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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

          Thursday, March 14, 2019, Vol. 20, No. 53

                           Headlines



F R A N C E

FNAC DARTY: S&P Raises ICR to BB+ on Improving Profitability


I R E L A N D

ARBOUR CLO VI: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
ARBOUR CLO VI: Moody's Assigns (P)B3 Rating to Class F Notes
CBOM FINANCE: Fitch Rates Upcoming USD Sr. Bond Issue 'BB-(EXP)'
CVC CORDATUS XIV: Fitch Gives 'B-(EXP)sf' Rating to Class F Debt
CVC CORDATUS XIV: Moody's Assigns (P)B2 Rating to Class F Notes



L U X E M B O U R G

GILEX HOLDING: Fitch Affirms LT IDRs at BB, Outlook Stable


N E T H E R L A N D S

FAXTOR ABS 2005-1: Fitch Cuts to Dsf, Withdraws Cl. B Notes Rating
PETROBRAS GLOBAL: S&P Rates New Sr. Unsec. Notes Due 2049 'BB-'


R U S S I A

CREDIT BANK OF MOSCOW: S&P Rates New US$ Sr. Unsec. LPNs 'BB-'
RUSSNEFT PJSC: Fitch Affirms 'B' LT IDR, Alters Outlook to Pos.


S P A I N

HIPOCAT 8: Fitch Affirms Class D Debt at 'BBsf'


U N I T E D   K I N G D O M

DEBENHAMS PLC: Pension Regulator's Role in Refinancing Probed
DEBUSSY DTC: DBRS Confirms B Rating on Class A Notes
FINSBURY SQUARE 2019-1: DBRS Gives Prov. C Rating to Class X Notes
HNVR MIDCO: S&P Alters Outlook to Negative & Affirms 'B' ICR
JAMIE'S ITALIAN: HSBC May Have to Write Off GBP17 Million

KIER GROUP: Debt Pile Higher Than Previously Reported
LA BELLE: Has Five Years to Repay Debt to Creditors Under CVA
LB RE FINANCING: March 29 Claims Filing Deadline Set

                           - - - - -


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F R A N C E
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FNAC DARTY: S&P Raises ICR to BB+ on Improving Profitability
------------------------------------------------------------
S&P Global Ratings is raising to 'BB+' from 'BB' its long-term
issuer credit rating on FNAC Darty SA and its issue rating on the
group's senior unsecured debt.

French consumer electronics retailer FNAC Darty SA (Fnac)'s
profitability and credit metrics exceeded S&P's expectations,
indicating stronger creditworthiness, thanks to the group's product
and service initiatives and prudent financial policy. S&P forecasts
that earnings and profitability will keep rising, but slower than
in recent quarters, as low like-for-like growth due to fierce
competition balances new store openings and small bolt-on
acquisitions; S&P also anticipates solid cash flows and a healthy
balance sheet, notwithstanding shareholder payouts.

The upgrade reflects Fnac's continuous profitability improvements,
translating into strong cash flow generation and rapid deleveraging
since the Darty acquisition in 2016, despite a very challenging
retail market. In S&P's view, this sound operating performance
stems from the group's success in executing its strategy, including
a strengthened customer value proposition, a more effective pricing
strategy, and improved online capabilities and services.

S&P said, "We believe that management will continue to advance its
strategic plans, including enhancing Fnac's differentiation from
its peers, in particular, pure internet players such as Amazon, as
it seeks to diversify its revenue streams. We think these
initiatives will fuel Fnac's top-line growth and expansion of its
leading market-share. Furthermore, notwithstanding the full
integration of Darty, we believe the group has further room to
optimize its cost structure, particularly thanks to the benefits of
a purchasing alliance with Carrefour. We also expect that Fnac will
maintain its strong balance sheet and solid credit ratios after the
transition to International Financial Reporting Standard (IFRS) 16
this year."

In 2018, Fnac posted positive, albeit benign, sales growth of 0.4%
despite difficult trading conditions marked by unfavorable weather
conditions in the first quarter, strikes in the second quarter, and
particularly by the "yellow vest" movement in the last quarter.
More importantly, and in light of its low overall growth, the group
posted reported EBITDA before exceptional items of EUR399 million,
compared with S&P's forecast of EUR377 million. This is the second
year in a row of profitability outperformance, which translates
into a year-on-year improvement in the EBITDA margin before
exceptional items of 30 basis points (bps) to 5.3% (50 bps and 4.8%
including exceptional items, respectively). Higher profitability,
coupled with tight cash flow management and a prudent financial
policy, resulted in a positive net cash position of about EUR10
million as of year-end 2018, despite about EUR60 million of one-off
and exceptional items that weighed on cash generation. These
factors also enabled Fnac to strengthen its credit metrics,
including an EBITDAR (EBITDA plus rent) coverage ratio approaching
2.4x.

S&P said, "In our view, this robust performance originates from
Fnac's advancement in streamlining its operating model. Fnac
operates in the highly competitive and commoditized consumer
electronics industry, which has exhibited largely flat growth over
the past few years. Nevertheless, the group has gained market
shares across its core product categories, thanks to its focus on
services that resonate with customers and its omni-channel sales
strategy, which underpins its strong position in facing the intense
price competition from pure players.

"In our view, Fnac's established service capabilities complement
its product sales in many categories, especially white goods; offer
more value relative to peers; and provide an additional source of
margin. For instance, we see Fnac as a key retail channel for
consumer electronics manufacturers such as Apple, Sony, Samsung,
and LG Electronics, because most of these companies do not have a
meaningful store presence in Europe." Therefore, they depend on
Fnac's--and other retailers'--distribution channels and product
expertise. Fnac's good store locations in France, multichannel
presence, focus on the store-within-a-store concept, and strong
liquidity, are some of the key factors that should enable the group
to maintain good vendor relationships.

S&P said, "Fnac's service capabilities and loyalty programs, two
strong elements of its brand reputation, help strengthen its
competitive edge, since they foster customer loyalty, in our view.
The group's growth is also supported by its various
product-diversification initiatives, such as the
store-within-a-store concept or increasing product categories such
as toys and internet-connected devices. As a result, we estimate
that the group generates a sizeable portion of revenues from
product categories that were not commercialized five years ago."

Furthermore, while Fnac offers delivery times comparable with those
of Amazon or C-Discount on the costly last mile, it also builds on
its omni-channel sales strategy to mitigate the pressure on
profitability stemming from home delivery solutions. In particular,
the group's focus on click-and-collect solutions has enabled it to
both improve profitability and attract greater footfall in stores.
For instance, of the 19% of sales generated from the online
operations, S&P regards 49% omni-channel and hence not reliant on
expensive last-mile delivery solutions. In addition, Fnac's
marketplace enables it to offer a range of products to its
customers comparable with those C-Discount provides.

In addition, Fnac keeps a constant focus on cost control to
mitigate the pressure and volatility stemming from inherent
industry dynamics, including lumpy new product launches, which
cause swings in comparable same-store sales. For instance, to
reinforce its bargaining power, Fnac has signed a purchasing
agreement with Carrefour, and should benefit from it in 2019. Fnac
has also worked on the automation of some of its warehouses, which
will limit the operating expenditure associated with automation.
Part of the cost improvement will also stem from the phasing out of
restructuring costs related to the Darty acquisition, although S&P
still expects about EUR15 million of ongoing restructuring charges.
These measures, as well as the group's focus on rebalancing revenue
streams toward more dynamic growth segments, in S&P's view explain
its sound performance relative to comparable European players such
as Dixons Carphone or Ceconomy, which both issued profit warnings
in 2018.

That said, Fnac's operating model remains constrained by its
limited international footprint, the low growth prospects of its
core business lines, and its inherent volatility. The partnership
with Carrefour partially offsets the group's lack of scale in
comparison with wider worldwide peers such as Best Buy Inc. or Gome
Retail. However, S&P still believes that Fnac's operating leverage
is relatively high, with important fixed costs, particularly rental
costs given the group's relatively prime locations, and leaves
limited headroom for underperformance.

Furthermore, although S&P acknowledges Fnac's continued
deleveraging, it notes the inherent seasonality of the business,
both in terms of cash consumption and sales pattern. For instance,
reported EBITDA was just EUR95 million as of the first half of 2018
compared with EUR399 million for the full year 2018, whereas cash
was EUR497 million compared with EUR919 million at year-end 2018,
albeit improving by EUR140 million year on year.

S&P said, "Lastly, we expect a material effect on Fnac's credit
metrics from the transition to IFRS 16. We expect the net present
value (NPV) of operating lease commitments to range between EUR900
million and EUR1.1 billion, translating into an implied NPV of
lease commitments to annual rent expense of about 5x, compared with
3x in our current assessment. That said, in our most conservative
IFRS 16 simulation, incorporating EUR1.1 billion of additional debt
and a EUR220 million uplift to EBITDA, S&P Global Ratings-adjusted
debt to EBITDA would remain robust, ranging slightly below 2.0x in
fiscal year 2019, about 0.5x-0.7x higher than our current estimate.
Funds from operations (FFO) to debt would stand at about 35%,
compared with about 50%-60% in our base case.

"The stable outlook reflects our expectation that, over the next 12
months, Fnac will keep increasing its earnings alongside robust
cash flow generation. This should allow the group to maintain its
conservative financial indebtedness and credit metrics, with high
cash balances that provide some cushion in the event of an earnings
decline due to either stronger competitive pressure or an economic
downturn. In our base case, we forecast an adjusted EBITDA margin
ranging from 8.0% to 8.5%, with EBITDAR coverage reaching 2.6x in
2019.

"We could lower the rating on Fnac over the next 12 months if the
group's operating performance and earnings were to weaken, in
particular if the group failed to maintain its positive top-line
growth or EBITDA margin without reliable prospects of a near-term
improvement, translating into reported free operating cash flow
(FOCF) falling below EUR100 million. This could stem from fiercer
price competition than in recent years--especially from large
specialized and diversified retailers and online platforms--in the
group's commoditized end markets. It could also stem from Fnac's
failure to execute its strategy focused on raising the share of
high-margin unique and service-based offerings in the overall
product mix.

"A downgrade could also arise from a more aggressive financial
policy than we anticipate, resulting in an erosion of the group's
large cash cushion and credit metrics. In that scenario, pressure
on the ratings could arise if, for a prolonged period, adjusted
debt to EBITDA exceeded 2x, FFO to debt declined below 35%, or the
EBITDAR coverage ratio fell short of 2.5x.

"Although unlikely over the near term, we could consider an upgrade
if Fnac meaningfully increased its service offerings and other
product initiatives that provide more stable revenues, and/or
expanded its international operations. This would support the
group's long-term earnings growth trajectory becoming less
volatile, profitability rising to align with that of peers on a
sustainable basis, and cash generation balancing more evenly
between quarters. This could mitigate the risks we associate with
the group's highly discretionary addressable markets, featuring
intense and rising competition and inherently low margins. In
addition, we would expect the group to maintain a conservative
financial policy with consistently robust credit metrics for a
potential upgrade, in particular a substantial improvement of the
EBITDAR ratio."



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ARBOUR CLO VI: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Arbour CLO VI DAC expected ratings, as
follows:

EUR240 million Class A: 'AAA(EXP)sf'; Outlook Stable

EUR26.8 million Class B-1: 'AA(EXP)sf'; Outlook Stable

EUR20 million Class B-2: 'AA(EXP)sf'; Outlook Stable

EUR22.2 million Class C: 'A(EXP)sf'; Outlook Stable

EUR28 million Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR23 million Class E: 'BB-(EXP)sf'; Outlook Stable

EUR9.4 million Class F: 'B-(EXP)sf'; Outlook Stable

EUR0.25 million Class M: 'NR(EXP)sf'

EUR40.675 million subordinated notes: 'NR(EXP)sf'

The assignment of the final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

Arbour VI CLO DAC is a cash flow collateralised loan obligation
(CLO). Net proceeds from the notes will be used to purchase a
portfolio of EUR400 million of mostly European leveraged loans and
bonds. The portfolio is actively managed by Oaktree Capital
Management (Europe) LLP. The CLO envisages a 4.5-year reinvestment
period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 30.6.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rating (WARR) of the identified
portfolio is 66.4%.

Diversified Asset Portfolio

The maximum exposure to the top 10 obligors assumed for assigning
the expected ratings is 23% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the three
largest (Fitch-defined) industries in the portfolio is covenanted
at 40%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.

Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests.

Limited Interest Rate Risk

Up to 15% and no less than 5% of the portfolio can be invested in
unhedged fixed-rate assets, while fixed-rate liabilities represent
5% of the target par. Fitch modelled both 5% and 15% fixed-rate
buckets and found that the rated notes can withstand the interest
rate mismatch associated with each scenario.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to three notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to four notches at the 'BB-' rating level and of up to two
notches for other rated notes.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.

ARBOUR CLO VI: Moody's Assigns (P)B3 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to seven
classes of notes to be issued by Arbour CLO VI Designated Activity
Company:

EUR 240,000,000 Class A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 26,800,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Assigned (P)Aa2 (sf)

EUR 22,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR 28,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

EUR 23,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba3 (sf)

EUR 9,400,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Assigned (P)B3 (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

The provisional ratings reflect the risks due to defaults on the
underlying portfolio of assets, the transaction's legal structure,
and the characteristics of the underlying assets. Furthermore,
Moody's is of the opinion that the Collateral Manager, Oaktree
Capital Management (Europe) LLP ("Oaktree Capital" or the
"Manager"), has sufficient experience and operational capacity and
is capable of managing this CLO.

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

Oaktree Capital 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.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 250,000 of Class M Notes and EUR 40,675,000
of subordinated notes, both of which will not be rated. The Class M
Notes accrue interest in an amount equivalent to a certain
proportion of the senior and subordinated collateral management
fees.

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
March 2019.

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

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

Moody's modeled the transaction using 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 March 2019.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

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

Target Par Amount: €400,000,000

Diversity Score: 42*

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8.50 years

(*) The covenanted base case Diversity Score is 43, however we have
assumed a diversity score of 42 as the transaction 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

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
government bond ratings of A1 or below. According to the portfolio
constraints, the total exposure to countries with a local currency
country risk bond ceiling ("LCC") between "A1" and "A3" shall not
exceed 10.0%, while the total exposure to countries with LCC lower
than A3 shall not exceed 0%.

CBOM FINANCE: Fitch Rates Upcoming USD Sr. Bond Issue 'BB-(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned CBOM Finance PLC's (Ireland) upcoming
issue of USD-denominated senior unsecured bonds an expected
'BB-(EXP)' rating.

CBOM Finance PLC, an Irish SPV issuing the bonds, will be
on-lending the proceeds to Russia's Credit Bank of Moscow (CBM;
Long-Term Foreign- and Local-Currency Issuer Default Rating (IDRs)
'BB-'/Stable, Short-Term Foreign-Currency IDR 'B', Viability Rating
(VR) 'b+', Support Rating '4' and Support Rating Floor 'B').

The issue size and the coupon rate are yet to be determined, while
the tenor is expected to be five-to-six years. Proceeds from the
issue are expected to be used for general banking purposes.

The final rating is contingent upon the receipt of final documents
conforming to information already received.

KEY RATING DRIVERS

The expected rating is in line with CBM's Long-Term IDR of 'BB-',
as the notes will represent unconditional, senior unsecured
obligations of the bank.

CBM's IDRs of 'BB-' are one notch higher than the bank's 'b+' VR,
reflecting Fitch's view that the risk of default on senior
obligations (the reference obligations which IDRs rate to) is lower
than the risk of the bank needing to impose losses on subordinated
obligations to restore its viability (which the VR rates to). This
is due to the large volume of junior debt (the additional Tier 1
perpetual and the Tier 2 subordinated debt), which amounted to
around 12% of IFRS risk-weighted assets at end-2018 and could be
used to restore solvency and protect senior debt holders in case of
a material capital shortfall at the bank.

The 'b+' VR reflects the bank's relatively big franchise, strong
pre-impairment profitability, decent core capitalisation, and
comfortable liquidity and funding profile. At the same time, the
rating factors in potential weakness in asset quality.

RATING SENSITIVITIES

The expected rating is linked to CBM's Long-Term IDR, which in turn
is sensitive to material strengthening/weakening of asset quality
and capitalisation.

The Long-Term IDR and senior debt ratings could be downgraded to
the level of the VR if the coverage of the bank's risky asset
exposures by its junior debt decreases significantly, increasing
the risk of losses for senior creditors in case of the bank's
failure.

CVC CORDATUS XIV: Fitch Gives 'B-(EXP)sf' Rating to Class F Debt
----------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XIV Designated
Activity Company expected ratings, as follows:

EUR2.0 million Class X: 'AAA(EXP)sf'; Outlook Stable

EUR211 million Class A-1: 'AAA(EXP)sf'; Outlook Stable

EUR25 million Class A-2: 'AAA(EXP)sf'; Outlook Stable

EUR10 million Class A-3: 'AAA(EXP)sf'; Outlook Stable

EUR35.8 million Class B-1: 'AA(EXP)sf'; Outlook Stable

EUR5 million Class B-2: 'AA(EXP)sf'; Outlook Stable

EUR24.8 million Class C: 'A(EXP)sf'; Outlook Stable

EUR26.0 million Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR22.4million Class E: 'BB- (EXP)sf'; Outlook Stable

EUR8.8 million Class F: 'B-(EXP)sf'; Outlook Stable

EUR40.4million Class M-1: 'NR(EXP)sf'

EUR1 million Class M-2: 'NR(EXP)sf'

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

CVC Cordatus Loan Fund XIV Designated Activity Company is a
securitisation of mainly senior secured loans (at least 90%) with a
component of senior unsecured, mezzanine, and second-lien loans. A
total expected note issuance of EUR412.2 million will be used to
fund a portfolio with a target par of EUR400 million. The portfolio
will be managed by CVC Credit Partners European CLO Management LLP.
The CLO envisages a 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'/'B-'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 33.75, while the indicative covenanted
maximum Fitch WARF for assigning the expected ratings is 34.5.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 64.2%, while the indicative covenanted minimum Fitch
WARR for assigning expected ratings is 63.4%.

Limited Interest Rate Exposure

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 7.5% of the target par.
Fitch modelled both 0% and 10% fixed-rate buckets and found that
the rated notes can withstand the interest rate mismatch associated
with each scenario.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the three
largest (Fitch-defined) industries in the portfolio is covenanted
at 39%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.

Adverse Selection and Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated notes.
A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the rated notes.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.

CVC CORDATUS XIV: 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 XIV Designated Activity Company:

EUR 2,000,000 Class X Senior Secured Floating Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR 211,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 25,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR 10,000,000 Class A-3 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 35,800,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 5,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Assigned (P)Aa2 (sf)

EUR 24,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR 26,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

EUR 22,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba3 (sf)

EUR 8,800,000 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

As described in its methodology, the ratings analysis considers the
risks associated with the CLO's portfolio and structure. In
addition to quantitative assessments of credit risks such as
default and recovery risk of the underlying assets and their impact
on the rated tranche, Moody's analysis also considers other various
qualitative factors such as legal and documentation features as
well as the role and performance of service providers such as the
collateral manager.

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 75% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe.

CVC Credit Partners European CLO Management LLP ("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, subject to certain restrictions,
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 250,000 over the first 8
payment dates starting on the 2nd payment date.

Interest and principal payments due to the Class A-3 Notes are
subordinated to interest and principal payments due to the Class X
Notes, the Class A-1 Notes and the Class A-2 Notes. The Class X,
Class A-1 Notes and Class A-2 Notes' payments are pro rata and pari
passu.

In addition to the ten classes of notes rated by Moody's, the
Issuer will issue EUR41.4 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.

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
March 2019.

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 March 2019.

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

Par Amount: EUR 400,000,000

Diversity Score: 45

Weighted Average Rating Factor (WARF): 2830

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 4.65%

Weighted Average Recovery Rate (WARR): 43.30%

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
cannot be domiciled in countries with LCC below A3.



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

GILEX HOLDING: Fitch Affirms LT IDRs at BB, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Gilex Holding S.a r. L's (GH) Long-Term
Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB'.
The Rating Outlook is Stable.

KEY RATING DRIVERS

IDRS AND SENIOR DEBT

GH's ratings are driven by the business and financial profile of
its subsidiaries, particularly its main operating subsidiary, Banco
GNB Sudameris S.A. (GNB, BB+/Stable). Moderate double leverage,
good cash flow metrics and a sound competitive position in multiple
jurisdictions also support GH's ratings.

GH's Long-Term IDRs are one notch below those of GNB, reflecting
GH's double leverage, which is at a moderate level (around 1.14x).
Fitch expects this ratio to remain fairly stable, unless the group
embarks on a rapid asset growth (including inorganic), which is not
Fitch's base case scenario in the short term. The double leverage
would potentially increase in 2019 up to 1.45x in the alternative
scenario of complete use of the USD345 million senior secured
notes, except its $25 million minimum liquidity requirement.

Debt servicing on its liabilities is heavily reliant on dividend
upstreaming from its operating subsidiaries, which include a
covenant of at least a dividend pay-out ratio of 50% of GNB net
income. Per unaudited information, consolidated earnings for the
Colombian entity and those in Peru and Paraguay were at historic
levels, reporting a net income figure of approximately USD70
million while the interest expenses should be around USD29.3
million. Under a 50% of dividend pay-out ratio scenario, the
interest coverage of dividends for 2019 is expected to be around
1.4x. New regulation in the Colombian banking system regarding
consolidated regulatory focus in GH will support the capacity of
its operating subsidiaries to upstream dividends once fulfilled
regulatory requirements both at the subsidiary and holding level.

The rating assigned to GH's issuance is aligned to the company's
Foreign Currency IDR, as despite being senior secured and
unsubordinated obligations, in Fitch's view, the amount pledged
would have not had a significant impact on recovery rates.

GNB's IDRs are driven by the bank's Viability Rating (VR) of 'bb+'.
The bank's VR is highly influenced by its moderate franchise in
Colombia, Peru and Paraguay and tight capitalization metrics. The
bank's risk policies reflect GNB's ability to conservatively manage
risks and preserve strong asset quality ratios through various
economic cycles, while improving its liquidity profile and asset
liability management.

RATING SENSITIVITIES

IDRS AND SENIOR DEBT

GH's ratings are sensitive to a change in GNB's ratings, and the
rating of the former will likely move in line with potential rating
changes in the latter. However, a material and consistently
increase in GH's common equity double leverage (above 120%), or
deterioration in its debt servicing ability, could negatively
impact GH's rating and widen the difference relative to GNB's
ratings.

The ratings of the notes are sensitive to any change in GH's
Foreign Currency IDR.

Fitch has affirmed the following ratings:

  -- Long-Term Local and Foreign Currency IDR at 'BB'; Outlook
Stable;

  -- Short-Term Local and Foreign Currency IDR at 'B';

  -- USD senior secured unsubordinated notes at 'BB'.



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

FAXTOR ABS 2005-1: Fitch Cuts to Dsf, Withdraws Cl. B Notes Rating
------------------------------------------------------------------
Fitch Ratings has downgraded Faxtor ABS 2005-1 B.V.'s class B notes
to 'Dsf' from 'CCsf'. Fitch is withdrawing the rating as this last
remaining rated note has defaulted and accordingly, Fitch will no
longer provide analytical coverage for the issuer.

The transaction was a structured finance collateralised debt
obligation (SF CDO) with exposure to various structured finance
assets.

KEY RATING DRIVERS

The class B notes defaulted due to a missed scheduled interest
payment (EUR49,495.47) on the January 2019 payment date. Interest
funds were insufficient to make the class B interest payment and
principal funds were no longer available as the notes are now the
most senior and the interest can no longer be deferred. If and when
the transaction goes into enforcement, Fitch expects the unpaid
interest to be paid off as the transaction switches to the
post-enforcement waterfall.

Fitch expects the notes to recover at or close to the full
principal balance outstanding, as there is EUR11,137,786 in assets
at or above investment-grade to cover the remaining class B notes'
balance of EUR10,667,355. Total assets underlying the transaction
are currently EUR16,495,418.

RATING SENSITIVITIES

Not applicable.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has not conducted any checks on the consistency and
plausibility of the information it has received about the
performance of the asset pool and the transaction. Fitch has not
reviewed the results of any third party assessment of the asset
portfolio information or conducted a review of origination files as
part of its ongoing monitoring.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.

PETROBRAS GLOBAL: S&P Rates New Sr. Unsec. Notes Due 2049 'BB-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' debt rating on Petrobras
Global Finance B.V.'s (PGF's) proposed senior unsecured notes due
2049. PGF is a wholly-owned finance subsidiary of Brazilian oil and
gas company, Petroleo Brasileiro S.A. - Petrobras (Petrobras;
BB-/Stable/--). Petrobras will unconditionally and irrevocably
guarantee the notes.

At the same time, Petrobras is proposing an add-on to its senior
unsecured notes due 2029. The state-owned oil company will use the
net amount from those issuances to finance the tender offer on
several bonds due 2021-2025.

S&P said, "We rate PGF's senior unsecured debt the same as our
issuer credit rating on Petrobras, based on the guarantee of this
debt and because the latter has limited secured debt collateralized
by real assets. Even if the senior unsecured debt ranked behind the
subsidiaries' debt in the capital structure, we believe the risk of
subordination is mitigated by a priority debt ratio that's far less
than 50% and the significant earnings generated on the parent
level.

Petrobras' rating performance will continue dependent on the
Brazilian sovereign rating (BB-/Stable/B) trajectory as the latter
acts as a cap on the company's credit profile. Also, S&P expects
the company to sustain a sound performance thanks to a growing
production, a continued debt reduction, solid portfolio management,
in terms of capex discipline/efficiency and asset sales, and the
maintenance of effective and solid governance standards. Those
factors led S&P to recently revise the company's stand-alone credit
profile to 'bb' from 'bb-'.

  RATINGS LIST

  Petroleo Brasileiro S.A. - Petrobras
    Issuer credit rating                    BB-/Stable/--

  Rating Assigned

  Petrobras Global Finance B.V.
    Senior unsecured                        BB-



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

CREDIT BANK OF MOSCOW: S&P Rates New US$ Sr. Unsec. LPNs 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issue rating to the
proposed U.S.-dollar-denominated senior unsecured LPNs to be issued
by Russia-based CREDIT BANK OF MOSCOW (BB-/Stable/B) via its
financial vehicle, CBOM Finance PLC. The rating is subject to its
analysis of the notes' final documentation.

S&P rates the proposed LPNs 'BB-', at the same level as its
long-term issuer credit rating on CREDIT BANK OF MOSCOW because the
notes meet certain conditions in its group rating methodology
regarding issuance by special-purpose vehicles (SPVs).

Specifically, S&P rates LPNs issued by an SPV at the same level as
equivalent-ranking debt of the underlying borrower (the sponsor)
and treat the contractual obligations of the SPV as financial
obligations of the sponsor if the following conditions are met:

-- All of the SPV's debt obligations are backed by
equivalent-ranking obligations with equivalent payment terms issued
by the sponsor;

-- The SPV is a strategic financing entity for the sponsor set up
solely to raise debt on behalf of the sponsor's group; and

-- S&P believes the sponsor is willing and able to support the SPV
to ensure full and timely payment of interest and principal on the
debt issued by the SPV when it is due, including payment of any of
the SPV's expenses.

The purpose of the proposed LPNs is to finance a loan to CREDIT
BANK OF MOSCOW. The tenor of the issue is to be between five and
six years. The final terms of the issue will be defined at the time
of the notes' placement.

Following its review, S&P concludes that CREDIT BANK OF MOSCOW's
proposed U.S.-dollar-denominated LPNs meet all the conditions set
out by its criteria.

RUSSNEFT PJSC: Fitch Affirms 'B' LT IDR, Alters Outlook to Pos.
---------------------------------------------------------------
Fitch Ratings has revised PJSC Russneft's Outlook to Positive from
Stable; while affirming the oil company's Long-Term Issuer Default
Rating (IDR) at 'B'.

The Outlook revision reflects Russneft's decreasing leverage,
driven by improved per-barrel profitability on the back of higher
oil prices and more production coming from depleted and
hard-to-recover reserves, which benefit from tax incentives. Fitch
believes that in the future Russneft should be able to generate
moderately positive free cash flow (FCF). Fitch expects the
so-called 'tax manoeuvre' undertaken by the Russian state will not
have material consequences for the company, given its lack of
exposure to downstream activity. An upgrade would be contingent on
Russneft improving its liquidity while meeting scheduled debt
amortisation together with net leverage being maintained below 4x.

Russneft is a medium-scale independent Russian oil producer with an
upstream output of around 140,000 barrels per day (kb/d), excluding
non-consolidated assets in Azerbaijan. The rating is constrained by
the company's lower absolute earnings and higher production costs
compared with other Russian producers', which makes Russneft more
exposed to potential changes in the tax regime (e.g. abolition of
tax benefits) and oil prices. Concentrated ownership is also a
constraint.

KEY RATING DRIVERS

Deleveraging Continues: Russneft's funds from operations (FFO) net
leverage (adjusted for operating leases and including long-term
prepayments and preferred stock) fell to 3.4x in 2018 (as per
Fitch's forecast) from 4.8x in 2017. Fitch's current forecasts are
for Russneft's adjusted net leverage (including operating leases,
long-term prepayments and preferred stock) to remain below 3.5x
over the period to 2021, in line with the company's deleveraging
plans.

Tax Incentives Boost Earnings: Russneft benefits from tax
incentives enacted by the government to stimulate production from
depleted and hard-to-recover reserves, where production costs are
higher. Russneft's strategy is to ramp up production at such
fields, eg, Tagrinskoye and Sredne-Shapshinskoye in western
Siberia, through the application of enhanced oil recovery
techniques, such as horizontal drilling and multi-stage fracking.
This strategy has already started to yield results as Russneft
managed to improve per-barrel earnings and reverse the decline in
production observed prior to mid-2016 and marginally increase
production throughout 2017-18.

Stable Production and Reserves: Fitch conservatively assumes
Russneft's production to remain broadly flat over 2018-20 in view
of OPEC+ restrictions, which may be extended. Russneft's oil
production and reserves are commensurate with the 'BB' rating
category; however, the rating reflects some remaining execution
risks related to the company's growth strategy, and higher
susceptibility to potential changes in taxation (eg, removal of tax
incentives) than other Russian producers in view of the company's
higher production costs.

Long-Term Prepayments: Glencore, Russneft's second-largest
shareholder (33% of the common stock), has been supporting Russneft
through funds, which include long-term prepayments for future oil
supplies. Fitch estimates that such outstanding prepayments
amounted to RUB22.6 billion at end-2018. Fitch views prepayments as
effectively a debt-like instrument. However, Fitch  understands
from management that the Glencore prepayments are subordinated to
Russneft's VTB loan.

Capex Funded from FFO: Russneft's capex increased in 2017 to around
RUB26 billion from RUB18 billion in 2016 and RUB10 billion in 2015
as the company significantly reduced its interest payments
following the recapitalisation, which in turn enhanced its
investment capacity. Fitch expects capex to average RUB25 billion
in the medium term as Russneft aims to increase output from more
profitable fields that benefit from tax incentives. Fitch
understands from the management that in the short-term the company
should be able to reduce capex to around RUB15 billion while
keeping production broadly flat.

Hedges Unfavourable at Current Prices: In line with its loan
agreement with VTB, Russneft hedged around 11% of its oil
production in 2018-20, which according to Fitch's projections will
result in annual losses averaging RUB3 billion during this period.
At the same time, it hedges the company against an extreme stress
case scenario (oil prices falling below USD45/bbl).

Strong 1H18 Results: Russneft's 1H18 results showed a material
year-on-year improvement and are in line with Fitch's estimates for
the whole of 2018. The company's EBITDA increased to RUB20 billion
vs. RUB15 billion reported in 1H17, and Russneft's adjusted FCF
(assuming capex and dividend to preferred shareholders are incurred
/ paid out evenly throughout the year) amounted to RUB3 billion.
Fitch assesses Russneft's 2018 EBITDA at RUB47 billion, and FCF at
RUB7 billion - the improvement has been driven by higher earnings
on the back of higher prices and increased production from more
profitable fields.

Concentrated Ownership: Russneft's shareholding structure is
concentrated, with Mikhail Gutseriev and his family controlling 47%
of ordinary shares at end-2017. Russneft and other businesses
controlled by Mr Gutseriev are consolidated under the umbrella of
the Safmar group, which does not prepare public accounts. Moreover,
most of Mr Gutseriev investments are not public companies and it is
not possible to assess the financial position of the group. The
risks related to concentrated ownership are mitigated by the public
status of Russneft, the presence of Glencore in the shareholding
structure, and covenants embedded in the loan agreement with VTB.

Preferred Shares: Russneft's preferred shares, previously owned by
Mr. Mikhail Gutseriev's family and subsequently transferred to Rost
Bank, are cumulative. The bank is now part of the rescued and
nationalised B&N Bank, i.e. it is owned by a third party (the
Central Bank of Russia). Fitch's rating case assumes that Russneft
will pay a USD40 million dividend under the preferred stock, the
maximum amount provided for in the agreement with VTB. A decision
not to pay preferred dividends could result in a temporary dilution
of the Gutseriev family's control over the company and trigger the
change of control clause in the VTB loan, hence incentivising
Russneft to pay at least a minimum USD16 million dividend per annum
as per the company's charter. Taking this into account, it
allocates the preferred stock as 100% debt according to Fitch's
Corporate Hybrids Treatment and Notching Criteria.

DERIVATION SUMMARY

Russneft's production (142kb/d in 2018) and proved reserves (around
1 billion barrels at end-2017) are indicative of the 'BB' rating
category. Its production is broadly in line with that of Murphy Oil
Corporation (BB+/Stable) and DEA Deutsche Erdoel AG (BB/Rating
Watch Positive), and exceeds that of Kosmos Energy Ltd. (B+/Stable)
and Extraction Oil & Gas, Inc. (B+/Stable). Fitch expects
Russneft's FFO adjusted net leverage to remain below 3.5x over
2019-2020, comparable with that of Kosmos Energy. Russneft's rating
is constrained by the company's liquidity position, lower absolute
earnings and higher production costs than other Russian producers'.
No parent/subsidiary linkage or country ceiling considerations are
applicable to the rating.

KEY ASSUMPTIONS

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

  - Crude oil price of USD65/bbl in 2019, 62.5/bbl in 2020, 60/bbl
in 2021 and USD57.5/bbl thereafter;

  - USD/RUB 67.5 in 2019 and thereafter;

  - Broadly flat production in 2018-20 followed by single-digit
growth in 2021;

  - Improving per-barrel profitability due to higher share of
production from greenfields with a favourable tax treatment;

  - Annual preferred dividends of USD40 million; and

  - No dividends paid to ordinary shareholders.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to Rating
Upgrade

  - FFO adjusted net leverage sustained below 4x (2018E: 3.4x),
coupled with a reduction of gross debt in line with scheduled
amortisation.

  - Liquidity score (measured as cash plus one year FCF plus
available committed credit lines to upcoming debt repayments) at
around 1.25x (2018E: 0.9x).

Developments That May, Individually or Collectively, Lead to
Outlook being Revised to Stable

  - Failure to maintain FFO adjusted net leverage below 4x.

  - Weakening liquidity profile or FCF generation.

  - Unfavorable changes to the taxation regime.

Developments That May, Individually or Collectively, Lead to Rating
Downgrade

  - FFO adjusted net leverage above 6x.

  - Upstream production falling below 130mbpd.

  - Material deterioration of liquidity.

  - Unfavorable changes to taxation regime.

LIQUIDITY

Liquidity Dependent on FCF: Russneft's debt maturity profile
includes annual debt repayments of around RUB9 billion per annum
over the next several years. However, its cash and Fitch-projected
FCF do not fully cover its short-term debt repayments in 2019. For
Russneft to be upgraded to 'B+', Fitch expect its liquidity score
to improve to around 1.25x.



=========
S P A I N
=========

HIPOCAT 8: Fitch Affirms Class D Debt at 'BBsf'
-----------------------------------------------
Fitch Ratings has upgraded two tranches and affirmed five tranches
of the Hipocat series. The Outlooks are Stable.

The Spanish RMBS transactions comprise residential mortgages
originated by Catalunya Banc S.A. (now part of Banco Bilbao Vizcaya
Argentaria, S.A., (BBVA); A-/Stable/F2) and serviced by BBVA.

KEY RATING DRIVERS

Sufficient Credit Enhancement (CE)

The rating actions reflect Fitch's view that current and projected
CE is sufficient to withstand higher stresses, as reflected in its
upgrades. Fitch expects Hipocat 6's CE to slowly increase despite
the transaction amortising on a pro-rata basis. This is due to
overcollateralisation of the rated notes and the reserve fund
having reached its floor level. The affirmation the class C notes
is driven by its strong reliance on the reserve fund as a source of
CE and low model-implied asset loss assumptions. For Hipocat 8,
Fitch expects CE to further increase as the transaction is expected
to continue to amortise sequentially as the reserve fund remains
below its target. The volatility of the reserve fund levels in
Hipocat 8 means the class D notes have been affirmed, rather than
upgraded, despite an increase in its CE.

Stable Asset Performance

The transactions continue to show sound asset performance with
three-month plus arrears (excluding defaults) as a percentage of
the current pool balance at 1.3% and 0.5% for Hipocat 6 and Hipocat
8, respectively. Cumulative default rates stood at 1.1% and 6.3% of
the initial portfolio balances for Hipocat 6 and Hipocat 8. Fitch
expects performance to remain stable given the more than 15 year of
seasoning of the portfolios, prevailing low interest rates and the
positive Spanish macroeconomic outlook.

Payment Interruption Risk

Hipocat 8 class A2, B and C notes remain exposed to payment
interruption risk in the event of a servicing disruption, as the
available structural mitigants (ie cash reserve funds that can be
depleted by losses) are deemed insufficient to sustainably cover
senior fees, net swap payments and senior note interests under the
most severe asset and cash-flow assumptions. As a result, Fitch
continues to cap the notes' ratings at 'A+sf'.

For Hipocat 6, the cash reserve fund is at its target balance of
EUR 11.9 million. Although the cash reserve fund may be drawn in
the future to cover for defaults, Fitch has not applied a rating
cap to the class A and class B notes based on Fitch's expectation
that funds will remain sufficient to provide sustainable coverage
of payment interruption risk in the short- to medium-term.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could have
negative rating implications, especially for junior tranches that
are less protected by structural CE.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its monitoring.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

Overall and together with the assumptions, Fitch's assessment of
the information relied upon for the agency's rating analysis
according to its applicable rating methodologies indicates that it
is adequately reliable.

Hipocat 6, FTA
   
  - Class A ES0345782009: Upgrade to AAAsf   

  - Class B ES0345782017: Upgrade to AAAsf   

  - Class C ES0345782025: Affirmed at A+sf   

Hipocat 8, FTA
   
  - Class A2 ES0345784013: Affirmed at A+sf   

  - Class B ES0345784021: Affirmed at A+sf   

  - Class C ES0345784039: Affirmed at A+sf   

  - Class D ES0345784047: Affirmed at BBsf



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

DEBENHAMS PLC: Pension Regulator's Role in Refinancing Probed
-------------------------------------------------------------
Josephine Cumbo at The Financial Times reports that MPs are probing
the Pension Regulator's involvement in a refinancing plan for
Debenhams, the struggling retailer.

According to the FT, the Work and Pensions select committee has
written to TPR seeking details of any discussions the watchdog has
had to date with Debenhams two pension schemes and their trustees.

The retailer is currently considering a refinancing, which could
involve a debt-for-equity swap, a dilutive rights issue and a
company voluntary arrangement to restructure its rental
obligations, the FT discloses.

In the letter sent on Feb. 26, Frank Field, chair of the committee,
asks the regulator for details of discussions it has had on the
refinancing of the business and other options to secure its future,
including the future of its retirement plans, the FT relates.


DEBUSSY DTC: DBRS Confirms B Rating on Class A Notes
----------------------------------------------------
DBRS Ratings Limited confirmed its B (sf) rating of the Class A
Notes of the Commercial Real Estate Loan Backed Fixed-Rate Notes
due July 2025 (the loan) issued by Debussy DTC plc. DBRS maintained
its Negative trend on the rating.

The rating confirmation and maintenance of the Negative trend
reflect the continued uncertainty of the loan after the single
tenant, Toys "R" Us (TRU), vacated all the properties, not just in
the portfolio but across the United Kingdom, following its
administration. As of the latest valuation conducted by Colliers in
June 2018, the tenant vacating led to a subsequent decrease in
value to a value of GBP 248.5 million compared with the previous
GBP 359.4 million valuations in April 2017, before the TRU vacancy
occurred. The current appraised value of GBP 248,490,000 also
reflects the disposal of six assets, as discussed below.

The loan was transferred to special servicing in February 2018,
with the special servicer changing from Situs Asset Management
Limited to Solutus Advisors Limited. The same month, TRU filed for
insolvency with the company going into administration. In August
2018, the special servicer was changed again to CBRE Loan Services
Limited (CBRE), which terminated the current receiver and appointed
a new receiver. In September 2018, CBRE submitted a claim to the
High Court of Justice in England disputing the validity of the
previous standstill agreement, the purchase option and the
continuing appointment of the original receiver made by the
previous special servicer. In subsequent court hearings between
November and December 2018, the court was held to determine the
application for interim relief give directions to determine the
administration application. However, the court did not provide
further direction of the administration application and decided
that the application should be managed with the main claim together
at the case management conference in February 2019.

According to the special servicer, the outcome of the February 2019
case management conference was for the judge to reject the proposal
of amending the application, which was to have administrators
appointed over the property-owing companies. This would have
allowed an accelerated hearing in May 2019. The judge stated that
the amendment had merit, however, and should be heard as part of
the main claim which is now set to be heard in February 2020.

As mentioned previously, six assets were disposed of under the
previous special servicer, with total gross proceeds of GBP 30.5
million. The proceeds were used to pay down GBP 3.68 million of
principal on Tranche A to GBP 180.5 million, as well as increase
the reserves. As there is currently no cash being generated from
the underlying properties collateral, the reserve balances had been
decreasing. As of the January 2019 interest payment date, the
reserves totaled GBP 28.07 million, with the security reserve
totaling GBP 19.0 million. DBRS believes this security reserve to
be sufficient to allow for continuing payments of both the Class A
interest and the Class C note senior additional payment (which
ranks senior to both the Class A and B notes) for approximately 18
months, which would be at least until the scheduled hearing of the
main claim in February 2020. Additionally, there is a GBP 6.34
million disposal reserve and a GBP 2.63 million cost reserve to
cover any possible capex required at the collateral to maintain the
properties in order for eventual sale.

The special servicer has stated that it will not dispose of any
assets until given further direction by the courts. It noted,
however, that there are interested parties for both the sale of
some of the assets, as well as interest from prospective tenants in
letting some of the vacant space.

DBRS believes that full repayment of the Class A Notes' principal
depends on the length of the litigation process. If prolonged, the
security reserve would continue to deplete. Such a delay would also
prolong the vacancy of the properties, which could increase the
need of a possible significant injection of capex and/or reduce the
value of the property portfolio.

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

FINSBURY SQUARE 2019-1: DBRS Gives Prov. C Rating to Class X Notes
------------------------------------------------------------------
DBRS Ratings Limited assigned the following provisional ratings to
the notes expected to be issued by Finsbury Square 2019-1 plc (the
Issuer):

-- Class A Notes rated AAA (sf)
-- Class B Notes rated AA (sf)
-- Class C Notes rated A (low) (sf)
-- Class D Notes rated BBB (sf)
-- Class E Notes rated BB (high) (sf)
-- Class X Notes rated C (sf)

The ratings assigned to the Class A to Class E notes address the
timely payment of interest and the ultimate repayment of principal
by the final maturity date. The rating assigned to the Class X
Notes addresses the ultimate payment of interest and repayment of
principal by the final maturity date. DBRS does not rate the Class
F Notes and Class Z Notes.

The Issuer is a securitization collateralized by a portfolio of
owner-occupied (76.4% of the provisional portfolio balance) and
buy-to-let (23.6%) residential mortgage loans granted by Kensington
Mortgage Company Limited (KMC) in England, Wales, and Scotland.

The Issuer is expected to issue six tranches of mortgage-backed
securities (Class A to Class F notes) to finance the purchase of
the initial portfolio and to fund the Pre-Funding Principal
Reserve. Additionally, FSQ19-1 is expected to issue two classes of
non-collateralized notes, the Class X and Class Z note, whose
proceeds will be used to fund the General Reserve Fund (GRF), the
Pre-Funding Revenue Reserve and to cover initial costs and
expenses. The Class X Notes are primarily intended to amortize
using revenue funds; however, if an excess spread is insufficient
to fully redeem the Class X Notes, principal funds will be used to
amortize the Class X Notes in priority to the Class F Notes.

The structure envisages a pre-funding mechanism where the seller
has the option to sell recently originated mortgage loans to the
Issuer, subject to certain conditions precedent. The acquisition of
these assets shall occur before the first payment date, using the
proceeds standing to the credit of the pre-funding reserves.

The GRF, expected to be funded at closing with GBP [•]
(equivalent to [2.15%] of Class A to Class F Notes' balance), will
be available to provide liquidity and credit support to the Class A
to Class E notes. From the first payment date onwards, the GRF
required balance will be [2.0%] of Class A to Class F notes'
balance, and if its balance falls below 1.5% of Class A to Class F
notes' balance, principal available funds will be used to fund the
Liquidity Reserve Fund (LRF) to a target of [2.0%] of the Class A
and Class B notes' balance. The LRF will be available to cover
interest shortfalls on Class A and Class B notes, as well as senior
items on the Pre-Enforcement Revenue Priority of Payment; the
availability for paying Class B notes' interest is subject to a 10%
Principal Deficiency Ledger condition.

As of January 31, 2019, the provisional portfolio consisted of
2,411 loans extended to 2,315 borrowers with an aggregate principal
balance of GBP 384.1 million. Loans in arrears between one and
three months represented 1.7% of the outstanding principal balance
of the portfolio, and loans three-or-more month's delinquent were
1.0%.

The provisional portfolio includes 4.2% of help-to-buy (HTB) loans,
whose borrowers are supported by government loans (the equity
loans, which rank in a subordinated position to the mortgages). HTB
loans are used to fund the purchase of new-build properties with a
minimum deposit of 5% from the borrowers. The weighted-average
current loan-to-value of the provisional portfolio is 73.1%, which
increased to 74.0% in DBRS's analysis to include the HTB equity
loan balances.

81.2% of the provisional portfolio relates to a fixed-to-floating
product, where borrowers have an initial fixed-rate period of one
to five years, before switching to floating-rate interest indexed
to three-month Libor. Interest rate risk is expected to be hedged
through an interest rate swap. Approximately 10.1% of the
provisional portfolio by loan balance comprises loans originated to
borrowers with at least one prior County Court Judgment and 25.9%
are either interest-only loans for life or loans that pay on a
part-and-part basis.

The Issuer is expected to enter into a fixed-floating swap with BNP
Paribas, London Branch (BNP London) to mitigate the fixed interest
rate risk from the mortgage loans and the three-month LIBOR payable
on the notes. Based on the DBRS private rating of BNP London, the
downgrade provisions outlined in the documents, and the transaction
structural mitigants, DBRS considers the risk arising from the
exposure to BNP London to be consistent with the ratings assigned
to the rated notes, as described in DBRS's "Derivative Criteria for
European Structured Finance Transactions" methodology.

Citibank, N.A., London Branch (Citibank London) will hold the
Issuer's Transaction Account, the GRF, the LRF, the pre-funding
reserves, and the Swap Collateral Account. Based on the DBRS
private rating of Citibank London, the downgrade provisions
outlined in the documents, and the transaction structural
mitigants, DBRS considers the risk arising from the exposure to
Citibank London to be consistent with the ratings assigned to the
rated notes, as described in DBRS's "Legal Criteria for European
Structured Finance Transactions" methodology.

DBRS based its ratings on the following analytical considerations:

-- The transaction capital structure, and form and sufficiency of
available credit enhancement to support DBRS-projected expected
cumulative losses under various stressed scenarios.

-- The credit quality of the portfolio and DBRS's qualitative
assessment of KMC's capabilities with regard to originations,
underwriting and servicing.

-- The transaction's ability to withstand stressed cash flow
assumptions and repays the noteholders according to the terms and
conditions of the notes.

-- The transaction parties' financial strength in order to fulfill
their respective roles.

-- The transaction's legal structure and its consistency with
DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology, as well as the presence of the
appropriate legal opinions that address the assignment of the
assets to the Issuer.

-- The sovereign rating of the United Kingdom of Great Britain and
Northern Ireland at AAA with a Stable trend as of the date of this
press release.

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

HNVR MIDCO: S&P Alters Outlook to Negative & Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revises the outlook on HNVR Midco Ltd., the
parent of Spain-based global accommodation distributor Hotelbeds,
to negative from stable and affirms its 'B' issuer credit rating on
the company. S&P assigns its 'B' issue rating and '4' recovery
rating to the proposed EUR400 million facility.

S&P said, "The negative outlook reflects our view that the
incremental debt that Hotelbeds plans to issue to finance the
dividend to its shareholders will weaken its credit measures in
2019. As such, the company may not be able to reduce leverage to
the level commensurate with the current rating by 2020. The
proposed transaction also reflects a more aggressive financial
policy from that Hotelbeds' private equity owners than we
previously expected.

"We estimate that pro forma the planned EUR400 million debt
issuance and the use of EUR100 million of cash to finance a EUR490
million dividend, Hotelbeds' adjusted debt to EBITDA (excluding
shareholder instruments) will increase to about 9.0x in 2019, up
from 6.8x in 2018. Although we expect Hotelbeds to benefit from
continued revenue and EBITDA growth (driven by organic growth in
its key markets, integration of recent acquisitions, and
realization of synergies and cost savings), we anticipate that the
company's adjusted debt to EBITDA will remain elevated over the
forecast period."

The proposed leveraged dividend transaction is also evidence of
Hotelbeds displaying a more aggressive financial policy than we
previously expected. In 2018, Hotelbeds disposed of the non-core
Destination Management business, which had very low profitability
and therefore its sale enhanced the remaining company's EBITDA
margin. Previously, S&P also expected that the company would use a
portion of the EUR52 million proceeds for debt repayment, but this
didn't happen in 2018. S&P understands that ultimately Hotelbeds
used these proceeds to fund the acquisition of transport
distributor HolidayTaxis in 2019.

In 2019, Hotelbeds will continue integrating two large acquisitions
that it completed in 2017--Tourico Holidays and GTA--and it aims to
achieve the majority of planned synergies by the end of 2020. These
acquisitions allowed the group to enhance its geographic
diversification and strengthen its market position, which will
support higher profitability in the future. However, about 60% of
the total synergies that S&P initially expected are yet to be
delivered in 2019. At the same time, related integration and
restructuring costs will continue to weigh on Hotelbeds' adjusted
EBITDA margin. S&P also takes into account the potential
integration and execution risks given the simultaneous integration
of two similar companies, with many overlapping functions and
different IT platforms. This could result in delays in achieving
the full extent of synergies, or require higher integration costs
than we currently factor in our forecast.

Hotelbeds' business is exposed to the high degree of cyclicality
and seasonality inherent in the travel industry. In S&P's view, the
company's exposure to cyclicality is somewhat less than that of a
traditional travel operator, given its relatively asset-light
nature. However, its seasonality is very pronounced, generating
about 50%-55% of EBITDA in its fourth quarter (the financial
year-end is Sept. 30). Hotelbeds is also exposed to typical event
risks in the travel sector, such as natural disasters, and
geopolitical incidents, including terrorism.

S&P expects Hotelbeds' capital structure to remain highly leveraged
over the medium term, reflecting its large amount of debt and
private equity ownership with an aggressive financial policy, which
leaves minimum headroom under the current rating. Besides senior
secured debt, there is a substantial amount of shareholder loan
notes and preference shares in the capital structure that accrue
payment-in-kind (PIK) interest at a rate of 10% per year. S&P
treats these as equity-like instruments. At the end of fiscal 2018
and before the transaction, the capital structure comprised EUR1.3
billion of loan notes and EUR1 billion senior secured term loans.
After distribution, S&P estimates that it will comprise EUR1.4
billion senior secured term loans and about EUR970 million loan
notes.

Absent a large debt-financed acquisition or further shareholder
distributions, S&P believes adjusted debt to EBITDA (excluding
shareholder instruments) could improve to less than 7.0x in 2020.
However, this will depend on the company's ability to smoothly
execute its strategy, achieve planned synergies, and reduce any
further integration or unexpected costs. The funds from operations
(FFO) cash interest coverage ratio will likely remain above 2x,
despite an increase in cash interest expenses. S&P also believes
Hotelbeds will maintain meaningful positive free operating cash
flow (FOCF) generation, owing to its business model of negative
working capital and relatively low capital expenditure (capex)
requirements.

S&P said, "We view risks of foreign-exchange movements as high,
given that Tourico's business is predominantly in U.S. dollars, GTA
has substantial exposure to various currencies in Asia-Pacific, and
all debt is mostly denominated in euros. We acknowledge that the
company operates a hedging program encompassing different
currencies and we view favorably the turnaround of GTA's historical
losses since its acquisition. Nevertheless, we consider currency
fluctuations an important risk given Hotelbeds' global footprint
and exposure to geopolitical events and risks.

"The negative outlook reflects our view that in 2019, Hotelbeds'
leverage will increase due to the addition of incremental debt,
while the adjusted EBITDA margin will remain suppressed by sizable
restructuring and integration costs. We expect the company will
continue to post strong operating performance and deliver on its
cost-saving initiatives. However, its ability to reduce leverage
could be hampered by potential delays in achieving synergies or a
softening macroeconomic environment that could hinder the global
tourism industry.

"We could lower the rating if, over the next 12 months, the company
fails to achieve the adjusted EBITDA margin improvement that we are
projecting. For example, this could be because delivery on
synergies is delayed or exceptional costs are higher than expected,
such that debt to EBITDA is set to exceed 7.0x on a sustained basis
beyond 2019, or FFO cash interest coverage falls below 2x. A
deteriorating working capital position leading to weaker free cash
flow generation or worsening liquidity could also lead to a
downgrade. Lastly, there is currently no headroom under the
existing rating for further debt-financed acquisitions or dividend
distributions.

"We could revise the outlook to stable if the company achieves
revenue growth and EBITDA margin improvement and positive free cash
flow in line with our forecast, such that debt to EBITDA is on
track to decline below 7x in 2020. The stable outlook would also
hinge on our view of the sponsors' future financial policy and a
more balanced approach to future debt-financed acquisitions or
dividend distributions with limited risk of leverage increasing
beyond 7.0x."


JAMIE'S ITALIAN: HSBC May Have to Write Off GBP17 Million
---------------------------------------------------------
John Collingridge and Sabah Meddings at The Sunday Times report
that HSBC could be forced to write off GBP17 million as the
troubled restaurant chain Jamie's Italian tries to find a buyer.

According to The Sunday Times, celebrity chef Jamie Oliver is
selling a majority stake in the chain, which went through a
restructuring last year to shut about a third of its sites and
slash its rent bill.

The chef pumped GBP13 million of his own money into the rescue
deal, The Sunday Times notes.

The chain has been battered by poor trading and rising costs, which
led to last year's company voluntary arrangement that cost about
600 jobs, The Sunday Times relates.

Mr. Oliver, 43, has hired advisory firm Alix Partners to find a
buyer for the stake, The Sunday Times discloses.  The auction has
attracted bidders such as private equity firms Carlyle, Endless,
Aurelius Investments and Landmark, Dubai owner of Carluccio's, The
Sunday Times states.


KIER GROUP: Debt Pile Higher Than Previously Reported
-----------------------------------------------------
Oliver Gill at The Telegraph reports that troubled contractor Kier
shocked investors by admitting its debt pile was GBP50 million
higher than it had previously thought.

According to The Telegraph, an accounting error in Kier's half-year
results at the end of December meant net debt was GBP181 million
rather than GBP130 million.

The HS2, Crossrail and Hinkley Point C contractor said the upward
loan revisions related to changes to a GBP40 million "debt
reclassification" and a GBP10 million increase relating to the
company's hedging activities, The Telegraph relates.


LA BELLE: Has Five Years to Repay Debt to Creditors Under CVA
-------------------------------------------------------------
Ian Ross at Knutsford Guardian reports that business La Belle
Epoque has five years to pay more than GBP200,000 to HMRC and other
creditors.

According to Knutsford Guardian, under the terms of a Company
Voluntary Arrangement the company will have to make 60 monthly
payments of at least GBP2,000 a month for the first year of the
CVA, and GBP4,000 a month for the subsequent four years.

The CVA was sought by the King Street-based business, and was
approved at a creditors' meeting on Feb. 19, when the CVA took
effect, Knutsford Guardian relates.

A document from Companies House includes a report on the creditors'
meeting, listing La Belle Epoque creditors as HM Revenue and
Customs (GBP168,080), R D Wines Ltd (GBP26,905), Harts Ltd
(GBP13,589) and Fiona Bruce and Co LLP (GBP12,813), Knutsford
Guardian discloses.

LB RE FINANCING: March 29 Claims Filing Deadline Set
----------------------------------------------------
Pursuant to Rule 14.29 of the Insolvency (England and Walees) Rules
1986, Gillian Eleanor Bruce and Edward John Macnamara, the Joint
Liquidators of LB Re Financing No. 3 Limited, in Liquidation,
intend to declare a fourth interim dividend to the unsecured
creditors within a period of two months from the last date for
proving, being March 29, 2019.

Such creditors are required on or before that date to submit their
proofs of debt to the Joint Liquidators, PricewaterhouseCoopers
LLP, 7 More London Riverside, London SE1 2RT, United Kingdom,
marked for the attention of Michelle Taskeen or by email to
lehman.affiliates@uk.pwc.com

Persons so proving are required, if so requested, to provide such
further details or produce such documents or other evidence as may
appear to the Joint Liquidators to be necessary.

The Joint Liquidators will not be obliged to deal with proofs
lodged after the last date for proving but they may do so if they
think fit.

Creditors who wish to have dividend payments made to another person
or who have assigned their entitlement to someone else are asked to
provide formal notice to the Joint Liquidators.

For further information, contact details, and proof of debt forms,
one may call Michelle Taskeen on +44(0)20-7583-5000.

The Joint Liquidators were appointed on July 23, 2012.



                           *********


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 2019.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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