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

                          E U R O P E

          Tuesday, June 11, 2019, Vol. 20, No. 116

                           Headlines



B U L G A R I A

FIRST INVESTMENT: Moody's Lowers LongTerm Deposit Rating to B2


F R A N C E

ARKEMA: Moody's Rates Proposed Hybrid Notes 'Ba1', Outlook Pos.
EUTELSAT COMMUNICATION: Moody's Rates Unsec. Credit Facility 'Ba1'
HOLDIKKS SAS: S&P Withdraws 'SD' LT ICR After Debt Restructuring
INSIGNIS SAS: Moody's Withdraws B2 CFR Amid Cinven Acquisition
TEREOS SCA: S&P Affirms 'BB-' Rating on EUR500MM Sr. Unsec. Notes



G E R M A N Y

CHEPLAPHARM ARZNEIMITTEL: Fitch Assigns 'B+' LT IDR, Outlook Stable
DEA GROUP: S&P Withdraws 'BB-' LongTerm Issuer Credit Rating
SENVION SA: Moody's Cuts CFR to Ca & EUR400MM Secured Notes to C


G R E E C E

EPIHIRO PLC: Moody's Confirms B2 Rating on EUR785.6MM Class A Notes


I R E L A N D

BLACKROCK EUROPEAN VIII: Fitch Rates EUR11MM Class F Notes 'B-sf'
BLACKROCK EUROPEAN VIII: Moody's Rates EUR11MM Class F Notes 'B2'
CARLYLE GLOBAL 2016-2: Moody's Rates EUR25MM Class D-R Notes 'Ba2'
CARLYLE GLOBAL 2016-2: S&P Assigns B- Rating on Class E Notes
PEMBROKE PROPERTY: Fitch Rates EUR18.2MM Class F Notes 'Bsf'

PEMBROKE PROPERTY: S&P Assigns BB Rating on Class F Notes
ST. PAUL XI: Fitch Gives B-(EXP) Rating to EUR9.8MM Class F Debt
ST. PAUL XI: Moody's Gives (P)B3 Rating on EUR9.8MM Class F Notes


I T A L Y

BANCA POPOLARE DEELL'ALTO: Fitch Affirms BB+ IDR, Outlook Stable
BANCA POPOLARE DI SONDRIO: Fitch Lowers IDRs to 'BB+/B'
ERNA SRL: Moody's Rates EUR18MM Class C Notes 'Ba1'


K A Z A K H S T A N

FORTEBANK JSC: S&P Raises ICR to 'B+', Outlook Stable


L U X E M B O U R G

4FINANCE HOLDING: Moody's Affirms B2 CFR & Issuer Ratings
INTELSAT JACKSON: Moody's Rates New $300MM Unsecured Notes 'Caa2'


N O R W A Y

NANNA MIDCO II: Moody's Cuts CFR to B3 & Alters Outlook to Negative
PGS ASA: Moody's Rates Proposed $525MM 1st Lien Loan 'B2'


R U S S I A

IC RUSS-INVEST: Moody's Affirms B2 Issuer Ratings, Outlook Stable
PJSC KOKS: Moody's Alters Outlook on B2 CFR to Stable


S P A I N

DISTRIBUIDORA INTERNACIONAL: S&P Affirms CCC Issuer Credit Ratings
GC FTPYME PASTOR 4: S&P Affirms D Rating on Class D Notes


U N I T E D   K I N G D O M

ASTON MARTIN: Moody's Rates $190MM Senior Secured Notes 'B2'
BRITISH STEEL: Greybull Mulls Acquisition of ISD Huta Mill
HONOURS PLC: Fitch Hikes Class B Notes to BBsf, Outlook Stable
HUMBER ELECTRICAL: Financial Difficulties Prompt Administration
INOVYN LTD: S&P Alters Outlook to Positive & Affirms 'BB-' ICR

JEWEL UK: Moody's Hikes CFR to B1 on IPO Launch, Outlook Stable
METALYSIS LIMITED: Financial Woes Prompt Administration
NEPTUNE ENERGY: S&P Alters Outlook to Positive & Affirms 'BB-' ICR
PATISSERIE VALERIE: Former Chairman Plans to Emigrate
PI UK HOLDCO II: S&P Affirms B ICR on Solid Operating Performance

POLARIS PLC 2019-1: Moody's Gives (P)Caa1 Rating on Class X Notes
POLARIS PLC 2019-1: S&P Assigns Prelim CCC Ratings on Class X Notes
THOMAS COOK: In Takeover Talks with Fosun, Outcome Uncertain
WOODFORD PATIENT: Seeks to Reassure Investors After Suspension
WOODFORD PATIENT: Sells, Transfers Stock Since Fund Suspension


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B U L G A R I A
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FIRST INVESTMENT: Moody's Lowers LongTerm Deposit Rating to B2
--------------------------------------------------------------
Moody's Investors Service has downgraded First Investment Bank AD's
long-term deposit rating to B2 from B1, maintaining the stable
outlook. The bank's baseline credit assessment (BCA) and Adjusted
BCA were downgraded to b3 from b2. The bank's long-term
Counterparty Risk Rating (CRR) was also downgraded to Ba3 from Ba2
and the long-term Counterparty Risk (CR) Assessment to Ba2(cr) from
Ba1(cr). The short-term deposit rating and CRR were affirmed as
Not-Prime and the short-term CR Assessment at NP(cr).

The rating action reflects Moody's view that the bank's high level
of problem loans and significant repossessed assets, predominantly
foreclosed properties, continue to pose a risk to the bank's
capital base, and that this risk is more compatible with a b3 BCA.
The rating agency's assessment of FIBank had previously
incorporated an expectation that these nonperforming assets would
have already declined to a materially lower level.

The long-term deposit rating of B2 continues to benefit from one
notch of uplift from Moody's expectation of a moderate likelihood
of government support.

RATINGS RATIONALE

  -- DOWNGRADE REFLECTS PERSISTENT RISK TO CAPITAL FROM
NONPERFORMING ASSETS

The main driver for Moody's rating action is FIBank's still high
level of problem loans, that along with a significant amount of
repossessed assets could pose a risk to its capital base. Moody's
standalone assessment for FIBank had incorporated a forward-looking
view that nonperforming assets would decline through disposals and
low new formation at a much faster rate than has been realised to
date.

Loans overdue more than 90 days to gross loans declined to 13% as
of the end of 2018, from 17.5% at the end of 2017, reflecting
ongoing restructuring efforts, recoveries and foreclosures, and
write-off and sales of problematic exposures. However, in contrast,
under the expanded European Banking Authority nonperforming
exposure definition (stage 3 loans under IFRS 9), problem loans to
gross loans were slightly up to 21.9% as of end-2018 as the bank
transitioned to the new IFRS 9 accounting standard, compared to
21.7% at end-2017.

The ratio of problem loans-to-tangible common equity (TCE) and
aggregate loan loss reserves was 91% as of the end of 2018
(end-2017: 83%), while adding repossessed assets to the numerator
brings the ratio to 143% (end-2017: 148%). Therefore, Moody's
considers that the risk to the bank's capital from its stock of
problem loans not covered by provisions, along with the exit risk
from the bank's significant real estate portfolio, remains high,
and that these characteristics are better aligned with a b3 BCA.

FIBank's b3 standalone BCA also takes into account the bank's
relatively strong pre-provision earnings power and recovering
bottom-line profitability with a net income to tangible assets of
1.8% in 2018 from 1% in 2017 and its predominantly deposit-based
funding structure and sizeable liquidity buffers. The BCA also
reflects Moody's view that the bank's corporate governance
practices are still evolving and are weaker than global best
practices. Additionally, the concentration of the bank's ownership
in the hands of two individuals may give rise to some key man risk
issues.

FIBank reported a common equity Tier 1 (CET1) capital ratio of
13.3% and a total capital ratio of 16.1% as of end-2018 that
exclude current period profits. These would rise to 15.8% and 18.6%
respectively if the bank capitalises 2018 profits. FIBank's
TCE-to-risk-weighted assets ratio declined to 11.8% as at end-2018,
from 13.7% a year earlier, mainly as a result of the first time
implementation of IFRS 9 in 2018 that had a negative impact on
equity of BGN277 million, and despite yearly profits of BGN172
million.

LOSS GIVEN FAILURE ANALYSIS DOES NOT RESULT IN ANY UPLIFT

Owing to the bank's relatively small proportion of loss-absorbing
junior depositors (the bank is predominantly funded by retail
deposits) and limited hybrid debt, the bank's deposit rating does
not benefit from rating uplift as a result of the application of
Moody's Loss Given Failure (LGF) analysis.

MODERATE LIKELIHOOD OF GOVERNMENT SUPPORT

FIBank's B2 long-term deposit rating continues to incorporate
Moody's assessment of a moderate likelihood of government support
in case of need for the bank, which results in one notch of rating
uplift. This support assumption is in line with the rating agency's
approach of assigning government support to European banks with
systemic importance despite the introduction of the Bank Recovery
and Resolution Directive (BRRD), which limits a government's
ability to support banks.

FIBank's was the third-largest bank by loans and fourth-largest
bank by assets and deposits in Bulgaria as of the end of 2018. The
reported market share of deposits in Bulgaria was 9.6% as of
end-2018. Furthermore, Moody's support assessment is backed by the
track record of support for FIBank, which received liquidity
support from the authorities in 2014.

OUTLOOK

The stable outlook on the bank's long-term deposit ratings reflects
Moody's expectation that the downside risks relating to the bank's
nonperforming assets, will be balanced by an adequate financial
performance, supported by an improving operating environment in
Bulgaria.

WHAT COULD CHANGE THE RATING UP/DOWN

FIBank's deposit rating could be upgraded following a significant
improvement in its financial fundamentals, mainly a significant
reduction in its asset risk through a material decline in problem
loans and real estate assets, and significantly improved
provisioning coverage of problematic exposure without compromising
its profitability and capital, as well as continuing reduced loan
concentrations.

A change in the bank's liability structure, such as through the
issuance of senior or subordinated and low-trigger hybrid debt,
could lead to changes in Moody's LGF analysis, resulting in an
uplift to the deposit ratings.

A deterioration in the bank's capital levels and profitability, or,
an indication that the bank would need to raise capital to cover
reduced asset valuations, would lead to a downgrade. If the
comprehensive assessment being carried out on FIBank (together with
five other Bulgarian banks) by the European Central Bank identifies
material additional risks, these could also put pressure on the
rating. A decline in liquidity and deposit outflows could also lead
to negative rating pressure.

Changes in the bank's liability structure, mainly from an increased
reliance on secured funding, could result in a downgrade of the
deposit ratings. Finally, a lower likelihood or capacity of the
Bulgarian government to support FIBank, in case of need, may also
result in a downgrade of the deposit ratings.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS AND ASSESSMENTS

Issuer: First Investment Bank AD

Downgrades:

Adjusted Baseline Credit Assessment, Downgraded to b3 from b2

Baseline Credit Assessment, Downgraded to b3 from b2

Long-term Counterparty Risk Assessment, Downgraded to Ba2(cr) from
Ba1(cr)

Long-term Counterparty Risk Rating, Downgraded to Ba3 from Ba2

Long-term Bank Deposits, Downgraded to B2 from B1, Outlook Remains
Stable

Affirmations:

Short-term Counterparty Risk Assessment , Affirmed NP(cr)

Short-term Counterparty Risk Rating, Affirmed NP

Short-term Bank Deposits, Affirmed NP

Outlook Action:

Outlook Remains Stable




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F R A N C E
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ARKEMA: Moody's Rates Proposed Hybrid Notes 'Ba1', Outlook Pos.
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 long-term rating to the
proposed issuance of Undated Deeply Subordinated Fixed Rate
Resettable Notes (Hybrid) issued by Arkema (Baa2 positive) under
the EUR3 billion Euro Medium Term Note Programme. The outlook is
positive. The size and completion of the Hybrid remain subject to
market conditions.

RATINGS RATIONALE

The rating of Ba1 is two notches lower than Arkema's Baa2 senior
unsecured issuer rating. This reflects the deeply subordinated
position of the proposed Hybrid securities in relation to the
existing senior unsecured obligations of Arkema rated Baa2. The
proceeds from the transaction are intended to refinance an existing
hybrid instrument, hence the proposed issuance has no impact on
Arkema's Baa2 senior unsecured issuer rating.

The proposed Hybrid is perpetual, has no events of default nor
cross defaults and Arkema can opt to defer settlement of interest
on a cumulative basis. The Hybrid is a deeply subordinated
obligation ranking senior only to common shares and junior to all
senior and subordinated debt and will qualify for the "basket C"
and a 50% equity treatment of the borrowing for the calculation of
Moody's credit ratios.

As the Hybrid rating is positioned relative to another rating of
Arkema, either (i) a change in the senior unsecured rating of
Arkema, or (ii) a re-evaluation of its relative notching, could
impact the Hybrid rating.

Moody's could upgrade ratings if (1) further enhancement in
Arkema's business risk profile support a sustainable improvement in
EBITDA margin to the high teens in percentage terms; and (2) if the
financial profile permanently strengthened, including retained cash
flow (RCF) to net debt in the mid to high thirties and total debt
to EBITDA below 2.0x.

Moody's could downgrade ratings (1) in case of a significant
weakening of Arkema's profitability and cash flow generation; and
(2) if Moody's adjusted credit metrics fall outside of the guidance
for the Baa2 rating, including RCF to net debt declining below the
high twenties and total debt to EBITDA staying above 3.0x for a
prolonged period.

Arkema, headquartered in Colombes, France, is a leading European
chemical group, with reported revenues of about EUR8.8 billion and
EBITDA of nearly EUR1.5 billion (16.7% EBITDA margin) in 2018.
Arkema has a portfolio of specialty products including adhesives
and advanced materials as well as intermediates, catering for
chemical producers, as well as the oil & gas, electronics,
automotive, consumer goods, animal nutrition, new energies (e.g.
photovoltaic), and general industries.


EUTELSAT COMMUNICATION: Moody's Rates Unsec. Credit Facility 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to Eutelsat
SA's proposed senior unsecured notes. Concurrently, Moody's has
affirmed Eutelsat's Baa3 long-term issuer and senior unsecured
ratings and Eutelsat Communications SA's Ba1 senior unsecured bank
credit facility ratings. The outlook is stable.

Proceeds from the bond issuance will be used to partially refinance
Eutelsat's EUR930 million senior unsecured notes due January 2020.

"The bond issuance will allow Eutelsat to extend its debt maturity
profile and reduce interest costs, with a marginal positive impact
on free cash flow. We expect the company to use existing cash to
repay the balance of the bond maturing in January 2020, which will
have a positive impact on its gross leverage metrics," says Ernesto
Bisagno, a Moody's Vice President -- Senior Credit Officer and lead
analyst for Eutelsat.

RATINGS RATIONALE

The Baa3 rating on Eutelsat's new notes is at the same level as
Eutelsat's Baa3 long-term issuer rating and the rating on the
existing senior unsecured notes.

Eutelsat's Baa3 rating reflects its (1) strong market position as
the third-largest fixed satellite services ("FSS") operator
globally and its leading position in Video in Europe; (2) good
revenue visibility with an order backlog of 3.1x years of revenues;
(3) strong profitability with Moody's adjusted EBITDA margin above
75%; and (4) positive free cash flow generation and balanced
financial policy with a commitment to maintain reported net debt to
EBITDA below 3.0x. The rating is constrained by (1) its relatively
high level of leverage with Moody's-adjusted debt to EBITDA of 3.8x
at December 2018; (2) continued price erosion and revenue
contraction in the Fixed Data segment; and (3) growth challenges in
the Video and Government Services segments.

Over the next 12-18 months, Moody's expects ongoing earnings
pressure due to revenue contraction in the Fixed Data segment,
partially offset by modest growth in Video. Despite modest
pressures on revenues and EBITDA, Moody's anticipates Eutelsat's
free cash flow generation will improve supported by a reduction in
taxes of around EUR70 million annually, and a reduction in interest
expenses as the new debt will carry a lower coupon than the debt it
is retiring. Therefore, Moody's expects free cash flow generation
(after dividends) to be between EUR100 million - EUR150 million
annually, with the full impact of the tax reduction unwinding in
2020.

Moody's expects that Eutelsat's adjusted gross debt to EBITDA at
June 2019 will remain around 3.9x and will decrease towards
3.4x-3.6x in 2020 depending on the final size of the new bond,
following the repayment of the EUR930 million bond due in January
2020.

Eutelsat's liquidity is good, underpinned by (1) a cash balance of
EUR677 million at December 2018 (pro forma for the EUR800 million
bond repayment which matured in January 2019) ; (2) the company's
access to committed bank facilities of EUR850 million (fully
undrawn); and (3) Moody's expectation of continued positive FCF
generation. The committed bank facilities have a maintenance
leverage covenant of 4.0x, under which the company has adequate
headroom (reported net debt/EBITDA as of December 2018 stood at
3.14x).

STRUCTURAL CONSIDERATIONS

The Ba1 rating for the senior unsecured bank facilities at Eutelsat
Communications SA reflects the structural subordination to the debt
and other claims at Eutelsat SA. The bank facilities at Eutelsat
Communications SA are not guaranteed by Eutelsat SA, and their
claim on the latter is solely by virtue of Eutelsat Communications
SA's indirect equity holding in Eutelsat SA. Eutelsat
Communications SA is wholly economically dependent on the indirect
dividend flow from Eutelsat SA to service its obligations under the
facilities. The ability to upstream dividends from Eutelsat SA is
limited by the availability of annual distributable profit recorded
in Eutelsat SA's statutory accounts, which, given the high level of
depreciation and amortisation at the Eutelsat SA level, do not
reflect the latter's cash flow generation capability.

RATIONALE FOR STABLE OUTLOOK

Whilst Eutelsat's credit metrics are currently weakly positioned
for the Baa3 category, the stable outlook reflects Moody's
expectations that the company's Moody's-adjusted debt to EBITDA
will decline towards 3.4x/3.6x in 2020, and it will continue to
generate positive free cash flow of at least EUR100-EUR150 million
over the next 2 years.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure could develop if Eutelsat's operating
performance improves materially, resulting in (1) Moody's-adjusted
gross debt/EBITDA declining consistently below 3.25x; and (2) its
Moody's-adjusted FCF/gross debt remains over 5% on a sustained
basis.

Conversely, downward rating pressure could result if (1) the
company's operating performance and order backlog were to
deteriorate significantly; (2) its Moody's-adjusted gross
debt/EBITDA remained above 3.75x on a sustained basis; (3) its
Moody's-adjusted FCF/gross debt deteriorated such that it turned
neutral or negative for a prolonged period; and (4) Eutelsat were
to loosen its target net leverage (currently set at
company-reported net debt/EBITDA of less than 3.0x).

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Eutelsat SA

Senior Unsecured Regular Bond/Debenture, Assigned Baa3

Affirmations:

Issuer: Eutelsat SA

Issuer Rating, Affirmed Baa3

Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Issuer: Eutelsat Communications SA

Senior Unsecured Bank Credit Facility, Affirmed Ba1

Outlook Actions:

Issuer: Eutelsat SA

Outlook, Remains Stable

Issuer: Eutelsat Communications SA

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Created in 1977 and headquartered in Paris, Eutelsat is one of
Europe's leading satellite operators and one of the top three
global providers of fixed satellite services (FSS). The company's
fleet of 38 geostationary satellites reaches up to 150 countries in
Europe, Africa, Asia and the Americas. Eutelsat generates around
64% of its business from digital broadcasting markets. In the
twelve months of fiscal 2018 ended June 30, 2018, the company
generated revenue and EBITDA of EUR1,408 million and EUR1,077
million, respectively.

HOLDIKKS SAS: S&P Withdraws 'SD' LT ICR After Debt Restructuring
----------------------------------------------------------------
S&P Global Ratings withdrew its 'SD' long-term issuer credit rating
on HoldIKKS SAS, the parent company of French premium fashion
retailer IKKS Group SAS (collectively IKKS).

S&P said, "We are also withdrawing our 'D' issue rating on the
group's EUR320 million senior secured notes, as well as our 'CCC-'
issue rating on its EUR33 million super senior revolving credit
facility (RCF).

"We have withdrawn our ratings on HoldIKKS SAS and its debt
following the group's completed debt restructuring in May 2019. As
a result of the restructuring, the group converted into equity, or
refinanced, its EUR320 million senior secured notes due 2021 and
its EUR33 million super senior RCF."



INSIGNIS SAS: Moody's Withdraws B2 CFR Amid Cinven Acquisition
--------------------------------------------------------------
Moody's Investors Service has withdrawn Insignis SAS' B2 corporate
family rating and B2-PD probability of default rating, as well as
the B2 instrument ratings on the EUR275 million senior secured term
loan B facility due 2025 and the EUR25 million senior secured
revolving credit facility due 2025. At the time of the withdrawals,
the outlook was stable.

RATINGS RATIONALE

The rating action follows the completion of the acquisition of
Insignis by Cinven announced on March 5, 2019 which resulted in the
repayment of the company's senior secured term loan and the
cancellation of its RCF. Moody's has withdrawn the ratings because
the debt obligations are no longer outstanding.

LIST OF AFFECTED RATINGS

Withdrawals:

Issuer: Insignis SAS

Probability of Default Rating, Withdrawn , previously rated B2-PD

Corporate Family Rating, Withdrawn , previously rated B2

Senior Secured Bank Credit Facility, Withdrawn , previously rated
B2

Outlook Actions:

Issuer: Insignis SAS

Outlook, Changed To Rating Withdrawn From Stable

Founded in 1975 in France, Insignis SAS is a leading private higher
education group operating predominantly in France and serving
25,000+ students across 115+ accredited programmes. Its student
base has grown (both organically and via acquisitions) from 12,000
students in 2013. The group operates under a single umbrella brand
(INSEEC U.) offering programs in 5 fields of study across 16
schools : business & management (67% 2018 group revenues, 69% group
gross profit); communication (16%/16%); engineering (11/12%);
political sciences (1%/1%) and online/working adults (4%/2%). For
the fiscal year ended 30 June 2018, the group reported revenue and
EBITDA of EUR218million and EUR50.2 million respectively.


TEREOS SCA: S&P Affirms 'BB-' Rating on EUR500MM Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issue rating on France-based
sugar producer Tereos SCA's EUR500 million senior unsecured notes
due 2020 (EUR250 million outstanding) and the EUR600 million senior
notes due 2023. The recovery rating on the notes remains '4',
indicating its expectation of limited recovery (rounded estimate:
30%) to creditors in the event of a payment default. S&P's previous
estimate of recovery was similar.

The affirmation follows Tereos' 50% early 2020 bond redemption on
March 26, 2019. S&P said, "We have updated our recovery analysis to
reflect the changes in Tereos' debt structure, as well as to update
our stressed valuation of Tereos. We present the details of our
recovery analysis below. Our rating and outlook on Tereos remain
unchanged."

RECOVERY ANALYSIS

Key analytical factors

-- The recovery rating remains '4' on the EUR500 million senior
notes due 2020 (EUR250 million outstanding) and the EUR600 million
senior notes due 2023, based on recovery prospects in the 30%-40%
range (rounded estimates 30%).

-- The recovery rating is supported by S&P's valuation of the
business as a going concern. However, it is constrained by the
large quantity of priority and senior secured debt assumed to be
outstanding at default and by the security package, which S&P
considers to be weak.

-- The issue and recovery ratings on the senior unsecured notes
are constrained by their subordination to a substantial amount of
debt held by subsidiaries, as well as the unsecured nature of the
bond.

-- S&P said, "In our hypothetical default scenario, we assume that
a large existing global sugar stock, coupled with a plethoric
sugarcane harvest in India and Brazil (the world's two biggest
exporters of sugar) would bring global sugar prices down toward new
historical lows. In addition, if it becomes more favorable to
produce sugar than ethanol from sugarcane, this would further
pressure global sugar prices, challenging Tereos' margin in its
Brazilian and European operations."

Simulated default assumptions

-- Year of default: 2023

-- EBITDA at emergence: EUR412.6 million (minimum capex is assumed
to be 6% of revenue or EUR280.6 million; scheduled debt
amortization EUR49.6 million; -10 % cyclicality adjustment, which
is standard for the sector; -25% of operational adjustment to model
the emergence EBITDA decline versus reference EBITDA for the 'BB-'
rating category).

-- Implied EBITDA multiple: 5x

-- Implied stressed valuation: EUR2.063 billion

Simplified waterfall

-- Net emergence value (after 5% administrative costs): EUR1.96
billion
-- Estimated priority & first-lien debt claims: EUR1.46 billion*
-- Total value available to unsecured claims: EUR500 million
-- Senior unsecured debt and pari passu claims: EUR1.61 billion*
-- Recovery range: 30%-40% (Rounded estimates 30%)
-- Recovery ratings: 4

*Notes: All debt amounts include six months of prepetition
interest




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G E R M A N Y
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CHEPLAPHARM ARZNEIMITTEL: Fitch Assigns 'B+' LT IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned German-based pharmaceuticals company
Cheplapharm Arzneimittel a first-time Long-Term Issuer Default
Rating of 'B+' with Stable Outlook. It has also assigned an
expected 'BB-(EXP)'/'RR3' rating to the company's senior secured
facilities comprising a term loan B (TLB) and a revolving credit
facility (RCF). The assignment of final rating is contingent on the
receipt of final documents conforming to information already
received.

The 'B+' IDR reflects Cheplapharm's niche operations with a
concentrated product portfolio. It also reflects a scalable
asset-light business model with strong operating and cash flow
margins and adequate financial profile with funds from operations
adjusted gross leverage of around 5.0x. The Stable Outlook
encapsulates Cheplapharm's underlying ability to sustain the
company's business model by investing internally generated cash
into new IP rights, thus sustaining its product portfolio and
maintaining a balance between legacy and new products.

KEY RATING DRIVERS

Defensive Operations: The ratings are underpinned by Cheplapharm's
defensive business profile characterised by well-executed
acquisitions of drug IP rights and active product life cycle
management. Fitch takes a positive view of Cheplapharm's highly
visible and predictable revenue and low exposure to competition,
despite gradual sales erosion as the company's drugs enter the
final stage of their economic life.

The business model relies on active value management of IP rights,
as well as a continuous addition of new products to sustain the
value of the product portfolio. Fitch views both organic and
acquisitive aspects of the IP rights portfolio management as
carrying low-to-moderate execution risks. This is evident in
Cheplapharm's strong trading performance, although it sees growing
operational complexity stemming from the fast pace of acquisitive
growth.

Moderately Rising Execution Risks: Execution risks have increased
moderately due to an extended period of uninterrupted rapid,
largely debt-funded, growth. A marked business expansion to EUR291
million in 2018 from EUR80 million in revenue in 2015 with a
simultaneous increase in EBITDA to EUR165 million from EUR38
million, in combination with sustainably strong margins, points to
a well-executed business strategy with a focus on disciplined asset
selection and integration. At the same time this accelerated growth
requires greater resource allocation and management to ensure a
consistent quality of product selection and integration, while the
company operates on a leveraged capital structure.

Healthy Operating Profitability: With EBITDA margins projected at
around 50% over the next four years, the company ranks among the
most profitable in Fitch's low non-investment grade portfolio.
Fitch expects these healthy profitability levels will be maintained
given Cheplapharm's ability to continuously add new products, which
could be funded from internal cash flows and/or by using a
committed RCF of EUR310 million.

Strong Cash Conversion, FCF Generation: Fitch projects free cash
flows (FCF) at or above EUR 100 million a year up to 2022. This, in
its view, would be sufficient to ensure sustainability of
Cheplapharm's operations in balancing the gradually declining
earnings contribution from legacy products with the addition of new
IP rights. Although Fitch does not expect free cash flow (FCF) to
be applied towards voluntary debt reduction, it equally sees little
risk of value being taken out of the business in form of dividend
given founders' long-term commitment to the business. Fitch
therefore views FCF as a key factor in supporting the IDR at 'B+',
mitigating scale and concentration risks.

Aggressive Financial Policy: Cheplapharm's extensive growth
strategy has been funded largely with debt. At the same time, the
currently placed TLB issue of EUR150 million with loosening
underwriting standards offers weaker creditor protection with no
maintenance financial covenants and the ability to repeatedly raise
incremental debt. Fitch regards such debt-biased financial policy
and limited credit protection in the documentation as aggressive,
resulting in the risk of further accelerating leverage,
particularly given rising execution risks in a fast-growing
company.

Concentrated Portfolio, Albeit Slowly Improving: The period of
rapid growth has translated into gradually receding product
concentration risks, although projected contribution from to the
company's top three products at 37% (42% in 2018) remains material,
even in comparison with other low-speculative grade peers. This
concentration risk could lead to a permanent material loss of
revenue, earnings and cash flows in case of an individual product
failure. This is, however, somewhat mitigated by the products' wide
geographic distribution.

Leverage Aligned With Rating: Fitch views the FFO adjusted gross
leverage of around 5.0x as appropriate for the rating, both against
peers' as well as in the framework of Fitch's Ratings Navigator for
Pharmaceutical Companies. Given the company's desire to further
grow and diversify, in its analysis of the financial risk profile,
Fitch has assumed the full and gradual drawdown of the RCF between
2020 and 2022. Assuming a disciplined and targeted approach to M&A,
Fitch expects this will lead to a balanced operating and financial
contribution from the acquisitions to the company's credit
profile.

Ratings Constrained by Scale: The ratings will remain confined to
the 'B' rating category by a lack of scale. Although the
buy-and-build strategy pursued by the founding shareholders has led
to accelerated business growth, it will likely take several years
before the business can reach some sector relevance, even on a
national scale, with revenue exceeding EUR 1 billion. Fitch
therefore does not envisage an upgrade in the medium term.

DERIVATION SUMMARY

Fitch approaches Chelplapharm's rating analysis in the context of
the Ratings Navigator for pharmaceutical companies. The IDR of 'B+'
reflects Cheplapharm's defensive business profile with resilient
and predictable earnings, as well as high operating margins and
strong FCF conversion due to the asset-light business model.

Fitch sees Chaplapharm's stronger credit profile than the
specialist pharmaceutical company IWH UK Finco Ltd (IWH, B/Stable)
as warranting a one-notch difference due to the company's higher
operating and cash flow margins, in combination with a more
conservative financial profile with an FFO adjusted gross leverage
of 5.0x against IWH's's 6x. Fitch also regards Chaplapharm as being
a stronger credit in comparison with generics producer Nidda BondCo
GmbH (Stada, B/Stable), despite its much smaller scale and more
concentrated portfolio, which are, however, offset by very strong
operating and cash flow profitability and adequate credit metrics.
On the contrary, Stada's rating is burdened by an excessive
leverage profile with an FFO adjusted gross leverage of around 10x,
before gradually declining to 8.0x in the medium term as its FCF
reaches mid-to-high-single digits.

KEY ASSUMPTIONS

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

- Revenue growth in excess of 20% in 2019- 2020, driven by prior
   years' acquisitions, before decelerating to 10% from 2021 on
   slower M&A. Revenue to remain impacted by TSA-related sales

- EBITDA margin gradually declining to 49% by 2022 from 54% in
   2019

- Residual capex of EUR4 million in connection with HQ extension,
   and EUR1 million for maintenance thereafter

- EUR250 million of IP rights purchased in 2019 followed by
   EUR100 million a year during 2020-2022 funded by corresponding
   RCF drawdowns

- Trade working capital outflows of between EUR30 million and
   EUR45 million a year

- No dividend payments

RECOVERY RATING ESTIMATES

Above-average Recovery Prospects: In its distressed scenario,
Cheplapharm would likely be sold or restructured as a going concern
rather than liquidated given the asset-light business model. In
arriving at a post-restructuring EBITDA, Cheplapharma's pro-forma
EBITDA (adjusted for five recently closed acquisitions) of EUR215
million was discounted by 35%, a level at which the company would
be in an unsustainable capital structure, triggering some form of
debt restructuring. Fitch then applied a distressed enterprise
value (EV)/EBITDA multiple of 5.5x, reflecting the underlying value
of the company's portfolio of IP rights.

The recovery outcome in such a distressed scenario for the senior
secured facilities, comprising the EUR980 million TLB and the
EUR310 million RCF is 'BB-(EXP)'/'RR3'/54%.

RATING SENSITIVITIES

An upgrade to 'BB' rating category is not envisaged in the medium
term until a more sector critical size with revenue in excess of
EUR 1 billion has been reached in combination with a conservative
FFO adjusted gross leverage at around 4.0x and FCF remaining
strong

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

  - Unsuccessful management of individual pharmaceutical IP
    rights leading to material permanent loss of revenue and
    EBITDA margins declining towards 40%

  - Continuously declining FCF

  - FFO adjusted gross leverage sustainably above 6.0x,
    signaling a more aggressive financial policy

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity for Acquisitions: Cheplapharm's strong cash
generation, which Fitch estimates at EUR100 million in 2019, and
increasing to EUR150 million per year by 2022, will contribute
towards growing organic liquidity of EUR500 million by 2022. The
company also benefits from a sizeable committed RCF of EUR310
million, which further enhances available liquidity headroom. Fitch
estimates most of the cash will be applied toward acquisition of IP
rights, as opposed to debt reduction.

In its assessment of freely available cash, Fitch deducts EUR10
million of minimum liquidity required for operations in 2018, EUR15
million in 2019-2020 and to EUR20 million in 2021-2022, as the
business gains scale.


DEA GROUP: S&P Withdraws 'BB-' LongTerm Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings withdrew its 'BB-' long-term issuer credit
rating on German-based oil and gas company DEA Group (L1E Finance
GmbH & Co. KG) at the company's request.

In May 2019, the company announced the completion of the merger
with Wintershall, and redeemed its EUR400 million senior unsecured
notes. Therefore, the company no longer has any publicly traded
debt obligations.

At the time of the withdrawal, S&P's rating on DEA was on
CreditWatch with positive implications.


SENVION SA: Moody's Cuts CFR to Ca & EUR400MM Secured Notes to C
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of the German wind turbine manufacturer Senvion S.A. to Ca
from Caa3. At the same time, Moody's has revised the group's
probability of default rating to Ca-PD/LD from Ca-PD. Concurrently,
Moody's downgraded to C from Ca the rating of the EUR400 million
senior secured notes due 2022 issued by Senvion Holding GmbH. The
outlook remains negative.

RATINGS RATIONALE

Moody's views the non-payment of interest due on the senior secured
notes on 2nd May 2019, after considering the grace period of 30
days, as a default. Consequently, the PDR is appended with the
"/LD" (limited default) designation, which will remain until the
company resolves the missed payment. The company, which filed for
self-administration insolvency proceedings in April, continues its
business operations supported by a EUR100 million
debtor-in-possession (DIP) facility signed with its lenders and
main bond holders. This allows the group to proceed with the
comprehensive restructuring process initiated at the beginning of
this year. The ratings reflect that this may lead to a meaningful
loss to the current noteholders.

Senvion's CFR is constrained by (1) the unsustainable capital
structure and declining profitability, driven by the structurally
low profitability of the consolidating and intensely competitive
wind turbine industry as well as some loss-making projects, (2) the
limited product and end-industry diversification with more than 75%
of revenues (for the 12 months ended September 2018) stemming from
the installation of new wind turbines and (3) some geographical
concentration with Senvion's historical key markets of Germany,
France and the UK still representing 55% of new installations and
46% of its revenue in 2017.

STRUCTURAL CONSIDERATIONS

Senvion GmbH, the core operational entity of the group, is fully
owned by Senvion Holding GmbH, an intermediate holding company,
indirectly owned by Senvion S.A.. Senvion Holding GmbH's EUR400
million senior secured notes due 2022 are rated C, one notch below
the Ca CFR. This principally reflects the subordinated position of
the notes with regards to (1) the super-senior secured EUR100
million DIP facility and (2) the super senior secured syndicated
facility (that is EUR125 million in a revolving credit facility and
EUR825 million in a letter of guarantee facility) in a default
scenario, even though the facility and the notes share the same
guarantor and collateral package. The EUR825 million letter of
guarantee facility, although not a cash credit and thus not
included in its Loss Given Default waterfall assessment, also
enjoys a super seniority status versus the notes.

RATIONALE FOR OUTLOOK

The negative outlook reflects the execution risk of a debt
restructuring and the risk of a liquidation with very low recovery
for the creditors.

WHAT COULD CHANGE THE RATING UP/DOWN

The CFR of Senvion could be downgraded should the recovery for
Senvion's debt be very low.

An upgrade of Senvion's ratings appears unlikely before its
indebtedness is reduced to a more sustainable level.

LIST OF AFFECTED RATINGS

Issuer: Senvion Holding GmbH

Downgrades:

BACKED Senior Secured Regular Bond/Debenture, Downgraded to C
(LGD-5) from Ca (LGD-4)

Outlook Action:

Outlook, Remains Negative

Issuer: Senvion S.A.

Affirmation:

Probability of Default Rating, Affirmed Ca-PD /LD (/LD appended)

Downgrade:

LT Corporate Family Rating, Downgraded to Ca from Caa3

Outlook Action:

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

COMPANY PROFILE

Senvion S.A. is a publicly quoted entity and the ultimate holding
company of the Senvion group. Headquartered in Hamburg, Germany,
Senvion is one of the leading manufacturers of wind turbine
generators (WTGs). The group develops, manufactures, assembles and
installs WTGs with nominal outputs ranging from 2.0 MW to 6.3 MW,
covering all wind classes in both onshore and offshore markets.
Moody's note that Senvion can also occasionally partner with its
clients via codevelopment/coinvestment projects. Senvion has a
workforce of about 4,500 worldwide and generated revenue of close
to EUR1.4 billion during the twelve months period to September
2018, with cumulative global installed capacity of around 18.1 GW.
In March 2016, private equity firm Centerbridge Partners sold a
stake of around 26.4% in Senvion S.A. to private investors in an
initial public offering.




===========
G R E E C E
===========

EPIHIRO PLC: Moody's Confirms B2 Rating on EUR785.6MM Class A Notes
-------------------------------------------------------------------
Moody's Investors Service has confirmed the rating on the following
notes issued by EPIHIRO PLC:

  EUR1,623M (current outstanding balance 785.6M) Class A
  Notes, Confirmed at B2 (sf); previously on Mar 8, 2019
  B2 (sf) Placed Under Review Direction Uncertain

EPIHIRO PLC, issued in May 2009, is a collateralised loan
obligation (CLO) backed by a portfolio of bond / loans which have
been advanced by Alpha Bank AE ("Alpha Bank" (Caa1 / NP)) to medium
and large enterprises located in Greece. Alpha Bank acts as the
Seller and Servicer of the underlying loans and as Greek Account
Bank in respect of the Collection Account Bank and Reserve Account
Agreement opened in the name of the Issuer. The transaction's
reinvestment period has been extended several times since closing
and is now scheduled to end in January 2022.

RATINGS RATIONALE

The transaction is managed to model (using CDOROM) by the Seller
with reference to the CDOROM Condition. There have in the past been
changes to the trigger level of the Moody's Metric test within the
CDOROM Condition. In its base case, Moody's assumed that the
Moody's Metric determined by the Cash Manager as part of the CDOROM
Condition would be at the trigger level of the test (equivalent to
a model-indicated B2 rating on the Class A Notes).

Following the upgrade to Greece's Bond Country Ceiling, Moody's has
not been informed of any plans to change the counterparties to the
transaction and Alpha Bank has confirmed the list of counterparties
involved in the transaction.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as Alpha Bank acting as Greek Account
Bank, using the methodology "Moody's Approach to Assessing
Counterparty Risks in Structured Finance" published in January
2019. Moody's concluded the ratings of the notes are not
constrained by these risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. CLO notes' performance may also be impacted either
positively or negatively by 1) the manager's investment strategy
and behaviour and 2) divergence in the legal interpretation of CDO
documentation by different transactional parties because of
embedded ambiguities. The evolution of the associated
counterparties risk (specifically any upgrade or downgrade of the
ratings of the Greek Account Bank), the level of credit enhancement
and Greece's country risk could also impact the notes' rating.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.




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

BLACKROCK EUROPEAN VIII: Fitch Rates EUR11MM Class F Notes 'B-sf'
-----------------------------------------------------------------
Fitch Ratings has assigned Blackrock European CLO VIII Designated
Activity Company final ratings, as follows:

EUR2,000,000 Class X: 'AAAsf'; Outlook Stable

EUR240,000,000 Class A-1: 'AAAsf'; Outlook Stable

EUR8,000,000 Class A-2: 'AAAsf'; Outlook Stable

EUR20,000,000 Class B-1: 'AAsf'; Outlook Stable

EUR20,000,000 Class B-2: 'AAsf'; Outlook Stable

EUR7,000,000 Class C-1: 'Asf'; Outlook Stable

EUR12,000,000 Class C-2: 'Asf'; Outlook Stable

EUR7,000,000 Class C-3: 'Asf'; Outlook Stable

EUR11,000,000 Class D-1: 'BBB-sf'; Outlook Stable

EUR13,000,000 Class D-2: 'BBB-sf'; Outlook Stable

EUR21,000,000 Class E: 'BBsf'; Outlook Stable

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

EUR36,500,000 subordinated notes: 'NRsf'

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

KEY RATING DRIVERS

'B' Portfolio Credit Quality

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

High Recovery Expectations

At least 96% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-calculated weighted average recovery rate (WARR) of the
identified portfolio is 67%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors is 16% or
23% of the portfolio balance, depending on the matrix chosen by the
manager. The transaction also includes limits on maximum industry
exposure based on Fitch's industry definitions. The maximum
exposure to the three-largest Fitch-defined industries in the
portfolio is covenanted at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive obligor
concentration.

Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions'. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Limited Interest-Rate Risk

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

RATING SENSITIVITIES

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

A 25% reduction in recovery rates would lead to a downgrade of up
to five notches for the class E notes and a downgrade of up to two
notches for the other rated notes.


BLACKROCK EUROPEAN VIII: Moody's Rates EUR11MM Class F Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by BlackRock European
CLO VIII Designated Activity Company:

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

EUR240,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

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

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

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

EUR7,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR12,000,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR7,000,000 Class C-3 Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned A2 (sf)

EUR11,000,000 Class D-1 Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

EUR13,000,000 Class D-2 Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned Baa3 (sf)

EUR21,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Ba2 (sf)

EUR11,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

As described in its methodology, the ratings analysis considers the
risks associated with the CLO's portfolio and structure. In
addition to quantitative assessments of credit risks such as
default and recovery risk of the underlying assets and their impact
on the rated tranche, its analysis also considers other various
qualitative factors such as legal and documentation features as
well as the role and performance of service providers such as the
collateral manager.

The Issuer is a managed cash flow CLO. At least 96% of the
portfolio must consist of senior secured obligations and up to 4%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be approximately 85% ramped as of the
closing date and to comprise predominantly corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the 7 month ramp-up period in
compliance with the portfolio guidelines.

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

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

In addition to the twelve classes of notes rated by Moody's, the
Issuer issued EUR 36.5m of Subordinated Notes which are not rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR 400,000,000

Diversity Score: 49

Weighted Average Rating Factor (WARF): 2895

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.

CARLYLE GLOBAL 2016-2: Moody's Rates EUR25MM Class D-R Notes 'Ba2'
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Carlyle
Global Market Strategies Euro CLO 2016-2 Designated Activity
Company:

EUR232,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aaa (sf)

EUR24,000,000 Class B-R Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned A2 (sf)

EUR19,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned Baa2 (sf)

EUR25,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned Ba2 (sf)

At the same time, Moody's affirmed the ratings of the outstanding
notes which have not been refinanced:

EUR59,000,000 Class A-2 Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Dec 15, 2016 Definitive
Rating Assigned Aa2 (sf)

EUR11,500,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed B2 (sf); previously on Dec 15, 2016 Definitive
Rating Assigned B2 (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 its methodology.

The Issuer issued the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes,
Class B Notes, Class C Notes and Class D Notes, due, previously
issued on 15 December 2016. On the refinancing date, the Issuer has
used the proceeds from the issuance of the refinancing notes to
redeem in full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR 59.0
million of Class A-2 Notes, EUR 11.5 million of Class E Notes and
EUR 44.5 million of subordinated notes, which will remain
outstanding. The terms and conditions of the Class A-2 Notes, the
Class E Notes and the subordinated notes have been amended in
accordance with the refinancing notes' conditions.

As part of this refinancing, the Issuer has set the weighted
average life to 6.5 years and has revised the concentration
limitations on senior secured loans or bonds as well as fixed rate
assets. In addition, the Issuer has amended the base matrix that
Moody's has taken into account for the assignment of the definitive
ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10.0% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is fully ramped as of the closing
date.

CELF Advisors LLP ("CELF") 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 remaining 1.6-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations.

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: EUR 398,877,384

Defaulted Par: EUR 0 as of 15 May 2019

Diversity Score: 48

Weighted Average Rating Factor (WARF): 3,113

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 5.50%

Weighted Average Recovery Rate (WARR): 45.8%

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 and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.

CARLYLE GLOBAL 2016-2: S&P Assigns B- Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Carlyle Global
Market Strategies Euro CLO 2016-2 DAC's class A-1-R, B-R, C-R, and
D-R notes, and affirmed its ratings on the class A-2 and E notes.

On June 6, 2019, the issuer refinanced the original class A-1, B,
C, and D notes by issuing replacement notes of the same notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except for the following:

-- The replacement notes have a lower spread over Euro Interbank
Offered Rate (EURIBOR) than the original notes.

-- The portfolio's maximum weighted-average life has been extended
by one year.

-- In accordance with the portfolio profile tests, the fixed rate
bucket of assets has been extended to a maximum of 10% from 5%.

The ratings assigned to Carlyle Global Market Strategies Euro CLO
2016-2's refinanced notes reflect our assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
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 documented counterparty replacement and
remedy mechanisms adequately mitigate its exposure to counterparty
risk under our current counterparty criteria.

Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in S&P's criteria.

S&P said, "We also consider that 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 that our ratings are
commensurate with the available credit enhancement for the class
A-1-R, B-R, C-R, and D-R notes."

Carlyle Global Market Strategies Euro CLO 2016-2 is a broadly
syndicated collateralized loan obligation (CLO) managed by CELF
Advisors LLP.

  Ratings List

  Carlyle Global Market Strategies Euro CLO 2016-2 DAC

  Class Rating         Amount
                     (mil. EUR)
  A-1-R AAA (sf) 232.00
  B-R A (sf)          24.00
  C-R  BBB (sf)        19.00
  D-R  BB (sf)         25.00
  A-2  AA (sf)         59.00
  E     B- (sf)         11.50


PEMBROKE PROPERTY: Fitch Rates EUR18.2MM Class F Notes 'Bsf'
------------------------------------------------------------
Fitch Ratings has assigned Pembroke Property Finance Designated
Activity Company's notes final ratings as follows:

EUR108.1 million Class A: 'Asf'; Outlook Stable

EUR14.8 million Class B: 'A-sf'; Outlook Stable

EUR26.2 million Class C: 'BBBsf'; Outlook Stable

EUR19.3 million Class D: 'BB+sf'; Outlook Stable

EUR22.7 million Class E: 'BBsf'; Outlook Stable

EUR18.2 million Class F: 'Bsf'; Outlook Stable

EUR24.1 million Class Z: 'NRsf'

Since the assignment of expected ratings, the loan pool has
increased by EUR4.65 million due to further advances (net of loan
repayments and amortisation) to existing borrower groups. The
further advances will count towards the permitted 15% threshold.
The capital structure has been updated but other information in the
commentary remains as of March 26, 2019.

The transaction is a securitisation of 139 commercial and
residential mortgage loans to 78 borrower groups backed by a
diversified portfolio of 244 Irish properties. The originator and
seller, Finance Ireland Credit Solutions DAC (FI), advanced the
loans, each consisting of cross collateralised credit lines
advanced to a single corporate/retail borrower.

KEY RATING DRIVERS

Extraordinary Property Market Volatility

Irish commercial real estate rental values and yields are volatile.
Strong rental growth at the start of the century preceded a severe
reversal in the aftermath of the global financial crisis in 2008,
with yields also spiking higher. This contributed to highly
conservative rental value decline (RVD) and cap rate assumptions in
many sub-markets. Similar trends occurred in residential markets,
with a pre-crisis construction boom delivering extraordinary market
value declines. In recent years, all prime real estate markets have
recovered, with rents mostly close to or even above trend.

Unhedged Floating-Rate Loans

The vast majority of loans in the pool are unhedged floating-rate
loans. Unless rents also rise, a material increase in Euribor would
squeeze borrower affordability, albeit from initially high levels
of debt service coverage, and could lead to significant defaults
and losses. In Fitch's analysis, rising interest rates drive early
default timing, reducing the benefit of scheduled amortisation.

Flexibility before March 2022

Prior to the first optional redemption date, FI can add further
advances (up to 15% of the original pool) funded by principal
receipts (including from loan buybacks) and alter existing loans
via product switches (5%) and maturity refinancing (20%, for up to
10 years). Flexibility is subject to various rules and extendable
loans are mainly structured with up to 30-year annuity schedules.
Fitch's analysis includes some headroom for deterioration in pool
credit quality that may result from such flexibility.

Prudent Liability Structure

High day-one excess spread allows for sequential note repayment.
The issuer ought to de-leverage once the loan pool becomes static
from March 2022 and all excess spread is used to repay the notes.
Borrowers should also shed risk on account of scheduled
amortisation, provided interest rates remain low enough and subject
to property depreciation.

KEY PROPERTY ASSUMPTIONS (all by market value)

'Bsf' weighted average (WA) cap rate: 6.8%

'Bsf' WA structural vacancy: 16.5%

'Bsf' WA rental value decline: 7.7%

'BBsf' WA cap rate: 7.4%

'BBsf' WA structural vacancy: 19.4%

'BBsf' WA rental value decline: 12.6%

'BBBsf' WA cap rate: 8%

'BBBsf' WA structural vacancy: 23.1%

'BBBsf' WA rental value decline: 18.8%

'Asf' WA cap rate: 8.7%

'Asf' WA structural vacancy: 27.1%

'Asf' WA rental value decline: 25.9%

The RVD assumptions were applied in all interest rate scenarios.


PEMBROKE PROPERTY: S&P Assigns BB Rating on Class F Notes
---------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Pembroke Property
Finance DAC's class A, B, C, D, E, and F notes. At closing,
Pembroke Property Finance also issued unrated class Z notes.

The transaction is a commercial mortgage-backed securities (CMBS)
transaction backed by a pool of seasoned small commercial real
estate loans secured on commercial properties located throughout
Ireland and originated by Finance Ireland Credit Solutions DAC
(FICS). FICS is a subsidiary of Finance Ireland, which is jointly
owned by the Ireland Strategic Investment Fund (33%), PIMCO (32%),
and its management and third parties (35%).

The issuer purchased the portfolio from FICS and obtained the
beneficial title to the mortgage loans.

The issuer used part of the proceeds from the class Z notes to fund
a liquidity reserve at 5.5% of the class A initial note balance.
This reserve can be used to cover shortfalls in cash available to
pay the senior expenses and, while the class A notes are
outstanding, coupons on the class A notes. This reserve reduces in
line with the class A balance subject to a floor of 2%.

As the class A notes redeem, the amounts released from the
liquidity reserve are transferred to a second reserve that, upon
full redemption of the class A notes, is available to cover the
senior expenses and coupons on the class B to F notes.

To satisfy EU and U.S. risk retention requirements, the seller held
a portion of the class Z notes in an aggregate amount equal to at
least 5% of the outstanding principal balance of the initial
portfolio.

S&P said, "In our analysis, we evaluated the underlying real estate
collateral securing the loan to generate an expected-case value.
Our analysis focused on sustainable property cash flows and
capitalization rates. We assumed that a real estate workout would
be required throughout the five-year tail period (the period
between the maturity date of the loan that matures last and the
transaction's final maturity date) needed to repay noteholders if
the respective borrowers defaulted. We then determined the loan
recovery proceeds applying a recovery proceeds rate at each rating
level. This analysis begins with the adoption of base market value
declines and recovery rate assumptions for different rating levels.
At each rating category, we adjusted the base recovery rates to
reflect specific property, loan, and transaction characteristics.

"We aggregated the derived recovery proceeds above for each loan at
each rating level and compared them with the proposed capital
structure.

"With regard to the class B to F notes, our expected recoveries
from the underlying properties could support higher rating levels,
based on our criteria. However, for these classes of notes, a
one-notch downward adjustment to our analysis recognizes this
transaction structure differs from that typically seen in European
CMBS, where a static asset base secures a known quantum of debt. In
contrast, this transaction incorporates an increased level of
operational flexibility (subject to certain asset conditions), and
the one-notch downward adjustment seeks to consider the additional
risks to the overall credit quality posed by FICS's ability to act
in a more flexible manner (relative to more traditional European
CMBS).

"Given the level of credit enhancement and the low note-to-value
ratio for the class A notes, we have considered that a one-notch
adjustment was not warranted.

"Our credit ratings on the notes reflect our assessment of the
transaction's payment structure, cash flow mechanics, and legal
characteristics and an analysis of the transaction's counterparty
and operational risks. Subordination and the reserve account
provide credit enhancement to the notes. Taking these factors into
account, we consider the available credit enhancement for the rated
notes to be commensurate with the credit ratings that we have
assigned."

  RATINGS ASSIGNED
  
  Pembroke Property Finance DAC

  Class       Rating      Amount (mil. EUR)
  A           AAA (sf)              108.1
  B           AA+ (sf)               14.8
  C           AA (sf)                26.2
  D           A+ (sf)                19.3
  E           BBB+ (sf)              22.7
  F           BB (sf)                18.2
  Z           NR                     24.1

  NR--Not rated.


ST. PAUL XI: Fitch Gives B-(EXP) Rating to EUR9.8MM Class F Debt
----------------------------------------------------------------
Fitch Ratings has assigned St. Paul's CLO XI DAC expected ratings,
as follows:

EUR1,500,000 Class X: 'AAA(EXP)sf'; Outlook Stable

EUR248,000,000 Class A: 'AAA(EXP)sf'; Outlook Stable

EUR14,000,000 Class B-1: 'AA(EXP)sf'; Outlook Stable

EUR20,00,000 Class B-2: 'AA(EXP)sf'; Outlook Stable

EUR10,000,000 Class C-1: 'A(EXP)sf'; Outlook Stable

EUR18,000,000 Class C-2: 'A(EXP)sf'; Outlook Stable

EUR26,000,000 Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR23,000,000 Class E: 'BB-(EXP)sf'; Outlook Stable

EUR9,800,000 Class F: 'B-(EXP)sf'; Outlook Stable

EUR40,900,000 subordinated notes: 'NR(EXP)sf'

St. Paul's CLO XI DAC is a cash flow collateralised loan obligation
(CLO). Net proceeds from the notes will be used to purchase a
EUR400 million portfolio of mainly euro-denominated leveraged loans
and bonds. The transaction will have a 4.5-year reinvestment period
and a weighted average life of 8.5 years. The portfolio of assets
will be managed by Intermediate Capital Managers Limited.

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

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the 'B'
category. The Fitch-calculated weighted average rating factor
(WARF) of the underlying portfolio is 32.7.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-calculated weighted average recovery rate (WARR) of the
identified portfolio is 66.5%.

Diversified Asset Portfolio

The transaction includes four Fitch matrices that the manager may
choose from, corresponding to the top 10 obligor limits at 18% and
26.5% as well as maximum allowances of fixed-rate assets of 0% and
15%, respectively. The covenanted maximum exposure to the top 10
obligors for assigning the expected ratings is 20% of the portfolio
balance. These covenants ensure that the asset portfolio will not
be exposed to excessive obligor concentration.

Portfolio Management:

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Unhedged Non-Euro Assets Exposure:

The transaction is allowed to invest up to 2.5% of the portfolio in
non-euro-denominated primary market assets without entering into an
asset swap on settlement, subject to principal haircuts. Unhedged
assets may only be purchased if the collateral principal amount,
considering the applicable haircuts, is above the reinvestment
target par balance. Additionally, the overcollateralisation test
calculation does not give credit to assets left unhedged for more
than 180 days after settlement

Cash Flow Analysis

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

RATING SENSITIVITIES

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

A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the class E notes and a downgrade of up to two
notches for the other rated notes.


ST. PAUL XI: Moody's Gives (P)B3 Rating on EUR9.8MM Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by St. Paul's
CLO XI DAC:

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

  EUR248,000,000 Class A Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aaa (sf)

  EUR14,000,000 Class B-1 Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aa2 (sf)

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

  EUR10,000,000 Class C-1 Senior Secured Deferrable Floating Rate
  Notes due 2032, Assigned (P)A2 (sf)

  EUR18,000,000 Class C-2 Senior Secured Deferrable Fixed Rate
  Notes due 2032, Assigned (P)A2 (sf)

  EUR26,000,000 Class D Senior Secured Deferrable Floating Rate
  Notes due 2032, Assigned (P)Baa3 (sf)

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

  EUR9,800,000 Class F Senior Secured Deferrable Floating Rate
  Notes due 2032, Assigned (P)B3 (sf)

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

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 70-80% ramped as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the 6 month ramp-up period in compliance with the
portfolio guidelines.

Intermediate Capital Managers Limited will manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 4.5-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations or credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by EUR375,000 over the 4 payment dates
starting on the 2nd payment date.

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR40,900,000 of Subordinated Notes which will
not be rated.

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

Methodology underlying the rating action:

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

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

The 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.




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

BANCA POPOLARE DEELL'ALTO: Fitch Affirms BB+ IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Banca Popolare dell'Alto Adige S.p.A.'s
Long-Term Issuer Default Rating at 'BB+' and Viability Rating at
'bb+'. The Outlook on the IDR is Stable.

KEY RATING DRIVERS

IDRS AND VR

The ratings of Volksbank reflect its regionally concentrated
franchise in the wealthy province of Bolzano and less diversified
business model than larger domestic players' and some of its direct
peers'. The ratings also reflect the bank's good progress in
reducing impaired loans, which significantly reduced capital at
risk from unreserved impaired loans, stable funding and liquidity
profile, albeit with limited diversification, and modest
profitability. Other factors taken into account include the bank's
above-average risk concentration from its large exposure to Italy's
sovereign debt.

Volksbank's impaired loans ratio decreased to 8.8% at end-2018 -
after peaking at 15.8% at end-2016 - a level that is comparable to
before the acquisition of Banca Popolare di Marostica (Marostica).
During 2018 Volksbank accelerated impaired loan reduction due to
selected disposals and more efficient workouts, while new impaired
loan inflows also slowed. Fitch expects reduction in impaired loans
to continue, although at a slower pace than in the past two years,
as the bank could prioritise higher coverage on impaired loans,
which at 54% at end-2018 was below domestic average.

In its assessment of the bank's risk appetite, Fitch also considers
its above-sector average exposure to Italy's sovereign debt (above
2x Fitch Core Capital (FCC) at end-2018), which results in
heightened risk concentration.

Volsbank's capitalisation is maintained with satisfactory buffers
above minimum requirements. The bank's FCC ratio of 11% and its
phased-in CET1 ratio of 13.3% at end-2018 were well above the 2019
Supervisory Review and Evaluation Process requirement. Capital
encumbrance by unreserved impaired loans was reduced substantially
to 43%, from 65% at end-2017, and compares well domestically, but
remains fairly high by international standards.

Higher commission income and earnings from securities investments
mitigated pressure on operating profitability from lower customer
spreads over the past few years. The bank has good control over its
cost base, although material improvements in operating efficiency
are difficult to achieve given its small size. Fitch expects
gradual improvement in Volksbank's operating profitability for
2019, although this is sensitive to the bank's ability to deliver
its business plan and vulnerable to changes in interest rate and
business cycles.

Volksbank's funding and liquidity profile is largely supported by a
stable and growing deposit base, which has outpaced loan growth in
recent years, resulting in an improved loans-to-deposits ratio to
just above 110% at end-2018 (119% at end-2017). However, wholesale
funding is limited and fairly undiversified by instrument.
Liquidity buffers are adequate but slightly tighter than at other
medium-sized banks.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that, although external support is possible,
it cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign if the bank
becomes non-viable. The EU's Bank Recovery and Resolution Directive
and the Single Resolution Mechanism for eurozone banks provide a
framework for the resolution of banks that requires senior
creditors to participate in losses, if necessary, instead of or
ahead of a bank receiving sovereign support.

DEPOSIT RATING

Volksbank's Long-Term Deposit Rating is in line with the bank's
Long-Term IDR. Fitch believes that the bank's current buffer of
qualifying junior and senior debt do not provide sufficient
protection to uninsured deposit since they are likely to decline in
the foreseeable future.

SUBORDINATED DEBT

Tier 2 subordinated debt is rated one notch below the VR for loss
severity to reflect its expectation of below-average recovery
prospects. No notching is applied for incremental non-performance
risk because write-down of the notes will only occur once the point
of non-viability is reached and there is no coupon flexibility
before non-viability.

RATING SENSITIVITIES

IDRS AND VR

Volksbank's company profile and moderate franchise mean that upside
for the VR and IDRs is limited. Ratings could be upgraded if the
bank continues to reduce its stock of impaired loans, resulting in
improved capitalisation (including capital encumbrance by
unreserved impaired loans). Evidence of stronger and more stable
operating profitability and more diversified funding, through more
regular access to secured and unsecured institutional markets,
would also benefit the ratings.

The ratings would be downgraded if Volksbank fails to maintain its
asset quality under control and profitability at acceptable levels.
Negative rating pressure could also arise if the bank's capital,
funding and liquidity weaken or from an increased risk appetite
(e.g. excessive growth not accompanied by necessary internal
capital generation).

SR AND SRF

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the banks. In Fitch's view, this is highly unlikely,
although not impossible.

DEPOSIT RATING

The Long-Term Deposit Rating is primarily sensitive to changes in
the banks' Long-Term IDR. It is also sensitive to an increase in
the buffers of senior and junior debt being issued and maintained
by the bank.

SUBORDINATED DEBT

The Subordinated debt's rating is primarily sensitive to changes in
the VR, from which it is notched. The rating is also sensitive to a
change in the notes' notching, which could arise if Fitch changes
its assessment of their non-performance relative to the risk
captured in the VR or their expected loss severity.

The rating actions are as follows:

Long-Term IDR: affirmed at 'BB+', Outlook Stable

Short-Term IDR: affirmed at 'B'

Viability Rating: affirmed at 'bb+'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

Long-Term Deposit Rating: affirmed at 'BB+'

Subordinated debt: affirmed at 'BB'


BANCA POPOLARE DI SONDRIO: Fitch Lowers IDRs to 'BB+/B'
-------------------------------------------------------
Fitch Ratings has downgraded Banca Popolare di Sondrio - Societa
Cooperativa per Azioni's Long-Term Issuer Default Rating to 'BB+'
from 'BBB-' and Viability Rating to 'bb+' from 'bbb-'. The Outlook
on the Long-Term IDR is Stable.

The downgrade reflects the bank's worse-than-expected progress in
reducing impaired loans, which has lagged behind that of its
closest domestic peers. As a result, its asset quality metrics,
including capital encumbrance from unreserved impaired loans, are
weaker than the domestic sector average. Sondrio went from
operating with healthier-than-domestic sector average asset quality
ratios until 2017 to operating with ratios that underperform the
sector average.

KEY RATING DRIVERS

IDRS, VR AND SENIOR PREFERRED DEBT

The ratings of Sondrio reflect its limited progress in improving
asset quality, which remains weak by national and international
standards, and the resulting pressure this has on its acceptable
capitalisation and operating profitability. The ratings also take
into account the bank's adequate franchise in the bank's regions of
operations, which results in stable customer deposits underpinning
a sound funding and liquidity profile.

Sondrio's impaired loans ratio reached a historical high of 15.6%
at end-2018, before slightly declining in 3M19. The deterioration
is in contrast to that of the domestic sector, which showed an
improving trend over the past 18 months, bringing the sector's
impaired loan ratio to around 10% at end-March 2019. Positively,
Sondrio's impaired loan coverage ratio of 57% at end-March 2019 is
sound and remains one of the highest among medium-sized domestic
banks.

Impaired loans formation normalised over the past few years but the
bank's strategy to manage impaired loans through a combination of
recoveries and write-offs, without any meaningful portfolio sales,
has to date failed to materially cut back outstanding impaired loan
volumes. Should the bank continue this strategy, achieving a
substantial reduction in impaired loans in the medium term will
prove challenging given Italy's weak economic prospects, in its
view.

Recent authorisation received by Sondrio to use A-IRB models for
the calculation of regulatory capital ratios has provided it with
capital flexibility to rethink its impaired loan strategy by
accelerating the pace of impaired loan reduction beyond its current
plans. While Fitch would view the shift in its impaired loan
strategy as positive, this would entail execution risks. All this
means that Sondrio might continue to lag the domestic sector's
improving trend and operate with comparatively higher impaired loan
ratios, also by international standards.

Sondrio's capitalisation is maintained with moderate buffers above
the minimum regulatory requirements. The bank's Fitch Core Capital
(FCC) ratio was 12.4% at end-2018 and phased-in CET1 ratio was
12.1% at end-March 2019, well above the Supervisory Review and
Evaluation Process requirement. However, existing buffers over
Pillar 2 total capital requirements are getting thinner. While
regulatory ratios are satisfactory and should soon benefit from the
validation of A-IRB models, Sondrio's capitalisation remains at
risk from unreserved impaired loans and holdings of Italian
sovereign debt, which represented over 60% and 250% of its FCC,
respectively at end-March 2019.

Sondrio's profitability proved variable over the economic cycle.
Its earnings are modest and have in the past few years partly
relied on gains from securities. Fitch believes that improving
profitability in the current low interest rate environment and
Italy's weak economic prospects represents a challenge.

The bank's funding and liquidity profile is sound. Customer
deposits have been stable, benefiting from strong client
relationships. Funding sources are increasingly diversified due to
a higher usage of covered bonds and the recent benchmark issue of
senior preferred debt to institutional investors. Liquidity is
healthy, also when excluding the bank's large utilisation of ECB
facilities.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that, although external support is possible,
it cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign if the bank
becomes non-viable. The EU's Bank Recovery and Resolution Directive
and the Single Resolution Mechanism for eurozone banks provide a
framework for the resolution of banks that requires senior
creditors to participate in losses, if necessary, instead of or
ahead of a bank receiving sovereign support.

DEPOSIT RATING

The Long-Term Deposit Rating is one-notch above Sondrio's Long-Term
IDR because Fitch believes that the probability of default on
deposits is lower than the bank's Long-Term IDR. Subsequent to its
assignment of Long-Term Deposit Rating in April 2019, the bank
increased its total buffer of qualifying junior and senior debt
through senior preferred issuance, which provides sufficient
protection to uninsured depositors in a resolution or liquidation.
The one-notch uplift also reflects its expectation that the bank
will maintain sufficient buffers, given the need to comply with
minimum requirement for own funds and eligible liabilities (MREL).

RATING SENSITIVITIES

IDRS, VR AND SENIOR PREFERRED DEBT

The ratings of Sondrio are sensitive to its ability to materially
reduce its stock of impaired loans without undermining its capital
position. Rating upside would arise in the medium term if Sondrio
sharply accelerates the reduction of impaired loans without eroding
capital ratios and reducing capital encumbrance to unreserved
impaired loans. This would also have to be accompanied by a
structural improvement in operating profitability.

Conversely, the ratings could be downgraded if capital was to
materially deteriorate to support any future impaired loan
reduction, if the bank fails to lower its impaired loan ratio or if
impaired loans inflows increase significantly. The ratings are also
sensitive to deterioration in the bank's funding and liquidity
profile.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the bank. In Fitch's view, this is highly unlikely,
although not impossible.

DEPOSIT RATING

The Long-Term Deposit Rating is primarily sensitive to changes in
the bank's Long-Term IDR. The rating is also sensitive to a
reduction in the size of the senior and junior debt buffers,
although Fitch views this unlikely in light of current and future
regulatory requirements regarding MREL.

The rating actions are as follows:

Long-Term IDR: downgraded to 'BB+' from 'BBB-'; Outlook Stable

Short-Term IDR: downgraded to 'B' from 'F3'

Viability Rating: downgraded to 'bb+' from 'bbb-'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

  Long-term Deposit Rating: affirmed at 'BBB-'

Senior preferred debt: downgraded to 'BB+' from 'BBB-'


ERNA SRL: Moody's Rates EUR18MM Class C Notes 'Ba1'
---------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the debt issuance of ERNA S.R.L.:

  EUR231,000,000 Class A Commercial Mortgage Backed Floating Rate
  Notes due July 2031, Definitive Rating Assigned A2 (sf)

  EUR51,000,000 Class B Commercial Mortgage Backed Floating Rate
  Notes due July 2031, Definitive Rating Assigned Baa3 (sf)

  EUR18,000,000 Class C Commercial Mortgage Backed Floating Rate
  Notes due July 2031, Definitive Rating Assigned Ba1 (sf)

Moody's has not assigned a rating to the Class Z Notes of the
Issuer.

ERNA S.R.L is a true sale transaction backed by four floating rate
loans secured by 648 properties located in Italy. The loans were
granted by Bank of America Merrill Lynch International DAC, Milan
Branch to finance the acquisition of the underlying portfolios or
to refinance existing debt. The largest loan is secured by
warehouses (52%) and offices (43%), whereas the other three loans
are predominantly secured by telephone exchange properties.

RATINGS RATIONALE

Moody's rating action is based on (i) Moody's assessment of the
real estate quality and characteristics of the collateral, (ii)
analysis of the loan terms and (iii) the legal and structural
features of the transaction.

The key parameters in Moody's analysis are the default probability
of the securitised loans (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the securitised loans.
Moody's default risk assumptions are medium low / medium for the
four loans.

The key strengths of the transaction include (i) strong tenant
covenants, for the largest loan, 90% of the gross rental income is
derived from ENEL S.p.A. (Baa2 Stable) and the underlying rental
income from the other three loans is derived from Telecom Italia
S.p.A. (Ba1 Stable), (ii) long weighted average remaining lease
terms of c. 12 years and (iii) strong cash trap triggers, all the
loans benefit from financial covenants which allow the lender to
trap cash if the projected debt yield falls below the relevant
threshold level.

Challenges in the transaction include (i) the majority of the
properties are very bespoke and purpose-built in nature and suited
for the needs of the tenant, (ii) all the loans have exposure to a
single tenant, (iii) the loans do not have any scheduled
amortisation and (iv) the assets are located in Italy, which has a
weaker sovereign credit quality as reflected in a Baa3 Stable
government bond rating.

Moody's loan to value ratios (LTV) range from 66.2% on the largest
loan to 79.5% on both the Ermete and Aries loans. Moody's has
assigned a property grade of 3 (on a Scale of 1 to 5 with 1 being
the best) for all four loans. The Excelsia Nove loan (44.0% of the
loan pool) exhibits the lowest credit risk while the Aries (20.5%)
and Ermete (10.0%) loans are the weakest credits in the pool.

The rating on the Class A Notes is constrained at four notches
above the current Italian government bond rating (Baa3 Stable).
Future changes to the government bond rating will likely result in
a change of the Class A rating.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in November
2018.

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

Main factors or circumstances that could lead to a downgrade of the
ratings are generally (i) a decline in the property values backing
the underlying loans or (ii) an increase in default risk assessment
or (iii) given the exposure to Italy an increase in sovereign
risk.

Main factors or circumstances that could lead to an upgrade of the
rating are generally (i) an increase in the property values backing
the underlying loans, (ii) repayment of loans with an assumed high
refinancing risk, (iii) a decrease in default risk assessment or
(iv) given the exposure to Italy a decline in sovereign risk.




===================
K A Z A K H S T A N
===================

FORTEBANK JSC: S&P Raises ICR to 'B+', Outlook Stable
-----------------------------------------------------
S&P Global Ratings said that it raised its long-term issuer credit
rating on ForteBank JSC to 'B+' from 'B' and affirmed the 'B'
short-term rating. The outlook is stable. S&P also raised the
rating on ForteBank's subordinated debt to 'B-' from 'CCC+'.

At the same time, S&P raised the Kazakhstan national scale rating
on the bank to 'kzBBB' from 'kzBBB-', and it raised the national
scale rating on the bank's subordinated debt to 'kzBB+' from
'kzBB'.

ForteBank has significantly strengthened its competitive position
over the past three years and is now the third largest bank in
Kazakhstan, with 8% market share in terms of assets as of June 1,
2019. S&P said, "Over the past two years, we have observed
increased polarization of the Kazakh banking system, with ForteBank
being one of a few domestic players that were able to improve their
business stability, partly by outcompeting weaker peers. We think
ForteBank's experienced management team and supportive shareholder,
Mr. Bulat Utemuratov, enabled the bank to generate new business of
good quality, proceed with the successful recovery of legacy
problem loans, and increase profitability."

On May 2, 2019, Forte Bank completed the cash acquisition of a
small sister bank, Bank Kassa Nova, owned by the same shareholder.
S&P said, "We think the deal could improve the efficiency of both
banks if they share some back office functions. We also expect the
deal to allow ForteBank to continue its track record of stable core
earnings--that is, net income adjusted for nonrecurring items--in
2019-2021, following a positive trend over the past three years.
Return on assets increased to 1.7% in 2018 from 0.1% in 2015 and
the cost-to-income ratio improved to 48% from 56% over the same
period. We note that the bank's very low provisioning rate boosts
its net income."

S&P said, "We view ForteBank's business stability on a par with two
other banks of a similar size: Kaspi Bank, the leading domestic
consumer finance bank, and corporate-focused SB Sberbank of Russia.
ForteBank has a more balanced business mix than most of its peers,
in our view. About 10% of ForteBank's lending was to retail
mortgages, 42% to other retail loans, 33% to large corporate
clients, and 15% to small and midsize enterprises (SMEs) as of
year-end 2018. Retail and corporate deposits accounted for 48% and
52% of total deposits, respectively, on the same date.

"We expect Fortebank will maintain capitalization at current levels
in 2019-2021 through moderate balance sheet expansion, supported by
decent profit generation. The bank's risk-adjusted capital (RAC)
ratio is likely to stay at about 7.0%-7.5% in 2019-2021. ForteBank,
along with Halyk Bank and Bank Kassa Nova, maintains one of the
strongest forecast RAC ratios among rated Kazakh banks, most of
which have forecast RAC ratios below 7%.

"We view ForteBank's asset quality as weaker than the average for
domestic and international peers because of the high level of
legacy nonperforming loans (NPLs, loans over 90 days overdue),
which were transferred from the failed Alliance Bank and Temirbank.
We consider the 44% provisioning rate on both legacy and new NPLs
at year-end 2018 to be low, taking into account the long collateral
recovery in Kazakhstan. We note positively that ForteBank's NPL
generation under the new management has been lower than peers' over
the past four years." Stage 3 loans were 25.2% for the whole bank,
and Stage 3 loans in the portfolio generated since October 2014
were only 5.3% at year-end 2018.

Kassa Nova's reported asset quality is somewhat better than
ForteBank's, with Stage 3 loans of 14.3%, but its small size means
that it is unlikely to meaningfully change S&P's view of the
combined group's asset quality.

S&P said, "We consider ForteBank's funding to be average relative
to local peers', reflecting the diversified profile of its funding
base, strong positive dynamics of the deposit base over the past
four years, and a stable funding ratio of 148% as of April 1, 2019.
We think the bank's liquidity is sufficient and well-managed. Broad
liquid assets comprised 36% of total assets as of April 1, 2019,
and this ratio is unlikely to decrease materially, in our view.
They covered the bank's short-term wholesale debt with a good
cushion of 6.6x and all customer deposits by 57% as of the same
date.

"The long-term rating on ForteBank is one notch higher than its 'b'
stand-alone credit profile (SACP), reflecting our view that the
bank has moderate systemic importance in Kazakhstan. We base this
on the bank's significant market share in total lending and in
retail deposits, and our assumption that the government is
supportive of the domestic banking sector.

"Our 'B/B' ratings on Kassa Nova are unaffected by the acquisition
because we expect the bank to remain relatively independent, its
strategy will not change materially, and we see its
creditworthiness as similar to ForteBank's. We view Kassa Nova as a
moderately strategic subsidiary of ForteBank, reflecting its status
as a newly acquired subsidiary and its relatively small size
compared to ForteBank (accounting for 9% of ForteBank's capital).
If we were to observe a longer track record of ForteBank's support
to and integration of Kassa Nova, we could view Kassa Nova as
having increased strategic importance. However, this is unlikely to
lead us to raise our ratings on Kassa Nova.

"S&P Global Ratings' stable outlook on Kazakhstan-based ForteBank
JSC reflects our expectation that the bank's business and financial
position will remain broadly unchanged over the next 12 months.

"We could downgrade ForteBank if its capitalization weakens--for
example, if the expected RAC ratio decreases below 7%. This could
occur if the bank demonstrates more rapid asset expansion than in
our base-case scenario or rebalances its assets toward riskier
corporate bonds and loans from more liquid cash and Kazakh
government securities. Pressure on capitalization could also come
from the need to substantially increase provisions on problem loans
if necessitated by the planned asset quality review, for example,
although this is not our base-case assumption.

"We could also take a negative rating action if we thought that the
government would no longer be willing to provide the bank with
timely extraordinary support at a time of stress."

An upgrade is unlikely over our 12-month forecast horizon because
it would likely require a meaningful improvement in the bank's
capitalization and, simultaneously, substantial further working out
of problem loans.




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

4FINANCE HOLDING: Moody's Affirms B2 CFR & Issuer Ratings
---------------------------------------------------------
Moody's Investors Service has affirmed 4Finance Holding S.A.'s
long-term corporate family and issuer ratings of B2 and the B2
long-term backed senior unsecured debt rating of 4Finance, S.A.,
the group's Luxemburg-based debt issuing company. The outlook on
both issuers remains stable.

Moody's has also withdrawn both companies' instrument rating
outlooks for its own business reasons. This has no impact on the
issuer level outlook for the companies.

RATINGS RATIONALE

The affirmation of 4Finance's CFR primarily reflects the company's
profile as a sub-prime and evolving near-prime lender which
characterizes its 1) financial profile with weak asset quality and
volatile profitability, balanced against adequate capitalization
and strong cash flow and good liquidity buffers to manage upcoming
debt maturities, but also 2) the industry risk characterized by
high regulatory risks from evolving borrower and consumer
protection legislation, increasing competition, particularly in the
near-prime segment, and elevated cyclicality.

Further, the CFR incorporates a negative notch for legal complexity
and opacity due to the large and opaque legal structure and
changing nature of the consolidated entity. The group's issuing
entity has a number of guarantors, including the holding company,
but it is improbable that the issuing entity would receive any
support from some of the other companies within the group, such as
TBI Bank EAD accounting for almost half of the net loan portfolio,
which would be restricted from providing direct support due to
regulatory constraints.

The affirmation of the B2 ratings of 4Finance, S.A.'s backed senior
unsecured notes (USD 68 million maturing August 2019, EUR150
million maturing May 2021, and USD 325 million maturing in May
2022) reflects the results from Moody's Loss Given Default (LGD)
analysis for Speculative-Grade Companies and their positioning
within the group's funding structure and the amount outstanding
relative to total debt.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view of the maturing strategy
of the company and Moody's expectations of a steady performance
relative to the risks inherent to its sub-prime and near-prime
consumer finance business model and captured in its B2 ratings.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

4Finance's CFR could be upgraded if it maintains a strong recurring
profitability and high capitalization while containing asset
quality volatility and improving its funding profile towards a more
evenly distributed debt maturity profile. Upward rating pressure
could also materialize if the integration of TBI Bank EAD
translates into a successful further expansion of the group's
consumer lending business.

4Finance's CFR could be downgraded if (1) asset quality were to
deteriorate substantially; (2) the company's recurring return on
assets were to fall further; or (3) the company's capitalization
would continue deteriorating (according to Moody's calculations,
which includes intangible assets); or (4) the company targets a
leaner liquidity coverage, resulting in lower volumes of liquid
reserves to meet upcoming funding maturities. Unfavorable progress
in the integration of TBI Bank EAD could also translate into
downward rating pressure.

A change in 4Finance's CFR would likely result in a corresponding
change to its issuer and debt ratings.

Further, Moody's could downgrade 4Finance's issuer ratings and
4Finance, S.A.'s debt ratings due to adverse changes to their debt
capital structure that would lower the recovery rate for senior
unsecured debt classes.

LIST OF AFFECTED RATINGS

Issuer: 4Finance Holding S.A.

Affirmations:

Long-term Corporate Family Rating, affirmed B2, previously Stable
debt level outlook withdrawn

Long-term Issuer Ratings, affirmed B2, previously Stable debt level
outlook withdrawn

Outlook Action:

Outlook remains Stable

Issuer: 4Finance, S.A.

Affirmations:

Backed Senior Unsecured Regular Bond/Debenture, affirmed B2,
previously Stable debt level outlook withdrawn

Outlook Action:

Outlook remains Stable

INTELSAT JACKSON: Moody's Rates New $300MM Unsecured Notes 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Intelsat
Jackson Holdings S.A.'s new $300 million senior unsecured notes
issue. The notes are an additional offering under the previously
issued 9.750% senior notes due 2025, and are rated at the same Caa2
level as the existing notes. While the new debt increases leverage
of debt/EBITDA modestly to 9.2x from 9.0x (at 31Mar19), since the
proceeds bolster liquidity, the transaction has no impact on
Intelsat (Luxembourg) S.A. ratings. The ratings are contingent upon
Moody's review of final documentation and no material change in
previously advised terms and conditions.

The following summarizes Moody's ratings and the rating actions for
Intelsat:

Issuer: Intelsat Jackson Holdings S.A.

Assignments:

Gtd Senior Unsecured Regular Bond/Debenture, assigned Caa2 (LGD3)

Existing Ratings and Outlook:

Issuer: Intelsat Jackson Holdings S.A

Gtd Senior Secured Bank Credit Facility, Unchanged at B1 (LGD1)

Gtd Senior Secured Regular Bond/Debenture, Unchanged at B1 (LGD1)

Gtd Senior Unsecured Regular Bond/Debenture, Unchanged at Caa2
(LGD3)

Issuer: Intelsat (Luxembourg) S.A.

Corporate Family Rating, Unchanged at Caa2

Probability of Default Rating, Unchanged at Caa3-PD

Speculative Grade Liquidity Rating, Unchanged at SGL-3

Outlook, Unchanged at Stable

Gtd Senior Unsecured Regular Bond/Debenture, Unchanged at Ca
(LGD5)

Issuer: Intelsat Connect Finance S.A.

Gtd Senior Unsecured Regular Bond/Debenture, Unchanged at Ca
(LGD4)

RATINGS RATIONALE

Intelsat (Luxembourg) S.A.'s Caa2 stable rating is based primarily
on Moody's assessment that the company's capital structure is not
sustainable, with elevated leverage and the potential of excess
supply and sustained cash flow pressure stemming from evolving
industry fundamentals combining to increase the potential of debt
restructurings which may be assessed as constituting distressed
exchanges and limited defaults. Moody's-adjusted debt/ EBITDA is
9.2x (31Mar19, pro forma for the new notes), and evolving
fundamentals cause cash flow visibility beyond the next year or so
to be quite limited. Even in the event of a large cash inflow and
significant de-levering from a C-band spectrum sale, since the
company has not provided the market with clear plan to address
ongoing market disruption as the satellite operators follow the
terrestrial telecommunications companies in transitioning to
proportionately more internet connectivity from the historic
paradigm involving mostly discrete networks, it is not clear that
the company would subsequently be repositioned for growth and cash
flow self-sustainability. Intelsat's rating benefits from the
company's large scale and revenue backlog, and sufficient liquidity
to navigate through the next year.

Rating Outlook

The stable outlook is based on Moody's assessment that there is a
limited potential of near term material liability management
transactions which could be assessed as limited defaults.

What Could Change the Rating - Up

The rating could be considered for upgrade if, along with
expectations of solid industry fundamentals, good liquidity, and
clarity on business and capital structure planning, Moody's
anticipated:

  - Leverage of debt/EBITDA normalizing below 6x on a sustained
basis;

  - Cash flow self-sustainability over the life cycle of the
company's satellite fleet.

What Could Change the Rating - Down

The rating could be considered for downgrade if, Moody's expected:

  - Near-term defaults; or

  - Substantial and sustained free cash flow deficits; or

  - Less than adequate liquidity arrangements.

The principal methodology used in this rating was Communications
Infrastructure Industry published in September 2017.

Headquartered in Luxembourg, and with administrative offices in
McLean, VA, Intelsat S.A. is one of the three largest fixed
satellite services operators in the world. Annual revenues are
expected to be approximately $2.2 billion with EBITDA of
approximately $1.6 billion.

Intelsat S.A. is the senior-most entity in the Intelsat group of
companies and is the only company in the family issuing financial
statements. Since Intelsat guarantees debts at its subsidiary,
Intelsat (Luxembourg) S.A. and there is a sequential flow of
guarantees via the various other holding companies through to
Intelsat Jackson Holdings S.A. (Jackson), Moody's relies on
Intelsat S.A.'s financial statements.




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N O R W A Y
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NANNA MIDCO II: Moody's Cuts CFR to B3 & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service has downgraded Nanna Midco II AS' (Navico
or the company) corporate family rating to B3 from B2 and
probability of default rating to B3-PD from B2-PD. Moody's has also
downgraded to B3 from B2 the instrument rating of the USD260
million senior secured term loan due 2024 (the term loan) and to
Ba3 from Ba2 the instrument rating of the USD25 million super
senior revolving credit facility maturing in 2023, both issued by
Navico Inc., a subsidiary of Nanna Midco II AS. The outlook has
been changed to negative from positive.

RATINGS RATIONALE

"The rating action mainly reflects (1) the rapid deterioration of
Navico's EBITDA between Q3 2018 and Q1 2019 which resulted in a
sharp rise in adjusted gross leverage to 9.6x as of the last twelve
months (LTM) period to March 31, 2019 from 4.7x as of the LTM
period to June 30, 2018, (2) the uncertainty around the ability of
the company to improve earnings significantly over the short-term
due to strong comparables in Q2 2018 and tough competition, and (3)
the weakening of the liquidity profile as of the end of Q1 2019
when the company increased drawings to USD14 million under the
USD25 million super senior RCF in the context of declining earnings
and a large outflow related to the normalization of working
capital", says Maria Maslovsky, Moody's lead analyst for Navico.

However, these weaknesses are partly mitigated by (1) the positive
market fundamentals for recreational marine equipment, in
particular in the US and Europe where the company generates the
bulk of its revenues, (2) the actions taken by management to partly
offset the decline in earnings through the implementation of cost
savings, and (3) Moody's projection for a return to positive free
cash flow (FCF) generation from 2020.

Navico experienced a significant decline in earnings in the LTM
period to March 31, 2019 when EBITDA (as reported by the company
before non-recurring items and including the impact of IFRS 16)
decreased to USD61.6 million from a peak of USD83.2 million reached
in the LTM period to June 30, 2018 (including the impact from IFRS
16 from January 1, 2018). The EBITDA decline was particularly
strong in Q1 2019 when organic revenues (excluding the contribution
from C-MAP) were down by 15.8% compared to the same period last
year resulting from (1) a negative foreign exchange impact for
sales generated in the EMEA and APAC regions and (2) the decline in
sales in the US driven mainly by the company's largest retailer,
Bass Pro Group, L.L.C (Bass Pro, Ba3 positive). Moody's understands
that sales were negatively impacted by competitors' new product
launches and higher promotional activity. The decline in top line
had a disproportionate impact on earnings due to the operating
leverage of the business and the unfavorable product mix. Earlier
in Q3 and Q4 2018, earnings had been impacted by
lower-than-expected sales and Navico's high level of promotions for
end-of-life products.

The drop in EBITDA alongside higher investments in research and
development (R&D), the bulk of which is capitalized although
Moody's treats those items as operating expenses as part of its
standard adjustments, led to a sharp increase in adjusted gross
leverage to 9.6x as of March 31, 2019 from a trough at 4.7x as of
June 30, 2018 since the company's refinancing in 2017.

Moody's projects de-leveraging over the next 12-months from the
elevated level as of Q1 2019 supported by (1) the favorable market
conditions in particular in the US which Moody's forecasts will
continue growing at mid-single digit rates over the next 12-24
months and (2) cost saving actions initiated by the company in
March/April 2019. However, the pace of de-leveraging and the
related improvement in the operating performance are subject to
risks, including the ability of the company to continue developing
next generation digital products while maintaining R&D costs under
control and increasing competition, including from Garmin Ltd.
whose Marine segment continued growing strongly during the period.

Although the liquidity position remains adequate it has weakened
over the last three quarters. As of March 31, 2019, the company had
a cash balance of around USD9 million and USD11 million of
availability under the relatively small USD25 million RCF. The
company increased drawings under the RCF to support liquidity in
the context of declining earnings and a normalization of the
working capital in Q1 2019-- the company reported a USD13.9 million
unfavorable movement in that quarter after having experienced a
large inflow in 2018. FCF was relatively neutral in the LTM period
to Q1 2019 for the reasons mentioned earlier and Moody's does not
expect any significant improvement for the rest of the year. Thus
the rating agency does not exclude that further drawings under the
RCF might be required in 2019 to fund the USD6.5 million of annual
scheduled amortization of the term loan. Assuming a partial
recovery of earnings over the next 12-18 months and in the absence
of any significant increase in working capital and capital
expenditures, including those dedicated to R&D, Moody's projects
that Navico's FCF could improve to around USD10 million per annum
from 2020. Navico is subject to one financial maintenance covenant
only applicable when the RCF is used for more than 35%. As of Q1
2019, the company had ample headroom as the super senior net
leverage at 0.1x was well below the maximum covenant level set at
0.57x.

Navico's PDR at B3-PD, at the same level as the CFR, reflects
Moody's assumption of a 50% family recovery rate, which is typical
for capital structures including bank facilities with springing
financial maintenance covenants. The senior secured term loan is
rated B3, at the same level as the CFR, reflecting the relatively
small size of the super senior RCF, which is rated Ba3, ranking
ahead in the event of enforcement.

The negative outlook reflects the uncertainty around the ability of
the company to quickly grow earnings to de-leverage from an
elevated level as of Q1 2019 and the company's relatively weaker
liquidity position. On the other hand, the outlook could be
stabilized if the company's leverage reduces to below 6.5x while
the company improves its liquidity position through a return to
positive FCF and increased availability under the RCF.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure on the ratings could arise if (1) Navico
demonstrates a track record of sustained recovery in earnings, (2)
adjusted leverage decreases to below 5.5x, (3) FCF-to-Debt is
positive on a sustainable basis, and (4) the company maintains an
adequate liquidity profile. Negative rating pressure could be
triggered if (1) Navico fails to demonstrate de-leveraging over the
next 12 months or (2) the liquidity position further deteriorates
driven by a weak FCF which does not cover the annual scheduled
amortization of the term loan.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Norway, Navico, which generated revenues of $361
million as of the LTM period to March 2019, is a developer and
manufacturer of specialist marine electronics, including navigation
and fish finding equipment, and value-added applications. The
company splits its operations in two business segments: (1)
recreational marine (86% of LTM March 2019 group revenues) and (2)
commercial marine (14%). Navico is owned by private equity sponsors
Goldman Sachs' Merchant Banking Division and Altor Fund IV.

PGS ASA: Moody's Rates Proposed $525MM 1st Lien Loan 'B2'
---------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the senior
secured $525 million first lien term loan due in 2024 and $250
million revolving credit facility maturing in 2023, and a Caa2
rating to the $150 million senior secured second lien bond due
2025, which PGS ASA proposes to raise with PGS Finance, Inc. as
co-borrower. Concurrently, Moody's affirmed PGS's B3 corporate
family rating and B3-PD probability of default rating and revised
the outlook to positive from stable.

PGS intends to use proceeds from this debt issuance to fully
refinance its capital structure (except for the export credit
financing), including the $212 million senior notes due 2020 and
outstanding $380million term loan B due 2021, as well as partially
repay the $235 million outstanding under the RCF at the end of
March 2019. The ratings for the outstanding $380 million term loan
B due 2021 and $400 million RCF maturing in 2020 remain unchanged
and are expected to be withdrawn upon completion.

RATINGS RATIONALE

The outlook revision to positive reflects Moody's expectation that
PGS's operating profitability and cash flow will benefit from a
gradual recovery in the contract market, as oil companies start
raising E&P spending following several years of underinvestment.

In 2018, PGS generated positive free cash flow (FCF) after capital
spending and dividend for the first time since 2010, with a modest
surplus of $42 million. This was driven by higher operating
earnings boosted by lower costs and a 22% year-on-year pick-up in
multi-client revenue, as well as lower capex. As a result, PGS's
leverage reduced, with adjusted total debt/EBITDA (excluding
multiclient capital spending) declining to around 4.4x in 2018 from
6.8x in 2017. Pro forma the implementation of IFRS 16, Moody's
estimates that the company's leverage was around 5.0x as of
year-end 2018.

Looking ahead, PGS's results should benefit from some improvement
in contract revenue, driven by higher activity and improved
pricing, as well as a positive mix effect reflecting the increasing
share of contract revenue generated from the premium 4D streamer
segment.

Despite weak first-quarter results, Moody's expects that PGS will
post stable to improving adjusted EBITDA in 2019, and generate
further positive FCF of around $100 million, assuming adjusted
capital spending of $310 million-$320 million and stable working
capital. Combined with the receipt of approximately $78 million
from the sale of Ramford Sterling to JOGMEC in H1 2019, this should
enable PGS to reduce debt further and bring leverage down toward 4x
as of year-end 2019.

LIQUIDITY

The refinancing currently undertaken by PGS will strengthen its
liquidity profile by extending its debt maturity profile. In
addition, the group's liquidity position should be underpinned by
sustained positive FCF generation while no major maturities are due
before 2023. The new first lien and second lien debt are
covenant-lite and have no financial maintenance covenants, with the
exception of a net total leverage and minimum liquidity covenant
for the RCF, for which Moody's expects PGS to maintain comfortable
headroom.

STRUCTURAL CONSIDERATIONS

The new first lien term loan, RCF and second lien bond will be
guaranteed by the material subsidiaries of the group representing
at least 80% of group EBITDA. In addition, the new first lien term
loan and RCF will benefit from a first security interest in
substantially all the assets of the borrowers and guarantors, with
the exception of Titan-class vessels, in which lenders will hold an
indirect second priority security interest. The new second lien
bond will benefit from a second security interest in substantially
all the assets of the borrowers and guarantors, with the same
exception of Titan-class vessels.

The B2 ratings assigned to the new first lien term loan and RCF,
i.e. one notch above the CFR, reflect the cushion provided by the
new second lien bond. The latter will rank junior to the first lien
facilities and is consequently assigned a Caa2 rating, i.e. two
notches below the CFR.

OUTLOOK

The positive outlook reflects Moody's expectation that PGS will be
able to sustain the improvement in operating profitability and
financial profile reported in 2018, as conditions in the seismic
market continue to gradually recover. This also reflects Moody's
view that the group's liquidity profile will be significantly
enhanced by the successful completion of the proposed refinancing.

WHAT COULD TAKE THE RATING UP

A rating upgrade is highly dependent on a lasting market recovery
leading to an improved financial profile reflected in an adjusted
EBIT margin above 5% and adjusted total debt to EBITDA (excluding
multiclient capital spending) falling below 4.5x on a sustained
basis. An upgrade would also be predicated on consistent positive
FCF and the maintenance of healthy liquidity.

WHAT COULD TAKE THE RATING DOWN

The B3 rating could come under pressure should prolonged market
weakness result in a negative EBIT margin and adjusted total debt
to EBITDA (excluding multiclient capital spending) rising above
6.0x for an extended period. The rating could also be downgraded
should the company's liquidity markedly deteriorate.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

COMPANY PROFILE

PGS ASA is one of the leading offshore seismic acquisition
companies with worldwide operations. PGS headquarters are located
at Oslo, Norway. The company is a technologically leading oilfield
services company specializing in reservoir and geophysical
services, including seismic data acquisition, processing and
interpretation, and field evaluation. PGS maintains an extensive
multi-client seismic data library. For the year ended December 31,
2018, PGS reported Segment revenues of $835 million. PGS is a
public limited company incorporated in the Kingdom of Norway and is
listed on the Oslo Stock Exchange.




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IC RUSS-INVEST: Moody's Affirms B2 Issuer Ratings, Outlook Stable
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Moody's Investors Service affirmed the local and foreign currency
B2 long-term and Not Prime short-term issuer ratings of IC
RUSS-INVEST. The outlook on the long-term ratings remains stable.

The affirmation of RUSS-INVEST's ratings reflects Moody's
assessment of the company's ample capital cushion, low leverage and
strong liquidity profile. The affirmation also takes into account
constraints associated with the company's undiversified business
model, elevated exposure to market risk and volatile
profitability.

RATINGS RATIONALE

The affirmation of RUSS-INVEST's ratings reflects the company's (1)
very low leverage in terms of tangible assets and off-balance sheet
exposures in relation to its tangible common equity (1.0x at
end-2018); (2) strong funding and liquidity profile owing to
reliance on its capital as the main source of funding, as well as
(3) limited risk appetite.

RUSS-INVEST's ratings remain constrained by the entity's (1)
undiversified business model, with a focus on proprietary
investments in Russian equities and Russian, developed and emerging
markets fixed income securities; and (2) elevated exposure to
market risk, leading to highly volatile earnings.

At the end of 2018, equity investments accounted for 24% of
RUSS-INVEST's total assets; over 90% of the equity portfolio was
invested in Russian stocks which offer limited diversification
given the high correlation between financial instruments. These
risks are exacerbated by material single-name concentration within
RUSS-INVEST's equity portfolio (the five largest positions
represented over 60% of the company's equity portfolio at year-end
2018). Fixed income securities amounted to 55% of the company's
assets at the end of 2018 and were largely represented by Baa and
Ba rated Eurobonds of Russian, developed and emerging markets
issuers.

RUSS-INVEST's business model implies that the company's revenues
are relatively undiversified and volatile, and are also exposed to
the performance of the Russian capital markets. In 2018,
RUSS-INVEST posted net income of RUB206 million compared with two
consecutive years of net losses in 2016 and 2017 of RUB165 million
and RUB294 million, respectively. The profit in 2018 was driven by
the positive revaluation of foreign-currency denominated assets
amid the depreciation of the rouble of about 15% versus the US
dollar.

RUSS-INVEST has continued to diversify its securities portfolio via
a steady increase of non-Russian exposure to issuers from both
developed and emerging countries. At the end of 2018, the share of
non-Russian exposure amounted to 28% of securities portfolio,
compared with 14% a year before.

Apart from proprietary trading, RUSS-INVEST's other businesses
(i.e., rental investments, brokerage activities, asset management
and investment banking) do not make a material contribution to the
company's revenues, given the low scale of their operations.
Moody's does not expect the company to diversify into more stable
sources of revenue for the next 12-18 months at least.

WHAT COULD MOVE THE RATINGS UP/DOWN

The ratings could be upgraded if the company diversifies its
revenues by shifting its focus away from proprietary trading and
improves its operating efficiency.

The ratings could be downgraded as a result of a significant
increase in leverage, which could jeopardize RUSS-INVEST's
liquidity profile and capital adequacy.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Securities
Industry Market Makers published in June 2018.

LIST OF AFFECTED RATINGS

Issuer: IC RUSS-INVEST

Affirmations:

Long-term Issuer Rating, Affirmed B2, Outlook Remains Stable

Short-term Issuer Rating, Affirmed NP

Outlook Action:

Outlook Remains Stable


PJSC KOKS: Moody's Alters Outlook on B2 CFR to Stable
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Moody's Investors Service has changed to stable from positive the
outlook of PJSC KOKS. Concurrently, Moody's has affirmed KOKS' B2
corporate family rating, B2-PD probability of default rating and
the B2 senior unsecured rating of the loan participation notes
issued by Koks Finance D.A.C. The outlook of Koks Finance D.A.C.
has also been changed to stable from positive.

RATINGS RATIONALE

The change of KOKS' outlook to stable and affirmation of its
ratings primarily reflect Moody's view that reduction of the
company's leverage, growth in its earnings and ramp-up of its coal
production will take more time than the rating agency previously
expected. In particular, Moody's does not expect KOKS' leverage to
decline below the upgrade threshold of 3.0x Moody's-adjusted total
debt/EBITDA until at least 2020.

KOKS' leverage increased to 3.9x as of year-end 2018 from 3.3x a
year earlier because of the company's continued financing of its
shareholders' steel project via loans, sizeable expansionary
capital spending and, to a lesser extent, depreciation of the
Russian rouble. Moody's expects KOKS' capital spending to remain
high at around RUB8 billion in 2019 and to further increase to
RUB10-12 billion per year in 2020-21. This will keep the company's
free cash flow broadly neutral, hindering the prospects for
potential debt reduction. Although the steel project is nearing
completion and is now conducting hot tests, generating some revenue
from the sales of produced rolled steel, KOKS will likely need to
continue financing the project's external debt repayments until the
project's cash flow is sufficient to service them.

KOKS' leverage remains sensitive to the volatile prices of pig
iron, coke and coking coal, as well as production volumes, in
particular the company's progress with ramping up its coking coal
production. If prices were to decline beyond Moody's current
expectations or the company were to further delay production
growth, its leverage could remain at around 3.5x beyond the 12-18
months horizon.

PJSC KOKS' B2 rating takes into account (1) the company's status as
one of the leading merchant pig iron producers globally, with a
fairly diversified customer base and geography of sales; (2)
expected growth in the company's coal and pig iron production,
although so far growth in coal production has been slower than the
company anticipated in 2017 when it launched two new mines, partly
because of its decision to produce lower volumes but more expensive
higher-grade coal; (3) the company's low-cost position, owing to
the weak rouble and operational enhancements; (4) KOKS' significant
degree of vertical integration, with 63% and 76% self-sufficiency
in coking coal and iron ore, respectively; and (5) the company's
healthy liquidity and long-term debt maturity profile.

The rating also factors in the company's (1) limited scale and
operational and product diversification, although these factors
will improve as coal and pig iron production are gradually ramped
up and, in the longer term, if the company consolidates its
shareholders' steel project which it has financed with loans; (2)
exposure to the volatile prices of steel and feedstock and the
rouble exchange rate; (3) fairly high leverage, which Moody's
expects to decline only moderately in 2019-20; (4) significant
capital spending to implement expansionary projects, which will
continue to suppress free cash flow generation and deter
deleveraging; (5) concentrated ownership-related risks, with
significant loans provided to its shareholders' steel project; (6)
several ongoing legal disputes between the company's shareholders,
although Moody's does not expect these disputes to have an adverse
financial effect on the company.

The B2 senior unsecured rating of Koks Finance D.A.C.'s notes is at
the level of KOKS' CFR, which reflects the fact that less than 5%
of KOKS' consolidated debt is secured with fixed assets and, as
such, ranks senior to the notes.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the company's solid positioning within
the current rating category and Moody's expectation that it will
(1) maintain its Moody's-adjusted total debt/EBITDA below 3.5x on a
sustainable basis; and (2) pursue prudent liquidity management,
including refinancing upcoming debt maturities in advance.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could upgrade KOKS' ratings if the company were to (1)
reduce its Moody's-adjusted total debt/EBITDA below 3.0x on a
sustainable basis; (2) ramp up its coal production capacities as
planned; and (3) maintain healthy liquidity and prudent liquidity
management, addressing upcoming debt maturities in a timely
fashion. Completion and ramp-up of the steel plant project (hence
elimination of any contingent need for additional funding), which
is outside of the consolidation perimeter and is partly funded by
KOKS via loans (along with a bank loan to the project company),
would also be a prerequisite for an upgrade.

Moody's could downgrade the company's ratings if (1) its
Moody's-adjusted total debt/EBITDA rises above 4.0x on a sustained
basis; or (2) its liquidity or liquidity management deteriorate
materially.

PRINCIPAL METHODOLOGY

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

PJSC KOKS is a Russia-based producer of pig iron, coke, coking coal
and iron ore. In 2018, the company produced 2.3 million tonnes (mt)
of pig iron, 2.5 mt of coke, 2.5 mt of coking coal concentrate and
2.2 mt of iron ore concentrate. In 2018, the company generated
revenue of RUB89.6 billion (2017: RUB85.4 billion) and
Moody's-adjusted EBITDA of RUB19.0 billion (2017: RUB18.1 billion).
KOKS is majority owned by Evgeny Zubitskiy, who holds a 83.1% stake
in the company.



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S P A I N
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DISTRIBUIDORA INTERNACIONAL: S&P Affirms CCC Issuer Credit Ratings
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S&P Global Ratings kept its outlook on Spanish food retailer
Distribuidora Internacional de Alimentacion S.A. (DIA) negative,
and affirmed its 'CCC' ratings on DIA and its unsecured notes.

S&P's rating on DIA reflects the uncertainties that remain around
its capital structure and liquidity, and its expectation that the
group's leverage will remain elevated in the medium term.

In the first quarter of 2019, DIA reported a 4.3% like-for-like
sales decline and 85.8% drop in adjusted EBITDA (as calculated by
the company) compared with EUR84.8 million reported in the same
period last year. Its operating performance was affected by a
contraction of trade insurance and supplier volumes granted to the
group, which led to a substantial increase in out-of-stock levels
in stores. It was also affected by the first initiatives the group
took to reposition its business model, such as the de-franchising
process.

S&P said, "We anticipate that DIA's business model will need to
undergo heavy transformation to regain competitiveness and restore
margins. Such a transformation will likely carry some execution
risks, especially with regard to the pace and scope of the proposed
implementation. DIA is likely to incur sizable restructuring costs
that will further weigh on the group's profitability. This is in a
context of extreme competitive pressure, in particular in Spain
from market leader Mercadona, forcing the group to be very
competitive on prices. We also factor in the ongoing negative
impact of currency movements in its Latin American operations that
more than offset the healthy underlying trend of its operations in
that region.

"As such, we anticipate DIA's leverage will remain elevated over
the next two to three years. At the end of the first quarter of
2019, the group's financial net debt amounted to EUR1.7 billion."

LetterOne Group, which now controls DIA with a 69.8% ownership,
announced on May 20 that it had reached a "lock-up" agreement with
DIA's syndicated banks, which paves the path to a long-term
refinancing of its existing bank debt and facilities.

This lock-up agreement includes a term sheet that establishes,
among other things:

-- An extension of the maturity date of all DIA's existing
syndicated credit facilities until March 31, 2023;

-- Permission to raise new super senior facilities of up to EUR380
million;

-- A financial covenant holiday until Dec. 31, 2020 (subject to a
minimum cash level of EUR30 million starting Dec. 31, 2019); and

-- New guarantees and security for the syndicated credit
facilities' lenders.

However, the lock-up agreement contains a number of events that
would terminate the agreement it the events are not fulfilled,
including:

-- The signing of a long-form documentation between DIA and its
lenders in respect of all new facilities, on or before June 15;
and

-- DIA receiving at least EUR490 million following completion of a
share capital increase, on or before July 19.

Hence, the completion of the share capital increase and the
longer-term refinancing transactions are conditional on the
occurrence of several events. S&P understands that if the lock-up
agreement is not implemented or if there is any disagreement among
the banks, LetterOne Group, or other stakeholders, DIA could soon
be in default, as its existing bank debt and facilities under the
December 2018 financing agreements have an initial maturity on May
31.

Since the banks have signed the lock-up agreement, the debt did not
have to be repaid on May 31. However, S&P understands that it would
become due immediately if any termination event is triggered and
the lock-up agreement is terminated.

S&P said, "Once the recapitalization and the refinancing
transaction have been approved, we will look into the implications
of these agreements. In particular, we will assess the resulting
capital structure and liquidity, the ranking for the different debt
categories, the credit metrics for the company, its latest
operating performance, and the company's plans as regards the
repayment of its EUR300 million bonds due in July 2019, EUR300
million bonds due April 2021, and EUR300 million bonds due April
2023."

The negative outlook reflects near-term pressures on DIA's
liquidity and funding profile, and the high execution risk of the
group's plan to raise equity and recapitalize. It also reflects the
group's weak earnings and cash flow generation profile, and the
obstacles it faces to turn its operations around with its new
strategic plan in the unfavorable market context in Spain, Brazil,
and Argentina.

S&P said, "We will lower the rating if DIA faces difficulties in
executing its recapitalization plan, leading us to assess that a
default, distressed exchange, or restructuring have taken place or
are inevitable within six months.

"We could revise the outlook to stable and review the issuer credit
rating if DIA is able to put in place a sustainable and longer-term
capital structure."


GC FTPYME PASTOR 4: S&P Affirms D Rating on Class D Notes
---------------------------------------------------------
S&P Global Ratings affirmed its 'CCC- (sf)' and 'D (sf)' ratings on
GC FTPYME PASTOR 4 Fondo de Titulizacion de Activos' class D and E
notes.

In its analysis, S&P applied its European small and midsize
enterprise (SME) collateralized loan obligation (CLO) criteria and
our counterparty criteria.

The portfolio has amortized to 2.11% of the initial portfolio
balance. The asset performance has been stable since our previous
review, with total loans in arrears at 15.81% of the current
portfolio balance. In this transaction, a loan is classified as
defaulted if it has been in arrears for more than 18 months. Gross
defaults have been stable with the cumulative default rate at 7.68%
of the initial balance, compared with 7.21% at our previous review.
The transaction's reserve fund continues to be depleted against a
required balance of EUR12.60 million.

The class D notes are currently paying timely interest. However, in
our opinion, the payment of principal or interest on this class of
notes continues to be dependent upon favorable business, financial,
or economic conditions. S&P said, "Following the application of our
'CCC' ratings criteria, we have determined that the available
credit enhancement for the class D notes is commensurate with the
currently assigned rating. We have therefore affirmed our 'CCC-
(sf)' rating on this class of notes."

S&P's 'D (sf)' rating on the class E notes reflects that it has
missed an interest payment. S&P has affirmed this rating as its
analysis indicates that the available credit enhancement is
commensurate with the currently assigned rating.

GC FTPYME PASTOR 4 is a single-jurisdiction cash flow
collateralized loan obligation (CLO) transaction backed by loans to
Spanish small and midsize enterprises (SMEs). The transaction
closed in November 2006 and is currently amortizing.

  Ratings List

  GC FTPYME PASTOR 4 Fondo de Titulizacion de Activos

  Class   Rating
     D    CCC- (sf)
     E    D (sf)




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U N I T E D   K I N G D O M
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ASTON MARTIN: Moody's Rates $190MM Senior Secured Notes 'B2'
------------------------------------------------------------
Moody's Investors Service has assigned a B2 instrument rating to
the $190 million senior secured notes due 2022 that Aston Martin
Capital Holdings Limited (Aston Martin Lagonda) issued in April
2019.

RATINGS RATIONALE

The B2 instrument rating on the new notes is in line with the
rating on the existing notes issued by the financing subsidiary
Aston Martin Capital Holdings Limited, because the terms mirror the
terms of the existing notes. The instrument rating reflects the
position within the capital structure of parent Aston Martin
Lagonda Global Holdings plc as the major portion of debt funding,
subordinated to the revolving credit facility, but with significant
subsidiary guarantor coverage.

The ratings of Aston Martin Capital Holdings Limited and parent
Aston Martin Lagonda Global Holdings plc (company) more broadly
continue to reflect the company's continued progress in executing
its strategy, resulting in good volume, revenue and EBITDA growth
and Moody's expectation that the company will likely to continue to
visibly improve these metrics in 2019 and 2020. It also reflects
the (1) strong brand name and pricing position in the luxury cars
segment; (2) good geographic diversification; (3) degree of
flexibility in its cost structure; (4) continued model renewals and
launches expected in the next few years given its flexible
production through a common architecture and (5) technical
partnership with Daimler AG (A2 stable), which gives the company
access to high-performance powertrain technologies and competitive
e/e (electric/electronic) architecture.

At the same time, the ratings also remain weakly positioned given
high Moody's-adjusted debt/EBITDA, at 24.1x, and continued
significantly negative free cash flow after capex and interest for
2018. Moody's also expects investment levels to remain high,
although with decreasing intensity and directionally improving cash
flow, but this is reliant on achieving continued substantial growth
in 2019 and 2020 and hence subject to execution risk and the
success of new launches such as the DBX in 2020 and Aston Martin
Valkyrie. Additionally, the ratings are constrained by the
company's (1) limited financial strength compared to some direct
peers that belong to larger European car manufacturers; (2) efforts
to service a broad range of GT, luxury and hypercar segments and
price points despite its comparably small scale; (3) exposure to
foreign exchange risk given its fixed cost base in the UK compared
to a sizeable share of revenue generated from exports to Europe,
the US and Asia though mitigated by hedging strategies and sourcing
outside of the UK; and (4) operational risks related to the
production of all models in two plants in the UK, which is also
exposing the company to Brexit-related risk and some uncertainty
from potential US tariffs.

WHAT COULD CHANGE THE RATING UP/DOWN

An upgrade of the ratings is unlikely in the near term considering
the execution of the Second Century Plan together with the
requirement to meet reduced emission targets and invest in
alternative fuel technologies requiring significant capex over the
next couple of years limiting its ability to generate more
meaningful free cash flows. However, Moody's-adjusted debt/EBITDA
improving to below 5.0x on a sustained basis, Moody's-adjusted
EBITA margin turning positive into the high single-digit percentage
range on a sustainable basis and Moody's-adjusted FCF/debt in high
single-digits could result in positive pressure.

Negative pressure on the ratings could come from a failure to
improve adjusted leverage to below 6.0x by 2020, profitability of
below 7% adjusted EBITA margin by 2020, inability to substantially
reduce the net cash outflows or evidence of execution issues in its
growth strategy. A significant deterioration in the liquidity
profile shown in very little to no headroom to cover cash needs
over a period of at least 12 months would also pressure the
ratings.

The principal methodology used in this rating was Automobile
Manufacturer Industry published in June 2017.

Based in Gaydon, UK, Aston Martin Lagonda Global Holdings plc is a
car manufacturer focused on the high luxury sports car segment. The
company generated revenue of GBP1.1 billion in 2018 from the sale
of 6,438 cars. The company is a UK-listed business with a market
capitalization of ca. GBP2.4 billion as of March 28, 2019. As of
December 2018, its major shareholders include the Adeem/Primewagon
Controlling Shareholder Group, including a subsidiary of EFAD Group
and companies controlled by Mr. Najeeb Al Humaidhi and Mr. Razam
Al-Roumi, with 36.05% and the Investindustrial Controlling
Shareholder Group, an Italian private equity firm, with 30.97%.
Daimler AG has also a 4.18% stake.


BRITISH STEEL: Greybull Mulls Acquisition of ISD Huta Mill
----------------------------------------------------------
Michael Pooler and James Shotter at The Financial Times report that
the investment firm at the centre of British Steel's collapse is
considering buying a troubled steelworks in Poland, according to
people briefed on the matter.

According to the FT, Greybull Capital, which was criticized after
the UK's second-largest producer of the metal fell into insolvency
under its ownership, has been in talks over a potential acquisition
of the ISD Huta Częstochowa mill.

Despite the failure of Greybull's most high-profile investment to
date, its moves show it still has ambitions in the European steel
sector, the FT notes.

Representatives from the private wealth fund have in recent weeks
visited the site in southern Poland, which is under the control of
lenders after running into financial problems, the FT discloses.

The facility employs more than 1,000 people and specializes in
steel plate but is not currently producing, the FT relays, citing
two people briefed on the situation.

Unions want British Steel to be sold together as a single entity,
arguing that that offers the best chance of survival and securing
jobs, the FT states.

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.

As reported by the Troubled Company Reporter-Europe on May 23,
2019, BBC News related that British Steel was 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
noted.  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
stated.  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 said.  That meant the company did not have to funds
to pay for an administration, BBC noted.


HONOURS PLC: Fitch Hikes Class B Notes to BBsf, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Honours Plc
notes:

  - Class A1 and A2: downgraded to 'BBBsf' from 'A+sf', off
    Rating Watch Negative (RWN); Outlook Stable

  - Class B: upgraded to 'BBsf' from 'BB-sf', off RWN;
    Outlook Stable

  - Class C: affirmed at CCCsf, Recovery Estimate (RE) 35%

  - Class D: affirmed at CCsf, RE 0%

This transaction is a refinancing of the previous Honours Plc
transaction that closed in 1999, a securitisation of student loans
originated in the UK by the Student Loans Company Limited.

Fitch first placed the notes on RWN in 2016 following the
announcement that particular arrears notices sent by former
servicer Capita to certain borrowers may not have been in
compliance with consumer credit legislation. In October 2016, the
issuer provided an estimate of GBP22.5 million for interests and
charges, later revised downwards. In December 2017, Capita agreed
to pay the issuer GBP8 million in full and final settlement of any
claims the issuer may have against Capita. The settlement amount
has been deposited into the issuer's account.

Fitch understands from the issuer that the determination of the
final impact of the non-compliance and related implementation has
progressed substantially, but a remediation plan has yet to be
agreed on by noteholders. Separately, in October 2018 the liquidity
facility provider (Danske Bank AS) refused to grant the annual
renewal of the facility. As a consequence, Fitch revised again the
Rating Watch to Negative (from Evolving), outlining a potential
negative rating impact in case no alternative liquidity mitigants
were to be found. On April 25, 2019 the six-month one-off extension
granted by Danske Bank expired and the facility was terminated.

KEY RATING DRIVERS

Liquidity Risks Drive Downgrade

On April 25, 2019 the liquidity facility provided by Danske Bank
was terminated. Fitch now sees the class A notes as substantially
exposed to liquidity risk, which if it were to result in interest
shortfalls could constitute an event of default for the notes. The
limited amount of excess spread indicates low spare capacity to
cover senior fees and interest payable and that the liquidity
reserve build-up mechanism will not be triggered in the near
future. Therefore the ability to divert principal available funds
to pay interest remains the only effective mitigant in expected
stress scenarios, but as the share of loans in repayment currently
amounts to 6% of the qualifying balance only, the ability of the
structure to continue borrowing principal repeatedly in sufficient
quantities is difficult to ascertain.

To address such risks, Fitch has downgraded the class A notes to
'BBBsf' as the uncertainty about its capacity to pay timely
interest is not consistent with high investment-grade ratings.
Similar considerations apply to the class B notes, but as it ranks
below class A in payment priority Fitch decided to limit its rating
to 'BBsf', despite a favourable update on the remediation process.
The reduced capacity to pay timely interest constrains ratings on
both the class A and B notes below the model-implied results that
reflect ultimate payment.

Remediation Plan Approaching Conclusion

Fitch understands from the issuer that their remediation proposal
is close to being finalised and that recent estimates indicate the
amounts settled by the previous servicer will be sufficient to
cover the relevant costs. As a result Fitch stops modelling any
additional loss demanded by the remediation plan (previously GBP12
million), which is a material credit positive and which drives the
upgrade on the class B notes, albeit limited by the liquidity
risks.

Weak Performance, Persistent Risks

Delinquencies for this student loan type are seasonally highly
fluctuating, due to the annual update of the deferment right, which
may trigger repayments for borrowers whose obligations were
previously deferred. Fitch identifies an uptrend in delinquencies
(overdue loans) over the last two to three years, which represent a
risk to future performance, and notes an increase in estimated
reinstatements. Defaults have stabilised over the past months, but
recoveries have decreased. Fitch has slightly revised its total
default expectation to 13.4% (from 13.3%) and has confirmed its
recovery assumption at 25%.

As the principal deficiency ledger (PDL)-based trigger was breached
in June 2018, the transaction is now repaying in a sequential
manner.


HUMBER ELECTRICAL: Financial Difficulties Prompt Administration
---------------------------------------------------------------
Business Sale reports that an electrical engineering company,
founded by William Shuttleworth in 1908, has collapsed into
administration after experiencing a string of financial
difficulties as the reason for its downfall.

Heeco, the Humber Electrical Engineering Company, was forced to
call in insolvency specialists FRP Advisory LLP to handle the
administration process, with partners Andrew Haslam --
andrew.haslam@frpadvisory.com -- Tonya Allison --
Tonya.Allison@frpadvisory.com -- and Phil Pearce --
phil.pierce@frpadvisory.com -- appointed as joint administrators,
Business Sale relates.

According to Business Sale, in a statement to the public, the
administrators cited "severe financial pressures in recent months
following the culmination of previous contracts and delays in the
receipt and commencement of new contracts," as the reason for the
company's collapse.

A "hole in production" was, therefore, the ultimate cause of
"insurmountable cash flow issues".

Heeco entered administration on June 3, 2019, and has since ceased
its trading operations, Business Sale recounts.

Mr. Haslam, as cited by Business Sale, said: "Every effort was made
to save the company in recent weeks, however, with no prospect of a
purchase, the only remaining option was to close the business.

"In the meantime, we would urge any parties interested in acquiring
the assets to contact us as soon as possible."


INOVYN LTD: S&P Alters Outlook to Positive & Affirms 'BB-' ICR
--------------------------------------------------------------
S&P Global Ratings revised the outlook on U.K.-based PVC producer
Inovyn Ltd. to positive and affirmed the issuer credit rating at
'BB-'. S&P also affirmed its 'BB-' issue rating on the company's
term loan B. The recovery rating is unchanged at '3', indicating
its expectation of 65% recovery prospects in the event of a payment
default.

S&P said, "The outlook revision reflects our assessment of Inovyn's
effective strategy to take advantage of the favorable market
conditions in PVC and caustic soda to reduce operating leverage and
expand capacity, improving its business. We believe Inovyn's
performance has continued to benefit from structural improvements
in the company's profitability." The company has achieved cost
efficiencies and synergies of around EUR230 million since its
formation in 2015 from the combined assets of Solvay and Kerling.

Inovyn is the leading PVC and chlorine derivatives producer in
Europe. It has market shares (by productive capacity) of 32% in PVC
and 24% in caustic soda as of 2018. The company also continues to
expand capacity in the specialty PVC segment, commanding margins
over feedstock that are about 2x-3x higher than low-grade general
purpose vinyls. This also partially helped the company to achieve
high adjusted margins over the last two years.

The group has undertaken effective debottlenecking initiatives
across its 15 producing sites in Europe, including the
commissioning a new membrane cell room at Stenungsund, Sweden in
the first quarter of this year as the industry phases out
mercury-based technology. S&P estimates the conversion will add
about 130 kilotons per annum of electrochemical unit (ECU) capacity
in 2019 (ECU is equivalent to 1 ton of chlorine and 1.1 tons of
caustic). In S&P's view, this will provide energy savings and
support the growth of the company. As a result, S&P anticipates
Inovyn will demonstrate higher resilience through the cycle as it
will be better able to withstand any price decline or margin
compression over feedstock.

Inovyn's main concentration on PVC, with 38% of 2018 sales derived
from general purpose vinyls and 11% from specialty vinyls, remains
a constraining factor for the rating. We continue to see PVC as
predominantly a commoditized product, with some potential for
cyclicality in price in periods of sluggish demand or temporary
imbalance with supply. Inovyn's margin stability could also be
impaired by its significant exposure to ethylene, a volatile
feedstock that accounts for about half of all raw material costs
and is subject to reduced availability during periods of cracker
maintenance.

S&P said, "Our view on Inovyn's business is further constrained by
its exposure to cyclical end markets such as construction, auto,
and consumer goods, which could pose significant risks in periods
of economic downturn. In our view, this is only partially mitigated
by the absence of large customer concentration, with top 10
customers accounting for about 30% of sales." Inovyn's core markets
and operations are concentrated in Europe, namely Western European
countries (Belgium, France, Germany, Norway, Spain, Sweden, and the
U.K.).

S&P said, "Inovyn posted adjusted EBITDA of EUR698 million in 2018,
with a 20.8% adjusted EBITDA margin. We continue to see this level
of margin as very high and reflective of top-of-cycle market
conditions. Chlor-alkali products, namely caustic soda and caustic
potash, which represented 32% of sales in 2018, have been at record
high selling prices in Europe over the past two years. We expect
these to ease as supply and demand become more balanced, however.
This has begun to become more evident as producers in the
Mediterranean region have started to look further afield to Western
Europe for buyers and the threat of imports from North America
looms as U.S. prices fell significantly in the last weeks of 2018.
We incorporate the risk of a reversion to mid-cycle conditions over
the next two years in our EBITDA projections.

"We expect market conditions to soften modestly in 2019 and
performance to be lower with EBITDA of about EUR570 million-EUR600
million, with still high reported margins, within 16%-18% for 2019.
Reported EBITDA fell to EUR168 million in the first three months of
2019 from EUR188 million for the same period in 2018, a drop of
10.6%. This level remains historically high, but quarterly
performance was lower because of lower caustic soda volumes and
prices, lower specialty PVC volumes, and a modest reduction in
general purpose PVC unitary margins and volumes.

"We forecast high capital expenditure (capex) of about EUR250
million per year in 2019 and 2020. This includes specialty PVC and
vinyl chloride monomer (VCM) capacity expansion projects already
announced at Jemeppe, Belgium and Rafnes, Norway. Inovyn will also
increase capacity of specialty vinyls by 120 kilotons per annum by
the end of 2020 at production assets in Belgium, Germany, France,
Sweden, and Norway. At present, the debottlenecking of existing
plants is the most likely source of additional capacity in PVC to
meet current demand. This also takes into account the long payback
(above 15-20 years across the sector) for new-build production
units, even under supportive market conditions.

"We assume Inovyn will finance its growth projects with internally
generated cash flow, which we forecast at EUR300 million-EUR350
million in 2019. Cash levels and debt metrics could weaken if
market conditions were to soften further over the year."

Inovyn's bigger margins and its voluntary repayment of the term
loan A out of strong free cash flow in June 2018 have supported a
further improvement in credit ratios as of December 2018. S&P
Global Ratings-adjusted debt-to-EBITDA leverage ratio declined to
1.7x at year-end from 1.9x in 2017. In S&P's adjusted debt figures,
it includes operating leases of EUR65 million and sizable
underfunded pension liabilities of EUR289 million, which the
company intends to gradually fund over time.

SP said, "Under our base case, we see prospects for reducing
adjusted leverage below 2x in 2019 and 2020. Inovyn's payment of a
EUR300 million exceptional dividend in the first quarter of 2019,
prompted by strong operating performance, brought adjusted leverage
to 2.0x as of March 2019. This is not yet comfortably within the
1.5x-2.0x range we see as commensurate with a higher rating.

"We view Inovyn as a moderately strategic subsidiary of the INEOS
Ltd. group. This assessment has no direct impact on the rating on
Inovyn at its current stand-alone credit profile (SACP).

"The positive outlook reflects our expectation that, despite
mid-cycle market conditions and softening prices in caustic soda in
2019, Inovyn's adjusted debt-to-EBITA ratio may reach 1.5x-2.0x
over the next 12-to-24 months. We see this level as commensurate
with a higher rating.

"We could raise the rating to 'BB' if Inovyn demonstrates a
consistent track record of positive free operating cash flow and
maintaining debt to EBITDA of 1.5x-2x through the cycle.

"In our view, Inovyn's ability to maintain resilient margins and
prudent leverage under mid-cycle conditions, while balancing growth
capex investments and dividend payments, will be key

"We could revise the outlook back to stable if market conditions in
PVC and caustic soda deteriorated beyond our current assumptions,
squeezing near-term margins, or if increased investments were to
constrain cash levels and weaken debt leverage to above 2.0x over
the next 12-to-24 months."

With revenues of EUR3.36 billion in 2018, Inovyn Ltd. is Europe's
largest PVC producer in terms of capacity. The company has capacity
to produce 2 million tons (mt) of aggregate PVC resin and 2 mt of
caustic soda together with a range of chlorine derivatives that are
used as raw materials in many industrial processes and end markets
(construction, packaging, automotive). The company currently
employs 3,861 people and operates 15 manufacturing facilities in
Europe.

Initially formed in 2015 as a joint venture between the partners
Kerling (ultimately owned by INEOS Ltd.) and Solvay, Inovyn has
been solely owned and controlled by INEOS Ltd. since 2016.


JEWEL UK: Moody's Hikes CFR to B1 on IPO Launch, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has upgraded to B1 from B2 the corporate
family rating and to B1-PD from B2-PD the probability of default
rating of Jewel UK Midco Ltd, the parent company of the luxury
watch and jewellery retailer Watches of Switzerland (WOSG, or the
company - previously known as Aurum). Concurrently, Moody's has
also upgraded to B1 from B2 the GBP265 million senior secured notes
issued by Jewel UK Bondco PLC. The outlook on both entities remains
stable.

"The decision to upgrade the ratings of Jewel UK Midco Ltd follows
the company's Initial Public Offering (IPO) and its plans to use
proceeds to reduce debt" says Roberto Pozzi, a Moody's Senior Vice
President and lead analyst for the company. "While the IPO will
improve the leverage and cash flows of the company, the ratings
remain constrained by the group's small size, limited track record
of successful expansion and leveraged external growth strategy"
adds Mr Pozzi.

RATINGS RATIONALE

Moody's rating action was driven the initial public offering (IPO)
of the company on May 30, 2019 on the London Stock Exchange and by
Moody's expectation that Moody's adjusted leverage (including
operating leases) will materially reduce post-IPO, to approximately
3.5x and that interest cover will significantly strengthen as a
result of the reduced debt quantum and cost of debt.

The offer comprises new shares to raise gross proceeds of
approximately GBP155 million and an offer of existing shares to be
sold by certain existing shareholders. The group is controlled by
AIF VII Euro Holding L.P., an investment fund affiliated with
Apollo Global Management LLC. The IPO represents a partial exit
strategy for Apollo, one of the world's largest private equity
firms based in New York, that acquired the company in 2013.
Following the IPO Moody's understands that the free float will be
around 34% of the company shares. Management stated that it does
not intend to pay a dividend in the foreseeable future.

Management intends to use the net proceeds from the offer to reduce
reported net debt to approximately GBP120 million following the
transaction. The company is currently negotiating a senior
facilities agreement which it expects will comprise a GBP120
million committed term loan facility with an uncommitted accordion
option to increase the commitments by up to GBP20 million, a
multicurrency committed revolving credit facility of up to GBP50
million. The company also has access to a US asset based lending
facility of $60 million. Management expects that all the new
facilities will benefit from upstream guarantees from certain
entities of the group. The company intends to fully redeem the
outstanding notes.

Pro forma for the IPO and the expected final capital structure,
Moody's estimates that gross leverage (as adjusted by Moody's
mainly for operating leases and non-recurring items) will decrease
to around 3.5x from 4.7x as of 29 January 2019. Leverage is not
expected to reduce materially over the next 12-18 months given that
the company continues to expand its store network through
debt-funded acquisitions. However, Moody's expects EBITDA (Moody's
adjusted) to increase to GBP135 million over this period from
GBP124 million for LTM to January 2019 based on forecast revenues
of GBP798 million.

Recent performance has been strong, with company-adjusted revenue
and EBITDA up 8.0% and 8.8% in the nine months ended 27 January
2019 from the year-earlier period (on a pro-forma basis),
respectively, driven by growing demand and good cost control. The
UK luxury watch market continued to grow in recent months, with no
sign that the ongoing economic slowdown in the UK is affecting
demand. In the US, pro-forma revenue and pro-forma EBITDA were up
9.5% and 5.5%, respectively, at constant currency, driven by
additional costs related to new store openings.

As of January 29, 2019, the company had GBP38 million of cash, of
which GBP5 million is restricted, GBP40 million is available under
a revolving credit facility (GBP29 million drawn as at 29 January
2019) and around $45 million is available under a $60-million US
asset-based lending facility (collateralised). Upon the expected
completion of the envisaged refinancing, the company will replace
the current revolving credit and asset based lending facilities
with new facilities which will be subject to certain customary
conditions, including compliance with financial maintenance
covenants.

The corporate family rating (B1 stable) is assigned at Jewel UK
Midco's level, which is a holding company incorporated and
domiciled in the UK and is the top entity of the restricted group.
According to the documentation, the current revolving credit
facility ranks ahead of the notes which are rated in line the CFR.
Moody's Loss Given Default analysis is based on an expected family
recovery rate of 50% because WOSG's capital structure comprise both
bank debt with loose covenants and secured notes.

While Moody's recognizes that the IPO will improve WOSG's credit
profile, its ratings will remain constrained by i) the group's
small scale of operations ii) its high reliance on key suppliers,
iii) a track record of debt-funded acquisitions, iv) high, albeit
decreasing, concentration on the UK market at the time of
heightened economic uncertainty affecting consumer confidence, and
v) execution risks related to the newly acquired operations in the
US, a region where WOSG did not have a significant presence before
the acquisition of the watch retailer Mayors in October 2017.

RATIONALE FOR THE STABLE OUTLOOK

Whilst Moody's expects EBITDA to increase to around GBP135 million
in the next 12-18 months, Moody's does not anticipate further
de-leveraging over the next 12-18 months following the IPO, as the
company continues to expend its store network through debt-funded
acquisitions.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Upwards pressure could arise if i) the company achieves
substantially greater scale, ii) establishes a track record of
successful expansion in the US, iii) gross debt/EBITDA (Moody's
adjusted) is sustained well below 3.5x, and iv) if it maintains
good liquidity.

On the other hand, negative pressure on the rating could arise if
i) Moody's-adjusted gross debt/EBITDA increases above 4.5x, ii)
demand weakens affecting the company's organic growth or cash flow
generation, iii) in case of any change in the relationship with
watchmakers affecting the company's market position, iv)
demonstrates a more aggressive financial policy, or v) if liquidity
deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

The Watches of Switzerland Group is a retailer of high-quality
jewellery and watches, both online and in stores, with revenue of
GBP594 million in the nine months ended January 27, 2019, excluding
discontinued operations (fiscal 2019 ends on April 30). The group
has UK-based stores and operates under the trading brands of
Goldsmiths, Mappin & Webb, and Watches of Switzerland. Pro forma
for a recent expansion in the US, the company generates around 75%
of revenue in the UK and 25% in the US.

METALYSIS LIMITED: Financial Woes Prompt Administration
-------------------------------------------------------
Business Sale reports that Metalysis Limited, a specialist metals
technology firm based in the Advanced Manufacturing Park in South
Yorkshire, has collapsed into administration, citing severe
financial difficulties as the reason for its downfall.

The company was forced to call in professional advisory firm Grant
Thornton UK LLP to handle the administration process, with advisory
partners Eddie Williams -- eddie.williams@uk.gt.com -- and Chris
Petts -- chris.petts@uk.gt.com -- appointed as joint
administrators, Business Sale relates.

According to Business Sale, Mr. Williams commented: "Metalysis is a
truly innovative UK business with a unique disruptive technology
that urgently requires new ownership and further ongoing
investment. Despite the directors' best efforts and significant
global interest, the business could not continue to operate without
the protection of administration.

"Our immediate priority and urgent focus is to work alongside a
credible interested party to secure immediate investment as part of
a sale process and we would encourage any parties with interest to
contact the administrators.  With that support, I would hope that
the business can continue to operate and thrive."

In total, Metalysis has received GBP92 million from investors --
GBP12 million just last year, Business Sale discloses.  Its most
recent accounts on Companies House show revenue was GBP886,000 and
a loss of GBP7.1 million, Business Sale notes.

Expressions of interest from potential buyers are invited
immediately, Business Sale states.

Established in 2001, Metalysis pioneers an electrochemical process
to produce powdered metal to assist with the creation of electric
vehicle batteries, 3D printing and for use in aerospace
technology.


NEPTUNE ENERGY: S&P Alters Outlook to Positive & Affirms 'BB-' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based oil and gas
exploration and production company Neptune Energy Group Midco Ltd
(Neptune) to positive from stable and affirmed the 'BB-' rating.

Neptune was able to increase its reserves and improve its reserve
life index on a proven basis (1P) to about 7.5 years at the end of
2018 compared with 6.4 at the end of 2017. It achieved this on the
back of two relatively small acquisitions in the U.K. and Norway,
but also and importantly by transforming contingent resources into
proved and probable reserves (2P). S&P believes that the company,
its management, and shareholders have built a track record of
replacing and increasing reserves, and ensuring future cash flows
for the group.

S&P said, "This picture also translates in our view that the risk
of a fast-depleting reserve base is becoming more remote. Moreover,
with reported net debt to EBITDAX (EBITDA plus exploration expense)
of 0.6x at the end of the first quarter of 2019, we see ample
flexibility for Neptune to complement this modest growth with
further initiatives, be they inorganic or organic (including
exploration), all within the frame of the conservative financial
policy.

"This potential for a more robust and resilient portfolio
supporting future cash flows at a higher level than what we
currently anticipate is reflected in our positive outlook."

The rating on Neptune reflects the company's production of 162,000
barrels of oil equivalent per day (boepd), which compares favorably
with that of similarly rated peers, as well as some positive
geographic diversification. There is a relatively modest exposure
to emerging market country risk, which Neptune reduced through the
acquisition of VNG Norge and the Apache assets in the U.K. Overall
this risk is limited, with about 13% of reserves located in Algeria
and Egypt. And although S&P reflects the partial ownership by a
financial sponsor in its financial policy assessment, S&P does not
view this as a constraint to ratings upside. This is notably
because the largest owner, China Investment Corp., typically has a
long investment horizon.

With 2018 production of 162,000 boepd and 2P reserves of 638
million barrels of oil equivalent, we view Neptune as a midsize
player, with peers in the higher business position category
typically having larger reserves, for example AKER BP (917 million
2P reserves) or Hess Corp (1.19 billion 1P reserves). About 50% of
Neptune's reserves are located in Norway. Norway's heavy tax regime
negatively affects funds from operations, but future capital
expenditure (capex) would lead to tax refunds, and consequently to
a lower effective tax rate. S&P also notes that Neptune's asset
diversification and growth projects in Australia, Algeria, and
Norway, as well as the company's very experienced management team,
should allow for a continued focus on key assets and cost
efficiency. Furthermore, a relatively high share of operated assets
allows for more control and therefore a greater opportunity to add
value to the portfolio. The non-operated assets have strong
partners with significant experience.

The financial risk profile is constrained by our financial policy
assessment. This stems from the partial ownership by financial
sponsors, which we normally view as being more aggressive than
other types of investors. However, in this case, Neptune's leverage
target is to maintain net debt to EBITDA below 1.5x, which is
relatively low and reflects a prudent approach in the volatile
industry. Furthermore, the dividend policy of paying out 25%-50% of
FOCF should mechanically reduce dividend payout if Neptune invests
more heavily to improve the reserve base, and could still generate
positive discretionary cash flow (DCF).

As such, S&P views the financial risk profile as relatively strong
for our aggressive category, with FFO to debt at about 35% on
average and DCF to debt about 5%-10%. Furthermore, the
reserve-based loan (RBL) facility sets out minimum commodity
hedging of forward-looking, post-tax, net production of 50% for
year one, 30% for year two, and 15% for year three. This may lower
profitability when hydrocarbon prices increase, but it also
improves cash flow visibility. In light of these factors, S&P does
not anticipate that leverage will increase materially over the
coming years.

S&P said, "The positive outlook reflects our view that Neptune is
improving its business position and that this could accelerate,
given the company's current ample financial flexibility.
Weighted-average credit metrics will remain commensurate with the
rating over the next three years, with FFO as a percentage of debt
in the mid-30s. Even if the company's capex is higher or its
acquisitions are larger that we anticipate, we believe the company
should be able to maintain FFO to debt above 20% and debt to
EBITDAX below 4x.

"We could upgrade Neptune in the coming six to 12 months if the
company meaningfully strengthens its reserves profile through a
combination of organic projects and greater mergers and
acquisitions activity that does not result in steeply increased
debt (such that FFO to debt moves toward 20% or below) or emerging
market exposure. A 1P reserve life index closer to 10 years and
continued ample headroom in the financial risk profile would be
supportive of a 'BB' rating.

"We could revise the outlook to stable in the coming 12 months if
reserves start declining or if Neptune deviates from its financial
policy and increase leverage a level approaching the net
debt-to-EBITDAX covenant under the RBL facility. A major economic
shock that lowered demand for natural gas in Europe and resulted in
sustainably lower prices could also lead us to revise the outlook
to stable."


PATISSERIE VALERIE: Former Chairman Plans to Emigrate
-----------------------------------------------------
BBC News reports that Luke Johnson, the former chairman of bakery
chain Patisserie Valerie, has said he considered emigrating.

According to BBC, he also feared becoming a "pariah" in business,
he said in his column for the Sunday Times.

The former boss said that in contrast to corporate struggles such
as those of Debenhams, the fall of his firm was "horribly rapid",
BBC relates.

Mr. Johnson was the largest shareholder in the chain, which went
into administration in January, BBC discloses.

He blamed part of the company's failure on the industry becoming
tougher to operate in, including having to pay higher wages and the
increasing cost of ingredients, BBC relays.

The accounting black hole at Patisserie Valerie was found to be
GBP94 million in March, more than double a previous estimate,
according to a report by its administrators, BBC notes.

After it fell into administration, the cafe chain was found to have
overstated its cash position by GBP30 million and failed to
disclose overdrafts of nearly GBP10 million, BBC recounts.

KPMG's latest report says the company falsely claimed to have GBP54
million in cash, according to BBC.

The majority of Patisserie Valerie has been sold to a private
equity firm, BBC states.



PI UK HOLDCO II: S&P Affirms B ICR on Solid Operating Performance
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.K.-based payment service provider PI UK Holdco II Ltd. (Paysafe)
and its 'B' issue rating on its senior secured term loans.

S&P said, "The affirmation reflects our view of solid operating
performance in 2018, especially during the fourth quarter when
digital wallets revenues recovered significantly after the earlier
negative effects from new Mastercard policies.

"We also forecast further EBITDA growth, faster over 2019-2020, due
to realized cost synergies and lower integration- and
acquisition-related costs. We forecast that Paysafe's adjusted
EBITDA margin will increase to about 31% in 2019 from 29% in 2018
on a pro forma net revenue basis.

"As a result, we forecast that EBITDA cash interest coverage will
exceed 2x and that Paysafe will deleverage to 7.5x on adjusted
basis while generating FOCF of about US$160 million-$170 million,
representing 5% of total S&P Global Ratings-adjusted gross debt in
2019 excluding acquisition-related and integration costs.

"This compares with adjusted leverage of 8.6x on a pro forma basis
in 2018, which was higher than our forecast of about 8x. This was
primarily due to lower-than-expected gross margins in the payment
processing business reflecting the new customer mix.

"Our expectations of solid FOCF generation in 2019 of US$160
million-US$170 million (excluding acquisition and integration
costs) reflect Paysafe's modest capital expenditure and working
capital needs. These are somewhat offset by its higher cost of
funding given the debt-funded acquisition of iPayment, which
increased cash interest from US$155 million in 2018 to about US$180
million-US$190 million in 2019. We note that the term loans'
interest is entirely variable, tied to LIBOR, and denominated in
both EUR and USD. Nevertheless, Paysafe has interest rate swaps and
caps fixing about two-thirds of the group's borrowings.
Furthermore, Paysafe's digital wallet division's results are
positively correlated to interest rates, as Paysafe earns the
interest income on safeguarded customer funds.

"While the rating is supported by solid cash generation and good
growth prospects, we currently see very limited headroom within the
rating for further debt-financed acquisitions or underperformance
over the medium term.

Paysafe's fair business risk profile reflects its larger scale
following the acquisitions of MCPS and iPayment--making it the
fifth-largest non-bank merchant payment service processor in the
U.S. with an omnichannel platform targeting small and medium
businesses (SMB)--and its reduced exposure to online gaming which
has high regulatory risk. It also reflects the leading market share
in high-margin e-wallet business, predominantly in online gaming.
S&P also sees as positive its increasing revenue share of the
point-of-sale (POS) channel, which is less risky and exposed to
lower churn than its e-commerce counterpart. While the scale is
more in line with rated European peers (Nets and Wordline), the
enlarged group will remain significantly behind some U.S. peers
like Worldpay, First Data, and Global Payments.

These factors are offset by Paysafe's still relatively low market
share in the competitive payment processing SMB market in the U.S.
This market has a higher client-churn rate given the inherently
riskier nature of small business. Despite iPayment's direct-sale
capabilities, the majority of payment processing revenues are still
generated in partnership with Independent Sales Organization (ISO)
with lower margins and higher churn rates. Paysafe also relies on
external partners for front-end and back-end processing lacking
in-house technology. Compared to European peers (Nets and
Worldline), Paysafe is less integrated in payment value chain,
without settlement capabilities.

Paysafe still has significant exposure to relatively niche digital
wallet and prepaid card products. These account for about 48% of
net revenues and 54% of gross profit in 2018 on pro forma basis,
which are exposed to regulatory compliance (e.g. AML) and fraud
risks. Furthermore, the significant portion of the e-wallet
business (36% of gross profit in 2018 on pro forma basis) caters
for the online gaming sector, which S&P views as susceptible to
unexpected adverse regulatory changes, as demonstrated by the
negative effects of the new Mastercard policies.

The stable outlook reflects our expectations that Paysafe will grow
net revenues by 12%-14% in 2019, supported by growing non-cash
payment transaction volumes in the U.S. and continued market
expansion in e-wallet and prepaid business. This, coupled with
improving adjusted margins on the back of realized cost synergies
and lower integration costs, should lead to adjusted leverage of
about 7.5x and FOCF to debt of about 4% (7x and 5% excluding
integration and acquisition costs, respectively).

S&P could lower its rating if operating underperformance leads to a
decline in S&P Global Ratings-adjusted FOCF-to-debt to well below
5% (excluding integration or acquisition-related fees) or EBITDA
cash interest coverage fell below 2x, combined with gross leverage
remaining above 7.5x. This could occur if EBITDA margins decline
further than expected due to competitive pressures on pricing,
greater implementation costs, or delays in the realization of cost
savings from the integration of recent acquisitions, or regulatory
changes that could adversely affect the high margin e-wallet
business. This could also be driven by further large debt-funded
acquisitions or aggressive capital structure changes.

S&P said, "An upgrade is unlikely over the next 12 months due to
the high leverage and our view that the company will continue to
seek acquisition-related growth. We could raise our rating in the
long term if, on a sustained basis, we expect S&P Global
Ratings-adjusted FOCF-to-debt of about 10% and gross leverage of
below 6x, as well as a financial policy commitment to maintain
these levels."


POLARIS PLC 2019-1: Moody's Gives (P)Caa1 Rating on Class X Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Polaris 2019-1 plc:

GBP[ ] Class A Notes due April 2057, Assigned (P)Aaa (sf)

GBP[ ] Class B Notes due April 2057, Assigned (P)Aa2 (sf)

GBP[ ] Class C Notes due April 2057, Assigned (P)A1 (sf)

GBP[ ] Class D Notes due April 2057, Assigned (P)Baa1 (sf)

GBP[ ] Class E Notes due April 2057, Assigned (P)Ba1 (sf)

GBP[ ] Class F Notes due April 2057, Assigned (P)B2 (sf)

GBP[ ] Class X Notes due April 2057, Assigned (P)Caa1 (sf)

Moody's has not assigned ratings to the GBP[ ] Class Z Notes due
April 2057.

The Notes are backed by a static portfolio of UK non-conforming
residential mortgage loans originated by Pepper (UK) Limited (not
rated). This is the first securitization of this originator in the
UK. The securitised portfolio consists of mortgage loans granted to
[1,355] borrowers with a current portfolio balance of GBP [244.3]
million in the pool-cut as of end of March 2019.

RATINGS RATIONALE

The ratings are based on the credit quality of the portfolio, the
structural features of the transaction and its legal integrity.

Moody's determined the portfolio lifetime expected loss of [3.0]%
and Aaa MILAN credit enhancement of [15.0]% related to borrower
receivables.

Portfolio expected loss of [3.0]%: This is lower than the UK
Non-conforming sector average and is based on Moody's assessment of
the lifetime loss expectation for the pool taking into account: (1)
the static portfolio; (2) the above average percentage of loans
with an adverse credit history; (3) the share of owner-occupied
properties of [75.6]% in the pool; (4) the current macroeconomic
environment in the United Kingdom; and (5) benchmarking with
similar UK Non-conforming RMBS.

MILAN CE of [15.0]%: This is lower than the UK Non-conforming
sector average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (1) the
static portfolio; (2) the low WA current LTV of [69.7]% in
comparison to other portfolios in this asset class; (3) the low WA
seasoning of [0.8] years; (4) high borrower concentration; and (5)
the fact that [24.4]% of the pool are buy-to-let properties.

The transaction benefits from a liquidity reserve fund sized at
[2.0]% of the Class A Notes balance at closing. The liquidity
reserve fund will be tracking the outstanding balance of the Class
A Notes. It covers senior fees, swap payments and only interest on
Class A Notes. However, the liquidity reserve does not cover any
other Class of Notes in the event of financial disruption of the
servicer and therefore limits the achievable ratings of some
mezzanine tranches. Credit enhancement for Class A Notes is
provided by [17.0]% subordination at closing and excess spread.

Interest Rate Risk Analysis: At closing, [91.6]% of the loans in
the pool will be fixed rate loans reverting to 3M LIBOR. To
mitigate the fixed-floating rate mismatch between the loans and the
SONIA-linked coupon on the Notes, there is an interest rate swap
with a scheduled amortisation provided by Natixis (A1/P-1 &
Aa3(cr)/P-1(cr)), acting throught its London branch, in place. The
issuer pays the swap rate of [ ]% in return for SONIA. The swap
notional is based on the pre-determined amortization schedule for
fixed-rate loans in the pool with 0% CPR assumption. The risk of
issuer becoming over-hedged, as well as the difference between the
LIBOR rate of the assets and the SONIA-linked liabilities was taken
into account in the stressed margin vector used in the cash flow
modelling. The swap agreement is largely in accordance with Moody's
guidelines although the exposure to the swap counterparty has a
negative impact in the linkage-adjusted ratings of some mezzanine
Notes. The collateral trigger is set at loss of Baa1(cr) and the
transfer trigger at loss of Baa3(cr).

Linkage to the Servicer: Pepper (UK) Limited (NR) is the servicer
in the transaction. To help ensure continuity of payments in
stressed situations, the deal structure provides for: (1) a back-up
servicer facilitator (CSC Capital Markets UK Limited (NR)); (2) an
independent cash manager (U.S. Bank Global Corporate Trust Limited,
subsidiary of U.S. Bancorp (A1; P-1)); (3) liquidity for the Class
A Notes; and (4) estimation language whereby the cash flows will be
estimated from the three most recent servicer reports should the
servicer report not be available.

Principal Methodology

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

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

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

Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool,
together with an increase in credit enhancement of the Notes.

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


POLARIS PLC 2019-1: S&P Assigns Prelim CCC Ratings on Class X Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Polaris 2019-1 PLC's class A to F notes as well to its class X
notes (which are not collateralized). At closing, Polaris will also
issue unrated class Z notes.

The transaction securitizes a pool of U.K. mortgage loans. All of
the loans in the pool have been originated by Pepper (UK) Ltd. in
the U.K. The originator is also the servicer in the transaction.
This is the first residential-mortgage-backed securities (RMBS)
transaction originated by Pepper (UK) Ltd. in the U.K. that S&P
rates.

The issuer will pay interest monthly in arrears on the interest
payment dates beginning in July 2019. The legal final maturity date
for all classes of notes will be in April 2057. All classes of
notes will accrue interest at a rate of compounded daily Sterling
Overnight Index Average plus a class-specific margin, which will
step up on the first optional redemption date in June 2022.

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

"The class X notes are not supported by any subordination or the
reserve fund, relying entirely on excess spread. In our analysis,
the class X notes are unable to withstand the stresses that we
apply at our 'B' rating level. Consequently, we consider that there
is a one-in-two chance of a default on the class X notes and that
these notes are reliant upon favorable business conditions to
redeem. We have therefore assigned our 'CCC (sf)' rating to this
class of notes."

  RATINGS LIST
  Class    Prelim.    Class
           rating*    size (%)§
  A        AAA (sf)   83.0
  B        AA (sf)    4.5
  C        A+ (sf)    4.5
  D        A (sf)     2.5
  E        BBB (sf)   2.0
  F        BBB- (sf)  1.0
  Z        NR         2.5
  X        CCC        2.0


THOMAS COOK: In Takeover Talks with Fosun, Outcome Uncertain
------------------------------------------------------------
BBC News reports that troubled travel company Thomas Cook has
received a takeover approach for its tour business from a Chinese
firm.

China's Fosun is already Thomas Cook's largest shareholder, and
also owns the Club Med holiday business, BBC notes.

Last month, Thomas Cook reported a GBP1.5 billionn loss and said
there was "little doubt" that Brexit had caused customers to delay
their summer holiday plans, BBC recounts.

The firm has annual sales of GBP9 billion, 19 million customers a
year and 22,000 staff operating in 16 countries, BBC discloses.

Thomas Cook -- which was founded in Market Harborough in 1841 --
said it was in talks with Fosun, but added there could be "no
certainty that this approach will result in a formal offer",
BBC relates.

Last month, Thomas Cook's shares fell sharply on fears over its
financial strength, BBC recounts.  Its stock sank 30% in one day
after analysts at Citigroup said the company's shares were
"worthless", BBC relays.

The travel firm has issued three profit warnings in a year, and is
struggling to reduce its debts, BBC states.

Thomas Cook Group plc is a British global travel company.


WOODFORD PATIENT: Seeks to Reassure Investors After Suspension
--------------------------------------------------------------
Michael O'Dwyer and Lucy Burton at The Telegraph report that
Woodford Patient Capital Trust, the publicly listed fund of
beleaguered investor Neil Woodford, has sought to reassure
investors after a sharp drop in its share price following the
suspension of its sister fund.

Shares in Woodford Patient Capital Trust fell another 5% on Monday,
June 10, to 59.32p, about a fifth lower than their value before Mr.
Woodford stopped investors withdrawing money from his Equity Income
Fund, The Telegraph discloses.

According to The Telegraph, the trust said it "notes the reaction"
in the Patient Capital Trust's share price and those of certain
companies in which both the trust and the now suspended Equity
Income Fund are invested.

As reported by the Troubled Company Reporter-Europe on June 5,
2019, The Telegraph related that trading of Mr. Woodford's flagship
Equity Income fund has been suspended "with immediate effect and
until further notice" due to high levels of withdrawals from
investors.  According to The Telegraph, the GBP3.7 billion fund has
suffered heavy outflows since its assets peaked at GBP10.2 billion
in June 2017 -- with GBP560 million pulled out of the fund in the
last month alone.  It has been among the worst performing income
funds since it peaked in 2017 and for investors that bought at the
launch positive returns made at the start have been all-but wiped
out, The Telegraph noted.


WOODFORD PATIENT: Sells, Transfers Stock Since Fund Suspension
--------------------------------------------------------------
Peter Smith, Daniel Thomas, Kate Beioley and Owen Walker at The
Financial Times report that Neil Woodford's wounded fund management
empire has sold or transferred close to GBP600 million of stock
since the suspension of its flagship GBP3.7 billion fund on June 3,
as the one-time star UK stockpicker scrambles to raise cash.

According to the FT, signs that Mr Woodford is unwinding his
long-held stock positions will heighten fears of a fire sale of
assets in the funds, which have already weighed on share prices of
companies across the portfolio as scrutiny intensifies of his
firm's recent conduct.

Mr. Woodford, however, hit back at suggestions he was liquidating
his portfolio, the FT notes.  "This is categorically not a fire
sale," the FT quotes a Woodford spokesman as saying.  "Neil has
sold GBP95 million of stocks this week as he continues to
reposition the GBP3.7 billion Woodford Equity Income Fund
portfolio."

Stock market trades reflect close to GBP100 million of equity sales
by Mr. Woodford's funds, which need to raise liquidity to meet a
potentially devastating call for cash when they reopen for trading,
the FT recounts.

Philip Warland, an investment industry veteran who advises UK fund
boards, as cited by the FT, said Mr. Woodford needed to "create a
liquidity pool of at least GBP1 billion".

Woodford Investment Management managed assets of more than GBP15
billion two years ago but it had fallen to GBP10 billion in March,
the FT relays.  On June 7, its assets were below GBP5 billion, with
some three-quarters of that in the stricken equity income fund, the
FT discloses.

As reported by the Troubled Company Reporter-Europe on June 5, 2019
, The Telegraph related that trading of Mr. Woodford's flagship
Equity Income fund has been suspended "with immediate effect and
until further notice" due to high levels of withdrawals from
investors.  According to The Telegraph, the GBP3.7 billion fund has
suffered heavy outflows since its assets peaked at GBP10.2 billion
in June 2017 -- with GBP560 million pulled out of the fund in the
last month alone.  It has been among the worst performing income
funds since it peaked in 2017 and for investors that bought at the
launch positive returns made at the start have been all-but wiped
out, The Telegraph noted.



                           *********


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

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

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

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

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

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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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