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

                          E U R O P E

          Friday, July 5, 2019, Vol. 20, No. 134

                           Headlines



B E L G I U M

HOUSE OF HR: Moody's Affirms B1 CFR, Outlook Stable
HOUSE OF HR: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable


F R A N C E

PHOTONIS TECHNOLOGIES: S&P Hikes ICR to 'B-' Then Withdraws Rating


G E R M A N Y

AVS HOLDING: Moody's Assigns B2 CFR, Outlook Stable
AVS HOLDING: S&P Assigns Prelim. 'B' LT Issuer Credit Rating


I R E L A N D

CASTLE PARK: Moody's Affirms B2 Rating on EUR12MM Class E Notes
EIRCOM HOLDINGS: Fitch Lowers Sr. Sec. Debt Rating to BB-
EUROPEAN RESIDENTIAL 2019-NPL1: Moody's Gives (P)B3 to C Notes
WEATHERFORD INT'L: Files Voluntary Chapter 11 Bankruptcy Petition
WEATHERFORD INT'L: Obtains Court Approval to Access DIP Financing



L U X E M B O U R G

ENDO LUXEMBOURG I: Moody's Lowers Corp. Family Rating to B3


N E T H E R L A N D S

NOSTRUM OIL: S&P Lowers ICR to CCC+ on Capital Structure Concerns
UNIT4: S&P Rates New EUR730MM and $30MM First Lien Loans 'B-'


P O L A N D

EPP FINANCE: S&P Withdraws 'BB' Issuer Credit Rating


P O R T U G A L

LUSITANO MORTGAGE 2: Fitch Affirms Bsf Rating on Class E Notes
LUSITANO MORTGAGES 5: S&P Raises Class D Notes Rating to 'B'
MAGELLAN MORTGAGES 4: S&P Raises Class D Notes Rating to BB


R U S S I A

ORIENT EXPRESS: Moody's Withdraws Caa1 LongTerm Deposit Ratings
ZIRAAT BANK: Moody's Cuts Deposit Ratings to B3, Outlook Negative


S P A I N

BBVA CONSUMO 10: S&P Assigns Prelim B Rating on Class C Notes


U N I T E D   K I N G D O M

ARCADIA GROUP: TPR Chief Refers MPs to Trustees on CVA Details
DUDLEY LEISURE: Viva Blackpool Cabaret Bar to Continue Trading
MERLIN ENTERTAINMENT: S&P Puts 'BB' ICR on CreditWatch Negative
POLARIS PLC 2019-1: Moody Rates GBP5.2MM Class X Notes 'B3'
R DURTNELL: Halts Trading, More Than 100 Jobs at Risk

SOUTHERN WATER: S&P Lowers Senior Secured Debt Rating to 'B'
SRC TRANSATLANTIC: Claims Filing Deadline Set for July 31
TORO PRIVATE I: S&P Assigns B Issuer Credit Rating, Outlook Stable
WRIGHT MARSHALL: Enters Administration, Seeks Buyer for Business


X X X X X X X X

[*] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS

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B E L G I U M
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HOUSE OF HR: Moody's Affirms B1 CFR, Outlook Stable
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Moody's Investors Service affirmed the B1 corporate family rating
and B1-PD probability of default rating of House of HR NV, a
Belgium-based staffing company. At the same time, the rating agency
has assigned a B1 rating to the new EUR550 million term loan B due
2026 and the new EUR100 million revolving credit facility due 2026,
issued by House of Finance N.V. (The), a wholly-owned subsidiary of
the company. The outlook on all ratings remains stable.

The action follows the announcement that House of HR is looking to
refinance its existing term loan B and to do a capital reduction.
At closing of the transaction, the EUR300 million cash amount
earmarked for the capital reduction is expected to be held in an
escrow account to be released in two instalments as follows: EUR233
million to be paid in September and the remaining EUR67 million to
be paid subject to a 3.8x net leverage test. The company has the
capacity to test it at any time on a quarter end for one year. If
the test is not met by the end of the period, the cash will be
released from the escrow account and left on the balance sheet of
the company, without the capacity to upstream that cash. The
transaction will be funded through (1) the new EUR550 million term
loan B and (2) a new EUR320 million senior secured debt.
Concurrently, a new RCF of EUR100 million, increased by EUR20
million compared to the existing one, will be put in place. As a
result of the transaction, Moody's-adjusted leverage will increase
by 1.3x to 4.8x from 3.5x as of December 31, 2018. Moody's will
withdraw the ratings on the existing facilities after their full
repayment.

RATINGS RATIONALE

"Today's affirmation reflects House of HR's (1) leading market
positions in Belgium and the Netherlands with a presence in
attractive high margin niche industry segments and its specific
focus on small and medium-sized enterprises driving the
outperformance in organic growth; (2) strong cash-flow generation
allowed by low capital expenditure and working capital
requirements; (3) good track record of organic revenue growth along
with the successful integration of acquired companies; (4) high
industry and customer diversity", says Florent Egonneau, Assistant
Vice-President and Moody's lead analyst for House of HR. The
affirmation also reflects Moody's expectation that while leverage,
as measured by Moody's-adjusted debt/EBITDA, will increase to 4.8x
pro forma for the transaction, the rating agency projects
relatively rapid de-leveraging towards 4.0x in the next 12-18
months.

Conversely, the rating remains constrained by (1) rapid
acquisition-driven growth, with a limited track record of operating
as a larger entity; (2) competitive challenges from digitalisation
trend and fragmented nature of the industry with low barriers to
entry; (3) small scale on a global basis compared to leading
generalist staffing companies; and (4) the highly cyclical nature
of the staffing industry.

LIQUIDITY

House of HRs' liquidity is adequate and supported by: no meaningful
debt amortizations until 2026; strong free cash flow (FCF)
generation; the RCF of EUR100 million expected to be undrawn at
closing. Under the loan documentation, the RCF lenders benefit from
a net leverage covenant tested only when the RCF is drawn by more
than 40%. Moody's expects that House of HR will maintain a good
headroom under this covenant if it is tested.

STRUCTURAL CONSIDERATIONS

The B1 rating of the senior secured facilities is in line with the
B1 CFR in the absence of any significant liabilities ranking ahead
or behind. The B1-PD PDR reflects Moody's 50% corporate family
recovery rate assumption reflecting the senior secured debt
structure with a springing financial maintenance covenant.

OUTLOOK RATIONALE

The stable outlook reflects Moody's expectation that House of HR's
leverage, as measured by Moody's-adjusted debt/EBITDA, will reduce
towards 4.0x in the next 12-18 months. The outlook assumes no
significant re-leveraging events through debt-financed
acquisitions.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating pressure could arise if:

  - The company demonstrates a longer history of operating as a
larger entity and continues to increase its scale, whilst
maintaining solid financial performance and operating metrics;

  - Leverage, as measured by Moody's-adjusted debt/EBITDA,
decreases sustainably below 3.5x;

  - FCF/ debt rises sustainably above 15%;

  - The company's financial policy moves in line with a Ba rating.

Negative rating pressure could arise if:

  - The company's organic revenue growth falls substantially below
market rates or if there is a significant deterioration in EBITDA
margin;

  - Leverage, as measured by Moody's-adjusted debt/EBITDA,
increases sustainably above 4.5x;

  - FCF / debt reduces below 5%;

  - Liquidity concerns arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

COMPANY PROFILE

House of HR is a Belgium-based provider of human resource solutions
with a focus on small and medium-sized enterprises. The company
predominantly operates in Belgium, the Netherlands, Germany and
France, and serves three segments: (1) engineering/consulting --
secondment of engineers and highly skilled technicians, consultants
and lawyers; (2) specialised staffing -- temporary and permanent
staffing services of candidates with technical profiles in Belgium
and the Netherlands; (3) general staffing -- temporary staffing
services of primarily low-skilled profiles in Germany.

The company is majority owned by the French-based private equity
fund Naxicap. In the year ended December 31, 2018, the company
generated pro forma revenues of EUR1.7 billion and company-adjusted
EBITDA of approximately EUR180 million.


HOUSE OF HR: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating
onsStaffing service provider House of HR N.V.

House of HR is also refinancing its existing debt. Pro forma for
the transaction, it will have a EUR100 million revolver, EUR550
million term loan, and EUR320 million senior secured notes, all of
which rank pari passu.

S&P said, "We are assigning our 'B+' ratings to these securities
with '3' recovery ratings. The '3' recovery ratings reflect our
expectation of meaningful (rounded estimate: 55%) recovery in the
event of a payment default.

"The affirmation reflects our view that, while the company is
raising leverage to 5.3x from around 4x (expected as of June 30,
2019) pro forma for the transaction, continued strong EBITDA
growth, fueled by solid organic growth and acquisitions, will
result in adjusted debt to EBITDA declining to below 5x over the
next 12 months.

"Since we assigned our rating to House of HR in February 2018,
strong EBITDA growth has driven leverage from 4.8x to 4x (before
this transaction)." The company has capitalized on several
favorable trends in the outsourced staffing market that have
created labor shortages such as low unemployment, a growing skill
supply-demand gap in technical engineering and specialized
blue-collar labor, and an aging population that is resulting in a
declining work force."

In addition to strong organic growth, in 2018 the company completed
nine acquisitions for EUR95 million that added about EUR10 million
to EBITDA. It has grown its solid market positions in the
specialized staffing and consulting and engineering markets in
Belgium, the Netherlands, and France, where it generates about 70%
of its revenues. S&P believes this supports House of HR's revenue
predictability--as do its high retention rates given the fragmented
nature of staffing markets and low barriers to entry.

S&P said, "We expect revenues to continue to grow in at least the
mid- to high-single-digit percent range organically to about EUR2
billion in 2020. Despite acquiring 22 companies since 2016, the
group has been able to maintain S&P Global Ratings-adjusted EBITDA
margins in the 10%-12% range, reflecting management's ability to
effectively integrate targets. We expect the group to maintain
similar S&P Global Ratings-adjusted EBITDA margins through 2020,
further supporting its comfortable free operating cash flow
generation. We expect free cash flow of around EUR60 million-EUR70
million over the next 12 months, and we believe the company will
continue to use most of its free cash flow to drive growth.

"We expect House of HR's total S&P Global Ratings-adjusted debt to
total just over EUR1 billion at transaction close, which includes
EUR870 million of new debt, about EUR75 million of lease
adjustments, EUR50 million of financing received through factoring
of receivables (based on expected usage), about EUR55 million of
preference shares, and about EUR7 million of shareholder loans and
subordinated vendor loans. While the debt-funded dividend will
weaken leverage metrics in 2019, we believe they will improve in
2020 and beyond as the absolute EBITDA base increases through
organic and external growth, while adjusted debt levels stay fairly
stable, assuming there are no significant debt-funded
acquisitions."

House of HR's capital expenditures requirements of around EUR20
million-EUR22 million annually are about 1%-1.2% of revenues, which
is relatively low compared to business services peers.

S&P said, "We are revising our assessment of House of HR's
financial policy because the sponsor has demonstrated a more
aggressive financial policy that previously indicated. It has also
shown a willingness to increase its S&P Global Ratings-adjusted
leverage to a higher level than that at the time of our initial
rating assignment, to more in line with that of a typical private
equity sponsor." However, the company's strong operating
performance and free cash flow generation will help the company
deleverage over the next 12 months to levels still commensurate
with the current rating.

S&P said, "The stable outlook reflects our view that House of HR
will maintain its organic growth in 2019 as it benefits from fairly
stable business conditions and continued outsourcing of staffing
services such that adjusted debt to EBITDA declines to below 5x
over the next 12 months. The outlook also reflects our expectation
that the company will not pursue any debt-funded acquisitions or
shareholder returns that would compromise its ability to sustain
leverage below 5x.

"We could consider a negative rating action if operating
performance weakened, or if the group pursued a more aggressive
financial policy such that leverage remained above 5.0x and funds
from operations (FFO) to debt was to fall and remain below 10%.
While our base case indicated House of HR will deleverage
relatively rapidly over the next two years, there is currently
limited headroom for underperformance.

"We could consider a positive rating action if the company showed a
clear commitment to and track record of maintaining leverage
significantly below 4.5x and FFO to debt above 16% while
maintaining consistent operating performance with high and stable
profitability. Given the recent dividend recapitalization, however,
we see this scenario as inconsistent with the company's financial
policy and therefore less likely in the short term."

House of HR provides staffing services. The group operates in the
general and specialized staffing markets, as well as in the
engineering and consulting services market in Belgium, the
Netherlands, Germany, and France. House of HR is majority owned and
controlled by the private equity fund Naxicap.




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F R A N C E
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PHOTONIS TECHNOLOGIES: S&P Hikes ICR to 'B-' Then Withdraws Rating
------------------------------------------------------------------
S&P Global Ratings withdrew all its ratings on night vision sensors
company Photonis Technologies SAS, including its long-term issuer
credit rating and its issue rating on the term loan B fully repaid
in April 2019, at the issuer's request.

S&P said, "Before the withdrawal, we raised our rating on Photonis,
principally because of the company's enhanced free cash flow
generation profile. This results from EUR17 million lower cash
interest payments under its new capital structure and from improved
operating performance fueled by a pick-up in sales for night vision
tubes. We expect that Photonis will further reap the benefits of
its cost-restructuring program called "One Photonis." However,
Photonis' leverage remains high, at about 18x (or about 8x
excluding the preference shares and convertible notes from the debt
calculation) and it has limited control over the delays between
contract awards and the start of production, owing to its position
as a tier 2 manufacturer in the value chain.

The company's liquidity position has improved, thanks to the
long-dated maturity profile of the capital structure with the next
loan coming due in 2025, access to an undrawn revolving credit
facility, and higher expected free cash flow generation thanks to
lower cash interest payments and improved operating performance.

At the time of withdrawal, the outlook was stable.

Photonis is a France-based tier-2 manufacturer of electro-optic
photo-detection components for military (night vision) and science
and industry applications (nuclear detectors, homeland security,
biotech research). The company is owned by private equity sponsor
Ardian.




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G E R M A N Y
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AVS HOLDING: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
a probability of default rating of B2-PD to German traffic safety
service provider AVS Holding GmbH. Concurrently Moody's has
assigned B2 instrument ratings to the new EUR300 million senior
secured term loan B and the EUR75 million senior secured revolving
credit facility of AVS Group GmbH, a fully owned subsidiary of AVS.
The outlook on the ratings of both entities is stable.

RATINGS RATIONALE

AVS's B2 Corporate Family Rating reflects as positives: (a) the
company's leading position in the German and Belgian traffic safety
services markets, (b) the group's integrated business model, which
includes the manufacturing of mobile barriers, representing some
barriers to entry, and (c) strong and stable margins, with an EBITA
margin (Moody's adjusted) of 23.8% (as of December 2018),
supporting positive free cash flows.

The rating is constrained by AVS's: (a) very small size, with sales
of only approximately EUR178 million (2018, pro forma for the
acquisition of Fero) and the absence of a track record as a
combined entity, (b) the lack of regional diversification, as the
company is focused on the German and Belgian markets only, and (c)
relatively high financial leverage of approximately 5.5x
debt/EBITDA (Moody's adjusted), expected for fiscal year 2019, pro
forma for the acquisition of Fero and the related refinancing.

On 29 May 2019, AVS signed a binding agreement to acquire the
Belgian Fero Group (Fero), the local market leader for temporary
traffic management. The proposed term loan will be used to
refinance the acquisition of Fero and AVS's existing debt of EUR155
million.

LIQUIDITY

AVS's liquidity is adequate, considering the company's positive
free cash flow generation and the absence of any short-term debt
maturities following the proposed refinancing transaction. The
company has access to a sizeable new EUR75 million senior secured
revolving credit facility (RCF). These liquidity sources are well
in excess of cash uses for working cash (estimated at 3% of sales
or approximately EUR6 million), short-term working capital swings.

The RCF is subject to a springing net leverage covenant, tested
when the facility is drawn down for more than 35%. The covenant is
set with 40% initial headroom at closing of the transaction and
Moody's expect the company to retain sufficient headroom going
forward.

STRUCTURAL CONSIDERATIONS

The rating of the EUR300 million senior secured term loan B and the
senior secured revolving credit facility (RCF) owed by AVS Group
GmbH is in line with the Corporate Family Rating (CFR) of AVS
Holding GmbH. AVS Group GmbH is a wholly owned subsidiary of AVS
Holding GmbH, which has no other financial liabilities than a
EUR101m shareholder loan (as of December 2018), which is deeply
subordinated and which Moody's understand will be amended and meet
its criteria for treatment as equity. AVS Group GmbH is also the
direct and indirect owner of all operating subsidiaries within the
group, comprising of the existing AVS operations, predominantly in
Germany, and the newly acquired assets of Fero in Belgium. The
senior secured term loan B ranks pari passu with the EUR75 million
senior secured RCF.

Apart from minor pension liabilities (EUR1 million, as of December
2018), and capitalized lease liabilities mainly relating to rent
(estimated at around EUR10 million, as of December 2018; based on
Moody's global standard adjustments), there is no other financial
debt within the group.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the expectation that AVS will be able
to generate organic revenue growth at least in the low
single-digits in percentage terms while maintaining high operating
profit margins of well above 20% (Moody's adjusted EBITA). The
stable outlook also reflects a gradual de-leveraging within a range
of 4.5x - 5.5x Moody's adjusted debt/EBITDA over the next 12-18
months, mainly driven by moderate profit growth and positive free
cash flows. Finally, the stable outlook reflects no intention to
pay dividends, and that M&A activities would be limited to bolt-on
acquisitions, which would not increase leverage beyond the
mentioned range.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would consider to upgrade AVS's rating if (i) debt/EBITDA
(Moody's adjusted) declined below 4.5x, (ii) EBITA margin (Moody's
adjusted) exceeded 30%, and (iii) RCF/net debt (Moody's adjusted)
exceeded 15%, all on a sustainable basis. Moreover, an upgrade
would require increased regional diversification and increased size
of the company.

Moody's would consider a rating downgrade if (i) debt/EBITDA
exceeded 5.5x, (ii) EBITA margins declined below 20%, or (iii) free
cash flows turned negative. The rating could also be downgraded if
the company's liquidity deteriorated to weak levels.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

COMPANY PROFILE

Headquartered in Leverkusen, Germany, AVS Holding GmbH is a
provider of traffic safety services in Germany and Belgium. In the
highly fragmented German highway traffic safety services market, it
is the clear leader, with a market share of approximately 22%. In
2018, the group employed approximately 600 professionals, had a
pool of mobile crash barriers in excess of 600 kilometers and
generated EUR134 million of revenues. Pro forma for the acquisition
of Fero, the leading traffic safety provider in Belgium, the group
will generate annual revenues of approximately EUR178 million
(based on 2018 numbers). AVS is majority owned by the private
equity firm Triton, as well as members of the founding families of
AVS and Fero.


AVS HOLDING: S&P Assigns Prelim. 'B' LT Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings assigns its preliminary 'B' long-term issuer
credit rating to AVS Holding GmbH and its core subsidiary AVS Group
GmbH, and its preliminary 'B' issue rating and '3' recovery rating
to the proposed term loan B and RCF.

The rating actions follow AVS Group's announcement that it has
agreed to acquire Belgium-based Fero. To finance the acquisition
and refinance its existing debt, AVS intends to raise a seven-year
EUR300 million senior secured term loan B, along with a EUR75
million RCF, while Fero's existing shareholders will roll over
EUR45 million of their stake in the business.

AVS' leading market positions in the temporary traffic management
market, the industry's strong growth prospects, and AVS' solid
EBITDA margins support our business risk profile assessment. AVS
enjoys the No. 1 position in Germany, with a 22% market share, and
will hold the No. 1 position in Belgium after the acquisition with
a 60% market share. The temporary traffic management market in both
countries benefits from favorable growth prospects, thanks to
underlying road and bridge infrastructure spending projections that
are supported by committed long-term public budgets. Although not
immune to competition, AVS' and Fero's positions in their
respective markets are protected by their national scale and broad
regional footprint compared with smaller competitors, their
integrated service offering along the value chain, and their large
and modern equipment, in particular the innovative and competitive
hybrid mobile crash barriers that AVS manufactures in-house. This
gives the group a key advantage at a time of scarce equipment
availability in the market. Furthermore, despite limited end-market
diversity, AVS' revenue is not too heavily concentrated on key
clients, since its top-10 clients account for 25%-35% of revenue,
and the company derives a large portion of revenue from smaller
clients and multiple contracts. S&P finally considers that AVS'
solid EBITDA margins (above 30%) a key strength of the business
model, and it expects margins to be resilient, given that road
infrastructure investment is determined more by political decisions
than the economic cycle.

However, S&P thinks that AVS' limited absolute scale relative to
other business services companies, and operations in a fragmented
market, constrain its business risk profile. Despite its expansion
in a new geography and its increased scale with the acquisition of
Fero, the combined group remains a small player in niche markets
(market size estimated at EUR310 million in Germany and EUR70
million in Belgium), with weak geographic diversification and
limited product diversification. Although it enjoys leading market
positions in both Germany and Belgium, these markets are fragmented
and competitors could try to take advantage of the projected
favorable market growth, creating pricing pressure for AVS. In
addition, AVS' end customers are a mix of civil engineering
companies (about 65%-70% of sales) and public authorities (about
30%-35%), making the group vulnerable to potential volatility in
road infrastructure investment. Furthermore, AVS has project-based,
short-term contracts, with contract length ranging from a few weeks
to several months for large projects, which does not provide
long-term revenue visibility. That said, both AVS and Fero have a
favorable track record of winning contracts, thanks to their
national footprint, cost advantage, and good reputation. Finally,
although we consider the group's EBITDA margins strong, this is
mitigated by its absolute small size, the project-base contract
structure, and short-term fluctuations in road infrastructure
investment, which could create some earnings volatility. This is
also tempered by the group's higher capital expenditure (capex)
requirements compared with business services peers'.

AVS has completed seven acquisitions in the past two years, the
largest being Fero. Acquisitions have been a significant
contributor to revenue growth on top of organic growth. S&P expects
AVS will continue looking for external growth opportunities, given
the fragmented nature of the traffic safety services market in
Europe, in order to strengthen its market positions and expand in
additional geographies. Although AVS has not faced any material
difficulties integrating acquired entities in the past two years,
S&P believes this external growth strategy may create integration
risks, in particular in the case of material acquisitions, such as
Fero.

S&P said, "Our assessment of AVS' financial risk profile is
constrained by its high S&P Global Ratings-adjusted debt to EBITDA
(leverage) at the close of the transaction, which we project at
5.6x, and by our view of the group's financial policy. We estimate
that the transaction will result in S&P Global Ratings-adjusted
debt of approximately EUR315 million at year-end 2019. This
includes the new EUR300 million term loan B; approximately EUR7
million in earn-outs and purchase commitments associated with past
acquisitions; and our adjustments for operating lease liabilities
(about EUR6 million) and pension liabilities (about EUR1 million).
Despite high adjusted leverage, our assessment takes into account
that cash interest coverage metrics are solid."

AVS is owned and controlled by a financial sponsor, Triton. S&P
generally considers the financial policy of private-equity owned
companies as aggressive, since financial sponsors often pursue
debt-financed acquisitions or shareholder distributions.

S&P said, "The final rating will depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings. If we do not receive final documentation
within a reasonable time frame, or final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings." Potential changes include, but are not limited to, use of
loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

S&P said, "The stable outlook reflects our view that AVS will
maintain its strong position in the temporary traffic management
market in Germany and in Belgium, with the acquisition of Fero,
while enjoying revenue growth of 4%-5% in the next 12 months,
supported by expected maintenance and expansion investment in road
infrastructure in both countries. We forecast that the combined
group's EBITDA margins will remain strong and stable, despite some
integration and transformation costs, and will enable positive,
albeit low, FOCF generation.

"We could lower the preliminary rating if AVS underperformed our
forecasts and experienced a significant drop in EBITDA margins due
to higher-than-expected volatility in profitability, resulting in
higher leverage and negative FOCF on a prolonged basis. We could
also consider a negative rating action if the group faced
heightened liquidity pressure. Additionally, if the group undertook
material debt-financed acquisitions or cash returns to
shareholders, we could also lower the rating.

"We see limited near-term upside potential for the preliminary
rating due to high adjusted leverage and the group's relatively
aggressive financial policies. However, if the group experienced
stronger-than-expected EBITDA growth, such that our adjusted
leverage ratio fell below 5.0x on a sustained basis, combined with
solid and stable positive FOCF, we could consider a positive rating
action. Under such scenario, we would expect these improved credit
metrics to be sustainable."




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CASTLE PARK: Moody's Affirms B2 Rating on EUR12MM Class E Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the following
notes issued by Castle Park CLO Designated Activity Company:

EUR32,000,000 Refinancing Class A-2A Senior Secured Floating Rate
Notes due 2028, Upgraded to Aaa (sf); previously on Mar 14, 2017
Definitive Rating Assigned Aa1 (sf)

EUR15,000,000 Refinancing Class A-2B Senior Secured Fixed Rate
Notes due 2028, Upgraded to Aaa (sf); previously on Mar 14, 2017
Definitive Rating Assigned Aa1 (sf)

EUR23,000,000 Refinancing Class B Senior Secured Deferrable
Floating Rate Notes due 2028, Upgraded to A1 (sf); previously on
Mar 14, 2017 Definitive Rating Assigned A2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR238,000,000 Refinancing Class A-1 Senior Secured Floating Rate
Notes due 2028, Affirmed Aaa (sf); previously on Mar 14, 2017
Definitive Rating Assigned Aaa (sf)

EUR23,000,000 Refinancing Class C Senior Secured Deferrable
Floating Rate Notes due 2028, Affirmed Baa2 (sf); previously on Mar
14, 2017 Definitive Rating Assigned Baa2 (sf)

EUR26,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2028, Affirmed Ba2 (sf); previously on Dec 18, 2014 Definitive
Rating Assigned Ba2 (sf)

EUR12,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2028, Affirmed B2 (sf); previously on Dec 18, 2014 Definitive
Rating Assigned B2 (sf)

Castle Park CLO Designated Activity Company, issued in December
2014, is a collateralized loan obligation (CLO) backed primarily by
broadly syndicated first lien senior secured corporate loans. The
portfolio is managed by Blackstone / GSO Debt Funds Management
Europe Limited. The transaction's reinvestment period ended in
January 2019.

RATINGS RATIONALE

The rating action on the notes is primarily a result of the
transaction having reached the end of the reinvestment period in
January 15, 2019.

In light of reinvestment restrictions during the amortization
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analyzed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par of EUR391.8 million, defaulted par of EUR0.7
million, principal proceeds of EUR7.2 million, a weighted average
default probability of 21.57% over a weighted average life of 5.02
years (consistent with WARF of 2822), a weighted average recovery
rate upon default of 45.69% for a Aaa liability target rating, a
diversity score of 49 and a weighted average spread of 3.52% and a
weighted average coupon of 3.59%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analyzing.

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.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in January 29, 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 ratings:

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes, 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 behavior and 2) divergence in the legal interpretation of CDO
documentation by different transactional parties because of
embedded ambiguities.

Additional uncertainty about performance is due to the following:

-- Portfolio amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying portfolio
net of reinvestment of unscheduled principal proceeds, which can
vary significantly depending on market conditions and have a
significant impact on the notes' ratings. Amortization could
accelerate as a consequence of high loan prepayment levels or
collateral sales by the collateral manager or be delayed by an
increase in loan amend-and-extend restructurings. Fast amortization
would usually benefit the ratings of the notes beginning with the
notes having the highest prepayment priority.

  -- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

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.


EIRCOM HOLDINGS: Fitch Lowers Sr. Sec. Debt Rating to BB-
---------------------------------------------------------
Fitch Ratings has affirmed Irish telecoms incumbent eircom Holdings
(Ireland) Limited's Long-Term Issuer Default Rating at 'B+' with a
Stable Outlook. Fitch has also downgraded the senior secured rating
to 'BB-' from 'BB' and removed it from Rating Watch Negative,
following the finalisation of the capital structure with the May
refinancing and first amend and extend transaction.

In light of the announced re-opening of the amend and extend of the
term loan B (TLB)on June 28, Fitch's view of the transaction is
unchanged, as it is leverage neutral and there is no impact on
ratings or recoveries. Fitch understands any new funds raised will
be applied to the repayment of the outstanding more expensive debt.
eir continues to optimise its capital structure through the
refinancing of the TLB, and Fitch views the associated reduction of
the interest expense and extension of maturities as positive.

Fitch has also converted the expected senior secured rating of
'BB-(EXP)' to final on the newly issued EUR750 million 3.5% senior
secured notes due 2026, and affirmed the expected senior secured
rating of 'BB-(EXP)' on the TLB (tranches due 2024 and 2026,
totalling approximately EUR 1.8 billion). The expected 'BB(EXP)-'
senior secured rating and recovery rating of 'RR3'/70% reflect the
pari passu ranking of the new loans and notes with all present and
future senior secured obligations, and will be converted to final
once the second amend and extend closes.

As the senior secured notes due 2022 were refinanced in the May
transactions, the issue rating is being withdrawn.

KEY RATING DRIVERS

Temporary Leverage Pressure: Fitch expects eir's May refinancing of
the entire EUR700 million bond due 2022 and pay down of EUR200
million of the EUR1,600 million term loan due 2024 , as well as the
subsequent payment of a EUR400 million special dividend to push
funds from operation (FFO) adjusted net leverage to above 5.0x.
Management funded the transactions through a combination of senior
secured loans (EUR400 million new TLB due 2026, in addition to the
extension of EUR945 million from 2024 to 2026) and senior secured
notes (EUR750 million due 2026), equal to a raise of EUR1,150
million. The company has also temporarily drawn the EUR100 million
revolving credit facility (RCF) with an additional EUR60 million of
cash from the balance sheet. As a result, Fitch expects a breach of
its FFO adjusted net leverage downgrade sensitivity of 5.0x for the
financial year ending June 2019.

The July amend and extend will be leverage neutral, effectively
refinancing more of the remaining 2024 tranche of EUR455 million
with the 2026 tranches (currently EUR1,345 million). Fitch expects
that any new money raised to further upsize the TLB due 2026 will
be used to pay down the 2024 tranche.

Expected Deleveraging: Operational improvements achieved YTD, with
successful cost-cutting supporting profitability and ongoing cash
flow generation, should mean leverage pressures will be temporary.
Growing EBITDA and materially reduced restructuring costs should
support FFO improvements beyond FY19, allowing eir to reduce FFO
adjusted net leverage to below 5.0x in FY20. The IDR will come
under negative pressure should the company fail to de-lever below
5.0x. An increasing cash balance by FY21 increases the potential
for further equity outflows, which may compromise deleveraging.

Ownership Change Broadly Positive: In April 2018, Xavier
Niel-controlled NJJ and Iliad together acquired a 64.5% stake in
eir. The emphasis on operational efficiency, in line with Mr.
Niel's record in other countries, is broadly positive for eir's
credit profile. The new management has completed its staff
reduction programme while also implementing significant process
simplification and IT improvements, together with customer service
and network investment. These changes over the next two to three
years should further improve eir's financial performance, although
some execution risks in achieving these ambitious plan remain.

Competitive Irish Market: eir continues to defend its market
position against intense competition. In YTD FY19, underlying
revenue fell 1% yoy, while EBITDA increased 11% yoy. The company's
convergence strategy has underpinned the introduction of
higher-value customer bundles, with 32% of eir's customers on a
triple/quad play bundle. Its mobile subscriber base is altering
with 54% of eir's mobile customers now on a post-paid contract.
Fitch expects average revenue per user (ARPU) to gradually improve
in the next two years given the emphasis on higher-value products
and continued fibre take-up, against the backdrop of a stronger
economy in Ireland.

FCF Generation to Improve: Fitch expects a reduction in personnel
costs among other things to support margin expansion into FY20. FFO
adjusted net leverage has historically been constrained by limited
EBITDA growth and weak free cash flow (FCF) generation. Over the
next three years, growing EBITDA from stabilising revenue and a
lower cost base with falling restructuring costs and a stable capex
profile should increase FCF and therefore eir's deleveraging
capacity.

Ongoing Capex: Fitch expects capex excluding spectrum at around 23%
of FY19 revenue, before easing to 21% until FY22. eir initiated a
EUR150 million mobile network investment programme, which includes
site upgrades across 2,000 towers, coupled with the build of 500
new towers, expected to be completed over two years. At the same
time, eir announced a five-year, EUR500 million plan to expand its
fibre to the home (FTTH) footprint across urban and suburban
Ireland. Historically, eir has invested heavily in its network to
become Ireland's leading fibre and fixed-mobile convergence
network. LTE mobile deployment covered 96% of the population as at
March 2019 and the company's fibre network (mainly fibre to the
cabinet) passed 1.89 million premises (81% of Irish premises),
connecting 688,000 customers, with a customer penetration rate of
36%.

FTTH Roll-Out Plans: eir intends to roll out FTTH technology more
extensively into urban and suburban areas, challenging Virgin
Media's cable service. Starting in July 2019, this EUR500 million
project targets the rollout of FTTH to an additional 1.4 million
premises across the country. Fitch believes that this will help
cement eir's position as Ireland's leading fixed-network provider,
improve its broadband market share and ultimately grow revenue. In
its view, eir's withdrawal from the National Broadband Plan (NBP)
is neutral for the company's credit profile given that expected
winners, such as enet, are likely to rely on eir's infrastructure
to meet its NBP obligations.

DERIVATION SUMMARY

eir has higher leverage, smaller size, a largely domestic focus,
and a lack of leadership in the mobile segment relative to its
European telecoms incumbent peers, Royal KPN N.V (BBB/Stable) and
Telenet Group Holding N.V (BB-/Stable). eir's EBITDA margin is
similar to peers, but the pre-dividend FCF margin has historically
been lower due to higher capex as a percentage of revenue and cash
restructuring costs. Leveraged peers include Wind Tre SpA
(B+/Stable, standalone) and DKT Holdings ApS (BB-/Stable), with eir
maintaining higher margins than Wind but in line with DKT and
displaying materially better deleveraging capacity than both.

The ratings also reflect eir's position as the leading telecoms
operator in a competitive Irish market. Fitch believes the recent
change in ownership is broadly credit-positive given the strategic
focus on customer service, network investment and cash flow
generation, albeit with execution risks. Growing EBITDA from
stabilising revenue and a lower cost base with declining
restructuring costs should increase eir's deleveraging capacity in
the medium term.

KEY ASSUMPTIONS

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

  - Revenue declines of 1.8% in each of the next two years,
followed by gradual stabilisation;

  - EBITDA margin expansion to 45.6% in 2019 due to cost-saving
initiatives;

  - Capex excluding spectrum as a percentage of revenue of around
23% in 2019 and 21% beyond, with additional spectrum payments
expected in 2021;

  - Dividends maintained at 2018 levels;

  - No forecast M&A.

Key Recovery Rating Assumptions:

  - The recovery analysis assumes that eir would be considered a
going concern in bankruptcy and that the company would be
reorganised rather than liquidated. Fitch has assumed a 10%
administrative claim in the recovery analysis.

  - eir's recovery analysis assumes a post-reorganisation EBITDA of
EUR413 million, 25% below the company's forecasted EBITDA level in
Fitch's forecast starting FY20.

  - For its recovery analysis, Fitch applies a distress enterprise
value multiple of 5.0x, which is comparable with peers and reflects
a conservative assumption based on the 6.5x multiple paid for eir
in 2017.

  - Fitch has included in this analysis total senior secured debt
of EUR2,650 million, comprised of eir's total senior secured TLB
tranches of EUR1,800 million (including existing tranche due 2024
of approx. EUR205 million-EUR255 million and extended/new money
tranche due 2026 of approximately EUR1,545 million-EUR1,595
million, after EUR200 million net paydown), new EUR750 million
senior secured notes due 2026, and fully drawn EUR100 million RCF
due 2023, all ranked pari passu. This results in a recovery
percentage of 70%, a 'RR3' rating (previously 'RR2'/73% before the
debt issuance was increased by EUR100 million on a net basis for
the special dividend increase). The senior secured debt is
therefore rated one notch higher than the IDR.

RATING SENSITIVITIES

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

FFO adjusted net leverage expected to remain at or below 4.5x on a
sustained basis when combined with:

  - FCF margin expected to be consistently in the mid-single digit
range, with ongoing revenue stability and EBITDA improvement;

  - Strengthened operating profile and competitive capability
demonstrated by stable fixed broadband market share with increasing
fibre penetration and mobile market share.

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

  - FFO adjusted net leverage above 5.0x on a sustained basis. Slow
progress with deleveraging below 5.0x may also be negative;

  - Weaker cash flow generation with FCF margin expected to remain
in the low single digit percentages, driven by lower EBITDA or
higher capex;

  - Deterioration in the regulatory or competitive environment
leading to a material reversal in positive operating trends.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Liquidity at end-December 2018 was supported by
EUR219 million of cash, an undrawn EUR100 million RCF maturing in
2022 and forecast positive pre-dividend FCF of EUR40 million-EUR150
million over the next four years. Given the refinancing of eir's
EUR700 million notes due in 2022 and the extension of the existing
term loan due 2024 to 2026 (in line with the new TLB tranche due
2026), the next significant bullet debt maturity has been pushed
back to 2026. Additionally, as part of the transaction, eir will
temporarily draw its RCF. However, Fitch expects this will be
repaid promptly following completion of the refinancing/amend and
extend.


EUROPEAN RESIDENTIAL 2019-NPL1: Moody's Gives (P)B3 to C Notes
--------------------------------------------------------------
Moody's Investors Service assigned provisional credit ratings to
the following Notes to be issued by European Residential Loan
Securitisation 2019-NPL1 DAC:

EUR[-] Class A Residential Mortgage Backed Floating Rate Notes due
August 2056, Assigned (P)A3 (sf)

EUR[-] Class B Residential Mortgage Backed Floating Rate Notes due
August 2056, Assigned (P)Baa3 (sf)

EUR[-] Class C Residential Mortgage Backed Floating Rate Notes due
August 2056, Assigned (P)B3 (sf)

Moody's has not assigned a rating to the EUR[-] Class P Residential
Mortgage Backed Notes due August 2056.

This transaction represents the fifth securitisation transaction
that Moody's rates in Ireland that is backed by non-performing
loans. The assets supporting the Notes are NPLs extended primarily
to borrowers in Ireland. Around half of the assets within this
transaction were previously securitized within European Residential
Loan Securitisation 2017-NPL1 DAC.

The portfolio is serviced by Start Mortgages DAC ("Start"; NR). The
servicing activities performed by Start are monitored by the issuer
administration consultant, Hudson Advisors Ireland DAC ("Hudson";
NR). Hudson has also been appointed as back-up servicer facilitator
to assist the issuer in finding a substitute servicer in case the
servicing agreement with Start is terminated.

RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of NPLs, sector-wide and servicer-specific
performance data, protection provided by credit enhancement, the
roles of external counterparties, and the structural integrity of
the transaction.

In order to estimate the cash flows generated by the NPLs, Moody's
used a Monte Carlo based simulation that generates for each
property backing a loan an estimate of the property value at the
sale date based on the timing of collections.

The key drivers for the estimates of the collections and their
timing are: (i) the historical data received from the servicer;
(ii) the timings of collections for the secured loans based on the
legal stage a loan is located at; (iii) the current and projected
house values at the time of default; and (iv) the servicer's
strategies and capabilities in maximising the recoveries on the
loans and in foreclosing on properties.

Hedging: As the collections from the pool are not directly
connected to a floating interest rate, a higher index payable on
the Notes would not be offset with higher collections from the
NPLs. The transaction therefore benefits from an interest rate cap,
linked to one-month EURIBOR, with [-] as cap counterparty. The
notional of the interest rate cap is equal to the closing balance
of the Class A, B and C Notes. The cap expires [four] years from
closing.

Coupon cap: The transaction structure features coupon caps that
apply when [four] years have elapsed since closing. The coupon caps
limit the interest payable on the Notes in the event interest rates
rise and only apply following the expiration of the interest rate
cap.

Transaction structure: The provisional Class A Notes size is
[45.5]% of the total collateral balance with [54.5]% of credit
enhancement provided by the subordinated Notes. The payment
waterfall provides for full cash trapping: as long as Class A Notes
is outstanding, any cash left after replenishing the Class A
Reserve Fund will be used to repay Class A Notes.

The transaction benefits from an amortising Class A Reserve Fund
equal to [4.5]% of the Class A Notes outstanding balance. The Class
A Reserve Fund can be used to cover senior fees and interest
payments on Class A Notes. The amounts released from the Class A
Reserve Fund form part of the available funds in the subsequent
interest payment date and thus will be used to pay the servicer
fees and/or to amortise Class A Notes. The Class A Reserve Fund
would be sufficient to cover around [27] months of interest on the
Class A Notes and more senior items, at the strike price of the
cap.

Class B Notes benefits from a dedicated Class B interest Reserve
Fund equal to [5.0]% of Class B Notes balance at closing which can
only be used to pay interest on Class B Notes while Class A Notes
is outstanding. The Class B interest Reserve Fund is sufficient to
cover around [30] months of interest on Class B Notes, assuming
EURIBOR at the strike price of the cap. Unpaid interest on Class B
Notes is deferrable with interest accruing on the deferred amounts
at the rate of interest applicable to the respective Note.

Class C Notes benefits from a dedicated Class C interest Reserve
Fund equal to [10.0]% of Class C Notes balance at closing which can
only be used to pay interest on Class C Notes while Class A and B
Notes are outstanding. The Class C interest Reserve Fund is
sufficient to cover around [60] months of interest on Class C
Notes, assuming EURIBOR at the strike price of the cap. Unpaid
interest on Class C Notes is deferrable with interest accruing on
the deferred amounts at the rate of interest applicable to the
respective Note. Moody's notes that the liquidity provided in this
transaction for the respective Class B and C Notes is lower than
the liquidity provided in comparable transactions within the
market.

Servicing disruption risk: Hudson is the back-up servicer
facilitator in the transaction. The back-up servicer facilitator
will help the issuer to find a substitute servicer in case the
servicing agreement with Start is terminated. Moody's expects the
Class A Reserve Fund to be used up to pay interest on Class A Notes
in absence of sufficient regular cashflows generated by the
portfolio early on in the life of the transaction. It is therefore
likely that there will not be sufficient liquidity available to
make payments on the Class A Notes in the event of servicer
disruption. The insufficiency of liquidity in conjunction with the
lack of a back-up servicer mean that continuity of Note payments is
not ensured in case of servicer disruption. This risk is
commensurate with the single-A rating assigned to the most senior
Note.

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitizations Backed by Non-Performing and
Re-Performing Loans" published in February 2019.

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

Factors that may lead to an upgrade of the ratings include that the
recovery process of the NPLs produces significantly higher cash
flows realised in a shorter time frame than expected.

Factors that may cause a downgrade of the ratings include
significantly less or slower cash flows generated from the recovery
process on the NPLs compared with its expectations at close due to
either a longer time for the courts to process the foreclosures and
bankruptcies, a change in economic conditions from its central
scenario forecast or idiosyncratic performance factors.

For instance, should economic conditions be worse than forecasted,
falling property prices could result, upon the sale of the
properties, in less cash flows for the Issuer or it could take a
longer time to sell the properties. Therefore, the higher defaults
and loss severities resulting from a greater unemployment,
worsening household affordability and a weaker housing market could
result in downgrade of the ratings. Additionally counterparty risk
could cause a downgrade of the ratings due to a weakening of the
credit profile of transaction counterparties. Finally, unforeseen
regulatory changes or significant changes in the legal environment
may also result in changes of the ratings.

Moody's issues provisional ratings in advance of the final sale of
securities, but these ratings represent only Moody's preliminary
credit opinions. Upon a conclusive review of the transaction and
associated documentation, Moody's will endeavits to assign
definitive ratings to the Notes. A definitive rating may differ
from a provisional rating. Other non-credit risks have not been
addressed, but may have a significant effect on yield to
investors.


WEATHERFORD INT'L: Files Voluntary Chapter 11 Bankruptcy Petition
-----------------------------------------------------------------
Weatherford International plc, Weatherford International Ltd., and
Weatherford International, LLC (collectively, "Weatherford" or the
"Company") on July 1 disclosed that the Company has initiated its
previously-announced financial restructuring by commencing
voluntary cases under chapter 11 of the U.S. Bankruptcy Code to
effectuate its "pre-packaged" Plan of Reorganization (the "Chapter
11 Cases").  The Company's other entities and affiliates are not
included in the Chapter 11 Cases.  Weatherford also expects to file
Bermuda and Irish examinership proceedings (collectively with the
Chapter 11 Cases, the "Cases") in the coming months.  The
comprehensive financial restructuring would significantly reduce
the Company's long-term debt and related interest costs, provide
access to additional financing and establish a more sustainable
capital structure.

The Company has received commitments from lenders for $1.75 billion
of debtor-in-possession financing (the "DIP Facility").  The
proceeds of the DIP Facility will be available to fund the
Company's working capital needs throughout the Cases.
Additionally, upon exit from bankruptcy the Company will have
access to additional financing in the form of (a) an undrawn first
lien exit revolving credit facility in the principal amount of up
to $1.0 billion, and (b) up to $1.25 billion of new tranche A
senior unsecured notes with a five-year maturity.  In addition, on
emergence from bankruptcy the Company will issue $1.25 billion of
new tranche B senior unsecured notes with a seven-year maturity to
holders of the Company's existing unsecured notes.

BUSINESS AS USUAL

The Company has filed "first day" motions to obtain the requisite
court authority for the Company to continue operating its
businesses and facilities in the ordinary course without disruption
to its customers, vendors, partners or employees.  The Company is
working to complete all necessary milestones and will disclose
details regarding planned emergence in due course.

Lazard is acting as financial advisor for the Company, Latham &
Watkins, LLP as legal counsel, and Alvarez & Marsal as
restructuring advisor.  Evercore is acting as financial advisor for
the group of the Company's senior noteholders and Akin Gump Strauss
Hauer & Feld LLP as legal counsel.

                         About Weatherford

Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry. The Company operates in
over 80 countries and has a network of approximately 650 locations,
including manufacturing, service, research and development and
training facilities and employs approximately 26,000 people.

Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion for the year
ended Dec. 31, 2017.  As of March 31, 2019, Weatherford had $6.51
billion in total assets, $10.62 billion in total liabilities, and a
total shareholders' deficiency of $4.10 billion.

                            *   *   *

Weatherford's credit ratings have been downgraded by multiple
credit rating agencies and these agencies could further downgrade
the Company's credit ratings.  On Dec. 24, 2018, S&P Global Ratings
downgraded the Company's senior unsecured notes to CCC- from CCC+,
with a negative outlook.  Weatherford's issuer credit rating was
lowered to CCC from B-.  On Dec. 20, 2018, Moody's Investors
Services downgraded the Company's credit rating on its senior
unsecured notes to Caa3 from Caa1 and its speculative grade
liquidity rating to SGL-4 from SGL-3, both with a negative outlook.
The Company said its non-investment grade status may limit its
ability to refinance its existing debt, could cause it to refinance
or issue debt with less favorable and more restrictive terms and
conditions, and could increase certain fees and interest rates of
its borrowings.  Suppliers and financial institutions may lower or
eliminate the level of credit provided through payment terms or
intraday funding when dealing with the Company thereby increasing
the need for higher levels of cash on hand, which would decrease
the Company's ability to repay debt balances, negatively affect its
cash flow and impact its access to the inventory and services
needed to operate its business.


WEATHERFORD INT'L: Obtains Court Approval to Access DIP Financing
-----------------------------------------------------------------
Weatherford International plc, Weatherford International Ltd., and
Weatherford International, LLC (collectively, "Weatherford" or the
"Company"), one of the largest multinational oilfield service
companies providing innovative solutions, technology and services
to the oil and gas industry, on July 2 disclosed that the Company
has completed a successful first day hearing in the U.S. Bankruptcy
Court for the Southern District of Texas related to the voluntary
Chapter 11 petitions filed on July 1, 2019.  Notably, the Court
granted Weatherford interim approval to access up to $1.5 billion
of debtor-in-possession ("DIP") financing with the request for
approval on a final basis (including an additional $250 million of
financing) to be heard on August 1, 2019.  This financing, combined
with access to the cash generated by the Company's ongoing
operations, is available to meet the Company's day-to-day needs
during the Chapter 11 cases.  

In addition to the approved financing, Weatherford received
approval to continue its customer programs, to maintain its
insurance and insurance-related items and to continue to utilize
its existing cash management system.  The Court also granted
additional procedural motion filed by the Company.  Employee wages
and benefits are unaffected by the filings and will continue to be
paid in the ordinary course.  The Court's approval of the Company's
first day motions coupled with the approval of the proposed DIP
financing will allow Weatherford to operate in the ordinary course
during the pendency of the cases.

ADDITIONAL INFORMATION

Court filings and information about the claims process are
available at https://cases.primeclerk.com/weatherford/ or by
calling the Company's claims agent, Prime Clerk, toll-free in the
U.S. and Canada at 844-233-5155 (or + 917-942-6392 for
international calls) or by sending an email to
Weatherfordinfo@primeclerk.com.

Lazard is acting as financial advisor for the Company, Latham &
Watkins, LLP as legal counsel, and Alvarez & Marsal as
restructuring advisor.  Evercore is acting as financial advisor for
the group of the Company's senior noteholders and Akin Gump Strauss
Hauer & Feld LLP as legal counsel.

                         About Weatherford

Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry.  The Company operates in
over 80 countries and has a network of approximately 650 locations,
including manufacturing, service, research and development and
training facilities and employs approximately 26,000 people.

Weatherford reported a net loss attributable to the company of
$2.81 billion for the year ended Dec. 31, 2018, compared to a net
loss attributable to the company of $2.81 billion for the year
ended Dec. 31, 2017.  As of March 31, 2019, Weatherford had $6.51
billion in total assets, $10.62 billion in total liabilities, and a
total shareholders' deficiency of $4.10 billion.

                            *   *   *

Weatherford's credit ratings have been downgraded by multiple
credit rating agencies and these agencies could further downgrade
the Company's credit ratings.  On Dec. 24, 2018, S&P Global Ratings
downgraded the Company's senior unsecured notes to CCC- from CCC+,
with a negative outlook.  Weatherford's issuer credit rating was
lowered to CCC from B-.  On Dec. 20, 2018, Moody's Investors
Services downgraded the Company's credit rating on its senior
unsecured notes to Caa3 from Caa1 and its speculative grade
liquidity rating to SGL-4 from SGL-3, both with a negative outlook.
The Company said its non-investment grade status may limit its
ability to refinance its existing debt, could cause it to refinance
or issue debt with less favorable and more restrictive terms and
conditions, and could increase certain fees and interest rates of
its borrowings.  Suppliers and financial institutions may lower or
eliminate the level of credit provided through payment terms or
intraday funding when dealing with the Company thereby increasing
the need for higher levels of cash on hand, which would decrease
the Company's ability to repay debt balances, negatively affect its
cash flow and impact its access to the inventory and services
needed to operate its business.




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

ENDO LUXEMBOURG I: Moody's Lowers Corp. Family Rating to B3
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Endo Luxembourg
Finance I Company S.a.r.l., and other subsidiaries of Endo
International plc. The Corporate Family Rating was downgraded to B3
from B2 and the Probability of Default Rating was downgraded to
B3-PD from B2-PD. Moody's also downgraded the senior secured rating
to B1 from Ba3, and the unsecured rating to Caa2 from Caa1. The
Speculative Grade Liquidity Rating was downgraded to SGL-3 from
SGL-2. The outlook was revised to stable from negative.

The rating downgrades reflect Moody's expectation that Endo's
financial leverage will remain elevated above 6.0 times through
2020. This incorporates the recently disclosed $300 million
revolver draw. It also reflects Moody's view that Endo will have
limited revolver access going into a period of high uncertainty
related to its large exposure to opioid-related litigation. The
downgrade also reflects the risk that Endo uses cash to fund
acquisitions. While acquisitions could be deleveraging, they would
also reduce liquidity during this period of high litigation
uncertainty.

The stable outlook reflects Moody's view that Endo's earnings will
modestly improve in 2020 and cash flow will improve significantly
as vaginal mesh-related litigation cash outflows roll off. This
will provide cushion to absorb potentially large cash outflows
arising from Endo's exposure to opioid-related litigation.

Downgrades:

Issuer: Endo Luxembourg Finance I Company S.a.r.l.

Corporate Family Rating, to B3 from B2

Probability of Default Rating, to B3-PD from B2-PD

Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Senior Secured Bank Credit Facility, to B1 (LGD3) from Ba3 (LGD2)

Issuer: Par Pharmaceutical Inc.

Backed Senior Secured Regular Bond/Debenture, to B1 (LGD3) from Ba3
(LGD2)

Issuer: Endo Finance LLC

Senior Secured Regular Bond/Debenture, to B1 (LGD3) from Ba3
(LGD2)

Senior Unsecured Regular Bond/Debenture, to Caa2 (LGD5) from Caa1
(LGD5)

Backed Senior Unsecured Bond/Debenture, to Caa2 (LGD5) from Caa1
(LGD5)

Issuer: Endo Finance Co.

Senior Unsecured Regular Bond/Debenture, to Caa2 (LGD5) from Caa1
(LGD5)

Outlook Actions:

Issuer: Endo Luxembourg Finance I Company S.a.r.l.

Outlook, Revised to Stable from Negative

Issuer: Par Pharmaceutical Inc.

Outlook, Revised to Stable from Negative

Issuer: Endo Finance LLC

Outlook, Revised to Stable from Negative

Issuer: Endo Finance Co.

Outlook, Revised to Stable from Negative

RATINGS RATIONALE

Endo's B3 Corporate Family Rating reflects its persistently high
financial leverage and considerable uncertainty from its rising
case count of lawsuits related to its branded opioid products.
Concurrently, Endo will consume cash in 2019 to fund substantial
mesh-related cash litigation settlement payments. Moody's believes
Endo's earnings will continue to decline in 2019 due mostly to
ongoing challenges in its US generics business and pain franchises
before returning to modest growth in 2020. The rating is also
constrained by product concentration risk as Vasostrict, Endo's
largest product, will constitute more than 20% of Endo's earnings
in 2019. Uncertainty around patent litigation on Vasostrict exposes
it to risk of earnings declines from generic competition several
years out.

Endo's rating is supported by strong scale, good potential for
growth of collagenase clostridium histolyticum if approved for
cellulitis, and its good balance between branded and generic drugs.
The ratings are also supported by Endo's high cash balance and
strong cash flow before litigation payments.

The SGL-3 Speculative Grade Liquidity Rating is supported by Endo's
unrestricted cash, which was almost $1 billion at March 31, 2019.
Moody's expects that Endo will generate good cash flow prior to
litigation payments. Endo has nearly $500 million of litigation
payments remaining in 2019. These outflows will consume its 2019
free cash flow and a portion of its cash. Moody's believes Endo
will generate free cash flow in 2020 that can be used for debt
repayment. As a result of debt incurrence tests, liquidity will be
constrained due to limited access to a $1 billion revolver, of
which $300 million is drawn. Endo has ample cushion under the
secured net debt to EBITDA ratio covenant of 4.50 times that
applies to the revolver. The revolver matures in 2024 but has a
springing maturity to 91 days prior to the stated maturity dates if
the various 2022 notes and 2023 notes are not refinanced.

Materially negative developments related to Endo's opioid-related
litigation could lead to a downgrade or if Endo's cash and cash
flows are significantly reduced. The ratings could be upgraded if
debt/EBITDA is expected to be sustained below 6.0 times.
Sustainable revenue and earnings growth, reduced concentration in
Vasostrict, and reduced uncertainty related to the impact of
opioid-related legal matters would also be needed to support an
upgrade.

Headquartered in Luxembourg, Endo Luxembourg Finance I Company
S.a.r.l. is a subsidiary of Endo International plc, which is
headquartered in Dublin, Ireland. Endo is a specialty
pharmaceutical company offering branded and generic drugs. Endo
generated approximately $3.0 billion in revenues for the twelve
months ended March 31, 2019.




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

NOSTRUM OIL: S&P Lowers ICR to CCC+ on Capital Structure Concerns
-----------------------------------------------------------------
S&P Global Ratings lowered to 'CCC+' from 'B-' its long-term issuer
credit rating on Nostrum Oil and Gas and its issue ratings on the
senior unsecured notes, issued by Nostrum Oil & Gas Finance B.V.
These instruments are guaranteed by all the group's entities.

S&P said, "We believe that Nostrum's current level of production,
about 30,000 boepd as per our base case, leaves the company limited
room for deleveraging in 2019-2021. This, alongside our oil price
assumptions of $60 per barrel (/bbl) in 2019-2020 and $55/bbl
thereafter, leads us to expect that the company will generate only
modest positive free operating cash flow (FOCF)--between $10
million and $30 million--over the next three years. Furthermore, we
assume that Nostrum will have capital expenditure (capex) of $110
million in 2019, before dropping to $80 million. We think Nostrum
has capacity to operate and pay interest without burning cash in
2019-2020, but cannot deleverage meaningfully from its debt of
about $1.1 billion as at March 31, 2019. Accordingly, we forecast
that Nostrum's debt to EBITDA will remain at 5.0x-5.5x and funds
from operations (FFO) to debt in the 9%-11% range. This makes the
capital structure unsustainable, and absent a breakthrough in
production, the company will likely face challenges refinancing its
bonds maturing in 2022. That said, Nostrum has a comfortable
liquidity position, reducing the probability of a cash default
scenario over the next 12 months.

"To achieve a tangible boost in production, Nostrum might need to
increase capex, which would result in low or potentially negative
FOCF generation and create liquidity risks. Given the company's
poor drilling track record in the past two years due to challenging
geology, we cannot be certain that the new drilling will yield
material production growth. The company's gradual decline in
production from 46,000 boepd in 2013 to 40,000 boepd in 2015-2016
and 39,000 boepd in 2017 accelerated in 2018 when two production
wells were idle because of water inflow. Production has now
stabilized at about 30,000 boepd, but we note a relatively high
level of natural decline in reserves (13.5% in 2018), which
highlights the operational challenges Nostrum faces with regards to
the quality of the fields. We note, however that Nostrum's 2P
reserves of 410 million barrels of oil equivalent (mmboe) are still
higher than similar-sized peers' (such as EnQuest PLC with 245
mmboe). As such, there is a possibility, albeit slim, that the
company resolves operating issues and increases production; we do
not include this scenario in our base case.

"We understand that the company is currently reviewing its
strategic options, including the disposal of all or a fraction of
the company; financing in cash the up to $54 million acquisition
(maximum amount) of Stepnoy Leopard, an adjacent oil field close to
Nostrum infrastructure; and further throughput agreements with
third-party gas suppliers, among several other options. We think
the strategic review points to management's concerns over the
company's ability to lift production level organically and its
overall sustainability. We believe that, absent any credit positive
outcomes from the strategic review (such as takeovers with
recapitalization or material production growth in 2019 that leads
to deleveraging), management could be inclined to consider a
distressed exchange on the bonds."

The stable outlook balances Nostrum's high debt and limited
deleveraging prospects with solid liquidity, implying no immediate
cash default scenarios over the next 12 months.

S&P said, "We project debt to EBITDA will remain at 5.0x-5.5x and
FFO to debt in the 9%-11% range. This makes the capital structure
unsustainable, and unless there is a sudden acceleration in
production, the company will likely face challenges refinancing its
bonds maturing in 2022. However, Nostrum's comfortable liquidity
position offsets the probability of a cash default scenario over
the next 12 months.

"We might lower the ratings if Nostrum's liquidity weakens to a
cash position below $50 million, leading to a higher likelihood of
a cash default scenario. That might be a result of a further
decline in production to sustainably below 30,000 boepd,
significantly higher capex, or oil prices settling below our Brent
assumptions of $60/bbl in 2019-2020 and $55/bbl thereafter, leading
to negative FOCF generation.

"We could also lower the rating if we see an even higher likelihood
of a distressed exchange."

Ratings upside might appear on the back of achieved and sustainable
oil production growth, translating into solid positive FOCF
generation and feasible deleveraging prospects to FFO to debt of
above 12% sustainably, with no liquidity squeezes.

An upgrade would also require more clarity on the strategic
development plan for Nostrum.


UNIT4: S&P Rates New EUR730MM and $30MM First Lien Loans 'B-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating to the EUR730
million and $30 million first-lien term loans to be issued by AI
Avocado Holding B.V. (B-/Positive/--), the holding company of
Dutch-based software company Unit4, through AI Avocado B.V. The '3'
recovery rating on the loans indicates S&P's expectation of 50%-70%
recovery (rounded estimate: 55%).

S&P said, "We don't expect any material changes on the company's
debt structure, given that the proposed facilities predominantly
constitute an extension of Unit4's existing term loans, which
consist of EUR500 million, EUR230 million, and $ 30 million
first-lien term loans. However, we note that the proposed
facilities provide more flexibility to Unit4 in terms of the
ability to make acquisitions, shareholder returns, and asset
disposals.  The recovery rating is supported by the absence of
material prior-ranking obligations, but constrained by the
company's large amount of senior secured debt.

"Under our hypothetical default scenario, we envisage, among other
things, increased competition from larger rivals as well as smaller
cloud-based players, coupled with weaker industry conditions for
enterprise resource management (ERM) software for midmarket
customers, and high exceptional costs for business transformation,
leading to weak top-line performance and negative free operating
cash flow.

"We value AI Avocado as a going concern due to its established
position and client relationships in the ERM software segment for
certain sectors, and its expanding recurring revenue base."

SIMULATED DEFAULT ASSUMPTIONS

-- Year of default: 2021

-- Minimum capital expenditure (capex; excluding capitalized
development costs): 1%, due to limited tangible capex requirements

-- Cyclicality adjustment factor: +5% (standard assumption for the
technology, software, and software services sectors)

-- Operational adjustment: 15% (reflecting the increasing
recurring revenue base limiting the EBITDA decline on the path to
default)

-- EBITDA at emergence: EUR75.7 million

-- Implied enterprise value multiple: 6.5x

-- Jurisdiction: The Netherlands

SIMPLIFIED WATERFALL

-- Gross enterprise value at default: EUR492 million
-- Administrative costs: 5% (EUR26 million)
-- Net value available to creditors: EUR467 million
-- Priority claims: EUR0 million
-- Estimated senior secured debt claims: EUR848 million [1][2]
-- Recovery prospects: 50%-70% (rounded estimate 55%)
-- Recovery rating: 3

[1] All debt amounts include six months of prepetition interest.
[2] RCF assumed to be drawn at 85% at default.




===========
P O L A N D
===========

EPP FINANCE: S&P Withdraws 'BB' Issuer Credit Rating
----------------------------------------------------
S&P Global Ratings said that it had withdrawn its 'BB' rating on
EPP Finance B.V. at the issuer's request. The outlook was stable at
the time of the withdrawal.

EPP is a Polish real estate company that owns and manages a EUR2.2
billion portfolio of real estate assets, comprising 19 shopping
centers (85.5% of total asset value) and six office buildings
(14.5%) in Poland.

S&P said, "At the time of withdrawal, our 'BB' rating and stable
outlook reflected our view that we were anticipating that EPP's
high-quality retail assets should continue generating at least
stable rental income in the coming years, thanks to increasing
consumption in Poland and high occupancy. We also anticipated that
EPP would fund its investments with a combination of equity and
debt, such that the S&P Global Ratings-adjusted ratio of debt to
debt plus equity stays below 55%, while its EBITDA interest
coverage ratio remains above 3.0x.

"In our assessment of EPP's business risk profile, we notably
factored in the company's sound quality of shopping centers,
located in catchment areas where purchasing power is higher than
the Polish average. EPP's financial risk profile carried more debt
than that of its peers, with our adjusted debt-to-debt-plus-equity
metric at 55.5% at year-end 2018, expected to remain in the 54%-56%
range in 2019. We acknowledge that EPP's medium-term financial
policy targets a 45% loan-to-value ratio, which translates into
debt to debt plus equity of 48%-49% after our adjustments. However,
we believe it will take more time or further equity injections for
the ratio to reach this level. At the same time, we expected EPP's
debt-to-EBITDA ratio would remain in the 9x-11x range and EBITDA
interest coverage at 3.1x-3.4x in the next two years."




===============
P O R T U G A L
===============

LUSITANO MORTGAGE 2: Fitch Affirms Bsf Rating on Class E Notes
--------------------------------------------------------------
Fitch Ratings has upgraded two tranches and affirmed 11 others of
three Portuguese RMBS transactions of the Lusitano programme. Four
tranches have been removed from Rating Watch Negative. In addition,
one tranche's Outlook has been revised to Positive from Stable.

The three Portuguese RMBS transactions; Lusitano 2, Lusitano 3 and
Lusitano 4 comprise residential mortgages originated and serviced
by Novo Banco, S.A, formerly Banco Espirito Santo, S.A.

KEY RATING DRIVERS

Upgrades and Outlook Revision

Fitch expects structural credit enhancement (CE) to continue
increasing over the short-to medium-term due to the sequential
amortisation. In addition, a well-seasoned portfolio and stable
performance are driving Fitch's credit analysis, which has been run
with a reduced performance adjustment factor floor of 50%, in
accordance to Fitch's European RMBS Rating Criteria. This is the
key driver of the upgrades on the class C and D notes.

The Outlook on Lusitano 2's class C notes reflects that on
Portugal.

Resolution of RWN

On February 4, 2019 Fitch placed the ratings of Lusitano 3 on RWN
due to a breach of eligibility criteria as the portfolio included a
small number of loans that did not comply with the asset
eligibility criteria by maturing within three years of the legal
final maturity of the notes or even after. This was the result of
maturity extensions that Novo Banco was obliged to grant as a
result of Portuguese consumer legislation. In Fitch's
interpretation of the transaction documents those loans might need
to be substituted by the originator and replaced with eligible
loans. Fitch has been informed by the servicer that those loans
cannot and will not be repurchased, a reason why those loans have
been fully considered in its rating analysis.

Taking the affected loans into consideration Fitch assumes that the
transaction will have enough funds, given the fully funded cash
reserve, to cure the potential principal shortfalls at maturity
created by those loans with extended maturities, Therefore Fitch
does not expect any change to the allocation of transaction cash
flows nor any interest or principal loss to the security, leading
to affirmations in accordance to Fitch's Global Structured Finance
Rating Criteria.

Lusitano 3 and 4 Stable Performance

Late-stage arrears (defined as loans with more than three monthly
payments overdue) for Lusitano 3 and 4 were reported at
respectively 0.6% and 0.4% of outstanding portfolio balance as of
the last reporting periods, while gross cumulative defaults stood
at 6.6% and 7.2% of the initial portfolio balances. In Fitch's
view, the stable asset performance, along with expected stable CE
ratios due to the pro-rata amortisation are driving the rating
affirmations.

Other Restructured Loans

Lusitano 2 and Lusitano 4 also contain loans with maturity dates
exceeding the final legal maturity of the rated notes. This risk is
particularly relevant for Lusitano 4, which recently switched to
pro-rata amortisation, thus limiting CE growth. For the credit
analysis, Fitch is taking the same approach as for Lusitano 3
mentioned.

Payment Interruption Risk (PiR)

For Lusitano 4, Fitch views PiR in the event of servicer disruption
as insufficiently mitigated, and the maximum achievable rating of
the notes remains capped at 'BBsf'. This assessment reflects the
excess spread volatility of the transaction, which results in
uncertainty regarding the balance of their reserve fund given its
junior position in the principal waterfall.

RATING SENSITIVITIES

A worsening of the Portuguese macroeconomic environment, especially
employment conditions, or an abrupt shift in interest rates could
jeopardise the underlying borrowers' affordability. This could have
negative rating implications, especially for junior tranches that
are less protected by structural credit enhancement.

The ratings on Lusitano 2 class E, Lusitano 3 class A to D and
Lusitano 4 class A to D notes could be downgraded if a significant
deterioration of the reserve funds occurs, as this could expose the
rated notes to principal shortfalls at the final legal maturity.

The ratings on Lusitano 2 class A, B and C notes remain principally
exposed to the sovereign and structured finance rating cap in
Portugal. Changes to the Portuguese sovereign rating or Country
Ceiling could affect the ratings of these tranches.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

Overall, Fitch's assessment of the information relied upon for the
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

The rating actions are as follows:

Lusitano Mortgages No.2 plc:

Class A (XS0178545421): affirmed at 'AAsf'; Outlook Positive

Class B (XS0178546742): affirmed at 'AAsf'; Outlook Positive

Class C (XS0178547047): upgraded to 'AAsf' from 'A+sf'; Outlook
Positive

Class D (XS0178547393): upgraded to 'BBB+sf' from 'BBB-sf'; Outlook
Stable

Class E (XS0178547633): affirmed at 'Bsf'; Outlook Stable

Lusitano Mortgages No.3 plc:

Class A (XS0206050147): affirmed at 'Asf'; off RWN; Outlook Stable

Class B (XS0206051384): affirmed at 'BBB+sf'; off RWN; Outlook
Stable

Class C (XS0206051541): affirmed at 'BB+sf'; off RWN; Outlook
Stable

Class D (XS0206052432): affirmed at 'Bsf'; off RWN; Outlook Stable

Lusitano Mortgages No.4 plc:

Class A (XS0230694233); affirmed at 'BBsf'; Outlook Stable

Class B (XS0230694589); affirmed at 'BBsf'; Outlook Stable

Class C (XS0230695552); affirmed at 'BBsf'; Outlook Stable

Class D (XS0230696360); affirmed at 'CCCsf'; Recovery Estimate
revised to 100% from 90%


LUSITANO MORTGAGES 5: S&P Raises Class D Notes Rating to 'B'
------------------------------------------------------------
S&P Global Ratings raised its credit ratings on all of Lusitano
Mortgages No. 5 PLC's classes of notes. At the same time, S&P
removed from CreditWatch positive its ratings on the class A and B
notes, where the ratings agency placed them on April 4, 2019.

S&P said, "In this transaction, our ratings address timely receipt
of interest and ultimate repayment of principal for all classes of
notes.

"The rating actions follow the application of our relevant criteria
and our full analysis of the most recent transaction information
that we have received, and reflect the transaction's current
structural features.

"Upon revising our structured finance sovereign risk criteria and
our counterparty criteria, we placed our ratings on the
transaction's class A and B notes under criteria observation.
Following our review of the transaction's performance and the
application of these criteria, our ratings on these notes are no
longer under criteria observation.

"Our sovereign risk criteria classify the sensitivity of this
transaction as low. Therefore, the highest rating that we can
assign to the notes in this transaction is six notches above the
unsolicited long-term Portuguese sovereign rating, or 'AA (sf)'.

"Our revised counterparty criteria cap our ratings in this
transaction at the long-term resolution credit rating (RCR) on
Credit Agricole Corporate and Investment Bank ('AA-') as swap
counterparty, as we do not consider the replacement language in the
swap agreement to be in line with these criteria. However, in order
to assess whether the notes could achieve a higher rating than the
RCR on the swap counterparty, we performed our cash flow analysis
without giving credit to the swap agreement. Given the absence of
negative impact on the results, we could delink the ratings on the
notes from the swap agreement. The replacement triggers on both the
collection account and the transaction account are in line with our
revised counterparty criteria published in March 2019. Therefore,
the ratings in this transaction are not capped by counterparty
risk.

"Our conclusions on operational and legal risk analysis remain
unchanged since our previous review.

"The greater proportion of the loans in the pool receiving the
maximum seasoning credit benefitted our weighted-average
foreclosure frequency (WAFF) calculations. Our weighted-average
loss severity (WALS) assumptions have decreased at all rating
levels as a result of the amortization of the mortgage loans."

  WAFF And WALS Levels
  Rating level WAFF (%) WALS (%)
  AAA             20.68  8.40
  AA             14.22  6.18
  A             10.72  2.54
  BBB             8.01       2.00
  BB             5.30       2.00
  B             3.21       2.00

S&P said, "Credit enhancement has increased for all rated classes
of notes since our previous review due to the sequential
amortization of the notes and the replenishment of the reserve fund
to 16.0% of its target amount, from 0.0% as of our previous
review.

"Following the application of our criteria, we have determined that
our assigned ratings on all the classes of notes in this
transaction should be the lower of (i) the rating as capped by our
sovereign risk criteria, and (ii) the rating that the classes of
notes can attain under our European residential loans criteria.

"We have raised our ratings on the class A, B, and C notes as our
full analysis indicates that the available credit enhancement for
these classes of notes is commensurate with higher ratings than
those currently assigned. At the same time, we removed from
CreditWatch positive our ratings on the class A and B notes.

"Our full analysis also indicates that the available credit
enhancement for the class D notes is commensurate with a 'BB (sf)'
rating. However, given this class of notes is the most junior one
in the capital structure, and given the reserve fund is not fully
funded, we have raised our rating to 'B (sf)' from 'CCC+ (sf)'."

Lusitano Mortgages No. 5 is a Portuguese residential
mortgage-backed securities (RMBS) transaction, which closed in
September 2006 and securitizes first-ranking mortgage loans granted
to prime borrowers for the acquisition of residential properties
located in Portugal, mainly located in the Lisbon region.

  Ratings List

  Lusitano Mortgages No. 5 PLC

  Class      Rating to Rating from
  A       AA (sf) AA- (sf)/Watch Pos
  B       A (sf) BBB- (sf)/Watch Pos
  C       BBB (sf) BB+ (sf)
  D       B (sf) CCC+ (sf)


MAGELLAN MORTGAGES 4: S&P Raises Class D Notes Rating to BB
-----------------------------------------------------------
S&P Global Ratings raised its credit ratings on Magellan Mortgages
No. 4 PLC's class A, B, C, and D notes.

S&P said, "Upon revising our structured finance sovereign risk
criteria, we placed our ratings on the class A and B notes under
criteria observation. Following our review of the transaction's
performance and the application of our revised structured finance
sovereign risk criteria, our ratings on these notes are no longer
under criteria observation.

"Additionally, on April 4, 2019, we placed our ratings on the class
A and B notes on CreditWatch positive following the raising of our
unsolicited foreign currency long-term sovereign rating on Portugal
to 'BBB' from 'BBB-'.

"The upgrades follow the implementation of our relevant criteria.
They also reflect our full analysis of the most recent transaction
information that we have received and the transaction's current
structural features.

"The analytical framework in our revised structured finance
sovereign risk criteria assesses the ability of a security to
withstand a sovereign default scenario. These criteria classify the
sensitivity of this transaction as low. Therefore, the highest
rating that we can assign to the tranches in this transaction is
six notches above the Portuguese sovereign rating, or 'AA (sf)', if
certain conditions are met.

"In order to rate a structured finance tranche above a sovereign
that is rated 'A+' and below, we account for the impact of a
sovereign default to determine if under such stress the security
continues to meet its obligations. For Portuguese transactions, we
typically use asset-class specific assumptions from our standard
'A' run to replicate the impact of the sovereign default scenario.

"We have also applied our new structured finance counterparty
criteria.

"Under our counterparty criteria we link our ratings on the classes
B to D notes in this transaction to our long-term issuer credit
rating (ICR) on the swap guarantor (Bank of America Corporation;
A-/Stable/A-2) and to our resolution counterparty rating (RCR) on
the swap provider, Merrill Lynch International (A+/Stable/A-1). The
ratings on the class A notes are now delinked from our ICR and RCR
on the swap guarantor and swap provider, respectively.

"After applying our European residential loans criteria to this
transaction, the overall effect in our credit analysis results is a
decrease in the required credit coverage for each rating level
compared with our previous review, mainly driven by the decrease in
arrears and our updated market value decline assumptions."

  WAFF And WALS Levels
  Rating level WAFF (%) WALS (%)
  AAA        17.94  7.15
  AA              12.06  5.21
  A             9.05   2.17
  BBB          6.67    2.00
  BB              4.29    2.00
  B              2.49   2.00

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

The class A, B, C, and D notes' credit enhancement has increased
marginally due to the notes' amortization, which is pro rata as the
reserve fund has been at its required level since closing and all
the other pro-rata conditions are met.

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on the classes of notes in
this transaction should be the lower of (i) the rating as capped by
our sovereign risk criteria; (ii) the rating as capped by our
counterparty criteria; and (iii) the rating that the class of notes
can attain under our European residential loans criteria.

"We consider the available credit enhancement for the class A notes
to be commensurate with a higher rating than that currently
assigned. As the application of our sovereign risk criteria now
caps the rating on the class A notes at six notches above the
unsolicited 'BBB' long-term sovereign rating on Portugal, we have
raised to 'AA (sf)' from 'A (sf)' and removed from Credit Watch
positive our rating on the class A notes.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B notes is commensurate with a
higher rating than that currently assigned. We have therefore
raised to 'BBB (sf)' from 'BBB-(sf)', in line with the unsolicited
'BBB' long-term sovereign rating on Portugal, and removed from
CreditWatch positive our rating on the class B notes.

"We consider the available credit enhancement for the class C and D
notes to be commensurate with higher ratings than those currently
assigned. We have therefore raised to 'BBB- (sf)' and 'BB (sf)'
from 'BB+ (sf)' and 'B+ (sf)' our ratings on the class C and D
notes, respectively."

Magellan Mortgages No. 4 is a Portuguese residential
mortgage-backed securities (RMBS) transaction, which closed in July
2006 and securitizes first-ranking mortgage loans that Banco
Commercial Portugues originated.

Ratings List

  Magellan Mortgages No. 4 PLC

  Class Rating to Rating from
  A       AA (sf) A (sf)/Watch Pos
  B       BBB (sf) BBB- (sf)/Watch Pos
  C       BBB- (sf) BB+ (sf)
  D       BB (sf) B+ (sf)




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

ORIENT EXPRESS: Moody's Withdraws Caa1 LongTerm Deposit Ratings
---------------------------------------------------------------
Moody's Investors Service withdrawn the following ratings of Orient
Express Bank:

  - Long-term bank deposit ratings of Caa1

  - Short-term bank deposit ratings of Not Prime

  - Long-term Counterparty Risk Ratings of B3

  - Short-term Counterparty Risk Ratings of Not Prime

  - Long-term Counterparty Risk Assessment of B3(cr)

  - Short-term Counterparty Risk Assessment of Not Prime(cr)

  - Baseline credit assessment (BCA) of caa1, and

  - Adjusted BCA of caa1

At the time of the withdrawal, the bank's long-term deposit ratings
carried a negative outlook.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

OEB is a medium size bank domiciled in the Amur region, ranking
33rd by total assets among Russian banks as of June 1, 2019. As of
year-end 2018, the bank reported total IFRS assets of RUB234.1
billion and total equity of RUB23.6 billion. The bank's net income
for the year 2018 amounted to RUB7.4 billion.


ZIRAAT BANK: Moody's Cuts Deposit Ratings to B3, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the long-term
local and foreign currency deposit ratings of Ziraat Bank
Uzbekistan JSC, the Uzbek subsidiary of Turkish T.C. Ziraat Bankasi
A.S. (T.C. Ziraat Bankasi), the largest Turkish banking group. The
bank's baseline credit assessment of b3 was affirmed, while its
adjusted BCA was downgraded to b3 from b2. The rating agency also
downgraded Ziraat Bank Uzbekistan JSC's long-term Counterparty Risk
Assessment to B2(cr) from B1(cr), and its long-term Counterparty
Risk Ratings to B2 from B1. The short-term deposit ratings of Not
Prime as well as the short-term CR Assessment of Not Prime(cr) were
affirmed.

The rating action was prompted by the corresponding action on the
Turkish parent bank T.C. Ziraat Bankasi (local currency deposit B2
negative; BCA caa1), whose long-term ratings and BCA were
downgraded on June 18, 2019.

RATINGS RATIONALE

The downgrade of Ziraat Bank Uzbekistan JSC's supported local and
foreign currency deposit ratings to B3 from B2 was prompted by the
corresponding action on T.C. Ziraat Bankasi, whose BCA was recently
downgraded to caa1 from b2, indicating the parent's reduced
capacity to provide support to its subsidiary.

The affirmation of Ziraat Bank Uzbekistan JSC's b3 BCA reflects
Moody's expectation that the impact from potential deterioration in
its parent's creditworthiness will be contained for Ziraat Bank
Uzbekistan JSC, considering the stable operating environment in
Uzbekistan (B1 stable) where Ziraat Bank Uzbekistan JSC's business
is concentrated.

Ziraat Bank Uzbekistan JSC b3 BCA will remain underpinned by the
bank's good loss absorption capacity supported by sustainable
profit generation and strong capital buffers. Moody's estimates
that the bank's Tangible Common Equity (TCE) ratio was around 40%
at the end of 2018 and will remain strong over the next 12-18
months.

At the same time, the bank's BCA remains constrained by its low
business diversification and weak standalone funding profile which
reflects a narrow customer deposit base, mainly comprised of
short-term deposits, along with high reliance on funding from
Ziraat Group, which accounted for around 35% of total liabilities
at the end of May 2019 (44% at the end of 2018).

NEGATIVE OUTLOOK

Ziraat Bank Uzbekistan JSC long-term local and foreign currency
deposit ratings carry a negative outlook, reflecting the negative
outlook on T.C. Ziraat Bankasi's deposit ratings. During the
outlook period, Moody's will assess the extent to which the
deterioration of operating conditions in Turkey and deterioration
in T.C. Ziraat Bankasi's creditworthiness may change the group's
development strategy outside of Turkey and exert negative pressure
on Ziraat Bank Uzbekistan JSC's credit profile.

WHAT COULD MOVE THE RATINGS DOWN / UP

Ziraat Bank Uzbekistan JSC 's BCA and deposit ratings could be
downgraded in case of (1) further downgrade of the parent's BCA or
(2) increasing pressure on its funding and liquidity profiles.
Given the negative outlook, any positive rating actions are
unlikely. However, Moody's could stabilize Ziraat Bank Uzbekistan
JSC 's outlook if the bank strengthens its funding profile and
reduces reliance on Ziraat Group's funding or if the outlook on the
parent's ratings stabilizes.

PRINCIPAL METHODOLOGY

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

FULL LIST OF ALL AFFECTED RATINGS

Issuer: Ziraat Bank Uzbekistan JSC

Downgrades:

Adjusted Baseline Credit Assessment, Downgraded to b3 from b2

Long-term Counterparty Risk Assessment, Downgraded to B2(cr) from
B1(cr)

Long-term Counterparty Risk Rating, Downgraded to B2 from B1

Long-term Bank Deposits, Downgraded to B3 from B2, Outlook Remains
Negative

Affirmations:

Baseline Credit Assessment, Affirmed b3

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 Negative




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

BBVA CONSUMO 10: S&P Assigns Prelim B Rating on Class C Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to BBVA
Consumo 10 Fondo De Titulizacion's (BBVA CONSUMO 10) class A, B,
and C notes. At closing, BBVA CONSUMO 10 will also issue unrated
class D, E, and Z notes.

The transaction will securitize a portfolio of Spanish consumer
loans that Banco Bilbao Vizcaya Argentaria S.A. (BBVA) originated.
The issuer will use the class A to E notes' issuance proceeds to
purchase the loans, and the class Z notes' issuance proceeds to
fund the reserve fund. Under the transaction documents, the issuer
can purchase further eligible receivables during the first 15
months of the revolving period, as long as no early amortization
events occur.

BBVA is a leading Spanish bank and a well-established originator
with a good track record in the Spanish securitization market. In
addition to originating the loans, BBVA also services them. It is
also the paying agent and treasury, and principal account provider
in this transaction.

S&P said, "We consider that the transaction's documented
replacement mechanisms adequately mitigate its counterparty risk
exposure to BBVA up to a 'AA' rating level under our current
counterparty criteria.

"Our revised structured finance sovereign risk criteria do not
constrain our preliminary rating on the class A notes. However,
given the unsolicited long-term sovereign rating on Spain
(A-/Positive/A-2), our sovereign risk criteria cap at 'A-' our
preliminary ratings on the class B and C notes.

"Our analysis indicates that the available credit enhancement for
the class A, B, and C notes is sufficient to withstand the credit
and cash flow analysis stresses that we apply at the assigned
preliminary ratings."

  Ratings List

  BBVA CONSUMO 10 FONDO DE TITULIZACION  

  Class Prelim. rating Prelim. amount
                          (mil. EUR)
  A       AA (sf)       1,810.0
  B       A- (sf)          58.0
  C       B (sf)          82.0
  D       NR          30.0
  E       NR          20.0
  Z       NR          10.0

  NR--Not rated.




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

ARCADIA GROUP: TPR Chief Refers MPs to Trustees on CVA Details
--------------------------------------------------------------
Jack Gray at Pension Age reports that the Pensions Regulator (TPR)
chief executive, Charles Counsell, has referred the Work and
Pensions Select Committee to the Arcadia pension scheme trustees
for details of the company voluntary arrangement (CVA).

In a response to a letter from Committee chair Frank Field, which
questioned TPR on details of the CVA, Counsell stated that the
regulator was unable to answer the majority of questions under the
Pension Act 2004, but that the trustees "may be able to provide
more details", Pension Age relates.

Mr. Counsell did, however, respond to a question on how the CVA is
right for members and the Pension Protection Fund by saying that
the GBP310 million CVA support package was "worth considerably
more" than if the agreement "was not successful and Arcadia became
insolvent", Pension Age notes.

"The agreement brings more certainty for Arcadia's pension schemes
and we are satisfied that it is equitable in the context of the
wider CVA process," Pension Age quotes Mr. Counsell as saying.

"A successful CVA will mean that, in addition to the GBP100 million
cash contribution from Lady Green, the pension schemes will be
supported by ongoing deficit repair contributions, with the aim of
paying full benefits to retirement savers."

Mr. Counsell also said that he believed the best support for a
pension scheme is an ongoing employer, and that TPR will continue
to work with Arcadia and its shareholders to ensure the schemes are
supported on the road to full funding, according to Pension Age.

As reported by the Troubled Company Reporter-Europe on June 6,
2019, Reuters related that Arcadia fashion group secured the
backing of Britain's pensions regulator for a major restructuring,
increasing the chances of his Topshop-to-Dorothy Perkins business
avoiding a collapse into administration.  Late on June 4, Arcadia,
as cited by Reuters, said it would provide GBP210 million (US$267
million) of security over assets for its pension schemes, including
an additional GBP25 million to help close a funding deficit as
agreed with the TPR.  The move comes on top of a pledge by Tina
Green, Philip Green's Monaco-based wife and Arcadia's ultimate
owner, to contribute GBP75 million over three years plus an
additional GBP25 million, making a total of GBP100 million, Reuters
stated.  According to Reuters, the restructuring would reduce
Arcadia's own annual contributions to its pension schemes from
GBP50 million to GBP25 million for three years.

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


DUDLEY LEISURE: Viva Blackpool Cabaret Bar to Continue Trading
--------------------------------------------------------------
Tim Gavell at The Gazette reports that bosses at Viva Blackpool say
the show will go on despite the holding company behind the cabaret
bar going into liquidation.

The venue ran into cash flow trouble last year and the firm behind
it Dudley Leisure went into a Company Voluntary Arrangement in June
to manage its debts, The Gazette relates.

At that time, bosses said its trade was hit by the town centre
roadworks and bridge repairs in 2017 putting off customers,
together with teething trouble with its diner after one of its
contractors itself hit trouble delaying the refurbishment work, The
Gazette notes.

Now the supervisors of the CVA, Blackpool-based Campbell Crossley
and Davies, have written to people owed money to tell them that the
CVA has failed and Dudley Leisure is going into liquidation, The
Gazette discloses.

Three new companies had been formed in April, Viva Blackpool Ltd,
Viva (Blackpool) Group Ltd and Viva Vegas Restaurants Ltd., The
Gazette states.

But bosses at Viva said the despite their best intentions to work
with creditors and having paid off arrears as stipulated under the
CVA over the past year, the matter had been taken out of their
hands by the courts, The Gazette relays.

According to The Gazette, they said all employees have been
transferred over to the new company structure -- protecting jobs,
particularly of young people.   All deposits made to the venue have
also been transferred and they will continue to be working with
suppliers, The Gazette says.


MERLIN ENTERTAINMENT: S&P Puts 'BB' ICR on CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings placed its 'BB' issuer credit rating on Merlin
Entertainment PLC and 'BB' issue rating on the senior unsecured
debt ratings on CreditWatch with negative implications.

The CreditWatch placement follows the announcement on June 28 that
the board of Merlin Entertainment has agreed to recommend to
shareholders the acquisition offer for the company. The bid comes
from a group of investors that comprises Blackstone, KIRKBI
(Merlin's largest shareholder), and CPPIB for an all-cash offer of
455p per share, representing an enterprise value to EBITDA multiple
of 12.0x.

The new owners' financial policy intentions and the planned funding
mix for the transaction have only been partly disclosed, but we
understand that debt could rise to above GBP3.5 billion, indicating
a highly leveraged capital structure. S&P therefore expects the
owners will pursue a more aggressive financial policy and Merlin's
credit metrics to weaken significantly (currently Merlin's adjusted
debt-to-EBITDA ratio is around 4.0x). The deal is currently
expected to complete during the fourth quarter of 2019, once
competition clearances and necessary regulatory approvals are
obtained. S&P will monitor the final capital structure and
financial policy, and act once we have clarity over the final terms
of the acquisition.

S&P said, "We note that the existing EUR700 million senior secured
notes, $400 million senior unsecured bonds, and GBP600 million
senior unsecured multi-currency revolving credit facility (RCF)
contain a change of control clause that could be triggered in
absence of new funding or refinancing. As of Dec. 31, 2018, Merlin
had GBP110 million cash and cash equivalents and GBP435 million
undrawn RCF available. The notes are currently trading at around
105% above par, therefore we do not expect this to pose a liquidity
concern at this point.

"Based on the above, we believe that the change in ownership will
increase the leverage of Merlin to over 5x, and therefore there is
a possibility that we could lower our rating on Merlin by more than
one notch on completion of the transaction.

"We expect to resolve the CreditWatch within the next three-to-six
months, upon completion of the acquisition and after assessing
Merlin's financial risk profile pro forma the transaction, with
emphasis on the company's prospective financial policies and credit
measures.

"We may lower our ratings by more than one notch if the proposed
acquisition goes through and the new owners impose a more
aggressive financial policy, with adjusted debt to EBITDA climbing
sustainably over 5x.

"We would consider affirming the 'BB' rating on Merlin and removing
it from CreditWatch negative if the takeover does not take place."


POLARIS PLC 2019-1: Moody Rates GBP5.2MM Class X Notes 'B3'
-----------------------------------------------------------
Moody's Investors Service assigned definitive ratings to Notes
issued by Polaris 2019-1 plc:

GBP218,857,000 Class A Mortgage Backed Floating Rate Notes due
April 2057, Definitive Rating Assigned Aaa (sf)

GBP11,865,000 Class B Mortgage Backed Floating Rate Notes due April
2057, Definitive Rating Assigned Aa2 (sf)

GBP11,865,000 Class C Mortgage Backed Floating Rate Notes due April
2057, Definitive Rating Assigned A1 (sf)

GBP6,592,000 Class D Mortgage Backed Floating Rate Notes due April
2057, Definitive Rating Assigned A3 (sf)

GBP5,273,000 Class E Mortgage Backed Floating Rate Notes due April
2057, Definitive Rating Assigned Baa3 (sf)

GBP2,636,000 Class F Mortgage Backed Floating Rate Notes due April
2057, Definitive Rating Assigned B1 (sf)

GBP5,273,000 Class X Floating Rate Notes due April 2057, Definitive
Rating Assigned B3 (sf)

Moody's has not assigned ratings to the GBP 6,595,000 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
1,459 borrowers with a current portfolio balance of GBP 263.7
million in the pool-cut as of end of May 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 74.6% in the pool; (4) the current macroeconomic
environment in the United Kingdom; and (5) benchmarking with
similar UK Non-conforming RMBS transactions.

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 0.9 years; (4) high borrower concentration; and (5) the fact
that 25.4% 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 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 this
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, 92.35% 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 through its London branch, in place. The
issuer pays the swap rate of 0.988% 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. As is the case in many UK RMBS transactions this basis
risk mismatch between the floating rate on the underlying loans and
the floating rate on the Notes will be unhedged. Moody's has
applied a stress to account for the basis risk, in line with the
stresses applied to the various types of unhedged basis risk seen
in UK RMBS. The swap agreement is largely in accordance with its
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 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 (not rated)); (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
June 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors that may cause an upgrade 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 Notes 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.


R DURTNELL: Halts Trading, More Than 100 Jobs at Risk
-----------------------------------------------------
BBC News reports that Britain's oldest building firm, R Durtnell
and Sons, has ceased trading, putting more than 100 jobs at risk.

The company made a loss before tax of GBP679,877 in the year ended
December 31, 2017, BBC relays, citing documents submitted to
Companies House.

It said economic conditions had been "very challenging", BBC
notes.

According to BBC, the documents show it took a charge of GBP648,279
on the closure of its joinery business, which had been
substantially cut during the recession.

The firm had financial injection of GBP1.5 million after cash flow
difficulties in 2018, BBC discloses.

It also warned about competitive pressures and risks in contract
tendering and management, BBC relates.


SOUTHERN WATER: S&P Lowers Senior Secured Debt Rating to 'B'
------------------------------------------------------------
S&P Global Ratings lowered its issue ratings on the class A senior
secured debt issued by Southern Water Services (Finance) Ltd.
(SWSF) to 'BBB+' from 'A-' and the rating on the parent company
Southern Water (Greensands) Financing PLC (SWG) to 'B'. The outlook
on both is negative. S&P also lowered the issue rating on SWG's
senior secured debt to 'B' from 'B+'.

S&P said, "The downgrade reflects our view that the group credit
quality is weaker following serious breaches of its regulatory
license. We believe that the weaker credit quality of SWSF has a
direct impact on the credit quality of SWG as the latter is
completely reliant on dividends from SWSF for debt repayment."

The negative outlook reflects the risk of further actions from the
Environmental Agency, which is conducting a separate investigation
that could result in criminal charges, as well as potential
additional litigation as consumers still have the opportunity to
voice their opinion on the Ofwat-imposed fine until July 19. It
also reflects the uncertainty regarding SWSF's capacity to
demonstrate operational performance in line with regulatory
requirements over the medium term. This is in the context of higher
political and regulatory risks currently in the UK.

On June 25, 2019, Ofwat announced that it had issued SWSF with a
GBP126 million fine on the basis that it had deliberately misled
the regulator on the quality of the treated wastewater that was
being released into water sources in Southern Water's operating
area. According to the regulator, SWSF failed to operate its
wastewater treatments works properly, leading to unpermitted and
premature spills of wastewater in the environment without
implementation of all of the required treatment processes. Ofwat's
findings conclude that the company took deliberate measures to
prevent environmental compliance checks of samples of wastewater
from being taken at treatment works.

S&P said, "We believe that these findings indicate material
deficiencies in SWSF's management and governance policies and
general risk in the management framework. Furthermore, we believe
SWSF's internal controls were inadequate in preventing or
identifying alleged illegal behavior as well as license-breaching
behavior. In our view, these have an adverse impact on the
company's reputation, regulatory risk, its credit metrics, and its
overall credit quality at a time of higher political and regulatory
risks."

The negative outlook on SWSF's class A debt reflects the
uncertainty around the efficiency of the internal controls in place
by the company, the risk of further negative actions from the EA,
and the possibility of additional consumer lawsuits, in light of
higher regulatory and political risks. The negative outlook also
reflects the uncertainty regarding SWSF's capacity to demonstrate
operational performance in line with regulatory requirements.

S&P said, "We could lower ratings on the senior secured debt if
SWSF's ratio of funds from operations (FFO) to debt falls below 8%.
This could occur if the company fails to improve its operational
performance, if the EA imposes additional significant fines, or in
the event of litigations.

"We could revise the outlook to stable if SWSF comfortably
maintains FFO to debt above 8% and we see a track record of changes
in management and governance leading to improved operational
performance."

The negative outlook on SWG reflects the risk of lower
distributions to the parent company from SWSF in light of potential
additional fines as well as SWSF's additional operating and capital
expenditure needs.

S&P said, "We could take a negative rating action on SWG if there
were narrower headroom under SWSF' covenant ratios, particularly
the interest coverage ratios, and we no longer considered it
adequate. We could also downgrade SWG if the likelihood of a
dividend lockup at SWSF increased, for example, due to operating
difficulties at SWSF or adverse regulatory decisions. Finally, we
could take a negative rating action on SWG if its GBP40 million
revolving credit facility (RCF) were no longer available or if
liquidity headroom narrowed.

"We could revise the outlook to stable if we were to take a similar
action on SWSF."


SRC TRANSATLANTIC: Claims Filing Deadline Set for July 31
---------------------------------------------------------
BBC News reports that administrators KPMG are dealing with cases of
former customers of SRC Transatlantic Limited, which operated until
2017 as SpeedyCash and had outlets in various UK towns. The
administrators said anyone who believes they have a claim must
submit it to KPMG by July 31 but, owing to the collapse of the
company, they may only receive a fraction of any successful claim,
BBC discloses.

"We expect customers with a valid claim to get a low pence in the
pound portion of the money they are owed by April 30, 2020.  It is
important to note that claims made after July 31, 2019, are very
unlikely to be considered," BBC quotes a spokesman as saying.

Customers of WageDayAdvance and Juo Loans, who might also be making
claims to the same administrator after its collapse, have a later
deadline of Aug. 31.


TORO PRIVATE I: S&P Assigns B Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' rating to Toro Private Holdings
I, the group's new holding company. S&P also assigned its 'B+'
issue rating and '2' recovery rating to the company's first-lien
facilities, and its 'CCC+' issue rating and '6' recovery rating to
its second-lien term loan.

S&P said, "We are downgrading Travelport Worldwide Ltd. and its
financing subsidiaries (Travelport Corporate Finance PLC and
Travelport Finance [Luxembourg] s.a.r.l) to 'B' from 'B+' and
removing them from CreditWatch, where we place them with negative
implications on Dec. 12, 2018. We are subsequently withdrawing our
issuer ratings on Travelport Worldwide Ltd. and Travelport
Corporate Finance PLC.

The rating actions follow the closing of the acquisition of
Travelport by Siris Capital Group LLC (Siris) and Evergreen Coast
Capital Corp. (Evergreen), a private equity affiliate of Elliot
Management Corp.; the delisting of its shares from the New York
Stock Exchange; and the raising of new debt and the repayment of
its existing debt.

To finance the acquisition Travelport has raised new $2.8 billion
of first-lien facilities due 2026, supported by a $150 million
revolving credit facility (RCF) undrawn at closing, and a $500
million second-lien term loan due in 2027. The remainder (about
$1.15 billion) was financed by common equity from the new sponsors
who will now hold equal stakes in Travelport.

Travelport is one of the three major global distribution service
(GDS) providers, occupying about 20% of the GDS market, alongside
its main competitors Sabre Corp. (about 37%) and Amadeus IT Group
S.A. (Amadeus; about 43%). Travelport's operations, which are
smaller than those of its peers, generate a geographically
diversified revenue stream, with most revenue growth coming from
Europe, the U.S., and Asia-Pacific, and from fast-growing payment
and mobile solutions. Sabre is the largest travel distribution
system in the U.S. and Latin America, and benefits from the growing
demand for travel-related services, while Amadeus benefits from its
leading position in travel distribution in Europe, and a broader
range of travel services and technology solutions.

S&P's rating reflects that Travelport's operations are exposed to
the seasonal and cyclical travel industry. The GDS industry is also
prone to rapid technological change, so investment to enhance
technological capabilities is key. Although there are three major
players in the global air travel booking market (about 70% of
Travelport's revenues), the segment is highly competitive, and some
of Travelport's customers, notably commercial airlines, continue to
exert pressure on fees and push for alternative distribution
platforms. For example, some airlines have introduced a surcharge
on bookings made through indirect channels such as GDS providers.
Therefore, S&P believes that Travelport has a limited ability to
implement significant price increases. This risk may be exacerbated
by the ongoing consolidation in the travel industry. As both
airlines and travel agencies merge or go out of business, this may
increase Travelport's customer concentration, reduce airline seat
capacity, and further increase customers' pricing power.

S&P balances these factors against Travelport's exposure to other
platform services with better growth prospects, such as payment
solutions, and hotel, car rental, cruise-line, and tour operators.
Travelport also operates a transaction-based revenue model rather
than depending on the value of travel bookings, so its revenue
tends to be less volatile in economic downturns than that of its
underlying industries, such as leisure or air travel. In addition,
S&P views Travelport's globally diversified operations as a
positive; no single customer represents more than 10% of revenues,
and the company has exposure to more than 480 airlines. So far,
Travelport has managed to withstand some contract losses--the most
recent in 2018--without a material impact on earnings.

In conjunction with the buyout transaction, the new sponsors have
outlined several cost-cutting and cost-containment initiatives in
line with the cost-saving measures management has already
implemented. The new shareholders believe that the company can
achieve run-rate operating-expenditure cost savings of about $125
million over the two years following the buyout, with about $63
million in associated costs. S&P said, "While we view the
cash-saving opportunities as largely attainable, we recognize that
these initiatives could disrupt the business operations if they are
not managed properly. We understand that the new sponsors remain
committed to considered investment in technology as this is key to
the company's operational success."

Travelport has been able to reduce its debt in recent years thanks
to its stable operating and cash flow performance, generating about
$200 million in FOCF per year in 2017-2018, and disciplined capital
expenditure (capex) and dividend policy. Reported debt has dropped
by about $210 million over the past three years, to about $2.3
billion at year-end 2018.

The acquisition by Siris and Evergreen will lead to both higher
debt and lower cash flows due to a higher interest burden. S&P
forecasts elevated leverage of about 7x pro forma the acquisition,
which it views as relatively high compared to the leverage of some
rated peers in the wider business services industry.

Travelport's ability to reduce leverage will depend on the success
of the cost savings and efficiency improvements that the new
sponsors have identified, coupled with Travelport's ability to
continue growing its top line and earnings while sticking to its
prudent capex plans. S&P thinks that the company's generally good
cash-flow-generating ability, despite the higher interest expenses
associated with the new capital structure, and both management's
and the new sponsors' cautious approach to leverage, should support
meaningful debt reduction relatively quickly.

S&P said, "Our base-case assumptions for Travelport have not
changed materially since we assigned the preliminary rating on Feb.
28, 2019. We continue to factor in a gradual improvement in credit
metrics from the weak level at close of the transaction, and
anticipate S&P Global Ratings-adjusted funds from operations (FFO)
to debt of about 7%, EBITDA interest cover of above 2x, and a
strong FOCF in access of $100 million in 2019.

"The stable outlook reflects our expectation that Travelport will
maintain its competitive position in the global GDS market while
continuing to grow its revenues organically at low-single-digit
rates over the next 12 months, supported by favorable market
prospects. We also expect stable operating margins, with a strong
focus on cost savings, which, absent the unanticipated loss of a
major customer, should lead to meaningful FOCF generation.

"We could consider lowering the rating if Travelport's EBITDA
generation deteriorated because of, for example, unexpected losses
of key customers or pricing constraints, or if it appeared to be
losing market share. We could also take a negative rating action if
Travelport's financial policy became more aggressive leading to a
significant increase in leverage as a result of a large payment to
shareholders or a large debt-funded acquisition, or if its FOCF
turned negative.

"We could consider an upgrade if Travelport demonstrated a prudent
financial policy and was deleveraging on a sustainable basis, and
if we believed that its adjusted debt to EBITDA would fall and
remain below 5.0x. An upgrade would be contingent on the company's
and owners' commitment to maintain a financial policy that would
support such improved ratios on a sustained basis."


WRIGHT MARSHALL: Enters Administration, Seeks Buyer for Business
----------------------------------------------------------------
Business Sale reports that Wright Marshall, a large retail agency
and professional services business, has appointed administrators
and ceased trading with its rural auction branch.

Anthony Collier -- anthony.collier@frpadvisory.com -- and Ben
Woolrych -- ben.woolrych@frpadvisory.com -- partners at FRP
Advisory LLP, were called in on June 26, 2019, to manage the
administration process, which reportedly follows a long period of
poor trade and a significant reduction in the amount of livestock
being taken to the auctions, Business Sale relates.

With eight sites across Cheshire and Derbyshire, Wright Marshall
currently employs 129 employees across its company, Business Sale
states.  The staff work to deliver a range of services including
real estate and professional services, as well as fine art auction
houses and a rural auction mart, Business Sale discloses.

According to Business Sale, the administrators said trade will
continue within the fine art and rural auction divisions while they
search for a buyer for the company.




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

[*] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
------------------------------------------
Authors: Teresa A. Sullivan, Elizabeth Warren,  & Jay Westbrook
Publisher: Beard Books
Softcover: 370 Pages
List Price: $34.95
Order your personal copy today at https://is.gd/29BBVw

So you think you know the profile of the average consumer debtor:
either deadbeat slouched on a sagging sofa with a three day growth
on his chin or a crafty lower-middle class type opting for
bankruptcy to avoid both poverty and responsible debt repayment.

Except that it might be a single or divorced female who's the one
most likely to file for personal bankruptcy protection, and her
petition might be the last stage of a continuum of crises that
began with her job loss or divorce.  Moreover, the dilemma might be
attributable in part to consumer credit industry that has increased
its profitability by relaxing its standards and extending credit to
almost anyone who can scribble his or her name on an application.

Such are among the unexpected findings in this painstaking study of
2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987.  Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors use
data contained in the actual petitions. In so doing, they offer a
unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as a
rule, neither impoverished families nor wily manipulators of the
system.  Instead, debtors are a cross-section of America.  If one
demographic segment can be isolated as particularly debt prone, it
would be women householders, whom the authors found often live on
the edge of financial disaster.  Very few debtors (3.7 percent in
the study) were repeat filers who might be viewed as abusing the
system, and most (70 percent in the study) of Chapter 13 cases fail
and become Chapter 7s.  Accordingly, the authors conclude that the
economic model of behavior -- which assumes a petitioner is a
"calculating maximizer" in his in his decision to seek bankruptcy
protection and his selection of chapter to file under, a profile
routinely used to justify changes in the law -- is at variance with
the actual debtor profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is less
than surprising to learn, for example, that most debtors are simply
not as well-off as the average American or that while bankrupt's
mortgage debts are about average, their consumer debts are off the
charts.  Petitioners seem particularly susceptible to the siren
song of credit card companies.  In the study sample, creditors were
found to have made between 27 percent and 36 percent of their loans
to debtors with incomes below $12,500 (although the loans might
have been made before the debtors' income dropped so low). Of
course, the vigor with which consumer credit lenders pursue their
goal of maximizing profits has a corresponding impact on the number
of bankruptcy filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *