/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/200221.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 Friday, February 21, 2020, Vol. 21, No. 38 Headlines C R O A T I A CROATIAN BANK: Moody's Withdraws Ba2 Foreign Currency Issuer Rating F R A N C E VALLOUREC: S&P Puts 'B-' ICR on Watch Pos. on Capital Increase I R E L A N D ST. PAUL XII: Fitch Assigns B-(EXP) Rating on Class F Debt [*] IRELAND: Examinership Saved Almost 600 Jobs in 2019 I T A L Y BANCO BPM: Moody's Assigns (P)B1 Rating on Sr. Debt Programme R O M A N I A GARANTI BANK: Fitch Affirms BB- LongTerm IDR, Outlook Stable R U S S I A O1 PROPERTIES: S&P Lowers ICR to 'CCC-', On Watch Negative S P A I N BAHIA DE LAS ISLETAS: S&P Lowers ICR to 'B', Outlook Stable U N I T E D K I N G D O M FERGUSON SHIPYARD: Forced Into Administration by Scottish Gov't HONESTJOHN.CO.UK: Heycar Buys Business Out of Administration LAURA ASHLEY: Incurs GBP4MM Half-Year Loss After Sales Plunged LAURA ASHLEY: Obtains Financial Lifeline from Wells Fargo MICRO FOCUS: Moody's Affirms B1 CFR & Alters Outlook to Stable SEADRILL PARTNERS: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg SIRIUS MINERALS: Anglo American Defends Rescue Bid X X X X X X X X [*] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power - - - - - ============= C R O A T I A ============= CROATIAN BANK: Moody's Withdraws Ba2 Foreign Currency Issuer Rating ------------------------------------------------------------------- Moody's Investors Service withdrawn all of its ratings for Croatian Bank for Reconstruction & Develop for its own business reasons, including the bank's Ba2 foreign currency issuer rating. At the time of the withdrawal, HBOR's long-term foreign currency issuer rating carried a positive outlook. RATINGS RATIONALE Moody's decided to withdraw the ratings for its own business reasons. LIST OF ALL AFFECTED RATINGS Issuer: Croatian Bank for Reconstruction & Develop. Withdrawals: Long-term Issuer Rating, previously rated Ba2, Outlook Changed To Rating Withdrawn from Positive Backed Senior Unsecured MTN Program, previously rated (P)Ba2 Outlook Action: Outlook Changed To Rating Withdrawn from Positive =========== F R A N C E =========== VALLOUREC: S&P Puts 'B-' ICR on Watch Pos. on Capital Increase -------------------------------------------------------------- S&P Global Ratings placed its 'B-' ratings on French steel tubes producer Vallourec and its debt on CreditWatch with positive implications. S&P believes Vallourec's efforts to reduce net debt will lead to a more sustainable capital structure and improved liquidity. S&P said, "After a few years of material debt increase (As of Dec. 31, 2019, net debt was EUR2 billion), the company decided to reduce its net debt burden via an EUR800 million rights issue. Therefore, under our base-case, assuming adjusted EBITDA of about EUR500 million, we estimate adjusted leverage of 3.0x-3.5x for 2020, compared with about 7x under the existing capital structure as of Dec. 31, 2019. We note that the company completed a similar EUR1 billion equity increase back in 2016, but challenging markets and restructuring program implementation consumed most the proceeds. "We expect the capital increase will be completed after the extraordinary shareholder meeting (EGM) on April 6, 2020. "We understand core shareholders Bpifrance and Nippon Steel Corp. (both with a 15% stake) are fully supportive of the proposal, and the company's bank syndicate is committed to underwrite the full balance of the rights issue. We also view Vallourec's lender group commitment to provide a new EUR800 million four-year unsecured revolving credit facility (RCF; fully undrawn at close) upon the transaction close, as positive, because this will alleviate any liquidity pressures over the next 12 months and beyond." S&P expects Vallourec's earnings momentum will remain favourable. The company reported significantly improved full-year 2019 EBITDA of close to EUR350 million, up from EUR150 million in 2018. This was thanks to recovering international markets, improving pricing and mix, favorable iron ore mine contribution, and efficiency savings from its transformation plan. S&P said, "Looking to 2020, we expect the rebound in the company's Brazilian activities in fourth-quarter 2019 will allow Vallourec to achieve its EUR500 million EBITDA target, which is a key rating driver. We believe the company benefits from a very strong competitive position in the region as the sole significant domestic seamless tubes provider for key companies such as Petrobras, TechnipFMC, and Royal Dutch Shell, resulting in good order book visibility for at least the next 12 months (offshore well count will increase materially year on year). In our view, such momentum, together with the company's continued cost cutting initiatives, should more than offset the slowdown in U.S. shale activity." S&P believes Vallourec is on track to achieve its earnings and free operating cash flow (FOCF) targets. An upgrade would be contingent on the company achieving EBITDA of EUR500 million in 2020, with further improvements thereafter. S&P said, "In this respect, we view Vallourec's expectation of EUR500 million EBITDA for the year as positive. We believe such profitability would allow the company to generate positive FOCF, supported by a EUR50 million reduction in pro-forma cash interest expenses. We think FOCF of EUR50 million-EUR100 million in the coming years would be much more meaningful under the new capital structure, and allow Vallourec to support more rapid net-debt reduction." The outbreak of the 2019 novel corona virus (COVID-19, formerly known as 2019-nCoV) raises some uncertainty. S&P said, "At this stage, we do not factor any negative implications from the outbreak into our rating on Vallourec. In our view, if the virus spread is not curtailed as expected, we will likely see some production and supply chain disruptions in the company's Chinese operations (25% of total rolling capacity). After the Chinese New Year holidays, Vallourec Tianda resumed most of its operations one week later than usual, running at 70% capacity. While there continues to be high uncertainty about the rate of spread and timing of the peak of the coronavirus, modeling by academics with expertise in epidemiology indicate a likely range for the peak between late-February and June. However, for the purpose of assessing the economic and credit implications of the outbreak, we assume the outbreak will be contained in March. Therefore, if contained in March as assumed, the company would be able to progressively catch up with production and shipments in second-quarter 2020. "We expect to resolve the CreditWatch once the transaction is completed in early May, at which point we could raise the rating by one notch. In our view, further rating improvement will be subject to the company's ability to build a track-record from its improved business model, in particular demonstrating less volatile earnings and adjusted debt to EBITDA below 4x at the low point of the cycle." ============= I R E L A N D ============= ST. PAUL XII: Fitch Assigns B-(EXP) Rating on Class F Debt ---------------------------------------------------------- Fitch Ratings assigned St. Paul's CLO XII DAC expected ratings. Final ratings are contingent on the receipt of final documents conforming to information already reviewed. RATING ACTIONS St. Paul's CLO XII DAC Class A XS2120080101; LT AAA(EXP)sf; Expected Rating Class B-1 XS2120081091; LT AA(EXP)sf; Expected Rating Class B-2 XS2120081760; LT AA(EXP)sf; Expected Rating Class C-1 XS2120082495; LT A(EXP)sf; Expected Rating Class C-2 XS2120083030; LT A(EXP)sf; Expected Rating Class D XS2120083626; LT BBB-(EXP)sf; Expected Rating Class E XS2120083543; LT BB-(EXP)sf; Expected Rating Class F XS2120084350; LT B-(EXP)sf; Expected Rating Subordinated XS2120084434; LT NR(EXP)sf; Expected Rating Class X XS2120079863; LT AAA(EXP)sf; Expected Rating Class Z XS2122486900; LT NR(EXP)sf; Expected Rating TRANSACTION SUMMARY St. Paul's CLO XII DAC is a cash flow collateralised loan obligation (CLO). Net proceeds from the notes will be used to purchase a EUR400 million portfolio of mainly euro-denominated leveraged loans and bonds. The transaction will have a 4.5-year reinvestment period and a weighted average life of 8.5 years. The portfolio of assets will be managed by Intermediate Capital Managers Limited. KEY RATING DRIVERS 'B'/'B-' Portfolio Credit Quality: Fitch places the average credit quality of obligors in the 'B'/'B-' range. The Fitch weighted average rating factor (WARF) of the identified portfolio is 33.1. High Recovery Expectations: Senior secured obligations will comprise a minimum of 95% of the portfolio. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 68.1%. Diversified Asset Portfolio: The covenanted maximum exposure of the top 10 largest obligors for assigning the expected ratings is 20% of the portfolio balance. The transaction also includes various concentration limits, including the maximum exposure to the three largest (Fitch-defined) industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management: The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Analysis: Fitch used a customised proprietary cash flow model to replicate the principal and interest waterfalls, and the various structural features of the transaction. Fitch also used the model to assess the effectiveness of the transaction's features, including the structural protection provided by excess spread diverted through the par value and interest coverage tests. RATING SENSITIVITIES A 125% default multiplier applied to the portfolio's mean default rate, and with this increase added to all rating default levels, would lead to a downgrade of up to two notches for the rated notes. A 25% reduction in recovery rates would lead to a downgrade of up to four notches for the class E notes and a downgrade of up to three notches for the other rated notes. [*] IRELAND: Examinership Saved Almost 600 Jobs in 2019 ------------------------------------------------------- Peter Hamilton at The Irish Times, citing figures compiled by professional services firm Baker Tilly, reports that the corporate rescue process of examinership saved almost 600 jobs last year across 19 different companies. According to The Irish Times, the 598 jobs saved represents a 20% increase on the previous year as viable businesses availed of the process whereby court protection is obtained to assist the survival of a company. Baker Tilly, in its examinership index, estimated that the savings to the State were in excess of EUR2.6 million as a result of averted claims for wage arrears, holiday pay, minimum notice and statutory redundancy payments, The Irish Times states. Amongst the companies saved from collapse last year was PBR Restaurants Limited, the company behind Fish Shack Cafe and Ouzos restaurant; Median Health Services, a provider of pharmacy services and nursing home care; and Shaw Academy Limited, an online education platform, The Irish Times discloses. ========= I T A L Y ========= BANCO BPM: Moody's Assigns (P)B1 Rating on Sr. Debt Programme ------------------------------------------------------------- Moody's Investors Service assigned a (P)B1 rating to the senior non-preferred debt programme of Banco BPM S.p.A. Non-preferred senior notes, referred to as "junior senior" unsecured notes by Moody's, will rank junior to senior preferred notes and senior to dated subordinated notes. RATINGS RATIONALE The (P)B1 rating assigned to Banco BPM's junior senior unsecured debt programme reflects (1) the bank's ba3 standalone Baseline Credit Assessment (BCA); (2) high loss-given-failure for junior senior unsecured instruments, which results in a one-notch downward adjustment from the BCA; and (3) a low probability of government support, which results in no further uplift. According to Italian legislation, the notes have to be explicitly designated as senior unsecured non-preferred in the documentation. They will thereby rank junior to other senior unsecured obligations, including senior unsecured debt, and senior to subordinated debt in resolution and insolvency. Given that the purpose of the junior senior notes is to provide additional loss absorption and improve the ability of authorities to resolve ailing banks, government support for these instruments is unlikely, in Moody's view. The rating agency therefore attributes a low probability of government support to Banco BPM's junior senior notes, which does not result in any further uplift to the rating. Banco BPM's standalone BCA at ba3 reflects: (1) the bank's improving but still-weak asset quality with stock of problem loans accounting for 9.1% of gross loans at year-end 2019; (2) the moderate capitalisation with a fully loaded Common Equity Tier 1 ratio of 12.8% (post dividend distribution) as of December 2019; (3) weak profitability and (4) the bank's good funding and liquidity profiles. OUTLOOK Junior senior unsecured debt ratings do not carry outlooks. WHAT COULD MOVE THE RATINGS UP/DOWN Banco BPM's junior senior debt programme rating of (P)B1 would be upgraded or downgraded together with any upgrade or downgrade of Banco BPM's BCA. The standalone BCA of Banco BPM could be upgraded if the group were to achieve a further material reduction in the stock of problem loans while improving its profit generation capacity and capital. An upgrade of the BCA would likely result in an upgrade of all of the bank's ratings. A downgrade of the BCA could be triggered by a deterioration in the bank's asset risk or by material reported losses. Any deterioration in the bank's liquidity, which is currently sound, could also result in a downgrade of the BCA. The junior senior unsecured rating could also be upgraded if Banco BPM were to increase the current cushions of Tier 2 over the long term or issue higher-than-expected amounts of junior senior notes. LIST OF ASSIGNED RATINGS Issuer: Banco BPM S.p.A. Assignments: Junior Senior Unsecured Medium-Term Note Program , assigned (P)B1 Junior Senior Unsecured Regular Bond/Debenture , assigned B1 PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks Methodology published in November 2019. ============= R O M A N I A ============= GARANTI BANK: Fitch Affirms BB- LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings affirmed Garanti Bank S.A.'s Long-Term Issuer Default Rating at 'BB-' with a Stable Outlook and Viability Rating at 'bb-'. KEY RATING DRIVERS IDRS AND VR The IDRs of GBR are driven by its standalone profile as reflected in its VR. The VR reflects the bank's limited size and franchise in Romania, adequate earnings and asset quality, sound funding and liquidity and improved capitalisation. In its view GBR is sufficiently independent from its direct parent, Turkiye Garanti Bankasi A.S. (TGB, B+/Stable), and internal and regulatory restrictions on capital and funding transfers are sufficiently strict to allow for GBR to be rated above TGB. GBR operates a balanced, retail and SME banking business model, with limited pricing power given its position as a small player in the sector. The bank targets moderate loan growth, but over the last year efforts to reduce depositor concentrations and improve the funding structure took precedence. In addition, expansion in the retail segment has become more difficult given more conservative affordability limits imposed across the sector. Substantial risk reduction has led to acceptable asset quality metrics (non-performing exposures ratio of 3.8% at end-1H19 according to European Banking Authority methodology; 64% coverage by stage 3 reserves), broadly in line with larger peers'. The bank's direct exposure to Turkish entities represents a small part of the loan book, which has performed well to date despite a volatile Turkish economy. Fitch expects some pressure on impaired loans as the domestic economy slows, but this should be mitigated by reasonable underwriting standards and tighter risk controls implemented at GBR over the last two-three years. The bank reported a 20% increase in net earnings in 1H19 and Fitch expects broadly stable earnings developments for 2019, underpinned by benign operating conditions, with low unemployment and rates, recoveries on reserved exposures, and a moderate bank tax impact. Over the medium term, rising fiscal and external imbalances pose a risk to economic prospects in Romania which, in turn, may worsen operating conditions for GBR. Capitalisation is solid and has been built up over the last three years through internal capital generation. GBR's Tier 1 ratio of 18.4% at end-1H19 was broadly in line with the sector's 17.7% median. Capitalisation is well in excess of the conservatively set regulatory requirements. Its assessment of capital adequacy also considers GBR's small overall capital base and significant single-name loan concentration in the context of rated local peers. GBR funds itself largely through deposits, and efforts were deployed over the last year to improve their stability. Available liquidity is adequate with cash (excluding mandatory reserves), exposures to central banks, overnight bank deposits, unpledged securities and an unused liquidity line from the parent representing 34% of total assets and 44% of customer deposits at end-1H19. Support Rating GBR's Support Rating (SR) is anchored by the 'A' IDR of Banco Bilbao Vizcaya Argentaria (BBVA), TGB's majority and controlling shareholder, which Fitch views as the ultimate source of support. GBR's SR indicates a limited probability of institutional support from BBVA due to the low strategic importance of the Romanian operations for the BBVA group. Fitch would not expect BBVA to support GBR over and above the support it would extend to TGB. Hence TGB's IDR of 'B+', which incorporates Fitch's view of the risk of government intervention in the Turkish banking sector, constrains its assessment of support available to GBR at the 'B+' level. This corresponds to a SR of '4'. RATING SENSITIVITIES GBR's IDRs are mainly sensitive to changes in the VR. The VR is mainly sensitive to sharp deterioration in asset quality or earnings. An upgrade of the VR would require a strengthening of the bank's franchise and a record of profitable growth while maintaining adequate asset quality and capital metrics. An upgrade would also depend on GBR's credit profile remaining independent from that of TGB. The presence of contagion risk means that GBR's VR and IDRs could be sensitive to a further downgrade of TGB's Long-Term IDR. Contagion risk usually limits the potential uplift of a subsidiary's VR from the parent's Long-Term IDR to a maximum of three notches under its criteria. GBR's SR is primarily sensitive to changes in TGB's rating, or to an increase in GBR's strategic importance for BBVA, which Fitch views as unlikely. In the unlikely case of a multi-notch upgrade of TGB's Long-Term IDR, or increased importance of GBR's strategic importance for BBVA, Fitch could upgrade GBR's Long-Term IDR, allowing for the flow of institutional support. A hypothetical change in ownership of the bank could affect support considerations and potentially lead to a change in GBR's IDR and SR. GBR's Short-Term IDR of 'B' corresponds to a Long-Term IDR between 'BB+' and 'B-' and will only change if the Long-Term IDR moves outside this range. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS GBR's SR is driven by support from BBVA. ESG CONSIDERATIONS 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 GBR, either due to their nature or to the way in which they are being managed. =========== R U S S I A =========== O1 PROPERTIES: S&P Lowers ICR to 'CCC-', On Watch Negative ---------------------------------------------------------- S&P Global Ratings lowered the long-term issuer credit rating on O1 Properties Ltd. (O1) by one notch to 'CCC-' from 'CCC' and placed it on CreditWatch with negative implications and lowered the issue ratings to 'CC' from 'CCC-'. S&P said, "Contrary to our previous expectations, O1 has failed to extend its mezzanine debt maturity, increasing the chances of a default. The downgrade reflects our view that the probability of O1's payment default on its about $145 million mezzanine loan due at the end of April 2020 has materially increased." This is because O1 has so far failed to obtain mezzanine lenders' consent to a final maturity extension and change of ownership solicitation, which happened in July 2018 when private company Riverstretch Trading and Investments (RT&I) became the major shareholder of O1. Previously, O1 had received consent from the Eurobond holder and secured debt lenders. O1's capacity to repay debt from its own cash flows or through raising new debt is virtually nonexistent. S&P understands that O1 does not have capacity to repay the mezzanine facility from its own cash, given its negative operating cash flows in the past three quarters. O1's operating cash flows are pressured by high interest expenses on about $3.2 billion of S&P Global Ratings-adjusted debt. This is despite the favorable supply-demand balance in the Moscow office market, where Class A property vacancies declined to 9.4% in the first nine months of 2019 compared with 13.0% a year before, and Class A Russian ruble-denominated rents increased by 2.5% year on year, according to real estate services firm Colliers. O1's operating performance remains supported by the good quality and favorable locations of its assets in Moscow's Central Business District. S&P said, "As of year-end 2019, we estimate O1 had a low cash balance of about $35 million, which is just a fraction of its upcoming maturities. Furthermore, we believe that O1's capacity to raise new debt to refinance the mezzanine loan is currently very limited given its very aggressive adjusted debt to debt plus equity ratio of 93.6% at the end of first-half 2019 (compared with about 90% at year-end 2018) and tight or nonexistent covenant headroom." S&P said, "In our view, absent currently unanticipated favorable developments, a default or distressed exchange is inevitable in the next few months. We understand O1 currently lacks viable options to repay the mezzanine loan and, without unanticipated positive developments, a default or distressed exchange is virtually certain." Furthermore, a default on the mezzanine loan would likely trigger a cross default on most of O1's debt, including the EUR350 million Eurobond and part of its secured debt. This increases the chances of a near-term default, distressed exchange, and possibly bankruptcy. O1's unsecured notes (Eurobond) are rated one notch below the long-term issuer credit rating due to a high share of priority liabilities. S&P continues to rate O1 Properties' senior unsecured notes one notch below the issuer credit rating, since they rank behind a significant amount of debt secured by asset pledges. O1's reported capital structure consisted of $2,167 million of debt secured by investment property and investment property under construction, which represented about 70% of the total reported debt (including the mezzanine loan) as of June 30, 2019, (the most recent reporting period). S&P said, "We expect to resolve the CreditWatch at the beginning of April, after obtaining more clarity on the chances of O1 being able to repay or extend the maturity of its mezzanine loan. We would downgrade O1 if the chances of default or distressed exchange increase, due to the mezzanine loan coming due without secured repayment sources." ========= S P A I N ========= BAHIA DE LAS ISLETAS: S&P Lowers ICR to 'B', Outlook Stable ----------------------------------------------------------- S&P Global Ratings lowered to 'B' from 'B+' its issuer credit ratings on Bahia de las Isletas S.L. (Bahia) and its core subsidiary Naviera Armas (Naviera). At the same time S&P lowered the issue ratings on Bahia's senior-secured debt to 'B' from 'BB-' and revised the recovery ratings to '3' from '2', indicating its expectation of meaningful recovery of 50%-70% (rounded: 60%). Bahia de las Isletas S.L.'s (Bahia's) cash flow generation remains constrained, while the company's credit measures, although gradually improving, will remain commensurate with its highly leveraged financial profile and the 'B' rating. S&P said, "We believe that, in 2019, ferry company Bahia will underperform against our previous EBITDA forecast by EUR30 million-EUR40 million. We forecast it will generate reported EBITDA (pre-International Financial Reporting Standards [IFRS] 16) of only about EUR55 million, due to intensified competition on certain ferry routes, ramp up costs for new lines not covered by the corresponding revenue, and extraordinary payments under the FRS agreement. Furthermore, we expect synergy gains will fall short of our previous forecast of about EUR30 million, with only EUR11 million achieved in the first nine months of 2019. While Bahia is reorganizing its fleet and routes in an attempt to restore profitability, we expect lack of momentum in passenger freight volume growth, coupled with slow realization of synergies, will constrain EBITDA and operating cash flow generation, reducing capacity to pre-repay debt in 2020. We now expect EBITDA (pre-IFRS) of EUR90 million-EUR100 million in 2020 and EUR110 million-EUR120 million in 2021, and adjusted debt-to-EBITDA of about 7.0x this year, potentially improving toward 6.0x in 2021." Higher fuel prices because of International Maritime Organization (IMO) 2020 regulations should not materially affect Bahia's earnings. Following its acquisition of Trasmediterranea S.A., Bahia now derives about 35% of revenue from the freight cargo business, complemented by in-land logistic operations performed by its truck fleet of more than 500 vehicles, which is the largest in Spain. S&P said, "We view the freight cargo business as more predictable than the passenger ferry business because most contracts have pass-through clauses that protect the company from fuel cost inflation. Therefore, we expect cargo customers will cover fuel price increases stemming from the new IMO 2020 regulation requiring sulfur emissions to be reduced to 0.5% from January 2020 (versus 3.5% previously). Demand for passenger services has a higher ticket-price elasticity, in our view, but we expect the new regulation will not materially affect the company's earnings. This is because 60% of Bahia's passengers are residents that have their tickets subsidized by the Spanish government, while the remaining 40% are nonresidents typically travelling for leisure and as part of an annual religious movement, whose spending behavior we consider less sensitive to price increases. We expect Spanish ferry peers will follow an IMO 2020-compliance strategy similar to that of Bahia, based on the use of exhaust gas cleaning systems (scrubbers; enabling ships to continue using the less-expensive heavy bunker fuel) and the pass through of more expensive low-sulfur fuel to customers via higher ticket prices." S&P said, "We believe Bahia has limited capacity to generate excess cash flows, and expansionary and IMO2020 compliance-related investments in scrubbers will increase debt. We forecast annual maintenance capital expenditure (capex) will remain at EUR30 million-EUR35 million in 2020 and 2021, and will be covered by free operating cash flow (FOCF). Expansionary- and compliance-related capex over 2019-2021, will, however, increase Bahia's debt. To comply with IMO 2020 regulations and to keep up with its closest peers, Bahia will retrofit some of its ferries with scrubbers via a total debt-funded capital investment of EUR65 million-EUR70 million over 2020-2021. This is in addition to significant expansionary capex in 2019 of about EUR55 million to acquire three new ferries (to be kept outside the consolidation scope) partly offset by the disposal of one vessel. We understand that Bahia will not pursue any further material discretionary investments in 2020-2021, considering its current fleet is well-placed compared with its peers." The integration of less-profitable Trasmediterranea, aggravated by operating underperformance in 2019, leads to weaker profitability, which weighs on our assessment of Bahia's business profile. S&P said, "We forecast Bahia's adjusted EBITDA margin will deteriorate to 13%-15% in 2019, including the 12-month consolidation of Trasmediterranea. This compares with an EBITDA margin of 32% in 2017 for Bahia's core subsidiary Naviera Armas (Naviera) prior to the Trasmediterranea acquisition. Trasmediterranea's focus on the Strait of Gibraltar and Balearic Islands, regions with more pronounced seasonality patterns and competition than the Canary Islands, as well as its less efficient operating model and higher exposure to swings in fuel prices because of less comprehensive hedging than Naviera, weigh on the combined group's profitability. We understand that management has accelerated measures aimed at partly restoring EBITDA margins. We acknowledge the progress made in aligning Trasmediterranea's fuel hedge ratios with Naviera's pre-acquisition hedge levels making up for 60%-80% of the company's forward fuel consumption. This should improve visibility regarding the group's fuel expenditure for 2020. Furthermore, we believe Bahia will realize integration synergies thanks to, for example, route network optimization, personnel restructuring to eliminate duplicated tasks, and rationalization in other areas such as branch network, purchase and repairs, marketing, insurance, and audit." If implemented effectively, and all else being equal, these measures could improve Bahia's adjusted EBITDA margins to 20%-24% by 2021. Bahia's focus market has more favorable fundamentals than those of the traditional shipping industry. This is because of generally more stable demand and pricing, as well as lower capital intensity. While S&P views the overall ferry industry as mature and competitive, it considers competition among ferry operators in Spain as less intense and more rational than in Italy where, for example, Bahia's rated peer, Moby SpA (SD/--/--) operates. This is due to, among other factors, a more balanced distribution of market shares by route. =========================== U N I T E D K I N G D O M =========================== FERGUSON SHIPYARD: Forced Into Administration by Scottish Gov't --------------------------------------------------------------- Chris McCall at The Scotsman reports that a troubled Clyde shipyard was "forced into administration" by the Scottish Government without giving the private sector time to save it, a dossier compiled by its former owner has claimed. Fergusons, the last yard in Scotland still handling non-defence orders, was nationalized by Holyrood ministers late last year after a contract to build two new ferries was beset by massive delays and cost overruns, The Scotsman recounts. Jim McColl, the Monaco-based billionaire who took charge of the shipyard in 2014 through his Clyde Blowers company, has been critical of how the Scottish Government has handled the debacle, The Scotsman notes. According to The Scotsman, a dossier, compiled by a QC on McColl's behalf, has now claimed Nicola Sturgeon's failure to mediate between Fergusons bosses and government quango Caledonian Maritime Assets Ltd (CMAL) led to the yard's collapse and left taxpayers picking up the bill. The document suggests ministers were wrong to reject a shared ownership rescue plan on legal grounds, The Scotsman states. It said a proposal by Mr. McColl to split additional costs 50-50 with the Scottish Government could have saved taxpayers GBP120 million, The Scotsman relays. "The Scottish Government did not save this yard from administration, they forced it into administration by repeatedly refusing to instruct CMAL to engage in reasonable requests for mediation," the document, seen by the Scottish Daily Mail, as cited by The Scotsman, said. A Scottish Government spokeswoman said ministers would soon be providing a detailed response to Mr. McColl's committee evidence, which included a number of points it did not recognize, The Scotsman discloses. HONESTJOHN.CO.UK: Heycar Buys Business Out of Administration ------------------------------------------------------------ Business Sale reports that online used car service Heycar has purchased the independent motoring advice website HonestJohn.co.uk from administrators for an undisclosed sum. Peterborough-based HonestJohn.co.uk went into administration last month after encountering cash flow difficulties, appointing Miles Needham -- miles.needham@frpadvisory.com -- and Simon Carvill-Biggs -- simon.carvill-biggs@frpadvisory.com -- of advisory firm FRP, Business Sale relates. Messrs. Needham and Carvill-Biggs have subsequently led the sale to Heycar, Business Sale discloses. The business was sold as a going concern and no jobs were lost, Business Sale notes. HonestJohn.co.uk's most recent accounts, for the year ending December 31 2018, show it holding assets of over GBP300,000, with retained earnings for the year at nearly GBP67,000, Business Sale states. HonestJohn.co.uk has been operating for around two decades and has millions of site visitors. Heycar was launched in 2019 and has already amassed over 170,000 cars on its site, as well as 3,500 franchised dealers selling via their platform, according to Business Sale. LAURA ASHLEY: Incurs GBP4MM Half-Year Loss After Sales Plunged -------------------------------------------------------------- Simon Foy at The Telegraph reports that Laura Ashley swung to a "disappointing" half-year loss after sales plunged at the troubled retailer. According to The Telegraph, the GBP4 million loss for the six months to December was worse than the GBP1.5 million result for the same period in 2018. Like-for-like sales, which strip out the impact of new store openings, plunged 10.4%, The Telegraph discloses. "The decline in total revenue was due to the market headwinds and weaker consumer spending during the period, which led to a decline in sales of bigger ticket items," The Telegraph quotes the company as saying. LAURA ASHLEY: Obtains Financial Lifeline from Wells Fargo --------------------------------------------------------- Hannah Uttley at The Telegraph reports that shares in struggling clothing and home retailer Laura Ashley soared after it secured a vital financial lifeline in the face of a crisis on the high street. According to The Telegraph, Laura Ashley's biggest shareholder MUI Asia has struck a deal with its lender Wells Fargo for emergency funding in order to keep the business afloat. US bank Wells Fargo agreed to provide the retailer with a GBP20 million loan last year, but Laura Ashley has struggled with restrictions on how much it could draw down after stock and customer deposit levels dropped, The Telegraph relates. It now expects to be able to use the credit to keep trading, The Telegraph states. The chain -- which is a penny stock -- climbed as much as 45% to 1.9p following the announcement, but is still worth just GBP17 million, The Telegraph notes. MICRO FOCUS: Moody's Affirms B1 CFR & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service affirmed Micro Focus International plc's B1 corporate family rating and B1-PD probability of default rating, as well as the B1 ratings on the senior secured bank facilities borrowed at subsidiaries MA FinanceCo., LLC and Seattle Spinco, Inc. Concurrently, Moody's has assigned a B1 rating to the proposed $1,435 million equivalent senior secured Term Loan and the new $500 million senior secured Revolving Credit Facility, due in 2027 and 2024 respectively, to be issued by MA FinanceCo., LLC.. Outlook on all ratings has changed to stable from positive. Proceeds from the senior secured Term Loan will be used to refinance the $1,415 million outstanding Term Loan tranche maturing in 2021 and pay fees and expenses. Proposed transaction is leverage neutral and will help Micro Focus to push average maturity to 5.1 years versus 3.5 years currently. "The change in outlook to stable from positive reflects the ongoing challenges Micro Focus faces to stabilise its revenue in a difficult operating environment, coupled with the ongoing internal efforts to reduce costs and to refocus sales and productivity. As a result, we anticipate Moody's-adjusted debt/EBITDA to be over 4x over fiscal 2020 and 2021." says Luigi Bucci, Moody's lead analyst for Micro Focus. "At the same time, we anticipate cash flow generation to remain solid over fiscal 2020 despite additional investments in the product and go-to-market strategy and ongoing top-line decline. Free Cash Flow will improve materially in fiscal 2021 as the HPE integration costs phase out. However, execution risks remain and failure to improve sales execution or weakening in the cash-flow profile of the company would add negative pressure to the rating" adds Mr. Bucci. RATINGS RATIONALE Micro Focus' B1 CFR reflects: (1) its strong position in the enterprise software market supported by its global footprint and a wide product range; (2) the company's continued commitment to achieve a reported net leverage of 2.7x over the medium term; (3) Moody's expectation of sales execution enhancements on the back of the strategic and operational review announced in August 2019; (4) its strong liquidity profile supported by solid free cash flow (FCF) generation, despite ongoing operating performance challenges. Counterbalancing these strengths are: (1) the integration with HPE software unit (HPE) will continue to affect Micro Focus' operating performance until the end of fiscal year 2020, ending October 2020, at best, delaying progress towards revenue stabilization; (2) the company's product portfolio of mainly mature software applications; (3) Micro Focus' aggressive financial policy with most part of excess liquidity returned historically to shareholders; (4) additional investments, despite helping improve sales execution, together with ongoing revenue declines will weigh on profitability leading to a Moody's-adjusted EBITDA of over 4x over fiscal 2020 and 2021. The outlook stabilization reflects the weakening in operating performance over fiscal 2019 and 2020 against Moody's previous expectations of progress towards revenue stabilization, Moody's-adjusted FCF/Debt over 5% and Moody's-adjusted leverage of below 3.5x. Ongoing challenges in sales execution and productivity owing to the HPE integration were the main driver behind the underperformance. Moody's notes that Micro Focus has completed an extensive strategic and operational review to address ongoing pressures on operating performance as evidenced by the August 2019 profit warning. Micro Focus strategy reassessment will attempt to (1) review operational systems and business processes with a particular focus on IT infrastructure; (2) restructure go-to-market organization with the aim to stabilize salesforce attrition and increase sales productivity; (3) accelerate the transition of certain portfolio to Software-as-a-Service (SaaS) and/or subscription model; and, (4) increase investments in Security and Big Data. These strategic initiatives will translate into additional investments of $70-80 million per annum. Moody's does not anticipate a reversal in revenue declines until fiscal 2021 at best with forecasted revenues of -8% to -5% over the same time frame. Moody's notes that additional investments in fiscal 2020-2021, combined with continued revenue declines, will meaningfully affect EBITDA and margins over the same period, absent additional cost saving initiatives. Moody's-adjusted EBITDA margins are estimated to decline to around 36%-37% in fiscal 2020 and improve towards 37-38% in fiscal 2021 leading to broadly flat EBITDA levels over these two years (fiscal 2019: 41%). Moody's expects FCF after dividends to remain positive in fiscal 2020 despite the final phase of HPE integration costs together with the EBITDA decline. Moody's forecasts FCF to improve over fiscal 2021 as the HPE exceptional costs phase out. Moody's-Adjusted FCF/Debt is likely to stand at around 1% and 4% in fiscal 2020 and fiscal 2021, respectively, (fiscal 2019: 3%) with a dividend payout of around $300-350 million in both years. The rating agency estimates Moody's-adjusted leverage will increase to around 4.4x over fiscal 2020 and 2021 before reducing towards 4x in fiscal 2022 as EBITDA will start to improve (fiscal 2019: 3.7x). Both fiscal 2021 and 2022 leverage levels will benefit positively from mandatory debt prepayments. In terms of governance, the rating agency notes that Micro Focus has noted a number of key management changes in recent years. Moody's perceives that management focus on sales execution and product development has been subdued after the acquisition of HPE owing to the efforts required to integrate a much larger business. The company's financial policy has been aggressive historically with most part of excess liquidity distributed to shareholders as demonstrated by the distribution from the SUSE disposal proceeds. Expansion strategy over the past ten years has been largely inorganic and achieved through the acquisition of a number of companies with mature product offerings, such as Attachmate and HPE. Moody's views Micro Focus' liquidity as strong, based on the company's cash flow generation, available cash resources of $356 million as of October 2019, a $500 million committed RCF due 2024 and a well extended maturity profile post completion of the proposed refinancing transaction. Moody's expects FCF generation to improve meaningfully over fiscal 2021 as HPE integration costs phase out, supporting the liquidity profile of the business. STRUCTURAL CONSIDERATIONS The instrument ratings on the senior secured term loans due 2024 and 2027, and the $500 million of senior secured revolving credit facilities due 2024 are in line with the corporate family rating, reflecting the pari-passu nature of the instruments. The rated debt benefits from cross-guarantees by the US and UK borrowers and guarantors, as well as a comprehensive asset security. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectation that the company will continue to generate solid FCF and will reduce leverage, although slowly, after fiscal 2020. The stable outlook also reflects Moody's expectation of a reduced rate of decline in revenues over the second half of fiscal 2020 and fiscal 2021 and broadly stable EBITDA over the same period. It does not envisage any large acquisition, exceptional shareholder distribution or additional restructuring program. WHAT COULD CHANGE THE RATING UP/DOWN A rating upgrade would depend on evidence of the successful execution of the company's strategy to stabilize revenues. Positive pressure on Micro Focus' ratings could arise if: (1) the company demonstrated material evidence of progress made towards revenue stabilization; (2) Moody's-adjusted FCF/Debt was sustainably above 5%; and, (3) Moody's-adjusted debt/EBITDA fell to below 3.5x. Moody's would consider a rating downgrade should Micro Focus not be able to significantly reduce the rate of revenue or EBITDA decline. The rating would come under negative pressure if: (1) FCF generation was to weaken materially against Moody's current expectations; or, (2) Moody's-adjusted leverage was greater than 4x on a sustainable basis with no expectation of improvement; or, (3) liquidity weakened. Any large debt-funded acquisition could also weigh negatively on the rating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Software Industry published in August 2018. LIST OF AFFECTED RATINGS Assignments: Issuer: MA FinanceCo., LLC Senior Secured Bank Credit Facility, Assigned B1 Affirmations: Issuer: Micro Focus International plc LT Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Issuer: MA FinanceCo., LLC Senior Secured Bank Credit Facility, Affirmed B1 Issuer: Seattle Spinco, Inc. Senior Secured Bank Credit Facility , Affirmed B1 Outlook Actions: Issuer: MA FinanceCo., LLC Outlook, Changed To Stable From Positive Issuer: Micro Focus International plc Outlook, Changed To Stable From Positive Issuer: Seattle Spinco, Inc. Outlook, Changed To Stable From Positive COMPANY PROFILE Headquartered in Newbury (United Kingdom), Micro Focus is a global provider of enterprise software solutions. Over fiscal 2019, Micro Focus generated $3.3 billion and $1.4 billion in revenue and company-adjusted EBITDA, respectively. SEADRILL PARTNERS: Moody's Cuts CFR to Caa3 & Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service downgraded Seadrill Partners LLC's corporate family rating to Caa3 from Caa2 and probability of default rating to Ca-PD from Caa2-PD. Concurrently, Moody's downgraded the rating assigned to the senior secured term loan B due 2021 and borrowed by SDLP's subsidiaries Seadrill Operating LP and Seadrill Partners Finco LLC to Caa3 from Caa2. The outlook was revised to negative from stable. RATINGS RATIONALE The downgrade of SDLP's CFR reflects that the fact that following a 50% reduction in order backlog in the past twelve months amid persistent challenging conditions in the deepwater and ultra-deepwater offshore drilling market, Moody's expects the group's operating profitability to continue to decline, free cash flow after capex and dividends (FCF) to become more significantly negative and gross leverage to further increase during 2020. In the meantime, SDLP's liquidity profile has significantly weakened. The group has debt maturities of around $300 million falling due in 2020, while its main $2.6 billion term loan B facility (TLB) falls due in February 2021. In the absence of any meaningful recovery in operating results, SDLP will be significantly challenged to refinance its TLB. Moody's believes that SDLP will need to implement a capital restructuring likely to result in material losses for the TLB lenders, even though uncertainty over contract renewals and vessels valuations leads to a wide range of potential recovery outcomes. In this context, the downgrade of the PDR to Ca-PD reflects Moody's expectation that SDLP will default in the next twelve months. In 2019, Moody's estimates that SDLP generated EBITDA of around to $390 million representing a decline of 23% against 2018, and negative FCF of around $30 million. Combined with a payment of around $30 million related to deferred and contingent consideration owed to Seadrill Limited from the acquisition of the West Vela and West Polaris and debt repayments of $200 million, this should leave SDLP with cash balances of around $600 million at year-end 2019 (v. $842 million in 2018). Moody's estimates that adjusted total debt to EBITDA rose to around 7.5x at year-end 2019. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS SDLP like other oilfield services companies generally bears environmental risks similar to those of the E&P companies that are their customers. The eventual dampening of demand for oil due to carbon transition will affect the services sector. However, exploration spending will still continue for the short to medium term. Therefore, environmental considerations were not a material rating factor at this stage especially given where SDLP's rating is currently positioned. Moody's notes that SDLP's operates under a Master Limited Partnership (MLP) structure, which entails a high degree of complexity and is inherently of a shareholder friendly nature. Strong linkages remain between SDLP and Seadrill Limited (SDRL), which retains total or partial ownership of the operated assets (both directly and indirectly), while SDLP relies on certain affiliates of SDRL for management, advisory, technical and administrative services. Many of the management staff at SDLP also have managerial roles at SDRL. SDLP is also granted access to SDRL's relationships with customers, suppliers and shipyards and benefits from economies of scale from services provided centrally. Given the current weak industry conditions, developments at SDRL after the successful completion of its debt restructuring in July 2018 remain an important driver influencing SDLP's ratings. LIQUIDITY Although SDLP held cash balances of $654 million as of September 2019, Moody's views the group's liquidity profile as weak. Further negative FCF generation may lead the group to breach the minimum liquidity test covenant included in its main credit facility during the second half of 2020 ahead of the repayment of its $2.6 billion term loan B facility which falls due in February 2021. Moody's understands that SDLP has initiated discussions with advisers representing certain lenders in relation to debt maturing during 2020 and first quarter of 2021. This includes the $41 million tender rig, $124 million West Polaris and $161 million West Vela facilities maturing in June, July and October 2020 respectively, as well as the $2.6 billion TLB facility falling due in February 2021. STRUCTURAL CONSIDERATIONS The TLB is secured by a first priority interest on all tangible and intangible assets of the subsidiaries which own the West Capella, West Aquarius, West Leo, West Capricorn, West Sirius and West Auriga vessels, including direct liens on the vessels. Accounting for the bulk of SDLP's debt, the senior secured TLB is rated in line with the CFR. RATING OUTLOOK The negative outlook reflects (i) the potential further deterioration in operating results and financial leverage amid SDLP's shrinking order backlog and (ii) considerable uncertainty as to the outcome of the refinancing negotiations, including the extent of the losses to be borne by lenders and the shape of SDLP's future capital structure. WHAT COULD CHANGE THE RATING UP/DOWN Although highly unlikely in the near term, a rating upgrade may be considered should SDLP demonstrate the ability to rebuild a sustainable capital structure while achieving a significant recovery in underlying operating performance. Conversely, the ratings may be further downgraded depending on the outcome of the refinancing negotiations undertaken by SDLP, and the extent of the potential losses suffered by its lenders. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. COMPANY PROFILE Seadrill Partners LLC (SDLP), is a Marshall Islands registered company, and operates under the Master Limited Partnership (MLP) structure. SDLP is 47% owned by Seadrill Limited (SDRL, the parent), with the remainder held by public unitholders. It is a provider of offshore drilling services to the oil and gas industry and its fleet consists of four 6th generation ultra-deepwater semi-submersibles and four ultra-deepwater drillships, two tender barges and one semi-tender barge. In the last twelve months to September 2019, SDLP generated revenue of $787 million and Moody's adjusted EBITDA of $444 million. SIRIUS MINERALS: Anglo American Defends Rescue Bid -------------------------------------------------- Neil Hume at The Financial Times reports that Anglo American's chief executive has defended its rescue bid for Sirius Minerals as pressure intensifies on the miner to increase its GBP524 million offer for the UK group. According to the FT, Mark Cutifani said its 5.5p-a-share cash offer reflected the "future investment needs" of Sirius, which has been struggling to find more than US$3 billion to complete the development of a huge fertilizer mine in North Yorkshire. "I believe our offer is fair and reasonable," the FT quotes Mr. Cutifani as saying. "The one thing I would say to anyone else making commentary is . . . I suggest you read the Sirius chairman's advice to shareholders." On Feb. 19, London-based hedge fund Odey Asset Management announced a 1.29% holding in Sirius and slammed Anglo's offer as a "mockery", the FT recounts. In an effort to elicit a higher offer from Anglo, Odey said it would vote in favor of any bid priced at 7p a share or higher, the FT notes. Russell Scrimshaw, Sirius chairman, has told shareholders that they face a "stark choice" and there was a "high probability" that the company could be placed in administration if Anglo's offer is voted down, the FT relates. For the deal to go ahead, 75% of votes at a general meeting on March 3 will need to be cast in favor of the takeover, the FT states. Tens of thousands of retail investors, some of whom have ploughed their life savings into Sirius, will suffer heavy losses if Anglo's offer is accepted, the FT discloses. =============== X X X X X X X X =============== [*] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power ---------------------------------------------------------------- Authors: Arthur Fleischer, Jr., Geoffrey C. Hazard, Jr., and Miriam Z. Klipper Publisher: Beard Books Softcover: 248 pages List Price: $34.95 Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt A ruling by the Delaware Supreme Court on January 29, 1985 was a wake-up call to directors of U. S. corporations. On this date, overruling a lower court decision, the Delaware Supreme Court ruled that the nine board members of Chicago company Trans Union Corporation were "guilty of breaching their duty to the company's shareholders." What the board members had done was agree to sell Trans Union without a satisfactory review of its value. The guilty board members were ordered by the Court to pay "the difference between the per share selling price and the 'real' market value of the company's shares." Needless to say, the nine Trans Union directors were shocked at the guilt verdict and the punishment. The chairman of the board, Jerome Van Gorkom, was a lawyer and a CPA who was also a board member of other large, respected corporations. For the most part, it was he who had put together the terms of the potential sale, including setting value of the company's stock at $55.00 even though it was trading at about $38.00 per share. News of the possible sale immediately drove the stock up to $51.50 per share, and was commented on favorably in a "New York Times" business article. Still, Van Gorkom and the other directors were found guilty of breaching their duty, and ordered by Delaware's highest court to pay a sum to injured parties that would be financially ruinous. This was clearly more than board members of the Trans Union Corporation or any other corporation had ever bargained for. It was more than board members had ever conceived was possible without evidence of fraud or graft. The three authors are all attorneys who have worked at the highest levels of the legal field, business, and government. Fleischer is the senior partner of the law firm Fried, Frank, Harris, Schriver & Jacobson at the head of its mergers and acquisitions department. He's also the author of the textbook "Takeover Defenses" which is in its 6th edition. Hazard is a Professor of Law and former reporter for the American Bar Association's special committee on the lawyers' ethics code; while Klipper has been a New York assistant district attorney prosecuting corporate and financial fraud, and also a corporate attorney on Wall Street. Using the Trans Union Corporation case as a watershed event for members of boards of directors, the highly-experienced legal professionals lay out the new ground rules for board members. In laying out the circumstances and facts of a number of cases; keen, concise analyses of these; and finding where and how board members went wrong, the authors provide guidance for corporate directors, top executives, and corporate and private business attorneys on issues, processes, and decisions of critical importance to them. Household International, Union Carbide, Gelco Corp., Revlon, SCM, and Freuhauf are other major corporations whose merger-and-acquisitions activities resulted in court cases that the authors study to the benefit of readers. The Boards of Directors of these as well as Trans Union and their positions with other companies are listed in the appendix. Many other corporations and their board members are also referred to in the text. With respect to each of the cases it deals with, BOARD GAMES outlines the business environment, identifies important individuals, analyzes decisions, and discusses considerations regarding laws, government regulations, and corporate practice. In all of this, however, given the exceptional legal background of the three authors, the book recurringly brings into the picture the legalities applying to the activities and decisions of board members and in many instances, court rulings on these. Passages from court transcripts are occasionally recorded and commented on. Elsewhere, legal terms and concepts -- e. g., "gross nonattendance" -- are defined as much as they can be. In one place, the authors discuss six levels of responsibility for board members from "assure proper result" through negligence up to fraud. Without being overly technical, the authors' legal experience and guidance is continually in the forefront. Needless to say, with this, BOARD GAMES is a work of importance to board members and others with the responsibility of overseeing and running corporations in the present-day, post-Enron business environment where shareholders and government officials are scrutinizing their behavior and decisions. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *