---

       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

          Wednesday, February 5, 2020, Vol. 21, No. 26

                           Headlines



F I N L A N D

ESPERI CARE: Creditors Take Over Business


F R A N C E

ANDROMEDA INVESTISSEMENTS: Fitch Affirms B LT IDR, Outlook Stable


G E R M A N Y

MOLOGEN AG: Berlin Court Opens Insolvency Proceedings


I R E L A N D

ARBOUR CLO VII: S&P Assigns B-(sf) Rating on Class F Notes
ARBOUR VII: Fitch Gives 'B-(EXP)sf' Rating on Class F Notes
DEPFA BANK: Structurally Lossmaking Amid Sale Attempt
GEDESCO TRADE 2020-1: Moody's Assigns (P)Ca Rating on F Notes


N E T H E R L A N D S

DRYDEN 35 EURO 2014: Moody's Rates EUR12.8MM Class F-R Notes 'B3'
DRYDEN 35 EURO 2014: S&P Assigns B-(sf) Rating on Cl. F-R Notes
Q-PARK HOLDING: Moody's Assigns Ba2 CFR, Outlook Stable
Q-PARK HOLDING: S&P Assigns 'BB-' LongTerm ICR, Outlook Stable


N O R W A Y

GRESVIG: Files for Bankruptcy in Heggen og Froland District Court


R U S S I A

APABANK JSCB: Put on Provisional Administration, License Revoked


U N I T E D   K I N G D O M

API FOILS: Shuts Down Livingston Factory, 107 Jobs Affected
CINEWORLD GROUP: Fitch Assigns B+ LongTerm IDR, Outlook Stable
JERROLD FINCO: Fitch Rates GBP435MM Senior Secured Notes 'BB'

                           - - - - -


=============
F I N L A N D
=============

ESPERI CARE: Creditors Take Over Business
-----------------------------------------
Leo Laikola at Bloomberg News reports that Finnish health care
services provider Esperi Care said in a statement it has been taken
over by creditors Danske Bank, Finnish pension insurance  company
Ilmarinen and SEB.

According to Bloomberg, the transfer of ownership is due to the
company's deteriorating financial situation, which "weakened
significantly" in 2019.

Esperi Care's creditors have exercised their right to transfer the
company ownership, Bloomberg notes.

The arrangement allows lenders to secure the company's financing of
operations and ensure continued provision of services to Esperi
Care customers, Bloomberg discloses.

The ownership change has no impact on services, personnel or
management, Bloomberg notes.





===========
F R A N C E
===========

ANDROMEDA INVESTISSEMENTS: Fitch Affirms B LT IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Andromeda Investissements SAS (entity
incorporated by funds advised by CVC) Long-Term Issuer Default
Rating (IDR) at 'B' following the EUR65 million term loan B (TLB)
add-on financing related to the acquisition of around 10% shares in
April SA from minority shareholders. The senior secured debt
package rating has been affirmed at 'RR3'.

After the acquisition, Andromeda will hold about 99% of April's
share capital and in excess of 98% of the voting rights. Andromeda
also confirmed its intention to file a squeeze out offer, requiring
the remaining minority shareholders to compulsorily sell their
shares. The incremental debt in the capital structure will result
in slightly lower expected recoveries for senior secured creditors,
including for its pari passu RCF, of 62%, versus 68% previously.

The ratings were withdrawn with the following reason: Bonds Were
Prefunded/Called/Redeemed/Exchanged/Cancelled/Repaid Early.

KEY RATING DRIVERS

Full Ownership Upcoming: After the acquisition of an around 10%
stake from Persee Participations, announced at the end of December,
Andromeda's stake in April reached about 99%, exceeding the 90%
minorities squeeze out threshold. Consequently, according to French
Law, Andromeda is eligible to purchase the remaining minority
shares at the same price. As part of the amendments to the credit
facility agreement negotiated in November, the EUR100 milion RCF,
signed at the time of the block purchase, can now be drawn as
required by Andromeda.

The financing of the purchase was a combination of a EUR65 million
add-on facility to the existing TLB, for a total amount of around
EUR554 million and a partial reinvestment of Persee Participations
in Andromeda alongside CVC and Evolem. After the increase in the
debt package, Fitch modified its funds from operations (FFO) -
adjusted gross leverage forecasts for 2020 to 6.9x from 6.5x.
3Q19 Results within Expectations: April's brokerage business
performance for 3Q19 was in line with Fitch's expectations when it
assigned an expected rating in April 2019. The strong performance
of the Credit Protection, and International Legal & Protection
divisions, with their last-12-month (LTM) gross margin increasing
to 24.4% and 15.5% respectively, drives the gross margin and LTM
EBITDA growth in excess of 6%. Disposal plans are in progress, with
the latest the sale of professional insurer Axeria IARD, but the
bulk of sale proceeds will be deferred to 2020, during which Fitch
expects around 85% of the cash to be realised.

Strong Cash Flow Offsets High Leverage: Fitch forecasts April will
have FFO-adjusted gross leverage of 6.9x for 2020, normalised for
dividends paid by its insurance subsidiaries. Fitch expects that
FFO adjusted gross leverage should gradually decline to 6.6x by
end-2022 from the initial 6.2x due to the recent increase in the
TLB. This deleveraging will be supported by stabilising free cash
flow (FCF) margins of around 6% as dividends from insurance
subsidiaries resume.

Mature French Brokerage Market: April is among the largest
wholesale brokers in a mature and modestly growing French insurance
market. In particular, it benefits from a strong position in health
insurance and from the market expansion spurred by an ageing
population. Fitch expects the company to benefit from impending
market consolidation. Moreover, the industry's adoption of digital
insurtech tools may capture more parts of the insurance value
chain, in addition to the already substantial infrastructure
supporting underwriting, claims management and customer
on-boarding.

Diversified Product Offering: April has a mix of product lines in
creditor, health and protection and property and casualty. This
mix, combined with its insurance operations providing upstream
dividends to the brokerage entity, gives April a balanced product
offering. Nevertheless, April remains predominantly exposed to the
health and protection segment in terms of gross written premium and
EBITDA.

Growing Health Segment: Growth of the health and protection market
in France reached 3% per year in 2012-2018 while 2% to 3% annual
growth is expected up to 2021 according to most sources. Health
insurance is driven by growing health expenditure, an ageing
population and manageable changes in regulations. The French
population has been ageing, with the share of over 60-year-old
cohorts expected to grow to 29% by 2030. As a result, growth in
healthcare spending has been consistent and independent of macro
trends.

Supportive Regulatory Changes: New regulations, such as '100%
Sante', are expected to further increase private health insurance
coverage. In addition, reforms have spurred growth in brokers'
activity in health and protection. An example is the abolition of
the clause of designation for protection insurance, which
previously linked part of the contract base exclusively to
complementary contracts providers

Credit Protection Stable: The credit protection market in France
shows stable fundamentals and a fairly controlled risk profile. The
outstanding stock of mortgages is expected to grow 3% annually
until 2020 to reach over EUR1.1 trillion in a context where given
the mandatory nature of the credit protection insurance, the
overall premiums are directly linked to the stock of mortgages
outstanding, while new underwriting is historically correlated with
mortgage production.

Reforms Support Growth: The choice by customers to pursue
individual delegated premiums directly on the market is expected to
develop further, due to lower pricing and favourable changes in
laws and regulations. The adoption of recent market reforms in the
country (e.g. the Bourquin Law) provides the option to switch
contracts annually, potentially driving growth of individual
delegated policies of between 3% and 8% on a yearly basis.
Well-capitalised Core Insurers: Axeria Prevoyance will remain
Andromeda's key insurance entity. The entity uses April's brokerage
network to underwrite part of its premiums with a captive approach.
Its Solvency 2 ratio and profitability are very strong, while
maintaining a low level of risky assets as a proportion of capital.
This has allowed a constant dividend stream of around EUR4 million
on average for the last five years. Its expectations include an
annual dividend stream of about EUR12 million from insurance
entities from 2020.

DERIVATION SUMMARY

April has significantly smaller scale and a less diverse product
line than multinational insurance broker peers such as Marsh &
McLennan Companies, Inc. (A-/Negative), Aon Plc (BBB+/Stable) and
Willis Towers Watson Plc (BBB/Stable), whose competitive
positioning, geographic scope and wide distribution platforms allow
for a global presence in the context of public company capital
structures.

April's expertise lies in niche, high-margin product lines and in a
leading position within the French wholesale brokerage business
proposition. In comparison with Acropole BidCo SAS (Siaci Saint
Honore; B/Negative) April is larger in size and has a more
diversified and consumer-oriented proposition, versus the B2B model
of its peer. Compared with Ardonagh Midco 3 plc (B/Negative) April
is comparable in target clientele, although the distribution model
is partially different (Ardonagh is retail-focused) and slightly
smaller in size.

Both Acropole and Ardonagh recently implemented moderately to
aggressive acquisition strategies (including targets such as
Swindon for Ardonagh and Cambiaso Risso for Acropole). Their
Negative Outlooks reflect the temporary detrimental effects on
leverage, FFO and FCF conversion generating from the M&A agenda.
April's Stable Outlook reflects the steadiness of its business
perimeter and from the presence of a deleverage dynamic, although
April's leverage is high on an FFO adjusted gross basis, expected
at 7.5x in 2019.

KEY ASSUMPTIONS

- Gross margin CAGR of 3.1% over 2019-2022

- Brokerage EBITDA margin of 16.8% on average over 2019-2022

- Capex constant at about EUR17 million per year until 2022

- Change in operating working capital negative at around EUR3.9
  million annually over 2019-2022

- One-off tax fine on Maltese operations of EUR15 million for
  2020 based on agreement with vendors

Key Recovery Assumptions

Fitch assesses that April will be an ongoing concern in bankruptcy
as most of its value lies in the brand, the client portfolio and
its infrastructure for managing relationships with retail brokers,
final customers and insurances. Consequently, it uses the going
concern approach for its recovery analysis.

Fitch uses an ongoing concern EBITDA of around EUR71 million, down
from the September 2019 LTM pro-forma brokerage EBITDA of about
EUR92 million, as this level of EBITDA would reflect a disruptive
change in regulations or a severe reputational hit to the company
leading to a large loss in clients.

Fitch applies a 5.5x multiple to reflect April's leading position
in the French corporate brokerage market as well as the company's
strong FCF generation. It factors in supplementary value from
insurance subsidiaries of EUR66 million, derived from the same
multiple of 5.5x being applied to an average estimated value of
up-streamed dividends of EUR12 million.

Its debt waterfall includes an RCF of EUR100 million and has been
updated for the TLB add-on financing. It factors in a 10% charge
for administrative claims, resulting in a final recovery of
'RR3'/62%.

RATING SENSITIVITIES

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

- FFO adjusted gross leverage below 5.5x

- FFO fixed charge coverage above 2.5x

- Successful expansion of GWP volumes with increased
  adoption of digitalized model

- FCF conversion consistently in line with business plan

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

- FFO adjusted gross leverage above 7.0x

- FFO fixed charge coverage below 2.0x

- Unsuccessful restructuring of insurance subsidiaries,
  including solvency issues and decline in dividends

LIQUIDITY AND DEBT STRUCTURE

Liquidity is comfortable as capex and working capital requirements
are limited and cash on balance sheet stood at around EUR140
million in September 2019 (of which about EUR72 million belongs to
insurance companies' premiums - excluding term deposits of about
EUR97 million). Before the add-on, Fitch considered liquidity as
satisfactory despite the absence of an RCF, which was atypical of
LBOs. However, as expected, Andromeda has satisfied the condition
for the RCF grant, and now has an RCF of EUR100 million. The RCF
and the cash conditions of Andromeda allows for a comfortable cash
cushion.

Sources of Information

The sources of information used to assess this rating were
September 2019 management accounts, annual and half-year public
accounts, a company presentation for rating agencies and a Q&A
session with management.

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.




=============
G E R M A N Y
=============

MOLOGEN AG: Berlin Court Opens Insolvency Proceedings
-----------------------------------------------------
The local district court of Berlin-Charlottenburg, via a Feb. 1,
2020 order, opened insolvency proceedings over the assets of
Mologen AG.  The court appointed Christian Koehler-Ma --
ckm@gtrestructuring.com -- of Greenberg Traurig, of Potsdamer Platz
1, 10785 Berlin, as insolvency administrator.  The Management Board
has filed for the opening of insolvency proceedings on December 4,
2019.

MOLOGEN AG -- http://www.mologen.com-- is a German
biopharmaceutical Company and a pioneer in the field of
immunotherapy on account of its unique active agents and
technologies.  Alongside a focus on immuno-oncology, MOLOGEN
develops immunotherapies for the treatment of HIV and infectious
diseases.




=============
I R E L A N D
=============

ARBOUR CLO VII: S&P Assigns B-(sf) Rating on Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Arbour CLO VII
DAC's class A, B-1, B-2, C, D, E, and F notes. The issuer also
issued unrated class M and subordinated notes.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

The portfolio's reinvestment period will end approximately four and
a half years after closing, and the portfolio's maximum average
maturity date will be eight and a half years after closing.

The 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 tests.

-- 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.

  Portfolio Benchmarks
                                                       Current
  S&P weighted-average rating factor                   2611.36
  Default rate dispersion                              633.62
  Weighted-average life (years)                        5.46
  Obligor diversity measure                            131.83
  Industry diversity measure                           18.32
  Regional diversity measure                           1.29

  Transaction Key Metrics
                                                       Current
  Total par amount (mil. EUR)                          400
  Defaulted assets (mil. EUR)                          0
  Number of performing obligors                        160
  Portfolio weighted-average rating
    derived from our CDO evaluator                     'B'
  'CCC' category rated assets (%)                      0
  Covenanted 'AAA' weighted-average recovery (%)       34.40
  Covenanted weighted-average spread (%)               3.60
  Covenanted weighted-average coupon (%)               4.50

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio will be well-diversified on the
effective date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations.

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.60%, the covenanted
weighted-average coupon of 4.50%, and the covenanted
weighted-average recovery rates for all rating levels. 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.

"We consider that the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its exposure
to counterparty risk under our current counterparty criteria.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

'The transaction's legal structure is bankruptcy remote, in line
with our legal criteria

"Our cash flow analysis considers scenarios where the underlying
pool comprises 100% of floating-rate assets (i.e., the fixed-rate
bucket is 0%) and where the fixed-rate bucket is fully utilized (in
this case 12.5%). In both scenarios, the class A to F notes achieve
break-even default rates that exceed their respective scenario
default rates, so all classes of notes have positive cushions.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to E notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes. In our view the
portfolio is granular in nature, and well-diversified across
obligors, industries, and asset characteristics when compared to
other CLO transactions we have rated recently. As such, we have not
applied any additional scenario and sensitivity analysis when
assigning ratings on any classes of notes in this transaction.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A,
B-1, B-2, C, D, E, and F notes."

  Ratings List

  Class   Rating    Amount   Interest Rate*
                   (mil. EUR)                 
  A       AAA (sf)  244.00   Three/six-month EURIBOR plus 0.98%
  B-1     AA (sf)   15.00    2.15%
  B-2     AA (sf)   32.00    Three/six-month EURIBOR plus 1.80%  
  C       A (sf)    26.00    Three/six-month EURIBOR plus 2.40%
  D       BBB (sf)  24.00    Three/six-month EURIBOR plus 3.75%
  E       BB- (sf)  20.50    Three/six-month EURIBOR plus 6.40%
  F       B- (sf)   10.00    Three/six-month EURIBOR plus 8.58%
  M       NR        0.25     N/A
  Sub     NR        40.50    N/A

* The payment frequency switches to semiannual and the index
  switches to six-month EURIBOR when a frequency switch event
  occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable


ARBOUR VII: Fitch Gives 'B-(EXP)sf' Rating on Class F Notes
-----------------------------------------------------------
Fitch Ratings has assigned Arbour VII CLO DAC final ratings, as
follows:

Arbour CLO VII DAC

- Class A;     LT  AAAsf  New Rating; previously at AAA(EXP)sf

- Class B-1;   LT  AAsf   New Rating; previously at AA(EXP)sf

- Class B-2;   LT  AAsf   New Rating; previously at AA(EXP)sf

- Class C;     LT  Asf    New Rating; previously at A(EXP)sf

- Class D;     LT  BBB-sf New Rating; previously at BBB-(EXP)sf

- Class E;     LT  BB-sf  New Rating; previously at BB-(EXP)sf

- Class F;     LT  B-sf   New Rating; previously at B-(EXP)sf

- Class M;     LT  NRsf   New Rating; previously at NR(EXP)sf

- Sub. Notes;  LT  NRsf   New Rating; previously at NR(EXP)sf

TRANSACTION SUMMARY

Arbour CLO VII Designated Activity Company is a cash flow
collateralised loan obligation (CLO). Net proceeds from the notes
have been used to purchase a EUR400 million portfolio of mainly
European leveraged loans and bonds. The transaction will have a
4.5-year reinvestment period and a weighted average life of 8.5
years. The portfolio of assets will be actively managed by Oaktree
Capital Management (Europe) LLP.

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the
'B+'/'B' category. The Fitch-calculated weighted average rating
factor (WARF) of the underlying portfolio is 30.9.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-calculated weighted average recovery rate (WARR) of the
identified portfolio is 65.6%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors is 18% to
23% of the portfolio balance, depending on the matrix chosen by the
manager. The transaction also includes limits on maximum industry
exposure based on Fitch's industry definitions. The maximum
exposure to the three-largest Fitch-defined industries in the
portfolio is covenanted at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive obligor
concentration.

Portfolio Management

The transaction will feature a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls, and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes.

A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the class E notes and a downgrade of up to two
notches for the other rated notes.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

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


DEPFA BANK: Structurally Lossmaking Amid Sale Attempt
-----------------------------------------------------
Joe Brennan at The Irish Times reports that Dublin-based Depfa
Bank's weakness as a "structurally lossmaking" business has been
highlighted by two debt-ratings firms as the German government
pursues a second attempt to sell the company.

"Given that Depfa's recurring revenue is insufficient to cover its
cost base, we believe that -- without outside assistance -- Depfa
has limited scope to engineer a sustainable turnaround and will
therefore likely remain lossmaking in the medium to long term,
although there may be potential to reduce losses," The Irish Times
quotes Moody's as saying in a note published last week.

Standard & Poor's said that an attempt to sell Depfa might not
succeed, The Irish Times relates.

"The bank is structurally lossmaking, largely because it generates
minimal net revenues.  This stems from the bank's low-yielding
exposures, located predominantly in Germany (66% as of June 30th,
2019) and primarily in the public sector," S&P, as cited by The
Irish Times, said.

"Even if an acquirer can heavily reduce the associated costs, the
investment return could be very low unless the acquisition is made
at a heavy discount to book value.  Also, a sale would need
approval by the Irish regulator."

Depfa was bought by Munich-based Hypo Real Estate in 2007, a year
before the Irish bank ran into funding problems in the wake of the
collapse of Lehman Brothers, The Irish Times recounts.

While Hypo Real Estate agreed to sell Depfa under a restructuring
plan tied to its own bailout during the financial crisis, the
German government pulled the sale in 2014 and transferred the
business to state-owned bad bank FMS Wertmanagement (FMS-WM), The
Irish Times notes.

FMS-WM hired investment bankers in Barclays last October to manage
a fresh attempt to sell Depfa in 2020, The Irish Times relays.
According to the report, Reuters relayed at that time that Depfa
may appeal to German public-sector lender Helaba, which acquired
municipal lender Dexia Kommunalbank in 2018.

Austrian infrastructure lender Kommunalkredit and private-equity
firms may also look at the business, The Irish Times notes.

Depfa stopped writing new business in 2010, following Hypo Real
Estate's bailout during the financial crisis, The Irish Times
recounts.  The Irish-based bank, which had 104 employees at the end
of last year, reported a EUR67 million net loss for the first half
of 2019, following on from a EUR34 million loss for 2018 as a
whole, The Irish Times discloses.

The size of its asset base had fallen to EUR14.4 billion at the end
of last June from EUR48.5 million in 2014 when FMS-WM took over the
bank.


GEDESCO TRADE 2020-1: Moody's Assigns (P)Ca Rating on F Notes
-------------------------------------------------------------
Moody's Investors Service assigned the following provisional
ratings to the debts to be issued by Gedesco Trade Receivables
2020-1 Designated Activity Company:

EUR [-] Class A Notes due 2030, Assigned (P)Aa3 (sf)

EUR [-] Class B Notes due 2030, Assigned (P)Baa2 (sf)

EUR [-] Class C Notes due 2030, Assigned (P)B2 (sf)

EUR [-] Class D Notes due 2030, Assigned (P)Caa2 (sf)

EUR [-] Class E Notes due 2030, Assigned (P)Caa3 (sf)

EUR [-] Class F Notes due 2030, Assigned (P)Ca (sf)

Moody's has not assigned a rating to the EUR [•] Class Z Notes.

The transaction is a revolving cash securitization of different
types of receivables (factoring, promissory notes and short-term
loans) originated or acquired by Gedesco Finance S.L. (NR) and Toro
Finance S.L.U. (NR) to enterprises and self-employed individuals
located in Spain.

RATINGS RATIONALE

The ratings of the Notes are primarily based on the analysis of the
credit quality of the potential underlying portfolio during the
revolving period, the structural integrity of the transaction, the
roles of external counterparties and the protection provided by
credit enhancement.

In Moody's view, the strong credit positive features of this deal
include, among others:

(i) Gedesco's expertise as specialised lender and servicer in the
Spanish market with a long track record of more than 15 years;

(ii) back-up servicer appointed since the closing date;

(iii) pledges granted over the collection account to mitigate
commingling risk;

(iv) strong early amortisation triggers in place to stop the
revolving period; and

(v) 25% subordination under Series A Notes.

However, the transaction also presents challenging features, such
as:

(i) a 3-year revolving structure during which the portfolio
composition could change significantly, in particular in terms of
proportion of promissory notes and loans;

(ii) relatively loose portfolio limits which allow for a low
granularity portfolio with up to 20% concentration in any sector in
terms of Moody's industry classification, including real estate
sector; and

(iii) An unrated servicer of relatively small size compared to
other established financial institutions and with a growing
business strategy on its loan product.

- Key collateral assumptions:

Mean default rate: Moody's assumed a mean default rate of 10.7%
over a weighted average life of 0.55 years (equivalent to a
Caa1/Caa2 proxy rating as per Moody's Idealized Default Rates).
This assumption is based on: (1) the available historical
performance data, (2) the receivables eligibility criteria and (3)
the potential worst pool composition allowed to be reached during
the revolving period in light of the portfolio limits established.
Moody's also took into account the current economic environment and
its potential impact on the portfolio's future performance, as well
as industry outlooks or past observed cyclicality of
sector-specific delinquency and default rates. Moody's also assumed
a mean default rate of 10.7% to the replenished pool during the
35-month revolving period given the initial pool assumed already
took into account the worse possible composition therefore limiting
any potential deterioration in the credit quality of the portfolio
through the pool replenishments.

Default rate volatility: Moody's assumed a coefficient of variation
(i.e. the ratio of standard deviation over the mean default rate
explained above) of 53.2%, as a result of the analysis of the
potential portfolio concentrations in terms of single obligors and
industry sectors.

Recovery rate: Moody's assumed a fixed recovery rate of 36%,
primarily based on the available historical recovery data combined
with the potential worst pool composition as delimited by the
portfolio requirements established. Upon Gedesco's insolvency the
recovery rate assumption was reduced to 25% to take into account
the potential lack of recourse to certain security on the claims.

Portfolio credit enhancement: the aforementioned assumptions
correspond to a portfolio credit enhancement of 27.3%, that take
into account the current local currency country risk ceiling (LCC)
for Spain of Aa1.

As of October 31, 2019, the provisional initial portfolio was
composed of 9,302 contracts amounting to EUR 357.7 million. Assets
are represented by receivables belonging to different sub-pools:
loans (59.6%), factoring (10%) and promissory notes (30.4%). The
top industry sector is the Construction and Building sector
(28.4%), in terms of Moody's industry classification. The top
direct debtor represents 4.59% of the portfolio and the top 20
represent 43.6%. Around 60% of the pool has a remaining term of
less than 90 days and over 39% has an internal annual rate of
return higher than 15%. The quality of the portfolio over time will
primarily be maintained by eligibility criteria and concentration
limits.

  - Key transaction structure features:

Reserve fund: The transaction benefits from a EUR [.] million
reserve funds, equivalent to 0.5% of the balance of the Class A at
closing, and will be replenished up to 1% during the life of the
transaction, subject to available funds and the priority of
payments. The reserve fund provides both credit and liquidity
protection to the Class A Notes.

  - Counterparty risk analysis:

Gedesco will act as servicer of the receivables for the Issuer.
Copernicus (NR) has been appointed as back-up servicer in the
transaction. Moody's believes that Copernicus would be able to step
in as back-up servicer if needed given its experience in servicing
receivables of similar nature. However, given Gedesco is an unrated
entity and that the short-term nature of the assets would require a
very fast servicer replacement if needed. Considering the
likelihood of this scenario and related potential uncertainty
Moody's considered the financial disruption risk in the transaction
consistent with an Aa3 rating.

All of the payments under the assets in the securitized pool are
paid into the collection account at CaixaBank, S.A. (Long Term
Deposit Rating: A3 /Short Term Deposit Rating: P-2) with a transfer
requirement if the rating of the bank falls below Baa3. The
collection account is pledged for the benefit of the issuer via a
first ranking pledge to guarantee the full and timely payment
obligations of Gedesco as servicer. There is a daily sweep of the
funds held in the collection account into the Issuer account. As a
result, Moody's considered that commingling risk in the transaction
was fully mitigated.

The Issuer account is held at Elavon Financial Services DAC (Long
Term Deposit Rating: Aa2 /Short Term Deposit Rating: P-1) with a
transfer requirement if the rating of the bank falls below A2.

  - Principal Methodology:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating SME Balance Sheet Securitizations" published in
July 2019.

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

The Notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and Spain's
country risk could also impact the Notes' ratings.




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

DRYDEN 35 EURO 2014: Moody's Rates EUR12.8MM Class F-R Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Dryden
35 Euro CLO 2014 B.V.:

EUR3,000,000 Class X Senior Secured Floating Rate Notes due 2033,
Definitive Rating Assigned Aaa (sf)

EUR261,400,000 Class A-R Senior Secured Floating Rate Notes due
2033, Definitive Rating Assigned Aaa (sf)

EUR22,100,000 Class B-1A-R Senior Secured Floating Rate Notes due
2033, Definitive Rating Assigned Aa2 (sf)

EUR20,000,000 Class B-1B-R Senior Secured Fixed Rate Notes due
2033, Definitive Rating Assigned Aa2 (sf)

EUR15,100,000 Class C-1A-R Mezzanine Secured Deferrable Floating
Rate Notes due 2033, Definitive Rating Assigned A2 (sf)

EUR10,000,000 Class C-1B-R Mezzanine Secured Deferrable Fixed Rate
Notes due 2033, Definitive Rating Assigned A2 (sf)

EUR28,100,000 Class D-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned Baa3 (sf)

EUR24,700,000 Class E-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned Ba3 (sf)

EUR12,800,000 Class F-R Mezzanine Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned 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 issued the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1A-R Notes,
Class A-1B-R Notes, Class B-1A-R Notes, Class B-1B-R Notes, Class
C-R Notes, Class D-R Notes, Class E Notes and Class F Notes due
2027. The Class E Notes and Class F Notes were previously issued on
March 31, 2015 while the other notes were issued on May 16, 2017.
On the refinancing date, the Issuer used the proceeds from the
issuance of the refinancing notes to redeem in full the Original
Notes and to purchase assets.

On the Original Closing Date, the Issuer also issued EUR 47.3
million of subordinated notes, which will remain outstanding. The
terms and conditions of these notes were amended in accordance with
the refinancing notes' conditions.

Interest amounts due to the Class X Notes are paid pro rata with
payments to the Class A-R Notes. The principal amortization due to
the Class X Notes is paid after the interest on the Class X Notes
and Class A-R Notes. The Class X Notes amortize by EUR 375,000 over
eight payment dates, starting on the second payment date.

As part of this reset, the Issuer sets the reinvestment period to
4.5 years and the weighted average life to 8.5 years. The Issuer
amended certain definitions and features in the transaction
documents. In addition, the Issuer amended the base matrix and
modifiers that Moody's has taken into account for the assignment of
the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds. The underlying portfolio is expected to be fully ramped-up
as of the closing date.

PGIM Limited 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-and-half year 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 as well as (i) scheduled principal
proceeds and (ii) discretionary sales committed by the issuer prior
to the end of the reinvestment period that are both received during
the due period corresponding to the first payment date following
the end of the reinvestment period.

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:

Target Par Amount: EUR 425,000,000

Defaulted Par: EUR 0 as of December 31, 2019

Diversity Score: 54

Weighted Average Rating Factor (WARF): 3032

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 4.95%

Weighted Average Recovery Rate (WARR):41.5%

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 and eligibility criteria, exposures
to countries with LCC below Aa3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC of Baa1 or below.


DRYDEN 35 EURO 2014: S&P Assigns B-(sf) Rating on Cl. F-R Notes
---------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Dryden 35 Euro
CLO 2014 B.V.'s class X, A-R, B-1A-R, B-1B-R, C-1A-R, C-1B-R, D-R,
E-R, and F-R notes. The unrated subordinated notes were not
re-issued as part of this reset.

The transaction is a reset of an existing transaction, which closed
in March 2015.

The proceeds from the issuance of the rated notes were used to
redeem the existing rated notes. In addition to redeeming the
existing notes, the issuer used the remaining funds to purchase
additional collateral and to cover fees and expenses incurred in
connection with the reset. The portfolio's reinvestment period is
scheduled to end on the payment date in July 2020.

The 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 tests.

-- 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.

-- The transaction's legal structure, which we consider to be
bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
our counterparty rating framework.

Under the transaction documents, the refinanced notes pay quarterly
interest unless there is a frequency switch event.

Following this, the notes will permanently switch to semiannual
payment. We note that interest proceeds from semiannual obligations
will not be trapped in the smoothing account for so long as any of
the following apply:

-- The aggregate principal amount of semiannual obligations is
less or equal to 5%, or

-- The aggregate principal amount of semiannual obligations is
less or equal to 15% (excluding any payments from semiannual
obligations), and the class F-R interest coverage ratio is equal to
or exceeds 120% (excluding any payments from semiannual
obligations).

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality. We consider that the portfolio on the
effective date 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
collateralized debt obligations (see "Global Methodology And
Assumptions For CLOs And Corporate CDOs," published on June 21,
2019).

In our cash flow analysis, we used the EUR425 million target par
amount, the covenanted weighted-average spread (3.75%), the
covenanted weighted-average coupon (4.95%), and the covenanted
weighted-average recovery rates at the 'AAA' rating level and for
all other rating levels, the actual recoveries. As the portfolio is
being ramped, we have also considered the portfolio's indicative
spreads and recovery rates when assigning ratings on all classes of
notes.

"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."

Elavon Financial Services DAC is the bank account provider and
custodian. At closing, the documented downgrade remedies were in
line with our current counterparty criteria.

Under S&P's structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned rating levels.

At closing, S&P considered the issuer to be bankruptcy remote, in
accordance with itd legal criteria.

S&P said, "In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared to other CLO transactions we have
rated recently. As such, we have not applied any additional
scenario and sensitivity analysis when assigning ratings to any
classes of notes in this transaction.

"Following our analysis of the reset notes, we believe our ratings
are commensurate with the available credit enhancement for the
class X, A-R, B-1A-R, B-1B-R, C-1A-R, C-1B-R, D-R, E-R and F-R
reset notes. Our credit and cash flow analysis also indicates that
the available credit enhancement for the class B-1A-R, B-1B-R,
C-1A-R, C-1B-R, D-R, and E-R notes could withstand stresses
commensurate with higher rating levels than those we have assigned.
However, as the CLO will be in its reinvestment phase, during which
the transaction's credit risk profile could deteriorate, we have
capped our assigned ratings on the notes.

"For the class A and F-R notes, our credit and cash flow analysis
indicates that the available credit enhancement is commensurate
with the assigned ratings."

  Ratings List

  Class    Rating    Amount Sub(%)  Interest*
                    (mil. EUR)
  X        AAA (sf)  3.00     N/A     Three/six-month EURIBOR
                                       plus 0.48%

  A-R      AAA (sf)  261.40   38.49   Three/six-month EURIBOR
                                       plus 0.98%

  B-1A-R   AA (sf)   22.10    28.59   Three/six-month EURIBOR
                                       plus 1.90%

  B-1B-R   AA (sf)   20.00    28.59   2.10%

  C-1A-R   A (sf)    15.10    22.68   Three/six-month EURIBOR
                                      plus 2.60%

  C-1B-R   A (sf)    10.00    22.68   3.00%

  D-R      BBB- (sf) 28.10    16.07   Three/six-month EURIBOR
                                       plus 4.20%

  E-R      BB- (sf)  24.70    10.26   Three/six-month EURIBOR
                                       plus 6.33%

  F-R      B- (sf)   12.80    7.25    Three/six-month EURIBOR
                                       plus 8.75%

  Sub notes   NR     47.30    N/A     N/A

* The payment frequency switches to semiannual and the
  index switches to six-month EURIBOR when a frequency
  switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.



Q-PARK HOLDING: Moody's Assigns Ba2 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a Ba2 corporate family rating
and a Ba2-PD probability of default rating to Q-Park Holding B.V. a
car park infrastructure operator with a portfolio of c.2,500
parking facilities across 7 Western European countries mainly in
The Netherlands and France. In addition, Moody's has assigned a Ba2
rating to the proposed EUR1.5 billion senior secured notes due in
2025 and 2027 to be issued by Q-Park's direct subsidiary Q-Park
Holding I B.V.. Proceeds of the notes will be used to refinance
Q-Park's existing bank debt and repay a portion of an intercompany
loan owed to Q-Park's parent company. The outlook is stable.

This is the first time Moody's has assigned ratings to Q-Park.

The assigned ratings are based on preliminary documentation
received by Moody's as of the rating assignment date. Moody's does
not expect changes to the documentation reviewed over this period
nor does it anticipate changes in the main conditions that the
notes and credit facilities will carry. Should borrowing conditions
and/or final documentation of the credit facilities deviate from
the original ones submitted and reviewed by the rating agency,
Moody's will assess the impact that these differences may have on
the ratings and act accordingly.

RATINGS RATIONALE

The Ba2 CFR assigned to Q-Park reflects : (i) a strong
asset-ownership model with operations based on legally owned assets
or long term ground leases accounting for 45% of Q-Park's gross
margin and an average remaining contract life, including
concessions and other contracts, of around 50 years which provides
good cash flow visibility, (ii) flexibility over pricing for a
large part of its operations in particular in parking facilities
legally-owned or held under long term leases, (iii) Q-Park's focus
on off-street and multi-functional parking facilities protecting
its competitive position in the context of public policy
increasingly directed towards reducing on-street parking places,
(iv) the high degree of geographic diversification with a presence
in around 330 cities across 7 well-developed countries including
The Netherlands, France and Germany, and (v) a positive operating
track-record as shown by an annual 3.1% parking revenue growth
between 2013 and September 2019 on a like for like basis (pro forma
for the disposal of the Nordics businesses), mainly supported by
Q-Park's ability to increase tariffs.

The Ba2 CFR also takes into consideration : (i) Q-Park's high
leverage reflected in a Moody's adjusted Debt/EBITDA ratio of
around 7.0x and FFO/Debt of around 10% for 2019e pro forma for the
proposed refinancing and notes issuance, (ii) uncertainties as to
the level of protection financial policy will provide creditors
given the lack of publicly stated leverage commitments or
leverage-based financial covenants in the proposed finance
documentation, (iii) somewhat weaker flexibility and control over
pricing under concessions contracts in France where compensation
mechanisms are mostly reliant on negotiation with local
governments, (iv) execution risk on Q-Park's growth strategy which
relies for a large part on its ability to further increase its
pricing and yield by enhancing value to its customers; and (v) some
foreign currency exposure due to the mismatch between non-EUR
denominated cash flow generation in the UK and Denmark (together
accounting for 11% of Q-Park's gross margin) and the EUR
denominated debt service, in the absence of hedging mechanisms.

The stable outlook indicates Moody's expectation that Q-Park will
maintain a stable business risk and financial profile over the next
12 to 18 months such as to maintain Debt to EBITDA (as adjusted by
Moody's) between 6.5x and 7.5x and FFO to Debt between 7% and 10%.
A key factor supporting Q-Park's current profile is the expectation
that shareholders will adopt a financial policy such as to preserve
the company's ability to maintain financial ratios in line with the
rating guidance for the Ba2 rating.

Moody's assigned Q-Park a probability of default rating of Ba2-PD,
in line with its CFR, reflecting a family-wide loss given default
rate of 50%, typically assumed by Moody's for a capital structure
that consists of a mix of bonds and bank debt. While a revolving
credit facility (RCF) will share the same guarantors and collateral
package as the proposed EUR1.5 billion senior secured notes, it
will benefit from a first priority ranking over proceeds in an
enforcement scenario ahead of the notes. As such, the RCF is ranked
first in priority of claim, followed by the proposed notes,
together with claims at the operating subsidiaries including lease
rejection claims, concession fees obligations and trade payables.
The notes were assigned a Ba2 rating with a LGD-4 assessment, in
line with the CFR, reflecting a modest structural security
subordination given the small size of the RCF.

Moody's considers Q-Park's liquidity profile as adequate. Under the
new financing structure the company will not face any debt maturity
until 2025 when a portion of the senior secured notes will be due.
While Moody's expects Q-Park's revenues and EBITDA to continue to
grow, the agency anticipates negative free cash flow generation
over the next 12 to 18 months driven by capital expenditure rollout
on the back of concession renewals and the payment of dividends to
shareholders. To cover those needs the company will have access to
a EUR250 million RCF currently undrawn and due in July 2026.

WHAT COULD CHANGE THE RATING UP/DOWN

An upgrade of the ratings could be considered should Q-Park
demonstrate a material and consistent growth in EBITDA or reduction
in debt, such that both Debt to EBITDA moves below 6.5x and FFO to
Debt moves above 10% on a sustainable basis.

Conversely, a downgrade of the assigned ratings could result from a
deterioration in Q-Park's financial profile such that both Debt to
EBITDA exceeds 7.5x and FFO to Debt drops below 7% on a sustainable
basis. A more aggressive stance than expected on financial policy
or a marked deterioration in Q-Park's liquidity profile could also
exert negative pressure on the ratings.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Q-Park Holding B.V.

Probability of Default Rating, Assigned Ba2-PD

LT Corporate Family Rating, Assigned Ba2

Issuer: Q-Park Holding I B.V.

Fixed Senior Secured Regular Bond/Debenture (2025 maturity),
Assigned Ba2

Fixed Senior Secured Regular Bond/Debenture (2027 maturity),
Assigned Ba2

Floating Senior Secured Regular Bond/Debenture (2027 maturity),
Assigned Ba2

Outlook Actions:

Issuer: Q-Park Holding B.V.

Outlook, Assigned Stable

Issuer: Q-Park Holding I B.V.

Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Privately
Managed Toll Roads published in October 2017.

COMPANY PROFILE

Q-Park is the largest private car-park operator in Europe by
revenues. The company operates over 454,000 parking spaces within
c.2,500 parking facilities located in 7 Western European countries
mainly in The Netherlands and France. Q-Park operates mainly
off-street parking facilities through legally-owned infrastructure
assets, long term lease and concession contract agreements. In May
2017 the company was acquired by a consortium of investment funds
led by Kohlberg Kravis Roberts & Co. LP. For the twelve months
ended September 2019 the company reported EUR659 million and EUR200
million in revenues and EBITDA respectively.


Q-PARK HOLDING: S&P Assigns 'BB-' LongTerm ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to Netherlands-based Q-Park Holding I BV (Q-Park). S&P also
assigned its 'BB-' issue rating, with a recovery rating of '3', to
the company's senior secured notes.

The rating reflects Q-Park's high debt to EBITDA, which S&P does
not expect to increase under the planned refinancing.

Q-Park is planning to issue EUR1,455 million senior secured notes,
in a combination of fixed and floating rates with five-, six-, and
seven-year maturities, to refinance its existing capital
structure.

S&P anticipates the transaction will not increase the company's
already high financial leverage, since Q-Park intends to use the
issuance proceeds to repay EUR1,394 million existing debt, fund a
EUR40 million distribution to shareholders in the form of a
shareholder loan repayment, and pay related transaction expenses.

In addition to the proposed notes, Q-Park carries other financial
obligations. Notably, financial leases of around EUR1.2 billion and
operating leases of EUR800 million. Therefore, S&P expects Q-Park's
adjusted debt to EBITDA to be 8.5x-9.0x at transaction closure.

Q-Park has a strong competitive position, supported by a business
mix that enhances pricing power.

The rating is supported by Q-Park strong pricing power, long-term
contractual framework, geographical diversification, and focus on
midsize to large cities.

This is reflected by Q-Park's adjusted EBITDA of EUR370 million and
EBITDA margin of 54% in 2019, which is stronger than other European
car parking operators (45% for Indigo Group and MEIF 5 Arena
Holdings).

Q-Park operates under a diversified contractual framework. It
generates about 40% of total EBITDA through owned
assets--particularly in the Netherlands, Belgium, and
Denmark--where the company has full flexibility on setting prices
and is not exposed to renewal risk. Assets under
concession--located predominantly in France--where pricing is based
on contractual indexation, contribute to about 25% of total EBITDA.
That said, Q-Park's concession portfolio has a maturity of 12
years. This is shorter than the 20-25 year portfolio maturity for
Indigo (Q-Park's competitor and the French market leader), exposing
Q-Park to higher renewal risk in France.

Further cash flow stability stems from ground lease
contracts--about 11% of total EBITDA, mainly located in Belgium and
Germany--which have a duration of more than 50 years. These provide
Q-Park with similar rights to ownership, since the company owns the
buildings in exchange for relatively low leasing costs, which it
pays to municipalities for the land.

The relatively high exposure to lease agreements (20% of total
EBITDA) partly offset these strengths. S&P said, "We do not see
these as akin to infrastructure business, due to the asset-light
nature and lower margins. Compared to concessions, we see lower
regulatory protection under this type of contract in the case of
downside scenarios, such as municipalities adopting green policies
that may restrict access to city centers.

In 2019, Q-Park's majority shareholder, U.S.-based investment firm
KKR Infrastructure, successfully repositioned the company's
strategy with disposal of the low-margin Nordic business to
Japanese trading house Sumitomo Corp. (A-/Stable/A-2). This Nordic
business primarily comprised on-street asset-light management
contracts with lower EBITDA margins. This has improved the
resilience of Q-Park's business model and increased its
profitability. We do not expect other material changes in Q-Park's
asset portfolio or country of operations, and we think future
acquisitions will focus on strengthening the company's market
position in existing countries and cities, following a local
clustering strategy."

The company's focus on geographical diversification and midsize to
large cities mitigates downside risk.

Q-Park has stronger geographical diversification than other
industry peers. The Netherlands only contributes to 37% of total
EBITDA generation (versus 75% of Indigo's reported EBITDA generated
in France and MEIF 5 Arena's focus limited to the Iberian
Peninsula). The company's largest cluster, Amsterdam, where Q-Park
has 38 facilities, represents about 11% of total gross margin
(versus 27% of EBITDA that Indigo derives from Paris). The top five
city clusters represent about one third of Q-Park's total gross
margin.

The company's strong competitive position also reflects Q-Park's
established and successful relationship with local municipalities,
which S&P sees as key in order to ensure contract renewals and
portfolio growth.

S&P said, "We view positively Q-Park's focus on non-capital cities
(78% of gross margin). We see these as less exposed to competition
from alternative transportation choices and municipalities' green
policies regarding car pollution."

Q-Park's high leverage constrains the rating.

S&P said, "We forecast adjusted debt to EBITDA of 8.5x-9.0x and FFO
to debt of 6.5%-7.0% over 2020-2022. We do not factor leverage
reduction into our assumptions. This is because we expect the
company to distribute dividends with a combination of free
operating cash flow and debt, provided debt to EBITDA remains at or
below 7.0x (as calculated for managerial purposes). This roughly
translates in S&P Global Ratings-adjusted debt to EBITDA of about
9x. Nonetheless, we perceive this leverage as weaker than that of
other car-parking peers and most of other transportation
infrastructure asset classes.

"We expect the company to maintain an aggressive financial policy,
although we understand that the dividend distributions are flexible
and dependent on business conditions--in particular, the
acquisitions of new business to replace expiring contracts or to
expand the business--and that the company's shareholders are
committed not to deteriorate its current credit profile.

"Nevertheless, we forecast Q-Park to maintain healthy free cash
flow generation of about EUR100 million in 2020-2021. This should
increase to about EUR150 million in 2022, when the company will
have completed some of its investment projects, including its
light-emitting diode (LED) and information technology investments.
Annual capital expenditure (capex) will decrease to about EUR30
million-EUR35 million in 2020 from EUR50 million-EUR60 million in
2019."

The holding entity has a shareholder loan in place, which was
introduced at the time of Q-Park's acquisition by KKR
Infrastructure. Q-Park has repaid EUR450 million on the shareholder
loan with proceeds from the 2019 disposal, and is planning to
distribute an additional EUR40 million, reducing the loan to about
EUR36 million pro forma for the refinancing. S&P treats the
shareholder loan as equity, reflecting our view of KKR
Infrastructure as an infrastructure fund, rather than a financial
sponsor, with a relatively long-term approach to investing. The
equity treatment also reflects the features of the shareholder
documentation: it is not transferrable to a third party and is
stapled to equity; it matures eight years later than the proposed
senior secured notes; and it is contractually subordinated against
any senior debt. S&P also notes that there are no events of default
or acceleration of repayment, which supports the equity treatment.

S&P said, "The stable outlook reflects our expectations that Q-Park
will be able to maintain its solid competitive position within core
markets served, delivering solid cash flow generation supported by
ownership, ground lease agreements, and concession contracts. We
expect the company to maintain adjusted debt to EBITDA no higher
than 9.0x, while maintaining its FFO to debt above 6.5%.

"We could take a negative rating action on Q-Park if the debt to
EBITDA increased above 9.0x. We expect this could result from a
more aggressive-than-anticipated financial policy or
weaker-than-expected EBITDA generation. This could stem from a
deterioration in operating performance, or from EBITDA growth
failing to adequately compensate for the company's acquisition
strategy, for example.

"We could also consider a downgrade if the company increased its
exposure to asset-light business, shortening the maturity of the
existing portfolio and lowering our view of the strengths of the
company business model.

"We could take a positive rating action if the company was able to
deliver and sustain adjusted debt to EBITDA at about 7.5x while
maintaining FFO to debt above 7%. In our view, this would require a
calibration of shareholder distributions, while continuing to
deliver cash flow generation."




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

GRESVIG: Files for Bankruptcy in Heggen og Froland District Court
-----------------------------------------------------------------
Stephen Treloar at Bloomberg News reports that Gresvig, the owner
of G-Sport and Intersport in Norway, has filed for bankruptcy with
the Heggen og Froland District Court and will cover all self-owned
stores, according to a statement from Gresvig's board distributed
by NTB.

The statement said the costs and liabilities associated with the
company's operations are considered to be not sustainable,
Bloomberg relates.

CEO Lars Kristian Lindberg said it is possible to find stakeholders
for further operations, Bloomberg notes.

According to Bloomberg, 100 franchise shops aren't included in the
bankruptcy.

The group consists of about 95 self-owned stores with more than
2,200 employees and sales of NOK3.2 billion in 2019, Bloomberg
discloses.




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

APABANK JSCB: Put on Provisional Administration, License Revoked
----------------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-166, dated
January 31, 2020, revoked the banking license from the Moscow-based
credit institution Agrarian Trade Union Joint-stock Commercial Bank
APABANK (Closed Joint-stock Company) JSCB APABANK (Registration No.
2404, hereinafter, APABANK).  The credit institution ranked 369th
by assets in the Russian banking system.  The bank is not a member
of the deposit insurance system.

The Bank of Russia took this decision in accordance with Clause 6,
Part 1, Article 20 of the Federal Law "On Banks and Banking
Activities", based on the facts that APABANK:
  
   -- understated the amount of provisions to be set up and
overstated the value of assets in order to improve its financial
indicators and conceal its actual financial standing. Credit risks
assumed by the credit institution and the real value of immovable
property recorded in the balance sheet at the Bank of Russia's
request revealed a decrease (over 40%) in the credit institution's
capital, which is a real threat to its creditors' interests;

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

Over 70% of the loan portfolio of APABANK represent bad loans. The
Bank of Russia repeatedly sent the credit institution orders to
make a proper assessment of risks assumed and to reflect its real
financial standing in the financial statements.  Compliance with
the supervisor's requests led to reasonable grounds for taking
measures to prevent the credit institution's insolvency
(bankruptcy), which created a real threat to the interests of its
creditors.

The Bank of Russia also cancelled APABANK's professional securities
market participant license.

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




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

API FOILS: Shuts Down Livingston Factory, 107 Jobs Affected
-----------------------------------------------------------
BBC News reports that API Foils, a West Lothian factory which makes
foils and laminates, has closed leading to the loss of more than
100 jobs.

According to BBC, the company in Livingston closed its gates on
Jan. 31 with the loss of 107 jobs.

It has four factories in Manchester, Cheshire, Yorkshire and West
Lothian employing 230 people, BBC discloses.  It is keeping 77
workers to help operate the sites, BBC notes.

Administrators Ernst and Young said the company had "experienced
difficulties in recent times", BBC relates.

"The group has experienced difficulties in recent times due to the
integration of its purchases, changes in regulation (specifically
in relation to tobacco packaging), the loss of major customers and
changes in the market," BBC quotes Colin Dempster of Ernst and
Young as saying.

"We will continue to trade certain parts of the business on a
reduced capacity, supplying key customers who are supporting the
business while we consider the Group's options.

"155 employees have been made redundant across all four UK
locations and we are providing assistance to those being made
redundant."

API Foils is a manufacturer of specialty foils and packaging
materials, which are distributed to Europe, North America and
Australasia.


CINEWORLD GROUP: Fitch Assigns B+ LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings assigned Cineworld Group plc a Long-Term
Foreign-Currency Issuer Default Rating of 'B+'. The Outlook is
Stable. Fitch has also assigned an instrument rating of
'BB-(EXP)'/RR3' to Cineworld's senior secured debt issued by its
wholly-owned subsidiary Crown Finance US Inc.

The rating reflects Cineworld's leading portfolio of international
cinemas and the company's scale and strong market position within
its main operations. The prospective acquisition of Cineplex Inc
will build on the company's existing scale and allow sizeable
synergies with good visibility of execution. The acquisition will
temporarily increase funds from operations (FFO) adjusted net
leverage to about 6.0x on a pro-forma basis in 2020 and remove any
leverage headroom in the rating. However, Cineworld operates a
cash-generative business model and retains sufficient flexibility
to reduce this to 5.6x by 2022 on an organic basis.

Secular shifts in the industry create some medium- to long-term
uncertainty for Cineworld's business model. Fitch's base case
forecasts do not envisage any significant impact on the company's
financials from the secular shifts over the next two to three
years. This reflects its opinion of the symbiotic nature of the
relationship between the major production studios and cinema
exhibitors and also the potential to increase average customer
spend through the adoption of new technology and improvement in the
overall customer experience through seating and concession menus.

KEY RATING DRIVERS

Leading International Cinema Chain: Cineworld operates across 10
markets including the US, UK, eastern Europe and Israel. The
company manages 9,494 cinema screens in 786 cinemas. The company
has a focused strategy in operating cinemas and aims for best in
class execution. Cineworld has limited scope to differentiate
beyond location, seating and concession menus, but the level of
direct competition between the company and its main cinema
competitors is relatively low, in its opinion. The company has
historically not competed on price and shown it can tactically
increase ticket prices with limited impact on attendance.

Cineplex Builds Scale: Cineworld's prospective acquisition of
Canada's largest cinema operator, Cineplex, for an approximate
enterprise value of USD2.2 billion will add 165 cinemas and 1,695
screens to the company's portfolio. Cineplex has a leading position
in the Canadian market with a 75% share of box office revenues. The
increased scale will enable Cineworld sizeable synergies, reduce
the contribution of total revenues from the US to about 61% from
75% and strengthen the company's distribution position with movie
studios. The transaction is expected to close during 1H20.

Synergy Potential, Visible Execution: Cineworld intends to manage
Cineplex as an extension of its existing US platform. The company
expects about USD130 million in annual EBITDA synergies from the
transaction within two years. This represents around 10% of
Cineplex's Fitch estimated revenues for 2019 and is likely to be
equally split between cost savings and revenue improvement.
Following its acquisition of Regal Cinemas in the US in 2018,
Cineworld has developed a tried and tested formula to deliver the
synergies.

Retained Organic Deleveraging Capacity: The Cineplex acquisition
will be financed with USD2.3 billion of new committed debt
facilities. The transaction will increase Cineworld's pro-forma FFO
adjusted net leverage to about 6.0x in 2020 from a forecast 5.6x at
the end of 2019. Fitch's base case forecasts annual organic
deleveraging capacity of about 0.2x, enabling Cineworld to reduce
leverage to 5.6x by 2022 and comfortably within the thresholds for
the rating.

Non-core asset sales are not part of Fitch's base case scenario but
could help the company accelerate its deleveraging path. A
combination of asset sales and higher than expected synergies from
the Cineplex acquisition could result in positive rating pressure.

Film Release Dependency: Cineworld and other theatre operators in
the sector do not have control over the timing, quality and
quantity of films released by movie studios. This exposes the
company to volatility in its top-line and impacts profitability due
to the high fixed cost structure of the business. Cineworld can
manage these risks through capex flexibility and retaining a
flexible dividend policy. Cineworld's current dividend policy is
based on 55% adjusted net income pay-out ratio.

Secular Shifts Create Uncertainty: Video on demand (VOD) and
streaming services from platforms such as Netflix form indirect
competition and a mechanism for direct distribution for film
studios. The launch of streaming services by Disney and HBO will
add to existing platforms and create some uncertainty about cinema
attendance in the medium to long term. Competition between various
platforms to build scale could put pressure on the 'distribution
window'. This is the time between movies being shown in the cinema
and being made available on other platforms. A significant
reduction in the window may result in cinema attendance
decreasing.

The cinema industry is at various stages of maturity depending on
geographical market, as result the impact from decreasing
attendance will vary by market.

Moderate VOD Risk Manageable: Movie-going remains one of the most
affordable forms of entertainment compared with other out-of-home
activities such as amusement parks, live shows and sporting events.
This may limit the impact of home-based substitution. Cineworld has
scope to counter some of the impact by negotiating a better revenue
share with film studios, increasing the attractiveness of the
viewing experience e.g. through 3D and 4D technology and growing
revenue spend per customer.

Notching of Secured Debt: Under Fitch's rating methodology, the
secured nature of Cineworld's debt and expected recovery prospects
of 67% (RR3) allows Cineworld's senior secured debt to be rated one
notch above the IDR of 'B+' at 'BB-(EXP)'.

DERIVATION SUMMARY

Cineworld's rating reflects the company's strong position in its
core markets, its scaled position, a cash-generative business model
and retained financial flexibility. These factors help alleviate
potential financial volatility from the dependency on the success
of film releases, changing secular trends and exposure to
discretionary consumer spend.

The company's FFO adjusted net leverage thresholds are slightly
higher than that of privately rated peers in Fitch's coverage of
cinema chains, reflecting relatively stronger scale, market
position and profitability. The rating when adjusted for lower
leverage is broadly in line with other discretionary spending and
consumer media peers in Fitch's credit opinion universe and
publicly rated peers like Pinnacle Bidco Plc (Pure Gym; B/Stable).
Higher rated peers, such as cable operators Telenet Group Holdings
N.V. and Virgin Media (both BB-/Stable) have a greater proportion
of subscription-based revenues that provide greater stability and
visibility to cash flow streams.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for Cineworld

  - Revenue growth of 5.7% in 2019 (on a statutory basis) and about
35% in 2020 (pro-forma for the Cineplex acquisition). Low single
digit growth thereafter.

  - Full annual run-rate synergies from the Cineplex transaction of
USD111 million from 2021.

  - EBITDA margin about 23% in 2019 and remaining broadly stable
thereafter, reflecting margin dilution from the Cineplex
transaction off-set by synergies from Regal and Cineplex
acquisitions.

  - Capex to sales ratio of 7% in 2019 and 7.6% in 2020 (pro-forma
for Cineplex) declining to about 5.5% by 2023.

  - Dividend payments of USD254 million in 2019 and about USD230
million in 2020.

KEY RECOVERY RATING ASSUMPTIONS

  - The recovery analysis assumes that Cineworld would be
considered as a going concern in bankruptcy and that the company
would be reorganised rather than liquidated. Fitch has assumed a
10% administrative claim in the recovery analysis.

  - The analysis assumes a post-restructuring EBITDA of USD879
million, 34% lower than its 2020 forecast EBITDA for Cineworld
(including Cineplex on a pro-forma basis).

  - For its recovery analysis, Fitch applies a post restructuring
enterprise value to EBITDA multiple of 5.0x.

  - Fitch calculates a recovery value of USD3,955 million
representing approximately 67% of the total senior secured debt.

  - Fitch has assumed that USD343 million of prospective bridge
loan facility remains senior unsecured in ranking.

RATING SENSITIVITIES

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

  - Free cash flow (FCF) growth and improving organic deleveraging
capacity;

  - FFO adjusted net leverage (with operating lease capitalisation
at 8x) trending below 5.0x on a sustained basis; and

  - FFO net leverage (with no operating lease capitalisation in
line with Fitch's Exposure Draft for Lease Rating Criteria, January
30, 2020) trending below 3.8x on a sustained basis assuming no
significant volatility as a result of changes in sector trends.

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

  - Secular events that lead Fitch to believe there would be a
significant long-term downward trend in the industry;

  - Meaningful, sustained declines in attendance and or per-guest
concession spending leading to a persistent decline in EBITDA or
contraction in pre-dividend FCF that is not mitigated by remedial
action in the company's financial policy;

  - FFO adjusted net leverage (with operating lease capitalisation
at 8x) trending above 6.0x on a sustained basis; and

  - FFO net leverage (with no operating lease capitalisation in
line with Fitch's Exposure Draft for Lease Rating Criteria, January
30, 2020) trending above 4.8x on a sustained basis assuming no
significant volatility as a result of changes in sector trends.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As at end-1H19, the company reported
unrestricted cash and cash equivalents of USD308 million and
undrawn revolving credit facility of USD463 million. Cineworld's
liquidity is supported by positive FCF generation and no major debt
maturities until 2025.

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.


JERROLD FINCO: Fitch Rates GBP435MM Senior Secured Notes 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned Jerrold Finco plc's GBP435 million
4.875% senior secured notes due 2026 a final rating of 'BB'.

FinCo is a subsidiary of Together Financial Services Limited
(Together; BB/Stable), a UK-based specialist mortgage lender. The
issued notes are guaranteed by Together and their rating is aligned
with Together's Long-Term Issuer Default Rating (IDR).

The issuance proceeds are being used principally to refinance
FinCo's GBP375 million 2021 senior secured notes and to repay
drawings under the revolving credit facility. Consequently, Fitch
does not expect any meaningful increase in gross leverage, as
measured by gross debt to tangible equity, as a result of this
transaction. When calculating Together's gross leverage, Fitch adds
Bracken Midco1 PLC's (an indirect holding company of Together) debt
to that on Together's own balance sheet, regarding it as
effectively a contingent obligation of Together.

KEY RATING DRIVERS

SENIOR DEBT

The rating of FinCo's senior secured notes is driven by the same
considerations that drive Together's Long-Term IDR.

RATING SENSITIVITIES

SENIOR DEBT

The senior secured notes' rating is primarily sensitive to changes
in Together's Long-Term IDR.



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2020.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *