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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, February 4, 2020, Vol. 21, No. 25

                           Headlines



F R A N C E

DIAVERUM HOLDING: S&P Assigns 'B-' LongTerm ICR, Outlook Stable


G E R M A N Y

AKELIUS RESIDENTIAL: S&P Assigns 'BB+' Rating on New Hybrid Notes


I R E L A N D

ACCUNIA EUROPEAN IV: Moody's Gives (P)B3 Rating to Class F Notes
ACCUNIA EUROPEAN IV: S&P Assigns Prelim B-(sf) Rating on F Notes


I T A L Y

FABRIC (BC) SPA: S&P Affirms 'B' ICR, Outlook Stable


K A Z A K H S T A N

NOMAD INSURANCE: A.M. Best Hikes Fin. Strength Rating to B-(Fair)


N E T H E R L A N D S

UPC BROADBAND: Moody's Rates New Sec. Term Loan AT Due 2028 'Ba3'


N O R W A Y

PGS ASA: S&P Assigns Preliminary 'B' LongTerm ICR, Outlook Stable


T U R K E Y

TURKEY: S&P Affirms B+ LT Foreign Currency Sovereign Credit Rating


U N I T E D   K I N G D O M

ARCADIA GROUP: Pension Regulator Outlines CVA Expectations
BHS GROUP: Ex-Director Agrees to 5-Year Ban on Similar Roles
INTU: MetroCentre's Falling Value Triggers Bond Covenant
PHELAN CONSTRUCTION: Agrees CVA with Subcontractors, Suppliers
WONGA: UK Gov't Urged to Help Compensate People Owed Mis-Sold Loans

[*] UK: Insurer Direct Line Takes Actions Against "Ghost Brokers"

                           - - - - -


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F R A N C E
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DIAVERUM HOLDING: S&P Assigns 'B-' LongTerm ICR, Outlook Stable
---------------------------------------------------------------
S&P Glopbal Ratings assigned its 'B-' long-term issuer credit
rating and stable outlook to Diaverum Holding S.a.r.l. S&P also
assigned its 'B-' issue-level and '3' recovery ratings to its
senior secured first-lien term loan B.

The stable outlook reflects S&P's view that Diaverum should be able
to maintain stable adjusted EBITDA margins of 20%-23% over the next
12-18 months, supported by stable reimbursement tariffs and patient
volumes across existing markets.

The rating reflects the focus on a single disease area--end-stage
renal disease--partly offset by geographic diversification and a
strong track record of revenue growth.  Global renal care services
provider Diaverum's geographic diversification has increased
markedly since its spinoff from Swedish group Gambro in 2007, and
subsequent ownership by the private equity group, Bridgepoint
Advisers.

The group's dependence on the mature and low-growth Western
European markets has been decreasing since 2015, dropping to below
50%. S&P views this positively, because reimbursement rates in
Western Europe tend to be constrained due to rising health care
costs and tightening public budgets. The group has been steadily
expanding toward large and small emerging markets, with a growing
base of private insurers. S&P expects this trend to continue.

However, overall reimbursement trends were largely favorable across
most of Diaverum's markets in 2019, with the exception of France
(about 8.0% of total revenue in 2019; tariffs down 1.5% on average
from March 2019), which should support the group's top-line and
earnings generation in the near term.

Full consolidation of Diaverum's profit base in Saudi Arabia is
balanced against a material exposure to a single contract renewal
in that market.  On Jan. 2, 2020, the group agreed to amend its
joint venture and ancillary agreements with local partners in one
of its key emerging markets, Saudi Arabia. This will allow it to
consolidate its operations in the country, and result in a marked
uplift in absolute EBITDA and reduced S&P Global Ratings-adjusted
debt leverage to about 7.4x in 2020 (estimated 7.7x in 2019). The
transaction follows last year's renewal of the key contract with
the country's Ministry of Health for another five years, until
October 2023. This contract is crucial, because in recent years it
accounted for the majority of patients treated, and earnings
generated, by the joint venture with local partners. It will be up
for renewal once again in 2023, and the group expects to agree a
further extension, given its established presence in the country
(first entered in 2011) and its already strong and further
improving medical outcomes.

S&P said, "We understand that as part of the amended agreement with
the local partners, the group has been released from previous
noncompete provisions. This will allow it to independently pursue
further growth opportunities, both in Saudi Arabia and neighboring
countries. We understand that there is an attractive pipeline of
contract tenders in the region, with other public authorities and
privately held corporations.

"Despite the significant EBITDA uplift as a result of the
transaction, adjusted debt leverage will likely remain above 7.0x
until 2021, as the group is still in a growth phase.  We project
adjusted cash-paying debt to EBITDA (excluding the debt-like,
nonredeemable preference shares) to gradually improve to about 7.0x
by end-2021, from the very high 9.1x in 2018. In 2020, we forecast
about 7.4x (excluding the preference shares; and about 16.0x
including them). We think it is unlikely that adjusted leverage
will fall below 7.0x, because of a pipeline of new contract
tenders, which will likely entail start-up costs. We forecast
expansion capital expenditure (capex) to increase to about
4.0%-5.0% of revenue in 2020-2021, up from about 2.4%-3.0% in
2016-2018. We expect this, including overall financing costs and
working capital requirements, to largely absorb the group's FOCF
generation over the next 12-18 months. The group continues to
screen for potential new market entry opportunities, and therefore
it will likely continue to deploy its liquid funds to bolt-on
mergers and acquisitions (M&A) activity. We understand that the
group will continue to look for expansion opportunities in large
emerging markets, notably Brazil, China, and Saudi Arabia.

"In our fully adjusted leverage calculation for 2020, we
incorporate EUR940 million of senior secured first-lien term loan B
(including the EUR200 million add-on funds), about EUR100 million
drawn amount under the RCF, EUR160 million second-lien term loan B,
EUR1.3 billion of preferred equity certificates and EUR186 million
of operating lease liabilities. We do not net cash against debt, in
line with our approach for financial sponsor-owned companies."

Organic growth prospects remain favorable, while stable
reimbursement tariffs should support profitability in the near
term; however, metrics could exhibit volatility given exposure to
emerging markets, such as Argentina and Brazil.  An ageing
population, and the increased prevalence of diabetes and
hypertension--the leading causes of kidney failure--mean that
organic growth prospects for dialysis providers are sound. In
emerging markets, growth rates reflect improving access to health
care services. Public market data estimates indicate that the
global chronic kidney dialysis market is set to expand by about
4.0% (constant adjusted growth rate or CAGR) from 2019-2025,
reaching about $95 billion. It was estimated at $79 billion in
2018.

Diaverum's top line grew by about 7.6% (CAGR) in 2015-2018, thanks
to strong patient (8.6%) and treatment (8.4%) volumes. Growth has
come through new and existing (with increased volumes) contracts
across its end markets.

However, revenue and profitability could potentially exhibit
volatility, owing to the group's presence in emerging markets such
as Argentina that have history of currency volatility.
Collectively, these markets had a negative impact of about EUR57
million and EUR3.5 million on group revenue and EBITDA in 2018,
respectively.

S&P said, "The stable outlook reflects our forecast that Diaverum's
profitability will remain stable over the next 12-18 months,
supported by solid top-line growth and stable reimbursement rates.
We anticipate adjusted cash-paying debt to EBITDA of 7.0x-8.0x, and
a highly constrained FOCF until at least fiscal year (FY) ending
Dec. 31, 2021, as the group continues to execute its external
growth strategy.

"We could take a negative rating action if we observed a weakening
in the group's operating performance such that absolute FOCF turned
markedly negative, compared with our base case, and EBITDA fixed
charge cover approached 1.0x. This could be the result of a
combination of factors, including sub-par performance at recently
acquired or opened clinics, reimbursement tariff increases below
inflation rate in most of the group's end markets, staff
recruitment issues, and higher-than-expected penalties in Saudi
Arabia. Under such a scenario, we would likely reassess our view of
the group's capital structure as unsustainable in the long term.

"We could consider a positive rating action if adjusted debt to
EBITDA fell sustainably below 7.0x and FOCF moved into a sustained
positive territory. In our view, this would stem from a ramp-up of
profitability in newly opened or acquired clinics and stable
reimbursement rates across markets. Under such a scenario, we would
also likely see lower levels of bolt-on acquisitions and capex."




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G E R M A N Y
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AKELIUS RESIDENTIAL: S&P Assigns 'BB+' Rating on New Hybrid Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the proposed
unsecured subordinated hybrid notes to be issued by Akelius
Residential Property AB (BBB/Stable/A-2).

The completion and size of the transaction will be subject to
market conditions, but we anticipate it will be about EUR500
million. Akelius plans to use the proceeds to to repay senior debt
and for potential future acquisitions.

The proposed hybrid notes have a non-call period from issuance of
at least 5 years. The notes are callable thereafter, and are
optionally deferrable and subordinated.

S&P said, "We consider that the proposed hybrid notes will meet our
criteria to receive intermediate equity content until the first
reset date. In line with our hybrid criteria, in our calculation of
Akelius's credit ratios we will treat 50% of the principal
outstanding under the hybrids as debt rather than equity, and will
treat 50% of the related payments on these notes as equivalent to
interest expense.

"We estimate that, post the transaction, the company's hybrid
capitalization rate will be about 10%, thus below our threshold of
15%.

"We arrive at our 'BB+' issue rating on the proposed notes by
deducting two notches from our 'BBB' issuer credit rating on
Akelius." Under S&P's methodology:

-- S&P deducts one notch for the subordination of the proposed
notes, because the issuer credit rating on Akelius is investment
grade (that is, 'BBB-' or above); and

-- S&P deducts an additional notch for payment flexibility to
reflect that the deferral of interest is optional.

S&P said, "The notching reflects our view that there is a
relatively low likelihood that the issuer will defer interest.
Should our view change, we may increase the number of notches we
deduct to derive the issue rating."




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I R E L A N D
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ACCUNIA EUROPEAN IV: Moody's Gives (P)B3 Rating to Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Accunia
European CLO IV Designated Activity Company:

  EUR2,200,000 Class X Senior Secured Floating Rate Notes due
  2033, Assigned (P)Aaa (sf)

  EUR248,000,000 Class A Senior Secured Floating Rate Notes due
  2033, Assigned (P)Aaa (sf)

  EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes due
  2033, Assigned (P)Aa2 (sf)

  EUR12,000,000 Class B-2 Senior Secured Fixed Rate Notes due
  2033, Assigned (P)Aa2 (sf)

  EUR24,000,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2033, Assigned (P)A2 (sf)

  EUR27,400,000 Class D Senior Secured Deferrable Floating Rate
  Notes due 2033, Assigned (P)Baa3 (sf)

  EUR20,600,000 Class E Senior Secured Deferrable Floating Rate
  Notes due 2033, Assigned (P)Ba3 (sf)

  EUR12,600,000 Class F Senior Secured Deferrable Floating Rate
  Notes due 2033, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured loans, second-lien
loans and high yield bonds. The portfolio is expected to be 80%
ramped up as of the closing date and to comprise of predominantly
corporate loans to obligors domiciled in Western Europe. The
remainder of the portfolio will be acquired during the six month
ramp-up period in compliance with the portfolio guidelines.

Accunia Fondsmaeglerselskab A/S ("Accunia) will manage the CLO. It
will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four year and seven month reinvestment period. Thereafter, subject
to certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations and credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise EUR 220,000 over first 10 payment dates.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR 32,250,000 of Subordinated Notes which will
not be rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR 400,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints, exposures to countries with LCC of
A1 or below cannot exceed 10%, with exposures to LCC of Baa1 to
Baa3 further limited to 5% and with exposures of LCC below Baa3 not
greater than 0%.


ACCUNIA EUROPEAN IV: S&P Assigns Prelim B-(sf) Rating on F Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to the class
X to F notes from Accunia European CLO IV DAC. At closing, the
issuer will also issue unrated subordinated notes.

Accunia IV is a European cash flow CLO, securitizing a portfolio of
primarily senior secured euro-denominated leveraged loans and bonds
issued by European borrowers. Accunia Fondsmæglerselskab A/S is
the collateral manager.

The preliminary ratings assigned to the notes reflect S&P's
assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality and portfolio profile
tests.

-- The preliminary collateral portfolio's credit quality, which
has an S&P Global Ratings' weighted-average rating factor (SPWARF)
of 2,602.

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

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

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following such
an event, the notes will permanently switch to semiannual payment.
The portfolio's reinvestment period will end in October 2024.

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

S&P said, "We based our analysis on the prospective effective date
portfolio provided to us by the collateral manager. The portfolio
contains 10.40% of unidentified assets, for which we were provided
provisional assumptions to assess credit risk. The collateral
manager will use commercially reasonable endeavors to ramp up the
remaining 10.40% of the portfolio before the effective date.

"We consider that the portfolio will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs. In our cash flow analysis, we used the
EUR400 million target par amount, the covenanted weighted-average
spread (3.50%), the covenanted weighted-average coupon (4.50%), and
the actual weighted-average recovery rates at each rating level as
indicated by the manager. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

"We expect the documented downgrade remedies at closing to be in
line with our counterparty criteria.

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

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

"In our view, the portfolio is granular in nature and well
diversified across all obligors, industries, and asset
characteristics when compared to other CLO transactions we have
recently rated. As such, we have not applied any additional
scenario and sensitivity analysis when assigning our preliminary
ratings.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B1, B2, C, D, and E notes could
withstand stresses commensurate with higher rating levels. However,
as the CLO features a reinvestment period, during which the risk
profile (both credit and cash flow) could deteriorate, we have
capped our preliminary ratings on the notes at the levels outlined
in the ratings list above.

"Our preliminary ratings on the notes also consider the additional
quantitative and qualitative tests (the supplemental tests), which
assess the effect of concentrations and subordination levels on the
notes' creditworthiness, and which address both event risk and
model risk that may be present in the transaction."

  Ratings List

  Class   Preliminary rating  Preliminary amount
                               (mil. EUR)
  X       AAA (sf)            2.20
  A       AAA (sf)            248.00
  B1      AA (sf)             28.00
  B2      AA (sf)             12.00
  C       A (sf)              24.00
  D       BBB- (sf)           27.40
  E       BB- (sf)            20.60
  F       B- (sf)             12.60
  Sub notes    NR             32.25

  NR--Not rated.




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I T A L Y
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FABRIC (BC) SPA: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Fabric (BC) SpA (Fedrigoni). S&P also affirmed its 'B' issue and
'4' recovery ratings on the existing EUR580 million senior secured
FRNs (rounded estimate: 35%).

In addition, S&P assigned its 'B' issue and '4' recovery ratings to
the proposed EUR225 million senior secured FRNs (rounded estimate:
35%).

Ritrama will strengthen Fedrigoni's scale and its market
positioning in the less-commoditized pressure-sensitive labels
segment. Fedrigoni's acquisition of Italy-based Ritrama will
increase the group's reported revenue and adjusted EBITDA by 34%
and 19%, respectively. The transaction will strengthen the group's
market position in pressure sensitive labels, particularly in
beverage and wine labels, mostly in Europe and Latin America. The
acquisition will provide the group with access to the pharma,
visual communications, and chemical industries. This transaction
supports Fedrigoni's strategy to focus on less commoditized and
higher growth segments.

S&P said, "We estimate an increase in adjusted debt for 2019 and
2020, as a result of the new factoring facilities and proposed
notes issuance. In 2019, adjusted debt increased with the launch of
a EUR90 million factoring facility. We believe that this facility
was mostly used by year-end. We anticipate a further increase in
debt in 2020, due to the proposed issuance of EUR225 million
floating rate notes and the addition of minor (EUR16 million)
factoring liabilities at Ritrama. We estimate that adjusted debt to
EBITDA will likely remain above 5.0x in both 2019 and 2020.

"We expect broadly stable EBITDA margins during 2020, following
2019's recovery. In 2019, we estimate that EBITDA margin likely
improved, thanks to pricing initiatives and cost savings in
procurement. These measures would have more than offset the
negative impact of higher extraordinary costs (mainly consultancy
costs). In our view, EBITDA margins will remain stable in 2020,
because cost efficiencies and a reduction in consultancy and other
exceptional costs will likely mitigate the negative impact of
Ritrama's lower margins.

'The stable outlook reflects our expectation that Fedrigoni will
continue to capitalize on its solid client relationships and
leading premium niche positions. In our view, adjusted leverage
will remain above 5.5x during the next 12 months, while FOCF will
remain positive, albeit modest, in the short term.

"We could lower the rating if the group's financial policy became
more aggressive, especially regarding shareholder remuneration,
preventing any material deleveraging and resulting in negative cash
flows and debt to EBITDA persistently above 7.0x. A downgrade could
also be triggered by unexpected customer losses; margin pressures
owing to delays in cost-rationalization implementation; or
unexpected cost increases following adverse foreign-exchange
movements or raw material price increases, which it could not pass
on to customers.

"We view an upgrade as unlikely in the near term, given the
financial sponsor ownership. Any upside would most likely stem from
a material improvement of the company's business risk profile, such
as a significant and sustained improvement in profitability or
scale. An upgrade would also rely on Fedrigoni committing to a less
aggressive financial policy."




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K A Z A K H S T A N
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NOMAD INSURANCE: A.M. Best Hikes Fin. Strength Rating to B-(Fair)
-----------------------------------------------------------------
AM Best has upgraded the Financial Strength Rating to B- (Fair)
from C++ (Marginal) and the Long-Term Issuer Credit Rating to "bb-"
from "b+" of Nomad Insurance Company JSC  (Kazakhstan). The outlook
of these Credit Ratings (ratings) is stable. Concurrently, AM Best
has withdrawn the ratings as the company has requested to no longer
participate in AM Best's interactive rating process.

The ratings reflect Nomad Insurance's balance sheet strength, which
AM Best categorizes as strong, as well as its adequate operating
performance, limited business profile and weak enterprise risk
management.

The rating upgrades reflect an improvement in Nomad Insurance's
balance sheet strength. During 2019, the company enhanced the
credit quality of its fixed-income portfolio and introduced a
formal dividend policy. Prospective dividend payouts are likely to
be relatively onerous. Nevertheless, risk-adjusted capitalization,
as measured by Best's Capital Adequacy Ratio (BCAR), is expected to
be maintained at least at a very strong level, supported by
positive operating results and a lower investment risk profile.

Nomad Insurance has a track record of positive, albeit volatile,
operating performance, with a five-year weighted average return on
equity of 20.6% and a combined ratio of 101.8% (2014–2018, based
on audited accounts under IFRS). Performance has benefited from a
relatively low level of loss activity and Kazakhstan's
high-interest rate environment. However, technical results have
been pressured somewhat by high acquisition and management costs.
In 2019, based on unaudited financial statements prepared under
local accounting standards, the company achieved some economies of
scale and was able to reduce its expense ratio, resulting in a
combined ratio of approximately 80%.

Nomad Insurance has an established business profile in Kazakhstan.
Based on regulatory returns as of Jan. 1, 2020, Nomad Insurance
ranked as the fourth largest non-life insurer in the country (out
of 20 market participants), with gross written premium (GWP) of KZT
24.6 billion. Negatively affecting AM Best's assessment of the
company's business profile is its highly concentrated underwriting
portfolio, by geography and line of business, with a significant
share of GWP derived from the motor third-party liability segment.





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N E T H E R L A N D S
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UPC BROADBAND: Moody's Rates New Sec. Term Loan AT Due 2028 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba3 instrument ratings to the
new senior secured term loan AT due 2028 and senior secured term
loan AU due 2029 totaling $1,140 million (equivalent) to be raised
by UPC Financing Partnership and UPC Broadband Holding BV,
respectively. The outlook on the ratings is negative.

UPC Financing Partnership and UPC Broadband Holding BV are
subsidiaries of UPC Holding B.V. (corporate family rating Ba3,
negative outlook). The existing ratings and outlook at UPC Holding
B.V. and its subsidiaries remain unchanged. The proceeds from the
new term loans will be used to refinance $1,140 million of senior
secured notes due 2025 issued by UPCB Finance IV Limited, a
subsidiary of UPC Holding B.V.

RATINGS RATIONALE

The Ba3 rating on the new term loans AT and AU reflects their pari
passu ranking with existing senior secured bank credit facilities
and senior secured notes rated Ba3 which are ranked second for the
purpose of the loss given default model behind claims at the
operating subsidiaries, including trade payables, pension
obligations and lease rejection claims. The second-ranking position
of the senior secured debt reflects the fact that it is secured
only over the shares in the obligors held by any member of the
senior secured group or any obligor, and over intercompany loans
made by the obligors. In addition, the guarantor coverage test for
the senior secured debt is on a consolidated basis, and so, the
guarantees are from the borrower group (including only holding
companies) representing a minimum of 80% of EBITDA on a
consolidated basis. The senior unsecured notes, rated B2, issued by
UPC Holding B.V. are ranked last in priority of claims, reflecting
the fact that they are structurally subordinated to the senior
secured debt.

RATING OUTLOOK

The negative outlook reflects (1) the weakening business risk
profile of UPC following asset disposals and the increasing
exposure to the operationally challenged Swiss market, coupled with
(2) declining revenues, high leverage and weak cash flow-based
metrics.

A stabilization of the outlook will be dependent upon a return to
positive revenue and EBITDA growth and an improvement in free cash
flow generation.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating could develop over time if (1) UPC's
operating performance improved materially and its rebased revenue
growth trends to (at least) around 5% on a sustained basis; (2) its
adjusted Gross Debt/EBITDA ratio (as calculated by Moody's) fell
below 4.25x on a sustained basis; and (3) its cash flow generation
improved such that it achieved a Moody's adjusted CFO/ Debt ratio
above 17%.

Downward ratings pressure could develop if (1) UPC failed to
maintain its Moody's adjusted Gross Debt/EBITDA ratio at below or
around 5.25x on a sustained basis; and/ or (2) cash flow generation
did not improve such that its Moody's adjusted CFO/Debt ratio
remains materially below 12% and its free cash flow (after capex
including vendor financing repayments) remained negative on a
sustained basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pay TV
published in December 2018.

COMPANY PROFILE

UPC Holding B.V. is a European cable company that operates in
Switzerland, Poland, and Slovakia. For the last twelve months ended
June 30, 2019, the company generated EUR1.5 billion in revenues and
EUR822 million in reported operating cash flow (OCF) from
continuing operations.




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N O R W A Y
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PGS ASA: S&P Assigns Preliminary 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to seismic group PGS ASA (PGS) and withdrew its
preliminary issue ratings.

The ratings reflect S&P's view of the company's leading position in
the seismic market.   This is a narrow sub segment within oilfield
services, which tends to be very cyclical and requires ongoing
heavy investment. The rating also takes into account PGS'
relatively high debt level, which should decrease in the coming
years, with positive FOCF translating into improved credit metrics,
including adjusted debt to EBITDA of 3x-4x through the cycle. After
refinancing, the company will have a comfortable maturity profile,
which should enable it to absorb a potential slower-than-expected
industry recovery.

S&P said, "Our assessment of PGS' weak business risk profile is
underpinned by its lack of operational diversity.   The company
relies heavily on investments made by oil and gas exploration and
production (E&P) companies, which tend to be highly cyclical. In
addition, building a quality data library is risky, requiring
ongoing heavy investment that is not always backed up by contracts.
In our opinion, PGS' key business strengths include its important
global position within the consolidated marine seismic sector,
supported by its relatively competitive fleet. PGS is one of the
main global players in this sector, alongside CGG, WesternGeco (A)
Pty. Ltd, TGS and Shearwater. Moreover, we believe that the
long-term trend of replacing some onshore oil production with
deep-sea projects, and in some cases difficult-to-reach areas,
should support more demand for PGS' services in the long term.

"Our assessment of PGS' aggressive financial risk profile is
underpinned by the company's ability to generate FOCF, reduce its
sizable debt level, and maintain adjusted debt to EBITDA of 3x-4x
through the cycle.   Under our base-case scenario, we project
reported FOCF of $200 million in 2020--after estimating about $150
million in 2019--and adjusted debt to EBITDA of about 2.5x by year
end. However, we also take into the account relatively high
interest rates on the company's new loan, sizeable lease payments
of about $60 million annually, its lack of track record of positive
FOCF (it was materially negative in 2017), and high absolute
reported net debt of about $1.1 billion pro forma the planned
transactions." S&P's preliminary 'B' rating on PGS is based on the
following capital structure:

-- A $523 million term loan B maturing in 2024 and a $215 million
extension of its revolving credit facility (RCF) by three years
until September 2023. About $4 million of the existing term loan
has not been extended and is due in March 2021.

-- A private placement for gross proceeds of approximately $95
million, with the possibility for an additional $10 million in the
short term.

The proceeds will be used to redeem the $212 million senior
unsecured notes due December 2020. The refinancing is subject to
customary closing conditions and is expected to be completed with
the closing of the private placement after extraordinary general
meeting approval on Feb. 13, 2020, which S&P sees as highly
likely.

S&P said, "The stable outlook on PGS reflects our expectation of a
further recovery in seismic market conditions in 2020, which should
translate into positive FOCF generation, a reduction in its high
absolute debt level, and the building of rating headroom over
time.

"Under our base-case scenario, we project adjusted debt to EBITDA
of about 2.5x in 2020, with reported FOCF of about $200 million. We
view adjusted debt to EBITDA of 3x-4x through the cycle as
commensurate with the current rating. This range takes into account
current crude oil prices and the inherent limited visibility of
future cash flows, as well as recent changes in the seismic
industry landscape.

"We see a positive rating action as unlikely in the coming 12-18
months. An upgrade would be underpinned by improved market
conditions, including more supportive oil prices and a reduction in
the current overcapacity in the seismic market."

Such a rating action would need to be supported by the following:

-- Evidence of the company's business model resiliency through the
cycle.

-- Some financial policy track record, including meeting and
maintaining its absolute debt level and its dividend policy.

-- Adjusted debt to EBITDA consistently below 3x together with
positive discretionary cash flow.

S&P could take a negative rating action if the industry recovery
seen in 2018-2019 didn't continue through 2020. This could be the
case if crude oil prices fell below $50 per barrel (/bbl) for an
extended period of time, pushing the oil majors to postpone their
capital expenditure (capex) programs.

In this respect, adjusted debt to EBITDA trending above 4x for a
few quarters without the prospect of rapid further reduction would
put pressure on the rating, in S&P's view.




===========
T U R K E Y
===========

TURKEY: S&P Affirms B+ LT Foreign Currency Sovereign Credit Rating
------------------------------------------------------------------
S&P Global Ratings, on Jan. 31, 2020, affirmed its unsolicited
long-term foreign currency sovereign credit rating on Turkey at
'B+' and its unsolicited long-term local currency sovereign credit
rating at 'BB-'. The outlook is stable.

S&P affirmed the unsolicited short-term foreign and local currency
sovereign credit ratings at 'B'.

S&P also affirmed the unsolicited national scale ratings at
'trAA+/--/trA-1+'.

Outlook

S&P said, "The stable outlook reflects our baseline forecast that
the Turkish economy and banking system will navigate existing
challenges--for instance rolling over foreign funding and loan book
quality--over the next year, helped by benign global financing
conditions. Turkey's real growth should continue to recover during
2020, leading to a re-emergence of current account deficits, albeit
more modest ones than previously.

"We could lower our ratings on Turkey if we saw an increasing
likelihood of systemic banking distress with potential negative
repercussions for public finances. The potential for such distress
could rise if higher-than-anticipated external deficits and rapid
credit growth re-emerge.

"We could consider an upgrade if the government successfully
devised and implemented a credible and transparent economic
adjustment program that bolsters confidence in Turkey's banks and
its economy, while reducing balance-of-payments risks further and
bringing about a sustained decline in inflation."

Rationale

S&P said, "In our view, Turkey's short-term balance-of-payments
risks have subsided because the banking system's external leverage
has somewhat decreased, and banks have continued rolling over
external funding. That said, the authorities' recent efforts to
boost growth--including through credit stimulus--raise the risk of
another bout of economic overheating. As in the past, Turkey's
capacity to run external deficits and to refinance still-high
external debt redemptions relies on global financing conditions,
which have been unusually accommodating since 2018.

"Following estimated 0.3% real growth in 2019, we think the Turkish
economy is set to expand by a stronger 3.5% in 2020, followed by
similar growth over the medium term."

Over the last two years, the Turkish authorities have introduced a
series of discretionary fiscal and macro-prudential measures.

These include:

-- Front-loading and increasing central bank dividend payments to
the budget (likely to be repeated in 2020);

-- Extending credit stimulus via state banks;

-- Lowering reserve requirements for banks with local currency
loan growth within a certain range, as well as various forms of
capital relief; and

-- Delaying tax hikes on consumer-price-index sensitive products
such as tobacco, and introducing tax cuts to benefit property sales
and construction.

A comprehensive and coordinated approach has largely been absent,
in S&P's view, and some of the measures could ultimately prove
distortionary or generate further imbalances. Moreover, it remains
uncertain as to what the policy response could be should global
financing conditions take a turn for the worse.

Positively, Turkey's comparatively low net general government debt
still provides some fiscal headroom in the event of a hypothetical
negative economic shock.

S&P said, "Our ratings on Turkey remain constrained by what we view
as its weak institutions. We see limited checks and balances
between government bodies, with power concentrated in the hands of
the executive branch and so rendering future policy responses
difficult to predict." Yet the outcome of local elections held in
2019 suggests that Turkey's political system retains a degree of
competition.

Institutional and economic profile: The economy has returned to
growth

-- Turkey's economy has gone through an adjustment phase following
the substantial currency volatility of August 2018, and has now
returned to growth.

-- S&P forecasts that real growth will average 3.3% annually over
the medium term.

-- Policy and institutional risks remain elevated.

Following a period of adjustment after the substantial currency
volatility of August 2018, the Turkish economy has now returned to
growth. It technically exited recession in first-quarter 2019 and
has grown by an average of close to 1% in seasonally adjusted
quarterly terms thereafter. S&P estimates that for full-year 2019
the economy grew by a marginal 0.3%, compared with our previous
forecast of a small contraction in real output. Real investment
contracted by an estimated 14%, while domestic consumption grew
1.6%; net export growth provided the main support both via import
compression but also through export growth, including in the
tourism sector, helped by a weaker Turkish lira (TRY) real
effective exchange rate (REER).

S&P said, "We forecast that GDP growth should pick up to 3.5% in
real terms in 2020, although there are uncertainties surrounding
our forecast and there could be upside risks. As a baseline, we
forecast a rebound in consumption by almost 4.0%, helped by a more
stable exchange rate and moderating inflation. We also expect a
gradual recovery of investment activity as credit conditions loosen
on the back of previous aggressive CBRT policy rate cuts, and as
banking sector loan growth strengthens.

"The authorities are targeting 5% real growth in 2020 as well as
over the medium term, as communicated in the New Economic Program
published in September 2019. We do not see this growth rate as
achievable in the medium term, absent a return to large-scale
credit and fiscal stimulus that could reignite economic imbalances.
Our baseline growth forecasts are therefore lower than those of the
authorities. We believe that lingering political and business
environment risks will constrain investments--including FDI--and
hamper growth.

"We also consider that Turkey's improved economic performance and
reduced immediate balance-of-payments risks has happened largely on
the back of exceptionally accommodative foreign financing
conditions. This has provided some breathing room and allowed
Turkish banks to roll over the majority of their foreign debt and
reduce leverage in an orderly fashion. The government's policy
response has been and is still a rather ad hoc focus on relieving
some symptoms of economic problems rather than implementing a
comprehensive structural reform package. The authorities have
recently implemented discretionary measures such as tax reductions
in specific sectors and the central bank has given banks incentives
to lend in Turkish lira, such as lower reserve requirements
provided certain conditions are met. In our view, while these
measures have had some success in providing short-term relief, they
risk being distortionary and could result in renewed accumulation
of imbalances in the longer term."

More broadly, Turkey's institutional arrangements have eroded
substantially in recent years and are a major constraint on the
sovereign ratings. In the June 2018 presidential and parliamentary
elections, the president and the Adalet ve Kalkinma Partisi
(AKP)-led coalition secured a victory that was the final chapter in
Turkey's transition to an executive presidential system. S&P sees
limited checks and balances between government bodies, with power
concentrated in the hands of the executive branch and so rendering
future policy responses difficult to predict.

S&P said, "We also continue to see risks stemming from Turkey's
international relations. Multiple points of contention remain in
Turkey's relations with the U.S. One of the most pertinent
frictions appears to be the Turkish government's decision to
purchase S-400 surface-to-air missiles from Russia, which we
understand arrived in Ankara last year. That raises the prospect of
U.S. sanctions under the Countering America's Adversaries Through
Sanctions Act, the severity of which are hard to predict. Our
current forecasts are based on potential mild sanctions such as
Turkey being excluded from purchasing F-35 military aircraft,
alongside specific measures against selected companies and
individuals." If sanctions turned out to be more far
reaching--restricting banks' access to foreign funding for
example--the consequences for Turkey's economy could be more
pronounced.

Another flashpoint remains the Turkish military operation in
Northern Syria--known as Operation Peace Spring.

Turkey's interactions with the EU also remain complex. There are
several points of cooperation, most notably the March 2016 refugee
deal that is still being broadly implemented. At the same time,
several resolutions adopted by the European Parliament as well as
the de facto freeze on Turkey's EU accession process have somewhat
soured diplomatic relations. More recently, Turkey has stepped up
exploratory drilling near Northern Cyprus in search of gas, which
has drawn criticism from Cyprus as well as from the rest of the
bloc. The EU has responded with a number of measures including
curbing high-level contact with Turkey as well as suspending
European Investment Bank lending for government-linked projects in
Turkey.

Flexibility and performance profile: Unleveraged government balance
sheet remains a key strength

-- S&P estimates that Turkey's current account posted a marginal
surplus in 2019 for the first time in 20 years, although it should
return to a deficit in 2020.

-- Although immediate balance-of-payments pressures have subsided,
external risks remain as the Turkish economy still has to roll over
external debt of close to 20% of GDP.

-- Fiscal space remains, given comparatively low net general
government debt of under 30% of GDP.

Turkey's balance of payments has turned around substantially in the
aftermath of the August 2018 currency depreciation. Following years
of sizable deficits (averaging 5% of GDP in 2013-2017), the current
account switched to a surplus in a matter of weeks in August 2018.
This primarily reflects a collapse in imports following a sharp
depreciation of the lira exchange rate. S&P now estimates that last
year the current account recorded a marginal surplus for the first
time since 2001.

Turkey's short-term balance-of-payments risks have subsided, helped
by looser monetary policies at several developed market central
banks in 2019 that underpinned flows of funds to emerging markets.
This has provided some breathing room, allowing the banking system
some orderly deleveraging. S&P has previously flagged the risk of
Turkey's banks losing access to foreign funding and being unable to
roll over the substantial amounts of syndicated loans coming due.
S&P considers that the likelihood of this scenario materializing
has now reduced.

S&P said, "Notably, however, we view balance-of-payments risks as
still elevated. As a legacy of the past, Turkey still needs to roll
over close to 20% of GDP worth of foreign debt every year. Tighter
foreign financing conditions or domestic policy missteps such as an
excessive growth stimulus or further sustained monetary loosening
could present downside risks.

"The CBRT has limited buffers to counter a potential deterioration
in balance-of-payments, in our view. Although headline foreign
exchange (FX) reserves amount to US$105 billion, a large proportion
pertains to the CBRT's liabilities in foreign currency to the
domestic banking system. This reflects the required reserves on
banks' foreign exchange (FX) deposits, liabilities under the
reserve option mechanism, as well as short-term swaps that the CBRT
has been increasingly using last year. Excluding the aforementioned
funds, which may not be readily available for balance-of-payments
needs, we estimate the CBRT's net reserves are much smaller at
US$34 billion."

Unlike its balance of payments, Turkey's fiscal position remains
supportive of the sovereign ratings. Historically, the government
ran recurrent fiscal deficits but these have been contained,
averaging only slightly higher than 1% of GDP over 2013-2017. This
underpins the authorities' comparatively low leverage, with net
general government debt at about 30% of GDP.

S&P said, "We estimate that last year's general government deficit
widened to 3.2% of GDP from a 2.8% GDP deficit in 2018. This
happened as lower growth negatively affected revenue performance,
alongside the authorities implementing a fiscal stimulus in the
first half of the year. Importantly, the government has implemented
a series of one-off measures that have flattered the headline
fiscal position. The most important one has been the CBRT paying an
extraordinary dividend to the Treasury equivalent to 2% of GDP. The
support package for public banks worth 0.7% of GDP, implemented in
April 2019, was also booked below the line. Adjusted for these
one-offs, the fiscal budget posted a deficit closer to 6% of GDP.

"We anticipate that the authorities will continue to come up with
ways to shore-up budgetary performance should it fall short of the
3% of GDP medium-term target. For instance, we understand that
another CBRT dividend, this time more than TRY40 billion (close to
1% of GDP), will be distributed to the Treasury.

"Nevertheless, the government still has policy space to leverage
the public balance sheet if needed, in our view." Such a need could
arise, for example, if it decided to support parts of the banking
system through recapitalizing individual institutions or
undertaking a broader sector clean-up by moving nonperforming
assets to a "bad bank."

Banks are gradually recognizing, in their books, nonperforming
loans (NPLs) originated following the substantial currency
depreciation of August 2018 and the consequent adjusting phase. S&P
estimates that problematic loans (NPLs plus restructured loans),
accounted for about 10.1% of total loans as of Sept. 30, 2019, and
will increase over the next two years, particularly in the SME and
construction sectors. A projected pick-up in growth should help
banks work out accumulated NPLs and create conditions supportive of
restructuring plans. In this context, the performance of the real
estate market remains a crucial factor in determining the amount of
losses banks will suffer. In the short term, S&P anticipates that
banks' profitability--benefiting from significant interest rate
cuts and a pick-up in lending activity--will help them absorb
credit losses of about 250 basis points on average in 2020-2021.
That said, capitalization remains vulnerable, particularly at
state-owned banks that significantly expanded their loans book over
the past 12 months. Positively, the domestic corporate sector's
short FX position has continued to decline throughout 2019,
reaching an estimated $183 billion (24% of GDP) in August 2019,
down from close to $220 billion (29% of GDP) in 2018.

Although it has declined by about 17% from the peak in early 2018,
banks' reliance on short-term external funding remains significant
at more than 30% of lending books. As such, maintaining positive
investor sentiment is key for banks to be able to continue rolling
over their short-term debt, amounting to about US$80.7 billion as
of Nov. 30, 2019 (including nonresident deposits), and to fund
lending expansion.

S&P said, "We see Turkey's monetary policy as historically
ineffective in managing inflation. The CBRT has never met the 5%
medium-term target introduced in 2012, while the REER has shown
substantial swings. The CBRT has faced increasing political
pressure in recent years, which in our view is impairing its
effectiveness often by delaying timely responses to rising
inflation." Inflation soared to 25% in October 2018 but has since
moderated and currently stands at close to 11% (according to
official data) in year-on-year terms.

Political pressure on the independence of the CBRT continues. The
president dismissed the CBRT governor in July 2019 just weeks ahead
of the key decision on interest rates. Subsequently, the CBRT
lowered the key repo rate by a cumulative 1,275 basis points over
six months. In real terms, policy rates are currently close to
zero. S&P considers that there is very limited space to cut
interest rates further and any more monetary loosening could
present risks to the FX market.

S&P classifies Turkey's FX regime as a managed float with
intermittent intervention in the FX market. Even though outright FX
sales to directly defend the exchange rate have been limited, there
have been reports of public banks selling FX to support the lira at
difficult junctures. The regulators have also introduced limits on
domestic banks' allowed derivative positions with nonresidents. The
aim is to curb potential speculation against the exchange rate.

The long-term local currency rating on Turkey is one notch higher
than the long-term foreign currency rating. In S&P's view, the
managed float exchange rate regime, comparatively developed local
currency capital markets, and the fact that about 50% of government
debt is denominated in local currency and almost entirely held
domestically imply a lower default risk on Turkey's
lira-denominated sovereign commercial debt than its foreign
currency-denominated debt. This is also premised on S&P's
expectation that Turkey will continue to fund a large share of its
financing needs in the local currency debt capital markets and that
the process will be transparent and driven by market forces.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  Ratings Affirmed

  Turkey

   Sovereign Credit Rating

   Foreign Currency |U^          B+/Stable/B
   Local Currency |U^            BB-/Stable/B
   Turkey National Scale |U^     trAA+/--/trA-1+
   Transfer & Convertibility
     Assessment |U^              BB-
   
|U^ Unsolicited ratings with issuer participation and access to
internal documents.




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

ARCADIA GROUP: Pension Regulator Outlines CVA Expectations
----------------------------------------------------------
Sophie Smith at Pension Age reports that the Pension Regulator
(TPR) has published a report on its Arcadia Group intervention,
outlining its expectations for employers in company voluntary
arrangement (CVA) scenarios.

According to Pension Age, in its regulatory intervention report,
the regulator emphasized that it "expects to be told at an early
stage when a CVA is being considered that impacts a DB scheme",
highlighting that early and open engagement is key in order for TPR
to work with the Pension Protection Fund (PPF) to assess the impact
of the CVA.

TPR detailed the need for trustees and advisers to be "fully
engaged and willing to work collaboratively", highlighting that in
the case of Arcadia, it had a constructive working relationship
which resulted in a "significant" improvement in the mitigation
offered to the schemes during the negotiations, Pension Age notes.

The report also stated that the challenges faced by Arcadia had
highlighted the "importance of regulator monitoring" by trustees,
as well as the need to ensure "adequate communication channels and
information-sharing procedures", Pension Age relates.

TPR outlined its involvement with Arcadia and the work undertaken
over the last two years to prevent the firms' two schemes from
entering the PPF, according to Pension Age.

Arcadia reached an agreement with trustees, TPR and PPF in June
last year, which included a GBP100 million cash infusion from the
majority shareholder, to be paid in three installments over the
next two years, backed by a guarantee arrangement, as well as a
further GBP25 million security, Pension Age discloses.

                      About Arcadia Group

Arcadia Group Ltd. is the UK's largest privately owned fashion
retailer with seven major high street brands: Burton, Dorothy
Perkins, Evans, Miss Selfridge, Topshop, Topman and Wallis, along
with its out-of-town fashion destination Outfit.  

In June 2019, Arcadia's creditors approved a Company Voluntary
Arrangement (CVA).  The company's landlords agreed to rent cuts, 23
store closures and 520 job losses.


BHS GROUP: Ex-Director Agrees to 5-Year Ban on Similar Roles
------------------------------------------------------------
Jonathan Eley at The Financial Times reports that Lennart
Henningson, a former BHS director pursued over the collapse of the
department store group, has agreed to a five-year ban on holding
similar roles at other organizations.

The action against Mr. Henningson completes an investigation by the
Insolvency Service into individuals involved in BHS's failure, the
service said in an update on its website, the FT notes.

According to the FT, the "statement of unfit conduct" said Mr.
Henningson did not dispute that while serving as a BHS director he
transferred GBP1.5 million from the floundering company to a
Swedish subsidiary he controlled.  At the time, BHS was already in
an insolvency procedure and its directors and other stakeholders
had discussed putting it into administration the previous day, the
FT recounts.

However, the same statement said Mr. Henningson had been unaware
that a bank mandate had been changed and had not been present at
the meeting when administration was discussed, the FT relays.

Most of the GBP1.5 million was subsequently returned, but almost
GBP50,000 was retained to cover "exchange rate costs, bank charges
and BHS Sweden formation costs and professional fees", the FT
states.

The ban does not apply outside the UK, according to the FT.

                            About BHS

BHS Group was a high street retailer offering fashion for the whole
family, furniture and home accessories.

BHS was put into administration in April 2016 in one of the U.K.'s
largest ever corporate failures, according to The Am Law Daily.
More than 11,000 jobs were lost and 20,000 pensions (the U.K.
equivalent of a 401k) put at risk after it emerged that the
company, which had more than 160 stores across the U.K., had a
pension deficit of GBP571 million (US$703 million), The Am Law
Daily disclosed.

Sir Philip Green, a retail magnate with a net worth of more than
US$5 billion, has been heavily criticized for his role in the
collapse of BHS, The Am Law Daily said.  Mr. Green and other
shareholders had taken around GBP580 million (US$714 million) out
of the business before selling it for just GBP1 (US$1.23), The Am
Law Daily noted.

Linklaters acted for Green's Arcadia Group on the sale of the
company to Retail Acquisitions, which was advised by London-based
technology, media and telecoms specialist Olswang, The Am Law Daily
added.

Weil Gotshal & Manges and DLA then took the lead roles on the
administration, acting for the company and administrators Duff &
Phelps, respectively, while Jones Day was appointed by the
administrators to investigate the actions of the company's former
directors, The Am Law Daily related.


INTU: MetroCentre's Falling Value Triggers Bond Covenant
--------------------------------------------------------
Robert Smith and Donato Paolo Mancini at The Financial Times report
that UK shopping centre owner Intu faces a fresh setback after the
plunging value of one of its flagship properties triggered a
covenant in its largest bond.

According to the FT, the group, which has almost GBP5 billion of
net debt, is facing a slowdown in its regional retail hubs and is
in talks to raise an expected GBP1 billion of equity to bolster its
finances.

Intu's share price has tumbled more than 80% over the past year, on
concerns that the falling value of its shopping malls will add to
the pressure on its stretched balance sheet, the FT discloses.

In a statement posted on its website and dated Jan. 22, Intu
disclosed that it had triggered a covenant on one of the bonds
backing its shopping centres for the first time, the FT relates.

The trigger is on the company's largest bond, GBP485 million of
debt backed by the company's MetroCentre in Gateshead, the FT
states.   The loan-to-value ratio reached 71% at the end of 2019,
rising past the first 70% threshold at which stricter conditions
begin to kick in, the FT notes.

According to the FT, while at this level the covenant only
restricts cash from being sent up to the Intu parent company,
analysts and investors said it could be the first sign of broader
pressures across the group's debt pile.

Intu has previously disclosed that it has little remaining headroom
on the loan-to-value covenants on several of its other properties,
the FT recounts.

Robert Duncan, an analyst at Numis Securities, said that it would
be possible for the company to get the Metrocentre's loan-to-value
ratio back below 70% through a modest cash injection, the FT
relays.


PHELAN CONSTRUCTION: Agrees CVA with Subcontractors, Suppliers
--------------------------------------------------------------
Grant Prior at Construction Enquirer reports that Clacton-based
fit-out specialist Phelan Construction has reached a Company
Voluntary Arrangement (CVA) with subcontractors and suppliers owed
GBP6.5 million.

Around 140 companies are owed money by Phelan which will now try to
trade out of its financial problems, Construction Enquirer
discloses.

According to Construction Enquirer, Neil Coy, managing director,
told the Clacton Gazette: "The short-term aim of the business will
be to minimize its overheads, which will in turn see the business
engaged in a smaller number of jobs so it can stabilize its
finances and return to a position of growth.

"The company has built up a solid reputation over the years and
works on six and seven figure contracts, so it is anticipated that
the company will have the ability to pay back creditors in full and
has every chance of continuing to be a highly profitable company.

"At the end of 2019, following a difficult trading year, the board
of directors took the decision to propose a CVA to creditors.  The
CVA delivers the maximum return to creditors, primarily through the
realization of the value in our property holdings."


WONGA: UK Gov't Urged to Help Compensate People Owed Mis-Sold Loans
-------------------------------------------------------------------
Richard Wheeler and Alexander Britton at Press Association report
that a minister has played down calls to use taxpayers' cash to
help compensate people owed mis-sold loans by defunct payday lender
Wonga.

According to PA, Commons Leader Jacob Rees-Mogg was urged to ensure
the Government establishes a scheme to help those expected to be
left out of pocket after the administrators confirmed they will
receive less than 5% of the compensation they are owed.

He told MPs that any such scheme would be a "question of
priorities" given the Government does not have unlimited money
available, PA relates.

Nearly 400,000 eligible claims were lodged against the lender,
which collapsed in 2018, PA discloses.

Wonga's administrators, Grant Thornton, said they would be paying
all unsecured creditors 4.3% of their agreed claim over the next
four weeks, PA recounts.

Speaking the Commons, Labour former minister Chris Byrant, as cited
by PA, said: "Surely that is unfair.  Shouldn't the Government set
up a compensation scheme to meet those figures now?"

According to PA, Mr. Rees-Mogg replied: "With all these issues on
matters arising from Government expenditure, there is limited
taxpayers' money.

"The Government cannot pay for everything and it will be a question
of priorities as to whether this compensation issue is paid or
whether money goes to other very deserving and important causes.
"There's not unlimited money available."

Administrators had received 389,621 eligible claims from those said
to have been sold unaffordable loans as of August 2019, PA relays,
citing documents filed with Companies House.

In the month before its collapse in August 2018, the company said
its struggles were due to a "significant" increase industry-wide in
people making claims in relation to historic loans, according to
PA.


[*] UK: Insurer Direct Line Takes Actions Against "Ghost Brokers"
-----------------------------------------------------------------
Jane Bradley at The Scotsman reports that Insurer Direct Line says
it has taken action to have 500 "ghost brokers" -- unregistered
firms claiming to sell insurance -- shut down.

The firm said fake policies from other brands such as Admiral,
Hastings Direct, AVIVA and Churchill were also being sold by the
companies, which are prevalent on social media, The Scotsman
relates.

According to The Scotsman, people who buy these policies and
believe them to be valid are at risk of finding out that they do
not have insurance if they needed to claim.

Ghost brokers sell fraudulent insurance policies that never exist,
use false information to secure a policy in someone's name, or even
buy a legitimate policy only to then cancel it, pocketing the
refund, The Scotsman states.

Direct Line, as cited by The Scotsman, said that by working with
these social media platforms to delete accounts that were
fraudulently targeting consumers using its brand, it has now
assisted in the closure of over 500.



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

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
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