/raid1/www/Hosts/bankrupt/TCREUR_Public/190410.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, April 10, 2019, Vol. 20, No. 72

                           Headlines



A U S T R I A

VOLKSBANK WIEN: Moody's Gives  Ba2(hyb) Rating to EUR220MM Stock


B E L A R U S

BELARUS DEVELOPMENT BANK: Fitch Rates New USD & BYN Notes 'B(EXP)'


F R A N C E

TAURUS 2019-1: DBRS Assigns Provisional BB Rating on Class E Notes


G E R M A N Y

SENVION: In Rescue Financing Talks, Explores Options


G R E E C E

GREECE: Eurozone Governments Approve Release of EUR1 Billion Funds


I R E L A N D

AVOLON HOLDINGS: Moody's Reviews Ba1 CFR for Upgrade
BARDIN HILL 2019-1: Fitch Gives 'B-(EXP)sf' Rating on Class F Debt
BARDIN HILL 2019-1: Moody's Gives (P)Ba2 Rating on EUR22MM E Notes
BLACKROCK EUROPEAN VII: Moody's Gives (P)B2 Rating to F Notes
BLACKROCK EUROPEAN VIII: Fitch Gives B-(EXP) Rating to F Notes

HORIZON PHARMA: S&P Raises ICR to 'BB-' on Debt Repayment
OCP EURO 2019-3: Fitch Gives 'B-(EXP)sf' Rating on Class F Notes
OCP EURO 2019-3: Moody's Gives (P)B2 Rating on EUR10MM Cl. F Notes


I T A L Y

ITALMATCH: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
ITALMATCH: S&P Affirms 'B' ICR Amid Close of BWA Water Acquisition


L U X E M B O U R G

AXILONE: Moody's Affirms B3 CFR & Cuts First Lien Debt to B3
CPI PROPERTY: S&P Rates Proposed Subordinated Hybrid Bond 'BB+'


N E T H E R L A N D S

DELFT BV 2019: DBRS Assigns Prov. CCC Rating on Class G Notes
DUTCH PROPERTY 2019-1: S&P Gives Prelim BB Rating on E Notes
TELEFONICA EUROPE: Fitch Affirms Subordinated Notes at 'BB+'


R O M A N I A

TRANSGAZ SA: S&P Withdraw 'BB+' LT Issuer Credit Rating


R U S S I A

SAMARA OBLAST: S&P Affirms 'BB' Issuer Credit Rating, Outlook Pos.


S P A I N

CATALONIA: DBRS Confirms BB(high) Long Term Issuer Rating
TDA CAM 8: Fitch Affirms CC Rating on Class D Debt


S W E D E N

QUIMPER AB: Fitch Assigns 'B' Long-Term IDR, Outlook Stable
SAMHALLSBYGGNADSBOLAGET I NORDEN: Fitch Raises IDR to 'BB+'
SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Puts BB ICR on Watch Pos.


T U R K E Y

[*] TURKEY: Banks Face Burden Amid Surge in Debt Restructurings


U N I T E D   K I N G D O M

ATLANTICA YIELD: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
BUSHELL INVESTMENT: Applies for Company Voluntary Arrangement
CASUAL DINING: Reports GBP242MM Loss Amid Financial Restructuring
DEBENHAMS PLC: Rejects Mike Ashley's Latest Rescue Offer
FINSBURY SQUARE 2019-1: DBRS Finalizes CC Rating on Class X Notes

INEOS FINANCE: Moody's Rates New EUR770MM Senior Unsec. Notes 'Ba1'
OCADO GROUP: Fitch Affirms BB- LongTerm IDR, Outlook Negative
UK RENEWABLE: Court Shuts Down Business, Liquidator Appointed

                           - - - - -


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A U S T R I A
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VOLKSBANK WIEN: Moody's Gives  Ba2(hyb) Rating to EUR220MM Stock
----------------------------------------------------------------
Moody's Investors Service has assigned a definitive Ba2(hyb) rating
to the EUR220 million undated preferred stock non-cumulative "Fixed
to Reset Rate Additional Tier 1 Notes of 2019" (ISIN AT000B121991)
issued by Volksbank Wien AG (VBW).

RATINGS RATIONALE

ASSIGNMENT OF LOW TRIGGER AT1 INSTRUMENT RATING

The Ba2(hyb) rating assigned to VBW's "low trigger" Additional Tier
1 (AT1) securities takes into account the instrument's undated
deeply subordinated claim in liquidation, as well as the security's
non-cumulative coupon deferral features, and is positioned three
notches below VBW's baa2 Adjusted Baseline Credit Assessment
(BCA).

According to Moody's framework for rating non-viability securities
under its bank rating methodology, the agency typically positions
the rating of low-trigger Additional Tier 1 securities three
notches below the bank's Adjusted BCA. One notch reflects the high
loss-given-failure that these securities are likely to face in a
resolution scenario, due to their deep subordination, small volume
and limited protection from residual equity. Moody's rating for
non-viability securities also incorporates two additional notches
to reflect the higher risk associated with the non-cumulative
coupon skip mechanism, which could take effect prior to the issuer
reaching the point of non-viability.

The AT1 securities are senior only to VBW's ordinary shares and
other capital instruments that qualify as Common Equity Tier 1
(CET1). The instrument's principal is subject to a write-down on a
contractual basis if VBW's individual CET1 ratio or if one of its
regulatory group's CET1 ratios - at present this is either VBW's at
a consolidated level or alternatively Austria's consolidated
cooperative Volksbanken-Verbund's (Verbund) - falls below 5.125%.
Furthermore, a write-down or conversion into common equity could
occur if the bank's regulator or the relevant resolution authority
determine that the conditions for a write-down of the instrument
are fulfilled and resolution authorities order such a write-down.

RATING OUTLOOK

Ratings on AT1 instruments do not carry outlooks.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

The rating of this instrument could be upgraded in case of an
upgrade of VBW's BCA and Adjusted BCA, from which it is derived.
VBW's BCA upgrade could result from (1) a marked lowering of the
Verbund's industry concentration risks; (2) a significant
improvement of the sector's capital ratios; and (3) a meaningful
and persistent strengthening of recurring earnings without
compromising the risk profile.

The rating could also be upgraded following a massive increase in
its volume of equal-ranking Additional Tier 1 capital instruments,
beyond Moody's current expectations and assumptions. This may lead
to an improved notching result under Moody's Advanced Loss Given
Failure analysis for this debt class.

Conversely, the rating of this instrument could be downgraded
following a downgrade of VBW's BCA. VBW's BCA downgrade could be
triggered by (1) a weakening of the Macro Profile of Austria; (2) a
weakening of the Verbund's capitalisation and/or (3) a meaningful
weakening of its asset quality .

Moody's may also consider a wider notching between VBW's Adjusted
BCA and this instrument, if VBW's capitalisation and subsequently
its available distributable items for instrument coupon payments,
were to weaken beyond Moody's expectations.




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B E L A R U S
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BELARUS DEVELOPMENT BANK: Fitch Rates New USD & BYN Notes 'B(EXP)'
------------------------------------------------------------------
Fitch Ratings has assigned policy bank JSC Development Bank of the
Republic of Belarus's (DBRB; B/Stable) proposed US dollar and
Belarusian ruble (BYN) denominated senior unsecured notes 'B(EXP)'
expected ratings, with Recovery Ratings of 'RR4'.

The final rating on the notes is contingent on the receipt of final
documentation conforming to information already received.

KEY RATING DRIVERS

Fitch has rated the notes in line with the bank's Long-Term
Foreign-Currency Issuer Default Rating (IDR). In the case of the
BYN-denominated notes, this is because both the coupon payments and
principal repayment are required to be made in US dollars at the
BYN-USD exchange rate (specifically the average rate between the
third and seventh business day prior to payment). The issue terms
do not contain an option allowing DBRB to make settlements on the
notes in BYN. Fitch would therefore treat a situation when the bank
is unable to meet its US dollar obligations on the BYN-denominated
notes (whether for issuer-specific reasons or because of broader
transfer or convertibility restrictions) as an event of default.

Fitch also highlights the BYN-denominated notes' embedded market
risk from the perspective of US dollar investors.

The terms of both issues provide noteholders with a put option in
case of the Belarus sovereign (B/Stable) ceasing to directly or
indirectly control 100% of DBRB's equity and in the event that the
Belarus sovereign's "subsidiary liability" is amended or removed. A
default of Belarus on its obligations over a certain threshold
would represent a case of cross-default for DBRB.

DBRB's Long-Term Foreign-Currency IDR is equalised with that of the
Belarus sovereign, which reflects Fitch's opinion of the
sovereign's high propensity to support DBRB, if required. Fitch's
view is based on majority direct state ownership (Council of
Ministers of Belarus owns 96.2% of DBRB), supervision by senior
state officials through supervisory board representation, the
bank's legally defined policy role, the government's "subsidiary
liability" on DBRB's bond obligations and a track record of support
to date.

DBRB's IDR also reflects the authorities' limited ability to
provide support in foreign currency given the sovereign's weak
external position and potentially significant contingent
liabilities associated with the wider public sector.

The notes are to be issued under English law and will be listed on
the Irish Stock Exchange. The notes constitute direct,
unsubordinated and unsecured obligations of the bank and will rank
equally with all its other unsecured and unsubordinated
obligations. The proceeds under the notes will be partly used to
refinance existing debt, lengthen the bank's debt maturity profile
and also to finance the bank's core operations, which are defined
by its policy role.

RATING SENSITIVITIES

Changes in the bank's Long-Term Foreign-Currency IDR would impact
the senior unsecured debt ratings. DBRB's IDR is in turn sensitive
to the sovereign's credit profile and could be downgraded in case
of a sovereign downgrade. The bank's IDR could also be downgraded
in case of restrictions being imposed on the bank's ability to
service obligations. An upgrade of the sovereign could result in an
upgrade of the bank's ratings if Fitch is of the view that the
sovereign's ability to provide support to the bank has also
improved.




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F R A N C E
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TAURUS 2019-1: DBRS Assigns Provisional BB Rating on Class E Notes
------------------------------------------------------------------
DBRS Ratings GmbH assigned the following provisional ratings to the
Commercial Mortgage-Backed Floating-Rate Notes to be issued by
Taurus 2019-1 FR DAC (the Issuer):

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

All trends are Stable.

Taurus 2019-1 FR DAC (the Issuer) is the securitization of 95%
interest of a EUR 249.6 million 65% loan-to-value (LTV) five-year
senior commercial real estate acquisition facility advanced by Bank
of America Merrill Lynch International DAC (BofAML or the Loan
Seller) to Colony Capital (Colony or the sponsor) in the context of
a sale-and-lease-back operation between Colony and Electicite de
France (EDF). The 206 assets securing the senior loan are held by
three French borrowers: ColPower SCI, ColPowerSister SAS and ColMDB
SAS. Notably, there are 53 assets held under ColMDB SAS that form a
liquidation pool and are expected to be fully disposed of within
five years. BofAML also provided a co-terminus EUR 53.3 million
mezzanine term loan, which is structurally and contractually
subordinated to the senior loan. The mezzanine loan LTV is 78.9%.
However, the mezzanine facility is not part of the transaction.

The portfolio is part of a larger sale-and-leaseback operation
undertaken by EDF to reorganize its real estate assets. EDF has two
other portfolios that were transacted in public and a private deal
in 2017 and 2018. The portfolio for this transaction mainly
comprises office properties (69.1% of the gross lettable area or
GLA) and light-industrial assets (30.0% of GLA). EDF and its
subsidiaries have historically occupied the assets and currently,
93.5% of the GLA is occupied by EDF and its subsidiary, ENEDIS. The
remaining 1.9% GLA is left to other public-sector tenants including
Gaz RĂ©seau Distribution France SA (GrDF), GNVert, Orange and TDF.
The assets are located across France with the highest market value
(MV) concentrations in Southeastern France due to the high MVs of
assets located in Lyon and Marseille.

The office portfolio was valued by CBRE (the appraiser) on August
31, 2018, for a total MV of EUR 384.1 million. The appraiser also
assessed that the portfolio had a vacant possession value (VPV) of
EUR 269.9 million. The sponsor plans to establish a long-term EDF
core asset platform, it intends to invest EUR 16.3 million in capex
and maintenance into the asset. If the investment program is
successfully carried out, the renovations are expected to increase
the portfolio MV. DBRS understands that some of the CapEx
investment will be used on disposal assets to facilitate the sales
process. Moreover, the sponsor has budgeted EUR 16.9 million to
incentivize the main tenant, EDF, for a lease re-gearing in the
future. In DBRS's view, a ten- to a 12-year lease with a strong
tenant would improve the underlying credit quality of the
portfolio.

Another feature of the senior loan is its target loan amount (TLA)
settings. Based on the sponsor's disposal plan, the senior loan
needs to be partially paid down in the first three years of its
term. Specifically, the TLA is set at EUR 234.8 million at the
fourth interest payment date (IPD), at EUR 222.5 million at the
eighth IPD and at EUR 205.1 million at the 12th IPD. Should the TLA
not be met, a full cash sweep will take effect thus trapping all
excess cash flow (after senior and mezzanine interests are paid) to
pay down the senior loan, with the exception of principal disposal
receipts, which will be used to pay down senior and mezzanine
facility on a pro-rata basis. As the TLA contractually amortizes
the senior loan significantly by 17.8% and the high DBRS net cash
flow (NCF) of EUR 25.9 million per annum, DBRS gave credit to the
TLA feature by sizing the loan based on the TLA at the end of year
three, from when a further 1% annual amortization will be due. DBRS
also notes that assuming all liquidation assets were sold at MV and
ALA is paid to amortize the senior loan, the sponsor would still
need an additional EUR 3.4 million to meet the EUR 205.1 million
TLA by the 12th IPD. As such, the sponsor is incentivized to
dispose of more assets or achieve higher sale prices.

Other notable feature of the transaction includes tightening
financial covenants based on LTV and/or debt yield (DY), a
cash-trap-covenanted CapEx spending of EUR 10 million, of which EUR
5 million will be spent in the first two years. In case of property
disposal, the higher of 70% of net disposal proceed and the release
price (100% of the ALA for disposal properties or 120% to 125% of
the ALA for holding properties) is payable by the borrower. The
issuer lender will also benefit, among other things, from
first-ranking mortgages over the properties, Daily assignment on
main receivables of the Borrowers, pledges over bank accounts,
pledges over intercompany and shareholders loans, pledge over
shares and a double Lux-Co structure. The loan documents also
envisaged an adverse corporate decision mechanism, which renders
the facility to be mandatorily repayable upon any aggressive
management actions.

As of December 20, 2018 (the cut-off date), the portfolio generated
a total of EUR 31.3 million gross rental income (GRI) from over 200
assets. This is due to high physical occupancy of 95.4%, mostly
from EDF and its subsidiary, ENEDIS. The net rent of the portfolio
is reported to be EUR 30.0 million, translating into a day-1 DY of
11.2%. The senior loan LTV as of cut-off is 65%. However, to avoid
triggering a cash trap, the sponsor will need to deleverage and
maintain an LTV no higher than 55.1% by the third year of the
loan.

The senior loan carries a floating interest rate equal to
three-month Euribor (subject to zero floors) plus a margin of 2.0%.
The interest rate risk will be hedged by a prepaid cap with a
strike rate of 1.5% and to be provided by Bank of America, N.A.
However, the hedging covers only 95% of the loan amount.

A liquidity facility will be provided by Bank of America, N.A. for
a total amount of EUR12.0 million, which equals to 6.0% of the
total outstanding balance of the covered notes. The liquidity
facility can be used to cover interest shortfalls on Class A, Class
B, and Class C notes and will amortize in-line with the covered
amount. According to DBRS's analysis, the commitment amount, as at
closing, could provide interest payment on the covered notes up to
approximately 21 months and 7 months based on the blended basis
interest hedge rate of 1.7% and the Euribor cap of 5% after loan
maturity, respectively.

The transaction is expected to repay on or before February 2, 2024,
2 days after the senior loan maturity. Should the loan fail to be
repaid by its maturity, this will constitute a special servicing
transfer event. The transaction will be structured with a 7 year
tail period to allow the special servicer to work out the loan by
February 2031 at the latest, which is the legal final maturity of
the notes.

To maintain compliance with the applicable regulatory requirements,
BofAML will hold approximately 5% of the senior loan.

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 a different final rating to the rated notes.



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G E R M A N Y
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SENVION: In Rescue Financing Talks, Explores Options
----------------------------------------------------
Alexander Huebner at Reuters reports that indebted German wind
turbine manufacturer Senvion said on April 8 it was continuing
talks aimed at shoring up its finances and would not rule out any
options.

According to Reuters, the Hamburg-based company, previously known
as REpower, has faced delays and penalties related to big projects.
It needs at least EUR100 million (US$112 million) in the short
term to keep operating, two financial sources told Reuters.

Senvion, Reuters says, has more than a billion euros of debt.

In a statement, the company, as cited by Reuters, said it was
talking to creditors, other sources of potential financing and its
main shareholder Centerbridge.

"In connection with these discussions, the company is currently
considering all available options, including in court and out of
court reorganization processes," Reuters quotes the company as
saying.

Senvion said in February it had financial problems, Reuters
recounts.




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G R E E C E
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GREECE: Eurozone Governments Approve Release of EUR1 Billion Funds
------------------------------------------------------------------
Nektaria Stamouli at The Wall Street Journal reports that eurozone
governments approved the release of EUR1 billion (US$1.1 billion)
of funds for Greece, after a monthslong spat over whether the
country is reneging on the economic overhauls that it promised when
its bailout ended.

Eurozone finance ministers meeting in Romania on April 5 decided
that Greece has enacted enough overhauls to receive the money,
which come from the profits that eurozone central banks made on
Greek government bonds during the country's debt crisis, the
Journal relates.




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I R E L A N D
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AVOLON HOLDINGS: Moody's Reviews Ba1 CFR for Upgrade
----------------------------------------------------
Moody's Investors Service is reviewing for upgrade the Ba1
corporate family rating of Avolon Holdings Limited, the Ba2 senior
unsecured ratings of Avolon Holdings Funding Limited and Park
Aerospace Holdings Limited, and the Baa3 senior secured rating of
Avolon TLB Borrower 1 (US) LLC. This follows Avolon's announcement
that it may pursue a benchmark senior notes issuance after engaging
in a series of calls with investors this week.

On Review for Upgrade:

Issuer: Avolon Holdings Funding Limited

  Senior Unsecured Regular Bond/Debenture, Placed on Review
  for Upgrade, currently Ba2

Issuer: Avolon Holdings Limited

  Corporate Family Rating, Placed on Review for Upgrade,
  currently Ba1

Issuer: Avolon TLB Borrower 1 (US) LLC

  Senior Secured Bank Credit Facility, Placed on Review
  for Upgrade, currently Baa3

Issuer: Park Aerospace Holdings Limited

  Senior Unsecured Regular Bond/Debenture, Placed on
  Review for Upgrade, currently Ba2

Outlook Actions:

Issuer: Avolon Holdings Funding Limited

  Outlook, Changed To Rating Under Review From Positive

Issuer: Avolon Holdings Limited

  Outlook, Changed To Rating Under Review From Positive

Issuer: Avolon TLB Borrower 1 (US) LLC

  Outlook, Changed To Rating Under Review From Positive

Issuer: Park Aerospace Holdings Limited

  Outlook, Changed To Rating Under Review From Positive

RATING RATIONALE

Moody's is reviewing Avolon's ratings for upgrade on the
expectation that the company's contemplated senior notes issuance
could be of sufficient size to further transform its funding
structure, reducing its secured debt and increasing its
unencumbered assets. If Avolon is able to reduce its pro forma
ratio of debt to tangible assets to 30% or less as a result of such
a transaction, Moody's would likely upgrade the company's senior
unsecured ratings to Baa3, barring unforeseen developments that
could have a negative bearing on the firm's credit condition.

Avolon announced in a press release that it will have discussion
with fixed income investors on Tuesday and Wednesday this week.
Following the discussions and subject to market conditions, the
company said it could launch a benchmark senior notes offering.

Moody's expects Avolon's ratio of secured debt to tangible assets
will decline to about 38% at end-March 2019 from 41% at
end-December 2018 (including Moody's adjustments), reflecting the
company's $1.7 billion of unsecured debt issuance in Q1 2019, a
portion of the proceeds of which were used to repay secured debt.
This reflects a shift in Avolon's funding mix that improves its
financial flexibility by reducing its reliance on secured debt,
increasing its unencumbered assets and expanding its access to
unsecured debt investors. Avolon management has consistently
expressed its intention to reduce the company's secured debt ratio
to 30% during 2019. The company's announcement indicates that it
hopes to achieve this in the near term, potentially via a single
transaction.

Moody's review of Avolon's ratings is also supported by the
company's strong liquidity buffer, considering its debt maturity
profile and aircraft purchase commitments, as well as profitability
that Moody's expects will continue to compare well with similarly
rated peers. Avolon's effective management of the financial risks
of its aircraft order book and its strong capital cushion
considering fleet and airline risk characteristics also support the
review for upgrade. Avolon's governance risks relating to its
parent Bohai Capital Holding Co., Ltd and its controlling
shareholder HNA Group Co., Ltd. have declined since ORIX
Corporation (A3 stable) acquired a 30% minority interest in Avolon
in November last year. Bohai and HNA have also made strides to
reduce leverage and short-term debt balances, which Moody's expects
will lead to more stable governance risks at Avolon.

Moody's could upgrade Avolon's ratings if the company launches a
senior notes transaction of sufficient size that, in combination
with estimated secured debt repayments, it is able on a pro forma
basis to reduce its ratio of secured debt to tangible assets to 30%
or less. Given the review for upgrade, a downgrade is unlikely.


BARDIN HILL 2019-1: Fitch Gives 'B-(EXP)sf' Rating on Class F Debt
------------------------------------------------------------------
Fitch Ratings has assigned Bardin Hill Loan Advisors European
Funding 2019-1 Designated Activity Company expected ratings.

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

The transaction is a cash flow collateralised loan obligation
(CLO). It comprises primarily European senior secured obligations
(at least 90%) with a component of corporate rescue loans, senior
unsecured, second-lien loans, mezzanine and high yield bonds. Net
proceeds from the issue of the notes will be used to purchase a
portfolio with a target par of EUR350 million. The portfolio is
managed by Bardin Hill Loan Advisors (UK) LLP. The CLO envisages a
4.5-year reinvestment period and an 8.5-year weighted average
life.

Bardin Hill Loan Advisors European Funding 2019-1 DAC
   
  - Class X; LT AAA(EXP)sf

  - Class A; LT AAA(EXP)sf Expected Rating
  
  - Class B-1; LT AA(EXP)sf Expected Rating
  
  - Class B-2; LT AA(EXP)sf Expected Rating
  
  - Class C-1; LT A(EXP)sf Expected Rating

  - Class C-2; LT A(EXP)sf Expected Rating

  - Class D; LT BBB-(EXP)sf Expected Rating

  - Class E; LT BB-(EXP)sf Expected Rating
  
  - Class F; LT B-(EXP)sf Expected Rating

  - Subordinated notes; LTNR(EXP)sf Expected Rating  

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 32.6, below the indicative maximum covenant
WARF of 33.

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 62.5%, above the indicative minimum covenant WARR of
61%.

Limit on Concentration Risk

The base case maximum exposure to the top 10 obligors is 18% 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.

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.

Cash Flow Analysis

Up to 7.5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 8.6% of target par. Fitch
modelled both 0% and 7.5% fixed-rate buckets and found that the
rated notes can withstand the interest rate mismatch associated
with each scenario. The manager will be able to interpolate between
two matrices depending on the size of the fixed-rate bucket in the
portfolio.


BARDIN HILL 2019-1: Moody's Gives (P)Ba2 Rating on EUR22MM E Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Bardin Hill
Loan Advisors European Funding 2019-1 Designated Activity Company:

EUR1,500,000 Class X Senior Secured Floating Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR214,000,000 Class A Senior Secured Floating Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR20,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Assigned (P)Aa2 (sf)

EUR6,500,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR15,000,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2032, Assigned (P)A2 (sf)

EUR21,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Assigned (P)Baa2 (sf)

EUR22,500,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Assigned (P)Ba2 (sf)

EUR8,000,000 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 rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in the methodology.

Bardin Hill Loan Advisors (UK) LLP 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 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
risk obligations or credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by 16.6% or EUR 250,000 over the first 6
payment dates starting on the second payment date.

In addition to the 9 classes of notes rated by Moody's, the Issuer
will issue EUR 2 million of Class M Notes and EUR 35.5 million of
Subordinated Notes which are not rated. The Class M Notes accrue
interest in an amount equivalent to a certain proportion of the
subordinated 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 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: 350,000,000 EUR

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2790

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 4.35%

Weighted Average Recovery Rate (WARR): 43.5%

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, exposures to countries with LCC of
A1 or below cannot exceed 10%, with exposures to LCC of Baa1 to
Baa3 further limited to 2.5% and with exposures of LCC below Baa3
not greater than 0%.


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

EUR2,000,000 Class X Senior Secured Floating Rate Notes due 2033,
Assigned (P)Aaa (sf)

EUR240,000,000 Class A-1 Senior Secured Floating Rate Notes due
2033, Assigned (P)Aaa (sf)

EUR8,000,000 Class A-2 Senior Secured Floating Rate Notes due 2033,
Assigned (P)Aaa (sf)

EUR20,000,000 Class B-1 Senior Secured Floating Rate Notes due
2033, Assigned (P)Aa2 (sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2033,
Assigned (P)Aa2 (sf)

EUR14,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)A2 (sf)

EUR12,000,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2033, Assigned (P)A2 (sf)

EUR24,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2033, Assigned (P)Baa3 (sf)

EUR21,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2033, Assigned (P)Ba2 (sf)

EUR11,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2033, 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 the 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 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 approximately 85% ramped as of the
closing date and to comprise predominantly corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the 7 month ramp-up period in
compliance with the portfolio guidelines.

BlackRock Investment Management (UK) Limited ("Blackrock") 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, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A notes. The
Class X Notes will amortise by EUR 250,000 over eight payment dates
starting on the 1st payment date.

In addition to the ten classes of notes rated by Moody's, the
Issuer will issue EUR 36.5m 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
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: 49

Weighted Average Rating Factor (WARF): 2895

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43.5%

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.


BLACKROCK EUROPEAN VIII: Fitch Gives B-(EXP) Rating to F Notes
---------------------------------------------------------------
Fitch Ratings has assigned Blackrock European CLO VIII Designated
Activity Company expected ratings, as follows:

EUR2,000,000 Class X: 'AAA(EXP)sf'; Outlook Stable

EUR240,000,000 Class A-1: 'AAA(EXP)sf'; Outlook Stable

EUR8,000,000 Class A-2: 'AAA(EXP)sf'; Outlook Stable

EUR20,000,000 Class B-1: 'AA(EXP)sf'; Outlook Stable

EUR20,000,000 Class B-2: 'AA(EXP)sf'; Outlook Stable

EUR14,000,000 Class C-1: 'A(EXP)sf'; Outlook Stable

EUR12,000,000 Class C-2: 'A(EXP)sf'; Outlook Stable

EUR24,000,000 Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR21,000,000 Class E: 'BB(EXP)sf'; Outlook Stable

EUR11,000,000 Class F: 'B-(EXP)sf'; Outlook Stable

EUR36,500,000 subordinated notes: 'NR(EXP)sf'

Blackrock European CLO VIII Designated Activity Company is a cash
flow collateralised loan obligation (CLO). Net proceeds from the
notes will be used to purchase a EUR400 million portfolio of mainly
euro-denominated leveraged loans and bonds. The transaction will
have a 4.5-year reinvestment period and a weighted average life of
8.5 years. The portfolio of assets will be managed by BlackRock
Investment Management (UK) Limited.

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

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the 'B'
category. The Fitch-calculated weighted average rating factor
(WARF) of the underlying portfolio is 31.9.

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-calculated weighted average recovery rate (WARR) of the
identified portfolio is 67%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the 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 40%. These covenants ensure that the asset portfolio will not be
exposed to excessive obligor 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.

Limited Interest-Rate Risk:

Up to 12.5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 8% of the target par. This
fixed-rate bucket covenant partially mitigates interest rate risk.
Fitch modelled both 0% and 12.5% fixed-rate buckets and found that
the rated notes can withstand the interest rate mismatch associated
with each scenario. Therefore the interest rate risk is partially
hedged.

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 five notches for the class E notes and a downgrade of up to two
notches for the 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.


HORIZON PHARMA: S&P Raises ICR to 'BB-' on Debt Repayment
---------------------------------------------------------
S&P Global Ratings raised the ratings on Horizon Pharma plc by two
notches, including the long-term issuer credit rating to 'BB-' from
'B'.

Horizon Pharma plc has completed an equity offering that raised
$327 million in net proceeds. It subsequently repaid $300 million
of secured term loans and expects, with cash on hand, to repay $250
million of unsecured 6.625% 2023 notes in the near term.

S&P said, "We expect adjusted debt to EBITDA will generally remain
in the 3x-4x range (previously above 5x), following the $550
million of debt repayment, and supported by the company's target to
generally maintain leverage at these levels. Our projection
incorporates continued commercial success of gout drug KRYSTEXXA
and the potential 2020 launch of teprotumumab, a phase III
potential treatment for thyroid eye disease. In the less likely
event that teprotumumab is not approved, we believe our leverage
expectations are still feasible because of the company's ability to
eliminate expenses related to the drug's possible launch. We
believe teprotumumab has a good chance of approval given positive
clinical trial data and the absence of effective alternative
treatments. In addition, we think the company's cash balance
provides the capital to make a series of partnerships with modest
up-front payments, so we believe the company does not have the
immediate need to add debt for future growth.

"The stable outlook reflects our expectation that adjusted leverage
will generally remain in the 3x to 4x range and that revenue growth
in KRYSTEXXA, RAVICTI, and PROCYSBI will offset revenue declines in
other products and investment in anticipation of the 2020 launch of
teprotumumab."


OCP EURO 2019-3: Fitch Gives 'B-(EXP)sf' Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned OCP Euro CLO 2019-3 Designated Activity
Company expected ratings as follows:

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

Class B-1: 'AA(EXP)sf'; Outlook Stable

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

Class C: 'A(EXP)sf'; Outlook Stable

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

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

Class F: 'B-(EXP)sf'; Outlook Stable

Subordinated notes: not rated

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

The transaction is a cash flow collateralised loan obligation (CLO)
of mainly European senior secured obligations. Net proceeds from
the issuance of the notes will be used to fund a portfolio with a
target of EUR425 million. The portfolio is managed by Onex Credit
Partners, LLC. The CLO features a two-year reinvestment period and
a 6.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch expects the average credit quality of obligors in the 'B'
category. The Fitch weighted average rating factor (WARF) of the
current portfolio is 32.6, below the indicative covenanted maximum
of 33.5.

High Recovery Expectations

At least 90% 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 66.3%, which is above the indicative covenanted minimum of 64%.

Diversified Asset Portfolio

The transaction will include Fitch test matrices corresponding to
different top 10 obligor concentration limits. The transaction also
includes various concentration limits, including the maximum
exposure to the three largest Fitch-defined industries in the
portfolio at 40% with 17.5% for the top industry. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management

The transaction has a two-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. This was also used to test
the various structural features of the transaction, as well as to
assess their effectiveness, including the structural protection
provided by excess spread diverted through the par value and
interest coverage tests.

Recovery Rate to Secured Senior Obligations

For the purpose of Fitch recovery rate (RR) calculation, in case no
recovery estimate is assigned, Fitch secured senior loans with a
revolving credit facilities (RCF) limit of 15% will be assumed to
have a strong recovery. For secured senior bonds, recovery will be
assumed at RR3. The different treatment in regards to recovery is
on account of historically lower recoveries observed for bonds and
the fact RCFs typically rank pari passu for loans but senior for
bonds. The transaction features an RCF limit of 15% to be
considered while categorising the loan or bond as senior secured.

RATING SENSITIVITIES

A 25% 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 three 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 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.


OCP EURO 2019-3: Moody's Gives (P)B2 Rating on EUR10MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to seven
classes of notes to be issued by OCP Euro CLO 2019-3 Designated
Activity Company:

EUR255,000,000 Class A Senior Secured Floating Rate Notes due 2030,
Assigned (P)Aaa (sf)

EUR39,900,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Assigned (P)Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Assigned (P)Aa2 (sf)

EUR25,500,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030, Assigned (P)A2 (sf)

EUR24,400,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030, Assigned (P)Baa3 (sf)

EUR23,600,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Assigned (P)Ba2 (sf)

EUR10,100,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, 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

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

OCP Euro CLO 2019-3 Designated Activity Company is a managed cash
flow CLO. At least 90% of the portfolio must consist of secured
senior obligations and up to 10% of the portfolio may consist of
unsecured senior loans, unsecured senior bonds, 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.

Onex Credit Partners, LLC 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 2 year reinvestment
period. Thereafter, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk and credit improved obligations, and are
subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 37.9M of subordinated notes which will not be
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
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 cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial distribution
assumed for the portfolio default rate. In each default scenario,
the corresponding loss for each class of notes is calculated given
the incoming cash flows from the assets and the outgoing payments
to third parties and noteholders. Therefore, the expected loss or
EL for each tranche is the sum product of (i) the probability of
occurrence of each default scenario and (ii) the loss derived from
the cash flow model in each default scenario for each tranche. As
such, Moody's encompasses the assessment of stressed scenarios.

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

Target Par Amount: EUR425,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.60%

Weighted Average Fixed Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 6.5 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, exposures to countries with LCC of
A1 or below cannot exceed 10%, with exposures to LCC of Baa1 to
Baa3 further limited to 5.0% and with exposures of LCC below Baa3
not greater than 0%.




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

ITALMATCH: Moody's Affirms B3 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Fire (BC) S.p.A's (Italmatch) B3
corporate family rating, it's B3-PD probability of default rating
and its B3 EUR610 million Senior Secured Floating Rate Notes
instrument rating, which include the incremental EUR200 million
FRNs that the company intends to raise in order to term out the
EUR198.2 million bridge facility the company entered into to fund
the acquisition of BWA Water Additives (BWA). Fire is the ultimate
parent of companies trading under the name Italmatch. The outlook
remains stable.

RATINGS RATIONALE

Moody's has affirmed the ratings at B3 as leverage will stay well
above 5.5x driven by the issuance of EUR200 million of additional
debt in order to acquire BWA. Moody's expects Debt/EBITDA to reach
7.0x in 2019 and 6.4x in 2020. Whilst the EUR89.6 million equity
contribution from Bain Capital, Italmatch's main shareholder, is
credit positive, it is not sufficient in itself to offset the
increasing leverage as a result of the BWA acquisition. In
assessing the benefits of the transaction Moody's has not taken
into account expected future synergies into its 2019 metric
calculation.

Moody's nevertheless views the acquisition of BWA as a good
strategic fit. For 2018 BWA would increases the revenue size and
EBITDA base of Italmatch by EUR119 million and EUR27 million,
respectively. It also results in a more balanced regional exposure
between Europe with 42% of sales and N. America accounting for 33%
of group sales.

Italmatch has bolstered its liquidity by increasing the size of its
revolving credit facility to EUR100 million from EUR70 million. The
higher amount is in the rating agency's view sufficiently
reflecting the increased scope of the group including the acquired
BWA business. BWA's asset-light operating model requires very low
recurring capex requirements that the company indicates to be less
than 0.25% of annual sales, compared to about 2.5-3.0% for the
'old' Italmatch perimeter, without BWA. Moody's expects the
enlarged Italmatch to be Free Cash Flow negative in 2019 reflecting
the growth capex initiative that Italmatch has initiated, but
turning positive in 2020.

RATIONALE FOR STABLE OUTLOOK

The stable outlook assumes Italmatch to keep EBITDA margins around
15-16% in the next 12-18 months. The stable outlook also factors in
the successful execution of the capital expenditure plans with an
incremental EBITDA contribution from 2021 of minimum EUR13
million.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could upgrade the ratings if debt/EBITDA were to move to
below 5.5x and if the company returns to consistent positive FCF
generation.

Moody's could downgrade the ratings if Italmatch's leverage
increased to above 7.0x debt/EBITDA. Ratings could also be
downgraded if FCF were to remain sustainably negative and liquidity
deteriorated.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

Fire (BC) S.p.A is the parent company of operating companies that
trade under the name Italmatch Chemicals ("Italmatch"), with head
offices in Genova, Italy. Italmatch is a global chemical additives
manufacturer, with leadership in lubricants, water & oil
treatments, detergents and plastics additives. The company operates
through four distinct business divisions: Water & Oil Performance
Additives ("WOPA"), Lubricant Performance Additives ("LPA"); Flame
Retardants and Plastic Additives ("FPA") and Performance Products
and Personal Care ("PPA"). In 2018 Italmatch had revenues of
EUR422.5 million. Bain Capital Private Equity acquired Italmatch
from Ardian, a private equity fund, in October 2018.


ITALMATCH: S&P Affirms 'B' ICR Amid Close of BWA Water Acquisition
------------------------------------------------------------------
S&P Global Ratings noted that on Feb. 14, 2019, Italmatch S.p.A,
through its holding company Fire (BC) S.ar.l., closed the
acquisition of BWA Water Additives (BWA), a special
water treatment solutions company.  Italmatch has launched a EUR200
million tap under its senior secured floating rate notes due in
2024 for the purpose of refinancing the EUR198
million bridge facility that was used to fund the transaction,
along with an equity contribution from shareholders.

S&P Global Ratings affirmed its 'B' rating on Fire (BC) S.ar.l.

S&P also affirmed its '3' recovery rating and 'B' issue rating on
the senior secured notes, including the tap. The stable outlook
reflects S&P's expectation that Italmatch will demonstrate gradual
improvement in its profitability on the back of more profitable BWA
business, with adjusted debt to EBITDA remaining at 5x-6x in
2020-2021.

S&P said, "Our rating on Fire (BC) reflects our view that despite
higher gross debt of EUR645 million following the issuance of
EUR200 million in new senior secured floating rate notes, the
company's leverage will decline below 6x starting from 2020. We
expect that adjusted debt-to-EBITDA ratio will be 6.2x in 2019, but
anticipate that higher earnings, including BWA's contribution and
potential synergies, will enable the company to reduce its adjusted
debt-to-EBITDA ratio in the following year."   

BWA is a global provider of specialty water treatment solutions for
oil and gas and industrial water treatments and for desalination.
S&P notes that BWA operates under a fully outsourced model and owns
no manufacturing facilities. It designs molecules, but relies on
toll manufacturers for the blending and production of polymers and
biocides. Its range of products includes antiscalants, biocides,
corrosion inhibitors, and antifoams.

S&P said, "Following the acquisition of BWA, we believe Fire (BC)'s
profitability will strengthen, with our forecast EBITDA margin at
about 18%-19% in 2019-2021. This is at the higher end of our
average range for the specialty chemicals sector. Higher expected
profitability going forward is supported by a stronger EBITDA
margin reported by BWA in 2018 of about 22%, significantly higher
than the 16.5% margin reported by Italmatch (as adjusted by the
company). BWA is able to generate better profitability thanks to a
lower cost base due to an asset-light business model and higher
pricing power for its specialty products in some niche
applications. Margin improvement will also be backed by synergies
that the company estimates at about EUR9 million.

"We also note positively the improved scale of Italmatch's
operations, with an additional EUR120 million in revenue and EUR27
million in EBITDA as per 2018 results. Hence, for 2018, overall pro
forma group revenue would amount to EUR544 million, with EUR97
million in EBITDA. Also, we anticipate that BWA's strong market
positions will further increase Italmatch's market share in its
niche end markets. In addition, we expect that Italmatch will
improve its geographic footprint by reducing its reliance on
Europe. Given that more than half of BWA's sales come from the
U.S., the combined group's exposure to Europe will reduce to about
42% (from 53%) and the revenue from the U.S. will increase to 33%
(from 27%).

"At the same time, we note that the inclusion of BWA's operations
will increase Italmatch's concentration in water treatment-related
applications to 52% of sales (from 39%), and will at the same time
raise its exposure to the cyclical oil and gas end market to about
15% (versus 8%), mainly for fracking at pre-production stage
applications. However, given the variety of end markets served in
water treatment applications, we don't see higher concentration as
materially negative.

"In 2018, Italmatch's revenue amounted to EUR422.5 million,
increasing from EUR343 million a year ago on the back of Polatech
and Jiayou acquisitions. The company's adjusted EBITDA amounted to
EUR59.1 million (depressed by about EUR10 million of various
nonrecurring costs, which we capture in the adjustments). This is
below our previous forecast of EUR67 million. Its gross debt
totaled EUR446 million, including the EUR410 million senior notes
and drawings under the revolving credit facility (RCF) and other
local lines. Overall adjusted debt to EBITDA was a high 7.8x. We
expect that Italmatch's deleveraging will be driven by earnings
improvement and model more than EUR100 million in EBITDA in 2019
pro forma for full-year contribution from BWA. We could revise
upward the group's business risk profile if the group improved its
EBITDA margin to about 19% and achieved EUR120 million in EBITDA in
2020 (excluding any nonrecurring costs), benefitting from a full
year of synergies with BWA and the ramp-up of its new Fangcheng
plant in China, which will be commissioned in 2019 after the group
invested EUR28 million.

"Our view of Italmatch's highly leveraged financial risk profile
reflects its indebted capital structure as evidenced by our
forecast of an adjusted debt-to-EBITDA ratio of 6.2x in 2019,
expected to come down to 5.5x in 2020. We don't net cash for our
adjusted debt calculation, based on private equity ownership by
Bain Capital.

"We expect the company to improve its cash conversion potential
thanks to very limited capex investments needed for BWA owing to
its asset-light business model. BWA spends annually less than 0.25%
of its sales on capex, as compared with 2.5%-3% invested on average
by Italmatch in recurring capex. We think that the group will
generate more than EUR30 million in free operating cash flow
starting in 2020. We note that higher cash interest expense and
higher cash taxes will partly offset the benefit of additional cash
flows from BWA.

"The stable outlook reflects our expectation that Italmatch will
continue to demonstrate steady revenue growth and profitability
improvement with adjusted EBITDA margin at 18%-19% in 2020-2021.
The integration of higher-margin BWA business, potential synergies,
and commissioning of its new plant in China will support margin
expansion, in our view. During this period, we anticipate that
adjusted debt to EBITDA will remain at 5x-6x.

"We could lower the rating if the group experienced severe margin
pressure or significant operational issues, resulting in adjusted
debt to EBITDA consistently above 6.5x and EBITDA interest coverage
below 3.0x. These credit metrics could worsen because of large
debt-funded acquisitions or unexpected shareholder returns. A
weakening in the liquidity position could also put pressure on our
view of the company's creditworthiness.

"In our view, the probability of an upgrade over our 12-month
rating horizon is limited, given the group's high leverage and
potentially aggressive financial policy from the private equity
sponsor. We could raise the rating if the group were to post
adjusted debt to EBITDA sustainably below 5x and funds from
operations (FFO) to debt consistently above 12%. In addition, a
strong commitment from the private equity sponsor to maintain
leverage at a level commensurate with a higher rating would be
important in any upgrade considerations."




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

AXILONE: Moody's Affirms B3 CFR & Cuts First Lien Debt to B3
------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of CCP Lux Holding
S.a.r.l., the parent of Axilone. Axilone is a packaging company
focused on mostly premium lipstick, fragrance and skincare end
markets. Concurrently, Moody's has also downgraded the instrument
ratings to B3 from B2 for the senior secured bank facilities as a
result of the refinancing of the second lien bank facilities with
upsized first lien debt, all borrowed at CCP Lux Holding S.a.r.l.
The outlook is stable.

RATINGS RATIONALE

The affirmations reflect the strong performance of Axilone in 2018,
including 5.5% of revenue and 6.3% of estimated reported EBITDA
growth (at actual currencies and excluding ShiHong acquisition). As
a result, Moody's-adjusted debt/EBITDA is estimated at 6.0x for
2018, before annualisation of the ShiHong acquisition, and with
potential to further deleverage closer to the 5.5x rating trigger
if growth continues over the coming 12-24 months. Accordingly, the
ratings are solidly positioned.

Growth in 2018 was supported by both rebuy orders and new launches
while product mix also supported EBITDA margin growth. The company
also generated free cash flow after interest and capex. The solid
order book should provide potential for further growth in 2019.
Moody's also notes that the company acquired ShiHong in May 2018, a
former subcontractor, with metal packaging expertise and capacity.
This adds to the production footprint of Axilone.

However, the CFR also continues to reflect (i) the relatively
focused product portfolio, concentrated customer base and resulting
limited scale of the business in the context of other rated peers;
(ii) the importance of new launches to sustain growth and sometimes
short product lifecycles in Moody's view; (iii) and the challenge
to maintain its recent strong growth performance in different
economic environments and a generally competitive market. Moody's
also notes a significant degree of currency exposure as revenues
are generated in US dollar while production is somewhat
concentrated with its major operating plant for lipstick in China.
Although the company has a good track record in mitigating raw
material price volatility, the company does not have contractual
pass-through mechanisms for raw material price changes with its
customers.

However, the CFR also positively reflects the strong growth the
company has exhibited over several years on the back of contract
wins with existing brands, which has partly caused the customer
concentration. The latter has improved in 2018 and efforts to grow
in the local Chinese market should further improve diversification
in this regard. It additionally reflects (i) the good EBITDA
margin, also supported by its cost-competitive, comprehensive and
integrated production capabilities in China; (ii) the company's
efforts to diversify products and its production footprint; and
(iii) its broad revenue footprint across Europe, the US and Asia.

The downgrade of the first lien bank facilities to B3 from B2, now
aligned with the CFR, are a result of the refinancing of the second
lien facilities with an increase of first lien debt.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to demonstrate visible growth and reduce leverage.

LIQUIDITY PROFILE

Moody's considers Axilone's liquidity as good. As of December 2018,
the company had EUR52 million of cash on the balance sheet and
access to a fully undrawn committed EUR50 million revolving credit
facility (RCF) due 2024. Moody's also expects the company to be
cash flow positive on an annual basis. There is one net total
leverage springing covenant, tested if utilization of the RCF
exceeds 40%, under which Moody's expects the company to retain
ample headroom. Moody's notes that after the ShiHong acquisition
Axilone has EUR29 million of rolled debt, including leases, bank
loans and a seller loan which is largely short term in nature.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the ratings could develop as the business
further grows and diversifies. In any case, Moody's would expect
Moody's-adjusted debt/EBITDA to improve to 5.5x on a sustained
basis with ongoing visible positive free cash flow generation and a
sufficient liquidity profile for upward pressure to develop.
Conversely, negative pressure on the rating could develop if the
company's growth path reverses, for example from customer or brand
losses, leverage increase towards 7.0x, free cash flow turns
negative or liquidity concerns arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

DEBT LIST

Affirmations:

Issuer: CCP Lux Holding S.a.r.l.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Downgrades:

Issuer: CCP Lux Holding S.a.r.l.

Senior Secured Bank Credit Facility, Downgraded to B3 from B2

Outlook Actions:

Issuer: CCP Lux Holding S.a.r.l.

Outlook, Remains Stable

CPI PROPERTY: S&P Rates Proposed Subordinated Hybrid Bond 'BB+'
---------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB+' long-term
issue credit rating to the benchmark-sized subordinated hybrid bond
to be issued by CPI Property Group SA (BBB/Stable/--) under its
existing euro medium-term notes program.

S&P said, "We assess the proposed subordinated hybrid issuance as
having intermediate equity content until its first reset date,
which we understand will be in at least 6.5 years from the issuance
date (earliest possible day to call the instrument by the issuer is
any of the 90 days up to the first reset date and on any interest
payment date thereafter), because it meets our criteria in terms of
subordination, permanence, and deferability at the group's
discretion during this period. Consequently, in our calculation of
CPI's credit ratios, we treat 50% of the principal outstanding and
accrued interest on the hybrids as equity rather than debt. We also
treat 50% of the related payments on these notes as equivalent to a
common dividend."

S&P arrives at its 'BB+' issue rating on the security by notching
down from its 'BBB' issuer credit rating on CPI. The two-notch
differential reflects our notching methodology, which calls for
deducting:

-- One notch for subordination because S&P's long-term issuer
credit rating on CPI Property Group is investment grade (that is,
higher than 'BB+'); and

-- One notch for payment flexibility, to reflect that the deferral
of interest is optional.

S&P said, "The notching reflects our view that there is a
relatively low likelihood that the issuer will defer interest.
Should our view change, we may increase the number of notches we
deduct to derive the issue rating."




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

DELFT BV 2019: DBRS Assigns Prov. CCC Rating on Class G Notes
-------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings on the following
notes expected to be issued by Delft 2019 B.V. (Delft 2019):

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

Additionally, the Class B to G notes were all placed Under Review
with Positive Implications (UR-Pos.).

The UR-Pos rating actions reflect the publication of the "European
RMBS Insight: Dutch Addendum - Request for Comment" (the Updated
Methodology) on March 6, 2019.

The Updated Methodology presents the criteria with which Dutch
residential mortgage-backed securities ratings and, where relevant,
Dutch covered bonds ratings are assigned. DBRS updated its house
price indexation and market value decline rates to reflect data
through the third quarter of 2018.

This update is deemed to be material as the assumptions changed are
deemed to be key assumptions, and for Delft 2019 the positive
rating changes may be up to two notches.

Following the end of the Request for Comment period and release of
the final version of the Updated Methodology, DBRS expects to
resolve the current UR-Pos. status on all the affected ratings.

The rating assigned to the Class A notes addresses the timely
payment of interest and the ultimate repayment of principal by the
legal final maturity date in [• 20XX]. The provisional ratings on
Class B, C, D, E, F, and G notes address the ultimate payment of
interest and repayment of principal by the legal final maturity
date. DBRS does not rate the Class Z notes or residual
certificates.

Delft 2019 is a new transaction formed by securitizing the
collateral currently in EMF-NL 2008-2 B.V. (EMF 2008), a seasoned,
Dutch, non-conforming transaction comprising mortgage loans
originated by ELQ Portefeuille 1 B.V. (ELQ) and Quion 50 B.V.
(Quion), which were subsidiaries of Lehman Brothers through ELQ
Hypotheken N.V. and no longer originate loans. EMF 2008 is expected
to be called on the next interest payment date, which falls on 17
April 2019. Adaxio B.V. will service the mortgage portfolio during
the life of the transaction with Intertrust Administrative Services
B.V. acting as the replacement servicer facilitator. The servicing
of loans originated by Quion will be delegated to Quion
Hypotheekbemiddeling B.V. until [•] after which all servicing
will be performed by Adaxio B.V.

As of December 31, 2018, the provisional portfolio balance was EUR
141,444,634. The portfolio includes mortgage loans with
non-conforming characteristics such as self-certified borrower
income (60.8% by loan balance), negative Bureau Krediet Registratie
(BKR) listings of borrower credit history (31.3%) and borrowers
classified as unemployed, self-employed and pensioners (43.6%). The
loans are mostly floating-rate (87.1%), repay on an interest-only
(99.9%) basis and have a weighted-average coupon of 2.9%. The
weighted-average current loan-to-value (CLTV) ratio of the
portfolio is 84.5%, with 26.3% of loans exceeding a 100% CLTV
ratio.

The rated notes benefit from credit enhancement provided by
subordination and – excluding the Class G notes – the
non-liquidity reserve, which can clear any principal deficiency
ledger (PDL) debits in the revenue priority of payments. Initially,
the Class A notes will have 27.5% of credit enhancement. The
liquidity reserve is additionally available to cover interest
shortfalls on the Class A notes.

The general reserve will be funded from the issuance of the Class R
notes and can be applied to cover shortfalls in senior fees, pay
interest on Classes A to F and clear PDL balances on the Classes A
to F sub-ledgers. The general reserve has a balance equal to 2% of
the initial balance of Class A to Z notes minus the required
balance of the liquidity reserve. The liquidity reserve is
available to support senior fees and interest a shortfall on Class
A notes, following the application of revenue and the general
reserve. While the Class A notes are outstanding, the liquidity
reserve will have a required balance equal to 2% of the outstanding
balance of the Class A notes, subject to a floor of 1% of the
initial balance of Class A notes. As this liquidity reserve
amortizes, the excess amounts will become part of the revenue
available funds and allow the general reserve to increase in size.

Principal funds can be diverted to pay shortfalls in senior fees
and unpaid interest due on the Class A to F notes, which remain
after applying revenue collections and exhausting both reserve
funds. Principal receipts can only be used to pay interest
shortfalls if the corresponding note has a PDL balance of less than
10% of its outstanding balance. This does not apply to the
senior-most note where the principal can always be used to cover
interest shortfalls.

If principal funds are diverted to pay revenue liabilities,
including replenishing the liquidity reserve, the amount will
subsequently be debited to the PDL. The PDL comprises eight
sub-ledgers that will track principal used to pay interest, as well
as realized losses, in a reverse-sequential order that begins with
the Class Z sub-ledger.

On the interest payment date in April 2022, the coupon due on the
notes will step up and the notes may be optionally called. The
notes must be redeemed at par plus pay any accrued interest.

Monthly mortgage receipts are deposited into bankruptcy remote
Stitching collection foundation accounts at ABN AMRO Bank N.V (ABN
AMRO), mostly via direct debit. The funds credited to the
collection accounts are swept weekly into the account bank.
Commingling risk is considered mitigated by the use of a Stitching
and the regular sweep of funds. The collection account bank is
subject to a DBRS investment-grade downgrade trigger. ABN AMRO is
also the account bank for the transaction. DBRS's account bank
reference rating, one notch below the Critical Obligations Rating,
at AA (low), is consistent with the minimum institution rating
given the ratings assigned to the Class A notes, as described in
DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology.

In its cash flow assessment, DBRS applied two default timing curves
(front-ended and back-ended), prepayment curves (low, medium and
high assumptions) and interest rate stresses as per the DBRS
"Interest Rate Stresses for European Structured Finance
Transactions" methodology. The cash flows were analyzed using Intex
DealMaker.


DUTCH PROPERTY 2019-1: S&P Gives Prelim BB Rating on E Notes
------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Dutch
Property Finance 2019-1 B.V.'s mortgage-backed floating-rate class
A, B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes. At closing, Dutch
Property Finance 2019-1 will also issue unrated class F and G
notes.

S&P's preliminary ratings reflect timely receipt of interest and
ultimate repayment of principal for the class A notes. The
preliminary ratings assigned to the class B-Dfrd to E-Dfrd notes
are interest-deferred ratings and address the ultimate payment of
interest and principal.

The transaction securitizes a pool of Dutch mortgage loans secured
on owner-occupied residential properties, buy-to-let residential
properties, mixed-use, and commercial properties. In line with
Dutch Property Finance 2018-1 B.V., the loans were originated by
FGH Bank N.V., Vesting Finance Servicing B.V., and RNHB B.V., with
a small percentage of assets purchased from Propertize's Dome
Portfolio, which the seller acquired in October 2017. Additionally,
Dutch Property Finance 2019-1 also includes 7.10% of the Purple
portfolio, which the seller acquired in March 2018 from FGH Bank.
Vesting Finance Servicing  will service the portfolio. The seller
of the loans is RNHB.

The preliminary collateral pool of EUR398,569,796 comprises 1,791
loans granted to 1,550 borrowers. In S&P's view, the collateral
pool is unique in that borrowers are grouped into risk groups. All
borrowers within a risk group share an obligation to service the
entire debt of the risk group and are included in the securitized
pool (that is, there are no situations where within a risk group
some borrowers are part of the securitized portfolio and some
borrowers are not).

In the provisional pool, an excess of 40% in commercial properties
is considered as non-residential, which is the threshold limit
specified under our European residential loans criteria. To account
for this S&P has applied its ratings to principles and its covered
bond commercial real estate criteria.

S&P said, "Specifically, we have applied our European residential
loans criteria adjustments for the calculation of the
weighted-average foreclosure frequency (WAFF). For the
weighted-average loss severity (WALS) analysis, we have used our
ratings to principles and our covered bond commercial real estate
criteria to apply higher market value decline (MVDs) assumptions to
mixed-use and commercial properties (see table 3). We considered
the risk group exposure when calculating the weighted-average
original LTV as opposed to a property exposure for the purpose of
the current LTV. As part of this ratings to principles approach, we
have also considered a largest obligor analysis to test the
structure to withstand the default of the largest risk groups."

At closing, a reserve fund will be funded to 2.0% of the closing
balance of the class A to F notes. The reserve fund will be
nonamortizing and therefore the required balance will be 2.0% of
the initial balance of the class A to F notes.

S&P said, "Our preliminary ratings reflect our assessment of the
transaction's payment structure, cash flow mechanics, and the
results of our cash flow analysis to assess whether the notes would
be repaid under stress test scenarios. The transaction's structure
relies on a combination of subordination, excess spread, principal
receipts, and a reserve fund. Taking these factors into account, we
consider the available credit enhancement for the rated notes to be
commensurate with the preliminary ratings that we have assigned."

  PRELIMINARY RATINGS ASSIGNED

  Dutch Property Finance 2019-1 B.V.

  Class          Rating             Tranche
                             percentage (%)
  A              AAA (sf)             76.35
  B-Dfrd         AA (sf)              10.65
  C-Dfrd         A+ (sf)               3.95
  D–Dfrd         BBB+ (sf)             4.10
  E-Dfrd         BB (sf)               1.95
  F              NR                    3.00
  G              NR                    2.00

  NR--Not rated.


TELEFONICA EUROPE: Fitch Affirms Subordinated Notes at 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed Telefonica SA's Long-Term Issuer Default
Rating (IDR) at 'BBB'. The Outlook is Stable.

The ratings of Telefonica are supported by its diversified
portfolio of leading telecoms businesses, underpinned by its strong
incumbent position in Spain. Business diversification and the
regional nature of telecoms provide mitigation against cyclical
downturns. The scope of its business diversification also provides
the opportunity for in-organic deleveraging through disposals.

Fitch estimates 2018 funds from operations (FFO) lease adjusted net
leverage at 3.7x, which provides little headroom versus
itsdowngrade threshold of 3.8x. Strong underlying free cash flow
(FCF) and measured financial policies are expected to result in
deleveraging and improve rating headroom; its rating case is for a
FFO net leverage of 3.2x by 2021.

KEY RATING DRIVERS

Diversified Cash Flow: Telefonica's cash flow is one of the most
broadly diversified among Europe's large telecom operators. It is
underpinned by the company's incumbent position in Spain,
accounting for 38.1% of reported 2018 operating cash flow (OCF,
EBITDA less capex excluding spectrum). Its Latin American
businesses span the continent, making up a further 39.5% of OCF,
while Germany represents another 10.4% and the UK 11.9%. Such
diversification lends a degree of counter-cyclicality in the event
of a downturn in any one region. While growing correlation between
global economies dampens these benefits, telecom trends continue to
evolve on a national level.

Strong Incumbent: Fitch views Spain's telecom market as advanced
both technologically and in terms of product diversification.
Convergence is at an advanced stage, with Telefonica an early
adopter of quad-play. Among the large European economies Spain has
an advanced level of high speed broadband coverage and fibre
density, in part a function of a relatively low cost of building
out fibre, as well as advanced 4G coverage. Telefonica enjoys a
strong lead in fixed line, its share of broadband market revenue is
consistently in the mid-40% region and has a mobile market share of
30%, marginally behind Vodafone.

Competitive Spanish Market: A four-player convergent market
including challenger Masmovil, continues to pressure mobile revenue
in particular; mobile market revenue for the industry in the last
12 months to 3Q18 was down 5.9% according to Spanish regulator
CNMC. While Masmovil is focussed on the value segment it is
nonetheless proving disruptive. With an approaching 6 million
mobile subscribers it has quickly built an 11% market share (at
end-3Q18); its share of broadband is at 6% (revenue share lower at
2.2%) and growing firmly. The presence of Vodafone and Orange, both
of whom have invested heavily in fibre/acquisitions, makes for a
high level of convergent competition.

Fibre and Content Investment: Like the UK, Spain is a market where
TV content, in particular football, is important. While the UK is a
larger pay-TV market, Telefonica has driven a burgeoning market in
Spain, which has 6.9 million subscribers (3Q18). Telefonica's 4.1
million TV subscribers account for 60% of the market and close to
80% of revenue. The company's 21.3 million fibre-to-the homes
(FTTH) passed is the largest fibre network in Europe; customer
fibre penetration of 64% shows a strong take-up. The premium nature
of content (La liga alone reported to cost EUR980 million a season)
creates margin pressure, although Telefonica 's scale ensures this
is manageable.

Latin America Currency Impacts: Telefonica's South American
operations span the continent, accounting for 44% of reported 2018
EBITDA and around 40% of OCF. These markets show good organic
growth and represent businesses at a different stage of evolution
than Telefonica's mature European businesses. While they offer
diversification, negative currency impact can outweigh upside from
underlying growth. At the group level, currency effects adversely
shaved EUR1.5 billion off EBITDA while underlying EBITDA growth
generated an incremental EUR1.1 billion. The aggregate impact on
FCF was lower at around EUR500 million, but still outweighs the
positive currency effect of around EUR200 million on debt and acts
as a deleveraging constraint.

Spectrum Acquisition: The scope of Telefonica's operations leads to
significant spectrum acquisition, as is the case for any large
incumbent telco with a diversified international portfolio. The
group has recorded an aggregate spectrum investment of EUR4.6
billion over the past five years or an average of just under EUR1
billion a year. While the scale of spectrum acquisition may ease
beyond 2019 given the amount of 5G frequencies already auctioned,
Fitch sees these costs as an underlying cost to the business and
treats them as part of its FCF computations. Fitch believes it is
important that operators maintain competitive spectrum holdings in
their respective markets.

Effective Use of Hybrids: Management has demonstrated an effective
use of subordinated hybrid instruments, with approximately EUR7
billion of hybrid notes at the Telefonica level (ie. excluding
Colombia) outstanding. Instrument structure including
subordination, maturity, limited restrictive covenants and the
ability for coupon deferral mean that these instruments attract 50%
equity credit (EC) under Fitch's hybrid methodology, and provide an
important leverage offset to pressures driven by other factors.

Telxius Stake Sell-down: Telefonica has transferred certain mobile
towers and submarine cable assets into a separate subsidiary,
Telxius, in which it now owns 50.01%. For the purpose of
calculating Telefonica's credit metrics, Fitch has analysed the
proportionate deconsolidation of Telxius. The small size of Telxius
relative to the overall Telefonica group means that FFO adjusted
net leverage only increases very slightly. The deconsolidation of
this business reduces EBITDA and increases operating lease expense
capitalisation, offsetting any changes to net debt and any dividend
receipts and capex savings.

Low Rating Headroom: Telefonica's FFO net leverage closed 2018 at
3.7x (2017: 3.6x) providing little headroom versus Fitch's
downgrade threshold of 3.8x. Fitch estimates the negative impact of
FX on FFO net leverage was approximately 0.3x, highlighting the
leverage volatility driven by emerging market diversification and
currency exposure. Absent these impact the company would have
enjoyed good rating headroom. It is Fitch's opinion that management
shows a measured approach to financial policy and it believes some
deleveraging will be achieved over the next four years. Spectrum
investment has peaked for the time being, while lower capex and a
stable dividend are expected to see leverage fall to 3.2x by 2021.

DERIVATION SUMMARY

Telefonica is rated broadly in line with other geographically
diversified European telecom operators such as Orange SA
(BBB+/Stable), Deutsche Telekom AG (BBB+/Stable) and Vodafone Group
(BBB+/Stable). A higher exposure to emerging markets with
sub-investment grade ratings results in a slightly tighter leverage
sensitivity per rating band compared with its peers.

Telefonica and its peer group combine strong operational positions
in both fixed and/or mobile with sizeable and diverse cashflow
operations. Operators with a single-market focus, such as Royal KPN
NV (BBB/Stable) and BT Group plc (BBB+/Stable), have tighter
leverage thresholds for their respective ratings.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Low single-digit revenue decline in 2019, stabilising in 2020
and growing at low single digits thereafter

  - EBITDA margin stable in 2019, before gradually increasing to
32.4% by 2022

  - Sizeable tax rebates in 2019 and 2020, reflecting announced tax
rulings

  - Pre-retirement obligations included in FFO in the region of
EUR750 million 2019, falling to around EUR470 million by 2022

  - Capex-to-sales ratio excluding spectrum of around 15.5% in
2019-2022

  - Stable cash dividends of EUR2.1 billion-EUR2.2 billion per year


  - Off-balance-sheet debt adjustment based on an operating lease
multiple of 6.9x. The multiple is based on an estimated weighted
average of the geographic dispersion of long-term operating leases.


  - Net cash proceeds from divestments of EUR1.4 billion in 2019.

  - Fitch's calculation of net debt assumes that the vast majority
of the company's derivative financial assets and liabilities are
related to FX hedges

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - FFO adjusted net leverage falling sustainably below 3.3x

  - Improved competitive position in Telefonica's domestic and
other key international markets combined with strong growth in
pre-dividend FCF

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - FFO adjusted net leverage trending above 3.8x on a sustained
basis

  - Pressure on FCF driven by EBITDA erosion, FX and capital
repatriation constraints, higher capex and shareholder
distribution, or significant underperformance in the core domestic
and international markets

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Telefonica demonstrates strong liquidity with
cash balance of EUR6.8 billion as defined by Fitch, committed
undrawn liquidity facilities totalling EUR12.2 billion at
end-December 2018 and sustained positive FCF generation of around
EUR2 billion-EUR2.5 billion over the next three years. This
compares well with a well-spread debt maturity profile with no
notable concentrations.

Telefonica SA

  - LT IDR BBB Affirmed; previously BBB

  - Senior unsecured; LT BBB Affirmed; previously BBB

  - Senior unsecured; STF3 Affirmed; previously F3

Telefonica Europe BV
   
  - Senior unsecured; LT BBB Affirmed; previously BBB

  - Subordinated; LT BB+ Affirmed; previously BB+

  - Subordinated; LT BB+ New Rating; previously BB+(EXP)

Telefonica Emisiones S.A.U.
   
  - Senior unsecured; LT BBB Affirmed; previously BBB

Telefonica Participaciones, S.A.U.
   
  - Senior unsecured; LT BBB Affirmed; previously BBB




=============
R O M A N I A
=============

TRANSGAZ SA: S&P Withdraw 'BB+' LT Issuer Credit Rating
-------------------------------------------------------
S&P Global Ratings withdrew its 'BB+' long-term issuer credit
rating on Romania-based gas transmission system operator S.N.T.G.N.
Transgaz S.A. (Transgaz) at the company's request.

The outlook was negative at the time of the withdrawal. This
reflected S&P's opinion that Transgaz's financial performance could
weaken over the next two years, with funds from operations to debt
declining to substantially below 30% if the company proceeds with
its large debt-funded capital expenditure (capex) program.
Moreover, the capex peak could coincide with EBITDA potentially
dropping by about 50% compared with Romanian leu (RON) 856 million
in 2017, due to lower estimated revenues. The negative outlook also
took into account project execution risks--such as construction
delays or cost overruns--and potential liquidity pressure in 2019
and 2020, depending on the company's ability to secure long-term
funding for its capex program.

The company had no rated debt at the time of the withdrawal.




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

SAMARA OBLAST: S&P Affirms 'BB' Issuer Credit Rating, Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings, on April 5, 2019, affirmed its 'BB' long-term
issuer credit rating on Russia's Samara Oblast. The outlook is
positive.

OUTLOOK

S&P said, "The positive outlook reflects our expectation that the
oblast will contain its deficit after capital accounts below 5% of
total revenue in the medium term, while its debt will remain low
and liquidity position robust.

"We could consider raising the rating on Samara Oblast over the
next 12 months if its financial performance demonstrated less
volatility and improved on a sustainable basis. Additionally,
improvements in Russia's institutional framework could also support
the oblast in gradually decreasing its debt burden and limit
liquidity volatility."

Downside scenario

S&P could revise the outlook to stable if management relaxed its
prudent expenditure policies, allowing operating spending to
accelerate, thereby putting pressure on the oblast's budgetary
performance, debt, and liquidity position.

RATIONALE

S&P said, "We expect that in the coming three years Samara Oblast's
financial management will remain committed to achieving operating
surpluses solidly above 5% of operating revenues and deficits after
capital accounts well within 5% of total revenues. This will allow
the region to keep its tax-supported debt below 60% of consolidated
operating revenues through 2021. We further believe the oblast will
retain sufficient debt liquidity coverage over the forecast period,
owing to a combination of cash holdings and liquidity lines."
Additionally, the oblast's management has tighter control over its
government-related entities (GREs) compared with other regions, and
is continuing to decrease its number of GREs in an effort to focus
their functions. Volatility of the institutional framework under
which Russian regions operate and the relatively low wealth of the
local economy will continue to constrain the rating on Samara
Oblast."

Retains a cash cushion thanks to strong 2018 balances and lower
debt

Over 2019-2021, S&P believes Samara Oblast will demonstrate high
operating balances and only small deficits after capital accounts.
Over the past two years, the oblast demonstrated consistent balance
improvement, supported by tax growth and management's continuous
application of budget-consolidation measures. S&P said, "We expect
revenue performance will normalize over 2019-2021, compared with
unusually high results in 2018 thanks to positive fundamentals in
the commodities sector, namely higher prices and a weak ruble. At
the same time, we anticipate the oblast's budgetary performance
will be supported by tax revenue from domestically-oriented oil
production and refining companies, as well as strong performances
of the manufacturing and food processing, and financial industry
sectors."

Pressure on expenditures from the implementation of national
development projects announced by the Russian president in 2018
will be moderate, in our view. This is because many of the projects
are already included in existing expenditure programs and the
oblast will receive a higher amount of grants in the coming years
to support them.

A positive budgetary performance and budget loan restructuring have
allowed the oblast to decrease its debt stock by redeeming its bank
debt earlier. S&P said, "We believe the oblast will likely maintain
tax-supported debt well below 60% of consolidated operating
revenues through 2021. We consider this debt level as low in an
international context. At the end of 2018, budget loans made up
one-third of the oblast's debt stock were , while the rest
consisted of medium- and long-term bonds."

S&P said, "We anticipate that small deficits after capital accounts
and reduced debt service will allow the oblast to maintain
sufficient liquidity coverage. We consider that the oblast's cash
will cover debt service by more than 100% over the next 12 months.
Beyond that, we think Samara Oblast may resort to liquidity line
coverage or additional borrowing to cover maturing debt service. At
the same time, we consider that the oblast has limited access to
external liquidity, given the weaknesses of the domestic capital
market.

"We view Samara Oblast's outstanding contingent liabilities as very
low. The oblast's administration continues to reduce its presence
in the local economy by privatizing the oblast's GREs. We estimate
support to GREs will not exceed 2% of the oblast's total revenues,
and believe that its municipal sector is relatively financially
healthy. We therefore don't expect any significant extraordinary
support to be required from the budget in the coming years."

Debt and liquidity management is sound, despite volatile and
unbalanced institutional framework

Under Russia's volatile and unbalanced institutional framework,
Samara Oblast's budgetary flexibility and performance are
significantly affected by the federal government's decisions
regarding key taxes, transfers, and expenditure responsibilities.
S&P estimates that federally regulated revenues will continue to
make up more than 95% of Samara Oblast's budget revenues, which
leaves very little revenue autonomy for the region. The application
of the consolidated-tax-payer-group, the tax payment scheme used by
corporate taxpayers since 2012, continues to undermine
predictability of corporate profit tax payments. Furthermore, the
federal budget law for 2019-2021 does not have provisions for new
budget loans. At the same time, the region is participating in the
restructuring of the outstanding budget loans initiated by the
Federal Ministry of Finance, which should support its liquidity.
Samara will pay only 5% of budget loan stock in 2019, and 10% in
2020. At the same time, the restructuring agreement imposes a limit
on debt stock at below 50% of total revenues by 2020, and on the
deficit after capital expenditure (capex), at below 10% of total
revenues. Samara Oblast also benefits from the extension of the
revolving federal Treasury facility from 50 to 90 days as of 2018.

Samara Oblast is one of Russia's key industrial regions, home to
over 2% of the country's total population and historically
contributing about 2% of the national GDP. Nevertheless, the
oblast's wealth remains low in an international comparison. S&P
forecasts gross regional product (GRP) per capita will be below
US$16,000 over 2019-2021. Moreover, the oblast's revenues remain
exposed to the changes in the tax regime on oil production and the
refining industry, which together provide about 15% of GRP, as well
as the financial strategies of a few holding companies operating in
this sector. At the same time, in S&P's view, the oblast's tax base
is not intrinsically concentrated compared with other commodity and
mineral extraction oriented peers.

S&P said, "Samara Oblast's modifiable revenues (mainly transport
tax and nontax revenues) are low and don't provide much
flexibility--we forecast they will account for less than 10% of the
oblast's operating revenues on average in the next three years. On
the expenditure side, leeway remains limited, with a large share of
inflexible social spending. At the same time, we believe that capex
will remain above 15% of total spending in the coming three years
based on the management plans to increase capital investment in
infrastructure. Overall we believe that the oblast's flexibility
buffers will remain weak given the relatively small size of the
self-financed capital program."

The oblast's debt and liquidity management has improved in the past
few years, with its debt increasing in duration and regular
presence on capital markets. S&P also believes that the oblast's
management of GREs is tighter than that of local peers, because the
sector is quite small, most GREs are financially sound and well
monitored, and the oblast continues to privatize its companies.At
the same time, similar to all Russian local and regional
governments, the oblast lacks reliable long-term financial planning
and sufficient mechanisms to counterbalance potential tax
volatility.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision. After the
primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating action.


  RATINGS LIST

  Ratings Affirmed

  Samara Oblast

   Issuer Credit Rating                   BB/Positive/--

   Senior Unsecured                       BB




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

CATALONIA: DBRS Confirms BB(high) Long Term Issuer Rating
---------------------------------------------------------
DBRS Ratings GmbH confirmed the Long-Term Issuer Rating of the
Autonomous Community of Catalonia (Catalonia) at BB (high) and its
Short-Term Issuer Rating at R-4. At the same time, DBRS changed the
trend on all ratings to Positive from Stable.

KEY RATING CONSIDERATIONS

DBRS's trend change to Positive from Stable on Catalonia's BB
(high) ratings reflects (1) the continued improvement in the
region's finances in 2018 and the expectation of further fiscal
consolidation in 2019; (2) the positive track record on the
economic and financial management fronts in spite of political
tensions in the region and; (3) a political agenda pursued by the
current regional government perceived as less confrontational
towards the national government.

The ratings are underpinned by (1) the region's positive economic
indicators and the slow but continued improvement in its fiscal
performance; and (2) the financing support provided by the Kingdom
of Spain (rated A, Stable, by DBRS) to the regional government.
While DBRS continues to view the political situation in the region
as a source of uncertainty, the rating agency considers that the
impact of the political tensions between Catalonia and the national
government on the regional economy or more generally on its fiscal
and financial management have remained limited.

Catalonia's Long-Term Issuer Rating currently remains at the BB
(high) level given the region's high debt metrics and a still
challenging political environment. Although DBRS's expects the
region's debt reduction to be a slow and lengthy process and the
political noise to remain over the long-term, it considers that the
region's intrinsic performance has improved in the last 12 months
and that key milestones are reachable for the region to strengthen
its creditworthiness further in the next 12-18 months.

RATING DRIVERS

Triggers for an upgrade include: (1) the relationship between the
region and the national government remains relatively stable with
debt and fiscal management staying insulated from any potential
rise in political tensions; (2) the region continues its fiscal
consolidation towards a balanced budget position and improves its
debt sustainability metrics further.

By contrast, a return to a Stable trend could stem from: (1) a
material escalation of the political tensions between the region
and the national government that would substantially worsen the
relationship between both government tiers. Specifically, and
although unlikely given the existing track record, indications that
the financing support received by the region may be reduced would
have negative credit implications; or (2) there is a deterioration
in the region's current fiscal consolidation path and decreasing
debt-to-operating revenue figures.

RATING RATIONALE

The Political Environment Remains a Key Rating Consideration

Despite the trend change to positive from stable, the political
environment continues to weigh on Catalonia's rating. The
pro-independence regional government has somewhat softened its
independence rhetoric—in part supported by the government change
at the national level in June 2018— but political uncertainty
remains. The national elections scheduled for 28 April 2019 and the
outcome of the trial of former Catalan politicians ("the trial")
expected later this year will be critical to assess how the
political situation evolves.

Although DBRS does not exclude the possibility of an escalation of
the conflict in the months ahead, its impact on Catalonia's overall
economic, fiscal and debt performance should remain limited. This
assessment is supported by the sound regional track record since
the peak of the political conflict in October 2017. DBRS highlights
that the economic momentum in Catalonia remained strong throughout
2018.

In addition, the liquidity and financing support provided by the
national government to the region remained unaffected. The
application of the Article 155 of the Spanish Constitution (through
which the national government placed the region and its finances
under its administration and management), although it heightened
political tensions, did not derail the region's fiscal trajectory.
Nevertheless, going forward, any material worsening of the
relationship between the national and regional governments could
prompt DBRS to revise its assessment of the region's political
risk; a key rating consideration for the region's ratings.

Fiscal Consolidation Continues, Supported by Strong Economic
Growth

On the fiscal side and in line with DBRS's expectations,
Catalonia's fiscal performance has continued to improve in 2018.
Its deficit for the year stood at -0.44% of the region's gross
domestic product (GDP), just above the target of -0.40% set by the
national government, but substantially better than the -2.84%
deficit recorded in 2015. Catalonia's fiscal consolidation since
2015 was largely driven by the positive real GDP growth reported on
average over the last four years in the region (3.4%) and the rest
of Spain (3.1%). Marked GDP growth led to a pick-up in tax revenues
— regional taxes and regional share of national taxes — which,
coupled with continued control over regional expenditure, led to a
rapid reduction in the headline deficit figures.

For 2019, DBRS expects fiscal consolidation to continue, although
at a slower pace, on the back of still dynamic albeit decelerating
economic indicators. DBRS currently considers that the deficit
target of -0.1% of GDP, although challenging, remains within the
regions reach. The positive fiscal trajectory should remain
supported by the continued increase in fiscal transfers from the
national government towards Spanish regions. Although the
additional transfers (entreats a cent) remain conditional to the
approval of the 2019 national budget (or the passage of a Royal
decree) and hence the formation of a government after the general
elections in April, DBRS anticipates that any delay in receiving
these funds should remain temporary and therefore should not impact
2019 fiscal consolidation.

The National Government's Financing is Critical to the Region's
Creditworthiness

The debt financing provided by the national government to its
regions, the favorable conditions attached to it and DBRS's
expectation that this support will continue going forward is
critical for Catalonia's rating. The region's large financing and
refinancing needs have significantly benefited from the national
government's support since 2012.

DBRS also views positively the region's recent shift in its key
financing source from the Fond de Liquidize Autonomic (FLA, a
financing from the national government aimed at regions not
complying with deficit and debt targets, based upon strong
conditionality), to the Facilitate Financier (which provides cheap
financing to regions meeting targets without conditionality), which
underpins the strengthening of the region's fiscal performance in
recent years.

While Catalonia's debt is very high at EUR 82.1 billion at the end
of 2018 (291% of its operating revenues), DBRS gains comfort on its
sustainability, given the national government's support (more than
70% of the regional debt stock) and the very low funding costs from
which the region currently benefits. DBRS also highlights that the
regional debt-to-revenue ratio decreased in 2018 for the third
consecutive year (from 334% in 2015), supported by lower financing
needs and dynamic operating revenues. In its baseline scenario,
DBRS continues to anticipate that this positive trend would
continue in 2019 and 2020.


TDA CAM 8: Fitch Affirms CC Rating on Class D Debt
--------------------------------------------------
Fitch Ratings has upgraded six tranches and affirmed four tranches
of two TDA CAM Spanish RMBS transactions. The Outlooks are Stable
on TDA CAM 8, FTA and Positive for TDA CAM 9, FTA.

The transactions comprise residential mortgages serviced by Banco
de Sabadell S.A. (BBB/Stable).

KEY RATING DRIVERS

Improving Credit Enhancement

Fitch expects structural credit enhancement (CE) to continue
increasing over the short to medium term across the two
transactions given the prevailing sequential amortisation of the
notes. Nevertheless, CE for TDA CAM 8 could stabilise in the medium
term if the transaction switches to pro-rata amortisation subject
to meeting various performance conditions.

Fitch views these CE trends as sufficient to withstand the rating
stresses commensurate with the rating actions. This is also
reflected by the Positive Outlook on TDA CAM 9.

Rating Cap Due to Payment Interruption Risk

Fitch views TDA CAM 8 and 9 as being exposed to payment
interruption risk in the event of a servicer disruption as the
available liquidity sources (reserve funds) are considered
insufficient to cover senior fees, net swap payments and senior
notes' interest during a minimum of three months needed to
implement alternative arrangements. The notes' maximum achievable
ratings are commensurate with the 'Asf' category, in line with
Fitch's Structured Finance and Covered Bonds Counterparty Rating
Criteria. While TDA CAM 8's reserve fund is recovering and stands
at around 80% of its target balance, the reserve fund for TDA CAM 9
remains fully depleted.

Stable Asset Performance

Fitch expects performance to remain stable over the short to medium
term due to the seasoning of the mortgages of around 13 years, the
prevailing low interest rate environment and the Spanish
macroeconomic outlook. The ratios of three-month plus arrears
(excluding defaults) as a percentage of current pool balances are
lower than 0.5% as of the latest reporting dates.

Cumulative gross defaults on these transactions are high but show
signs of continuous flattening, ranging between 10.7% for TDA CAM 8
and 15.8% for TDA CAM 9 relative to the initial portfolio balances
as of the latest reporting periods. Defaults are defined as loans
in arrears for more than 12 months. These high levels of cumulative
defaults are above the average 5.9% for other Spanish RMBS rated by
Fitch, and are partly explained by the high proportion of borrowers
with high debt to income ratios.

Risky Portfolio Attributes

The securitised portfolios are exposed to geographical
concentration in the regions of Valencia and Murcia. In line with
Fitch's European RMBS rating criteria, higher rating multiples are
applied to the base foreclosure frequency assumption to the portion
of the portfolio that exceeds two and a half times the population
within these regions. Additionally, around 17% of these portfolios
are linked to second homes, which are considered riskier than
owner-occupied loans, and are subject to a foreclosure frequency
adjustment factor of 150%.

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 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 ongoing
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, 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.

The rating actions are as follows:

TDA CAM 8, FTA

Class A (ES0377966009): upgraded to 'A+sf' from 'A-sf'; Outlook
Stable

Class B (ES0377966017): upgraded to 'BB+sf' from 'B-sf'; Outlook
Stable

Class C (ES0377966025): affirmed at 'CCCsf'; Recovery Estimate (RE)
revised to 90% from 70%

Class D (ES0377966033): affirmed at 'CCsf'; RE maintained at 0%

TDA CAM 9, FTA

Class A1 (ES0377955002): upgraded to 'BBBsf' from 'BB+sf'; Outlook
Positive

Class A2 (ES0377955010): upgraded to 'BBBsf' from 'BB+sf'; Outlook
Positive

Class A3 (ES0377955028): upgraded to 'BBBsf' from 'BB+sf'; Outlook
Positive

Class B (ES0377955036): upgraded to 'BB-sf' from 'CCCsf'; Outlook
Positive

Class C (ES0377955044): affirmed at 'CCsf'; RE revised to 60% from
0%

Class D (ES0377955051): affirmed at 'CCsf'; RE 0%




===========
S W E D E N
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QUIMPER AB: Fitch Assigns 'B' Long-Term IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned Nordic building products distributor
Quimper AB (Ahlsell AB) a final Long-Term Issuer Default Rating
(IDR) of 'B' with a Stable Outlook, following the finalisation of
the acquisition of Ahlsell by the main owner CVC. The assignment of
the final ratings follows a review of the final documentation being
materially in line with the draft terms.

KEY RATING DRIVERS

High Leverage: Fitch views Ahlsell's expected post-acquisition FFO
gross leverage of 7.7x in 2019 as aggressive and this restricts the
rating. It is at the higher end of the peer group, with only
Praesidiad Group Limited (B-/Stable) and Officine Maccaferri S.p.A.
(B-/Stable) with leverage at similar levels. Fitch expects
deleveraging to be modest, with forecast FFO gross leverage falling
to 6.6x in 2023 due to lack of amortisation, and which is supported
by expected higher profitability. Fitch deems financial flexibility
adequate for the rating, with limited liquidity in 2019. The FFO
fixed charge cover is pressured by high cash interest payments, but
is in line with the rating.

Resilient Free Cash Flow: Ahlsell has a good track record of
converting EBITDA into cash flow due to the asset-light nature of
the business and a clear focus on working capital management,
especially its inventory levels. This is to some extent reflected
in the funds from operations (FFO) margin, but more clearly in the
free cash flow (FCF) margin, which is supported by modest capex. In
2018, lower profitability pushed the FCF margin down to 2.9%, which
is similar to other investment-grade companies. Fitch, however,
expects this metric to improve to between 3% and 4% in 2020-2021,
given no expected dividend payments and continued low capex. Fitch
views a good FCF margin as critical for the ratings given the
company's expected high leverage.

Strong Business Profile: Fitch views Ahlsell's business profile as
solid, based on its position as the leading Nordic distributor of
installation products, tools and supplies to professional customers
as well as a solid number one market position in Sweden. Ahlsell
has good diversification of products, customers and suppliers,
although there is significant geographic concentration to Sweden.
The company's products are accessible through branches, an online
store and unmanned on-site solutions. Fitch views Ahlsell's
efficient logistics system as a competitive advantage with short
delivery lead-times throughout the Nordic region.

Growth Ahead of Market: Ahlsell has achieved its target of growing
faster than the market in the last four years. Acquisitions are a
key element in the company's growth strategy, although organic
growth has contributed around two-thirds of CAGR in recent years.
The acquisitions are typically smaller distributors or retailers
operating in niches within Ahlsell's product or geographic
segments. Fitch views merger risks as limited due to the targets'
lower profitability and conservative acquisition multiples, which
together with the company's proven integration model, usually
positively impacts leverage metrics.

Cyclical End Markets: Ahlsell is exposed to cyclical markets, as
construction, industry and infrastructure companies are its main
customers. Ahlsell has benefited recently from a favourable
economic climate and a strong construction market in Sweden.
However, Fitch expects that the decrease in housing starts in
Sweden in 2018, which is expected to continue in 2019, will
pressure organic growth. Fitch believes this effect is mitigated by
Ahlsell's limited exposure (15% of sales) to new residential
construction, the company's scale and product diversification.

Temporarily Declining Profitability: Despite increasing revenues,
Ahlsell's profitability declined in 2018 and the resulting
Fitch-defined EBIT margin of 7.0% is commensurate with a 'B'
rating, albeit stronger than one of its main peers Rexel (not
rated) at 4.3%. The decline reflects acquisitions with lower
profitability, recent high growth in segments with a lower gross
margin, notably in the Norway operations, price increases from
suppliers and restructuring activities in Norway and Sweden. Fitch
forecasts a gradual improvement, based on higher operational
efficiency in Norway and Finland, the announced cost-savings
programme and a more favourable business mix.

DERIVATION SUMMARY

Ahlsell displays a solid business profile with market-leading
positions and strong diversification. It is, however, somewhat
weaker than Rexel, which has a larger scale and broader
geographical spread with representation in Europe, North America
and, to a lesser extent Asia. Ahlsell's business profile compares
favourably with other building products producers' such as
Praesidiad Group Ltd and Officine Maccaferri S.p.A. benefiting from
significant scale, end-market diversification and market position.
Ahlsell's broad product offering within different segments supports
the company's higher profitability and cash flow margins than
Rexel's.

Ahlsell's expected leverage is substantially higher than Rexel's
and more in line with Praesidiad's and Maccaferri's. Both Ahlsell
and Rexel show a high cash conversion ratio throughout the cycle,
resulting in resilient FCF and adequate financial flexibility
relative to cyclical industrial manufacturers or building product
companies in the same rating categories.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Our Rating Case for the Issuer

  - 4.2% revenue growth in 2019 and between 3.7% and 4.4%
thereafter, as long-term market-supportive trends in Sweden offset
an expected slowdown in the Swedish construction sector

  - Gradual margin improvement with EBITDA margin reaching 9.8% in
2023

  - Higher capex at 0.9% of revenue in 2019-2020 due to investment
in the Swedish central warehouse, and 0.7% thereafter

  - Acquisitions of about SEK200 million annually

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - FFO adjusted gross leverage under 6.0x on a sustained basis

  - EBITDA margin consistently above 10%

  - Increased geographical diversification outside of Sweden

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - FFO adjusted gross leverage above 8.0x on a sustained basis

  - FCF margin below 1% on a sustained basis (2018: 2.9%)

  - FFO margin consistently below 4% (2018: 6.9%)

  - Aggressive acquisition pace with margin dilution as a result

RECOVERY ANALYSIS

Ahlsell has an asset-light business model. Most of the assets, such
as logistic or distribution centres, are leased, while core
tangible assets are tied to inventory and account receivables.
Fitch believes that the going-concern approach will be preferred in
a distressed scenario.

Fitch has taken into account the forward-looking EBITDA for 2019
under the Fitch base case as it includes already identified and
implemented cost savings as well as positive impact from finalised
acquisitions that are likely to be delivered in 2019. Fitch applies
a discount of 25% to EBITDA.

An EBITDA multiple of 5x has been used, reflecting the cyclicality
of the business and the company's low valuation in the market's
cyclical downturn. After deduction of 10% for administrative
claims, Fitch forecasts the first-lien debt holders would be able
to recover approximately 54% of the debt face value, leading to an
instrument rating of 'B+'/'RR3'/54%. The expected recovery on the
second-lien debt is 'CCC+'/'RR6'/0%.

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: The ratings assume that the new financing
structure including a 6.5-year SEK2,250 million multi-currency
revolving credit facility is in place. Fitch forecasts the readily
available cash and cash equivalents at an adequate SEK1,072 million
for end-2019. Combined with Ahlsell's strong FCF compared with its
peers and limited seasonal working capital needs, Fitch views
liquidity as sufficient.


SAMHALLSBYGGNADSBOLAGET I NORDEN: Fitch Raises IDR to 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded the Swedish property company
Samhallsbyggnadsbolaget i Norden AB's (SBB) Long-Term Issuer
Default Rating (IDR) to 'BB+' from 'BB' and placed it on Rating
Watch Positive (RWP). Fitch has also assigned an expected
'BB-(EXP)' rating to SBB's proposed EUR300 million hybrid bond. The
conversion of the expected rating into a final rating is contingent
on the receipt of final documentation. The hybrid is rated two
notches below SBB's current IDR.

The RWP reflects the plan by SBB to actively manage its portfolio
mix towards social infrastructure (elderly care homes, group
housing and schools) and residential properties. When this is
completed in the short-term, Fitch expects to further upgrade the
IDR to 'BBB-' and assign a Stable Outlook (and the hybrid to be
rated two notches lower at 'BB'). Fitch forecasts that after
various transactions SBB's proforma financial profile will be
consistent with an investment-grade rating relative to the
company's mix of property portfolio.

The rating upgrade of SBB to 'BB+' RWP reflects a stronger capital
structure, driven by the proposed issue of a EUR300 million hybrid
bond and the issuance of equity and hybrids in 2018 and 1Q19. The
proposed hybrid will be used to repay secured debt, leaving more
assets unencumbered to the benefit of unsecured creditors. SBB has
progressively improved its capital structure by removing legacy
issues, developed its access to capital, and improved its corporate
governance.

KEY RATING DRIVERS

Hybrid Issue Improves Leverage: The proposed EUR300 million hybrid
bond will strengthen SBB's capital structure and Fitch forecast
pro-forma net debt-to-EBITDA to fall below 10.5x at end-2019 as a
result of various transactions, and below 10x in 2020. The hybrid
issue follows class D ordinary share and other hybrid bond issues
during 2018 and in 1Q19, and a recent tightening of the group's
financial policy (including a loan-to-value (LTV) target below
50%).

Simplified Capital Structure: Measures taken by SBB have gradually
simplified its capital structure and aligned it closer to a
standard corporate financing structure. The proposed hybrid issue
will be used to repay secured debt and leave more assets
unencumbered. All unsecured bonds are now issued by the parent
company following an issuer swap from a legacy subsidiary issuer.
Preference shares in SBB's subsidiary Hogkullen, which Fitch
treated as debt, and some of SBB's preference shares that attracted
50% equity credit, have been replaced by the newly issued class D
ordinary shares.

Developing Access to Capital: SBB has developed its capital market
access via unsecured bond issuance, the establishment of commercial
paper programmes in both Swedish krona and euro, the issuance of
hybrid bonds (SEK1.9 billion outstanding as at end-2018) and class
D shares. SBB's class D shares are ordinary shares that receive a
larger share (at a 5:1 ratio) of ordinary dividend than standard
shares up until a fixed amount (SEK2 per year). Unlike preference
shares there is no deferral interest, nor any right to redeem. SBB
targets a listing of its shares on the main market on the Nasdaq
Stockholm Stock Exchange.

Niche Community Service Assets: At end-2018 the annualised rental
income of SBB's SEK25 billion property portfolio had a 50%
weighting (by rental income) in community service properties
(excluding the DnB building, which Fitch classifies as commercial
offices). These properties have an indirect and direct government
tenant base including government departments, municipalities,
elderly care, and LSS (disabled) group housing. The remainder of
the portfolio is regional residential (31%) and commercial
offices/retail (19%). The portfolio is located mainly in Sweden
(70% of market value) and Norway (30%), with a few properties in
Finland (1%).

Bespoke Nature of Some Assets: The community service-orientated
portfolio contains some bespoke regional and niche assets such as
schools, city halls, regional municipal's offices, and elderly
people's apartments. Although on long-dated leases, their rental
evidence may be difficult to ascertain; however, these leases have
contractual indexed uplifts. Management states that a large share
of these scheduled leases that will expire in the coming years are
with community service tenants who have been in the same building
for more than 10 or even 20 years so renewal is likely. For these
types of niche assets, Fitch believes that there are fewer
alternative domestic investors compared with commercial property.
SBB's residential portfolio is regional and benefits from the
stability of rents under Sweden's rental regulation and a shortage
of available rented housing.

Greater Leverage Headroom: The mix of contractual longevity of
income (average lease length of seven years), a stable tenant base
and the resultant low-income yield of the residential portfolio
affords SBB slightly greater financial leverage headroom than EMEA
commercial property portfolios, which have shorter lease length and
whose rental values are more sensitive to economic cycles.

Building Rights Disposals. A key part of SBB's strategy is to
create building rights for residential projects by acquiring
properties and land with development potential and to apply for
zoning approval. SBB pre-sells these building rights, directly or
in JVs, to developers who take on the development risk. Cash
receipts from the sale of building rights and its timing are
conditional on receiving zoning approval. The proceeds are a form
of capital gain, which Fitch excludes from rental-derived EBITDA,
but represent forecasted cash inflows that support SBB's
deleveraging capacity.

Founder Influence: SBB's ownership is concentrated in CEO Ilija
Batljan, who has around a 40% voting share, resulting in some key
man risk. SBB has made a number of ongoing improvements to its
corporate governance structure, such as appointing a new Deputy
CEO, COO and Head of Investor Relations. SBB's earlier arrangement
of using a related-party property management company has been taken
in-house and the CEO is prepared to widen the equity base with
institutional investors.

Hybrid Notched off IDR: The proposed EUR300 million hybrid is rated
two notches below SBB's IDR. It reflects the hybrid's deeply
subordinated status, ranking behind senior creditors, with coupon
payments deferrable at the discretion of the issuer and no formal
maturity date. It also reflects the hybrid's greater loss severity
and higher risk of non-performance relative to senior obligations.
The proposed securities qualify for 50% equity credit in accordance
with Fitch's hybrid criteria, until there is less than five years
left to its effective maturity date, which occurs when the coupon
step-up exceeds 100bp. In the event Fitch further upgrades the IDR
to 'BBB-' on the resolution of RWP the hybrid would be rated two
notches lower at 'BB'.

DERIVATION SUMMARY

With the lower-yielding nature of SBB's residential rental
portfolio and longer lease length than peers' (from both community
service assets and average tenure of residential assets), and
portfolio mix, Fitch has allowed SBB more leverage headroom and
lower interest cover than (i) commercial property-orientated
Swedish peers, and (ii) EMEA peers with commercial property
companies that underpin its EMEA REIT Navigator mid-point
guidelines.

Fitch views SBB's portfolio as more stable due to the strength of
Swedish residential property with its regulated below-open market
rents and the community service properties' stable tenant base with
longer-term leases. This is slightly tempered by the regional
location of assets within SBB's portfolio. SBB's portfolio
fundamentals are less sensitive to economic cycles than commercial
office property companies that are reliant on open market
conditions with multiple participants affecting market
fundamentals.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Successful issue of the EUR300 million (SEK3 billion
equivalent) hybrid in 2019 and final documentation of the hybrid
fulfilling Fitch's criteria for 50% equity credit.

  - SEK1 billion of capital repayment in 2019 from newly created
joint ventures as they refinance the assets SBB contributed.

  - Recurring rental income at end-2018 equivalent to SEK1,585
million.

  - Like-for-like rental income growth of around 2% per year
(indexed leases).

  - Additional rental growth from SEK400 million-SEK500 million
capex investments with a 10-12 year payback period.

  - Net operating income (NOI) margin is a blend of around 80% for
community service income, and residential around 50%.

  - Building rights disposals of SEK650 million in 2019, SEK645
million in 2020 and SEK792 million in 2021. Thereafter SEK250
million per year.

  - Central administration cost base at SEK75 million (after an
increase to SEK102 million in 2018, which included one-off costs).

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Longer track record, a simplified financing structure and a
more diverse equity base.

  - Unencumbered asset cover above 2.0x (2018: 1.1x).

  - Well-laddered debt maturity schedule with longevity.

  - Fixed charge cover (FCC) ratio greater than 1.8x (2018: 1.5x)

  - Net debt-to-EBITDA of less than 10x (funds from operations
(FFO)-based net equivalent under 11x)

  - 12-month liquidity score above 1.0x (2018: 1.9x)

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Reversal of group transparency and expansion of the group's
equity base.

  - Heavier weighting in secured debt and more encumbered assets

  - Acquisitions that (due to being over-priced) reduce FCC below
1.4x

  - Net debt-to-EBITDA greater than 10.5x

  - Group LTV above 60% (compared with individual propco covenant
breach levels of 70%-75%)

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-2018, SBB had SEK157 million in readily
available cash and SEK2.2 billion of committed undrawn credit
facilities (increased to SEK2.7 billion after year-end). Debt
maturities are less concentrated than at domestic peers with SEK2.2
billion or 14% of total debt maturing in 2019 (cumulatively 19% by
end-2020). During 1Q19, SBB issued a total of SEK700 million of
bonds with five-year maturities. In addition, SBB is scheduled to
receive over SEK0.65 billion of cash flow from building rights
monetisation in 2019.

Mix of Debt Creditors: Within over SEK16 billion of total
Fitch-adjusted debt as of end-2018, SEK4.2 billion was unsecured
debt. This is small compared with SEK10.5 billion of secured bank
loans and bonds. SBB is looking to increase the proportion of
unsecured and hybrid debt, as secured debt financings mature, which
should leave more assets unencumbered. The average cost of debt
(including the 6%-7% hybrid coupon) is 2.7%.


SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Puts BB ICR on Watch Pos.
---------------------------------------------------------------
S&P Global Ratings placed its 'BB' long-term issuer credit ratings
on Swedish property company Samhallsbyggnadsbolaget i Norden (SBB)
on CreditWatch with positive implications, reflecting that S&P
could raise the rating by up to two notches, if the refinancing is
successful.

The CreditWatch placement follows SBB's announcement that it plans
to issue about EUR300 million (equivalent to about Swedish krona
[SEK] 3 billion) of subordinated hybrid notes mainly to refinance
secured debt.

S&P said, "Consequently, in our calculation of SBB's credit ratios
we treat 50% of the principal outstanding and accrued interest on
the hybrids as equity rather than debt. We also treat 50% of the
related payments on these notes as equivalent to a common
dividend.

"Following a successful issuance, we note that SBB's hybrid capital
as a proportion of its total capitalization (by S&P Global
Ratings-adjusted calculations) exceeds 15%, and we estimate it will
reach 17%-18% by year-end 2019. As such, and when factoring in
equity content into our calculation of SBB's credit metrics, we
exclude the amount of hybrids exceeding 15% of its total
capitalization. We understand that SBB is committed to maintaining
a hybrid capitalization rate below 15% over the medium term and a
conservative financial policy, keeping its remaining hybrids as a
permanent part of its capital structure, and retaining sufficient
equity buffers to maintain its credit profile. On the basis of our
15% of capitalization threshold, we currently assess that about
SEK2.2 billion of the hybrid instrument will qualify for
intermediate equity content under our criteria."  

S&P arrives at the 'BB' preliminary issue rating on SBB's proposed
instrument by starting with the 'BBB-' issuer credit rating it
expects SBB to have post issuance, which is two notches higher than
currently, and then deduct two notches:

-- S&P deducts one notch for the subordination of the proposed
notes, because the issuer credit rating on SBB will likely be
investment-grade post issuance (that is, 'BBB-' or above); and

-- S&P deducts an additional notch for payment flexibility to
reflect that the deferral of interest is optional.

The assessed equity content and preliminary rating is subject to
our satisfactory review of final documentation, while the
transaction remains subject to market conditions.

S&P said, "Once the refinancing is complete, we expect SBB's credit
metrics to improve materially and reduce debt leverage as well as
improve capacity to cover interest costs. We expect that over the
next two years SBB's debt to debt plus equity will decrease to 50%
or slightly below (from 61.7% at year-end 2018), and its EBITDA
interest coverage ratio will improve to well above 2.4x (from 1.5x
including one-off financing expenses at year-end 2018). We
understand management will remain committed to achieving a reported
loan-to-value ratio of below 50%, which would be compatible with an
investment-grade rating. That said, we currently do not anticipate
that any portfolio investments and optimization steps will result
in us revising our assessment of SBB's business risk profile at
this time, and we expect the company's portfolio size wto remain
close to SEK30 billion in 2019.

"In addition, the company has issued common equity, through
D-shares, of about SEK1.0 billion so far this year, which we
understand it will use for optimizing its portfolio and shifting it
more toward social infrastructure (elderly care homes, group
housing, and schools) and residential real estate.

"The CreditWatch placement reflects our view that SBB's planned
refinancing will result in substantial strengthening of its credit
profile. We will resolve the CreditWatch placement when the
transaction is completed, which is likely to be in the coming
weeks.

"If the proposed refinancing is completed as planned, we would
expect to upgrade SBB by up to two notches to 'BBB-'.

"We would consider affirming the 'BB' ratings and removing them
from CreditWatch positive if the refinancing does not take place
and the respective secured debt is not repaid. In this case, we
would maintain our previous positive outlook on SBB."




===========
T U R K E Y
===========

[*] TURKEY: Banks Face Burden Amid Surge in Debt Restructurings
---------------------------------------------------------------
Ercan Ersoy and Fercan Yalinkilic at Bloomberg News report that
Turkish companies are struggling to get off the hamster wheel of
debt as foreign borrowings run near record highs.  The reason: a
plunge in the lira that has driven up the cost of their obligations
in dollars and euros, Bloomberg relates.

According to Bloomberg, banks are being left to carry the burden
amid a surge in demand from some of the country's industrial giants
to restructure their liabilities -- on top of a jump in bad loans.
Lenders are also pulling back on providing new credit as the
financial system comes under increasing pressure from the recession
and an inflation rate of almost 20%, Bloomberg states.

While the lira has recovered from the all-time low it hit in
August, the currency is still down by a third against the dollar
since the beginning of 2018, Bloomberg notes.  The result is that
Turkey Inc.'s debt amounts to 40% of gross domestic product,
exceeding ratios in Eastern Europe's 10 biggest emerging markets
and that of South Africa, which together averaged 22%, according to
data compiled by Bloomberg.

"The key question for Turkish banks is how much further bad debts
will deteriorate in the face of deteriorating growth and political
uncertainty," said Tomasz Noetzel, a banking analyst at Bloomberg
Intelligence.  "Another bout of weakness and big swings in the lira
would only add to the risks for the industry."

More than half of the liabilities of Turkish companies is to banks
based in the country, over double the ratio in 2008, Bloomberg
relays, citing central bank data.




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

ATLANTICA YIELD: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Atlantica Yield plc (AY) at 'BB' with a Stable Outlook.
The 'BB' IDR reflects the relatively stable and predictable nature
of contracted cash flows generated at AY's non-recourse project
subsidiaries that are well diversified with respect to geographical
exposure and asset class. All of AY's assets are either long-term
contracted with creditworthy counterparties or regulated (in the
case of the Spanish solar assets) with minimal commodity risk. AY's
ratings also take into account the structural subordination of the
Holdco debt to the substantial amount of project debt at the
non-recourse project subsidiaries and management's commitment to
maintain the net Holdco leverage ratio at 3.0x or below. The
amortizing nature of debt at AY's project subsidiaries allows for
accretion of residual value to the Holdco in a 'run-off' scenario.

The Stable Outlook considers the risk of a potential loss in cash
distribution from the Mojave solar plant, which has Pacific Gas &
Electric Co. (PG&E) as the sole offtaker. While PG&E continues to
perform under its power purchase agreement (PPA) with Mojave, there
remains a risk that PG&E may seek to reject such above-market PPAs
in bankruptcy. Absent other mitigating measures, the loss of cash
from Mojave would increase AY's leverage ratio (corporate debt/cash
available for distribution pre corporate debt service) by
approximately 70 basis points compared to Fitch's prior
expectations, yet it will remain at or below the 4.0x negative
trigger that Fitch has set for AY for a ratings downgrade. The loss
of cash from Mojave will also increase AY's payout ratio in the
mid-90% on an annualized basis, which is a concern. However, it is
Fitch's expectation that the jump in leverage and payout ratio will
likely be temporary and management will deploy measures including
rebalancing its capital allocation policies in a way that achieves
and maintains net Holdco leverage at 3.0x or below and payout ratio
at 80% or below.

Any change in AY's ownership and/or business profile as a result of
the ongoing strategic business review being undertaken by the board
is not contemplated in today's rating actions.

KEY RATING DRIVERS

Risk of Contract Cancellation or Renegotiation: There continues to
be speculation whether PG&E will reject its above-market power
purchase obligations in bankruptcy. The PPAs most at risk are those
renewable contracts (mainly solar and wind) where the contract
price is significantly above the current market price such as is
the case for Mojave solar project. Fitch believes there is a higher
likelihood of contracts being renegotiated and repriced than of
PG&E walking away from the contracts. Claims arising from contract
rejection will serve to lower the recovery value for unsecured
claims and equity during the restructuring process. California has
implemented aggressive renewable mandates that every retail
supplier of electricity has to meet and PG&E will have to balance
the benefits of walking away from contracts with the strict
compliance timeline, in Fitch's view. The cash distribution from
Mojave comprises approximately 13.5% of AY's 2018 gross cash
available for distribution (CAFD). The Mojave project carries a
non-recourse financing from the U.S. Department of Energy (DOE);
the balance stood at $739 million as of 2018 YE. The DOE has not
yet called an event of default and PG&E continues to perform under
the contract. AY typically receives the majority of its annual cash
distribution from Mojave in the fourth quarter.

Outcome of Strategic Review Unknown: The board of AY formed a
strategic review committee in February 2019 comprised of
independent board members that is tasked to evaluate strategic
alternatives for AY in order to optimize the value of the company
and improve returns to shareholders. There is no defined time
within which the committee will conclude its assessment. Any change
in AY's ownership and/or business profile as a result of this
review is not contemplated in today's rating actions.

Contractual Cash Flows and Asset Diversity: AY's existing portfolio
of assets produce stable cash flows underpinned by long-term
contracts (weighted average contract life of 18 years remaining as
of Dec. 31, 2018) with mostly creditworthy counterparties. A
majority of the counterparties have strong investment-grade ratings
based on Fitch's and other publically available ratings. The
contracts are typically fixed price with annual escalation
mechanisms. AY's portfolio does not bear material resource
availability risk. The projected cash distributions to the Holdco
from the project subsidiaries are split as approximately 68% from
renewable assets, 14% from an efficient natural gas plant, 14% from
transmission and transportation infrastructure and the remaining 4%
from water assets, based upon projections over 2019-2023 and
including acquisitions that have been announced or recently closed.
Geographically, the projected cash distributions from the projects
are split as 36% from North America, 41% from Europe, 12% from
South America and 11% from rest of the world. Approximately 65% of
project distributions to the Holdco are generated from solar
projects; solar resource availability has typically been strong and
predictable. Fitch views AY's low exposure to wind favorably as
wind resource typically exhibits high resource variability. With
the exception of the Solana and Kaxu solar projects, which have
experienced equipment-related and other issues, the rest of the
portfolio has been performing well.

Conservative Financial Policy: A majority of debt at AY consists of
non-recourse project debt held at ring-fenced project subsidiaries.
The distribution test in project finance agreements is typically
set at a debt service coverage ratio (DSCR) of 1.10x-1.25x. As of
Dec. 31, 2018, all the projects were performing well in excess of
their required DSCRs. The project debt is typically long-term and
self-amortizing with a term that is shorter than the duration of
the contracts. More than 90% of the long-term interest exposure is
either fixed or hedged mitigating any impact in a rising interest
rate environment. Approximately 90% of CAFD is in USD or Euros and
AY typically hedges its Euro exposure on a rolling basis. At the
Holdco level, the net leverage ratio (net corporate debt/CAFD pre
corporate debt service) stood at 2.7x as of Dec. 31, 2018, well
within management's stated target of less than 3.0x. Management's
commitment to maintain the net leverage ratio to below 3.0x is a
key factor underpinning AY's 'BB' rating and Stable Outlook. AY is
performing well within its maintenance covenants under its revolver
and note issuance facility that require a leverage ratio of 5.00x
(maintenance covenant for the note issuance facility steps down to
4.75x on and after Jan. 1, 2020) and interest coverage ratio of
2.00x.

Ownership Uncertainty Resolved: AY's ownership change to Algonquin
Power & Utilities Corp. (Algonquin, BBB/Stable) from Abengoa is a
significant positive development, in Fitch's opinion. Algonquin has
41.5% ownership interest in AY. Ownership by an investment-grade
sponsor with proven asset development expertise eases Fitch's
concern surrounding access to capital for new projects and lends
greater visibility to AY's growth plan. Under a new joint venture
between Abengoa and Algonquin called AAGES, contracted assets will
be developed and offered to AY under a new Right of First Offer
(ROFO) agreement. In addition, Algonquin has agreed to invest $100
million of incremental equity in AY for the acquisition of new
assets and could participate in future equity offerings with
potentially increasing its ownership interest in AY to 46% on a
temporary basis.

New Acquisitions Announced: Concurrent with its third quarter
earnings call, management announced planned acquisitions of
transmission assets in Peru and Chile, a natural gas transportation
asset in Mexico and 51% stake in a water desalination plant in
Algeria. The cumulative purchase price of $245 million implies an
attractive transaction value to EBITDA multiple of approximately
8.3x and CAFD yield of 13%. All the assets to be acquired have
long-term U.S. dollar denominated contracts with credit worthy
off-takers and are located in countries where AY is already
present. The acquisition of the natural gas transportation asset in
Mexico is by far the largest acquisition, at a purchase price of
$150 million. The project is under construction and is expected to
be commissioned in late 2019/ early 2020. It has an 11-year take or
pay contract with Pemex (BBB-/Negative). AY plans to fund the
purchase with cash on hand and revolver draws.

Pending Change to Spanish Regulatory Framework: AY has a large
portfolio of solar assets in Spain that represent approximately 40%
of its total power generation portfolio. Fitch views Spain's
regulatory framework for solar plants as relatively supportive
since a majority of project revenues come from a return on
investment component or capacity payments (70%-75%), with the
remaining components being a regulated return on operations and
sale of electricity at market prices. The capacity payments in
addition to the other two components are designed to guarantee a
7.4% pre-tax Internal rate of Return (IRR) on investment. The
framework limits a power provider's volumetric and commodity risks
and provides cash flow visibility since the adjustments to the IRR
takes place every six years.

The new IRR for renewable projects proposed by the Spanish
government would stabilize and provide visibility on returns. For
pre-2013 projects, such as those in AY's portfolio, operators can
choose between maintaining the current IRR of 7.4% until 2031 or
use a WACC-estimated IRR of 7.1% until 2025. For post-2013
projects, the new IRR is proposed to be 7.1% until 2025. The
proposal is quite favorable compared to Fitch's prior expectations
and provides visibility for 12 years for pre-2013 projects, which
reduces the IRR reset risk. However, the proposal is subject to
being passed into law this year, so there is uncertainty over its
implementation.

Operating Issues with Two Assets: AY has faced technical issues
with Kaxu and Solana solar projects, a credit concern. Kaxu had a
reduced production during 2017 due to technical problems with water
pumps and heat exchangers. However, the plant has operated well in
2018 as well as year-to-date. Separately, Solana has still not
reached its initially targeted production volumes. Fitch's
projections assume minimal CAFD contribution from Solana over the
forecast period.

Flexibility to Grow Distributions: The announced acquisitions
provide visibility to AY's public guidance of achieving 8%-10%
distribution per share growth over 2017-2022. AY also has other
levers to drive distribution growth, which include improved
operational performance at Kaxu and Solana solar projects, pricing
indexation built in contractual agreements and refinancing of debt
at potentially lower interest rates. Corporate cash on hand of $107
million as of Dec. 31, 2018 and available revolver capacity of $190
million will be used to finance the recently announced
acquisitions. In addition, available debt capacity (2.7x net
leverage ratio as of Dec. 31, 2018 versus management target of less
than 3.0x), 20% of retained CAFD, and $100 million equity
commitment from Algonquin for new projects in 2019 provides
financial flexibility to AY to finance any potential asset
acquisitions without the need to issue any other incremental equity
for at least 2019, in Fitch's opinion.

Recovery Ratings: Fitch does not undertake a bespoke recovery
analysis for issuers with IDRs in the 'BB' rating category.
Nevertheless, Fitch's 'RR1' Recovery Rating for the senior secured
debt and 'RR2' recovery rating for the senior unsecured debt uses
market transaction multiples of 9.0x-11.0x Enterprise value to
EBITDA or a CAFD yield of 7%-9% for contracted renewable assets.
The recovery valuation also considers the modest amount of secured
debt at the Holdco level and Fitch's expectation that management
will continue to move toward an unsecured capital structure. The
'RR1' Recovery Rating denotes outstanding recovery (90%-100%) and
'RR2' denotes superior recovery (70%-90%) in the event of default.

DERIVATION SUMMARY

Fitch views AY's portfolio of assets as favorably positioned
compared to those of NextEra Energy Partners (NEP, BB+/Stable) and
Terraform Power (TERP, BB-/Stable), owing to AY's large
concentration of solar generation assets (approximately 77% of
power generation capacity) that exhibit less resource variability.
In comparison, NEP's portfolio consists of a large proportion of
wind projects (approximately 84% of total MWs). NEP's high
concentration in wind is mitigated to a certain extent by its
diverse geographic footprint in the U.S. TERP's portfolio consists
of 37% solar and 63% wind projects. Fitch views NEP's geographic
exposure in the U.S. (100% of MWs) favorably as compared to TERP's
(64%) and AY's (36%). Both AY and TERP have exposure to potential
adverse changes to Spanish regulatory framework for renewable
assets. In terms of total MWs, approximately 40% of AY's power
generation portfolio is in Spain compared to 29% for TERP.

AY's credit metrics are significantly stronger than those of TERP
and NEP. AY's willingness to maintain its creditworthiness was
demonstrated in 2016 when it suspended distributions for two
consecutive quarters following the financial restructuring of its
prior parent, Abengoa. Fitch forecasts AY's gross leverage ratio
(Holdco debt to CAFD) to be low 3x compared to high 4.0x for NEP
and mid to high 5.0x for TERP.

NEP's ratings benefit from a strong sponsor, NextEra Energy, Inc.
(NextEra, A-/Stable), which owns approximately 65% of the limited
partner interest in NEP. NextEra has demonstrated sponsor support
in various forms including structural modification of the Incentive
Distribution Rights fee structure, financial management services
agreement and other services agreements and access to its
development pipeline through a ROFO agreement. This provides
visibility to NEP's distribution per share growth targets, which at
12%-15% are more aggressive than those of AY (8%-10%) and TERP
(5%-8%). TERP's sponsor, Brookfield Asset Management (BAM, not
rated), has also demonstrated strong support for TERP by providing
$650 million equity to finance the acquisition of Saeta Yield,
thereby taking its ownership interest to 65%. In addition, BAM has
committed to support TERP through key agreements including
management services agreement, access to a 3,500 MW ROFO portfolio
consisting of operating wind and solar assets, and a $500 million
four-year secured credit facility at TERP for acquisitions. The
support of AY's new sponsor, Algonquin, is currently untested. AY
continues to work with AAGES on project development opportunities
and recently announced that an electric transmission project in
Peru, ATN3, will be developed by AAGES and will be offered to AY
for acquisition upon completion.

Fitch rates AY, NEP and TERP based on a deconsolidated approach
since their portfolio comprises assets financed using non-recourse
project debt or with tax equity. Fitch's Renewable Energy Project
Rating Criteria uses one-year P90 as the starting point in
determining its rating case production assumption. However, Fitch
has used P50 to determine its rating case production assumption for
AY, NEP and TERP since they own a diversified portfolio of
operational wind and solar generation assets. Fitch believes asset
and geographic diversity reduces the impact that a poor wind or
solar resource could have on the distribution from a single
project. Fitch has used P90 to determine its stress case production
assumption. If volatility of natural resources and uncertainty in
the production forecast is high based on operational history and
observable factors, a more conservative probability of exceedance
scenario may be applied in the future.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  -- PG&E continues to perform under the Mojave PPA;

  -- P50 scenario used for rating case solar and wind production
assumption;

  -- Acquisition of contracted assets over 2019-2023;

  -- Acquisition CAFD yield of 8%;

  -- Payout ratio of 80%;

  -- Acquisitions financed with cash on hand, debt and equity such
that target capital structure is maintained;

  -- IRR for Spanish renewable assets at 7.1% beginning Jan. 1,
2020.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  -- No material change to Mojave power purchase agreement by
PG&E;

  -- Regulatory return in Spain maintained at or close to current
levels;

  -- Stabilization of operating performance at the Kaxu and Solana
projects;

  -- Visibility on acquisitions and distribution per share growth.


Fitch typically caps the IDRs of Yieldcos at 'BB+' given the
structural subordination of the Holdco debt to the project debt
that is sized for a low- to mid-'BBB' rating and distribution of a
substantial portion of cash available for distribution to its
equity holders.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  -- Extended loss of CAFD from the Mojave project and absence of
mitigating measures to replace the lost CAFD;

  -- Material reduction to the IRR for the Spanish renewable assets
that cause the projects to curtail or stop the distributions to the
Holdco;

  -- Growth strategy underpinned by aggressive acquisitions and/or
addition of assets in the portfolio that bear material volumetric,
commodity, counterparty or interest rate risks;

  -- Material underperformance in the underlying assets that lends
variability or shortfall to expected project distributions;

  -- Lack of access to equity markets to fund growth that may lead
AY to deviate from its target capital structure;

  -- Holdco leverage ratio (defined as Corporate debt/CAFD)
exceeding 4.0x and payout ratio (defined as Shareholder
Dividends/CAFD) exceeding 80% for several quarters.

LIQUIDITY

Adequate Liquidity: AY has recently refinanced its $125 million
revolving credit facility (due December 2018) into a new $215
million facility that was further upsized to $300 million in
January 2019. The revolving facility will mature in December 2021.
An expanded revolver provides financial flexibility to AY to
finance acquisitions of assets before permanent financing is put in
place. As of Dec. 31, 2018, corporate cash on hand was $106.7
million and availability under the revolver was $190 million.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook.
Atlantica Yield plc

  -- Long-Term IDR at 'BB';

  -- Senior secured debt at 'BBB-'/'RR1';

  -- Senior unsecured debt at 'BB+'/'RR2'.

BUSHELL INVESTMENT: Applies for Company Voluntary Arrangement
-------------------------------------------------------------
Motortransport.co.uk reports that Aspray Group founder Pat Laight
has severed ties with the business after its new owners, Bushell
Investment Group, applied for a Company Voluntary Arrangement
(CVA).

According to Motortransport.co.uk, ownership of the group, which
consists of Aspray24, Aspray Logistics and Aspray International,
was transferred to Bushell Investment Group on March 5 via holding
company Bullamasay XL.

Speaking at the time, Lee Bushell the CEO of Bushell Investment
Group, promised the takeover would "ensure this business reaches
its full potential", Motortransport.co.uk relates.


CASUAL DINING: Reports GBP242MM Loss Amid Financial Restructuring
-----------------------------------------------------------------
According to The Times' Dominic Walsh, the woes afflicting
mid-market restaurants will be underlined when the company behind
Cafe Rouge and Bella Italia reports a GBP242 million loss in the
wake of a financial restructuring.

Accounts due to be filed by Casual Dining Group include a GBP209.6
million goodwill writedown reflecting the fall in the value of the
business because of soaring costs and tough trading conditions, The
Times discloses.

As part of the refinancing in August, the group was sold to KKR, a
private equity company, for a "nominal consideration", GBP50
million of its debt was converted to equity and GBP52 million to
expensive payment-in-kind loans, The Times relates.  The group's
debt was reduced from GBP163.9 million to GBP87.4 million and it
received a GBP30 million cash injection, The Times states.


DEBENHAMS PLC: Rejects Mike Ashley's Latest Rescue Offer
--------------------------------------------------------
Katie Linsell and Ellen Milligan at Bloomberg News report that
Debenhams plc rejected billionaire Mike Ashley's latest rescue
offer, increasing the odds that he and fellow shareholders will get
wiped out as lenders take control of the troubled retailer.

According to Bloomberg, Ashley's Sports Direct International Plc
said Debenhams turned down its proposal to underwrite a GBP150
million (US$196 million) equity raising on the same day that
restructuring talks with creditors are due to reach a conclusion.
Mr. Ashley disclosed the last-ditch offer earlier on April 8, a
move to prevent losing much of his equity investment in the
department-store chain, Bloomberg relates.

The latest rejection of the retail magnate comes after Debenhams
gave Ashley an ultimatum on March 29 to commit to a debt
reorganization on lenders' terms or risk losing his investment when
the company initiates a so-called prepackaged administration,
Bloomberg notes.  Debenhams was already preparing for that
eventuality last week because Ashley hadn't agreed to the terms,
Bloomberg states.  The April 8 refusal makes administration even
more likely, according to Bloomberg.

Mr. Ashley called on the company and its lenders to "actively
engage in negotiations", Bloomberg relays.  According to Bloomberg,
he said a cash offer valuing the chain at GBP61 million remained an
option even after Debenhams rejected the equity raise.

Mr. Ashley has been locked in a battle with Debenhams's lenders,
including banks and U.S. hedge funds, as the chain seeks to
restructure about GBP720 million of debt and cut its rent bills,
Bloomberg discloses.

A prepack administration would mean that shareholders would likely
lose their investments; Sports Direct has a roughly 30% stake,
Bloomberg notes.

Debenhams plc is a British multinational retailer operating under a
department store format in the United Kingdom and Ireland with
franchise stores in other countries.


FINSBURY SQUARE 2019-1: DBRS Finalizes CC Rating on Class X Notes
-----------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings of the notes
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 CC (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 (76.5% of the portfolio balance) and buy-to-let
(23.5%) residential mortgage loans granted by Kensington Mortgage
Company Limited (KMC) in England, Wales, and Scotland.

The Issuer issued 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 issued two classes of non-collateralized
notes, the Class X and Class Z notes, 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
the 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. Compared to the provisional
capital structure, the spreads and step up margins on the Notes in
the final structure are slightly lower. As a result, the final
rating on the Class X Notes is CC (sf) compared with the
provisional rating of C (sf).

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, funded at closing with GBP 11,502,500 (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 February 28, 2019, the portfolio consisted of 2,375 loans
extended to 2,283 borrowers with an aggregate principal balance of
GBP 377.4 million. Loans in arrears between one and three months
represented 1.3% of the outstanding principal balance of the
portfolio, and loans three or more months delinquent were 1.1%.

The portfolio includes 4.3% 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 73.0%, which
increased to 73.9% in DBRS's analysis to include the HTB equity
loan balances.

81.7% of the 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 portfolio
by loan balance comprises loans originated to borrowers with at
least one prior County Court Judgment and 26.0% are either
interest-only loans for life or loans that pay on a part-and-part
basis.

The Issuer will 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.


INEOS FINANCE: Moody's Rates New EUR770MM Senior Unsec. Notes 'Ba1'
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
EUR770 million senior secured guaranteed notes due 2026 to be
issued by Ineos Finance plc, a subsidiary of Ineos Group Holdings
S.A. (Ineos), to refinance its existing EUR770 million 4% senior
secured notes due 2023. Upon completion of the refinancing, Moody's
will withdraw the Ba1 rating on the existing senior secured notes
due 2023. The outlook is stable.

RATINGS RATIONALE

The Ba1 rating assigned to proposed senior secured guaranteed notes
is one notch above Ineos's Ba2 corporate family rating (CFR)
because of the ranking priority of the notes within the group's
capital structure.

The rating reflects Moody's expectation that despite some softening
in operating margins to result from the additional olefin and
polyolefin capacity coming on stream in the US and the Middle East,
Ineos will continue to exhibit solid credit metrics, including
Moody's-adjusted leverage of around 3.5x over the next 12-18
months. After giving pro-forma effect to the EUR1.45 billion
dividend paid in February 2019 and EUR141 million Schuldschein loan
contracted in March 2019, Ineos posted Moody's adjusted total and
net debt to EBITDA of 3.4x and 3.1x respectively at year-end 2018.
Significantly, Moody's notes that Ineos intends to use the proceeds
from the new bonds, together with cash on hand, to redeem all of
its outstanding EUR770 million senior secured notes due 2023.

Also, the rating continues to be underpinned by the company's (1)
leading market position as one of the world's largest chemical
groups across a number of key commodity chemicals, mainly olefins;
(2) vertically integrated business model, which ensures that Ineos
captures margins across the value chain while benefiting from
economies of scale; (3) well-invested production facilities, with
the majority ranking in the first or second quartile on regional
industry cost curves; (4) cumulative positive free cash flow after
capex and dividend (FCF) of around EUR2.3 billion in the period
2014-2018, pro-forma the EUR1.45 billion dividend; and (5)
financial policy to maintain net leverage (as defined by the
company) of under 3x through the cycle.

However, this is tempered by (1) Moody's expectation of some
weakening in the US operations' margin in the next 12 months,
mostly because of new capacity gradually coming online; (2) the
cyclicality of commodity chemical products and the group's exposure
to volatile raw material prices; (3) the risk of some softening in
demand amid weakening global economic conditions throughout 2019
and into 2020; and (4) a large expansion capital spending programme
that could hurt FCF generation.

Moody's views Ineos' liquidity over the next 12-18 months as good.
As of December 31, 2018, after giving pro-forma effect to the
EUR1.45 billion dividend and EUR141 million Schuldschein loan, the
group had approximately EUR540 million in unrestricted cash and
availability of EUR513 million under its EUR800 million
securitisation programme, which matures in December 2020. In 2019,
Moody's expects Ineos to remain free cash flow positive, while the
group's total debt maturities amount to EUR61 million.

WHAT COULD CHANGE THE RATING UP/DOWN

The rating could be upgraded if (1) retained cash flow to debt is
consistently above 25%; (2) Moody's adjusted gross debt to EBITDA
is sustained below 2.5x; (3) Ineos maintains good liquidity and (4)
the company develops a track record of a conservative financial
policy.

Conversely, the rating could be downgraded if (1) Moody's adjusted
gross debt to EBITDA rises sustainably over 4x; (2) retained cash
flow to debt is consistently less than 15%; (3) the company's
liquidity profile weakens and (4) its financial policy deteriorates
notably, with increased dividends on a recurring basis and/or a
material change in the company's relationship with the wider Ineos
group of companies.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

Ineos Group Holdings S.A. was established in 1998 via a management
buy-out of the former BP petrochemicals asset in Antwerp, which was
led by Mr. Ratcliffe, chairman of Ineos Group Holdings S.A. The
group has subsequently grown through a series of acquisitions and
at the end of 2005 acquired Innovene Inc., a 100% subsidiary of BP,
in a $9 billion buy-out, transforming Ineos into one of the world's
largest chemical companies (measured by turnover). In 2018, Ineos
reported consolidated revenues of EUR16.1 billion and EBITDA before
exceptionals of EUR2.3 billion.


OCADO GROUP: Fitch Affirms BB- LongTerm IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed Ocado Group PLC's Long-Term Issuer
Default Rating (IDR) at 'BB-' with Negative Outlook.

The rating affirmation follows an announcement by Ocado to partner
its UK retail operations in a 50/50 JV with Marks and Spencer Group
PLC (M&S, 'BBB-'/Stable).

The rating affirmation at 'BB-' reflects Fitch's view that the
proposed JV will be overall credit-positive for Ocado, by providing
strategic clarity on its maturing UK operations beyond 2020 (when
the original Waitrose agreement is due for review) and raising
sufficient funds to support the international growth of its
solutions business.

Fitch views the creation of the JV as a transformational event,
accelerating Ocado's transition from a pure UK online food retailer
to an international technology and business services company. This
results in an enhanced business risk profile for the group once the
solutions business achievesgreater scale. Fitch  believes the
solutions business also offers higher growth and profitability
prospects relative to Ocado'a own grocery delivery platform.
However this comes against a backdrop of greater capital
investments and up-front funding needs highlighting increased
execution risks for the group during its transition which justifies
the Negative outlook.

KEY RATING DRIVERS

Fundamental Business Transformation: The JV marks an important step
towards the transformation of Ocado from a maturing food retail
company to a logistics and technology provider, focusing on the
scale and roll-out of its technology-based solutions business.
Ocado Solutions has now signed sufficient partnerships to achieve
satisfactory diversification and critical mass in the medium term
and develop the solutions business into a viable growth platform in
its own right, albeit with elevated execution risks during the
transition phase.

New Business Profitable in FY22: Solutions is a high-growth,
capital-intensive, cash-consuming business (at least during its
investment phase). Fitch's rating case expects a rapid roll-out of
Ocado's international contracts, leading to strong revenue growth
that is, however, counterbalanced by high upfront capital
investments. Fitch expects that the solutions division will
generate positive EBITDA only by 2022. Fitch would expect the
division to show dynamic growth prospects compared with the UK
retail operations, due to the maturing operating profile of
international customer fullfilment centres (CFCs) and the
inherently higher margin of the solutions division. This compares
with a 2.3% EBITDA margin of the Ocado/M&S JV on a pro-forma basis
in 2018.

M&S JV Credit-Positive: Fitch believes the creation of the JV is
credit-positive for Ocado. It expects the finalisation of the deal
in 3Q19 upon approval of Ocado's and M&S's shareholders along with
consent from Ocado's creditors. It expects the upfront payment of
GBP563 million from M&S will contribute to fund Ocado Solutions'
capex over the next four years. This addresses the funding gap in
2021-22 that had underlined the Negative Outlook in Fitch's last
rating action in September 2018. In addition, Ocado will receive
from the JV an annual fee of around GBP75 million and will be able
to continue to test in the UK its new technologies and initiatives,
such as Ocado Zoom.

Increased Execution Risk: The forecasts for the solutions division
are based on a generally smooth implementation of the international
CFCs contracted with Kroger and other international partners. Fitch
expects the majority of international CFCs to start operating in
the third year from signing the agreement, before reaching mature
capacity in the fifth year. Nevertheless, Fitch acknowledges that
execution risk has meaningfully increased. The company is working
with multiple international partners and may face operational
challenges to adapt its online model outside the UK. In addition,
it does not expect any dividends form the JV with M&S over the next
four years. Therefore the current 'BB-' rating is based on positive
operating cash flow generation from the solutions division by
2022.

Weaker Margins for the JV: Fitch calculates that EBITDA margin for
the Ocado/M&S JV are around 260bp lower than Ocado's retail
operations in 2018 (after deducting the accounting effects from MHE
JVCo). This is mainly due to the cost incurred in paying Ocado
Solutions for OSP services and for the use of assets owned by the
Ocado group, amounting to around GBP75 million per year. In
addition, it expects the JV's margin to drop further to between
1.3% and 1.6% in 2019-22. It also incorporates higher fixed costs
in connection with the initial phase of operations of the new plant
in Andover CFC and a fifth UK CFC. On the other hand, it believes
that the JV's future EBITDA margin is higher than those of other
online food-retailers, the latter of which are neutral at best.
This is due to the competitors' reliance on costly manual approach
to order processing and packaging versus Ocado's robotics solutions
approach.

Continued Online Growth: Fitch expects Ocado's retail sales to
increase at an average of 10% over the next four years. Since 2014,
Ocado's retail sales have grown faster than traditional food-retail
competitors', due to the increasing importance of the online
channel in the UK. According to the Office for National Statistics,
online grocery sales represented 5.5% of total sales as of February
2019 compared with 3.7% in 2014. Fitch believes Ocado's retail
growth will continue to be constrained by capacity instead of
demand, given the strong potential of the online channel. It
therefore bases the retail growth assumptions on the capacity level
introduced by Ocado's new CFC in the UK and a rebuilt Andover
plant, all scheduled to be operational by 2021.

Negative FFO and EBITDA: Fitch forecasts negative consolidated
funds from operations (FFO) and EBITDA over the next two to three
years given the "start-up" phase of the Ocado Solutions division.
Ocado will incur operating costs not covered by any revenue until
the international CFCs are operating, in line with IFRS15.
Therefore, Fitch believes that Ocado's credit metrics in 2019-2020
will not be representative of the rating. Nevertheless, based on
the average maturing profile of Ocado's CFCs, it expects Ocado
Solutions' EBITDA to turn positive in 2022, leading to a
consolidated FFO adjusted gross leverage of around 4.0x. The
prospective improvement of Ocado Solutions' EBITDA, along with
expected de-leveraging by 2022, help support today's rating
affirmation.

Above-Average Senior Debt Recoveries: Fitch assumes a going-concern
recovery analysis, as it believes the underlying value of the
technology IP, existing operations, and share in the Ocado/M&S JV
should attract buyers for the group in a distressed scenario. As
Ocado's retail operations are outside the scope of the bond's
guarantors, its recovery assessment is based on the Ocado Solution
business, and it believes the company has sufficient EBITDA growth
potential to sustain a recovery rate in line with a 'RR2' Recovery
Rating (around 70% recovery rate) for existing creditors. This
results in the one-notch uplift from the IDR of 'BB-' to arrive at
the 'BB' bond rating. This uplift is also supported by the traded
asset value of Ocado as expressed in a current market cap of GBP9.5
billion and a limited amount of debt (GBP350 million all secured
including the existing bond and a revolving credit facility assumed
fully drawn in the event of distress).

DERIVATION SUMMARY

Focusing on the food retailing operations only, Ocado's 'BB-'
rating reflects its favourable market position and competitive
advantages as a pure-play online grocery retailer, despite its
small scale and strong competition in food markets in the UK. A
lean cost base supports Ocado's profitability as reflected in FFO
margins (FY18: 3.1%), which are broadly aligned with peers' such as
Tesco PLC (BBB-/Stable) and Carrefour SA (BBB+/Stable). However,
the high capex intensity stemming from the growth of Ocado's
solutions division translates into significantly negative free cash
flow (FCF) margins and a looser financial policy than food-retailer
peers'.

Fitch assumes that Ocado Solutions, once it reaches maturity,
should exhibit an FFO margin above 10%-15%, which would be solid
for the rating. However, even by 2022, FCF and hence the rating,
could come under pressure from continuing capital investment
requirements. Therefore, not only would Ocado's credit profile
would benefit from a contracted revenue base, as other business
services providers such as Compass Group PLC (A-/Stable), the
business risk profile would also benefit from low customer churn
and switching costs (a function of its unique technology) and a
diversified geographic presence. This helps counterbalance some
reliance on Kroger, as key customer and partner.

KEY ASSUMPTIONS

  - Consolidated revenue growing 8%-9% in 2019-20 (including the
impact of reduced capacity following the Andover incident in
February 2019 ) , and between 16% and 19% in 2020-21, in line with
the Solutions division development and new retail capacity from a
fifth CFC in the UK

  - Solutions EBITDA negative over the next three years, before
turning positive at GBP79 million in FY22

  - Retail EBITDA margin (Ocado-M&S JV) between 1.2% and 1.6% in
FY19-22

  - Net cash inflow of GBP563 million from M&S in FY19 for the sale
of 50% of Ocado Retail. No other payments related to the JV over
the next four years

  - No upstream dividends from Ocado-M&S JV, and no dividends to
shareholders from Ocado

  - Capex - net of cash fees from international CFCs - to range
between GBP350 million and GBP230 million through to FY21

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to a
Positive Rating Action:

  - Evidence of greater maturity in the Solutions business, with
increasing scale and diversification, and positive EBITDA
contributions and lower up-front capital investments, which would
indicate successful execution of Ocado's growth strategy

  - FFO margin at low to mid-single digits

Developments That May, Individually or Collectively, Lead to the
Outlook being revised to Stable:

  - Ocado/M&S JV receiving all necessary shareholder and regulatory
approvals, leading to its legal creation with a capital structure
materially in line with Fitch's current rating case assumptions

Developments That May, Individually or Collectively, Lead to a
Negative Rating Action:

  - Failure to proceed with the Ocado/M&S JV leading to a potential
funding gap over the next 24months for the Ocado Solutions
investment plan, in the absence of alternative funding.

  - Execution risks associated with Ocado's business
transformation, such as a material underperformance in the
Ocado/M&S JV due to disruption of supply arrangements, product
offerings, and/or customer loyalty, or a delay to and/or cost
overruns in the roll-out of the investment plan, leading to a  
significantly faster cash burn that anticipated in its rating
case.

  - Failure to reach FFO adjusted leverage of around 4x by 2022.

  - Evidence of an increase in the number of new CFCs or new
capital-intensive initiatives without sufficient funding in place

LIQUIDITY AND DEBT STRUCTURE

High Cash Reserves: Cash position for 2019 is estimated to be
strong and sufficient to cover incremental capex to support the
creation of international CFCs over the next four years. This will
be funded by the expected upfront payment of GBP563 million by M&S
for 50% of the Ocado Retail business and GBP333 million of capital
injection from Kroger in 2018, The latter represents most of the
readily available cash balance of GBP407 million at end-2018. Fitch
expects the fully consolidated Ocado group to retain GBP700 million
of cash on its balance sheet, along with GBP100 million of an
undrawn RCF at end-2019. Ocado would therefore be able to address
the funding gap in 2021-22.

Although the current cash balance is not enough to cover the next
six years of capex and repay Ocado 's senior secured notes due
2024, Fitch expects FFO to turn positive by 2022, due to the
maturing profile of the international contracts signed in 2017-18.
This will improve internal cash-flow generation to support the
repayment or refinancing of the notes when they fall due.


UK RENEWABLE: Court Shuts Down Business, Liquidator Appointed
-------------------------------------------------------------
Nina Chestney at Reuters reports that a British court has shut down
UK Renewable Investments (UKRI) after it failed to pay back
millions of pounds of investor funds, the government said on April
8.

The Business and Property Courts in Manchester, northwest England,
wound the firm up last week and has appointed a liquidator, Reuters
relates.

Between July 2015 and September 2016, Darlington, northeast
England-based UKRI sold corporate bonds, raising GBP2.5 million
(US$3.3 million), Reuters discloses.

The government said most of the money raised was loaned to a
separate company, Bio Green Energy Ltd, for construction of the
plants but they were never completed, Reuters notes.

Bio Green went into administration in 2017 and was unable to repay
the capital and interest on the loan, Reuters recounts.  Therefore,
UKRI was not able to meet payments due to bondholders, Reuters
states.



                           *********


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

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

Copyright 2019.  All rights reserved.  ISSN 1529-2754.

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