/raid1/www/Hosts/bankrupt/TCREUR_Public/200213.mbx        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

          Thursday, February 13, 2020, Vol. 21, No. 32

                           Headlines



G E R M A N Y

COMMERZBANK: Urged by ECB to Speed Up Restructuring Efforts
KME SE: Fitch Affirms B- LT Issuer Default Rating, Outlook Stable
SPEEDSTER BIDCO: Fitch Assigns B LongTerm IDR, Outlook Stable
SPEEDSTER BIDCO: Moody's Assigns First Time B3 CFR, Outlook Stable


I R E L A N D

CIMPRESS PLC: S&P Affirms BB- Issuer Credit Rating, Outlook Stable


L U X E M B O U R G

AI CONVOY: Fitch Assigns 'B' IDR & Rates Secured Debt 'B+/RR3'
AMIGO LOANS: Moody's Cuts CFR to B2, On Review for Downgrade


S P A I N

BBVA RMBS 1: Moody's Hikes EUR85MM Class C Notes to B2(sf)
SANTANDER CONSUMER 2016-2: Fitch Hikes Class E Notes to BB+sf


T U R K E Y

FIBABANKA AS: Fitch Corrects Jan. 20 Ratings Release


U N I T E D   K I N G D O M

ATNAHS PHARMA: S&P Affirms 'B-' LT ICR on Portfolio Acquisitions
BRITISH TELECOMMUNICATIONS: Moody's Rates EUR500MM Securities Ba1
BT GROUP: Fitch Assigns BB+(EXP) Rating on New EUR500MM Securities
INTU: In Fundraising Talks with Hong Kong Property Company
LAYTONS LLP: Obtains Reprieve from Creditors Through CVA

MARSTON'S ISSUER: Fitch Alters Outlook on Class B Notes to Negative
PREMIER OIL: Majority of Lenders Back US$2.9-Bil. Refinancing
WHSMITH: Seeks to Renegotiate Rate Payments with Landlords
[*] UK: One in Five Large Scottish Firms Financially Stressed

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G E R M A N Y
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COMMERZBANK: Urged by ECB to Speed Up Restructuring Efforts
-----------------------------------------------------------
Olaf Storbeck at The Financial Times reports that the European
Central Bank has urged Commerzbank to speed up its restructuring
efforts with the region's top financial regulator expressing
concern about lacklustre profitability and a bloated cost base at
Germany's second-largest listed lender.

The unusually frank assessment of the strategy of a bank that meets
all key regulatory requirements was made by an unnamed ECB official
who attended a Commerzbank supervisory board meeting, people
familiar with events told the FT.

According to the FT, the ECB took issue with the lender's
medium-term goal of a 4% return on equity during its most recent
such visit to Commerzbank.  The target, which the lender wants to
meet by 2023, is well below the lender's cost of capital of about
10%, the FT states.

The regulatory official told Commerzbank's supervisory board that
it was disappointing and urged the group to consider deeper cost
cuts, people briefed on the matter said, adding it is rare for ECB
officials to express their views in such a blunt way, the FT
relates.

The regulator also called for the development of a "plan B" should
the current strategy fail, the FT notes.

Commerzbank, which focuses on retail banking and lending to
mid-sized German companies, is highly dependent on net interest
income and has been hit hard by the ECB's policy of ultra-low
interest rates, the FT notes.

According to the FT, analysts expect that Commerzbank, which issued
a profit warning in November, will announce a 32% drop in net
income for 2019 when it reports annual results on Feb. 13.


KME SE: Fitch Affirms B- LT Issuer Default Rating, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings affirmed German-based manufacturer KME SE's Long-Term
Issuer Default Rating at 'B-' with a Stable Outlook and senior
secured instrument rating at 'B' with a Recovery Rating 'RR3'.

The affirmation reflects KME's operating performance in 2019F with
EBITDA margin expected to come in below Fitch's forecast. However,
Fitch forecasts cost synergies from the recently finalised M&A
activities to moderately strengthen profitability in the medium
term, further supported by an improved product offering of
higher-margin copper and special products following the acquisition
of MKM Mansfelder Kupfer und Messing GmbH (now KME Mansfeld).

Fitch expects the finalised acquisitions of KME Mansfeld and the
outstanding 49% of the shareholding in the tube manufacturer
Trefimetaux SAS to be neutral for leverage as they were financed by
proceeds from the divestment of KME's brass unit and copper tubes
operations. However, the company's leverage remains high, with
funds from operations (FFO) adjusted gross leverage above 7x in
2018 and 2019F with limited deleveraging in the medium term.

KEY RATING DRIVERS

Profitability Falling Short of Expectations: KME's 2019 performance
was negatively affected by the economic downturn, especially in the
automotive and manufacturing sectors. Combined with parts of the
planned cost synergies being postponed until 2020, it resulted in
an EBITDA margin below Fitch's forecast. However, Fitch expects
that acquisition-related synergies will come into effect in 2020
and 2021 and drive profitability to a higher level that is more in
line with the rating in the short to medium term.

Fitch also expects the company's larger scale, based on an around
30% increase in revenue and the improved product offering, with a
higher share of value-adding copper and special products following
the finalised transactions, to have a positive effect on
profitability.

Rating Constrained by Leverage: Fitch views KME's high financial
leverage as a rating constraint, with forecast FFO adjusted gross
leverage of 7.2x at end-2019. Fitch expects deleveraging to be
modest, with FFO gross leverage falling to 6.2x by 2022 due to
limited cash flow generation and the high use of factoring lines.
Greater deleveraging than Fitch's forecast is dependent on
synergies and costs related to the KME Mansfeld integration and on
working capital development.

Low Free Cash Flow: KME's free cash flow (FCF) margin is pressured
by high interest costs and temporarily higher investments in 2019
partly related to optimisation and one-off enlargement of the
production footprint. Despite being below 1% during the forecast
period, the FCF margin remains in line with the low end of a 'B-'
rating. KME's working capital necessity poses a threat to credit
quality as an increase in the copper price can require additional
availability of working capital facilities or put pressure on
liquidity. Fitch assesses the availability of working capital
facilities as fundamental for the group's daily operations.

Adequate Business Profile: KME's business profile is supported by
established market positions in Europe within copper products and
special engineered products as well as a diversified customer base
with long-term customer relationships, ranging up to 20 years with
some larger clients. This limits the risks related to low entry
barriers, which are an effect of the highly commoditised processing
of the majority of copper products. In contrast, entry barriers for
special engineered products and rolled special industrial alloys
are moderate due to higher technological content and a more complex
manufacturing process.

Effective Cost Pass-Through: KME has limited exposure to volatility
in copper prices, which Fitch views as credit-positive, so the
company can fully focus on the underlying economics of its
transformation business, reflected in the fabrication cost mark-up
charged to end-customers. KME uses a contractual pass-through
(back-to-back pricing) for almost all of its contracts. This means
customers pay the same copper price KME pays to its suppliers plus
a customary London Metal Exchange mark-up, which covers
transportation and interest costs. KME also hedges commodity and
currency risks.

Senior Secured Uplift: Fitch's recovery for KME's senior secured
debt is based on a liquidation approach. This reflects the security
package of the notes and the borrowing base facility, which
contains separate collateral. Fitch understands that the senior
secured noteholders will be given first-priority payments on KME's
Osnabruck property. Hence, Fitch has based its recovery analysis on
a discounted market value of the property and the net book value of
the machinery and equipment related to the property.

These assumptions result in a recovery rate for the senior
unsecured rating within the 'RR3' range which enables a one-notch
uplift to the debt rating from the IDR.

DERIVATION SUMMARY

KME's high leverage is comparable with the mean for 'B-'
diversified industrial companies rated by Fitch.
Aluminium-processing peer Constellium is somewhat larger and has
stronger EBITDA margins mainly driven by the lower basic metal
price (aluminium versus copper) given its higher value-added
product portfolio for aerospace/automotive end-markets. At the same
time, KME has stronger FCF, driven by comparatively lower capex
requirements, and is on a par in terms of fixed charge coverage and
FFO adjusted gross leverage. When benchmarked against a broader
portfolio of diversified industrial peers, KME's metrics, in
particular FFO adjusted gross leverage and FFO fixed charge
coverage (around 2.0x), are largely in line with 'B-' rated
peers'.

KEY ASSUMPTIONS

  M&A activity to push revenue growth to 29.8% in 2019. Normalised
  levels of low single digit growth are expected from 2021 based
  on a broadly flat copper price of EUR5,500 per ton

  EBITDA margin to increase slightly over 2020-2022

  Cost synergies of EUR26 million to be implemented until end-2021

  Working capital optimisation drives a significant release of
  net working capital in 2019 while normalised levels are expected
  from 2020

  Capex of 1.8% of sales in 2019 mainly driven by one-off
  projects, thereafter stable at 1.1% of sales

  No dividends expected during 2020-2022

RATING SENSITIVITIES

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

  - FFO adjusted gross leverage sustainably below 6.0x

  - FFO fixed charge coverage sustainably above 2.0x

  - Operating EBITDA margin maintained at above 4% and improvement
    supported by business integration synergies in 2020-2021

  - Growth in production output of engineered products

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

  - FFO adjusted gross leverage in excess of 8.0x

  - FFO fixed charge coverage less than 1.5x

  - EBITDA margin below 2%

LIQUIDITY AND DEBT STRUCTURE

Weak Liquidity: Fitch views KME's liquidity profile as adequate for
continued operations in the short term and in line with the rating.
This is based on EUR87 million cash on balance sheet as at end-3Q19
after adjusting for not readily available cash of EUR5 million and
an undrawn EUR30 million shareholder working capital facility line.
The company also has access to a committed EUR375 million borrowing
base facility, which is highly utilised for outstanding letters of
credit. Fitch views the refinancing risk related to the senior
secured notes maturing in February 2023 as moderate based on the
available liquidity.

Fitch assumes that KME will have continued access to the working
capital facilities based on the regular extension pattern in the
past as well as compliance with financial covenants under the
borrowing base facility agreement. This mitigates liquidity risks.

ESG CONSIDERATIONS

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


SPEEDSTER BIDCO: Fitch Assigns B LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings assigned Speedster Bidco GmbH a first-time Long-Term
Issuer Default Rating of 'B' with a Stable Outlook. Fitch has also
assigned senior secured ratings of 'B+'/'RR3' to the first-lien
debt facilities and 'CCC+'/'RR6' to the second-lien debt facilities
issued by Speedster Bidco GmbH.

The ratings reflect the completion of the acquisition of
AutoScout24 by Hellman & Friedman (H&F) in line with the
announcement in December 2019.

Autoscout24's 'B' IDR is constrained by its aggressive capital
structure, which results in estimated funds from operations (FFO)
leverage of 9.8x in 2020 (including Finanzcheck), which drops
rapidly to 8.1x in 2021. The rating also reflects AutoScout's
entrenched position as a leading European digital marketplace in
its key markets, along with stable cash flow generation, strong
business model and defendable end markets.

KEY RATING DRIVERS

Leadership Position Exhibits Network Effect: AutoScout24 occupies
the number one position in all of its markets except Germany, where
it is an entrenched second player to mobile.de. The competitive
environment is stable, and well-known platforms have a high level
of immunity to new or smaller challengers. This results in a
positive feedback loop for market leaders with more listings that
generate more traffic as consumers gravitate towards channels
offering a better selection, increasing leads and subsequently
listings.

Cash Generation Offsets High Leverage: Despite high starting
leverage for the rating, the company has the ability to rapidly
reduce leverage, thanks to an asset-light business model and
healthy cash flow generation. Fitch expects the company to bring
its FFO leverage down from 9.8x at the end of 2020 (including
Finanzcheck) to 8.1x by the end of 2021, and below 7.0x by 2022, as
the company grows profitability while taking advantage of room to
grow in its main markets.

Used Car Market Stable and Countercyclical: Car dealers are capital
constrained, as they must fund the holding of inventory prior to
sale, incentivising them to drive turnover and increase
profitability. In a downturn, dealers ramp up listings initially in
an effort to shed inventory more quickly. In conjunction with
consumer tendency to purchase used cars rather than new in a
recession, this protects AutoScout from a cyclical drop-off,
especially as online classifieds spend is a small proportion of
dealers' monthly expenses, comparable with a phone bill.

Track Record of ARPU Growth: The company has a strong runway for
average revenue per user (ARPU) growth. The price of online auto
classifieds is low in the countries where AutoScout24 operates
relative to other advertising channels and other countries. The
ARPU of players in the UK, US and Australia is significantly higher
than AutoScout24's, pointing to room for potential ARPU upside.
This ARPU growth will be helped by the persistent move towards
online marketing channels.

Persistent Shift to Online Channels: Dealers are moving away from
offline or traditional marketing channels such as print and towards
online/digital platform, a trend that is only expected to continue
and intensify. As online classifieds are a much more efficient way
to reach consumers, this format is not easily substitutable - the
reach of a well-known site such as AutoScout24's surpasses other
channels like dealer websites and social media accounts.

Sponsor Familiarity With AutoScout24: H&F's ownership history of
the parent company, Scout24, dates back to February 2014, when it
acquired a 70% stake in Scout24 from Deutsche Telekom. When it
fully exited in February 2018, there was still growth/value to be
unlocked, as demonstrated by the high valuation in the takeover
bids from 2019 (both with Blackstone for Scout24 and H&F solely for
Autoscout24). The management strategy under this second LBO would
likely draw on prior expertise of H&F in media assets and the
former Scout24 ownership.

DERIVATION SUMMARY

Compared with media peer Traviata B.V. (Axel Springer; B+/Stable),
AutoScout24 exhibits higher leverage, smaller scale, as well as
limited diversification, as its revenues derive mainly from online
auto classifieds, compared with Axel Springer's more well-rounded
offering of job and real estate classifieds, marketing media, and
news. However, AutoScout24 is exposed to potentially less cyclical
end markets, providing solid profitability, stability in cash flows
and a high free cash flow (FCF) margin.

AutoScout24 also has higher leverage than both digital payments
provider Nets Topco Lux 3 Sarl (B+/Stable) and used-vehicle
marketplace BBD Parentco Limited (B/Stable), but has higher EBITDA
margin and FCF margin, making leverage the constraining factor for
the rating. These peers also rate against FFO adjusted gross
leverage and are forecast to be up to the 8x level.

KEY ASSUMPTIONS

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

  - Finanzcheck, an online marketplace providing comparisons of
loans and other financial products, was also spun off from Scout24
and included in the perimeter of the AutoScout24 carve-out. Fitch
assumes AutoScout24 retains Finanzcheck in its forecast.

  - Revenues reflect significant growth (in the high single to low
double digit range) in key markets, particularly Germany, the
Netherlands, Belgium, and Italy on the back of dealer price
increases and upsell.

  - EBITDA margin reflects some drag from EBITDA-dilutive
Finanzcheck. For AutoScout24 alone, margin grows from 57.5% to 61%
due to increased efficiency and cost savings, marketing expenses
moving increasingly online, and operating leverage.

  - Capex averages around 3.4% of revenues in the projected period
(including Finanzcheck).

  - Working capital requirements are minimal, stable, and follow
management guidance.

  - M&A follows historical track record of tuck-ins such as
Autotrader B.V. and gebrauchtwagen.at in the EUR20 million-EUR30
million range yearly.

  - No dividends projected.

Key Recovery Rating Assumptions:

  - The recovery analysis assumes that AutoScout24 would be
considered a going concern in bankruptcy and that the company would
be reorganised rather than liquidated.

  - Fitch has assumed a 10% administrative claim.

  - AS24's post-reorganisation, going-concern EBITDA of EUR95
million represents Fitch's view of a sustainable EBITDA that
reflects a discount to the FY20 Fitch-adjusted EBITDA of EUR133
million (including Finanzcheck). In this scenario, the stress on
EBITDA could result from loss of market share, increase in
competitive pressure or higher churn rate (due to unsuccessful
price increases to dealers).

  - An enterprise value multiple of 6.0x is used to calculate a
post-reorganisation valuation; this reflects AutoScout24's leading
market positions in several countries, resilient and strong cash
generative business.

  - Fitch calculates the recovery prospects for the senior secured
instruments, including a EUR815 million first-lien term loan and a
fully drawn revolving credit facility (RCF) of EUR50 million at
59%, which implies a one-notch uplift of the ratings relative to
the company's IDR to arrive at 'B+' with a Recovery Rating of
'RR3'. For the EUR285 million second-lien term loan, the recovery
is 0%, implying minus two notches from the IDR to 'CCC+' with a
Recovery Rating of 'RR6.'

RATING SENSITIVITIES

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

  - FFO leverage below 6.0x on a sustained basis

  - FFO Fixed charge cover above 4.0x

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

  - FFO leverage above 8.0x on a sustained basis

  - FFO fixed charge cover below 2.5x

  - FCF margin below 20%

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: Liquidity in 2018 (last audit) consisted of
the cash balance for AutoScout24 only, which stood at EUR99.5
million. Pro forma the LBO, the company's depleted cash balance is
expected to grow its cash balance due to strong cash flow
generation, and it will also have access to a EUR50 million 6.5
year RCF. The first- and second-term lien term loans are due in
seven and eight years, respectively, reducing refinancing risk for
the company.

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.


SPEEDSTER BIDCO: Moody's Assigns First Time B3 CFR, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned a first time B3 Corporate Family
Rating and a B3-PD Probability of Default Rating to Speedster Bidco
GmbH, a company operating an online classified marketplace offering
cars, motorbikes and trucks listings mainly in Germany, Italy,
Netherlands, Belgium and Austria. Concurrently, Moody's has
assigned B2 ratings to the proposed EUR815 million senior secured
first lien term loan and the proposed EUR50 million senior secured
revolving credit facility and a Caa2 rating to the proposed EUR285
million senior secured second lien term loan, all borrowed by
Speedster Bidco GmbH. The outlook is stable.

Proceeds from the loans along with an equity contribution will be
used to finance the acquisition of AutoScout24 by Hellman &
Friedman, a financial sponsor.

RATINGS RATIONALE

AutoScout24's ratings are supported by (1) the company's
established brand and good position in the automotive online
classified marketplace in Germany, Italy, the Netherlands, Belgium,
and Austria, (2) its high margins and free cash flow (FCF)
generation, (3) the high level of recurring subscription-based
revenues which supports revenue visibility and (4) its large
customer base with low churn rate historically according to
management.

Conversely, the ratings are constrained by (1) the company's
narrowly-focused business, (2) the highly competitive environment
and embedded threat of new disruptive technologies and business
models, (3) the very high opening Moody's-adjusted leverage of
around 11x (based on Moody's expectations for 2019 EBITDA)
forecasted to improve on the back of annual price increases and low
dealers' churn rate and (4) the exposure to the cyclical automotive
sector and discretionary marketing spending of the dealers.

Because of the aggressive capital structure and Moody's
expectations that Moody's adjusted leverage will remain above 8x
for the next 12-18 months, the ratings are weakly positioned in
their current rating category.

LIQUIDITY

AutoScout24's liquidity is adequate supported by (1) projected FCF
of EUR30-35 million annually in the next 12-18 months, (2) a new
EUR50 million RCF undrawn at closing and (3) long-dated maturities
following the closing of this transaction. At closing, management
expects the company to have around EUR5 million of cash on balance
sheet. The new debt structure includes a springing covenant, with
ample headroom at closing, tested only in case the RCF is drawn by
more than 50%.

ESG CONSIDERATIONS

In terms of social considerations the industry faces the risk of
data leakages from cyber-attacks which could harm the company's
reputation and ultimately affect revenue and profitability.
However, Moody's understands that the company has taken all
necessary measures to protect its customers' data and has
structures in place to prevent such events.

In terms of governance under the new structure, the financial
policy is expected to be very aggressive as evidenced by the new
private equity ownership and the very high starting leverage.

STRUCTURAL CONSIDERATIONS

The PDR at B3-PD incorporates Moody's assumption of a 50% recovery
rate, reflecting AutoScout24's new proposed debt structure, which
is composed of first-lien and second lien bank facilities with no
maintenance covenant.

The B2 ratings of the EUR815 million first-lien term loan and of
the EUR50 million RCF are one notch above the B3 CFR. This reflects
the loss-absorption buffer from the EUR285 million second-lien term
loan rated Caa2.

The instruments share the same security package and are guaranteed
by a group of companies representing at least 80% of the
consolidated group's EBITDA. The security package consists of
shares, bank accounts and intragroup receivables.

OUTLOOK

The stable outlook assumes that AutoScout24 will maintain its
current market positioning and that there will be no major
disruption in the current competitive environment. Moreover the
stable outlook assumes that the company will continuously improve
its leverage from the very high starting level. Finally, the stable
outlook does not factor in any distribution to shareholders or
debt-financed acquisitions.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings are currently weakly positioned and upward rating
pressure is unlikely in the short term. However, positive rating
pressure could develop should (1) the company's revenue display
steady growth while maintaining high margins and leading market
shares, (2) Moody's-adjusted debt/EBITDA remains below 6.5x, (3)
the company generates positive FCF on a sustained basis and (4) the
company maintain adequate liquidity.

Negative rating pressure could develop should (1) the company's
competitive profile weakens, for example, as a result of a material
erosion in the company's market share, (2) Moody's-adjusted
debt/EBITDA remains above 8.0x, (3) FCF turns negative, (4) the
company's liquidity weakens.

PRINCIPAL METHODOLOGY

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

PROFILE

Founded in 1998, AutoScout24 is an online classified marketplace
offering cars, motorbikes and trucks listings. The company has a
good market position in Germany, Italy, the Netherlands, Belgium
and Austria. AutoScout24 also operates in Spain and France and
offers local language versions in 11 additional countries.




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CIMPRESS PLC: S&P Affirms BB- Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Cimpress plc based on its view that the proposed transaction is
neutral for leverage and our expectation for leverage to remain in
the low-4x area over the next two years. S&P also affirmed its 'BB'
issue-level ratings on the company's senior secured facility and
our 'B' issue-level rating on the company's unsecured notes.

The proposed $200 million unsecured notes add-on and extension of
the senior secured facility maturity is leverage-neutral.  The
company's proposed transaction will not increase leverage because
it will use the proceeds of the additional $200 million unsecured
notes to partially pay down the current outstanding balance on the
revolving credit facility. In addition, S&P considers the amendment
to the senior secured credit facility as positive because it
extends the debt maturity to 2025, and resets the term loan annual
amortization schedule to a lower rate. These positive credit
factors are slightly offset by the higher interest cost of the
unsecured debt.

S&P said, "The stable outlook reflects our view that Cimpress' will
continue to face significant competition in the W2P segment and
that reduction in marketing and advertising spend will improve
EBITDA margins but likely slow revenue growth to the
low-single-digit area. We expect the company to continue to
maintain an aggressive financial policy utilizing excess cash flows
to fund share repurchases such that it maintains leverage in the
low-4x area over the next 12 months.

"We could lower the issuer credit rating if Cimpress makes
significant debt-financed acquisitions or share repurchases,
resulting in leverage increasing above 4.5x on a sustained basis.
We could also lower the rating and revise our view of the business
if the company's operating performance deteriorates such that
revenue growth continues to decelerate leading to flat organic or
negative revenue growth and lower profitability." This could result
from pricing pressures, failures by the company in executing its
growth strategy, or difficulty achieving returns on its recent
investments in the business, including its mass customization
platform and expanded product offerings.

Improved operating performance to the high-single-digit organic
revenue growth, growing EBITDA margins, and a track record and
commitment to keep leverage below the high-3x area are key drivers
for an upgrade.




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AI CONVOY: Fitch Assigns 'B' IDR & Rates Secured Debt 'B+/RR3'
--------------------------------------------------------------
Fitch Ratings has assigned AI Convoy (Luxembourg) S.a.r.l a Final
Long-Term Issuer Default Rating of 'B' with a Stable Outlook. The
company is the borrower and owner of UK-based aerospace and defense
contractor, Cobham. At the same time, Fitch has assigned a final
instrument rating of 'B+'/'RR3' to AI Convoy's USD1,188 million
first-lien senior secured debt.

The ratings reflect the company's moderate business profile,
characterised by good product, customer and geographical
diversification, a long history of development of high-tech
products for the aerospace and defense industry as well as exposure
to end-markets with good underlying demand dynamics. These factors
are somewhat offset by the company's modest scale and limited
position on key programmes as a tier 2/3 supplier.

Fitch expects the company's financial profile after closing to
exhibit high leverage, both on a gross and net basis, which acts as
a constraining rating factor in the short to medium term. Fitch
believes leverage is sustainable owing to the already strong cash
generation capability, both on a funds from operations and free
cash flow basis, which is expected to gradually improve as the
company's cost structure is addressed by the new owners, and
underpins the group's debt repayment capacity.

The Stable Outlook reflects its expectation that the company will
continue to generate strong cash flow margins (FFO above 12% and
FCF above 5%) while gradually de-leveraging and growing its
business organically.

KEY RATING DRIVERS

Modest Size and Strategic Position: Cobham has a moderate strategic
position in the sector due to it being a mid-sized tier 2/3
supplier with a relatively low kit value on most programmes it
participates in. Typically, Cobham's contracts are fixed price with
limited input into the broader structure of a programme (pricing,
timing, development work). Offsetting this are the company's
positions in large key programmes and the high-tech nature of its
products and services, which serve as barriers to entry, especially
in the short term.

Diversified Programme Participation: Cobham benefits from good
revenue diversification between defense and commercial activities
and a broad geographical split. The company demonstrates
well-diversified platform participation across various defense and
commercial segments, some of which are high profile and key to the
industry. Customer diversification also appears strong.

Favourable Market Dynamics: Fitch considers the US budget
environment to be favourable, with a proposed allocation for
procurement and research, development, test & evaluation - the best
gauge for defense contractors - in the 2020 request up 2% from the
enacted fiscal 2019 budget. Fitch believes large, diversified prime
contractors and their suppliers are well positioned over the long
term.

The current global commercial aerospace environment is also
generally positive, with output of large commercial aircraft
expected to grow in 2020, although Fitch sees reasons to be
cautious beyond 2020, as the impact of fuel and foreign currency on
airline profits; rising trade tensions; imbalances throughout the
airline industry (traffic, profits, etc.) and the credit quality of
some airlines may affect demand for aircraft.

Strong Cash Generation: Cobham displays solid cash flow generation,
with FFO to revenue of around 11% and FCF to revenue of around 5%
expected by Fitch in 2019. Fitch expects these ratios to remain
broadly stable over the short to medium term, although there is
potential for margin improvement via cost reduction or elimination
measures to be undertaken by the new owner as well as possible
benefits from organic growth derived from market dynamics.

Highly Leveraged Capital Structure Caps Rating: Fitch expects
Cobham to show both gross and net leverage of around 7x at
end-2019, with these ratios improving to comfortably under 6x and
5x, respectively, by end-2022. This is broadly in line with the 'B'
rating for the Aerospace and Defence sector but the company's
ratings are constrained within the 'B' category by the capital
structure.

Advent Ownership Could Spur Growth: Advent's ownership of Cobham
could also improve the company's access to a greater share of the
US defense budget via the elimination of the SSA-related
restrictions. Further opportunities to improve Cobham's
profitability in the short to medium term are driven by high
defense spending globally but especially in the US, the maturity of
certain key programmes, such as the KC-46 and the F35, cost
reduction initiatives from the elimination of plc & SSA costs, and
operational improvement through procurement, lean manufacturing,
operating leverage and reduction of general expenses.

DERIVATION SUMMARY

Cobham displays a cash flow profile similar to other technology
industrial companies such as Sequa Corporation (B-/Stable), The
NORDAM group (B/Stable), Sensata Technologies or aerospace and
defence contractors such as MTU Aero Engines (BBB/Stable) with high
double-digit EBITDA margins and positive free cash flows. A key
differentiating rating factor is leverage, which is lower at MTU
and NORDAM than Cobham's proposed level at closing and is the chief
reason for the differences in the ratings. The business profiles of
these names are varied and do not serve as key rating
differentiating issues; but are often characterised by the same
positive factors such as good positions in niche markets, strong
relationships with customers and moderate diversification.

KEY ASSUMPTIONS

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

- Revenue to grow at modest 2-3% per year, mostly in line with the
sector growth

- EBITDA margin between 17-18% over the rating horizon, a
reduction from 18.5% in FY18

- No M&A activity or dividend payments over the rating horizon

- Capex expenditure at around 4% annually

Key recovery rating assumptions:

- The recovery analysis assumes a going concern scenario

- A 10% administrative claim

- The going concern approach estimate of USD1.44 billion reflects
Fitch's view of the value of the company that can be realised in a
reorganisation and distributed to creditors

- These assumptions result in a recovery rate for the prospective
bond within the 'RR3' range to generate a one-notch uplift to the
debt rating from the IDR.

RATING SENSITIVITIES

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

  - Improvement in the business profile such as a more prominent
participation in key programmes

  - FFO gross leverage sustainably below 5x

  - FCF margin above 5%

  - FFO fixed charge cover above 3x

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

  - Further material cost overruns on key programmes

  - FFO gross leverage above 6.5x beyond 2020

  - Negative FCF margin on a sustained basis

  - FFO fixed charge cover below 2x

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Post-transaction closing, which will see all of
the existing debt refinanced with long-term secured loans, the
company is expected to show strong liquidity, with ample cash
reserves and sustainably high FCF sufficient to cover any
short-term working capital needs.

SUMMARY OF FINANCIAL ADJUSTMENTS

2% of year-end reported cash is treated as non-available for
intra-year working capital and operational needs

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.

AMIGO LOANS: Moody's Cuts CFR to B2, On Review for Downgrade
------------------------------------------------------------
Moody's Investors Service has downgraded to B2 from B1 the
Corporate Family Rating of Amigo Loans Group Ltd and the GBP234
million backed senior secured notes issued by Amigo Luxembourg S.A.
and placed them on review for further downgrade.

The outlook on all issuers has been changed to ratings under review
from stable.

RATINGS RATIONALE

DOWNGRADE OF CFR AND DEBT RATING

The downgrade follows Amigo's announcement that its majority
shareholder was interested in selling its 60.66% stake which
resulted in the company initiating a formal sale process as well as
announcing plans to carry out a strategic review. In addition to
these developments, the downgrade was also driven by recent
announcements in relation to changes in senior management and board
composition indicating heightened governance risks. Uncertainties
in relation to the ownership structure and future strategy of the
firm have also increased the liquidity risk to which the firm is
exposed. Headwinds from more customers being in early arrears, and
some collections challenges also indicate more elevated risk
management issues. Moody's has captured the heightened level of
uncertainty in relation to the company's governance, strategy and
risk management through the introduction of a one notch negative
qualitative adjustment for corporate behaviour in company's overall
credit assessment resulting in the downgrade of the company's CFR
to B2 from B1.

Amigo's B2 CFR is supported by its 84% market share in the UK
unsecured guarantor loans, solid Tangible Common Equity relative to
Tangible Managed Assets at 34.6% as of September 2019 and moderate
but weakening asset quality of its loan book. Amigo's loan book
grew 22% since 2017, with problem loans over gross loans ratio of
4.6% as of the same period. Amigo's strong profitability track
record, with adjusted Net Income / Average Managed Assets of 9.5%
as of September 2019, can accommodate the needed investments to
address the guidance provided by the Financial Conduct Authority
(FCA). This guidance related to the quality of key information
provided to borrowers and guarantors as part of the underwriting
process. As a result, Moody's believes Amigo's profitability will
decline but remain at a relatively strong level due to higher loan
loss provisioning, required investments and competitive dynamics.

Fitch views Amigo's liquidity profile as moderate. The company has
a diversified medium-term capital structure with a GBP300 million
revolving securitisation facility, GBP234 million senior secured
notes and a GBP109.5 million super senior revolving credit
facility. Upon change of control, as a result of the bidding
process presently underway, the change of control clauses in the
respective debt class contracts might or might not be triggered.
However, if triggered, the respective change of control clauses
could, without a solid contingency funding plan, require the
company to contract its loan book to service its debt in an
accelerated manner.

REVIEW FOR DOWNGRADE

Moody's review for downgrade reflects enhanced uncertainties around
the future ownership structure, strategy and business model
evolution of the company. These uncertainties could delay the
process improvements the company is aiming to achieve, its growth
prospects and liquidity profile.

Moody's said the review will primarily focus on: i) Amigo's future
ownership and board composition and related financial implications;
ii) the results of the strategic review and its implications for
the business model; iii) implications for outstanding debt in
relation to change of control provisions and any related impacts on
the firm's liquidity. In addition, Moody's will evaluate the level
of progress Amigo has made in terms of addressing FCA guidance in
relation to its collection and under writing processes.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Amigo's CFR and Amigo Luxembourg S.A.'s backed senior secured debt
ratings could be confirmed at current levels if Moody's concludes
that the company will be able to maintain its standalone financial
profile after the ownership changes without any adverse development
in its solvency and liquidity profile and franchise positioning.

The firm's CFR could be downgraded because of weakening in its
solvency or liquidity profile, and/or franchise positioning,
governance and risk management. The senior notes may be downgraded
if the CFR is downgraded and the group were to issue a material
amount of secured recourse debt or there was a material increase in
the super senior funding lines that would increase expected loss
for unsecured creditors.

LIST OF AFFECTED RATINGS

Issuer: Amigo Loans Group Ltd

Downgraded and placed on review for further downgrade:

Long-term Corporate Family Rating, downgraded to B2 from B1

Outlook Action:

Outlook changed to Ratings under Review from Stable

Issuer: Amigo Luxembourg S.A.

Downgraded and placed on review for further downgrade:

Backed Senior Secured Regular Bond/Debenture, downgraded to B2 from
B1

Outlook Action:

Outlook changed to Ratings under Review from Stable

PRINCIPAL METHODOLOGY

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




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

BBVA RMBS 1: Moody's Hikes EUR85MM Class C Notes to B2(sf)
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight notes in
three Spanish RMBS transactions. The rating action reflects:

  - Better than expected collateral performance for BBVA RMBS 1,
    FTA and BBVA RMBS 11, FTA.

  - The increased levels of credit enhancement for the affected
    notes for BBVA RMBS 1, FTA, BBVA RMBS 11, FTA and BBVA
    RMBS 2, FTA

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

Issuer: BBVA RMBS 1, FTA

  EUR1400 million Class A2 Notes, Affirmed Aa1 (sf); previously
  on Apr 17, 2019 Affirmed Aa1 (sf)

  EUR495 million Class A3 Notes, Affirmed Aa1 (sf); previously
  on Apr 17, 2019 Affirmed Aa1 (sf)

  EUR120 million Class B Notes, Upgraded to A1 (sf); previously on

  Apr 17, 2019 Upgraded to A3 (sf)

  EUR85 million Class C Notes, Upgraded to B2 (sf); previously on
  Apr 17, 2019 Upgraded to Caa1 (sf)

Issuer: BBVA RMBS 2, FTA

  EUR2400 million Class A2 Notes, Upgraded to Aa1 (sf);
  previously on Apr 17, 2019 Upgraded to Aa3 (sf)

  EUR387.5 million Class A3 Notes, Upgraded to Aa1 (sf);
  previously on Apr 17, 2019 Upgraded to Aa3 (sf)

  EUR1050 million Class A4 Notes, Upgraded to Aa1 (sf);
  previously on Apr 17, 2019 Upgraded to Aa3 (sf)

  EUR112.5 million Class B Notes, Upgraded to Baa3 (sf);
  previously on Apr 17, 2019 Upgraded to Ba2 (sf)

  EUR100 million Class C Notes, Affirmed Caa2 (sf);
  previously on Apr 17, 2019 Upgraded to Caa2 (sf)

Issuer: BBVA RMBS 11, FTA

  EUR1204 million Class A Notes, Affirmed Aa1 (sf); previously on
  Jun 29, 2018 Affirmed Aa1 (sf)

  EUR119 million Class B Notes, Upgraded to Aa3 (sf); previously
  on Jun 29, 2018 Upgraded to A2 (sf)

  EUR77 million Class C Notes, Upgraded to Ba1 (sf); previously
  on Jun 29, 2018 Upgraded to Ba2 (sf)

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

RATINGS RATIONALE

The rating action is prompted by:

  - Decreased key collateral assumptions, namely the portfolio
    Expected Loss assumptions due to better than expected
    collateral performance on BBVA RMBS 1, FTA and BBVA RMBS 11,
FTA.

  - An increase in credit enhancement for the affected tranches on
    BBVA RMBS 1, FTA, BBVA RMBS 11, FTA and BBVA RMBS 2, FTA.

Revision of Key Collateral Assumptions:

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

The performance of BBVA RMBS 1, FTA has continued to improve since
the last rating action. Total delinquencies have decreased since
the last rating action, with 90 days plus arrears currently
standing at 0.32% of current pool balance. Cumulative defaults
currently stand at 6.25% of original pool balance, only marginally
up from 6.18% since the last rating action.

The performance of BBVA RMBS 11, FTA has continued to improve since
the last rating action. Outstanding defaults have decreased in the
past year, with 90 days plus arrears currently standing at 0.18% of
current pool balance. Cumulative defaults currently stand at 2.09%
of original pool balance, only marginally up from 1.99% a year
ago.

Moody's decreased the expected loss assumption to 5.52% as a
percentage of original pool balance from 5.79% due to improving
performance for BBVA RMBS 1, FTA. The expected loss assumption for
BBVA RMBS 11, FTA was changed to 3.77% from 4.58% as a percentage
of original pool balance. Moody's has also decreased the MILAN to
15.0% from 17.0% in BBVA RMBS 11, FTA.

Moody's updated the MILAN CE due to the Minimum Expected Loss
Multiple, a floor defined in Moody's methodology for rating EMEA
RMBS transactions.

Increase/Decrease in Available Credit Enhancement

Sequential amortization and Improvement of reserve funds led to the
increase in the credit enhancement available in BBVA RMBS 1, FTA,
BBVA RMBS 11, FTA and BBVA RMBS 2, FTA.

For instance, the credit enhancement for tranche affected by the
rating action increased as follows since the last rating action:

  - BBVA RMBS 1, FTA Class B Notes to 12.38% from 10.90% and
    Class C Notes to 2.90% from 2.41%.

  - BBVA RMBS 11, FTA Class B Notes to 15.71% from 14.00% and
    Class C Notes to 7.48% from 6.67%.

  - BBVA RMBS 2, FTA Class A2 Notes, Class A3 Notes and Class
    A4 Notes to 14.41% from 12.52%; Class B Notes to 7.66% from
    6.28%.

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

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

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

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

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


SANTANDER CONSUMER 2016-2: Fitch Hikes Class E Notes to BB+sf
-------------------------------------------------------------
Fitch Ratings upgraded six tranches and affirmed four tranches of
Santander Consumer Spain Auto (SCSA) 2014-1 and 2016-2's notes.

RATING ACTIONS

FTA, Santander Consumer Spain Auto 2014-1

Serie A ES0305053003; LT A+sf Affirmed;  previously at A+sf

Serie B ES0305053011; LT A+sf Affirmed;  previously at A+sf

Serie C ES0305053029; LT A-sf Upgrade;   previously at BBBsf

Serie D ES0305053037; LT BBB+sf Upgrade; previously at BBB-sf

Serie E ES0305053045; LT CCsf Affirmed;  previously at CCsf

FT, Santander Consumer Spain Auto 2016-2

Class A ES0305213003; LT AA+sf Affirmed; previously at AA+sf

Class B ES0305213011; LT AA+sf Upgrade;  previously at AA-sf

Class C ES0305213029; LT Asf Upgrade;    previously at BBB+sf

Class D ES0305213037; LT BBB+sf Upgrade; previously at BBB-sf

Class E ES0305213045; LT BB+sf Upgrade;  previously at BB-sf

TRANSACTION SUMMARY

The transactions are securitisations of auto loans originated by
Santander Consumer, E.F.C., S.A. (SC,) a wholly-owned and fully
integrated subsidiary of Santander Consumer Finance SA (SCF,
A-/Stable/F2) whose ultimate parent is Banco Santander S.A.
(A-/Stable/F2).

KEY RATING DRIVERS

Robust Performance

The portfolio has outperformed its expectations since the last
rating action a year ago. As of December 2019, cumulative defaults
(defined as loans more than 12 months in arrears) stood at 0.4% and
0.8% for SCSA 14-1 and SCSA 16-2 respectively. Both SCSA 14-1 and
SCSA 16-2 have maintained a low 90 days past due delinquency
pipeline of 1.2% and 1.6% respectively.

Revised Assumptions

Fitch has revised the base cases and stresses in light of the
robust performance shown over recent years and updated information
SC's loan book performance and underwriting practices. Fitch
calibrated the lifetime default base case based on a 90 days past
due default definition at 3.5% for new cars and 6.5% used cars. The
base case recovery rate was revised to 60% and 50% for new and used
cars, respectively.

This has resulted in a blended lifetime default base case of 4.4%
for SCSA 16-2 and a 'AAA' default rate assumption of 23.3% to
account for potential performance deterioration during the
amortisation phase. Fitch assumed a weighted average remaining
default rate 2.6% due to the shorter remaining weighted average
life (WAL) of SCSA-14, but increased the multiple to 6x due to the
low absolute value of the base case. The result is a 15.6% 'AAA'
default rate assumption for SCSA 14-1. Fitch assumed a WA base case
recovery rate of 56.7% and 55.6% for SCSA-14 and SCSA-16,
respectively, and applied a 50% haircut in a 'AAA' stress. The
slight differences in the new and used car shares in each
transaction resulted in different WA recovery base cases between
the assets.

Adequate Protection Against Credit Losses

SCSA 16-2's credit enhancement (CE) has remained stable due to the
transaction's ongoing revolving period while SCSA 14-1's CE has
continued increasing since the last review due to deleveraging.
Both transactions benefit from significant excess spread given the
high WA fixed interest rate of the loans (about 8.5%) relative to
the coupon paid on the notes. The Positive Outlook on the notes
rated below each cap level reflects Fitch expectations that CE will
continue to increase as SCSA 14-1 continues to amortise and SCSA
16-2's revolving period terminates in February 2021.

Revolving Period

SCSA 16-2's revolving period ends in one year, resulting in credit
migration risk, albeit limited by the eligibility criteria,
portfolio limits and early amortisation events. In its analysis,
Fitch continues to capture the risks associated with the remaining
revolving period in the default rate multiples and assuming the
migration of the portfolio to the worst-case portfolio
composition.

Account Bank Rating Caps

SCF is the account bank for both transactions. According to Fitch's
counterparty criteria, the ratings of the notes for SCSA 14-1 are
capped at 'A+sf' based on the account bank eligibility rating
thresholds being set at 'BBB+' or 'F2. In the case of SCSA 16-2 the
ratings of the notes are capped at 'AA+sf' based on the account
bank eligibility rating thresholds being set at 'A-' or 'F1'.

Payment Interruption Risk Mitigated

SCSA 14-1's payment interruption risk is capped at SCF's rating as
Fitch expects SCF will support its wholly-owned subsidiary SC. For
SCSA 16-2, payment interruption risk is mitigated up to 'AA+' due
to a liquidity reserve provided by SCF. The reserve is equal to 1%
of the outstanding balance of class A to E and will be funded
within 14 calendar days if SCF is downgraded below 'A-'.



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

FIBABANKA AS: Fitch Corrects Jan. 20 Ratings Release
----------------------------------------------------
Fitch Ratings replaced a ratings release on Fibabanka A.S.
published on January 20, 2020 to correct the name of the obligor
for the bonds.

The amended ratings release is as follows:

Fitch Ratings has affirmed Fibabanka A.S.'s Long-Term
Foreign-Currency Issuer Default Rating at 'B+' with a Negative
Outlook and affirmed the bank's Viability Rating (VR) at 'b'.

KEY RATING DRIVERS

IDRS, SENIOR DEBT RATING AND VRThe Long-Term IDRs of Fiba are rated
one notch above its VR due to significant protection for senior
creditors by its buffer of qualifying junior debt (QJD; end-3Q19:
9% of risk-weighted assets (RWAs)) in case of the bank's failure.
The Negative Outlook reflects risks to its standalone credit
profile, given its exposure to a challenging Turkish operating
environment. The risks are heightened by significant concentrations
in its loan book that could lead to pressure on capital and
profitability ratios, in the event of greater-than-expected asset
quality deterioration.

The VR reflects Fiba's small absolute size, limited franchise
(end-9M19: 0.5% of sector assets) and the concentration of the
bank's operations in Turkey, given currency and interest-rate
volatility and political and geopolitical uncertainty. The bank is
focused on corporates (58% of loans at end-3Q19), SMEs and
commercial customers (29% combined). Retail lending remains low (9%
of loans), but could moderately grow with the bank's digitalisation
strategy.

Asset-quality risks remain high given a below-trend growth outlook
in Turkey, exposure to high-risk segments, notably construction
(20% of loans at end-3Q19) and high foreign-currency (FC) lending
(42% of loans at end-3Q19). The Turkish lira depreciation has
undermined the ability of often weakly hedged borrowers to service
their debt. Nevertheless, short-term macroeconomic risks have
partly abated, given Turkey's progress in rebalancing and
stabilising the economy. The stronger GDP growth outlook (2020:
3.1% GDP growth forecast), lower local-currency interest rates and
greater lira stability should to some extent mitigate risks to the
sector's asset quality.

Impaired loans at Fiba increased to 4.9% of gross loans at end-3Q19
(end-2018: 4.2%), but remained below sector-average, partly
reflecting the bank's focus on the higher-quality corporate
segment. However, the share of Stage 2 loans also increased to a
high 14% of which about half had been restructured. High
single-name borrower risk could bring volatility to asset-quality
ratios as loans season.

Fiba's profitability metrics have remained reasonable, albeit
underperforming the sector, partly due to a lack of economies of
scale. The bank's annualised operating profit/RWA ratio remained
flat at 1.4% in 9M19 as growth in non-interest income (mainly fee
income) was offset by higher impairments. Loan impairment charges,
net of TRY105million of free-provisions against possible losses,
absorbed a material 50% of pre-impairment profit in 9M19.

Asset quality is likely to continue to weigh on profitability given
operating-environment risks, although earnings should be supported
by higher loan volumes, lower funding costs - following sharp
interest-rate cuts - and still adequate margins. Pre-impairment
profit (9M19: 5% of average loans; annualised) provides a solid
buffer for absorbing unexpected credit losses through the income
statement.

Capitalisation is a constraint for Fiba's VR given the bank's
weaker core capital ratios and higher leverage than most peers'.
Its Fitch Core Capital (FCC)/RWA ratio rose to 9.3% at end-3Q19,
from 8.1% at end-2018, but is sensitive to concentration risk,
asset-quality weakening, potential lira depreciation and loan
growth. Overall Fitch expects profitability to be broadly in line
with moderate, budgeted loan growth. Fiba's total capital adequacy
ratio was stronger at a more healthy 19.4%, supported by USD270
million of FC subordinated Tier 2 notes. In addition, Fiba issued
USD30 million of AT1 notes in December 2019; Fitch estimates this
will result in a 100bp uplift to the Tier 1 and Total capital
ratios.

Customer deposits comprised 70% of non-equity funding at end-3Q19,
with wholesale funding, nearly all in FC, making up the balance. As
a result, Fiba has a more diversified funding base than peers,
albeit its loans-to-deposits ratio is also higher (120% at
end-3Q19). Wholesale funding mainly comprises long-term senior
unsecured borrowings (12% of total non-equity funding),
subordinated debt due in 2027 (8%), short-term borrowings (6%) and
bank deposits and repos (3%). Fiba has been reducing its wholesale
funding exposure (9M19: down 15% yoy in US dollar terms) to reduce
funding costs but also due to lower customer demand for FC credit.
Fitch expects new borrowings to be limited, given the bank's focus
on lira loan growth, although opportunistic issuance/borrowings may
arise.

FC liquidity is adequate and broadly sufficient to cover the bank's
maturing FC non-deposit liabilities over the next 12 months. It
comprises mainly interbank assets, mandatory reserves held against
local- currency liabilities in Turkey's reserve option mechanism
and cash. However, FC liquidity could come under pressure from
prolonged market closure and deposit instability.

NATIONAL RATING

The affirmation of the National Rating reflects its view that
Fiba's creditworthiness in local currency relative to other Turkish
issuers has not changed.

SUBORDINATED DEBT

The subordinated notes of Fiba are rated one notch below its VR.
The notching includes zero notches for incremental non-performance
risk and one notch for loss severity.

SUPPORT RATING AND SUPPORT RATING FLOOR

Fiba's '5' Support Rating and 'No Floor' Support Rating Floor
reflect Fitch's view that support from the Turkish authorities
cannot be relied upon, due to its small size and limited systemic
importance. In addition, support from shareholders, although
possible, also cannot be relied upon.

RATING SENSITIVITIES

IDRS, SENIOR DEBT, VR AND NATIONAL RATING

The bank's ratings could be downgraded due to marked deterioration
in the operating environment - as reflected in adverse changes to
the lira exchange rate, domestic interest rates, economic growth
prospects, and external funding market access. Downgrades may also
result from a weakening of the bank's FC liquidity or a
greater-than-expected deterioration in asset quality that
materially weakens the bank's profitability and capital.

The Outlook on the Long-Term IDRs could be revised to Stable if
sustained market stability mitigates risks to the bank's credit
profile or if Fitch deems capital and liquidity buffers as
sufficient to absorb significant market stresses. A sharp reduction
in concentration risk, together with sustained reasonable financial
metrics, could also support an Outlook revision. Upside for the
ratings is limited in the near term, given operating-environment
risks, the bank's limited franchise and weak core capitalisation.

The Long-Term IDRs and senior debt rating of Fiba, which are
currently notched once above the VR, could be downgraded to the
level of the VR if (i) its buffer of QJD decreases to such an
extent that Fitch deems it to be insufficient to cover a potential
recapitalisation of the bank, thereby increasing the risk of losses
for senior creditors in case of its failure or (ii) if Fitch
believes the bank's recapitalisation requirement in a failure is
likely to exceed its QJD buffer.

On November 15, 2019 Fitch published an exposure draft of its Bank
Rating Criteria, which includes proposals to alter the approach to
rating a bank's Long-Term IDR above the VR due to a large buffer of
QJD. If the final criteria are published in line with the exposure
draft, Fiba's IDR could be downgraded to the level of its VR, most
likely if Fitch believes the QJD buffer is unlikely to remain
sustainably above 10% of RWAs.

Fiba's National Rating is sensitive to a change in the entity's
creditworthiness relative to other rated Turkish issuers.

SUBORDINATED DEBT

As the notes of Fiba are notched down from its VR, their ratings
are sensitive to a change in the latter. The ratings are also
sensitive to a change in notching due to a revision in Fitch's
assessment of the probability of the notes' incremental
non-performance risk relative to the risk captured in the bank's
VR, or in its assessment of loss severity.

If the final criteria are published in line with the exposure
draft, under which Fitch has proposed to alter its approach to
notching subordinated debt ratings Fiba's subordinated debt rating
could be downgraded by one notch.




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

ATNAHS PHARMA: S&P Affirms 'B-' LT ICR on Portfolio Acquisitions
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on U.K.-based off-patent branded pharmaceutical company Atnahs
Pharma, and its 'B-' issue-level rating on the term loan.

S&P said, "We estimate that Atnahs' proposed acquisitions will
improve the group's overall diversity and scale, but will bear some
execution risk.   Atnhas plans to acquire a five-product portfolio
from AstraZeneca focused on cardiovascular conditions, and one
complementary treatment for postmenopausal osteoporosis from
another large pharmaceutical company, for EUR400 million-EUR420
million. The acquisitions will provide the product diversification
the company needs, adding a new therapeutic area to a portfolio
previously concentrated on women's health and endocrinology. Back
in September 2019, Atnhas strongly relied on Bonviva's product
line, which represented 32% of its revenues, demonstrating a high
product concentration. After the transaction closing, Bonviva
should represent only about 16% of the company's pro forma
revenues, with no more than 10% of revenues for the other products.
We understand that the main execution risks relate to the group
being able to achieve timely transfer of the marketing
authorizations and anticipated volumes through its distributors.
This is particularly relevant, as the company will almost double in
revenue size. However, in our view, the company's strong track
record of integrating new products, and its solid network of
partners, mitigate these risks.

"We anticipate that Atnahs will continue to generate robust free
operating cash flow (FOCF) owing to its limited capital expenditure
(capex) requirements and solid profitability.   Atnahs' primary
goal is managing the product life cycle of its off-patent acquired
products, because all manufacturing, distribution, and marketing is
outsourced to external contract organizations. Thanks to its
asset-light business model, the company posts high operating
margins, has limited capex needs, and manages its working capital
thoroughly to limit headwinds. However, working capital outflow for
2021 will amount to GBP40 million-GBP45 million due to inventory
buildup of the acquired products, which should subsequently return
to historical levels. Therefore, we anticipate an S&P Global
Ratings-adjusted EBITDA margin of about 50% over the next 12-18
months, and expect FOCF generation of GBP30 million-GBP40 million
over the same period. Post 2021, we assume that working capital
will normalize and that the company should generate FOCF above
GBP75 million. However, given its product cycle profile, we assume
that the company will likely utilize its available cash for further
acquisitions.

"Despite additional debt in the capital structure, we project
adjusted leverage to remain comfortably around the 5x range within
12 months post-transaction closing.  Adjusted debt comprises about
GBP543 million of financial debt, and about GBP20 million of earn
outs. Although we project that the company should have at least
GBP60 million of cash on its balance sheet at the end of 2022, we
do not deduct any cash, because of financial-sponsor ownership and
our assumption that the company will likely utilize the cash to
boost further growth. We project adjusted EBITDA in 2021-2022 of
about GBP110 million-GBP115 million, leading to adjusted leverage
of about 5x in the same period.

"We incorporate a one-notch comparable rating adjustment. We apply
a negative comparable rating analysis modifier because of Atnahs'
business model, which relies solely on the acquisition of new drugs
to deliver future growth. This could lead to the company
overspending on acquisitions and increasing leverage above our base
case. However, we estimate that the company has shown a prudent
track record of selective, bolt-on acquisitions.

"The stable outlook indicates our expectation that Atnahs will have
a more diversified product portfolio after the acquisitions'
completion, and will also benefit from a more geographically
diversified portfolio. As a result of these portfolio extensions,
the company is better protected, to a certain extent, from price
erosion and loss of volumes. This should help stabilize the natural
organic revenue decline, and maintain stable profitability.

"We expect Atnahs to generate FOCF of at least GBP30 million in
2020 and GBP40 million in 2021, enabling it to build resources to
acquire assets that will support future growth and replenish lost
sales from its existing products portfolio. Our analysis takes into
account that the company operates in an industry which relies on
acquisitions to supplement growth and create scale. As such, the
company will likely use any available liquidity to pursue mergers
and acquisitions (M&A). We expect Atnahs to maintain adjusted debt
to EBITDA ratio in the 5x-6x range from 2021 onward.

"We could lower the rating if we observed a deterioration in
Atnahs' operational performance such that its ability to generate
at least GBP30 million-GBP60 million of FOCF per year was affected,
and it was unable to reduce leverage to below 6.0x within 12-18
months following the latest acquisition. This could happen if, for
example, the company faces operational setbacks in the integration
of its recent acquisitions, suffers from unexpected tightening of
reimbursement terms, or sees increasing competition that pressures
prices. We could also lower the rating if Atnahs is unable to
replace declining revenue with newly acquired products, if it
purchases products that we consider higher risk, or if it overpays
for products, thus incurring a substantial increase in leverage
compared with our base case.

"We could consider an upgrade if the company successfully increases
its scale of operations and demonstrates capacity to deleverage to
5.0x-6x, or below within 12-18 months following its latest
acquisitions. This will most likely result from a seamless
integration of recent acquisitions and continued execution of the
company's disciplined acquisition strategy. Alternatively, we may
raise our rating if the company achieves a substantial improvement
in scale and diversity to sustain a higher level of leverage. This
would mean that the effect of sales declines and the contribution
of newly acquired products was a smaller part of the overall
portfolio."


BRITISH TELECOMMUNICATIONS: Moody's Rates EUR500MM Securities Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 long-term rating to the
proposed issuance of EUR500 million of Capital Securities due 2080
(the hybrid securities) to be issued by British Telecommunications
Plc (BT, Baa2 negative), a subsidiary of BT Group Plc. The outlook
is negative.

RATINGS RATIONALE

The Ba1 rating on the hybrid securities is two notches lower than
British Telecommunications Plc's Baa2 senior unsecured and issuer
ratings. This reflects the deeply subordinated position of the
proposed hybrid securities in relation to the existing senior
unsecured obligations of BT. The proceeds from the transaction will
be used for general corporate purposes.

The proposed hybrid securities, which will be guaranteed by BT
Group Plc on a subordinated basis, are long-dated with a 60-year
maturity. The hybrid securities do not have any cross-default
provisions. BT can opt to defer settlement of interest on the
hybrid securities on a cumulative basis. The hybrid securities are
deeply subordinated obligations ranking senior only to common
shares, pari passu with preference shares, and junior to all senior
and subordinated debt and thus qualify for "basket C", i.e. 50%
equity treatment, for the purpose of calculating Moody's credit
ratios.

The hybrid securities' rating is positioned relative to BT's senior
unsecured and issuer ratings. Thus a change in the senior unsecured
rating of BT or a re-evaluation of the relative notching could
impact the hybrid securities' rating.

Whilst environmental, social, and governance risks are not
meaningful for this rating action, Moody's notes that BT does not
have clearly defined metrics in terms of financial policy.

The negative outlook reflects the projected continued pressure on
BT's top line over the next 18 to 24 months which should translate
into a marginally declining to flat EBITDA and adjusted leverage
remaining at above 3.5x. The outlook could be stabilized if (1)
BT's EBITDA improves driven by improved top line trend and cost
savings, (2) leverage decreases to below 3.5x, and (3) a potential
acceleration of fibre rollout does not put additional pressure on
free cash flow and leverage.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating could arise if underlying operating
performance and cash flow generation substantially improves with
growing revenues and stronger key performance indicators (KPI)
trends leading to a sustainable EBITDA growth trajectory, coupled
with greater visibility in capital spending. Credit metrics that
would support a rating upgrade include RCF/adjusted net debt
sustainably above 22% and adjusted debt/EBITDA not exceeding 2.8x
on a sustained basis.

Downward pressure on the rating could arise if operating
performance remains weaker than expected, or the risks arising from
the pension deficit significantly increases as a result of a
widening in the deficit or actions that could be detrimental for
bondholders, e.g. material subordination risks. Credit metrics that
would support a rating downgrade include RCF/adjusted net debt
sustainably falling below 18% and adjusted debt/EBITDA remaining
above 3.5x on a sustained basis.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was
Telecommunications Service Providers published in January 2017.

BT Group Plc, which operates principally through its 100%-owned
subsidiary British Telecommunications Plc, is the leading provider
of local, long-distance and international telecommunications
services in the UK, and is one of the world's leading providers of
communications solutions and services, operating in more than 180
countries. Following the completion of the acquisition of EE
Limited (EE) in January 2016, BT has also become one of the largest
mobile network operators in the UK.


BT GROUP: Fitch Assigns BB+(EXP) Rating on New EUR500MM Securities
------------------------------------------------------------------
Fitch Ratings assigned BT Group plc's (BBB/Stable) proposed EUR500
million long-dated, subordinated capital securities an expected
rating of 'BB+(EXP)'. The proposed securities qualify for 50%
equity credit. The final rating is contingent on the receipt of
final documents conforming materially to the preliminary
documentation reviewed.

The securities will be issued by British Telecommunications plc and
guaranteed by BT Group plc on a subordinated basis. The notes'
rating and assignment of equity credit are based on Fitch's hybrid
methodology, "Corporate Hybrids Treatment and Notching Criteria"
published on November 11, 2019.

Fitch's base case forecasts for the company envisage that funds
from operations (FFO) adjusted net leverage is likely to
temporarily exceed the 3.2x downgrade threshold for the rating over
the next 12 to 18 months as a result of spectrum payments and lower
free cash flow (FCF) forecasts. The lack of organic deleveraging
capacity leaves BT's rating exposed to operational execution and
competitive market risks. Fitch believes BT is committed to
maintaining a 'BBB' floor to its rating and would take remedial
action if needed. This is an essential factor driving the Stable
Outlook on the Issuer Default Rating (IDR).

KEY RATING DRIVERS

Key Hybrid Features: The expected rating is two notches below BT's
Long-Term IDR and reflects the highly subordinated nature of the
proposed capital securities, their increased loss severity and
heightened risk of non-performance relative to senior obligations.
The capital securities rank senior only to the share capital of BT
Group plc and British Telecommunications plc. The 50% equity credit
reflects the equity-like characteristics of the proposed issue
including subordination, effective maturity of at least five years,
full discretion to defer interest coupon payments, limited events
of default, as well as the absence of material covenants and
look-back provisions.

Effective Maturity Date of Hybrids: BT's prospective securities
have a tenor of 60.5 years. However, Fitch deems the effective
maturity to be 25.5 years from issuance. This is the point when the
company's non-binding, intention to redeem or replace the security
with similar hybrid securities or equity ceases. There will be a
coupon step-up of 25bp from year 10.5 and an additional step-up of
75bp on the date falling 20 years after the relevant first reset
date. The coupon step-ups are not treated as effective maturity
dates under Fitch's criteria due to the cumulative amount of the
step-ups being lower or equal to 1%.

Strong Position In the UK: BT has a strong position in the UK
telecoms market with the ability to deploy convergent products and
services. It has a mobile market share of 28% and a broadband
market share of 35% in the UK. The company is able to optimise
network economics by servicing multiple market segments such as
wholesale, consumer, SME and large corporates. BT is well
positioned to leverage its network capabilities in 5G and in the
long term maximise new technology opportunities arising from
software-defined networks and the application of IP throughout its
network.

Competitive Mature Market: The UK telecoms market is one of the
most structurally competitive in Europe, with at least four major
separate broadband and mobile operators with large market shares
and with some, including BT, requiring significant investments in
content. These factors affect BT's operating margin, which is lower
than the average of the company's western European peer group. The
deployment of new fibre networks in the local loop by alternative
operators may add greater competitive pressure in the wholesale
segment over time.

Evolving Fibre Roll-Out Strategy: BT has raised its ambition to
roll out fibre to 4 million premises from 3 million premises by
March 2021. This could increase to 15 million by the mid-2020s if
there is sufficient visibility on adequate returns from a
regulatory standpoint, progress with the government on aspects of
installation, and an extended tax holiday on the build-out.

The potential broad deployment of fibre infrastructure by competing
network operators, some of whom are wholesale customers, may put
pressure on BT to increase the scale and pace of its roll-out in
the medium term or lower its fibre wholesale prices further. The
severity of the threat is still unclear.

Technology Transition Challenges: The shift from legacy voice, data
and multi-node network products to IP-based products, cloud
applications and software defined networks, have a significant
effect on BT's Business and Global divisions. The industry-wide
transition affects revenue and margins and requires a major change
in the product portfolio and the cost structure of operations. The
negative effects on financial performance as a result of the
transition are likely to continue for the next two years before
growth in new products begins to offset the decline from legacy
products.

Continued Regulatory Pressure: BT's returns on the company's
regulated access division Openreach will continue to decrease over
the next two years, coming closer to the 'allowed' rate of return
set by the regulator. This is expected to have a cumulative price
impact of over GBP1 billion between FYE18 (fiscal year ending
March) and FYE21. While the effects of regulation should decrease
in the long term, the lost revenue is high-margin and will
consequently have a meaningful effect on adjusted EBITDA.

Operational Transformation: BT is part way through an operational
transformation programme, which will incur GBP800 million of
exceptional costs and result in GBP1.5 billion of gross cost
reductions by its third year. The strategy aims to establish
differentiation through customer experience, through being the
best-converged network with an agile business model. The cost
savings may largely be offset by regulatory pricing pressure,
reinvestment competition, and product transition dynamics. The
programme may also need to be extended if competition from local
access providers has a material effect on pricing and wholesale
market share, in Fitch's opinion.

FCF Uncertainties: There are a number of factors that pose a
downside risk to Fitch's base case rating scenario, reducing the
visibility of the evolution of BT's FCF in the short to medium
term. These factors include the potential for higher capex for the
fibre roll-out, greater competition in local access wholesale
services from alternative providers, sustained pricing competition
in the consumer segment as operators compete to maintain market
share. The launch of 5G fixed wireless access products by
mobile-only operators may also add pressure in certain segments of
the broadband market.

Lacking Organic Deleveraging Capacity: Fitch expects BT to be
FCF-negative for at least the next two years. This reflects a
gradual improvement in EBITDA from FYE21, restructuring costs,
one-off pension contributions and high capex levels for spectrum
and broadband investments. Its revised estimates envisage that
FFO-adjusted net leverage will increase to 3.2x in FYE20 and 3.3x
in FYE21 and FYE22 from 2.9x at FYE19. The increase in FYE21 will
breach the downgrade sensitivity for the rating. However, this is
primarily due to Fitch's estimates for spectrum payments and the
company has scope to reduce this to 3.2x in FYE23.

DERIVATION SUMMARY

BT has a strong market position across business and consumer
segments and both fixed and mobile product lines. The company's
regulated local loop access division, Openreach, accounts for about
33% of group adjusted EBITDA and provides strong support to the
company's credit profile.

A competitive UK market environment, regulatory pressures and
pressure exerted by high pension plan recovery payments mean that
downgrade thresholds are set slightly more stringently for BT than
for its peer group of integrated European telecom operators that
are predominantly focused on their domestic markets. This group
includes Royal KPN N.V. (BBB/Stable) and Telecom Italia Spa
(BB+/Stable).

Higher-rated peers such as Deutsche Telekom AG (BBB+/Stable),
Orange SA (BBB+/Stable) and Vodafone Group Plc (BBB/Stable) have
greater scale and geographic diversification, mitigating potential
weaknesses or economic downturns. This diversification also offers
levers to defend financial metrics in the event of leverage
pressure such as asset sales or minority listings. These levers are
more limited at BT.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer
(Non-IFRS 16)

Revenue decline around 2% per year in FYE20, 1% in FYE21 with
slight growth thereafter;

Adjusted EBITDA margin of 31.4% in FYE20, gradually improving to
32% by FY21;

Cash tax of GBP600 million in FYE20 and GBP 500 million in FYE21
(net of pension and specific item benefits);

Annual cash pension contributions included within FFO of GBP900
million per year (pre tax);

Specific items cash flow impact of GBP500 million in FYE20 and in
FYE21;

Stable dividends around GBP1.5 billion per year.

RATING SENSITIVITIES

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

FFO-adjusted net leverage sustainably below 2.7x

Improved organic deleveraging capacity

EBITDA growth reflecting the reduced negative effects from legacy
products and improved operating performance at the company's Global
and Enterprise divisions.

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

A downgrade to 'BBB-' would be likely if FFO-adjusted net leverage
was expected to remain consistently above 3.2x

Deterioration in the key operating and financial metrics at BT's
main operating subsidiaries, or significant risk-taking in relation
to the development of BT Consumer's pay-TV offering would also be
negative.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At FYE19, the company reported unrestricted
cash and equivalents of GBP4.8 billion and access to an undrawn
revolving credit facility of GBP2.1 billion. This provides BT with
sufficient cover for short-term debt as well as payments due in
FY20. Expectations of negative FCF for over the next two to three
years temper an otherwise strong liquidity profile.

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.


INTU: In Fundraising Talks with Hong Kong Property Company
----------------------------------------------------------
Joanna Bourke at Evening Standard reports that shopping centres
owner Intu said it is in talks with a Hong Kong property giant, as
well as its largest shareholder, to join a GBP1 billion
fundraising.  

According to Evening Standard, the cash-strapped Lakeside mall
owner, which has been battered by retailers closing shops or
getting rent cuts through restructures, is looking at a major
equity raise to help pay down its near-GBP4.7 billion debt pile.

Intu, whose shares have plunged nearly 90% in the past year, said
it is "engaged in constructive discussions" with existing and new
investors about the cash call, Evening Standard relates.

It named Hong Kong-listed Link Real Estate Investment Trust as one
of the new potential investors, Evening Standard discloses.

Intu added that property tycoon John Whittaker's Peel Group, which
is the firm's largest shareholder with a 27% stake, is also
involved in the discussions, Evening Standard notes.

The company, as cited by Evening Standard, said there "can be no
certainty that the equity raise will be implemented nor as to the
terms on which any such implementation might occur", but it plans
to update the City at the end of the month when it publishes
full-year results.

Intu, Evening Standard says, is hoping paying down debts will
encourage investors back to the business.


LAYTONS LLP: Obtains Reprieve from Creditors Through CVA
--------------------------------------------------------
John Hyde at Law Gazette reports that Laytons LLP, a commercial
firm with a national presence, says it has secured "breathing
space" through an agreement to stagger payments to creditors over
the next five years.

According to Law Gazette, the firm, which has offices in London,
Guildford and Manchester, says it was let down by two large debtors
in the last quarter of 2019 which caused the business a "temporary
cash flow issue".

But the firm says it has emerged stronger after taking the
"responsible" decision to formally enter into a company voluntary
arrangement with creditors, Law Gazette notes.  Under the terms of
the CVA, Laytons will pay its creditors fully over a period of not
more than 60 months, Law Gazette discloses.

The firm said the proposal was supported by "very detailed and
realistic projections" which demonstrated its ability to meet its
obligations to creditors and to trade profitably, Law Gazette
relates.

According to the CVA, as posted on Companies House, voting on the
proposal was unanimous from creditors, who are collectively owed
around GBP4.36 million, Law Gazette states.  Members also agreed
unanimously to support the proposal, Law Gazette relays.

Following the approval of the CVA, John Abbott has been appointed
chairman and Phil Wildbur restructuring officer, with a new
leadership team also put in place, Law Gazette recounts.


MARSTON'S ISSUER: Fitch Alters Outlook on Class B Notes to Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed Marston's Issuer PLC's class A notes and
liquidity facility at 'BBB' and class B notes at 'BB+'. The agency
has revised the Outlooks to Negative from Stable and withdrawn the
rating of the liquidity facility.

RATING RATIONALE

The ratings reflect the progress on the transformation of Marston's
estate, with an improved quality of tenanted and franchise pubs and
a stable managed estate. The debt structure is robust and benefits
from the standard whole business securitisation (WBS) legal and
structural features and a comprehensive covenant package. Fitch's
rating case free cash flow debt service coverage ratios (FCF DSCRs)
to legal final maturity, at 1.4x for class A and 1.3x for class B
put the ratings under pressure given its negative rating
sensitivities guidance and peers. Fitch compares Marston's ratings
with those of Greene King, Spirit and Mitchells & Butlers (M&B).

The Negative Outlook highlights the exhaustion of the coverage
cushion at the respective rating levels and continued challenging
trading environment accompanied by margin erosion due to numerous
cost challenges.

The liquidity facility's rating has been withdrawn for commercial
reasons.

KEY RATING DRIVERS

Structural Decline but Strong Culture: Industry Profile - Midrange

Operating Environment: 'weaker'

The pub sector in the UK has a long history, but trading
performance for some assets has shown significant weakness in the
past. The sector is exposed to discretionary spending, strong
competition including from the off-trade and various forms of home
or other entertainment, as well as other factors such as minimum
wages, taxes and utility costs. The unclear form of post Brexit
UK-EU trading relationship adds uncertainty.

The statutory pub code introduced the market rent-only option (MRO)
in the tenanted/leased segment in 2016. The MRO breaks the
traditional tied model that requires tenants to buy drinks from the
pubcos, usually in exchange for lower rent. The increases of the
national living wage put margins under pressure. Increased
competition in the eating-out market damages trading.

Barriers to Entry: 'midrange'

Fitch perceives the licencing laws and regulations as moderately
stringent and managed pubs and tenanted pubs as capital intensive.
However, switching costs within the drinking-eating out market are
low, although there may be some positive brand and captive market
effects.

Sustainability: 'midrange'

The sector has been in structural decline for the past three
decades but Fitch expects the strong pub culture in the UK to
persist. The forecasts for mild population growth in the UK are
also credit positive.

Transformed Estate: Company Profile - Midrange

Financial Performance: 'midrange'

Marston's has been progressing well with an effort to transform its
estate, including selling low-performing tenanted pubs, converting
many tenanted pubs to the franchise model, upgrading existing pubs
and offering accommodation to drive additional pub sales.

Company Operations: 'midrange'

Management has been proactive in turning around its tenanted
business including being the first to launch hybrid
tenanted/managed pubs with its franchise agreement model. Many
converted pubs have experienced a double-digit percentage increase
in sales. However, Fitch believes that long-term profit levels
remain uncertain given weak industry fundamentals despite the
turnaround efforts. In contrast, the managed estate is relatively
unchanged.

Transparency: 'midrange'

Information is sufficient to form a view on key trends. The
securitised estate contributes about half of Marston's total
EBITDA, and other than key financial metrics, much of the
information is available on a total estate basis, which reduces
transparency. Financial reporting follows the managed/tenanted
format, without separating out the franchise model pubs.

Dependence on Operator: 'midrange'

Due to the large size of the estate, Fitch does not view operator
replacement as straightforward but it should be possible within a
reasonable period of time.

Asset Quality: 'midrange'

Fitch considers the pubs to be reasonably well-maintained.
Management has previously channelled a portion of disposal proceeds
into debt repayment (repayment of the GBP80.0 million AB facility
in January 2014) and some capital enhancement of the estate.
Marston's spent in the securitisation around 10% of sales on
capital enhancement and maintenance capex, which is above the
covenant level and in line with peers. The secondary market is
reasonably strong, demonstrated by Marston's recently concluded
significant disposals programme and ongoing opportunistic disposals
within the non-core estate.

Standard WBS Structure: Debt Structure - Stronger (Class A),
Junior's Back-Ended Amortisation: Debt Structure - Midrange (Class
B)

Debt Profile: Class A: 'stronger'; Class B: 'midrange'

All debt is fully amortising on a fixed schedule, eliminating
refinancing risk. The class A notes benefit from deferability of
the junior class B notes. Amortisation for the class B notes is
back-ended and their interest-only period is substantial. Both
classes of notes are fixed rate or fully hedged.

Security Package: Class A: 'stronger'; Class B: 'midrange'

Fitch views the security package as 'stronger' for the class A
notes and 'midrange' for the class B notes. The security package is
strong with comprehensive first-ranking fixed and floating charges
over borrower assets. Class A is the senior ranking controlling
creditor, with the class B lower ranking, resulting in a 'midrange'
assessment.

Structural Features: Class A/B: 'stronger'

All standard WBS legal and structural features are present, and the
covenant package is comprehensive. The restricted payment condition
levels are standard, with 1.5x EBITDA DSCR and 1.3x FCF DSCR. The
liquidity facility is covenanted at 18 months' peak debt service.
All counterparties' ratings are at or above the rating of the
highest-rated notes. The issuer is an orphan bankruptcy-remote
special-purpose vehicle.

Financial Profile

Fitch's rating case forecast DSCR averages 1.4x for class A and
1.3x for class B, which is worse than its forecast last year. The
limited coverage cushions, especially at the 'BBB' rating for the
class A notes, have disappeared. The revised forecast now points
towards one-notch lower ratings, although more pronounced for class
A notes.

PEER GROUP

Fitch compares Marston's ratings with those of Greene King, Spirit
and M&B. M&B comprises 100% managed pubs, whereas the other two
transactions comprise managed and tenanted pubs. Managed pubs
generate about 78% of EBITDA for Greene King, close to the
proportion at Spirit. In contrast, Marston's managed division
generates only around 48% of securitisation EBITDA. Fitch considers
a higher proportion of managed pubs to be a stronger feature due to
managed pubs having greater transparency and control. The
contribution per pub in managed and tenanted estate of Marston's is
lower than in Greene King's securitisation.

RATING SENSITIVITIES

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

  - A significant outperformance of the rating case due to strong
growth in the managed or tenanted estate, resulting in consistent
deleveraging, could lead to an upgrade.

  - Fitch could consider an upgrade if its rating case DSCR rises
sustainably to 1.8x for class A and 1.5x for class B.

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

  - A sustained deterioration of the Fitch rating case DSCR below
1.5x for class A and 1.3x for class B could lead to a downgrade.
This could be due to further pub disposals, inability to mitigate
the continued cost pressures or post Brexit UK-EU trading
relationship leading to a weaker economic environment.

TRANSACTION SUMMARY

The transaction is a securitisation of both managed and tenanted
pubs operated by Marston's comprising 277 managed pubs and 827
tenanted pubs as at 28 September 2019.

CREDIT UPDATE

Profits Under Pressure

The securitisation has underperformed Fitch's expectations. The
estate's trailing 12-month EBITDA as of September 28, 2019 was
GBP114.1 million and was 4% below Fitch's rating case forecast. The
decline was mainly caused by the 2.8% decline in the weighted
average number of pubs in the securitisation and margin
compression, particularly due to cost headwinds.

The performance of wet-led pubs was good despite relatively strong
comparatives, which included 2018 FIFA world cup in Russia and a
hot summer. Taverns, Marston's community and independently run
pubs, achieved like-for-like (LfL) sales growth of 1.9% benefiting
from consumer trends including engagement experiences and
premiumisation. The performance of food-let pubs was subdued due to
high competition in the he casual dining market as a consequence of
sector oversupply and extensive price discounting. Marston's
destination and premium pubs LfL sales remained effectively flat
with growth of 0.1%. Business rate increases had limited impact but
Marston's remained heavily exposed to increased labour costs. The
overall number of markets rent only agreements remained small.

Disposal of Non-core Assets

Marston's has continued to manage the quality of its portfolio
through disposal of non-core pubs. During the year ending September
28, 2019, the securitisation sold 25 tenanted and two managed pubs.
No pubs were acquired and no pubs converted from managed to
tenanted. After the end of the financial year, in November 2019,
Marston's disposed 137 pubs for GBP44.9 million to Admiral Taverns.
The assets disposed were smaller wet-led leased, tenanted and
franchised non-core pubs. The disposed pubs contributed EBITDA of
GBP4.8 million for the year ending 28 September 2019. Fitch
understands that majority of the pubs sold were from the
securitisation and that Marston's achieved favourable sale
multiples. There are restrictions within the securitisation on the
use of the disposal proceeds but there is a level of execution risk
if the cash is used for capex rather than prepayments. Fitch
expects further disposals to be opportunistic.

Novation of Liquidity Facility

In August 2019, the issuer novated the liquidity facility to HSBC
Bank PLC (A+/Stable/F1+) from NatWest Markets PLC (A/Stable/F1).
The definition of minimum short-term ratings was amended so that
the minimum unsecured, unsubordinated and unguaranteed short-term
debt obligations are stated to be at least 'F2' by Fitch. The
commitment fee payable by the issuer increased compared with
previous pricing.

Following the completion of the novation, the issuer fully repaid
the liquidity facility. The facility was drawn down and held on
designated bank account following a downgrade of the previous
liquidity facility provider. Fitch considers the novation and the
changes as broadly credit neutral although marginally increasing
the debt service.

Metrics Above Covenant Levels

Reported metrics for securitisation remain above covenant levels.
At September 28, 2019, the FCF DSCR for the relevant period and for
the relevant year was 1.5x. Both the debt service covenant and
restricted payment conditions were satisfied.

UK Decision to Leave the EU

The UK left the EU with a withdrawal agreement on January 31, 2020.
Uncertainty regarding the future UK-EU relationship persists and
the risk of a disruptive 'cliff-edge' departure at end-December
2020 from UK's current trading relationship with the EU has not
disappeared.

It is possible that pub operators' performance could be negatively
impacted by the UK's departure from the EU if it leads to a weaker
economic environment for the UK. The patronage of pubs could
decline as a result of falling consumer confidence and lower
disposable income. In addition, if tariffs are introduced, this
could lead indirectly to further inflationary pressures on the
company's cost base.

Fitch Cases

Fitch has assumed among other things that the number of managed and
tenanted pubs in the portfolio will remain stable. Overall, the
Fitch rating case assumes a combined estate EBITDA 16-year CAGR to
final maturity of the notes of 0.5% and marginally declining FCF.

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.

PREMIER OIL: Majority of Lenders Back US$2.9-Bil. Refinancing
-------------------------------------------------------------
Nathalie Thomas at The Financial Times reports that Premier Oil has
secured backing from a majority of its lenders for a US$2.9 billion
refinancing but a Hong Kong hedge fund that has opposed the
company's plan in court has insisted the battle is not yet over.

According to the FT, the North Sea oil and gas company secured more
than the 75% of votes it required in the Feb. 12 ballot in favor of
the refinancing, which will give it an extra two and a half years
of breathing space on its US$2.9 billion of credit facilities, not
all of which are drawn down.  Premier's debt is estimated at around
US$2.4 billion, the FT states.

Following the refinancing, the company plans to launch a US$500
million equity raise to fund US$871 million of acquisitions in the
North Sea from BP and the Korean National Oil Corporation (KNOC),
which were announced last month and include stakes in the Andrew
area group of fields, the FT discloses.

However, the FTSE 250 company continues to face opposition to its
plans from a US$3.7 billion Hong Kong-based hedge fund, which is
both its biggest lender and has a giant short position in its
shares, the FT notes.

The hedge fund, Asia Research and Capital Management, said on Feb.
12 that the refinancing would not become effective unless it is
sanctioned at a court hearing in Edinburgh scheduled for
March 17, the FT relates.

The fund, led by Hong Kong-based Alp Ercil, has in the past month
published a series of questions about Premier Oil's plans, which
centre on concerns about the company's costs of servicing its still
"excessive" debt and the quality of the acquisitions, which ARCM
believes, would increase Premier's liabilities for decommissioning
fields at the end of their producing life, the FT relays.



WHSMITH: Seeks to Renegotiate Rate Payments with Landlords
----------------------------------------------------------
Ava Szajna-Hopgood at Retail Gazette reports that WHSmith is
considering asking landlords to allow its rents to be paid in
arrears.

The book, magazine and stationery retailer has around 300 leases
coming up for renewal, Retail Gazette discloses.

WHSmith will ask landlords to switch from the industry standard of
receiving payments in advance to receiving rents in arrears, Retail
Gazette relays, citing The Sunday Times.

The move will help the retailer's cashflow, Retail Gazette states.

Last month, WHSmith revealed its high street sales were down 5% in
the 20 weeks to January 18, while its travel arm saw revenue rise
19%, Retail Gazette recounts.

"Our high street strategy continues to deliver through continued
gross margin gains and tight cost control," Retail Gazette quotes
chief executive Carl Cowling as saying in light of the trading
results.

Last year, WHSmith achieved an average rent cut of 35% on leases
that came up for renewal, Retail Gazette states.

The retailer is currently paying in arrears on a handful of high
street stores, according to Retail Gazette.

WHSmith is the latest in a series of retailers looking to ease the
weight of the industry's high street woes by renegotiating with
landlords, Retail Gazette notes.


[*] UK: One in Five Large Scottish Firms Financially Stressed
-------------------------------------------------------------
Scott Reid at The Scotsman reports that one in five large
businesses in Scotland is "financially stressed" with the situation
unlikely to improve until a post-Brexit trade deal can be thrashed
out, a report today suggests.

Despite the negative trend, Scotland compares favourably to the
rest of the UK, where a slightly higher percentage of businesses
(24% versus 21%) are suffering financial stress and 4% are facing
"acute financial distress" (3% in Scotland), The Scotsman relays,
citing the KPMG study.

Examining the filings of businesses with revenues in excess of
GBP10 million, the firm's analysis reveals that the sectors bearing
the greatest number of companies in financial stress and distress
are business services, building and construction, consumer
production, leisure and hospitality, and industrial manufacturing,
The Scotsman discloses.

According to The Scotsman, Alan Flower, head of KPMG's
restructuring advisory team in Scotland, said: "No doubt Brexit
uncertainty has had its impact on these results and despite recent
progress on that front, until a trade deal is done, the impact
assessed and then its operation experienced, uncertainty is going
to be the new norm."

"The well-publicized problems in retail and casual dining are
undoubtedly at the heart of the consumer markets and leisure and
hospitality sectors appearing on the list of sectors whose
performance has declined.  But notwithstanding this broad analysis,
well-run businesses that identify issues early and take action will
always succeed despite macro-economic or sectoral issues faced."

Consumer production (one in four) and leisure and hospitality (one
in three) were found to be the sectors with the highest proportions
of stress, The Scotsman discloses.  According to The Scotsman, KPMG
noted that both industries have witnessed a marked increase in
stress since 2017.

Meanwhile, the report added business services and industrial
manufacturing are showing stress in line with the Scottish average
(one in five) and are tracking "largely flat" against the previous
year's results, The Scotsman notes.

Only the building and construction sector is showing a lower
proportion of businesses in stress than the Scottish average (one
in six) and an improvement from the previous year, The Scotsman
states.



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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-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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