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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Tuesday, March 3, 2020, Vol. 21, No. 45

                           Headlines



B E L A R U S

BELARUS: Moody's Affirms B3 LongTerm Issuer Rating, Outlook Stable


B O S N I A   A N D   H E R Z E G O V I N A

BOSNIA AND HERZEGOVINA: S&P Affirms 'B' Sovereign Credit Ratings


F R A N C E

EUROPACORP SA: Reaches Debt-Restructuring Deal with Creditors
SPCM SA: Moody's Alters Outlook on Ba2 CFR to Positive
TECHNICOLOR SA: Moody's Lowers CFR to Caa1, Outlook Stable


G E R M A N Y

TUI AG: S&P Lowers ICR to 'BB-' on Ongoing Aircraft Grounding


I R E L A N D

JEPSON 2019: S&P Affirms 'B-(sf)' Rating on Class G Notes


I T A L Y

ALITALIA SPA: EC Opens Probe Into EUR400-Mil. Government Loan
PRO.GEST SPA: S&P Lowers ICR to 'B-' on Weakening Liquidity


K A Z A K H S T A N

CENTRAL-ASIAN ELECTRIC-POWER: Fitch Lowers LongTerm IDR to 'CCC-'


L U X E M B O U R G

SAPHILUX SARL: Moody's Alters Outlook on B3 CFR to Stable


N E T H E R L A N D S

DOMI BV 2020-1: Moody's Assigns (P)Ca Rating on Class X2 Notes


U N I T E D   K I N G D O M

DEBENHAMS PLC: S&P Discontinues Ratings
NMC HEALTH: Seeks Informal Standstill Agreement with Lenders
NMC HEALTH: Taps Moelis to Advise on Debt Restructuring
SIRIUS MINERALS: Shareholders Try to Raise GBP60MM via Bond Issue
TEMPERLEY LONDON: Auditors Express Going Concern Doubt


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B E L A R U S
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BELARUS: Moody's Affirms B3 LongTerm Issuer Rating, Outlook Stable
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Moody's Investors Service has affirmed the Government of Belarus'
B3 long-term issuer (domestic and foreign currency) and senior
unsecured (foreign currency) ratings. The rating outlook remains
stable.

The factors supporting the affirmation are:

(1) Belarus' relatively high wealth which supports the economy's
resilience to shocks, although significant state involvement weighs
on growth potential;

(2) While policy effectiveness has improved, Belarus' overall
institutional and governance strength remains weak;

(3) Belarus' moderate government debt burden supports fiscal
strength, although debt remains significantly exposed to exchange
rate shocks; and

(4) Despite a strengthening in reserve levels, external
vulnerability risks continue to weigh on Belarus' credit profile.

The stable outlook reflects Moody's expectation that the
strengthening in Belarus' credit profile since 2015, including a
structurally improved external position with a higher reserve
buffer and a more narrow current account deficit, will help to
support the B3 rating as the economy adjusts to the higher cost of
oil imports as a result of Russia's (Baa3 stable) recent tax
maneuver.

Concurrently, Belarus' long-term foreign currency bond and deposit
ceilings remain unchanged at B3 and Caa1 respectively, while the
short-term foreign currency bond and deposit ceilings remain Not
Prime. The country ceilings for local currency bonds and deposits
are also unchanged at B2.

RATINGS RATIONALE

RATIONALE FOR AFFIRMING THE B3 RATING

FIRST FACTOR: RELATIVELY HIGH WEALTH SUPPORTS ECONOMIC RESILIENCE
ALTHOUGH STATE INVOLVEMENT WEIGHS ON POTENTIAL

Belarus' relatively high wealth, with GDP per-capita (in purchasing
power parity terms) well above the B3-rated median, and moderate
diversification support the country's shock absorption capacity.
Belarus' export potential benefits from the country's high levels
of human capital which supports a relatively diverse export product
mix and a significant ICT sector which has emerged as an important
contributor to GDP growth.

That said, Belarus' government-led industrial structure weighs on
the economy's dynamism while high government involvement in the
economy through state-owned enterprises hinders productivity
growth. Recent measures by the government to reduce distortions in
the economy, such as reducing financial support to SOEs, will have
limited effects if not accompanied by broader efforts to improve
the efficiency and governance of the SOE sector. According to
official statistics, around 13% of the SOE sector is loss-making.

At the same time, Belarus' economy remains highly reliant on
Russia, its largest trading partner and the source of almost all
fossil fuel imports. A gradual increase in oil import prices, as
changes to Russia's tax system removes an important subsidy for
Belarus, will pose a challenge to the country's chemical sector and
its wider economic model.

Moody's expects the economic adjustment resulting from the gradual
increase in oil import prices will weigh on Belarus' growth
prospects through weaker commodity exports, lower investment given
elevated uncertainty and weaker government revenues which limit the
scope for a fiscal stimulus. After falling to around 1.2% in 2019,
from 3.1% in 2018, Moody's expects growth will remain subdued in
the next two years. Furthermore, Belarus' growth potential remains
constrained by its adverse demographics given a projected continued
decline in its working age population.

SECOND FACTOR: IMPROVED POLICY EFFECTIVENESS BUT INSTITUTIONAL
STRENGTH REMAINS WEAK

Belarus has seen a marked improvement in the effectiveness of some
macroeconomic and fiscal policies, albeit from low levels.

Efforts to strengthen monetary policy, including the ongoing
transition to an inflation targeting framework and strengthening
central bank independence, has supported a moderation in domestic
inflation. Furthermore, financial stability has been supported in
recent years by the central bank's ability to deem banks as
systemically important and impose higher capital requirements.

The authorities have also embarked on a significant fiscal
consolidation programme following the crisis in 2015, and again in
2018 amid rising uncertainty around oil price subsidies from
Russia, which has helped maintain government debt at moderate
levels, while fiscal support to SOEs, including directed lending,
has declined.

That said, assessments for voice and accountability in Belarus
remain very weak compared to B-rated peers, with limited
opportunity for independent bodies or civil society to influence
policy making and act as a check on the exercise of government
power. For example, the Organisation for Security and Co-operation
in Europe determined that Belarus' recent parliamentary elections
did not meet international democratic standards.

At the same time, the country scores well below B-rated peers on
international surveys for the rule of law given the limited
effectiveness of judicial and legal processes in Belarus, which
hinders efforts to create transparent laws and weakens property
rights. For example, a weakening in minority investor protections
contributed to the decline in Belarus' ranking on the World Bank
Doing Business 2020 survey to 49th position from 37th a year
earlier.

THIRD FACTOR: MODERATE DEBT BURDEN ALTHOUGH SIGNIFICANTLY EXPOSED
TO CURRENCY SHOCKS

Belarus benefits from a moderate government debt burden given the
tighter fiscal stance adopted in recent years. Positive primary
balances, together with strong nominal GDP growth, have contributed
to a fall in government debt which remains below the median of
B3-rated peers. At the same time, stronger debt affordability
relative to peers is supported by a large share of funding from
concessional and bilateral lenders at reduced costs, and, hence,
doesn't reflect market access at low rates.

While Moody's expects government debt to remain moderate as the
budget moves into deficit this year, Belarus' fiscal position will
continue to face significant exchange rate risks given that about
90% of government debt is in foreign currency (according to IMF
estimates), a share which is high even for the CIS region.

Furthermore, the continued high level of state ownership raises the
risk of contingent liabilities crystallising on the government's
balance sheet in the event of a significant slowdown in growth or
losses at SOEs. In addition, official statistics mask large
off-balance sheet expenses and do not take into account that a
number of social programmes are funded through the banking system.

FOURTH FACTOR: DESPITE A STRENGTHENING IN RESERVES, EXTERNAL
VULNERABILITY RISKS WEIGH ON CREDIT PROFILE

Belarus' resilience to external shocks has strengthened through an
increase in its foreign exchange reserves to historical highs,
supported by a more stable macroeconomic environment and narrowing
of the current account deficit. Foreign exchange reserves
(excluding gold) stood at around $5.6 billion at the end of January
2020, which compares with around $4.1 billion a year earlier.
Reserves are more than three times larger than in mid-2015.

That said, reserve levels still remain very low relative to
external payment needs and will face some pressure from a modest
weakening in the current account. For example, reserves cover less
than two months of goods and services imports and account for
around 40% of external debt due within one year (although this
includes a sizeable share of trade credit whose refinancing has
generally been stable, even in times of crisis). As a result,
Belarus' external vulnerability indicator, which compares
short-term and currently maturing external debt plus long-term
non-resident deposits to reserves, is expected to reach around 299%
in 2020 which, despite having fallen markedly from around 853% in
2016, remains among the highest in it sovereign rated universe.

At the same time, while government borrowing needs are relatively
low and most debt is in the form of bilateral and multilateral
loans, the government remains very reliant on external financing
from a limited number of sources, including from Russia which can
be subject to disruption. That said, Belarus has sought to
diversify its funding sources, including with a $500 million loan
from the China Development Bank (A1 stable) agreed in December 2019
and has also regained access to the Eurobond market in recent years
which has helped extend its maturity structure.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the
strengthening in Belarus' credit profile since the last balance of
payments crisis in 2015 will help to support the B3 rating as the
economy adjusts to the higher cost of oil imports from Russia. The
timing around any potential compensation from Russia remains highly
uncertain, and Moody's doesn't expect any agreement to be reached
in 2020.

Notably, a structurally improved external position including a more
narrow current account deficit and a higher reserve buffer, as well
as a consolidated fiscal position which has kept government debt at
moderate levels, will help to support Belarus' credit profile as
the economy moves to modest twin deficits given the headwinds from
subdued growth, higher oil import costs and lower government
revenues.

The stable outlook also reflects Moody's view that refinancing
risks will remain manageable.

The authorities have drawn up the 2020 budget on the assumption of
no compensation from Russia which, together with fiscal savings
from previous budget surpluses and plans for new external market
borrowings (including a Eurobond), will support government
refinancing in the face of a weakening budget balance.

The government will likely face increased challenges around funding
next year as, in the absence of any agreement on compensation from
Russia, government revenues weaken further, requiring a combination
of further fiscal consolidation and new external borrowings.
Furthermore, while the next Eurobond maturity is not until 2023,
the start of repayments on the nuclear power plant loan from
Russia, which remain subject to negotiation, will add to financing
needs. That said, in Moody's view, the Belarussian authorities have
always demonstrated a strong willingness to pay despite repeated
balance of payments crises, and higher reserve levels will act as
an additional buffer.

At the same time, Moody's expects progress on reforms, including
those which would help raise potential growth, to remain slow.
While there is the prospect for stronger reform engagement
following this year's presidential elections, Moody's expects any
reform steps, particularly towards the large SOE sector which
accounts for a material share of employment, will remain
incremental.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

Moody's takes account of the impact of environmental (E), social
(S), and governance (G) factors when assessing sovereign issuers'
economic, institutional and fiscal strength and their
susceptibility to event risk. In the case of Belarus, the
materiality of ESG to the credit profile is as follows.

Environmental considerations are somewhat material to Belarus'
credit profile given the moderately important role played by the
agriculture sector, accounting for around 6% of value added and 10%
of employment, which exposes Belarus' economy to weather-related
events and trends.

Social factors are material to Belarus' credit profile given its
demographic challenges, particularly its declining and ageing
population which will restrict potential growth. According to the
United Nations, the population has been declining over the past
decades and this trend is not expected to reverse. Furthermore, the
important role played by the SOE sector in providing a degree of
social security for a large share of the population -- SOEs account
for around 40% of employment -- will likely serve to delay any
wide-ranging SOE reforms. As a result, the SOE sector is likely to
continue to pose fiscal risks and weigh on potential growth.

Governance considerations are very material to Belarus' credit
profile, reflected in the country's relatively weak rankings in the
Worldwide Governance Indicators, particularly around the rule of
law which negatively impacts on the business environment.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating could develop from a marked
strengthening in Belarus' ability to withstand external shocks,
including a reduction in foreign-currency debt servicing
requirements or a material increase in its foreign exchange reserve
buffer. Also positive would be a faster or larger than expected
reduction in Belarus' government debt including state guarantees.
This could result from faster progress on structural reforms which
serve to reduce the inefficiencies in the large SOE sector, helping
to support potential growth and lower the contingent liability
risks for the government's balance sheet. A reduction in government
liquidity risks, including through a material widening in external
financing sources, would also be positive.

Downward rating pressure could arise from a marked worsening in
Belarus' external vulnerability, resulting from a material
deterioration in foreign exchange reserves or a widening of
external financing requirements. Also negative would be a material
weakening in the government's fiscal position, including from a
crystallization of contingent liabilities from the large SOE
sector, including the need to provide material fiscal support to
the country's important chemical sector, or a sharp currency
depreciation which feeds quickly into the government debt ratio. A
material deterioration in Belarus' ability or willingness to repay
its external obligations would also give rise to downward rating
pressure.

GDP per capita (PPP basis, US$): 19,941 (2018 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 3.1% (2018 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 5.6% (2018 Actual)

Gen. Gov. Financial Balance/GDP: 2.4% (2018 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -0.1% (2018 Actual) (also known as
External Balance)

External debt/GDP: 65.5% (2018 Actual)

Economic resiliency: b1

Default history: No default events (on bonds or loans) have been
recorded since 1983.

On 26 February 2020, a rating committee was called to discuss the
rating of the Government of Belarus. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have not materially changed. The issuer's
institutions and governance strength, have not materially changed.
The issuer's fiscal or financial strength, including its debt
profile, has not materially changed. The issuer's susceptibility to
event risks has not materially changed.

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




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B O S N I A   A N D   H E R Z E G O V I N A
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BOSNIA AND HERZEGOVINA: S&P Affirms 'B' Sovereign Credit Ratings
----------------------------------------------------------------
On Feb. 28, 2020, S&P Global Ratings affirmed its 'B' long-term
foreign and local currency sovereign credit ratings on Bosnia and
Herzegovina (BiH). S&P also affirmed its 'B' short-term ratings on
BiH. The outlook remains positive.

Outlook

The positive outlook reflects the potential for BiH authorities to
move ahead with structural reforms and to agree to a funded
arrangement with the IMF over the next 6-12 months. Reforms could
include reducing the labor cost burden on business and enhancing
governance of the country's sizable state-owned enterprise (SOE)
sector. The outlook also reflects upside rating potential should
economic growth turn out stronger than S&P forecasts.

S&P said, "We could raise the ratings on BiH if domestic policy
settings improved, with a move toward less confrontational and more
consensus-based politics oriented on promoting economic growth and
structural reforms, possibly underpinned by a funded IMF program.
We could also raise the ratings if economic growth strengthened.

"We could revise the outlook to stable or lower the ratings in the
event of material escalation of domestic political tensions that
hampered economic growth and posed risks to BiH's already-fragile
institutional settings. One example of such a development could be
putting the country's Central Bank or Indirect Tax Authority
mandates into question, thereby endangering the so far
well-functioning mechanisms related to the timely servicing of the
state's external debt."

Rationale

S&P said, "Our ratings on BiH remain constrained by the country's
modest income levels. GDP per capita, forecast at $6,500 in 2020,
remains comparatively low in a global setting and notably lower
than most other European countries. The ratings are also
constrained by the country's complex institutional arrangements and
confrontational nature of domestic politics. We also note the
absence of monetary flexibility stemming from the currency board
arrangement vis-a-vis the euro.

"The ratings on BiH remain supported by the favorable structure of
state debt. We expect net general government debt levels to stay
below 30% of GDP over the next four years. Almost all external debt
(which accounts for more than 70% of gross general government debt)
is due to official bilateral or multilateral lenders and is
characterized by long maturities and favourable interest rates. In
our view, this lower leverage awards BiH some fiscal space,
partially offsetting lack of monetary flexibility given the hard
peg to the euro."

Institutional and economic profile: Complex institutional setup and
confrontational domestic politics but the economy continues to
grow

-- The state-level BiH government has finally been formed, 14
months after the general election.

-- S&P expects domestic politics to remain volatile and
unpredictable, given the difficult set-up and occasional calls of
Republika Srpska (RS) for secession.

-- Despite a slowdown, Bosnia's economy continues to grow and S&P
forecasts average real GDP growth of 2.7% over the next four
years.

Bosnia's complex institutional settings owe their existence to the
Dayton peace accord, which ended the 1992-1995 war. The country is
de facto composed of two entities with large degree of
autonomy--the Federation of Bosnia and Herzegovina (FBiH) and
Republika Srpska (RS)--in addition to the small self-governing
Brcko District. Each entity has its own parliament, government, and
banking regulator with extensive mandates. A high degree of
political volatility and the frequently confrontational
decision-making has been and remains a defining characteristic of
domestic BiH politics.

A state-level BiH government was finally formed in December 2019,
14 months after the October 2018 general elections. The process has
been protracted, with the main disagreements centered on BiH's
stance toward NATO, with membership generally supported by the FBiH
authorities but consistently opposed by the RS government.

Beyond state-level arrangements, political developments on the
sub-entity level also remain complex. While the RS
entity-government was formed shortly after the October 2018
elections, the temporary administration continued in the FDiH until
this year with a number of disagreements persisting around the
electoral law. This has hampered the formation of a more permanent
administration.

In S&P's view, there are a number of policy areas where RS and FBiH
have common ground. For example, there is a broad political
consensus on the necessity of structural reforms, further
integration and closer cooperation with the EU, as well as desire
to agree on a new funded arrangement with the IMF. S&P also
understand that the respective banking regulators are in close
coordination and most banking regulations and new initiatives are
aligned. This is important given that most banks operate across the
country with branches in both entities.

Nevertheless, consensus is often difficult, even when stances
appear similar. This is partially because the entities have
incentives to gain leverage in negotiations by blocking progress in
some areas and some confrontational announcements might appeal to
the local electorate. A recent example of this is the ruling by
BiH's constitutional court that the farm lands previously belonging
to Yugoslavia are now legally property of the state, rather than
the entities, which contradicts a law passed earlier by the RS
parliament. As a result, political tensions have risen once again,
with the leader of the largest RS party, SNSD's Milorad Dodik,
calling for secession from Bosnia and blocking his party's
representatives participating in state-level institutions. In S&P's
view, this could partially relate to the upcoming local elections
in the autumn, but even if the threats are not followed though,
this could delay structural reforms and agreeing on the arrangement
with the IMF. However, these threats have been aired in the past
and we believe that upside reform momentum remains.

S&P said, "Positively, we believe that working mechanisms allow BiH
institutions to function even through periods of political
uncertainty. For example, the state level budget for 2019 was only
adopted in December, but the financing has continued on a
proportional quarterly basis in line with the adopted 2018 budget.
We also believe that the state's external debt servicing procedures
have strengthened in recent years and operate regardless of whether
the budget is adopted." Specifically, all indirect tax revenue
(which constitutes the lion share of overall tax revenue) are
collected by state-level Indirect Tax Authority and then
redistributed back to the entities net of funds for foreign debt
service and financing for functioning of state institutions. This
setup essentially prioritizes external debt service and reduces the
risk of payment delays, like the one in January 2012 when BiH was
late repaying some official creditors. This mechanism does not
apply to debt contracted by the individual entities, only to
foreign debt owed by the state-level government.

Also, despite persistent uncertainties, the economy grew an average
of 3.5% over the past four years. S&P estimates that growth slowed
moderately in 2019 to 2.5%, reflecting somewhat weaker economic
performance of BiH's key trading partners as well as one-off
domestic developments, including the closure of a long-time loss
making aluminium plant (Aluminij Mostar) and maintenance work on a
refinery. High-frequency data suggests a decline in BiH's
industrial production in 2019 but quarterly real GDP estimates
point to continued growth.

S&P said, "We expect domestic demand to support economic growth,
which we forecast will average 2.7% through 2023. We also see
upside potential for BiH's tourism sector, which continues to
expand: in U.S.-dollar terms, services receipts in the balance of
payments have risen by an average of 5% annually since 2015.
Finally, we see some upside should the political situation
stabilize and a funded arrangement be agreed to with the IMF, but
the likelihood of that is uncertain. We anticipate that the main
reform areas that any new agreement with the IMF will cover will be
in the areas of improving SOE governance, addressing the stock of
social contributions outstanding and tax arrears, as well as
measures to strengthen the labor market. Even then, we anticipate
that growth over our forecast horizon is unlikely to reverse BiH's
net emigration outflows."

Flexibility and performance profile: Low net general government
debt provides some policy headroom absent an independent monetary
policy

-- S&P estimates that BiH's net general government debt amounted
to 25% of GDP at year-end 2019 and expect it will continue to
decline toward 23% over the medium term.

-- S&P forecasts moderate current account deficits will average
just under 4% of GDP through 2023 financed through net foreign
direct investment and capital account inflows.

-- The existing currency board arrangement vis-a-vis the euro
anchors inflation but restricts the country's monetary policy
flexibility.

BiH's fiscal performance remains the main factor supporting the
sovereign ratings. S&P estimates that last year the general
government budget recorded a surplus of 1.7% of GDP following
earlier surpluses from 2015-2018. While the recurring surpluses
partially reflect the difficult political setup and resulting
delays to budget adoption and agreeing on spending priorities, they
still reflect a degree of fiscal discipline. This is particularly
visible if fiscal data is dissected into entity-level performance
because both the RS and FDiH have been running fiscal surpluses,
despite the ability to directly borrow in local currency from
domestic banks.

S&P said, "As a result, net general government debt declined to an
estimated 25% of GDP at the end of 2019 from 35% in 2015, and we
expect it will further moderate to 23% over the medium term. Almost
all external debt (which accounts for more than 70% of gross
general government debt) is due to official bilateral or
multilateral lenders and is characterized by long maturities and
favorable interest rates. In our view, this lower leverage awards
the country some fiscal space partially offsetting lack of monetary
flexibility given the hard peg to the euro."

BiH's budgetary procedures explicitly prioritize external debt
service payments above all other outlays. Foreign debt is serviced
through a mechanism where all revenue from the constituent
governments is collected by the state-level Indirect Tax Authority
and redistributed to the constituent governments net of external
debt service on the basis of a consumption-linked coefficient.
While there have been disagreements about the indirect tax-revenue
sharing formula and the coefficient, S&P understands that the
authority's setup is not questioned by either of the entities'
governments.

Risks continue to stem from BiH's large and inefficient public
enterprise sector. Most SOEs appear to be in relatively poor
financial state and have substantial arrears to the government in
the form of nonpaid social contributions and taxes. They appear to
be a drag on economic growth and state resources but reforming them
remains difficult for political reasons. Until recently, there was
no reliable data on the overall stock of SOE debt but a working
paper by the IMF published in autumn 2019 put them at 26% of GDP.
This number is likely an overestimate of any contingent liability
for the government because most of this debt appears attributable
to various levels of government through lending to SOEs and unpaid
taxes. Positively, the government has shown reluctance to support
SOEs under stress, which has protected budgetary resources. For
example, Aluminij Mostar closed recently, with several commercial
banks writing off their exposures to the entity.

S&P does not view BiH's balance of payments risks as elevated,
reflecting the moderate external indebtedness, compared with that
of other sovereigns we rate. This is partially a function of past
fiscal surpluses but also restricted availability of international
financing and the resulting investment delays in the past three
years.

BiH de facto runs a balanced current account, although headline
current account deficits have averaged close to 4% of GDP in recent
years. This is because a large proportion of the deficit pertains
to reinvested earnings that are further booked as inflows on the
net FDI account, while the remaining portion of the deficit is
covered through capital account flows (representing EU grants) as
well as positive net errors and omissions (likely representing
unrecorded money transfers from Bosnians working abroad). S&P
expects the current account will remain in a contained deficit
averaging 3.8% of GDP through 2023 and with a similar funding
structure.

BiH has a currency board regime, under which the konvertibilna
marka is pegged to the euro. The currency board contributes to
economic stability and has contained inflationary pressures. That
said, it restricts policy options, in our view. Although reserves
covered monetary liabilities exceeding 100% through 2019, the
central bank has limited ability to conduct an independent monetary
policy. S&P forecasts that the currency board arrangement will
continue and CBBH (the central bank) will continue to closely
follow the European Central Bank's monetary decisions.

In June 2019, the tripartite presidency dismissed two Serb members
of the central bank's managing board. The Court of BiH is reviewing
this to see if there were proper grounds for dismissal, because it
raises concerns of political interference into monetary policy. In
S&P's observation, there have so far not been any practical
implications on the monetary policy decision-making bodies stemming
from the dismissal, because the central bank can function with
three of five board members.

S&P said, "BiH has a conventional banking system, dominated by
subsidiaries of foreign banking groups, similar to other West
Balkan states. The banks are largely domestic-deposit-funded and we
estimate that they remain in a net external creditor position. We
forecast that domestic credit will continue to increase by close to
6%, while nonperforming loans have declined to under 8% from a peak
of 16% in 2014.

"We also positively view the quality of domestic banking system's
regulation. The financial sector regulators in the two entities
appear to coordinate their work and are closely aligned on new
initiatives and rules. Although there is no full transparency, we
understand that there is a funded deposit insurance scheme that has
been deployed in a number of cases in recent years when smaller
domestic banks had to be closed down, with no fiscal
implications."

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

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

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

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

  Ratings List

  Ratings Affirmed
  Bosnia and Herzegovina

  Sovereign Credit Rating                 B/Positive/B
  Transfer & Convertibility Assessment    BB-




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F R A N C E
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EUROPACORP SA: Reaches Debt-Restructuring Deal with Creditors
-------------------------------------------------------------
Francois De Beaupuy at Bloomberg News reports that EuropaCorp SA,
the French movie studio founded by director Luc Besson, will
probably soon be controlled by New-York based Vine Alternative
Investments Group, as the board of the struggling company and its
creditors reached a broad debt-restructuring agreement.

Vine and funds managed by private equity firm Falcon Investment
Advisors LLC will hold 60.2% and 6.3%, respectively, of EuropaCorp
as they swap about US$215 million of the studio's debt for new
shares, Bloomberg relays, citing a statement released by EuropaCorp
late on Feb. 28.

EuropaCorp was once considered one of the few successful European
movie studios thanks to the profitable "Taken" and "Transporter"
movies, though it had to seek protection from creditors in France
and the U.S. last year as it racked up losses amid a string of
recent flops, Bloomberg relates.

The restructuring is subject to approval by the French financial
market regulator and by the studio's shareholder meeting, which is
due to take place in coming months, Bloomberg notes.

Under the agreement, Vine funds will lend $100 million to
EuropaCorp to help it produce new movies, and EuropaCorp will repay
EUR85.6 million (US$94 million) of senior debt over 7 years to a
group of French and U.S. banks, whose names weren't mentioned in
the statement, Bloomberg discloses.


SPCM SA: Moody's Alters Outlook on Ba2 CFR to Positive
------------------------------------------------------
Moody's Investors Service has affirmed SPCM SA's corporate family
rating and probability of default rating at Ba2 and Ba2-PD
respectively. Concurrently, the rating agency has affirmed the
rating of SPCM's senior unsecured notes at Ba2. The outlook has
been changed to positive from stable.

RATINGS RATIONALE

The positive outlook on SPCM's rating reflects the company's low
adjusted leverage of around 3x and Moody's believes that the
company will maintain leverage around this level. Furthermore the
positive outlook reflects the expectation that SPCM will maintain
FCF around break even levels in the next 12 to 18 months, also
supported by the continued absence of shareholder distributions.

Moody's Ba2 rating further takes into account the company's leading
market position in the market for Polyacrylamide, used as a
flocculant in the water treatment process. SPCM is estimated to
operate around 48% of the global PAM capacity, with the next
largest producer of PAM accounting for around 10% of global
capacity. Although the company is focused on PAM it serves a
variety of end markets, which include Municipal Water Treatment
(20% of revenues), Industrial Wastewater Treatment (20%), Oil & Gas
(28%) where the company's products are predominantly used in
enhanced oil recovery and fracking, mining (10%) and paper (8%). In
particular the municipal water treatment and industrial wastewater
treatment markets possess defensive characteristics, while demand
in the oil market in particular the sales to fracking and oil sand
end-markets can be more volatile. However, the rating takes into
account the positive long-term demand fundamentals for the
company's products.

Despite potential demand volatility in these markets the main
source of EBITDA margin variation in the past have been raw
material price fluctuations. The pricing of the raw materials the
company is using in principle closely tied to propylene prices and
acrylonitrile prices. Although the company has in the past been
able to pass through raw material price fluctuations to customers
this usually is only achieved with a time lag and can negatively
impact SPMC's EBITDA margins in times of increasing raw material
prices. SPCM's track record of price increases in the past provides
some comfort with regards to the company's ability to increase
EBITDA margins following periods of weaker profitability induced by
raw material pricing. During 2019 the company has strongly
benefitted from decreasing raw material prices, which is reflected
by an increase in Moody's adjusted EBITDA margin to 16.5% from
around 14% in 2018. Moody's believes that SPCM will be able to
maintain EBITDA margins at a level of 13%-14% on a sustainable
basis.

In the past, the company has invested essentially all of its cash
generated into organic growth. Since 2016 the company increased its
capacity to around 1.32 million tons by the end of 2020 from 0.93
million tons in 2016. The steep step up in investments from 2016 to
2017 has resulted in negative FCF in 2017 & 2018 (negative Moody's
adjusted FCF of EUR256 million and EUR202 million respectively) as
the acceleration of investments have coincided with times of strong
revenue growth and a hence high working capital consumption.
However, as revenue growth and working capital consumption has been
less pronounced during 2019, Fitch  expects that the company has
generated strongly positive FCF in 2019. In the longer term, Fitch
expects the company to modulate capital expenditures in order
maintain FCF generation at break even levels.

LIQUIDITY

Moody's considers SPCMs liquidity to be good. At the end of Q3-19
the company had EUR236 million of cash on balance sheet and access
to around EUR300 million availability under its EUR350 million
revolving credit facility due in 2024. In combination with expected
FFO generation of around EUR400 million in 2020 these sources
comfortably cover, short term debt maturities, swings in working
capital and expected capital expenditures, consisting of around
EUR50-EUR60 million an expansion capex of around EUR300 million.
This view also takes into account that the company will cut back on
expansion capex in case of lower FFO in order to safeguard its
liquidity profile.

STRUCTURAL CONSIDERATIONS

The $500 million senior unsecured notes due 2025 are rated Ba2, in
line with the CFR, and rank equally with the EUR350 million
unsecured RCF (unrated), the EUR550 million notes due 2023
(unrated) and a EUR180 million of EIB Loan. The 2025 notes are not
guaranteed by any subsidiaries, in line with the 2023 notes. They
have incurrence covenants, including limiting the company's ability
to incur additional indebtedness and pay dividends. However, the
notes are structurally subordinated to the liabilities of SPCM's
operating subsidiaries, an increase of these liabilities might
affect Moody's notching practices in the future.

RATING OUTLOOK

The positive outlook on SPCM's rating reflects Moody's expectation
that the company will maintain Moody's adjusted gross leverage at
around 3x times and maintain free cash flow around break-even
levels balancing investments against internal cash generation.

WHAT COULD CHANGE THE RATINGS UP/ DOWN

Moody's could upgrade SPCM's rating if the company were to contain
Moody's adjusted leverage at around 3x, maintains RCF/debt above
20% and maintains FCF at around break-even levels.

Conversely Moody's could downgrade SPCM's rating, if leverage would
remain above 4x for a prolonged period of time or RCF/debt falls to
the low teens in percentage terms. A downgrade of SPCM's rating
also could occur if the company's liquidity deteriorates or adopts
a more aggressive financial policy.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

SPCM SA is the parent holding company of the SNF Group. SNF,
headquartered in Andrezieux, France, is the world's largest
chemical company producing non-captive polyacrylamide. PAM is a
water-soluble chemical used as flocculant to separate suspended
solids from liquids, as viscosity modifiers to alter the thickness
of liquids, and drag reducers to decrease pressure drop in segments
of pipes. In 2019 the company is expected to generate revenues of
around EUR3.3 billion. The company employs around 6,500 people
globally.


TECHNICOLOR SA: Moody's Lowers CFR to Caa1, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has downgraded Technicolor S.A.'s
corporate family rating to Caa1 from B3 and to Caa1-PD from B3-PD
the probability of default rating of the French media,
communication and entertainment services provider. Concurrently
Moody's downgraded to Caa1 from B3 the ratings on the group's
senior secured term loans maturing 2023. The outlook changed to
stable from negative.

RATINGS RATIONALE

The downgrade to Caa1 reflects prolonged challenges in most of
Technicolor's markets, evidenced by the company's weak operating
performance and in particular by strongly negative free cash flow
generation. As a consequence, Technicolor's 2019 credit metrics,
evidenced by Moody's adjusted debt/EBITDA of approx. 7.3x and
Moody's-adjusted EBITA/interest of approx. 0.5x, are currently
below the requirements for the previous B3 rating category, with a
reduced likelihood of a recovery over the next quarters. The
recently announced 2020-2022 Strategic Plan assumes this year will
be weak in visual special effects for film, but the plan could be
additionally burdened if the anticipated weak film slate in 2020 is
worse than expected or by an increasingly challenging macro
environment.

The stable outlook reflects the expectation of a successful
execution of the announced EUR300 million rights issue, which is
conditional on the approval of the extraordinary general meeting on
March 23. Technicolor intends to bridge the rights issue with a
proposed $110 million facility. The additional liquidity headroom
is central to support the ongoing performance improvement measures,
which might continue to burden the company's free cash flow
generation.

Positive rating pressure could build up, in a scenario of a
successful rights issue together with a successful execution of the
Strategic Plan during the course of 2021, provided that free cash
flow generation has turned around and profitability is improved,
resulting in more adequate credit metrics which is expected by the
company to materialize in 2021.

While the commitment of Technicolor's key shareholders RWC Asset
Management LLP (holding 10.13% of Technicolor's equity) and
Bpifrance Participations SA (5.27%) to subscribe to the rights
issue for an amount pro-rata to their respective current
shareholding is clearly supportive for the transaction, failure to
get approval of the capital increase from shareholders might bring
the company under renewed liquidity pressure in a scenario of a
failure to improve operating performance and free cash flow
generation and could result in a further negative rating action.
Technicolor's capital structure is highly leveraged and requires a
sustained recovery in free cash flow generation to support a
deleveraging.

The announcements to strengthen the group's capital structure and
to accomplish a 2020-2022 strategic plan, including cost savings of
approx. EUR150m on a run-rate basis by 2022, follow a challenging
financial year 2019. Technicolor's comparable EBITDA of EUR246
million (excl. IFRS 16) came in 9.7% below 2018's level. More
severe, the group's reported negative free cash flow of EUR-161
million (excl. IFRS 16) was substantially below 2018's figure of
EUR-43 million and weakened further Technicolor's liquidity profile
(including IFRs 16, 2019's free cash flow amounted to EUR-98
million). As 2019's negative free cash flow was, among other
factors, driven by unfavorable change in payment terms which should
not occur in 2020 the company expects a significant improvement in
2020.

LIQUIDITY

Pre closing of the proposed rights issue, Technicolor's short-term
liquidity is fragile. The group's internal sources comprise around
EUR65 million of cash on balance sheet as of December 31, 2019, an
undrawn EUR250 million revolving credit facility and a $125 million
credit line provided by Wells Fargo. This compares to a Moody's
adjusted negative free cash flow of approx. EUR- 190 million in
2019. Conditional on the successful execution of the rights issue,
the maturity of both facilities will be extended to March 31, 2023.
The company's term loans will come due only in December 2023.

OUTLOOK

The stable outlook reflects Moody's expectation that the proposed
rights issue will be successfully executed and gross proceeds of
EUR300 million will provide the company with sufficient financial
resources to accomplish its planned restructuring measures.

WHAT COULD CHANGE THE RATING UP / DOWN

Downward pressure on the ratings would develop, if (1) the proposed
rights issue to raise EUR300 million fails, (2) structural
challenges in Technicolor's markets further burden its operating
performance, or (3) the liquidity profile further weakens.

Upward pressure on the ratings would build, if the proposed rights
issue is successfully executed, and operating performance starts to
improve, enabling the group to (1) reduce leverage sustainably
below 7x Moody's-adjusted debt/EBITDA, (2) increase
Moody's-adjusted EBITA/interest expense to above 1x, and (3)
strengthen free cash flow generation above the breakeven level.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Technicolor S.A., headquartered in Paris, France, is a leading
provider of solutions and services for the Media & Entertainment
industries, deploying and monetizing next-generation video and
audio technologies and experiences. The group operates in two
business segments: Entertainment Services and Connected Home.
Technicolor generated revenues of around EUR3.8 billion and EBITDA
(company-adjusted) of EUR324 million in 2019.




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

TUI AG: S&P Lowers ICR to 'BB-' on Ongoing Aircraft Grounding
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and senior
unsecured debt ratings on Tui AG to 'BB-' from 'BB'.

The 737 MAX grounding is affecting the group's profitability and
cash flow generation more than we anticipated.

Tui announced recently that 15 aircraft will remain grounded until
the end of fiscal year 2019-2020 (Sept. 30). This is commensurate
with our assumptions that the U.S. authorities will likely lift the
grounding in the summer. The grounding will therefore affect Tui's
earnings and operating cash generation during 2020, weakening the
S&P Global Ratings-adjusted EBITDA margin to 8%-9% from 10.8% in
fiscal 2018. While only about 10% of the company's fleet is
affected, Tui is contracting a mix of dry-leased and more expensive
wet-leased aircraft (including crews and maintenance) to replace
this capacity to serve its owned hotels and booked capacities at
third-party hotels.

The impact of the extended grounding is diminishing the group's
headroom under the rating to withstand further shocks in an
uncertain trading environment.

S&P said, "Because the return of the 737 Max aircraft to service
depends on regulatory approvals, we see a risk of further delays.
U.S. authorities are required to certify the aircraft type and will
certify the simulator trainings for pilots. Afterward, we expect EU
authorities to decide on the grounding. In addition, following the
Brexit announcement, a new flight right scheme between the U.K. and
EU is due before the end of 2020, should the two not agree to
extend the interim period. While we believe that an agreement or
extension will happen with no impact on airline operations,
uncertainty remains. The same holds for our view on the
coronavirus' impact on Tui's business. As of now, we expect only
minimal impact but we also see a still-low likelihood event risk
that the virus will spread further into Europe lowering tourists'
willingness or ability to travel. Lastly, the variability of
weather patterns poses a risk for the summer tour operation season,
given that commitments on capacities are taken early in the year,
as demonstrated in the 2018 season." While each of these risks in
isolation have a low probability, they become material when taken
together given the company's financial leverage, cash consumption,
and cash-intensive business model.

The sale of Hapag-Lloyd Cruises will bolster the group's liquidity
in light of the uncertain development of the coronavirus outbreak,
although it releverages the Tui Cruises joint venture.

Tui has announced the sale of its expedition and luxury cruise line
for net proceeds of EUR600 million-EUR700 million to the joint
venture Tui Cruises. The company expects to receive proceeds before
September. S&P said, "We believe that this sale would help cover
the expected cash outflows after capital spending and dividends for
the current fiscal year and supports Tui's liquidity over the next
12 months. At the same time, this transaction will increase
leverage at the equity-accounted joint venture Tui Cruises,
although not to an elevated level. While we understand that Tui
Cruises funds itself on a stand-alone basis with incurred debt
having no recourse to Tui AG, we also believe that the brand
identity in the German market and material dividends received from
Tui Cruise can be an incentive for Tui to support Tui Cruises in
the hypothetical case of the latter's financial distress.
Therefore, while we view positively the cash provided by the
disposal, Tui is now exposed to a more leveraged joint venture
company."

Although the group's financial leverage is still manageable, its
cash flow-based ratios are weak for the rating.

Despite the grounding's negative impact on earnings and cash flows,
we believe that Tui's net debt levels will not materially increase.
Support will come from the disposal of Hapag-Lloyd Cruises,
potential cash compensation from Boeing for the grounding, or any
potential increase in customer bookings following the closure of
competitor Thomas Cook. S&P said, "We expect S&P Global
Ratings-adjusted funds from operations (FFO) to debt will likely
reach 23%-25% in fiscal 2019-2020 after about 25% in fiscal
2018-2019 and 30% in fiscal 2017-2018. This corresponds to debt to
EBITDA of about 3.1x for this fiscal year, with no material further
negative impact from the introduction of the IFRS 16 lease
accounting standard, because we already capitalize a similar amount
of operating leases." However, these credit metrics are based on an
equity accounting of the leveraged Tui Cruises joint venture. A
proportionate consolidation of Tui Cruises would increase our
leverage calculation by about half a turn. Still, the company's
cash flow metrics such as adjusted free operating cash flow (FOCF)
to debt and adjusted discretionary cash flow (DCF) to debt ratio
are weak for the rating. The revised dividend policy will support
the DCF to debt metrics somewhat from fiscal 2020-2021 onwards.

The refinancing of the bond maturing in 2021 at least 12 months
before its maturity is an important rating expectation.

S&P said, "While we believe that the sale of Hapag-Lloyd Cruises
will bring sufficient liquidity to sustain the material expected
cash outflows after capital spending and material dividend payments
during 2020, our rating factors in expectations that the bond
maturing in October 2021 will be refinanced at least 12 months
before maturity, in October 2020."

The negative outlook reflects the impact of the 737 Max grounding
on Tui's earnings and cash flow generation profile and the array of
risks affecting the industry. The outlook also reflects the
not-yet-refinanced EUR300 million bond due in 2021.

"We could lower the rating on the company over the next few months
if earnings and cash flows weakened beyond expectations, the Boeing
737 Max grounding continued even longer compared with the current
schedule, the coronavirus spread in a way that could jeopardize
bookings, or the tour operation season was jeopardized by other
consumer behavior or weather patterns, or if the company failed to
refinance its bond maturing in October 2021 at least 12 months
before its maturity.

"We could revise the outlook to stable if Tui contained the
deterioration of its earnings and cash flows with neutral reported
FOCF generation after all lease payments and maintains FFO to debt
well above 20%; the 737 Max grounding ended on schedule; the
coronavirus did not affect meaningfully the company's results; and
Tui had a successful summer tour operation season."




=============
I R E L A N D
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JEPSON 2019: S&P Affirms 'B-(sf)' Rating on Class G Notes
---------------------------------------------------------
S&P Global Ratings raised its credit ratings on Jepson 2019 DAC's
class B-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes, and affirmed its
ratings on all other classes.

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

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

"After applying our updated Irish RMBS criteria, the overall effect
in our credit analysis results in a lower weighted-average
foreclosure frequency (WAFF) and a decrease in the weighted-average
loss severity (WALS). Our WAFF assumptions have decreased at all
rating levels mainly due to the application of our updated
reperforming loans adjustment and the decrease of our archetypal
foreclosure frequency anchors at all rating levels. Our WALS
assumptions have decreased at all rating levels as a result of
higher property prices throughout Ireland, which triggered a lower
weighted-average current LTV ratio, and also our revised jumbo
valuation thresholds."

  Credit Analysis Results
  Rating level     WAFF (%)   WALS (%)
  AAA              69.10      39.87
  AA               49.93      35.12
  A                39.78      27.14
  BBB              28.42      22.76
  BB               16.44      19.68
  B                13.92      16.92

As of the December 2019 interest payment date, the liquidity
reserve fund and the non-liquidity reserve fund were at their
required amounts.

S&P said, "Our conclusions on operational, counterparty, and legal
risk analysis remain unchanged since closing. Therefore, no rating
cap applies to this transaction.

"We have affirmed our 'AAA (sf)' rating on the class A notes
because our analysis indicates that the available credit
enhancement for this class of notes is commensurate with the
currently assigned rating.

"The class B-Dfrd notes pass our credit and cash flow stresses at
the 'AAA' level. However, we consider that the deferrable nature of
the notes is not consistent with our 'AAA' rating definition. We
have therefore raised to 'AA+ (sf)' from 'AA (sf)' our rating on
this class of notes.

"Our analysis indicates that the class C-Dfrd, D-Dfrd, E-Dfrd,
F-Dfrd, and G-Dfrd notes could withstand our stresses at higher
ratings than those currently assigned. However, the ratings on
these classes of notes are constrained by additional factors.
Specifically, we considered the very high level of arrears that the
transaction's loans suffered during the global financial crisis and
the pool's high level of restructured loans, which makes these type
of borrowers more vulnerable to default. Additionally, we
considered the available credit enhancement for these notes and
their relative positions in the capital structure. Finally, we
considered potential exposure to tail-end risks given the
interest-only exposure in the pool, the increasing trend in arrears
levels since closing, and the ratings' sensitivity to recovery
assumptions.

"We have therefore raised to 'A- (sf)', 'BB+ (sf)', and 'B+ (sf)',
"from 'BBB+', 'BB (sf)', and 'B (sf)', our ratings on the class
D-Dfrd, E-Dfrd, and F-Dfrd notes. At the same time, we have
affirmed our rating on the class C-Dfrd notes at 'A+ (sf)'.

"For the class G-Dfrd notes, in our view, due to their junior
position in the capital structure, they remain most at risk of
losses, and thus we have affirmed our rating at 'B- (sf)'.

"As part of our analysis we ran additional scenarios in order to
incorporate the risk of increased WAFF levels and lower recoveries
on assets in arrears over nine months, in consideration of the
increasing arrears trend evident in the transaction performance
since closing and the limited recoveries recorded to date. In these
scenarios, the notes did not pass our 'B' rating level cash flow
stresses.

"Therefore, we continue to apply our 'CCC' criteria, to assess if
either a 'B-' rating or a rating in the 'CCC' category would be
appropriate. According to our 'CCC' criteria, for structured
finance issues, expected collateral performance and the level of
credit enhancement are the primary factors in our assessment of the
degree of financial stress and likelihood of default. We performed
a qualitative assessment of the key variables, together with an
analysis of performance data, and we do not consider repayment of
the class G-Dfrd notes to be dependent upon favorable business,
financial, and economic conditions."

Overall, while the arrears have demonstrated an increasing trend
and recoveries have been limited to date, the transaction
incorporates a hybrid principal deficiency ledger (PDL) mechanism,
which provisions for a portion of arrears as well as losses. S&P
considers this positive for the transaction given that any
available excess spread is trapped earlier without requiring the
recovery process to be fully completed. The current PDL for the Z2
notes is now fully allocated at EUR18.75 million, and the class Z1
note PDL is starting to build up, which we have incorporated into
our cash flow analysis.

The assets backing the transaction are first-ranking reperforming
residential mortgage loans, secured on properties in Ireland.




=========
I T A L Y
=========

ALITALIA SPA: EC Opens Probe Into EUR400-Mil. Government Loan
-------------------------------------------------------------
Javier Espinoza and Miles Johnson at The Financial Times report
that the European Commission has opened an investigation into a
EUR400 million Italian government loan to Alitalia after complaints
alleging it breaches state aid rules.

According to the FT, the EU's executive body said in a statement
regulators will assess whether the loan constitutes state aid and
whether it complies with European rules on loans to companies in
difficulty.

The Italian government will have to explain the reasoning behind
the loan, the FT notes.  The commission said the investigation
"will provide clarity to Italy and the company as well as
interested buyers", the FT relates.

Italy provided the loan last December to help the ailing airline
streamline its operations as it seeks a potential buyer, the FT
recounts.

The commission, as cited by the FT, said regulators in Brussels
have since then received a number of complaints, alleging that the
loan constitutes state aid and is illegal.

Brussels, the FT says, is already investigating whether a bridge
loan from the Italian government in 2017 totalling EUR900 million
also complies with the bloc's rules on state aid.  This probe was
launched in April 2018, the FT relays.

The fate of Alitalia, which has not posted a profit in 15 years and
is estimated by analysts to be losing several million euros every
week, has long been a political headache for the Italian
government, the FT discloses.

Stefano Patuanelli, minister for economic development, told the FT
late last year that the EUR900 million of loans advanced by the
Italian state to Alitalia did not count as state aid.  This is
because the loans would only last until the airline was sold, the
FT states.

                       About Alitalia

With headquarters in Fiumicino, Rome, Italy, Alitalia is the flag
carrier of Italy.  It's main hub is Leonardo da Vinci-Fiumicino
Airport, Rome.  The company has a workforce of 12,000+. It reported
EUR2,915 million in revenues in 2017.

Alitalia and its subsidiary, Alitalia Cityliner S.p.A., are in
Extraordinary Administation (EA), by virtue of decrees of the
Ministry of Economic Development on May 2 and May 17, 2017,
respectively.  The companies were subsequently declared insolvent
on May 11 and May 26, 2017 respectively.  

Luigi Gubitosi, Prof. Enrico Laghi and Prof. Stefano Paleari were
appointed as Extraordinary Commissioners of the Companies in
Extraordinary Administration.

The Italian government ruled out nationalizing Alitalia in 2017 and
since then, the airline has been put up for sale.  To this
development, Delta Airlines, Easyjet and Italian railway company
Ferrovie dello Stato Italiane have expressed interest in acquiring
the airline in 2018.  Since then, Easyjet has withdrawn its offer.


PRO.GEST SPA: S&P Lowers ICR to 'B-' on Weakening Liquidity
-----------------------------------------------------------
S&P Global Ratings lowered its ratings on Italian packaging group
Pro.Gest SpA  and its fixed-rate senior unsecured notes to 'B-'
from 'B'. The ratings remain on CreditWatch with negative
implications.

S&P said, "We expect Pro-Gest's liquidity will remain weak in 2020.
The company had EUR30 million cash on its balance sheet as of
February 2020, and no availabilities under committed credit lines.
Currently, the company has about EUR26 million of payments due in
2020 relating to an antitrust fine. We understand that the company
hopes to raise a guarantee for the entire amount of the fine;
obtaining the guarantee would allow Pro.Gest to postpone future
payments (the first payment toward the fine was made in February
2020) until at least July 2020. Furthermore, the company revised
its capital expenditure (capex) expectations for 2020 to EUR35
million-EUR40 million from EUR15 million previously, and we
therefore expect the company will generate negative free operating
cash flow (FOCF) in 2020. We believe liquidity is further
undermined by material debt repayments under bilateral loan
agreements. We understand that the company is looking into several
options to improve its liquidity position, including new financing
(for EUR45 million), noncore asset sales (EUR50 million), and the
collection of receivables due from associated companies (EUR40
million in 2020; EUR18 million in 2022).

"We expect covenants will be breached again at year-end 2020.  The
company has finalized the waiver for the anticipated breach of
certain year-end 2019 financial covenants. We expect Pro.Gest will
breach these covenants again in December 2020, but understand that
the company is looking into options to avoid this.

"Potential reopening of Mantova plant is now expected in
second-quarter 2020, but we cannot rule out further delays to this
process.  Local authorities are still reviewing the environmental
impact assessment submitted by Pro.Gest. Pro.Gest continues to
believe that they are likely to receive authorization to reopen the
plant at Mantova, given that they abandoned their initial plan to
set up a new waste incinerator there. However, any delay would lead
us to revise our EBITDA expectations for 2020. We currently
anticipate a EUR5 million EBITDA contribution from Mantova for
2020.

"Our CreditWatch negative reflects a one-in-two likelihood that we
could lower the issuer credit rating further. We expect to resolve
the CreditWatch status in the coming months as we receive updated
information from the company on its liquidity position, including
on the collection of receivables from associated companies and the
disposal of noncore assets.

"We could lower the rating if Pro.Gest's liquidity tightens
further. This could happen if Pro.Gest does not collect the EUR40
million in receivables from an associated company in 2020, or if it
fails to sell its site in Monza (EUR50 million) this year.
Liquidity could also weaken if containerboard prices continue to
decline materially or if the company experiences further unexpected
working capital or capex outflows.

"We could remove the ratings from CreditWatch and consider an
upgrade if we see material improvement in the company's liquidity
position. This could result from improved cash generation following
the re-opening of Mantova, improved market conditions, and better
working capital management."




===================
K A Z A K H S T A N
===================

CENTRAL-ASIAN ELECTRIC-POWER: Fitch Lowers LongTerm IDR to 'CCC-'
-----------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Foreign Currency Issuer
Default Ratings of Kazakhstan-based Joint Stock Company
Central-Asian Electric-Power Corporation and its fully owned
subsidiaries, Joint Stock Company Pavlodarenergo and Joint Stock
Company Sevkazenergo, to 'CCC-' from 'B-' and simultaneously
withdrawn their ratings.

The downgrade reflects deterioration of CAEPCO's leverage above its
previous negative trigger and unfunded liquidity. The ratings also
reflect high FX risks, limited scale of operations and an evolving
regulatory framework, which is only partially offset by the
companies' vertical integration and a stable regional market
position. Fitch assesses CAEPCo, Pavlodarenergo and Sevkazenergo on
a consolidated basis.

The ratings of CAEPCo and its two subsidiaries, Pavlodarenergo and
Sevkazenergo, were withdrawn for commercial reasons. Fitch will no
longer provide ratings or analytical coverage of CAEPCo,
Pavlodarenergo and Sevkazenergo.

The ratings were withdrawn with the following reason For Commercial
Purposes

KEY RATING DRIVERS

Higher Leverage Expected: Fitch expects CAEPCo's consolidated funds
from operations adjusted gross leverage to deteriorate to above its
previous negative trigger of 6.5x over 2019-2023. This is on the
back of weaker operational results in 2019, which Fitch expects to
lead to lower EBITDA, higher debt and increased amount of guarantee
issued for CAEPCo's parent, Central-Asian Power Energy Company JSC,
on its outstanding loan from VTB Bank SE on the back of the Kazakh
tenge's depreciation against the Russian rouble.

Guarantees Treated as Off-Balance Sheet Debt: CAEPCo and its
subsidiaries guaranteed CAPEC loans of about KZT63 billion from
Joint Stock Company Bank VTB (Kazakhstan) and VTB Bank (Europe) SE.
At end-2018 CAPEC disbursed around KZT50 billion in Russian roubles
and Kazakh tenge to repurchase stakes in CAEPCo (KZT33 billion)
from European Bank for Reconstruction and Development (22.6%) and
Islamic Infrastructure Fund (10.49%) and to redeem local bonds
(KZT17 billion). As a result, CAPEC's share in CAEPCo equity
increased to 92.75% from 59.65%. The KZT33 billion loan matures at
end-2021 and another KZT17 billion in 2025 with gradual
amortisation from end-2020. Fitch treats guarantees as off
balance-sheet debt, driving an increase in CAEPCo's leverage.

CAEPCO Dividend to Service Debt: As CAEPCo is the key
cash-generating entity within the CAPEC group, Fitch views
dividends from CAEPCo as a primary source for CAPEC to pay interest
on the VTB loan. Therefore, it included about KZT6 billion on
average as an outflow in form of dividends or loans to shareholder
annually over 2019-2023. Moreover, the expected amortisation of
loans from December 2020 may require additional outflow or
refinancing.

Covenants Breach: At end-2018 CAEPCo and some of its subsidiaires
breached certain covenants under outstanding loans and the group
has not received the waivers from the banks. The loans were
reclassified to short-term. According to 2018 IFRS financial
statements the group received oral confirmation from EBRD and AO
Sberbank that they would not immediately demand loan repayment for
at least 12 months from the date of 2018 IFRS financial statements
approval, except for the loans that are expected to be refinanced
with funds received under the loan from VTB Bank.

Consolidated Approach: Fitch assesses CAEPCo, Pavlodarenergo and
Sevkazenergo on a consolidated basis, given the absence of
ring-fencing, a centrally managed treasury, and debt located at
both holdco and opco levels. Pavlodarenergo and Sevkazenergo are
two key operating subsidiaries within the CAEPCo group,
contributing 53% and 39% of group EBITDA in 2018, respectively.
Pavlodarenergo's and Sevkazenergo's ratings are aligned with those
of CAEPCo. The ratings reflect CAEPCo's standalone credit profile.
However, Fitch views the credit profiles of CAEPCo and its parent,
CAPEC, as similar.

ESG Impact: CAEPCo and its subsidiaries have an ESG Relevance Score
of 5 for Group Structure as they issued guarantees in favor of
CAPEC, CAEPCo's parent, that have a material impact on credit
ratios. CAEPCo and its subsidiaries have an ESG Relevance Score of
4 for Governance Structure following the changes in shareholders
structure and ESG Relevance Score of 4 for Financial Transparency
as it has limited visibility on their liquidity.

DERIVATION SUMMARY

CAEPCo is one of the largest privately-owned electricity generators
in the highly fragmented Kazakh market, responsible for around 6%
of electricity generation in the country. It is vertically
integrated across electricity generation, supply and distribution,
which gives the group access to markets for its energy output and
limits customer concentration. CAEPCo's closest peer is Limited
Liability Partnership Kazakhstan Utility Systems (KUS, B+/Stable),
whose EBITDA is also dominated by electricity generation. CAEPCo
has a weaker financial profile than KUS on the back of lower
margins, poor liquidity and higher debt, which include guarantees
issued for CAPEC's debt.

The ratings of Sevkazenergo and Pavlodarenergo are aligned with
CAEPCo's, reflecting their position as two key operating
subsidiaries within the CAEPCo group at over 90% of EBITDA in
2018.

KEY ASSUMPTIONS

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

  - Kazakhstan's GDP growth at 3.8%-4% p.a. and CPI of 4.6%-5.2%
p.a. over 2019-2023

  - Electricity volume growth at below GDP growth

  - Capex of about KZT12 billion-KZT13 billion annually over
2019-2023

  - Inflation-driven cost increase up to 2023

  - CAEPCo to pay dividends of about KZT6 billion annually over
2020-2023

  - Sevkazenergo and Pavlodarenergo to pay dividends at 100% of
IFRS net income annually for 2019-2023

  - Guarantee for CAPEC loans of KZT55 billion is included in the
adjusted debt calculations (including KZT2 billion as a financial
guarantee on the balance sheet and the remaining KZT53 billion
amount as off- balance sheet) over 2019-2023 for CAEPCo,
Sevkazenergo and Pavlodarenergo.

Key Recovery Rating Assumptions for CAEPCo, Sevkazenergo And
Pavlodarenergo:

  - The recovery analysis assumes that CAEPCo, Sevkazenergo and
Pavlodarenergo would be going-concern enterprises in bankruptcy and
that the companies would be reorganised as a group rather than
liquidated.

  - A 10% administrative claim.

Going-Concern Approach

  - The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which it bases
the valuation of the group.

  - The going-concern EBITDA is 5% below normalised 2018 EBITDA.

  - An enterprise value multiple of 4.5x is applied to the
going-concern EBITDA of CAEPCo to calculate a post-reorganisation
EV.

  - Unsecured loans/ bonds at the opcos and guarantees issued for
CAPEC debt are prior-ranking to unsecured claims at CAEPCo, but
behind senior secured creditors at CAEPCo.

  - Financial leases are not considered in the recovery waterfall.

  - The principal waterfall results in zero recovery corresponding
to a Recovery Rating 'RR6' for senior unsecured debt at CAEPCo.

- The principal waterfall results in recovery rates corresponding
to 'RR4' for senior unsecured debt at Sevkazenergo and
Pavlodarenergo.

RATING SENSITIVITIES

N/A

LIQUIDITY AND DEBT STRUCTURE

Unfunded Liquidity: CAEPCo's liquidity is reliant on access to debt
refinancing. At end-3Q19 cash and deposits of about KZT3 billion
were insufficient to cover short-term debt of KZT74 billion. Fitch
expects 12-month free cash flow to be negative, which will add to
funding requirements.

ESG CONSIDERATIONS

Unless otherwise disclosed, 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.

CAEPCo and its subsidiaries have an ESG Relevance Score of 5 for
Group Structure as they issued guarantees

in favor of CAPEC, CAEPCo's parent, that have a material impact on
credit ratios.

CAEPCo and its subsidiaries have an ESG Relevance Score of 4 for
Governance Structure following the changes in shareholders
structure and ESG Relevance Score of 4 for Financial Transparency
as Fitch has limited visibility on their liquidity.




===================
L U X E M B O U R G
===================

SAPHILUX SARL: Moody's Alters Outlook on B3 CFR to Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the B3 Corporate Family
rating to Saphilux S.a.r.l. and the B2 rating to the increased
EUR656 million senior secured term loan B due 2025 and the EUR50
million senior secured revolving credit facility due 2024.

Concurrently, Moody's has downgraded IQ-EQ's Probability of Default
Rating to B3-PD from B2-PD. The outlook on all ratings has changed
to stable from negative.

The proceeds from the increase term loan will be used to finance
the acquisition of Blue River.

Its action reflects the recent positive operating performance trend
and free cash flow generation combined with the expectation of
further credit metrics improvements, supported by a change in the
treatment of the EUR374 million shareholder loans from debt to
equity. Furthermore, the rating action reflects the improved
business profile of IQ-EQ with the acquisition of US-based fund
administration provider Blue River.

Downgrades:

Issuer: Saphilux S.a.r.l.

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Affirmations:

Issuer: Saphilux S.a.r.l.

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)

Outlook Actions:

Issuer: Saphilux S.a.r.l.

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The B3 corporate family rating reflects IQ-EQ's high leverage of
8.7x in 2019 pro forma for the acquisition which is not in line
with the requirements for the current rating category but is
expected to improve towards 7.5x within 12-18 months.

IQ-EQ has via the past acquisitions significantly increased scale
and is now amongst the top four providers in the Trust & Corporate
Services market. The past transactions almost tripled revenues and
allowed for cost reductions and synergies.

The stable outlook reflects the expectation that the company will
continue to achieve the synergies whilst a significant reduction of
one-off items. Additionally, the market conditions have stabilized
during the last months and no further adverse effect from
regulation is expected in short term.

The B3 CFR more positively reflects IQ-EQ's (i) resilient business
in a fragmented market; although the historical financial
performance of the company is heavily influenced by rapid growth
from acquisitions, the sector appears to be relatively stable
through the cycle; (ii) a well-diversified customer base with
long-standing relationships; (iii) strong cash conversion due to
high margins and low capex from the company's asset light business
model, and; (iv) long-standing customer relationships and high
switching costs resulting in 90% recurring revenues.

Moody's has considered in its analysis of IQ-EQ the following
environmental, social and governance 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, it
understands the company has taken all necessary measures to protect
its customer's data and has in place structures to prevent such
events. In terms of governance, IQ-EQ is a private company majority
owned by private equity firm Astorg. Financial policy is expected
to be aggressive across the period as evidenced by the very high
leverage. Despite the company's deleveraging potential, Fitch sees
a risk of debt-funded acquisitions as the tolerance for leverage is
high.

LIQUIDITY

Moody's views the liquidity profile of IQ-EQ as adequate based on
(i) strong operating cash flow which covers all planned needs
including extraordinary capex; (ii) EUR30 million cash balance as
of December 2019; (iii) EUR24 million capacity under the EUR50
million 6-year RCF with a springing covenant with ample headroom,
and; (iv) no debt maturities until 2024.

STRUCTURAL CONSIDERATIONS

Using the Moody's Loss Given Default methodology, the B3-PD PDR is
line with the CFR as it is customary with capital structure
including bank debt and no financial maintenance covenants.

The senior term loan and RCF are both rated B2 as they rank pari
passu one notch above the CFR, reflecting their priority relative
to the EUR100 million second lien term loan (unrated). This one
notch differential is explained by the loss absorption cushion
provided by the second lien. While the rating of the term loan
remains at B2, the headroom to maintain the one notch uplift
compared to the CFR has decreased and is now very limited. A
reduction of the second lien term loan would also challenge the one
notch differential.

Moody's also notes the presence of a EUR374 million shareholder
loans (including capitalized interest) in the capital structure
which has been treated as equity under Moody's hybrid methodology.

Rating outlook

The stable outlook reflects the expectation that IQ-EQ will be able
to generate organic revenue growth in the mid-single digits in
percentage terms while maintaining high operating profit margins
around 30% (Moody's adjusted EBITDA). The stable outlook also
reflects an ongoing de-leveraging within a range of 7.0x-7.5x
Moody's adjusted debt/EBITDA over the next 12-18 months, mainly
driven by profit growth and positive free cash flows. Finally, the
stable outlook assumes no shareholder distribution or material debt
funded acquisitions.

What Could Change the Rating Up/Down

Moody's would consider to upgrade IQ-EQ's rating if (i) debt/EBITDA
(Moody's adjusted) declines towards 6.0x, (ii) EBITA-margin
(Moody's adjusted) exceeds 30%, and (iii) RCF/net debt (Moody's
adjusted) exceeds 10%, all on a sustainable basis. Moreover, an
upgrade would require the absence of any adverse changes in
regulation.

Moody's would consider a rating downgrade if (i) debt/EBITDA
remains above 8.0x, (ii) EBITA margins declined below 20%, or (iii)
free cash flows turned negative. The ratings could also be
downgraded if the company's liquidity deteriorated to weak levels.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

IQ-EQ, formerly known as SGG, is one of the largest independent
fund and corporate services providers globally. Headquartered in
Luxembourg, it has also developed a strong market presence in the
Netherlands, Mauritius, France, UK, the Crown Dependencies,
Belgium, Singapore, and Hong Kong. IQ-EQ provides a comprehensive
range of value-added services and tailored solutions for funds,
corporates and private clients with pro forma revenues of EUR323
million in 2019 with a Moody's adjusted EBITDA of EUR99 million.




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

DOMI BV 2020-1: Moody's Assigns (P)Ca Rating on Class X2 Notes
--------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to Notes to
be issued by Domi 2020-1 B.V.:

EUR[] M Class A Mortgage Backed Floating Rate Notes due April 2052,
Assigned (P)Aaa (sf)

EUR[] M Class B Mortgage Backed Floating Rate Notes due April 2052,
Assigned (P)Aa2 (sf)

EUR[] M Class C Mortgage Backed Floating Rate Notes due April 2052,
Assigned (P)A2 (sf)

EUR[] M Class D Mortgage Backed Floating Rate Notes due April 2052,
Assigned (P)Baa2 (sf)

EUR[] M Class E Mortgage Backed Floating Rate Notes due April 2052,
Assigned (P)Ba1 (sf)

EUR[] M Class F Mortgage Backed Floating Rate Notes due April 2052,
Assigned (P)Caa3 (sf)

EUR[] M Class X1 Mortgage Backed Floating Rate Notes due April
2052, Assigned (P)Caa2 (sf)

EUR[] M Class X2 Mortgage Backed Floating Rate Notes due April
2052, Assigned (P)Ca (sf)

Moody's has not assigned a rating to the EUR [] Class Z Notes due
2052.

RATINGS RATIONALE

The Notes are backed by a static pool of Dutch buy-to-let mortgage
loans originated by Domivest B.V. This represents the second
issuance of this originator.

The portfolio of assets amounts to EUR [339.5] million as of
January 21, 2020. The Reserve Fund is funded at [0.75]% of the
Notes balance of Class A at closing with a target of [1.5]% of
Class A Notes balance until the step-up date. The total credit
enhancement for the Class A Notes at closing will be [11.50]% in
addition to excess spread and the credit support provided by the
reserve fund.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a static portfolio and an amortising reserve fund
sized on aggregate at closing at [0.75]% of Class A Notes'
principal amount. However, Moody's notes that the transaction
features some credit weaknesses such as a small and unregulated
originator also acting as master servicer and the focus on a small
and niche market, the Dutch BTL sector. Domivest B.V. with its
current size and set-up acting as master servicer of the
securitised portfolio would not have the capacity to service the
portfolio on its own. However, the day-to-day servicing of the
portfolio is outsourced to Stater Nederland B.V. ("Stater", NR) as
delegate servicer and HypoCasso B.V. (NR, 100% owned by Stater) as
delegate special servicer. Stater and HypoCasso B.V. are obliged to
continue servicing the portfolio after a master servicer
termination event. This risk of servicing disruption is further
mitigated by structural features of the transaction. These include,
among others, the issuer administrator acting as a back-up servicer
facilitator who will assist the issuer in appointing a back-up
servicer on a best effort basis upon termination of the servicing
agreement. Moody's has applied adjustments in its MILAN analysis
including a haircut on property values to account for the
illiquidity of properties if sold in rented state.

Moody's determined the portfolio lifetime expected loss of [2.5]%
and Aaa MILAN credit enhancement of [17.0]% related to borrower
receivables. The expected loss captures its expectations of
performance considering the current economic outlook, while the
MILAN CE captures the loss Moody's expects the portfolio to suffer
in the event of a severe recession scenario. Expected defaults and
MILAN CE are parameters used by Moody's to calibrate its lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS.

Portfolio expected loss of [2.5]%: This is higher than the average
in the Dutch RMBS sector and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i)
that no historical performance data for the originator's portfolio
is available; (ii) benchmarking with comparable transactions in the
Dutch owner-occupied market and the UK BTL market; (iii)
peculiarities of the Dutch BTL market, such as the relatively high
likelihood that the lender will not benefit from its pledge on the
rents paid by the tenants in case of borrower insolvency; and (iv)
the current positive economic conditions and forecasts in The
Netherlands.

The MILAN CE for this pool is [17.0]%: Which is higher than that of
other RMBS transactions in The Netherlands mainly because of: (i)
the fact that no meaningful historical performance data is
available for the originator's portfolio and the Dutch BTL market;
(ii) the weighted average current loan-to-market value (LTMV) of
approximately [68.9]%; and (iii) the high interest only (IO) loan
exposure (all loans are IO loans after being repaid to 60.0% LTV).
Moody's also considered the high maturity concentration of the
loans as more than 80% repay within the same year. Borrowers could
be unable to refinance IO loans at maturity because of the lack of
alternative lenders. Furthermore, while Domivest is using the
market value in tenanted status in assessing the LTV upon
origination, Moody's applies additional stress to the property
values to account for the higher illiquidity of rented-out
properties when being foreclosed and sold in rented state in a
severe stress scenario. Due to the small and niche nature of the
Dutch BTL market and the high tenant protection laws in The
Netherlands Moody's considers a higher likelihood that properties
will have to be sold with tenants occupying the property than in
other BTL markets, such as UK.

Principal Methodology

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 that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of: (a) servicing or cash management interruptions; and (b) the
risk of increased swap linkage due to a downgrade of a currency
swap counterparty ratings; and (ii) economic conditions being worse
than forecast resulting in higher arrears and losses.




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

DEBENHAMS PLC: S&P Discontinues Ratings
---------------------------------------
S&P Global Ratings, on Feb. 28, 2020, discontinued all of its
ratings on Debenhams plc, including the issue rating on GBP200
million 5.25% notes, due in July 2021.

Following the novation of the GBP200 million 5.25% notes due 2021
to Celine Group Holdings Limited from Debenhams (in administration)
on Jan. 23, 2020, S&P is discontinuing all of its ratings on
Debenhams and its debt. Neither Celine Group Holdings nor any of
its debt are rated.

At the time of discontinuance, Debenhams plc and its GBP200 million
5.25% notes due 2021 were rated 'D' following the entity filing for
administration on April 9, 2019, although S&P understands the no
interest payments have been missed. Control over all of Debenhams'
operating subsidiaries was transferred to lender-owned Celine UK
Newco 1 Limited -- 100% owner of Celine Group Holdings -- on the
same date.


NMC HEALTH: Seeks Informal Standstill Agreement with Lenders
------------------------------------------------------------
Simeon Kerr at The Financial Times reports that NMC Health has
called on lenders for time to stabilize its finances, as the
embattled healthcare group looks to safeguard cash and sustain its
operations.

The company, which is under investigation by UK regulators, said on
March 2 that it had sought a so-called "informal standstill"
agreement in which lenders hold off exercising any "rights and
remedies" they may have in the event of "current or future
defaults", the FT relates.

The largest private healthcare group in the United Arab Emirates
has been in turmoil since December, when a short-seller attack
raised concerns over its debt and cash positions, the FT relates.
Initial findings of an independent investigation into the
allegations commissioned by NMC last week revealed unauthorized
off-balance sheet financing, the FT notes.

The Abu Dhabi-based group, whose shares were suspended last week,
has been struggling to meet salaries, the FT relays, citing
employees.

Indian founder BR Shetty and Emirati investors Saeed al-Qebasi and
Khalifa al-Muhairi, now hold less than 30% of its shares, the FT
states.  The company said this has triggered change of control
provisions in a US$2 billion loan facility that allows lenders to
request repayment, according to the FT.

Banks have become increasingly worried over their exposure to the
company given the signs of a cash crunch, fearing that any default
could impede NMC's access to working capital, the FT discloses.

Although NMC reported GBP500 million of cash on its balance sheet
as recently as June, the true state of its finances is unclear
after the company announced last week it had found discrepancies in
its bank statements, the FT notes.

Investors have also queried the true debt position of the group,
which has been resorting to pledging future credit card payments to
secure funding, the FT discloses.

Two people briefed on the matter said NMC's interim management and
some shareholders had been in talks with officials in Abu Dhabi
over the weekend seeking a financial solution to save the group,
according to the FT.

NMC Health is a healthcare chain and distribution business in the
United Arab Emirates.  The company is headquartered in Abu Dhabi
and has branch offices in Dubai, Ajman, Al Ain and Northern
Emirates.  NMC Health is listed on the London Stock Exchange and is
a constituent of the FTSE 100 Index.


NMC HEALTH: Taps Moelis to Advise on Debt Restructuring
-------------------------------------------------------
Simeon Kerr and Robert Smith at The Financial Times report that NMC
Health has hired Moelis to advise on debt restructuring as the
struggling healthcare group faces signs of a cash crunch with staff
members complaining about late salary payments.

The mandate was welcomed by lenders, who have become increasingly
concerned about their loan exposure to the scandal-hit FTSE 100
company, the FT notes.  Trading of NMC's shares was suspended last
week as the UK's Financial Conduct Authority launched an
investigation into its finances, the FT relates.

While NMC reported GBP500 million of cash on its balance sheet as
recently as June, the true state of its finances is unclear after
the company announced last week it had found discrepancies in its
bank statements, the FT states.

The Abu Dhabi-based group is also operating without a full finance
department, after suspending a member of its treasury team and
granting "extended sick leave" to its chief financial officer,
according to the FT.

Late salary payments have heightened concerns among the group's
lenders that the company could collapse without external
assistance, the FT relays.

"They are running out of cash," the FT quotes one person briefed by
NMC management on the state of its finances as saying.  He said
that the delayed salaries were affecting staff at facilities across
the United Arab Emirates.

Two people briefed on the matter, as cited by the FT, said NMC's
interim management and some shareholders have been in talks with
officials in Abu Dhabi over the weekend seeking a financial
solution to save the firm, which faces questions over its true debt
position.

Rating agency Moody's said last week that uncertainty surrounding
NMC's share ownership "could trigger a change of control and lead
to a debt acceleration" on its main loan facility -- meaning that
banks could demand full repayment immediately, the FT recounts.

Some lenders are also concerned that there is more debt secured
against assets and cash flow than they initially realised,
according to the FT.

NMC Health is a healthcare chain and distribution business in the
United Arab Emirates.  The company is headquartered in Abu Dhabi
and has branch offices in Dubai, Ajman, Al Ain and Northern
Emirates.  NMC Health is listed on the London Stock Exchange and is
a constituent of the FTSE 100 Index.


SIRIUS MINERALS: Shareholders Try to Raise GBP60MM via Bond Issue
-----------------------------------------------------------------
Andy Bounds and Neil Hume at The Financial Times report that small
shareholders in cash-strapped Sirius Minerals are trying to raise
GBP460 million through a bond issue in a desperate attempt to
thwart a takeover bid by mining company Anglo American.

The last-ditch move to prevent heavy losses for thousands of
private investors comes ahead of a meeting in London today, March
3, to agree the bid, the FT notes.

Anglo American is offering 5.5p a share in cash for Sirius, valuing
the company, which ran into financial difficulties last year, at
GBP405 million, excluding debt, the FT discloses.

Most retail investors bought in at around 25p and face heavy losses
if the deal proceeds, the FT states.

According to the FT, Sirius says there is no alternative and if the
Anglo takeover is blocked it is likely to be placed into
administration, which would result in shareholders "potentially
losing all of their investment."

Now, a group of private shareholders have issued a dummy bond
prospectus and claim to have received more than GBP42 million in
pledges, the FT relates.  Those investing at least GBP50,000 over
eight years in the bond would receive a coupon of 8% while those
lending GBP5 million plus over 10 years would get 15%, the FT says.


Yashmin Ismail, founder of Sirius Minerals' Shareholder Action
Group, accused Anglo American of buying the company on the cheap
because of its financing problems and said she would vote against
the deal despite the threat of losing all her money, the FT notes.

Sirius says it needs GBP470 million to cover the next two years and
has looked exhaustively for alternative funding without success,
the FT discloses.

The takeover requires approval by a majority of Sirius investors
present or voting by proxy at the meeting, and by 75% of
shareholders by value, the FT states.  That means there is
effectively a one-shareholder, one-vote system, which hands
considerable power to Sirius's small shareholders, the FT notes.

According to the FT, today's vote -- being held in the grounds of
the Honourable Artillery Company in the City of London -- also has
to be approved by a judge.

The Sirius action group hopes to convince them to stay the decision
to give shareholders more time to demonstrate there are
alternatives, the FT states.

Advisers to both companies say it is difficult, if not impossible,
to predict the outcome of the vote, the FT relays.


TEMPERLEY LONDON: Auditors Express Going Concern Doubt
------------------------------------------------------
Hannah Uttley at The Telegraph reports that auditors have warned
over the financial health of Temperley London, one of the Duchess
of Cambridge's favourite fashion brands.

According to The Telegraph, losses at Temperley London, the luxury
womenswear label founded by designer Alice Temperley, more than
doubled to GBP3.5 million during 2018, latest accounts revealed,
compared with a loss of GBP1.7 million a year earlier.

Despite having raised GBP1.9 million in funding during 2019, after
the reported period, the firm's auditor RSM warned a "material
uncertainty exists that may cast significant doubt on the company's
ability to continue as a going concern", The Telegraph discloses.

RSM flagged that the brand's net liabilities totalled GBP4.6
million in 2018, compared with GBP1.2 million in 2017, The
Telegraph relates.



                           *********


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.


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