/raid1/www/Hosts/bankrupt/TCREUR_Public/201210.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, December 10, 2020, Vol. 21, No. 247

                           Headlines



G E R M A N Y

WIRECARD AG: Deutsche Bank, Commerzbank Provided Buyout Funding


I T A L Y

CREDITO VALTELLINESE: Egan-Jones Hikes Senior Unsec. Ratings to B+
SOFIMA HOLDING: S&P Assigns Preliminary 'B' ICR, Outlook Stable


L U X E M B O U R G

DIAVERUM AB: S&P Affirms 'B-' ICR Following IPO Cancellation


R U S S I A

VELES CAPITAL: S&P Affirms BB-/B ICRs, Outlook Stable


S W E D E N

ARISE AB: Egan-Jones Hikes Senior Unsecured Ratings to B+
SAS AB: S&P Upgrades LT ICR to 'B-' on Improved Liquidity


U N I T E D   K I N G D O M

AXELL WIRELESS: Put Into Administration After Buyer Not Found
COUNTRYWIDE PLC: Connells Ups Offer for Business to 325p a Share
DAILY MAIL: S&P Affirms 'BB' Log-Term ICR on Strong Liquidity
NMC HEALTH: Administrators Sound Out Investors for UAE Business
OAKLEY'S: Enters Administration, Mulls Potential Sale


                           - - - - -


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

WIRECARD AG: Deutsche Bank, Commerzbank Provided Buyout Funding
---------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that Deutsche Bank and
Commerzbank provided the bulk of the funding for Wirecard's
acquisition of a pair of Indian companies referred to in the fraud
allegations against the defunct Germany payments group, documents
seen by the FT reveal.

In 2015, Wirecard turned to the German banks when it agreed to pay
up to EUR340 million to a Mauritius-based fund for two India-based
sister companies, Hermes i Tickets and GI Technology, the FT
recounts.  The seller, dubbed Emerging Markets Investment Funds 1A,
had acquired the targets just weeks earlier from their original
owners for less than EUR40 million, the FT states.

According to the FT, Wirecard said that it never checked who was
the ultimate beneficial owner of EMIF 1A, and forensic
investigations by Big Four accounting firms EY and KPMG later
failed to uncover this.

The unusual sequence of events, the stark increase in purchase
price and the unclear ownership of the seller lead to allegations
of potential money laundering and embezzlement, the FT notes.

An Indian Wirecard employee in 2016 told EY auditors that "senior
management" of the German group was behind EMIF, and EY fraud
investigators later referred to "hints" that Wirecard's then-chief
operating officer Jan Marsalek was behind EMIF, according to
documents seen by the FT.

According to documents seen by the FT, Deutsche Bank and
Commerzbank provided loans of EUR125 million each to Wirecard for
the purchase.

By the end of 2015, Wirecard's market capitalization had climbed to
EUR5.7 billion, and it went on to peak at more than EUR24 billion
in 2018, the FT relays.  Hailed for years as a rare German tech
success, the company collapsed in June after disclosing that large
parts of its operations in Asia were a sham, the FT recounts.

People familiar with the transaction told the FT that the two
EUR125 million loans were bridge loans, which had a duration of
about a year.  The loans were repaid by Wirecard long before the
company went bust, the people added.

Prior to Wirecard's insolvency, both German lenders were part of a
consortium that provided a EUR1.75 billion revolving credit
facility to the payments group, which was 90% drawn, the FT states.
While Deutsche Bank's exposure stood at EUR80 million,
Commerzbank's was EUR200 million, the FT notes.




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

CREDITO VALTELLINESE: Egan-Jones Hikes Senior Unsec. Ratings to B+
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 3, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Credito Valtellinese SpA to B+ from B. EJR also
upgraded the rating on commercial paper issued by the Company to B
from C.

Headquartered in Sondrio, Italy, Credito Valtellinese S.p.A.
operates as a commercial bank.



SOFIMA HOLDING: S&P Assigns Preliminary 'B' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Sofima Holding SpA (Sofima) and its preliminary
'B' issue-level rating to the company's proposed EUR1,250
million-EUR1,300 million senior secured notes. The preliminary
recovery rating on the notes is '3' indicating meaningful (50%-70%;
rounded estimate: 55%) recovery prospects at default.

The stable outlook reflects S&P's expectation that Sofima's
leverage will be 8.0x-8.5x for 2021, assuming the successful
closing of the transaction, including debt pushdown, and that the
company's funds from operations (FFO) cash interest coverage will
remain above 2.5x over time.

The preliminary 'B' rating with a stable outlook reflects Sofima's
high leverage post transaction, defensive market share, and good
cash generation profile.

Sofima, jointly controlled by the Vacchi family and BC Partners,
through a leveraged buyout (LBO) transaction, is raising funds to
tender the full share capital on the market and refinance the
financial debt of IMA SpA, an Italian automated machine
manufacturer. The company plans to issue in aggregate about
EUR1,250 million-EUR1,300 million in senior secured notes and
EUR310 million payment-in-kind (PIK) notes for the acquisition.

S&P said, "Our rating takes into account IMA's positioning as an
innovative designer of automated machinery used for packaging and
processing of various pharmaceutical, consumer goods, and tobacco
end markets, where the company has predominant market shares in the
niches it serves characterized by limited pricing pressure, which
allows for stable EBITDA margins and sustainably positive FOCF. IMA
has historically held a moderate leverage position, with S&P Global
Ratings-adjusted debt to EBITDA below 3x during 2016-2018, rising
in 2019 to 4.1x after the ATOP acquisition. Following the
completion of the proposed LBO, assuming debt pushdown and the
post-transaction downstream merger, we forecast Sofima's leverage
will further increase to 8.0x-8.5x for 2021, when including the
EUR310 million PIK notes in the capital structure as debt. We see
this level of debt as high for the company's size and EBITDA,
notwithstanding its resilient business model--characterized by low
capital intensity--and well-positioned market offer that would
allow consistently positive FOCF. Therefore we have assigned our
'B' long-term issuer credit rating."

Sofima's business is sustained by relatively resilient demand from
its end markets.

In the global packaging machinery market, IMA serves niche
end-markets in the pharmaceutical, consumer, and tobacco sectors,
which are characterized by resilient demand from stable, blue-chip
customers. IMA's sales reached EUR1.6 billion in 2019 and we
forecast sales will increase to EUR1.6 billion-EUR1.7 billion by
2021. In the pharmaceutical machinery industry, IMA holds
leadership positions in seven core segments. IMA is also well
positioned in the consumer products segment, with a dominant 75%
market share in the narrow tea bag niche. Furthermore, IMA holds an
approximately 40% market share in selected dairy niches such as
butter, soup cubes, and processed cheese. It also holds a leading
position in the highly fragmented coffee capsule segment, with 15%
market share.

IMA's business model focuses on the value-add portions of machine
building and benefits from loyal customers.

The company outsources component manufacturing to its intricate
chain of local suppliers, some of which it is vertically integrated
into as a minority shareholder. The outsourcing of most component
manufacturing reduces IMA's fixed-cost base, resulting in a cost of
goods sold that is 80% variable. IMA is thus able to act as a
research and development (R&D)-focused machine designer, with
annual cash R&D spend of about 5% of revenue and a portfolio of
more than 1,700 patents. IMA's technology capabilities, such as
turnkey solutions and flexible machine designs, are a competitive
advantage for the company and limit the price sensitivity of its
products.

A moderate 30% share of IMA's revenue comes from recurring and
profitable after-sales services and support.

After-sales services and support includes traditional services such
as parts replacement and maintenance as well as Industry 4.0
services such as predictive maintenance and digital services. In
2019, IMA derived about 30% of its revenue and 43% of its total
gross profit from these activities.

Comparatively lower EBITDA margins, limited size, end-market span,
and some concentration of labor and production in Italy are
constraining factors.

IMA's S&P Global Ratings-adjusted EBITDA margin fluctuated between
15.0%-17.5% in the past three years, comparatively lower than that
of peers such as Alfa Laval and Rexnord LLC. That said, S&P fully
recognizes the company's technological capabilities and
well-positioned defensive business model. Therefore, S&P assesses
Sofima's business risk at the high end of our fair business risk
profile category.

S&P forecasts high leverage post transaction, but FOCF should be
consistently positive and sound.

S&P said, "Following the completion of the proposed LBO
transaction, we forecast IMA's S&P Global Ratings-adjusted debt
will increase to about EUR2.0 billion at year-end 2020. We account
the EUR310 million preferred equity notes as debt and, thus,
include them in our credit metrics calculations. This reflects our
view of the presence of security, default clauses provisions, and
the inability to convert to shares. Moreover, the PIK notes are
instrumental for the LBO and part of the financing package, where
the only operating company sustaining the debt structure is IMA.
Under our base-case scenario, we assume that interest will be
accrued. In addition to the senior secured notes and PIK notes, our
calculation of adjusted debt includes leasing liabilities of about
EUR160 million-EUR170 million, factoring receivables sold of about
EUR70 million, pension liabilities of about EUR40 million, and
earn-out and put option liabilities of about EUR110 million. From
our calculation of adjusted debt, we exclude draws under the
company's EUR250 million guarantee facility, which we view as
performance liabilities with offsetting operating benefits.
Positively, we recognize the company's cash-generative profile as a
material strength. In 2018 and 2019, IMA generated adjusted FOCF of
EUR58 million and EUR74 million, respectively, and we expect
healthy FOCF generation will continue post-transaction as operating
performance improves and capital expenditure (capex) remains
relatively low. We anticipate FOCF of about EUR25 million-EUR35
million in 2020, dampened by significant transaction costs, before
increasing to EUR40 million-EUR100 million in 2021. In our view,
IMA has the ability to generate substantial FOCF that can be
redistributed to growth investments. Given the company's historical
growth strategy, which has included mergers and acquisitions in
addition to organic growth, in our base-case scenario we forecast
annual acquisitions of EUR60 million per year. However, we cannot
exclude that the company could embark on larger acquisitions. We
forecast no dividends paid by IMA and believe the company will
prioritize growth investment over dividend returns in the medium
term. We also recognize that dividend payments are restricted to
net reported leverage of 3.75x under the senior secured facilities
documentation, which we forecast the company reaching by 2024."

IMA's operating performance was stable through the first nine
months of 2020.

Through the first three quarters of 2020, IMA's top line was
tightly in-line with the previous year. Revenue increased to EUR1.0
billion, 0.7% higher than in the same period of 2019. S&P Global
Ratings-adjusted EBITDA margin was also 12.6% for the period,
versus 11.0% in 2019. Third-quarter 2020 performance was supported
by an exceptional project related to machinery for the production
of face masks in response to the pandemic. On an S&P Global
Ratings-reported basis, IMA generated neutral FOCF for the first
nine months of 2020, compared with negative EUR26 million for the
same period in 2019. Given the timing of IMA's cash flows, the
fourth quarter tends to see large positive inflows.

Sofima will launch a mandatory tender offer (MTO).

On July 28, 2020, Sofima's shareholders reached an agreement to
sell 19.070%, or 188,792 shares, of their stake in Sofima to May
SpA (ultimately owned by BC Partners) for about EUR68 per share.
This gives IMA an enterprise value of about EUR3.6 billion,
representing about a 13x multiple on 2019 reported EBITDA. S&P
said, "We understand that the MTO on all IMA's shares outstanding
will be launched in the next few days. Assuming that all of IMA's
shares on the market are tendered in the mandatory tender offer, we
expect the Vacchi family will retain about 55.4% of the economic
rights and 51% of the voting rights while BC Partners will own
about 44.1% of the economic rights and 49% of the voting rights. A
shareholder agreement stipulates special rights between the
parties. We see Sofima as under financial-sponsor ownership because
more than 40% of its share capital will be owned by BC Partners,
the transaction proposed is fairly aggressive, and the sponsor will
have material influence over the direction of the company and its
cash flows." To fund the LBO transaction, Sofima is planning to
use: EUR800 million seven-year senior secured fixed-rate notes;
EUR450 million seven-year senior secured floating rate notes; and
EUR310 million eight-year privately placed PIK notes with a yield
of at least 9.25%, issued outside of the restricted group. It is
also planning to inject equity of about EUR2 billion.

The final rating will depend on the company's successful notes
issuance.

S&P said, "We expect Sofima to issue EUR1,250 million-EUR1,300
million of senior secured notes, a EUR150 million super senior
revolving credit facility (RCF), and a EUR250 million guarantee
credit facility. The final rating will also depend on our receipt
and satisfactory review of all final transaction documentation.
Moreover, our final rating will depend on Sofima's successful
closing of the MTO and completion of the debt pushdown. We
understand that conditions for IMA's delisting have already been
met, even before the MTO's official launch. However, we still see
the possibility that minority shareholders could retain some of
IMA's shares, thereby slowing the debt pushdown as well as
increasing the complexity on IMA's governance. We will therefore
finalize our rating on completion of the MTO and debt pushdown.
Accordingly, the preliminary rating should not be construed as
evidence of the final rating. If S&P Global Ratings does not
receive final documentation within a reasonable time frame, or if
final documentation departs from materials reviewed, it reserves
the right to withdraw or revise the ratings. Potential changes
include, but are not limited to, utilization of new notes proceeds,
maturity, size and conditions of the notes, financial and other
covenants, security, and ranking.

"The stable outlook reflects our expectation that Sofima's leverage
will be about 8x-8.5x for 2021, assuming the successful closing of
the transaction, and that its FFO cash interest coverage will
remain above 2.5x over time, assuming the PIK interest is accrued.
We also expect the group to generate positive FOCF of approximately
EUR50 million in 2021, which can then be redeployed for
acquisitions.

"We could downgrade Sofima on the back of prolonged weak demand,
such that its FFO cash interest coverage deteriorates below 2.0x,
or if it generates negative FOCF to the detriment of its leverage
ratios. In addition, we could lower the rating if Sofima embarks on
a material debt-funded acquisition resulting in higher leverage
than in 2020, coupled with low prospects for FOCF generation.

"We could consider upgrading Sofima if better-than-expected
operating prospects led to S&P Global Ratings-adjusted FOCF of
EUR100 million-EUR150 million per year on a sustainable basis."




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

DIAVERUM AB: S&P Affirms 'B-' ICR Following IPO Cancellation
------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on Diaverum Holding,
including its 'B-' issuer credit rating, and removed them from
CreditWatch, where S&P placed them with positive implications on
Nov. 20, 2020.

S&P said, "The stable outlook reflects our expectation that the
group's operating performance should remain resilient amid the
ongoing COVID-19 pandemic, with adjusted EBITDA margins of 20%-23%
over the next 12-18 months, supported by stable reimbursement
tariffs and patient volumes across existing markets."

On Nov. 27, 2020, Diaverum AB, the subsidiary of Diaverum Holding
S.a.r.l., announced that it will not proceed with the planned
public listing on the Nasdaq Stockholm Stock Exchange, originally
announced on Nov. 16, 2020.

The affirmation follows Diaverum AB's announcement that it has
withdrawn its application for a public listing.  S&P said, "As a
result, we understand that Diaverum Holding's existing capital
structure will remain in place, with Bridgepoint retaining its
controlling ownership of the business. We therefore no longer
expect material reduction in S&P Global Ratings' adjusted debt
leverage to below 7.0x in the near future. Under our updated base
case for the financial year ending Dec. 31, 2020 (FY2020), we
forecast adjusted EBITDA margins of 21%-22% with neutral to
modestly positive FOCF, largely thanks to postponement of growth
capital expenditure (capex) initiatives. Taking into account the
delay of bolt-on acquisition activity this year--as the company
prioritized preservation of liquidity as a precaution--we forecast
cash-paying debt to EBITDA of close to 7.8x-8.0x (8.0x in 2019) for
the full year. On a fully adjusted basis (including preferred
equity certificates, which we consider as debt-like under our
methodology), adjusted debt to EBITDA should be close to
16.0x-16.2x. For 2021, we anticipate broadly stable margins and
cash-paying adjusted debt to EBITDA of close to 7.5x."

S&P said, "In our fully adjusted leverage calculation for 2020, we
incorporate EUR960 million of senior secured first-lien term loan
B, about EUR130 million drawn amount under the revolving credit
facilities (RCF), EUR160 million second-lien term loan B, about
EUR1.4 billion of preferred equity certificates, and EUR163 million
of operating lease liabilities. We do not net cash against debt, in
line with our approach for financial sponsor-owned companies, and
there is no cash earmarked for debt repayment.

"We anticipate the group will stay resilient regardless of the
duration of the pandemic.  This is particularly the case for
revenues and reflects the life-saving nature of dialysis services.
Chronic kidney disease patients need regular uninterrupted access
to treatment to stay alive. The pandemic has slightly affected the
cost base, with COVID-19-related costs increasing by up to EUR8.7
million year-to-date (Oct. 30), of which EUR4.7 million related to
more personal protective equipment. While we anticipate these costs
to remain in 2021, as the company needs to ensure the safety of
staff and patients across its clinics, we consider this to be
manageable from a profitability perspective.

"We do not anticipate a material change in the long-term business
strategy.   We think that under Bridgepoint's continued ownership,
Diaverum will keep deploying its available liquidity to fund its
external growth strategy." The company recently signed an agreement
to acquire Advance Renal Care Asia (ARCA), with closing expected in
the first quarter of 2021. ARCA is set to contribute 14 clinics to
Diaverum's existing base of 424 (as of Oct. 30, 2020), while
marking its entrance in two new markets, Singapore and Malaysia.
This supports Diaverum's entrance in Asia, following the opening of
its first clinic in China earlier in 2020.

Diaverum has somewhat slowed its expansion plans this year as a
result of the COVID-19 outbreak, with both M&A and non-M&A capex
trailing budgeted numbers in the year-to-date, by about EUR20
million and EUR46 million, respectively. That said, we anticipate
that the company will restart activity soon, in line with its
long-term growth strategy. S&P notes that this has previously
slowed leverage reduction, given the ongoing integration needs, and
we therefore think that our adjusted debt to EBITDA is unlikely to
fall below 7.0x over the next 12-18 months.

Diaverum will also likely continue to focus on penetrating
important existing markets, such as Saudi Arabia, where we see a
large contract concentration with the Ministry of Health. This was
extended for another five years through a tender renewal in late
2018 and is up for retendering in late 2023. The company
anticipates that it will successfully renew it at this point, based
on steady improving medical outcomes, and its established track
record in operating in the country (since 2011). Diaverum also
intends to further expand its business in Saudi Arabia targeting
the private insurance market, while selectively pursuing expansion
in other neighbouring countries in the Middle East. New or existing
contract extensions typically come at initial costs, thus
depressing EBITDA in the near term, before allowing for gradual
deleveraging as the operational activity ramps up.

S&P said, "The stable outlook reflects our expectation that
Diaverum's operating performance will remain resilient overall
regardless of the duration of the ongoing COVID-19 pandemic, given
the life-saving nature of its services. We anticipate that the
group will maintain adjusted EBITDA margins of 20%-23% and cash
paying debt to EBITDA of 7.0x-8.0x, with free cash flow reinvested
in growth over the next 12-18 months."

S&P could take a negative rating action if it observed a weakening
in the group's operating performance such that:

-- Absolute FOCF turned markedly negative, compared with our base
case, and lease-adjusted EBITDA fixed charge cover approached 1.0x
with no potential for rapid improvement, thus resulting in
liquidity pressure. S&P said, "Under such a scenario, we would
likely reassess our view of the group's capital structure as
unsustainable in the long term. This could happen if we observe a
more intense restart in external growth activity resulting in very
high greenfield capex expenditure, or if working capital
deteriorated."

-- S&P observes weakening in operating margins with adjusted debt
leverage increasing materially above 8.0x with no potential for
swift deleveraging within its forecast horizon. This could
materialize if it observes reimbursement tariffs falling below the
inflation rate in most of the group's end markets, staff
recruitment issues, or higher-than-expected penalties in Saudi
Arabia.

-- S&P could consider a positive rating action if adjusted debt to
EBITDA fell sustainably below 7.0x and FOCF moved into a sustained
positive territory, where it fully covers M&A spending. In its
view, this would stem from a ramp-up of profitability in newly
opened or acquired clinics and stable reimbursement rates across
markets. Under such a scenario, S&P would most likely also see
lower levels of bolt-on acquisitions and capex.




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

VELES CAPITAL: S&P Affirms BB-/B ICRs, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on Russia-based Investment Company Veles Capital
LLC. The outlook is stable.

S&P said, "We have affirmed our ratings because we expect that
Veles can maintain its leading position as the largest broker in
Russia's corporate bonds market and a significant player in Russian
government bonds. However, we do not expect to see much growth in
Veles' client numbers in the next two years as the market expands.
This is because Veles currently does not have a strong competitive
advantage in the mass-market retail segment. We believe the company
will remain focused on serving its core customer base of
institutional clients and high-net-worth individuals.

"At the same time, we believe that Veles Capital will benefit from
strengthening regulatory oversight over securities companies in
Russia. As we understand, the Central Bank of Russia's
progressively stricter regulation of domestic securities firms aims
to protect unqualified retail investors and strengthen liquidity
and capital requirements.

"We view Veles' capital and earnings as its key ratings strength,
which differentiates it from other rated larger securities
companies in Russia. However, its risk-adjusted capital (RAC) ratio
declined to 23.5% at midyear 2020 from 32.0% at year-end 2019
following disbursement of Russian ruble (RUB) 4.1 billion (about
$55 million) of loans. We expect the RAC ratio to decline further
to about 20% by year-end 2020 following a sizable dividend payment
in the third quarter of 2020. If Veles continues paying large
dividends and further increases its risk-weighted assets, the RAC
ratio would weaken further, and this could lead us to revise
downward our capital and earnings assessment.

"We have revised our assessment of Veles' risk position to adequate
from strong reflecting our view of a potential increase in its risk
appetite, albeit from a relatively low level. In the second half of
2020 Veles' balance sheet demonstrated substantial volatility.
Assets increased, and subsequently decreased by about RUB26 billion
due to a short-term brokerage transaction with a large
institutional client. The firm's securities portfolio has also been
volatile in 2020.

"We assess Veles' funding as strong, due to a historically high
gross stable funding ratio, which however significantly decreased
to 117% as of midyear 2020 from 865% at year-end 2019 because
stable funding needs increased by RUB4.1 billion due to loan
disbursements. Our view of liquidity as strong reflects Veles' high
liquidity coverage metric of 18.7x in the first half of 2020,
supported by its ample liquidity cushion and focus on highly liquid
investments. We expect Veles' funding and liquidity ratios to
remain a strength during the outlook horizon of 12 months.

"We removed the negative adjustment of one notch from our
assessment of Veles' group stand-alone credit profile (SACP) as
part of our comparable ratings analysis, alongside our revised view
of its risk position. We now believe that an 'bb-' group SACP
adequately reflects Veles' stronger capitalization and funding
profile than peers, while factoring in its smaller size and lower
diversification.

"The stable outlook on Veles reflects our expectation that, in the
next 12 months, Veles' risk won't increase materially, its capital
position will not weaken, and its liquidity buffer will remain
high.

"We may downgrade Veles in the next 12 months if its capitalization
continues to decrease, with our RAC ratio declining below 15%; or
its funding profile weakens further. We could also downgrade Veles
if we see greater unpredictability and a material rise in risk
appetite, for example shown by taking sizable one-off transactions
onto its balance sheet.

"We consider an upgrade over the next 12 months to be unlikely.
Although we expect that Veles will benefit from stricter regulatory
oversight of Russian securities firms, we do not expect its
franchise or revenue generation to capitalize on the trend of
increasing retail brokerage clients in Russia. At the same time,
Veles is already rated higher than the majority of its Russian
peers. To consider an upgrade, we would expect Veles to demonstrate
stronger diversification of its client base and revenue, a prudent
risk appetite, predictable controlled growth, and stronger
management and governance than peers."



===========
S W E D E N
===========

ARISE AB: Egan-Jones Hikes Senior Unsecured Ratings to B+
---------------------------------------------------------
Egan-Jones Ratings Company, on December 2, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Arise AB to B+ from B.

Headquartered in Sweden, Arise AB is an alternative energy
company.


SAS AB: S&P Upgrades LT ICR to 'B-' on Improved Liquidity
---------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit ratings on
SAS AB to 'B-' from 'SD'.

The stable outlook reflects that SAS will generate sufficient
operating cash flow to support the ratio of liquidity sources to
uses staying at a minimum of 1.2x over the 12 months started Oct.
31, 2020.

Thanks to about SEK12 billion in cash proceeds from issuance of new
equity and state hybrid debt from its recapitalization plan,
Scandinavian airline SAS AB should have ample liquidity to
withstand depressed air traffic demand and offset negative
operating cash flow until trading conditions improve, which S&P
believes could happen thanks to a widely available COVID-19 vaccine
by mid-2021.

The recapitalization plan strengthened SAS' liquidity.   SAS
completed the recapitalization plan at end-October and received
Swedish krona (SEK) 6 billion in cash proceeds in the form of new
common shares (slightly more than half of it subscribed by the
existing government shareholders Sweden and Denmark) and SEK6
billion from the new state hybrid notes issuance. Furthermore, SAS
exchanged its SEK1.5 billion subordinated perpetual capital
securities into common shares and SEK2.25 billion senior unsecured
bond due 2022 into a mix of equity and SEK1.615 billion new
commercial unsubordinated hybrid notes (both cash neutral
transactions). The significant cash proceeds should provide SAS
with an ample liquidity to withstand the continuing depressed air
traffic demand and cushion the airline's negative operating cash
flow until trading conditions will improve. S&P anticipates an
improvement thanks to a widely available COVID-19 vaccine by
mid-2021.

Nevertheless, the resulting increase in adjusted debt weighs on the
airline's credit metrics.  S&P said, "We view the state hybrid
notes (constituting of SEK5.0 billion and SEK1.0 billion tranches)
and SEK1.615 billion commercial hybrid notes as akin to debt. This
is because we believe that SAS has a strong incentive to redeem the
instruments given that the hybrids' documentation includes multiple
coupon step-ups until 2027 for the state hybrid notes and until
2030 for the commercial hybrid notes. In our view, certain benefits
of the state hybrid, such as its subordinated nature, no effective
maturity date and optionally deferrable coupon features,
differentiate it from traditional debt and provide some flexibility
to SAS' capital structure. This comparative strength, however, is
offset by our view that the airline's actual and forecasted credit
metrics are at the weaker end of our highly leveraged financial
profile range. This is not compensated by our assessment of the
business profile as weak. We expect SAS' adjusted debt to EBITDA at
more than 10x in fiscal 2021 before improving to 7-8x in fiscal
2022."

Although recovery in global air traffic demand in 2021 is highly
uncertain, SAS may benefit from its high share in domestic traffic.
  A new round of COVID-19 lockdowns and travel restrictions imposed
by national governments continues to weigh on passenger demand and
confidence. S&P said, "Numerous questions remain regarding the
overall outlook for air travel, but we now believe that 2020
traffic as measured by revenue passenger kilometers (RPKs) and
revenues are likely to be 65%-80% lower than in 2019 (compared with
our previous estimate of 60%-70% lower). We see a weak recovery in
2021, with traffic and revenues still 40%-60% lower than in 2019
(compared with our previous estimate of 30%-40% lower). This
estimate incorporates the recent consensus among health experts
that a vaccine will be widely available by mid-2021. We also
revised down our expectations for 2022, to 20%-30% below 2019
levels (compared with 15%-20% previously). Generally, we believe
that the domestic and short-haul traffic will see a swifter rebound
compared with the long-haul destinations. SAS is well-placed in
this context because it derived 35%-40% of its passenger revenue
from the intra-Scandinavian (including domestic) routes before the
pandemic. Furthermore, SAS' second largest regional competitor
Norwegian Air filed for bankruptcy protection. Consequently, we
believe that SAS may see its passenger volumes recovering to a
level consistent with the stronger end of the aforementioned
ranges."

S&P said, "We project that a COVID-19 vaccine could help restore
air traffic demand and SAS' operating performance in fiscal 2021.  
SAS reported negative EBITDA of SEK2.7 billion in fiscal 2020 . We
envisage SAS' operating performance improving in fiscal 2021,
however, supported by the anticipated recovery in air traffic. The
airline significantly reduced personnel (5,000
redundancies--corresponding to about a half of fiscal 2019 average
number of employees--in fiscal 2020) and plans to realize further
cost savings under its SEK4 billion efficiency program by fiscal
2022. We therefore anticipate adjusted EBITDA to turn positive to
up to SEK3.0 billion in fiscal 2021, but remain materially below
the SEK7.4 billion in fiscal 2019. In our base case, we assume a
substantial recovery in air traffic in second-half 2021,
underpinned by our current view that an effective and widely
available COVID-19 vaccine by the middle of next year will support
the easing or lifting of travel restrictions and restored passenger
confidence in air travel."

Cash flow will remain weak in the next few quarters.  S&P said, "We
expect SAS' operating cash flow (OCF) after lease payments will
remain negative until 2022. This is because EBITDA will
insufficiently cover the estimated lease amortization payments of
about SEK3 billion and potentially material cash outflows to settle
the outstanding passenger ticket refunds resulting in a cash burn
in fiscal 2021. We forecast that OCF after lease payments will turn
positive only in fiscal 2022, driven by the gradual recovery in
passenger demand for air travel, with expected adjusted EBITDA
rebounding to SEK5.5 billion–SEK6.0 billion."

S&P said, "We continue to see a low likelihood of extraordinary
government support in a distressed situation for SAS.   In our
view, the airline's importance for and link with the Scandinavian
governments remains limited. The recent restructuring of some of
SAS' debt instruments (set as a condition for the recapitalization
plan), which we considered akin to default, has demonstrated that
Swedish and Danish governments (which jointly hold a 43.6%
cumulative equity share in SAS post-recapitalization vs. 29%
previously) are primarily interested in SAS' operations and its
status as a large employer and connectivity provider to and within
Scandinavia, and not so much in its credit standing. Therefore, we
do not apply any notching to our 'b-' assessment of the airline's
stand-alone credit profile."

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

-- Health and safety

S&P said, "The stable outlook reflects that SAS' operating cash
flow will support the ratio of liquidity sources to uses staying at
a minimum of 1.2x over the 12 months commencing Oct. 31, 2020.

"We could lower the rating if we believe the air traffic recovery
will be delayed or weaker than expected, resulting in EBITDA well
below our expectation in fiscal 2021 and accelerated cash burn
absent sufficient cost-cutting measures so that liquidity sources
to uses ratio falls below 1.2x in the upcoming 12 months. This
could occur if there are prolonged COVID-19-related lockdowns and
travel restrictions, or if passengers remain reluctant to book
flights.

"Although unlikely in the short-term, we could raise the rating if
demand conditions normalize and the recovery is robust enough to
enable SAS to partly restore its financial strength, such that
adjusted debt to EBITDA falls well below 6.5x, alongside a stable
liquidity position."




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

AXELL WIRELESS: Put Into Administration After Buyer Not Found
-------------------------------------------------------------
Nic Fildes at The Financial Times reports that a British business
whose wireless technology has been used for the London Underground,
the Olympic Park, the Channel Tunnel and the Pentagon has collapsed
into administration less than six months after it was carved out of
defence group Cobham and sold.

According to the FT, two people with direct knowledge of the
process said Axell Wireless, which was founded in 1972 and
specializes in distributed antenna systems, has been put into
administration by its owner Rcapital after a buyer for the company
could not be found.

Alvarez & Marsal has been appointed administrator to Axell
Wireless, which is based in Chesham in Buckinghamshire, the FT
relates.  About three-quarters of the company's 125-strong
workforce have been axed this week as a result of the
administration, the FT discloses.



COUNTRYWIDE PLC: Connells Ups Offer for Business to 325p a Share
----------------------------------------------------------------
George Hammond at The Financial Times reports that estate agent
Connells has upped its offer for rival Countrywide, intensifying a
battle for control of one of the UK's best known property chains.

According to the FT, Countrywide, which appointed former William
Hill boss Philip Bowcock as interim chief executive in November, is
considering rescue options.  It is heavily indebted from a buying
spree after its IPO in 2013 and its shares have fallen 98% in the
past five years, the FT discloses.

In October, UK private equity firm Alchemy Partners, an existing
shareholder, launched a takeover bid at 135p a share, the FT
recounts.  It also proposed a GBP90 million cash injection, the FT
notes.  After Connells disclosed an interest in early November,
Alchemy Partners increased its offer to 250p a share, the FT
relays.

The new offer from Connells of 325p a share, a 27% premium to the
Dec. 7 opening price, values the company at roughly GBP112 million,
according to the FT.

All of the bids value the company at a fraction of the IPO figure
of GBP750 million, the FT states.

Countrywide, as cited by the FT, said on Dec. 7, that it would
consider the proposal alongside two other options: the Alchemy bid
and a capital raise from existing shareholders.


DAILY MAIL: S&P Affirms 'BB' Log-Term ICR on Strong Liquidity
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB'  long-term issuer credit
rating on U.K.-based diversified media group Daily Mail & General
Trust PLC (DMGT) and its issue ratings on its senior unsecured
bonds, and affirming at 'B' its short-term rating on the group.

S&P said, "The stable outlook reflects our view that over the next
12 months, DMGT will have some headroom to invest in organic growth
and bolt-on acquisitions without incurring debt. The outlook also
assumes that relatively stable revenue growth in the group's
business to business (B2B) portfolio will offset the structural
decline in print consumer media.

"Despite the hit to revenue and earnings from the COVID-19
pandemic, we expect DMGT will maintain credit metrics commensurate
with a 'BB' rating over the medium term.   In FY2020, the group's
reported revenue reduced by 14% compared with FY2019, and S&P
Global-adjusted EBITDA contracted to about GBP151 million from
GBP226 million in FY2019. As a result, adjusted debt to EBITDA
increased to 2.3x from 1.4x in FY2019, but still remained well
below our 3.0x downgrade trigger for the 'BB' rating. Although we
forecast that DMGT's adjusted EBITDA will likely remain below
FY2019 levels at least until the end of FY2022, we think the
group's adjusted leverage will be commensurate with the current
rating over the forecast horizon, and the group will have some
flexibility to invest in organic growth and bolt-on acquisitions."

In FY2020, DMGT's revenue and earnings declined due to a sharp drop
in revenue from events and exhibitions. It held no physical events
between February and September 2020 due to the pandemic, had lower
transaction revenue in the U.K. property information business, and
faced a drop in print advertising and circulation revenue in the
consumer media business. The group also sold its energy information
business Genscape in November 2019, which accounted for about 5% of
revenue in FY2019. While the group maintained strategic investment
in its property information and other businesses, it reduced
corporate and other discretionary operating costs, and received
insurance for pandemic-related losses in its events business, which
partly offset the decline in earnings. DMGT has also received about
GBP300 million in proceeds from disposals of businesses, including
the sale of Genscape, that helped maintain its strong liquidity
position.

S&P said, "In FY2021-2022, we expect B2B businesses will recover,
but there will be continued pressure in consumer media.   We expect
that B2B businesses, which accounted for about 50% of DMGT's total
revenue and about 55% of adjusted operating profit (excluding
corporate costs) in FY2020, will drive the group's operating
performance and earnings growth in the next couple of years, and
will offset the continued structural challenges in the consumer
media division. We forecast that revenue in B2B will remain broadly
flat in FY2021 compared with FY2020, strongly improve in FY2022,
and continue growing at 2%-4% thereafter. This will be despite
growth in RMS, property information, and edtech, and due to the
further decline that we expect in events and exhibitions in FY2021.
We think large shows will only start generating meaningful revenue
in the fourth quarter of FY2021, and will strongly recover in
FY2022. At the same time, in our view, growth in the consumer media
division will be very low or negative and will reflect the
continued structural decline in print media, although digital
advertising revenue will recover in FY2021. Modest revenue growth,
continued investment in organic business growth and platform
upgrades in the B2B division, and structural weaknesses in consumer
media will translate into profitability that we view as below
average compared with media industry peers. We forecast DMGT's
adjusted EBITDA margin will remain at 12%-13% over the next couple
of years.

"In our view, DMGT has flexibility to invest in organic growth and
acquisitions without affecting credit ratios.   Our adjusted debt
calculation for DMGT includes gross debt (GBP224 million at the end
of FY2020), GBP100 million for financial leases, and GBP16 million
for other adjustments. However, we do not net the cash that the
group has on balance, which we assume is available for a
combination of working capital and operational needs, pension
funding requirements, or bolt-on acquisitions over time. As a
result, we think that over the next couple of years DMGT will have
the flexibility to invest in business growth and bolt-on
acquisitions without incurring debt and thus affecting its credit
metrics. At the end of FY2020, the group had about GBP360 million
of unrestricted cash on balance (excluding GBP20 million overdrafts
and GBP117 million in escrow to be made available to fund its
pension schemes). This compares with our assumption that the group
will spend GBP50 million-GBP70 million per year on bolt-on
acquisitions.

"In our base case we assume the group's portfolio will remain
largely unchanged, and do not incorporate any debt-financed
acquisitions or potential asset disposals. However, the group has a
track record of actively managing and monetizing its investments
and minority stakes.

"The stable outlook reflects our view that over the next 12 months,
DMGT will maintain its adjusted leverage at about 2.5x, and will
have some headroom to invest in organic growth and bolt-on
acquisitions without incurring debt. The outlook also assumes that
relatively stable revenue growth in the group's B2B portfolio will
offset the structural decline in print consumer media."

S&P could downgrade DMGT if:

-- The group's adjusted EBITDA declined more substantially than
S&P forecasts--for example, if operating performance recovered more
slowly than we expect, or if there were a steeper decline in
consumer media divisions' earnings, leading to higher adjusted
leverage;

-- Material portfolio disposals reduced the scale and diversity of
the group's operations and its adjusted EBITDA; or

-- Adjusted debt to EBITDA exceeded 3.0x due to large
debt-financed acquisitions.

S&P views an upgrade as remote. It would require a material
increase in scale and a demonstrated, sustainable improvement in
earnings and margins, including organic earnings growth. This would
need to be supported by the group's existing financial policy and
an adjusted debt-to-EBITDA ratio maintained well below 3.0x.


NMC HEALTH: Administrators Sound Out Investors for UAE Business
---------------------------------------------------------------
Hadeel Al Sayegh and Davide Barbuscia at Reuters report that
administrators of troubled hospital operator NMC Health are
sounding out potential buyer interest for its flagship business in
the United Arab Emirates (UAE), three sources familiar with the
matter said.

According to Reuters, one of the sources said the potential sale of
its biggest assets which would also include Oman, could generate
around US$1 billion.  It follows administrators Alvarez & Marsal's
launch in August of a process to sell NMC's international business
including its international fertility units, Reuters notes.

NMC, which was founded by Indian businessman BR Shetty in the
mid-1970s, became the largest private healthcare provider in the
UAE but has run into trouble after short-seller Muddy Waters
questioned its financial reporting and doubts emerged over the size
of stakes owned by its biggest shareholders, Reuters recounts.

NMC went into administration in April following months of turmoil
over its finances and the discovery that it had $6.6 billion in
debt, well above earlier estimates, Reuters relates.

The sources said administrators will present two options to NMC's
creditors by February: either an outright sale of the assets or a
business reorganization, according to Reuters.  Lenders will have
to vote by April on which of the two options they opt for, added
one of them, Reuters notes.

Investment bank Perella Weinberg Partners, which did not
immediately respond to a request for comment, sent out a teaser
about a week ago for a wide auction process, the sources, as cited
by Reuters, said, declining to be named as the matter is not
public.

According to Reuters, one of the sources said the teaser includes
NMC Health in the UAE and Oman, Al Zahra Hospital in Sharjah, Fakih
IVF and CosmeSurge.

The source said it was sent to a wide range of investors including
regional strategic players and sovereign wealth funds, along with
private equity players, Reuters relates.

All the three sources said expressions of interest in the assets
are due by Dec. 15, including an indication of valuation, Reuters
notes.


OAKLEY'S: Enters Administration, Mulls Potential Sale
-----------------------------------------------------
Business Sale reports that Shropshire-based garden machinery
company Oakley's has collapsed, with administrators exploring a
potential sale of the business.  

The firm, which employs 22 staff at its site near Shrewsbury, has
suffered from "deteriorating trading and cash flows" and the impact
of COVID-19, Business Sale discloses.

KPMG's Chris Pole and Howard Smith have been appointed as joint
administrators to the company, Business Sale relates.

According to Business Sale, Mr. Pole commented: "Oakley's has been
facing challenging market conditions for some time, which were
further exacerbated by the coronavirus pandemic and, more recently,
the increased restrictions across the UK."

"Deteriorating trading and cash flows have ultimately led the
directors to take the difficult decision to place the company into
administration."

"We are exploring a possible sale of the business as a going
concern and in the meantime, are continuing to trade the business.
I'd encourage any interested parties to contact the joint
administrators as soon as possible to express their interest."

Oakley's, which traces its origins as a company back to the 1950s,
distributes gardening machinery and equipment, groundcare products
and specialist golfing equipment.  No redundancies have as yet been
announced, Business Sale notes.

In its most recent financial accounts, for the 15-month period
ending June 30 2019, Oakley's reported fixed assets of GBP120,472,
with current assets valued at over GBP1.5 million and net assets of
GBP981,622, Business Sale discloses.

At the time, the company had around GBP630,000 owed to creditors
within one year, along with around GBP47,000 due after more than
one year, Business Sale notes.  It was also owed GBP408,880 by
debtors, Business Sale states.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *