/raid1/www/Hosts/bankrupt/TCREUR_Public/190523.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, May 23, 2019, Vol. 20, No. 103

                           Headlines



B E L G I U M

ONTEX GROUP: S&P Cuts ICR to BB- on Weaker Margins, Outlook Stable


F R A N C E

SMCP GROUP: S&P Alters Outlook to Negative & Affirms 'B+' ICR
SONIA RYKIEL: May 31 Deadline Set for Binding Offers


G E R M A N Y

RODENSTOCK GMBH: S&P Assigns 'B' LongTerm ICR, Outlook Stable
RODENSTOCK HOLDING: Moody's Assigns B3 CFR, Outlook Stable


I R E L A N D

RRE 2 LOAN: S&P Assigns Prelim BB- Rating on $23MM Class E Notes


I T A L Y

DECO 2019: Fitch Amends May 3 Release
PATRIMONIO UNO: S&P Cuts Ratings on 4 Tranches to BB+


N E T H E R L A N D S

GLOBAL UNIVERSITY: S&P Affirms 'B' ICR on Debt-Funded Acquisition
LEASEPLAN CORP: Moody's Assigns Ba3(hyb) Rating on AT1 Notes


S P A I N

CAIXABANK SA: Moody's Hikes Unsec. Regular Bond From Ba1
MASMOVIL IBERCOM: Moody's Assigns 1st Time B1 CFR, Outlook Stable


U K R A I N E

KYIV: S&P Affirms B- LongTerm Issuer Credit Rating, Outlook Stable


U N I T E D   K I N G D O M

ARCADIA GROUP: Philip Green Offers Landlords Stake in Business
ASCOVAL: British Steel Liquidation Won't Impact Rescue Deal
BRITISH STEEL: In Compulsory Liquidation, Receiver Takes Control
BRITISH STEEL: UK Gov't Grants Indemnity to Official Receiver
EUNETWORKS HOLDINGS: Moody's Alters Outlook on B2 CFR to Negative

JAMIE OLIVER: Banks to Pursue Owner Following Administration
LOOT: Failure to Obtain Additional Funding Prompts Administration
OCP EURO 2019-3: Moody's Rates EUR10MM Class F Notes 'B2'
PRECISE MORTGAGE 2019-1B: Moody's Assigns (P)Ba3 Rating on E Notes
RRE 2 LOAN: Moody's Assigns (P)Ba3 Rating on EUR23MM Class E Notes

THOMAS COOK: Regulators Monitor Plight Amid Financial Woes
TWIN BRIDGES 2019-1: Moody's Rates GBP5.6MM Class X1 Notes 'B1'
UNIQUE PUB: S&P Puts BB Rating on A4 Notes on Watch Positive

                           - - - - -


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B E L G I U M
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ONTEX GROUP: S&P Cuts ICR to BB- on Weaker Margins, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its ratings on Ontex Group to 'BB-' from
'BB'.

S&P said, "The downgrade follows Ontex's weaker-than-expected
operating results in first-quarter 2019, and reflects our revised
expectation that the group's adjusted debt to EBITDA will remain
significantly above 4.0x over 2019-2020, which is not commensurate
with a 'BB' rating. We anticipate that the deleveraging process
will likely be constrained over the next 24 months by investments
associated with implementation of Ontex's recently announced
transformation plan (Transform to Grow or T2G). T2G aims to create
long-term value, accelerate the group's strategic priorities, and
increase its operating margin by 125-175 basis points (bps) by
2021, with early effects visible from 2020."

In 2018, Ontex's earnings were depressed by strong input price
increases (mainly pulp and super-absorbers), foreign currency
headwinds, and operating challenges in its Brazilian business
acquired in 2017. These factors translated into a 9.5% EBITDA
margin on a reported basis in 2018 (including nonrecurring costs),
a 160 bps contraction versus 2017. As a result, adjusted debt to
EBITDA increased to 4.4x compared with S&P's expectations of 4.0x.
In first-quarter 2019, S&P observed similar trends, with operating
margins deteriorating to 8.4%, 190 bps lower than in first-quarter
2018, despite a better price mix, improved operations in Brazil,
and cost savings from manufacturing, supply chain, procurement, and
R&D activities.

S&P said, "In the first months of the year, we observed less
volatility from raw material prices, and consider that they are
stabilizing at higher level than last year. We believe that under
this scenario it would be difficult to achieve further sales price
increases considering competitive pressures from global brands in
the European retail environment where Ontex primarily competes
through private label brands (retailer brands). This is highlighted
by Ontex's recent loss of some contracts in Europe, which partly
explains the 7.6% contraction in sales in the region in
first-quarter 2019. We expect the company will not be able to fully
recover from the loss of such volumes by the end of the year."
Positively, in first-quarter 2019 Ontex's owned brands showed
growth of about 5.0% year on year in the Americas, Middle East,
Africa, and Asia (AMEEA) region. In Mexico, Brazil, and Turkey, the
group has the No. 1 position in adult incontinence, and ranks among
the top-four in the baby care.

With the implementation of T2G, Ontex aims to accelerate the growth
of local brands while maintaining its leading position in the
European retailer brands segment, supported by innovative product
development and an increased focus on high-growth product segments,
including baby pants. In S&P's view, the program will enable the
group to catch positive trends in the personal hygiene market.
According to Euromonitor, the incontinence segment is set to
experience compound annual growth of 6.3% over 2018-2023, with
growth of 3.3% in baby care and 2.3% in feminine care. The growth
will be supported by favorable sociodemographic trends, such as
aging populations in developed markets and increasing urbanization,
growth of disposable income, and awareness of the importance of
health and hygiene in emerging markets.

The company expects that cost savings from T2G will increase its
EBITDA margin by 125-175 bps by 2021 from 11.5% in 2018 (company's
adjusted EBITDA margin, pro forma International Financial Reporting
Standards 16). S&P considers that savings will be generated by the
adoption of a more agile organization structure following the
revision of commercial activities, optimization of manufacturing
lines enhancing customer proximity, optimization of raw material
consumption, and improvement of procurement conditions.

Ontex indicated that T2G investments will consist of EUR85 million
one-off costs and EUR45 million of additional capital expenditures
(capex). S&P believes that such investments will likely depress the
group's profitability and cash flow generation mainly in 2019,
resulting in adjusted debt to EBITDA peaking at 5.0x-5.5x and
neutral or slightly negative free operating cash flow (FOCF)
generation.

S&P said, "While cost savings should be evident from 2020, we
assume that T2G-related expenses will offset the benefit of such
savings until 2021, when we expect the EBITDA margin will improve
to about 10.5% on a reported basis. We believe that adjusted debt
to EBITDA will remain above 4.0x on average over 2019-2021 and FOCF
will move into positive territory from 2020, as we expect the level
of capex will reduce to EUR110 million-120 million per year after
the peak in 2019 of EUR140 million-EUR145 million.

"The stable outlook on Ontex reflects our expectation that the
group's debt to EBITDA will increase to 5.0x-5.5x in 2019, but
improve to below 5.0x thereafter thanks to cost savings from T2G's
implementation. We expect the program's implementation will
translate into structural positive FOCF starting from 2020. In our
base case, we assume lower raw material price volatility in the
next 12 months than in 2018.

"Our stable outlook also reflects our assumption that the company
will take the necessary measures to manage tight covenant headroom
in 2019.

"We could lower the rating if Ontex's performance deteriorates and
margins become more volatile, leading us to believe that adjusted
debt to EBITDA will remain permanently above 5.0x. This could
happen if T2G does not deliver the expected results, or in case of
increasing pricing pressure from global brands limiting Ontex's
ability to pass through high input costs. Furthermore, we could
lower the rating if Ontex failed to successfully manage the tight
covenant headroom in the next 12 months, or if the group incurred
in large debt-funded acquisitions.

"We could raise the rating if Ontex achieves and maintains adjusted
debt to EBITDA comfortably at 3.0x-4.0x, and commits to maintaining
this leverage level over the next two years. To consider a positive
rating action, we would need to observe revenue growth and a
reported EBITDA margin sustainably above 10.5%, supported by T2G's
successful implementation resulting in manufacturing costs
efficiencies and an improved price mix from product innovations.
Under this scenario, we project Ontex posting recurring healthy
FOCF generation."




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F R A N C E
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SMCP GROUP: S&P Alters Outlook to Negative & Affirms 'B+' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on SMCP Group to negative
from stable, and affirmed its 'B+' ratings on the group and its
senior secured notes.

The outlook revision follows the similar action on Ruyi, the
controlling parent of SMCP, which reflects S&P's view that Ruyi's
debt leverage could remain elevated and its liquidity buffer could
narrow if the company fails to restore growth of its operating
profits or continues to make aggressive capital investments over
the next 12 months.

On May 10, 2019, SMCP announced the early redemption of its
remaining EUR180 million senior secured notes due 2023 and the
refinancing of its revolving credit facility with a new unsecured
credit facility. The transaction will reduce the group's average
cost of debt by about 200 basis points. When the notes are redeemed
on May 21, 2019, S&P will withdraw its rating on these instruments.
S&P will also withdraw its rating on SMCP due to lack of investor
interest in the credit rating.

S&P said, "In our view, the rating on SMCP cannot exceed the rating
on Ruyi by more than one notch, because Ruyi defines SMCP's
financial policy and controls its strategy. We view Ruyi as a
significant shareholder in SMCP's capital, although it indirectly
owns just 51.8% of European TopSoho Sarl, the parent company of
SMCP, which itself owns 53.9% of SMCP S.A. as of Dec. 31, 2018.

"We also take into account the uncertainty regarding future
dividend distributions. While dividend payments are restricted by
the documentation of the notes, we believe that such restrictions
would likely be alleviated once the new capital structure is in
place.

"We note that in September 2018, Ruyi raised EUR250 million of
convertible bonds due in 2021 at the level of European TopSoho, the
immediate parent of SMCP. The proceeds were used to finance other
Ruyi group businesses. We understand that this debt will be
serviced from sources of cash other than SMCP. The bonds benefit
from a pledge over 31% of the shares of SMCP S.A. In our view, this
parent-company debt reinforces the influence of the group and could
further constrain SMCP's cash flows beyond our current
assumptions.

"That said, Ruyi's looser control over SMCP because of the
conversion of the bonds into equity could have a positive effect on
our ratings on SMCP. This is not our base case, though, because we
understand that Ruyi would favor a cash repayment.

"We consider that the insulation between SMCP's financing and
operating activities and Ruyi is sufficient for a one-notch uplift
to the rating on SMCP above our 'B' rating on Ruyi." This is thanks
to a combination of SMCP's stronger credit metrics and liquidity
position on a stand-alone basis, as well as the impact of the
following factors:

-- Ruyi is interested in preserving SMCP's credit quality, because
SMCP plays an important role in Ruyi's international growth
strategy and contributes a large share of its consolidated EBITDA.

-- SMCP is a listed company, and S&P understands that there are
some protections for SMCP's minority shareholders under the French
regulatory and corporate governance framework, which could prevent
the leakage of SMCP's cash flows and assets to its parent company.
Any material decisions concerning financial policy and corporate
governance are subject to the oversight of the board of directors,
which represents the significant interests of minority shareholders
and employs four independent directors out of 12 directors in
total.

-- S&P believes that even in a hypothetical scenario in which Ruyi
defaults, there would be no cross default with SMCP. This is
because SMCP does not depend on Ruyi to pay its liabilities, and
there are no cross-default provisions in SMCP's debt
documentation.

SMCP's stand-alone credit quality remains supported by its strong
earnings performance in 2018. It reported like-for-like sales
growth of 3.7%, albeit lower than the 5.8% reported in the first
half of 2018 because of difficult trading conditions and social
unrest in France in the fourth quarter of the year. Supported by
store openings in overseas markets and stable margins, SMCP
reported an EBITDA (before bonus share allocation plan) of EUR171.5
million in 2018, up from EUR153.7 million in 2017. Although its
cash flow generation was constrained by EUR47.5 million of working
capital outflows, explained by its strong international expansion,
SMCP generated positive free operating cash flow (FOCF) of EUR23.3
million in 2018. Its credit metrics improved year on year, with an
S&P Global Ratings-adjusted debt to EBITDA of 2.9x, fund from
operations (FFO) to debt of 25.9%, and unadjusted EBITDAR to
interest plus rent of 2.0x, as compared with 3.1x, 21.2%, and 1.5x,
respectively, in 2017.

S&P expects that SMCP will continue to expand rapidly over
2019-2020, albeit at a slower pace than in past years. Although S&P
has yet to see a normalization of its working capital, it forecasts
that, in the short term, SMCP will post positive and moderately
increasing FOCF as a result of earnings growth and contained
capital expenditure (capex). This should allow the group to reduce
its S&P Global Ratings-adjusted leverage to about 2.7x in 2019 and
2020.

However, the absence of a clear financial policy, in conjunction
with new debt raised at an immediate parent level, could intensify
pressure on cash flows beyond our current base-case forecasts.

S&P said, "Our negative outlook on SMCP mirrors that on its parent,
Ruyi. It hinges on our anticipation that Ruyi will remain a
significant shareholder in SMCP's capital structure in the next 12
months, and will continue to define SMCP's financial policy and
control its strategy, while SMCP's financial performance and
funding prospects will remain independent from those of its
parent.

"On a stand-alone basis, we anticipate that, over the next 12
months, SMCP will continue to successfully execute its store
expansion strategy, which will be supported by positive
like-for-like sales growth. This should translate into continued
earnings growth and substantial positive FOCF generation, enabling
unadjusted EBITDAR to rents and cash interests of close to 2.0x and
FFO to debt of about 25%."

Considering SMCP's stand-alone credit quality is stronger than that
of its parent, any negative rating action on SMCP is likely to
follow a similar rating action on Ruyi.

S&P could also lower the rating on SMCP if the group's financial
policy changed drastically, such that its discretionary cash flow
turned negative for a prolonged period due to shareholder
remunerations exceeding its FOCF generation, and its liquidity
weakened meaningfully.

S&P may revise the outlook to stable following a similar action on
the parent. Rating upside could also come from Ruyi's looser
control over SMCP.


SONIA RYKIEL: May 31 Deadline Set for Binding Offers
----------------------------------------------------
The administrative receivers of Sonia Rykiel Creation et Diffusion
de Modeles, Maitre Helene Bourbouloux and Maitre Joanna Rousselet,
are issuing a call for tender with respect to the judgment of the
Commercial court of Paris of April 30, 2019, in order to identify
potential acquirers of the company's activity, assets and employees
through an asset deal (plan de cession).

The binding offers have to be sent by mail to the Administrative
receivers by May 31, 2019.

To access the data-room, candidates have to send an email to Maitre
Bourbouloux and Maitre Rousselet at helene.bourbouloux@fhbx.eu and
joanna.rousselet@fair.eu

A process letter describing the French legislation with regards to
such deals is also available upon request.

Headquartered in Paris, Sonia Rykiel Creation et Diffusion de
Modeles is a French ready-to-wear luxury house dedicated to women's
clothing and accessories, commercialized worldwide through a vast
distribution network and several directly operated stories.  The
group employs 178 people and generated in 2018 an annual turnover
of EUR32 million.




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G E R M A N Y
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RODENSTOCK GMBH: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Rodenstock GmbH and Rodenstock's parent company, European
Optical Manufacturing S.a.r.l. At the same time, S&P is assigning
its 'B' issue rating to the proposed senior secured facility
consisting of a EUR420 million term loan B.

The rating on European Optical Manufacturing incorporates our view
of the good market recognition of the company's high quality lens
products, with a focus on high-value progressive lenses. It has a
relatively stable albeit limited market share in Europe (with an
estimated average market share of about 5% in the regions where it
operates) and is one of the top players in its domestic German
market (which represented slightly less than 40% of Rodenstock's
total sales in 2018) with an estimated market share above 20%.

The industry is quite concentrated with about 75% of the global
market dominated by three large players (EssilorLuxottica, Hoya,
and Zeiss). In S&P's view, the lenses business enjoys positive
underlying industry trends, including an aging population
(entailing a greater need for vision correction), increasing
disposable income (alongside a trend of "premiumization"), and
volume growth opportunities coming from emerging markets (where
eyewear penetration is still relatively low).

Rodenstock is focused on the European market within the progressive
lenses segment, the margins of which are higher than single-vision
lenses. S&P said, "We expect the company to report an S&P Global
Ratings-adjusted EBITDA margin of about 21.5%-22.5% during
2019-2020, with the margin in the lens core division being higher
at around 24%. In our view, Rodenstock has an average profitability
when compared with other global peers in the industry, although it
has shown some volatility in the past due to restructuring
initiatives."

Over the past few years, the company has completed the relocation
of its production activities to lower-cost countries such as
Thailand and the Czech Republic, which now host more than 85% of
its manufacturing operations following the closure of the Frankfurt
facility. The successful completion of this process means that
Rodenstock faces lower execution risks.

S&P said, "We also note that Rodenstock maintains long-standing
relationships with its key customers (primarily independent
opticians) and the customer concentration is limited. The company
has a material contract with a key customer (about 10%-15% of total
annual sales). Rodenstock completed the volume ramp-up associated
with the contract in the first quarter of 2018, after an initial
delay, and current volumes are above the minimum contractual annual
requirement. We expect Rodenstock to renew the agreement (maturing
in about two years), and we will monitor the renewal process. The
lack of renewal could have a negative impact on the company's
performance.

"In our view, company's business risk profile is constrained by its
relatively small scale of operations (with total sales of about
EUR425 million in 2018) and by its limited geographic
diversification, with the European market (including Russia)
accounting for about 85% of company's revenue.

"We also consider that exposure to optician channels in some
regions can represent an area of volatility. The sector is
characterized by rapid changes in the competitive landscape, such
as the increasing penetration of chains at the expense of
independent opticians."

Finally, the company's eyewear division (accounting for about 12%
of sales) is performing below the company's original business plan.
In 2016-2017, Rodenstock underwent a major restructuring process,
reducing brands and headcount, and changing distribution model.
Within the eyewear business the company operates with its own
Rodenstock brand and with a long-term license agreement with
Porsche Design brand. S&P recognizes that key turnaround activities
have been completed but it will take more time to see profitable
sustainable growth, and it expects negative revenue growth to
continue in 2019.

A key priority of Rodenstock's strategy is the acceleration of
sales within the independent channel thanks to salesforce
effectiveness, new product development, and increasing penetration
of DNEye proprietary scanner products. Rodenstock intends to
continue to focus on progressive lenses considering their higher
profitability and the company's expectations that this segment will
outperform the overall market, with an expected compound annual
growth rate of about 3%-4% in Europe over 2018-2023.

For the fiscal year ending Dec. 31, 2018, the company reported
total sales of EUR425 million, 2.3% higher than in 2017. The lenses
division was the main driver with growth of about 4.7%, while
eyewear suffered an annual contraction of about 8.5%. The company
has been able to slightly improve its reported EBITDA margin thanks
to lower restructuring costs and a better revenue mix. For the full
year 2018, the company reported free operating cash flow (FOCF) of
about EUR10 million-EUR11 million.

S&P said, "Our assessment of the company's financial risk profile
reflects its financial-sponsor ownership structure and our estimate
that S&P Global Ratings-adjusted debt to EBITDA will remain in the
8.0x-7.5x range over the next 18-24 months (after refinancing and
including a shareholder loan instrument of about EUR74 million).
Under our base case, we expect a gradual deleveraging, mainly owing
to the strengthening in EBITDA supported by topline growth, even if
we do not expect any material deleveraging over the short term.

"Due to our expectation of moderate earning improvements and lower
restructuring costs, we assume the company will be able to generate
annual FOCF (after capex, working capital requirements, and
interest) of about EUR10 million–EUR15 million during 2020-2021.
We expect negative FOCF in 2019 due to higher taxes, restructuring
costs for about EUR7 million, and higher working capital
requirements. We estimate Rodenstock's FFO cash interest coverage
ratio will remain sustainably above 3x over the short-to-medium
term.

"The stable outlook on Rodenstock reflects our view that the
company's operational performance should be resilient, with the
adjusted EBITDA margin remaining stable at about 21.5%-22.5% during
the next 18-24 months. We expect the company's EBITDA margin to be
supported by recent cost-saving initiatives (especially in the
reduction of selling, general, and administrative expenses). Under
our base-case scenario, we assume that the company will post
adjusted FFO cash interest coverage of above 3.0x over 2019-2020,
and will progress with gradual deleveraging.

"We could lower the rating if Rodenstock does not deliver on its
business plan, resulting, for example, in lower FOCF generation
than anticipated or EBITDA interest coverage dropping below 2.0x.
We could also downgrade the company if Rodenstock increases its
adjusted leverage ratio due to a debt-funded acquisition or
business underperformance. Finally, we could consider lowering the
rating if there is pressure on the company's liquidity profile or
the proposed refinancing transaction does not close as planned.

"A positive rating action appears unlikely at this stage due to
Rodenstock's significant leverage ratio. However, we could take
this action if the company materially reduced leverage such that
its adjusted debt-to-EBITDA ratio dropped below 5.0x and it
committed to maintaining this level in the future. An upgrade would
also be contingent on the company generating a solid track record
of profitable growth and consolidating its position in the
industry, such that annual FOCF is significantly higher than we
currently anticipate."


RODENSTOCK HOLDING: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has assigned a first-time B3 corporate
family rating and a B3-PD probability of default rating to
Rodenstock Holding GmbH, a Germany-based producer and distributor
of ophthalmic lenses. Concurrently, Moody's has assigned a B3
rating to the proposed EUR445 million senior secured facilities,
including a EUR425 million term-loan (TLB) maturing in 2026 and a
EUR20 million revolving credit facility (RCF) maturing in 2025,
co-borrowed by Rodenstock GmbH and Rodenstock Holding GmbH. The
outlook is stable.

"Rodenstock's B3 rating reflects the improving operating
performance of the company, as a result of the restructuring
measures completed in 2017 and the continued increase in lens
sales, supported by its solid market position in the progressive
lens market," says Lorenzo Re, a Moody's Vice President-Senior
Analyst and lead analyst for Rodenstock. "At the same time, the
rating factors the high, although expected to reduce, leverage,
with Moody's gross debt/EBITDA at 7.5x pro-forma for the
refinancing," Mr. Re added.

RATINGS RATIONALE

The B3 rating factors in (1) the group's established market
position as the world's fourth-largest ophtalmic lenses producer,
with stronger positions in the high-value added progressive lenses
segment, among independent opticians and in its domestic European
markets, particularly in Germany, notwithstanding its small size
compared with direct sector peers, as well as the concentration of
sales generated by its lenses division; (2) Rodenstock's
comprehensive offering in both branded and private label corrective
lenses, complemented by a focused eyewear products offering and
service proposition to opticians; and (3) the risk that further
consolidation of distribution channels and the emergence of
discounters might lead to margin pressure over time.

The rating also reflects Rodenstock's high leverage following the
proposed refinancing and Moody's expectation of a gradual
deleveraging over the next 18 months. Rodenstock will put in place
a new EUR425 million term loan and use the proceeds to repay the
outstanding EUR395 million loan, upstream EUR25 million to
shareholders and increase available cash. Therefore, Moody's
expects that Rodenstock's financial leverage (measured as
Moody's-adjusted gross debt/EBITDA) will be at 7.5x in 2019
pro-forma for the refinancing, from 7.3x in 2018.

While being smaller than its direct peers, Rodenstock has a sound
positioning in the lens market with a 4% share and is recognized
for its high quality and technologically advanced and innovative
products. The company focuses on the high value added segment of
progressive lenses and complements its offering with eyewear
products (both ophthalmic frames and sunglasses) and equipment and
services for opticians. Rodenstock profitability has improved in
the last two years owing to a number of efficiency measures
implemented since the acquisition by Compass, including the
restructuring of the eyewear business, which has returned
profitable since 2017.

Moody's expects that the company's operational performance will
continue to improve in 2019 and 2020 on the back of solid growth in
lens sales to both independent opticians and large key accounts. In
addition, the rating agency expects that Rodenstock's EBITDA (as
adjusted by Moody's) will further grow towards EUR100 million in
the next 18 months (from EUR91 million in 2018).

Cash generation, which was hampered by restructuring cash costs in
the past two years, should also gradually improve, with
Moody's-adjusted Free Cash Flow/debt moving towards 4% in 2020. As
a result, the agency expects that Rodenstock's leverage will
decline towards 7.0x in 2020, which is commensurate with a B3
rating. Pension liabilities, although gradually reducing, are a
large component of the company's adjusted gross debt, accounting
for approximately 35% of total.

Moody's expects Rodenstock's liquidity to remain adequate following
the refinancing, supported by EUR30 million available cash
pro-forma for the transaction and by the new upsized EUR20 million
RCF, maturing in 2025 and expected to remain undrawn. Moody's
expects free cash flow to be positive in 2019 and 2020 and that
available liquidity sources will be sufficient to cover the
company's needs over the next 18 months, including capex for about
EUR30 million and obligations under the pension liabilities for
almost EUR13 million per annum. The company will have an extended
debt maturity profile, with the TLB maturing in 2026.

The new term-loan will be covenant-light, while the RCF contains a
springing net leverage covenant to be tested only if the RCF is at
least 30% drawn and with an estimated 35% headroom at closing.

STRUCTURAL CONSIDERATIONS

The B3 rating assigned to the EUR445 million worth of senior
secured facilities borrowed by Rodenstock GmbH is at the same level
as the group's CFR and reflects the fact that the TLB and RCF
represent the majority of the group's liabilities and rank pari
passu among themselves. The facilities are secured only by pledges
on shares, bank accounts and intercompany receivables of material
subsidiaries as well as guarantees by group companies representing
a minimum of 80% of the group's EBITDA.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Rodenstock's
leverage (measured as Moody-adjusted gross debt /EBITDA) will trend
towards 7.0x in the next 18 month and Moody's-adjusted Free Cash
Flow/debt will increase towards 4%, owing to continued operating
performance improvement. The stable outlook also assumes that
Rodenstock will maintain an adequate liquidity at all times.

WHAT COULD CHANGE THE RATING UP/DOWN

Over time a positive rating could be considered if Rodenstock is
able to further reduce its leverage, with a Moody's-adjusted gross
debt /EBITDA moving towards 6.0x, and to improve its cash flow
generation such that it maintains a positive free cash flow.

Downward pressure on the rating could develop if the company's
performance was to weaken compared to current expectations leading
to (1) Moody's-adjusted gross debt EBITDA deteriorating to above
7.5x; (2) negative free cash flow over a prolonged period, or (3) a
deterioration of its liquidity profile.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Rodenstock Holding GmbH

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Issuer: Rodenstock GmbH

Senior Secured Bank Credit Facility, Assigned B3

Outlook Actions:

Issuer: Rodenstock Holding GmbH

Outlook, Assigned Stable

Issuer: Rodenstock GmbH

Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

COMPANY PROFILE

Rodenstock Holding GmbH controls Rodenstock GmbH, an ophthalmic
lens producer focusing on the progressive lenses segment with
leading positions in its domestic German market and in other
Western Europe markets and a growing international presence in
emerging markets, mainly in Latin America.

In 2018, Rodenstock generated sales of EUR425 million and EBITDA
(as adjusted by Moody's) of EUR91 million. In 2016, Compass
Partners acquired the company from Bridgepoint and implemented a
strategic repositioning and operational restructuring of the
company.




=============
I R E L A N D
=============

RRE 2 LOAN: S&P Assigns Prelim BB- Rating on $23MM Class E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to RRE 2
Loan Management DAC's class A-1, A-2, B, C, D, and E notes.

The transaction is a European cash flow corporate cash flow
collateralized loan obligation (CLO) managed by Red ridge Asset
Management (UK) LLP.  The preliminary ratings assigned to RRE 2
Loan Management's floating-rate notes reflect S&P's assessment of:

-- The diversified collateral pool, which comprises primarily
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds that are governed by collateral quality tests.


-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

-- The counterparty risks, which S&P expects to be mitigated and
in line with its counterparty criteria.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments. The
portfolio's reinvestment period will end approximately four and
half years after closing.

S&P said, "We understand that at closing, the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.45%), the
reference weighted-average coupon (5.00%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Under our structured finance ratings above the sovereign criteria,
we consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary rating levels."

Until the end of the reinvestment period on Jan. 15, 2024, the
collateral manager is allowed to substitute assets in the portfolio
for so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager can, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

S&P said, "At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes."

  PRELIMINARY RATINGS ASSIGNED

  RRE 2 Loan Management DAC

  Class        Rating        Amount (mil. EUR)
  A-1          AAA (sf)               228.00
  A-2          AAA (sf)                 8.00
  B            AA (sf)                 46.00
  C            A (sf)                  26.00
  D            BBB- (sf)               28.75
  E            BB- (sf)                23.25
  Sub. notes   NR                      42.30

  NR--Not rated.




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

DECO 2019: Fitch Amends May 3 Release
-------------------------------------
Fitch Ratings updated a ratings release on DECO 2019 - Vivaldi
S.r.l.  published on May 3, 2019, following the removal of the
Valdichiana loan from the pool. The previous ratings have been
withdrawn due to incorrect note balances resulting from the
previous inclusion of the Valdichiana loan, which no longer forms
part of the transaction.

The amended release is as follows:

Fitch Ratings has assigned DECO 2019 - VIVALDI S.r.L.'s
floating-rate notes expected ratings as follows:

EUR122.0 million class A: 'A+(EXP)sf'; Outlook Stable

EUR39.6 million class B: 'A-(EXP)sf'; Outlook Stable

EUR41.4 million class C: 'BBB-(EXP)sf'; Outlook Stable

EUR30.5 million class D: 'BB-(EXP)sf'; Outlook Stable

EUR5.82 million class E: 'B+(EXP)sf'; Outlook Stable

The transaction is a 95% securitisation of two commercial mortgage
loans totalling EUR239.32 million to two Italian borrowers both
sponsored by Blackstone funds. The loans are both variable-rate
(with variable margins) and each secured on an Italian retail
outlet. A merger of the propco and holdco is expected for the
Franciacorta borrower.

The final ratings are contingent upon the receipt of final
documents conforming to the information already received.

KEY RATING DRIVERS

Weakening Macro-economic Environment

Italian GDP growth has stalled as domestic policy uncertainty and
weaker external demand have dragged down investment, while private
consumption growth has also lost momentum. The risk of this
filtering into asset performance is reflected in Fitch's base
market value declines (MVDs) both being greater than 20%, with no
ratings above the 'Asf' category.

Sound Collateral Stabilises Income

The portfolio is generally of good quality, attracting solid
occupational demand. The catchment areas support stable sales from
customers who view these outlets as attractive leisure
destinations. This mitigates the characteristically short weighted
average lease to break of 2.4 years and the predominantly unrated
tenant base.

High Leverage Weighs on Ratings

With a loan/value of 70% for each loan facility and no scheduled
amortisation, the key risk is the transaction's high senior
leverage, reflected in more than EUR35 million of
sub-investment-grade debt. Franciacorta's debt yield of 7.5% is
particularly low, although this outlet is in the largest catchment
area and has seen strong rental growth over recent years, due in
part to investment in expanding the centre.

Pro-Rata Principal Pay

All principal is repaid pro-rata prior to loan default, exposing
noteholders to rising concentration risk. While there is limited
scope for adverse selection (and none from disposals), Palmanova
loan prepayment scenarios constrain the class A to D note ratings.

Pre-merger Risk

Some EUR48 million of Franciacorta's debt is to the parent holdco.
The mortgaged propco cannot pay dividends before the holdco and
propco are merged. This means excess rent will be trapped, building
credit enhancement as long as the parent pays interest by drawing
on a letter of credit. Once the mortgage is discharged and all
propco debt is settled, the parent can receive liquidation proceeds
net of any unsecured creditors of the propco. No unsecured
creditors affect Fitch's rating analysis.


PATRIMONIO UNO: S&P Cuts Ratings on 4 Tranches to BB+
-----------------------------------------------------
S&P Global Ratings lowered to 'BB+ (sf)' from 'BBB- (sf)' its
credit ratings on Patrimonio Uno CMBS S.r.l.'s class B, C, D, and E
notes. At the same time, S&P has affirmed its 'BB (sf)' rating on
the class F notes.

The rating actions follow the application of S&P's "Credit
Stability Criteria," published on May 3, 2010.

S&P said, "Our ratings address the full repayment of the notes and
timely payment of interest on or before their legal final maturity
date on Dec. 31, 2021. Over the past three years, the borrower has
only sold four properties. We believe that there is a risk that the
issuer will be unable to repay the principal amount outstanding
under these classes of notes by the legal final maturity date given
that the loan has been extended, which resulted in a shorter tail
period. Considering that there are only approximately 2.5 years to
legal final maturity, the borrower may not be able to refinance the
loan or sell enough of the properties to fully repay the notes on
time. Under this scenario, we would downgrade the notes to 'D' on
their legal final maturity.

"Despite a decrease in the loan-to-value ratio to 26.5% from 46.9%
as of our previous review, we have lowered to 'BB+ (sf)' from 'BBB-
(sf)' our ratings on the class B, C, D, and E notes, and affirmed
our 'BB (sf)' rating on the class F notes in line with our credit
stability criteria.

"The transaction's counterparty, operational and legal risks did
not constrain our ratings."

LOAN AND COLLATERAL SUMMARY
                                              As of Dec. 2017
                                   Current             review
Number of properties                   31                 34
Securitized loan balance (mil. EUR)    72.2              150.0
Interest coverage ratio (x)             8.6                7.9
LTV ratio (%)                          26.5               46.9
Net rental income (mil. EUR)           14.1               13.3
Market value (mil. EUR)*              272.9              320.0
Net yield (%)                           5.1                4.2
*As of May 2017.

S&P GLOBAL RATINGS' KEY ASSUMPTIONS
                                              As of Dec. 2017
                                   Current             review
S&P NCF (mil. EUR)                    11.0               14.0
S&P Value (mil. EUR)                 122.8              168.1
Net yield                             11.5                7.9
Haircut-to-market value (%)           55                 47
S&P loan-to-value ratio (%)*          58.8               89.2
*Before recovery rate adjustments.

Patrimonio Uno CMBS is a true sale European commercial
mortgage-backed securities (CMBS) transaction that closed in 2006,
with notes totaling EUR397.8 million. The sole loan, which matures
on Dec. 31, 2019, was originally secured by 75 commercial
properties in Italy. Of those, 31 properties remain, with a current
securitized loan balance of EUR72.2 million.

  RATINGS LOWERED

  Patrimonio Uno CMBS S.r.l

                        Rating
  Class            To          From
  B                BB+ (sf)    BBB- (sf)
  C                BB+ (sf)    BBB- (sf)
  D                BB+ (sf)    BBB- (sf)
  E                BB+ (sf)    BBB- (sf)

  RATING AFFIRMED

  Patrimonio Uno CMBS S.r.l

  Class            Rating
  F                BB (sf)




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

GLOBAL UNIVERSITY: S&P Affirms 'B' ICR on Debt-Funded Acquisition
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on Global University
Systems (GUS) as well as on its proposed upsized term loan B and
revolving credit facility issued by Markermeer Finance B.V.

The affirmation follows GUS' annoucement that it plans to add
EUR230 million (about GBP197 million) to its existing term loan B
(equivalent to GBP570 million) and upsize its revolving credit
facility (RCF) to GBP120 million from GBP90 million. The proceeds
will be used to fund a GBP114 million acquisition of a number of
higher education services businesses in India and affiliation with
two higher education institutions (Sapphire transaction) and build
up liquidity for future acquisitions. This comes on top of the
GBP90 million in debt GUS raised in 2018 to acquire R3 Education in
the Caribbean (Trinity transaction). S&P considers that group's
Trinity and Sapphire transactions will strengthen its operations by
enhancing its scale and geographic diversification, and as such
have revised upward its assessment of GUS' business risk. That
said, the rating continues to be constrained by GUS' aggressive
debt-funded acquisition strategy.

These transactions will reduce the company's dependence on the U.K.
market, since the proportion of students enrolled in GUS' U.K.
institutions will decrease to 38% from 53% post transaction.
Additionally, the company's scale will increase, and S&P estimates
pro forma revenue will rise to about GBP430 million from GBP310
million in 2018, and EBITDA will reach GBP144 million up from
GBP106 million on a company-adjusted basis in 2018 (including
one-off exceptional costs).

S&P said, "We expect GUS will maintain its aggressive acquisitive
stance in the coming years, and continue to participate in the
consolidation of a fragmented higher education market. We have seen
GUS' S&P Global Ratings-adjusted debt to EBITDA increase to 4.4x in
2018 from 3.2x in 2017 as a result of debt-funded acquisitions, and
we expect that following the transaction leverage will reach 5.8x
(all ratios are calculated including netting of unrestricted cash).
We expect free cash flow generation will remain under pressure, due
to elevated capital expenditure and integration costs stemming from
the previous acquisitions."

Post transaction, GUS will regroup 26 institutions and learning
platforms, providing education for over 78,000 students across 11
countries, and making it the largest European company in the
education sector. With operations in the U.S. for Trinity and India
for Sapphire, GUS reduces its exposure to the U.K. market, and
therefore the group's exposure to U.K. government funding and
regulation at a time when uncertain political and economic
conditions could lead to adverse measures. SP said, "While we don't
completely rule out execution risks, GUS has a long track record of
successful integrations, benefiting from its leading
student-acquisition infrastructure to recruit students, and
leveraging its existing ecosystem to improve profitability. We
believe that the group's strong brands and established
relationships with accrediting bodies and other regulators, as well
as its taught degree-awarding powers and university title following
the University of Law and Arden University acquisitions, will
enable the group to maintain a leading market position in the
developing private higher education market. We also view favorably
the group's diversification in terms of disciplines and student
domiciles, reducing its exposure to the economic cycle and
regulatory changes. Lastly, we think that the group's brands,
flexible timetables, and digital capabilities will enable it to
retain and attract students, providing some degree of revenue
visibility."

SP said, "Our rating also reflects our view that the group's
financial policy remains aggressive, with two significant
debt-funded acquisitions in 2018 and 2019. While operating
performance is in line with our forecasts, 2018 reported EBITDA was
GBP92 million, lower than the GBP104 million we anticipated, due to
delays in finalizing of the Trinity acquisition, which we now
expect will be completed in May 2019, as well as acquisition and
financing costs. Free cash flow generation was also weaker than
expected, with negative reported FOCF of GBP14 million, although we
understand that it was impacted by a one-off GBP24 million
investment in software and thus should return to positive territory
from 2019. We expect GUS will continue acquiring new businesses,
which in the medium to long term will constrain the company's
ability to significantly deleverage and constrain free cash flow
generation as acquisition and integration costs weigh on EBITDA and
growth capital expenditures (capex) drain FOCF.

"The stable outlook reflects our view that successful completion
and integration of recent acquisitions will help GUS to achieve
sound EBITDA growth, generate positive FOCF, as well as support
rapid deleveraging below 6x over the next 12 months. We forecast
that the group's reported EBITDA will be about GBP115
million-GBP125 million in the fiscal year ending Nov. 30, 2019
(fiscal 2019) before reaching GBP155 million-GBP160 million in
fiscal 2020, including contributions from the recent acquisitions.
The stable outlook also captures our assumptions that in fiscal
2019 (post transaction) S&P Global Ratings-adjusted debt to EBITDA
will be 5.5x-6.0x, with positive reported FOCF of about GBP10
million-GBP20 million after negative in 2018.

"Considering the private higher education market remains
fragmented, we believe GUS will continue to participate in sector
consolidation. That said, we believe potential rating downside
would most likely stem from further material debt-financed
acquisitions that weakened GUS' credit metrics, with S&P Global
Ratings-adjusted debt to EBITDA exceeding 7.0x. The ratings could
also come under pressure from weaker operating performance than we
currently expect, including the inability to manage the completion
and integration of the Trinity and Sapphire transactions, such that
EBITDA growth did not materialize and FOCF became neutral or
negative for a prolonged period.

"We consider an upgrade unlikely over the next 12 months due to
GUS' participation in the consolidation of the higher education
industry, with ongoing bolt-on acquisitions eroding any rating
headroom arising from positive operating performance. An upgrade
would hinge on the group establishing a track record of a more
conservative financial policy, leading to S&P Global
Ratings-adjusted debt to EBITDA remaining below 5.0x and adjusted
FOCF to debt above 5% on a sustainable basis. Additionally, any
rating upside will hinge on continuing significant organic growth
of the business."


LEASEPLAN CORP: Moody's Assigns Ba3(hyb) Rating on AT1 Notes
------------------------------------------------------------
Moody's Investors Service assigned rating of Ba3(hyb) to the
Additional Tier 1 (AT1) capital notes to be issued by LeasePlan
Corporation N.V. (LeasePlan, Baa1 deposit and senior unsecured,
stable; baa3 baseline credit assessment or BCA).

RATINGS RATIONALE

LeasePlan's AT1 securities are perpetual non-cumulative securities
ranking junior to all other liabilities of the bank. Coupons may be
cancelled on a non-cumulative basis both at the issuer's discretion
and mandatorily, subject to the availability of distributable items
and to the maximum distributable amount (MDA) being observed. The
principal of the security will be written down if the bank's Common
Equity Tier 1 (CET1) ratio or that measured at the level of LP
Group B.V., its direct 100% parent, falls below 5.125%. The
principal can however be restored (i.e. the write-down can be
temporary).

Given that the write-down point of a CET1 ratio of 5.125% is the
lowest permissible under regulation, Moody's rates LeasePlan's AT1
securities as "non-viability" or "low-trigger" AT1 capital notes.
Moody's advanced Loss Given Failure (LGF) analysis shows a high
loss-given-failure for these securities, corresponding to one notch
below the bank's adjusted BCA of baa3. The rating agency
incorporates two additional downward notches in order to reflect
coupon suspension risk ahead of failure, leading to an assigned
rating of Ba3(hyb), three notches below the adjusted BCA.

The probability of government support is low, and hence the rating
of the AT1 securities do not include any uplift from the
government.

WHAT COULD CHANGE THE RATING UP/DOWN

The rating of the AT1 securities would be upgraded if LeasePlan's
adjusted BCA were upgraded. An upgrade of LeasePlan's BCA is
unlikely at present however, considering that the owners are
private equity investors who may constrain capital accrual at the
bank.

The rating would be downgraded if the bank's adjusted BCA were
downgraded. LeasePlan's BCA and long-term ratings may be downgraded
if the shareholders implement a more aggressive financial policy at
the bank. In addition, the BCA could be downgraded as a result of
(1) the failure of risk-mitigation techniques, recurring earnings
or capital resources to adequately cover higher residual value
risk; (2) evidence of deterioration in the bank's liquidity and
funding profiles, resulting from increased reliance on wholesale
funding or worse-than-expected liquidity gaps; or (3) a structural
deterioration in profitability or the diversity of income streams.




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

CAIXABANK SA: Moody's Hikes Unsec. Regular Bond From Ba1
--------------------------------------------------------
Moody's Investors Service has upgraded the long-term deposit
ratings of CaixaBank, S.A. to A3 from Baa1 and its junior senior
unsecured debt rating to Baa3 from Ba1. At the same time, Moody's
has assigned a Baa1 long-term foreign currency issuer rating and
affirmed the bank's baseline credit assessment (BCA) and its
adjusted BCA at baa3, senior unsecured debt ratings at Baa1, local
currency issuer rating at Baa1, subordinated debt at Ba1 and
preferred stock Non-cumulative ratings at Ba3(hyb). The outlook on
the long-term deposit, issuer and senior unsecured debt ratings
remains stable. Short-term deposit and programme ratings were
affirmed at Prime-2.

The rating upgrade was prompted by Moody's expectation of
additional issuance of loss-absorbing capital in response to
regulatory requirements. This issuance will reduce loss severity
for senior unsecured and junior senior creditors, as well as junior
depositors, according to Moody's advanced Loss Given Failure (LGF)
analysis.

RATINGS RATIONALE

-- RATIONALE FOR THE AFFIRMATION OF THE STANDALONE CREDIT
ASSESSMENT

The affirmation of the bank's BCA and adjusted BCA at baa3 reflects
Moody's expectation that the bank's de-risking will continue as
well as the sustained recovery of the bank's core revenues and
capital. Moody's also expects that the bank will continue to
maintain a sound liquidity and funding profile.

CaixaBank's credit profile significantly improved last year
following the sale of EUR12.8 billion of problematic exposures to
the private equity firm Lone Star. As a result, the bank's
non-performing asset ratio (defined as nonperforming loans (NPLs)
and real estate assets as a percentage of gross loans plus real
estate assets) stood at 7% at end of 2018 down from 13% a year
prior and below the 9% estimated for the system. For 2019,
CaixaBank is targeting an NPL ratio below 4% (down from 4.6% at end
of March 2019) and below 3% by the end of 2021.

The baa3 also incorporates a sustained recovery of the bank's net
income to tangible assets that stood at 0.5% at end of 2018.
Moody's notes, however, that such improvement may be challenged on
the back of persistently low interest rates, subdued business
growth as well as non-recurring restructuring cost and other
expenses associated to the bank's transformation of its
distribution network. As offsetting factors, Moody's highlights
CaixaBank's strict focus on cost control and efficiency gains and a
benign credit environment, both in Spain and in Portugal, that
should continue to support relatively low provisioning needs.

-- RATIONALE FOR UPGRADING JUNIOR SENIOR DEBT AND LONG-TERM
DEPOSIT RATINGS WHILE AFFIRMING ALL OTHER RATINGS

The upgrade of CaixaBank's long-term deposit ratings and of its
junior senior debt ratings reflects Moody's expectation that the
bank will continue to issue subordinated instruments in order to
comply with Minimum Requirement for own funds and Eligible
Liabilities (MREL) in line with its 2019-2021 funding plan.
According to CaixaBank's relevant fact published on 24 April 2019,
MREL requirements for CaixaBank have been set by the Single
Resolution Board at 10.6% of its consolidated liabilities and own
funds (22.5% of consolidated risk-weighted assets) of its
resolution group as of 31 December 2017. CaixaBank needs to comply
with this requirement by 1 January 2021.

Moody's expects that CaixaBank will complete its medium-term
issuance plan -- which entails the refinancing of its covered bond
and senior debt redemptions amounting to approximately EUR7.5
billion, primarily with junior senior instruments -- based upon its
public commitment to the plan and the bank's continued good access
to the capital markets. In 2019, CaixaBank has already issued
junior senior instruments amounting to EUR1 billion out of the
EUR7.5 billion and EUR1 billion of senior unsecured instruments.

Given the expected changes in Caixabank's balance sheet, Moody's
revised advanced LGF analysis indicates an extremely low
loss-given-failure for long-term depositors and a very low
loss-given-failure for senior unsecured creditors, leading Moody's
to position the ratings three and two notches above the baa3 BCA,
respectively. Moody's unchanged assessment of a moderate
probability of government support for CaixaBank, results in no
additional uplift (from one notch previously) for the senior debt
ratings given that CaixaBank's ratings, prior to government
support, are now at the same level as the sovereign rating,
resulting in the affirmation of the senior debt ratings.

The same LGF analysis for CaixaBank indicates a moderate loss
severity for junior senior creditors in the event of the bank's
failure, leading the rating agency to upgrade the rating to Baa3,
in line with bank's adjusted BCA from Ba1 previously. CaixaBank's
junior senior debt ratings do not include additional uplift from
government support, reflecting Moody's view that there is a low
probability of government support for these instruments given their
explicitly loss-absorbing nature.

-- RATIONALE FOR THE STABLE OUTLOOK

The outlook on CaixaBank's long-term debt and deposit ratings is
stable, reflecting Moody´s expectation that the bank will be able
to maintain a gradual improvement of its credit profile by further
reducing its stock of problematic assets and progressively
improving its core profitability. The stable outlook also
incorporates Moody's expectation that CaixaBank will continue to
issue subordinated instruments to meet its MREL requirement .

WHAT COULD CHANGE THE RATING UP

CaixaBank's baa3 BCA could be upgraded as a result of (1) a further
significant improvement in its asset-risk indicators, namely a
material reduction in its stock of problematic assets; (2) stronger
TCE levels; and (3) a sustained recovery in its recurrent
profitability levels.

WHAT COULD CHANGE THE RATING DOWN

Downward pressure on the bank's BCA could develop as a result of
(1) a reversal in its current positive asset-risk trends, with a
material increase in its stock of NPLs or other problematic
exposures; (2) a weakening of the bank's internal
capital-generation and risk absorption capacities as a result of
subdued profitability levels; or (3) a deterioration in the bank's
liquidity position.

While Moody's continues to believe that the probability of Catalan
secession remains low, ongoing political tensions in Catalunya are
credit negative, leading to potential volatility in the funding and
business activities of CaixaBank.

As the bank's debt and deposit ratings are linked to its standalone
BCA, any changes to the BCA would also likely affect these
ratings.

CaixaBank's deposit and senior debt ratings could also face
downward pressure owing to movements in the loss given failure
faced by these securities, in particular, if the bank fails to
deliver on its funding plan. The impact on the bank's senior debt
ratings will, however, be offset by the incorporation of government
support.

LIST OF AFFECTED RATINGS

Issuer: CaixaBank, S.A.

  Upgrades:

  -- Long-term Bank Deposits, upgraded to A3 from Baa1, outlook
     remains Stable

  -- Junior Senior Unsecured Regular Bond/Debenture, upgraded to
     Baa3 from Ba1

  -- Junior Senior Unsecured Medium-Term Note Program, upgraded
     to (P)Baa3 from (P)Ba1

  Affirmations:

  -- Long-term Counterparty Risk Rating, affirmed A3

  -- Short-term Counterparty Risk Rating, affirmed P-2

  -- Short-term Bank Deposits, affirmed P-2

  -- Long-term Counterparty Risk Assessment, affirmed A3(cr)

  -- Short-term Counterparty Risk Assessment, affirmed P-2(cr)

  -- Long-term Issuer Rating (Local Currency), affirmed Baa1,
     outlook remains Stable

  -- Baseline Credit Assessment, affirmed baa3

  -- Adjusted Baseline Credit Assessment, affirmed baa3

  -- Senior Unsecured Regular Bond/Debenture, affirmed Baa1,
     outlook remains Stable

  -- Senior Unsecured Medium-Term Note Program, affirmed
     (P)Baa1

  -- Subordinate Regular Bond/Debenture, affirmed Ba1

  -- Subordinate Medium-Term Note Program, affirmed (P)Ba1

  -- Preferred Stock Non-cumulative, affirmed Ba3(hyb)

  -- Commercial Paper, affirmed P-2

  -- Other Short Term, affirmed (P)P-2

  Assignment:

  -- Long-term Issuer Rating (Foreign Currency), assigned
     Baa1, outlook Stable

  Outlook Actions:

  -- Outlook remains Stable


MASMOVIL IBERCOM: Moody's Assigns 1st Time B1 CFR, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 Corporate
Family Rating and a B1-PD Probability of Default Rating to Masmovil
Ibercom, S.A. Concurrently, Moody's has assigned a B1 rating to the
EUR1,450 million senior secured Term Loan B due in 2026, the EUR100
million senior secured revolving credit facility due in 2024 and
the EUR150 million senior secured Capex facility due in 2024 and
raised by MasMovil Holdphone S.A.U. (100% subsidiary of Masmovil).
The outlook is stable.

Proceeds from the EUR1,450 million Term Loan B have been used to
refinance existing debt, and simplify the group's financing
structure through the repurchase of a convertible bond held by
Providence.

"The B1 rating reflects Masmovil's success as the fourth largest
telecommunications company in Spain, consistently growing revenues
at double-digit rates and achieving a market share of close to 16%
in residential mobile and 8% in the residential fixed segment since
its creation in 2006," says Carlos Winzer, Moody's Senior Vice
President, and lead analyst for Masmovil.

The company's client appeal relies on a low multi-brand residential
price offer, which is supported by a hybrid infrastructure-based
model following a combination of strategic acquisitions. It has
also benefitted from the remedy package derived from the
Jazztel/Orange deal, the integration of wholesale agreements with
its own network and cost efficient national roaming agreements with
Telefonica, Orange and Vodafone.

"The rating also reflects Masmovil's high Moody's-adjusted leverage
of 4.1x in 2019, resulting from past efforts to fund its expansion
through acquisitions, as well as the company's negative free cash
flow generation owing to its large capex programme," adds Mr.
Winzer.

RATINGS RATIONALE

Masmovil's B1 rating reflects:

  (1) the quality of its management and the successful execution of
its challenger strategy in Spain since its foundation in 2006;

  (2) its objective to grow its fixed telecom business, in parallel
to maintaining strong growth in mobile, partially underpinned by
its FTTH co-investment and wholesale agreements along with plans to
roll-out fiber;

  (3) smart non-disruptive price strategy, taking advantage of and
increasingly polarised market (low-end price sensitive and premium
costumers) underpinned by an inflationary price environment;

  (4) consistent revenue growth trend with strong net adds and
increasing market share as the company operates a successful
multi-brand strategy;

  (5) cost cutting due to operating efficiencies, synergies and
smart agreements to display the use of networks which underpins
EBITDA margin approaching 30%; and

  (6) a prudent financial policy with a no dividend payout target
until reported Net Debt/EBITDA is below 3.0x.

The rating also reflects:

  (1) the group's position as the number four player in the Spanish
telecoms market and its moderate scale with revenues of EUR1.5
billion;

  (2) significant reliance on wholesale agreements resulting from
the hybrid (owned, co-shared and access to third party
infrastructure) network business model;

  (3) weak convergent fixed-mobile strategy with rich TV content,
which exposes Masmovil to the need to eventually evolve its
business model to convergent offers with richer content;

  (4) exposure to the other three bigger Spanish operators reacting
to defend market shares;

  (5) its current negative free cash flow generation; and

  (6) its acquisitive track record with a history of significant
debt-financed M&A.

Management has a strong track record in delivering on a strategy
that was conceived as an MVNO business model but which has evolved,
through selective acquisitions, to a full infrastructure-based
company with predominately mobile but also a growing fixed
businesses. Moody's also notes that management has consistently
either met or exceeded key performance indicators over the past few
years. For example, the 10% service revenue growth guidance has
been exceeded achieving 20% and 17.5% growth in the past two
years.

Key success factors include the multi-brand strategy, predominantly
targeting price sensitive market segments in an inflationary price
environment, in which Masmovil has avoided aggressive and
disruptive value-destroying price strategies minimising negative
impact to its competitors. In fact, Masmovil has been gradually
gaining market share and been very successful in gaining net adds
in a growing market.

From an infrastructure point of view, the company has implemented a
unique hybrid and flexible model, deploying an infrastructure based
on owned, co-shared, wholesale agreements with all three Spanish
operators for broadband access and making use of the remedies
gained after the Jazztel/Orange deal, including attractive national
roaming agreements.

This has enabled Masmovil to optimise the return on capital and
minimise capex deployment to below industry average capex to
revenue ratios, at the time it has maximised its network coverage.
Nevertheless, the capex/sales ratio has exceeded 30% in 2018.
Moody's expects this ratio to gradually reduce towards the industry
average of around 15% through 2021, as Masmovil achieves its
investment objectives of developing an integrated mobile and fixed
broadband telecom infrastructure.

Moody's has assumed a slowdown in revenue growth rates through
2024, despite the impressive Q1 2019 results showing continued
growth in service revenues above 27%. Moody's also noted the fact
that Telefonica S.A. (Baa3, stable) increased its tariffs in May
2019, evidencing the favorable price environment in Spain.

The ratings also reflect Masmovil's Moody's-adjusted leverage
expected to be at 4.1x in 2019 and then to reduce to around 3.8x by
2020. Masmovil has committed to de-lever to a reported net leverage
target of 3.0x. The rating agency expects this to be achieved
through operating cash flow underpinned by revenue growth and opex
reductions as the company continues to gain efficiencies.

Masmovil's liquidity profile is adequate, supported by an estimated
cash balance of EUR35 million as of March 2019, improving cash flow
generation, good covenant headroom, an extended maturity profile
with no material debt maturities until 2026, and the recently
signed EUR150 million capex facility and an additional EUR100
million revolving credit facility, both of which remain undrawn.

STRUCTURAL CONSIDERATIONS

The B1 ratings on the TLB, revolving credit facility and capex
facility are in line with Masmovil's B1 CFR, given that these
represent the vast majority of debt in the capital structure. All
the debt ranks pari passu and benefits from the same security
package, which mainly consists of share pledges.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on the ratings reflects Moody's expectation that
Masmovil will de-lever towards 3.8x by 2020, driven by growth in
EBITDA, and that EBITDA margins (Moody's adjusted) will improve
towards 30% over the next two years.

The company is strongly positioned in the B1 rating category, and
upward pressure on the rating could develop overtime with a
successful track record of operating under the company's financial
policies, including its leverage target of net reported debt/EBITDA
of 3.0x, and of generation of positive free cash flow.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure could be exerted over time if the company
develops a track record of operating under its set of financial
policy targets, and delivers on its business plan with an improved
operating performance and revenue trends, such that its
Moody's-adjusted gross debt/EBITDA falls sustainably below 3.75x
and free cash flows/debt significantly improves.

Downward rating pressure could emerge if:

  (1) Masmovil's operating performance deteriorates leading to
weaker credit metrics such as Moody's-adjusted gross debt/EBITDA
sustainably above 4.75x;

  (2) the company conducts large debt-funded M&A; or

  (3) liquidity deteriorates significantly.

LIST OF AFFECTED RATINGS

Assignments:

  Issuer: Masmovil Ibercom, S.A.

  -- Probability of Default Rating, Assigned B1-PD

  -- Corporate Family Rating, Assigned B1

  Issuer: MasMovil Holdphone S.A.U.

  -- BACKED Senior Secured Bank Credit Facility, Assigned B1

Outlook Actions:

  Issuer: MasMovil Holdphone S.A.U.

  -- Outlook, Assigned Stable

  Issuer: Masmovil Ibercom, S.A.

  --Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

COMPANY PROFILE

Masmovil Ibercom, S.A. (Masmovil), headquartered in Madrid (Spain),
is the fourth largest telecommunications operator in Spain offering
fixed-line, mobile and broadband services to residential and
business customers. The company has 8 million customers and
operates through its main brands: Yoigo, Masmovil, Pepephone,
Llamaya and Lebara. In 2018, Masmovil generated revenue and EBITDA
of EUR1.5 billion and EUR330 million, respectively.




=============
U K R A I N E
=============

KYIV: S&P Affirms B- LongTerm Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on the Ukrainian capital city of Kyiv. The outlook is stable.

Outlook

S&P said, "The stable outlook reflects our expectations that Kyiv's
sound operating surpluses and moderate cash buffers will enable it
to withstand uncertainties stemming from Ukraine's very volatile
institutional framework. These should also allow the city to
provide financial support to its GREs if needed. The outlook also
factors in our assumption that the city will keep its tax-supported
debt low."

Downside scenario

S&P might lower the rating if it were to lower its sovereign
ratings on Ukraine; if the city's financial performance were to
substantially weaken, leading to debt accumulation materially above
what it envisages in its base-case scenario; or if the city's
liquidity sources were to reduce.

Upside scenario

S&P could raise its rating on Kyiv if it observed an improvement in
its debt and liquidity management and a strengthening of the
financial planning. An upgrade would also be contingent on a
similar rating action on Ukraine.

Rationale

S&P said, "Our rating on Kyiv remains constrained by the very
volatile and centralized Ukrainian institutional framework for
local and regional governments (LRGs), and its low wealth levels.
At the same time, we believe that the city will continue reporting
a relatively high, but gradually declining, operating surplus, as
well as moderate deficits after capital accounts." This will allow
the city to keep tax-supported debt below 30% of consolidated
operating revenues through to year-end 2021. Kyiv's weak payment
culture, with a track record of defaults, continues to weigh on the
rating.

A volatile framework, low wealth levels, and weak financial
management are the main constraints on Kyiv's credit quality

S&P said, "We assess Kyiv's economy as weak compared with peers,
due to still relatively low wealth levels by international
standards. At the same time, Kyiv's economy is well diversified and
is Ukraine's most prosperous region. Kyiv contributes more than 20%
of the national GDP and enjoys the lowest unemployment rate in
Ukraine. Nevertheless, Kyiv remains highly dependent on state
transfers and the very centralized public finance system, prompting
us to use the national GDP per capita (about US$2,600) in our
base-case calculations. We expect the city's growth will mirror
Ukraine's, at 2.8% on average annually, over 2019-2021."

The city operates in a very volatile institutional framework.
Kyiv's budgetary flexibility and performance are significantly
affected by the central government's decisions regarding key taxes,
transfers, and expenditure responsibilities. The framework changes
frequently, which notably affects the stability of both the city's
revenue sources and its spending mandates. Visibility on future
systemic changes remains low, undermining reliable long-term
planning at the municipal level. Most taxes are regulated by the
central government, which means that modifiable revenues make up
less than 20% of Kyiv's operating revenues. Moreover, S&P believes
that the city's ability to adjust modifiable revenues is limited.
Furthermore, Kyiv's substantial investment requirements and high
share of social expenditures continue to restrict its spending
flexibility. S&P expects a slight increase in capital expenditure
(capex) in the next few years, mainly related to infrastructure and
transport.

The quality of financial management also constrains the city's
creditworthiness. S&P observes only emerging long-term planning, as
well as weak management of debt and liquidity and a track record of
a weak payment culture. Frequent deviations from legislated
budgets, as well as the limited oversight of the city's GREs, also
put pressure on our assessment.

Spending pressures will likely gradually weaken budgetary
performance, but the debt burden will remain low

S&P said, "Although we believe that Kyiv's operating budgetary
performance will generally remain sound over the coming three
years, we expect a gradual weakening of balances owing to
accumulated underfinancing of public services, ongoing minimum wage
increases, and somewhat slower revenue growth. We assume that the
operating budgetary surplus will drop to about 9% of operating
revenues on average in 2019-2021." This compares with an
exceptionally strong 15% posted in 2014-2017, when Kyiv's revenues
benefitted markedly from high inflation-driven tax revenue growth
and additional revenue sources allocated to LRGs in the context of
the local government reform--with expenditure growth simultaneously
lagging somewhat. Central government grants (mostly earmarked
public wage-related transfers), which contribute up to one-quarter
of operating revenues, will continue to support the city's
finances.

Weaker operating balances and existing capex pressures will dent
the city's balances after capital accounts. After a few years of
containing investment costs, the city has committed to a number of
large infrastructure projects (such as the construction of bridges
and metro lines). S&P believes Kyiv will continue to fulfill its
investment needs in our forecast period. S&P also expects that the
city will continue its infrastructure development by providing
guarantees to its transportation and utility GREs. The projects are
planned for over a 20-year horizon and include upgrades to
transportation facilities, repair of the city's heating supply, and
bridge renovations.

S&P said, "We expect the city will post moderate budget deficits
after capital accounts in 2019-2021. However, we note that service
underfunding and capex pressures are projected to remain high.

"We expect that Kyiv's tax-supported debt will remain low and
unlikely to exceed 30% of consolidated operating revenues through
2021. The city's direct debt consists of the Eurobond placed in
2018, reflecting the restructuring of the 2015 Eurobond, and
intergovernmental debt liabilities to the central government. The
intergovernmental liabilities mirror the terms of the foreign debt
(Eurobonds) that the central government assumed from the city in
2015. The formal issuer of these bonds is the Ukrainian Ministry of
Finance. Given that the city's direct debt is denominated in U.S.
dollars, we note that Kyiv's debt burden will be subject to
exchange rate volatility.

"According to an agreement between the city and the central
government, if the city invests in municipal transport
infrastructure, the government will write off an equal amount from
the city's intergovernmental obligations. As we understand, some of
Kyiv's obligations have already been reduced ahead of schedule
after it completed some construction projects. We expect the city
to continue benefitting from this agreement in 2019-2020. The
official settlement will take place in 2019-2020. We therefore
project the city will not need to resort to market borrowing to
refinance or repay these intergovernmental obligations. We also
believe that, should this agreement be derailed or cancelled, Kyiv
could postpone some of its capex to generate the required funds.

"In addition to direct debt, our assessment of Kyiv's total debt
burden (tax-supported debt) includes liabilities of municipal GREs,
which require budget assistance from the city budget. In particular
we factor in all debt of GREs explicitly guaranteed by Kyiv
(Kyivpastrans, Kyivmetro, GVP Energy Saving Company, Kyivavtodor,
and Kyivenergo) and Kyivpastrans (not guaranteed liability), as
well as the commercial debt of the water utility, given that
repayments of most of these liabilities are made directly from
Kyiv's budget. We also include in the tax-supported debt the
liabilities that arise from the lawsuit against Kyiv's subway
company Kyivmetro, because the city might be required to support
the entity."

The accumulated payables at the city's utility and transportation
companies--which still run significant arrears -- comprise the main
elements of Kyiv's contingent liabilities. These liabilities come
from the fact that tariffs for municipal services are set by the
central government below their cost recovery, with the state not
fully compensating for the gap. S&P said, "We expect that Kyiv
might provide financial assistance by increasing subsidies or
injecting capital. We also include in the city's contingent
liabilities the Ukrainian hryvnia (UAH) 3.7 billion in central
government loans received before 2014 to finance mandates set by
the central government. Although the city will have to meet these
obligations, we do not think the payments will materially affect
its liquidity position, and we anticipate potential support would
not exceed 15% of Kyiv's operating revenues."

Kyiv has partly depleted the material amount of cash accumulated
over the years of budget surpluses. Still, the amount remains sound
and provides the city with a liquidity buffer should budgetary
performance weaken or a portion of contingent liabilities migrate
to Kyiv's balance sheet. S&P said, "We apply a 50% haircut to the
city's cash reserves because the city keeps them in the central
treasury and we believe that access to these reserves could be
interrupted, given the central government's track record with
regard to default. Nevertheless, we assume that Kyiv's liquidity
position will remain solid and comfortably cover its annual debt
service over the next 12 months. Under our current projections, the
coverage ratio will sharply decrease when the city's debt
liabilities in 2020 and 2021 are due. We also view the city's
access to external liquidity as uncertain, reflecting the
weaknesses of the Ukrainian capital market and its banking
sector."

  Ratings List

  Ratings Affirmed

  Kyiv (City of)
  Issuer Credit Rating B-/Stable/--




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

ARCADIA GROUP: Philip Green Offers Landlords Stake in Business
--------------------------------------------------------------
Ashley Armstrong at The Daily Telegraph reports that Sir Philip
Green is poised to press the button on a radical restructuring of
his retail empire and hand landlords a substantial chunk of the
business.

According to The Daily Telegraph, the retail tycoon was expected to
launch a company voluntary arrangement (CVA) as soon as May 22 in a
move to close Arcadia stores and reduce the rent bill.

It is thought Sir Philip has offered landlords about GBP50 million
in cash to update the stores and a sizeable stake in the business,
The Daily Telegraph discloses.

He had originally offered landlords a 10% stake in the empire but
big property companies such as Hammerson and Intu have been pushing
for close to 40%, The Daily Telegraph notes.

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.



ASCOVAL: British Steel Liquidation Won't Impact Rescue Deal
-----------------------------------------------------------
Sudip Kar-Gupta and Myriam Rivet at Reuters report that a rescue
deal for the Ascoval steel plant in northern France is not impacted
by the current woes at British Steel since the Ascoval transaction
involves another unit of British Steel not impacted by the
liquidation process, said the French government.

"The mother company behind the British Steel group has confirmed
its ability to see through the Ascoval rescue and to bring over the
necessary funds in the agreed timetable," Reuters quotes a
statement by the French finance ministry as saying.

British Steel was forced into liquidation on May 22, although
Britain's second largest steelmaker will continue to trade and
supply its customers, Reuters notes.

The firm had earlier this month won approval from a French court to
buy the Ascoval steel mill, in a deal under which the French state
and local authorities are also to invest, Reuters recounts.


BRITISH STEEL: In Compulsory Liquidation, Receiver Takes Control
----------------------------------------------------------------
BBC News reports that British Steel has been placed in compulsory
liquidation, putting 5,000 jobs at risk and endangering 20,000 in
the supply chain.

The move follows a breakdown in rescue talks between the government
and the company's owner, Greybull, BBC notes.

According to BBC, the Government's Official Receiver has taken
control of the company as part of the liquidation process.

The search for a buyer for British Steel has already begun, BBC
states.  In the meantime, it will trade normally, according to
BBC.

The Official Receiver, as cited by BBC, said British Steel Ltd had
been wound up in the High Court and the immediate priority was to
continue safe operation of the site.

The company was transferred to the Official Receiver because
British Steel, its shareholders and the government were not able
to, or would not, support the business, BBC says.  That meant the
company did not have to funds to pay for an administration, BBC
notes.

The other companies within the British Steel group are continuing
to trade as normal and are not in insolvency, BBC discloses.

According to BBC, the Official Receiver and EY are looking for a
buyer for the business.

If they fail to find one, the firm would be wound up and
redundancies would follow, BBC states.

The High Court appointed accountancy firm EY to the role of Special
Manager, assisting the Receiver, BBC relates.

According to BBC, EY said the appointment of the Official Receiver
followed "a number of weeks" of negotiations by management with the
company's various stakeholders, including lenders, shareholders and
the government, to secure the necessary funding to avoid an
insolvency.

British Steel has about 5,000 employees.  There are 3,000 at
Scunthorpe, with another 800 on Teesside and in north-eastern
England.  The rest are in France, the Netherlands and various sales
offices round the world.


BRITISH STEEL: UK Gov't Grants Indemnity to Official Receiver
-------------------------------------------------------------
Elizabeth Piper and William James at Reuters report that Britain
has granted an indemnity to the official receiver handling the
collapse of British Steel, the country's second largest steel
producer, Prime Minister Theresa May said on May 22.

According to Reuters, Ms. May told parliament "(Finance minister
Philip Hammond) has also agreed an indemnity for the official
receiver to enable British Steel to continue to operate in the
immediate future."

The company collapsed after failing to secure emergency government
funding, jeopardising some 25,000 jobs, Reuters relates.


EUNETWORKS HOLDINGS: Moody's Alters Outlook on B2 CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook on euNetworks
Holdings 2 Limited to negative from stable. At the same time, the
agency has affirmed the company's B2 corporate family rating and
the B2-PD probability of default rating and the B2 rating of the
group's senior secured Term Loan B (due 2025). The agency has also
assigned a B2 rating to the EUR75 million revolving credit facility
(due 2024).

euNetworks has raised an additional EUR30 million under its Term
Loan B, the proceeds of which will be used to fund organic and
inorganic investments, including one larger scale project in 2019
to support the future bandwidth demand of its customer base. It is
in addition to the EUR50 million of growth equity capital being
injected by Stonepeak Infrastructure Partners, the infrastructure
fund that owns the majority of euNetworks, and other existing
investors.

"The negative outlook on the ratings reflects the high leverage of
the company at around 6.3x as of 2018 (pro-forma for the add-on
facility) as well as the materially negative free cash flow
generation (after capex) expected in 2019/20." Gunjan Dixit, a
Moody's Vice President - Senior Credit Officer and lead analyst for
euNetworks.

"The affirmation of the B2 ratings reflects Moody's expectation
that the company can nonetheless return back to largely neutral
free cash flow generation from 2021 and de-lever in line with the
agency's expectations for the B2 rating, helped by EBITDA growth",
adds Ms. Dixit.

RATINGS RATIONALE

euNetworks generated EBITDA of EUR56 million which grew by 13%
year-on-year in 2018, has under-performed against Moody's original
expectations. The main reason for the under-performance is driven
by the fixed costs for new projects being incurred in advance of
revenues. In 2018, euNetworks' largest customers' network
requirements led it to significantly expand the routes to more
European cities. In 2019 and beyond, Moody's now expects the
company to continue focusing on network expansions resulting in
higher operating costs in advance of revenue growth, and therefore
the growth expectations for EBITDA will be less strong than before.
Nevertheless, this investment in network should support the
company's medium-term revenue growth trajectory.

Other than fixed operating costs, the company also incurs a
significant non-cash long term employee incentive plan expense
(15.5% of reported EBITDA in 2018). Unlike the company, Moody's
treats these expenses as recurring employee remuneration costs and
deducts them from its calculation of adjusted EBITDA. Moody's
expects these costs to remain material over at least the coming 2-3
years.

Moody's adjusted gross leverage for euNetworks was 5.9x at the end
of 2018 and 6.3x, pro-forma for the add-on facility. It expects the
company's leverage to remain high for the rating category in 2019.
Nonetheless from 2020 onwards, it currently expects the company to
de-lever below Moody's gross adjusted debt/ EBITDA of 5.5x, the
threshold defined for the B2 rating. However, the negative outlook
cautiously recognizes the execution risks associated with the
successful delivery of the company's revised business plan.

euNetworks generated negative free cash flow (after capex) in 2018.
Moody's expects free cash flow to worsen materially in 2019 as the
company invests in a larger scale project to support the future
bandwidth demand of its customer base in addition to its organic
expansion investments. The company's EBITDA less capex will be
heavily negative in 2019 and it expects it to turn largely neutral
in 2020. Moody's notes that Stonepeak and other investors have an
intention to provide euNetworks with additional growth capital of
up to USD450 million (beyond the EUR50 million provided recently)
for the purposes of euNetworks' organic and inorganic development.

The B2 CFR reflect euNetworks': (1) Good revenue growth and high
margins supported by structurally favorable secular trends such as
rising demand for data, bandwidth and cloud services; (2) Leading
positions in key European data center connectivity and fiber
bandwidth services markets; (3) Stable recurring revenue base, with
low churn from a diversified customer base, and long contract
terms; (4) Fixed asset and equity value in the company's network
assets; and (5) Significant equity contribution and potential for
additional growth funding from its financial sponsor.

These factors are offset by the company's: (1) Small scale (as
measured by revenues) and niche market position in a fragmented
market; (2) High leverage (3) High discretionary capex resulting in
negative free cash flow in 2019/20; and (4) Event risk, in the form
of M&A, as the company pursues its growth objectives.

Moody's expects euNetworks to maintain adequate liquidity supported
by EUR10 million of cash on balance sheet (as of the transaction's
closing) and availability under its six-year EUR75 million
Revolving Credit Facility (RCF) of which EUR20 million remain
drawn. In 2019/20, Moody's expects the company to make use of its
RCF given its anticipated negative free cash flow generation due to
high growth capex. euNetworks has no material financial debt
maturities prior to the end of 2024 and the covenants governing
euNetworks' secured debt offer a good cushion relative to the most
recent financial results.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the company's weaker performance
compared to the original business plan presented to Moody's, in
particular for EBITDA growth as well as the high leverage and
materially negative free cash flow generation expected in 2019/20.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the ratings could develop if: (1) euNetworks'
leverage (measured as Moody's-adjusted Gross debt/EBITDA) decreases
below 4.25x on a sustained basis; and, (2) the company's
Moody's-adjusted Free Cash Flow (FCF)/Gross debt approaches 10%.

Conversely, downward pressure on the rating could develop if: (1)
euNetworks' fails to de-lever (measured as Moody's-adjusted gross
debt/EBITDA) to below 5.5x in the next 12-18 months; and (2) the
company sustains a materially negative free cash flow position; or
(3) if liquidity were to deteriorate materially. Downward rating
pressure could also arise should the company engage in
debt-financed transformational M&A resulting in a material dilution
of its high EBITDA margin or a weaker business profile.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: euNetworks Holdings Limited (UK)

Senior Secured Bank Credit Facility, Assigned B2

Affirmations:

Issuer: euNetworks Holdings 2 Limited

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Issuer: euNetworks Holdings Limited (UK)

Senior Secured Bank Credit Facility, Affirmed B2

Outlook Actions:

Issuer: euNetworks Holdings 2 Limited

Outlook, Changed To Negative From Stable

Issuer: euNetworks Holdings Limited (UK)

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.

Based in London (UK), euNetworks is a facilities-based bandwidth
infrastructure provider, delivering scalable, fiber based network
solutions to its customers across Europe. In its fiscal year ended
31 December 2018, euNetworks generated EUR153 million in revenues
and EUR56 million in reported EBITDA.


JAMIE OLIVER: Banks to Pursue Owner Following Administration
------------------------------------------------------------
Oliver Gill at The Daily Telegraph reports that banks and one of
Britain's biggest food suppliers are poised to pursue Jamie Oliver
over debts after the chef's empire of restaurants collapsed.

The Daily Telegraph understands Mr. Oliver provided personal
guarantees to lending giant HSBC and distributor Brakes after a
previous restructuring, allowing them to claim against him
personally for any unpaid bills.

Administrators were called in as Mr. Oliver's portfolio of
restaurants failed, costing 1,000 jobs and leaving HSBC tens of
millions of pounds out of pocket, The Daily Telegraph relates.  A
further 300 jobs are at risk, The Daily Telegraph notes.

Mr. Oliver, as cited by The Daily Telegraph, said he was "deeply
saddened", but insisted his restaurants had "positively disrupted"
mid-market dining.


LOOT: Failure to Obtain Additional Funding Prompts Administration
-----------------------------------------------------------------
TechCrunch reports that Loot, the digital current account aimed at
students and millennials, has called in administrators after
appearing to have run out of cash.

According to TechCrunch's sources, the U.K. fintech was unable to
raise additional funding in time after a potential sale to banking
giant RBS fell through.

Intriguingly, Royal Bank of Scotland Group indirectly owned a 25%
stake in Loot via an investment by Bo, the digital-only retail bank
being developed by RBS subsidiary NatWest, TechCrunch notes.

Founded in 2014 by now 25-year old Ollie Purdue as he was finishing
up university, Loot offers a digital-only current account aimed at
students and millennials, and has around 250,000 registered
accounts, TechCrunch discloses.


OCP EURO 2019-3: Moody's Rates EUR10MM Class F Notes 'B2'
---------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to seven
classes of notes issued by OCP Euro CLO 2019-3 Designated Activity
Company:

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

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

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

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

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

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

  EUR10,100,000 Class F Senior Secured Deferrable Floating Rate
  Notes due 2030, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

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

OCP Euro CLO 2019-3 Designated Activity Company is a managed cash
flow CLO. At least 90% of the portfolio must consist of secured
senior obligations and up to 10% of the portfolio may consist of
unsecured senior loans, unsecured senior bonds, second lien loans,
mezzanine obligations and high yield bonds. The portfolio is
expected to be 75% ramped up as of the closing date and comprise
predominantly of corporate loans to obligors domiciled in Western
Europe.

Onex Credit Partners, LLC will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 2 year reinvestment
period. Thereafter, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk and credit improved obligations, and are
subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer issued EUR 37.9M of subordinated notes which are not rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

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

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

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

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

-- Target Par Amount: EUR425,000,000

-- Diversity Score: 44

-- Weighted Average Rating Factor (WARF): 2850

-- Weighted Average Spread (WAS): 3.60%

-- Weighted Average Fixed Coupon (WAC): 4.00%

-- Weighted Average Recovery Rate (WARR): 43.5%

-- Weighted Average Life (WAL): 6.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints, exposures to countries with LCC of
A1 or below cannot exceed 10%, with exposures to LCC of Baa1 to
Baa3 further limited to 5.0% and with exposures of LCC below Baa3
not greater than 0%.

PRECISE MORTGAGE 2019-1B: Moody's Assigns (P)Ba3 Rating on E Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional long-term credit
ratings to Notes to be issued by Precise Mortgage Funding 2019-1B
PLC:

  GBP[ ]M Class A1 Mortgage Backed Floating Rate Notes due
  December 2055, Assigned (P)Aaa (sf)

  GBP[ ]M Class A2 Mortgage Backed Floating Rate Notes due
  December 2055, Assigned (P)Aaa (sf)

  GBP[ ]M Class B Mortgage Backed Floating Rate Notes due
  December 2055, Assigned (P)Aa1 (sf)

  GBP[ ]M Class C Mortgage Backed Floating Rate Notes due
  December 2055, Assigned (P)A1 (sf)

  GBP[ ]M Class D Mortgage Backed Floating Rate Notes due
  December 2055, Assigned (P)Baa3 (sf)

  GBP[ ]M Class E Mortgage Backed Floating Rate Notes due
  December 2055, Assigned (P)Ba3 (sf)

  GBP[]M Class X Mortgage Backed Floating Rate Notes due
  December 2055, Assigned (P)Caa2 (sf)

The static portfolio backing this transaction consists of first
ranking buy-to-let ("BTL") mortgage loans advanced to
semi-professional landlords with small portfolios secured by
properties located in England and Wales. The loans have been
originated by Charter Court Financial Services Limited (not rated)
under its trading name of Precise Mortgages.

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 [2.00]% and the MILAN required credit enhancement
of [12.00]% serve as input parameters for Moody's cash flow model
and tranching model, which is based on a probabilistic lognormal
distribution.

The portfolio expected loss for this pool is [2.00]%, which is
marginally higher than that in other comparable BTL transactions in
the UK mainly because of: (i) the originators' limited historical
performance; (ii) the current macroeconomic environment in the UK;
(iii) the low WA seasoning of the collateral of [1.03] years; and
(iv) benchmarking with similar UK BTL transactions.

The portfolio MILAN CE for this pool is [12.00]%, which is
marginally higher than that in other comparable BTL transactions in
the UK mainly because of: (i) a WA current LTV of [72.58]%; (ii)
around [91.00]% of the pool being interest-only loans; (iii) the
originators' limited historical performance; and (iv) benchmarking
with other UK BTL transactions.

At closing the mortgage pool balance will consist of GBP [782.96]
million of loans. An amortising reserve fund will be funded to
[1.50]% of the aggregate principal amount outstanding of the rated
Notes as of the closing date. Within the reserve fund an amount
equal to [1.50]% of Class A and Class B Notes outstanding principal
amount will be dedicated to provide liquidity to Class A and Class
B Notes. Moreover, the Class A and B Notes benefit from principal
to pay interest mechanism.

Operational Risk Analysis: Charter Mortgages Limited (not rated),
100% owned by Charter Court Financial Services Group Limited (not
rated) will be acting as servicer. In order to mitigate the
operational risk, there will be a back-up servicer facilitator,
Intertrust Management Limited (not rated). 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.

Interest Rate Risk Analysis: The transaction will benefit from a
swap provided by Natixis (Aa3(cr)/P-1(cr)), acting through its
London Branch. Under the swap agreement during the term of the life
of the fixed rate loans the issuer will pay a fixed swap rate and
on the other side the swap counterparty will pay SONIA. The
notional of the swap covers the fixed portion of the pool under a
0% CPR and 0% default assumption until all fixed rate loans switch
to floating rate. In addition, approximately [18.00]% of the pool
comprises of floating rate loans.

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 the
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:

Significantly different loss assumptions compared with our
expectations at close due to either a change in economic conditions
from our central scenario forecast or idiosyncratic performance
factors would lead to rating actions. For instance, should economic
conditions be worse than forecast, the higher defaults and loss
severities resulting from greater unemployment, worsening household
affordability and a weaker housing market could result in downgrade
of the ratings. Deleveraging of the capital structure or conversely
a deterioration in the Notes available credit enhancement could
result in an upgrade or a downgrade of the ratings, respectively.


RRE 2 LOAN: Moody's Assigns (P)Ba3 Rating on EUR23MM Class E Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by RRE 2 Loan
Management Designated Activity Company:

  EUR228,000,000 Class A-1 Senior Secured Floating Rate
  Notes due 2032, Assigned (P)Aaa (sf)

  EUR8,000,000 Class A-2 Senior Secured Floating Rate Notes
  due 2032, Assigned (P)Aaa (sf)

  EUR46,000,000 Class B Senior Secured Floating Rate Notes
  due 2032, Assigned (P)Aa2 (sf)

  EUR26,000,000 Class C Senior Secured Deferrable Floating
  Rate Notes due 2032, Assigned (P)A2 (sf)

  EUR28,750,000 Class D Senior Secured Deferrable Floating
  Rate Notes due 2032, Assigned (P)Baa3 (sf)

  EUR23,250,000 Class E Senior Secured Deferrable Floating
  Rate Notes due 2032, Assigned (P)Ba3 (sf)

RATINGS RATIONALE

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

RRE 2 Loan Management Designated Activity Company is a managed cash
flow CLO. At least 96.0% of the portfolio must consist of senior
secured loans and senior secured bonds and up to 4.0% of the
portfolio may consist of unsecured obligations, second-lien loans,
mezzanine loans and high yield bonds. The portfolio is expected to
be approximately 80% ramped up as of the closing date and to be
comprised predominantly of corporate loans to obligors domiciled in
Western Europe.

Redding Ridge Asset Management (UK) LLP ("RR") will manage the CLO.
It will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four and a half year reinvestment period. Thereafter, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations and are
subject to certain restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer issued EUR 42,300,000 of subordinated notes, which are not
rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

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

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

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

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

-- Par amount: EUR 400,000,000

-- Diversity Score: 43 (*)

-- Weighted Average Rating Factor (WARF): 2910

-- Weighted Average Spread (WAS): 3.45%

-- Weighted Average Coupon (WAC): 5.00%

-- Weighted Average Recovery Rate (WARR): 43.00%

-- Weighted Average Life (WAL): 8.5 years

(*) The covenanted base case Diversity Score is 44, however Moody's
has assumed a diversity score of 43 as the transaction
documentation allows for the diversity score to be rounded up to
the nearest whole number whereas usual convention is to round down
to the nearest whole number.


THOMAS COOK: Regulators Monitor Plight Amid Financial Woes
----------------------------------------------------------
Oliver Gill at The Daily Telegraph reports that aviation regulators
were carefully monitoring the plight of Thomas Cook on May 18 amid
mounting fears over the future of the ailing travel agent.

On May 16, the 178-year-old company shocked investors with a GBP1.1
billion writedown of its UK business and the announcement of a
GBP300 million emergency loan, The Daily Telegraph relates.  One
leading City broker later branded its stock "worthless", The Daily
Telegraph notes.

According to The Daily Telegraph, on May 18, Sky News reported that
payment firms were putting the squeeze on Thomas Cook by
withholding millions of pounds of customers' money.  Thomas Cook
has put its airline up for sale in a bid to repay its loans, The
Daily Telegraph discloses.

Thomas Cook Group plc is a British global travel company.


TWIN BRIDGES 2019-1: Moody's Rates GBP5.6MM Class X1 Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term credit
ratings to the following classes of Notes issued by Twin Bridges
2019-1 PLC:

  GBP271.6 million Class A Mortgage Backed Floating Rate Notes
  due 2052, Definitive Rating Assigned Aaa (sf)

  GBP16.5 million Class B Mortgage Backed Floating Rate Notes
  due 2052, Definitive Rating Assigned Aa1 (sf)

  GBP18.1 million Class C Mortgage Backed Floating Rate Notes
  due 2052, Definitive Rating Assigned A1 (sf)

  GBP13.2 million Class D Mortgage Backed Floating Rate Notes
  due 2052, Definitive Rating Assigned A2 (sf)

  GBP5.6 million Class X1 Mortgage Backed Floating Rate Notes
  due 2052, Definitive Rating Assigned B1 (sf)

Moody's has not assigned any ratings to the GBP 9.9M Class Z1
Mortgage Backed Notes due 2052 and the GBP 6.6M Class Z2 Notes due
2052.

This transaction represents the third securitisation transaction
rated by Moody's that is backed by Buy-to-Let ("BTL") mortgage
loans originated by Paratus AMC Limited ("Paratus", not rated). 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 ("CE") 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 ("WA") 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 non-amortizing General Reserve Fund will be equal
to 2.0% of principal amount outstanding of collateralised notes at
closing date, i.e. GBP6.6 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 Notes and (conditionally)
Class B interest.

Operational Risk Analysis: Paratus is the servicer in the
transaction while Elavon Financial Services DAC (Aa2/P-1), acting
through its UK 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.


UNIQUE PUB: S&P Puts BB Rating on A4 Notes on Watch Positive
------------------------------------------------------------
S&P Global Ratings has placed on CreditWatch positive its 'BB (sf)'
rating on Unique Pub Finance Co. PLC's class A4 notes.

The CreditWatch placement follows the completion on March 14, 2019,
of the sale of the first tranche of Ei Group's commercial property
portfolio comprising 348 of the 370 free-of-tie properties to be
sold.

Ei Group's shareholders approved the disposals on Feb. 7 2019.
These asset sales are expected to generate gross cash consideration
of GBP348 million, of which GBP336.6 million has now been received.
The approved disposal program is part of the group's strategy to
maximize value of free-of-tie pubs and commercial properties. The
sale of a further 22 commercial properties (each sale requiring
landlord approval), makes up tranche two of the transaction. Each
property will be sold as and when consent is granted and this
second leg of the transaction is expected to generate gross
proceeds of GBP11.4 million.

The first tranche of the sale comprised 171 properties which were
within the securitized estate backing the notes issued by Unique
Pub Finance Co. PLC. The corresponding net sales proceeds amounted
to GBP175.8 million. Under the transaction documentation, the
issuer will use these funds to fully repay the class A3 notes and
partly prepay the class A4 notes, along with any associated
transaction costs, on the next payment date, June 28 2019.

At the securitization level, the groundwork for the disposals was
laid in July 2018 when Unique Pub Finance's noteholders accepted
some amendments to the transaction documentation related to a
looser non-tied properties disposal regime and the use of the
corresponding sale proceeds, which have to be applied to redeem
notes in class order.

S&P said, "We estimate that the disposals will have a yearly
negative impact of about GBP14-GBP15 million on Unique's EBITDA.
However, we expect that the decrease in debt service stemming from
the deleveraging, notably the resulting end of the concurrent
amortization of the class A3 and A4 notes, will more than
compensate for the loss of cash flows from the disposed properties.
Therefore, we expect our minimum base-case class A DSCR to improve
and, consequently, a higher anchor for the class A4 notes, which
will remain the only senior notes outstanding after the anticipated
redemption.

"Turning to our downside case, our resilience-adjusted anchor for
the senior notes reflects the benefit of the liquidity facility
available to the issuer. At this time, we do not expect the level
of liquidity support to decrease as the debt service will peak from
June 2021 to March 2024, when the class M notes start to amortize
concurrently with the class A4 notes.

"Finally, we do not anticipate the disposals to have a material
impact on our business risk assessment of Unique Pub Properties,
the borrower within the transaction.

"Therefore, we have placed our 'BB (sf)' rating on Unique Pub
Finance's class A4 notes on CreditWatch positive in anticipation of
the application of the disposal proceeds to reduce the class A
debt. We expect to resolve the CreditWatch placement after the end
of June redemption of the class A notes by the issuer. The outcome
of the resolution of our CreditWatch placement will depend on our
revised cash flow projections and any structural changes to be
implemented by the issuer.

"Our rating on the class A3 notes is unaffected to reflect our
expectation that they will be fully redeemed. We also do not
anticipate any rating impact on the class M and N notes."

The transaction is a corporate securitization of the U.K. operating
business of the tenanted pub estate operator Unique Pub Properties
Ltd., the borrower.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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