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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

           Friday, July 27, 2018, Vol. 19, No. 148


                            Headlines


C R O A T I A

ZAGREBACKI HOLDING: S&P Lowers ICR to 'B+', Outlook Stable


F R A N C E

FONCIA MANAGEMENT: S&P Affirms 'B' ICR, Outlook Stable
SISAHO INT'L: Moody's Assigns B2 CFR, Outlook Stable
WFS GLOBAL: S&P Places 'B-' Issuer Credit Rating on Watch Pos.


G R E E C E

ELLAKTOR: Rebel Shareholders Win Vote to Oust Entire Board


I R E L A N D

LIBRA DAC: DBRS Finalizes BB Rating on Class E Notes


I T A L Y

MOSSI & GHISOLFI: September 25 Hearing Set to Decide on Bids


L U X E M B O U R G

LEHMAN BROTHERS: August 31 Claims Filing Deadline Set


N E T H E R L A N D S

CAIRN CLO V: S&P Affirms B- Rating on Class F Notes
CEVA LOGISTICS: Moody's Rates EUR300MM Sr. Sec. Notes 'B1'
GBT III: S&P Assigns Preliminary BB Issuer Credit Rating
PROMONTORIA HOLDING: S&P Assigns Prelim 'B' Issuer Credit Rating
SIGMA HOLDCO: S&P Assigns B+ Issuer Credit Rating, Outlook Stable

STEINHOFF INT'L: Former Finance Head Quits Boards of Two Units
SUEDZUCKER INTL: Moody's Lowers Rating on EUR700MM Bonds to Ba3


U N I T E D   K I N G D O M

ANDREY CHERNYAKOV: Aug. 10 Proof of Debt Submission Deadline Set
ASHTEAD CAPITAL: Moody's Rates USD600MM Sr. Sec. Notes 'Ba2'
BAMS CMBS 2018-1: DBRS Finalizes BB(low) Rating on Class E Notes
HOUSE OF FRASER: Moody's Cuts CFR to Caa2, Outlook Negative
NEPTUNE ENERGY: S&P Assigns BB- Long-Term ICR, Outlook Stable

POLLY PECK: Gillian Bruce Appointed as Replacement Administrator


X X X X X X X X

* BOOK REVIEW: Risk, Uncertainty and Profit


                            *********



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ZAGREBACKI HOLDING: S&P Lowers ICR to 'B+', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Croatia-based Zagrebacki Holding d.o.o. (ZGH) to 'B+' from 'BB-'.
The outlook is stable.

S&P said, "The rating action follows ZGH's weaker-than-expected
operating performance in 2017, due to increasing operating
expenses, with adjusted EBITDA of Croatian kuna (HRK) 508 million
(about EUR68 million) compared with HRK762 million in 2016, and
our expectation of no material improvement in 2018. This resulted
in S&P Global Ratings-adjusted FFO to debt of about 8% last year
(about 10% if adjusted for divestment of the transport segment).
We expect the ratio will remain at 9%-10% in 2018, which is not
commensurate with a 'BB-' rating. While we still view the
likelihood of extraordinary support from the Zagreb city
government as very high, ZGH's stand-alone credit profile (SACP)
has deteriorated to 'b-' from 'b' on higher leverage. In
addition, the complexity of and rapid changes to ZGH's structure,
volatility of financial results, and shifts in strategy constrain
the rating.

"We believe that the investment property divestments that the
company is currently considering (subject to Zagreb's
government's approval in September 2018 and subsequent
transaction execution) are unlikely to be sufficient to support
FFO to debt above 12%. In our view, the removal of the burden
posed by the transport company will not materially increase
proftiability in the short to medium term.

"With continued pressure on gas distribution and sales revenues,
and higher planned staff expense for the waste disposal business
in 2018, we do not expect an immediate uptick in performance in
2018-2019. We forecast EBITDA at HRK450 million-HRK500 million.
Revenues amounted to HRK4.9 billion in 2017, and we forecast them
at HRK3.7 billion in 2018 (excluding the transport segment).
Based on discussion with management, in our previous base case,
we expected a gradual staff reduction of 10%, overall focus on
cost tightening, and increased digitalization through an
enterprise resource planning system (key support functions would
be centralized). However, restructuring measures relating to
employee count have slowed, with the average monthly number of
employees increasing by 3.2%. Despite the removal of the
transport division and the subsequent drop in staff costs by
around 39%, on a stand-alone basis, we expect staff costs to rise
in 2018 due to numerous initiatives, particularly in the waste
disposal and treatment segments."

Early this year, ZGH divested its public transport companies
Zagreb Electric Tram and Zagreb Fairs, which had been publicly
discussed and anticipated for several years. Although both
companies employ approximately 34% of all employees in the group
(11,286 employees in 2017) and account for around HRK1.2 billion
of revenues, their total EBITDA contribution was approximately
negative HRK0.1 billion in 2017. The transport company has a
track record of negative performance, with subsidies around
HRK0.5 billion annually needed from the city to keep it afloat.
In S&P's view, the divestment of this loss-making segment alone
should have had a slightly positive effect on ZGH's performance
in 2017, with FFO to debt at about 10%, compared with about 8%
based on the full consolidation perimeter including the transport
segment.

At year-end 2017, ZGH's gross debt amounted to around HRK5.1
billion, of which HRK678 million was attributable to the
transportation companies and, along with assets and all other
liabilities, removed from the group. Due to pressure on ZGH's
operating profits, S&P does not expect any material debt
reduction in 2018-2019.

S&P said, "We believe the likelihood of ZGH receiving timely and
extraordinary support from Zagreb remains very high, despite the
sale of the public transport company and HRK535 million of
related grants in 2017. As a result we add a two-notch uplift to
ZGH's 'b-' SACP."

The city is ZGH's full owner, provides guarantees on its bonds,
and significantly influences key strategic decisions.
Furthermore, the mayor and city council have reiterated that they
would provide financial support to ZGH in a financial stress
scenario. Even though the transport segment was divested, the
remaining companies still underpin ZGH's very important role for
the city, since they provide critical city infrastructure. Still,
S&P will continue to monitor whether ongoing gas sector
liberalization in line with the Gas Market Act that took effect
in March 2019, and ZGH's increasing focus on investments in the
cleaning and waste segment to comply with EU guidelines on waste
management, would affect ZGH's strategy and role for the city's
economy, or the government's policy regarding ZGH.

S&P said, "We assess ZGH's liquidity as less than adequate,
reflecting our view that its liquidity resources to funding needs
ratio will be around 1x in the next 12 months.

"The stable outlook on ZGH reflects that on Zagreb and,
ultimately, on Croatia. It also reflects our expectation of no
significant changes in the group structure, the city's policy to
support ZGH, or ZGH's stable operating performance, with FFO to
debt at 9%-10%, and liquidity staying at the current level, given
ongoing support from the city.

"A downgrade could follow a material deterioration in liquidity,
which is not our base-case scenario as long as support from the
city continues.

"We could also lower the rating if the city is downgraded to 'BB-
', or if we perceive a material weakening of government support,
for example, due to unexpected changes to the group structure or
the city's policy in the gas or waste management sector.

"We view an upgrade in the next two years as unlikely. We would
consider raising the ratings if we see track record of improved
performance with FFO to debt sustainably above 12%, more
predictable financial results, at least neutral FOCF, and prudent
liquidity management, assuming no change in ongoing and
extraordinary support from the city government."



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FONCIA MANAGEMENT: S&P Affirms 'B' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit
rating on French residential real estate services (RRES) company,
Foncia Management. The outlook is stable.

At the same time, S&P affirmed its 'B' issue rating on Foncia's
senior secured debt.

Foncia plans to raise EUR80 million of senior debt, as an add-on
to its outstanding term loan B, to refinance a portion of its
more costly second-lien debt. At the same time, its existing
second-lien facility is being repriced. The transaction is
expected to close by the end of July. In S&P's view, this will
have no effect on the amount of debt outstanding, but it should
reduce the company's overall cost of debt. S&P expects the
refinancing will translate into an improved FFO-cash-interest
coverage ratio exceeding 4.0x from 2018.

S&P said, "Although Foncia shows good FOCF generation, it has
high leverage, in our view. We forecast that its S&P Global
Ratings-adjusted debt to EBITDA will remain close to 6.0x over
the coming two years, albeit improving as a result of strong
EBITDA generation. Foncia was acquired in 2016 by Partners Group,
a private equity shareholder that we regard as aggressive in
terms of financial policy. Since then, Foncia's capital structure
includes a EUR400 million shareholder loan provided by Partners
Group. However, we consider this shareholder loan as equity,
given it is subordinated to all the first-lien and second-lien
debt, matures at least six months after all the senior
facilities, and is stapled to the common equity, meaning that it
will be sold as a unit with common equity. We do not expect debt
to EBITDA will improve toward 5.0x over the next two years,
mainly because we understand that Foncia plans to spend heavily
on acquisitions. Consequently, we continue to view its financial
policy as relatively aggressive.

"Our rating on Foncia also reflects the company's leading market
position in France's RRES market, where it had an overall market
share of about 13% in 2017. Over the past few years, Foncia has
expanded its customer base by buying and integrating smaller
players. It has also absorbed larger competitors, such as Tagerim
in 2013, and has built a good track record on the acquisition and
integration of targets. We view Foncia as well positioned to
benefit from the current consolidation trends in the RRES
markets. We also view as positive that much of its operating cash
flow is generated from recurring income, mainly through its
management of jointly owned properties and lease management
operations, for which turnover rates have been historically low,
at less than 5% and 10%, respectively.

"Foncia is exposed to the more-cyclical real estate transaction
market through its brokerage activities. Still, the share of its
revenues is relatively modest (about 15% of revenues) and we
expect the brokerage activities to benefit from positive trends
in the next two years, at least in line with its performance in
2017, when the French economy and the construction of residential
real estate assets saw a recovery. S&P's latest forecasts for
real GDP growth in France are 1.7% in 2018 and 1.6% in 2019, and
it expects nominal house price growth to stabilize at 2% in 2018
and 2019.

"Our assessment of Foncia's business risk profile remains
constrained by the company's limited scale and geographic
concentration in France, which accounted for about 90% of
revenues in 2017. We understand that Foncia plans on modestly
expanding its activities in Switzerland, Belgium, and Germany,
mainly through acquisitions. However, it will take some time for
Foncia to build a more geographically balanced customer base.
Foncia's high concentration in the French market also enhances,
in our view, its exposure to potential regulatory changes that
could be detrimental to its business.

"The financial and operational impact of the recent
implementation of the French law "Alur," which among other things
caps rental prices in some areas, was relatively limited for
Foncia. However, we remain cautious about future potential
regulation that could be disruptive to Foncia's lease management
and renting business.

"The stable outlook reflects our view that Foncia will continue
to deliver positive FOCF over the next two years, with revenues
increasing as a result of external acquisitions and growth in
core segments and services. We also assume Foncia's FFO cash
interest coverage will stay above 2.5x over the period.

"We could lower the rating if Foncia experienced a material
decrease in FOCF, due for example to unexpected setbacks from
regulatory changes or litigation, or heightened competition,
leading to a material reduction in fees and margins, or
significant amounts of capex. Rating pressure could also come
from FFO cash interest coverage falling meaningfully below 2.5x,
or FFO to debt declining significantly from the current 10%.

"We could raise the rating if Foncia expands its EBITDA base and
FOCF generation significantly over the next 12 months, and
consolidated debt to EBITDA moves toward 5x on a sustainable
basis. An upgrade would also imply a strong commitment from the
new owner Partners Group to refrain from allowing higher leverage
to increase shareholder remuneration."


SISAHO INT'L: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family
Rating to SISAHO International SAS and a Probability of Default
Rating of B2-PD. The outlook is stable. Moody's has also assigned
a B2 rating to the EUR485 million senior secured first lien term
loan and to the EUR80 million revolving credit facility to be
issued by SISAHO.

SISAHO is the parent company of SIACI Saint Honore SAS, a global
insurance broker headquartered in France. The proposed loan
issuance follows the agreed sale of SISAHO to CharterHouse
Capital Partners and SIACI Saint Honore's management. SISAHO will
use the proceeds from the loan to repay existing debt obligations
and finance external growth.

RATINGS RATIONALE

Corporate Family Rating

The B2 CFR on SISAHO reflects the group's high leverage, partly
mitigated by a good market position in the French Business to
Business (B2B) insurance brokerage market, good business and
geographic diversification, good profitability levels and a track
record of internal and external revenue and profitability growth.

Following the issuance of the EUR485 million senior secured first
lien term loan, the repayment of existing debt, and factoring in
some growth in profits as a result of acquisitions, Moody's
expects the group's pro-forma Debt-over-EBITDA (leverage ratio)
to be at over 6x at year-end 2018.

Moody's expects the leverage ratio to gradually trend down as the
group's EBITDA will grow. Besides the accretive impact of
acquisitions on EBITDA, SISAHO's growth in profits will also be
supported by further organic growth in France and abroad. SISAHO
has a good track record of organic and external growth, with a
yearly growth of 9% (including external growth) and 5% (at
constant perimeter) in revenues between 2008 and 2017.

Moody's believes that the insurance brokerage industry is highly
competitive. Nonetheless, SISAHO's good market competition and
reputation, as evidenced by a number two position in the B2B
French market and a 95% clients' retention rate, provides the
group with some ability to resist pressures on margins.

Moody's also considers SISAHO's diversification as a key mitigant
to competitive pressures. SISAHO is active in three business
lines (property and casualty 34% of revenues, international
mobility 22%, employee benefits 44%), in multiple geographies
(France 73% of revenues, Switzerland 12%, Asia 7%, North America
and Africa) and operates throughout the insurance value chain
(providing for example claims management or human resources
consulting services). Development of these services should
contribute to sustain the group's franchise and pricing power.

Therefore overall, and considering expected productivity gains
resulting from recent IT investments, Moody's believes that
SISAHO will be in a position to slightly improve its current
margin level (EBITDA margin of 19.5% in 2017).

The B2 rating on the proposed EUR485 million senior secured first
lien term loan and B2 rating on the proposed EUR80 million
revolving credit facility reflect its view of the probability of
default of SISAHO group, along with its loss given default (LGD)
assessment of the debt obligations and the absence of strong
covenants.

RATING DRIVERS

Factors that could lead to an upgrade of SISAHO's ratings
include: (i) leverage reducing to or below 5x EBITDA, or (ii)
EBITDA margin increasing to above 30%.

The factors that could lead to a downgrade of SISAHO's ratings
include: (i) leverage above 7x, or (ii) reduction in EBITDA
margin below 17%.

RATINGS LIST

Issuer: SISAHO International SAS

Assignments:

LT Corporate Family Rating, assigned B2

Probability of Default Rating, assigned B2-PD

Senior Secured Revolving Credit Facility, assigned B2

Senior Secured First Lien Term Loan Facility, assigned B2

Outlook Action:

Outlook assigned Stable


WFS GLOBAL: S&P Places 'B-' Issuer Credit Rating on Watch Pos.
--------------------------------------------------------------
S&P Global Ratings placed its 'B-' long-term issuer credit rating
on French airport cargo handler WFS Global Holding SAS (WFS) and
the issue ratings on CreditWatch with positive implications.

S&P said, "The recovery rating on the debt remains at '3',
reflecting our expectation of meaningful recovery (50%-70%;
rounded estimate: 65%) in the event of a payment default. The
recovery rating on the senior unsecured notes due 2022 remains
'6', reflecting our expectation of negligible recovery (0%-10%;
rounded estimate: 0%) in the event of a payment default."

The rating action follows the announcement by Cerberus Capital
Management L.P. that it will acquire WFS from Platinum Equity
LLC. The group plans to finance the acquisition and refinance its
existing capital structure through the issuance of new EUR660
million senior secured notes due 2023, supported by a EUR100
million senior secured RCF, which will be undrawn at closing.

S&P said, "We believe there is an increased likelihood of an
upgrade if the transaction goes ahead as planned and the new
owner is able to refinance the company's outstanding debt.
Refinancing its currently expensive debt could enable WFS to
reduce interest costs and improve its free cash generation
prospects, while lengthening its debt maturity profile.

"In line with our recently assigned preliminary rating on
Promontoria Holding 264 B.V., WFS' new parent company, we
estimate that the company will generate free operating cash flow
(FOCF), assuming an implied interest rate on total debt improving
to about 6% from about 10% in previous years and significantly
lower restructuring costs. We forecast that underlying reported
FOCF will be about EUR10 million-EUR15 million in 2018 and EUR35
million in 2019 (following two consecutive years of negative free
cash flow).

"We intend to resolve the CreditWatch within three months after
the transaction is complete.

"We could raise the rating by one notch if the new debt with
lower interest costs results in stronger free cash flow
generation prospects, sustained by stable operating performance
and significantly lower restructuring costs. An upgrade will also
depend on our view of the new ownership's financial policy.

"Alternatively, we could affirm the rating and assign a positive
outlook if the transaction does not materialize, which we view as
unlikely."



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ELLAKTOR: Rebel Shareholders Win Vote to Oust Entire Board
----------------------------------------------------------
Kerin Hope at The Financial Times reports that rebel shareholders
narrowly won a vote to oust the entire board of Ellaktor,
Greece's largest construction company, at the July 25 annual
meeting in Athens.

According to the final count of proxy votes, 52.92% of votes cast
were in favor of a new nine-member board to be headed by
Georgios Provopoulos, a former central bank governor, as
chairman, while 47.08% backed the current board led by Dimitris
Koutras, a co-founder of Ellaktor and Leonidas Bobolas, head of
the company's construction concessions arm, the FT discloses.

Anastasios Kallitsantsis, a former chairman and head of the
lossmaking contractor's wind energy arm, will take over as chief
executive with a five-year mandate, the FT says.

Mr. Kallitsantsis led a shareholders' revolt aimed at
restructuring the company as a holding group and overhaul
management, the FT relates.  Ellaktor has made EUR370 million of
losses in the past five years and carries EUR1.4 billion of
accumulated debt, the FT notes.

Mr. Kallitsantsis, as cited by the FT, said the new board's first
priority would be to strengthen corporate governance based on
best international practices.



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LIBRA DAC: DBRS Finalizes BB Rating on Class E Notes
----------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings of the
following classes of notes issued by Libra (European Loan Conduit
No.31) DAC (the Issuer):

-- Class A1 at AAA (sf)
-- Class A2 at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)

All trends are Stable.

Libra (European Loan Conduit No.31) DAC is the securitization of
a EUR 282.5 million (67.5% loan-to-value or LTV) floating-rate
senior commercial real estate loan advanced by Morgan Stanley
Bank N.A. (together with the arranger Morgan Stanley & Co.
International PLC, Morgan Stanley) to refinance the existing
indebtedness of Starwood Capital and M7 Real Estate (together,
the Sponsor). In addition, there is a EUR 31.4 million (75% LTV)
mezzanine loan, which is structurally and contractually
subordinated to the senior facility and is not part of the
contemplated transaction.

Morgan Stanley Bank N.A. has retained EUR 50 million of the
senior loan. The remaining EUR 232.5 million or 82% of the senior
loan was sold to the Issuer who has transferred a vertical risk
retention (VRR) loan interest of EUR 11.6 million (5% of the
senior loan) to Morgan Stanley to comply with the risk retention
requirements. Therefore, only EUR 220.9 million of the senior
loan (79% of the total senior loan) are securitized by the notes.
DBRS understands that the EUR 1,606 over issuance proceeds will
be distributed to note holders on the first interest payment
date.

The senior loan carries a floating interest rate equal to the
three-month Euribor (subject to a zero floor) plus a margin of
2.00%. The senior facility is fully hedged with interest rate
caps that have a weighted-average strike rate of 1.0% in the
first three years and 1.5% in the last two years (assuming the
extension options have been exercised). The caps are provided by
Wells Fargo Bank, NA (London branch).

The collateral securing the loan is composed of 49 light-
industrial properties and one office property (the Portfolio)
located in Germany and the Netherlands. As of January 2018, the
Portfolio generated a net operating income of EUR 28.8 per annum
(p.a.), which implies a net initial yield of 6.9% and a senior
day-one debt yield of 10.2% (or 9.2% including the mezzanine
loan). The properties located in Germany were valued at EUR 218.5
million (52.2% of the market value or MV) by Jones Lang LaSalle
GmbH while the properties in the Netherlands were valued at EUR
200.1 million (47.8% of the MV) by Knight Frank.

The transaction refinances a logistics portfolio originally
acquired by the Sponsor in 2014 and 2015, which was financed at
that time by Deutsche Bank and Bank of America Merrill Lynch
through two loans securitized in Deco 2015-Charlemagne S.A. and
Taurus 2015-3 EU DAC, respectively.

The initial expected loan maturity date is 20 January 2021.
However, the borrower can exercise two one-year extension options
provided that a predetermined list of conditions is met including
that (1) there are no payment defaults, (2) the transaction is
compliant with the required hedging conditions and (3) the
mezzanine facility has been extended for at least the same time
period. The senior loan benefits from limited scheduled
amortization: (1) 0.5% p.a. in the second and third year of the
loan term and (2) 1.0% p.a. in the fourth and fifth year of the
loan term (if extended).

The transaction benefits from an EUR 10.5 million liquidity
facility (LF) provided by Wells Fargo Bank, NA (London branch).
The LF can be used to cover interest shortfalls on Classes A
through D but not Class E. According to DBRS's analysis, the LF
amount is equivalent to approximately 21 months' and 11 months'
coverage on the covered notes, based on the interest rate cap
strike rate of 1.5% per annum post initial loan maturity date and
the Euribor cap after loan maturity of 5% per annum,
respectively.

In addition to the liquidity reserve, the transaction also
features a senior expenses reserve to cover senior expenses. DBRS
notes that the senior expense reserve is funded to EUR 200,000,
which should cover the senior fees of one interest period in case
the LF has been fully depleted or released upon full repayment of
the Class A1, A2, B, C and D notes.

Class E is subject to an available funds cap where the shortfall
is attributable to an increase in the weighted-average margin of
the notes.

Morgan Stanley retained 5% material interest in the transaction
through the VRR loan interest. Moreover, Morgan Stanley has
retained an additional EUR 50 million of the senior loan. All
amounts payable to the VRR loan interest owners in respect of the
VRR loan interest ranks pari passu with corresponding amounts
payable in respect of the notes.

NOTES: All figures are in euros unless otherwise noted.



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MOSSI & GHISOLFI: September 25 Hearing Set to Decide on Bids
------------------------------------------------------------
Piero Canevelli, Claudio Ferrario and Silvano Cremonesi, the
judicial commissioners of Mossi & Ghisolfi S.p.A., announced the
initiation of a competitive procedure pursuant to art. 163 bis
L.F.

Biochemtex S.p.A. (No. 9/17), Beta Renewables S.p.A. (No. 10/17),
IBP Energia S.r.l. (No. 11/17) and the Italian Bio Products
S.r.l. (No. 13/17) companies belonging to the industrial group
Mossi & Ghisolfi S.p.A., with registered office in Tortona (AL),
Strada Ribrocca 11 given that pending the terms set forth in art.
161, sixth paragraph, L.F., it has been received an irrevocable
offer to purchase in a single block all the respective company
branches, which include all employment relationships and are
related to the activities carried out in the bioenergy sector and
advanced technologies for the synthesis of biofuels and green
molecules of new generation from renewable lignocellulosic
biomasses including the activities of: research, development and
commercial exploitation; sale of licenses and ancillary services,
of the PROESA technologies for the production of low-cost second-
generation sugars necessary for the production of bioethanol
and/or other products; GREG for the production of polyols through
hydrogenation of second generation sugars; and MOGHI for the
production of aromatics and aviation fuel from lignin co-produced
from the PROESA technology (so-called "BIO perimeter").

The offer is formulated for a price composed as follows:

   -- "fixed" component of EUR75.0 million, in addition to the
assumption of  charges  for a leasing contract related to  the
power plant for a maximum amount of EUR18.6 million;  assumption
of the T.F.R. and related charges related to all employees in
force, transferred pursuant to art. 2112 of the Civil Code, for a
total amount to date of approximately EUR963,000.00;

   -- "variable" component for up to a maximum of EUR20.0 million
on the basis of revenues in the next five-year period.

with a minimum increase as per art. 163 bis L.F. to be added to
the "fixed" component of EUR5.0 million, therefore the base price
that the participant must offer under penalty of ineffectiveness
of the offer may not be less than EUR80.0 million as a "fixed"
component, in addition to the assumption of the T.F.R. and to the
"variable" component as determined above; and with a minimum
increase, in the event of a tender, of EUR5.0 million.

Now then, please note that with the decrees of July 11, 2018, the
Court of Alessandria has called a competitive procedure according
to the provisions of art. 163 bis L.F. in one single block.

The subjects interested in participating in the competitive
procedure and in performing the due diligence activity can make a
request to the judicial commissioners by directing it to the pec
(registered email) cp13.2017alessandria@pecconcordati.it or to
the email info@viafreguglia2.com, who will issue the relative
regulation of the competitive procedure and the access
credentials to the virtual data room set up for this purpose.

For the execution of the competition between the bidders on the
basis of the offer already available, a hearing has been set
before the Bankruptcy Court of Alessandria on September 25, 2018,
at 3:00 p.m. to decide on the competing bids which need to be
filed with the Chancellery of the Court of Alessandria within
12:00 a.m. on September 24, 2018, together with a deposit of
EUR10 million.



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LEHMAN BROTHERS: August 31 Claims Filing Deadline Set
-----------------------------------------------------
Jacques Delvaux and Laurent Fisch, the liquidators of LEHMAN
BROTHERS (Luxembourg) S.A., in judicial liquidation, disclosed
that by a commercial court order II no. 2018TALCH02/01263 dated
July 13, 2018, the Luxembourg District Court sitting in
commercial matters, 2nd Chamber, has, in the judicial liquidation
process of LEHMAN BROTHERS (Luxembourg) S.A., in judicial
liquidation, a limited liability company ("societe anonyme")
existing under Luxembourg law, registered at the Luxembourg Trade
Register under the filing reference B39564, with registered
office at 29, Avenue Monterey L-2163 Luxembourg-City (the
"Company"), set the date for closing of the accounts ("date
d'arrete de compte") for the distribution of the last dividends
at August 31, 2018.

Claim(s) not filed by creditors of the Company before August 31,
2018, will not be taken into account for the distribution of the
last dividends to be done, in conformity with the rules contained
in article 508 of the Luxembourg Commercial Code.



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CAIRN CLO V: S&P Affirms B- Rating on Class F Notes
---------------------------------------------------
S&P Global Ratings affirmed its credit ratings on Cairn CLO V
B.V.'s class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes.

S&P said, "The affirmations follow our assessment of the
transaction's performance using data from the June 5, 2018
monthly report. We performed a credit and cash flow analysis and
applied our current counterparty criteria to assess the support
that each participant provides to the transaction.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level. The BDR represents our estimate of the
maximum level of gross defaults, based on our stress assumptions,
that a tranche can withstand and still fully repay the
noteholders. In our analysis, we used the portfolio balance that
we consider to be performing (EUR301.6 million), the current
weighted-average spread (WAS) of 358 basis points (bps; 379 bps
with Euro Interbank offered Rate [EURIBOR] floors), and the
weighted-average recovery rates calculated in line with our
corporate collateralized debt obligation (CDO) criteria. We
applied various cash flow stresses, using our standard default
patterns, in conjunction with different interest rate stress
scenarios."

Since the reset closing date, all notes have remained fully
outstanding as the transaction stays in its reinvestment period
and the collateral manager reinvests principal proceeds to
purchase substitute assets. The asset portfolio remains well
diversified, with 87 distinct obligors spread over 31 distinct
industries and 15 different countries. The portfolio balance of
EUR301.6 million slightly exceeds the target par amount of EUR300
million. This portfolio balance include a negative cash balance
of EUR11.05 million.

The portfolio's credit quality remains overall stable since the
reset date. The shorter weighted-average life of 5.22 years
offsets the downward rating transition (the 'BB' rating category
represents 14.0% of the portfolio compared to 21.2% on the reset
date). The WAS on the underlying assets is 358 bps (379 bps with
EURIBOR floor benefit), compared with the 384 bps modelled on the
reset date. Recovery rates of the portfolio remain stable (the
'AAA' recovery rate is 35.94%).

S&P said, "We incorporated various cash flow stress scenarios,
using various default patterns, levels, and timings for each
liability rating category, in conjunction with different interest
rate stress scenarios. To help assess the collateral pool's
credit risk, we used CDO Evaluator 7.3 to generate scenario
default rates (SDRs; the modeled level of gross defaults that CDO
Evaluator estimates for every CDO liability rating) at each
rating level. We then compared these SDRs with their respective
BDRs.

"While the transaction remains in its reinvestment period, the
collateral manager can alter the asset portfolio through sales
and purchases. The selection of lower-quality assets is mitigated
by our CDO Monitor test, which ensures that any amended portfolio
is of sufficient quality to maintain the ratings on the notes
assigned at closing. As a result, in our analysis, we recognize
that during the reinvestment period the portfolio is subject to
further change, which may constrain the ratings on the notes to
the original ratings assigned.

"Taking into consideration the above and the results of our
credit and cash flow analysis, we consider that the available
credit enhancement for the class A-R, B-1-R, B-2-R, C-R, D-R, E-
R, and F-R notes is commensurate with the currently assigned
ratings. We have therefore affirmed our ratings on these classes
of notes."

Cairn CLO V is a revolving cash flow collateralized loan
obligation (CLO) transaction that securitizes loans granted to
primarily speculative-grade corporates. The transaction initially
closed in July 2015 and reset in July 2017, with a four-year
reinvestment period that ends in July 2021.

  RATINGS LIST

  Ratings Affirmed

  Cairn CLO V B.V.
  EUR311.450 Million Secured Fixed-Rate And Floating-Rate Notes
  (Including EUR32.15 Million Unrated Notes)

  Class     Rating

  A-R       AAA (sf)
  B-1-R     AA (sf)
  B-2-R     AA (sf)
  C-R       A (sf)
  D-R       BBB (sf)
  E-R       BB (sf)
  F-R       B- (sf)


CEVA LOGISTICS: Moody's Rates EUR300MM Sr. Sec. Notes 'B1'
----------------------------------------------------------
Moody's Investors Service has assigned a B1 instrument rating to
the EUR300 million Senior Secured Notes due 2025 to be borrowed
by CEVA Logistics Finance B.V. that CEVA Logistics AG intends to
use to refinance existing debt.

All other ratings, including CEVA's existing B1 corporate family
rating and B1-PD probability of default rating (PDR), are
unaffected by the action.

The B1 rating on the Senior Secured Notes is in line with the
rating on other first lien Senior Secured Facilities, reflecting
their pari passu ranking in the event of security enforcement and
the senior-only financing structure.

The rating actions reflect the following drivers:

  - Moody's estimates that on a Moody's adjusted basis, leverage
post-refinancing will be around 4.7x (based on LTM Q1 2018
EBITDA), reducing towards 4x over the next 12 months based on
EBITDA growth and debt repayment.

  - Completion of the all senior financing structure with all
instruments ranking pari passu.

RATINGS RATIONALE

CEVA's B1 corporate family rating reflects the group's: (i)
relatively solid business profile given the scale, global reach
and breadth of the group's service offering; (ii) large and
diverse blue-chip customer base with high retention rates and
entrenchment in customers' operations in Contract Logistics (CL);
(iii) upside potential from improved operational efficiency,
underpinned by an experienced management team that has delivered
considerable operational improvements since 2014.

Conversely, the rating is constrained by: (i) exposure to
cyclical automotive, consumer and retail industries as well as
freight rates volatility; (ii) sustainability of operational
margin improvements in a highly competitive industry; (iii) free
cash flow generation expected to remain low in the next 18-24
months.

Post completion of the transactions, Moody's continues to view
CEVA's liquidity as adequate, with sizeable cash balances of $244
million and $235 million available under a committed $600 million
revolving credit facility (RCF).

RATING OUTLOOK

The stable outlook reflects Moody's expectations that the current
solid operating performance is sustained and the group will
remain focused on de-leveraging with no significant M&A and/or
shareholder distributions. It also assumes that debt will be
refinanced at lower interest rates and that the RCF is
successfully extended.

FACTORS THAT COULD LEAD TO AN UPGRADE

An upgrade is unlikely in the next 12-18 months given that CEVA
is weakly positioned in the B1 rating category. However, there
could be upward pressure on the ratings if, for a sustained
period of time: (i) leverage falls below 3.5x; (ii) good
liquidity profile with FCF/Debt above 5%; (iii) EBIT/Interest
above 1.5x.

FACTORS THAT COULD LEAD TO A DOWNGRADE

There could be downward pressure on the ratings if: (i) leverage
remains above 4.5x for a sustained period of time; (ii) weakening
liquidity with FCF/debt close to zero and (iii) EBIT/Interest
below 1x.

STRUCTURAL CONSIDERATIONS

The B1-PD PDR, at the same level as the CFR, reflects the pari
passu ranking of the senior secured notes with the $400 million
Term Loan B due 2025, and Moody's assumption of a 50% family
recovery rate. The B1 rating of the senior secured facilities
reflect their priority ranking in the capital structure.

CEVA's senior secured facilities benefit from guarantees from
material subsidiaries, shares in each borrower/guarantor (other
than the parent) , material bank accounts of each
borrower/guarantor, intragroup receivables due to a
borrower/guarantor and in the case of any borrower/guarantor
incorporated in the US, liens on, and a security interest in,
substantially all tangible and intangible assets of any such
borrower/guarantor which are located in the US.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Surface Transportation and Logistics Companies published in May
2017.

CORPORATE PROFILE

CEVA is the one of the largest integrated logistics providers in
the world in terms of revenues ($7 billion for the year ended
December 31, 2017). CEVA offers integrated supply-chain services
through the two service lines of Contract Logistics and Freight
Management and maintains leadership positions in several sectors
globally including automotive, high-tech and consumer/retail. The
group is listed on the Swiss Stock Exchange.


GBT III: S&P Assigns Preliminary BB Issuer Credit Rating
--------------------------------------------------------
S&P Global Ratings said that it assigned its preliminary 'BB'
issuer credit rating to Netherlands-based travel management
company GBT III B.V. (GBT). The outlook is stable.

S&P said, "We also assigned our preliminary 'BBB-' issue ratings
to GBT's proposed $250 million senior secured term loan B, to be
issued by GBT's 100% owned subsidiary, Global Business Travel
Holdings Ltd. The preliminary '1' recovery rating indicates our
expectation of 95% recovery prospects in the event of a payment
default."

The final issuer and issue ratings will depend upon our receipt
and satisfactory review of all final issuance documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of the final ratings. 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 its ratings.

S&P said, "With a pro forma revenue of $2 billion, GBT is a
leading business travel management company (TMC) -- an industry
we consider highly fragmented and competitive in which the top
five players represent less than 10% of the market. While
disruption has posed risks to this segment of the travel industry
since the launch of online travel agencies (OTAs), the TMC model
remains relevant. Business customers still require a higher level
of service, including access to a variety of content and
flexibility, help establishing and enforcing their clients'
travel policies, out-of-hours customer service, and account
payments. Of the leading OTAs, Expedia Group (through its Egencia
brand) and Booking Holding have a business travel segment, but
they currently focus on small- to medium-sized enterprises, where
online adoption rate is high. Additionally, firms with
substantial financial resources (for example, Google and
Facebook) entering airline and hotel distribution represents a
risk. Therefore, compared with other sectors within wider
business services (which include customer relationship firms,
catering services, security services, and facility management),
we consider the risk of technology disruption as relatively
high."

A TMC's performance (particularly in terms of the volume of
transactions) is somewhat linked to the level of economic
activity in its country of operation, and is influenced by macro
factors such as economic downturns, natural disasters or
accidents, trade wars, and fuel price volatility. GBT's clients
are large, global, multinational companies with strong
negotiating positions. GBT (like its peers) has faced constant
pricing pressure from its clients as the volume of transactions
processed online (which incur lower costs) has increased.

S&P said, "We consider these industry weaknesses to be partly
offset by GBT's strong brand name, its long-standing relationship
with clients and suppliers, customer retention rate of about 96%
(albeit with dilutive price), wide geographic reach, substantial
resources to I nvest in the business, and EBITDA margin of about
15%, which we consider to be average within the wider business
services industry."

GBT and Carlson Travel Inc are by far the two leading business
TMCs. Their scale and global reach enable them to negotiate
better content from suppliers relative to peers and win clients
with global offices. S&P thinks the acquisition of HRG improves
GBT's competitive position through increased scale, potential
cost synergies, and improved customer diversity. Factors that
somewhat temper this include HRG's reported revenue decline for
the past two years (due to client losses and lower travel spend),
along with the risk of further disruption due to Brexit in the
medium term.

Juweel Consortium's $900 million equity contribution in 2014
improved GBT's financial flexibility, which enabled the group to
invest heavily in its digital content offering and technology, as
well as undertake strategic acquisitions, including Klee Data
System (KDS), Banks Sadler, and HRG.

However, S&P seeks evidence over the medium term that the group
will be able to successfully integrate these acquisitions,
improve client win ratios, and increase its S&P Global Ratings
adjusted EBITDA margins toward 18%-20%, as well as generate
substantial free operating cash flow (FOCF).

GBT is a joint venture between American Express Company and an
investor consortium (Juweel Consortium) led by Certares. We
understand both partners will remain invested in the business in
the medium term as GBT completes its migration from American
Express Company systems, and provide the necessary continuity for
the company to reap the benefits from the strategic steps taken
in the past four years. S&P said, "That said, we do not consider
either entity to be a strategic long-term partner, and we think
these investors will likely exit the business at an opportune
time. However, we do take into account the owner's communicated
financial policy to maintain gross debt to EBITDA below 1.0x
(which translates to adjusted debt to EBITDA of about 2x-3x)."

S&P said, "We calculate the group's adjusted debt at the close of
this proposed transaction to be about $350 million comprising
$250 million of the proposed term loan B facility, $220 million
of pension deficit (which largely relates to HRG), and an
operating lease adjustment of about $130 million (offset by our
surplus cash adjustment of about $250 million).

"We consider the group's discretionary cash flow (DCF) to debt
ratio to be a key ratio along with adjusted debt to EBITDA and
funds from operations (FFO) to debt. This is because GBT
distributes dividends to its owners to enable them to pay their
respective annual tax liabilities arising from GBT investments.
We calculate GBT's DCF to debt to be about 20% for the next two
years, which indicates a slightly weaker credit profile than that
reflected by its adjusted debt to EBITDA metrics of 1.5x."

S&P's base case assumes:

-- GDP growth in main markets (U.S. and Europe) should support
    demand fundamentals for GBT given that business travel is
    generally tied to economic growth.

-- S&P forecasts global GDP growth at 3.9% in 2018 and 2019,
    with U.S. GDP growing by 3.0% in 2018 and 2.5% in 2019, and
    eurozone GDP growing by 2.1% and 1.7% in 2018 and 2019,
    respectively.

-- S&P expects GBT stand-alone business will maintain a net win
    ratio above 1.0x. However, S&P forecasts the net win ratio
    for HRG's stand-alone business will continue to decline as a
    result of its clients' reduced activity levels.

-- S&P therefore forecasts the group's pro forma revenue for
    combined entity for the full year to be about $2.0 billion.
    For 2019, S&P forecasts revenue growth of between negative 2%
    and positive 2%, which incorporates potential disruption
    caused by Brexit.

-- S&P forecasts a pro forma EBITDA margin of about 13%-14% in
    2018, compared with 12% in 2017, and margins to improve to
    15% in 2019 as the early benefits of HRG cost synergies begin
    to materialize.

-- Disintegration costs and HRG transaction costs of about $80
    million in 2018.

-- No material acquisition over next two years.

-- Annual contribution of about $30 million toward pension
    deficit.

-- Capital expenditure (capex) of about $70 million, including
    $35 million of capitalized development that we treat as an
    operating expense.

-- Dividend payments of about $10 million in 2018 and $70
    million in 2019.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Adjusted debt to EBITDA of about 1.5x in 2018 and 1.2x in
    2019;

-- FFO to debt about 60% in both years; and

-- DCF to debt of about 20%-25% in the next two years.

S&P said, "The stable outlook reflects our view that the group's
stated financial policy and current low leverage of about 1.5x
will provide the group with sufficient headroom over the next 12
months to integrate the HRG acquisition and finalize its
remaining investments to complete its disintegration from
American Express Company. It also reflects our view that the
group will maintain stable operating performance and generate
meaningful FOCF of about $100 million (before disintegration
costs).

"We could lower the rating if the group's credit metrics were to
materially deteriorate, including debt to EBITDA rising above
3.0x or DCF to debt deteriorating below 10%. Such a scenario
could stem from a material disruption in the business travel
segment, loss of clients, or exceptional costs exceeding our
current expectation. Additionally, we could take a downward
rating action if GBT carried out material debt-financed
acquisitions or if shareholder distribution exceeded the tax
distribution amount indicated.

"We consider an upgrade unlikely over the next 12 months due to
GBT's participation in the consolidation of the business TMC
sector, with ongoing bolt-on acquisitions eroding any rating
headroom arising from positive operating performances. GBT's
guided gross leverage target of 1.0x (about 2.0x-3.0x on an
adjusted basis) limits ratings upside."


PROMONTORIA HOLDING: S&P Assigns Prelim 'B' Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' long-term
preliminary issuer credit rating to Promontoria Holding 264 B.V.,
the new parent company of French airport cargo handler WFS Global
Holding SAS (WFS). The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'BB-'
issue-level rating and '1' recovery rating to the company's
proposed EUR100 million secured super senior revolving credit
facility (RCF) and our preliminary 'B' issue-level rating and '4'
recovery rating to its proposed EUR660 million senior secured
notes. The '4' recovery rating reflects our expectation of
average recovery prospects in the event of a payment default, in
the 40%-50% range (rounded estimate of 40%).

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings. If S&P Global Ratings does not receive final
documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, we reserve the
right to withdraw or revise our ratings. Potential changes
include, but are not limited to, use of loan proceeds, maturity,
size and conditions of the loans, financial and other covenants,
security, and ranking.

"The rating action follows the announcement by Cerberus Capital
Management L.P. that it will acquire WFS from Platinum Equity
LLC. The group plans to finance the acquisition and refinance its
existing capital structure through the issuance of new EUR660
million senior secured notes due 2023, supported by a EUR100
million senior secured RCF, which will be undrawn at closing.
With EUR1.2 billion in revenues in 2017, WFS is a global leading
player in the aviation services industry, primarily concentrated
on cargo and ground handling services. WFS' focus on the cyclical
airline industry as a sole end-market, together with its high
exposure to cargo handling, constrain our view of its business
risk profile. Cargo handling provides two-thirds of WFS' revenue
and we generally view it as more susceptible to general economic
fluctuations than ramp and passenger handling activities, which
comprise one-third of WFS' sales (ground handling). Cargo volumes
are heavily dependent on world trade and consumer confidence as
companies react to demand to restock their inventories. In
addition, we understand that WFS' ability to index prices to
inflation is limited, as airlines and logistic customers compete
on pricing and are typically reluctant to raise them. As a
result, WFS largely acts as a price-taker within the market,
which can hinder profitability.

"However, we take a positive view of WFS' international footprint
in the global air cargo handling market, its ownership of
warehouses in strategic locations, and its road feeder system
that we believe enhances the company's competitive position and
operating efficiency. In addition, we believe that WFS' focus on
diversifying further into other regions and increasing its
customer base, supported by organic growth or strategic
acquisitions, could result in greater financial stability during
market downturns and strengthen its business profile in the next
two years.

"WFS' profitability has been lower than average over the past few
years, and WFS' management has carried out a number of
restructuring measures to restore the performance of the
business. We understand these are now largely complete and we
expect WFS' reported EBITDA margin to improve to 17%-18% in the
next two years from 14.5% in 2017. Although we expect some
restructuring costs in 2018 (about EUR10 million compared to
EUR42 million in 2017 and EUR64 million a year earlier), we think
these have eased significantly and should gradually decline,
improving the company's cash flow profile. We anticipate that
management will continue to focus on profitability following the
cost-saving program started in 2017, which targets about EUR12
million of run-rate benefits by 2022, further supporting an
improvement in EBITDA.

"Our base case assumes the company will start generating free
operating cash flow (FOCF), supported by lower interest expenses
(because of the lower interest rate WFS is likely to achieve
through the current refinancing), although absolute debt levels
will slightly increase. We also estimate significantly lower
restructuring costs, which have burdened WFS' cash generation in
the past. We forecast that underlying FOCF generation will be
about EUR10 million-EUR15 million in 2018 and EUR35 million in
2019 (after two consecutive years of negative free cash flow).
WFS' asset-light business model, with low capital expenditure
(capex) requirements, further supports our view.

"While we forecast a gradual deleveraging in the next two years,
as the company continues to expand its EBITDA base, our
assumption is that, as a financial sponsor, Cerberus will tend to
have a tolerance for high leverage in general and is more likely
to engage over time in both debt-funded acquisitions and debt-
funded shareholder distributions than strategic acquirers."

S&P's base case assumes:

-- Revenue growth of about 1.7%-3.3% in 2018-2020. This growth
    is supported by our estimates of annual GDP growth rates in
    the regions where the company operates, primarily the U.S.
    and Europe. S&P believes that WFS' operating and financial
    performance is strongly correlated with GDP growth.

-- Adjusted EBITDA of about EUR210 million in 2018, up from
    EUR178 million in 2017 (after nonrecurring restructuring
    costs), improving to about EUR235 million in 2019. S&P
    expects it to translate into an adjusted EBITDA margin of
    about 17%-18% in the next two years, up from 14.5% in 2017,
    after lower one-offs and an slight improvement in the EBITDA
    margin.

-- Exceptional costs of less than EUR10 million in 2018, down
    from about EUR42 million in 2017. The exceptional costs in
    2018 reflect S&P's belief that WFS will have some legacy one-
    off costs as a result of closing business units or
    terminating contracts in relation to restructuring plans.

-- Working capital outflows of around EUR5 million-EUR10 million
    per year.

-- Non-common equity shareholder instruments that meet our
    criteria for equity treatment.

-- Pro forma adjusted interest on the proposed debt of about
    EUR65 million in 2018, down from EUR80 million in 2017.

-- Capex between EUR25 million and EUR30 million per year.

-- No forecast acquisitions or dividend distributions.

-- No surplus cash to be used for debt repayment, given our
    assumption of an aggressive financial policy due to ownership
    by a financial sponsor.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Adjusted debt to EBITDA (after cash restructuring and other
    nonrecurring costs) of about 5.4x in 2018 improving to 4.9x
    in 2019, from 5.3x in 2017;

-- Adjusted EBITDA interest coverage improving to 2.7x-3.0x in
    2018 and 2019, from 2.2x in 2017.

-- Reported FOCF rebounding to positive territory but remaining
    low at EUR10 million-EUR15 million in 2018 and EUR30-EUR35
    million in 2019, after some restructuring and one-off costs
    and benefiting from lower interest expenses with the new
    capital structure.

S&P said, "Our operating lease adjustment constitutes a material
increase to the company's reported debt of about EUR294 million.
Furthermore, we treat the adjusted lease-related expense as a
combination of depreciation and interest expense. Therefore, our
standard operating lease adjustment also increases adjusted
EBITDA by EUR84 million, and interest expense by EUR20 million.

"The stable outlook reflects our view that WFS will continue to
organically grow its revenues at low-single-digit rates over the
next 12 months, supported by new contract wins. The outlook also
incorporates our view that WFS will improve its EBITDA margins,
supported by significantly lower restructuring costs and a strong
focus on cost-saving. As a result, we estimate that the company
will generate FOCF and maintain good credit metrics relative to
other companies owned by a financial sponsor.

"We could consider lowering the rating if WFS were to fail to
generate positive FOCF in the 12 months since the new capital
structure is in place, or if debt to EBITDA increases above 7.0x
without any prospects for improvement. This could happen if the
company does not improve profitability, potentially because of an
inability to realize the planned cost savings, resulting in
underperformance against our forecast EBITDA by more than 30%.

"We see limited upside potential until WFS has established a
track record of sustainable organic earnings growth and cash flow
generation. However, we could consider taking a positive rating
action if WFS strengthens its business by further diversifying
into more stable segments, such as ground handling, while
achieving adjusted leverage below 5x sustainably."


SIGMA HOLDCO: S&P Assigns B+ Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit
rating to Sigma HoldCo BV (UPFIELD, formerly Flora Food Group), a
Netherlands-based manufacturer of margarine and other plant-based
nutrition products. The outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue rating to
the EUR3.95 billion-equivalent floating-rate senior secured term
loan maturing in 2025, as well as to the EUR700 million revolving
credit facility (RCF) maturing in 2024. The recovery rating is
'4', indicating our expectations of 30%-50% recovery (rounded
estimate: 45%) in the event of payment default. The subsidiaries,
Sigma Bidco BV and Sigma US Corp, are the issuers of the loan,
while Sigma HoldCo BV and certain other subsidiaries are
guarantors.

"We also assigned a 'B-' issue rating to the EUR1.1 billion
senior unsecured notes maturing in 2026. The recovery rating on
the unsecured debt is '6', indicating our expectation of 0%
recovery prospects, reflecting the subordinated nature of the
notes.

"Our ratings on UPFIELD reflect our view of the company's
creditworthiness following Unilever's disposal of its spreads
division to KKR.

"Our assessment of UPFIELD's business risk profile is based on
the group's leading position in the margarine market. It has
various well-known international brands (Becel, Rama, Flora,
Stork, and Pro Activ, among others), and an estimated 18% market
share of value of the butter and margarine retail market. This
translates into sound profitability, above the market average,
and we expect it to have an S&P Global Ratings-adjusted EBITDA
margin of 24%-25% on average over the next two years.

"However, our assessment is constrained by the group's relatively
low product and distribution channel diversity compared with
other food companies. In 2016, UPFIELD generated 86% of its EUR3
billion revenues in the margarine market. The grocery
distribution channel represented 91% of total sales in 2016.
UPFIELD's limited product diversity means it risks being affected
by changing consumer tastes."

The margarine market is experiencing an ongoing decline in
developed markets (-4.4% compound annual growth rate in 2013-2016
by retail volume), primarily because of changing lifestyle and
dietary habits, with consumers preferring products perceived as
more natural, such as butter and alternatives to dairy
spreadables.

UPFIELD aims to revitalize its core portfolio by reframing the
health and natural components of margarine, move into adjacent
product categories, such as dairy-free milks and dairy cream
alternatives, develop the food service segment, and enter the
private label segment. S&P believes that these initiatives will
play an important role in repositioning the company's products,
making them more appealing in a declining market. S&P understands
that Unilever did not consider the spreads business to be a high
strategic priority; this likely caused a slow-down in
investments, from which UPFIELD will have to recover.

S&P said, "We also anticipate that geographic diversification
will partially mitigate the negative trends observed in developed
markets. In particular, in emerging markets (21% of global sales
in 2017), UPFIELD has generated a positive perception of its
brands through strong messaging regarding benefits for children's
nutrition, influencing schools and government health departments,
as well as consumers.

"In our view, emerging markets still offer significant
development opportunities. Consumption per capita of butter and
margarine is significantly lower than in developed markets, with
margarine the preferred choice due to its lower price and
butter's supply and storage constraints in certain countries. In
the first quarter of 2018, sales in the emerging markets
increased by 1.3%, partially offsetting the 0.7% decline in sales
in developed markets. Overall, sales declined by 0.3% at constant
currencies; on a reported basis, revenues declined by 6.0%,
primarily driven by foreign exchange effects.

"We understand that the group expects to undertake various cost-
savings initiatives. For example, better management of raw
materials costs, a deep review of marketing spending, supply
chain, and distribution and logistics, and better use of
capacity. Moreover, the group could exploit the existing spare
capacity of its production plants, supporting expansion into
adjacent product categories (dairy cream alternatives, free-from
products, as well as vegetable and fruit jam) in the food
service, and in the private label channel, with limited need for
expansionary capital expenditure (capex).

"In our opinion, these initiatives will allow higher absorption
of fixed costs (20% of total costs in 2017 as per our estimates),
supporting an adjusted EBITDA margin of 24%-25% over 2018-2019 on
average. It will also allow a very healthy free operating cash
flow (FOCF) above EUR200 million in 2018-2019, despite incurring
significant carve-out costs.

"We see some risks associated with the company's separation from
Unilever. This could result in lower bargaining power against
retailers, due to UPFIELD's narrow product offering. Additional
risks could be observed in the route to market, mainly in the
emerging markets, where Unilever has historically supported
UPFIELD's relationship with the fragmented distributor base
(mainly the traditional trade channel).

"The major risks that we see in the carve-out process are related
to the separation of IT activities, which are currently fully
integrated with Unilever. We believe the total cost of separating
the IT infrastructure from Unilever will be about EUR150 million,
to be expensed over 2018-2019.

"Our financial risk profile assessment on UPFIELD reflects its
ownership by KKR, which we view as a financial sponsor, as well
as adjusted debt to EBITDA of 7.0x-7.5x over the next two years.
Our assessment also considers the group's decision not to issue
any shareholder loan above the restricted group. As a result, the
group has been funded with roughly EUR1,996 million of common
equity.

"According to our forecast, despite the highly leveraged nature
of the transaction (about EUR5.05 billion debt raised), the group
will post healthy adjusted EBITDA interest coverage of 2.5x-3.0x
over 2018-2019.

"Our assessment also incorporates our expectation of very healthy
FOCF, above EUR200 million, despite significant and nonrecurring
expenses strictly related to the carve-out (mainly IT expenses).

"The rating stands one notch above the 'b' anchor. This reflects
our view that the company is expected to translate its firm
position in the margarine market into solid cash conversion,
supporting debt repayment over time.

"The stable outlook on UPFIELD reflects our expectation that the
group will be able to cope with the structural decline of demand
in mature markets by taking advantage of growth opportunities
offered by emerging markets, and through specific actions to
revitalize revenues in developed markets. In our base case, we
assume that, notwithstanding the expected decrease in revenues in
the next two years, the group will maintain an adjusted EBITDA
margin of 24%-25%, on average. This is because of initiatives on
new products, tight management of costs, and the expected effects
of cost-saving initiatives. Our base case indicates that, in
2018, adjusted debt to EBITDA should be about 7.0x, adjusted
EBITDA interest coverage should be 2.5x-3.0x, and FOCF above
EUR200 million.

"We could lower the rating if revenues decrease significantly
more than expected, because the initiatives on products have not
succeeded, or mature markets show a greater decline in demand for
margarine than anticipated. We could also consider lowering the
rating if the costs associated with the carve-out are higher than
we currently forecast, or if there are unexpected problems during
the process. In all these cases, we expect the operating profit
to shrink, damaging the group's ability to generate cash. We
could lower the rating if the company's EBITDA interest coverage
ratio deteriorates below 2.0x, and FOCF reduces significantly.

"A positive rating action would likely be contingent on UPFIELD
establishing a positive track record in revenue growth in
emerging markets, on the launch of new products in mature
markets, and on new initiatives that support healthy cash
generation and an improvement in credit ratios. We could consider
an upgrade if adjusted debt to EBITDA is below 5x on a permanent
basis, interest coverage is maintained above 3x, and if the
financial sponsor makes a commitment not to releverage the
company."


STEINHOFF INT'L: Former Finance Head Quits Boards of Two Units
--------------------------------------------------------------
Janice Kew and Luca Casiraghi at Bloomberg News report that
Steinhoff International Holdings NV said the former head of
finance in Europe has left the boards of two key units as an
investigation into the scandal-hit retailer's inaccurate accounts
deepens.

The owner of Conforama in France and Mattress Firm in the U.S.,
which last week won support from a majority of creditors to
restructure its EUR9.4 billion (US$11 billion) of debt, has
replaced Dirk Schreiber, Bloomberg relates.  While Steinhoff is
only midway through a year-long investigation into its finances,
it's been moving to strengthen its boards following the departure
of Chief Executive Officer Markus Jooste in December, Bloomberg
notes.

Mr. Schreiber, 47, stepped down as a director of Steinhoff Europe
AG, which houses brands such as Pepco and Poundland, Bloomberg
discloses.  He also stepped down as a director of the
convertible-bond unit Steinhoff Finance Holding GmbH last month,
a spokeswoman for the Stellenbosch, South Africa-based company,
as cited by Bloomberg, said in an emailed response to questions.

According to Bloomberg, Steinhoff has written off the value of
assets by at least EUR12.4 billion and said restatements of its
financials may have to go back to at least 2015.  The stock,
which has lost 94% since the company admitted to a problem with
the accounts, rose in Frankfurt and Johannesburg, Bloomberg
relays.

Steinhoff International Holdings NV's registered office is
located in Amsterdam, Netherlands.


SUEDZUCKER INTL: Moody's Lowers Rating on EUR700MM Bonds to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Suedzucker
International Finance B.V's EUR700 million junior subordinated
notes to Ba3 from Ba2. The Baa2 long-term issuer ratings and the
Prime-2 short-term rating of Suedzucker AG's and of Suedzucker
International Finance B.V. remain unchanged. The outlook on all
ratings is negative.

"The downgrade of Suedzucker's junior subordinated notes to Ba3,
four notches below the company's issuer rating, reflects its
expectation that the headroom under the cash flow covenant of the
hybrid instrument is reducing and will remain limited over the
coming 18 to 24 months", says Paolo Leschiutta a Moody's Senior
Vice President and lead analyst for Suedzucker. "A breach of the
covenant stated in the annual report would result in a temporary
cancellation of the four quarterly coupon payments on the hybrid
following the publication of the AR. The lower rating on the
notes reflects a higher risk of a potential impairment of the
hybrid instrument if such event occurs", added Mr Leschiutta.

RATINGS RATIONALE

Suedzucker's profitability and cash flow generation are currently
suffering due to the weaknesses in EU sugar prices, on the back
of ongoing oversupply in the market and the EU sugar market
liberalisation in October last year.

Lower cash flow generation will lead to a reduction in the
company cash flow to revenues ratios. Whilst historically
Suedzucker has maintained ample headroom under this trigger
(which becomes effective if consolidated cash flow of the company
is less than 5% of the consolidated revenues) there is now
increased risk that the trigger could be breached as a result of
the ongoing weakness in operating performance. Should the trigger
be breached, Suedzucker would be required to cancel the coupon
payment posing an impairment risk for hybrid notes holders on
their investment. The ratio stood at 9.9% at fiscal year ended
February 2018 (fiscal 2018) and Moody's expects it to move closer
to 5% in the current financial year. The downgrade is in line
with Moody's methodology to rate non-cumulative hybrids with a
strong mandatory coupon skip trigger.

Despite the downgrade, the Ba3 subordinated instrument rating
reflects the loss absorption characteristics of the rated
instrument (which continues to receive Basket D treatment),
including (1) its deeply subordinated and perpetual nature; (2)
the presence of a mandatory non-cumulative coupon cancellation
linked to a breach of the strong trigger (as defined above); and
(3) an optional cumulative deferral if no dividends are paid. The
mandatory and non-cumulative coupon temporary cancellation
feature, in conjunction with the volatility of the sugar
business, result in potentially high likelihood of losses for
hybrids note holders and justify the 4 notches differential from
the issuer rating.

RATIONALE ON SUEDZUCKER'S Baa2 RATING

Suedzucker's Baa2 issuer ratings remain unchanged reflecting the
group's (1) scale and leading position in beet sugar production
in Europe, (2) sales diversification through its four business
segments, and (3) broadly conservative financial policy. However,
the rating is constrained by (1) the group's exposure to
commodity price volatility, (2) sustained low sugar prices, which
are a drag on its sugar division's profitability, and (3) the
uncertainties surrounding the company's ability to adapt its cost
structure to potentially prolonged weakness in sugar prices.

As a result of an oversupply in the global sugar market and the
liberalisation of the European Union (EU) sugar market, EU sugar
prices are now at historically low levels, and, as a consequence,
Moody's expects Suedzucker's key credit metrics to deteriorate
significantly over the next 12-18 months. In particular, lower-
than-expected sugar prices are likely to result in an operating
loss at the company's sugar division during fiscal 2019. Moody's
expects the company's operating margin to drop to around 2% over
the next 12 months from the 6% expected in fiscal 2018, and its
financial leverage, measured as Moody's-adjusted debt/EBITDA, to
exceed 4.5x in fiscal 2019, well above the maximum of 3.5x over
time tolerated at the Baa2 rating.

NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectation that currently
low sugar prices will result in a prolonged deterioration in the
company's operating performance and profitability, which will
lead to a weakening in key credit metrics beyond levels which
Moody's deems appropriate for the Baa2 rating. Failure to restore
operating margin or reducing financial leverage towards 4.0x over
the next 12 to 18 months through measures aimed at preserving
cash could result in a rating downgrade.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the rating is currently unlikely given the
negative outlook. A restoration of profitability, together with
the company's ability to reduce its Moody's adjusted leverage
sustainably below 2.5x could lead to upward pressure on the
rating. Conversely, negative rating pressure could develop in
case of a prolonged deterioration in both operating margin and
credit metrics. Quantitatively a Moody's adjusted debt to EBITDA
ratio sustained above 3.5x and a retained cash flow/net debt
ratio sustainably below 20% could result in a downgrade. Any
deterioration in the company's liquidity profile could also lead
to a downgrade.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Global Protein
and Agriculture Industry published in June 2017.

Suedzucker is the leading beet sugar producer in Europe, with an
overall reported market share of around 24% in the EU-28.
Suedzucker is also active in three other business segments:
Special Products, CropEnergies and Fruit. In fiscal 2018,
Suedzucker reported sales of around EUR6.98 billion and EBITDA of
EUR758 million. The company generates around 80% of its sales in
Europe. During the first quarter of fiscal 2019 revenues and
EBITDA stood at EUR1.7 billion and EUR138 million respectively.



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


ANDREY CHERNYAKOV: Aug. 10 Proof of Debt Submission Deadline Set
----------------------------------------------------------------
Michael T. Leeds, Nicholas S. Wood and Kevin J. Hellard, the
Joint Trustees of Andrey Valerievich Chernyakov (In Bankruptcy),
intend to declare a first interim dividend to unsecured creditors
within two (2) months from August 10, 2018, the final date for
proving.  Creditors who have not yet lodged a Proof of Debt are
required to submit a Proof of Debt form, together with any
documentary evidence in support of their claim, to the Joint
Trustees in Bankruptcy at Grant Thornton UK LLP, 30 Finsbury
Square, London, EC2P 2YU no later than August 10, 2018, failing
which they will be excluded from any dividend.

For further details contact:

         Benjamin Malcolm
         Telephone: 0117 305 7692
         E-mail: benjamin.malcolm@uk.gt.com

                     About Andrey Chernyakov

According to Crime Russia, in 2016, the High Court of England and
Wales, bailiffs confiscated the property of the former head of
the Kosmos research and development company, Andrey Chernyakov,
after receiving court permission.  On November 22, bailiffs found
Mr. Chernyakov and his 28-year-old wife in a small villa that
they had been renting in the suburbs of London, Crime Russia
said.

The reason for the decision rendered on October 28, 2016, was the
petition by Bank of Moscow, which demanded reparation from
Mr. Chernyakov on loans provided to him, Crime Russia disclosed.
In 2011, the ex-head of Kosmos received a loan worth more than
RUR11 billion from the Russian bank under a personal guarantee,
Crime Russia recounted.  The funds were allegedly intended for
the completion of the Halabyan-Baltic tunnel in Moscow, Crime
Russia stated.  However, the bank received neither payments, nor
refunds, Crime Russia noted.  The amount owed is more than RUR16
billion, according to Crime Russia.

Investigators believe that the loaned money was transferred to
the accounts of Mr. Chernyakov's affiliated companies, Crime
Russia related.  A criminal case of large-scale Swindling was
initiated against the former head of Kosmos (part 4 of Art. 159.1
of the Criminal Code), according to Crime Russia.  In early
December 2015, it was reported that the London High Court decided
to disclose and freeze the assets of billionaire Andrey
Chernyakov, the CEO of Kosmos, Crime Russia disclosed.


ASHTEAD CAPITAL: Moody's Rates USD600MM Sr. Sec. Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 instrument rating to
the new USD600 million second priority senior secured notes due
2026 to be issued by Ashtead Capital, Inc., a subsidiary of
Ashtead Group plc.

The proceeds from the issuance of the notes will be used to repay
a portion of the outstanding borrowings under the USD3,100
million first priority senior secured credit facility and pay
related issuance costs.

Ashtead's Ba1 corporate family rating and Ba1-PD probability of
default rating and the Ba2 instrument rating on the existing
second priority senior secured notes due 2024 (USD500 million),
2025 (USD600 million) and 2027 (USD600 million) issued by Ashtead
Capital, Inc. remain unchanged. The outlook on all ratings
remains stable.

RATINGS RATIONALE

The new notes due 2026, which will rank pari passu with the
existing notes, are rated Ba2, one notch below the CFR,
reflecting the size of the ABL facility ranking ahead. The notes
due 2024, 2025, 2027 and 2026 benefit from second lien guarantees
from entities accounting for substantially all of the group's
combined assets and EBITDA for the fiscal year ending April 30,
2018 and second lien pledges over most of these guarantors'
assets. The ABL facility benefits from the same guarantee and
security package but on a first lien basis.

The rating agency's opinion is that the transaction is supportive
for extending the group's debt maturity profile, while
simultaneously enhancing its liquidity capacity to support the
ongoing capital expenditure and bolt-on acquisitions. Pro-forma
for the transaction, the availability under the ABL facility is
expected to increase to above USD1,700 million from USD1,115 as
of April 30, 2018.

The transaction will have an insignificant impact on the
company's leverage as the proceeds from the issuance of the notes
will be mostly used to repay debt except for outflows to pay the
call premium and transaction fees. Pro forma for the transaction,
Moody's estimates that adjusted gross leverage (as adjusted by
Moody's for operating leases and pension liabilities) will remain
at 1.7x as of April 30, 2018.

Ashtead reported strong growth during fiscal year 2018, with
group revenue reaching GBP3.7 billion, up 20% year-on-year, and
EBITDA at GBP 1.7bn, up by 19% year-on-year (on constant currency
basis, as reported by the company). This has largely been on the
back of organic growth, which continues to benefit from favorable
economic conditions across all three countries in which the
company operates. Nevertheless, Moody's notes that bolt-on
acquisition remain part of the expansion strategy of Ashtead,
although they make up only a small part of overall revenues. The
strong EBITDA growth has been supportive for the group's cash
flows generation. Ashtead has used them to increase its
shareholder returns through both higher dividends as well as
significant share buybacks.

The stable outlook assumes that the company will maintain a
conservative financial policy with no major debt-funded
acquisitions, excessive shareholder returns, or fleet
overspending leading to lower utilization, and Moody's
expectation for continued moderate growth in the industry.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's believes that further upward pressure is constrained due
to the company's exposure to an inherently cyclical industry.
While not expected in the near future, positive pressure could
arise if (1) Ashtead further improves its client mix such that
exposure to the cyclical construction industry reduces
significantly, (2) the company tightens its publicly-stated net
leverage target, and (3) the company maintains a good liquidity
position.

On the other hand, negative pressure on the ratings could arise
if (1) a sharp market reversal were to result in fleet
utilization and margins decreasing at a higher rate than
previously expected leading to adjusted leverage remaining above
2.5x, (2) liquidity deteriorates due to a significant capex spend
while existing facilities are not upsized, or (3) the company
loosens its net leverage targets or adopts a more aggressive
shareholder return policy.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.

Ashtead is a London-based equipment rental company with national
networks across North America and the UK. The company rents a
full range of construction and industrial equipment across a wide
variety of applications to a diverse customer base. Ashtead
recorded revenues of GBP3,706 million and EBITDA of GBP1,733
million in fiscal year ending (FYE) April 30, 2018.


BAMS CMBS 2018-1: DBRS Finalizes BB(low) Rating on Class E Notes
----------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the
following classes of notes issued by BAMS CMBS 2018-1 DAC (the
Issuer):

-- Class A at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (low) (sf)

All trends are Stable.

BAMS CMBS 2018-1 DAC (the Issuer) is the securitization of a GBP
315.3 million (67.5% loan-to-value (LTV)) floating-rate senior
commercial real estate loan (the senior loan) advanced by Morgan
Stanley Principal Funding, Inc. (notated from Morgan Stanley Bank
N.A.) and Bank of America Merrill Lynch International Limited
(together, the Loan Sellers) to borrowers sponsored by Blackstone
Group L.P. (Blackstone or the Sponsor). The acquisition financing
was also accompanied by a GBP 58.4 million (80% LTV) mezzanine
loan granted by LaSalle Investment Management and Blackstone Real
Estate Debt Strategies (BREDS), each holding 51% and 49% interest
of the mezzanine loan, respectively. BREDS, however, will be
disenfranchised and thus cannot exercise any voting rights so
long as Blackstone Group LP holds equity interest in the
portfolio. The mezzanine loan is structurally and contractually
subordinated to the senior facility and is not part of the
transaction.

The senior loan is backed by 59 urban logistic and multi-let
industrial properties (the portfolio). Blackstone purchased the
portfolio from Infrared Capital Partners (Infrared) and Helical
Plc. in two off-market deals. Infrared has provided a GBP 4.7
million rental guarantee for the vacant spaces of six assets
until 28 February 2020. The guarantee can be drawn quarterly by
the Sponsor and will cover specific vacant unit's rental loss,
service charge loss, empty rates and market-level tenant
incentives. The data tape provided to DBRS shows a current rental
guarantee income of GBP 1.8 million per annum. Nevertheless, DBRS
did not consider the rental guarantee as part of long-term
stabilized cash flow and thus did not reflect this in its
quantitative analysis (all the numbers quoted in this press
release are net of the rental guarantee unless otherwise noted).

As of the cut-off date on April 6, 2018, 92.2% of the portfolio's
net lettable area was occupied by approximately 300 tenants with
long-term leasehold interests in certain estates. The top ten
tenants contribute 28.4% to the gross rental income and the
largest tenant, Sainsbury's, is paying rent but not occupying the
space. DBRS underwrote a higher vacancy to reflect such vacancy
risk.

The majority of the assets are located along the M6 motorway
between Birmingham and Manchester, just outside of the "Golden
Triangle" of the U.K. logistics market. The assets' locations are
a good addition to those of Taurus 2017-2 UK Designated Activity
Company, which was securitized in 2017 and were also part of the
pan-European logistics platform envisaged by Blackstone, given
that the latter has a weak presence in this area. Two assets,
Simon side and Coniston, were not able to perfect the acquisition
process as of 6 April 2018 (the utilization date); therefore, the
allocated loan amount (ALA) of Simon side asset has been held
back in the prepayment account whereas the Coniston asset's ALA
has been released to the borrowers with an obligation to repay if
the relevant conditions are not met by October 18, 2018.
Similarly, the Simon side held back amount will be used to repay
the loan by the same date if certain conditions were not
satisfied.

In DBRS's view, the senior facilities represent moderate leverage
financing with a 67.5% LTV. The relatively high DBRS LTV is
mitigated by the increasing debt yield (DY) cash trap covenants
set at 8.0% for the initial loan term and 8.5% for year three to
four and 9.0% for year five. The DY at the cut-off date excluding
the rental guarantees is 8.21% (or 8.8% including rental
guarantee), which means the Sponsor has to improve the net
operating income (NOI) of the portfolio after the expiration of
rental guarantees to avoid breaching the cash trap covenant on
year three if extended. Meanwhile, the portfolio is 7.3% under-
rented vis-Ö-vis the market rent provided by Jones Lang LaSalle
Incorporated (the Valuer), thus providing room for the Sponsor to
increase the rent. The loan is interest-only and has a two-year
maturity with three one-year extension options subject to certain
conditions including hedging.

The loan structure does not include financial default covenants
prior to a permitted change of control but provides other
standard events of default including the following: (1) any
missing payment, including failure to repay the loan at maturity
date; (2) borrower insolvency; and (3) a loan default arising as
a result of any creditors' process or cross-default. In DBRS's
view, potential performance deteriorations would be captured and
mitigated by the presence of cash trap covenants: (1) an LTV cash
trap covenant set at 75% applicable from second year and (2) a DY
cash trap covenant as detailed above.

The transaction is supported by a GBP 7 million liquidity
facility, which is provided by Bank of America N.A., London
Branch. The liquidity facility can be used by the Issuer to fund
expense shortfalls (including any amounts owed to third-party
creditors and service providers that rank senior to the notes),
property protection shortfalls and interest shortfalls (including
with respect to deferred interest but excluding default interest
and exit payment amounts) in connection with interest due on the
Class A, Class B notes and, after the Class A and B notes have
been paid down, the Class C notes in accordance with the relevant
waterfall. The liquidity facility cannot be used to fund
shortfalls due to the Class X notes. As of closing, DBRS
estimated that the commitment amount was equivalent to
approximately 12 months of coverage on the Class A and Class B
notes based on a weighted-average stressed LIBOR rate of 2.32% or
seven months based on a LIBOR margin cap of 5.0%.

The latest expected note maturity date is May 17, 2023, two days
after the fully extended senior loan term. The final legal
maturity of the notes is in May 2028, five years after the fully
extended loan term. Given the security structure and jurisdiction
of the underlying loan, DBRS believes this provides sufficient
time to enforce, if necessary, on the loan collateral and repay
the bondholders.

The Class E notes are subject to an available funds cap where the
shortfall is attributable to an increase in the weighted-average
margin of the notes.

The transaction includes a Class X diversion trigger event,
meaning that if the Class X diversion triggers, set at 7.4% for
DY and 77.5% for LTV, were breached, any interest and prepayment
fees due to the Class X note holders will instead be paid
directly to the Issuer transaction account and credited to the
Class X diversion ledger. Any amount retained in the Class X
diversion ledger shall be available to be paid to the Class X
note holders in accordance with the relevant priority of payments
if (i) no Class X interest diversion trigger event is continuing
or (ii) following a loan failure event or the acceleration of the
notes, be used to potentially amortize the notes.

To maintain compliance with applicable regulatory requirements,
the Loan Sellers have retained an ongoing material economic
interest of no less than 5% of the securitization via an issuer
loan that was advanced by the Loan Sellers to the Issuer at
closing. Morgan Stanley Bank N.A., as Issuer lender, has
transferred, by way of novation, its share of GBP 7,903,000 to
Bank of America Merrill Lynch International Limited.

Notes: All figures are in British pound sterling unless otherwise
noted.


HOUSE OF FRASER: Moody's Cuts CFR to Caa2, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service has downgraded the Corporate Family
Rating of House of Fraser Limited to Caa2 from Caa1 and its
probability of default rating to Caa2-PD from Caa1-PD.
Concurrently, Moody's has downgraded the rating of the GBP165
million senior secured floating rate notes due 2020, issued by
House of Fraser plc, to Caa2 from Caa1. The rating outlook
remains negative.

The rating action reflects the company's particularly weak
operating performance in FY2018 and Q1 2019 with a EBITDA as
reported by the company of GBP35.4 million and negative GBP31.4
million, significantly below its previous expectations and the
GBP63.6 million and negative GBP12.2 million reported in the same
period a year earlier, respectively.

The rating downgrade also reflects refinancing risk associated
with Moody's expectation of a continued negative free cash flow
generation and weak earnings in the next 12-18 months, which the
rating agency estimates at around GBP45 million, despite the rent
savings resulting from the implementation of the CVA. This is
considerably below the GBP65 million recorded in July 2015 when
the current capital structure was put in place.

The rating agency believes that in the event that a refinancing
cannot be successfully completed recovery rates for the
outstanding debt would be less than 90% on average across the
different debt instruments, which is not consistent with a Caa1
rating.

Additionally, HoF obtained creditor approval on July 19 in
respect the proposed Schemes of Arrangement which effectively
will (1) extend the maturity of the GBP125 million term loan B,
the GBP100 million revolving credit facility and the GBP165
million senior secured notes to October 2020; (2) waive the
change of control clause in the notes indenture; and (3) permit
HoF to incur an additional GBP50 million of new super senior debt
in priority to the existing notes and the senior bank facilities.
The Schemes of Arrangement are now subject to approval by the
English and Scottish courts, at hearings scheduled to take place
on July 25 and 26, respectively. Once implemented Moody's will
view the Schemes of Arrangement as a distressed exchange under
its definition of a default.

Moody's notes that a group of landlords has filed a legal
challenge against HoF's CVA, however, its base case scenario
assumes that both the Schemes of Arrangement and the CVA will be
successfully completed and implemented.

RATINGS RATIONALE

House of Fraser's Caa2 CFR is constrained by (1) significant
decrease in profitability, which has resulted in increased
adjusted leverage and low interest expense coverage; (2) its
relatively limited scale and high exposure to UK consumer
discretionary spending behaviour; and (3) high refinancing risk
if profitability does not return to the level recorded in
previous fiscal years.

House of Fraser's rating continues to reflect the company's
positive name recognition, broad customer base, weighted towards
affluent customers with solid discretionary spending power; and
the historic strong online growth and penetration.

After implementation of the Schemes of Arrangement mentioned
Moody's considers HoF's liquidity profile will be sufficient to
cover persistent negative free cash flow in the next 12 to 18
months as it will benefit from the GBP70 million equity injection
from the new majority shareholder and from the extended debt
maturities.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risk that if profitability does
not return towards the level recorded in previous fiscal years
the recovery of lenders may prove lower than currently expected.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating is unlikely in the short term but
in due course could arise if the company showed signs of a
sustainable recovery in profitability.

Downward pressure on the rating could arise if HoF's
profitability declines further in the coming quarters, or in the
event of a deterioration in the company's liquidity profile.


NEPTUNE ENERGY: S&P Assigns BB- Long-Term ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to U.K.-based oil and gas exploration and production
company Neptune Energy Group Midco Ltd. (Neptune). The outlook is
stable.

S&P said, "We also assigned our 'BB-' issue rating to Neptune's
$550 million senior unsecured notes. The recovery rating of '3'
reflects our expectation of meaningful recovery (50%-70%; rounded
estimate: 65%) in the event of default."

The rating on Neptune reflects the company's 154 thousand barrels
of oil equivalent per day (kboepd) production, which compares
favorably with that of similarly rated peers, as well as some
positive geographical diversification. Notably, Neptune's
exposure to emerging market country risk remains relatively
limited, although S&P notes that Algeria represents about one-
quarter of reserves. However, the reserves base is declining in
the absence of external growth, and is strongly weighted toward
European gas rather than oil, with gas being of lower value than
oil. Positively, some of the gas production is linked to the
price of oil, leading to about 45% of near-term production
pricing linked to oil. The financial sponsor ownership is also a
modest constraint on S&P's credit opinion, although it notes that
the largest owner, China Investment Corp. (CIC), has a longer
investment horizon.

Neptune was incorporated in mid-2017 to acquire the oil and gas
assets of Engie E&P. These assets are predominantly gas-
producing, which suited the previous owner. The new owners'
namely, private equity firms CVC and Carlyle alongside wholly
state-owned CIC--aim at growing production and reserves through a
more focused approach on existing countries, with the potential
for near-field drilling campaigns and tie-backs that could
increase proved and probable (2P) reserves. S&P said, "We
understand that the new owners also aim to use bolt-on
acquisitions to complement organic growth and increase the
overall value of the company, while simultaneously generating
positive free operating cash flow (FOCF). The company has about
542 million barrels of oil equivalent (mmboe) of 2P reserves and
we forecast earnings before interest, taxes, depreciation,
depletion, amortization and exploration expenses (EBITDAX) of
about $1.7 billion in 2018."

S&P said, "With 2017 production of 154 kboepd and proved (1P)
reserves of 360 mmboe (2P reserves of 542 mmboe), we view Neptune
as a midsize player. About 45% of Neptune's reserves are located
in Norway, where the company is in a tax-paying position. The
Norwegian heavy tax pressure negatively affects funds from
operations (FFO), but future capital expenditure (capex) would
lead to tax refunds, and consequently, to a lower effective tax
rate. Neptune also has a decreasing reserves base and weak
reserves replacement ratios, and therefore a weaker reserves
life--6.4 years on a 1P basis (9.7 years on a 2P basis)--than its
higher rated peers. However, we anticipate that the new owners
and management will have a different strategy, with a focus on
growing reserves over time, potentially leading to an improvement
in ratios. They have already taken a first step with the
acquisition of VNG Norge AS, adding net reserves and resources of
50 mmboe.

"We also note that Neptune's asset diversification, growth
projects in Australia, Algeria, and Norway, as well as the
company's very experienced management team, should allow for a
focus on key assets and cost efficiency. These could over time
result in reserves base growth and profitability improvements.
Furthermore, a relatively high share of operated assets allows
for more control and therefore a greater opportunity to add value
to the portfolio. The non-operated assets have strong partners
with significant experience.

"The company also has significant contingent reserves that have
the potential to improve the reserves profile in coming years.
Overall, we assess business risk as fair, with the potential for
a better assessment if Neptune materially increases 2P reserves.

"The financial risk profile is constrained by our financial
policy assessment. This stems from the ownership by financial
sponsors, which we view as being more aggressive than other types
of investors. However, Neptune's leverage target is to maintain
net debt to EBITDA below 1.5x, which is low for a financial
sponsor-owned company. Furthermore, the dividend policy of paying
out 25%-50% of FOCF should mechanically reduce dividend payouts
if Neptune invests more heavily to improve the reserves base, and
could still generate positive discretionary cash flow (DCF).

"As such, we view the financial risk profile to be relatively
strong for the aggressive category, with FFO to debt at about 35%
on average and DCF to debt slightly above 10%. Furthermore, the
reserve-based loan (RBL) facility sets out minimum commodity
hedging of forward-looking, post-tax, net production of 50% for
year one, 30% for year two, and 15% for year three. This may
lower profitability when hydrocarbon prices increase, but it also
improves cash flow visibility. This is especially the case as
Neptune has a large share of gas production, and the price of gas
can be somewhat less volatile than that of oil. In light of these
factors, we do not anticipate that leverage will increase
materially over the coming years."

S&P's base case assumes:

-- Oil prices of $65 per barrel (/bbl) for the rest of 2018,
    $60/bbl in 2019, and $55/bbl in 2020 and beyond, according to
    S&P Global Ratings' latest price deck. S&P assumes that gas
    prices will remain broadly stable from their 2017 levels.

-- On the back of a material investment in assets in the past
    few years, and despite depletion at certain fields,
    production of about 155-160 kboepd in 2018, trending down
    toward 145-150 kboepd in 2019 on the back of a natural
    decline in production. The 2019 figure includes S&P's
    assumption of smaller mergers and acquisitions (M&A).

-- Operating expenditure per barrel of oil equivalent of about
    $10-$11 in the next couple of years.

-- The completion of the VNG Norge AS acquisition in the fourth
    quarter of 2018 and further small acquisition of $200 million
    in 2019, slightly boosting production.

-- Dividend payments of one-third of FOCF under our commodity
    price assumptions.

-- About $500 million of capex in each of 2018 and 2019, with
    the flexibility to spend more depending on opportunities. S&P
    also anticipates abandonment expenditure (abex) of about $150
    million over 2018-2019.

-- Limited exploration expenses of about $100 million per year.

Based on these assumptions, S&P arrives at the following credit
measures:

-- FFO as a percentage of debt in the mid-30s on average over
    2018-2020.

-- Positive DCF of about $800 million in total over 2018-2019
    and about $200 million in 2020.

-- Debt to EBITDA of 1.5x-2.0x on average over 2018-2020.

-- Ample liquidity coverage.

S&P said, "The stable outlook reflects our view that Neptune's
weighted-average credit metrics will remain commensurate with the
rating over the next three years, with FFO as a percentage of
debt in the mid-30s. Even if the company's capex is higher or its
acquisitions are larger that we anticipate, we believe the
company should be able to maintain FFO to debt at above 20% and
debt to EBITDAX below 4x.

"We could lower the rating in the next 12 months if Neptune was
to deviate from its financial policy and increase leverage to
levels approaching the net debt-to-EBITDAX covenant under the RBL
facility. A major economic shock that lowered demand for natural
gas in Europe and resulted in sustainably lower prices could also
lead us to lower the rating on the back of FFO to debt below 20%
and adjusted debt to EBITDAX above 4x. However, we view such a
scenario to be rather unlikely. Decreasing reserves leading to a
1P reserves life below five years could also lead to a downgrade.

"We could upgrade Neptune in the coming 12 months if the company
meaningfully strengthens its reserves profile through a
combination of organic projects and greater M&A activity that
does not result in a steep increase in debt (such that FFO to
debt moves toward 20% or below) or emerging market exposure. That
would imply a material share of equity financing in such
transactions."


POLLY PECK: Gillian Bruce Appointed as Replacement Administrator
----------------------------------------------------------------
Gillian Eleanor Bruce has been appointed as replacement
administrator of Polly Peck International Plc on June 27, 2018.

The replacement administrator can be reached at:

         7 More London Riverside
         London, SE1 2RT



===============
X X X X X X X X
===============


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author: Frank H. Knight
Publisher: Beard Books
Softcover: 381 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrup
t

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck
will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.
Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets.  A company may establish reserves on its
balance sheet for liabilities that may never materialize.  The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


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 2018.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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