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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

          Friday, May 3, 2019, Vol. 20, No. 89

                           Headlines



C R O A T I A

HRVATSKA ELEKTROPRIVREDA: Moody's Alters Outlook to Positive
ZAGREB CITY: Moody's Alters Outlook on Ba2 Issuer Rating to Pos.


G E R M A N Y

CONSUL REAL ESTATE: Fitch Publishes 'B(EXP)' LT IDR, Outlook Stable
CONSUS REAL ESTATE: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable


I R E L A N D

HAIRSPRAY WHOLESALERS: Directors Restricted for Five Years


I T A L Y

[*] ITALY: EU Chief Urged to Block Bank Shareholders Bailout


L U X E M B O U R G

ION CORPORATE: Moody's Rates EUR-Denominated Term Loans 'B3'
KLEOPATRA HOLDINGS: S&P Alters Outlook to Neg. & Affirms 'B-' ICR


N E T H E R L A N D S

DUTCH PROPERTY 2019-1: S&P Give Prelim. BB(sf) Rating on E Notes
VODAFONEZIGGO GROUP: Fitch Affirms LT IDR at B+, Outlook Stable


S P A I N

HIPOCAT 8: Moody's Raises Rating on EUR32.7MM Class D Notes to B3


T U R K E Y

RONESANS GAYRIMENKUL: Fitch Affirms LT IDR at BB, Outlook Negative


U N I T E D   K I N G D O M

ARCADIA GROUP: Green Pledges GBP100MM to Get CVA Support
ARCADIA GROUP: Property Groups to Demand Bigger Stake
DREAMR: Enters Into CVA, Owes GBP250K to Creditors
SWEAT UNION: Set to Enter Into Creditors Voluntary Liquidation
TWIN BRIDGES 2019-1: Fitch Gives 'BB-(EXP)' Rating on Class X1 Debt

TWIN BRIDGES 2019-1: Moody's Gives (P)B3 Rating on Class X1 Notes


X X X X X X X X

TURKISTON BANK: S&P Raises ICRs to 'B-/B' on Stabilized Liquidity
[*] BOOK REVIEW: Full Faith and Credit: The Great S & L Debacle

                           - - - - -


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C R O A T I A
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HRVATSKA ELEKTROPRIVREDA: Moody's Alters Outlook to Positive
------------------------------------------------------------
Moody's Investors Service has changed the outlook on Hrvatska
Elektroprivreda d.d. to positive from stable. Concurrently, Moody's
has affirmed the long-term Ba2 corporate family rating, the Ba2-PD
probability of default rating and the Ba2 senior unsecured debt
rating of HEP.

The rating action follows Moody's change in outlook of the
Government of Croatia to positive from stable on April 26, 2019.

RATINGS RATIONALE

The change in outlook to positive from stable reflects the fact
that HEP's rating is likely to be upgraded if the rating of the
Government of Croatia is upgraded.

Given its 100% ownership by the Government of Croatia and HEP's
strategic importance to the country, its rating would normally
incorporate an uplift from its standalone credit quality expressed
as a Baseline Credit Assessment of ba2, to reflect the strong
likelihood of extraordinary support from the government in case of
financial distress. However, as the company derives most of its
earnings from Croatia, it is exposed to domestic regulatory
oversight and local economic conditions, its rating would not be
expected to exceed that of the Government and so the company's
current rating is aligned with the sovereign rating.

The BCA of ba2 is supported by (1) HEP's position as the vertically
integrated incumbent in the Croatian electricity market and its
leading market position, enjoying around 85% market share as
supplier despite increasing competition; (2) its electricity
generation mix, with a high share of low cost and low CO2 hydro and
nuclear output; and (3) a strong contribution from lower risk
regulated distribution and transmission activities amounting to
over half of EBITDA.

HEP's credit profile continues to reflect the company's lack of
diversification in terms of market presence. Moreover, it takes
account of a developing track record in regulation, although the
framework is less transparent and predictable than Western European
peers and certain smaller business segments, district heating and
wholesale gas, reflect clearly suboptimal returns. The company has
historically demonstrated a variable dividend policy, and while
somewhat unpredictable, its flexibility tends to reflect the
supportive stance of the government. Dividends are likely to be
more consistently paid in the future, given the company's strong
credit metrics.

The rating additionally reflects Moody's expectation that the
company will continue to demonstrate a strong financial profile,
building on its solid track record in recent years. The financial
profile, as reflected in funds from operations (FFO)/net debt of
119% as of December 2017, is likely to weaken through a larger
investment programme than in the recent past, which includes
planned new generation capacity and investments to upgrade its
ageing asset base and expand and extend its existing networks.
Nevertheless, HEP is expected to retain robust credit metrics, such
as FFO/net debt in the strong double digits in percentage terms.

The rating nonetheless factors in that HEP remains exposed to
fluctuating hydro levels and hence variable output from its
hydro-dominated fleet, which normally generates at least half of
its production. Generally the company purchases an additional
20-40% of energy on the market to meet the balance of its supply
and trading needs. This creates some earnings volatility, as the
company's exposure to imports and more expensive input costs of its
own thermal fleet increases in dry years.

HEP falls under its rating methodology for Government-Related
Issuers. The rating incorporates (1) HEP's BCA of ba2; (2) its 100%
ownership by the Ba2-rated Croatian government; (3) the strong
likelihood of extraordinary support in case of financial distress
and (4) very high default dependence (reflecting the company's
strong domestic focus, with over 90% of sales emanating from
Croatia.)

RATIONALE FOR THE POSITIVE OUTLOOK

A stronger credit profile of Croatia, as reflected in the change in
outlook of the sovereign rating to positive from stable could
result in a one notch uplift to HEP's BCA if the Government's
rating is upgraded. The rating outlook also reflects Moody's
expectation that HEP will continue to operate with a solid business
and financial profile commensurate with the current BCA.

WHAT COULD CHANGE THE RATING UP/DOWN

An upgrade in the rating of the Government of Croatia would likely
result in an upgrade of HEP's rating, assuming no major
deterioration in the company's business or financial profile in the
meantime.

Downward pressure could develop on HEP's rating or outlook in the
event (1) that the rating of the sovereign came under negative
pressure; or (2) of a marked deterioration in the company's
financial or liquidity profile or business risk characteristics,
potentially as a result of a more challenging operating or
regulatory environment, sufficient to prompt a shift in the BCA to
b1.

A corporate family rating is an opinion of the HEP group's ability
to honour its financial obligations and is assigned to HEP as if it
had a single class of debt and a single consolidated legal
structure. The Ba2 senior unsecured rating of HEP's outstanding
global notes is the same rating level as HEP's CFR, and reflects
the absence of structural and contractual subordination of the
global note creditors to the claims of other HEP group lenders.

Headquartered in Zagreb, Croatia, HEP is the holding company for
Croatia's incumbent vertically-integrated utility group. HEP
operates across three main segments: (i) electricity generation,
transmission, distribution and supply; (ii) district heating
generation, distribution and supply; as well as (iii) natural gas
distribution and supply. The legally and operationally separate
power transmission subsidiary, HOPS d.o.o., is part of the
consolidated group. HEP demonstrated EBITDA of equivalent EUR567
million in the twelve month period ended June 30, 2018.


ZAGREB CITY: Moody's Alters Outlook on Ba2 Issuer Rating to Pos.
----------------------------------------------------------------
Moody's Public Sector Europe has changed the outlook of the City of
Zagreb and its 100%-owned utility company, Zagrebacki Holding
D.O.O., to positive from stable. At the same time, Moody's has
affirmed the Ba2 long-term issuer ratings of both entities.

Moody's rating action on the City of Zagreb reflects (1) the
improvement in the operating environment for Croatian
sub-sovereigns, as captured in the rating action on the sovereign
bond rating; and (2) the city's good budgetary management and sound
financial fundamentals, which have ensured a high self-funding
capacity and a low direct debt burden.

RATINGS RATIONALE

RATIONALE FOR OUTLOOK CHANGE TO POSITIVE AND RATING AFFIRMATION

The sovereign outlook change indicates a reduction in the systemic
risk to which Croatian sub-sovereigns are exposed. In particular,
the strengthening long-term growth prospects for the country will
have a positive impact on shared taxes and government transfers
which represent approximately 75% of the City of Zagreb's operating
revenue. The capital city's strong economy, which represents one
third of the country's GDP, further supports the municipality's
revenue base.

Moody's notes a significant improvement in the city's operating
performance with gross operating balance at 11% of operating
revenue in 2018 compared with 3% in 2017. Moody's expects that the
city will post a good financial performance in 2019-20 thanks to
its expanding revenue base coupled with a prudent appetite for
capital expenditure and infrastructure funding opportunities during
the current European Union programming period, which should result
in overall positive budgetary results.

In addition, the city's rating continues to be underpinned by its
low direct debt burden at 24% of operating revenue at year-end
2018. The city's ability to contain financial risks, limit
borrowing requirements and impose control over the Holding's
operations, will lead to a further decline in its net direct and
indirect debt, which has gradually fallen to 89% of operating
revenue in 2018 from 104% in 2017 and is set to fall to 82% in
2019.

While Moody's acknowledges Zagreb's sound financials, the city does
not have sufficient financial flexibility to justify a rating above
that of the sovereign. The city's ultimate dependence on the
Croatia's central government is underpinned by the sovereign's
ability to change the institutional framework under which Croatian
sub-sovereigns work. As such, the rating for Zagreb is capped by
the sovereign rating.

The rating action on Zagrebacki Holding's issuer rating reflects
the very strong linkages between the Holding and its support
provider, the City of Zagreb. It also takes into account (1) the
credit profile of Zagrebacki Holding, which in Moody's view, is
closely linked to that of its owner, (2) its clear public policy
mandate and its key role in the city's utilities sector, and (3)
Moody's assessment of the very high likelihood that the central
government would provide timely support should the entity face
acute liquidity stress.

Zagrebacki Holding's rating also benefits from the stable
institutional and operational framework and strict control over the
Holding's operations exercised by the City of Zagreb. Holding's
financial performance has always been influenced by the city's
decision on its strategies, business plan, investment programme and
borrowing plan. As a result, Moody's believes that Holding's credit
quality ultimately aligns with the City of Zagreb's credit rating.

WHAT COULD MOVE THE RATING UP/DOWN

Any positive change of the sovereign rating could determine upward
pressure on the City of Zagreb, associated with a sustained
improvement in the city's financials and gradual debt reduction.

An upgrade of Zagrebacki Holding's rating would result from a
similar action on the City of Zagreb's rating, given their close
financial and operational linkages.

Although unlikely given the recent outlook change to positive from
stable, a deterioration of the sovereign credit strength would
apply downward pressure on Zagreb's rating given the close
financial, institutional and operational linkages between the two
tiers of governments; and/or sustained deterioration in the city's
operating performance and/or material increase in its debt and
debt-servicing needs.

A downgrade of Zagrebacki Holding's rating would result from a
downgrade of the City of Zagreb's rating.

The specific economic indicators, as required by EU regulation, are
not available for these entities. The following national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Croatia, Government of

GDP per capita (PPP basis, US$): 24,792 (2017 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 2.9% (2017 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 1.3% (2017 Actual)

Gen. Gov. Financial Balance/GDP: 0.8% (2017 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: 4.1% (2017 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Level of economic development: Moderate level of economic
resilience

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

On April 29, 2019, a rating committee was called to discuss the
rating of the Zagreb, City of. The main points raised during the
discussion were: The systemic risk in which the issuer operates has
materially decreased.




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CONSUL REAL ESTATE: Fitch Publishes 'B(EXP)' LT IDR, Outlook Stable
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Fitch Ratings has published German housebuilder Consus Real Estate
AG's expected Long-Term Issuer Default Rating of 'B(EXP)' with a
Stable Outlook . Fitch has also published the expected instrument
rating of B(EXP)'/'RR4'/45% on the group's proposed EUR400 million
senior secured notes.

Final ratings are subject to the completion of the bond issue in
line with the terms already reviewed and receipt of final
documentation.

Consus's ratings are constrained by its high leverage , resulting
from its significant project-level debt, its recent acquisition of
SSN Group AG (SSN) and its high development pipeline. The ratings
are underpinned by Consus's good business position in prime cities
in Germany, its scale relative to other similarly rated development
companies, its diverse project portfolio and long-standing
experience. Its forward sale model to institutional investors
provides cash flow predictability during projects and limits
volatility in property down-cycles.

KEY RATING DRIVERS

Material Leverage Constrains Rating: The ratings are constrained by
the group's higher leverage versus peers, resulting from the use of
project-level debt for development opportunities, in addition to
the debt- and equity-funded acquisition of SSN in November 2018. As
a result, Consus's project pipeline has considerably increased with
a development area of about 2. 1 million sq.m. up from 1.3 million
sq.m. before the SSN acquisition.

Complex Capital Structure: Consus's use of pre-development
project-level, non-recourse debt means that the group's capital
structure is more complex than that of similarly rated peers,
limiting the group's financial flexibility and structurally
subordinating senior debt at group level. This is offset by
Consus's policy of fully repaying project-level debt when the
project is pre-sold to institutional investors, at which point all
cash flows become available to the group.

Public Commitment to Deleverage: Fitch views the group's public
commitment to reduce net debt/EBITDA (pre-purchase price
allocation) to 3.0x by 2022 as credit positive. Fitch forecasts
funds from operations (FFO) adjusted gross leverage to decline to
close to 4.0x in 2021 from an estimated over 6.0x in 2019 as it
expects its development activity to reach cash flow stability.
Consus's cash flow is significantly impacted by working capital
movements, which will wind down as the group constructs and
completes existing projects, and as growth moderates.

Large Portfolio Rollout: The ratings reflect Consus's high forecast
revenue growth via the development of a large number of projects
with attendant construction risks. Fitch expects Consus's cash
flows to be positive once the group reaches stability in
operations. Successful execution of the current large portfolio of
projects will enable the group to reduce its high leverage, which
would be rating positive. Revenue growth could be negatively
affected if execution of the portfolio slows down .

Robust Business Profile: The ratings are supported by Consus's
scale relative to other similarly rated developers, its geographic
diversification across major German urban centres and a diverse
project portfolio. As a fully integrated real estate developer,
Consus's know-how and long-standing relationships with local
authorities are key competitive advantages in an industry crowded
with small developers. This enables the group to undertake
large-scale multi-use developments, including more technically
challenging projects.

Forward Sale Strategy Positive: Up-front capital requirements are
limited by Consus's strategy to pre-sell developments to
institutional investors before the start of construction,
minimising the group's financing and exit risks. Under the forward
sales model, cash costs are typically recovered from the point of
sale and thereafter the project is cash flow positive for Consus,
subject to completion risks, which are sub-contracted. This results
in cash flow predictability during the project life, and as demand
from long-term institutional investors has historically been more
resilient, will limit volatility over property cycles.

Healthy Market Fundamental: Consus's focus on high-demand,
mid-priced residential properties in the top nine German cities
supports the group's intention to develop and sell down a large
pipeline of existing projects in the short to medium term. Its core
market is highly attractive, with historically recession-resilient
property prices, chronic undersupply of mid-priced housing, strong
tenant demand, a solid economy and healthy investor demand.

Bond's Average Recoveries: Fitch expects average recoveries
(RR4/45%) for the prospective EUR400 million senior secured bond,
which ranks pari passu with senior, unsecured debt at the holding
level. The bond is subordinated to about EUR1.7 billion
non-recourse, development debt located in project SPVs.

Fitch estimates under its bespoke recovery analysis that the
liquidation approach will lead to higher recoveries for creditors,
given the value of the group's real estate inventory assets on
balance sheet. The liquidation value is estimated at EUR2 billion,
using a 90% advance rate for accounts receivables and 75% advance
rate for properties on balance sheet. Fitch expects the prospective
bond to be structurally subordinated to development-level debt.


DERIVATION SUMMARY

Consus is one of the largest real estate developers in Germany. Its
key rated peers include Miller Homes Group Holdings plc
(BB-/Stable), PJSR LSR Group (B/Positive) and Taylor Wimpey (NR) .
With forecast revenue of around EUR1.5 billion in 2019, Fitch
expects Consus to be more than double the size of Miller Homes
(EUR0.7 billion), but smaller than Taylor Wimpey (EUR4.4 billion).
It also operates in the regulated German market , which benefits
from healthy fundamentals and a stable political environment,
compared with Miller Homes, which is exposed to Brexit risks.

The group's business profile is better than that of peers, such as
Miller Homes, as Consus focuses on central city locations in
Germany, which benefit from healthier fundamentals than the
second-tier suburban UK locations of Miller Homes. Consus's capital
structure is complex in comparison with peers, which leads to
structural subordination of senior debt at group level. The group's
financial profile is weak, due to higher leverage than peers as a
result of large acquisitions and robust growth. Fitch  forecasts
FFO adjusted gross leverage to decline towards 4.0x by 2021. This
compares with LSR's 3.0x and Miller Homes 3.5x at end-2017.

KEY ASSUMPTIONS

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

  - Revenue growth of an average 14% between 2020 and 2022, based
on sell-down of the existing development pipeline

  - EBIT margin of around 20%

  - No M&A

  - No dividends for 2018-2020; 30% of 2021 earnings paid in 2022

Key recovery rating assumptions:

The recovery analysis assumes that the company would be liquidated
in bankruptcy rather than be considered a going concern.

A 10% administrative claim.

The liquidation estimate of EUR2 billion reflects Fitch's view of
the value of inventory and other assets that can be realised in a
reorganisation and distributed to creditors

Fitch estimates the total amount of debt for claims at EUR2.3
billion

The waterfall results in a 45% recovery corresponding to 'RR4' for
the senior secured bond.

RATING SENSITIVITIES

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

  - Positive free cash flow (FCF) generation on a sustained basis

  - Sustainable improvement in the financial metrics leading to
FFO-adjusted leverage to a level below 4.0x

  - Pre-construction pre-sale rate at 50% by value

  - Significant reduction of development debt at SPVs

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

  - Deterioration of market environment leading to decrease of EBIT
margin below 10%

  - FFO-adjusted leverage sustainably above 5.5x

  - Negative FCF on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Weak Liquidity: Consus's liquidity is weak if large, short-term
non-recourse development debt at SPV level to match project phases
is consolidated. Fitch-defined unrestricted cash of EUR37 million
at end-2018 is insufficient to cover EUR837 million in SPV debt in
the next 12 months. Fitch expects liquidity at group level to
improve, as management intends to reduce SPV debt.

Fitch assumes that SPV debt is non-recourse to Consus and can be
refinanced, given the long-term nature of the assets and the
group's track record in improving refinancing terms if projects
have advanced from the time of initial financing. Consus also has a
EUR194 million convertible bond, maturing in 2022, EUR422 million
in bonds (including the proposed EUR400 million bond) maturing in
2024 and EUR33 million of Pebble Investment's debt, a subsidiary of
Consus, maturing in 2020.


CONSUS REAL ESTATE: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Consus Real Estate AG and its preliminary 'B-'
issue rating, with a preliminary '5' recovery rating, to the
group's proposed EUR400 million senior secured notes.

S&P's assessment of Consus' business risk profile underpins the
company's recently transformed corporate structure, making the
group one of the largest residential developers in Germany. Consus
acquired the CG Group in 2017 and SSN Group at the end of 2018,
consolidating the company to a gross development value (GDV) of
EUR9.6 billion, with 64 projects in its pipeline. Consus' projects
are well spread across Germany, with the majority of its projects
located in, or close to, the country's metropolitan areas, such as
Hamburg (20% of GDV), Stuttgart/Karlsruhe (18%), Berlin (12%),
Frankfurt/Offenbach (13%), Leipzig/Erfurt (13%), Cologne (10%),
Munich/Bayreuth/Passau (5%), Dusseldorf/Dortmund (4%), and Dresden
(4%). The group's business model focuses on forward-sales
agreements (approximately 80% of GDV) and condominium sales (20%).
We understand that currently about EUR2.5 billion of the group's
pipeline is forward sold or under letter of interest.

Most of the group's projects are residential or quartier
developments (60% of GDV), with commercial space (approximately 33%
of GDV) linked to its residential projects. Consus covers the
entire real estate development value chain with digitalization of
construction processes, industrial mass production, and property
and facilities management services.

S&P also considers the inherent volatility and cyclicality of the
real estate developer industry in the highly fragmented German
residential property market. Consus' concentration solely to
Germany could make the company vulnerable to changes in German
regulation and tax incentives, and therefore affecting investors'
interest in the market.

In addition, Consus' creditworthiness is constrained by the group's
lack of a track record as an operating entity, given the group's
recent business transformation. Most of the company's current
development projects are still at early stages.

The group's client base mainly comprises creditworthy institutional
investors. Although S&P considers Consus' relationships with most
of its clients to be well established, it believes that demand from
institutional investors, relative to that of private investors, may
be sensitive to signs of weaker market fundamentals or rising
interest rates.

S&P said, "We also see some concentration risk as Consus' top 20
projects account for 82% of its total GDV, while its biggest four
projects represent more than 30% of GDV. However, we understand
that these projects are located in Stuttgart, Leipzig, Hamburg, and
Cologne, where there is a pronounced housing shortage since new
residential supply cannot meet the strong demand. Construction for
three of the four projects is planned for 2020-2021.

"Positively, we view market fundamentals currently favorable for
Consus, underpinned by the widening gap between demand and supply
of living space in German metropolitan areas, driving increases in
real estate prices and rents further. That said, we also believe
that the German government would likely support new residential
supply and building processes in the next couple of years, which
should enable Consus' operational growth in line with its
strategy."

Consus exhibits relatively strong EBITDA margins (19%-20%) compared
with developers in other countries, such as France-based Altareit
SCA (8.5%), standing closer to U.K.-based Taylor Wimpey (nearly
20%). Consus' high margin is supported mostly by efficient cost
management, economies of scale, and potential operational
synergies.

S&P said, "Our assessment of Consus' financial risk profile mainly
reflects the group's relatively high leverage, with a
debt-to-EBITDA ratio above 5x and EBITDA interest coverage ratio of
about 2x forecast for 2019, due to its recent organizational ramp
up and business transformation. Consus' capital structure,
pro-forma bond issuance, includes about EUR2.3 billion of
interest-bearing financial debt, of which secured project-related
debt amounts to about EUR1.8 billion, a convertible bond of EUR194
million, and the proposed senior secured bond of EUR400 million.
The new bond will have a tenor of about five years at a fixed
coupon. We understand that the proceeds will replace the current
bridge loan of EUR250 million, which was used for the acquisition
of SSN Group at the end of 2018 and repaying portion of the
mezzanine debt at CG Group level.

"The capital structure also includes a shareholder loan from
Aggregate to Consus of approximately EUR22 million as of Dec. 31,
2018, which we have factored into our credit metrics as debt. We
take into account that management is committed to gradually
reducing its debt to EBITDA and targets an annual EBITDA base of
roughly EUR450 million by 2020.

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation of the proposed
benchmark senior secured note. Accordingly, the preliminary ratings
should not be construed as evidence of a final rating. If S&P
Global Ratings does not receive final documentation within a
reasonable timeframe, or if final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to: The
utilization of bond proceeds; maturity, size, and conditions of the
bonds; financial and other covenants; and security and ranking of
the bonds.

"The stable outlook reflects our view that Consus' credit metrics
will improve over the next 12-24 months, on the back of favorable
market fundamentals and strong demand for German residential
properties. We forecast EBITDA increases to about EUR350 million
for 2019, including full-year contribution of SSN Group and no
delay in the company's pipeline. This will likely enable the group
to stay at the current level of the preliminary rating, including
S&P Global Ratings-adjusted ratio of EBITDA interest coverage of
above 2x and debt to EBITDA decreasing closer to 5x in the next
12-24 months.

"We could downgrade Consus if operating cash flow or profitability
falls below our base-case projections. This could occur in the
event of a higher-than-expected cost base or lower demand for its
apartments. We would also take a negative rating action if Consus'
liquidity cushion materially deteriorates from the current level.

"In our view, an upgrade is linked to the commitment to and
implementation of the group's current strategy and the maturity of
the existing portfolio, therefore building a successful operating
track record under the newly established corporate structure as one
of the leading residential developer in Germany. This would require
the execution of its EUR9.6 billion GDV and therefore enhanced
sales revenues and EBITDA base through a larger and more
diversified project portfolio."

An upgrade would also hinge on credit metrics beyond our current
projections of S&P Global Ratings-adjusted EBITDA interest coverage
of above 2.5x and debt to EBITDA well below 5x over a sustained
period of time.




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HAIRSPRAY WHOLESALERS: Directors Restricted for Five Years
----------------------------------------------------------
The Irish Times reports that a businessman and his mother have been
restricted for five years from acting as directors of any company,
unless it meets certain requirements, after the High Court found
they failed to keep proper books and records for their liquidated
hairdressing supplies and beauty treatments business.

Warren Logan was executive director of Hairspray Wholesalers Ltd,
Fashion City, Ballymount, Dublin, while his mother Dolores
MacKenzie was a non-executive director, The Irish Times discloses.

The company was voluntarily wound up on May 1, 2013 and Jim Luby
was appointed as liqudator, The Irish Times recounts.

According to The Irish Times, Mr. Luby later sought orders under
the Companies Act from the High Court restricting Mr. Logan and Ms.
McKenzie acting as directors or being involved in the formation or
promotion of any company for five years, subject to conditions,
because of their conduct of the firm's affairs.

Granting the orders, Mr. Justice Senan Allen said Mr. Logan and Ms.
MacKenzie blamed their accountants for the historical issues
leading in large part to the liquidation, The Irish Times relays.

The judge, as cited by The Irish Times, said those historical
issues were that proper books and records had not been kept and
there was an issue as to the extent of the company's liabilities.




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[*] ITALY: EU Chief Urged to Block Bank Shareholders Bailout
------------------------------------------------------------
Francesco Guarascio at Reuters reports that European Union
lawmakers called on the EU's competition chief Margrethe Vestager
to block a scheme devised by the Italian government to
automatically compensate shareholders of failed banks, a move seen
as breaching EU rules on bank rescues.

Italy's eurosceptic government on April 24 adopted a decree that
would allow automatic repayments for shareholders and bondholders
of half a dozen banks who lost money when the lenders were
liquidated, Reuters relates.

According to Reuters, among those who would benefit from the
blanket compensation scheme are investors in two banks from the
north-eastern Veneto region -- a powerbase for the right-wing
League coalition party.

The scheme envisages automatic state-funded compensation for
investors with financial assets up to EUR200,000 (US$222,800) or
annual income up to EUR35,000, who would not need to demonstrate
they were victims of mis-selling, Reuters discloses.

The EU executive, as cited by Reuters, said it needed to assess the
decree before deciding.  It had informally authorized an earlier
version of the law that allowed automatic reimbursements for
investors with assets of EUR100,000, Reuters recounts.

Ms. Vestager has been open to allowing automatic compensations for
some investors, Reuters says.  The commissioner in charge of
financial services, Valdis Dombrovskis, in a letter to a EU
lawmaker seen by Reuters said reimbursements could be paid with
public money if liable banks had been liquidated.

But Brussels has not yet decided on the legality of the new higher
threshold which would increase the number of those who could claim
automatic compensation and the costs for taxpayers, according to
Reuters.




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

ION CORPORATE: Moody's Rates EUR-Denominated Term Loans 'B3'
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Helios
Software Holdings, Inc., an operating subsidiary of parent company,
ION Corporate Solutions Finance Limited, with a Corporate Family
Rating of B3 and a Probability of Default Rating of B3-PD.
Concurrently, Moody's assigned a B3 rating to the issuer's proposed
senior secured first lien credit facility, comprised of a $1.81
billion term loan, a $400 million term loan, and an undrawn $30
million revolver. The ratings outlook is negative.

The proceeds of the new debt financing will be used principally to
fund the consolidation of Wall Street Systems Inc., Allegro,
Openlink Financial, LLC, and Triple Point Technology, Inc., all of
which are operating units owned by holding company ION Investment
Group, into a single entity. Additionally, a portion of the
financing will be used to fund a dividend distribution to ION
Investment which expects to subsequnetly utilize the dividend
proceeds for acquisitions.

Upon completion of this transaction, which is expected to close
early in May 2019, Moody's expects the debt of the predecessor
entities which will be consolidated to form ION to be repaid and
all existing ratings on these issuers to be withdrawn.

Moody's assigned the following ratings:

Issuer: Helios Software Holdings, Inc.:

  Corporate Family Rating - B3

  Probability of Default Rating- B3-PD

  Senior Secured Revolving Credit Facility expiring 2024 -- B3
(LGD3)

  Senior Secured Term Loan due 2023 -- B3 (LGD3)

  Senior Secured Term Loan due 2026 -- B3 (LGD3)

  Outlook is Negative

Issuer: ION Corporate Solutions Finance S.a r.l.

  (EUR-denominated) Senior Secured Term Loan due 2023 --B3 (LGD3)

  (EUR-denominated) Senior Secured Term Loan due 2026 --B3 (LGD3)

  Outlook is Negative

RATINGS RATIONALE

Helios' B3 CFR reflects the combined company's high pro forma
trailing debt leverage of nearly 7x (Moody's adjusted for operating
leases) as well as relatively limited scale as a niche provider of
software and services for treasury risk management, foreign
exchange processing, and energy and commodity trading risk
management (E/CTRM) applications. Debt leverage is over 8.0x when
expensing capitalized software costs. The company's credit profile
is also negatively impacted by recent weakness in business
performance as sales have contracted by approximately 2% over the
past year and Moody's believes that the software provider's organic
revenue growth prospects will be modest over the intermediate term
due to the maturity of its target markets. Additionally, possible
business disruptions related to the integration of disparate
operating units into one cohesive business entity as well as the
potential for incremental acquisitions and shareholder
distributions could constrain deleveraging efforts. However, these
risks are partially mitigated by ION's solid market position within
its niche serving over 2,200 of the world's largest corporations,
financial institutions, central banks, and energy and utility
companies. The company's credit quality is also supported by a
largely subscription based sales model that provides a degree of
top-line visibility given a significant proportion of recurring
revenue and minimal client attrition. These factors, coupled with
improving projected profitability metrics, should facilitate free
cash flow production which is expected to exceed 5% of total debt
over the coming year.

The B3 ratings for the company's proposed first lien bank debt
reflect the borrower's B3-PD PDR and a Loss Given Default
assessment of LGD3. The B3 first lien ratings are consistent with
the CFR as the bank loans account for the preponderance of ION's
debt structure.

The company's adequate liquidity is supported by a pro forma cash
balance of approximately $40 million following the completion of
the transaction as well as Moody's expectation of free cash flow
generation exceeding 5% of debt over the next 12 months. The
company's liquidity is also bolstered by an undrawn $30 million
revolving credit facility, but the revolver is considered small in
relation to the company's projected interest expense. While the
term loans are not subject to financial covenants, the revolving
credit facility has a springing covenant based on a maximum net
leverage ratio which the company should be comfortably in
compliance with over the next 12-18 months.

The negative outlook reflects Moody's expectation that ION will
generate modest organic revenue growth over the next 12 to 18
months, but could be impacted by a degree of sales volatility
principally from professional services offerings. Concurrently, the
realization of anticipated cost synergies that would be the
principal driver of EBITDA growth and deleveraging is subject to
material execution risk. The outlook could be revised to stable if
the company is able to successfully achieve meaningful improvements
in operating performance during this period while sustainably
reducing adjusted Debt/EBITDA towards 6.5x, and sustaining healthy
free cash flow generation.

The rating could be upgraded if the company realizes consistent
revenue growth and successfully implements planned cost
rationalization programs while adhering to a conservative financial
policy such that debt to EBITDA (Moody's adjusted) is expected to
be sustained below 6.0x.

The rating could be downgraded if ION were to experience a
weakening competitive position, sustained free cash flow deficits,
or the company maintains aggressive financial policies that prevent
meaningful deleveraging.

The principal methodology used in these ratings was Software
Industry published in August 2018.

Helios and its parent company ION, both owned by ION Investment,
provide software and services for treasury risk management, foreign
exchange processing, and energy and commodity trading risk
management (E/CTRM) applications. Moody's expects the company's
revenues to approximate $670 million in 2019.


KLEOPATRA HOLDINGS: S&P Alters Outlook to Neg. & Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed its long-term 'B-' issuer credit rating
on Kleopatra Holdings 1 S.C.A. (KP), its 'B-' issue rating on its
senior secured facilities and its 'CCC' issue rating on the notes
it has issued.

The negative outlook reflects the heightened risk that the current
capital structure will become unsustainable over the next 12
months, based on the weaker leverage and interest coverage ratios.

S&P said, "KP's weaker-than-expected EBITDA generation in 2018
caused us to revise our forecasts for 2019. We now expect S&P
Global Ratings-adjusted EBITDA to interest to be around 1.3x and
adjusted debt to EBITDA to be around 11.3x for 2019. These are
below our previous expectations of 1.6x and 9x, respectively."

In 2018, KP reported lower-than-expected EBITDA and negative FOCF
because of raw material price inflation (especially in recycled
polyethylene terephthalate [RPET] in Europe); adverse foreign
exchange movements (mainly euro to U.S. dollar); restructuring
costs linked to the implementation of cost-saving initiatives; and
the integration of the Linpac group, a European food packaging
producer KP acquired in 2017.

S&P said, "We now expect FOCF to remain negative in 2019. Liquidity
is likely to remain adequate as KP has no material debt repayments
during the year. However, the company's headroom under its senior
secured net leverage covenant could tighten. This covenant only
applies once drawdowns under the EUR150 million revolving credit
facility (RCF) exceed EUR60 million.

"We now expect KP to generate adjusted EBITDA of only about EUR187
million in 2019. In addition the improvement in adjusted EBITDA
margins will slow, reaching 10.3%, where we previously forecast
that it would be 11.5%. We thereby revised our business risk
assessment to weak from fair.

"In 2019, we expect price increases and synergies relating to the
Linpac acquisition to more than offset the negative impact of
ongoing restructuring and integration costs, and the continuous
shift to lower margin PET-based products from polyvinyl chloride
(PVC) products.

"Although not factored in our forecast, we understand that there is
potential for further margin growth in North America, where KP has
largely resolved its operational issues.

"Our weak business risk assessment incorporated reflects the
fragmented and commoditized nature of plastic films. The group is
exposed to changes in raw material and energy prices, as well as to
foreign currency movements. In the past two years, the group has
struggled to pass on increases in the price of raw materials--such
as RPET, PET, and PVC--to customers in a timely manner. Around 30%
of KP's sales relate to contracts that include price-adjustment
clauses. Raw material price increases are typically passed on after
a delay of three to six months for these contracts.

"Our business risk assessment also reflects KP's large size,
geographic diversity, leading niche positions, long-standing
customer relationships, and its exposure to stable end markets like
food and pharma.

"In our view, KP's financial risk profile sits at the weaker end of
the highly leveraged range. We estimate leverage, calculated as
debt to EBITDA was about 11.5x at year-end 2018 and expect it to
remain at similar levels throughout 2019.

"Our adjusted debt calculation includes EUR395 million of notes
issued by KP, EUR200 million of nonrecourse factoring, and EUR40
million of operating leases."

The interest on the notes issued by KP can either be paid in cash
or accrue. In 2018, the interest was prefunded and KP paid it in
cash. From 2019 onward, KP can only pay the interest on these notes
in cash if the company complies with a liquidity test. S&P expects
the interest on the holdco test to accrue in 2019, as it does not
expect KP to meet the liquidity test in the near term.

The negative outlook reflects the heightened risk that KP's capital
structure could become unsustainable if the company fails to
achieve a material improvement in profitability.

S&P said, "We could lower the ratings if we do not see a material
improvement in operating performance, if FOCF continues to be
negative, or if the RCF became unavailable for drawdowns. This
could occur if there is operational underperformance due to
difficulty in passing on raw material price increases to customers,
or if the company is unable to reduce its selling, general, and
administrative costs.

"We could revise the ratings to stable if the company's operating
performance improved, resulting in modest positive FOCF and an
EBITDA-to-interest ratio above 1.5x."




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

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

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

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

Additionally, 7.10% of the loans in Dutch Property Finance 2019-1's
portfolio are loans from the Purple portfolio, which the seller
acquired in March 2018 from FGH Bank. Vesting Finance Servicing
services the portfolio. The seller of the loans is RNHB.

S&P said, "Since we assigned preliminary ratings, the portfolio
composition changed minimally, including the full redemption of
some of the loans, the removal of loans that don't meet the
representations and warranties in the transaction documents, and
further advances to existing risk groups. As of March 31, 2019, the
portfolio totaled EUR400,000,453, although for our analysis we have
used the portfolio composition as of the Dec. 31, 2018 cut-off
date. The collateral pool of EUR398,569,796 comprises 1,791 loans
granted to 1,550 borrowers. In our view, the collateral pool is
unique in that borrowers are grouped into risk groups." All
borrowers within a risk group share an obligation to service the
entire debt of the risk group and are included in the securitized
pool (that is, there are no situations where within a risk group
some borrowers are part of the securitized portfolio and some
borrowers are not).

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

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

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

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

  PRELIMINARY RATINGS ASSIGNED

  Dutch Property Finance 2019-1 B.V.

  Class          Rating             Amount (mil. EUR)
  A              AAA (sf)                     305.4
  B-Dfrd         AA (sf)                       42.6
  C-Dfrd         A+ (sf)                       15.8
  D–Dfrd         BBB+ (sf)                     16.4
  E-Dfrd         BB (sf)                        7.8
  F              NR                            12.0
  G              NR                             8.0

  NR--Not rated.


VODAFONEZIGGO GROUP: Fitch Affirms LT IDR at B+, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed VodafoneZiggo Group B.V.'s Long-Term
Issuer Default Rating at 'B+'. The group's senior secured debt is
affirmed at 'BB'/'RR2' and senior notes at 'B-'/'RR6'. The Outlook
on the IDR is Stable.

The ratings of VZ take into account its solid operating profile
reflecting a strong convergent position in the Dutch telecoms
market. Convergence is proving important for the market with both
VZ and the incumbent operator reporting increasing convergent
penetration. Fitch expects an improving telecoms market after a
period of significant regulatory pressure in mobile and competition
in fixed line. Market consolidation is also expected to help ease
these pressures although it continues to view the environment as
competitive.

VZ generates good cash flows, reflected in low double-digit free
cash flow margins. Its ratings are ultimately driven by the
shareholders' leverage policy. Fitch expects funds from operations
lease adjusted net leverage to remain close to its downgrade
threshold of 6.0x. Operating and financial visibility is deemed
good, allowing a tolerance of leverage close to downgrade metrics.

KEY RATING DRIVERS

Incumbent- Like Qualities: The Dutch cable market is one of
Europe's most entrenched markets where VZ exhibits strong incumbent
telecom-like qualities. It is effectively the incumbent in pay-TV
and broadband, and following the creation of the fixed-mobile joint
venture in 2016 it enjoys a strong challenger position in mobile
and convergent services. VZ continues to lose basic video
subscribers but nevertheless enjoys a 50% - 55% market share in
pay-TV. Management has a good track record of merging businesses
and delivering synergies. Margin expansion since the merger (2018
EBITDA margin improved by 1.5 pp) underlines this view.

Stabilising Telecoms Market: The Dutch telecoms market is highly
competitive; Royal KPN N.V. (BBB/Stable) the incumbent in
particular has invested heavily in fibre and developing its IPTV
platform. The merger of T-Mobile Netherlands and Tele2 (a
transaction that closed in January 2019) is, in its view , likely
to lead to a more rational pricing environment - particularly in
mobile, which has remained under pressure and seen negative growth.
Regulatory impact on international termination rates has eased
since 3Q18, allowing market revenue to stabilise from 2H18. VZ 's
revenue fell 2% in 2018 (on a comparable basis), which according to
management was largely due to mobile regulatory pressure; however,
its mobile revenue showed a turning point in 3Q18.

Market Consolidation: T-Mobile's acquisition of Tele2 gained
regulatory clearance and closed in January 2019. Fitch estimates
this makes the enlarged entity the second -largest mobile operator
behind KPN, with around a 32% revenue market share, versus KPN's
40%. While VZ has been overtaken a s the mobile number two, with a
revenue share of around 28%, it views the market following the
merger to be more evenly distributed. With a more balanced market,
this should lead to a more rational pricing environment following
aggressive and disruptive behaviour from Tele2 in a bid to increase
its pre-merger share of around 9% .

Importance of a Convergent Offer: Fitch views the Netherlands as an
evolved convergent market with both KPN and VZ reporting good
traction for fixed-mobile take-up. The incumbent has invested
heavily in fibre and IPTV, recognising the importance of being able
to match the cable sector's bandwidth capability and that content
is an important part of the retail offer. As at end-2018 KPN had
passed 2.36 million or 30% of Dutch households with fibre to the
home (FTTH), targeting a further 1 million homes or more than 40%
of households by 2021. KPN reported 46% of broadband accesses had
converged at end-2018 versus VZ's reported 32% , underlin ing
demand from consumers.

High Leverage Anchors Rating: Despite difficult trading conditions
and the significant task of integration VZ continues to deliver
strong cash flow with a low double-digit (pre-shareholder payment)
FCF margin over the past couple of years. Fitch expects this FCF
margin to be maintained as synergy benefits build and capital
intensity eases modestly. Despite its organic deleveraging capacity
Fitch expects management to keep leverage somewhat high: its rating
case forecasts FFO lease adjusted net leverage to remain in the
high 5x versus its downgrade threshold of 6x. An operating profile
supportive of a higher rating is offset by high financial
leverage.

Regulated Cable Access: Dutch competition authority, ACM, is
currently in the process of imposing regulated wholesale access to
the country's cable infrastructure, having deemed VZ along with the
incumbent to have significant market power. While VZ is resisting
ACM's ruling, Fitch believes that wholesale access will ultimately
be forced upon the cable company. Experience / precedent in the
Belgian market where cable has already been opened to regulated
access shows that introduction of this kind of regulation takes
time.

While it is possible regulation will put renewed pressure on VZ's
fixed-line revenue in the future, this is in its view unlikely
within the next two years while a formal regulatory structure is
being finalised and legislated. In the meantime VZ has time to
strengthen its convergent position, and that once wholesale access
is agreed it can partly offset lost retail revenue with high-margin
wholesale access fees.

DERIVATION SUMMARY

VZ's ratings are supported by a solid operating profile, backed by
a strong convergent position following formation of the JV and an
eventual easing in competitive conditions, with the latter helped
by a four-to-three player consolidation of the mobile market. The
cable business is stabili sing and supported by a strong B2B
segment. Its mobile operations remain under pressure but are
starting to see recovery in consumer mobile as regulatory impact
gradually fade s away. The company's closest peers, operationally  
- Virgin Media Inc. and Telenet N.V. (both BB-/Stable) - offer
similar characteristics in business and market potential, but
deliver better financial metrics, especially leverage. VZ's flat
revenue outlook and forecast leverage of around 5.7x by 2022 places
the company more consistently at the 'B+' rating , alongside
Unitymedia GmbH (B+/RWP) al though the latter exhibits stronger
growth and cash flow metrics. VZ has the scale and operating
potential to s upport a rating at 'BB-'. Fitch nonetheless expects
cash returns to shareholders to be paid at the high end of
management's guidance and that leverage will remain in line with a
'B+' rating.

KEY ASSUMPTIONS

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

  - Revenue to stabilise and grow starting from 2020

  - Adjusted. EBITDA margin to improve 0.6pp-0.8pp in 2019-2021,
reflecting the delivery of synergies. The value includes
shareholder recharges of around EUR228 million

  - 27% of shareholder recharges written back to FFO, reflecting
their capex nature

  - Capex at around 21.5% of sales in 2019-2022, including EUR60
million capex -related shareholder recharges

- Shareholder payments of EUR550 million per year in 2019-2022

RATING SENSITIVITIES

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

  - FFO adjusted net leverage sustainably below 5.2x (5.9x at
end-2018), with strong and stable FCF generation, reflecting a
stable competitive and regulatory environment

  - Evidence that the announced wholesale access by regulation to
the cable networks is not likely to have an accelerated or dramatic
impact on VZ's cable operations

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

  - FFO adjusted net leverage above 6.0x

  - Further intensification of competitive pressures and inability
to show recovery in operational performance

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity: At end-2018 the company reported cash balance of
EUR239 million and a fully undrawn credit facility due 2022 of
EUR800 million. In addition, the business generates strong FCF of
around EUR450 million - EUR550 million each year. Fitch expects VZ
to keep its cash at low levels, as the JV shareholders have a track
record of upstream ing excess cash to the parents. The short -term
maturity in 2019 is vendor financing, which is usually due within
one year. Fitch expects this amount to be rolled over under the
recurring vendor financing arrangement. Vendor financing is not
included in covenant leverage but is included in all Fitch -defined
metrics.




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

HIPOCAT 8: Moody's Raises Rating on EUR32.7MM Class D Notes to B3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of five Notes
and affirmed the ratings of six Notes in three Spanish RMBS deals.

The upgrades are prompted by increased levels of credit enhancement
for the affected Notes for HIPOCAT 7, FTA and HIPOCAT 8, FTA and by
better than expected collateral performance, namely the portfolio
Expected Loss for RURAL HIPOTECARIO XII, FTA.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain their current rating.

Issuer: HIPOCAT 7, FTA

EUR 1148.3M Class A2 Notes, Affirmed Aa1 (sf); previously on Jun
29, 2018 Affirmed Aa1 (sf)

EUR 21.7M Class B Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

EUR 42.0M Class C Notes, Upgraded to Aa1 (sf); previously on Jun
29, 2018 Upgraded to Aa3 (sf)

EUR 28.0M Class D Notes, Upgraded to Baa3 (sf); previously on Jun
29, 2018 Upgraded to Ba2 (sf)

Issuer: HIPOCAT 8, FTA

  EUR1155.5M Class A2 Notes, Affirmed Aa1 (sf); previously on Jun
29, 2018 Affirmed Aa1 (sf)

  EUR26.2M Class B Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Upgraded to Aa1 (sf)

  EUR35.6M Class C Notes, Upgraded to A3 (sf); previously on Jun
29, 2018 Upgraded to Baa3 (sf)

  EUR32.7M Class D Notes, Upgraded to B3 (sf); previously on Jun
29, 2018 Affirmed Caa3 (sf)

Issuer: RURAL HIPOTECARIO XII, FTA

  EUR862.2M Class A Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

  EUR20.5M Class B Notes, Affirmed A1 (sf); previously on Jun 29,
2018 Upgraded to A1 (sf)

  EUR27.3M Class C Notes, Upgraded to Baa3 (sf); previously on Jun
29, 2018 Affirmed Ba2 (sf)

Maximum achievable rating is Aa1 (sf) for structured transactions
in Spain, driven by Local Currency Ceiling (Aa1) of the country.

RATINGS RATIONALE

The upgrades are prompted by increased levels of credit enhancement
for the affected Notes for HIPOCAT 7, FTA and HIPOCAT 8, FTA and by
better than expected collateral performance, namely the portfolio
Expected Loss for RURAL HIPOTECARIO XII, FTA.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

For RURAL HIPOTECARIO XII, FTA Moody's decreased the expected loss
assumption to 2.88% as a percentage of the original pool balance
from 3.80%. The performance of the transaction has improved since
the last rating action, with 90-day arrears decreasing to 0.88%
from 0.95% and cumulative defaults remaining broadly stable.
Moody's has maintained the expected loss assumption for HIPOCAT 7,
FTA and HIPOCAT 8, FTA.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the portfolio credit
MILAN assumption for all three transactions.

Increase in Available Credit Enhancement

The available credit enhancement for HIPOCAT 7, FTA and HIPOCAT 8,
FTA increased due to the replenishment of the Reserve Funds which
were partially drawn in prior payment dates.

  - HIPOCAT 7, FTA Class C Notes to 19.60% from 14.90% and Class D
Notes to 10.10% from 6.30%

  - HIPOCAT 8, FTA Class C Notes to 17.10% from 9.90% and Class D
Notes to 4.7% from -0.80%

Replenishment of the Reserve Funds for the transactions HIPOCAT 7,
FTA and HIPOCAT 8, FTA are partially explained from higher than
expected levels of principal payments recovered from previously
defaulted collateral.

The rating action took into consideration the Notes' exposure to
relevant counterparties, such as servicers, account banks or swap
providers.

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
these ratings for RMBS securities may focus on aspects that become
less relevant or typically remain unchanged during the surveillance
stage.

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; (3) improvements in the credit quality of the
transaction counterparties; and (4) a decrease in sovereign risk.

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.




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

RONESANS GAYRIMENKUL: Fitch Affirms LT IDR at BB, Outlook Negative
------------------------------------------------------------------
Fitch Ratings has affirmed Turkish property company Ronesans
Gayrimenkul Yatirim A.S. (RGY)'s Long-Term Issuer Default Rating at
'BB' with a Negative Outlook and senior unsecured rating at 'BB'.

RGY's portfolio has been relatively resilient, despite significant
challenges stemming from an economic recession, volatility of the
Turkish lira and retail market weakness. RGY's prime, destination
malls in the largest cities of Turkey, and a diverse mix of
domestic and international tenants, means the company is positioned
to continue to manage ongoing market challenges.

To help stabilise the volatile lira, the government issued a
temporary decree in October 2018 that forced RGY to convert
existing leases to lira from euro, substantially increasing
currency risk as all of the company's debt is euro or US dollar
-denominated. RGY has partially mitigated this risk through hedging
and there are no material debt repayments before 2021.
Nevertheless, significant lira depreciation would likely pressure
the rating.

The Negative Outlook reflects the continued economic and political
instability that is affecting RGY's operations, as well as the
company's exposure to exchange rate risk following the government's
decree.

KEY RATING DRIVERS

Volatile Operating Environment: RGY's assets are entirely located
in Turkey, which has been experiencing high economic and currency
instability. Consequently, retail markets have weakened, pressuring
RGY's tenants' ability to meet rental payments. RGY has increased
incentives to help weaker tenants maintain their financial
viability, but this has affected RGY's financial performance. While
2019 is likely to remain challenging, Fitch's Sovereign Group
expects economic growth to return by 2020.

Decree 32 Eliminates Currency Hedge: In reaction to the acute
depreciation of the lira, in October 2018 the government introduced
Decree 32, which bans domestic companies from buying, selling or
leasing assets or services in foreign currencies and requires
companies to change such contracts into lira. The decree is
expected to expire in October 2020. The statute forced RGY, which
previously denominated its leases in euros, to convert all existing
leases at a rate of 5.43 lira to the euro. Turkish CPI will be
applied annually to existing leases.

While the decree has provided some financial relief to tenants, RGY
is now fully exposed to the lira as the company's debt is wholly
euro or US dollar -denominated. The company has hedged 60% of
rental income in 2019 at a EUR/TRY rate of 6.95, but this will only
partly cover near-term interest and debt amortisations. There is
refinancing risk given current market conditions. However, RGY does
not have any material maturities until 2021, which is after the
decree is scheduled to end. Historically, RGY has demonstrated good
access to international markets.

Sound Retail Market Fundamentals: The structure of the Turkish
retail market remains positive for its participants . With a
growing population of more than 80 million, Turkey is one of the
largest retail markets in EMEA. The populace is young, with nearly
one-third aged between 20-39, and internal immigration has
increased the urban population to more than 75%. These attributes
benefit RGY, whose portfolio of destination malls is located in the
nation's largest cities, including Istanbul, which accounts for
more than 50% of asset value. E-commerce penetration is only 3.5% ,
a rate that will likely increase, but underdeveloped logistics
infrastructure will probably slow the pace of growth.

Slow Deleveraging: RGY's debt and interest, has increased in lira
terms owing to currency depreciation. Net debt/EBITDA at YE18 was
around 11x, which is high for the rating. Fitch expects the economy
and lira to remain volatile in 2019, but to begin to recover in
2020. This should spur rental growth and accordingly help reduce
leverage. Fitch forecasts net debt/EBITDA to fall to 10.5x by YE19,
mainly owing to increased EBITDA from new developments and
acquisitions, and below 9.0x by 2021.

Operational Resilience: Retail occupancy remained healthy at 94.7%
in 2018 (2017: 96.6%), supported by an increase in tenant
incentives. However, this has meant like-for-like net operating
income fell -6.9% in 2018. Despite higher incentives, the occupancy
cost ratio increased to 15.1% in 2018 (2017: 12.7%). RGY expects to
recover some lost rental income through a greater use of turnover
leases, which will boost rents as tenant sales grow.

Limited Development Exposure: Historically, development exposure
has been high, reaching 40% of the proportionally consolidated
investment property portfolio at YE17. Following the completion of
several projects, including Maltepe Piazza in 2018, development
exposure had fallen to around 10% of the investment portfolio at
YE18. The only remaining development, Karsiyaka Hilltown in Izmir,
is scheduled to complete in October 2019 and is around 50% pre-let.
RGY is not planning any further developments over the medium term.

Lower Acquisition Activity: Other than to buy out AGP's 50% stake
in Sanliurfa, it does not expect further acquisitions through the
medium term. Transactions in 2018 consisted of the purchase of
AGP's 50% stake in three joint venture assets and the acquisition
of Maltepe Park. This remains in line with management's strategy to
simplify its corporate structure and selectively expand its
portfolio.

Concentrated Asset Base: RGY's property portfolio consists of 13
yielding assets with a leasable area of 700,000 sq. m., more than
90% of which is retail, the remainder being offices. At YE18, the
value of these assets was around EUR2 billion (at share). Asset
concentration is high due to the small number of assets. The
portfolio's good quality and high level of connectivity to public
and private transport partly mitigates this risk. There is also no
over-reliance on any single key asset.

Diverse Tenant Mix: The diverse mix of domestic and international
tenants provides a varied offering of fashion, entertainment and
food and beverage outlets, which continue to perform relatively
well in a challenging environment. RGY's focus on destination
shopping centres in response to changing consumer behaviour has
meant that entertainment, food and beverage are increasingly
relevant. The top 10 tenants account for around 20% of rents, which
should improve as RGY widens its tenant pool.

Shareholder Agreement Limits Parent Influence: A shareholder
agreement between group holding company Ronesans Emlak Gelistirme
Holding and GIC provides sufficient ring-fencing between RGY and
its parent companies to allow Fitch to assess RGY on a standalone
basis. All major decisions, including dividends, require consent of
both key shareholders, and RGY benefits from separate financing,
with no cross-defaults or guarantees (except for the historical
inter-group guarantee) to the wider holding group.

DERIVATION SUMMARY

RGY's EUR2 billion portfolio is larger than Emirates REIT's
(BB+/Stable) EUR0.8 billion portfolio, but smaller than Atrium
European Real Estate Limited's (BBB/ Stable) EUR2.9 billion
portfolio. Similar to Emirates REIT and Dubai Investments Park
Development Company (BB+/Stable), all RGY's assets are in one
jurisdiction with relatively high asset concentration. While these
two companies are located entirely within Dubai, RGY has a more
diverse geographic spread, with assets across the largest cities of
Turkey.

RGY operates wholly within Turkey, which has shown considerable
economic and political volatility compared with other EMEA
countries. Unlike Eastern European REITs Globalworth (BBB-/Stable),
NEPI Rockcastle (BBB/Stable) and Atrium, all of which index their
leases to euros to match their capital structure, RGY is prohibited
from doing so following a government decree in October 2018.

RGY's LTV of around 50% is in line with the rating category, but
its net debt/EBITDA of around 11x is high. Emirates REIT has a
lower LTV of around 45% compared with RGY, but higher net
debt/EBITDA of more than 12x. Fitch forecasts RGY's net debt/EBITDA
to fall to around 9x by 2020, a level similar to a number of
investment grade real estate companies. Nevertheless, the
challenging operating conditions and exposure to exchange rate risk
differ from most other rated EMEA real estate companies.

KEY ASSUMPTIONS

  - Rental growth negative in 2019, flat in 2020 and positive
mid-single digits in 2021 and 2022

  - Net operating income margin to remain stable at around 85%

  - Capex of around TRY510 million from 2019-2022, nearly all of
which is for the Karsiyaka Hilltown development

  - Acquisition of final AGP JV in 2019

  - Portfolio values decline by 5% in 2019

RATING SENSITIVITIES

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

  - Fitch does not expect to upgrade RGY's rating until economic
conditions in Turkey have stabilised and the company has addressed
the lack of an effective and sustainable means of hedging the
Turkish lira relative to its euro-denominated debt

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

  - Weakening of Turkish economic conditions and/or a significant
short-term depreciation in the Turkish lira

  - LTV (Fitch defined, proportionally consolidated) of greater
than 55% (2018: 52%) over a sustained period and reduced headroom
in secured debt financing covenants

  - Net debt/EBITDA over 9.5x over a sustained period (2018:
11.1x)

  - Failure to address 2021 refinancing risk at least 12 months
ahead of these debt maturities

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: At YE18, RGY had available cash of TRY316
million. This was further supported by a unsecured, short-term
shareholder loan of EUR25.5 million (TRY154 million) from Ronesans
Holding and GIC in January 2019 and the issuance of a three-year,
EUR19.2 million (TRY115 million) bullet loan in February 2019.
Pro-forma for these transactions, available cash at YE18 was TRY586
million. This is sufficient to cover short -term maturities,
including largely euro-denominated debt amortisation of TRY374
million in 2019. The committed capex to complete Karsiyaka is
expected to be financed by a committed EUR65.7 million (TRY397
million) capex facility. All euro to Turkish lira translations have
used the YE18 TRY/EUR exchange rate of 6.045.




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

ARCADIA GROUP: Green Pledges GBP100MM to Get CVA Support
--------------------------------------------------------
Elias Jahshan at Retail Gazette reports that Sir Philip Green has
promised to invest GBP100 million into Arcadia Group in a
last-ditch tactic to win over approval from landlords and creditors
for a restructure of his retail empire.

The news comes after Arcadia board members held a crunch meeting on
April 30 to debate restructuring proposals in order to secure the
long-term future of the company, which operates Topshop, Topman,
Dorothy Perkins, Miss Selfridge, Evans, Wallis and Burton, Retail
Gazette notes.

It's thought that the meeting involved a discussion on whether to
proceed with or cancel the CVA, an insolvency procedure that would
involve scores of store closures in Arcadia's UK estate as well as
rent reductions, Retail Gazette discloses.

However, a CVA would only go ahead if board directors were
confident it would have the approval from at least 75% of
landlords, pension trustees and other creditors, Retail Gazette
states.

Directors from Arcadia reportedly met on May 30 to discuss final
plans for the group's restructuring, Retail Gazette relates.  It is
most likely that it will take the form of a company voluntary
arrangement (CVA), which will require 75% of creditors to vote in
its favour to be approved, Retail Gazette says.

According to Retail Gazette, the Financial Times reported that Mr.
Green pledged GBP100 million for Arcadia as a way to secure the
approval required for the CVA to go ahead.

Earlier this week, Arcadia Group was guaranteed support from HSBC
for bank security over deposits worth millions, Retail Gazette
recounts.

The deal extends existing terms with HSBC, and will see the bank
act as guarantor in relation to letters of credit to suppliers,
Retail Gazette relays, citing This is Money.

Arcadia also proposed to halve the annual contributions it makes to
its pensions scheme, from the GBP50 million down to GBP25 million,
Retail Gazette discloses.

Arcadia Group Ltd. is the UK's largest privately owned fashion
retailer with seven major high street brands: Burton, Dorothy
Perkins, Evans, Miss Selfridge, Topshop, Topman and Wallis, along
with its out-of-town fashion destination Outfit.  


ARCADIA GROUP: Property Groups to Demand Bigger Stake
-----------------------------------------------------
Sky News reports that some of Britain's most powerful property
groups will collectively demand a bigger stake in Sir Philip
Green's high street empire as part of make-or-break restructuring
talks that will determine the company's fate.

Sky News has learnt that commercial landlords including British
Land, Hammerson and Aviva are on the verge of appointing advisers
to help oversee negotiations with Sir Philip's Arcadia Group in the
coming weeks.

City sources said on May 2 that PJT Partners, an independent
advisory firm, was in pole position to advise the syndicate of at
least six landlords, Sky News relates.

The other property owners that would be part of the group would
include Aberdeen Standard Investments, M&G Investments -- part of
the insurance giant Prudential -- and Sovereign, Sky News
discloses.

An insider at one of the real estate companies said the objective
of them joining forces would be to secure improved terms for all of
the landlords to Sir Philip's more than 500 outlets across Britain,
Sky News notes.

Negotiating in such a way would replicate a model typically used by
bondholders in financial restructuring processes, they added,
although each landlord would be responsible for talks about the
closure of or rent cuts applied to their own individual shops, Sky
News states.

The owners of Arcadia's stores, which trades under brands such as
Topshop, Burton and Dorothy Perkins, have so far been offered an
equity stake of approximately 10% in return for endorsing a Company
Voluntary Arrangement (CVA), according to Sky News.

Some landlords are understood to be preparing to seek a
significantly larger stake and more than the GBP50 million that Sir
Philip has so far committed to aiding the restructuring of the
business, Sky News relays.

The billionaire is also said to have pledged a further GBP50
million secured loan if the CVA is approved, Sky News notes.

News of the store owners' decision to negotiate collectively comes
48 hours after Arcadia's board decided to continue planning for a
CVA, despite uncertainty about whether landlords and pension
stakeholders are prepared to back it, Sky News recounts.

If a CVA vote ultimately looks unwinnable in the coming weeks,
Arcadia and its advisers are expected to launch an immediate sale
process for the business, Sky News states.

Under the existing plans, Arcadia's CVA would involve closing fewer
than 50 UK stores but would involve significant rent cuts across
much of the rest of the estate, Sky News discloses.

Arcadia Group Ltd. is the UK's largest privately owned fashion
retailer with seven major high street brands: Burton, Dorothy
Perkins, Evans, Miss Selfridge, Topshop, Topman and Wallis, along
with its out-of-town fashion destination Outfit.  


DREAMR: Enters Into CVA, Owes GBP250K to Creditors
--------------------------------------------------
Shelina Begum at Manchester Evening News reports that Manchester
app developer Dreamr, founded by Mylo Kaye and business partner
Jack Mason, has filed for insolvency after owing HM Revenue and
Customs (HMRC) hundreds of thousands of pounds.

The firm, which was founded in June 2017 and employs eight staff,
filed a company voluntary arrangement (CVA) this week with the help
of accountancy firm Royce Peeling Green, Manchester Evening News
relates.

Latest files show Dreamr owed HMRC GBP250,000, Manchester Evening
News discloses.

The CVA means the company will be able to continue trading and pay
back the creditors over due course, Manchester Evening News notes.

Although Mr. Kaye is no longer with Dreamr having left 12 months
ago, it's the second time a business the pair have founded together
has filed for a CVA in recent years, Manchester Evening News
states.

According to Manchester Evening News, in a statement, Mr. Mason, as
cited by Manchester Evening News, said: "We have recently entered
into a CVA in order to fully honour 100% of creditor debts. 2018
led to numerous challenges in a very competitive market and Brexit
uncertainty hasn't helped.

"We have developed a refined, leaner service offering for 2019. The
introduction of complementary marketing and start-up support,
leaves us in a far better financial position, which led to full
support and approval from creditors on the CVA."


SWEAT UNION: Set to Enter Into Creditors Voluntary Liquidation
--------------------------------------------------------------
Alliance News reports that Puma VCT 12 PLC on May 1 said its net
asset value has dropped as one of its investments has begun a
process that could lead to voluntary liquidation.

"The shareholders are not expected to make any recovery from this
liquidation, which will therefore reduce the company's net asset
value by approximately 11p per share," Alliance News quotes Puma
VCT 12, as saying.

The venture capital trust made an approximately GBP3.4 million
investment in budget gym operator Sweat Union Ltd, Alliance News
discloses.

According to Alliance News, after rejecting a creditors' voluntary
arrangement, Sweat Union has now begun a process that could lead to
its entering creditors voluntary liquidation.

SWEAT! Union Limited operates fitness centers and gymnasiums.  The
company was formerly known as SWEAT! Gyms Limited and changed its
name to SWEAT! Union Limited on December 15, 2014.  The company was
founded in 2013 and is headquartered in Walsall, United Kingdom.
SWEAT! Union Limited has other gymnasiums in Sheffield, Glasgow,
Denton, Chelmsford, and Sutton, United Kingdom.


TWIN BRIDGES 2019-1: Fitch Gives 'BB-(EXP)' Rating on Class X1 Debt
-------------------------------------------------------------------
Fitch Ratings has assigned Twin Bridges 2019-1 plc notes expected
ratings.

The assignment of the final ratings is contingent on the receipt of
final documents conforming to information already received. The
transaction is a securitisation of buy-to-let mortgages originated
in the UK by Paratus AMC Limited.

KEY RATING DRIVERS

Prime Underwriting

The loans are exclusively BTL loans advanced to finance properties
located in England and Wales. The loans were granted to borrowers
clear of adverse credit features covering full credit histories
(six years). Paratus also obtains full independent verification of
rental incomes from a RICS-qualified valuer. As a result, Fitch
Ratings treated the loans as prime and applied its prime matrix to
assign the pool's foreclosure frequency (FF).

Geographical Concentration

The pool contains a significant geographical concentration (ie
concentration by loan count in excess of 2x population) of loans
advanced against properties in the London region (35.8% by loan
count). Fitch considers that portfolios with a high regional
concentration are more vulnerable to an economic shock than those
which are diversified. As such, Fitch has applied an upwards
adjustment of 15% to the affected loans' FF.

Fixed Hedging Schedule

The issuer will enter into a swap at closing to mitigate the
interest rate risk arising from the fixed-rate assets and floating
rate notes. The swap will be based on a defined schedule, rather
than the balance of fixed-rate loans in the pool. In the event that
loans prepay or default, the issuer will be over hedged. The excess
hedging is beneficial to the transaction in high-interest-rate
scenarios and detrimental in declining interest rate scenarios.

Unrated Seller

Paratus, the seller, is unrated by Fitch and as a result may have
an uncertain ability to make substantial repurchases from the pool
in the event of a material breach in representations and warranties
(R&W). Fitch sees mitigating factors to this risk, principally the
nature of Paratus as a trading business with assets and only one
breach of R&W in the Twin Bridges 2017-1 transaction.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's base
case expectations may result in negative rating action on the
notes. Fitch's analysis showed that a 30% increase in the weighted
average FF, along with a 30% decrease in the weighted average
recovery rate, would imply a downgrade of the class A notes to
'A+sf'.

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

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

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of Paratus's
origination files and found the information contained in the
reviewed files to be adequately consistent with the originator's
policies and practices and the other information provided to the
agency about the asset portfolio.

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.

Twin Bridges 2019-1 PLC
   
Class A (XS1956175977); LT AAA(EXP)sf Expected Rating  

Class B (XS1956177916); LT AA(EXP)sf Expected Rating
  
Class C (XS1956178054); LT A-(EXP)sf Expected Rating

Class D (XS1956178302); LT BBB-(EXP)sf Expected Rating

Class X1 (XS1956178484); LT BB-(EXP)sf Expected Rating
  
Class Z1 (XS1956179706); LT NR(EXP)sf Expected Rating

Class Z2 (XS1956180035); LT NR(EXP)sf Expected Rating


TWIN BRIDGES 2019-1: Moody's Gives (P)B3 Rating on Class X1 Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional long-term credit
ratings to the following classes of Notes to be issued by Twin
Bridges 2019-1 PLC:

GBP[]M Class A Mortgage Backed Floating Rate Notes due [2052],
Assigned (P)Aaa (sf)

GBP[]M Class B Mortgage Backed Floating Rate Notes due [2052],
Assigned (P)Aa1 (sf)

GBP[]M Class C Mortgage Backed Floating Rate Notes due [2052],
Assigned (P)A2 (sf)

GBP[]M Class D Mortgage Backed Floating Rate Notes due [2052],
Assigned (P)A3 (sf)

GBP[]M Class X1 Mortgage Backed Floating Rate Notes due [2052],
Assigned (P)B3 (sf)

Moody's has not assigned any ratings to the GBP []M Class Z1
Mortgage Backed Notes due [2052] and GBP []M Class Z2 Notes due
[2052].

This transaction represents the third securitisation transaction
rated by Moody's that is backed by Buy-to-Let mortgage loans
originated by Paratus AMC Limited. The portfolio consists of loans
secured by mortgages on properties located in the UK extended to
[1,080] prime borrowers and the current pool balance is
approximately equal to GBP [329] million as of February 2019.

RATINGS RATIONALE

The ratings take into account the credit quality of the underlying
mortgage loan pool, from which Moody's determined the MILAN Credit
Enhancement and the portfolio expected loss, as well as the
transaction structure and legal considerations. The expected
portfolio loss of [2.5]% and the MILAN required CE of [14]% serve
as input parameters for Moody's cash flow model and tranching
model.

The expected loss is [2.5]%, which is in line with other UK BTL
RMBS transactions, owing to: (i) the Weighted Average Current LTV
of around [70.15]%; (ii) the performance of comparable originators;
(iii) the current macroeconomic environment in the UK; (iv) the
lack of historical information; and (v) benchmarking with similar
UK BTL transactions.

MILAN CE for this pool is [14]%, which is in line with other UK BTL
RMBS transactions, owing to: (i) the WA Current LTV for the pool of
[70.15]%, which is in line with comparable transactions; (ii) top
20 borrowers accounting for approx. [10.2]% of the portfolio, which
is somewhat more concentrated than comparable transactions; (iii)
interest-only loans accounting for ca. [96.8]% of the portfolio;
(iv) the lack of historical information; and (v) benchmarking with
similar UK BTL transactions.

At closing, the General Reserve Fund will be equal to [2.0]% of the
closing principal balance of mortgage loans in the pool (including
retained commitment), i.e. GBP [6.6] million. The General Reserve
Fund will be replenished after the PDL cure of the Class D Notes,
and can be used to pay senior fees and interest on the Class A - D
Notes and clear Class A - D PDL. The Liquidity Reserve Fund will be
equal to [1.5]% of the outstanding Class A and B Notes and will
stop amortising on the step-up date or when cumulative defaults
reach [6.0]% of original balance. The Liquidity Reserve Fund will
be available to cover senior fees on Class A and (conditionally)
Class B interest.

Operational Risk Analysis: Paratus is servicer in the transaction
while Elavon Financial Services DAC (Aa2/P-1), acting through its
London Branch will be acting as a cash manager. In order to
mitigate the operational risk, Intertrust Management Limited (not
rated) will act as back-up servicer facilitator. To ensure payment
continuity over the transaction's lifetime, the transaction
documents incorporate estimation language whereby the cash manager
can use the three most recent servicer reports to determine the
cash allocation in case no servicer report is available. The
transaction also benefits from a liquidity reserve fund that
provides approx. 1 quarter of liquidity assuming 5.7% 3-month
LIBOR. Finally, there is principal to pay interest as an additional
source of liquidity for Class A Notes and in certain scenarios for
Class B Notes.

Interest Rate Risk Analysis: Approx. [100]% of the loans in the
pool are fixed rate loans reverting to three months Libor. To
mitigate the fixed-floating mismatch there will be a fixed-floating
swap provided by Natixis (A1/P-1 & Aa3(cr)/P-1(cr)), acting through
its London Branch.

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

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.

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

Factors that may lead to an upgrade of the Notes include, better
than expected portfolio performance or a deleveraging of the
issuer's liability structure.

Factors that may lead to a downgrade of the Notes include,
significantly higher losses compared to its expectations at
closing, due to either a significant, unexpected deterioration of
the housing market and the economy, or performance factors related
to the originator and servicer.




===============
X X X X X X X X
===============

TURKISTON BANK: S&P Raises ICRs to 'B-/B' on Stabilized Liquidity
-----------------------------------------------------------------
S&P Global Ratings raised to 'B-/B' from 'CCC+/C' its long- and
short-term issuer credit ratings on Turkiston Bank. The outlook is
stable.

S&P said, "The rating action reflects our view of the bank's
stabilized liquidity profile, supported by an inflow of deposits
from government-related entities (GREs) and a somewhat more
cautious liquidity policy. Therefore, our concerns about the bank's
reliance on business, financial, and economic conditions to meet
its financial commitments have diminished." The upgrade also
acknowledges that Turkiston Bank received UZS63 billion (US$7
million) of capital injections in 2018 and this equity support
enabled it to meet regulatory requirements on the minimum amount of
authorized capital starting from 2019.

Turkiston Bank's funding and liquidity metrics improved in 2019
after deterioration in 2018. Year-end liquidity strain was
connected with early withdrawal of a large deposit, which coincided
with a real estate acquisition, resulting in a cumulative outflow
of about 25% of the bank's liabilities. S&P said, "We also note
that during 2018, Turkiston expanded its loan book at the expense
of liquid assets. However, we understand that the bank did not
violate statutory liquidity metrics."

On Feb. 28, 2019, the bank's reliance on volatile short-term
wholesale funding had fallen to 19% of total funding (compared with
34% on Nov. 22, 2018), while the stable funding ratio had improved
to 99% (from 78% on Nov. 22, 2018). This has alleviated our
concerns to some extent about deficiencies existing in the bank's
asset and liability management. S&P also understands that the
bank's management is determined to hold at least 20% of assets in
liquid instruments going forward. At the same time, S&P notes that
the bank's financial and business profiles remain vulnerable and
that the recent improvements in its financial profile could be
unsustainable.

S&P still thinks that the bank's funding base is undiversified and
highly concentrated. The top 20 depositors accounted for 61% of
total customer accounts on March 1, 2019, which is high in S&P's
view. Around one-third of all deposits mature in 2019, which, if
not renewed, might make the funding base vulnerable.

S&P said, "After a capital infusion by the shareholder, our
risk-adjusted capital (RAC) ratio for the bank improved above 10%
as of Dec. 31, 2018, from 7.8% a year earlier. However, in our
base-case scenario, we anticipate that Turkiston's RAC ratio will
be 7.5%-9.2% in the next 12-18 months, balancing high loan growth
and an anticipated further capital injection of UZS20 billion.
Although the bank reported zero nonperforming loans as of Dec. 31,
2018, its loan growth, which is expected to exceed that of its
local peers, poses heightened credit risk, in our opinion. Although
loan growth comes from a low base, we think the larger seasoned
portfolio in the still challenging operating environment might
result in higher credit costs over time. We note that reported
related-party transactions are relatively modest.

"The stable outlook reflects Turkiston Bank's restored liquidity
levels and increased capital buffers. It also incorporates our
expectation of a fast growth strategy over the next 12 months.

"We could consider a negative rating action over the next 12 months
if we see unexpected deterioration in the bank's funding and
liquidity profile, or significant asset quality deterioration."

A positive rating action over the next 12 months is unlikely.
However, S&P could consider an upgrade if Turkiston's RAC ratio
remains sustainably above 10%, with its seasoning loans not
resulting in significantly higher-than-expected credit losses, all
else being equal.


[*] BOOK REVIEW: Full Faith and Credit: The Great S & L Debacle
---------------------------------------------------------------
Faith and Credit: The Great S & L Debacle and Other Washington
Sagas
Author: L. William Seidman
Publisher: Beard Books
Softcover: 316 Pages
List Price: $34.95

Order a copy today at
http://www.beardbooks.com/beardbooks/full_faith_and_credit.html
"My friends, there is good news and bad news. The good news is that
the full faith and credit of the FDIC and the U.S. government
stands behind your money at the bank. But the bad news is that you,
my fellow taxpayers, stand behind the U.S, government." Take it
from L. William Seidman, former chairman of the FDIC under the
Reagan and Bush administrations, in his irreverent Washington
memoir. Chosen by Congress to lead the S&L cleanup, the author
describes how the debacle was created and nurtured, and the
lawsuits against Charles Keating, Michael Milken, and Neil Hush
that it spawned.

The story begins in the summer of 1973 when Seidman, then a Grand
Rapids, Michigan, businessman and managing partner of one of the
country's 10 largest accounting firms, which bore his family's
name, was tapped by Nixon to be undersecretary of HUD. Seidman had
scarcely unpacked his bags when "the summer of 1973" took on new
meaning in Washington and across the country. Confirmation of any
of the precarious president's nominations looked dubious in the
extreme, and Seidman prepared to pack up again. Then came a call
from the office of newly appointed Vice President Ford, Spiro
Agnew, hastily departing, had left the office in a shambles. (Not
least to be disposed of were large cases of Scotch whiskey,
presented to Agnew by supplicants.) Would Seidman lend his
managerial expertise for a few weeks to help a fellow Grand Rapidan
get organized?

One thing led to another in the usual Potomac way, and when Ford
advanced to the presidency, Seidman was made his assistant for
economic affairs. That job, too, was relatively short-lived, but a
decade later he returned to Washington to head the FDIC under
Reagan. What the author found was plenty disturbing. The
over-optimism of the 1970s and 1980s -- in particular, he believes,
a speculative binge of real estate investing followed by recession
-- was resulting in numerous bank failures, more than 1,000 between
1986 and 1991. Worse, disaster loomed in the sister agency that
insured savings and loan institutions; a majority of the nation's
4,000 S&Ls were on their way to bankruptcy. What caused the S&L
crisis? Seidman, although a small-government advocate, blames a
combination of deregulation and cutbacks in the oversight agencies.
One of his many battles, for example, was with OMB, which sought to
cut the FDIC's bank supervision staff just as it had tried to
reduce the number of S&L examiners. But he finds a silver lining in
the near catastrophe; proof of resilience. The diversity of the
U.S. financial system is also its strength.

Seidman's memoir is as much about life inside the Beltway as it is
about financial crises, making this book, first published in 1990,
no less entertaining today. Included are lively anecdotes of
confrontations with heavy-weight White House chief of staff John
Sununu, an interview with a wild-eyed Wyoming purchaser of FDIC
property from a liquidated bank who arrived in Seidman's office
armed with a gun to register his displeasure with the purchase (a
valid objection, the author discovered), and ambush by Secret
Service agents who converged on Seidman as he opened his window and
leaned out to watch the president's helicopter take off.

L. William Seidman was chairman of the Federal Deposit Insurance
Corporation from 1985 to 1991. Under his supervision, the FDIC
closed hundreds of failed banks and savings associations as the
agency attended to a debacle that cost taxpayers roughly $200
billion. Seidman worked for U.S. Presidents Gerald R. Ford, Ronald
Reagan and George H. W. Bush. He was also chief commentator on CNBC
and publisher of Bank Director magazine. He was also on the
speaking circuit, and a consultant to the Nippon Credit Bank,
Morgan Stanley Dean Witter, Ernst & Young, and Freddie Mac, among
others. Seidman died May 2009. He was 88.



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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.

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