,
10.0% in year 3, 10.5% in year 4, and 10.5% thereafter.

The interest rate risk will be fully hedged over the first three
years of the senior loan's five-year term by way of a prepaid cap
provided by SMBC Nikko Capital Markets Limited. The hedge has an
initial term of three years; however, there is an obligation to
extend the hedge for an additional year, prior to the expiry of the
hedge and then again for another one year, prior to the expiry of
the extended hedge. If the hedge is not extended as described,
there will be a loan event of default and sequential payment
trigger event on the notes.

The transaction included a Reserve Fund Note (RFN), which funded
95% of the liquidity reserve (i.e., the note share part). After
issuance, the GBP 15.5 million RFN proceeds and the GBP 815,789.47
million vertical risk retention (VRR) loan contributions were
deposited into the transaction's liquidity reserve. The liquidity
reserve will provide liquidity to pay property protection advances,
senior costs, and interest shortfalls (if any) in relation to the
corresponding VRR loan interest and the Class A, Class B, Class C,
and Class D notes. The RFN notes rank pari passu with the Class A
notes. According to DBRS Morningstar's analysis, the liquidity
reserve amount is equivalent to approximately 13 months of coverage
on the covered notes, based on the interest rate cap strike rate of
3.0% per year, and 12 month's coverage based on the Libor cap after
loan maturity or the occurrence of a loan-level cap event of 5.0%
annually.

The borrower has an option to add mezzanine debt provided that (1)
when aggregated with the senior loan, the mezzanine debt is limited
to 70% of the aggregate portfolio MV; and (2) written confirmation
from each rating agency then rating the notes that the mezzanine
financing would not result in a downgrade of each class of notes or
withdrawn; or the restoration of any original rating, having been
downgraded. To maintain compliance with applicable regulatory
requirements, the seller has retained an ongoing material economic
interest of no less than 5% of the securitization via a VRR loan
that the seller advanced to the Issuer at closing.

Notes: All figures are in British pound sterling unless otherwise
noted.


HOLLAND & BARRETT: S&P Alters Outlook to Neg. & Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based retailer
Holland & Barrett (H&B) to negative and affirmed its 'B-' issuer
credit rating.

A soft economy and increasingly tough retail conditions could
constrain the group's cash generation, raising questions about the
sustainability of its capital structure.

S&P said, "The negative outlook reflects our expectation that the
group's earnings and cash generation will be more volatile in the
next 12-24 months amid increasingly difficult market conditions. In
our opinion, the outlook for the U.K. retail industry has
deteriorated since our last publication, and we think that
persistent Brexit-related headwinds will continue to exacerbate the
tough retail environment. We therefore consider the group to be
more susceptible to downside risks to its earnings and cash flows
than previously." Intense competition and weak customer sentiment
will elevate pressure on the U.K. retailers' full-price sales
growth, margins, and cash generation. H&B's high operational and
financial leverage exacerbates the group's sensitivity to any
shortfalls in top-line growth. Additional costs, capital
expenditure (capex), and execution risks that H&B faces in relation
to its extensive turnaround plan add to the downside risks around
the group's ability to achieve the steep increase in its earnings
and cash generation that would allow it to deleverage and
comfortably sustain its capital structure in the medium term.

S&P said, "Notwithstanding stronger-than-budgeted trading in the
quarter to Dec. 31, 2019 (first quarter of financial 2020 ending
Sept. 30; Q1 FY2020), we have not revised our base case since our
last publication to factor in even higher competitive pressure than
previously anticipated. In our opinion, H&B may need to escalate
its promotional activities or reduce its profitability margins or
cash conversion expectations in order to preserve top-line growth
through the year. This could wipe out the GBP6.5 million cash
inflow that the group achieved in Q1, which materially exceeded the
budget for the period." While awaiting the release of the audited
accounts for FY2019, S&P estimates that H&B will suffer from
still-elevated leverage and weak cash generation on a rolling last
12 months (LTM) basis over the next 12-24 months and will post the
following credit metrics:

-- S&P Global Ratings-adjusted debt to EBITDA of 7.8x in FY2019
and 7.0x in FY2020.

-- EBITDAR cash interest coverage (defined as reported EBITDA
before deducting rent over cash interest plus rent) of about 1.2x
in FY2019 and 1.3x in FY2020.

-- Negative reported free operating cash flow (FOCF; after lease
payments) of GBP17 million in FY2019 and remaining negative by
about GBP5 million-GBP7 million in FY2020.

-- S&P may view a possible purchase of H&B debt by LetterOne as a
distressed exchange due to H&B's weak FOCF forecast, elevated
leverage, and debt trading levels.

S&P said, "In our view, LetterOne may purchase portions of H&B's
debt below par value over the next 12 months, following the recent
amendment to its senior facility agreement. Although the original
documentation allowed the sponsor to purchase the group's debt in
the secondary market, it stipulated that the tender offer to all
creditors was a mandatory step in the process. The amendment,
approved by the majority of lenders, allows LetterOne to purchase
H&B's debt on bilateral basis, as well as via a tender offer at the
sponsor's discretion. In our opinion, this change makes such debt
purchases less cumbersome for the sponsor and therefore increases
the possibility of LetterOne purchasing portions of H&B debt. In
the context of the company's rating level, its sharp drop in
earnings and cash generation in FY2019, and very high leverage, its
debt is currently trading significantly below par. Therefore we
believe that a debt repurchase, if undertaken, could constitute a
distressed exchange offer under our methodology and would therefore
be tantamount to a selective default at the issuer level."

That said, S&P understands that neither the company nor the sponsor
have plans to repurchase any of H&B's debt at present.

There are improvements in the underlying business, but the
multifaceted turnaround plan against the backdrop of the very
difficult market bears significant execution risk.

The group has retained positive overall and like-for-like revenue
growth in a declining U.K. market, restored its online sales
growth, and maintained adequate liquidity in the quarter to Dec.
31, 2019 (first-quarter 2020). In its first-quarter trading update
on Jan. 10, 2020, H&B reported total sales growth of 4.8% year on
year, like-for-like sales increased 3.3%, while e-commerce sales
grew 22%. The group also posted GBP26 million cash at the end of
the quarter, materially ahead of budget. At the same time, S&P
anticipate that the wide-scale nature of H&B's turnaround plan,
launched by its new management team, and related exceptional
charges will still preclude FOCF after lease-related payments from
turning positive by the end of financial 2020 ending Sept. 30
(FY2020).

The group's ambitious scope of strategic initiatives covers its
product assortment, development of omnichannel and digital
capabilities, and raising productivity of its store operations. As
is often the case with comprehensive transformation programs, these
initiatives could take longer to bear results or cost more to
deliver than anticipated at the outset, while the industry outlook
could deteriorate even faster than anticipated. Moreover, H&B's
cost structure remains highly rigid, as relatively inflexible costs
comprising store running, labor, and central costs accounted for a
major part of the costs incurred during the year. As such, any
weakness in future top-line growth would further weigh on
profitability and cash generation, and would likely contribute to a
deterioration of credit metrics.

The negative outlook reflects the risk that, given the high debt
level and significant drop in earnings over FY2019, the company's
capital structure may become unsustainable, unless it meaningfully
and swiftly turns around its operations and starts delivering
positive FOCF on a rolling LTM basis. Moreover, although S&P
understands that neither the company nor sponsor plans to do so, it
cannot rule out that LetterOne may purchase portions of H&B's debt
at below par value within the next 12 months.

S&P said, "We could lower the ratings if the company were likely to
consider a distressed exchange offer. We could downgrade to 'SD'
(selective default) if the company or LetterOne were to complete
one or more debt repurchase transactions at below par value.

"Alternatively, if the company failed to demonstrate a strong
operational turnaround in the next few months, we could assess
H&B's capital structure as unsustainable, potentially triggering a
downgrade to 'CCC+'. Namely, we could lower the rating if H&B's
FOCF (after lease payments) remained negative.

"We could revise the outlook to stable if we no longer viewed the
prospect of debt purchases by the group or its sponsor at less than
par as probable." An outlook revision to stable would also depend
on H&B resolving the concerns over the medium-term sustainability
of its capital structure and expanding liquidity headroom. For
example, turning free cash generation meaningfully positive on a
rolling LTM basis and restoring EBITDAR cash interest coverage to
at least 1.3x would indicate such improvements.


INTU: In Talks with Shareholders, Investors to Raise Fresh Funds
----------------------------------------------------------------
Naomi Rovnick at The Financial Times reports that Intu Properties
Plc, a UK shopping centre owner that has been hit by retailers
falling into insolvency or closing their shops, is in talks with
investors about raising fresh funds to shore up its balance sheet.


The owner of major regional shopping hubs such as Manchester's
Trafford Centre and Lakeside in Essex announced it was "engaged in
constructive discussions with both shareholders and potential new
investors" about selling new shares to raise funds, the FT
relates.

The group, which has almost GBP5 billion of net debt, did not
disclose how much it wants to raise but said it planned to secure
the funds by the time it publishes its full-year results at the end
of February, the FT notes.  According to the FT, a report in this
weekend's Sunday Times said Intu is seeking GBP1 billion.

Intu's shares fell 6% to 21.47p in early Monday, Jan. 20, trading,
the FT relays.  They have lost more than 80% of their value in the
past 12 months as investors have become cautious about retail
property owners, the FT discloses.


QUINN RADIATORS: Unsecured Creditors to Get Just GBP132,000
-----------------------------------------------------------
Gavin Daly at The Times reports that former Quinn Radiators
business, which collapsed last year with the loss of almost 300
jobs, has just GBP132,000 (EUR154,000) available to pay unsecured
creditors who are owed a combined GBP36.4 million.

Secured creditors of the company, whose factory in Newport, south
Wales, was once the biggest radiator plant in the world, also face
a shortfall on the GBP10 million they are owed, The Times relays,
citing an update from administrators Grant Thornton.  The secured
creditors are HSBC Invoice Finance in the UK, which is owed GBP7.35
million, and the Welsh government, owed GBP2.6 million, The Times
discloses.

The radiator company was originally part of quoted group Barlo but
was bought in 2004 by Quinn Group, which spent GBP130 million on
the factory, The Times notes.


SIRIUS MINERALS: Anglo American Tables GBP405-Mil. Offer
--------------------------------------------------------
Jon Yeomans at The Telegraph reports that Anglo American has tabled
a GBP405 million offer for Yorkshire fertilizer miner Sirius
Minerals that could save it from collapse.

The FTSE 100 mining giant said the offer represented a 34% premium
on Sirius's share price before its interest became known, The
Telegraph relates.

According to The Telegraph, Anglo boss Mark Cutifiani said the
project "supports our ongoing transition towards supplying those
essential metals and minerals that will meet the world's evolving
needs".

The company believes Sirius's mine on the North York Moors will
provide plentiful supply of potash-based fertilizer polyhalite for
years to come, helping provide essential nutrients to farmers
around the world, The Telegraph discloses.

As reported by the Troubled Company Reporter-Europe on Jan. 9,
2020, the Telegraph related that Sirius, which is midway through
building a giant mine in the North Yorks Moors, has suffered a
slump in its share price after warning last September that
multibillion dollar funding for the next stage had fallen through,
leaving it with only enough cash to last another six months.


WEAVERING MACRO: Liquidators Declare Final Dividend
---------------------------------------------------
The joint official liquidators of Weavering Macro Fixed Income
Fund intend to declare a final dividend, according to liquidator
Jess Shakespeare.

Any creditor wishing to participate in the final dividend who was
not already lodged his proof of debt form with the joint official
liquidators must do so no later than February 4, 2020.

Proof of debt forms can be obtained from:

         Sarah Moxam
         PO Box 258
         Grand Cayman KY1-1104
         Cayman Islands
         Tel: +1 (345)914-8634
         Fax: +1 (345)945-4237
         E-mail: sarh.moxam@ky.pwc.com

                    About Weavering Macro Fund

Weavering Capital (UK) Limited is an English incorporated
investment management firm, which went into administration on March
19, 2009, whose primary function was to act as investment advisor
to a Cayman Islands incorporated hedge fund, Weavering Macro Fixed
Income Fund Limited.  Liquidators were appointed over the Macro
Fund on March 19, 2009.  The Weavering Macro Fixed Income Fund was
understood to have funds under management of around US$639 million
in late 2008.



                           *********


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 2020.  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.


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