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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 28, 2020, Vol. 21, No. 20

                           Headlines



A Z E R B A I J A N

AZERBAIJAN: S&P Affirms 'BB+/B' Sovereign Credit Ratings


F R A N C E

ALTICE FRANCE: Moody's Rates New EUR500MM Sec. Notes Due 2025 'B2'


G E R M A N Y

CHEPLAPHARM ARZNEIMITTEL: Moody's Affirms B2 CFR, Outlook Stable
CHEPLAPHARM ARZNEIMITTEL: S&P Affirms 'B' LT ICR, Outlook Stable
NIDDA BONDCO: S&P Cuts ICR to 'B' on Expansive Financial Policy
ROEHM HOLDING: Moody's Affirms B2 CFR & Alters Outlook to Negative


G R E E C E

FRIGOGLASS SAIC: Moody's Assigns B3 CFR, Outlook Stable
FRIGOGLASS SAIC: S&P Affirms 'B-' ICR on Proposed Refinancing


I R E L A N D

DILOSK RMBS 3: S&P Affirms 'CCC(sf)' Rating on Class XI Notes


N O R W A Y

HURTIGRUTEN GROUP: Moody's Rates New EUR300MM Sec. Notes 'B2'
HURTIGRUTEN GROUP: S&P Affirms 'B-' ICR on Refinancing Transaction


R U S S I A

ETALON LENSPETSSMU: S&P Lowers ICR to 'B', Outlook Negative
INTERPROMBANK JSCB: Moody's Lowers Deposit Ratings to Caa2
LEADER INVEST: S&P Alters Outlook to Negative & Affirms 'B/B' ICR
ROSVODOKANAL LLC: Fitch Assigns BB- LongTerm IDRs, Outlook Stable


S P A I N

CAIXABANK RMBS 1: Moody's Upgrades EUR1349MM Cl. B Notes to Caa1
GENOVA HIPOTECARIO VII: Fitch Affirms BB+sf Rating on Class C Debt


U N I T E D   K I N G D O M

BRITISH STEEL: Jingye Plans to Build Furnace on Teeside
CHILANGO: Some Mini-Bond Investors Opt to Cut Losses
CINEWORLD GROUP: S&P Rates $1.93BB Secured Term Loan Due 2027 'B+'
FLYBE: Seeks GBP100MM Short-Term Loan From UK Government
QUICK-SURE INSURANCE: Goes Into Administration

REDFISHMEDIA: Mylo Kaye Banned from Serving as Director
SOUTH WESTERN RAILWAY: Faces Renationalization Over Financial Woes

                           - - - - -


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A Z E R B A I J A N
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AZERBAIJAN: S&P Affirms 'BB+/B' Sovereign Credit Ratings
--------------------------------------------------------
S&P Global Ratings, on Jan. 24, 2020, affirmed its long- and
short-term foreign and local currency sovereign credit ratings on
Azerbaijan at 'BB+/B'. The outlook on the long-term ratings is
stable.

Outlook

The stable outlook indicates S&P's view of broadly balanced risks
to the ratings over the next 12 months; it expects that the
authorities will continue to focus on macroeconomic stability,
including fiscal management. Prospects for volume production
increases in the oil sector appear limited, while progress on
improving the nonenergy economy's productivity has been slow.

Downside scenario

S&P said, "We could lower the ratings if Azerbaijan's economic
prospects weakened compared with our forecast. This could happen,
for example, as a result of delays affecting the Shah Deniz II
(SDII) gas project or a faster-than-expected fall in oil
production. It could also occur if hydrocarbon prices declined
beyond our assumptions, which would also have a knock-on effect on
nonoil sector performance through lower consumer confidence or
reduced investments.

"We could also lower the ratings if domestic political risks
increased in response to a significant recent decline in real
incomes, possibly restricting the government's ability to control
spending."

Upside scenario

Conversely, S&P could consider an upgrade if external surpluses
were higher than base-line projections, resulting in a faster
accumulation of government fiscal assets. This could happen, for
example, if hydrocarbon prices markedly increased in contrast to
our assumptions and S&P expected the increase to not be temporary.

Upside to the ratings could also build if the government devised
and implemented a program of reforms, addressing a number of
Azerbaijan's structural impediments, such as limited economic
diversification and substantial constraints to monetary policy
effectiveness.

Rationale

S&P's ratings on Azerbaijan are supported by the sovereign's strong
fiscal and external positions, which are underpinned by relatively
low levels of central government debt and significant foreign
assets accumulated in the sovereign wealth fund, State Oil Fund of
the Republic of Azerbaijan (SOFAZ).

The ratings remain constrained by still-weak institutional
effectiveness, the narrow and concentrated economic base, limited
monetary policy flexibility, and shortcomings in relation to the
completeness and accuracy of external sector data.

Institutional and economic profile: In the absence of major
structural reforms, economic growth prospects remain soft

  -- In S&P's view, Azerbaijan's institutions are at a developing
     stage, and it expects policy changes to be limited in the
     foreseeable future.

  -- As a consequence, Azerbaijan's economic performance will
     remain muted, with key policy priorities focusing on social
     and economic stability.

  -- S&P expects these moderate economic growth prospects will
     remain dependent on hydrocarbon industry trends and
     public-sector spending.

In S&P's opinion, Azerbaijan's institutions are developing. They
are characterized by highly centralized decision-making and lack
transparency, which can make policy responses difficult to predict.
Political power remains concentrated on the president and his
administration, with limited checks and balances.

Several political developments took place over the past few months,
with President Ilham Aliyev replacing the prime minister,
reorganizing the cabinet structure, and dissolving the legislature.
Snap elections have been called for Feb. 9, 2020. S&P said, "We
expect the new parliament will likely still be dominated by the
president's New Azerbaijan Party, albeit with some new members.
Although we understand these efforts officially aim at bringing in
structural reforms and diversifying the hydrocarbon-dependent
economy, the efficiency of the newly formed government and
parliament will need to be tested."

S&P said, "We continue to see geopolitical risks stemming from the
unresolved dispute with Armenia over the Nagorno-Karabakh region.
Over the medium term, we think the risk of a full-fledged outright
conflict appears contained. Nevertheless, we also consider the
prospects for resolution to be remote, given vastly different
positions on the issue by the two countries.

"Our expectation of lower oil prices from 2020 and uncertain oil
production trends will weigh on Azerbaijan's economic outlook. We
expect consumer confidence will recover gradually on the stability
of the Azerbaijani manat and inflation levels, as well as higher
minimum wages and social welfare payments introduced in 2019,
providing some support to growth.

"We expect the country's economic performance will remain
relatively slow with average growth forecast at under 2.5% through
2023. Growth should be supported by a recovery in consumption aided
by recent fiscal measures, and a cautious increase in business
confidence following the initial delivery of the large SDII gas
field project, which saw Azeri gas supplied to Turkey since July
2018. Over the next four-to-five years, we anticipate gas exports
will gradually rise as the project reaches full capacity, which
should strengthen broader economic dynamics. Due to potential
delays in finishing the Trans-Adriatic Pipeline (TAP) we do not
expect Azeri gas to reach Europe before late 2020."

Longer-term questions have been raised over the production from the
Azeri-Chirag-Gunashli (ACG) oilfield (Azerbaijan's biggest). With
declining production anticipated--given the field's age--further
investment, and therefore stable production, is uncertain, although
production sharing agreements extend to 2050. S&P expects oil
production will further fall by about 3% to 733,000 barrels per day
(bpd) in 2020 but stabilize at about 771,000 bpd in the remainder
of the forecast horizon. This will be supported in part by the SDII
and Absheron fields, which are expected to offset declining ACG
production.

Flexibility and performance profile: Twin balances are forecast to
stay in surplus over 2020-2023

  -- The government's strong fiscal and external net asset
     positions will remain a core rating strength.

  -- S&P expects lower oil prices than in 2019 will reduce fiscal
     and external balances, but that they will remain in surplus
     throughout the forecast horizon.

  -- Monetary policy effectiveness remains constrained by the
     still-fragile banking system, small domestic capital markets,
     high dollarization, and lack of operational independence at
     the Central Bank of Azerbaijan (CBA).

S&P said, "Over the medium term, we expect current account
surpluses to average under 6% of GDP, compared with the estimated
8.8% of GDP in 2019. Despite gradually increasing gas exports from
the Shah Deniz field, current account receipts will be constrained
by our assumption of lower hydrocarbon prices and broadly stable
oil production." Reduced import bills associated with lower
oil-related services and investment in fixed capital will, however,
support external surpluses.

Azerbaijan's strong external balance sheet will remain a core
rating strength, underpinned by the large foreign assets
accumulated in the sovereign wealth fund, SOFAZ. S&P estimates
external liquid assets will surpass external debt by 105% of
current account payments in 2020 and average about 112% over
2021-2023, supported by recurrent external surpluses. Azerbaijan
will remain vulnerable to potential terms-of-trade volatility.
Nevertheless, in S&P's view, its large net external asset position
will serve as a buffer to mitigate the potential adverse effects of
economic cycles on domestic economic developments. With that said,
our assessment on Azerbaijan's external position remains somewhat
constrained by data inconsistencies because of persistently high
errors and omissions of balance of payments and only partial data
for the international investment position.

Mirroring developments on the external side, Azerbaijan's fiscal
surpluses will narrow markedly over 2020-2023. S&P projects that
general government surpluses will average 1.8% of GDP through 2023
compared with the estimated surplus of 8.1% in 2019. Despite
decreased hydrocarbon revenue compared with the previous year,
higher revenue from SOFAZ's external assets supported strong fiscal
performance in 2019.

S&P said, "We do not expect the launch of SDII and its expansion
over the next few years will have a substantial effect on fiscal
revenue. This is because Azerbaijan will mostly use the profits
from planned gas exports to pay down the debt of the Southern Gas
Corridor--a government special-purpose vehicle that financed a
substantial part of the project and received foreign financing with
government guarantees. Nevertheless, we expect the government's
ongoing efforts to streamline nonoil revenue administration and tax
compliance, coupled with new tax policy measures, will gradually
foster revenue mobilization.

"We expect fiscal expenditure will increase to about 36% of GDP
this year from an estimated 32% in 2019, but remain stable in the
remainder of the forecast horizon. This will be largely spurred by
higher recurrent spending and stable nominal GDP in 2020. In our
view, recent increases in wages, pensions, and other social
protection payments will be partially offset by the reallocation of
expenditure from public investment in fixed capital. Nevertheless,
we also expect the ongoing adoption of fiscal rules that place
limits on the pace of expenditure growth will help maintain fiscal
control in the medium term."

Despite narrowed general government surpluses, Azerbaijan's fiscal
position remains strong on a stock basis, supporting the sovereign
ratings. S&P said, "We project government net assets will average
55% of GDP over our four-year forecast horizon. We only count
SOFAZ's external liquid assets in our calculations; we exclude the
17% of GDP equivalent exposures that might be hard to liquidate if
needed, such as the fund's domestic investments and certain equity
exposures abroad." Compared with many peers, for example in the
Gulf Cooperation Council, Azerbaijan is considerably more
transparent in the publication of detailed information on
categories of investments held by SOFAZ.

S&P said, "We forecast the stock of general government debt as a
share of GDP will be stable, at under 33% on average in 2020-2023.
However, there will be a marginal increase in government debt in
absolute terms from 2021 to finance budget deficits at the central
government level. After 2015, the stock of general government debt
expanded at a much faster pace than headline budgetary balances
imply. This was mainly due to the government's assumption of $2.3
billion of liabilities from International Bank of Azerbaijan (IBA)
in 2017 and our treatment of the sovereign guarantee on AqrarKredit
loans from the CBA as part of general government debt. We believe
that most risks to the sovereign from the weak banking system have
already materialized, so we see additional contingent liabilities
as limited. Even though the financial system remains weak, we
forecast it will gradually strengthen in tandem with improved
growth."

S&P estimates the size of state-owned enterprise sector debt,
including most sovereign guarantees, at about 34% of GDP, which S&P
assesses as a contingent liability for the government. More than
80% of the sector's debt is attributed to the Southern Gas
Corridor, SOCAR, and Azerenerji.

Following de-pegging in December 2015 and a period of float, since
April 2017, the exchange rate has stabilized at 1.7 manat per U.S.
dollar, supported by authorities' regular interventions in the
foreign-exchange (FX) market. In S&P's view, should oil prices
become less favorable, the authorities will allow the exchange rate
to adjust to avoid a similar substantial loss of FX reserves to
that seen in 2015.

However, S&P believes the inflexible exchange arrangement
constrains the CBA's ability to conduct monetary policy. The
central bank's ability to influence domestic monetary conditions
and economic development is further constrained by still-elevated
resident deposit dollarization, which remains high at about 55%
despite falling from peak levels of 76% in 2015. In addition,
Azerbaijan's local-currency debt capital market remains small and
underdeveloped and CBA's operational independence remains limited.

  Ratings List

  Ratings Affirmed

  Azerbaijan

  Sovereign Credit Rating                 BB+/Stable/B
  Transfer & Convertibility Assessment    BB+




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F R A N C E
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ALTICE FRANCE: Moody's Rates New EUR500MM Sec. Notes Due 2025 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
EUR500 million senior secured notes due in 2025 issued by Altice
France S.A. (B2, negative), and a Caa1 rating to the proposed
EUR1.6 billion-equivalent senior notes due in 2028, issued by YPSO
FINANCE BIS S.A., a new borrowing entity fully owned by Altice
France. The outlook on YPSO FINANCE BIS S.A. is negative.

The EUR1.6 billion proceeds, together with EUR518 million proceeds
from the asset disposals at Altice International S.a.r.l. ("Altice
International" B2, negative), will be used to repay the EUR2.1
billion-equivalent senior notes due in 2025 issued by Altice
Luxembourg S.A. (B2 negative). The new EUR500 million notes due
2025 will be used to repay the drawn portion of the EUR1,125
million revolving credit facility (RCF) at Altice France due in
2023, which was used to fund the acquisition of fibre wholesale
operator Covage (unrated).

In addition, the company indicated that it will offer to exchange
EUR2.9 billion-equivalent senior notes issued by Altice Luxembourg
maturing in 2027 into senior notes with the same maturity, issued
by a newly incorporated immediate holding company of Altice France
("Altice France Holdco"), subject to consent of more than 50.1% of
bondholders. As a result of the exchange, bondholders would benefit
from a first raking pledge on the capital stock of Altice France
(replacing the share pledge on Altice International), but they
would also lose the diversification benefit from Altice
International's cash flows. Moody's also understands that the debt
incurrence test would be widened to 4.5x from 4.0x.

"The refinancing will extend modestly the debt maturity profile of
the Altice Luxembourg entities and will bring additional interest
savings at group level which will support free-cash-flow generation
from 2020 onwards," says Ernesto Bisagno, a Moody's VP-Senior
Credit Officer and lead analyst for Altice.

"While the transaction is broadly leverage neutral at Altice
Luxembourg consolidated level, it will increase reported net
leverage at Altice France from 3.9x to 5.0x, but the B2 rating on
Altice France already reflected the potential use of financial
flexibility for this debt push down," added Mr Bisagno.

RATINGS RATIONALE

The B2 rating of Altice France's proposed EUR500 million senior
secured notes is at the same level as the company's B2 corporate
family rating (CFR). This reflects the pari-passu ranking with
Altice France's existing senior secured notes and bank credit
facilities. The Caa1 rating on the proposed EUR1.6
billion-equivalent senior notes issued by Ypso Finance, two notches
below the B2 CFR, reflects the subordinated nature of the new
instrument.

If the exchange of the EUR2.9 billion-equivalent senior notes
issued by Altice Luxembourg maturing in 2027 is successfully
completed, there will be an automatic exchange of the EUR1.6
billion senior notes issued by Ypso Finance for an equal aggregate
principal amount of senior notes issued by Altice France Holdco,
under the same terms of the Altice Luxembourg notes due in 2027.

The Caa1 rating on the proposed EUR1.6 billion-equivalent senior
notes is appropriate within the current financing structure and
also if there is a successful exchange for bonds at the proposed
new Altice France Holdco. However, in the event that the exchange
is only partially implemented and there is any remaining
subordinated debt at Altice Luxembourg, negative pressure on the
rating of these instruments could develop because of the presence
of the subordinated piece of debt at Altice France ahead of them in
the waterfall of group liabilities, as well as at Altice
International. This risk may be partially mitigated by the fact
that in such event, Altice Luxembourg's bondholders would continue
to benefit from the diversification of cash flows of Altice France
and Altice International.

Altice France's standalone credit metrics are stronger than those
of Altice Luxembourg, but Altice France's B2 rating already
factored in the overhang from the group's higher leverage and the
potential use of Altice France's leverage capacity for corporate
purposes. Following the announced transaction, Moody's expects
Altice France's adjusted debt/EBITDA to increase towards 5.2x in
2020 from 4.4x expected in 2019.

Altice France's B2 rating primarily reflects (1) the company's
position as of one of the leading convergent companies in the
competitive French market; (2) its scale and ranking as the
second-largest telecom operator in France; (3) its integrated
business profile; (4) the company's improved operating performance
after years of revenue decline; (5) its improved liquidity; and (6)
the group's commitment to reduce its consolidated net debt/EBITDA
to 4.25x (5.2x as of September 2019) at the group level.

The rating is constrained by (1) Altice Luxembourg's highly
leveraged capital structure, with its Moody's adjusted debt/EBITDA
expected to be at 5.7x in 2019 (with potential for deleveraging in
2020 depending on the use of proceeds from disposals); (2) the
limited free cash flow (FCF) in 2020; (3) the complexity of the
group structure; (4) the competitive, although easing, nature of
the French telecom market; and (5) stretched management resources,
given the scale of the group.

Moody's forecasts Altice France's free cash flow after capital
spending to be marginally positive in 2019 and to improve in 2020,
driven by a combination of (1) positive earnings growth, (2)
normalisation in working capital needs, and (3) lower capital
spending intensity; offset by higher interests due to the larger
amount of debt assumed in this transaction. However, the
acquisition of Covage and the spectrum auction expected in 2020
will constrain debt reduction.

Moody's has factored into its analysis of Altice France the
following governance considerations. The rating agency acknowledges
the company's renewed focus on operational management, but believes
that its management team remains stretched, given the complexity of
Altice Europe and the competitive nature of its key markets. While
the envisaged transaction aims at simplifying the group structure
by centralizing the group's debt in two credit pools (Altice France
and Altice International) and achieves some interest savings, the
transaction is fairly complex and increases leverage at Altice
France.

LIQUIDITY

Altice France's liquidity is adequate with no major debt maturities
until 2025.

Pro forma for the transaction, Altice France would have cash of
EUR178 million, and EUR1,125 million committed undrawn revolving
credit facilities maturing in 2023. The RCFs are subject to a
springing (any drawing) net senior leverage covenant of maximum
4.5x, with about 13% headroom post-transaction assuming a pro-forma
net senior leverage of 3.9x.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook on Altice France's rating is in line with the
negative outlook on its parent company, Altice Luxembourg.

Despite ongoing operating improvements in its key markets, Altice
France's ratings remain constrained by (1) the high leverage at
Altice Luxembourg, with year-end 2019 Moody's-adjusted leverage,
inclusive of IFRS 16, likely to be at 5.7x (with potential for
deleveraging in 2020 depending on the use of proceeds from
disposals); (2) competitive market conditions, with only a short
track record of stabilisation in operating performance; (3) a
complex financial structure, with greater economic liabilities from
towers and the pro rata consolidation of off balance-sheet
companies; and (4) negative FCF in 2019 (although improving in the
second half of the year), with potential for additional improvement
in 2020.

WHAT COULD MOVE THE RATINGS UP/DOWN

The triggers for Altice France are aligned with those of Altice
Luxembourg to reflect the overhang that the debt at the parent
represents for its subsidiaries.

Upward pressure on the rating is limited in the short term, but may
develop over time if the company maintains strong liquidity and
demonstrates sustained improvement in underlying revenue and key
performance indicators (KPIs; for example, churn and ARPU), with
growing EBITDA in main markets, especially in France, leading to an
improvement in credit metrics, such as: (1) Moody's-adjusted
leverage at Altice Luxembourg maintained below 5.0x; (2)
significant improvement in FCF on a consistent basis; and (3)
strong liquidity, with no refinancing risks.

Downward pressure on the ratings may develop if Altice France's
underlying operating performance weakens, leading to a
deterioration in the group's credit fundamentals, such as: (1)
Moody's-adjusted leverage at Altice Luxembourg remaining
consistently above 5.5x; (2) a significant deterioration in FCF;
(3) material debt-financed acquisitions; or (4) signs of
deterioration in liquidity.

LIST OF AFFECTED RATINGS

Issuer: Altice France S.A.

Assignment:

Senior Secured Regular Bond/Debenture, Assigned B2

Issuer: YPSO FINANCE BIS S.A.

Assignment:

Senior Subordinated Regular Bond/Debenture, Assigned Caa1

Outlook Action:

Outlook, Assigned Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

COMPANY PROFILE

Altice France is a leading telecom operator in France. The company
reports its results under three segments: business to consumer
(B2C; 64% of revenue in the 12 months ended September 2019),
business to business (B2B; 31%) and media (4%). Over the same
period, the company had 15.7 million B2C mobile subscribers and 6.3
million B2C fixed-line subscribers, of which 2.8 million were
fast-fibre connections. Altice France reported revenue and adjusted
EBITDA (as defined by the company and pro forma for the group
reorganisation) of EUR10.4 billion and EUR4 billion, respectively.




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G E R M A N Y
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CHEPLAPHARM ARZNEIMITTEL: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Cheplapharm Arzneimittel GmbH B2
corporate family rating, its B2-PD probability of default rating
and its B2 senior secured ratings. Concurrently, Moody's has
assigned a B2 senior secured rating to the EUR500 million of term
loan B and the senior secured notes to be issued. The outlook is
stable.

"We have affirmed Cheplapharm's ratings because it will use most of
the proceeds to refinance existing debts," says Knut Slatten, a
Moody's Vice President -- Senior Credit Officer and lead analyst
for Cheplapharm. "We believe that the company will maintain a
Moody's-adjusted leverage below 5.5x despite its increasing levels
of debt and acquisitive financial policy," Mr Slatten added.

RATINGS RATIONALE

Cheplapharm intends to issue EUR500 million of new debt through a
combination of senior secured notes and Term Loan B. Proceeds,
along with EUR29 million of cash, will repay EUR295 million of
drawings under the revolving credit facility (RCF) and a EUR115
million bridge facility, and prefinance the acquisition of the Sake
portfolio, which comprises 10 cardiology and intensive care
products, for EUR110 million.

Although the transaction will also increase reported net debt by
EUR120 million, Cheplapharm will maintain credit ratios
commensurate with its current B2 rating. On a Moody's-adjusted
basis, Cheplapharm should achieve at constant scope, a gross
debt/EBITDA of 5.3x as of year-end 2019, compared with 5.5x in
2018, and generate about EUR150 million of free cash flow (FCF).
Assuming no acquisitions in 2020, apart from the purchase of Sake,
which is already agreed, Cheplapharm's Moody's-adjusted gross
leverage would fall to about 4.7x in 2020.

Although acquisitions are key to Cheplapharm's strategy, Moody's
does not include them in its forecasts because their effect on
credit ratios is hard to predict. However, Cheplapharm will likely
keep acquiring new products to not only offset the earnings decline
of its existing drug portfolio, but also to grow its business.

M&A risk and rising debt constrain Cheplapharm's credit quality. As
management intends to grow the business, the acquisition budget has
risen significantly. Cheplapharm has made four acquisitions since
September 2019: Losec (stomach antacid, EUR223 million), a
portfolio of products previously owned by Sanofi (EUR67 million),
Seroquel (mental disorders, EUR194 million) and the Sake portfolio
(EUR110 million), for a total of EUR594 million. Moody's-adjusted
debt has increased every year since 2015 because of this aggressive
financial policy. Moody's estimates it will be around EUR1,400
million in 2019, 16 times its 2015 level of EUR86 million. This has
allowed Cheplapharm to grow its revenue to about EUR480 million
from EUR80 million over that period. Purchasing drugs, where
revenues are in decline and earnings growth is dependent on the
company generating cost efficiencies could deteriorate
Cheplapharm's credit quality as could a failure to integrate newly
acquired products.

LIQUIDITY

Cheplapharm's liquidity will be good over the next 12 months.
Following the transaction, it will have EUR16 million of cash and
access to a fully undrawn EUR310 million revolving credit facility
(RCF). There will be no significant debt maturities in the coming
years because the existing EUR980 million term loan B3 matures in
2025 and the new debt will mature between 2025 and 2027. Moody's
forecasts that Cheplapharm will generate about EUR150 million of
FCF over the next 12 months, as per its definition. However,
Moody's thinks that the company will use most of this cash flow, if
not all as it has done in the past for acquisitions. As a
proportion of absolute debt FCF is forecast to decline to just over
10% in 2019 (2018: 3.8%) from previously higher levels exceeding
15%, although this calculation does not include the full year
effect of acquisitions made in the course of 2019.

Cheplapharm RCF is subject to a springing covenant, requiring the
company to maintain a net senior secured debt/EBITDA ratio of less
than 6.0x if at least 40% of the RCF is drawn. Moody's expects
Cheplapharm to maintain good covenant headroom under this
covenant.

STRUCTURAL CONSIDERATIONS

The pro forma capital structure of Cheplapharm will comprise mostly
senior secured debt located at Cheplapharm Arzneimittel GmbH's
level, the main operating entity of the company. This comprises a
EUR980 million term loan B3, a combination of term loan B and notes
to be issued for a total of EUR500 million. It will also have a
EUR310 million RCF. All these debt instruments rank pari passu and
have the same security package, which includes a first-priority
pledge over Cheplapharm Arzneimittel GmbH's shares as well as
pledges over bank accounts and intercompany receivables.

Cheplapharm's Moody's-adjusted debt also includes a shareholder
loan for which the company can choose to pay interest in cash and
which also offers some loss absorption in a default scenario. The
small size of this instrument (around EUR30 million) does not lead
to an uplift of the senior secured instrument rating from the CFR.

Moody's used a family recovery rate of 50%, despite an all-bank
debt structure because of the covenant-lite package offered to
lenders.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Cheplapharm
will continue to successfully commercialise its acquired products,
as reflected in its limited sales erosion and maintenance of high
profit margins, and, as a result, generate continued strong FCF.
The current B2 rating provides the company some flexibility to
pursue further growth initiatives.

WHAT COULD CHANGE THE RATINGS UP/DOWN

A rating upgrade is unlikely in the near term because of the
company's small size and evolving drug portfolio, and its intent to
keep growing through acquisitions. A positive rating action would
require Cheplapharm to demonstrate its ability and willingness to
reduce its Moody's-adjusted (gross) debt/EBITDA below 4.5x on a
recurring and sustained basis.

Conversely, Moody's may consider downgrading Cheplapharm's rating
if it does not maintain Moody's-adjusted debt/EBITDA pro forma for
acquisitions comfortably below 5.5x. The Moody's-adjusted EBITDA
margin falling materially below 45% on a sustained basis would also
cause a negative rating action. Signs of less effective operations,
for instance, an unexpected delay in transferring marketing
authorisations or a deterioration in products' profitability after
Cheplapharm bought them, may cause a rating downgrade. Lastly,
Moody's would lower Cheplapharm's rating if its liquidity
deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.

COMPANY PROFILE

Headquartered in Greifswald, Germany, Cheplapharm Arzneimittel GmbH
(Cheplapharm) is a family-owned company focused on the marketing of
off-patent, branded, prescription or niche drugs. Its business
model relies on its good relationships with leading pharmaceutical
companies such as Roche Holding AG (Roche, Aa3 stable) and
AstraZeneca PLC (AstraZeneca, A3 stable), its ability to buy
products with sufficient earnings potential at the right price, and
the outsourcing of its production and distribution to reliable
third parties. Cheplapharm's asset-light operations enable it to
generate high cash flow, which it reinvests into new products,
offsetting the structural earnings decline in its existing
portfolio.


CHEPLAPHARM ARZNEIMITTEL: S&P Affirms 'B' LT ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit and
issue ratings on off-patent branded pharmaceutical company
Cheplapharm Arzneimittel GmbH (Cheplapharm) and the existing term
loan B and assigned its 'B' issue rating to the proposed EUR100
million term loan B4 and EUR400 million senior secured notes.

S&P said, "We estimate that Cheplapharm's recent acquisitions and
disciplined buying strategy will translate into deleveraging but
bring some execution risk.  Cheplapharm made three acquisitions
during fourth-quarter 2019 and plans to acquire another portfolio
of products during first-half 2020. We expect the company to focus
on integrating the recent acquisitions and reduce leverage over the
rest of 2020, and incorporate only small acquisitions in our base
case for this period. Additionally, the documentation for the
proposed notes includes an incurrence covenant that prevents
Cheplapharm from making acquisitions that would bring its leverage
beyond its maximum target. In our base case, we anticipate the
company will reduce its leverage and reach S&P Global
Ratings-adjusted debt to EBITDA of 4.0x-4.5x in 2020 from our
estimate of 5.0x-5.5x in 2019 (including the potential for small
acquisitions not signed yet). The latter provides little headroom
for operational setbacks and underperformance at the current rating
level and we believe it entails some execution risk, due to the
substantial size of recent acquisitions, totaling EUR180
million-EUR190 million of pro forma EBITDA according to management.
We take into account the company's successful track record in
integrating newly acquired products without major setbacks,
including by successfully transferring marketing authorizations and
increasing its headcount to sustain the greater workload.

"We anticipate that Cheplapharm will continue to generate
substantial FOCF thanks to its strong profitability and limited
capital expenditure (capex) requirements.  Cheplapharm operates
with an asset-light business model focused on a buy-and-build
strategy. The company primarily focuses on acquiring the right
target and subsequently outsources manufacturing, distribution, and
marketing activities to its contract organization and external
networks. Additionally, the company does not have in-house research
and development costs. Cheplapharm primarily implements its
experience of managing product life cycles. This results in strong
profitability and we anticipate an S&P Global Ratings-adjusted
EBITDA margin of 50%-55% over the next 12-18 months. Given the
asset-light business model and our anticipation that the company
will continue to manage its working capital requirements well, we
project that it will generate FOCF of EUR190 million-EUR200 million
over the same period. We also assume that the company will utilize
internally generated cash for future acquisitions.

"We expect Cheplapharm will continue to offset the natural decline
in revenue from its existing product portfolio with acquisitions.
Cheplapharm's product portfolio primarily comprises niche and older
legacy products that have lost their patent protection. These
products are exposed to price erosion and their revenue declines
naturally by 3%-5% annually. The business model solely focuses on
sourcing assets from outside, which requires sufficient liquidity
to finance acquisitions. In our view, Cheplapharm's geographic
diversification and positive track record in transferring marketing
authorizations make the company a preferred partner for large
pharmaceutical companies and give it an advantage in the bidding
process. We expect that the company will continue to use its
internally generated cash and leverage and relationships with major
pharmaceutical companies to acquire new products and offset the
natural decline in revenue.

"We incorporate a one-notch comparable rating adjustment.  We apply
a negative comparable rating analysis modifier because of
Cheplapharm's business model that relies solely on the acquisition
of new drugs to deliver future growth. This could lead to the
company overspending on acquisitions and increasing leverage above
our base case. The integration of acquisitions will also likely
increase the volatility in the company's FOCF generation due to the
need to rollout sales and marketing forces and integrate
inventories, which could mean volatile working capital
requirements.

"The stable outlook reflects our view that Cheplapharm's
operational performance should remain resilient and the company
will remain safe from integration setbacks. We anticipate the
company will generate a 50%-55% EBITDA margin and EUR190
million-EUR200 million of FOCF over the next 12 months. This should
help Cheplapharm to build resources to acquire assets and support
future growth, while also replenishing lost sales from the existing
product portfolio. We expect adjusted debt to EBITDA to remain
below 5.0x on average over the next 12-18 months and see limited
headroom for further discretionary debt-funded acquisitions over
the same period.

"We could lower the rating if we observe a deterioration in
Cheplapharm's operational performance such that its ability to
generate at least EUR100 million of FOCF per year is affected and
it is unable to reduce leverage to below 5.0x within 12-18 months
following the latest acquisition. This could happen if, for
example, the company faces operational setbacks in the integration
of its recent acquisitions, suffers from unexpected tightening of
reimbursement terms, or sees increasing competition that pressures
prices. We could also lower the rating if Cheplapharm is unable to
replace declining revenue with newly acquired products, purchases
products that we consider higher risk, or overpays for products,
thus incurring a substantial increase in leverage compared with our
base case.

"We could consider an upgrade if the company successfully increases
its scale of operations and demonstrates capacity to deleverage to
below 4.0x within 12-18 months following its latest acquisitions.
This will most likely result from a seamless integration of recent
acquisitions and continued execution of the company's disciplined
acquisition strategy. Alternatively, we may raise our rating if the
company achieves a substantial improvement in scale and diversity
to sustain a higher level of leverage. This would mean that the
effect of sales declines and the contribution of newly acquired
products was a smaller part of the overall portfolio."

Cheplapharm is a Germany-based off-patent branded pharmaceutical
company. It reported revenue of EUR290.7 million and S&P Global
Ratings-adjusted EBITDA of EUR187.7 million in 2018. The company
mainly acquires intellectual property rights from pharmaceutical
companies after the respective products have run out of patent
protection and show relatively stable revenue. Cheplapharm operates
with an asset-light business model focused on a buy-and-build
strategy. Primarily, the company identifies the right target;
outsources manufacturing, distribution, and marketing by utilizing
contract manufacturing organization and external networks; and
implements its experienced life-cycle management activities to
optimize the process.


NIDDA BONDCO: S&P Cuts ICR to 'B' on Expansive Financial Policy
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer rating on pharma
company Nidda BondCo GmbH (Stada) to 'B' from 'B+'; its issue-level
rating on the company's senior secured debt to 'B' from 'B+'; and
the rating on the senior unsecured debt to 'CCC+' from 'B-'.

The downgrade reflects S&P's view that the company will likely
embark on further debt-acquisitions following the announcement that
its plans to tap an additional EUR350 million from its senior
secured debt.

The proposed transaction follows EUR760 million of debt raised in
November 2019 to fund two acquisitions. This in our view signals
increasing appetite for debt-funded M&A and weighs negatively on
the company's creditworthiness. As Stada benefits from a highly
cash generative profile thanks to the group's high margin OTC
portfolio, contained capital expenditure (capex), and good working
capital management, S&P believes that there is a high likelihood
the company will use the newly raised proceeds to pursue further
debt-finance acquisitions.

Following the proposed debt increase, the group's financial debt
will surpass EUR5 billion, which in S&P's view further prolongs
deleveraging and weakens the debt cash flow payback ratios compared
with its previous base-case scenario.

S&P said, "As a result, we expect Stada's adjusted debt to EBITDA
to remain close to 7x over the next 18 months and do not rule out
further acquisitions in 2021. Furthermore, we continue to believe
the execution risks are meaningful, given the number of
acquisitions the group has embarked on over the past two years."

Still, Stada's underlying operating performance remains strong
supported by the group's core generics and OTC businesses,
integration of recent acquisitions, and new product launches.

S&P said, "We expect that Stada's acquisition of Takeda's
Russian-CIS OTC portfolio will reinforce the group's position in
Russia, improve its margins, and diversify its overall product mix,
with a more even split between generics (56%) and OTC products
(44%) post-transaction. We also note that Walmark's portfolio of
OTC products and food supplements should support Stada's position
in Central and Eastern Europe and increase its manufacturing
capacity owing to the Czech manufacturing plant included as part of
the deal. Similarly, we expect the company's initiatives around
supply chain simplification and inventory optimization to produce
close to EUR75 million of savings in 2019. Overall, we expect the
group's adjusted EBITDA to remain within the 27%-28% range and to
generate positive FOCF of EUR180 million-EUR200 million over the
next two years. We are removing our positive comparable rating
analysis modifier in light of the risks of Stada's increasingly
aggressive financial policy."

Outlook

S&P said, "The stable outlook reflects our expectation that Stada
will continue posting strong EBITDA growth from its strong
underlying operating performance. We expect the group's adjusted
debt to EBITDA to remain about 7x range and generate free operating
cash flow (FOCF) of at least EUR150 million per year. Similarly, we
believe that the rating now has more headroom for future
debt-financed acquisitions."

Downside scenario

S&P said, "We could lower the rating if Stada fails to maintain its
strong operational performance and a more disciplined financial
policy of deleveraging. We could consider a negative rating action
if the group's adjusted debt to EBITDA approaches 8x or if it fails
to generate free positive FOCF of at least EUR150 million per
year."

Upside scenario

S&P said, "We could raise the ratings if Stada continues to benefit
from new product launches and the internationalization of its
branded products to generate solid EBITDA growth over the next 12
months. This should enable the company to gradually reduce leverage
close to 6.0x-6.5x over the next two years, supported by positive
FOCF of at least EUR150 million, assuming well-managed capex and
working capital spending while maintaining a disciplined financial
policy toward deleveraging."

Company Description

Germany-based Nidda focuses primarily on development of products
with off-patent active pharmaceutical ingredients (generics) for
health care and pharmaceutical markets that contributed about 59%
of sales in 2018, as well as in developing OTC products (41% of
sales). Nidda primarily operates in Europe, but has about 13,000
products diversified across more than 40 countries. The company
operates 16 manufacturing sites globally. Its main segments are:

-- Generics: This includes developing products with active
ingredients in therapeutic areas for which the patent has expired.
Key products include Tilidin Naloxon, Atorvastatin, Pantoprazol,
Epoetin zeta, and Diclofenac. Key markets include Germany, Italy,
Spain, Russia, Belgium, France, and Vietnam; and

-- OTC products. This includes nonprescription and discretionary
prescription drugs, with unregulated pricing and are typically an
out-of-pocket expenses. Key products include Apo-go, Snup,
Vitaprost, Grippostad, Fultium, and Ladival. Key markets include
Germany, the U.K., Russia, Italy, and Vietnam.

Nidda generated revenue of about EUR2.3 billion and reported EBITDA
of EUR434 million in 2018.


ROEHM HOLDING: Moody's Affirms B2 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and the B2-PD probability of default of Roehm Holding GmbH and the
B2 instrument rating for the term loan B and revolving credit
facility. The outlook was changed to negative from stable.

The outlook change to negative from stable reflects the widening
guidance of 2019 EBITDA of between EUR300 million and EUR344
million. The midpoint of EUR322 million is below Moody's initial
EBITDA expectation for 2019 of EUR339 million and below the EUR344
million management had expected in its business plan. The assumed
profitability shortfall translates into a Moody's-adjusted leverage
of around 6.7x compared to initial expectations of 6.4x for 2019.
The negative outlook also reflects the weaker outlook for key end
markets such as the automotive, electronics and coatings sectors.

RATINGS RATIONALE

Moody's has affirmed the B2 CFR as the company maintains high
margins of around 19.7% for the last twelve months ending September
2019 despite a price normalization and weaker demand. In addition
Roehm retains a solid liquidity profile supported by positive free
cash flow generation. These factors are partially offsetting the
higher than expected leverage.

MMA prices over the course of 2019 normalised as was expected.
However, the company recorded lower sales volumes due to the weaker
demand from customers. This effect should be partially mitigated by
lower raw material input costs and savings. Following the spin-off
from Evonik Industries AG in the summer 2019, management has
identified a higher cost-savings potential of EUR100 million than
initially assessed at EUR50 million, of which EUR25 million have
already been achieved and will benefit the 2020 EBITDA. Moody's in
its actual metrics calculations does not take into account future
expected benefits from cost savings measures, but typically
haircuts future expected cost savings and nets off future expected
benefits against any implementation costs.

Roehm's cash balances as of December 31, 2019 were EUR130 million,
around EUR90 million higher than at closing of the transaction on
August 1, 2019. Management claims that cash in part increased
thanks to more efficient working capital management. Drawings under
the EUR300 million revolving credit facility as of year-end 2019
amounted to EUR75 million. Moody's estimates that the company
generated almost EUR90 million of free cash flow in the last five
months of 2019 since closing.

Moody's would like to draw attention to certain governance
considerations with respect to Roehm. The company is tightly
controlled by funds managed by Advent International which, as is
often the case in highly levered, private equity sponsored deals,
has a high tolerance for leverage and governance is comparatively
less transparent. The company is undergoing a complex carve-out
process from its previous parent Evonik Industries AG (Baa1 stable)
which could affect the effectiveness of the company's internal
controls and management reporting. The company will report its
first quarterly financial statement by the end of February 2020.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could downgrade the ratings should Roehm commence a larger
debt-funded capital investment programme with recourse to Roehm or
should the shareholder extract cash via dividends or other
measures. Negative rating pressure could arise if debt/EBITDA
remained consistently above 6.0x. An initially higher leverage can
only be accommodated with the expectation that cash generated will
be accumulated on the balance sheet, failure of that would lead to
negative rating pressure. In addition the rating could be
downgraded if (1) EBITDA margins were to drop to below 15% and
became volatile, and (2) FCF turned negative.

Given the high leverage an upgrade is currently unlikely. Moody's
could upgrade the rating if debt/EBITDA was consistently below 5.0x
and if FCF/debt approached 10%.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Roehm is one of the world's largest methyl methacrylate (MMA)
producers as measured by market share. It is owned by funds managed
by private equity firm Advent International. Roehm for the last
twelve months ending September 2019 had sales of around EUR1.7
billion and company-adjusted EBITDA of EUR337 million, or a 19.7%
margin.




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FRIGOGLASS SAIC: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a first-time long-term B3
corporate family rating and a B3-PD probability of default rating
to Frigoglass SAIC. Concurrently, the rating agency assigned a B3
rating to the proposed EUR260 million senior secured notes due 2025
issued by Frigoglass Finance B.V. The outlook on all ratings is
stable.

"The assigned B3 CFR with a stable outlook balances the company's
moderate initial leverage for the rating category with relatively
small scale operations, customer concentration, and country risk
from sizeable glass operations in Nigeria. In addition, the company
materially improved its operating profitability to approximately 9%
in the 12 months ended in September 2019 from around 5% EBITA
margin in 2013 although investments resulted in continued negative
free cash flow over the period", says Dirk Steinicke, Moody's lead
analyst for Frigoglass.

RATINGS RATIONALE

The B3 CFR is constrained by: (1) the company's relatively small
scale with roughly EUR475 million revenue in 2019, (2) its customer
concentration with around 54% of total revenue derived from Coca
Cola bottlers, (3) the country risk that Frigoglass faces in its
Nigerian (Government of Nigeria, B2 negative) glass business, (4)
discretionary nature of coolers results in high earnings'
volatility that added to the factors leading a default in 2017 and
(5) track record of negative free cash flow (FCF), in part due to
significant investments, albeit expected to turn more meaningfully
positive from 2021.

On the other hand, the rating is supported by (1) the moderate
leverage of 4.5x-5.0x for the next 12-18 months following the
proposed refinancing, (2) improved operating profitability with
around 9% Moody's-adjusted EBITA margin as of LTM September 2019
following the restructuring efforts over the last couple of years,
(3) leading position in West African glass market where the company
can benefit from significant barriers to entry and positive
demographic fundamentals, (4) long standing relationship with key
customers and (5) a strategic major shareholder that already
supported the company during the recapitalization and also holds c.
23% shares in Frigoglass' key customer, Coca-Cola HBC Finance B.V.
(Baa1 stable).

LIQUIDITY PROFILE

Moody's considers Frigoglass' liquidity to be adequate mainly
driven by additional EUR14 million cash following the issuance of
the EUR260 million senior secured notes, which combined with around
EUR58 million of cash on balance sheet as of September 2019 give
the company enough cash to cover its basic cash needs for the next
12-18 months.

However, liquidity is limited by the absence of additional
revolving credit facilities that could provide the company with
some headroom in case of needs of additional investments or
unexpected working capital swings. The absence of revolving credit
facilities is particularly relevant in the context of Frigoglass'
negative Moody's FCF generation in the last years.

STRUCTURAL CONSIDERATIONS

The instrument rating on the group's proposed new EUR260 million
senior unsecured bonds is B3. This rating is in line with the
corporate family rating because the capital structure mainly
consists of one class of debt apart from a small secured credit
line of EUR3 million (as of January 2020) which enjoys priority
ranking.

OUTLOOK RATIONALE

The stable outlook reflects Moody's view that Frigoglass will be
able to maintain leverage between 4.5x-5.0x following the
refinancing and EBITA margin of around 9% over the next 12-18
months. The stable outlook also reflects Moody's expectation that
Moody's FCF will be breakeven or slightly positive in the next
12-18 months.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could consider to upgrade Frigoglass if (1) operating
performance is materially improved indicated by growing EBITA
margins to above 10% sustainably; (2) material positive free cash
flow generation in the high single digit range in percentage terms
of gross debt leading to an overall group's liquidity profile; (3)
leverage were to reduce towards 4.0x debt/EBITDA sustainably; and
(4) improved business profile evidenced by less customer
concentration and more resilience against economic cyclicality.

Conversely, downward rating pressure could arise if (1) operating
profitability were to deteriorate resulting in EBITA margins
trending towards 5%; (2) continued negative free cash flow
generation beyond 2020; (3) a weakening of liquidity; (4) leverage
would exceed 5.5x debt/EBITDA.

ESG CONSIDERATIONS

Coolers are one of the biggest source of pollution in the beverage
industry. Frigoglass has put an increasing effort in the past 2-3
years to develop more efficient coolers and managed to produce a
cooler which consumes 35% less energy than previous models. In
addition, Frigoglass' customers are putting increasing focus on the
sustainability of their supply chain. In this context, the rating
agency positively notice that Frigoglass was placed among the top
1% of the best rated companies in the world by ecovadis
(independent CSR platform for suppliers).

Furthermore, in the beverage industry is increasingly making use of
glass bottles rather than plastic bottles to promote recyclability.
Therefore, Moody's believes that Frigoglass as a glass producer is
well positioned to take advantage of this trend. In addition,
according to the management recycling is becoming also now more
important in Nigeria.

The more balanced financial policy following the recapitalization
process in 2016 and 2017 is a positive factor for the current
rating. This has resulted in reduction in leverage to 4.6x as of
LTM September 2019 and although management does not have specific
target leverage the rating agency expects it will remain focused on
deleveraging going forward.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Frigoglass, headquarter in Kifissia, Greece, is a leading
manufacturer of commercial refrigeration in Europe and West
Africa's major glass producer. The company was founded in 1996 as a
spin-off of Coca-Cola HBC AG (Coca-Cola HBC Finance B.V., Baa1
Stable, also known as Coca-Cola Hellenic) and it is listed on the
Athens Stock Exchange. Frigoglass operates two core businesses: Ice
Cold Merchandise (ICM) that produces commercial coolers for soft
drinks (76% of revenue and 54% of EBITDA as of LTM September 2019)
and Glass that manufactures glass bottles glass, plastic crates and
metal crowns in Nigeria (24% of revenue and 46% of EBITDA as of LTM
September 2019). Frigoglass reported EUR474 million revenue and
around EUR73 million EBITDA as of LTM September 2019.


FRIGOGLASS SAIC: S&P Affirms 'B-' ICR on Proposed Refinancing
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Frigoglass SAIC, the parent company. S&P also assigned its 'B-'
issue rating to the proposed senior secured notes due 2025.

Despite extending its debt maturity profile, a lack of committed
credit lines under the new capital structure and a restricted
ability to raise debt under the draft documentation
post-transaction close limit Frigoglass' ability to cope with
unforeseen events such as large cost overruns or working capital
swings.

S&P said, "Post-transaction close, which we expect to occur in the
first quarter of the fiscal year ending Dec. 31, 2020, Frigoglass
will have approximately EUR70 million of on-balance-sheet cash,
limited short-term debt maturities, no maintenance financial
covenants, and potentially lower interest costs.

"We understand that Frigoglass has already secured most of its
sales in 2020 with its major customers in the glass division
(Coca-Cola bottlers and major breweries). We think the company has
sufficient liquidity sources to cope with potential headwinds
during the planned shutdown of one of its glass furnaces in Nigeria
for four months in the first half of 2020." The shutdown will allow
for capacity expansion.

Frigoglass continues not to expect any material disruption to
supply during the shutdown period. It expects the furnace to be
fully operational again by the end of the second quarter of 2020,
with the resulting 50% production capacity increase supporting the
company's top-line growth from 2021. S&P said, "As always with
large projects in emerging markets, we think there is still a risk
of potential delays and/or cost overruns. Nevertheless, we think
that Frigoglass will remain adequately funded for the next 12
months."

In the next 12-18 months, Frigoglass' S&P Global Ratings-adjusted
leverage should remain within the 4.0x-5.0x range, but with limited
free operating cash flow (FOCF) generation.

S&P said, "Frigoglass' credit metrics lie well within our base-case
ranges, despite a higher top-line and EBITDA generation in 2019 due
to a one-off customer order in the ice cold merchandisers (ICM)
division in the final quarter. In terms of operating performance,
we think that that the business strategy is starting to pay off.
For 2019, we anticipate revenue growth of about 13.0%-14.0% (about
EUR473 million) and adjusted EBITDA margins after restructuring
costs of about 14.0%."

Despite the one-off impact on overall growth, the company's
refreshed commercial focus since 2017 has led to increased market
share with major breweries and other smaller local customers in its
end markets. This is resulting in moderate diversification of its
customer profile in the ICM division, with the share of Coca-Cola
bottlers trending down to 64.4% of revenues as of the end of the
third quarter of 2019, from 71.4% in the same period in the prior
year.

In 2019, Frigoglass also completed the final round of its
restructuring by closing its Greek plant, and in S&P's view, its
reduced manufacturing footprint should support future
profitability. In the near-to-medium term, therefore, management
intends to focus on pursuing further commercial opportunities, with
both existing and new customers. In addition, it plans to continue
outsourcing the manufacturing of lower-margin coolers to third
parties and remains focused on other cost-cutting initiatives such
as centralizing procurement.

S&P said, "For 2020, we see a revenue decline due to the one-off
customer order in the last quarter of 2019, but broadly stable
absolute EBITDA. Nevertheless, we do not anticipate that adjusted
leverage will improve materially, but rather remain well within the
4.0x-5.0x range." Volatility of credit metrics could resume due to
the company's large exposure to emerging markets, notably Nigeria,
which has a history of currency volatility.

FOCF should gradually strengthen from 2021, once the large capital
investment projects diminish.

S&P said, "We forecast improved FOCF generation only from 2021 on
the back of reduced capital expenditure (capex) requirements,
particularly as the company concludes its glass furnace expansion
in Nigeria, which will cost about EUR30 million in total between
2018 and 2020. In 2020, FOCF generation will likely be close to
break-even levels, due to still-high capital investments. These
include the final round of the expansion of the glass furnace in
2020, a rebuild in another of the company's plants in Nigeria
(Delta), the implementation of the enterprise resource planning
(SAP) system, and continued new product development in the ICM
division.

"The stable outlook reflects our view that Frigoglass should be
able to maintain adjusted debt to EBITDA of below 5.0x, while
maintaining break-even to slightly positive absolute FOCF
generation until 2021, as the company executes its capex program.

"We assume that Frigoglass will successfully execute the expansion
of the glass furnace in Nigeria, and maintain stable reported
EBITDA margins of 14.0%-15.0% despite the temporary constraints on
production capacity we expect in 2020 due to the furnace shutdown.

"We could lower the rating on Frigoglass if, contrary to our base
case, the company's operating performance deteriorates markedly,
with little prospect of a rapid improvement. In our view, this
could occur if there is a large cost overrun or delay in the
expansion of the glass furnace in Nigeria, together with other
large stresses on the operating cost base, and pricing pressure
from key customers. A downgrade could also occur from lower volume
growth than we expect, despite the ongoing capacity expansion.

"Under such a scenario, we would likely observe reported EBITDA
falling closer to or below EUR60 million, thereby resulting in
materially negative FOCF, with EBITDA cash interest coverage
falling to closer to 2.0x, which could pressure the company's
liquidity position.

"We could raise the rating on Frigoglass if the company continues
to deliver strong profitable growth. We would need to have strong
visibility on revenue generation, and see continued improvements in
customer diversity and operating margins. In our view, operating
margins could benefit from increased volume growth in the glass
division, procurement savings, and continued outsourcing of the
production of low-margin coolers in the ICM division. In this
scenario, we would likely see, on a sustained basis, adjusted debt
to EBITDA within the 4.0x-5.0x range, and a track record of
materially positive FOCF. The latter would occur, in our view, once
the company concludes its heavy capital investment plan in the
glass division."




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DILOSK RMBS 3: S&P Affirms 'CCC(sf)' Rating on Class XI Notes
-------------------------------------------------------------
S&P Global Ratings raised its ratings on Dilosk RMBS No.3 DAC's
class B-Dfrd to D-Dfrd notes and affirmed its ratings on the class
A and X1-Dfrd notes.

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

"Upon revising our Irish RMBS criteria, we placed our ratings on
the class B-Dfrd to X1 Dfrd notes under criteria observation.
Following our review of the transaction's performance and the
application of our updated criteria for rating Irish RMBS
transactions, our ratings on these notes are no longer under
criteria observation."

Borrowers pay into collection accounts held with BNP Paribas,
Dublin Branch, and the issuer transaction account with The Bank of
New York Mellon, London Branch. The documented replacement
framework is in line with S&P's current counterparty criteria to
support a 'AAA (sf)' rating on the notes.

Dilosk DAC officially acts as named servicer for all of the loans
in the transaction, but the role is delegated to Link Asset
Services Ltd. S&P said, "As a starting point for the rating
analysis of RMBS transactions, we typically seek performance data
(e.g., default, delinquency, and recovery/loss severity) spanning a
minimum of three years, ideally spanning a period of economic
stress that demonstrates performance that is consistent with our
expectations of similar assets in the relevant asset class. In the
case of Dilosk 3, we had only 26 months of data at closing, so we
used alternative analytical considerations during our operational
review. Following this analysis, we were satisfied that there was
no requirement for a cap on the ratings but have incorporated this
aspect in our credit analysis."

S&P said, "After applying our updated Irish RMBS criteria, the
'AAA' to 'B' weighted-average foreclosure frequency (WAFF) has
decreased, primarily driven by the removal of the arrears
projection, the calculation of the weighted-average effective
loan-to-value (ELTV) ratio, and our treatment of interest-only
buy-to-let borrowers. This is in addition to the decrease of our
archetypal foreclosure frequency anchors at all rating levels. Our
weighted-average loss severity (WALS) at all levels has remained
broadly stable."

  Credit Analysis Results

  Rating level   WAFF (%)   WALS (%)
  AAA            24.17      23.56
  AA             15.89      17.66
  A              11.91      9.23
  BBB            7.77       5.33
  BB             3.45       3.11
  B              2.59       2.00

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

S&P said, "The results of our cash flow analysis supports the
currently assigned rating on the class A notes. We have therefore
affirmed our 'AAA (sf)' rating on this class of notes.

"Our analysis indicates that the class B-Dfrd to D-Dfrd notes could
withstand our stresses at higher ratings than those currently
assigned. However, the ratings on these classes of notes are
constrained by additional factors. Specifically, we considered
their ability to defer until they become the most-senior class
outstanding, the available credit enhancement for these notes, and
their relative positions in the capital structure. Finally, we also
considered the interest-only exposure in the pool, and each of
these classes' sensitivity to tail-end risk, in particular for the
class D notes. We have therefore raised to 'AA+ (sf)', 'AA (sf)',
'A+ (sf)', from 'AA (sf)', 'AA- (sf)', and 'A (sf)' our ratings on
the class B-Dfrd, C-Dfrd, and D-Dfrd notes, respectively.

"In our cash flow analysis, the class X1-Dfrd notes did not pass
our 'B' rating level cash flow stresses. Therefore, we continue to
apply our 'CCC' criteria to assess if either a 'B-' rating or a
rating in the 'CCC' category would be appropriate. According to our
'CCC' criteria, for structured finance issuances, expected
collateral performance and the level of credit enhancement are the
primary factors in our assessment of the degree of financial stress
and likelihood of default. The class X1-Dfrd notes are not
supported by any subordination or the general reserve fund, so we
performed a qualitative assessment of the collateral together with
an additional quantitative analysis of the transaction's liquidity.
In our view, given the transaction's structural features, we
consider these notes dependent upon favorable business, financial,
and economic conditions. We have therefore affirmed our rating on
these notes at 'CCC (sf)'."

The transaction's performance has been stable, notwithstanding the
fact that there has only been one payment period to date. The
general reserve fund was fully funded at closing, and the liquidity
reserve fund is now at target, having been funded from principal
proceeds. The issuer was able to purchase additional mortgage loans
during an initial pre-funding period, which ended on the first
calculation date in October 2019. Pre-funding reserve amounts not
utilized during the pre-funding period were allocated pro rata to
the class A, B-Dfrd, C-Dfrd, D-Dfrd, and Z1 notes.

Dilosk 3 is a securitization of a pool of first-ranking residential
mortgage loans, secured on properties in Ireland originated by
Dilosk DAC under the ICS Mortgages brand. The transaction closed in
April 2019.




===========
N O R W A Y
===========

HURTIGRUTEN GROUP: Moody's Rates New EUR300MM Sec. Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
EUR300 million senior secured note due 2025 currently being
marketed by Explorer II AS, an indirect subsidiary of Hurtigruten
Group AS, the owner of Norwegian cruise operator Hurtigruten AS.
Moody's also affirmed the corporate family rating of Hurtigruten
Group AS at B2 and its probability of default rating at B2-PD.
Concurrently, the rating agency affirmed the B2 ratings assigned to
the company's existing senior secured bank facilities, consisting
of a EUR655 million Term Loan B due 2025 and a EUR85 million
revolving credit facility due 2024. The rating outlook on all
ratings is negative.

The proposed note is being issued to refinance the EUR260 million
Export Credit facilities utilized by Hurtigruten to acquire two
newbuild vessels, MS Roald Amundsen and MS Fridjtof Nansen, that
will operate as part of Hurtigruten's Expedition segment focused on
Arctic and Antarctic voyages.

RATINGS RATIONALE

The rating action reflects Hurtigruten's positive earnings
trajectory driven by strong bookings that provide revenue
visibility and underpinned by supportive macro fundamentals. As of
January 14, 2020, 60% of Hurtigruten's 2020 budgeted revenue was
booked including 76% of revenue budgeted for MS Roald Amundsen and
MS Fridjtof Nansen. This strong booking pattern reflects long lead
times for cruise booking, as well as overall growth in customer
demand for unique, adventurous and environmentally and socially
sustainable travel.

These positives are counterbalanced by Hurtigruten's increasing
leverage as MS Roald Amundsen and MS Fridjtof Nansen were delivered
in June and December of 2019, respectively. For the twelve months
ending September 30, 2019, Hurtigruten's leverage was at a high
level of 6.7x debt/EBITDA as compared to an already elevated level
of 6.5x for 2018. Moody's expects Hurtigruten's leverage to peak at
year-end 2019 as the full financing for the two new vessels is
recognized and to reduce throughout 2020 and 2021 as the earnings
from the new ships are fully incorporated.

In addition to peak leverage, 2019 also saw peak capital
expenditure as the company paid over EUR260 million for the two new
vessels. Capital expenditures in 2020 and 2021 are anticipated to
decline but will remain above maintenance level of approximately
NOK250 million per year owing to the expected ship refurbishments
as vessels transition from the Norwegian Coast to the expedition
segment and as LNG conversions are performed.

From the environmental perspective Hurtigruten is well positioned
to address the strict regulations governing sailing in Norwegian
territorial waters, as well as the new IMO 2020 rules now
applicable globally. Still, the company remains reliant on fuel
consumption and will need to continue to be vigilant in its
environmental footprint. Hurtigruten has been focused on the
environmental issues and is in the process of converting a number
of its vessels to LNG propulsion which will reduce water
contamination.

Material capital spending will continue to pressure Hurtigruten's
liquidity, although Moody's expects it to improve gradually as the
earnings from MS Roald Amundsen and MS Fridjtof Nansen are
realized. Hurtigruten reported NOK591 million of cash at September
30, 2019 and an undrawn EUR85 million revolving credit facility.
However, Moody's understands that the company made some drawings on
the RCF to finance the delivery of MS Fridjtof Nansen which were
subsequently refinanced in January 2020 through a sale-leaseback
transaction. Positively, Hurtigruten does not have any material
near-term debt maturities until its RCF comes due in 2024.

The B2 rating assigned to the proposed EUR300 million senior
secured note due 2025 is rated in line with Hurtigruten's CFR as
all of the company's debt is secured, albeit on different asset
pools. Moody's views such structures as pari passu.

RATIONALE FOR RATING OUTLOOK

The negative outlook reflects Hurtigruten's current weak
positioning in the B2 category, owing to its very high leverage and
sustained negative free cash flow generation. Despite the solid
underlying business of the company, with growing demand and
increasing pre-bookings, Moody's believes that Hurtigruten's
positive earnings growth trajectory will be largely offset by
substantial capital investments which will continue to weigh on
free cash flows and liquidity in the next 12 months.

WHAT COULD CHANGE THE RATINGS DOWN/UP

Moody's could revise the rating outlook to stable if Hurtigruten
(1) achieves and maintains positive free cash flow generation and
(2) sustains an adequate liquidity profile. Quantitatively,
stronger credit metrics such as a Moody's adjusted (gross)
debt/EBITDA below 6.5x on a sustainable basis would be required for
a stable outlook.

Conversely, Moody's could downgrade the ratings if Hurtigruten's
operating performance weakens and deviates from Moody's current
expectations. Quantitatively, failure to bring adjusted (gross)
debt/EBITDA below 6.5x in the next 12 months could trigger a
downgrade. Downward pressure on the rating could also be exerted if
liquidity profile is not improved.

Headquartered in Tromso, Norway, Hurtigruten is a cruise ship
operator that offers cruises along the Norwegian coast, expedition
cruises including the Arctic and Antarctica, as well as land-based
Arctic experience tourism in Svalbard. In the first nine months of
2019, Hurtigruten reported revenues of NOK4.7 billion and
company-adjusted EBITDA of NOK1.3 billion.


HURTIGRUTEN GROUP: S&P Affirms 'B-' ICR on Refinancing Transaction
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on cruise ship operator Hurtigruten Group AS, and its 'B-' ratings
and recovery ratings of '3' on the existing EUR655 million senior
secured term loan and EUR85 million revolving credit facilities.

The new EUR300 million senior secured issue is secured by the
group's two newest hybrid explorer vessels; S&P is therefore rating
it 'B' with a recovery rating of '2', reflecting a rounded recovery
estimate of 75% in the event of a default.

S&P said, "The affirmation of the issuer credit rating indicates
that we anticipate sound operating performance to continue as
Hurtigruten's second new explorer vessel starts operations in April
2020. We do not expect Hurtigruten's proposed issuance to
materially increase its financial leverage."

The new issuance will be used to refinance the existing ECA
facility and fund capex, resulting in a marginal growth in
leverage.  Hurtigruten's debt burden is only likely to rise by up
to EUR45 million. Once the ECA facilities and any refinancing fees
have been repaid, Hurtigruten will use the remaining proceeds to
support the group's investment in reducing carbon and sulphur
emissions by transitioning to vessels powered by liquefied natural
gas (LNG).

S&P said, "We now expect the group to close 2020 with adjusted debt
to EBITDA of about 6.7x (5.7x, excluding shareholder instruments),
which is slightly higher than the 6.4x we previously expected.
Although the new financing will likely carry a slightly higher cost
of debt than the ECA facilities, we expect Hurtigruten to maintain
EBITDA cash interest coverage consistently above 4.0x over our
forecast period."

The refinancing trades an improved short-to-medium term liquidity
position for a delay of about three years in reducing leverage.
The new senior secured notes are not expected to amortize for the
first three years, after which they will amortize by 10% of the
original principal (or EUR30 million) per year. Thus, although the
proposed refinancing transaction is expected to improve
Hurtigruten's liquidity in the short-to-medium term, it will also
postpone the group's deleveraging profile until 2023.

Hurtigruten is also preparing to reshuffle its corporate structure.
This indicates to S&P that the group's current sponsor, TDR
Capital, may be considering an exit, either by disposing of one of
its segments, or through a public listing.

The group's new corporate structure will not only more clearly
divide the group's coastal operations from its explorer segment, it
will also separate fleet ownership from operations. Hurtigruten
Group AS will remain the parent operating company for the group,
and the group's leased and land-based operations will remain
outside of the restricted group. The new structure will show four
other subsidiaries within the restricted group: two for the
explorer segment (fleet owner and operator), and two for the
activities up the Norwegian coast (fleet owner and operator).

S&P said, "Changing the corporate structure in this way, in our
view, could represent TDR Capital's first step toward exiting or
reducing its stake in Hurtigruten. In the next 12-24 months, TDR
could consider demerging one of its segments, the sale of its
assets, or filing an initial public offering.

"The stable outlook reflects our expectations of increased revenue
and profitability (with adjusted EBITDA margin reaching 24% by the
end of 2020) based on strong advance bookings for the newly built
ships, combined with higher occupancy rates on the existing fleet.
This should allow Hurtigruten to reduce S&P Global Ratings-adjusted
debt to EBITDA to consistently below 7.0x by the end of 2020. The
stable outlook also incorporates our expectation that the group
will successfully expand its explorer segment, while maintaining
adequate liquidity.

"We could lower our ratings on Hurtigruten if the new vessels
underperformed against our expectations, causing leverage to remain
elevated, reducing profitability for a prolonged period, and
rendering the capital structure unsustainable. We could also
consider Hurtigruten's capital structure unsustainable if, for
example, it did not expand its earnings as strongly as expected,
perhaps because of an economic downturn, and so had very high
leverage levels.

"We could also lower the ratings if the group's liquidity were to
weaken, so that it was insufficient to cover the capex required for
LNG conversions or ship refurbishments.

"We consider an upgrade to be unlikely within the next 12 months.
It could occur if the group improved its earnings and profit
margins beyond our base-case forecast, supporting sustained
positive free operating cash flow generation and stronger
deleveraging from current levels."

In this scenario, besides maintaining yields and increasing
occupancy rates above 80%, Hurtigruten would benefit from favorable
developments in its cost base--for example, port fees, bunker fuel
for the explorer segment, and foreign currency movements. An
upgrade would also depend on the group's financial policy
supporting reduced leverage metrics on a sustainable basis.




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

ETALON LENSPETSSMU: S&P Lowers ICR to 'B', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its rating on Etalon LenSpetsSmu (LSS)
to 'B' from 'B+', in line with its view of the group's credit
quality. At the same time, S&P removed the rating from CreditWatch
negative, where S&P placed it on Aug. 15, 2019.

The deterioration in LSS' creditworthiness is rooted in the group's
substantially higher leverage in 2019-2021.

S&P projects that Etalon Group's S&P Global Ratings-adjusted debt
to EBITDA will be around 5.5x at end-2019 before increasing further
to 6.0x-7.0x in 2020-2021. The jump stems from the group's
approximately Russian ruble (RUB) 30 billion acquisition facility
from Sberbank (with five- and eight-year tranches) to finance the
acquisition of Leader Invest. This transaction more than doubled
Etalon Group's debt and was not sufficiently balanced by Leader
Invest's incremental EBITDA.

Furthermore, new project finance debt in 2020-2021 could spur
higher leverage.

S&P said, "We expect that Etalon Group's leverage will be
negatively affected by new project finance debt the group would
raise to finance new construction projects under new requirements
from the Russian regulation. That said, such project finance debt
might be largely self-liquidating if strong pre-sales support
accumulation of cash in escrow accounts and the group exercises
disciplined project execution. This would partly mitigate risks
related to significantly higher leverage forecasted for 2020-2022.

"Our rating on LSS is aligned with our current view of Etalon
Group's creditworthiness.

"Anticipated higher leverage has led us to negatively reassess the
group credit profile for Etalon Group to 'b' from 'b+', and we
assume further deterioration going forward. Our rating on LSS is
aligned with our assessment of the group credit profile because we
consider LSS to be the group's core subsidiary and the company's
creditworthiness would suffer if the consolidated group were to
experience financial stress across the consolidated group."

The increase of Etalon Group's leverage in 2020-2021 likely stems
from the group's deeply negative operating cash flows.

S&P said, "In line with new regulations, the advances of homebuyers
will be restricted in escrow accounts and will not be part of
Etalon Group's cash flows until projects are completed, and we
assume an average project life of about three years, in line with
the industry average. Furthermore, we expect that material
shareholder distributions will cut deeply into Etalon Group's
discretionary cash flows. Positively, we expect that the amount of
corporate debt of Etalon Group (i.e. debt other than new project
finance lines) will be at least stable compared to around RUB55
billion at end-2019 in our estimates or moderately decreasing, and
incremental debt will be in the form of project finance loans. We
also understand that the group's future land acquisitions are not
committed and remain at management's discretion."

Etalon Group has significant debt maturities in 2021-2022, implying
high refinancing risk.

S&P currently consider that the group has adequate liquidity, with
sources covering uses by around 1.2x for the coming 12 months. That
said, increasing debt maturities in 2021-2022 related to material
amortizations of the Sberbank acquisition facility and to group
subsidiaries' domestic bonds, including RUB 5 billion bond of
Leader Invest with a put option in February 2021, could weigh on
its liquidity position.

LSS' stand-alone credit profile remains unchanged, now one notch
above the group credit profile, and reflects the subsidiary's
moderate leverage.

S&P said, "In our view, LSS' stand-alone credit profile remains
unchanged at 'b+'. This is because we expect that its leverage will
remain moderate at around or below 3x-4x (including new project
finance debt) in 2019-2021, and its corporate debt will gradually
decline from around RUB20 billion expected at end-2019.

"The negative outlook reflects our view that we may lower our
rating on LSS if the group fails to maintain its adjusted debt to
EBITDA, considering project finance debt, below 7x in 2020-2021 or
if its cash interest coverage is below 2.0x. We may also take a
negative rating action if debt other than project finance debt
materially increases from levels reported at end-2019. Finally, any
liquidity stress (including due to untimely refinancing), either at
LSS or at Etalon Group level, would lead to a downgrade.

"We are likely to revise the outlook to stable if LSS' adjusted
leverage remains sustainably below 7.0x (including project finance
debt) and its interest coverage is above 2.0x in 2021-2022. This
would also hinge on liquidity sources comfortably covering uses
over a 12-month period, both at LSS and the parent level."


INTERPROMBANK JSCB: Moody's Lowers Deposit Ratings to Caa2
----------------------------------------------------------
Moody's Investors Service concluded its review for downgrade on the
long-term ratings of Interprombank, JSCB. Moody's has downgraded to
Caa2 from Caa1 the bank's long-term ratings. Long-term Counterparty
Risk Assessment was also downgraded to Caa2(cr) from Caa1(cr).
Following the downgrade, the long-term deposit ratings carry a
negative outlook. Moody's also affirmed the bank's ca Baseline
Credit Assessment and Adjusted BCA, Not Prime short-term deposit
ratings, Not Prime(cr) short-term Counterparty Risk Assessment, and
Not Prime short-term Counterparty Risk Ratings.

RATINGS RATIONALE

The downgrade of the bank's ratings reflects increased risk for the
bank's senior creditors following the ongoing deterioration in
liquidity metrics as well as the recent ruling of the Russian
arbitrage court on US$55 million financial claims filed against the
bank by a third party.

The Russian arbitrage court recently ordered that Interprombank has
to repay US$55 million (RUB3.4 billion), i.e. more than a half of
the bank's core regulatory Tier 1 capital, to a third party on
financial claims where Interprombank is alleged to be a financial
guarantor. While Interprombank rejects that it issued any such
guarantees and appealed the court ruling, the risk for creditors
has, in Moody's view, increased. In case of Interprombank's failure
to successfully appeal the court's ruling, its core Tier 1 capital,
that stood at 9.99% of risk-weighted assets as of December 31,
2019, would fall below the regulatory minimum, whereas its liquid
assets are currently not sufficient to make such payment.

According to the monthly regulatory filings, Interprombank's
overdue loans to corporate clients have recently sharply increased,
requiring the bank to recognize loan loss reserves and decreasing
the bank's regulatory core Tier 1 capital down to RUB6.1 billion as
of January 1, 2020 from RUB6.4 billion as of October 1, 2019.
Meanwhile, deposit base continued to shrink, requiring
Interprombank to deleverage. As of December 31, 2019, highly liquid
assets (cash and cash equivalents) stood at just about 3% of total
assets.

While high solvency risks have been already captured in the bank's
BCA of ca, until recently, risks for depositors and senior
creditors were somewhat offset by the structure of the bank's
balance sheet with a large volume of equity and subordinated debt.
In addition, Moody's also took into account potential support that
the bank might receive and was recently receiving from its
shareholders whose deposits comprise a large portion of
liabilities, underpinning Moody's positioning of the bank's
long-term ratings three notches above the bank's Aadjusted BCA of
ca. The observed recent negative credit developments increase
liquidity risks and, therefore, the potential volume of cash
injections required to support the bank. Given the heightened
uncertainty regarding further possible injections from the
shareholders, Moody's revised downwards its assessment of risk for
senior creditors. The persistent negative pressure on the bank that
leads to business contraction and weak client confidence, as
reflected in the ongoing shrinkage of the deposit base, was also
reflected in the negative outlook.

WHAT COULD MOVE THE RATINGS UP/DOWN

Various actions undertaken by the bank's shareholders and
management aimed at improving the bank's liquidity and solvency
could lead to an upgrade of the bank's BCA and the long-term
ratings. The bank's long-term ratings and its BCA could be also
upgraded in the event of a significant improvement in liquidity and
asset risk.

Interprombank's ratings may be downgraded should the bank fail to
stabilize liquidity and solvency, were not able to resolve its
litigation favourably, or face adverse regulatory action leading to
its closure or inability to service its liabilities on a timely
basis.

LIST OF AFFECTED RATINGS

Issuer: Interprombank, JSCB

Downgrades:

Long-term Counterparty Risk Assessment, Downgraded to Caa2(cr) from
Caa1(cr)

Long-term Counterparty Risk Ratings, Downgraded to Caa2 from Caa1

Long-term Bank Deposit Ratings, Downgraded to Caa2 from Caa1,
Outlook Changed to Negative from Ratings Under Review

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed ca

Baseline Credit Assessment, Affirmed ca

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Short-term Counterparty Risk Ratings, Affirmed NP

Short-term Bank Deposit Ratings, Affirmed NP

Outlook Action:

Outlook Changed to Negative from Ratings Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in November 2019.


LEADER INVEST: S&P Alters Outlook to Negative & Affirms 'B/B' ICR
-----------------------------------------------------------------
S&P Global Ratings revised the outlook on Russia-Based Leader
Invest JSC to negative from stable and affirmed its 'B/B' long- and
short-term issuer credit ratings, in line with its view of the
group's credit quality.

S&P now aligns the rating on Leader with its assessment of Etalon
Group's creditworthiness.

S&P said, "Etalon Group acquired Leader in 2019 and we believe that
the integration is almost complete. We understand that Etalon Group
is sharing its construction team capacity with Leader, and is
centralizing its treasury management. Moreover, in third-quarter
2019, Leader started selling its projects under Etalon Group's
brand. In 2019, Leader's projects were an important part of the
group's performance. In fourth-quarter 2019, Leader accounted for
21% and 28% of new contracts of the consolidated Group by area and
by values, respectively. Leader contributes approximately 30% of
Etalon Group's deliveries in Moscow. Moscow, where Leader's
projects are located, represented 57% of the group's 2019
deliveries (by area), supporting 30% year-on-year growth in total
area delivered to 622,000 square meters (sqm) across 21 projects.
In the mid- to-long term, Leader's large ZIL South project in
southern Moscow should contribute to the group's consolidated
performance, although the conditions of this project are still to
be defined. Consequently, we now assess Leader's role in the group
as core and equalize the rating with our assessment of the group's
creditworthiness.

"We currently assess Etalon Group's creditworthiness at 'b' and
expect that it would demonstrate increasingly elevated leverage in
2019-2021.

"We project that Etalon Group's S&P Global Ratings-adjusted debt to
EBITDA was about 5.5x at year-end 2019 and should increase further
to 6.0x-7.0x in 2020-2021. The rise stems from the group's
approximately Russian ruble (RUB) 30 billion, acquisition facility
from Sberbank (drawn in two tranches with five- and eight-year
final maturity) to finance the Leader acquisition. This transaction
more than doubled Etalon Group's debt and was not sufficiently
balanced by Leader's incremental EBITDA. We also expect that Etalon
Group's leverage will be negatively affected by new project finance
debt, which would be raised to finance construction projects under
new requirements from the Russian regulator." That said, such
project finance debt might be largely self-liquidating if strong
pre-sales support accumulation of cash in escrow accounts and the
group exercises disciplined project execution. This would partly
mitigate risks related to significantly higher leverage forecast
for 2020-2022.

Etalon Group's leverage will likely increase in 2020-2021 due to
deeply negative operating cash flows.

In line with new regulations, homebuyers' advances will be
restricted in escrow accounts and not be part of Etalon Group's
cash flows until projects are completed. S&P said, "We assume an
average project life of about three years, in line with the
industry average. Furthermore, we expect that material shareholder
distributions will cut deeply into Etalon Group's discretionary
cash flows. Positively, we expect that the group's corporate debt
(debt other than new project finance lines) will be at least stable
or moderately decrease compared with about RUB55 billion at
year-end 2019, by our estimates, and incremental debt will be in
the form of project finance loans. We also understand that the
group's future land acquisitions are not committed and remain at
management's discretion."

Etalon Group has significant debt maturities in 2021-2022, implying
high refinancing risk.

S&P currently consider that the group has adequate liquidity, with
sources covering uses by about 1.2x for the coming 12 months. This
is supported by robust cash collections in 2019, which were up 24%
year on year to RUB77.7 billion. That said, increasing debt
maturities in 2021-2022 related to material amortizations of the
Sberbank acquisition facility and subsidiaries' domestic bonds,
including Leader's RUB5 billion bond with a put option in February
2021, could weigh on its liquidity position.

Leader's stand-alone credit profile (SACP) remains unchanged at
'b', and reflects the subsidiary's moderate leverage.

S&P said, "Our assessment of Leader's SACP remains unchanged at
'b'. This is because we expect that its leverage will remain
moderate at below 4x (including new project-finance debt) in
2019-2021. Our SACP assessment is supported by the favorable
position of Leader's projects, thanks to the land plots transferred
to it by previous shareholder Sistema, and the historically
above-average profitability of these projects. We factor that
Leader commissioned 14 projects (out of 21 projects at Etalon
Group) in 2019, which was record-high performance. We believe this
demonstrates the improved execution capacity of Leader as part of
Etalon Group. However, we also consider that Leader remains smaller
than Etalon LSS and has a shorter track record in the market.

"The negative outlook reflects our view that we may lower our
rating on Leader if Etalon Group fails to maintain adjusted debt to
EBITDA, considering project-finance debt, below 7x in 2020-2021.

"We could also downgrade Leader if its cash interest coverage is
below 2.0x, or if debt (other than project-finance debt) materially
increases from levels reported at year-end 2019. Furthermore, any
liquidity stress, including due to untimely refinancing, either at
Leader or Etalon Group, would lead to a downgrade.

"We are likely to revise the outlook to stable if Etalon Group's
adjusted leverage remains sustainably below 7.0x (including
project-finance debt) and its interest coverage is above 2.0x in
2021-2022. This would also hinge on liquidity sources comfortably
covering uses over a 12-month period, both at Leader and the parent
level."


ROSVODOKANAL LLC: Fitch Assigns BB- LongTerm IDRs, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings assigned ROSVODOKANAL LLC Long-Term Foreign and
Local-Currency Issuer Default Ratings at 'BB-' with a Stable
Outlook. It has simultaneously withdrawn Ventrelt Holdings S.a.r.l.
ratings. Both rating actions follow a reorganisation.

The ratings reflect Rosvodokanal position as one of the leading
private water and waste water companies in Russia, operating under
rental and long-term concession agreements signed with
municipalities. The ratings incorporate reasonable tariff growth,
strong credit metrics and manageable liquidity. This is balanced by
lower protection from rental agreements than concessions, evolving
regulation, limited size and diversification relative to that of
larger peers and 'BB' rated Russian companies.

KEY RATING DRIVERS

Reorganisation Simplifies Group Structure: At end-2019 Ventrelt
shareholders (four individuals) reorganised the group's structure
by eliminating Luxembourg-domiciled parent company Ventrelt and
replacing it with Russian-domiciled Rosvodokanal LLC, which they
now directly own. Rosvodokanal owns seven water channels (six
wholly-owned and one majority-owned) in seven cities in Russia. The
reorganisation has simplified the group's structure and cash
flows.

Leading Private Water Utility: Rosvodokanal (previously Ventrelt)
is Russia's leading private water and wastewater operator that
provides a full range of services from operating water and
wastewater assets to engineering and construction of
water-treatment facilities. It supplies about 400m cubic meters of
water annually to about 5.5 million customers in seven cities in
Russia.

Enlarged Portfolio: In December 2019 Rosvodokanal acquired
RVK-Tsentr from its shareholders. The company operates water and
sewage pipelines in the City of Arkhangelsk under a 49-year
concession agreement signed in 2018 with the local authorities. The
concession sets certain parameters for water quality, efficiency
and reliability of supplies and foresees total investments of about
RUB12.8 billion over 2018-2066. Approved tariffs run until 2032
with average annual indexation of about 4%.

New Concession to Aid EBITDA Increase: The Arkhangelsk concession
foresees the repayment of municipals' outstanding accounts payable
of RUB900 million in equal instalments over 10 years starting from
2019. In its rating case Fitch accounts for RUB90 million outflows
annually. Following the consolidation of Arkhangelsk's water
channel, Rosvodokanal's debt at end-2019 increased by RUB621
million. Fitch expects its EBITDA to increase by about 9% in 2020
as a result of Arkhangelsk's consolidation.

Strong Financial Metrics: Fitch forecasts Rosvodokanal's funds flow
from operations (FFO) adjusted net leverage (net of connections
fees) at around 2x on average over 2019-2023 (0.9x in 2018), well
below its negative rating guideline of 4.0x and the bank loan
covenant of net debt/EBITDA of under 3.5x. This is due to healthy
tariff growth and despite its expectation that free cash flow (FCF)
will become negative on the back of increased capex, especially in
the regions where Rosvodokanal operates under concession agreements
- Tyumen, Voronezh and Arkhangelsk.

Long-term Tariffs: The group's tariff growth was on average
slightly above inflation in 2011-2018, which was supportive against
the backdrop of the government's efforts to curb natural
monopolies' tariffs. In 2019 the regulator approved long-term
tariffs for 2020-2024 for all of Rosvodokanal's water channels,
except Arkhangelsk, for which tariffs are approved till 2032. The
tariffs are approved on average close to the CPI rate, except for
Tyumen, where higher tariffs are approved on the back of large
investment implementation.

Evolving Regulatory Framework: Despite the approval of long-term
tariffs for all of Rosvodokanal's water channels, the regional
regulator has the right to revise tariffs annually. They may also
not be completely free from political pressure. In 2019 Federal
Antimonopoly Service decreased tariffs in Tyumen and Barnaul.

Higher Tariff Visibility in Concessions: Concession agreements
under which the group operates in three out of seven regions are
typically signed for 25-to-49 years and provide tariff visibility
for five-to-15 years and clear cooperation with local
municipalities. In the remaining regions it operates under rental
agreements, which are higher-risk in nature than concessions and
under which some assets are leased under short-term agreements and
renewed annually.

Negative FCF Expected: Fitch expects Rosvodokanal to continue to
generate healthy cash flows from operations averaging about RUB4
billion a year over 2019-2023. However, FCF may turn negative on
the back of expected average investments of about RUB5 billion a
year over the same period and dividend payments of RUB157 million
in 2019 and at 25% of net income thereafter, in line with its newly
introduced dividend policy. Negative FCF may add to funding
requirements.

Expansion Strategy: Rosvodokanal's strategy envisages further
expansion into several Russian cities with at least 200,000
residents by participating in concession auctions. Fitch views
expanding of business profile without significant deterioration of
credit metrics as credit-positive. Under concession auctions
bidders are selected based on the mix of proposed tariff growth,
planned investments and expected efficiencies in their business
plans. Therefore Fitch does not expect significant M&A outflows.

Consolidated Approach: Fitch rates Rosvodokanal based on its
consolidated profile, since the group is centrally managed through
the parent company, which wholly owns six out of seven water
channels representing around 83% of its EBITDA in 2018. The
majority of debt is raised by OpCos (around 80%). Krasnodar
Vodokanal LLC, which contributes 29% of group EBITDA and provides
sureties for RVK-Voronezh LLC (around 15% of group EBITDA) and the
holding company Rosvodokanal. There are no other sureties within
the group. Additionally, some loan agreements include cross-default
clauses covering debt at all water channels funded by the bank.

DERIVATION SUMMARY

The regulatory environment and approach to asset ownership are the
key factors justifying the two-to five-notch differences between
Rosvodokanal's ratings and those of central European peers, Aquanet
S.A. (BBB+/Stable, SCP of 'bbb'), Miejskie Wodociagi i Kanalizacja
w Bydgoszczy Sp. z o.o. (MWiK, BBB/Stable, SCP of 'bbb-') and Czech
Severomoravske vodovody a kanalizace Ostrava a.s. (SmVaK,
BB+/Stable), although the peers have higher leverage. Aquanet, MWiK
and SmVaK are owners of their assets and benefit from a record of
predictable tariff-setting, while Rosvodokanal leases or manages
its assets under concession, and its tariffs are less predictable.

Rosvodokanal is rated at the same level as Georgian Water and Power
LLC (GWP, BB-/Stable) but has a higher debt capacity (negative
sensitivity at 4.0x vs. GWP's 3.0x). This is because its stronger
asset quality, larger size, greater geographical diversification
and longer record of favorable regulation are only partially offset
by GWP's asset ownership and developing regulation under the
regulatory asset base (RAB) principle. Rosvodokanal's financial
profile is strong compared with peers', and the group has
comfortable leverage headroom within its ratings.

KEY ASSUMPTIONS

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

  - Moderate decline in volumes of water supply and drainage of
    less than 1% annually in 2019-2023 due to efficiency measures
    and expansion of water metering;

  - Average tariff growth for water supply and drainage at around
    6% p.a. in 2019-2023, due mainly to the implementation of
    investment programmes under concession agreements;

  - Inflation ranging between 3.3% and 4.5% p.a. over 2019-2023,
    and operating expenses increasing slightly below inflation;

  - Capex in line with management's forecasts;

  - Dividend payments of RUB157 million in 2019 and at 25% of
    net income in 2020-2023;

  - Arhangelsk water channel consolidated within the group at
     end-2019.

RATING SENSITIVITIES

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

  - Increased revenue and earnings visibility due to, for
    example, more water channels switching to concession
    agreements and the implementation of long-term tariffs

  - Sustainable positive FCF generation

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

  - Significant deterioration of credit metrics on a sustained
    basis (FFO adjusted net leverage (excluding connection
    fees) above 4.0x and FFO fixed charge cover (excluding
    connection fees) below 3.0x) due to, for example,
    insufficient tariff growth to cover cost increases,
    or elevated borrowing costs not compensated by capex cuts

  - A sustained reduction in cash generation through worsening
    operating performance, deteriorating cash collection or
    cancellation of rental agreements

LIQUIDITY AND DEBT STRUCTURE

Manageable Liquidity: At end-3Q19 Rosvodokanal's cash and cash
equivalents of RUB2.9 billion and available credit lines from Joint
Stock Company Alfa-Bank (BB+/Positive) and AO Raiffeisenbank
(BBB/Stable) totalling RUB1.8 billion were sufficient to cover
short-term debt of RUB2.2 billion and Fitch-expected negative FCF
of about RUB2 billion. At end-3Q19 all outstanding loans were
denominated in Russian roubles.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch does not capitalise Rosvodokanal's water infrastructure
leases (rent payments) as the group has no choice but to lease the
assets. Fitch capitalises other leases using 6x multiple (Russia).

Impairment of intangible assets, gains/losses on disposal of
subsidiary, inventories and property, plant and equipment,
surpluses of inventories, written-off accounts payable and return
on national duty are excluded from EBITDA calculation.

FFO is adjusted by deducting revenue from connection fees to
calculate FFO connection fee-adjusted leverage and coverage
metrics.

ESG CONSIDERATIONS

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




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

CAIXABANK RMBS 1: Moody's Upgrades EUR1349MM Cl. B Notes to Caa1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four notes in two
Spanish RMBS transactions.

The rating action reflects: (a) better than expected collateral
performance on CAIXABANK RMBS 1, FT and (b) the increased levels of
credit enhancement for the affected notes on both transactions.

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

CAIXABANK RMBS 1, FT

  EUR12851 million Class A Notes, Upgraded to Aa2 (sf);
  previously on Jun 29, 2018 Upgraded to A1 (sf)

  EUR1349 million Class B Notes, Upgraded to Caa1 (sf);
  previously on Jun 29, 2018 Affirmed Caa3 (sf)

IM CAJAMAR 1, FTA

  EUR353.3 million Class A Notes, Affirmed Aa1 (sf);
  previously on Jun 29, 2018 Affirmed Aa1 (sf)

  EUR9.3 million Class B Notes, Affirmed Aa1 (sf);
  previously on Jun 29, 2018 Affirmed Aa1 (sf)

  EUR4.1 million Class C Notes, Upgraded to Aa1 (sf);
  previously on Jun 29, 2018 Upgraded to Aa3 (sf)

  EUR3.3 million Class D Notes, Upgraded to Baa3 (sf);
  previously on Jun 29, 2018 Upgraded to Ba1 (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by:

  - decreased key collateral assumptions, namely the portfolio
Expected Loss (EL) assumption on CAIXABANK RMBS 1, FT due to better
than expected collateral performance

  - an increase in credit enhancement for the affected tranches

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolios reflecting the collateral
performance to date.

The performance of the transactions has continued to be stable or
to improve since June 2018. Total delinquencies have decreased
since June 2018, with 90 days plus arrears currently standing at
1.34% and 0.38% of current pool balance, respectively, for
CAIXABANK RMBS 1, FT and IM CAJAMAR 1, FTA; 90 days plus arrears
stood at 1.48% and 0.59% in June 2018, respectively, for CAIXABANK
RMBS 1, FT and IM CAJAMAR 1, FTA. Cumulative defaults currently
stand at 0.81% and 1.79% of original pool balance, respectively,
for CAIXABANK RMBS 1, FT and IM CAJAMAR 1, FTA.

Moody's decreased the expected loss assumption for CAIXABANK RMBS
1, FT to 3.48% as a percentage of original pool balance from 4.50%
due to better than expected collateral performance.

MILAN CE assumptions remained unchanged on both deals.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available for these transactions.

For instance, the credit enhancement for the most senior tranche
affected by the rating action on CAIXABANK RMBS 1, FT increased to
17.52% from 15.60% since the last rating action. Similarly, the
credit enhancement for Class C on IM CAJAMAR 1, FTA increased to
12.39% from 9.72% since the last rating action.

Moody's assessed the exposure to Banco Cooperativo Espanol, S.A.
acting as swap counterparty on IM CAJAMAR 1, FTA. Moody's analysis
considered the risks of additional losses on the notes if they were
to become unhedged following a swap counterparty default by using
the CR assessment as reference point for swap counterparties.
Moody's concluded that the rating of the Class D notes is
constrained by the swap agreement entered between the issuer and
Banco Cooperativo Espanol, S.A.

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

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

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

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

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


GENOVA HIPOTECARIO VII: Fitch Affirms BB+sf Rating on Class C Debt
------------------------------------------------------------------
Fitch Ratings upgraded three tranches and affirmed eight tranches
of three AyT Genova Hipotecario transactions. The Outlooks are
Stable.

RATING ACTIONS

AyT Genova Hipotecario VII, FTH

Class A2 ES0312343017; LT AAAsf Affirmed; previously at AAAsf

Class B ES0312343025;  LT AA-sf Upgrade;  previously at A+sf

Class C ES0312343033;  LT BB+sf Affirmed; previously at BB+sf

AyT Genova Hipotecario IX, FTH

Class A2 ES0312300017; LT A+sf Upgrade;   previously at Asf

Class B ES0312300025; LT Asf Upgrade;     previously at A-sf

Class C ES0312300033; LT BBB+sf Affirmed; previously at BBB+sf

Class D ES0312300041; LT Bsf Affirmed;    previously at Bsf

AyT Genova Hipotecario VIII, FTH

Class A2 ES0312344015; LT AAAsf Affirmed; previously at AAAsf

Class B ES0312344023;  LT AAsf Affirmed;  previously at AAsf

Class C ES0312344031;  LT Asf Affirmed;   previously at Asf

Class D ES0312344049;  LT Bsf Affirmed;   previously at Bsf

TRANSACTION SUMMARY

The transactions comprise Spanish residential mortgages originated
by Barclays Bank between 2005 and 2006 and serviced by CaixaBank
(BBB+/Stable/F2).

KEY RATING DRIVERS

Updated Loss Rates

Fitch has reviewed the definition of its portfolio loss floor in
its updated European RMBS Rating Criteria. The application of the
updated method resulted in a lower loss floor for Genova IX 'AA'
rating scenarios and below. This change drives the rating upgrade
of the transaction's class B notes by one notch. This rating action
resolves the Rating Watch Positive on the class B notes following
the publication of Fitch's Exposure Draft: European RMBS Rating
Criteria on September 12, 2019.

Counterparty Risks Cap Ratings

Genova IX's maximum achievable ratings for all tranches are capped
at 'A+sf' as the swap counterparty replacement trigger is set at
'BBB(dcr)', which is insufficient to support 'AAsf' or 'AAAsf'
ratings.

Adequate Credit Enhancement

Current and projected credit enhancement (CE) of the notes is
sufficient to mitigate the credit and cash flow stresses under
their respective rating scenarios, as reflected by the upgrades and
affirmations. Genova IX's CE ratios are expected to remain broadly
stable as the securitisation notes continue to amortise pro-rata.
Genova VII and Genova VIII currently amortise sequentially but are
expected to switch to pro-rata if reserve funds reach their
respective target levels (currently at above 90% of their targets
in both cases).

High Seasoning/Stable Asset Performance

The rating actions reflect Fitch's expectation of stable credit
trends given the significant seasoning of the securitised
portfolios of more than 13 years, the prevailing low interest-rate
environment and a benign Spanish macroeconomic outlook. Three-month
plus arrears (excluding defaults) as a percentage of the current
pool balance remain equal to or below than 0.3% in all cases as of
the latest reporting date, while cumulative gross defaults relative
to initial portfolio balances range between 0.6% and 1.4% across
all transactions.

Payment Interruption Risk Mitigated

Fitch views the transactions as sufficiently protected against
payment interruption risk in the event of servicer disruption, as
liquidity sources provide a buffer to mitigate liquidity stresses,
covering at least three months of senior fees and interest payment
obligations on the senior securitisation notes, until an
alternative servicing arrangement is implemented.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift of interest rates, could
jeopardise the underlying borrowers' affordability. This could have
negative rating implications, especially for junior tranches that
are less protected by structural CE. As AyT Genova Hipotecario IX's
class A2 notes' rating is capped at 'A+sf' due to swap counterparty
eligibility thresholds set at 'BBB(dcr)', an update in these
thresholds could trigger a corresponding adjustment to the class A2
notes' rating. The class C and D notes across all transactions show
excessive dependency on the SPV bank counterparty (Societe
Generale, S.A.; Deposit Ratings A+/ F1) resulting in their maximum
achievable rating of A+sf'. However, this is not a key rating
driver for any of the impacted classes as they are all currently
rated below that level.




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

BRITISH STEEL: Jingye Plans to Build Furnace on Teeside
-------------------------------------------------------
Nikou Asgari, Michael Pooler and Chris Tighe at The Financial Times
report that British Steel's Chinese buyer is considering building a
new metals recycling furnace on Teesside, a move which would bring
steelmaking back to an area that has suffered decades of industrial
decline.

Jingye hammered out an agreement with trade unions on new
employment terms last week as part of its planned turnround of the
failed manufacturer, which will involve GBP1.2 billion worth of
investments but also up to 500 job losses -- roughly 10% of the
workforce, the FT relates.

The Chinese conglomerate hopes to conclude its takeover of the UK's
second-largest steelmaker by the end of next month, the FT
discloses.

It is looking at the possible installation of an electric arc
furnace at one of the company's smaller factories in Teesside,
north-east England, according to people aware of the plans, the FT
states.

If the proposal goes ahead, it would herald the return of crude
metal production to a region with a proud industrial heritage, but
whose 170-year history of iron and steelmaking ended when the
nearby Redcar blast furnace plant shut in 2015, the FT notes.

According to the FT, the closure caused 3,000 job losses and left
behind vast tracts of despoiled land at what has been described as
the UK's biggest regeneration site.

                       About British Steel

British Steel Limited is a long steel products business founded in
2016 with assets acquired from Tata Steel Europe by Greybull
Capital.  The primary steel production site is Scunthorpe
Steelworks, with rolling facilities at Skinningrove Steelworks,
Teesside and Hayange, France.

British Steel has about 5,000 employees.  There are 3,000 at
Scunthorpe, with another 800 on Teesside and in north-eastern
England.  The rest are in France, the Netherlands and various sales
offices round the world.

British Steel was placed in compulsory liquidation on May 22, 2019.
The liquidation came after the Company failed to obtain an
emergency state loan of about GBP30 million.

The Government's Official Receiver has taken control of the company
as part of the liquidation process.  Accountancy firm EY has been
named Special Manager in the case, and will be assisting the
Receiver.


CHILANGO: Some Mini-Bond Investors Opt to Cut Losses
----------------------------------------------------
George Nixon at ThisisMONEY.co.uk reports that official documents
show some investors in the 8% mini-bonds offered by stricken
Mexican restaurant chain Chilango have decided to cut their
losses.

According to ThisisMONEY.co.uk, there were 14 bondholders who
cashed out nearly GBP48,000 worth of investments for just a tenth
of that.

The roughly 800 people who collectively poured GBP3.7million into
Chilango's "burrito bond" fundraise between October 2018 and April
2019 were given the option before Christmas of either receiving 10p
in every GBP1 they invested or swapping their mini-bond debts for
debt-like shares, which promised returns sometime in the future,
ThisisMONEY.co.uk discloses.

The choice was one the measures the financially troubled restaurant
chain implemented in a bid to get a handle on its debts, which
stood at GBP6.8 million at the end of last October,
ThisisMONEY.co.uk notes.

At the start of January, Chilango successfully implemented a
company voluntary arrangement, ThisisMONEY.co.uk recounts.

This is a rescue plan which proposed cutting rents by 40% on three
of its 12 restaurants and exiting leases on four unopened sites, as
well as the move to clear the debt from its balance sheet by
transferring it into equity, ThisisMONEY.co.uk states.

Documents filed to Companies House revealed 14 bondholders who
collectively invested GBP47,500 in the company's mini-bonds voted
to cash out their holdings for a total of GBP4,750, losing 90% of
what they had invested as little as eight months beforehand,
ThisisMONEY.co.uk relates.


CINEWORLD GROUP: S&P Rates $1.93BB Secured Term Loan Due 2027 'B+'
------------------------------------------------------------------
S&P Global Ratings assigned the following issue and recovery
ratings to Cineworld Group plc's (Cineworld) proposed debt, which
the group will issue to finance the acquisition of Canada's largest
cinema exhibitor Cineplex Inc:

-- An issue rating of 'B+' and '3' recovery rating to the
    proposed $1,932 million senior secured term loan due in 2027.

-- An issue rating of 'B-' and '6' recovery rating to the
    proposed $343 million senior unsecured bridge loan.

S&P said, "Our 'BB-' ratings on Cineworld and its existing debt
remain on CreditWatch with negative implications, where we placed
them on Dec. 16, 2019, following the announcement that Cineworld
has made an offer to acquire Cineplex for about $2.2 billion in
cash.

"We plan to resolve the CreditWatch placement upon the
transaction's closing, which we expect in the first half of 2020.
Based on the proposed transaction and provided the group's
operating performance is in line with our base-case expectations,
we will likely lower the issuer credit rating and the rating on the
existing senior secured debt by one notch from 'BB-' to 'B+'.

"We assigned our ratings to the proposed debt based on our analysis
of the combined group, assuming that the acquisition completes and
including Cineplex pro forma from the beginning of the year. We
estimate that in 2020 the combined group's adjusted leverage will
increase to about 5.0x from the 4.6x in 2019 that we forecasted for
Cineworld on a stand-alone basis."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P assigned its issue rating of 'B+' and a '3' recovery rating
to the proposed $1,932 billion senior secured term loan facility
due in 2027 to be issued by the Canadian term borrower 1232743 B.C.
Ltd., an indirect wholly-owned subsidiary of Cineworld.

-- The recovery rating of '3' reflects S&P's expectation of
meaningful recovery prospects (50%-70%; rounded estimate 60%). The
prior-ranking status of the senior secured term loans supports the
recovery rating, but the significant amount of debt in the capital
stricture constrains it.

-- S&P assigned its issue rating of 'B-' and a '6' recovery rating
to the proposed $343 million unsecured bridge loan to be issued by
Crown Finance U.S., Inc.

-- The '6' recovery rating reflects the unsecured nature of the
bridge loan. S&P assumes it to remain in the capital structure at
the point of hypothetical default.

-- S&P values the company as a going concern given its strong
brand and well-invested theater portfolio.

-- In S&P's hypothetical default scenario it assumes a significant
decline in cinema attendance due to secular pressures or a sudden
sharp audience shift toward alternative entertainment or film
delivery methods.

Simulated default assumptions

-- Simulated year of default: 2024
-- Jurisdiction: U.S.

Simplified waterfall

-- EBITDA at emergence: $646 million (minimum capex at 4% of
annual revenue due to continued investment in the theater circuit,
standard cyclicality adjustment for the industry at 5%).

-- Implied enterprise value multiple: 6.0x, reflecting Cineworld's
strong brand and geographical diversity, but constrained by the
volatile and highly competitive nature of the cinema exhibition
industry.

-- Gross enterprise value at default: $3.9 billion

-- Net enterprise value after administrative costs (5%): $3.7
billion

-- Senior secured debt: $5.8 billion

-- Recovery rating: 3 (50%-70%; rounded estimate 60%)

-- Senior unsecured debt: $361 million

-- Recovery rating: 6 (0%-10%; rounded estimate 0%)

All debt amounts include six months' prepetition interest. RCF
assumed 85% drawn at the time of default.


FLYBE: Seeks GBP100MM Short-Term Loan From UK Government
--------------------------------------------------------
BBC News reports that Flybe's owners are trying to borrow GBP100
million as a short-term loan from the government.

Connect Airways has also agreed to put GBP20 million extra cash
into its troubled regional airline, BBC relays, citing sources.

The company confirmed it was seeking a loan on "commercial" terms
but not how much it wanted to borrow, BBC notes.

At the time, Flybe boss Mark Anderson told staff it had had
"difficult days" but still had "a great future", BBC relates.  He
said the loan would not be a bailout, BBC recounts.

That would be on top of the GBP30 million already promised,
according to BBC.

If it succeeds, it will be an unusual move by the government, which
declined to assist Thomas Cook when it asked for a loan, BBC says.

                           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.


QUICK-SURE INSURANCE: Goes Into Administration
----------------------------------------------
Laurence Eastham at Insurance Age reports that the Gibraltar
Financial Services Commission confirmed on Jan. 23 Quick-Sure
Insurance has entered administration.

Quick-Sure ceased writing new business in March 2017 and has no
unexpired policies, Insurance Age relates.  Since then, it has
continued to settle claims, Insurance Age notes.  As of Jan. 23,
the GFSC estimated that only 117 claims are yet to be settled,
Insurance Age states.

Grant Jones -- grant.jones@sgllp.gi -- and James Oton of Simmons
Gainsford Gibraltar LLP have been appointed as administrators,
Insurance Age discloses.



REDFISHMEDIA: Mylo Kaye Banned from Serving as Director
-------------------------------------------------------
Peter Evans at The Sunday Times reports that Mylo Kaye, an
entrepreneur who claimed he recovered from being homeless to build
a GBP1 million business, has been banned from serving as a company
director for three years.

According to The Sunday Times, Mr. Kaye, who appears under at least
five variations of his name on Companies House, has been
disqualified by the Insolvency Service for trading to "the
detriment of HM Revenue & Customs" while running Redfishmedia,
which was dissolved last year owing GBP185,298.


SOUTH WESTERN RAILWAY: Faces Renationalization Over Financial Woes
------------------------------------------------------------------
Jim Pickard at The Financial Times reports that South Western
Railway is facing renationalization after transport secretary Grant
Shapps said the operator of one of the UK's biggest train
franchises was financially "not sustainable".

Mr. Shapps used a written ministerial statement to warn that the
transport department was preparing "suitable contingency measures"
because the company was making "significantly" less money than
anticipated and would therefore not be able to continue in its
current form, the FT relates.

According to the FT, the transport secretary said he had asked the
South Western franchise operator -- owned by a consortium led by
First Group -- to submit alternative proposals for the future of
the line, which could involve a short-term contract on new terms.
At the same time he has asked the state-owned rail company, called
the "Operator of Last Resort", to draw up detailed plans to run the
line, the FT notes.

Mr. Shapps, the FT says, is expected to decide by March between
those two options for the future of the franchise, which involves
running 1,850 trains daily between London and a swath of the region
from Surrey to Devon.

South Western Railway, which only took over as operator two years
ago, admitted two weeks ago that it was on track to collapse within
12 months after making an operating loss of GBP136.9 million in the
year to March 2019, the FT recounts.  At the time it blamed delayed
track upgrades, timetabling problems and strikes organized by the
RMT union, the FT relays.



                           *********


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

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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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