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

                          E U R O P E

          Tuesday, April 23, 2019, Vol. 20, No. 81

                           Headlines



F R A N C E

CASINO GUICHARD-PERRACHON: S&P Cuts ICR to 'BB-', Outlook Negative


I R E L A N D

HAYFIN EMERALD II: Fitch Rates EUR26.8MM Class E Debt 'BB'
HAYFIN EMERALD II: Moody's Rates EUR26.8MM Class E Notes 'Ba2'
SOUND POINT I: Moody's Gives (P)B3 Rating on EUR10.6MM Cl. F Notes


I T A L Y

NEXI SPA: S&P Ups ICR to BB- on Debt Leverage Reduction After IPO


M A C E D O N I A

SKOPJE: S&P Affirms 'BB-' LT Issuer Credit Rating, Outlook Stable


N E T H E R L A N D S

CAIRN CLO IV: Fitch Assigns 'B-(EXP)sf' Rating on Class F-R Debt
CHAPEL BV 2003-I: Moody's Hikes Class C Notes Rating to 'Caa1'
LBC TANK: S&P Alters Outlook to Negative on Ongoing High Leverage


R U S S I A

CB ZLATKOMBANK: Declared Bankrupt by Moscow Arbitration Court
NATIONAL FACTORING: S&P Affirms 'B/B' ICRs, Outlook Stable
PETROPAVLOVSK: S&P Affirms 'B-' ICR, Off CreditWatch Negative


S P A I N

HIPOCAT RMBS: Fitch Hikes 9 Tranches on 4 RMBS Deals


S W E D E N

INTRUM AB: S&P Alters Outlook to Negative & Affirms 'BB+/B' ICRs


U N I T E D   K I N G D O M

CHESTER A PLC: Moody's Assigns (P)Ba3 Rating on Class E Notes
CHESTER A PLC: S&P Assigned Prelim BB Rating on Class E Notes
DEBENHAMS PLC: Restructuring to Hit Green's Arcadia Group
LOOP PRINT: Difficult Trading Conditions Prompt Administration
[*] UNITED KINGDOM: Rate of Pub Closures Almost Halved in 2018

[*] UNITED KINGDOM: Thousands of Businesses at Risk of Failure

                           - - - - -


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F R A N C E
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CASINO GUICHARD-PERRACHON: S&P Cuts ICR to 'BB-', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on France-based
food retailer Casino Guichard-Perrachon S.A. to 'BB-' from 'BB'.

S&P said, "The downgrade reflects our view that in spite of the
group's relatively robust top-line performance in 2018 and partial
completion of its EUR1.5 billion disposal plan, its leverage
continues to be elevated (4.97x on a proportional basis and 4.2x on
a consolidated basis for fiscal year end 2018). Improved sales
performance did not translate fully to earnings, which continue to
be affected by restructuring charges. At the same time, cash flows
remain burdened by working capital and high interest and dividends
payments.

"Our rating incorporates our forecast of a moderate improvement in
Casino Guichard-Perrachon S.A.'s (Casino's) credit metrics over
2019 and 2020, mostly stemming from the group's disposal plans. Out
of the EUR1.5 billion disposal plan launched in 2018, about EUR1.1
billion was cashed in 2018 and another EUR417 million was cashed in
the first quarter of 2019. The group has recently announced a
higher target under this disposal plan to EUR2.5 billion, excluding
the potential disposal of Via Varejo, which we understand is also
currently underway.

"While these disposals will help reduce debt, we forecast that the
proportional adjusted leverage will likely remain higher than 4x in
2019. Further, we note that a large portion of the disposals under
the EUR2.5 billion program are related to sale and lease-back
transactions. Therefore, we expect a part of these to be reflected
back in adjusted debt, through our lease adjustment. Additionally,
while the group's intention to use proceeds to reduce gross debt
should result in lower interest expenses, the additional EUR50
million of rent will likely offset that effect. Our anticipation of
a modest and gradual deleveraging also stems from our forecast of a
stable to low EBITDA growth in 2019 from 2018 levels, due to the
very stiff market competition.

"We believe the group's favorable business positioning in France,
coupled with its other initiatives, should help maintain an EBITDA
contribution in 2019 comparable to 2018, despite lower revenues due
to its plan to close some of its loss-making stores and dispose of
some of its hypermarkets. In 2018, the more limited exposure to
hypermarkets, the multibanner strategy that focuses on premium
brands, and its strong market shares in France's wealthiest zones
have translated to positive growth of 1.2%, stable margins, and
modest growth in absolute EBITDA. This contrasts with Auchan and
Carrefour, which both registered double-digit declines in
profitability.

"As the group's intention is to concentrate on profitable growth,
we expect its overall market share to reduce and its EBITDA margin
to increase. We also expect the cash impact of store network
rationalization to be limited because the proceeds from the
disposal of hypermarkets will be dedicated to fund the
restructuring charges from the closures."

Furthermore, the group's focus on optimizing its product mix toward
higher-margin items, the purchasing alliance with Auchan, and the
gradually improving profitability of its C-discount operations
should further support profitability.

"Offsetting these efforts, we believe the group's profitability
will remain pressured. The market will remain highly competitive,
with some players aiming to increase their presence in proximity
formats or competing formats such as the pedestrian drive, notably
in Paris. In our view, this will likely weigh on Casino's pricing
policy. The sale and lease-back transactions will also translate
into an increase in fixed charges by at least EUR50 million a year.
Lastly, although diminishing, we believe some restructuring costs
not part of the store rationalization program will still weigh on
profitability, some of which we capture in our EBITDA definition.
Overall, we expect reported margins to remain broadly flat in 2019
at 4.7% (5.1% as per company's reporting), only picking up
thereafter to 4.9% as restructuring costs are phased out and
loss-making stores close. As a result, we expect 2019 to remain a
transition year, with management initiatives potentially bearing
fruit in 2020.

"We view Casino's reported operating lease commitments as short
relative to the time it expects to use the leased stores. This is
because Casino uses the first possible exit date of its lease
contracts as the minimum non-cancellable operating lease
commitment, which is relatively short in France and Latin America.
We therefore make additional adjustments to reflect a more
economically appropriate depiction of its lease obligations on a
going-concern basis. That said, the short-notice exit options,
which we understand are in Casino's long-term operating lease
contracts, somewhat increase its operating flexibility.

"We assess Casino's stand-alone creditworthiness as higher than,
but linked to, that of the overall group, which comprises Casino,
Rallye, and its various holding companies up to Finatis, which we
see as the ultimate controlling parent. Casino is partly insulated
from a credit perspective, as Casino and Rallye are both separately
listed legal entities and there are some protections for Casino's
minority shareholders under the French regulatory and corporate
governance framework, which could prevent the leakage of Casino's
assets to its parent companies. We therefore rate Casino in line
with its stand-alone credit profile, which is higher than the wider
group's credit standing. At the same time, we believe that Casino's
creditworthiness is still somewhat linked to the wider group."
Casino is the core entity within the group and the driver of
virtually all of its earnings and cash flows. The group relies on
Casino to service its debts through ongoing dividend payments
arising from Casino. In that respect, further risks at Rallye may
weigh on the entire group, including Casino.

Rallye's liquidity situation, in S&P's view, has not materially
improved over the past six months because its funding structure
relies on drawn credit lines, a large portion of which are coming
due in 2020 and 2021. Rallye has confirmed credit lines of EUR2.2
billion, but EUR1.4 billion of these facilities are subject to
Casino share pledges when drawn. The more Casino's stock price
declines the less it can draw on the pledge portion of its credit
lines, especially because the group has to pledge for 130% of the
notional drawn. Rallye's net asset value has frequently been in
negative territory depending on Casino's share price.

The debt at parent companies continues to remain high as of
year-end 2018, translating to a fully consolidated leverage above
5x. Rallye reported about EUR2.9 billion of net debt, accounting
for about 90% of the net debt sitting at the parent company level,
with the remaining portion sitting between Fonciere Euris and
Finatis. Rallye has taken steps to deleverage on a stand-alone
basis by disposing of its Courir business for a EUR283 million
equity value. However, that amount is relatively modest compared to
the overall debt on Rallye's books.

The negative outlook primarily reflects Casino's weak cash flow
generation, in relation to its high debt levels. This incorporates
our view that the extremely competitive nature of the food retail
markets in France and Latin America will curtail any significant
improvement in earnings and cash flows. S&P expects lower debt
resulting from the disposal plans, and accordingly expect leverage
to improve in 2019 from the current elevated levels. This should
result in Casino's leverage (on a proportional consolidation basis)
improving toward 4x and the leverage of the overall group at the
Finatis level (based on full consolidation) falling below 5x over
the next 12 months. Notwithstanding this improvement in leverage,
S&P sees Casino's reported discretionary cash flow (DCF) remaining
persistently negative over the next two years due to high levels of
ongoing interest, capital expenditures (capex), and dividend
payments in relation to its cash generation.

The negative outlook also reflects the diminished financial
flexibility and event risk that could arise for the group from any
liquidity, refinancing, or capital structure difficulties at Rallye
given its weaker capital structure, as well its negative asset
value.

S&P said, "We could lower the rating on Casino further if Rallye's
liquidity or capital structure position deteriorated and hurt the
group's standing in the credit markets and its financial
flexibility or increases event risk.

"We could also lower the rating if profitability and operating cash
flows dropped or the quality of earnings declined. In such a
scenario we could see the adjusted debt to EBITDA on a proportional
basis at the Casino level or on a fully consolidated basis at the
overall group level (including all holding companies) remain close
to 5x.

"We could also consider a negative rating action if Casino deployed
cash for purposes other than to reduce the gross debt, such as for
unexpected share buybacks or increased dividend payments."

As Casino's creditworthiness is higher than, but linked to, that of
the wider group, any prospects for the outlook to return to stable
or a higher rating on Casino depends on significant improvement in
Rallye's liquidity, balance sheet, and financial leverage positions
without more dividend payments from Casino.

In addition, for S&P to revise the outlook to stable, Casino needs
to successfully execute its plans to improve profitability and
working capital efficiencies resulting in sustainable and tangible
improvement to its discretionary cash flow generation. This
scenario would be accompanied by a reduction in the S&P Global
Ratings-adjusted debt-to-EBITDA ratio (based on proportional
consolidation of partly owned subsidiaries at Casino level) towards
4x.




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HAYFIN EMERALD II: Fitch Rates EUR26.8MM Class E Debt 'BB'
----------------------------------------------------------
Fitch Ratings has assigned Hayfin Emerald CLO II DAC final ratings
as follows:

EUR148 million Class A-1: 'AAAsf'; Outlook Stable

EUR100 million Class A-2: 'AAAsf'; Outlook Stable

EUR18.8 million Class B-1: 'AAsf'; Outlook Stable

EUR20 million Class B-2: 'AAsf'; Outlook Stable

EUR24.4 million Class C: 'Asf'; Outlook Stable

EUR20.8 million Class D: 'BBBsf'; Outlook Stable

EUR26.8 million Class E: 'BBsf'; Outlook Stable

EUR25.4 million Class S-1: 'NRsf'

EUR23.7 million Class S-2: 'NRsf'

EUR1.0 million Class M: 'NRsf'

The transaction is a cash flow collateralised loan obligation
(CLO). Net proceeds from the issuance of the notes are used to
purchase a portfolio of mostly senior secured leveraged loans and
bonds with a target par of EUR400 million. The portfolio is managed
by Hayfin Emerald Management LLP. The CLO envisages a 4.5-year
reinvestment period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors to be in the
'B'/'B-' category. The Fitch weighted average rating factor (WARF)
of the identified portfolio is 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 weighted
average recovery rating (WARR) of the identified portfolio is
69.0%.

Diversified Asset Portfolio

The transaction includes two Fitch test matrices corresponding to
top 10 obligors concentration limit of 17% and 24%. The manager can
interpolate within and between these matrices. The transaction also
includes various concentration limits, including the maximum
exposure to the three largest (Fitch-defined) industries in the
portfolio 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

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

Waterfall Structure

The transaction has a slightly different waterfall structure than
the market standard waterfall. In the interest waterfall, the
subordinated class M return amount and deferred amount, collateral
manager advance and collateral manager advance interest ranks after
the unrated class S-1 interest and deferred interest but before the
interest diversion test. Fitch has tested the impact of this
feature and found that under the agency's stress scenarios the
impact of the breakeven default rate difference is minimal.

Recovery Rate to Secured Senior Obligations

For the purpose of Fitch recovery rate calculation, in case no
recovery estimate is assigned, secured senior loans will be assumed
to have a strong recovery. Recovery will be assumed at RR3 for
secured senior bonds. The different treatment is because of
historically lower recoveries observed for bonds and the fact that
revolving credit facilities (RCFs) typically rank pari passu for
loans but senior for bonds. The transaction feature a revolving
credit facility (RCF) limit of 15% and 20% to be considered while
categorising the loan or bond respectively 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 five 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.


HAYFIN EMERALD II: Moody's Rates EUR26.8MM Class E Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to seven
classes of notes issued by Hayfin Emerald CLO II DAC:

EUR148,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR100,000,000 Class A-2 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR18,800,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

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

EUR24,400,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR20,800,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Baa2 (sf)

EUR26,800,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Ba2 (sf)

RATINGS RATIONALE

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

The Issuer 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 90% ramped
up and to be comprised predominantly of corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with the
portfolio guidelines.

Hayfin Emerald Management 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 4.5-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from the sale of credit risk
obligations, and are subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 49.1M of subordinated notes and EUR 1M of
Class M notes which will not be rated. The Class M Notes accrue
interest in an amount equivalent to the senior and subordinated
management fees and the notes' payments will be made according to
the transaction's priorities of payment.

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: EUR400,000,000

Diversity Score: 43

Weighted Average Rating Factor (WARF): 2925

Weighted Average Spread (WAS): 3.75%

Weighted Average Fixed Coupon (WAC): 5.25%

Weighted Average Recovery Rate (WARR): 44.75%

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.


SOUND POINT I: Moody's Gives (P)B3 Rating on EUR10.6MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
eleven classes of notes to be issued by Sound Point Euro CLO I
Funding DAC:

  EUR2,500,000 Class X Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aaa (sf)

  EUR310,000,000 Class A Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aaa (sf)

  EUR15,000,000 Class B-1 Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aa2 (sf)

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

  EUR13,750,000 Class B-3 Senior Secured Floating Rate Notes due
2032,
  Assigned (P)Aa2 (sf)

  EUR11,000,000 Class C-1 Senior Secured Deferrable Floating Rate
  Notes due 2032, Assigned (P)A2 (sf)

  EUR11,000,000 Class C-2 Senior Secured Deferrable Fixed Rate
Notes
  due 2032, Assigned (P)A2 (sf)

  EUR9,250,000 Class C-3 Senior Secured Deferrable Fixed Rate
Notes
  due 2032, Assigned (P)A2 (sf)

  EUR32,200,000 Class D Senior Secured Deferrable Floating Rate
Notes
  due 2032, Assigned (P)Baa3 (sf)

  EUR27,175,000 Class E Senior Secured Deferrable Floating Rate
Notes
  due 2032, Assigned (P)Ba3 (sf)

  EUR10,625,000 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 ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

Sound Point Euro CLO I 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
approximately 80% ramped up and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

Sound Point CLO C-MOA, 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 4.5-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from the sale of credit risk
obligations, and are subject to certain restrictions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by EUR 312,500 over eight payment dates
starting on the second payment date.

In addition to the eleven classes of notes rated by Moody's, the
Issuer will issue EUR 45.0M 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: €500,000,000

Diversity Score: 43

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.60%

Weighted Average Fixed Coupon (WAC): 5.25%

Weighted Average Recovery Rate (WARR): 45.00%

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.



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NEXI SPA: S&P Ups ICR to BB- on Debt Leverage Reduction After IPO
-----------------------------------------------------------------
S&P Global Ratings raised to 'BB-' from 'B+' its long-term issuer
credit rating on Italian payment services company Nexi SpA and its
long-term issue rating on Nexi's senior secured debt. At the same
time, S&P removed the ratings from CreditWatch, where it had placed
them with positive implications on March 20, 2019. The outlook is
positive. The recovery rating on the senior secured notes is
unchanged at '3', indicating S&P's expectations for recovery
prospects of 50%-90% (rounded estimate of 50%).

The upgrade follows Nexi's successful completion of its IPO on
April 16, 2019. The transaction included a capital increase by way
of newly issued shares, resulting in net proceeds to the company of
EUR684 million.

The company publicly confirmed it will use the proceeds from the
fresh capital and from a new term loan to buy back a portion of its
existing debt, eventually reducing its gross debt to about EUR2
billion from EUR2.6 billion. S&P now anticipates the company's
debt/EBITDA ratio will likely reduce to 4x-5x in 2019 and 2020. The
partial debt repayment is credit-positive and improves the
company's financial profile, but the stock of debt remains high.
Even after the IPO, Nexi's leverage remains its main rating
weakness, in our view.

Private equity owners still own approximately 62.6% of Nexi (57.3%
if the "greenshoe" option is fully exercised), even after the IPO.
Therefore, they retain control of the company and entirely define
its capital strategy, including its appetite for leverage. S&P
said, "In calculating our debt-related metrics, we do not deduct
cash from total debt, as we typically do for financial
sponsor-controlled companies. We therefore consider Nexi's total
debt as purely gross debt. We will maintain this approach as long
as the private equity owners' shareholding is over 40%, a level we
consider significant because private equity owners tend to favor
acquisitive and debt-financed strategies."

S&P said, "In the short term, we understand the company does not
have any material acquisition deals in the pipeline and is focused
on organic growth. Nevertheless, the industry as a whole is
consolidating throughout Europe. Therefore, we cannot be sure that
Nexi's management won't decide to pursue debt-financed
opportunities to build scale and benefit from still-affordable
market funding, at some stage.

"We also understand the EUR1.165 million new term loan granted has
the same seniority as the remaining EUR825 million senior secured
debt we rate. As such, we maintained the recovery rating at '3',
indicating our expectations for recovery prospects of 50%-90%.

"The positive outlook reflects the possibility that we could raise
the ratings on Nexi over the next 12 months if we see evidence
that, as a publicly traded company, Nexi will maintain a more
conservative financial policy than in the recent past, and in
particular, will refrain from any material debt-financed
acquisitions. This would hinge on sustaining a debt-to-EBITDA ratio
of 4x-5x and a funds from operations-to-debt ratio above 12% over
the next 12 months.

"Conversely, we could revise the outlook to stable if, in our view,
the company had not demonstrated a reduced tolerance for debt. This
might occur if it renewed its strategy of using debt-financed
acquisitions to expand its business operations."




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SKOPJE: S&P Affirms 'BB-' LT Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings, on April 19, 2019, affirmed its 'BB-' long-term
issuer credit rating on the Municipality of Skopje, the capital of
the Republic of North Macedonia. The outlook is stable.

Outlook

S&P said, "The stable outlook reflects our view that Skopje will
maintain a healthy operating performance with declining debt and
adequate liquidity balances. Furthermore, in our base-case
scenario, we assume stability in the management practices and
team."

Downside scenario

S&P said, "We could lower our rating on Skopje within the next 12
months if we lowered our long-term rating on North Macedonia
(BB-/Stable/B), or if Skopje's liquidity position became
structurally weaker. Rating pressure could also arise from relaxed
control over operating expenditure and increased investments, which
in turn would weaken the city's budgetary performance and push
deficits after capital accounts to more than 5% of revenue."

Upside scenario

S&P said, "We could raise our rating on Skopje if, in the next 12
months, we raised our rating on North Macedonia and, at the same
time, the city's performance markedly exceeded our base-case
expectations. Additionally, any ratings upside would be contingent
on the city's management strengthening its long-term planning and
budgeting."

Rationale

The rating on Skopje is constrained by the volatile and unbalanced
institutional framework under which the municipality operates in
North Macedonia. The transfer of power to the new administration
after late 2017 elections did not cause any disruption to the
city's financial management policies. The city reduced its debt in
2018, and we forecast debt will remain below 20% of operating
revenue. Ongoing operating expenditure controls are likely to
result in positive operating balances. However, there are
uncertainties around future investment project spending, which
could weigh on the city's cash levels.

A smooth transition to the current city government, coupled with
solid economic growth prospects suggest stability

Following tensions at the central government level in 2017, and the
subsequent delay in local elections, administrative power was
smoothly transferred to a coalition led by the Social Democratic
Union (SDSM). S&P observed no turnover in the technical personnel,
and see consistency of financial management policies under Mayor
Petre Shilegov, which it sees as an indication of political
stability. This change in the local government echoes that at the
national level, where SDSM succeeded the VMRO-DPMNE (Internal
Macedonian Revolutionary Organization – Democratic Party for
Macedonian National Unity) in government, with the help of ethnic
Albanian parties. As a result, the new administration has close
ties with the central government, particularly as the mayor is vice
secretary of SDSM.

The city's financial management is a weakness for the rating. The
municipality lacks tested medium-term financial planning for the
core budget and its enterprises, and outcomes on annual budgets
very often differ markedly from planned volumes. S&P said, "While
we see initial steps toward more realistic planning of capital
revenue in the 2019 budget, capex is still routinely overestimated.
We understand that, to some extent, this reflects considerations
outside of the Skopje administration's direct control, such as
delays owing to lengthy public procurement procedures, or lower
volumes of real estate sales." Additionally, with the amended law
on local government finances, a ceiling has been placed on total
budget size, set at a maximum of the past three years' average
budget volume and a 10% allowance for an increase. Regardless of
this institutional measure, greater budgetary precision would
enhance Skopje's planning capabilities. The city produces multiyear
forecasts, but the achieved figures differ considerably. On the
positive side, the city government has a relatively tight grip on
operating expenditure and is closely re-evaluating its investment
program. Moreover, it arranges funding for capital projects in
advance from multilateral financial institutions, both directly and
via the state treasury. Skopje's accounts are audited by an
independent government body reporting to parliament.

Volatility of the real estate market further constrains the
predictability of the municipality's budgetary performance,
especially regarding construction taxes and land sales. Skopje
derives about one-fourth of its revenue from real estate-related
development, both directly and indirectly.

S&P said, "Our view of Skopje's limited revenue and expenditure
flexibility remains unchanged. A high proportion of revenue depends
on central government decisions, such as setting the base or range
for most local tax rates, as well as the distribution coefficients.
Furthermore, the predictability of North Macedonia's institutional
set-up is affected by the central government's fiscal policy. We
note that there are plans for further fiscal decentralization, to
transfer more responsibility to North Macedonian municipalities for
policing, health care, and tax collection." However, this has not
progressed markedly in recent years, although it remains an agenda
item for the current government. Skopje funds most services through
earmarked transfers from the central government's budget. Like
other local governments, it has very limited autonomy to divert
funds to different uses. In addition, despite a slowdown of capex
in 2018, we believe scaling down capital spending may be
challenging, given the city's infrastructure gap.

Skopje has low income and wealth levels in an international
comparison. S&P said, "We project national GDP per capita to
average just US$5,570 over 2019-2021. The city is the center of the
country's economy, hosting manufacturing facilities of
export-oriented foreign companies, as well as headquarters of
national companies. We expect the local economy to gradually expand
in line with the national economy, achieving annual GDP growth of
about 3% over 2019-2021. We believe that these steady economic
developments are likely to buoy the city's budget performance."

Financial performance is strong, but the infrastructure gap needs
addressing

Skopje's financial performance in 2018 exceeded our base-case
expectations, thanks to higher revenue, and a slowdown in capex. A
strong underlying economy and higher transfers from the central
government drove the increase in tax revenue. At the same time,
capex was contained through cancellation of some of the "Skopje
2014" projects to build monuments and renovate facades. Despite a
further decline in the amount of land sales, the balance after
capital accounts remained positive, leaving more room for
deleveraging. S&P said, "We expect revenue growth to maintain its
momentum, expanding in line with the economy. However, strong
pressures from salaries and subsidies to municipal companies will
also absorb more funds. We think this will moderately reduce the
operating margin to 20% in 2021. In addition, we believe capex will
return to higher levels because of the city's large infrastructure
gap. The project pipeline is dense and involves investments in
roads, schools, and public transportation. Capital revenue is
likely to remain volatile and to be lower than budgeted. Overall,
this leads us to expect deficits after capital accounts under our
forecast through 2021 at an average of 2.4%."

These deficits, coupled with a persistent reduction of the city's
debt burden, are likely to lead to a reduction in Skopje's
accumulated liquidity reserves. The central government has only in
recent years allowed municipalities in North Macedonia to take on
debt, and borrowing limits are gradually being relaxed. However,
these limits are essentially not rigid for Skopje, whose stock of
debt reduced to just 17% of operating revenue in 2018. S&P said,
"In addition, we believe that the city will continue with its
deleveraging plan, supported by high cash balances and strong
operating performance. As a result, we forecast tax-supported debt
will decline to roughly 20% of consolidated operating revenue by
year-end 2021 in our base-case scenario, from 27% in 2017."

Skopje's municipal company sector constitutes a credit weakness, in
our view. Several municipal companies have investment needs and
large payables. Additional contingent liabilities may come from the
municipality's plans to foster infrastructure development through
public-private partnerships.

Skopje's debt service coverage ratio is high, with cash
holdings--adjusted for the deficit after capital
accounts--substantially exceeding 200% of debt service falling due
over the coming 12 months. S&P said, "Nonetheless, we believe this
ratio is volatile and inflated by cash accumulated through 2015
asset sales and fees from land sales. With normalized asset sales
and a pickup in infrastructure investment, we anticipate a gradual
reversal of the municipality's strong liquidity position to
adequate levels. We believe that the city will be able to manage
the cash balance at a minimum of Macedonian denar 200 million
(about US$3.9 million)." Additionally, the city's internal cash
flow-generating capability remains strong, with an operating
balance before interest exceeding annual debt service by more than
5x. Skopje holds its cash in an account at the state treasury.

These positive factors are countered by the city's access to
external liquidity, which S&P views as limited, owing to the
relatively immature local banking system and capital markets for
municipal debt.

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
  Skopje (Municipality of)

  Issuer Credit Rating     BB-/Stable/--




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

CAIRN CLO IV: Fitch Assigns 'B-(EXP)sf' Rating on Class F-R Debt
----------------------------------------------------------------
Fitch Ratings has assigned Cairn CLO IV B.V. refinancing notes
expected ratings, as follows:

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

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

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

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

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

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

Cairn CLO IV B.V. is a cash flow collateralised loan obligation,
which originally closed in 2014. Net proceeds from the issue of the
refinancing notes are being used to refinance the existing notes.
The issuer has amended the capital structure and extended the
maturity of the notes. The collateral portfolio comprises mostly
(at least 90%) senior secured leveraged loans and bonds with a
component of senior unsecured, mezzanine and second-lien loans.

The portfolio is managed by Cairn Loan Investments LLP. The
transaction features a two-year reinvestment period and a 6.5 year
weighted average life.

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 33.2.

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 64.5%.

Diversified Asset Portfolio

The maximum exposure to the 10 largest obligors assumed for
assigning the expected ratings is 20% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the three
largest (Fitch-defined) industries in the portfolio is covenanted
at 40%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.

Portfolio Management

The transaction features 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 and the various structural
features of the transaction, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests.

RATING SENSITIVITIES

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

CHAPEL BV 2003-I: Moody's Hikes Class C Notes Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating of seven notes
issued by Chapel 2003-I B.V. and Chapel 2007 B.V. The upgrades
reflect the increased levels of credit enhancement for the affected
notes, as a result of the deleveraging of the transaction following
repayment of the underlying collateral. In Chapel 2007 B.V. the
upgrade action in Class E also reflects the correction of an error
in the modelling of the reserve fund.

Issuer: Chapel 2003-I B.V.

   EUR890 million Class A Notes, Upgraded to Aa3 (sf);
   previously on Dec 21, 2017 Affirmed Baa1 (sf)

   EUR39 million Class B Notes, Upgraded to Baa2 (sf); previously
   on Dec 21, 2017 Upgraded to Ba2 (sf)

   EUR23.5 million Class C Notes, Upgraded to Caa1 (sf);
previously
   on Aug 10, 2011 Downgraded to C (sf)

Interest Rate Swap, Affirmed Aa3 (sf); previously on May 23, 2016
Upgraded to Aa3 (sf)

Issuer: Chapel 2007 B.V.

   EUR300 million Class A2 Notes, Affirmed Aa3 (sf); previously
   on May 23, 2016 Affirmed Aa3 (sf)

   EUR13.8 million Class B Notes, Upgraded to Aa3 (sf); previously

   on May 23, 2016 Upgraded to A1 (sf)

   EUR23.5 million Class C Notes, Upgraded to Aa3 (sf); previously

   on May 23, 2016 Upgraded to A3 (sf)

   EUR17.9 million Class D Notes, Upgraded to A2 (sf); previously
on
   May 23, 2016 Upgraded to Ba1 (sf)

   EUR13.8 million Class E Notes, Upgraded to Baa2 (sf); previously

   on May 23, 2016 Upgraded to Ba3 (sf)

Liquidity Facility Rating, Affirmed Aa3 (sf); previously on May 23,
2016 Affirmed Aa3 (sf)

Chapel 2003-I B.V. and Chapel 2007 B.V. closed in December 2003 and
April 2007 respectively, represent the securitization of Dutch
consumer loans and second lien mortgage loans, originated by
now-bankrupt Dutch DSB Bank N.V.

Moody's affirmed the counterparty instrument rating of Aa3 (sf) for
the Interest Rate Swap in Chapel 2003-I B.V. and the Liquidity
Facility in Chapel 2007 B.V. Moody's also affirmed one tranche in
Chapel 2007 B.V. that had sufficient credit enhancement to maintain
its current rating.

RATINGS RATIONALE

The rating actions are prompted by the increase in the credit
enhancement available for the affected tranches due to portfolio
amortization. In Chapel 2007 B.V. the upgrade for Class E reflects
the correction of an error in the modelling of the reserve fund.

Increase in Available Credit Enhancement

In Chapel 2003-I B.V. sequential amortization led to the increase
in the credit enhancement available for Classes A, B and C Notes to
83%, 48% and 27% respectively as of February 2019, from 58%, 33%
and 18% since the last rating action in December 2017. Currently
the credit enhancement only takes the form of subordination as the
reserve fund has been fully drawn.

In Chapel 2007 B.V. sequential amortization led to the increase in
the credit enhancement available for Classes B, C, D and E Notes to
68%, 47%, 31% and 18% respectively as of January 2019, from 32%,
21%, 12% and 6% since last rating action in May 2016. Currently the
credit enhancement takes the form of subordination and a non
amortizing reserve fund close to its target amount, currently 18%
of the portfolio amount.

Correction of an input in the cash-flow model

The upgrade of Class E in Chapel 2007 B.V. is also partially driven
by the correction of the reserve fund modelling in the former
analysis. The reserve fund was incorrectly modelled as not being
available to repay principal on the notes at maturity. The
correction to this input has a positive impact on the Class E Notes
given the additional funds available to cover potential insurance
set-off losses.

Revision of Key Collateral Assumptions

Moody's maintained all assumptions in these two transactions, with
the only exception of the increase in the default probability (DP)
assumption in Chapel 2003-I B.V. to 9% from 8% of original
balance.

The affirmation of the counterparty instruments ratings are based
on both instruments ranking senior to the rated notes in the
payment waterfall. They are linked to the performance of the
underlying assets and are both constrained by financial disruption
risk.

The ratings of the notes in the two transactions are capped at Aa3
(sf) due to the Financial Disruption Risk, stemming from the fact
that the servicer is an unrated entity and the transaction's
mitigating structural features are not sufficient to achieve the
Aaa (sf) rating. This cap constraints the ratings of senior notes
in the transactions.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in March
2019.

Other Factors used in these ratings are described in "Moody's
Approach to Counterparty Instrument Ratings", published in April
2019.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) deleveraging of the capital
structure and (3) improvements in the credit quality of the
transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.

LBC TANK: S&P Alters Outlook to Negative on Ongoing High Leverage
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer rating on LBC Tank
Terminals Holding Netherlands BV (LBC), its 'BB' issue-level rating
on the company's senior secured debt, and its 'B' issue-level
rating on the company's senior unsecured debt.

However, S&P is revising its rating outlook to negative from stable
because it believes that the company's adjusted leverage could
exceed 6.5x through the end of fiscal 2020 (June 2020) while the
company expands its asset base.

LBC has historically operated with a highly leveraged capital
structure driven by an aggressive growth plan that's primarily
funded with debt. At the same time, the company's robust growth
plan in light of its relatively small scale leads to pronounced
execution risk over this time. S&P said, "Although we expect
leverage to decline gradually over the next few years as
utilization improves to about 95%, we think there is a likelihood
that leverage exceeds 6.5x over the next 12-18 months. We expect
2019 EBITDA of about $100 million, which is more conservative than
the company's projection. We also consider operating lease
obligations as debt and we haircut the cash balance, both of which
lead to a higher debt balance when calculating credit ratios."

The negative rating outlook on LBC reflects the likelihood that
leverage could exceed 6.5x for the next two years as the company
continues to build numerous brownfield projects, mainly in the
U.S.

S&P said, "We could lower the rating if the company is unable to
reduce leverage over the next 12-18 months such that debt/EBITDA
remains greater than 6.5x. We could also lower the rating if
planned expansions are delayed or the company is unable to sign
long-term, credit-supportive contracts for its new terminals.

"We could revise the outlook to stable if LBC continues to increase
its scale while reducing its leverage such that adjusted
debt/EBITDA falls and remains less than 6.5x."




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

CB ZLATKOMBANK: Declared Bankrupt by Moscow Arbitration Court
-------------------------------------------------------------
The provisional administration to manage JSC CB Zlatkombank
(hereinafter, the Bank) appointed by virtue of Bank of Russia Order
No. OD-3126, dated December 6, 2018, following the banking license
revocation, in the course of the inspection of the Bank established
that the Bank's management conducted operations to divert funds
through lending to borrowers incapable of meeting their
obligations.

The provisional administration estimates the value of the Bank's
assets to be no more than RUR622 million, vs RUR942 million of its
liabilities to creditors.

On March 11, 2019, the Arbitration Court of the city of Moscow
recognized the Bank as bankrupt.  The State Corporation Deposit
Insurance Agency was appointed as receiver.

In addition to the information sent earlier, the Bank of Russia
submitted information on financial transactions suggestive of
criminal offence conducted by the Bank's executives to the
Prosecutor General's Office of the Russian Federation and the
Investigative Department of the Ministry of Internal Affairs of the
Russian Federation for consideration and procedural
decision-making.


NATIONAL FACTORING: S&P Affirms 'B/B' ICRs, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long- and short-term issuer
credit ratings on Russia-based financial institution National
Factoring Co. (NFC). The outlook is stable.

S&P said, "The affirmation reflects our view that NFC will likely
maintain its flexible business model, proactive risk management,
and good asset quality. We take into account visible improvements
in the company's profitability, and expect further progress with
the implementation of NFC's strategy. However, potential pressure
on the company's capital position may mitigate the positive impact
of the improvements in NFC's credit profile.

"The stable outlook on NFC, reflects our view that NFC's credit
profile is unlikely to change materially over the next 12 months,
balancing potential further improvements of the company's
sustainability and funding diversity with growing pressure on its
capital position.

"We could take a negative rating action in the next 12 months if we
saw NFC's capital position deteriorating, with our RAC ratio
falling below 5.0%, and if the improvements in profitability and
funding diversity proved to be unsustainable.

"We could take a positive rating action in the next 12 months if we
observed management continuing to successfully execute its
strategy, with sustainable improvements in profitability, while
also adhering to a prudent capital policy, with our forecasted RAC
ratio sustainably above 5.0%."


PETROPAVLOVSK: S&P Affirms 'B-' ICR, Off CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings removed its 'B-' rating on Russian gold producer
Petropavlovsk from CreditWatch negative, where it had been placed
on June 28, 2018, and affirming it.

S&P said, "We affirmed the 'B-' rating because Petropavlovsk has
made headway on multiple fronts since mid-2018. It has improved its
liquidity; redefined and refocused its strategy; developed the POX
Hub facility, which will allow for processing of refractory ore
reserves; and caught up on the development of the underground
operations, after delays in the first half of 2018. It reinforced
corporate governance by expanding the board, and the management
team and board of directors have stabilized. Its associate, IRC,
successfully refinanced its debt, after a lengthy process and two
bridge loans from Petropavlovsk supported its liquidity throughout
2018.

"The outlook is negative because, while we acknowledge all the
milestones achieved in the past nine months, the ramp-up of the POX
facility could take longer than the management anticipates, as with
any project at this stage of its development. For example, output
could be lower than expected or costs higher than expected in the
first half of 2019.

"Given that we expect Petropavlovsk to rely on the POX facility to
achieve the projected production and earnings levels, the outlook
is unlikely to stabilize until the company has built a track record
in its POX Hub economics as the ramp-up progresses. We expect the
results for the first half of 2019 to be a good indicator in this
respect, and that as the POX Hub starts processing third-party
concentrate in the second half, we'll have a clearer view of the
economics of that process."

The company's next debt maturity is in March 2020, when its $100
million convertible bond comes due. Successfully refinancing this
bond will largely depend on the company's performance this year.
The negative outlook indicates the one-in-three probability that
the company will not deliver on its planned POX strategy, which
will depress earnings and make refinancing the bond more difficult.
S&P acknowledges that the company has a range of other options
regarding this bond, including converting it into equity or
exchanging into a new debt instrument.

S&P understands that the development of the POX facility is on
track. Petropavlovsk delivered the first gold from refractory ore
in December. By mid-January, the POX Hub had successfully processed
about 12 kilotonnes of refractory concentrate and about 4,500
ounces (oz) of gold sold. Petropavlovsk commissioned the first two
flotation lines at Malomir in July and October, respectively. The
underground operations at Malomir and Pioneer are both ramping-up,
after delays in the first half of 2018.

Capital expenditure (capex) for 2019-2021 includes the
commissioning of another two autoclaves at the POX Hub in June;
expanding the Malomir flotation plant by adding another line; and
constructing a flotation plant at Pioneer. We expect development
capex on the above-mentioned projects to taper to around $40
million in 2019 and around $60 million-$70 million in 2020. By
contrast, in 2018, Petropavlovsk spent about $60 million on the POX
facility and about $15 million on the development of the
underground mines at Malomir and Pioneer. From the second or third
quarter of 2019 onward, the company will also need to finance
purchases of third-party concentrate.

The management team has been in place for nine months. The team
knows the company well--the CEO, Pavel Maslovskiy, is one of the
two company founders and the non-executive chairman, Sir Roderic
Lyne, and one of the four independent nonexecutive directors,
Robert Jenkins, were previously board members. Four independent
directors recently joined the seven-strong board. S&P said, "We
understand the main shareholders on record have not changed since
mid-2018 and they support management's strategy. We think that the
management team is well-placed to achieve improved performance
given their in-depth knowledge of the company. We would be looking
for a longer track record of sustainably solid results to support a
revision of the outlook in the next six to 12 months and ratings
upside in the longer run."

S&P said, "The negative outlook reflects the one-in-three chance
that we could lower the 'B-' rating if Petropavlovsk's EBITDA does
not materially improve in 2019, or if it finds it difficult to
refinance the convertible bond. EBITDA performance in 2019 will
depend on the successful ramp up of the POX Hub, which would
support the business' long-term sustainability. Equally, creditors
will look for improved performance to support the refinancing of
the $100 million convertible bond, due in March 2020.

"Our revised base case assumes that EBITDA improves to $150
million-$200 million in 2019 and $250 million-$300 million in 2020,
from $130 million-$150 million in 2018. Given the company's
under-delivery against its public guidance in the past few years,
particularly on TCCs, our forecasts are more conservative than
previously. Should the POX ramp-up in 2019 exceed expectations and
the economics be more favorable than we currently forecast, there
would be material upside to the base case, supporting a higher
rating.

"We assume leverage will remain high, with S&P Global
Ratings-adjusted debt to EBITDA of 4.5x-5.0x or adjusted funds from
operations (FFO) to debt of 10%-15% in 2019. Also, we do not factor
in the sale of the IRC stake, which could also support material
improvement in credit metrics (we currently adjust the debt for the
guarantee provided to IRC).

"We could lower the rating if we see a risk that the company is
unable to refinance or extend the convertible bond, which would
likely happen if creditors assess performance as unsatisfactory.
For example, any operational setbacks in the ramp-up of the POX
facility would weigh on production and cost levels and therefore
prevent meaningful EBITDA growth from 2018 levels.

"We could consider revising the outlook to stable if the company
demonstrates EBITDA growth in 2019 in line with our base case,
supporting its capacity to reduce leverage to below 4.0x from 2020.
A stable outlook would also depend on refinancing or extending the
convertible bond due in March 2020."




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

HIPOCAT RMBS: Fitch Hikes 9 Tranches on 4 RMBS Deals
----------------------------------------------------
Fitch Ratings has upgraded nine tranches and affirmed 11 tranches
of four Spanish Hipocat RMBS transactions. The Outlooks are Stable.


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

KEY RATING DRIVERS

Payment Interruption Risk Present

For Hipocat 9, the reserve fund has only recently started to
increase and is still relatively low. For Hipocat 10 and Hipocat
11, the cash reserve funds are currently fully depleted. Therefore,
the notes' ratings remain capped at 'A+sf' due to insufficient
structural isolation from payment interruption risk.

For Hipocat 7, the cash reserve fund has a balance of EUR22 million
and has been increasing steadily for the last 2.5 years. Although
the cash reserve fund may be drawn in future to cover for defaults,
three-month plus arrears are at their lowest level for more than 11
years. Fitch has not applied a rating cap, based on the expectation
that funds will remain sufficient to provide sustainable coverage
of payment interruption risk in the short to medium term.

Stable or Improving Credit Enhancement (CE)

Fitch expects CE to increase slightly as the transactions will
continue to amortise sequentially as a result of the reserve funds
being below target. The only transaction likely to switch to
pro-rata payments in the near future is Hipocat 7. Fitch views
these CE trends as sufficient to withstand the rating stresses,
leading to the upgrades and affirmations. However, the negative CE
for some tranches is a driver of the 'Csf' to 'CCCsf' ratings.

Stable Asset Performance

The rating actions reflect Fitch's expectation of stable credit
trends, given the significant seasoning of the securitised
portfolios of more than 15 years, the prevailing low interest rate
environment and the Spanish macroeconomic outlook.

Three-month plus arrears (excluding defaults) as a percentage of
the current pool balance remained below 1% for all deals.
Cumulative default rates range from 3.8% (Hipocat 7), to 25.0%
(Hipocat 11). The high amount of cumulative defaults is a
consequence of the economic crisis affecting Spain and the related
high unemployment figures. In recent years defaults have stabilised
as a result of the improving macroeconomic situation in Spain.

Recoveries on Defaulted Receivables

The balances of outstanding defaulted receivables are quite
substantial for all transactions, although all transactions have
shown large decreases in outstanding defaults and PDL amounts since
its last review. Fitch was provided with supplementary loan-level
information on defaulted accounts to enable the calculation of
recoveries, which are a main driver for Hipocat 9, 10 and 11.

For Hipocat 7 the balance of defaulted receivables totalled EUR18.9
million (prior year (PY) EUR24.4 million) and Fitch calculated a
recovery rate of 28.3% for these foreclosed loans in its base case.
For Hipocat 9 the balance of defaulted receivables totalled EUR28.1
million (PY EUR36.7 million) and a base case recovery rate of
21.0%. For Hipocat 10 the balance of defaulted receivables totalled
EUR59.7 million (PY EUR83.4 million) and a base case recovery rate
of 17.6%. For Hipocat 11 the balance of defaulted receivables
totalled EUR93.1 million (PY EUR125.3 million) and a base case
recovery rate of 11.2%.

Historical Recovery Rates below Expectations

Fitch has observed lower than expected recovery rates for Hipocat
7, Hipocat 9 and Hipocat 10. This is reflected in its analysis by
limiting some of the ratings to levels below the model-implied
ones.

RATING SENSITIVITIES

For all notes rated below 'A+sf' ('AAAsf' for Hipocat 7), a timely
and successful resolution of the existing defaulted receivables
could have a positive rating impact.

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.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. 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 asset pool 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:

HIPOCAT 7, FONDO DE TITULIZACION DE ACTIVOS

  Class A2 (ISIN ES0345783015): upgraded to 'AAAsf'
  from 'AA+sf'; Outlook Stable

  Class B (ISIN ES0345783023): upgraded to 'AAAsf'
  from 'AAsf'; Outlook Stable

  Class C (ISIN ES0345783031): affirmed at 'A+sf';
  Outlook Stable

  Class D (ISIN ES0345783049): upgraded to 'BBB+sf'
  from 'BBBsf'; Outlook Stable

HIPOCAT 9, FONDO DE TITULIZACIoN DE ACTIVOS

  Class A2a (ISIN ES0345721015): affirmed at 'A+sf';
  Outlook Stable

  Class A2b (ISIN ES0345721023): affirmed at 'A+sf';
  Outlook Stable

  Class B (ISIN ES0345721031): upgraded to 'A+sf' from
  'Asf'; Outlook Stable

  Class C (ISIN ES0345721049): upgraded to 'Asf' from
  'BB+sf'; Outlook Stable

  Class D (ISIN ES0345721056): upgraded to 'CCCsf' from
  'CCsf'; RE revised to 90% from 80%

  Class E (ISIN ES0345721064): affirmed at 'Csf'; RE 0%

HIPOCAT 10, FONDO DE TITULIZACION DE ACTIVOS

  Class A2 (ISIN ES0345671012): affirmed at 'A+sf'; Outlook
  Stable

  Class A3 (ISIN ES0345671020): affirmed at 'A+sf'; Outlook
  Stable

  Class B (ISIN ES0345671046): upgraded to 'BB-sf' from
  'Bsf'; Outlook Stable

  Class C (ISIN ES0345671053): affirmed at 'CCsf' '; RE 0%

  Class D (ISIN ES0345671061): affirmed at 'Csf'; RE 0%

HIPOCAT 11, FONDO DE TITULIZACION DE ACTIVOS

  Class A2 (ISIN ES0345672010): upgraded to 'B sf' from
  'CCCsf'; Outlook Stable

  Class A3 (ISIN ES0345672028): upgraded to 'B sf' from
  'CCCsf'; Outlook Stable

  Class B (ISIN ES0345672036): affirmed at 'CCsf' '; RE 0%

  Class C (ISIN ES0345672044): affirmed at 'CCsf' '; RE 0%

  Class D (ISIN ES0345672051): affirmed at 'Csf'; RE 0%



===========
S W E D E N
===========

INTRUM AB: S&P Alters Outlook to Negative & Affirms 'BB+/B' ICRs
----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable on
Sweden-based debt collector Intrum AB (publ). At the same time, S&P
affirmed its 'BB+/B' long- and short-term issuer credit ratings on
the company.

S&P said, "We also affirmed the 'BB+' issue rating on Intrum's
senior unsecured notes. The recovery rating is unchanged at '4',
indicating our expectation of average recovery (30%-50%; rounded
estimate: 40%) in the event of payment default.

"The outlook revision is based on our view that it could take
Intrum longer to sustainably reduce leverage than we expected, due
to the possibility that it may need to adopt a more aggressive
financial risk profile than we anticipated in light of its
ambitious earnings-per-share target. The company aims to more than
double earnings per share to Swedish krona (SEK) 35 by 2020 from
SEK14.2 in 2018. We believe that pursuing growth could prevent
Intrum from reducing and maintaining gross debt to adjusted EBITDA
below 4.0x over the next 12-24 months.

"In addition, we consider that Intrum could deplete its
historically high liquidity buffers to finance additional
investments, given recently difficult debt market funding
conditions. The negative outlook also reflects the risk of its
investment strategy becoming more complex as a result of the
recourse to off-balance-sheet special purpose vehicle (SPV)
structures, and heightened operational risks."

Intrum remains a market leader in European credit management
services (CMS), with more diversified revenue than peers in terms
of geographies and business lines. The company generates about 60%
of its income from balance sheet-light CMS and about 40% from
distressed debt portfolio investments. Its business position has
been underpinned by a successful merger with Lock Lower Holding
(Lindorff) and by cooperation with distressed debt-selling banks,
such as Intesa in Italy and Ibercaja in Spain. If well managed, S&P
believes that over time the group will benefit from the position it
is looking to establish in Italy or Spain. Nonperforming loans
(NPLs) in both countries make up a large portion of total European
NPLs and present a significant opportunity for debt collection
companies to expand and make further use of their scale.

The competitive environment in the distressed debt purchasing and
servicing segment continues to be very challenging, given
decreasing levels of distressed debt Europe-wide and transactions
happening ever quicker in the lifetime of an NPL. Depending on the
geography, S&P sees higher levels of secured loans coming to
secondary markets and being sought by investors. Therefore, S&P
believes that Intrum's noncore transactions or investments in the
real estate servicing segment--for example, a recent agreement to
acquire Solvia Servicios Immobiliaros for about EUR300 million from
Banco Sabadell in Spain--are predominantly due to competitive
pressures to defend its foothold in the distressed debt servicing
business.

S&P said, "We will continue to monitor Intrum's risk appetite in
pursuing its growth strategy in the next 12 months. We see the risk
that further transactions of a similar nature raise doubts with
respect to the group's commitment to its financial policy and
liquidity profile, meaning potential increased utilization of the
EUR1.375 billion revolving credit facility (RCF), for example. This
is especially important, given the upcoming maturity of Intrum's
EUR2.0 billion of outstanding debt in 2022 and potential additional
liquidity pressures if not addressed early enough.

"We further expect an acceleration in Intrum's EBITDA generation in
2019, given increasing revenue from debt servicing and debt
collections from the recent portfolio acquisitions. We note that
Intrum publicly announced its target of 2.5x-3.5x net debt to cash
EBIDTA by 2020 and reported 4.3x leverage as of December 2018.
However, we see a risk of private equity investor Nordic Capital
maintaining its currently high stake (44%) longer than initially
anticipated. Therefore, and due to competitive pressures (e.g.
recently in Spain), Intrum may limit or slow its deleveraging,
undermining our base-case scenario of gross debt to adjusted EBITDA
dropping sustainably below 4x over the next 12-24 months. We
believe that our measure of funds from operations (FFO) to gross
debt will improve and remain above 20% over the same period. Also,
we expect that adjusted EBITDA coverage of interest expense will
remain meaningfully above 6x, which provides an adequate buffer for
debt servicing, especially given the relatively weak tangible
equity metrics resulting from the high share of post-merger
goodwill.

"We do not include the SPV's asset-backed notes used to finance the
Intesa portfolio purchase or the external banking financing of the
Ibercaja SPV in our calculation of Intrum's gross debt. This is
because we believe that the nonrecourse nature of those financings
and the associated strategic partnerships represent a sufficient
transfer of risk away from Intrum. However, we do consider that
off-balance-sheet financing activities could increase complexity,
and we could revise the way we capture SPV-type transactions in
Intrum's cash flow leverage if they constitute a sizable portion of
the company's operations. We note that Intrum cannot easily replace
assets in those SPVs and remains bound by joint-control agreements
with independent, external co-investors.

"The negative outlook on Intrum reflects our view that the company
may not reduce debt to EBITDA sustainably below 4.0x. In addition,
Intrum may further deplete liquidity to finance acquisitions, given
an ambitious earning-per-share target by 2020. We note that the
current distressed debt-purchasing market environment remains
highly competitive and, contrary to our previous expectations,
Nordic Capital's 44% stake in Intrum is unlikely to reduce over the
next 12 months, which could place additional pressures on our
assessment of Intrum's financial risk profile.

"We could lower the rating over the next 12 months if we expected
Intrum's gross debt to adjusted EBITDA to remain above 4x, or FFO
to debt to stay below 20%. We could also downgrade Intrum if its
liquidity deteriorated significantly. Although we see this scenario
as less likely, it could occur if Intrum is less committed to
meeting its leverage guidance due to further acquisitive or
aggressive growth, or if it fails to address its maturing debt
early enough. We could also lower the rating if Intrum's appetite
for further off-balance-sheet transactions leads us to believe that
the potential for strain on resources is increasing, or the group
is becoming more complex, also by expanding into noncore business
lines such as real estate ownership and services.

"We could revise the outlook to stable if we saw a higher
likelihood that the company might achieve its strategic
deleveraging plan without further deteriorating its liquidity,
especially given upcoming maturities of outstanding debt. Also, we
would need to expect improved cost efficiency and sustained solid
revenue diversification, as well as the avoidance of high
complexity in its operating structure."




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

CHESTER A PLC: Moody's Assigns (P)Ba3 Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service has assigned provisional credit ratings
to the following Notes to be issued by Chester A PLC:

  GBP[1,482,787,000] Class A Mortgage Backed Floating Rate Notes
due
  [March 2046], Assigned (P)Aaa (sf)

  GBP[140,263,000] Class B Mortgage Backed Floating Rate Notes due

  [March 2046], Assigned (P)Aa3 (sf)

  GBP[130,244,000] Class C Mortgage Backed Floating Rate Notes due

  [March 2046], Assigned (P)A1 (sf)

  GBP[80,150,000] Class D Mortgage Backed Floating Rate Notes due
  [March 2046], Assigned (P)Baa3 (sf)

  GBP[40,075,000] Class E Mortgage Backed Floating Rate Notes due
  [March 2046], Assigned (P)Ba3 (sf)

The GBP [130,245,000] Class Z Mortgage Backed Floating Rate Notes
due [March 2046], the Class S1 Certificate due [March 2046], the
Class S2 Certificate due [March 2046], the Class Y Certificates due
[March 2046] and The GBP [105,462,000] VRR Loan Note due [March
2046] have not been rated by Moody's.

The Notes are backed by a pool of UK Prime residential mortgage
loans previously held by NRAM Limited (A2). The pool was acquired
by Citibank N.A., London Branch (Aa3/P-1; Aa3(cr)) from NRAM
Limited. The securitised portfolio consists of [31,082] mortgage
loans with a current balance of GBP [2,109] million. The VRR Loan
Note is a risk retention Note which receives [5]% of all available
receipts, while the remaining Notes and certificates receive [95]%
of the available receipts.

Moody's issues provisional ratings in advance of the final sale of
securities and the above ratings reflects Moody's preliminary
credit opinions regarding the transaction only. Upon a conclusive
review of the final documentation and the final Note structure,
Moody's will endeavour to assign definitive ratings to the above
Notes. The definitive ratings may differ from the provisional
ratings.

RATINGS RATIONALE

The ratings of the Notes are based on an analysis of the
characteristics of the underlying mortgage pool, sector wide and
originator specific performance data, protection provided by credit
enhancement, the roles of external counterparties and the
structural features of the transaction.

Moody's determined the MILAN Credit Enhancement (CE) of [18.5]% and
the portfolio expected loss of [4.0]% as input parameters for
Moody's cash flow model, which is based on a probabilistic
lognormal distribution.

Portfolio expected loss of [4.0]%: This is higher than the UK Prime
sector average of [1]% and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i) the
collateral performance of NRAM Limited originated loans to date, as
provided by NRAM Limited; (ii) [3.2]% of loans that were previously
restructured and [19.7]% of loans in arrears in the portfolio;
(iii) the current macroeconomic environment in the UK and the
potential impact of future interest rate rises on the performance
of the mortgage loans; and (iv) benchmarking with comparable
transactions in the UK market.

MILAN CE of [18.5]%: This is higher than the UK Prime sector
average of [9.5]% and follows Moody's assessment of the
loan-by-loan information taking into account the following key
drivers: (i) the weighted average current loan-to-value of
[88.75]%, which is higher than the average seen in the sector; (ii)
[3.2]% of loans that were previously restructured and [19.7]% of
loans in arrears in the portfolio; and (iii) the historical
performance of the loans with [52.7]% of the loans in the pool
having been current or at worst less than 1 payment in arrears over
the last five years.

Bradford & Bingley plc (NR) will be the contractual interim
servicer sub delegating all its servicing to Computershare Mortgage
Services Limited (NR). Servicing is expected to be transferred to
Topaz Finance Limited ((NR); subsidiary of Computershare Mortgage
Services Limited) -- the long-term servicer -- within 6 months from
closing.

Citibank N.A., London Branch is appointed as cash manager, while
CSC Capital Markets UK Limited (NR) is appointed as back-up
servicer facilitator. To help ensure continuity of payments the
deal contains estimation language whereby the cash flows will be
estimated from the three most recent servicer reports should the
servicer report not be available.

As there are no swaps in the transaction, Moody's has modelled the
spread taking into account the minimum margin covenant of Libor +
[3.4]%. Due to uncertainty on enforceability of this covenant,
Moody's has taken the view not to give full credit to this
covenant. Instead, Moody's has stressed the interest rate of the
pool by assuming that loans revert to an SVR yield equal to Libor +
[1.8]%.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage. Please see "Moody's Approach to Rating RMBS Using the MILAN
Framework" for further information on Moody's analysis at the
initial rating assignment and the on-going surveillance in RMBS.

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

Factors that may cause an upgrade of the ratings of the Notes
include: significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes; for Class
B, due to a lack of available liquidity for this class the above
factors are unlikely to cause an upgrade until at least Class A is
fully repaid.

Factors that would lead to a downgrade of the ratings include:
economic conditions being worse than forecast resulting in
worse-than-expected performance of the underlying collateral,
deterioration in the credit quality of the counterparties and
unforeseen legal or regulatory changes.


CHESTER A PLC: S&P Assigned Prelim BB Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Chester A
PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd U.K. residential
mortgage-backed securities (RMBS) notes. At closing, Chester A will
also issue unrated class Z notes, as well as class S1, S2 and Y
certificates, and VRR loan notes.

S&P bases its credit analysis on the underlying pool of GBP2,108.5
million (as of Feb. 1, 2019). The pool comprises first-lien U.K.
residential mortgage loans that Northern Rock PLC, Legal & General
Bank Ltd., NRAM (No. 2) Ltd. and the North of England Building
Society originated over the course of 2006 to 2009.

Approximately 78% of the pool comprises interest-only loans, most
of which will mature in 2027 to 2032. Consent-to-let loans
represent only 4.4% of the pool. About 34% of the properties are
located in the South East including London. Loans in arrears
represent 11.9% of the pool, including 5.4% of loans in arrears for
more than 90 days. 90% of the pool comprises standard variable rate
(SVR) loans, and 3% are fixed-rate loans reverting to a future SVR.
Based on S&P's legal analysis and the conditions outlined in the
various servicing agreements, S&P has applied a SVR floor rate to
the SVR loans.

At closing, Bradford & Bingley will be the master servicer, however
it will delegate the servicing to Computershare Mortgage Services
Ltd. (a subsidiary of Computershare). Within six months post
closing, the issuer will transfer the servicing functions to Topaz
Finance Ltd. (Topaz), a subsidiary of Computershare. Topaz will
also take over the role of the legal title holder for the pool from
the original legal title holders, NRAM and NRAM (No. 2).
The transaction will be exposed to the counterparty risk of
Citibank N.A., London branch as a transaction account provider and
National Westminster Bank PLC as a collection account bank. S&P
said, "We expect the replacement provisions set by the transaction
documentation to meet our counterparty criteria. However, during
the first six months post closing, the transaction documents will
not contain the rating downgrade provisions relating to the
collection account bank. We have therefore modeled commingling risk
as a credit loss in our cash flow analysis, applied to the first
1.6 months post closing."

During the transaction's life, the issuer will be obligated to
honor any flexible features which are included in the underlying
mortgage contracts, subject to the borrower meeting the relevant
conditions, the application complying with the applicable law, and
the servicer's approval. The flexible features include payment
holidays, flexible drawings, porting, product switches, and further
advances. S&P said "In our current cash flow analysis, we stressed
the impact of payment holidays and flexible redraws on the
transaction flows. We will monitor the effect of other flexible
features during our surveillance."

S&P said, "Our preliminary rating on the class A notes addresses
the timely payment of interest and the ultimate payment of
principal. Our ratings on the class B-Dfrd to E-Dfrd notes reflect
the ultimate payment of interest and principal. Our rating
definitions are in line with the terms and conditions of the notes.


"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. Subordination and excess
spread (there will be no loss-absorbing reserve fund in this
transaction) will provide credit enhancement to the rated notes.
Taking these factors into account, we consider that the available
credit enhancement for the rated notes is commensurate with the
preliminary ratings assigned."

  PRELIMINARY RATINGS ASSIGNED

  Chester A PLC
  Class                   Prelim.        Prelim.
                          rating          amount
                                      (mil. GBP)

  A                       AAA (sf)           TBD
  B-Dfrd                  AA (sf)            TBD
  C-Dfrd                  A (sf)             TBD
  D-Dfrd                  BBB (sf)           TBD
  E-Dfrd                  BB (sf)            TBD
  Z-Dfrd                  NR                 TBD
  S1 cert.                N/A                N/A
  S2 cert.                N/A                N/A
  Y cert.                 N/A                N/A
  VRR loan notes          NR                 TBD

  TBD--To be determined.
  NR--Not rated.
  N/A--Not applicable.





DEBENHAMS PLC: Restructuring to Hit Green's Arcadia Group
---------------------------------------------------------
Ashley Armstrong at The Telegraph reports that Sir Philip Green's
Arcadia group is understood to be facing a further hit from the
restructuring of Debenhams plc as it emerged that the business
makes 15% of its sales from the embattled department store.

According to The Telegraph, sources said the Arcadia business,
which includes the high street fashion names Topshop, Dorothy
Perkins, Wallis and Miss Selfridge, is Debenhams' largest
concession holder.  Both retailers are racing to push through
company voluntary arrangements to tackle their unmanageable rent
bills, The Telegraph relates.

Debenhams is now controlled by its lenders following a pre-pack
administration last week that wiped out shareholders, including
Mike Ashley, The Telegraph notes.


LOOP PRINT: Difficult Trading Conditions Prompt Administration
--------------------------------------------------------------
Business Sale reports that Loop Print, a printing company based in
Sheffield, has fallen into administration after citing difficult
trading conditions as the reason for its downfall.

The company was forced to call in RSM Restructuring Advisory LLP to
handle the administration process, with partners Jamie Miller --
jamie.miller@rsmuk.com -- and Gareth Harris --
gareth.harris@rsmuk.com -- appointed as joint administrators,
Business Sale relates.

According to Business Sale, it is likely that an online auction
will be arranged to raise funds for the assets; potential buyers
are invited to express their interests immediately.

Specializing in litho and digital printing, the company conducted
its operations from a 1,490 sq ft factory floor in Digital Works,
Sheffield and catered its printing services to clients across the
country.



[*] UNITED KINGDOM: Rate of Pub Closures Almost Halved in 2018
--------------------------------------------------------------
Oliver Gill at The Telegraph reports that there has been a marked
slowdown in the number of pubs calling last orders for the final
time, suggesting the Government's changes to the business rates
regime might be easing pressure on Britain's boozers.

Almost 1,000 of the country's watering holes disappeared last year,
equivalent to 76 a month, The Telegraph relays, citing research
released on April 22.

But the rate of closures almost halved in 2018. Over the preceding
seven years, an average of 138 pubs vanished each month, The
Telegraph discloses.

According to The Telegraph, the Government has raised the rates
thresholds for smaller businesses.  And, last October, Chancellor
Philip Hammond unveiled GBP900 million of rates relief for almost
half a million smaller companies, The Telegraph recounts.


[*] UNITED KINGDOM: Thousands of Businesses at Risk of Failure
--------------------------------------------------------------
Ashley Armstrong at The Telegraph reports that Philip Hammond has
been warned that thousands of businesses are at risk of failure as
he presses ahead with plans to let the taxman jump the queue when
the assets of collapsed companies are carved up by administrators.

According to The Telegraph, restructuring specialists said moves by
the Chancellor to reintroduce "Crown preference" could trigger a
massive wave of insolvencies as lenders lose their top-ranking
status.

Banks would be less able to make loans against assets, according to
Duff & Phelps, potentially causing a cash flow crisis for many
companies, The Telegraph notes.

The retail and automotive sectors are thought to be particularly at
risk, as they are already in distress and increasingly borrow
against their assets, The Telegraph 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,
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
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Information contained herein is obtained from sources believed to
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