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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

          Wednesday, October 31, 2018, Vol. 19, No. 216


                            Headlines


B E L A R U S

EUROTORG LLC: S&P Affirms 'B-/B' Issuer Credit Ratings


C R O A T I A

AGROKOR DD: London Court Clears Way for Founder's Extradition


I R E L A N D

ARROW CMBS 2018: DBRS Assigns Prov. BB Rating to Class F Notes
BLACKROCK EUROPEAN VII: Moody's Gives (P)B2 Rating to F Debt
CVC CORDATUS XII: Moody's Assigns (P)B2 Rating to Class F Notes
DILOSK RMBS 2: DBRS Assigns Prov. BB Rating to Class F Notes
DUBLIN BAY 2018-MA1: DBRS Assigns Prov. B Rating to Cl. Z1 Notes

GRIFFITH PARK: Moody's Assigns (P)B2 Rating to Class E-R Notes
TOWER EUROPE 2018-1: Moody's Gives (P)B2 Rating to Cl. F Notes


I T A L Y

ALITALIA SPA: Board Set to Discuss Offer for Airline
ITALY: Mulls Aid Options for Banks Amid Budget Plan Concerns


P O R T U G A L

PELICAN MORTGAGES 3: S&P Raises Class C Notes Rating to B


U N I T E D   K I N G D O M

AFREN PLC: Two Former Execs Get Six-Year Prison Sentence
ALBA PLC 2007-1: S&P Raises Class E Notes Rating to BB
FOUR SEASONS: Put Up for Sale After Terra Firma Fails to Pay Debt
NEWDAY FUNDING 2018-2: DBRS Assigns Prov. B Rating to Cl. F Notes
RUBIX GROUP: S&P Affirms B Issuer Credit Rating, Outlook Negative

VIRIDIAN GROUP: Moody's Alters Outlook on B1 CFR to Stable
VUE INTERNATIONAL: Moody's Cuts CFR to B3, Outlook Stable
* UK: Companies in Distress Rise to 19.3% in Third Quarter 2018


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B E L A R U S
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EUROTORG LLC: S&P Affirms 'B-/B' Issuer Credit Ratings
------------------------------------------------------
S&P Global Ratings affirmed its 'B-/B' long and short-term issuer
credit ratings on Belarus-based food retailer Eurotorg LLC.
S&P also affirmed its 'B-' long-term issue rating on the group's
loan participation notes (LPNs) due in 2022.

All ratings remain on CreditWatch with positive implications.
The affirmation follows S&P's revision of Belarus' country risk
assessment. In S&P's view, the country's improved monetary policy
framework results in more favorable economic prospects,
supporting the business environment in Belarus, where Eurotorg
operates.

S&P said, "Despite this, we think that Eurotorg's business
profile continues to be constrained by high country risk in
Belarus. In addition, Eurotorg has limited geographic
diversification and relatively small size compared with other
European food retailers. However, the group benefits from its
leading market share in the Belarusian food retail market (about
19% as of end-2017), strong brand recognition, and good value
proposition. We also note that the market is somewhat protected
from new entrants due to local regulations that require a
significant share of goods on shelves to be produced in Belarus.
For new entrants, this would mean building a local supplier base
from scratch.

"We currently consider Eurotorg's leveraged capital structure and
large exposure to foreign currency risk as the major rating
constraints. However we also note that the group's credit metrics
have improved in 2018 on the back of strong operational results,
including positive like-for-like sales development from the
fourth quarter of 2017 to the third quarter of 2018, and higher
absolute EBITDA and cash generation than we expected when we
first assigned the rating one year ago. This is despite margin
pressure stemming from lower gross margins due to higher
transportation costs, an increased share of wholesale operations,
and increasing rent costs. Improved metrics are also a result of
a more stable macroeconomic environment in Belarus than two or
three years ago, and Eurotorg's consistent execution of its
strategy to extend its leading position in Belarus' food
retailing market. This translates into improved EBITDAR coverage
ratio (EBITDA including rent's coverage of cash interest and
rent) of just above 2x for 2018."

On Oct. 4, 2018, Eurotorg announced its intension to execute an
IPO by November 2018 and sell its banking business under the
brand Statusbank, using the proceeds partially for deleveraging.
S&P continues to assume that the group will likely use about $173
million of net proceeds (out of expected gross IPO proceeds of
$200 million and $21 million from the Statusbank sale) for debt
repayment, which would improve S&P Global Ratings' adjusted debt
to EBITDA to 3.0x-3.3x in 2018 from about 4.0x in 2017, and the
group's EBITDAR to 2.5x-2.8x by the end of 2019.

S&P said, "The CreditWatch placement indicates that we could
raise the long-term issuer credit rating by one notch to 'B' if
the IPO and debt repayment are completed in line with our
expectations over the next 90 days. At the same time, we also may
raise our issue-level ratings on the company's outstanding LPNs
due in 2022 by one notch, in line with the issuer credit rating,
depending on the kind of debt the group repays.

"Alternatively, if the IPO and debt reduction do not occur or in
the event of an unexpected currency volatility or macroeconomic
deterioration, we could affirm our ratings and maintain the
stable outlook."



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C R O A T I A
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AGROKOR DD: London Court Clears Way for Founder's Extradition
-------------------------------------------------------------
Jovana Gec and Danica Kirka at The Associated Press report that a
London court on Oct. 25 cleared the way for the extradition of
Croatia's most-wanted fugitive, Agokor founder Ivica Todoric.

Ivica Todoric was in the U.K. as authorities closed in on the
company he founded, Agrokor, which unraveled after a debt-fueled
expansion, the AP discloses.  He was arrested in London in
November last year under a European arrest warrant posted by
Croatia, which accuses him of mismanaging Agrokor and embezzling
millions, the AP recounts.

Mr. Todoric claimed he was the innocent victim of politically and
financially motivated attacks, the AP relates.

According to the AP, in his statement, Mr. Todoric urged an
independent investigation in the Agrokor case.  He remains on
bail but will have to be removed with 10 days, the AP notes.

Agrokor has collapsed under the weight of EUR6 billion in debt
(US$7 billion), including a disputed sum owed to two Russian
state-run banks, Sberbank and VTB, the AP recounts.  It was put
into state administration a year ago, the AP relays.

Agrokor is a massive concern whose tentacles stretch throughout
the Balkans.  It employs 60,000 people and accounts for 15% of
Croatia's GDP.



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I R E L A N D
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ARROW CMBS 2018: DBRS Assigns Prov. BB Rating to Class F Notes
--------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the
following classes of notes to be issued by Arrow CMBS 2018 DAC
(the Issuer):

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

All trends are Stable.

Arrow CMBS 2018 DAC is the securitization of 95% interest of a
EUR 308.2 million senior commercial real estate loan jointly
advanced by Deutsche Bank AG, London branch and Societe Generale,
London branch (together, the Loan Sellers) to various borrowers
located in France, the Netherlands and Luxembourg (together, the
Borrowers). The loan is ultimately owned by a joint-venture
company set up by Blackstone Real Estate Partners (Blackstone or
the Sponsor), which holds 95% of the equity, and M7 Real Estate,
which holds the remaining 5% of equity. There is an additional
EUR 78.1 million mezzanine facility, which is structurally and
contractually subordinated to the senior loan. However, the
mezzanine facility is not part of the transaction.

The logistic portfolio securing the senior loan, which was valued
by Cushman & Wakefield for EUR 442.0 million, has assets located
across France (69.5% of the portfolio by market value or MV),
Germany (23.1% of the portfolio by MV) and the Netherlands (7.5%
of the portfolio by MV). A large part of the collateral is from
the previous loan portfolio sale, Project Aberdonia, which Lloyds
Banking Group sold to Marathon Asset Management in 2014.

There are 89 assets in the portfolio and, according to
Blackstone, 77 assets are categorized as logistics, industrial or
mixed-use assets, which represent 86.6% of the portfolio's MV.
The Sponsor plans to dispose the portfolio's non-logistics assets
to integrate the remaining part of the portfolio to its Pan
European logistics platform. DBRS estimates that should the 12
assets be disposed, and their release prices paid, the portfolio
will slightly deleverage to a 67.7% loan-to-value (LTV) ratio
from 69.7% LTV at issuance.

Approximately 69.5% of the MV is located in France, with a
concentration in the strong economic region of Ile-de-France
(36.6% of the portfolio). Within France, DBRS notes that the
majority of assets are located along the French logistic belt,
which extends from Lille to Marseille. The German assets in the
portfolio are mostly located in the northwestern part the country
whereas most of the Dutch assets are located in the Randstad
region.

Arrow CMBS 2018 DAC is the first European post-financial-crisis
CMBS transaction with a large French asset exposure. The workout
process of several defaulted French loans securitized in certain
pre-financial crisis transactions revealed that the enforcement
against borrowers holding mainly French assets would be
complicated should the borrower be granted a safeguard plan
("plan de sauvegarde") by a French court. To address such risk,
the Sponsor implemented a double-Lux Co. structure, which will
mitigate the risk of Borrowers filing a hostile safeguard. In
addition, the Sellers are expected to benefit from Daily
assignments pursuant the Daily law ("loi Daily") aimed at
simplifying the enforcement process. Moreover, the transaction is
supported by a tail period of six and half years and liquidity
facility coverage up to almost two years' of interest payments on
the covered notes in case of a long workout process. DBRS has
undertaken a legal analysis in light of these mitigates and
concluded that the transaction's credit quality is commensurate
with DBRS's highest-assigned rating.

As of April 30, 2018 (the cut-off date), the portfolio generated
a total EUR 33.5 million gross rental income from approximately
350 tenants. The net rent of the portfolio is approximately EUR
31.1 million, representing a debt yield (DY) of 10.1%.

The portfolio benefits from a high physical occupancy rate of
90.7%. However, the appraiser deemed 7.7% of the vacant areas as
structural vacancies. As such, no rental or sales value was
allocated for that space. As a result, the portfolio's MV of EUR
442.0 million is net of structural vacancy. The senior loan LTV
ratio is 69.7%. DBRS further stressed the portfolio by applying a
6.7% vacancy assumption, resulting in an underwritten physical
vacancy of approximately 13.0%.

The senior loan carries a floating interest rate equal to three-
month Euribor (subject to zero floors) plus a margin of [1.9%].
The base interest rate risk will be hedged by a prepaid cap with
a strike rate of 2.5% and will be provided by [*]. Similar to
other Blackstone-sponsored loans, the senior loan does not
provide for default financial covenants, but only cash trap
mechanism set at 77.2% LTV and 9.45% DY based on the past 12
months NOI. The loan has an initial term of two years with three
one-year extension options available subject to the satisfaction
of certain conditions. There is no amortization scheduled during
the loan term.

According to the tax due diligence report received by DBRS, there
is a potential tax liability of EUR 45.6 million (or EUR 55.2
million including penalty and late interests) accumulated over
the past years inherited from two French portfolios: Aberdonia
and Mistral. DBRS understands that such liability was caused by
the missing or incorrect tax filing by the previous owner who
(like Blackstone) should have been exempt from such tax.
Blackstone have undertaken to correctly file thus be exempt from
such tax liability in future. However, there is no guarantee that
the French tax authority would not claim amounts based on the
missing or incorrect filings for previous years. DBRS has
reflected such risk in its analysis by assuming that during the
fully-extended loan term, all excess cash from the assets would
be used to pay the overdue tax and deducted the remaining unpaid
tax liability from each rating level's proceeds proportionally.

The transaction will benefit from a liquidity facility of EUR
12.5 million, which equals to 7% of the total outstanding balance
of the covered notes, and will be provided by Deutsche Bank AG,
London branch and Societe Generale, London branch (the Liquidity
Facility Providers) on a 50/50 basis. The liquidity facility can
be used to cover interest shortfalls on the Class A1, Class A2
and Class B notes. According to DBRS's analysis, the commitment
amount, as at closing, could provide interest payment on the
covered notes up to approximately 22 months and 13 months based
on the interest rate cap strike rate of 2.5% and the Euribor cap
of 5% after loan maturity, respectively. At issuance, the portion
of liquidity facility provided by Deutsche Bank AG, London
branch, will be fully drawn and deposited on an account under the
control of the Issuer at Eleavon Financial Services Limited, UK
branch.

The transaction is expected to repay on or before 22 November
2023, seven days after the fully-extended senior loan maturity.
Should the notes fail to be repaid by then, this will constitute,
among others, a special servicing transfer event. The transaction
will be structured with a six and half-year tail period to allow
the special servicer to work out the loan by 22 May 2030 at the
latest, which is the legal final maturity of the notes.

The Class D, E and F 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 loans' DY falls below 8.66% and/or LTV
increases over 82.02%, any interest and prepayment fees due to
the Class X note holders will instead be diverted into the Issuer
transaction account and credited to the Class X diversion ledger.
However, once the trigger is un-breached, the held amount will be
released back to the Class X note holder and only following the
expected note maturity can such funds be used to amortize the
notes.

To maintain compliance with the applicable regulatory
requirements, the Loan Sellers will hold 5% of the senior loan on
a 50/50 basis.

The hedge counterparty was not confirmed at the time of assigning
provisional ratings; therefore, DBRS has assigned its provisional
ratings assuming the hedge counterparty will meet the agency's
relevant criteria. The ratings will be finalized upon receipt of
execution version of the governing transaction documents. To the
extent that the documents and information provided to DBRS as of
this date differ from the executed version of the governing
transaction documents, DBRS may assign different final ratings to
the notes.

Notes: All figures are in euros unless otherwise noted.


BLACKROCK EUROPEAN VII: Moody's Gives (P)B2 Rating to F Debt
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by BlackRock
European CLO VII Designated Activity Company:

EUR240,000,000 Class A Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Assigned (P)Aa2 (sf)

EUR7,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR20,000,000 Class C-2 Senior Secured Deferrable Fixed Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR23,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Baa3 (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional ratings of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager BlackRock
Investment Management Limited has sufficient experience and
operational capacity and is capable of managing this CLO.

The Issuer is a managed cash flow CLO. At least 96% of the
portfolio must consist of senior secured obligations and up to 4%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds.
The portfolio is expected to be 80% ramped as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will
be acquired during the six month ramp-up period in compliance
with the portfolio guidelines.

BlackRock IM will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 4.6-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk, and are subject to certain restrictions.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR39.25 million of Subordinated Notes, which
are not rated.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

Factors that would lead to an upgrade or downgrade of the
ratings:

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager's
investment decisions and management of the transaction will also
affect the notes' performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 400,000,000

Diversity Score: 48*

Weighted Average Rating Factor (WARF): 2,800

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 42.5%

Weighted Average Life (WAL): 8.5 years

  * The covenanted base case diversity score is 49, however
Moody's has assumed a diversity score of 48 as the deal
documentation allows for the diversity score to be rounded up to
the nearest whole number whereas usual convention is to round
down to the nearest whole number.

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.


CVC CORDATUS XII: Moody's Assigns (P)B2 Rating to Class F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the notes to be issued by CVC
Cordatus Loan Fund XII Designated Activity Company:

EUR1,600,000 Class X Senior Secured Floating Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR242,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR6,000,000 Class A-2 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR17,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Assigned (P)Aa2 (sf)

EUR27,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR24,100,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

EUR23,700,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional rating of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager CVC Credit Partners
European CLO Management LLP has sufficient experience and
operational capacity and is capable of managing this CLO.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to
10% of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds.
The portfolio is expected to be 70% ramped as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe.

CVC Credit Partners will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's roughly four and
a half year reinvestment period. Thereafter, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit impaired obligations
or credit improved obligations, and are subject to certain
restrictions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 Notes. The
Class X Notes amortise by 12.5% or EUR 200,000 over the first 8
payment dates starting on the 2nd payment date.

Interest and principal payments due to the Class A-2 Notes are
subordinated to interest and principal payments due to the Class
X Notes and the Class A-1 Notes. The Class X and Class A-1 Notes'
payments are pro rata and pari passu.

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR35 million of Class M-1 Subordinated Notes
and EUR1 million of Class M-2 Subordinated Notes which are not
rated. The Class M-2 Notes accrue interest in an amount
equivalent to a certain proportion of the weighted average
aggregate collateral balance during the related due period.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

This CLO has also access to a liquidity facility of up to EUR
2.0m that an external party provides for four years (subject to
renewal by one or two years). Drawings under the liquidity
facility are allowed to pay interest in the waterfall and are
reimbursed at a super-senior level.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

Factors that would lead to an upgrade or downgrade of the
ratings:

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager's
investment decisions and management of the transaction will also
affect the notes' performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 400,000,000

Diversity Score: 41*

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): [8.5] years

  * The covenanted base case diversity score is 42, however
Moody's has assumed a diversity score of 41 as the deal
documentation allows for the diversity score not to be rounded
down to the nearest integer whereas Moody's CLO methodology is to
round down to the nearest integer.

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.


DILOSK RMBS 2: DBRS Assigns Prov. BB Rating to Class F Notes
------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the notes to
be issued by Dilosk RMBS No. 2 DAC (the Issuer) as follows:

-- Class A notes rated AAA (sf)
-- Class B notes rated AA (high) (sf)
-- Class C notes rated AA (sf)
-- Class D Notes rated A (sf)
-- Class E Notes rated BB (high) (sf)
-- Class F Notes rated BB (sf)

The Class Z1, X, R and Z2 notes are not rated.

The Issuer is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in Ireland. The issued notes will be used to fund
the purchase of Irish residential mortgage loans originated by
Pepper Finance Corporation (Ireland) DAC (Pepper; (formerly GE
Capital Woodchester Home Loans Limited) and Leeds Building
Society (LBS) and secured over residential properties located in
Ireland. Pepper sold part of the portfolio in February 2017 and
part in May 2017 to Areo S.a.r.l. Compartment 26 (Areo), a
private limited liability company incorporated in Luxembourg. LBS
sold part of the portfolio in July 2018 to Areo.

As at July 31, 2018, the provisional mortgage portfolio consisted
of 1,810 loans with a total portfolio balance of approximately
EUR 290.1 million. The weighted-average (WA) loan-to-indexed
value is 63.0% with a WA seasoning of 11.0 years. Almost all the
loans included in the portfolio (99.3%) are floating-rate loans
linked either to the European Central Bank (ECB) rate or a
variable rate linked to the ECB rate. The notes pay a floating
rate of interest linked to three-month Euribor. DBRS has
accounted for this interest rate mismatch in its cash flow
analysis. Approximately 47% of the loans have been restructured
at least once. No loans in the portfolio are in three or more
months in arrears.

Credit enhancement for the Class A notes is calculated at 40.0%
and is provided by the subordination of the Class B notes to the
Class Z1 notes and the general reserve fund first target level
and the general reserve fund second target level. Credit
enhancement for the Class B notes is calculated at 33.5% and is
provided by the subordination of the Class C notes to the Class
Z1 notes and the general reserve fund second target level. Credit
enhancement for the Class C notes is calculated at 28.5% and is
provided by the subordination of the Class D notes to the Class
Z1 notes and the general reserve fund second target level. Credit
enhancement for the Class D notes is calculated at 22.5% and is
provided by the subordination of the Class E notes to the Class
Z1 notes and the general reserve fund second target level. Credit
enhancement for the Class E notes is calculated at 13.5% and is
provided by the subordination of the Class F notes, Class Z1
notes and the general reserve fund second target level. Credit
enhancement for the Class F notes is calculated at 10.5% and is
provided by the subordination of the Class Z1 notes and the
general reserve fund second target level.

The transaction benefits from a cash reserve (general reserve
fund second target level) that is available to support the Class
A to Class F notes. The cash reserve will be fully funded at
close at 3.0% of the initial balance of the rated notes and the
Class Z1 notes less the general reserve fund first target level.
The general reserve fund first target level is sized at 1.5% of
the Class A balance and provides liquidity support to cover
revenue shortfalls on senior fees and interest on the Class A and
Class X notes. The notes will additionally be provided with
liquidity support from principal receipts, which can be used to
cover interest shortfalls on the most senior class of notes,
provided a debit is applied to the principal deficiency ledgers
in reverse sequential order.

A key structural feature is the provisioning mechanism in the
transaction, which is linked to the arrears status of a loan
besides the usual provisioning based on losses. The degree of
provisioning increases with the increase in number of months in
arrears status of a loan. This is positive for the transaction as
provisioning based on the arrears status will trap any excess
spread much earlier for a loan, which may ultimately end up in
foreclosure.

The Issuer Account Bank, Paying Agent and Cash Manager is
Citibank, N.A., London Branch. Based on the DBRS private rating
of the account bank, the downgrade provisions outlined in the
transaction documents, and structural mitigants, DBRS considers
the risk arising from the exposure to the account bank to be
consistent with the ratings assigned to the notes, as described
in DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology.

The provisional rating assigned to the Class A notes addresses
the timely payment of interest and ultimate payment of principal
on or before the final maturity date. The provisional ratings
assigned to the Class B to Class F notes address the ultimate
payment of interest and principal while junior but timely payment
of interest when the senior-most tranche. DBRS based its ratings
primarily on the following:

-- The transaction capital structure, form and sufficiency of
    available credit enhancement and liquidity provisions.

-- The credit quality of the mortgage loan portfolio and the
    ability of the servicer to perform collection activities.
    DBRS calculated the probability of default (PD), loss given
    default (LGD) and expected loss (EL) outputs on the mortgage
    loan portfolio.

-- The ability of the transaction to withstand stressed cash
    flow assumptions and repays the rated notes according to the
    terms of the transaction documents. The transaction cash
    flows were analysed using PD and LGD outputs provided by
    DBRS's "Master European Residential Mortgage-Backed
    Securities Rating Methodology and Jurisdictional Addenda".
    Transaction cash flows were analysed using INTEX Dealmaker.

-- The structural mitigants in place to avoid potential payment
    disruptions caused by operational risk, such as downgrade and
    replacement language in the transaction documents.

-- The transaction's ability to withstand stressed cash flow
    assumptions and repay investors in accordance with the Terms
    and Conditions of the notes.

-- The legal structure and presence of legal opinions addressing
    the assignment of the assets to the Issuer and consistency
    with DBRS's "Legal Criteria for European Structured Finance
    Transactions" methodology.

Notes: All figures are in euros unless otherwise noted.


DUBLIN BAY 2018-MA1: DBRS Assigns Prov. B Rating to Cl. Z1 Notes
----------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the
following notes to be issued by Dublin Bay Securities 2018-MA1
DAC (DBS 2018-MA1 or the Issuer):

-- Class A1 notes rated AAA (sf)
-- Class A2A notes rated AAA (sf)
-- Class A2B notes rated AAA (sf)
-- Class S notes rated AAA (sf)
-- Class B notes rated AA (low) (sf)
-- Class C notes rated A (high) (sf)
-- Class D notes rated A (low) (sf)
-- Class E notes rated BBB (sf)
-- Class F notes rated B (high) (sf)
-- Class Z1 notes rated B (low) (sf)

The Class Z2 and R notes are not rated.

DBS 2018-MA1 is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in Ireland. The issued notes will be used to fund
the purchase of Irish residential mortgage loans originated by
Bank of Scotland plc. and secured over properties located in
Ireland. Bank of Scotland sold the portfolio in September 2018 to
Erimon Home Loans Ireland limited, a bankruptcy-remote SPV wholly
owned by Barclays Bank plc.

As at July 31, 2018, the provisional mortgage portfolio consisted
of 2,187 loans with a total portfolio balance of approximately
EUR 381.7 million. The weighted-average (WA) loan-to-indexed
value, as calculated by DBRS giving limited credit to house price
increase, is 66.0% with a WA seasoning of 11.9 years. Almost all
the loans in the portfolio (99.9% by loan amount), are floating-
rate loans linked either to the European Central Bank (ECB) rate
or a variable rate linked to the ECB rate. The notes pay a
floating rate of interest linked to three-month Euribor. DBRS has
accounted for this interest rate mismatch in its cash flow
analysis. No loans have been originated to buy-to-let borrowers,
nor does the provisional portfolio include loans in arrears.

Credit enhancement for the Class A1, A2A and A2B notes (together,
the Class A2 notes, and together with Class A1, the Class A
notes) is calculated at 23.0% and is provided by the
subordination of Classes B through Z and the liquidity reserve
fund. Credit enhancement for the Class B notes is calculated at
18.75% and is provided by the subordination of the Class C notes
to the Class Z notes. Credit enhancement for the Class C notes is
calculated at 16.0% and is provided by the subordination of the
Class D notes to the Class Z notes. Credit enhancement for the
Class D notes is calculated at 12.75% and is provided by the
subordination of the Class E Class F and Class Z notes. Credit
enhancement for the Class E notes is calculated at 10.5% and is
provided by the subordination of the Class F and Class Z notes.
Credit enhancement for the Class F notes is calculated at 8.25%
and is provided by the subordination of the Class Z notes. Class
S notes are redeemed under the pre-enforcement revenue priority
of payments, but principal receipts can be used to cure
shortfalls in the required payments for Class S.

The Class A2 notes will repay according to a pre-determined
amortization schedule, which can be revised downwards if they
receive more than the scheduled payments, whereas Class A1 notes
are entitled to receive from the excess to the scheduled payment
of the Class A2 notes. The Class A1, A2 and S notes rank senior
and are pari passu.

The transaction has been structured to try to ensure that in the
event that principal receipts from the mortgage loans are higher
or lower than expected, the Class A2 notes receive the Class A2
scheduled payment. If principal receipts are higher than
expected, when Class A1 has been fully redeemed and the
amortization reserve is fully funded, Class A2 principal payments
will accelerate over the schedule. If principal receipts are
lower than expected, the principal payment on the other classes
will reduce. If no principal is to be paid on the other classes,
an amortization reserve is available to cover deficits on Class
A2, together with the option of an extraordinary payment from
Class Z2 note holders.

The Issuer will establish a protected amortization reserve fund,
which will not be funded at closing. On each interest payment
date, the reserve can be funded from Available Principal Receipts
up to a maximum of 2% of the outstanding balance of the
collateralized notes at closing. The protected amortization
reserve fund will support payments for the class A2 notes to
ensure that the scheduled payments are met.

The liquidity reserve fund is sized at 1.25% of the Class A
balance and provides liquidity support to cover revenue
shortfalls on senior fees and interest on the Class A and S
notes. The notes will additionally be provided with liquidity
support from principal receipts, which can be used to cover
interest shortfalls on all the rated notes subject to no PDL
outstanding on the relevant mezzanine class, consequently a debit
is applied to the principal deficiency ledgers in reverse
sequential order.

A key structural feature is the provisioning mechanism in the
transaction, which is linked to the arrears' status of a
loan -- besides the usual provisioning based on losses -- and to
the repayment type of the loan in case of a maturity extension.
The degree of provisioning increases the longer a loan is in
arrears, or the longer the maturity is extended for Interest Only
loans. Loans with capitalized arrears will be considered in
arrears unless the loan is able to demonstrate six months of
clean performance. This is positive for the transaction as
provisioning based on the arrears' status will trap any excess
spread much earlier for a loan, which may ultimately end up in
foreclosure.

The Issuer Account Bank, Paying Agent and Cash Manager is
Citibank, N.A., London branch. Based on the DBRS private rating
of the Issuer Account Bank, the downgrade provisions outlined in
the transaction documents, and structural mitigants, DBRS
considers the risk arising from the exposure to the Issuer
Account Bank to be consistent with the ratings assigned to the
Notes, as described in DBRS's "Legal Criteria for European
Structured Finance Transactions" methodology.

The provisional ratings assigned to the Class A and Class S notes
address the timely payment of interest and ultimate payment of
principal on or before the final maturity date. The provisional
ratings assigned to the Class B to Class Z1 notes address the
ultimate payment of interest and principal. DBRS based its
ratings primarily on the following:

-- The transaction capital structure, form and sufficiency of
    available credit enhancement and liquidity provisions.

-- The credit quality of the mortgage loan portfolio and the
    ability of the servicer to perform collection activities.
    DBRS calculated the probability of default (PD), loss given
    default (LGD) and expected loss outputs on the mortgage loan
    portfolio.

-- The ability of the transaction to withstand stressed cash
    flow assumptions and repays the rated notes according to the
    terms of the transaction documents. The transaction cash
    flows were analysed using PD and LGD outputs provided by the
    "Master European Residential Mortgage-Backed Securities
    Rating Methodology and Jurisdictional Addenda" methodology.
    Transaction cash flows were analysed using INTEX Dealmaker.

-- The structural mitigants in place to avoid potential payment
    disruptions caused by operational risk, such as downgrade and
    replacement language in the transaction documents.

-- The consistency of the transaction's legal structure with
    DBRS's "Legal Criteria for European Structured Finance
    Transactions" methodology and presence of legal opinions
    addressing the assignment of the assets to the Issuer.

Notes: All figures are in euros unless otherwise noted.


GRIFFITH PARK: Moody's Assigns (P)B2 Rating to Class E-R Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued
by Griffith Park CLO Designated Activity Company:

EUR3,000,000 Class X Senior Secured Floating Rate Notes due 2031,
Assigned (P)Aaa (sf)

EUR264,000,000 Class A-1A-R Senior Secured Floating Rate Notes
due 2031, Assigned (P)Aaa (sf)

EUR8,750,000 Class A-1B-R Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR20,500,000 Class A-2A-R Senior Secured Floating Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR20,000,000 Class A-2B-R Senior Secured Fixed Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR16,400,000 Class B1-R Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR15,000,000 Class B2-R Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR26,900,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Baa3 (sf)

EUR24,450,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Ba3 (sf)

EUR11,250,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional rating of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager Blackstone / GSO
Debt Funds Management Europe Limited has sufficient experience
and operational capacity and is capable of managing this CLO.

The Issuer will issue the refinancing notes in connection with
the refinancing of the following classes of notes: Class A-1
Notes, Class A-2A Notes, Class A-2B Notes, Class B Notes, Class C
Notes, Class D Notes and Class E Notes due 2029 (the "Original
Notes"), previously issued on  September 08, 2016 (the "Original
Closing Date"). On the refinancing date, the Issuer will use the
proceeds from the issuance of the refinancing notes to redeem in
full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR 48.7
million of subordinated notes, which will remain outstanding. The
terms and conditions of the subordinated notes will be amended in
accordance with the refinancing notes' conditions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1A-R Notes.
The Class X Notes amortise by 12.5% or EUR 375,000 over the first
8 payment dates, starting on the 1st payment date.

Interest and principal payments due to the Class A-1B-R Notes are
subordinated to interest and principal payments due to the Class
X Notes and the Class A-1A-R Notes.

As part of this reset, the Issuer has set the reinvestment period
to 4.5 years and the weighted average life to 8.5 years. In
addition, the Issuer will amend the base matrix and modifiers
that Moody's will take into account for the assignment of the
definitive ratings.

The Issuer is a managed cash flow CLO. For as long as Class A-1A-
R Notes remain outstanding, at least 96% of the portfolio must
consist of secured senior loans or senior secured notes and up to
4% of the portfolio may consist of unsecured senior obligations,
second-lien loans, mezzanine obligations, high yield bonds and
first lien last out loans; thereafter, at least 90% of the
portfolio must consist of secured senior loans or senior secured
notes and up to 10% of the portfolio may consist of unsecured
senior obligations, second-lien loans, mezzanine obligations,
high yield bonds and first lien last out loans; The underlying
portfolio is expected to be approximately 99.4% ramped as of the
closing date. The issuer will apply approximately EUR 1.2 million
of proceeds from the issuance of refinancing notes to the
purchase of additional collateral obligations in order to fully
ramp-up the portfolio to the target par amount.

Blackstone / GSO will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 4.5-year
reinvestment period. Thereafter, purchases are permitted using
principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk obligations, and are subject
to certain restrictions.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

Factors that would lead to an upgrade or downgrade of the
ratings:

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager's
investment decisions and management of the transaction will also
affect the notes' performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

Moody's used the following base-case modeling assumptions:

Target Par Amount: EUR 440,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2825

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors that are domiciled in countries with LCC below A3 cannot
be purchased.


TOWER EUROPE 2018-1: Moody's Gives (P)B2 Rating to Cl. F Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Rockford
Tower Europe CLO 2018-1 DAC:

EUR218,000,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR30,000,000 Class A-2 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR36,000,000 Class B Senior Secured Floating Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR28,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR24,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Baa3 (sf)

EUR22,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Ba2 (sf)

EUR9,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional rating of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager Rockford Tower
Capital Management, L.L.C. has sufficient experience and
operational capacity and is capable of managing this CLO.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to
10% of the portfolio may consist of unsecured senior obligations,
second-lien loans, mezzanine obligations and high yield bonds.
The portfolio is expected to be approximately 73% ramped as of
the closing date and to comprise of predominantly corporate loans
to obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the five month ramp-up period
in compliance with the portfolio guidelines.

Rockford Tower will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations or defaulted obligations, and are subject to
certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 38.7 million of Subordinated Notes which
will not be rated.

The transaction will incorporate interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

Factors that would lead to an upgrade or downgrade of the
ratings:

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager's
investment decisions and management of the transaction will also
affect the notes' performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 400,000,000

Diversity Score: 43*

Weighted Average Rating Factor (WARF): 2790

Weighted Average Spread (WAS): 3.35%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

  * The covenanted base case diversity score is 44, however
Moody's has assumed a diversity score of 43 as the deal
documentation allows for the diversity score to be rounded up to
the nearest whole number whereas usual convention is to round
down to the nearest whole number

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below. As per the portfolio constraints and the eligibility
criteria, exposures to countries with LCC of A1 or below cannot
exceed 10%, with exposures to LCC of Baa1 to Baa3 further limited
to 5% and with exposures of LCC below Baa3 not greater than 0%.



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


ALITALIA SPA: Board Set to Discuss Offer for Airline
----------------------------------------------------
Gianluca Semeraro at Reuters reports that the board of Italy's
state-owned railway operator was scheduled to meet on Oct. 29 to
discuss an offer for the whole of national carrier Alitalia, a
source close to the matter said.

According to Reuters, the source said any offer by railway group
Ferrovie dello Stato (FS) will be subject to series of
conditions, including finding an industrial partner.

Once a major player in the European airline industry, Alitalia
has suffered in the face of competition from high-speed trains
and low-cost carriers in recent years, eroding its market share
and denting its profits, Reuters relates.

The airline was put under special administration last year and
the government has since been looking for a buyer, Reuters
recounts.

A new ruling coalition, comprising the anti-establishment 5-Star
Movement and the right-wing League, has said the sale would be
finalized by the end of this month, Reuters notes.

Last week, it said there was interest from many private
investors, although it gave no names, Reuters relays.

FS presented a non-binding expression of interest for the airline
this month, giving it access to the group's books, Reuters
discloses.


ITALY: Mulls Aid Options for Banks Amid Budget Plan Concerns
------------------------------------------------------------
Lorenzo Totaro and Jerrold Colten at Bloomberg News report that
Italy's populist leaders are focusing on how to shield the
nation's banks in case market pressure worsens amid a standoff
with the European Union over the government's budget plan.

According to Bloomberg, Corriere della Sera reported on Oct. 29
Premier Giuseppe Conte asked government entities to prepare
options to help the lenders if the decline in the value of their
holdings of government debt requires them to recapitalize.

A spokesman for Mr. Salvini said over the weekend, Conte's
deputies Matteo Salvini from the League and Five Star Movement's
Luigi Di Maio met to discuss the Italian economy, budget and the
country's banks, Bloomberg relates.

"No banks will be in difficulty," Bloomberg quotes the spokesman
as saying.

The Italian government is challenging European rules and the
bond-market consensus by ramping up borrowing next year in a bid
to get the economy going and deliver on its election promises,
Bloomberg discloses.  But with public debt already over 130% of
output, the policy is increasing funding costs and putting
pressure on the country's banking system, Bloomberg states.

Some analysts and officials have warned that a further selloff
could pitch the country toward a full-blown financial crisis,
Bloomberg notes.

Italy is currently trying to find an agreement with the European
Commission after the Brussels-based executive army rejected the
nation's 2019 budget, an unprecedented step in the bloc's
history, Bloomberg relays.

Messrs. Salvini and Tria have signaled in recent days that the
government would come to the aid of troubled banks in the event
of a crisis in the sector brought on by high bond yield spreads,
Bloomberg recounts.



===============
P O R T U G A L
===============


PELICAN MORTGAGES 3: S&P Raises Class C Notes Rating to B
---------------------------------------------------------
S&P Global Ratings raised and removed from CreditWatch positive
its credit ratings on SAGRES STC - Pelican Mortgages No 3's class
B and C notes. At the same time, S&P affirmed and removed from
CreditWatch positive its ratings on the class A and D notes.

S&P said, "The rating actions follow the application of our
relevant criteria and our full analysis of the most recent
transaction information that we have received, and reflect the
transaction's current structural features. We have also
considered our updated outlook assumptions for the Portuguese
residential mortgage market.

"Our structured finance ratings above the sovereign (RAS)
criteria classify the sensitivity of this transaction as
moderate. Therefore, the highest rating that we can assign to the
senior-most tranche in this transaction is six notches above the
Portuguese sovereign rating, or 'AA- (sf)', if certain conditions
are met. For all the other tranches, the highest rating that we
can assign is four notches above the sovereign rating.

"This transaction comprises loans that benefit from a government
subsidy for mortgage interest payments. In order to account for
the risk of a sovereign default, which would affect the
transaction's performance, we have incorporated cash flow
stresses on such subsidies at rating levels above our 'BBB-'
long-term rating on Portugal. For rating levels up to four
notches above the rating on the sovereign, we assume that 75% of
the subsidized interest is lost in the first 18 months of our
recessionary period. For rating levels greater than four notches
above our long-term rating on Portugal, we assume that 100% of
the subsidized interest is lost in the first 18 months of our
recessionary period.

"Our European residential loans criteria, as applicable to
Portuguese residential loans, establish how our loan-level
analysis incorporates our current opinion of the local market
outlook. Our current outlook for the Portuguese housing and
mortgage markets, as well as for the overall economy in Portugal,
is benign. Therefore, we revised our expected level of losses for
an archetypal Portuguese residential pool at the 'B' rating level
to 1.0% from 1.7%, in line with table 80 of our European
residential loans criteria, by lowering our foreclosure frequency
assumption to 2.00% from 3.33% for the archetypal pool at the 'B'
rating level.

"After applying our European residential loans criteria to this
transaction, the overall effect in our credit analysis results is
a decrease in the required credit coverage for each rating level
compared with our previous review, mainly driven by our revised
foreclosure frequency assumptions."

  Rating level     WAFF (%)    WALS (%)
  AAA                 18.04        7.30
  AA                  12.14        5.52
  A                    9.14        2.55
  BBB                  6.74        2.00
  BB                   4.35        2.00
  B                    2.54        2.00

The class A, B, C and D notes' credit enhancement has increased
to 6.93%, 4.48%, 2.42%, and 1.33%, respectively, due to the
notes' amortization, which is pro rata, and the reserve fund
being at its floor required level.

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on the classes of notes in
this transaction should be the lower of (i) the rating as capped
by our RAS criteria, (ii) the rating as capped by our
counterparty criteria, or (iii) the rating that the class of
notes can attain under our European residential loans criteria.

"The application of our RAS criteria caps our rating on the class
A notes at the long-term sovereign credit rating on Portugal
('BBB-'), because this class of notes cannot withstand our severe
or extreme RAS analysis stresses. We have therefore affirmed and
removed from CreditWatch positive our 'BBB- (sf)' rating on the
class A notes.

"Our ratings on the class B and C notes are not capped by our RAS
analysis as the application of our European residential loans
criteria, including our updated credit figures, determines our
ratings on the notes at 'BB- (sf)' and 'B (sf)', respectively. We
have therefore raised to 'BB- (sf)' and 'B (sf)' from 'B- (sf)'
and removed from CreditWatch positive our ratings on the class B
and C notes.

"Under our cash flow analysis, the class D notes still cannot
support the stresses that we apply at the 'B' rating level.
However, we do not expect a default in the near term and the
payment of principal or interest is not dependent on favorable
business, financial, or economic conditions. Furthermore, the
performance of the collateral is stable. The class D notes has
sufficient levels of credit enhancement and a non-amortizing
reserve fund that can be used to cover any interest or principal
shortfalls. We have therefore affirmed and removed from
CreditWatch positive our 'B- (sf)' rating on this class of notes.
Pelican Mortgages No. 3 is a Portuguese RMBS transaction, which
closed in March 2007 and securitizes first-ranking prime mortgage
loans originated by Caixa Economica Montepio Geral."

  RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

  SAGRES STC - Pelican Mortgages No. 3

  Class          Rating
             To          From
  B          BB- (sf)    B- (sf)/Watch Pos
  C          B (sf)      B- (Sf)/Watch Pos

  RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH POSITIVE

  SAGRES STC - Pelican Mortgages No. 3

  Class          Rating
             To          From
  A          BBB- (sf)   BBB- (sf)/Watch Pos
  D          B- (sf)     B- (sf)/Watch Pos



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


AFREN PLC: Two Former Execs Get Six-Year Prison Sentence
--------------------------------------------------------
Noor Zainab Hussain and Sangameswaram S at Reuters report
Britain's Serious Fraud Office said two former executives of
collapsed oil company Afren were sentenced to up to six years in
prison on Oct. 29 after they were convicted of fraud and money
laundering over a US$300 million business deal.

According to Reuters, the SFO said former Afren Chief Executive
Osman Shahenshah and former Chief Operating Officer Shahid Ullah
laundered more than US$45 million, some of which was used to buy
luxury properties in Mustique and the British Virgin Islands.

While the executives have been sentenced to a total of 30 years
in jail, the terms will be served concurrently, Reuters states.
The SFO said Mr. Shahenshah, who was also the co-founder of
Afren, will serve six years, while Ullah will serve five years,
Reuters notes.

A spokeswoman for the SFO said the two men were sentenced on
Oct. 29 and would start the sentence on the same day, as is
normal procedure when custodial sentences are given, Reuters
relates.

The criminal investigation began in June 2015 following a self-
report by Afren, while the defendants were charged with four
offenses in September last year, Reuters discloses.

Afren went into administration in July 2015 after failing to
secure support for a refinancing and restructuring plan, Reuters
recounts.


ALBA PLC 2007-1: S&P Raises Class E Notes Rating to BB
------------------------------------------------------
S&P Global Ratings raised its credit ratings on ALBA 2007-1 PLC's
class B, C, D, and E notes. At the same time, S&P has affirmed
its rating on the class A3 notes.

The rating actions follow its review of the transaction's
performance and the application of its relevant criteria.

S&P said, "The performance has been stable and delinquencies of
more than 90 days have declined to 4.24% from 5.75% since our
previous review.

"Available credit enhancement has increased since our previous
review, due to deleveraging and a non-amortizing reserve fund.
The transaction is currently paying both principal and interest
pro rata because all of the pro rata conditions in the
transaction documents have been met.

"We do not consider the swap documentation in this transaction to
be in line with our current counterparty criteria. Consequently,
we have applied basis stress in our analysis.

S&P said, "The liquidity facility is fully funded. The liquidity
facility agreements held with HSBC Bank PLC do not comply with
our current counterparty criteria, as they do not include a
strong commitment by the liquidity provider to replace itself or
draw to cash its obligation if we downgrade it to below 'A-1+'.
Therefore, in scenarios where we give benefit to the liquidity
facility, our current counterparty criteria cap the maximum
achievable ratings at the long-term issuer credit rating (ICR) on
HSBC Bank ('AA-').

"In our credit and cash flow analysis, the class A3 notes suffer
minor interest shortfalls in 'AAA' stress scenarios without the
benefit of liquidity facility and swap. However, given the high
level of credit enhancement, the fully funded reserve fund and
liquidity facility, and high excess spread, we have affirmed our
'AAA (sf)' rating on the class A3 notes.

"Our analysis indicates that the class B notes cannot withstand
our cash flow stresses at rating levels above the ICR on HSBC
('AA-') without the benefit of the liquidity facility and swap.
We have therefore raised to 'AA- (sf)' from 'A- (sf)' our rating
on the class B notes.

"The class C, D, and E notes pass our cash flow stresses at
higher rating levels than those currently assigned, but given the
current level of arrears, high concentration of interest-only
loans, the pro-rata payment mechanism, and the notes' junior
position in the capital structure, we have raised our ratings on
these classes of notes to only 'A (sf)' from 'BBB (sf)', to 'BBB-
(sf)' from 'BB- (sf)', and to 'BB (sf)' from 'B (sf)',
respectively.

"Our credit stability analysis indicates that the maximum
projected deterioration that we would expect at each rating level
for one- and three-year horizons under moderate stress conditions
is in line with our credit stability criteria."

ALBA 2007-1 is backed by mortgage pools of nonconforming first-
ranking residential mortgages in England, Wales, Scotland, and
Northern Ireland.

  RATING AFFIRMED

  ALBA 2007 - 1 PLC
  Class           Rating
  A3              AAA (sf)

  RATINGS RAISED

  ALBA 2007 - 1 PLC
  Class                    Rating
                  To                    From
  B               AA- (sf)              A- (sf)
  C               A (sf)                BBB (sf)
  D               BBB- (sf)             BB- (sf)
  E               BB (sf)               B (sf)


FOUR SEASONS: Put Up for Sale After Terra Firma Fails to Pay Debt
-----------------------------------------------------------------
The Telegraph reports that Britain's biggest care homes operator
Four Seasons is up for sale after the American hedge fund that
controls much of its GBP500 million debt pile stepped in.

H/2 Capital Partners, which is in effective control of the group,
put the company up for sale on Oct. 26 and has swept aside the
company's senior management, installing Baroness Margaret Ford
and Mark Ordan to the board of directors, The Telegraph relates.

It comes after the care homes giant, which is still nominally
owned by Guy Hands' private equity vehicle Terra Firma, failed to
pay off a portion of debt owed to H/2, The Telegraph notes.

As its principal creditor, the American hedge fund, run by
Spencer Haber, now holds sway over the firm's assets and controls
the group, The Telegraph states.


NEWDAY FUNDING 2018-2: DBRS Assigns Prov. B Rating to Cl. F Notes
-----------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the Class
A1, Class A2, Class B, Class C, Class D, Class E and Class F
Notes (collectively, the Notes) to be issued by NewDay Funding
2018-2 plc. (the Issuer) as follows:

-- AAA (sf) to the Class A1 Notes
-- AAA (sf) to the Class A2 Notes
-- AA (high) (sf) to the Class B Notes
-- A (sf) to the Class C Notes
-- BBB (sf) to the Class D Notes
-- BB (low) (sf) to the Class E Notes
-- B (high) (sf) to the Class F Notes

The ratings of the Notes address the timely payment of interest
and ultimate repayment of principal by the legal maturity date.

The ratings will be finalized upon receipt of an execution
version of the governing transaction documents. To the extent
that the documents and information provided to DBRS as of this
date differ from the executed version of the governing
transaction documents, DBRS may assign different final ratings to
the Notes.

The ratings are based on the considerations listed below:

   -- The transaction capital structure including the form and
sufficiency of available credit enhancement.

   -- Credit enhancement levels are sufficient to support DBRS's
expected charge-off, payment and yield rates under various stress
scenarios.

   -- The ability of the transaction to withstand stressed cash
flow assumptions and repays the Notes according to the terms
under which the Notes have been issued.

   -- NewDay Ltd (the Seller) and its delegates' capabilities
with respect to originations, underwriting, servicing, data
processing and cash management.

   -- DBRS conducted an operational risk review of the Seller and
deems it to be an acceptable servicer.

   -- The transaction parties' financial strength with regard to
their respective roles.

   -- The credit quality of the collateral and diversification of
the collateral and historical and projected performance of the
Seller's portfolio.

   -- The sovereign rating of the United Kingdom, currently rated
AAA by DBRS.

   -- The general consistency of the transaction's legal
structure with DBRS's "Legal Criteria for European Structured
Finance Transactions" methodology, the presence of legal opinions
that are expected to address the true sale of the assets to the
Issuer and non-consolidation of the Issuer with the Seller or
transferor.

The transaction cash flow structure was analysed in DBRS's
proprietary tool.

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


RUBIX GROUP: S&P Affirms B Issuer Credit Rating, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on Rubix Group
Holdings Ltd. and subsidiaries Rubix Group Finco Ltd. and Rubix
Midco 3 Ltd. The outlook remains negative.

S&P said, "At the same time, we affirmed our 'B' issue ratings on
the secured EUR765 million first-lien term loan and EUR65 million
add-on maturing in 2024, and the EUR135 million revolving credit
facility (RCF) due 2023. The recovery rating is unchanged at '3',
reflecting our expectation of meaningful recovery prospects
(rounded estimate: 50%) in the event of a payment default."

Rubix Group Holdings continues to restructure its operations and
integrate bolt-on M&A. In our opinion, related high one-off cash
costs will continue to weigh on EBITDA and cash generation
through 2019. The group plans to reprice its existing EUR765
million term loan B and add EUR65 million to the facility under
the same terms and conditions. This add-on will be used to repay
about EUR35 million of existing RCF drawings, some transaction-
related fees, and to bolster the group's liquidity position and
support its pursuit of rolling bolt-on acquisitions.

Despite slightly lower interest cost on its term debt and an
improved liquidity position, the group still has minimal headroom
under the current rating. S&P said, "We expect its S&P Global
Ratings-adjusted debt to EBITDA to peak at 11.7x in fiscal year
2018 (previously we estimated 9.0x-10.0x). However, we think the
group will deleverage faster than we previously anticipated as a
result of restructuring activity and M&A-related EBITDA
accretion. We forecast adjusted debt to EBITDA of 7.6x in 2019,
trending to below 6.0x in 2020." The group's ability to
deleverage could be compromised if integrating the newly acquired
companies drags on financial performance via increased costs.

S&P said, "Given the current leverage level, we see very little
headroom in the rating and our affirmation carries the explicit
expectation of deleveraging. Brexit presents a potential risk
given that the U.K. represents 12% of group sales and 5% of
purchases for the U.K. business are from the EU. We currently do
not factor Brexit disruption into our forecasts but we capture it
in the negative outlook, which focuses on cash generation."

Since the merger of IPH and Brammer, the combined group continues
to exhibit positive topline growth in most geographies, with a
pro forma compound annual growth rate of 7.5% from year-end 2014
to August 2018 LTM. On the one hand, the group has experienced
good organic growth in France, Germany, Italy, Spain, and Eastern
Europe but weaker results in the U.K. due to exiting unprofitable
contracts. Margins are gradually rising because of Brammer's
operational improvements, as well as integration-related
synergies and value-accretive bolt-on M&As. Rubix Group Holdings
operates in a very fragmented market and we expect management to
continue to pursue its ambitious strategy of growing the group's
geographic footprint, product offering, end-market presence, and
overall market share. S&P assumes management will continue to
drive synergies and raise the group's profitability and cash
flows. If S&P sees underperformance against its base case in this
regard S&P could revise down its assessment of its business risk
profile.

S&P adjusts the group's debt for operating leases, pensions, and
preference shares that it views as debt-like.

S&P's base-case assumes:

-- Top-line growth of 2.5%-3.0% annually. S&P therefore expects
    revenues to reach about EUR2.5 billion in 2018, supported by
    good demand, compared with about EUR2.2 billion in 2017 (on a
    pro forma basis).

-- Some slowdown in reported EBITDA margins (before one-off and
    business combination expenses) to about 5%, against S&P's
    previous forecast of around 7%.

-- For 2018, S&P now expects reported EBITDA before exceptional
     one-off costs will be EUR105 million (reflecting an
     unadjusted EBITDA margin of 4.2%), and an adjusted EBITDA of
     EUR147 million (5.9% margin). Moreover, S&P expects one-off
     cash costs in 2018 will total about EUR70 million-EUR80
     million.

-- The sale of the Swedish MRO business, which was loss making
    under Rubix Group Holdings, should help margin recovery.

-- Reported EBITDA should improve to EUR190 million in 2019 as a
    result of acquisitions and cost-saving initiatives

-- Reported interest expenses of around EUR60 million per year,
    lower than the EUR65 million previously envisaged as a result
    of the expectation to refinance at lower margins.

-- Positive working capital changes in excess of EUR70 million
    in 2018 as the company increases the nonrecourse factoring
     utilization, and slightly positive in 2019 from further use
     of factoring facilities.

-- Capital expenditure (capex) of about EUR30 million per year.

-- About EUR135 million-EUR140 million in acquisitions in 2018,
     including about EUR50 million for Minetti SpA (first
     quarter). The remaining amount is expected to be funded with
     nonrecourse factoring lines, which explains the positive
     change in working capital. S&P said, "We therefore now expect
     nonrecourse factoring utilization will exceed EUR245 million
     by year-end 2018. Recourse factoring is currently EUR23
     million. For 2019, we envisage smaller acquisitions totaling
     about EUR30 million."

-- No dividend or cash upstream to shareholders.

-- No payment of interest on the preference shares, which at
    year-end 2017 amounted to EUR178 million.

Based on these assumptions, we arrive at the following credit
measures:

-- Adjusted debt to EBITDA of 11.7x in 2018 and about 7.6x in
    2019 including preference shares that S&P views as debt-like
    (10.4x and 6.7x, respectively, without).

-- Adjusted FFO to debt of 3%-4% in 2018 and 6%-7% in 2019.

-- Adjusted FFO interest cover of about 2.5x in 2018, improving
    to 3.5x in 2019.

-- Free operating cash flow (FOCF) slightly higher than EUR35
    million in 2018. However, S&P notes that this figure reflects
    sizeable cash inflows from expanded use of the factoring
    facilities.

The RCF has a springing senior secured net leverage covenant, at
7.45x, tested when the RCF is 40% drawn. Equity cures of up to 5x
can be used, with no more than two cures in any four testing
quarters. Cure amounts can be added to EBITDA, deducted from net
debt, or used to repay RCF drawings. We understand that from 2019
the covenant test will be performed even if the RCF is undrawn.
After the repricing and add-on we anticipate ample covenant
headroom.

The negative outlook reflect the very limited rating headroom.
The current rating assumes leverage trending toward, or under, 7x
(including preference shares) and FFO cash interest cover
trending to comfortably more than 2.5x by mid-2019. There is
minimal rating headroom for any deviation from our base case.

S&P said, "We could lower the ratings if debt from debt-funded
acquisitions increased materially or if 2019 cash costs--from
acquisition-related restructuring and integration costs--erodes
cash and EBITDA even further. This could see FFO interest
coverage below 2.5x, leverage materially higher than 8.0x
(including the preference shares as debt), and cash generation
that is insufficient to allow for deleveraging. We could also
lower the ratings if we continue to see material increases in the
use of factoring lines to fund acquisitions. Additional pressure
could stem from a deterioration of liquidity from the current
adequate level, or from a deterioration in the business
environment as a result of a disruptive Brexit.

"Rating upside is unlikely at this stage. We could revise the
outlook to stable if the company were to restore FFO cash
interest coverage to more than 2.5x in 2019 with debt to EBITDA
trending toward 7x on a sustained basis. This would imply higher
EBITDA than in our base case and no payments on the preference
shares that we would see as interest. This might be achieved if
Rubix Group Holdings was able to realize greater synergies and
cost savings from recent acquisitions."


VIRIDIAN GROUP: Moody's Alters Outlook on B1 CFR to Stable
----------------------------------------------------------
Moody's Investors Service has changed the outlook on Viridian
Group's ratings to stable from negative. Concurrently, the rating
agency has affirmed (1) the B1 long-term corporate family rating
(CFR) and B1-PD probability of default rating of the restricted
group of companies owned by Viridian Group Investments Limited
(collectively referred to as Viridian); (2) the B1 (LGD4) rating
on the Senior Secured Notes issued by Viridian Group FinanceCo
Plc and Viridian Power and Energy Holdings DAC (together the
Notes); and (3) the Ba1 (LGD1) rating on Viridian Group Limited's
GBP225 million backed super senior secured revolving credit
facility.

RATINGS RATIONALE

OUTLOOK CHANGED TO STABLE FROM NEGATIVE

The outlook change to stable from negative on of Viridian's
ratings reflects that the company has entered into medium-term
Local Reserve System Agreements (LRSAs) for its thermal
generation plants from the start of the new Integrated Single
Electricity Market (I-SEM), which went 'live' (ultimately) on
October 1,is 2018, thus removing the uncertainty surrounding the
future of these plants. Moody's now expects that Viridian will
remain well positioned against the rating agency's ratio guidance
of debt/EBITDA below 7x for the B1 CFR, with debt/EBITDA at or
slightly above 6x in FY2019 and FY2020.

In the first transitional auction for capacity in I-SEM held in
December 2017, only one of Viridian's two Huntstown plants was
awarded a capacity contract. Viridian subsequently announced that
the new I-SEM market would not adequately remunerate the
Huntstown plants from the start of I-SEM, then scheduled for May
23, 2018, and placed relevant Huntstown stuff on protective
notice of redundancy. Prior to the auction, Moody's had expected
Viridian's thermal generation earnings in FY2019 and FY2020 to be
c. GBP20 million per annum (c. 15% of consolidated group EBITDA
for these years).

Since the auction Viridian has been in discussions with the
system operator, EirGrid Plc, and the energy regulator (the
Commission for Regulation of Utilities, CRU) about securing
mitigating measures, principally a transmission reserve contract,
to ensure that the plants receive sufficient remuneration to be
available to meet local security of supply issues in the Dublin
area. The rating action follows the announcement earlier this
month by the CRU that Viridian had entered into four-year LRSAs
for the Huntstown plants with EirGrid from the start of I-SEM.

With the continued growth in owned renewable assets (Viridian has
completed the build-out of its c. 300MW of installed onshore wind
capacity and is now building an anaerobic digestion plant with
plans for a potential second anaerobic digestion plant), Moody's
expects that the Huntstown plants will represent a smaller but
still material proportion of group EBITDA at the end of the LRSA
agreement, c. 15% in FY2022. Moody's expect further clarity on
the future of the Huntstown plants beyond October 2022 early next
year when the first t-4 capacity auction (for October 2022 --
September 2023) is held.

AFFIRMATION OF VIRIDIAN'S RATINGS

The affirmation of Viridian's ratings reflects the group's
earnings diversity across its businesses, including: thermal
generation; price-regulated supply in Northern Ireland;
unregulated energy supply across the island of Ireland; and a
portfolio of contracted wind farm output. At the same time, the
rating remains constrained by Viridian's high level of leverage,
with debt/EBITDA for the consolidated group of 6.5x at March 31,
2018.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings could be upgraded if Viridian exhibits debt/EBITDA
below 6.0x on a sustained basis.

Although not currently expected, downward rating pressure would
arise if Viridian was unable to meet Moody's ratio guidance for
the current B1 CFR of debt/EBITDA below 7.0x, without an
offsetting improvement in business risk profile.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.

Viridian Group Investments Limited and its subsidiaries are an
integrated power utility based in Dublin and Belfast and
operating across the island of Ireland. Viridian generated
revenue of GBP1,561 million in the full year ending March 2018.


VUE INTERNATIONAL: Moody's Cuts CFR to B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
corporate family rating and to B3-PD from B2-PD the probability
of default rating of international cinema operator Vue
International Bidco p.l.c. Simultaneously, Moody's has downgraded
to B3 from B2 the ratings on Vue's EUR360 million Senior Secured
Floating Rate Notes due 2020 and the GBP300 million Senior
Secured Notes due 2020. The outlook on all ratings is stable.

The rating actions follow weak Q3 results and the announcement
that Vue has agreed to acquire CineStar in Germany at leverage
levels which are not considered to be consistent with a B2
rating. Vue will make an upfront payment of EUR130 million and
variable consideration of up to EUR91.8 million. The acquisition
is to be financed with a EUR114 million bank loan (which has been
underwritten by undisclosed banks) and existing cash resources.

"The downgrade to B3 reflects our view that the debt-financed
CineStar acquisition comes at a time when Vue's leverage is
already elevated at 7x, as a result of weak European markets in
2018, and also at a time of approaching debt maturities," says
Colin Vittery, a Moody's Vice President -- Senior Credit Officer
and lead analyst for Vue.


RATINGS RATIONALE

Moody's considers that the acquisition of CineStar is
complementary to Vue's existing business in Germany and by
creating a market leader with an attendance share greater than
20%, Vue's business profile is enhanced. Pro forma for the
acquisition, Germany & Denmark will account for 31% of Vue's
screens compared to its 15%.

The acquisition price has been structured with fixed (EUR130
million) and variable elements (up to EUR91.8 million based on
German market attendance in 2019) to mitigate concerns at
continuing weakness in the German market. The acquisition is
being financed with a combination of EUR114 million committed
bank financing and cash on balance sheet and Moody's will also
make a standard debt adjustment to reflect the leasehold
properties being acquired. Pro forma for the transaction, Moody's
adjusted leverage will remain at 7x, which exceeds the maximum
leverage tolerance for the existing B2 rating category.

Vue's B3 rating reflects (1) the relative maturity of the
industry, which limits growth prospects; (2) the high post-
acquisition pro forma Moody's adjusted Debt/EBITDA of 7x ; (3)
the inherent volatility of the industry, which relies on studio's
ability to deliver appealing movie slates; (4) recent admissions
and price volatility, particularly in Germany and Italy, where
the local content offer has not offset the impact of the hot
summer and FIFA World Cup; (5) potential disruption from new and
alternative movie distribution channels; (6) the management and
integration risks associated with the CineStar acquisition; and
(7) approaching debt maturities in 2019 and 2020.

Vue's B3 rating also recognizes (1) the company's market
diversification and established positions in the UK, Germany,
Poland, Italy and the Netherlands; (2) an expectation of market
recovery in Germany and Italy in 2019 that will improve credit
metrics; (3) the value inherent in control of the first run
window; (4) the quality of the estate; and (5) the resilience of
the industry, given a strong value proposition.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook on the ratings reflects Moody's expectations
that Vue will deliver an improved performance in fiscal 2019 and
will successfully integrate the CineStar acquisition. Moody's
also expects that Vue will successfully refinance its approaching
revolving credit facility and term debt maturities in the coming
months, while maintaining adequate liquidity in the meantime.

The rating does not incorporate any assumption of additional
large debt-financed acquisitions.

WHAT COULD CHANGE THE RATING UP/DOWN

Given post-acquisition pro forma leverage of 7x and an
expectation of steady deleveraging, Moody's considers that Vue is
well placed in its B3 rating category and upward pressure is not
expected in the next 18 months, under the present capital
structure.

Upward pressure may arise if (1) Vue's operating profitability
improves and cost synergies relating to the CineStar acquisition
are delivered, such that financial leverage is sustained below
6.5x; (2) Vue delivers positive free cash flow; and (3)
approaching debt maturities are addressed.

Downward pressure may arise should there be deteriorating
operating profitability and negative free cash flow that would
lead to financial leverage approaching 7.5x over the next 12 to
18 months. Moreover, immediate downward pressure could result
from a deterioration in the company's liquidity.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Vue International Bidco p.l.c.

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

Corporate Family Rating, Downgraded to B3 from B2

Senior Secured Regular Bond/Debenture (Foreign Currency) Jul 15,
2020, Downgraded to B3 from B2

Outlook Actions:

Issuer: Vue International Bidco p.l.c.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Vue is a leading international cinema operator, managing
respected brands in major European markets and is the second
largest European cinema operator in terms of number of screens
(post-acquisition of CineStar). As at August 31, 2018, Vue
operated 214 cinemas and 1,920 screens across the UK, Ireland,
Germany, Denmark, Poland, Italy, the Netherlands, Latvia,
Lithuania and Taiwan. For the 12 months ended February 2018, the
company generated revenue of GBP799.9 million and company-
adjusted EBITDA of GBP125.2 million. Vue is owned by OMERS
(37.1%), AIMCo (37.1%) and management.


* UK: Companies in Distress Rise to 19.3% in Third Quarter 2018
---------------------------------------------------------------
Andy Bruce at Reuters reports that official data showed on Oct.
30 the number of companies registering as insolvent in England
and Wales rose by 19.3% year-on-year during the third quarter on
an underlying basis.

According to Reuters, this was the biggest increase since the
second quarter of 2009, during the depths of the financial
crisis, and was driven by an increase in creditors' voluntary
liquidations.



                            *********

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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                 * * * End of Transmission * * *