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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, November 17, 2020, Vol. 21, No. 230

                           Headlines



G E R M A N Y

PLATIN 1425: S&P Affirms 'B' Rating on Acquisition, Outlook Neg.


I R E L A N D

ARES EUROPEAN XIV: S&P Assigns B- (sf) Rating on Class F Notes
HARVEST CLO XXV: S&P Assigns B- (sf) Rating on Class F Notes
WHELAN: Court Refuses to Strike Out Bid to Restrict Ex-Director


K A Z A K H S T A N

AMANAT INSURANCE: S&P Assigns 'B+' ICR, Outlook Stable


N E T H E R L A N D S

UPC HOLDING: S&P Affirms 'BB-' ICR Following Sunrise Acquisition


R U S S I A

COMMERCIAL BANK: S&P Withdraws its 'B/B' Issuer Credit Ratings
ER-TELECOM: S&P Raises ICR to B+ on Sustainably Stronger Ratios
FEDERAL PASSENGER: S&P Lowers Ratings to BB+/B, Outlook Stable
PETROPAVLOVSK PLC: S&P Affirms B-(sf) Sr. Usec. Debt Rating


S P A I N

LORCA TELECOM: S&P Assigns 'B+' ICR on Completed MasMovil Takeover
MASMOVIL IBERCOM: S&P Lowers ICR to 'B+' on Completed Acquisition
TENDAM BRANDS: S&P Affirms 'B' Long Term ICR, Off Watch Negative


U K R A I N E

CITY OF KYIV: S&P Affirmed B Long-Term ICR, Outlook Stable
INTERPIPE HOLDINGS: S&P Assigns 'B' ICR, Outlook Stable


U N I T E D   K I N G D O M

ALBA 2006-2: S&P Affirms 'B+ (sf)' Rating on Class F Notes
ARCADIA GROUP: Says It Won't Be Going Into Administration
CARILLION PLC: FCA to Take Action v. Ex-Directors Over Collapse
NATIONAL INSURANCE: A.M. Best Ups Fin'l. Strength Rating to B(Fair)
PIZZAEXPRESS FINANCING: S&P Withdraws 'D' Issuer Credit Rating

TRAVELODGE: Whitbread to Convert Two Hotels Into Premier Inns
WAHACA: Nando's Founder Acquires Majority Stake in Parent Company

                           - - - - -


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G E R M A N Y
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PLATIN 1425: S&P Affirms 'B' Rating on Acquisition, Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on Platin 1425. GmbH
and its debt and maintained the recovery rating on the debt at '4',
which indicated its estimate of 30% recovery in the event of a
payment default.

The negative outlook reflects the risk that Platin 1425 might be
unable to reduce its debt to EBITDA to about 6.5x and improve its
funds from operations (FFO) cash interest coverage ratio to around
2.5x because of prolonged softness in its end markets or further
significant restructuring costs.

Platin 1425. GmbH acquired Baker Perkins, a global supplier of food
processing equipment with about EUR45 million in revenue, for EUR35
million, paid from its cash balance, which S&P thinks will support
the operating performance and credit metrics from 2021.

Although S&P expected debt to EBITDA at more than 8.5x in 2020,
Platin 1425's operating performance during the pandemic and
recession has proven relatively resilient and we expect the ratio
to improve toward 6.5x in 2021.

The acquisition of Baker Perkins using cash on the balance sheet
will support recovery in credit metrics.  The net (cash and debt
free) EUR35 million acquisition, including related fees and
expenses, will be funded by cash held on the balance sheet, which
stood at about EUR63 million on Sept. 30, 2020. This will not
elevate the group's S&P Global Ratings-adjusted debt, which remains
at about EUR600 million, because we do not net any cash for
financial-sponsored-owned companies. The earnings contribution and
unchanged debt translates to a pro forma adjusted debt-to-EBITDA
ratio of more than 8.5x in 2020, then about 6.5x in 2021. FFO cash
interest coverage will be 2.0x-2.5x. S&P expects the group would
fund only smaller bolt-on acquisitions over the next 12-18 months,
if any, with cash on the balance sheet. Any debt-financed
acquisition would likely weaken credit metrics, and drive them out
of line with a 'B' rating.

The Baker Perkins acquisition aligns with the group's strategy to
focus on less volatile markets, like food and mining, which enjoy
high shares of aftermarket business.  Baker Perkins is a global
supplier of food processing equipment in the confectionary, bread,
cereal, and snacks segment. The company generated about EUR45
million in revenue in 2019, mainly in North America and Europe, the
Middle East, and Africa. With the acquisition of Baker Perkins,
Platin 1425 increases its scale, gaining access to new customers,
as well as extending and complementing its existing product
portfolio within its food segment, which represented about 18% of
the group's sales in 2019. Baker Perkins, like Platin 1425, has a
high share of aftermarket components (about 40% of its revenue),
and it benefits from the installed base, with a relatively moderate
dependency on new equipment. Furthermore, Baker Perkins has a
notable end-market and geographic overlap, providing potential to
create revenue and cost synergies. S&P views the group's strategy
to focus on less volatile end markets and aftermarket business as
positive, since it will add stability to earnings and cash flow.

S&P said, "Platin 1425 reported resilient operating performance
during the first half of 2020 and we expect it will substantially
increase its revenue in 2021.   The group's high share of
aftermarket revenue (about 50%) and EBITDA has translated into a
favorable degree of resilience to economic downturns. The group is
experiencing a lower peak-to-trough decline in revenue and margins
than the rest of the capital goods sector in this recession, and
also did so during the steep economic downturn in 2008-2009. This
operating resilience persuades us of the strength of Platin 1425's
underling business model, despite its currently weak credit
metrics. We expect revenue to decline by about 5% in 2020, to about
EUR600 million, from EUR632 million in 2019. Thanks to the high
share of aftermarket revenue and decent order backlog of about
EUR300 million as of June 30, similar to last year's, Platin 1425's
operating performance will likely remain resilient over the coming
12-18 months, also supported by the expected recovery of the global
economy. With that and thanks to a strong sales pipeline and the
contribution of Baker Perkins, we anticipate an acceleration of
revenue growth in 2021 by about 25% to about EUR750 million."

Profitability, however, will be somewhat muted.  S&P said, "Platin
1425 will see lower revenue in 2020, an increase in capitalized
information technology (IT) costs, and our expectation of ongoing
restructuring charges of EUR12 million-EUR18 million annually to
streamline its production footprint in Europe and to integrate
Baker Perkins' operations. We expect the EBITDA margin to decline
to 10.5%-11.0% in 2020 from 13.0% in 2019, then rise to more than
12% in 2021, primarily thanks to higher volumes and better mix
effects."

Positive free operating cash flow (FOCF) will likely be neutral in
2020 and return to positive in 2021.   Rising EBITDA and working
capital inflow will propel positive FOCF in 2021. S&P also expects
FFO cash interest coverage of about 2.3x-2.5x next year. These are
key elements for the current rating.

The negative outlook reflects the risk that Platin 1425 might be
unable to reduce its debt to EBITDA closer to 6.5x and improve its
FFO cash interest coverage ratio in line with the current rating.

S&P said, "We could lower the rating if Platin 1425 fails to
generate at least neutral FOCF over the next 12-18 months and if
debt to EBITDA does not recover toward 6.5x and FFO cash interest
coverage increase to around 2.5x. This could occur due to
higher-than-expected restructuring charges, including integration
costs, or if its end markets don't recover and operational
performance doesn't return to growth. We could also lower the
rating if higher-than-expected cash outflow, for example related to
additional restructuring measures, or deteriorating operating and
financial performance, raised liquidity concerns. We could also
lower the rating if the group conducts any debt-funded
acquisition.

"We could revise the outlook to stable if the company's operating
performance and profitability regain momentum, leading to a
significant improvement of S&P Global Ratings-adjusted EBITDA to
more than EUR95 million, with no material change in debt. We would
expect this to translate into credit metrics in line with the
current rating, namely FFO cash interest coverage of around 2.5x,
debt to EBITDA of around 6.5x, and positive FOCF."



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I R E L A N D
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ARES EUROPEAN XIV: S&P Assigns B- (sf) Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Ares European CLO
XIV DAC's class X to F European cash flow CLO notes. At closing,
the issuer also issued unrated subordinated notes.

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

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

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

  Portfolio Benchmarks
                                                  Current
  S&P weighted-average rating factor             2,808.80
  Default rate dispersion                          436.83
  Weighted-average life (years)                      5.07
  Obligor diversity measure                         98.31
  Industry diversity measure                        19.65
  Regional diversity measure                         1.29

  Transaction Key Metrics
                                                  Current
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                     0.0
  Covenanted 'AAA' weighted-average recovery (%)    36.48
  Covenanted weighted-average spread (%)             3.80
  Covenanted weighted-average coupon (%)             3.90

One notable feature in this transaction is the introduction of loss
mitigation loans. Loss mitigation loans allow the issuer to
participate in potential new financing initiatives by the borrower
in default. This feature aims to mitigate the risk of other market
participants taking advantage of CLO restrictions, which typically
do not allow the CLO to participate in a defaulted entity new
financing request, and hence increase the chance of increased
recovery for the CLO. While the objective is positive, it can also
lead to par erosion, as additional funds will be placed with an
entity that is under distress or in default. This may cause greater
volatility in our ratings if these loans' positive effect does not
materialize. In S&P's view, the restrictions on the use of proceeds
and the presence of a bucket for such loss mitigation loans helps
to mitigate the risk.

Loss mitigation obligation mechanics

Under the transaction documents, the issuer can purchase loss
mitigation loans, which are assets of an existing collateral
obligation held by the issuer, offered in connection with
bankruptcy, workout, or restructuring of the obligation, to improve
the recovery value of the related collateral obligation.

The purchase of loss mitigation loans is not subject to the
reinvestment criteria or the eligibility criteria. It receives no
credit in the principal balance definition, although where the loss
mitigation loan meets the eligibility criteria with certain
exclusions, it is accorded defaulted treatment in the par coverage
tests. The cumulative exposure to loss mitigation loans is limited
to 10% of target par.

The issuer may purchase loss mitigation loans using either interest
proceeds, principal proceeds, or amounts standing to the credit of
the supplemental reserve account. The use of interest proceeds to
purchase loss mitigation loans are subject to all par coverage
tests passing following the purchase, and the manager determining
there are sufficient interest proceeds to pay interest on all the
rated notes on the upcoming payment date. The usage of principal
proceeds is subject to passing par coverage tests and the manager
having built sufficient excess par in the transaction so that the
principal collateral amount is equal to or exceeding the
portfolio's target par balance after the reinvestment.

To protect the transaction from par erosion, any distributions
received from loss mitigation loans that are either purchased with
the use of principal, or purchased with interest or amounts in the
supplemental account--and have been afforded credit in the coverage
tests--will irrevocably form part of the issuer's principal account
proceeds and cannot be recharacterized as interest.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately three years after
closing.

S&P said, "We consider that the portfolio will be well-diversified
on the effective date, primarily comprising broadly syndicated
speculative-grade senior-secured term loans and senior-secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR300 million target par
amount, the covenanted weighted-average spread (3.80%), the
reference weighted-average coupon (3.90%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

"Until the end of the reinvestment period on Oct. 21, 2023, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our assigned ratings are
commensurate with the available credit enhancement for the class X
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement could withstand stresses commensurate
with the same or higher rating levels than those we have assigned.
However, as the CLO will be in its reinvestment phase starting from
closing, during which the transaction's credit risk profile could
deteriorate, we have capped our ratings assigned to the notes.

"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our ratings are commensurate with the
available credit enhancement for all of the rated classes of
notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class X to E notes
to five of the 10 hypothetical scenarios we looked at in our recent
publication.

"With regards the class F notes, as our ratings analysis makes
additional considerations before assigning ratings in the 'CCC'
category we would assign a 'B-' rating if the criteria for
assigning a 'CCC' category rating are not met."

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic.
Reports that at least one experimental vaccine is highly effective
and might gain initial approval by the end of the year are
promising, but this is merely the first step toward a return to
social and economic normality; equally critical is the widespread
availability of effective immunization, which could come by the
middle of next year. S&P said, "We use this assumption in assessing
the economic and credit implications associated with the pandemic.
As the situation evolves, we will update our assumptions and
estimates accordingly."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and will be managed by Ares European
Management LLP.

  Ratings List

  Class   Rating    Amount     Interest       Credit  
                  (mil. EUR)   rate (%)    enhancement (%)
  X       AAA (sf)     2.00    3mE + 0.50      N/A
  A       AAA (sf)   185.10    3mE + 1.12     38.30
  B       AA (sf)     23.10    3mE + 1.75     30.60
  C       A (sf)      19.50    3mE + 2.70     24.10
  D       BBB (sf)    21.30    3mE + 4.00     17.00
  E       BB- (sf)    18.30    3mE + 6.56     10.90
  F       B- (sf)      6.90    3mE + 8.35      8.60
  Sub     NR          30.50       N/A          N/A

  NR--Not rated.
  N/A--Not applicable.
  3mE--Three-month Euro Interbank Offered Rate.


HARVEST CLO XXV: S&P Assigns B- (sf) Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Harvest CLO XXV
DAC's class A to F European cash flow CLO notes. At closing, the
issuer also issued unrated notes.

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds. It is managed by Investcorp Credit
Management EU Ltd.

The ratings assigned to Harvest XXV's notes reflect our assessment
of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

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

-- The transaction's legal structure, which is bankruptcy remote.

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

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

-- The portfolio's reinvestment period ends approximately 3.2
years after closing.

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average 'B' rating
(with an S&P Global Ratings' weighted-average rating factor of
2,798). We consider that the portfolio on the effective date will
be well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the covenanted weighted-average
spread (3.80%), the covenanted weighted-average coupon (4.50%), and
the actual weighted-average recovery rates for all rating levels.
As the portfolio is being ramped, we have relied on indicative
spreads and recovery rates of the portfolio.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to F notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes. In our view the
portfolio is granular in nature, and well-diversified across
obligors, industries, and assets."

The Bank of New York Mellon, London Branch is the bank account
provider and custodian. The documented downgrade remedies are in
line with our current counterparty criteria.

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

"We consider that the issuer is bankruptcy remote, in accordance
with our legal criteria.

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

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios we looked at in our recent
publication.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic.
Reports that at least one experimental vaccine is highly effective
and might gain initial approval by the end of the year are
promising, but this is merely the first step toward a return to
social and economic normality; equally critical is the widespread
availability of effective immunization, which could come by the
middle of next year. S&P said, "We use this assumption in assessing
the economic and credit implications associated with the pandemic.
As the situation evolves, we will update our assumptions and
estimates accordingly."

  Ratings List

  Class    Rating    Amount (mil. EUR)   Subordination (%)
  A        AAA (sf)     228.17              41.50
  B-1      AA (sf)       26.97              31.25
  B-2      AA (sf)       12.98              31.25
  C        A (sf)        27.97              24.08
  D        BBB- (sf)     27.30              17.08
  E        BB- (sf)      22.73              11.25
  F        B- (sf)        7.80               9.25
  Z          NR          25.00               N/A
  Sub note   NR          40.64               N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


WHELAN: Court Refuses to Strike Out Bid to Restrict Ex-Director
---------------------------------------------------------------
The Irish Times reports that the High Court has refused to strike
out an application to restrict from directorships the former chief
executive of a liquidated concrete products group over what a
liquidator described as his knowledge of alleged fraud "on an
enormous scale".

John McKeogh was chief executive and finance director in the Whelan
Group, with offices in Limerick and Ennis, Co Clare, until it
collapsed in 2010, The Irish Times notes.  Whelan was one time one
of the country's biggest concrete product suppliers, The Irish
Times states.

Liquidator Carl Dillon later brought proceedings under company law
seeking to restrict certain former directors, including Mr McKeogh,
from acting as company directors for five years subject to certain
conditions, The Irish Times relates.

According to The Irish Times, Mr. Dillon said records indicated
there was an estimated deficiency in the statement of affairs of
EUR41.3 million.

There was an alleged failure to address the cause or consequences
of the company's insolvency at any time prior to a failed attempt
by the group in December 2010 to petition for examinership, The
Irish Times relays.  Mr. Dillon, as cited by The Irish Times, said
the examinership application itself revealed to some degree "the
serious management failings" that contributed greatly to losses.

There was particular concern over alleged fraud involving the books
of two of the five companies in the group, the quarrying firm,
Whelan Limestone Quarries, and the contracts firm, Whelan Limestone
Quarries (Contracts), The Irish Times notes.

Mr. Dillon, as cited by The Irish Times, said Mr. McKeogh was "or
should have been aware of a fraud of the most serious kind that was
perpetrated over an extended period of time, on an enormous
scale".

Restriction declarations have already been made against three
directors but Mr. McKeogh contested the application against him,
The Irish Times states.

According to The Irish Times, the allegation concerning fraudulent
management of book debts related to the notification to the
commercial finance arm of Bank of Scotland Ireland (BOSI) of
invoices which, although notified as sales by the quarrying
company, were in fact generated by the contracts company for work
done by that company.  The contracts company, the liquidator said,
was not a party to the agreement with BOSI, The Irish Times
relates.

The restriction application came before Mr. Justice Michael Quinn
who was told by Mr McKeogh he had been provided with very little
information (regarding books and records) by the liquidator which
meant he was not in a position to respond to the allegations with
the precision they require, The Irish Times recounts.

In relation to the allegations of fraud concerning BOSI, Mr McKeogh
said his recollection was that no invoices were issued by the
contracts company to any party and then submitted to BOSI for
payment, The Irish Times notes.

According to The Irish Times, he needed access to certain
information in relation to the allegation of trading while
insolvent and believed that the position in relation to secured and
unsecured creditors improved during 2009 and 2010.

He said it was unjust that the liquidator should be permitted to
"throw out the grenade" of a fraud allegation and then not make
available the documents which would enable him to respond to the
proceedings, The Irish Times relates.

Mr. Justice Quinn refused Mr McKeogh's application to strike out or
stay the restriction proceedings, The Irish Times discloses.




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K A Z A K H S T A N
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AMANAT INSURANCE: S&P Assigns 'B+' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term insurer financial
strength and issuer credit ratings to Kazakhstan-based Amanat
Insurance JSC. The outlook is stable.

Simultaneously, S&P assigned its 'kzBBB' national scale rating to
the company.

S&P said, "In our view, Amanat has a moderate position on
Kazakhstan's P/C insurance market, improving operating performance
and enhanced capital buffers following the ownership change in
January 2020. We also incorporate in our assessment risks related
to Amanat's ownership by Kazakhstan-based broker, Investment House
Fincraft, which is less strictly regulated in terms of asset
allocation and leverage than insurance companies in Kazakhstan, in
our view. We consider the consolidated accounts of Fincraft group
for our analysis. We assume that Amanat will remain the main asset
of Fincraft group in the next two years: it accounted for 84% of
the group's adjusted assets and 84% of revenue on Oct. 1, 2020.

"Moreover, we expect that Amanat will keep its market share as a
midsize P/C insurer in Kazakhstan over that period. Amanat mostly
focuses on motor insurance, and the company accounted for 2.2% of
Kazakhstan P/C market, based on gross premium written (GWP), as of
the first nine months of 2020. Premium from obligatory motor
third-party liability insurance accounted for 49% of the insurer's
total GWP over that period and voluntary motor hull added another
24% of GWP. About 27% of GWP stemmed from property, liability,
cargo, accident, and medical business lines.

"We expect Amanat's business mix will remain largely stable in the
next two years because it will be developing both retail and
corporate business lines. We expect it will continue focusing on
client service and proceed with initiatives to enhance
digitalization of sales, client-data processing, and internal
business process management.

"We expect that Amanat can maintain positive underwriting
performance following the ownership change. Its combined (loss and
expense) ratio decreased to 93% as of Sept. 30, 2020, from around
103% in 2019, benefitting from optimization of expenses and fewer
road accidents during lockdown periods in Kazakhstan this year. We
forecast the combined ratio will be in 95%-97% range in the next
two years. We expect that Amanat's net premium earned (NPE) will
decrease by around 10% in 2020, reflecting the clean-up of the
portfolio at the beginning of the year, initiated by the new owner.
Furthermore, we anticipate NPE growth at around 10% in 2021-2022 as
Amanat executes its business development plans and the Kazakh
economy starts to recover after the contraction in 2020 caused by
COVID-19 quarantine measures and low oil prices.

"We expect that Amanat will continue to have excess capital
adequacy versus the 'AAA' confidence level in the next two years,
both on a consolidated and stand-alone basis. This will be
supported by underwriting and investment performance and zero
dividend payments over that period. Amanat's regulatory solvency
margin increased to 2.4x on Oct. 1, 2020, from close to the 1x
regulatory minimum at the beginning of 2020. We expect its solvency
margin to remain above 2x in 2021-2022. That said, our capital
assessment is moderated by the small absolute size of Amanat's
capital compared with global peers'. Amanat's capital totalled
Kazakhstani tenge (KZT) 5.3 billion (about $12 million) on Oct. 1,
2020, and we do not expect it will exceed $25 million in the next
two years.

"We consider Amanat's investment portfolio to be well diversified
among instruments of local and international issuers. We assess
credit quality of the group's consolidated fixed-income investment
portfolio in lower 'BBB' range. We estimate that, as of Oct. 1,
2020, 19% of the portfolio consisted of Kazakhstan sovereign bonds
and 34% of the portfolio comprised bonds of local and foreign
investment-grade issuers. The remaining 47% consisted of bonds and
deposits in local banks and bonds of local corporate issuers.

"We expect that Amanat will maintain sufficient liquidity to meet
its insurance obligations. We also expect that the insurer's parent
company and ultimate shareholders are committed to providing
support if needed.

"The stable outlook reflects our expectation that Amanat can
maintain its moderate share of Kazakhstan's P/C insurance market
and its current capitalization over the next two years. We also
expect the investment in Amanat to remain a major asset of
Fincraft."

S&P could lower its ratings on Amanat in the next 12 months if:

-- Its underwriting or investment profitability were materially
weaker than S&P expects in its base-case scenario, or if the
dividend policy became aggressive, which could put pressure on
Amanat's solvency ratio and capitalization under our model.

-- The group's investment policy became significantly riskier than
we assume in S&P's base case.

-- A positive rating action is unlikely in the next 12 months,
given a limited track record under the current ownership structure.
It would depend on the group's ability to stick to a prudent
capital management policy and not increase risks related to the
brokerage business and investment activities.




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

UPC HOLDING: S&P Affirms 'BB-' ICR Following Sunrise Acquisition
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on UPC Holding B.V. (UPC) as well as its 'B' rating on its
unsecured debt, and affirmed its 'BB-' rating on the recently
issued senior secured credit facilities, with a recovery rating of
'3' (65%). At the same time, S&P lowered to 'BB-' from 'BB' its
issue rating on UPC's outstanding senior secured debt and removing
it from CreditWatch negative.

Liberty Global PLC, parent of UPC, has completed its acquisition of
Sunrise Communications Group AG (Sunrise) for Swiss franc (CHF) 6.8
billion. It funded the acquisition with a combination of cash and
debt, leading to S&P's forecast of a highly leveraged capital
structure, with S&P Global Ratings-adjusted debt to EBITDA of about
5.6x-5.7x pro forma for 2020 for the combined entity of UPC and
Sunrise.

Following Liberty Global's acquisition of Sunrise, S&P expect UPC
will maintain a highly leveraged capital structure.

The acquisition of Sunrise was funded by about EUR3 billion of
senior secured term loans, including expected refinancing of
Sunrise's outstanding debt. This brings the group's reported net
debt to EBITDA ratio to about 5x excluding related party fees, and
about 5.6x-5.7x on an S&P Global Ratings-adjusted basis. S&P
expects UPC's credit metrics to remain highly leveraged over the
next two to three years, including adjusted leverage sustainably
above 5x and FOCF to debt below 5%. S&P is therefore revising its
assessment of UPC's financial risk profile to highly leveraged, and
our stand-alone credit profile (SACP) to 'b+' from 'bb-'.

S&P said, "We view the combined entity as core to Liberty Global,
and likely to remain a long-term group asset.

"Our view of UPC's increased strategic importance mainly indicates
that we see it as highly unlikely to be sold, since the combined
entity meets Liberty Global's long-term vision of owning fixed and
mobile converged national telecom players. The combined entity will
contribute about 26% of the group's revenue, and following the
creation of the U.K. joint venture will be the key fully controlled
group entity.

"As a result, we think Liberty Global will likely support UPC if
needed under all reasonable scenarios, and we align its rating with
our 'BB-' rating on Liberty Global."

The combined credit pool includes a higher portion of senior
secured debt, leading to a lower recovery rating.

S&P said, "The recovery rating of '3' (65%) reflects the
significant increase in senior secured debt, which lowers the
relative level of subordinated debt cushion to about 17% from about
33% before the acquisition funding. We are therefore lowering our
rating on the outstanding senior secured debt to 'BB-', thereby
aligning it with the acquisition-related term loans.

"The stable outlook indicates our view that UPC will remain a core
group entity.

"It also reflects our expectation of gradual stabilization at the
UPC base, combined with continued solid growth at Sunrise. We think
this will lead to stable pro forma EBITDA (before integration costs
and synergies) in 2021, after about 1% combined decline in 2020,
which will support the maintenance of adjusted leverage at below 6x
and FOCF to debt of about 3%."

Downside scenario

S&P could lower the rating following a downgrade of Liberty
Global.

While unlikely over the medium term given expected transaction
synergies, S&P could revise downward our SACP if UPC's leverage
increases to sustainably more than 6x.

Upside scenario

S&P said, "We see limited rating upside as long as UPC is
controlled by Liberty Global. We could revise upward our SACP if
UPC reduces its leverage below 5x and generates free cash flow to
debt of more than 5%." This will require a more conservative
capital structure to be put in place by UPC, and is therefore
unlikely over the short term.




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

COMMERCIAL BANK: S&P Withdraws its 'B/B' Issuer Credit Ratings
--------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B/B' issuer credit ratings on
Commercial Bank National Standard JSC at the company's request. At
the time of the withdrawal its 'B' rating had a stable outlook and
Commercial Bank National Standard JSC had no outstanding rated
debt.


ER-TELECOM: S&P Raises ICR to B+ on Sustainably Stronger Ratios
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on ER-Telecom
Holding JSC to 'B+' from 'B'.

ER-Telecom is on track to achieve sustainable EBITDA growth

ER-Telecom will continue to benefit from strong demand for
broadband services. This will support EBITDA generation because the
company has substantially expanded its geographic coverage by
acquiring a number of companies in various Russian regions,
materially increasing its scale and the size of its operating cash
flow. ER-Telecom has made substantial investments in its network
over the past several years, resulting in an average transmission
speed of about 90 megabits (Mbit) per second. The company aims to
provide internet connections to 90% of Russia's households in
regions where it is present, with download speeds of up to 1
gigabit per second by the end of 2021.

Beyond business to customer (B2C) activities, the company has also
expanded its network in the B2B (business to business) and B2G
(business to government) segments.

Growth in the B2B segment stems from higher sales of digital and
cloud products, such as cloud telephony, wi-fi (wireless) hot
spots, and cloud video surveillance. In the B2C segment, ER-Telecom
should benefit from expanded offerings in smart-home services
(including smart intercom with remote building access), since it
acquired Russia's largest intercom operator, Cyfral-Service and is
in the process of establishing an internet-of-things network in 52
Russian cities. ER-Telecom's reported operating income before
depreciation and amortization increased by 14% in the second half
of 2020 after 15% growth in 2019, supported by 36% growth in the
B2B segment, both organically and due to acquisitions. ER-Telecom
acquired six companies in 2019 and two in the first half of 2020,
including broadband players in Yekaterinburg, Tomsk, and Moscow;
and two IT service companies. ER-Telecom is set to benefit from
participating in a government program aimed at providing broadband
internet access to socially significant facilities in rural areas.

The debt-to-EBITDA ratio is likely to decrease below 3.0x, absent
unexpected acquisitions.

The company's adjusted debt leverage declined to 3.3x by year-end
2019 from 3.7x in 2018, and remained at about that level at the end
of the second half of 2020. S&P said, "We anticipate that
ER-Telecom's debt leverage will decrease well below 3x in 2020 and
might improve further in 2021 thanks to continued business growth.
However, we believe the company will maintain an appetite for
debt-funded acquisitions, having made more than 20 over the past
five years. The potential for acquisitions in broadband markets
where ER-Telecom operates has decreased, owing to fewer available
targets. However, ER-Telecom is expanding its focus to adjacent
segments, as shown by its 2019 acquisitions. That said, the
company's financial policy targets reported net debt leverage no
higher than 3.0x, which compares with our adjusted leverage figure
of less than 3.5x since we don't net cash."

Profitability is set to improve supporting free cash flow
generation

S&P believes that in 2020-2021, the S&P Global Ratings' adjusted
EBITDA margins for ER-Telecom could exceed 40%, due to a decrease
in administrative expenses and, in particular, the cost of office
space, due to a larger share of remote workers, higher labor
productivity, and reduction of content and retransmitting costs.
Additionally, profitability should benefit from synergies with
businesses acquired in 2019-2020, supporting positive FOCF in
2020-2021.

S&P said, "The outlook on ER-Telecom is stable because we expect
that our adjusted debt to EBITDA ratio will remain in the 2.4x-3.0x
range in 2020-2021 and the FOCF-to-debt ratio close to 5%, and we
don't expect additional financial disclosure on the parent or the
group. This is supported by solid revenue and EBITDA, and the
company's financial policy, despite high capital expenditure
(capex) and acquisition-related spending.

"We may take a positive rating action if the company's revenue
continues to improve, and EBITDA margins sustainably increasing; or
if adjusted leverage approaches 2.0x and FOCF to debt exceeds 10%,
supported by a more conservative financial policy. Additional
financial disclosure on the parent or the group would support an
upgrade.

"We would downgrade ER-Telecom if its average S&P Global
Ratings-adjusted leverage exceeds 3.5x, combined with continued
negative FOCF or weak liquidity." This might happen if ER-Telecom's
ratios are materially affected by higher-than-expected acquisition
spending or capex, resulting in larger debt and tighter headroom
under covenants. Rating downside could also arise due to lack of
proactive refinancing of upcoming debt maturities and lower
availability of liquidity sources, such as cash or committed
long-term undrawn credit lines.


FEDERAL PASSENGER: S&P Lowers Ratings to BB+/B, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings lowered its ratings on Federal Passenger Co.
(FPC) to 'BB+/B' from 'BBB-/A-3', reflecting its downward revision
of the company's stand-alone credit profile to 'bb-' from 'bb'. S&P
removed the rating from CreditWatch negative, where S&P placed it
on May 8, 2020.

The stable outlook reflects the outlook on the parent, Russian
Railways JSC, FPC's strategic importance to the group, and the
company's commitment to strengthen leverage to below 2.5x net debt
to EBITDA, as calculated by the company.

COVID-19-related disruption will reduce FPC's passenger turnover
and revenue by about 50% in 2020.  S&P said, "Without additional
subsidies to partially compensate the drop in passenger turnover,
our forecasts indicate that EBITDA and funds from operations (FFO)
will be under significant pressure in 2020 before a pick-up in
passenger levels fuels recovery. We forecast a slow rebound, with
passenger turnover at 80% of 2019 level in 2021 and 90% in 2022.
The forecasts are in line with our view of the region's rail
sector." This translates to weaker-than-expected credit metrics,
namely S&P Global Ratings-adjusted FFO to debt slumping to 18%-20%
in 2021-2022, from 39% in 2019. Furthermore, recovery could take
two to three years.

Additional state support, if made available, won't fully mitigate
the pressure on FPC's credit metrics.  The Russian government has
until end-2020 to approve the additional subsidies and pay the
amount from the 2020 state budget. According to current procedures,
subsidies may not be carried forward to future periods. FPC asked
for a change in the legislation, so the company could accrue a
receivable from the state, if additional subsidies are approved in
2020. If the government approves, the support would enable the
company to strengthen its metrics, with FFO to debt exceeding 20%
from 2021 on. That said, all else being equal, the boost fails to
get the metric above the 30% level commensurate with S&P's BBB-'
rating.

FPC's decision to maintain significant capital expenditure in 2020,
despite materially less cash flows, jeopardizes compliance with
group-level leverage targets.  FPC's capex in 2020 will likely
climb to RUB50 billion from RUB43 billion in 2019. These
investments were covered with RUB20 billion equity injections from
the parent, debt, and available cash. If the company continues
investing heavily in 2021-2022 without extraordinary support, it
will not comply with Russian Railways JSC's (RZD's) group target of
debt leverage at no more than 2.5x of net debt to EBITDA, or about
3.0x as calculated by S&P Global Ratings. S&P said, "We expect debt
to EBITDA to remain high at about 4x in 2021-2022. We understand
management is committed to deleveraging but the trajectory will
depend on the actual recovery in traffic and operating cash flows,
as well as on the availability of extraordinary support from the
parent and the state." FPC has some flexibility in capex as only
RUB18 billion-RUB20 billion of annual amounts are committed.

S&P said, "We continue to factor into our base case a high
likelihood of extraordinary government support and FPC's
strategically important status to RZD group.   We think RZD is
committed to an equity injection of RUB16 billion over 2021-2022,
in line with the approved schedule to fund FPC's investment
program. In 2019-2020, the company received RUB35 billion from the
parent. In addition, FPC got RUB5.5 billion of state subsidies in
2020 to compensate for expenses not covered by tariffs for
regulated transportation. We have observed at FPC that this
mechanism works and assume the state will continue subsidizing
regulated transportation with RUB8 billion annually on average in
2021-2022. Also, in May-June 2020, FPC obtained soft loans from
state banks to support the payment of salaries and working capital
needs. The loans will be written off in the first half of 2021 if
the company meets a few stipulations. Given the management's
commitment, we include the respective debt write-off in our base
case."

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic.  
Reports that at least one experimental vaccine is highly effective
and might gain initial approval by the end of the year are
promising, but this is merely the first step toward a return to
social and economic normality; equally critical is the widespread
availability of effective immunization, which could come by the
middle of next year. S&P said, "We use this assumption in assessing
the economic and credit implications associated with the pandemic.
As the situation evolves, we will update our assumptions and
estimates accordingly."

Environmental, social, and governance (ESG) factors relevant to the
rating action:

-- Health and safety

The stable outlook on FPC reflects the outlook on RZD
(BBB-/Stable/--), the company's strategic importance to the group,
and the management's commitment to deleverage in 2021-2022. S&P
said, "We also consider the RUB16 billion of the already approved
capital injections in 2021-2022 from RZD to fund capex. We forecast
a 50% decline in passenger turnover in 2020 compared with 2019 and
no additional cash subsidies from the state, resulting in negative
FFO in 2020. With a gradual pick-up in passenger traffic and cost
efficiency, FFO to debt will likely recover to 18%-20% in 2021-2022
under our base case. Additionally, we expect FPC will maintain
adequate liquidity at all times and state support will remain
high."

There is rating headroom thanks to the existing group support. S&P
could downgrade FPC if it felt that its stand-alone credit profile
deteriorated to 'b' or lower from 'bb-'. This could happen if:

-- FPC's performance recovered at slower-than-expected pace,
alongside tariff freezes or cost growth, leading to weaker cash
flows compared to our base case and FFO to debt falling below 12%;

-- FPC continued massive investment program without sufficient
capital injections from the parent or compensation from the state;
or

-- Liquidity deteriorated due to large unfunded debt maturities
and unavailability of credit lines.

Furthermore, a negative rating action could occur in the event of a
downgrade of the parent or a weakening of the state support.

Ratings upside will depend on the actual recovery pace, the
company's ability and willingness to manage operating and capital
expenditures, as well as availability of equity injections, state
subsidies, and other support mechanisms. S&P could consider an
upgrade if FPC's stand-alone credit profile strengthened to 'bb',
with FFO to debt exceeding 30% teamed with the management's
commitment to meet the RZD group's leverage target of 2.5x net debt
to EBITDA .

PETROPAVLOVSK PLC: S&P Affirms B-(sf) Sr. Usec. Debt Rating
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' ratings on Petropavlovsk PLC
and its senior unsecured debt and removed them from CreditWatch
negative.

The stable outlook factors in S&P's expectation that the current
M&G issues will not hamper the company's performance and that
positive free cash flow generation can allow it to maintain
adequate liquidity.

The affirmation follows Petropavlovsk's securing of a waiver from
bondholders for the delay in publishing its first-half 2020
accounts.

After announcing on Oct. 26 that the waiver had been granted,
Petropavlovsk released its first-half accounts on Oct. 30, which
were reviewed by the company's auditors MHA MacIntyre Hudson. S&P
said, "This has eliminated the scenario of a technical default on
its $500 million notes, which we highlighted in our research update
"Russian Gold Producer Petropavlovsk Downgraded To 'B-' On
Corporate Governance Concerns; Rating On CreditWatch Negative,"
published Oct. 9, 2020, on RatingsDirect."

Still-unaddressed major M&G issues could potentially hurt
Petropavlovsk's credit quality in the next six to 12 months.  Since
our last publication on Oct. 9, the company has made several
announcements pertaining to M&G. S&P said, "We understand that
Petropavlovsk is working on finalizing the selection of a forensic
accountant to investigate all related party transactions spanning
the three years before the general meeting on Aug. 10, 2020. The
company is also working on expanding the board to seven or eight
directors from four, with the majority intended to be independent.
The five-member executive committee (including the interim CEO and
CFO) has been reestablished, and it plans to review governance
controls throughout the company. We will continue to monitor
progress and would expect all M&G issues to be resolved before
considering an upgrade to 'B'. This includes but is not limited to
a permanent CEO being named, agreement of the shareholders over the
company's strategic direction, the completion of the intended
hiring of additional board members, and the resolution of legal
issues regarding certain subsidiaries. We understand that these
issues could result in some of the subsidiaries delaying the
upstream of cash to the parent, which in turn could impair the
group's ability to repay its obligations as they fall due. We
continue to assume that the strategy defined by the previous
management team will continue, and see a change of strategy as a
potential risk to our rating, if for example it results in a
significant increase in leverage. Our rating continues to factor in
the previous management team's public leverage target of net debt
to EBITDA below 2.0x."

S&P said, "We still expect Petropavlovsk's 2020 results to be
supported by top-cycle gold prices, barring operational issues in
the second half of the year stemming from ongoing M&G issues.  In
our base case, we factor in the company's performance so far in
2020, as well as the downward revision of its guidance on volumes,
total cash cost (TCC) per ounce (/oz) and capital expenditure
(capex) for the year. The company now expects to produce 560,000
oz-600,000 oz of gold in 2020 compared with its previous guidance
of 620,000 oz-720,000 oz, TCCs from own ore of $800/oz-$850/oz
versus $700/oz-800/oz, and capex of $90 million-$100 million, up
from $70 million-$80 million. That said, these lower projections
combined with top-cycle gold prices (we assume $1,835/oz in 2020
and $1,700/oz in 2021), have led to higher forecast EBITDA than
previously expected. We forecast Petropavlovsk's EBITDA at $350
million-$400 million annually in 2020 and 2021. There are risks to
production next year, however, if for example there are delays to
the construction of the Pioneer and Malomir flotation plants, the
Pioneer underground development works, or the Elginskoye mine's
development, or the availability of third-party concentrate is
lower than planned. There are also risks to the TCC/oz assumption,
considering the cost overruns in previous years. Under our base
case, we expect earnings growth to translate into positive free
operating cash flow (FOCF; after capex and before dividends,
acquisitions, and gold prepay settlements) of $100 million-$150
million in 2020 and at least $100 million in 2021. This would be
primarily used to continue settling gold prepayments from
Gazprombank and to accumulate cash in view of the maturity of the
$500 million bonds in about 24 months.

"We see potential downside for the company's business risk profile
in the next 12 months.  This is primarily based on our assessment
of the company's cash cost performance, inability to increase its
own gold production to maximize the use of its pressure oxidation
(POX) facility, and its position compared with peers in the gold
sector. We previously expected more material cost improvements than
Petropavlovsk has achieved to date, and it is not clear whether a
further meaningful and sustainable improvement in TCCs is possible.
The company has built a track record of mostly under-delivering on
its TCC guidance. At this stage, it is not fully clear to us
whether this is due to the quality of the assets, the strategy, or
efficiency in running the mines. In the past, the company cited
local cost inflation, fluctuations in the ruble exchange rate, and
setbacks in the transition to processing its own refractory ore as
the main reasons for the TCC variations. We also note that some
other gold producers with similar business risk profiles, such as
GeoProMining and New Gold Inc., have more stable production and
cost structures, and are generally better positioned on the cash
cost curve.

"The stable outlook reflects our expectation that Petropavlovsk
will continue to deliver on its production and costs guidance, as
well as its net debt-to-EBITDA ratio target of below 2.0x. We also
expect M&G issues to be gradually resolved or at least not
increase, directly affecting credit quality. Moreover, we assume
that the company will always maintain adequate liquidity and
proactively refinance the $500 million bond maturing in November
2022.

"In our base case, we assume that S&P Global Ratings-adjusted
EBITDA improves to $350 million-$400 million annually in 2020 and
2021, from $243 million in 2019. This translates into adjusted debt
to EBITDA of 2.0x-2.5x in 2020 and 2021 compared with 3.6x at
year-end 2019.

"We expect the rating to remain at 'B-', all other factors
remaining unchanged, as long as we continue to assess the company's
management and governance as weak. At this stage, we have limited
visibility on potential adverse operational or financial
developments that the current governance issues could trigger.

"For an upgrade to 'B', we would expect all M&G issues to be
resolved, including but not limited to a permanent CEO being named,
agreement of the shareholders over the company's strategic
direction, and completion of the intended hiring of additional
board members.

"Alternatively, we could consider an upgrade if the company's
financial risk profile improved materially, with adjusted debt to
EBITDA consistently below 1.5x.

"We could lower our rating on Petropavlovsk if there were a
meaningful deterioration of gold prices or cost inflation, leading
to a sharp decline in EBITDA generation compared with our base
case, or if the company paid an unexpected, meaningful dividend or
made an acquisition that pushed leverage up significantly versus
our base-case projections.

"We could also lower our rating if the group's liquidity
deteriorated to less than adequate, for example because it failed
to refinance the $500 million bonds at least around one year before
their maturity date."




=========
S P A I N
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LORCA TELECOM: S&P Assigns 'B+' ICR on Completed MasMovil Takeover
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to Lorca Telecom Bidco S.A.U., with a stable outlook. S&P also
assigned a 'B+' issue-level rating and '3' recovery rating to
Lorca's EUR2.2 billion senior secured term loan B and EUR800
million senior secured bond.

The stable outlook indicates that S&P's expect MasMovil to continue
quickly increasing revenues and EBITDA margin, allowing the group
to reduce adjusted debt to EBITDA to 4.5x-4.6x in 2021 from
6.1x-6.2x in 2020, while free operating cash flow (FOCF) should
break even in 2021.

This rating action is in line with our preliminary ratings, which
S&P assigned June 25, 2020.

There were no material changes to S&P's base-case scenario or the
financial documentation.

As expected, Lorca Telecom issued EUR3 billion of debt since July
2020 through its subsidiaries.

Lorca Finco PLC issued the senior secured term loan B while Lorca
Telecom Bondco S.A.U. issued the senior secured bond (including a
first EUR720 million issue and a EUR80 million add-on). Using
proceeds from these issues and equity financing from Cinven, KKR
and Providence, Lorca now possesses more than 99% of MasMovil's
shares and repaid all its debt. Finally, on Nov. 3, 2020, Lorca
completed the delisting of MasMovil's shares.

Outlook
S&P said, "The stable outlook reflects our expectation that
MasMovil will increase revenue by 10%-15% each of the next two
years as it continues to gain market share--especially in the fixed
segment--with slightly improving blended average revenue per user
(ARPU). We also expect adjusted EBITDA margin will exceed 35% in
2020 and 40% in 2021, supported by the optimized cost and capital
expenditure (capex) structure under its hybrid network strategy,
including the new agreements with Telefonica. We therefore expect
adjusted debt to EBITDA to remain sustainably and materially below
5x from 2021 onward, and FOCF to debt to turn positive in 2021."

Downside scenario

S&P said, "We could lower the rating if MasMovil fails to further
build market share, resulting in revenue growth in the mid- or
low-single-digit percentages, or if adjusted profitability fails to
improve as expected. This could stem from a more aggressive stance
from the main Spanish telecom players seeking to protect market
share. We would also lower our rating should FOCF fail to turn
positive in 2021 or adjusted debt to EBITDA remain above 5x."

Upside scenario

S&P said, "We could raise the rating if MasMovil continues
increasing fixed broadband and mobile market share at a high pace,
maintains adjusted EBITDA margin above 40% from 2021, and monetizes
its fiber-to-the-home network expansion capex. An upgrade would
require FOCF to debt to exceed 5%, adjusted leverage decreasing
toward 4x, and a credible financial policy commitment to maintain
these levels."


MASMOVIL IBERCOM: S&P Lowers ICR to 'B+' on Completed Acquisition
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Masmovil Ibercom SA to 'B+' from 'BB-' and removed it from
CreditWatch, where S&P placed it with negative implications on June
9, 2020.

On Nov. 3, 2020, MasMovil group completed the delisting of the
entire share capital of MasMovil Ibercom S.A. from the stock
exchange.

Lorca Telecom Bidco S.A.U., the holding company created for the
MasMovil takeover, now owns more than 99% of the company's shares
and repaid MasMovil's debt.

S&P assesses MasMovil as a core group entity of Lorca--it acts as
the group's operating company and we expect it to service the
group's debt.

The stable outlook on MasMovil mirrors that on Lorca.

The downgrade follows the completion of Lorca's acquisition of
MasMovil and reflects our assessment of MasMovil Ibercom as a core
subsidiary of Lorca.

The share delisting was completed Nov. 3. Also, Lorca now owns more
than 99% of MasMovil and repaid the entirety of the latter's debt.
S&P said, "As a result, we align our rating and outlook on MasMovil
with those on Lorca. We assess MasMovil as a core group entity of
Lorca, since it acts as the group's operating company and is
expected to service the group's debt. Given the ratings'
equalization, we will no longer analyze MasMovil's credit profile
stand-alone."

Outlook

S&P's stable outlook on MasMovil Ibercom SA mirrors that on Lorca
Telecom Bidco S.A.U.


TENDAM BRANDS: S&P Affirms 'B' Long Term ICR, Off Watch Negative
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit and
issue ratings on Spain-based apparel retailer Tendam Brands S.A.U.
and on its senior secured debt and affirmed the 'BB-' issue rating
on the company's super senior revolving credit facility (RCF). S&P
removed the ratings from CreditWatch where it placed them with
negative implications on April 7, 2020.

Tendam's leverage is expected to be very high for its rating level
in FY2021 in the context of its negative FOCF generation.  S&P
said, "We expect S&P Global Ratings-adjusted debt to EBITDA to
increase to 7.5x-8.5x in FY2021 and an EBITDAR coverage ratio of
0.9x-1x, given the high lease expense burden. For FY2022, we
project the company will reduce leverage toward 5x--as earnings
slowly recover and assuming Tendam does not incur further debt--and
EBITDAR will improve toward 1.2x-1.3x. We estimate FOCF will turn
to negative EUR55 million-EUR65 million in FY2021, given the
significant cash burn in the first quarter, partially offset by
cash preservation measures that began to yield results in the
second quarter. For FY2022, we project about neutral reported FOCF.
We will closely monitor the group's performance over the final
months of FY2021 and assess fourth-quarter performance against our
updated base case."

S&P said, "We remain cautious regarding Tendam's full-year recovery
due to the expected sharp downturn in Spain for 2020 and risk of
further lockdowns.  The coronavirus pandemic caused the company to
close all stores in March and progressively reopen most of them
between May and July. At the end of May, 59% of stores had
reopened, rising to 97% at the end of July. Closures resulted in a
44% decline in revenues during the first half of FY2021, with the
Cortefiel brand experiencing the greatest decline given its focus
on formal wear and older customers. During this period, reported
EBITDA decreased by 65%, with savings of EUR74 million mainly in
payroll and rents partly mitigating the significant decline in
sales.

"In our base case, we project a 35% decline in sales for FY2021,
factoring in subdued performance for the rest of the year. We
forecast S&P Global Ratings-adjusted EBITDA to decrease by about
50%, driven by lower sales and gross margin due to markdown sales,
partially offset by cost control measures in place and higher
contribution from online sales that carry a higher margin. Our
base-case assumptions remain very uncertain given the risk of a
deeper-than-expected downturn or further lockdowns that could lead
to closure of all stores. Fourth-quarter sales will be critical
given the seasonality of the business due to Christmas and January
sales. As December approaches, we remain vigilant for a potentially
more severe impact from COVID-19 than we currently envision."

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic.
Reports that at least one experimental vaccine is highly effective
and might gain initial approval by the end of the year are
promising, but this is merely the first step toward a return to
social and economic normality; equally critical is the widespread
availability of effective immunization, which could come by the
middle of next year. S&P said, "We use this assumption in assessing
the economic and credit implications associated with the pandemic.
As the situation evolves, we will update our assumptions and
estimates accordingly."

The aftermath of the crisis could have durable effects on Tendam's
business.   In S&P's view, apparel retailers globally face
considerable pressure as they navigate through this unprecedented
period of intense macroeconomic and operational challenges, against
a backdrop of weaker consumer demand and considerable competition,
both online and in stores.

The COVID-19 outbreak has transformed the retail sector, with an
accelerated transition to e-commerce and omnichannel platforms
becoming increasingly indispensable to support the bricks and
mortar stores. Historically, Tendam's e-commerce penetration has
been weaker than global peers' although it is expanding,
representing around 9% of sales in Spain in FY2020. During the
first half of FY2021, e-commerce sales increased by 45%,
representing 20% of sales. The company announced its plan to triple
its digital business revenues by 2023 and introduce a multi-brand
marketplace. S&P considers that Tendam's ability to expand its
digital capabilities will be critical to remaining competitive in
the retail market.

S&P said, "Beyond this structural change, we also expect a very
gradual and potentially volatile recovery. Even if GDP picks up in
2021 from 2020 levels--and provided the sanitary situation
improves, which is still very uncertain at this stage--we expect
consumers' discretionary spending may be durably depressed in
Spain, driven by high unemployment rates in 2020 and 2021. Hence,
we project only gradual recovery for the sector beyond calendar
year 2020 until 2023. We forecast Tendam's revenues will fall short
of the FY2020 level by about 20% in FY2022, and revenues will only
fully recover to FY2020 levels in FY2024. Furthermore, we believe
the crisis could have lasting effects on consumer habits, with
potentially lower amounts spent on formal wear and fewer people in
stores. In our view, Tendam's ability to rapidly adapt both its
product offering and cost base to this new structure will be key to
maintaining its credit quality.

"In our view, Tendam will maintain adequate liquidity despite its
significant cash burn in first-quarter FY2021 due to the fallout
from the COVID-19 pandemic.   As of the end of August 2020, Tendam
had significantly improved its liquidity position. It reported
EUR131 million cash balance, while its EUR189 million RCF remains
fully undrawn and available. In addition, the company has taken
steps to enhance liquidity, including managing working capital by
reducing inventories and capital expenditure (capex). These actions
resulted in positive EUR74.6 million FOCF generation reported as
per Tendam's definition during the second quarter of FY2021 (EUR1.7
million below the same quarter last year), which partly offsets the
significant cash burn in the first quarter of EUR167.6 million. We
note that the EUR132.5 million credit line put in place in April
and guaranteed by up to 70% by the Spanish state, combined with the
cash generation in the second quarter, enabled Tendam to repay the
drawn amounts under the RCF. We consider that the company's efforts
to manage cash will continue to support its financial position in
the next two quarters and view its liquidity as sufficient to cover
potential further disruption over the next 12 months."

Environmental, social, and governance (ESG) credit factors for this
credit rating change:

-- Health and safety
S&P said, "The negative outlook reflects that we could downgrade
Tendam over the next 12 months if it does not improve its
performance and enhance FOCF generation such that it can sustain
its increased leverage. We consider that economic damage caused by
the pandemic, and more specifically on apparel spending, could be
more severe than we currently project. This would constrain
Tendam's ability to restore an S&P Global Ratings-adjusted
debt-to-EBITDA ratio to about 5.0x in FY2022, EBITDAR comfortably
above 1.2x, and positive FOCF generation."

S&P could lower the rating over the next months if any of the
following occur:

-- The company is not able to increase its earnings and FOCF
significantly over the next few months in order to reduce its
leverage metrics.

-- The effects of the pandemic, specifically lockdown measures in
Tendam's critical markets, are harsher than S&P currently
anticipates over the next few months, diminishing the very critical
Christmas shopping period sales, and further increasing leverage
and cash burn, or decreasing recovery prospects beyond FY2021.

-- Sustained unfavorable industry trends or reduced execution
capabilities lead us to adopt a less favorable view of business
risk; or

-- Liquidity weakens materially.

S&P could revise its outlook on Tendam to stable if:

-- The pandemic subsided and the company restored operating
performance and FOCF generation, reduced leverage, and maintained a
robust liquidity position; and

-- S&P Global Ratings-adjusted debt to EBITDA improved toward 5.0x
in FY2022, EBITDAR coverage reached at least 1x in FY2021 and 1.2x
in FY2022, and the company generated positive FOCF after lease
payments.




=============
U K R A I N E
=============

CITY OF KYIV: S&P Affirmed B Long-Term ICR, Outlook Stable
----------------------------------------------------------
On Nov. 13, 2020, S&P Global Ratings affirmed its 'B' long-term
issuer credit rating on the Ukrainian capital City of Kyiv. The
outlook is stable.

Outlook

S&P said, "The stable outlook reflects our view that Kyiv will
maintain its financial strength throughout the COVID-19-related
recession. We expect management to comply with the central
government's restrictions and keep the deficit fully covered by
accumulated reserves. The outlook also factors in our assumption
that the city will borrow moderately in the medium term."

Downside scenario

S&P said, "We might lower the rating if we were to lower our
sovereign ratings on Ukraine. We might also consider a negative
rating action if Kyiv's financial management team finds it
difficult to balance its budget, leading to a structurally wider
deficit, and material and fast debt accumulation."

Upside scenario

S&P could raise its rating on Kyiv if debt and liquidity practices
improved or the country's capital markets and banking system
strengthened. Furthermore, an upgrade would be contingent on a
similar rating action on Ukraine.

Rationale

The COVID-19 fallout will cause a decline in Ukrainian GDP in 2020,
leading to a sharp reduction in Kyiv's revenue and additional
expense to curb the pandemic's consequences. S&P said, "However, we
believe that these setbacks will be temporary, and the city will
sustain strong budgetary performance in 2021-2022. We believe that
Kyiv will resort to moderate borrowing, although the overall debt
level will remain low. At the same time, our assessment remains
constrained by the very volatile and centralized Ukrainian
institutional setting for local and regional governments (LRGs).
Kyiv's weak payment culture, with a track record of defaults, also
continues to weigh on the rating."

The COVID-19 shock halts the robust economic recovery
Kyiv's economy had been recovering strongly since 2015, but this
will stop with COVID-19's impact this year. The pandemic has
fundamentally changed the economic growth outlook for Ukraine. S&P
forecasts national GDP to drop by 6% in 2020, followed by a
recovery in economic activity in 2021-2022. Positively, Kyiv's GDP
per capita was 3x above the national GDP per capita in 2019.
However, like Ukraine, Kyiv will be in a recession in 2020, owing
to the pandemic.

As the capital, Kyiv remains Ukraine's most prosperous and
diversified region. The city contributes more than 20% of the
national GDP and benefits from a strong labor market, with the
lowest unemployment in Ukraine. Moreover, despite the overall
declining national trend, Kyiv continues to attract migrants from
all over the country.

The city operates within a very volatile institutional framework.
S&P said, "We do not expect additional central government support
addressing the pandemic, which will weaken LRGs' financials. Kyiv's
budgetary performance remains significantly affected by the central
government's decisions regarding key taxes, transfers, and
expenditure responsibilities. At the same time, we expect the
decentralization reform started in 2014 to restructure relations
between local governments and central authorities by providing more
financial and decision-making autonomy." Furthermore, local
governments have taken additional responsibilities for capital
projects and will continue to invest in infrastructure. In
particular, the central government increased its attention on
Kyiv's debt, by writing off its intergovernmental liability and
encouraging the city to use these funds for capital investment.

Kyiv's debt and liquidity management has improved in the past few
years thanks to a reduced debt stock and restructuring of the
remaining unsettled market liability. At the same time, the
unreliable medium-term financial planning, frequent deviations from
legislated budgets, short-term borrowing, and a track record of a
weak payment culture constrain S&P's assessment.

Budgetary performance to deteriorate in 2020, while debt will
remain low

S&P said, "We see Kyiv's operating performance decreasing
temporarily in 2020 and recovering gradually in 2021 and 2022. In
addition, we expect the city's deficit after capital accounts to
surpass 3% of total revenue this year, owing to a drop in revenue
and additional pandemic-related expense. Moreover, Kyiv compensates
the city-owned transportation company and metro, because these did
not operate for two months during the lockdown and still haven't
returned to their full capacity. At the same time, we believe the
city will reallocate some spending to cover the rising social
expenditure. It is likely to prioritize the spending linked to the
Ministry of Finance (MinFin) agreement on debt reduction while
reassessing its investment needs. Despite projected financial
deterioration, we believe that the deficit won't exceed the amount
of accumulated funds to comply with the MinFin requirement."
According to the budgetary code, LRGs are allowed to post deficits
only if they are fully covered by accumulated reserves.

The city remains committed to a number of large infrastructure
projects, such as the construction of bridges and metro lines. S&P
said, "We believe that some projects might be postponed, but Kyiv
will continue to fulfill its investment needs in 2021-2022. We also
expect that the city will continue its infrastructure development
by providing guarantees to its transportation and utility
government-related entities (GREs) for loans from the European Bank
for Reconstruction and Development and the European Investment
Bank." The projects are planned over a 20-year horizon and include
upgrades to transportation facilities, repairs of the city's
heating supply, and bridge renovations.

S&P said, "We expect that Kyiv's direct debt will remain low
through 2022. The city's direct debt consists of a $115.1 million
Eurobond placed in 2018, reflecting the restructuring of the 2015
Eurobond. The liability is due in 2021-2022. In addition, the city
is planning a Ukrainian hryvnia (UAH) 1.5 billion bond placement
this year, which we expect it will repay in 2021. We believe that,
should the need arise, Kyiv could postpone some capital expenditure
to generate the required funds for market debt repayments.

"In addition to direct debt, our assessment of the city's total
debt burden (tax-supported debt) includes liabilities of municipal
GREs, which require budget assistance from the budget. In
particular, we factor in all debt of GREs explicitly guaranteed by
Kyiv (Kyivpastrans, Kyivmetro, GVP Energy Saving Company,
Kyivavtodor, and Kyivenergo) and Kyivpastrans (not guaranteed
liability), as well as the commercial debt of the water utility,
given that repayments of most of these liabilities come directly
from the city's budget. We also include in the tax-supported debt
the liabilities arising from the lawsuit against Kyiv's subway
company Kyivmetro, because the city might be required to
financially support the entity.

"We assume that Kyiv's contingent liabilities are low and include
mostly accumulated payables at the city's utility and
transportation companies. We include all municipal companies' debt
in Kyiv's tax-supported debt. We also include in the city's
contingent liabilities the UAH3.7 billion of central government
loans received before 2014 to finance mandates set by the central
government.

"Under our projections, the liquidity coverage ratio will decline
as Kyiv starts repaying its liabilities in 2021 and 2022, compared
with zero maturities over the past four years. In addition, despite
the expected bond placement, we believe that the city's access to
external funding remains limited, due to the still-weak Ukrainian
capital markets and banking sector."

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

  Kyiv (City of)
   Issuer Credit Rating     B/Stable/--


INTERPIPE HOLDINGS: S&P Assigns 'B' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Ukrainian steel pipes and railway wheels manufacturer Interpipe
Holdings PLC (Interpipe).

The stable outlook reflects the company's ability to navigate the
tough operating environment with limited pressure on its balance
sheet, while building a supportive track record.

Interpipe's credit quality is determined by its small-scale
operations, exposure to Ukraine, and supportive financials, but is
constrained by a limited operating and financial track record.  S&P
said, "We view Interpipe as a small capital goods producer with an
annual "normalized" EBITDA of about $150 million. Despite its
scale, Interpipe has a leading position in a niche steel market
(railway wheels), complemented by small-scale pipes operations. The
rating takes into account a slightly more geared capital structure
with a gross debt of about $350 million, compared with the current
very low leverage (a reported net debt of $28 million at end-June
2020) and our expectation of positive FOCF in 2020 and beyond. At
this stage, the rating is constrained by the company's lack of
track record, after it completed its debt restructuring at
end-2019."

Despite the recent improvement in Ukraine's macroenvironment, S&P
still sees the potentially negative connotations of doing business
in Ukraine as presenting a challenge when compared with other,
Western countries. However, this does not impose a cap on its
rating on Interpipe.

After the global financial crisis in 2008 and the geopolitical
conflict between Ukraine and Russia, Interpipe has made a fresh
start.  Interpipe entered the 2008 crisis with a high level of debt
and large capital expenditure (capex) commitments, which in 2013
led to a breach of covenants and triggered cross-defaults on its
borrowings. Between 2014-2017, it continually failed to make
sizable scheduled principal repayments. Over this period, Interpipe
experienced a range of difficulties in its markets: a volatile
situation in Ukraine, the loss of the Russian market for pipes, and
a decline in oil country tubular goods (OCTG) sales across all
markets in a low-oil-price environment. In October 2019, the
company reached an agreement with its lenders, reducing its gross
debt to $0.4 billion from $1.4 billion.

In contrast, Interpipe entered the COVID-19 pandemic with a very
low debt level and an improved cost structure. While the steel
industry in Europe saw a production decline of about 40% in the
second quarter of 2020 (the 'peak' of the pandemic), Interpipe's
overall production declined by only about 16% year-on-year, and
since then we have seen a very encouraging recovery.

Interpipe's small-scale operations and unique position in the
railway wheels industry underpin our assessment of its business
risk profile as weak.  S&P considers Interpipe as a small player
with overall steel capacity of about 1.3 million tons, operating
through three divisions: steelmaking, pipes, and railway wheels.
The company enjoys a strong position in the railway wheels segment,
as reflected in its market share of about 54% in the European
freight segment and average EBITDA margins of about 30% in
2016-2019. On the other hand, S&P considers its pipes business to
be relatively small, with exposure to the volatile oil and gas
industry, and commodity prices. At the same time, Interpipe has a
strong presence and key supplier status in Ukraine, and a low cost
of production (vertically integrated with all domestic
manufacturing assets). The latter allows it to compete successfully
outside its domestic market (about 70% of revenue in 2019). S&P
views the company's business transformation into higher value-added
products, and diversification away from the Commonwealth of
Independent States (CIS), as supporting a better business model
that would translate over time into more resilience across cycles.

S&P said, "Our assessment of Interpipe's aggressive financial risk
profile does not fully reflect the company's very low debt level,
as we also take into account its history and limited track record.
Following the completion of its capital restructuring in October
2019, and after full repayment of the $91 million term facility and
working capital facilities (last $22.5 million repaid in February
2020), and partial redemption of the bonds in the year-to-date
($228 million redeemed), Interpipe's capital structure consists of
$81 million bonds due 2024. We understand that the current capital
structure places major limitations on the company's growth and
deployment of future FOCF. Consequently, it will aim to refinance
the current structure, with a new structure that would better match
its needs. We understand that Interpipe's financial objectives
include a gross debt of about $300 million-$350 million, a minimum
cash level of about $100 million, and reported net debt to EBITDA
of up to 2.0x.

"Under our base case, we project an S&P Global Ratings-adjusted
debt to EBITDA of just below 1.0x (before any cash deduction) in
2020, compared with 1.9x as of end- 2019. When assuming a refinance
of the capital structure with a "normalized" EBITDA level, we
calculate adjusted debt to EBITDA of up to 2.5x."

The stable outlook reflects the company's ability to complete its
transformation in the coming 12-18 months--mainly operationally,
but with the potential to complement it financially later on.

S&P said "Under our base-case scenario, we assume that the company
will complete its transformation, by putting in place a new capital
structure with a gross debt of about $350 million (compared with
the current $81 million) in the coming 12-18 months. Other key
assumptions include an adjusted EBITDA of $200 million-$220 million
in 2020 and $150 million-$200 million in 2021, compared with a
level of $150 million, which we view as more representative through
the cycle. In addition, we expect the company to generate FOCF of
up to $100 million in 2020 and $40 million-$90 million in 2021.

"We view an adjusted debt to EBITDA of 2.0x-3.0x (before any cash
deduction) as commensurate with the 'B' rating. We may reassess the
leverage range if the company's business performance became more
resilient and it made progress in meeting its financial objectives,
including the refinancing of the capital structure.

"We do not see our sovereign rating on Ukraine ('B') as a cap for
Interpipe's rating.

"We view a positive rating action as less likely in the short
term." The higher 'B+ ' rating would require meeting the
following:

-- A robust operating performance in the coming six to nine
months, ensuring Interpipe's ability to deliver an EBITDA of at
least $150 million through the cycle;

-- Successful completion of the refinancing of the current
temporary capital structure, with a new structure that better
matched the company's financial objectives;

-- A supportive track record, with sound credit metrics and
positive FOCF, and better visibility over the company's future
financial policy--including allocation of excess cash between debt
reduction, growth, and dividends; and

-- Adequate liquidity.

S&P believes that the headroom under the rating, namely the level
of reported net debt and lack of maturities in the coming years,
limits any rating downside in the coming 12 months.

In S&P's view, a negative rating action could arise from:

-- Refinancing the existing capital structure with a highly geared
structure, deviating from the company's financial objectives; or

-- A drop in EBITDA to $100 million or below, without a clear
prospect of recovery in the following years.

S&P notes that a deterioration in the rating on Ukraine to 'B-'
would not affect its rating on Interpipe, all else being equal.




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

ALBA 2006-2: S&P Affirms 'B+ (sf)' Rating on Class F Notes
----------------------------------------------------------
S&P Global Ratings raised its credit ratings on ALBA 2006–2 PLC's
class D and E notes to 'A (sf)' from 'A- (sf)' and to 'BBB (sf)'
from 'BBB- (sf)', respectively. At the same time, S&P has affirmed
its 'A (sf)' ratings on the class A3a, A3b, B, and C notes, and our
'B+ (sf)' rating on the class F notes.

The rating actions reflect the transaction's consistent stable
credit performance and the significant decrease in payment
holidays, in our view.

Although total arrears (10.8%) in the transaction have increased
slightly given the ongoing COVID-19 pandemic, they have been
consistently below our non-conforming index (13.4%). There was a
reduction in interest collections in the first quarter of 2020, but
they now have shown a significant increase in the second quarter of
2020. Even though the notes are amortizing pro rata, the
nonamortizing reserve fund has led to a slight increase in credit
enhancement for the notes.

S&P said, "In this transaction, we do not consider the guaranteed
investment contract (GIC) documentation to be in line with our
current counterparty criteria. Consequently, the highest rating
that these classes of notes can achieve is equal to our 'A'
long-term issuer credit rating on the GIC provider." Danske Bank
A/S, London Branch replaced Barclays Bank PLC as the GIC provider
in June 2016.

Credit Suisse International provides the currency swap and interest
rate swap contract. Under S&P's counterparty criteria, its
collateral assessment is weak, and considering the downgrade
language in the swap documents and the current resolution
counterparty rating (RCR) on Credit Suisse International, the
maximum supported rating on the notes is 'AA- (sf)', which is the
RCR.

S&P said, "We have applied our global RMBS criteria to our analysis
of this transaction. The weighted-average foreclosure frequency
(WAFF) has increased at all rating levels. This is mainly due to an
increase in arrears of approximately 3% compared with our previous
review, with a significant portion coming from the 90+ days bucket.
We think that this rise is primarily due to payment holidays in
progress.

"Our weighted-average loss severity assumptions have slightly
decreased at all rating levels, owing mainly to declining current
loan-to-value ratios."

  Credit Analysis Results

  Rating level    WAFF (%)   WALS (%)
  AAA             38.11%     39.17%
  AA              33.26%     30.99%
  A               30.56%     17.72%
  BBB             27.63%     10.89%
  BB              24.37%      7.14%
  B               23.64%      4.25%

The overall effect from our credit analysis results is a moderate
increase in the required credit coverage for all rating levels.

Available credit enhancement in this transaction has slightly
increased since S&P's previous review, due to a nonamortizing
reserve fund. The transaction is currently paying both principal
and interest pro rata because all of the pro rata conditions in the
transaction documents have been met.

S&P said, "We have determined that our assigned ratings on this
transaction's classes of notes should be the lower of (i) the
rating as capped by our counterparty criteria, or (ii) the rating
that the class of notes can attain under our global RMBS criteria.
We have also performed sensitivity analysis for COVID-19-related
stresses such as a delay in interest receipts, an increase in
defaults, and a longer recovery period. The assigned ratings remain
robust in our sensitivity analysis.

"Our credit and cash flow results indicate that available credit
enhancement for the class A3a and A3b notes is commensurate with
'AA- (sf)' ratings, and for the class B, C, and D notes it is
commensurate with 'A (sf)' ratings. As of today, our ratings on all
of these classes are capped by our counterparty risk criteria. We
have therefore affirmed our 'A (sf)' ratings on the class A3a, A3b,
B, and C notes, and raised to 'A (sf)' from 'A- (sf)' our rating on
the class D notes.

"Under our credit and cash flow analysis, the class E notes can
withstand our stresses at a higher rating level than that currently
assigned, We have therefore raised to 'BBB (sf)' from 'BBB- (sf)'
our rating on the class E notes. The assigned rating on the class E
notes is below the level indicated by our cash flow analysis due to
the sensitivity of this tranche to a longer recovery timing.

"We have also affirmed our 'B+ (sf)' rating on the class F notes as
the tranche benefits from the generation of excess spread and
liquidity and reserve funds being at target. The class F notes face
a minor temporary interest shortfall at the 'B+' rating level under
our cash flow analysis. However, our default analysis takes into
consideration the sensitivity to an increase in arrears for loans
with historical capitalization. Without this stress, the notes do
not face any shortfalls in the current rating scenario in our
analysis."

ALBA 2006-2 is backed by a mortgage pool of nonconforming
first-ranking residential mortgages in England, Wales, Scotland,
and Northern Ireland.

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic.
Reports that at least one experimental vaccine is highly effective
and might gain initial approval by the end of the year are
promising, but this is merely the first step toward a return to
social and economic normality; equally critical is the widespread
availability of effective immunization, which could come by the
middle of next year. S&P said, "We use this assumption in assessing
the economic and credit implications associated with the pandemic.
As the situation evolves, we will update our assumptions and
estimates accordingly."


ARCADIA GROUP: Says It Won't Be Going Into Administration
---------------------------------------------------------
James Davey at Reuters reports that British fashion group Arcadia,
which is controlled by retail businessman Philip Green, denied a
report on Nov. 15 it was about to go into administration but said
it was taking "appropriate steps" to protect the business from the
impact of the latest coronavirus lockdown.

Arcadia, which runs brands including Topshop, Topman, Dorothy
Perkins and Burton, employs about 15,000.

"It is not true that administrators are about to be appointed,"
Reuters quotes a spokesman for Arcadia as saying.

He was responding to a report in the Sunday Times which said
Arcadia's directors were drawing up plans to place the business
into "trading administration", allowing them to continue running it
while attempting to sell the brands, Reuters notes.

According to Reuters, a Sky News report on Nov. 14 said the group
had approached several potential lenders about borrowing about
GBP30 million (US$40 million) to prop up the business.

"Clearly, the second UK lockdown presents a further challenge for
all retailers and we are taking all appropriate steps to protect
our employees and other stakeholders from its consequences," the
Arcadia spokesman, as cited by Reuters, said.

He noted that while all Arcadia's stores in England are closed due
to the national lockdown, its stores in Wales, Scotland and
Northern Ireland have now reopened, and the company continued to
trade online through its own channels as well as through those of
its partners, Reuters discloses.

Last year Arcadia avoided collapse into administration when
creditors approved Green's restructuring plan, which closed stores,
cut rents and made changes to the funding of the group's pension
schemes, Reuters recounts.


CARILLION PLC: FCA to Take Action v. Ex-Directors Over Collapse
---------------------------------------------------------------
Matthew Vincent and Gill Plimmer at The Financial Times report that
the UK's financial regulator has said it is planning to take action
against former directors of Carillion, almost three years after the
government contractor collapsed under GBP7 billion of liabilities,
leaving taxpayers to pick up the pieces.

On Nov. 14, the Financial Conduct Authority announced that it had
issued warning notices to the company itself and to "certain
previous executive directors" over a series of breaches of
financial rules before the business failed, the FT relates.

According to the FT, these include giving "false or misleading
signals as to the value of its shares", "failing to take reasonable
care to ensure that its announcements were not misleading, false or
deceptive", and "failing to take reasonable steps to establish and
maintain adequate procedures, systems and controls".

Despite these findings, the FCA only gave details of a proposed
"public censure" of the company*, instead of "a financial penalty",
the FT notes.

It did not comment on possible sanctions against the directors, or
name them, because the case is ongoing, the FT states.  It also
stressed that warning notices are not final decisions and
individuals may appeal against any decisions to its upper tribunal,
the FT relays.

Carillion, which had 43,000 employees worldwide including 19,000 in
the UK, was liquidated in January 2018 with just GBP29 million in
cash and GBP7 billion in liabilities, leaving the UK government to
step in to ensure delivery of key services including school meals
and cleaning of hospitals and prisons, the FT discloses.

MPs have demanded that Richard Adam, a former finance director,
Richard Howson, a former chief executive, and Philip Green, former
chairman, be held to account for their role in the biggest UK
corporate failure in recent years, the FT relates.  In addition,
the Financial Reporting Council is currently investigating the
conduct of Mr. Adam as well as another former Carillion finance
director, Zafar Khan, the FT notes.

During their tenure, the company ran up debts and sold assets so
that it could continue paying dividends to shareholders, the FT
states.  It paid performance-related bonuses to executives just
months before its collapse, the FT recounts.

According to the FT, the FCA said the company "made misleadingly
positive statements", particularly in relation to its UK
construction business, which did not reflect "significant
deteriorations" in its expected performance.

Although the directors "were each aware" of this problem, and the
increasing financial risks the business faced, the regulator found
that they failed to inform the company's board or audit committee,
or check the accuracy of its public announcements -- despite being
responsible for them, the FT discloses.  The FCA concluded that, in
doing so, they "acted recklessly", the FT states.


NATIONAL INSURANCE: A.M. Best Ups Fin'l. Strength Rating to B(Fair)
-------------------------------------------------------------------
AM Best has upgraded the Financial Strength Rating to B (Fair) from
B- (Fair) and the Long-Term Issuer Credit Rating to "bb" from "bb-"
of National Insurance Company (NIC) (Jordan). The outlook of these
Credit Ratings (ratings) has been revised to stable from positive.

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

The rating upgrades reflect NIC's improved balance sheet strength
assessment, following the strengthening of its risk-adjusted
capitalization to the strongest level at year-end 2019, as assessed
by Best's Capital Adequacy Ratio (BCAR), benefiting from good
internal capital generation and reduced underwriting leverage.

The balance sheet strength assessment also factors in the company's
heavy exposure to the high financial system risk associated with
Jordan, where all its investments are held. NIC's investment
portfolio offers nonetheless a good level of liquidity, with bank
deposits and fixed-income securities covering net technical
provisions by 100% at year-end 2019. Offsetting factors in AM
Best's balance sheet strength assessment include the company's
small capital base and moderate dependence on reinsurance for large
risks.

NIC has a track record of adequate operating performance over
recent years, with a five-year (2015-2019) weighted average
return-on-equity ratio of 7.2%. Technical results improved in 2019,
following the poor results of NIC's motor and medical segments in
2018, albeit remained negative with a combined ratio of 106.3%
(2018: 113.5%). Improvement was the result of actions implemented
by management to turnaround technical profitability, including
portfolio pruning and enhanced underwriting discipline. AM Best
expects continued improvement in NIC's technical profitability to
support adequate operating results prospectively.

NIC's limited business profile assessment reflects the company's
relatively small size and concentration to Jordan's intensely
competitive insurance market, where it maintains a 3.1% market
share (based on total market premiums in 2019).

NIC's risk management framework is developing, and AM Best views
its risk management capability to be marginal relative to its risk
profile.


PIZZAEXPRESS FINANCING: S&P Withdraws 'D' Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings withdrew its 'D' (default) issuer credit rating
on PizzaExpress Financing 1 PLC, as well as the 'D' issue ratings
on the old GBP465 million senior secured notes and GBP200 million
senior unsecured notes.

U.K.-based casual dining chain PizzaExpress recently completed a
debt-restructuring process that saw control of the company's U.K.
and international operations handed to its previous creditors, its
Mainland China operations handed to the previous shareholder (Hony
Capital), its overall debt burden cut significantly, and the
injection of GBP144 million of new funding.

Following the completion of the restructuring transaction,
PizzaExpress Financing 1 PLC is no longer part of the new
PizzaExpress group. Therefore, S&P is withdrawing its ratings on
the entity and on the debt facilities it rated under the group's
former capital structure.


TRAVELODGE: Whitbread to Convert Two Hotels Into Premier Inns
-------------------------------------------------------------
Katherine Price at The Caterer reports that Premier Inn owner
Whitbread has exchanged contracts to convert two Travelodge hotels
into Premier Inns.

The agreements are with separate private landlords of the
Travelodge Bury St Edmunds and Travelodge London Uxbridge, The
Caterer discloses.

According to The Caterer, Mark Anderson, managing director for
property and international at Whitbread, said: "Securing new
Premier Inn hotels in Bury St Edmunds and Uxbridge is a strategic
investment by Whitbread in popular markets for business and leisure
travel.  It's part of our ongoing strategy of growing market share,
through Whitbread's strong balance sheet and financial flexibility
and resilience, in locations where we are underrepresented and
where we see opportunities to create long-term value for our
shareholders and guests."

The timescale for converting the hotels has not yet been confirmed,
The Caterer notes.

Travelodge's acrimonious company voluntary arrangement (CVA)
earlier this year included a break clause allowing landlords to
terminate leases and re-let the hotels without penalty before the
end of the year, The Caterer  recounts.




WAHACA: Nando's Founder Acquires Majority Stake in Parent Company
-----------------------------------------------------------------
Ben Martin at The Sunday Times reports that the South African
tycoon behind Nando's has stepped in to rescue Wahaca, the
Mexican-themed restaurant chain that was co-founded by a former
winner of the BBC's Masterchef competition.

According to The Sunday Times, Dick Enthoven has acquired a
majority stake in Wahaca's parent company, Oaxaca Limited, and has
also extended a loan to the business as part of a recent financial
restructuring to help the chain survive the coronavirus.

The investment by the billionaire totals GBP4 million, according to
The Sunday Telegraph, which first reported the financing, The
Sunday Times discloses.

Wahaca focuses on Mexican street food such as tacos and burritos
and was set up 13 years ago by Mark Selby and Thomasina Miers, who
won the 2005 series of Masterchef.



                           *********


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

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

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