---

       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, April 18, 2019, Vol. 20, No. 78

                           Headlines



F R A N C E

EUROPCAR MOBILITY: Moody's Rates New EUR450MM Senior Notes 'B3'


G E O R G I A

GEORGIAN OIL: S&P Alters Outlook to Positive & Affirms B+/B Ratings


G E R M A N Y

PROCREDIT HOLDING: Fitch Hikes Viability Rating to 'bb'


I T A L Y

BANCO BPM: DBRS Assigns B Rating on Add'l. Tier One Notes


L U X E M B O U R G

FR FLOW: Moody's Assigns 'B3' CFR & Senior Secured Ratings


N E T H E R L A N D S

DUTCH PROPERTY 2019-1: DBRS Assigns Prov. BB Rating on Cl. E Notes


R U S S I A

CB IVANOVO: Put on Provisional Administration, License Revoked
VOCBANK JSC: Bank of Russia Okays Bankruptcy Prevention Measures


S P A I N

SANTANDER HIPOTECARIO 7: DBRS Confirms C Rating on Series C Notes


S W I T Z E R L A N D

GAM: Expects to Complete Liquidation of Funds by July


U N I T E D   K I N G D O M

BELL POTTINGER: Administrators May Sue Partners Over Collapse
HOMEBASE: Narrows Losses in 2H 2018, Turnaround on Track
PRAESIDIAD GROUP: S&P Alters Outlook to Negative & Affirms B- ICR

                           - - - - -


===========
F R A N C E
===========

EUROPCAR MOBILITY: Moody's Rates New EUR450MM Senior Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to the new
EUR450 million senior notes due 2026 to be issued by Europcar
Mobility Group S.A., the leading car rental company in Europe.

Proceeds from the new notes, together with drawings of EUR150
million under the revolving credit facility which was increased by
EUR150 million to EUR650 million, will be used to refinance the
existing EUR600 million senior notes due 2022. The proceeds will
initially be held into escrow until repayments of the 2022 senior
notes, which the company expects to take place in June 2019. Upon
completion of the early bond redemption, Moody's will withdraw the
existing B3 rating on the EUR600 million senior notes due 2022.

The corporate family rating of B1 and the probability of default
rating of B1-PD at Europcar Mobility Group S.A, the B1 rating on
the existing senior secured notes at EC Finance plc, and the B3
ratings on the existing senior notes at Europcar Mobility Group
S.A. are unchanged.

The outlook on all entities is stable.

RATINGS RATIONALE

The B1 CFR reflects Europcar's (1) strong brands and leading
positions in the largest European car rental markets of France,
Germany, Spain, the UK, and Italy, (2) well-balanced revenue mix
between leisure and business customers, (3) the exposure to the
faster growing low cost segment of the car rental industry
following the acquisition of Goldcar in 2017, (4) Moody's continued
expectation of a moderate but relatively stable growth of the
European car rental market of 2-3% on average in the medium term,
and (5) protection of the fleet from residual value risk due to the
current high proportion of vehicles being acquired under buy-back
agreements.

However, the B1 CFR also reflects (1) its exposure to the cyclical
and highly competitive European car rental sector, (2) the heavy
reliance on capital market access to fund its seasonal fleet
purchases, (3) its moderate scale and limited diversification
outside Europe relative to its direct peers, and (4) residual
regulatory risks notably the ongoing investigation of the repairs
and damage business in the UK for which the company made a
provision of EUR43 million in 2017.

Moody's expects the Moody's-adjusted debt/EBITDA of 4.7x at
year-end 2018 to reduce to 4.4x-4.6x at year-end 2019 driven by
continued modest organic revenue growth in the low single
percentage digits as well as additional synergies of around EUR20
million related to the integration of Goldcar and Buchbinder (out
of additional total synergies of around EUR30 million by 2020). The
company also expects cost optimisation programs to lead to savings
of around 2% of group revenue by 2020, albeit Moody's expects the
bulk of the savings to materialize in 2020.

Moody's also notes that the current macro-environment is becoming
less favorable as reflected in the rating agency's expectation of
GDP growth of 1.9% and 1.5% in 2019 and 2020 respectively in the
G20 advanced countries compared to 2.2% in 2018. Moody's however
positively views Europcar's greater exposure to the leisure segment
(60% of revenue in 2018) which has been more resilient than the
corporate segment historically as well as expects the company to be
able to adjust in a timely manner its fleet size to protect
utilization rates in the event of a material fall in demand. In a
weakening trading environment Europcar would typically reduce the
size of its fleet using the proceeds from the disposal of vehicles
to reduce its outstanding debt.

LIQUIDITY

Given the capital intensity of the car rental industry, ongoing
access to fleet financing facilities at competitive interest
conditions is key to protect the viability of Europcar's business
model. That said, Moody's continues to view the company's liquidity
profile as adequate. As of 31 December 2018 and pro-forma for the
envisaged refinancing, the company had EUR341 million of
unrestricted cash on balance sheet and EUR270 million availability
under the multi-purpose Revolving Credit Facility (RCF) due 2022.
The RCF was also recently upsized by EUR150 million to EUR650
million.

Furthermore, a significant portion of the fleet operated in France,
Germany, Italy and Spain is financed through a dedicated asset
based financing structure, made of (1) the securitized EUR1.7
billion Senior Asset Revolving Facility (SARF), of which EUR681
million was drawn at year-end 2018; and (2) the EUR500 million
senior secured notes at the level of EC Finance Plc. This dedicated
structure is mainly secured by the financed fleet and the related
receivables. Additional fleet financing capacity is provided by the
RCF which could be used for both fleet and non-fleet funding
needs.

There are also other local facilities dedicated to fleet financing
such as the facilities in the UK of GBP455 million (drawn by GBP298
million at year-end 2018), and the facilities in Australia and New
Zealand of AUD415 million (drawn by AUD150 million at year-end
2018). The fleet financing in Australia and New Zealand are renewed
on an annual basis while dates for the UK fleet financing vary
depending on lines.

The RCF includes a financial maintenance covenant, requiring the
cash flow cover to debt service to remain above 1.10:1, for which
Moody's expects the company to maintain a good headroom. The senior
secured and unsecured notes have standard incurrence covenant
terms. The SARF and the senior secured notes are subject to a
quarterly loan-to-value maintenance test of a maximum of 95%.

STRUCTURAL CONSIDERATIONS

For the purpose of Moody's Loss Given Default (LGD) assessment, the
securitisation and the local fleet financing facilities have been
excluded as they have been considered to be self-liquidating in the
event of a default. In addition these facilities have ring-fenced
security over the fleet assets but do not have a claim on the
operating businesses.

The B3 instrument ratings on the EUR600 million senior unsecured
notes due 2024 and the new EUR450 million senior unsecured notes
due 2026 reflect their relatively weaker security package and/or
the absence of guarantees from operating subsidiaries compared with
Europcar's other debt facilities, including the EUR650 million RCF
due 2022 and the EUR500 million senior secured notes due 2022 (the
fleet notes).

The fleet notes, rated B1, benefit from guarantees by Europcar
International S.A.S.U. and Europcar Group S.A. while the RCF
benefits from share pledges, as well as guarantees, by the majority
of Europcar's operating entities. Moody's notes that a payment
default under certain master operating leases entered with fleetcos
in relation to the SARF could trigger a cross default under the
RCF. In regards to priority of payments among the fleetcos, the
fleet rank junior relative to sizeable fleet debt such as the
Senior Asset Revolving Facility (SARF). The SARF has a first
priority ranking on some fleet assets and receivables under
buy-back agreements while the fleet notes have second priority
interest on same fleet assets and receivables.

The company has two different intercreditor agreements (ICAs): an
ICA which regulates fleet entities and their fleet financing debt
and a corporate ICA which regulates opcos and the corporate debt
such as RCF and senior unsecured notes.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Europcar will
maintain credit metrics in line with the current ratings in the
context of a less favourable macro-economic environment. The stable
outlook also assumes that there will be no material debt-funded
acquisitions or shareholder returns.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

Upward rating pressure could develop if, at fiscal year-end, (1)
the Moody's-adjusted debt/EBITDA is sustainably below 4.0x, (2) the
Moody's EBIT/Interest increases towards 2.0x, and (3) the company
maintains a solid liquidity profile including positive underlying
free cash flow. An upgrade would also require a track record of
continued organic growth in revenues and earnings.

On the other hand, negative pressure could arise if as a result of
weaker operating performance or a more aggressive financial policy,
the Moody's-adjusted debt/EBITDA is sustainably above 5.0x at
year-end, EBIT/Interest decreases to below 1.25x, or the liquidity
position weakens.

RATING METHODOLOGY

The principal methodology used in this rating was Equipment and
Transportation Rental Industry published in April 2017.

COMPANY PROFILE

Headquartered in Paris, France, Europcar Mobility Group S.A. is the
European leader in car rental services, providing short- to
medium-term rentals of passenger vehicles and light trucks to
corporate, leisure and replacement clients. It generated total
revenue of EUR2.9 billion in 2018.




=============
G E O R G I A
=============

GEORGIAN OIL: S&P Alters Outlook to Positive & Affirms B+/B Ratings
-------------------------------------------------------------------
S&P Global Ratings revised its outlooks to positive from stable on
two Georgia-based government-related entities, Georgian Railway JSC
and Georgian Oil and Gas Corp. JSC (GOGC). S&P also affirmed its
'B+/B' ratings on these two companies.

S&P revised its outlook on Georgia to positive from stable on April
12, 2019, and affirmed its sovereign credit ratings.

The outlook revisions on the two entities mirror the action on
Georgia, since we believe that an upgrade of the sovereign would
prompt similar rating actions on Georgian Railway and GOGC.

OUTLOOK: GEORGIAN RAILWAY JSC

The positive outlook reflects that on the sovereign, combined with
S&P's expectation that Georgian Railway will continue to benefit
from a very high likelihood of extraordinary government support and
that its stand-alone credit quality will remain broadly unchanged
at 'b'. In particular, S&P expects that:

-- Georgian Railway will maintain its liquidity buffers because
the group's access to external funding sources is limited because
the group is exceeding its 3.5x net-debt-to-EBITDA ratio stipulated
by the incurrence covenant on its bond;

-- The group will generate sufficient cash flows to maintain an
coverage of cash interest by funds from operations (FFO) of above
1.5x and FFO to debt of 5%-10%.

S&P could upgrade Georgian Railway if it took the same rating
action on the sovereign.

At this stage, S&P sees a limited possibility of upgrade driven by
improvement of the stand-alone credit profile (SACP). This is
because the company has relatively high debt: S&P expects FFO to
debt of 5%-10% in the next two to three years.

S&P could revise the outlook to stable if it took the same rating
action on the sovereign.

Although currently unlikely, S&P could downgrade Georgian Railway
if the group's operating performance deteriorated, driving its view
on SACP to 'b-' from 'b' currently. This could result from:

-- Decreasing cargo volumes or significantly lower tariffs,
translating into lower revenues and a depressed adjusted EBITDA
margin (falling below 40%);

-- A decline of interest coverage measures, with the FFO cash
interest coverage ratio falling below 1.5x, as a result of weaker
cash flow generation; or

-- A significant depletion of the group's liquidity buffers, due
to accelerated reduction of its cash reserves through capital
spending or unexpected cash outflows, such as dividends or
acquisitions.

OUTLOOK: GEORGIAN OIL & GAS CORP. JSC

S&P said, "The positive outlook incorporates our expectation that
we will raise the rating on the company by one notch if there is a
similar rating action on Georgia. We continue to assess GOGC's SACP
at 'b+'.

"The positive outlook also takes into account our view of the very
high likelihood of state support to the company, sizable cash
balances, and relatively stable earnings and cash flows from the
electricity generation segment. We balance these factors against
the risks associated with GOGC's large investment budget, potential
cost overruns and delays at Gardabani II TPP construction project,
and the volatile margins of gas trading operations. The positive
outlook assumes GOGC will address the refinancing of the Eurobond
maturing in 2021 at least 12 months in advance.

"Our base case for 2019 currently assumes temporary deterioration
in credit metrics, driven by higher gas purchasing costs versus
flat domestic social gas prices and a capital spending peak. We
anticipate debt to EBITDA will reach 4.7x and FFO to debt will
decline to 16% (all ratios are on a gross basis). As a supportive
factor, we think that the Gardabani TPP II power station will be
launched in late 2019, with annual contribution of about Georgian
lari (GEL)70 million ($26 million) to GOGC's EBITDA starting from
2020, thus facilitating the recovery in credit metrics to debt to
EBITDA of below 4.0x and FFO to debt exceeding 20%.

"We could raise our ratings on GOGC if we were to raise our ratings
on Georgia. An upgrade could also result if debt to EBITDA was
consistently below 3x, which would support a higher SACP. However,
we don't foresee this in the next two years, given the company's
significant investment program. An upgrade would also be subject to
adequate liquidity management by the company.

"We could revise the outlook back to stable if there is a similar
rating action on the sovereign."

Pressure on the ratings might arise if S&P was to revise its
assessment of the company's SACP to 'b-' from the current 'b+'.
Although S&P sees it as unlikely at this stage, this could occur
if:

-- GOGC's liquidity weakened as a result of cash buffer depletion
or difficulties in refinancing its Eurobond;

-- The company's debt to EBITDA was sustainably and consistently
above 4x, with no prospects of recovery in the short term. This
could happen, for example, in case of significant delays or cost
overruns with Gardabani II TPP completion or underground gas
storage construction, higher dividend pressure (compared with the
approved dividend policy), and continued compression of gas trading
margins;

-- There was a significant unfavorable change in the existing gas
purchase and sale framework, changes to the operational framework
of the Gardabani I and II power plants, or government pressure to
provide significant support to other government-related entities.




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

PROCREDIT HOLDING: Fitch Hikes Viability Rating to 'bb'
-------------------------------------------------------
Fitch Ratings has affirmed ProCredit Holding AG & Co. KGaA's (PCH)
Long-Term Issuer Default Rating at 'BBB' with a Stable Outlook and
upgraded its Viability Rating (VR) to 'bb' from 'bb-'. The agency
has also affirmed the 'BBB' Long-Term IDR of German subsidiary bank
ProCredit Bank AG (PCBDE).

At the same time, Fitch has affirmed the Long-Term IDRs and VRs of
four subsidiary banks of ProCredit Holding in Bosnia & Herzegovina
(ProCredit Bank d.d. Sarajevo, PCBiH), Kosovo (ProCredit Bank
SH.A., PCBK), North Macedonia (ProCredit AD Skopje, PCBM) and
Serbia (ProCredit Bank ad Beograd, PCBS). Fitch has also affirmed
PCH's Albanian subsidiary's (ProCredit Bank Sh.a., PCBA) Long-Term
IDR at 'BB-' and downgraded its VR to 'b-' from 'b'. The Outlooks
are Stable except for PCBM, which has a Positive Outlook.

Fitch has also withdrawn the expected ratings on PCH's senior
unsecured green bonds of 'BBB(EXP)'. The rating has been withdrawn
because the bonds have not been placed as originally planned.
Although PCH intends to use this source of funding, no transaction
is currently in the pipeline.

The upgrade of PCH's VR predominantly reflects further improvement
in the group's asset quality metrics and capitalisation. The
upgrade also reflects the greater weight Fitch places on the
benefits of the group's German domicile in terms of consolidated
supervision by the German banking regulator (BaFin) and access to
domestic capital and funding markets. These benefits moderately
offset risks relating to the emerging market operating environments
that PCH is exposed to.

The downgrade of PCBA's VR reflects the bank's pre-impairment
operating losses in 2017 and 1H18 and the need for a capital
injection in 2H18 to strengthen solvency. PCH has initiated
restructuring measures at PCBA aimed at restoring its
profitability, predominantly by exploiting cost savings through
closer business ties with PCBK.

KEY RATING DRIVERS

PCH'S IDRS AND SUPPORT RATINGS

PCH's IDRs and Support Rating are driven by Fitch's view of the
potential support it can expect to receive from its core
international financial institution (IFI) shareholders: KfW
(AAA/Stable), IFC and DOEN Foundation (end-2018: combined stake of
35.7%). Apart from the three IFIs, Fitch views Zeitinger Invest
(formerly IPC) and ProCredit Staff Invest as core shareholders in
PCH. These entities have strategic control over the group, through
their status as General Partners within the KGaA structure.

Fitch's view of support is based on the long-term and strategic
commitment of the IFI shareholders, as highlighted by their role
within PCH's structure, the alignment of their own missions of
development finance with that of PCH, and a record of debt and
capital support to PCH and its subsidiary banks.

PCH's VR

PCH's 'bb' VR reflects the group's exposure to difficult emerging
market environments, the relatively narrow (except PCBK) franchises
of the subsidiary banks in their respective jurisdictions and
credit risks inherent in PCH's business model based on lending to
SMEs.

PCH's VR also reflects strong corporate governance and risk
management across the group, underpinned by supervision by BaFin of
the consolidated PCH group, and by sound management. Prudent risk
management and well controlled risk appetite have resulted in the
group's record of asset quality that consistently exceeds the
markets in which it operates. PCH's financial performance has been
stable and resilient through the cycle, including during a period
of significant change in the group's business model.

PCH's VR is based on the consolidated group's financial profile,
and does not incorporate any downward notching at the holding
company level. This reflects the following factors: i) the group is
subject to consolidated supervision and is required to meet
regulatory requirements at the consolidated level; ii) there are no
major legal restrictions in place on upstreaming capital or
liquidity from subsidiaries to PCH; iii) moderate double leverage;
iv) a simple group structure with full or large majority ownership
of banking subsidiaries; and v) common branding across the group.

The group has almost completed the implementation of its new
strategy focused on lending to SMEs and reduction of the legacy
portfolio of very small exposures (below EUR50,000). Its
geographical focus is primarily on South Eastern Europe and Eastern
Europe. The group operates through 13 banking subsidiaries in South
Eastern Europe (70% of the loan book at end-2018), Eastern Europe
(22%), South America (6%; operations in Colombia and Ecuador) and
Germany (2%).

The impaired loans ratio on a consolidated level further improved
over 2018, reflecting the new strategic focus on larger, fully
formalised SMEs. At end-2018, NPLs (defined as IFRS 9 Stage 3
loans) accounted for 3.1% of gross loans (2017: 4.5%). The coverage
of NPLs with specific loan loss allowances was moderate at around
55%, partly reflecting the highly collateralised profile of the
loan book. However, overall coverage was much stronger at around
91%, resulting in a very low 1.8% of uncovered NPLs relative to
Fitch Core Capital (FCC).

Operating profitability improved in 2018 with operating
profit/risk-weighted assets (RWA) at 1.7% (2017: 1.5%), but the
improvement was mostly due to some further cost efficiency
improvements and net release of loan loss charges driven by
recoveries of written-off loans. Net interest income suffered from
further tightening of margins and was not fully compensated by
growing fees and commissions. Fitch believes that the group's
revamped business model implemented in 2013 is likely to generate
lower loan loss charges relative to gross loans, than under the
previous focus on micro loans. However, Fitch expects them to
return to more normalised levels from what it believes was an
unsustainably low level in 2018 and 2017.

The FCC ratio increased by around 70bp to 15.4% at end-2018 despite
around 8.5% growth of RWA over 2018. The FCC improvement
predominantly resulted from a capital increase completed in 1Q18
and reasonable profits generated in 2018. The group's regulatory
capitalisation improved further with a reported CET1 ratio of 14.4%
at end-2018, comfortably above regulatory requirements. However, at
these levels it remains moderate relative to the credit risks the
group faces. Common equity double leverage at PCH was a moderate
113% at end-2018 (2017: 121%).

Granular customer deposits are the group's main source of funding.
At end-2018 they accounted for around 75% of total funding. Senior
and subordinated debt issued by PCH as well as bank funding at PCH
and IFI funding extended directly to subsidiaries complement the
funding structure. Liquidity is well-managed across the group, and
adequate reserves are held at PCH to cover potential liquidity
needs from subsidiary banks in case of stress. The maturity
structure of PCH's debt is well spread, with a large proportion of
medium/longer-term funding and only around 3% of the total maturing
over 2019.

SUBSIDIARY BANKS - IDRs AND SUPPORT RATINGS

The IDRs and Support Ratings of the five South Eastern European
(SEE) banks - PCBA, PCBiH, PCBK, PCBM and PCBS - reflect the
likelihood of potential support from their sole shareholder PCH.

This view takes into account the strategic importance of the South
Eastern European region to PCH, shown by the long standing presence
on these markets, strong integration of the subsidiary banks into
the group and a record of liquidity and funding support provided to
these entities. Fitch's assessment of support also factors in the
full ownership of subsidiaries, common branding and the potential
negative implications of a subsidiary default for the group.

However, the extent to which potential support can be factored into
the subsidiaries' ratings is constrained by the agency's assessment
of risks relating to their respective jurisdictions. Absent of
country risk constraints, the subsidiaries' Long-Term IDRs would
typically be notched down once from the parent's IDR.

PCBM and PCBS's Long-Term Foreign-Currency IDRs are constrained by
the respective Country Ceilings (North Macedonia: BB+, Serbia:
BB+). PCBA, PCBiH and PCBK's Long-Term Foreign-Currency IDRs
reflect Fitch's assessment of transfer and convertibility risks in
jurisdictions in which these banks operate. The Positive Outlook on
PCBM's IDRs reflects the Outlook on the sovereign.

PCBDE's Support Rating and the equalisation of the bank's IDRs with
those of PCH reflect Fitch's view of a high likelihood of parental
support. This view is based primarily on the bank's treasury role
within the group and a strong legal commitment in the form of a
profit and loss transfer agreement, which obliges PCH to replenish
PCBDE's equity should the latter suffer a loss. The Stable Outlook
reflects that on the parent.

SUBSIDIARY BANKS – VRs

The VRs of PCH's South-Eastern European subsidiaries reflect, to
varying degrees, the risks related to the challenging operating
environments making the banks performance prone to potential market
shocks, which cannot be fully mitigated by the benefits of the
prudent risk management framework, unique corporate culture and
strong corporate governance implemented across the PCH group. For
PCBA and PCBiH, the VRs also consider the banks' constrained
revenue and internal capital generation capacity due to limited
franchises and small scale.

All five banks' business models are focused on financing larger and
more established medium-sized businesses and development in green
lending. The banks are undergoing the implementation of new
group-wide strategy and over the last two years they have
significantly reduced their branch network, which as expected,
resulted in the loss of some market share, especially among
depositors considered non-core.

All five banks' asset quality has continued to improve, driven by
healthy new loan origination, problem loans off-loading, tight
group control and a supportive economic conditions. At end-1H18,
NPLs (Stage 3 loans) at PCBA accounted for 8.8% of gross loans,
6.3% at PCBiH (excluding fully-provisioned written-off loans as per
group definition) and 4.1% at PCBK. PCBM and PCBS's indicators were
below 2.5%. Coverage of NPLs by loan loss allowances was solid - at
over 90% for PCBA, PCBK and PCBM - or moderate at about 60%-70% at
the remaining banks. Fitch expects the banks' moderate risk
appetites will support stable asset quality in 2019 and beyond.

PCBK's strong position in its small domestic market (20% market
share in total banking sector assets at end-1H18) supports stable
and recurring profitability that allows a steady flow of dividends
to the parent. PCBM and PCBS managed to maintain a reasonable level
of profitability despite a further contraction in margins and
continued change in the client structure towards larger, more
formalised SMEs. The Kosovar subsidiary reported the strongest
operating profit/ risk-weighted assets ratios at 2.8% at end-1H18.
PCBM and PCBS's ratios stood at 1.8% and 1.5%, respectively.

Weak pre-impairment operating profitability makes PCBA and PCBiH
reliant on capital injections from shareholder. PCBiH reported a
small profit in 2018 (BAM48,500) supported by the reversal of
impairment charges. With parental support both banks maintained
capital ratios over regulatory requirements and realised growth of
business in 2018. PCBiH holds an adequate capital buffer with a FCC
ratio of 15.3% at end-1H18. Fitch views PCBA's FCC ratio of 12.7%
(3Q18) as providing only a modest buffer against unforeseen shocks
given bank's focus on SME lending, ongoing restructuring announced
by the group and difficult operating environment.

PCBK capitalisation (FCC ratio of 17.8% at end-1H18) is a rating
strength considering decent profitability, improved asset quality
and high provision coverage of NPLs. Capitalisation at PCBM and
PCBS was solid (FCC ratios of 13.0% and 18.8%, respectively, at
end-1H18) supported by reasonable profitability and strong loan
portfolio quality. Net NPLs were low (not exceeding 5% of FCC) at
both banks.

The funding mix at all five banks is dominated by customer deposits
and supported by long-term sources from IFIs earmarked for various
SMEs development projects as well as by loan facilities from the
group. PCBA and PCBK rely on retail deposits, which account for
about 80% of customer funding, while three other banks customer
deposit bases are balanced between private individuals and SMEs.
The funding gap, driven by outflow of some retail deposits recorded
in 1H18 due to branch network optimisation and solid (PCBiH, PCBM
and PCBS) or moderate (PCBA and PCBK) lending growth, was closed
with wholesale funding. Consequently, all five banks reported
higher gross loans/deposits ratios compared to end-2017.

The banks' adequate liquidity is underpinned by their large pools
of liquid assets containing cash, mandatory reserves in central
banks and, at selected banks, government or highly rated debt
securities. The liquidity coverage and net stable funding ratios
were above 100% at end-2018.

Fitch does not assign a VR to PCBDE because the bank does not have
a meaningful standalone franchise, and its operations rely strongly
on integration within the broader group.

PCBDE's role in the group is focused on providing treasury,
clearing and liquidity management services to sister banks.
Placements from sister companies and PCH tend to be short term and
are therefore reinvested in highly liquid assets. Funding provided
to sister banks is sourced from deposits attracted on the German
market. PCBDE maintains a net short position in operations with its
sister banks.

At end-3Q18, about 56% of PCBDE's assets were cash and other liquid
assets, mainly central bank deposits and interbank placements with
highly rated German banks. Funding provided to PCH group sister
banks and co-financing of some of their large credit exposures
accounted for 30% and 8% of assets at end-3Q18, respectively. The
group's international payments clearing has been centralised at
PCBDE.

PCBDE's other operations still have a narrow focus with a
medium-term goal of widening the business with German firms active
in south-east and eastern Europe. PCBDE acts as a central treasury
for the Group and sister banks place surplus liquidity there.
Placements from sister banks and other group companies (including
the holding company) accounted for about 54% of the bank's
liabilities at end-3Q18. PCBDE is also attracting deposits from
German customers, both retail and institutional. At end-3Q18 they
accounted for around 40% of PCBDE's liabilities.

The bank is a regulatory anchor for the group's consolidated
supervision by BaFin and Bundesbank. Fitch believes the regulator
would be supportive of any measures by PCH to protect German
deposits and ensure the bank's viability. A profit and loss
transfer agreement between the parent and the bank includes a
provision requiring a capital injection by the parent if PCBDE's
regulatory total capital ratio falls below 13%.

PCBDE DEPOSIT RATINGS

PCBDE's Deposit Ratings are aligned with the bank's IDRs. Fitch has
not given any Deposit Rating uplift because in Fitch's view, the
bank's qualifying debt buffers would not afford any obvious
additional benefit over and above the support benefit already
factored into the bank's IDRs, even if they reach a sufficient size
in future.

RATING SENSITIVITIES

IDRS AND SUPPORT RATINGS

A change in Fitch's view of the support available to PCH, for
example, due to the exit of one or more core shareholders, or a
change in their support stance, could be negative for PCH's IDRs.
However, the Stable Outlook reflects Fitch's view that the
propensity and ability of PCH's owners to provide support are
unlikely to change in the near to medium term. PCBDE's ratings are
likely to move in tandem with those of PCH.

The IDRs of the five SEE banks are sensitive to changes in Fitch's
assessment of support from PCH and any material weakening of the
commitment of PCH to the respective countries. Fitch does not
expect any such changes in the foreseeable future.

Changes in Fitch's perception of country risks, in particular
transfer and convertibility risks, in Albania, Bosnia &
Herzegovina, Kosovo, North Macedonia and Serbia could also result
in changes to the respective subsidiaries' IDRs. These perceptions
are most likely to change in North Macedonia given the Positive
Outlook on the sovereign rating.

VRs

Further upside for PCH's VR could result from an improvement in the
operating environments of the jurisdictions where the group has a
presence and a continued strengthening of asset quality and
capitalisation metrics. A marked deterioration in asset quality and
capitalisation would be negative for the VR.

The five subsidiary banks' VRs could be downgraded in the event of
a material worsening of their respective operating environments or
in case of a marked deterioration in asset quality that puts
pressure on banks' profitability and capitalisation.

The rating actions are as follows:

ProCredit Holding AG & Co. KGaA (PCH)

  Long-Term IDR affirmed at 'BBB'; Outlook Stable
  Short-Term IDR affirmed at 'F2'
  Viability Rating upgraded to 'bb' from 'bb-'
  Support Rating affirmed at '2'
  Senior unsecured expected rating of 'BBB(EXP)' withdrawn

PCBDE

  Long-Term IDR affirmed at 'BBB'; Outlook Stable
  Short-Term IDR affirmed at 'F2'
  Support Rating affirmed at '2'
  Long-Term Deposit Rating affirmed at 'BBB'
  Short-Term Deposit Rating affirmed at 'F2'

PCBA

  Long-Term Foreign-Currency IDR affirmed at 'BB-';
   Outlook Stable
  Short-Term Foreign-Currency IDR affirmed at 'B'
  Long-Term Local-Currency IDR affirmed at 'BB-';
   Outlook Stable
  Short-Term Local-Currency IDR affirmed at 'B'
  Viability Rating downgraded to 'b-' from 'b'
  Support Rating affirmed at '3'

PCBiH

  Long-Term Foreign-Currency IDR: affirmed at 'B+';
   Outlook Stable
  Short-Term Foreign-Currency IDR: affirmed at 'B'
  Long-Term Local-Currency IDR: affirmed at 'BB-'
    Outlook Stable
  Short-Term Local-Currency IDR: affirmed at 'B'
  Viability Rating: affirmed at 'b-'
  Support Rating: affirmed at '4'

PCBK

  Long-Term Foreign-Currency IDR: affirmed at 'BB';
   Outlook Stable
  Short-Term Foreign-Currency IDR: affirmed at 'B'
  Viability Rating: affirmed at 'b+'
  Support Rating: affirmed at '3'

PCBM

  Long-Term Foreign-Currency IDR affirmed at 'BB+';
   Outlook Positive
  Short-Term Foreign-Currency IDR affirmed at 'B'
  Long-Term Local-Currency IDR affirmed at 'BB+';
   Outlook Positive
  Short-Term Local-Currency IDR affirmed at 'B'
  Viability Rating affirmed at 'b+'
  Support Rating affirmed at '3'

PCBS

  Long-Term Foreign-Currency IDR: affirmed at 'BB+';
    Outlook Stable
  Short-Term Foreign-Currency IDR: affirmed at 'B'
  Long-Term Local-Currency IDR: affirmed at 'BB+'
    Outlook Stable
  Short-Term Local-Currency IDR: affirmed at 'B'
  Viability Rating: affirmed at 'bb-'
  Support Rating: affirmed at '3'




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

BANCO BPM: DBRS Assigns B Rating on Add'l. Tier One Notes
---------------------------------------------------------
DBRS Ratings GmbH has assigned a B rating to the Additional Tier
One (AT1) Capital Notes (the Notes), under consideration by Banco
BPM SpA (BBPM or the Bank). The trend is Stable, in line with the
trend of the Bank's Issuer Rating.

The B rating assigned to the Notes is five notches below the BBB
(low) Bank's Intrinsic Assessment (IA). This reflects that the
Notes are deeply subordinated and constitute the most junior debt
instruments of the Bank. They are perpetual in tenor and can be
written down in part or in full if the Issuer or Regulator
determines there is a Trigger Event. The trigger level for
write-downs is set at a minimum common equity tier 1 (CET1) ratio
for BBPM of 5.125%. While the instruments can be written up in part
or in full at the full discretion of the Bank, there are conditions
for positive and distributable net income which need to be met.
BBPM can cancel interest payments on the AT1 Instruments in part or
in total and, under some circumstances, the Bank may be required to
cancel interest payments.

The 'B' rating considers both the probability of the Bank tripping
the capital trigger, as well as expected recovery levels. In the
case of BBPM, the notching from the IA takes into consideration the
sizeable buffer of approximately 490 bps (or approximately 640 bps
on an adjusted basis including already announced management capital
actions) between the 5.125% trigger point and the Bank's 10.0%
fully loaded CET1 ratio at FY18 (or the 11.5% adjusted fully
loaded). In addition, DBRS also considers the Bank's 9.31%
phased-in CET1 ratio requirement under the ECB's SREP 2019. The
notching also takes into account the risks captured in the Bank's
IA, given the large stock of NPEs which corresponded to
approximately 10.8% of total gross loans (or 6.5%, net of
provisions) as of FY18. For more detail on DBRS's approach, see
Global Methodology for Rating Banks and Banking Organizations (July
2018).

RATING DRIVERS

The rating of the Notes will generally move concurrently with the
Banks IA.

Positive pressure on the Banks ratings would require further
improvements in asset quality and profitability. Negative rating
pressure could arise from a significant weakening of the Bank's
capital and funding position or should the Bank face challenges in
improving its profitability and asset quality.

Notes: All figures are in EUR unless otherwise noted.




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

FR FLOW: Moody's Assigns 'B3' CFR & Senior Secured Ratings
----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to FR Flow
Control Luxco 1 S.a r.l., the financing subsidiary of parent
company FR Flow Control Midco Limited, including a Corporate Family
Rating of B3, a Probability of Default Rating of B3-PD, senior
secured ratings of B3 on the proposed revolving credit facility and
term loan B and a Ba3 on the proposed senior secured term loan C.
The rating outlook is stable.

The rating assignments follow the company's plan to raise $290
million of new senior secured debt - a $40 million first-lien
revolving credit facility, a $180 million first-lien term loan B
and a $70 million first-lien term loan C (cash-collateralized
letter of credit facility) - supported by new sponsor equity to
fund the leveraged buyout of Flow Control from The Weir Group Plc
(Weir Group) by private equity sponsor First Reserve Corporation.

Moody's took the following rating actions on FR Flow Control Luxco
1 S.a r.l.:

  - Corporate Family Rating assigned at B3

  - Probability of Default Rating assigned at B3-PD

  - First-Lien Senior Secured Revolving Credit Facility assigned
    at B3 (LGD4) (co-borrower FR Flow Control CB LLC (U.S.))

  - First-Lien Senior Secured Term Loan B assigned at B3 (LGD4)
    (co-borrower FR Flow Control CB LLC (U.S.))

  - First-Lien Senior Secured Term Loan C assigned at Ba3 (LGD1)
    (co-borrower FR Flow Control CB LLC (U.S.))

  - Rating outlook stable

RATINGS RATIONALE

The ratings reflect Flow Control's modest scale, considerably lower
margins relative to industry peers, uneven free cash flow
generation and lack of a track record operating as a standalone
entity. Meaningful exposure to end markets that can be highly
cyclical (mining, oil & gas, chemicals) highlighted by significant
underperformance in recent years, also constrains the credit
profile. Prior to this transaction, Flow Control was an operating
division within industrial conglomerate Weir Group; therefore,
there is considerable uncertainty as to what the run rate earnings
will be for 2019 and 2020. Additionally, it is likely that the
transition to standalone status will result in unexpected costs and
challenges over the next couple of years.

Financial policy is expected to be aggressive under private equity
ownership, although Moody's believes the company will refrain from
overly aggressive activities over the near term. Specifically, high
leverage following the LBO (debt-to-EBITDA is estimated to be near
6x at close including the term loan C and Moody's standard
adjustments) and the pursuit of meaningful operational improvements
over the next few years should reduce the likelihood of
debt-financed acquisitions or distributions over that period.

The ratings also consider the company's strong market positions in
attractive niches, especially nuclear power generation, heightened
focus on the aftermarket/recurring revenue stream and asset-light
business model. Expectations for near-term improvement in margins
will hinge on expanding aftermarket opportunities by better serving
an installed base of equipment through increased investment in the
service center network and by maintaining an adequate supply of
spare parts. Cost savings achieved via further footprint
consolidation as well as procurement efficiencies should also
support margin expansion as the company shifts away from being a
previously under-managed, non-core operating division.

Demand for Flow Control's pumps and valves currently benefits from
favorable trends and dynamics in several end markets. These trends
include strict regulations in the nuclear power industry, planned
long-term investments in the petrochemical and LNG industries,
population growth which increases demand in the food and beverage
and pharmaceutical industries and the need to upgrade
infrastructure in the water and wastewater space. These trends,
along with a meaningful installed base of equipment, should present
profitable growth opportunities. However, several markets are
facing more challenging or uncertain operating environments,
including upstream oil & gas, coal power and specific sectors
within the general industrial space.

Moody's assesses Flow Control's liquidity position as adequate,
citing expectations for only breakeven to slightly positive free
cash flow and minimal cash balances over the next 12-18 months,
with access to a $40 million revolving credit facility - with this
proposed financing, the company is putting in place an undrawn
revolving credit facility set to expire in 2024. The facility could
be utilized during periods of higher working capital needs as well
as for potential acquisition activity over the longer-term. The
term loans and revolving facility will include a secured net
leverage ratio with ample cushion levels established at
origination. There are no near-term debt maturities and less than
$2 million of annual amortization payments required on the term
loan B -- the term loan C will not amortize.

The rating outlook is stable, reflecting Moody's expectations that
several of Flow Control's key end markets will maintain solid
demand trends over the next couple of years and that margins will
steadily improve led by growth in the aftermarket revenue stream
and cost reduction initiatives. The stable outlook also anticipates
Flow Control will maintain adequate liquidity and that financial
policies will be supportive of the transition to standalone status,
enabling focus on near-to-intermediate term organic opportunities
for revenue and earnings growth.

The Ba3 senior secured rating on the term loan C reflects the cash
deposited, and held in escrow, for the letter of credit facility as
well as the priority of payment in the event of a shortfall in the
funded letter of credit account. The B3 ratings on the senior
secured revolving credit facility and term loan B reflect the fact
that collateral for the higher-rated term loan C (dedicated cash
outside of the general security package) is not expected to reduce
recovery prospects for these instruments. In addition, the
revolving credit facility and term loan B represent the
preponderance of funded debt in the capital structure and are
therefore rated equivalent to the CFR.

Ratings could be upgraded if the EBITDA margin approaches 15%, free
cash flow-to-debt reaches the low-to-mid single digits and
debt-to-EBITDA trends towards 5x. A track record for top-line
stability/growth would also be necessary for an upgrade. The
ratings could be downgraded if margins fail to demonstrate
near-term growth, free cash flow turns meaningfully negative for a
sustained period and debt-to-EBITDA rises above the mid-6x range.
Additionally, the inability to grow the aftermarket revenue stream
which adds resiliency to the top-line, would be viewed negatively.
A weaker liquidity profile, including significantly reduced
availability or tight covenant compliance under the revolving
credit facility, would also place downward pressure on ratings.

FR Flow Control Midco Limited designs and manufactures
highly-engineered valves and pumps and provides specialist support
services to the global power generation, industrial, waste &
wastewater, oil & gas and other aftermarket-oriented process
industries. Revenues for the year ended December 31, 2018 were
approximately $490 million.




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

DUTCH PROPERTY 2019-1: DBRS Assigns Prov. BB Rating on Cl. E Notes
------------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the notes
expected to be issued by Dutch Property Finance 2019-1 B.V. (the
Issuer) as follows:

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

The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the Netherlands. The issued notes will be used to
fund the purchase of Dutch mortgages originated by RNHB. Proceeds
of the Class G notes will be used to fund the general reserve
fund.

RNHB is a buy-to-let and mid-market real estate lending business in
the Netherlands. RNHB was formed in 2008 when Rijnlandse
Hypotheekbank and Nederlandse Hypotheekbank were merged by their
then-parent company, FGH Bank N.V., which in turn was owned by
Rabobank. In December 2016, RNHB and its loans to be securitized
were acquired by a consortium of (1) funds managed by CarVal
Investors LLC (CarVal) and (2) Arrow Global Group, with CarVal
holding the majority interest. The mortgage portfolio will be
serviced by Vesting Finance Servicing B.V. with Intertrust
Administrative Services B.V. appointed as a back-up servicer
facilitator.

As of 31 December 2018, the provisional portfolio consisted of
1,791 loans with a total portfolio balance (net of savings
deposits), of approximately EUR 398.6 million. The weighted-average
(WA) seasoning of the portfolio is 4.7 years with a WA remaining
term of 3.4 years. The WA current loan-to-value is comparatively
low for a Dutch portfolio at 66.35%. Almost all the loans included
in the portfolio are fixed with future resets (95.1%) while the
notes pay a floating rate of interest. To address this interest
rate mismatch, the transaction is structured with a
balance-guaranteed interest rate swap that swaps a fixed interest
rate for a three-month Euribor. Approximately 2.8% of the portfolio
comprises loans where the borrowers are in arrears (excluding less
than one month in arrears).

Until April 2024, the seller has the ability to grant, and the
Issuer the obligation to purchase, further advances—subject to
the adherence of asset conditions. The transaction documents
specify criteria that must be complied with during this period in
order for the further advances to be sold to the Issuer. DBRS
stressed the portfolio in accordance with the asset conditions to
assess the portfolio's worst-case scenario.

Credit enhancement for the Class A notes is calculated as 25.65%
and is provided by the subordination of Class B notes to the Class
F notes and the general reserve fund. Credit enhancement for the
Class B notes is calculated as 15.00% and is provided by the
subordination of Class C notes to the Class F notes and the general
reserve fund. Credit enhancement for the Class C notes is
calculated as 11.05% and is provided by the subordination of the
Class D notes to the Class F notes and the general reserve fund.
Credit enhancement for the Class D notes is calculated as 6.95% and
is provided by the subordination of the Class E notes, Class F
notes, and the general reserve fund. Credit enhancement for the
Class E notes is calculated as 5.00% and is provided by the
subordination of the Class F notes and the general reserve fund.

The transaction benefits from a non-amortizing cash reserve that is
available to support the Class A to Class E notes. The cash reserve
will be fully funded at close at 2.0% of the initial balance of the
Class A to the Class F notes. Additionally, the notes will be
provided with liquidity support from principal receipts which can
be used to cover interest shortfalls on the most senior class of
notes, provided a credit is applied to the principal deficiency
ledgers, in reverse sequential order.

The Issuer has entered into a balance-guaranteed interest rate swap
with NatWest Markets plc to mitigate the fixed interest rate risk
from the mortgage loans and the three-month Euribor payable on the
notes. The swap documents reflect DBRS's "Derivative Criteria for
European Structured Finance Transactions" methodology.

The Issuer Account Bank and Paying Agent is Elavon Financial
Services DAC. The DBRS private rating of the Issuer Account Bank is
consistent with the threshold for the Account Bank outlined in DBRS
"Legal Criteria for European Structured Finance Transactions",
given the ratings assigned to the notes.

The rating of the Class A notes addresses the timely payment of
interest and ultimate payment of principal on or before the legal
final maturity date; the ratings of Class B notes to the Class E
notes address the ultimate payment of interest and principal on or
before the legal final maturity date.

DBRS based its ratings primarily on the following:

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

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

  -- The ability of the transaction to withstand stressed cash flow
assumptions and repays the notes according to the terms of the
transaction documents. The transaction cash flows were analyzed
using PDRs and LGD outputs provided by the European RMBS Insight
Model. Transaction cash flows were analyzed using INTEX DealMaker.

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

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

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

Notes: All figures are in Euros unless otherwise noted.




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

CB IVANOVO: Put on Provisional Administration, License Revoked
--------------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-761, dated April
5, 2019, revoked the banking license of Ivanovo-based credit
institution Joint-Stock Company Commercial Bank Ivanovo, or JSC CB
Ivanovo (Registration No. 1763; hereinafter, "CB Ivanovo").  The
credit institution ranked 294th by assets in the Russian banking
system.

The Bank of Russia took this decision in accordance with Clauses 6
and 6.1, Part 1, Article 20 of Federal Law "On Banks and Banking
Activities" guided by the fact that CB Ivanovo:

   -- failed on multiple occasions to comply with Bank of Russia
      regulations on countering the legalisation (laundering) of
      criminally obtained incomes and the financing of terrorism.
      The credit institution provided the regulator with incomplete

      and unreliable information, including on operations subject
      to mandatory control;

   -- systematically understated the amount of reserves to be set
      up and overstated the value of assets in order to improve
      its financial indicators and conceal its actual financial
      standing.

The Bank of Russia will submit the information about these facts
bearing signs of a criminal offence to law enforcement agencies.

The Bank of Russia estimates that an adequate reflection of credit
risks taken by CB Ivanovo and the value of its assets will lead to
a significant (over 30%) decrease in its capital and, consequently,
to grounds to take measures to prevent the credit institution's
insolvency (bankruptcy), which creates a real threat to interests
of its creditors and depositors;

   -- performed "scheme" operations to artificially maintain
      its capital to formally comply with the required ratios;

   -- violated federal banking laws and Bank of Russia
      regulations, making the regulator repeatedly apply
      supervisory measures over the last 12 months, including
      three impositions of restrictions on attracting household
      deposits.

CB Ivanovo's key activity was providing corporate and retail loans.
That said, low-quality loans accounted for more than 70% of the
loan portfolio.  This activity was primarily financed by household
deposits (about 90% of total funds raised by the bank).

The Bank of Russia appointed a provisional administration to CB
Ivanovo for the period until the appointment of a receiver or a
liquidator.  In accordance with federal laws, the powers of the
credit institution's executive bodies were suspended.

Information for depositors: CB Ivanovo is a participant in the
deposit insurance system, therefore depositors6 will be compensated
for their deposits in the amount of 100% of the balance of funds
but no more than a total of RUR1.4 million per depositor (including
interest accrued).

Deposits are repaid by the state corporation Deposit Insurance
Agency (hereinafter, the Agency). Detailed information regarding
the repayment procedure can be obtained 24/7 at the Agency's
hotline (8 800 200-08-05) and on its website
(https://www.asv.org.ru/) in the Deposit Insurance / Insurance
Cases section.


VOCBANK JSC: Bank of Russia Okays Bankruptcy Prevention Measures
----------------------------------------------------------------
The Bank of Russia approved the plan of its participation in
bankruptcy prevention measures for Joint-stock Company Volga-Oka
Commercial Bank, JSC VOCBANK (Registration No. 312, Nizhny
Novgorod).

Starting April 17, 2019, the functions of the provisional
administration to manage JSC VOCBANK have been assigned to the
Limited Liability Company Fund of Banking Sector Consolidation
Asset Management Company as part of the participation plan.

The decision was made following the revocation on April 17, 2019,
of the banking license from JSC TROIKA-D BANK, which was the
investor of JSC VOCBANK as part of the bankruptcy prevention
measures with the participation of the State Corporation Deposit
Insurance Agency.

The Bank will continue to operate in a business-as-usual manner and
to perform its obligations. No moratorium on payments under
creditors' claims is imposed.




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

SANTANDER HIPOTECARIO 7: DBRS Confirms C Rating on Series C Notes
-----------------------------------------------------------------
DBRS Ratings GmbH upgraded and confirmed its ratings on three
Santander RMBS transactions:

FTA, Santander Hipotecario 7 (SH7):

-- Series A notes confirmed at AAA (sf)
-- Series B notes upgraded to BB (high) (sf) from B (high) (sf)
-- Series C notes confirmed at C (sf)

FTA, Santander Hipotecario 8 (SH8):

-- Series A notes confirmed at AAA (sf)
-- Series B notes upgraded to B (low) (sf) from CCC (sf)
-- Series C notes confirmed at C (sf)

FTA, Santander Hipotecario 9 (SH9):

-- Series A notes confirmed at AA (sf)
-- Series B notes upgraded to BB (low) (sf) from B (high) (sf)
-- Series C notes confirmed at C (sf)

The ratings of the notes address the timely payment of interest and
the ultimate payment of principal on or before their respective
legal final maturity dates.

The rating actions follow an annual review of the transactions and
are based on the following analytical considerations:

  -- Portfolio performance, in terms of delinquencies and defaults,
as of the latest payment date for each transaction;

  -- Portfolio default rate (PD), loss given default (LGD) and
expected loss assumptions for the outstanding collateral pools;
and

  -- The current credit enhancement (CE) available to the rated
notes to cover the expected losses for the Series A and B notes at
their respective rating levels for each transaction.

The Series C notes of each transaction were issued to fund the
Reserve Fund and are in a first-loss position supported only by
available excess spread. Given the characteristics of the Series C
notes, as defined in the transaction documents, the default would
most likely be recognized at maturity or following early
termination of the transaction.

The three Santander RMBS transactions are securitizations of
Spanish prime residential mortgage loans originated and serviced by
Banco Santander SA (Santander). The transactions follow Spanish
securitization law.

PORTFOLIO PERFORMANCE AND ASSUMPTIONS

The portfolios are performing within DBRS's expectations. For SH7,
as of the March 2019 payment date, loans in arrears for over 90
days represented 0.4% of the collateral portfolio, while the
current cumulative default ratio stood at 3.9% of the original
portfolio balance. For SH8, as of the February 2019 payment date,
the 90+ delinquency ratio was at 0.6% of the collateral portfolio,
while the current cumulative default ratio stood at 5.1%. For SH9,
as of the February 2019 payment date, the 90+ delinquency ratio was
at 0.4% of the collateral portfolio, while the current cumulative
default ratio stood at 2.4%.

PORTFOLIO ASSUMPTIONS

DBRS conducted a loan-by-loan analysis on the remaining collateral
pools of receivables and updated its PD and LGD assumptions. For
SH7 the base-case PD and LGD are 7.2% and 48.5%, respectively. For
SH8, the base-case PD and LGD are 7.7% and 47.9%, respectively,
while for SH9, they are 9.8% and 47.1%, respectively.

CREDIT ENHANCEMENT

The CEs available to all rated notes have continued to increase as
the transactions continue to deleverage. The Series A notes to all
three transactions are supported by the subordination of the Series
B notes and the Reserve Fund, which is available to cover senior
fees, interest and principal of the Series A and Series B notes.
The Series B notes are solely supported by the Reserve Fund. For
SH7, as of March 2019, the CE to the Series A notes and Series B
notes was 42.3% and 5.9%, respectively, increasing from 38.8% and
4.8%, as of March 2018. For SH8, as of February 2019, the CE to the
Series A notes and Series B notes was 39.3% and 2.3%, respectively,
increasing from 36.1% and 2% as at February 2018. For SH9, as of
February 2019, the CE to the Class A notes and Class B notes was
46.6% and 6.4%, respectively, increasing from 42.4% and 5.5% as at
February 2018.

The Series C notes will be repaid according to the Reserve Fund
amortization.

The Reserve Funds in all three transactions are able to amortize
once they have reached 10% of the Outstanding Balance of the Series
A and Series B notes, maintaining such percentage until the Reserve
Fund reaches the floor of 1.8% of the initial amount of the Series
A and Series B notes for SH7 and SH8, and the floor of 2.2% for
SH9. The Reserve Funds are currently at EUR 57.9 million, EUR 9.8
million and EUR 28.5 million, which is below the targets of EUR
63.6 million, EUR 28.1 million and EUR 28.6 million for SH7, SH8,
and SH9, respectively.

Santander acts as the account bank for all three transactions and
as the Swap Counterparty for SH7 and SH8. Based on Santander's
reference rating of A (high), being one notch below its DBRS public
Long-Term Critical Obligations Rating (COR) of AA, the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
considers the risk arising from the exposure to the account bank to
be consistent with the ratings assigned to the most senior notes in
each transaction, as described in DBRS's "Legal Criteria for
European Structured Finance Transactions" methodology; Santander
COR is also consistent with the First Rating Threshold as described
in DBRS's "Derivative Criteria for European Structured Finance
Transactions" methodology.
The transaction structures were analyzed in Intex DealMaker.

Notes: All figures are in Euros unless otherwise noted.



=====================
S W I T Z E R L A N D
=====================

GAM: Expects to Complete Liquidation of Funds by July
-----------------------------------------------------
Jennifer Thompson at The Financial Times reports that GAM moved a
step closer to drawing a line under the problems which have
engulfed the Swiss fund manager since last year, saying the
liquidation of the funds at the heart of its crisis will be
complete by July.

The Zurich based group stunned the market last summer when it
suspended Tim Haywood, a London-based investment director who
oversaw the group's absolute return bond funds, (ARBF) and later
announced plans to liquidate the fund range entirely, the FT
relates.

It had missed a self-imposed March deadline to complete this
process but on April 17, outlined steps that will see the funds run
down by this summer, the FT discloses.

It said assets of CHF1.35 billion were in liquidation at the end of
March, the FT notes.

According to the FT, GAM said it had recently sold "two material
assets" and that a further distribution will take place in the next
fortnight, leaving "one remaining group of material assets within
the ARBF funds and mandates", relating to debt held by GFG, a
collection of companies owned by the family of entrepreneur Sanjeev
Gupta.




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

BELL POTTINGER: Administrators May Sue Partners Over Collapse
-------------------------------------------------------------
LaToya Harding at The Telegraph reports that Bell Pottinger
partners could face legal action over the collapse of the firm,
according to its administrators.

Accountancy firm BDO warned that it could bring lawsuits against
partners at the public relations firm for their involvement in a
contract with a South African client that aided its collapse, on
the basis that they breached partnership agreements, The Telegraph
relates.

According to The Telegraph, in its latest administrators' report,
reported by The Times, BDO said: "Certain members failed in their
duty to act in good faith and in accordance with applicable
standards of corporate governance."

            About Bell Pottinger

Bell Pottinger Private was a British multinational public
relations, reputation management and marketing company
headquartered in London, United Kingdom. On September 12, 2017, it
went into administration as a consequence of a scandal caused by
some of its activities in South Africa.  BDO handles the
administration proceedings.  The Company is said to have placed
more than half of its 100 London-based staff redundant in 2018
after its UK business was placed in administration.


HOMEBASE: Narrows Losses in 2H 2018, Turnaround on Track
--------------------------------------------------------
Henry Saker-Clark at Press Association reports that Homebase
narrowed its losses in the second half of 2018 as a turnaround plan
under new owners starts to show signs of progress.

The DIY and garden centre retailer shut 47 outlets last year as
part of a restructuring programme after it was purchased by Hilco
for GBP1 following a disastrous spell under the ownership of
Wesfarmers, Press Association recounts.

According to Press Association, on April 17, the firm said that its
turnaround is on track and the group has made significant progress,
after cutting costs by GBP100 million.

Operating losses improved by 79.1% to GBP39.1 million in the
half-year to December 30, 2018, which compares to a GBP187.3
million loss in the same period of 2017, Press Association
discloses.

Costs were heavily reduced through a restructure of its head
office, where roles were cut by 38%, alongside a Company Voluntary
Arrangement (CVA), which allowed Homebase to close loss-making
stores and secured rent-reductions for a further 70 sites, Press
Association states.

It also closed two of its six distribution centres, and secured a
GBP95 million lending facility from Wells Fargo, Press Association
relays.

However, sales slipped 3.5% to GBP497.8 million, from GBP515.6
million in the same period the previous year, Press Association
notes.

                 About Homebase

Homebase -- http://www.homebase.co.uk/-- is a British home
improvement retailer and garden centre with stores across the
United Kingdom and Republic of Ireland.  Homebase operates over 170
stores in the United Kingdom at December 2018 and another 11 in
Ireland. The company moved its headquarters within Milton Keynes in
December 2016, from premises previously shared with former sister
company Argos.

Founded by Sainsbury's and GB-Inno-BM in 1979, the company was
owned by Home Retail Group from October 2006, until it was sold to
the Australian conglomerate Wesfarmers in February 2016.
Wesfarmers' management ended in financial disaster, and in 2018,
the company was sold to Hilco Capital for GBP1.

The sale to Hilco Capital completed on June 11, 2018, rebranded
stores reverted to the Homebase brand soon after.

On August 14, 2018, Hilco announced that it would close 42 stores
and cut 1,500 jobs through a company voluntary arrangement, which
was passed following a vote on August 31, 2018.



PRAESIDIAD GROUP: S&P Alters Outlook to Negative & Affirms B- ICR
-----------------------------------------------------------------
S&P Global Ratings revised the outlook on Praesidiad Group Ltd. to
negative from stable. S&P is affirming its 'B-' long-term issuer
credit rating and its 'B-' issue rating with a '4' recovery rating
on the EUR320 million senior secured term loan B.

The outlook revision reflects Praesidiad's weaker than expected
operating performance for 2018, primarily due to lower revenues and
higher than expected restructuring charges. S&P said, "We expect
continued low visibility on the company's revenues and now forecast
negative free operating cash flow (FOCF) of about EUR15 million in
2019 and about EUR4 million in 2020, compared with negative EUR7.5
million in 2018. However, we recognize that the FOCF decline is
primarily related to higher IT investments and working capital
outflows, which offset the improved EBITDA generation in our base
case. We expect the negative FOCF to reduce liquidity headroom and
potentially require increased revolving credit facility (RCF)
utilization. We note that Praesidiad currently has 30.5% EBITDA
headroom under the springing leverage covenant, set at 8.12x debt
coverage, if the RCF is more than 35% drawn." The covenant test is
based on pro forma EBITDA, which was EUR54.0 million as of December
2018.

Praesidiad's 2018 S&P Global Ratings-adjusted EBITDA contracted to
EUR1.7 million in 2018 from EUR25.9 million in 2017. S&P said,
"This was due to EUR30.1 million of restructuring costs, nearly
double our previous expectations of EUR15 million. We expect with
the implementation of a new enterprise resource planning (ERP)
system, capital expenditure (capex) will peak at around GBP20
million in 2019, countering any benefits from already executed hard
cost savings (such as the closure of the Sheffield plant) and
redundancies."

S&P said, "We anticipate that credit metrics will strengthen
materially in 2019 from low levels in 2018, with adjusted funds
from operations (FFO) cash interest coverage increasing to
1.9x-2.0x. In addition to the negative FOCF, the company's
liquidity will be burdened by a net cash outflow of EUR13.2 million
for the acquisition of protective infrastructure provider,
Drehtainer, which will be completed second-quarter (Q2) 2019.
Drehtainer recently provided Mobile F-35 command posts to the
Netherlands.

"We adjust Praesidiad's financial year 2018 reported debt for about
EUR4.7 million of operating leases and EUR32.3 million of trade
receivables securitization. We also note EUR426.2 million of
preference shares relating to the shareholder loan (outside the
banking group), which we treat as equity under our criteria.

"Our business risk profile for Praesidiad incorporates a reduced
manufacturing footprint and lower-than-average profitability,
including restructuring efforts, compared with other capital goods
companies. We also see as a weakness the company's large share of
revenue from base-line products (about 60%), which we see as more
commoditized and therefore exposed to higher competitive pressures,
as demonstrated in the 2018 results. This is balanced by
Praesidiad's leading position in its niche within the global
perimeter protection market. The company intends to focus on high
security products and a new cost efficiencies program. In our view,
this will help bolster margins, although from a low level.

"Praesidiad is headquartered in the U.K. and GBP30 million in
revenues go through U.K. facilities, creating potential foreign
exchange exposure. Nevertheless, we view the effect of a no-deal
Brexit on Praesidiad as relatively minimal and not a main driver
for the company's credit quality.

"The negative outlook reflects our view that although management
has begun to implement a credible restructuring plan that would
lead to stronger credit metrics, execution risks remain and
visibility on the revenue turnaround remains limited. Material
deviation from management's plan, such as weaker topline trends,
higher than expected restructuring costs, or continued significant
negative FOCF would lead us to lower the ratings.

"We could lower the ratings if S&P Global Ratings-adjusted EBITDA
margin improvements were not in line with our assumed base case,
under which we foresee an increase to about 7%-8% in 2019. A
protracted decline in earnings that would limit the company's
ability to fully draw its RCF due to covenant restrictions could
also lead us to lower the rating. We could also downgrade
Praesidiad if FOCF declined below GBP15 million in 2019 coupled
with limited prospects of about break-even FOCF in 2020.

"We would revise the outlook to stable if the company performs in
line with its 2019 budget. This would include positive FOCF and no
cost overruns or delays with regards to the implementation of the
remaining restructuring or the ERP system."



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *