/raid1/www/Hosts/bankrupt/TCREUR_Public/190712.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, July 12, 2019, Vol. 20, No. 139

                           Headlines



B O S N I A   A N D   H E R Z E G O V I N A

ALUMINIJ: To File for Bankruptcy, 10,000 Jobs at Risk


F R A N C E

SOCO 1: S&P Assigns 'B' Issuer Credit Rating, Outlook Negative


G E R M A N Y

[*] GERMANY: Corporate Insolvencies to Increase for First Time


I R E L A N D

CORDATUS LOAN XV: Moody's Gives (P)Ba3 Rating on Class E Notes
CVC CORDATUS XV: Fitch Assigns B-(EXP) Rating on Class F Debt
EUROPEAN RESIDENTIAL 2017-NPL: Moody's Reviews Ba3 on Class C Debt
EUROPEAN RESIDENTIAL 2019-NPL1: DBRS Gives (P)BB Rating on C Notes
FINANCE IRELAND 1: DBRS Assigns Prov. BB Rating on Class E Notes



I T A L Y

ASR MEDIA: S&P Cuts Loan Facility Rating to 'BB-', Outlook Stable
AUTOFLORENCE 1 SRL: DBRS Assigns Prov. B(high) Rating on E Notes
GHIZZONI SPA: July 25 Deadline Set for Expression of Interest
TELECOM ITALIA: Moody's Alters Outlook Ba1 CFR to Negative


N E T H E R L A N D S

PHM NETHERLANDS: Moody's Assigns B3 CFR, Outlook Stable


P O L A N D

CET GOVORA: Ciech Terminates Industrial Steam Delivery Deal


R U S S I A

RUSSIAN STANDARD: Moody's Withdraws Caa2 Deposit Ratings


S L O V E N I A

MERKUR: LCN Capital Acquires 15 Retail Centers for EUR100 Million


S P A I N

BBVA CONSUMO 10: S&P Assigns B Rating on EUR82MM Class C Notes


T U R K E Y

DOGUS HOLDING: Moody's Withdraws Caa1 CFR for Business Reasons


U N I T E D   K I N G D O M

ARCADIA GROUP: Lines Up Vans to Fill Oxford Street Site
BRITISH STEEL: Greybull Lines Up Talks with Two Units' Managers
CASTELL PLC 2017-1: DBRS Raises Class F Notes Rating to BB
COLD FINANCE: S&P Assigns BB Rating on GBP34.6MM Class E Notes
INEOS ENTERPRISES: Moody's Assigns Ba3 CFR, Outlook Stable

INEOS ENTERPRISES: S&P Assigns Prelim 'BB' ICR, Outlook Stable
MARKS & SPENCER: Egan-Jones Lowers Senior Unsecured Ratings to BB+
MICRO FOCUS: Fitch Assigns BB LongTerm IDR, Outlook Stable
MICRO FOCUS: Moody's Alters Outlook on B1 CFR to Positive
NORTHERN POWERHOUSE: Duff & Phelps Granted Interim Powers

STOLT-NIELSEN LTD: Egan-Jones Hikes Senior Unsecured Ratings to B


X X X X X X X X

[*] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS

                           - - - - -


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B O S N I A   A N D   H E R Z E G O V I N A
===========================================

ALUMINIJ: To File for Bankruptcy, 10,000 Jobs at Risk
-----------------------------------------------------
Maja Zuvela at Reuters reports that Bosnian aluminium smelter
Aluminij will file for bankruptcy after closing on July 10, putting
at risk some 10,000 jobs, including contractors and those at the
processing firms it supplies.

The officials said the smelter was disconnected from the power grid
just after midnight on July 10 over debts incurred because of high
electricity and alumina prices, Reuters relates.

The asset is one of Bosnia's biggest exporters, employing 900
workers in the southern town of Mostar, Reuters notes.

According to Reuters, Nermin Dzindic, energy minister in the
government of the autonomous Bosniak-Croat Federation, Aluminij's
biggest single shareholder with a 44% stake, said the company would
file for bankruptcy.

The closure followed a failed attempt to find a strategic partner
for the company, which has total debts of nearly BAM380 million
(US$219 million), Reuters states.

Mr. Dzindic told reporters his government planned to continue talks
with potential strategic partner Emirates Global Aluminium and seek
new investors for the firm, Reuters relays.

More than 70% of the company's debt is owed to state power utility
EPHZHB, which in June stopped supplying it with power at favorable
prices agreed with the government last December, according to
Reuters.

Mr. Dzindic, as cited by Reuters, said the government had asked
Aluminij to provide a detailed report about the impact of its
closure on the region's economy.

Aluminij's union representative Romeo Bioksic said workers would
receive one month's wages and be sent on unpaid leave pending
bankruptcy proceedings, Reuters relates.




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F R A N C E
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SOCO 1: S&P Assigns 'B' Issuer Credit Rating, Outlook Negative
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to French
testing, inspection, and certification (TIC) company Soco 1
(Socotec) and its 'B' issue rating and '4' recovery rating to the
company's existing senior secured debt facilities and the add-on.

Socotec's acquisition of U.S. based Vidaris will improve the scale
and diversification of Socotec outside of France, but S&P expects
that restructuring costs will keep FOCF minimal to negative in 2019
as the company continues its multi-year restructuring program.

The addition of Vidaris will expand Socotec's geographic presence
into the U.S. and add a higher-margin business to the group.
Vidaris, which provides consulting services in the U.S., operates
three main segments: architectural test, inspection, and
certification; dispute resolution; and engineering test,
inspection, and certification. S&P said, "In 2019, we expect it
will generate around EUR90 million in revenue and EUR30 million in
EBITDA. While we don't view the U.S. market as having a high degree
of cost overlap with Socotec's other geographies, given the unique
testing standards and processes in the U.S., the acquisition will
reduce Socotec's France-generated revenue to below 60% of total
revenue, improving the scale, scope, and diversity of Socotec's
business, and having an incrementally positive impact on its
business risk profile. Despite this improvement, we view the
company's scale and diversity as relatively modest compared with
larger, more global players such as SGS, Bureau Veritas, and
Intertek."

S&P said, "We also believe Vidaris will improve Socotec's overall
margin profile thanks to Vidaris' proven ability to command a price
premium in the U.S., which it has achieved from its strong
technical expertise, especially in its architectural test,
inspection, and certification segment. However, we view Socotec's
profitability as lower than that of its peers in the TIC industry.
We expect adjusted EBITDA margins to improve to above 14% following
the acquisition, from below 10% for the group as a whole.

"Notwithstanding the improvements in scale and profitability, we
expect high restructuring costs will weigh on FOCF in 2019 for the
third consecutive year. We expect slightly negative FOCF over the
next 12 months as the company continues its multi-year facilities
and labor rationalization effort, which we believe will result in
restructuring costs totaling more than EUR20 million in 2019.
Should the restructuring costs slim in 2020, we would expect
positive FOCF at levels more commensurate with a 'B' rating.

"Our view of Socotec's financial risk profile reflects adjusted
debt-to-EBITDA at 7.5x-7.9x at the end of 2019. We treat the
preference shares used to fund the acquisition as equity, since
their governing documents contain features that we believe make
them act as subordinated loss-absorbing capital, such as full
stapling provisions, and the absence of contractual payments due
before the maturity of the loans. Included in our calculation of
debt is around EUR750 million of term loans, over EUR100 million of
operating leases adjustments, about EUR10 million of pension
liabilities, over EUR23 million of earn-outs related to prior
acquisitions, and about EUR23 million of litigation liabilities.
Should the company's restructuring program conclude by 2020, we
believe leverage could decline to below 7x by the end of 2020 since
we do not add these costs back to EBITDA."

The outlook is negative because, despite the improved scale and
geographic diversity, Socotec will generate only limited FOCF in
2019, due to continued high restructuring costs. The outlook also
reflects the risk that restructuring costs will continue to weigh
on free cash flow in 2020.

S&P said, "We could lower the rating if integration challenges or
economic headwinds resulted in weak operating performance, such
that Socotec generated consistently negative FOCF, or adjusted
debt-to-EBITDA increased to and was sustained above 8x.

"We could revise the outlook to stable if Socotec showed improved
profitability as a result of declining restructuring costs and
consistently positive operating performance, and sustained leverage
below 8x."




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G E R M A N Y
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[*] GERMANY: Corporate Insolvencies to Increase for First Time
--------------------------------------------------------------
Kristie Pladson at Bloomberg News reports that the number of German
corporations going insolvent is expected to rise for the first time
since the 2009 economic crisis.

According to Bloomberg, in the latest sign that Europe's biggest
economy could be on the verge of recession, German credit rating
agency Creditreform says the trend for company closures is hitting
a turning point.

The rate of corporate insolvencies sank by just 0.4% in the first
half of the year -- 9,900 corporations have already become
insolvent -- and a total of 20,000 are expected by the end of 2019,
Bloomberg discloses.

Creditreform said insolvencies among manufacturing and services
companies -- excluding construction and trading businesses -- have
already risen in 2019, Bloomberg relates.  That's also been felt in
the nation's labor market, where insolvency-related job losses have
increased 11.1% in 2019, Bloomberg notes.




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I R E L A N D
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CORDATUS LOAN XV: Moody's Gives (P)Ba3 Rating on Class E Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by CVC Cordatus
Loan Fund XV Designated Activity Company:

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

EUR246,000,000 Class A Senior Secured Floating Rate Notes due 2032,
Assigned (P)Aaa (sf)

EUR22,500,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR18,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Assigned (P)Aa2 (sf)

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

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Assigned (P)Baa3 (sf)

EUR22,500,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Assigned (P)Ba3 (sf)

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

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

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 75% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the six month ramp-up period in compliance with the
portfolio guidelines.

CVC Credit Partners European CLO Management LLP will manage the
CLO. It will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
roughly four and a half year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit impaired obligations or credit improved
obligations, and are subject to certain restrictions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by 12.5% or EUR 250,000 over the first 8
payment dates starting on the 2nd payment date.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR 36,855,000 of Class M-1 Subordinated Notes
and EUR 1,000,000 of Class M-2 Subordinated Notes, both of which
will not be rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR 400,000,000

Diversity Score: 45

Weighted Average Rating Factor (WARF): 2840

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 43.25%

Weighted Average Life (WAL): 8.5 years

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


CVC CORDATUS XV: Fitch Assigns B-(EXP) Rating on Class F Debt
-------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XV DAC expected
ratings. The assignment of final ratings is contingent on the
receipt of final documents conforming to information already
reviewed.

CVC Cordatus Loan Fund XV DAC is a securitisation of mainly senior
secured loans (at least 90%) with a component of senior unsecured,
mezzanine, and second-lien loans. A total expected note issuance of
EUR408.36 million will be used to fund a portfolio with a target
par of EUR400 million. The portfolio will be managed by CVC Credit
Partners European CLO Management LLP. The CLO envisages a 4.5-year
reinvestment period and an 8.5-year weighted average life (WAL).

CVC Cordatus Loan Fund XV DAC

Class A;            LT AAA(EXP)sf Expected Rating
Class B-1;          LT AA(EXP)sf  Expected Rating
Class B-2;          LT AA(EXP)sf  Expected Rating
Class C;            LT A(EXP)sf   Expected Rating
Class D;            LT BBB-(EXP)sf Expected Rating
Class E;            LT BB-(EXP)sf Expected Rating
Class F;            LT B-(EXP)sf  Expected Rating
Subordinated notes; LT NR(EXP)sf  Expected Rating
Class X;            LT AAA(EXP)sf Expected Rating

KEY RATING DRIVERS

'B/B-' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'/'B-'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 33.4.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 65.5%.

Diversified Asset Portfolio

The transaction will feature different Fitch matrices with
different allowances for exposure to both the 10-largest obligors
and fixed-rate assets. The manager will be able to interpolate
between these matrices. The transaction also includes limits on
maximum industry exposure based on Fitch's industry definitions.
The maximum exposure to the three-largest (Fitch-defined)
industries in the portfolio is covenanted at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management

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

Cash Flow Analysis

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

Limited Interest Rate Exposure

Up to 12.5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 4.5% of the target par.
Fitch found that the rated notes can withstand the interest rate
mismatch associated with each scenario.

EUROPEAN RESIDENTIAL 2017-NPL: Moody's Reviews Ba3 on Class C Debt
-------------------------------------------------------------------
Moody's Investors Service placed on review for upgrade the ratings
of four notes in Irish transactions European Residential Loan
Securitisation 2017-NPL1 DAC and European Residential Loan
Securitisation 2018-1 DAC. The rating action reflects higher cash
flows in a shorter time frame than expected, as a result of the
Portfolio Sale, conducted on June 18, 2019.

ERLS 2017-NPL 1 and ERLS 2018-1 are securitization transactions
backed entirely or partially by non-performing loans extended
primarily to borrowers in Ireland. The portfolios are serviced by
Start Mortgages DAC ("Start"; NR) and Pepper Finance Corporation
(Ireland) DAC ("Pepper"; NR). The servicing activities performed by
Start and Pepper are monitored by Hudson Advisors Ireland DAC
("Hudson"; NR).

Issuer: European Residential Loan Securitisation 2017-NPL1 DAC

EUR16.80 million Class B Mortgage Backed Floating Rate Notes due
July 2054, Baa3 (sf) Placed Under Review for Possible Upgrade;
previously on Apr 28, 2017 Definitive Rating Assigned Baa3 (sf)

EUR14.71 million Class C Mortgage Backed Floating Rate Notes due
July 2054, Ba3 (sf) Placed Under Review for Possible Upgrade;
previously on Apr 28, 2017 Definitive Rating Assigned Ba3 (sf)

Issuer: European Residential Loan Securitisation 2018-1 DAC

EUR215.40 million (current outstanding balance EUR 61.8M) Class A
Mortgage Backed Floating Rate Notes due January 2061, A2 (sf)
Placed Under Review for Possible Upgrade; previously on Mar 21,
2018 Definitive Rating Assigned A2 (sf)

EUR18.69 million Class B Mortgage Backed Floating Rate Notes due
January 2061, Ba3 (sf) Placed Under Review for Possible Upgrade;
previously on Mar 21, 2018 Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

The rating action is prompted by higher cash flows in a shorter
time frame than expected as a result of the Portfolio Sale on June
18, 2019.

ERLS 2017-NPL 1 only included NPL loans at closing, however a
significant portion of the pool turned re-performing (33.96% as of
May 2019 as per servicer's classification). Loans corresponding to
an outstanding balance of EUR 110.54 million were sold for this
transaction achieving a price of 83%. As a result EUR 77.38 million
were applied to amortise Class A Notes and EUR 14.38 million were
applied to amortise Class P Notes which Moody's does not rate.

ERLS 2018-1 included performing loans at closing, but the
performing portion increased to 51.8% as of May 2019 as per
servicer's classification. Loans corresponding to an outstanding
balance of EUR 155.15 million were sold for this transaction and
achieved a price of 87%. EUR 116.36 million were applied to
amortise Class A Notes, EUR 15.52 million were credited to the
Portfolio Repurchase Reserve and EUR 3.44 million were applied to
amortise Class P Notes which Moody's does not rate, deleveraging
the transaction significantly.

Moody's expects to receive complete updated loan-by-loan
information for the two transactions in the coming weeks. At that
point Moody's will analyse the cashflows expected from the
remaining loans in the pool, assess if there is any deterioration
in the credit quality of the remaining pools and/or any liquidity
concerns and conclude the review of the transactions.

Principal Methodology

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 or circumstances that could lead to an upgrade of the
ratings include (1) that the recovery process of the defaulted
loans produces significantly higher cash flows in a shorter time
frame than expected and (2) improvements in the credit quality of
the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) significantly less or slower cash flows
generated from the recovery process on the NPLs 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 and
the sale of the properties would generate less cash flows for the
issuer or it would take a longer time to sell the properties, all
these factors could result in a downgrade of the ratings, (2)
deterioration in the credit quality of the transaction
counterparties and (3) increase in sovereign risk.


EUROPEAN RESIDENTIAL 2019-NPL1: DBRS Gives (P)BB Rating on C Notes
------------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the following
classes of notes to be issued by European Residential Loan
Securitization 2019-NPL1 DAC (ERLS 2019-NPL1 DAC or the Issuer):

-- Class A at A (sf)
-- Class B at BBB (high) (sf)
-- Class C at BB (sf)

The Class P and Class D notes are unrated and are retained by the
sellers. The rating on the Class A notes addresses timely payment
of interest and ultimate payment of principal. The ratings on the
Class B and Class C notes address the ultimate payment of interest
and ultimate payment of principal. The transaction benefits from an
amortizing Class A reserve fund and a separate non-amortizing Class
B reserve fund and Class C reserve fund which provide liquidity
support to the Class A, Class B, and Class C notes (the Rated
Notes), respectively, and provide principal support to the Rated
Notes at maturity, if available.

Proceeds from the issuance of Class A to D notes were used to
purchase non-performing (the majority of the portfolio) Irish
residential mortgage loans with a small proportion of first-charge
performing loans. The mortgage portfolio to be purchased under ERLS
2019-NPL1 comprises part of the portfolio under European
Residential Loan Securitization 2017-NPL1 DAC (ERLS 2017-NPL1) and
the remaining from the part of the portfolios of LSF IX Java
Investments DAC (Java Investments) and of LSF IX Paris Investments
DAC (Paris Investments). Java Investments acquired the legal and
beneficial title of the loans from Investec Bank plc and Nua
Mortgages Limited in September 2014. Paris Investments acquired the
legal and beneficial title of the loans from the Bank of Scotland
(Ireland) Limited (BoSI) in October 2014.

The outstanding balance of the provisional mortgage portfolio is
EUR 458.9 million. Approximately 74.2% of the provisional mortgage
portfolio is in various stages of the arrears/litigation process
and an additional 10.2% is classed as 'real estate-owned'. A small
proportion of about 5.2% is classed as 'performing' and an
additional 10.4% is in the modifications pipeline.

The mortgage loans were originated by BoSI, Start Mortgages DAC
(Start) and Nua Mortgages Limited, and are secured by Irish
residential properties. Servicing of the portfolio will be done by
Start. Hudson Advisors Ireland DAC will be appointed as the Issuer
Administration Consultant and as such will act in an oversight and
monitoring capacity and provide input on asset resolution
strategies.

The credit enhancement available to the Class A notes as a
percentage of the total portfolio is expected to be at 54.5%.
Likewise, the credit enhancement available to the Class B notes is
expected at 46.5% and that for Class C is expected at 40%.

Following the step-up date in June 2022, the margin above one-month
Euribor payable on the Rated Notes is expected to increase. The
Issuer will enter into an interest rate cap agreement with Barclays
Bank Plc. The cap agreement will terminate on 10 July 2023. On the
termination date of the cap agreement, the coupon cap on the notes
will become applicable. The Issuer will pay the interest rate cap
fees in full on the closing date and will receive payments to the
extent one-month Euribor is above 0.5% for the relevant interest
period in return. The Issuer can unwind or sell part of the
interest rate cap at the mark-to-market position provided that the
notional amount of the interest rate cap does not fall below the
outstanding balance of the Rated Notes.

The Issuer may sell part of the portfolio subject to sale
covenants. The sale price must be at least 70% of the aggregate
current balance of the mortgage loans that are subject to a sale.

The Class P notes can receive amounts arising from the unwinding or
sale of the interest rate cap. Consequently, the Class P notes may
amortize before the Rated Notes. Payments made to the Class P notes
are capped at the initial balance of the Class P notes. Following
repayment in full of the Class P notes, any amount otherwise due to
be paid to the Class P notes will be applied as available funds.

Elavon Financial Services DAC (Elavon) will act as the account bank
for this transaction. DBRS privately rates Elavon and has concluded
that it meets DBRS's criteria to act in such capacity. The
transaction documents contain downgrade provisions relating to the
transaction account bank where, if downgraded below BBB (low) (sf),
the Issuer will have to replace the account bank. The downgrade
provision is consistent with DBRS's criteria for the initial rating
of A (sf) assigned to the Class A notes. The interest rate received
on cash held in the account bank is not subject to a floor of 0%,
which can create potential liability for the issuer. DBRS has
assessed potential negative interest rates on the account bank in
its cash flow analysis.

The ratings are based on the following analytical considerations:

-- The transaction capital structure including the form and
sufficiency of available credit enhancement.

-- The credit quality of the mortgage loan portfolio and the
ability of the servicer to perform collection and resolution
activities. DBRS stressed the expected collections from the
mortgage portfolio based on the business and resolution strategies.
The expected collections are used as an input into the cash flow
tool. The mortgage portfolio was analyzed in accordance with DBRS's
"Rating European Non-Performing Loan Securitizations" and "Master
European Residential Mortgage-Backed Securities Rating Methodology
and Jurisdictional Addenda" methodologies.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repays the rated notes according to the terms of
the transaction documents. The transaction cash flows were analyzed
using the expected collections from the mortgage loans. The
transaction structure was analyzed using the Intex DealMaker.

-- The most current sovereign rating of the Republic of Ireland,
which DBRS rates at A(high)/R-1(middle) with a Stable trend as of
the date of this report.

-- The consistency of the transaction's legal structure with
DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions
addressing the assignment of the assets to the Issuer.

Notes: All figures are in Euros unless otherwise noted.


FINANCE IRELAND 1: DBRS Assigns Prov. BB Rating on Class E Notes
----------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the following
notes to be issued by Finance Ireland RMBS No. 1 DAC (the Issuer or
FI RMBS1):

-- Class A Notes rated AAA (sf)
-- Class B Notes rated AA (high) (sf)
-- Class C Notes rated A (high) (sf)
-- Class D Notes rated BBB (sf)
-- Class E Notes rated BB (sf)

The Class X, Class Y, and Class Z Notes are not rated by DBRS.

The rating on the Class A Notes addresses the timely payment of
interest and ultimate payment of principal. The ratings on Class B
to Class E Notes address the timely payment of interest when they
are the most-senior notes and the ultimate payment of principal. An
increased margin on all the rated notes is payable from the step-up
date in June 2022.

The Issuer is a bankruptcy-remote, special-purpose vehicle
incorporated Ireland. The issued notes were used to fund the
purchase of Irish residential mortgage loans originated by Finance
Ireland Credit Solutions DAC and Pepper Finance Corporation DAC.

As of May 31, 2019, the mortgage portfolio consisted of 1,364 loans
with a total portfolio balance of approximately EUR 290.2 million.
The weighted-average (WA) current loan-to-indexed value is 67.6%
with a WA seasoning of 12.4 months. Fixed-rate loans represent
approximately a third of the portfolio, while the notes pay a
floating rate of interest linked to three-month Euribor.

To address this interest rate mismatch, the transaction is
structured with an interest rate swap that swaps 0.08% for
three-month LIBOR. The swap notional will amortize in line with a
pre-defined schedule that aims to match the fixed-rate loans in the
portfolio at such time.

A portion of the loans in the portfolio (11.4%) have been
originated to buy-to-let (BTL) borrowers; the remaining 88.6% were
originated to owner-occupied borrowers. BTL loans are viewed as
riskier given borrowers who find themselves in difficulty are
likely to default on their BTL properties prior to their primary
dwelling. The recovery process associated with BTL loans is,
however, generally less intensive in Ireland compared with
owner-occupied loans; in addition, a BTL property can be placed
into receivership by the administrator.

The Class A Notes will benefit from an amortizing liquidity reserve
fund providing liquidity support for items senior in the waterfall
to payments of interest on the Class A Notes. The liquidity reserve
will have a target amount equal to 1.5% of the outstanding Class A
Notes balance, and any amortized amounts will form part of
available revenue funds.

Credit support for the rated notes is provided by the general
reserve fund. The general reserve will have a target amount equal
to 1.5% of the outstanding balance of Class A to Class E Notes less
the liquidity reserve amount. The general reserve will amortize
with no floor, in line with these notes.

Credit enhancement for the Class A Notes is calculated at 17.0% and
is provided by the subordination of the Class B Notes to the Class
Z Notes and the reserve funds. Credit enhancement for the Class B
Notes is calculated at 11.5% and is provided by the subordination
of the Class C Notes to the Class Z Notes and the reserve funds.
Credit enhancement for the Class C Notes is calculated at 8.5% and
is provided by the subordination of the Class D Notes to the Class
Z Notes and the reserve funds. Credit enhancement for the Class D
Notes is calculated at 5.8% and is provided by the subordination of
the Class E Notes, the Class Z Notes, and the reserve funds. Credit
enhancement for the Class E Notes is calculated at 3.8% and is
provided by the subordination of the Class Z Notes and the reserve
funds.

A key structural feature is the provisioning mechanism in the
transaction that is linked to the status of the arrears of a loan
besides the usual provisioning based on losses. The degree of
provisioning increases with the increase in the number of months in
arrears status of a loan. This is positive for the transaction, as
provisioning based on the status of the arrears traps any excess
spread much earlier for a loan that may ultimately end up in
foreclosure.

Borrower collections are held with The Governor and Company of the
Bank of Ireland (rated A (low) with a Stable trend by DBRS) and are
deposited on the next business day into the Issuer transaction
account held with Elavon Financial Services DAC, U.K. Branch.
DBRS's private rating of the Issuer Account Bank is consistent with
the threshold for the account bank outlined in DBRS's "Legal
Criteria for European Structured Finance Transactions" methodology,
given the ratings assigned to the notes.

The ratings are based on DBRS's review of the following analytical
considerations:

-- Transaction capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
calculated the probability of default (PD), loss given default
(LGD) and expected loss outputs on the mortgage portfolio. The PD,
LGD and expected losses are used as an input into the cash flow
tool. The mortgage portfolio was analyzed in accordance with DBRS's
"Master European Residential Mortgage-Backed Securities Rating
Methodology and Jurisdictional Addenda".

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, and
Class E Notes according to the terms of the transaction documents.
The transaction structure was analyzed using the Intex DealMaker.

-- The sovereign rating of A (high)/R-1 (middle) with Stable
trends (as of the date of this press release) of the Republic of
Ireland.

-- The consistency of the legal structure with DBRS's "Legal
Criteria for European Structured Finance Transactions" methodology
and the presence of legal opinions addressing the assignment of the
assets to the Issuer.

Notes: All figures are in Euros unless otherwise noted.




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

ASR MEDIA: S&P Cuts Loan Facility Rating to 'BB-', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings lowered to 'BB-' from 'BB' its long-term issue
rating on the loan facility issued by ASR Media and Sponsorship
S.r.l. (MediaCo).

ASR Media and Sponsorship S.r.l was established in 2014 as part of
the business reorganization of Italian football club A.S. Roma. As
a result, the activities associated with media, broadcasting, and
monetization of TeamCo's trademarks through sponsorship and
commercial activities were separated from TeamCo's core business of
managing the football club and distributed to MediaCo.

MediaCo initially raised a EUR175 million senior secured
floating-rate loan due 2020 to refinance TeamCo's existing debt and
distribute the remaining proceeds to TeamCo through an intercompany
loan. In June 2017, the outstanding loan -- equal to EUR161.4
million -- was amended and extended. As part of the amendment, the
notional loan amount increased to EUR230 million and the maturity
was extended to 2022.

MediaCo services its loan through TeamCo's media and sponsorship
contract receivables.

S&P said, "The rating action follows our revised view of closer
linkage between MediaCo and the underlying creditworthiness of A.S.
Roma as a group. In our view, MediaCo is dependent on cash flows
generated by TeamCo, which, in turn, are closely linked to the
performance and popularity of A.S. Roma's first team." Equally,
TeamCo is dependent on the cash flows distributed by MediaCo to pay
its operating expenses, mainly players' and management's salaries,
and for general operations. Such an interdependent relationship is
unusual in project finance structures, where issuers are typically
fully delinked from the parent and its operations. As a result, S&P
now more fully reflects MediaCo's exposure to TeamCo's operating
risk by complementing its view on future media and sponsorship cash
flows with our view of TeamCo's underlying creditworthiness.

Although TeamCo's creditworthiness currently constrains the rating
on the debt, S&P thinks MediaCo is sufficiently insulated from the
group to warrant an uplift to the debt ratings from the underlying
credit quality of TeamCo. This is because of meaningful safeguards
that structurally enhance MediaCo's creditors compared to TeamCo's.
These include:

-- Priority claim over a large part of the revenue generated by
the A.S. Roma group. Ahead of its bullet maturity, MediaCo's loan
is serviced directly from TeamCo's media and sponsorship
revenues--close to 70% of group revenues in the financial year
ending June 30, 2019 (FY2019). This arrangement effectively places
MediaCo's creditors in a structurally senior position to the
group's main expenses, including player salaries.

-- Security on the "A.S. Roma" brand and trademarks, which may
support debt repayment if its parent were to enter a financial
distress scenario.

-- Liquidity in the form of a fully funded debt reserve account
equal to EUR16.6 million, together with the requirement to prefund
certain MediaCo accounts ahead of distributions to TeamCo.

STRENGTHS

A.S. Roma has a long track record of participation in Serie A,
Italian football's top division. A.S. Roma is a leading Italian
football club founded in 1927. Since then, it has participated in
all Serie A seasons, with the exception of a one-year relegation to
Serie B at the end of the 1950-1951 season. As long as TeamCo
continues to compete in Serie A, S&P expects that MediaCo will have
access to a moderately stable share of the revenue from the sale of
Serie A's broadcasting rights. Serie A generates the third highest
broadcasting revenue among European domestic football leagues,
behind England and Spain.

The global A.S. Roma brand supports sponsorship revenue and
mitigates short-term contract renewal risk. MediaCo owns the "A.S.
Roma" trademarks, providing creditors with some protection if its
parent were to enter a financial distress scenario. Within Serie A,
A.S. Roma is one of the most popular teams, making the A.S. Roma
brand one of the most recognizable and valuable. The club's current
main sponsors include Qatar Airways Group (not rated), Hyundai
(BBB+/Stable/--), Betway (not rated), and Nike (AA-/Stable/--).
With the exception of technical sponsorship, these contracts tend
to have short-term maturities and may or may not be renewed on
similar terms. Management's focus on increasing the club's value,
combined with the strength of A.S. Roma's brand, mitigates the risk
that such contracts may not be renewed on similar terms. A.S. Roma
succeeding on the field of play would further support this risk
mitigation.

MediaCo has a structurally senior position to the majority of A.S.
Roma's financial and operational expenses, supporting its ability
to generate strong cash flow. Employee wages--the majority of which
are player salaries--represent the bulk of the operating costs in a
football club. In light of the legal and contractual structure in
place, TeamCo pays these using cash flows distributed by MediaCo
after its debt service. MediaCo's creditors therefore rank senior
to TeamCo's creditors and have access to the vast majority of the
revenues originated by TeamCo.

WEAKNESSES

A.S. Roma's on-pitch performance, which MediaCo is unable to
control, exposes MediaCo to cash flow volatility. A significant
portion of MediaCo's revenue entitlement -- in excess of 70% in
FY2019 -- is associated with TeamCo's media rights revenue from
Serie A and UEFA competitions. Such revenue varies depending on
A.S. Roma's on-pitch performance. S&P considers season results to
be inherently unpredictable and, to a significant degree, dependent
on TeamCo's economic resources and investment in players. That
said, Serie A revenue is moderately stable, based on the current
allocation method. Union of European Football Associations (UEFA)
revenue is strictly dependent on A.S. Roma's Serie A ranking in
each season and, thereafter, on its progress in either the UEFA
Champions League or UEFA Europa League. Consequently, this revenue
is highly exposed to on-pitch performance compared to Serie A
revenue. The sustainability of multi-million sponsorship revenue,
which represented about 20% of MediaCo's revenues in FY2019, is
also somewhat dependent on A.S. Roma's on-pitch performance and
especially on the club's international visibility, which it can
improve through successful participation in UEFA competitions.

The rated debt is exposed to substantial refinancing risk. MediaCo
began to partly amortize the loan in line with its terms in the
fourth quarter (Q4) of FY2018. Its pro forma annual debt service
coverage ratios have since been in the range of 5.5x-5.8x, up to Q3
FY2019. Furthermore, S&P anticipates that about 75% of the debt
will remain outstanding on its maturity date (June 2022), exposing
the transaction to significant refinancing risk. Such refinancing
risk is relatively uncommon in project finance transactions.

MediaCo's ability to repay its debt is somewhat correlated to
TeamCo's financial position. MediaCo's structure provides creditor
protection against the risk associated with TeamCo's operating and
financial performance, but it does not eliminate it, in our view.
Specifically, TeamCo's financial health is a pre-condition for the
club to be admitted to the UEFA competitions and maintain its Serie
A license. In addition, S&P thinks investment in players is
critical for the club to remain near the top of its domestic league
on a consistent basis. There is typically a positive correlation
between on-field performance and player investment, salaries, and
net transfer spend. Consequently, S&P thinks MediaCo's broadcasting
revenues and its sponsorship partnerships are somewhat dependent on
TeamCo's financial health.

OUTLOOK

S&P said, "The stable outlook reflects our expectation that A.S.
Roma will continue playing in Italian football's top division,
allowing MediaCo to benefit from sufficient cash flows to service
its debt with coverage of at least 3x and support refinancing needs
on maturity. We also anticipate TeamCo will adjust its relatively
high salary bill from FY2019 to strengthen its operating cash flows
in the coming season, especially since the team has not qualified
for the lucrative UEFA Champions League.

"We could lower the rating if our view of TeamCo's creditworthiness
weakened or if MediaCo's debt service coverage declined. This could
stem from an unexpected change to the rules regarding the
distribution of Serie A media rights, which would increase
revenue's sensitivity to on-pitch performance, or if MediaCo is
unable to renew any of its sponsorship on approximately similar
terms.

"We could raise the rating by one notch if our view of TeamCo's
creditworthiness improved, absent any other adverse developments
affecting MediaCo. This could occur if the A.S. Roma group
generates stronger cash flow, placing less reliance on net player
sales to fund liquidity needs. It could also stem from a
substantial reduction in leverage."

PERFORMANCE UPDATE

A.S. Roma's recent weaker on-field performance has not harmed
MediaCo's Serie A revenue in FY2019, but it will weigh on its UEFA
competition revenue in FY2020. A.S. Roma ranked sixth in the
2018-2019 Serie A season, after finishing no lower than third in
each of the five previous seasons. Despite the weaker on-field
performance and the change in distribution criteria applicable from
2018-2019, S&P expects Serie A broadcasting revenue to remain
broadly stable, at about EUR80 million, corresponding to more than
40% of total MediaCo's total revenue in 2018-2019. This is due to
the increase in value of the associated contracts negotiated by
Lega Nazionale Pro for the three seasons starting 2018-2019.

Despite the exposure to renegotiation risk and future changes in
allocation, we deem the Serie A broadcasting revenue as MediaCo's
most important and stable source of cash to service its debt. For
example, even if A.S. Roma were to finish next season No. 17 out of
20 teams, S&P estimates that its Serie A revenue would only be
about 10% lower than our base-case assumption of about EUR70
million on a sustainable basis. However, UEFA broadcasting revenues
are directly dependent on A.S. Roma's Serie A ranking and,
thereafter, its progress in the Champions League or Europa League.
Therefore, these revenues are significantly less predictable--about
EUR58 million in the 2018-2019 season, compared to about EUR84
million in 2017-2018 and EUR28 million in 2016-2017.

Due to weaker on-field performance last season, A.S. Roma did not
qualify for the UEFA Champions League for the coming season. Its
sixth place finish in Serie A did not initially grant the club
direct access to the UEFA Europa League either, requiring the club
to play in the qualification round during summer 2019. However,
UEFA has banned A.C. Milan from all UEFA competitions after the
club breached its financial fair play break-even obligations. As a
result, A.S. Roma gained entry to the UEFA Europa League, replacing
A.C. Milan, on June 28, 2019. We expect MediaCo to receive a
minimum of EUR12 million from UEFA broadcasting revenue in FY2020.
MediaCo is also entitled to payments depending on games won or
drawn during the group stage, and further payments if A.S. Roma
then progresses through the knockout stages. Due to the intrinsic
uncertainty of, and reliance on, A.S. Roma's performance, S&P does
not include additional UEFA revenues in its cash flow forecasts,
unless certain.

TeamCo's improved commercial efforts support sponsorship revenue
growth, although short-term contracts entail renewal risk. Shirt
partnership accounts for the largest segment of sponsorship
revenues, accounting for about 43% in 2018-2019. Furthermore, the
three-year contract TeamCo signed with Qatar Airways Group (not
rated) in 2018 makes A.S. Roma one of the strongest Italian clubs
in terms of shirt sponsorship revenues, behind A.C. Milan and
Juventus, and in line with F.C. Internazionale.

Top European clubs have recently experienced an increase in shirt
sponsorship revenue, although S&P assumes in its base case that
TeamCo will renew this contract at similar terms. This reflects
both the high competition among clubs to attract sponsors and the
inherent dependency of this source of income on A.S. Roma's
on-field performance. For example, in 2018, TeamCo also signed
contracts with Hyundai and Betway, who sponsor the back of A.S.
Roma's matchday jersey and training jersey, respectively. These
deals coincided with a successful UEFA Champions League campaign,
in which the club reached the semi-final against Liverpool.
Although these contracts support our view of A.S. Roma's brand
strength, S&P also notes that the Italian government passed the
"Dignity Decree" in Q3 2018, banning any gambling or betting
advertisement in Italian sports. Unless the government reverses
this decision, TeamCo will have to terminate its contract with
Betway early, in July 2019, to comply with the legislation.
TeamCo's management is considering options to mitigate the impact
of such termination on MediaCo's revenue. Nevertheless, given the
uncertainties regarding the timing and terms of any new potential
partnership, S&P does not include them in its base case after June
2019.

The availability of sufficient financial resources remains critical
for TeamCo to attract players and deliver strong on-field
performance. During FY2019, TeamCo experienced an increase in
personnel costs while revenue declined, largely driven by weaker
performance in the UEFA Champions League compared with the previous
season. Nevertheless, the sale of some of the club's players ahead
of June 30 allowed TeamCo to fund its immediate liquidity needs.

S&P said, "Based on existing known player contracts, we understand
that some of the cost pressure will begin to ease from next season.
We also expect TeamCo will seek to calibrate new players' salaries
in line with lower revenue in 2019-2020, on account of TeamCo's
failure to qualify for the UEFA Champions League.

"We expect the club's investment strategy will focus on maintaining
a high-quality roster, in line with its ambition and fan
expectations. However, the strength of the group's financial
resources remains critical to attract top quality players. This is
necessary to deliver strong and consistent on-field performance,
which, in turn, increases the group's ability to generate revenues.
Currently, TeamCo's financial leverage on a consolidated basis is
high, in our view, potentially limiting its ability to invest in
top-quality players compared with other clubs. However, we see
American-based Raptor Group, which acquired A.S. Roma in 2011 and
remains the main shareholder, as a strategic investor that may
continue to provide fresh capital to support player investments."


AUTOFLORENCE 1 SRL: DBRS Assigns Prov. B(high) Rating on E Notes
----------------------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings of AA (sf) to the
Class A Notes, A (low) (sf) to the Class B Notes, BBB (sf) to the
Class C Notes, BB (high) (sf) to the Class D Notes, and B (high)
(sf) to the Class E Notes to be issued by AutoFlorence 1 S.r.l.
(the Issuer).

The ratings are provisional and can be finalized upon receipt of an
executed version of the governing transaction documents. To the
extent that the documents and the information provided to DBRS as
of this date differ from the executed version of the governing
transaction documents, DBRS may assign different finalized ratings
to the Class A, Class B, Class C, Class D, and Class E Notes.

The transaction represents the issuance of Class A, Class B, Class
C, Class D, Class E and Class F Notes (together, the Notes) backed
by EUR 500 million of receivables related to auto loan contracts
granted by Findomestic Banca S.p.A. (the Seller) to individuals
residing in Italy. DBRS does not rate the Class F Notes.

The rating on the Class A Notes addresses the timely payment of
interest and ultimate repayment of principal by the legal final
maturity date. The ratings on Class B, Class C, Class D, and Class
E Notes address the ultimate payment of interest and ultimate
repayment of principal by the legal final maturity date, in
accordance with the transaction documentation.

The ratings are based on DBRS's review of the following analytical
considerations:

-- Transaction capital structure, including form and sufficiency
of available credit enhancement.

-- Credit enhancement levels are sufficient to support
DBRS-projected expected cumulative net losses under various stress
scenarios.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested.

-- The Seller's capabilities with regard to originations,
underwriting and servicing, and its financial strength.

-- DBRS conducted an operational risk review of the Seller and
deems it to be an acceptable Servicer.

-- The transaction parties' financial strength with regard to
their respective roles.

-- The credit quality, diversification of the collateral and
historical and projected performance of the Seller's portfolio.

-- The sovereign rating of the Republic of Italy, currently rated
BBB (high) by DBRS.

-- The consistency of the transaction's legal structure with
DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions that
address the true sale of the assets to the Issuer. and
non-consolidation of the Issuer with the Seller.

The transaction structure was analyzed in Intex DealMaker.

Notes: All figures are in Euros unless otherwise noted.

GHIZZONI SPA: July 25 Deadline Set for Expression of Interest
-------------------------------------------------------------
Ghizzoni S.p.A. has been admitted to an extraordinary
administration proceeding (the "Procedure") referred to under
Legislative Decree No. 347/2003, converted into Law No. 39/2004.

Daniele Pecchini has been appointed as Extraordinary Commissioner
to the Company.

The Procedure is still owner of a disputed credit and related legal
dispute (herein after "Res Litigiosa") toward Omissis S.A.
("Defendant" or the "Contractor"), a Greek company.

As a result of a dispute concerning the execution of a Contract
signed between Ghizzoni and Omissis on December 24, 2012, the
Procedure started an international arbitration managed by the ICC
with seat in Athens, concluded on April 27, 2015, with an award
which orders Omissis to pay damages to Ghizzoni.

On May 15, 2015, Omissis, in compliance with the award, paid an
amount of GBP6,796,645.32 to the Procedure.

After several judicial phase, the legal dispute concerning the Res
Litigiosa is now pending before the Athens Court of Appeal, where
Omissis claimed the annulment of the Award, requesting the return
of the Amounts Paid to the Procedure, plus interest (the Greek
interest rate applicable) from May 15-20, 2015 onwards.

This call for expression of interest (the "Call") -- along with the
sale procedure available at the website www.fallcoweb.it/ghizzoni
-- is aimed to transfer the Res Litigiosa to any interested third
party.  With the sale, the Procedure will undertake to transfer
part of the Amounts Paid to the Procedure to the buyer.  In return,
the buyer will accept the risks connected to the Res Litigiosa,
including the risk of a full refund to Omissis of the Amounts Paid
to the Procedure, plus the interests from May 15-20 onwards,
arising out from a future potential unfavorable judgment (the
"Unfavorable Judgment"), which could order the buyer/Procedure to
pay back the whole Amount Paid to the Procedure plus interest and
costs from May 15-20, 2015 onwards.  Such a risk shall be
guaranteed through a guarantee issued by an Italian major bank with
the express commitment that the guarantor shall pay at first demand
and unconditionally to the Procedure EUR6,796,645.32, plus interest
(at the Greek rate) and expenses (legal and stamp duties) from May
15, 2015, onwards.

The Expression of Interest shall be drafted by the offeror (the
"Offeror/s") in the Italian language and must be delivered (via
registered-mail with return receipt) no later than 5:00 p.m. CET,
within the July 25, 2019, in a closed envelope, marked as follows:
"Manifestazione d'interesse per l'acquisto di Res Litigiosa"
addressed to "Dott. Daniele Pecchini, Commissario Straordinario
della Ghizzoni S.p.A. in A.s.) at the offices of the Notary Public
Alberto Valsecchi, via Fabio Filzi, 33, 20124, Milano (Italy) (the
"Notary Public") and shall include: (i) a clear expression of
interest in purchasing the Res Litigiosa; (ii) name, surname,
telephone and fax number, e-mail (certificated for owner of pec) of
the person appointed to receive all the communication related to
the Sale Procedure; (iii) Signature of the Offeror; (iv) copy of
the deed of grant of powers to the legal representative/special
attorney signing the Expression of Interest and also signing and/or
initialing each of the documents attached to the same.

The following declarations and documents in the Italian language
must be attached to the Expression of Interest (if the documents
are in foreign language, an Italian translation shall be provided):
(a) copy of this Call for Expressions of Interest, signed on each
page and in full at the end of the document, for full and
unconditional acceptance of all of the terms and conditions set out
herein.  In case of legal entities, the document shall be signed
and initialized by a legal representative; (b) for person; (i) a
declaration certifying the existence of the requirement of
honourableness as per art. 26 D. lgs. 1 September 1993, n. 385; (c)
for companies: (i) copy of the deed of incorporation and current
by-laws; (ii) list of the members of the board of directors and of
the board of auditors.  Further terms and conditions and provisions
of the Sale Procedure and the present call are available at the
website www.fallcoweb.it/ghizzoni


TELECOM ITALIA: Moody's Alters Outlook Ba1 CFR to Negative
----------------------------------------------------------
Moody's Investors Service changed to negative from stable the
outlook of Telecom Italia S.p.A., the leading Italian integrated
telecommunications provider. Concurrently, Moody's has affirmed the
company's Ba1 corporate family rating, Ba1-PD probability of
default rating, and the ratings of all debts issued (or guaranteed)
by the company, and all supported debts within its family of
issuers, including the Ba1 senior unsecured ratings and (P)Ba1 MTN
program ratings.

"The change in outlook to negative reflects our expectation that
Telecom Italia will continue to operate in a very competitive
environment and with sustained high leverage, in spite of
management's strong commitment to reduce debt. As a result, we
expect the company's leverage to remain outside the tolerance
levels for its rating category for the next 24 months" says Carlos
Winzer, Moody's Senior Vice President and lead analyst for Telecom
Italia. Moody's estimates that the company's Moodys-adjusted Net
Debt/EBITDA will remain close to 4.0x in 2019 and above 3.5x in
2020.

"This high leverage is partially mitigated by the commitment from
the recently appointed CEO to prioritize deleveraging and our
expectation of gradual improvements in the company's operating
performance as revenue trends could start improving in 2020. In
particular the current discussions taking place to potentially
merge Telecom Italia's fixed network with Open Fiber, the announced
network sharing agreement with Vodafone Group Plc (Baa2, Negative)
and other possible measures to improve Telecom Italia's credit
strength, are certainly positive and reflect management's
determination and execution capabilities" adds Mr. Winzer.

RATINGS RATIONALE

Telecom Italia's Ba1 CFR is weakly positioned in the rating
category, reflecting the company's declining domestic revenues and
EBITDA, as well as its high leverage, with expected Moodys-adjusted
net debt/EBITDA of around 4.0x in 2019 and above 3.5x in 2020.

The current discussions taking place to potentially merge Telecom
Italia's fixed network with Open Fiber, the announced network
sharing agreement with Vodafone Group Plc and other possible
measures to improve Telecom Italia's credit strength, are certainly
positive and reflect management's determination and execution
capabilities. Moody's notes that the potential integration with
Open Fiber would be positive under a competitive perspective
because it would remove the main infrastructure based competitor
and, therefore, it would alleviate pressure on the wholesale
segment. Similarly, the Vodafone Group Plc deal would be positive
as it would generate efficiencies and reduce capex requirements
while accelerating investments required for the 5G deployment.

However, Moody's believes there is execution risk in the
implementation of these plans, and estimates that the deleveraging
effect of these measures may not be enough to bring leverage below
the 3.5x net leverage threshold for the rating category until at
least 2021.

The Ba1 rating continues to reflect Telecom Italia's: (1) scale and
position as the incumbent service provider in Italy, with strong
market shares in both fixed and mobile segments; (2) international
diversification in Brazil; (3) management's financial policy, with
a continued commitment towards deleveraging as a priority and
dividend suspension for common shares; and, (4) strong operating
margins despite of the tough domestic operating environment and
continued focus on cost control.

Counterbalancing these strengths are: (1) high competitive
pressure, driven by Iliad S.A.'s arrival in the Italian market; (2)
expectations of continued revenue declines in 2019; (3) high net
leverage following the hefty price paid in the 2018 5G spectrum
auction; (4) changes in senior management in previous years which
have affected the ability to execute the strategy; and, (5)
continued need for capex investments which have restricted cash
flow and the ability to de-lever.

Moody's considers Telecom Italia's liquidity position to be strong,
based on the company's cash flow generation, available cash
resources and committed credit lines, as well as an extended debt
maturity profile. The company has ample access to liquidity as a
result of (1) its current cash and cash equivalents, and marketable
securities position of around EUR3.2 billion; and (2) its EUR5
billion committed credit facility that expires in January 2023.
These liquidity sources support the company's debt maturities
through and beyond 2021.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects that Telecom Italia's leverage will
remain higher than 3.5x through 2020. The extraordinary measures
announced by management may not be enough to reduce net leverage
within levels commensurate with the current rating category. In
addition, visibility remains low in relation to a possible change
in the currently weak operating performance.

WHAT COULD CHANGE THE RATING UP / DOWN

Negative pressure could be exerted on Telecom Italia's rating in
the event of (1) a material decline in its organic operating
performance relative to Moody's expectations; or (2) a failure to
achieve a deleveraging trajectory, particularly if the company's
net adjusted debt/EBITDA increases above 3.5x on a sustained basis,
with no prospect of improvement.

Conversely, Moody's could consider a rating upgrade if Telecom
Italia's operating performance materially improves and exceeds its
expectations, such that its net adjusted debt/EBITDA remains
comfortably below 3.0x on a sustained basis.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Olivetti Finance N.V.

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Issuer: Telecom Italia Capital S.A.

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Issuer: Telecom Italia Finance, S.A.

BACKED Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Issuer: Telecom Italia S.p.A.

Probability of Default Rating, Affirmed Ba1-PD

Corporate Family Rating, Affirmed Ba1

Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1

Senior Unsecured Bank Credit Facility, Affirmed Ba1

Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed Ba1

BACKED Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Issuer: Olivetti Finance N.V.

Outlook, Changed To Negative From Stable

Issuer: Telecom Italia Capital S.A.

Outlook, Changed To Negative From Stable

Issuer: Telecom Italia Finance, S.A.

Outlook, Changed To Negative From Stable

Issuer: Telecom Italia S.p.A.

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Telecom Italia Group is the leading integrated telecommunications
provider in Italy. The company delivers a full range of services
and products, including telephony, data exchange, interactive
content, and information and communications technology solutions.
In addition, the group is one of the leading telecom companies in
the Brazilian mobile market, operating through its subsidiary TIM
Brasil. Vivendi SA (Baa2, Stable), Cassa Depositi e Prestiti S.p.A.
(Baa3, Stable) and Elliott Management Corporation are the main
shareholders in Telecom Italia, with a 23.9%, 9.9% and 8.8% share
(direct and indirect shareholding), respectively. In 2018, Telecom
Italia reported EUR19.8 billion in revenue and EUR7.8 billion in
its company-adjusted EBITDA.



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

PHM NETHERLANDS: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to PHM Netherlands Midco B.V.,
doing business as Loparex. Moody's also assigned a B2 rating to the
$50 million five-year revolving facility, a B2 rating to the $390
million seven-year term loan, and a Caa2 rating to the $160 million
second lien term loan. The proceeds of the first lien and second
lien term loans and an equity contribution will be used to fund the
acquisition of Loparex International B.V. by Pamplona Capital
Management from another private equity company Intermediate Capital
Group PLC. The outlook is stable. The ratings for Loparex
International B.V. will be withdrawn at close.

Assignments:

Issuer: PHM Netherlands Midco B.V.

  Probability of Default Rating, Assigned B3-PD

  Corporate Family Rating, Assigned B3

  Gtd. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)

  Gtd. Senior Secured 1st Lien Multi Currency Revolving
  Credit Facility, Assigned B2 (LGD3)

  Gtd. Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: PHM Netherlands Midco B.V.

  Outlook, Assigned Stable

RATINGS RATIONALE

The B3 corporate family rating reflects the company's small scale,
weak credit metrics, risks related to the execution of strategic
initiatives, as well as exposure to some cyclical end markets and
customer concentration. Pro forma for the LBO by Pamplona Capital
Management, PHM Netherlands Midco B.V. had debt/EBITDA as adjusted
by Moody's of 7.6 times in the twelve months ended March 31, 2019,
excluding projected earnings growth from announced price increases,
and approximately 6.7x if price increases are included. Current
management, which is expected to stay on after the LBO, has
undertaken a number of strategic initiatives since late 2017 which
should support earnings growth in 2019 and going forward.

Specifically, the company has implemented price increases, has
exited some lower margin business, closed a facility in Thailand
and is moving production to China, while also ramping up volume of
release liner for the hygiene applications at its facility in
India. Although these changes are credit positive, they are still
mostly reflected in pro forma figures and the company needs to
demonstrate growth in EBITDA, cash flow and volumes given an
increase in debt pro forma for the LBO. The rating also reflects
expectations of elevated capital expenditures in 2019 to expand and
upgrade extruders and coaters in India and Europe, as well as
relocate its production to Guangzhou China from Thailand, which
will constrain free cash flow generation after the leveraged buyout
by Pamplona Capital Management. In addition, the company is also
facing competition from integrated producers in mature markets and
is exposed to customer inventory destocking and the economic
slowdown in some of its end markets, such as construction,
automotive and advertising. Approximately a quarter of sales are
generated by products sold to tapes manufacturers used in
electrical, HVAC and construction applications, just under 20% of
sales are generated from release liner for industrial applications,
such as roofing, insulation, automotive and electronics assembly,
and about 20% from products sold for graphic arts applications
(mainly advertising). The company competes in a fragmented market
with some larger and integrated competitors such as Mondi Plc (Baa1
stable) and a division of Mitsubishi and serves customers who are
much bigger in size and have more bargaining power, although the
company has long-term relationships with most of its customers. 3M
Company (A1 stable) is the company's biggest customer, accounting
for approximately 20% of revenue and top 10 customers account for
about 46% of sales.

The company's small scale ($488 million in sales in the twelve
months ended March 31, 2019) is somewhat offset by its geographic,
end market and operational diversity, as well as specialty nature
of some of its products. Loparex currently operates three
manufacturing plants located in the United States, one in Europe,
one in China and one in India. The company generates 70% of revenue
in the Americas, 16% in Europe, and the reminder in India/Asia. The
company benefits from its strong market position in silicone
release liner, and some exposure to high growth sectors such as
pharma (overall medical segment is under 20% of sales) and
composites (4% of sales). Additionally, certain end markets and
applications have stringent technical requirements and approval
processes thereby raising customer switching costs.

Only about 26% of the company's customers are indexed against
material price changes, with about 90 days lag. The company's
margins and working capital could be temporarily impacted by rising
raw material costs for paper, resin silicone and film. Loparex
manufactures many products which are generally disposed of after
use which could result in some environmental damage. The company's
release liners are currently not recyclable because there is no
technological solution to separate the silicone or resin coating
from the paper or film substrate, but the company is focused on
reducing the impact on environment through waste reduction. Only a
small portion of the company's revenue (8%) is related to labels
and therefore has exposure consumer and regulatory concerns about
single-use plastic packaging. Moody's expects there will be an
increasing emphasis on recyclability and, potentially,
manufacturing plastic products from more biodegradable substrates
over time and the company will need to continue to focus on
building quality products and adapting to an evolving regulatory
environment. The company also has no large environmental
liabilities or accruals.

Moody's expects Loparex to have adequate liquidity, reflecting
expectations of modest free cash flow generation over the next
12-18 months and availability under the proposed $50 million
revolving facility due 2024 (upsized from the previous facility).
The revolver is expected to be undrawn at the close of the LBO
transaction. The only financial covenant is a springing first lien
net leverage covenant set at 7.3 times and effective when the
revolver is over 35% drawn. The company is expected to remain in
compliance with this covenant over the next 12 months. First lien
term loan amortization is 1.0% annually and the facility also has
an excess cash flow sweep. Most assets are encumbered by the
secured debt leaving comparatively little alternate liquidity.

The B2 rating on the first lien credit facilities, which include a
$50 million five-year revolving credit facility and a $390 million
seven-year term loan are one notch above the B3 corporate family
rating reflecting their priority position in the capital structure,
which also include a $160 million eight-year second lien term
loan(Caa2). PHM Netherlands Midco B.V., PHM Netherlands Bidco B.V.
and U.S. Bidco are co-borrower under the credit facilities,. The
facilities are guaranteed by PHM Netherlands Holdco 2 B.V. and its
existing and future wholly-owned United States and Dutch restricted
subsidiaries which make up approximately 85% of EBITDA and 90% of
assets.

The stable outlook reflects expectations that completed pricing and
restructuring initiatives will support earnings growth and allow
the company to gradually improve credit metrics through either
earnings growth or debt pay down.

Moody's could upgrade the rating if the company expands its scale,
debt/EBITDA declines below 6 times on a sustained basis,
EBITDA/Interest improves to over 3 times and the company generates
meaningful and consistently positive free cash flow.

Moody's could downgrade the rating if debt/EBITDA remains above 7
times, EBITDA/Interest declines below 1.5 times and free cash flow
is consistently negative.

Dual headquartered in Apeldoorn, Netherlands and Cary, NC, PHM
Netherlands Midco B.V. is a manufacturer of silicone release
liners. The majority of sales (84%) are generated from tapes,
graphic arts, industrial, and medical end markets. Label, hygiene,
and composites end markets account for the rest. The company's raw
materials include paper, resin, silicone and film. PHM Netherlands
Midco B.V. has six manufacturing facilities, three in the United
States (Iowa City, Iowa; Eden, North Carolina, and Hammond,
Wisconsin), one in Apeldoorn Netherlands, one in Guangzhou China,
and one in Silvassa India. Revenue for the twelve months ended
March 31, 2019 was approximately $488 million. PHM Netherlands
Midco B.V. is being acquired by Pamplona Capital Management.



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

CET GOVORA: Ciech Terminates Industrial Steam Delivery Deal
-----------------------------------------------------------
SeeNews reports that Polish chemicals producer Ciech said on June
19 its Romanian unit has received a notice of termination of its
deal with insolvent local heat and electricity producer CET Govora
for the supply of industrial steam.

According to SeeNews, Ciech said in a statement filed with the
Warsaw Stock Exchange on June 17, the reason for termination of the
agreement is the inability of CET to deliver process steam on the
terms specified, which in Cieh Soda Romania's assessment is related
to the accident which occurred in the CET coal mine.  The notice
period is three months, SeeNews notes.

At the same time, in its letter, CET Govora has emphasized its
willingness to continue cooperation with Cieh Soda Romania and
invited it to immediately start talks related to the determination
of the new terms and conditions for the supply of process steam
that will apply after the notice period, SeeNews relates.

In April, Ciech Soda Romania signed a PLN330.6 million (US$86.7
million/EUR77.5 million) agreement with CET Govora for industrial
steam deliveries, SeeNews recounts.  Under the contract, CET Govora
was to deliver steam to Ciech Soda Romania for 21 months until the
end of 2020, SeeNews discloses.

CET Govora, located in Ramnicu Valcea, in southern Romania, has 4
generation units of 50 MW each.  It is insolvent since May 2016,
according to SeeNews.




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

RUSSIAN STANDARD: Moody's Withdraws Caa2 Deposit Ratings
--------------------------------------------------------
Moody's Investors Service withdrawn the following ratings of
Russian Standard Bank:

  - Long-term local- and foreign-currency bank deposit ratings of
Caa2

  - Short-term local- and foreign-currency bank deposit ratings of
Not Prime

  - Long-term local- and foreign-currency Counterparty Risk Ratings
of Caa1

  - Short-term local- and foreign-currency Counterparty Risk
Ratings of Not Prime

  - Long-term Counterparty Risk Assessment of Caa1(cr)

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

  - Baseline credit assessment (BCA) of caa2

  - Adjusted Baseline Credit Assessment of caa2

  - Senior Unsecured MTN Program of (P)Caa2

  - Subordinate MTN Program of (P)Caa3

  - Outlook withdrawn, previously stable

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

RATINGS RATIONALE

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




===============
S L O V E N I A
===============

MERKUR: LCN Capital Acquires 15 Retail Centers for EUR100 Million
-----------------------------------------------------------------
SeeNews reports that US investment firm LCN Capital Partners has
acquired 15 of overall 23 retail centers of Slovenia's leading DIY
chain Merkur for EUR100 million (US$113 million).

According to SeeNews, news portal Siol.net reported on July 10,
quoting unnamed sources, that the seller is another US investment
firm -- HPS Investment Partners, which back in July 2017 bought
Merkur Trgovina, the retail unit of insolvent home products and
appliances group Merkur, for EUR28.56 million.

New York-headquartered LCN Capital Partners bought 15 Merkur retail
centres located in Ljubljana, Maribor, Celje, Koper, Velenje and
other cities, SeeNews relays, citing Siol.net.

The media outlet also reported that HPS Investment has been
considering in the past months the sale of Merkur Trgovina, SeeNews
notes.

Merkur went into bankruptcy in November 2014, following which its
activities were separated into two new firms -- the retail unit
Merkur Trgovina and Merkur Nepremicnine, which is in charge of real
estate assets, SeeNews recounts.




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

BBVA CONSUMO 10: S&P Assigns B Rating on EUR82MM Class C Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to BBVA Consumo 10
Fondo De Titulizacion's (BBVA CONSUMO 10) class A, B, and C notes.
At closing, BBVA CONSUMO 10 also issued unrated class D, E, and Z
notes.

The transaction securitizes a portfolio of Spanish consumer loans
that Banco Bilbao Vizcaya Argentaria S.A. (BBVA) originated. The
issuer used 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 for the first 18 months since
closing during 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 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 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
ratings."

  Ratings List

  BBVA Consumo 10 Fondo De Titulizacion

  Class   Rating     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.




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

DOGUS HOLDING: Moody's Withdraws Caa1 CFR for Business Reasons
--------------------------------------------------------------
Moody's Investors Service withdrawn the Caa1 corporate family
rating and Caa1-PD probability of default rating of Dogus Holding
A.S. Dogus had a stable outlook.

RATINGS RATIONALE

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

LIST OF AFFECTED RATINGS

Withdrawals:

Issuer: Dogus Holding A.S.

Probability of Default Rating, Withdrawn , previously rated
Caa1-PD

Corporate Family Rating, Withdrawn , previously rated Caa1

Outlook Actions:

Issuer: Dogus Holding A.S.

Outlook, Changed To Rating Withdrawn From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Investment
Holding Companies and Conglomerates published in July 2018.
COMPANY PROFILE

Headquartered in Istanbul, Turkey, Dogus Holding A.S. is an
investment holding company owned by the Sahenk family. It comprises
more than 300 companies, which are active in seven sectors:
automotive, construction, media, tourism & services, real estate,
food & entertainment and energy. The company's main activities are
tied to the Turkish economy, but the company is aiming to create
regional leaders in their respective industries. As of December 31,
2018, Dogus Holding reported consolidated assets of TRY39.6 billion
and revenue of TRY19.3 billion.




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

ARCADIA GROUP: Lines Up Vans to Fill Oxford Street Site
-------------------------------------------------------
Joanna Bourke at Evening Standard reports that Sir Philip Green's
struggling Arcadia fashion empire has lined up American skater
shoes brand Vans to fill the prime Oxford Street site which was
occupied by its Miss Selfridge brand.

Arcadia, which last month secured a restructuring deal to close
stores and cut rents, has agreed to lease the space next to its
Topshop flagship to Vans, Evening Standard relates.

According to Evening Standard, Miss Selfridge has opened a
concession in Topshop's basement. Arcadia, which was advised by
property agent Savills, is the landlord of the building.

Vans, famous for its chequerboard slip-on shoes, will open the new
branch at the former Miss Selfridge site before the end of the
year, Evening Standard discloses.

           About Arcadia Group

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.  

In June 2019, Arcadia's creditors approved a Company Voluntary
Arrangement (CVA).  The company's landlords agreed to rent cuts, 23
store closures and 520 job losses.


BRITISH STEEL: Greybull Lines Up Talks with Two Units' Managers
---------------------------------------------------------------
Michael Pooler at The Financial Times reports that fears over a
break-up of British Steel have grown after the investment firm
criticized over its collapse, Greybull Capital, lined up talks with
managers from two of the company's smaller factories it wants to
snap up.

A buyer is being sought to rescue the UK's second-largest
steelmaker, which fell into insolvency in May following the
rejection of its request for a second state bailout, the FT notes.

According to the FT, the official receiver in charge of the
liquidation process, David Chapman, will decide British Steel's
fate and has received a number of offers both for the whole
business and parts of it.

Trade unions and the government want it to be sold as a single
going concern in order to safeguard employment and production, the
FT says.

Bidders include Greybull, the buyout group under whose ownership
the metal manufacturer failed, the FT states.

It hopes to regain control of a number of British Steel rolling
mills in England and continental Europe, according to a person
aware of its dealings, the FT notes.

The primary steelmaking facilities at the giant Scunthorpe plant,
where most of the 5,000-strong workforce is based, are regarded as
less attractive for buyers, according to the FT.

A meeting is set to take place this week between Greybull and
managers from two British Steel facilities in the north-east with
the purpose of examining how the businesses at those sites could
trade as standalone entities, the FT relays, citing people briefed
on the matter.

It was brokered by EY, the accountancy firm hired to assist the
official receiver, suggesting that a sale of the company not in its
entirety is being considered, the FT discloses.

                      About British Steel

British Steel Limited is a long steel products business founded in
2016 with assets acquired from Tata Steel Europe by Greybull
Capital.  The primary steel production site is Scunthorpe
Steelworks, with rolling facilities at Skinningrove Steelworks,
Teesside and Hayange, France.

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

British Steel was placed in compulsory liquidation on May 22, 2019.
The liquidation came after the Company failed to obtain an
emergency state loan of about GBP30 million.

The Government's Official Receiver has taken control of the company
as part of the liquidation process. Accountancy firm EY has been
named Special Manager in the case, and will be assisting the
Receiver.

The Company will be trading normally as its search for a buyer is
ongoing.


CASTELL PLC 2017-1: DBRS Raises Class F Notes Rating to BB
----------------------------------------------------------
DBRS Ratings Limited took the following rating actions on the bonds
issued by Castell 2017-1 PLC (the Issuer):

-- Class A Notes confirmed at AAA (sf)

-- Class B Notes confirmed at AAA (sf)

-- Class C Notes upgraded to AA (low) (sf) from
     A (low) (sf)

-- Class D Notes upgraded to A (low) (sf) from BBB (sf)

-- Class E Notes upgraded to BBB (low) (sf) from
    BB (high) (sf)

-- Class F Notes upgraded to BB (sf) from
    BB (low) (sf)

The ratings address the timely payment of interest and ultimate
payment of principal on or before the legal final maturity date.

The rating actions follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults and
losses.

-- Portfolio default rate (PD), loss given default (LGD) and
expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels.

The Issuer is a securitization of UK second-lien mortgage loans
originated by Optimum Credit Limited (Optimum Credit).

PORTFOLIO PERFORMANCE

As of April 2019, loans that were two to three months in arrears
represented 0.3% of the outstanding portfolio balance, down from
0.4% in April 2018. Over the same time frame, the 90+ delinquency
ratio increased to 1.4% from 1.0%. As of April 2019, the cumulative
loss ratio was zero.

PORTFOLIO ASSUMPTIONS

DBRS conducted a loan-by-loan analysis of the remaining pool of
receivables and has updated its base case PD and LGD assumptions to
10.83% and 28.57%, respectively.

CREDIT ENHANCEMENT

As of the April 2019 payment date, credit enhancement to the Class
A Notes was 47.3%, up from 25.5% at the DBRS initial rating. Credit
enhancement to the Class B Notes was 37.8%, up from 20.5% at the
DBRS initial rating. Credit enhancement to the Class C Notes was
26.5%, up from 14.5% at the DBRS initial rating. Credit enhancement
to the Class D Notes was 18.0%, up from 10.0% at the DBRS initial
rating. Credit enhancement to the Class E Notes was 10.9%, up from
6.3% at the DBRS initial rating. Credit enhancement to the Class F
Notes was 4.7%, up from 3.0% at the DBRS initial rating.

Credit enhancement to the rated notes is provided by the
subordination of junior classes, excluding the Class X Notes, which
are repaid through the available excess spread, and a General
Reserve Fund.

The transaction benefits from a General Reserve Fund of GBP 5.1
million and a Liquidity Reserve Fund of GBP 1.4 million. The
General Reserve Fund covers senior fees as well as interest and
principal (via the principal deficiency ledgers) on the rated
notes. The Liquidity Reserve Fund covers senior fees and interest
on the Class A Notes and Class B Notes.

Citibank N.A., London Branch acts as the account bank for the
transaction. Based on the DBRS private rating of Citibank N.A.,
London Branch, the downgrade provisions outlined in the transaction
documents, and other mitigating factors inherent in the transaction
structure, DBRS considers the risk arising from the exposure to the
account bank to be consistent with the rating assigned to the
notes, as described in DBRS's "Legal Criteria for European
Structured Finance Transactions" methodology.

NatWest Markets Plc acts as the swap counterparty for the
transaction. DBRS's public Long-Term Critical Obligations Rating of
NatWest Markets Plc at 'A' is above the First Rating Threshold as
described in DBRS's "Derivative Criteria for European Structured
Finance Transactions" methodology.

The transaction structure was analyzed in Intex DealMaker.

Notes: All figures are in British pound sterling unless otherwise
noted.


COLD FINANCE: S&P Assigns BB Rating on GBP34.6MM Class E Notes
--------------------------------------------------------------
S&P Global Ratings assigned ratings to Cold Finance PLC's class A,
B, C, D, and E notes.

Cold Finance is a commercial mortgage-backed securities (CMBS)
transaction backed by a loan on a portfolio of 14
temperature-controlled warehouse properties located throughout the
U.K.

To satisfy U.S. risk-retention requirements, an additional amount
of unrated class R notes, corresponding to not less than 5.0% of
each class of notes' fair value at closing (determined using a fair
value measurement framework under U.S. generally accepted
accounting principles), were issued and will be retained by the
transaction sponsor, Lineage UK Intermediate Holdings Ltd.

The issuer will on-lend the note proceeds to the borrowers (Wisbech
Propco Ltd., Real Estate Gloucester Ltd., Harley International
Properties Ltd., and Yearsley Group Ltd.) through an
issuer/borrower loan. The borrowers will mainly apply the proceeds
of this loan toward the prepayment of a bridge loan, provided by
Goldman Sachs, for the acquisition of U.K.-based Yearsley Group and
the refinancing of the Gloucester and Wisbech properties.

Payments due under the issuer/borrower loan primarily fund the
issuer's interest and principal payments due under the notes. The
issuer borrower/loan is secured on a portfolio of 14
temperature-controlled warehouse facilities located throughout the
U.K.

The borrowers are indirectly owned (through wholly owned
intermediate holding companies) by Lineage Logistics Holdings LLC,
a specialist cold storage operator, which in turn is backed by
U.S.-based sponsor Bay Grove Capital.

The properties' current market value is GBP412.1 million, which
equates to a loan-to-value (LTV) ratio of 65.2% (based on rated
notes) and 68.6% for the full loan (including the class R retention
piece).

The issuer/borrower loan provides for cash trap mechanisms set at
76.1% for the LTV ratio, or minimum debt yields set at 9.6%. The
loan has an initial term of three years with two one-year extension
options available subject to the satisfaction of certain
conditions. The amortization schedule for the loan includes 1.0% of
principal in year two. In year three to five, if the debt yield is
above 10.7%, it will include another 1.0% each year; otherwise, if
the debt yield is below or equal to 10.7%, the loan will amortize
by 2.0%.

S&P's ratings address Cold Finance's ability to meet timely
interest payments and principal repayment no later than the legal
final maturity in August 2029. Should there be insufficient funds
on any note payment date to make timely interest payments on the
notes (except for the then-most-senior class of notes), the
interest will not be due but will be deferred to the next interest
payment date. The deferred interest amount will accrue interest at
the same rate as the respective class of notes.

  Ratings List

  Cold Finance PLC

  Class  Rating      Amount
                   (mil. GBP)
  A      AAA (sf)   122.0
  B      AA- (sf)    40.0
  C      A- (sf)     36.0
  D      BBB- (sf)   36.0
  E      BB (sf)     34.6
  R      NR          14.2

  NR--Not rated.


INEOS ENTERPRISES: Moody's Assigns Ba3 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
and a Ba3-PD probability of default rating to INEOS Enterprises
Holdings Limited. Concurrently, Moody's assigned Ba3 ratings to the
EUR350 million (or its US dollar equivalent) senior secured term
loan A due 2024 and EUR525 million senior secured term loan B due
2026 to be borrowed by INEOS Enterprises Holdings II Limited, as
well as to the US dollar-denominated EUR525 million equivalent
senior secured term loan B due 2026 to be borrowed by INEOS
Enterprises Holdings US Finco LLC. The outlook on all ratings is
stable.

The new ratings were assigned in the context of INEOS Enterprises's
proposed refinancing that seeks to establish a long term capital
structure for the group and finance the $1.1 billion acquisition of
Ashland LLC (Ba2 stable)'s composites and BDO businesses. INEOS
Enterprises's capital structure will include (i) shareholder loans
of approximately EUR536 million (treated as 100% equity under
Hybrid Equity Credit, Cross-Sector Rating Methodology), (ii) senior
secured credit facilities in an aggregate amount of EUR1.4 billion
and (iii) a EUR300 million securitisation facility with a three
year rolling tenor (expected to be undrawn at close of the
transaction).

RATINGS RATIONALE

The Ba3 corporate family rating (CFR) reflects the robust business
profile of INEOS Enterprises, which despite the moderate scale of
its overall revenue base, benefits from leading positions in many
of the markets, in which it operates, and a high degree of product
and end-market diversification. INEOS Enterprises also exhibits a
balanced geographical profile in terms of manufacturing assets and
sales that are evenly spread between the EMEA region and the
Americas, albeit with a limited presence in the fast growing Asia
Pacific region.

The $700 million acquisition of the Ashtabula plant from Tronox
Limited (B1 positive) completed in April 2019, positions INEOS
Enterprises as North America's second largest producer of titanium
dioxide (TiO2) and derivatives with a 14% share of nameplate
capacity. The group will inherit a portfolio of unique, IP
protected and cost advantaged TiO2 grades, which account for the
bulk of Ashtabula's production, and command pricing premia relative
to market benchmark prices.

While the majority of the volumes and revenues generated by the
composites business acquired from Ashland is accounted for by low
margin unsaturated polyester resins (UPR), the deal will also give
INEOS Enterprises a portfolio of highly customised, patented epoxy
vinyl ester resin (VER) and Gelcoat products. Accounting for about
a third of the division's revenues and half of its EBITDA, these
products are sold under well-established brands and yield robust
EBITDA margins. In addition, INEOS Enterprises will hold leading
market positions in North America and Western Europe for a range of
more commodity-like products, such as oxygenated solvents,
butanediol and various other chemical intermediates.

Moody's notes that the group's competitive position is underpinned
by a well invested manufacturing asset base, as well as various
proprietary technologies and processes. Several businesses
including TiO2, composites and sulphur dioxide benefit from
intellectual property protection and access to cost advantaged
feedstocks.

In addition, INEOS Enterprises will enjoy a stable and well
diversified customer base across its different businesses, as
evidenced by the long standing relationships established with many
of its key customers and high retention rates. Its top ten
customers account for 15% of total revenues, with the two largest
each representing about 4% of group revenues.

Moody's notes that the group's overall operating profitability is
relatively modest, albeit more diversified, compared to other
chemical producers with a revenue base of similar scale. On a
pro-forma basis, INEOS Enterprises reported an average EBITDA
margin of 13% in the period 2016-2018. Setting aside the effect of
temporary price spikes caused by supply disruptions in markets such
as oxygenated solvents and purified isophthalic acid, Moody's
estimates that approximately 60% of the group sales yield EBITDA
margins in mid to high single digits.

However, Moody's expects that the group's underlying profitability
will benefit in coming years from synergies arising in areas such
as feedstock procurement from the integration of the recent and
pending acquisitions within the INEOS group, as well as fixed cost
savings. The fixed cost savings target set out to be attained by
2023 looks achievable given INEOS's strong operating efficiency
track-record.

While some of INEOS Enterprises's key products such as TiO2 and
butanediol have, in the past, been affected by market imbalances
resulting from significant oversupply, its main markets are
expected to see limited capacity additions in the near to medium
term. Together with the ability the group demonstrated in recent
years, to pass raw material cost increases to customers, this
should help underpin its unit contribution margins and overall
EBITDA generation. It remains that any softening in product demand
resulting from weaker economic conditions may create market
imbalances leading to downward margin pressures.

In this context, Moody's considers that the portfolio effect
afforded by the diversified business profile of INEOS Enterprises
should underpin the resilience of its EBITDA and operating cash
flow generation. Combined with relatively low capital expenditure
requirements reflecting the group's well maintained asset base and
a modest expected dividend pay-out of EUR25 million p.a., Moody's
expects that the group will consistently generate positive free
cash flow (FCF) in coming years, under a range of scenarios.

While Moody's estimates that adjusted total debt to EBITDA will be
close to 4.5x at year-end 2019, on a pro-forma full year basis, it
expects that post closing INEOS Enterprises will take the
opportunity to use any excess cash to cut debt. This should enable
it to reduce debt over time in line with its medium-term target of
keeping unadjusted leverage below 3.0x through the cycle.

LIQUIDITY

INEOS Enterprises's liquidity position is adequate. Moody's
estimates that immediately post closing of the transaction, the
group will have cash balances of around EUR125 million. In
addition, it will have access to a EUR300 million securitisation
facility collateralised by trade receivables that will be fully
undrawn and have a tenor of three years on a rolling basis.

Looking ahead, Moody's expects the group to generate sufficient FCF
to meet scheduled term loan amortisations. The EUR350 million TLA
will amortise at a rate of 15% p.a., while the US dollar tranche of
TLB in an amount equivalent to EUR525 million will amortise at a
rate of 1% p.a.

The new senior secured term loans are covenant-lite, with the
exception of a net total leverage covenant which only applies to
TLA and for which Moody's expects INEOS Enterprises to maintain
comfortable headroom.

STRUCTURAL CONSIDERATIONS

The Ba3 ratings assigned to the TLA and TLB of INEOS Enterprises
Holdings II Limited and INEOS Enterprises Holdings US Finco LLC
reflects the fact that both loans are senior secured obligations of
the borrowers, rank pari passu with each other and benefit, to the
extent legally possible, from the same first ranking guarantees
from all material subsidiaries representing at least 85% of the
restricted group's consolidated EBITDA and assets.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that following its
recent acquisitions, INEOS Enterprises will use its free cash flow
after capex and dividends (FCF) to cut debt and bring adjusted
total and net debt to EBITDA close to 4x and 3.5x respectively by
year-end 2020.

WHAT COULD CHANGE THE RATING UP

While unlikely at this juncture, positive pressure on the rating
may arise over time should INEOS Enterprises demonstrate the
ability to sustain an EBITDA margin in the mid-to high teens and
reduce debt permanently so that Moody's adjusted total debt to
EBITDA does not exceed 3.0x and FCF to total debt remains above 10%
at any time through the cycle.

WHAT COULD CHANGE THE RATING DOWN

Conversely, the ratings could come under downward pressure, should
INEOS Enterprises' operating results fall short of its expectations
and FCF generation materially decline, preventing the group from
keeping Moody's adjusted total debt to EBITDA not materially higher
than 4x through the cycle.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

Headquartered in the UK, INEOS Enterprises is a leading producer of
intermediary chemicals with strong manufacturing platforms in
Europe and North America, operating fourteen sites in each of the
two regions. On a full year pro-forma basis, INEOS Enterprises
reported EBITDA of EUR333 million on revenues of EUR2.4 billion in
2018.


INEOS ENTERPRISES: S&P Assigns Prelim 'BB' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings said assigned a preliminary 'BB' issuer credit
rating to INEOS Enterprises Holdings and 'BB' issue rating to the
proposed term loan B due 2026. The recovery rating of '3' implies
recovery prospects of 50%-70% (rounded estimate: 60%).

S&P bases its preliminary 'BB' long-term issuer credit rating on
INEOS Enterprises Holdings Ltd., a specialty and commodity chemical
producer headquartered in the U.K, on its leading market positions
in several end markets and the depth and breadth of its product
offerings.

S&P said, "The company's new long-term capital structure comprises
a five-year EUR350 million unrated senior secured term loan A and a
seven-year EUR1,050 million senior secured dual currency term loan
B to which we have assigned a preliminary 'BB' rating. The term
loan B tranches will be issued by two intermediate holding and
finance subsidiaries: INEOS Enterprises Holdings II Ltd. (euro) and
INEOS Enterprises Holdings US FinCo LLC. (U.S. dollar). The '3'
preliminary recovery rating indicates that we expect meaningful
recovery (50%-70%; rounded estimate: 60%) in the event of a payment
default.

"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the
transaction. The preliminary ratings should therefore not be
construed as evidence of the final ratings. If we do not receive
the final documentation within a reasonable time, or if the final
documentation and terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings." Potential changes include, but are not limited
to, utilization of the proceeds, maturity, size, and conditions of
the facilities, financial and other covenants, security, and
ranking.

Completing the acquisition of Ashland Global's composites business
will make INEOS Enterprises a diversified producer of commodity and
specialty chemical products. Its revenues, pro forma the
acquisition, will be about EUR2.5 billion in 2019. Of this, 51%
stems from Europe, 42% from the Americas (primarily the U.S.), and
7% from Asia.

This is the latest in a string of acquisitions by INEOS
Enterprises. The company also acquired Flint Hills Resources'
chemical intermediates business in November 2018 and the Ashtabula
titanium dioxide complex from Tronox in April 2019.

INEOS Enterprises has a strong track record in integrating
acquisitions. These latest acquisitions will make it:

-- The second-largest producer of titanium dioxide and derivatives
in North America (with an estimated 14% market share in 2018);

-- The largest producer of VER (vinyl esther resin) and Gelcoat
globally;

-- The largest producer of isopropyl alcohol (IPA) in Europe (with
a 37% market share); and

-- The second-largest producer of trimellitic Anhydridelamine
(TMA) globally (25% market share).

The company is expected to have a diversified product offering,
with a sizable range of high-grade products within its titanium
dioxide and solvents segments, and a moderate range of specialty
chemicals and intermediate products.

The pigments division (39% of pro forma 2019 EBITDA) manufactures
titanium dioxide and derivatives that are mainly used as pigments.
Applications of titanium dioxide include paints and varnishes as
well as paper and plastics, which account for about 80% of the
world's titanium dioxide consumption. The solvents division (21% of
2019 pro forma EBITDA) produces: butanediol (BDO), isopropyl
alcohol, secondary butyl alcohol (SBA), and methyl ethyl ketone
(MEK), all primarily used in paints and coatings and in the
pharmaceutical industry.

The chemicals produced by the composites division (27% of 2019 pro
forma EBITDA) can be found in a wide range of end-use products,
from recreational boats to tub and shower surrounds, counter tops,
window lineals, and doors. The chemical intermediates division (13%
of 2019 pro forma EBITDA) encompasses products used in the
production of engineered polymers (including common plastics) and
polyurethanes, and as specialty process solvents in a wide array of
applications, including electronics and pharmaceuticals.

Although INEOS Enterprises' products will be serving a variety of
industries and sectors, S&P views the business as somewhat exposed
to cyclical end-markets, such as construction, painting, and
coatings. Its large-scale, high-quality assets across Europe, North
America, and Asia, combined with its competitive cost position, are
a strength for the business. The company benefits from an
integrated and centralized model, a long-term contract sourcing
strategy for key raw materials, and has potential for some
synergies across the divisions.

S&P said, "We estimate that EBITDA margins will trend toward
14%-15% over the next two years, which will make its profitability
average, relative to other global commodity chemicals producer. Our
assessment also reflects a more-balanced exposure between titanium
dioxide, composite products, intermediates, and solvents. In the
long term, we expect margins to reflect the cyclical nature of the
industry and end-markets.

"We consider that commodity type products, like titanium dioxide,
will remain sensitive to supply and demand patterns, potential
temporary disruptions, and high pricing competition. That said,
INEOS Enterprises' diversified business may be more resilient than
less-diversified producers, which are more reliant on titanium
dioxide. In our view, product diversification can reduce the impact
of cyclicality in any single product.

"We project INEOS Enterprises will report S&P Global
Ratings-adjusted EBITDA of EUR340 million-EUR360 million in 2019
(pro forma the transaction) and EUR360 million-EUR390 million in
2020. The company will also generate continued strong positive cash
flows of about EUR100 million per year over this period. This
primarily reflects the company's ability to generate strong
earnings, its significant fixed costs savings, and its relatively
low capital expenditure (capex) requirements.

"We estimate that INEOS Enterprises' aggregate adjusted debt will
be about EUR1,350 million when the transaction closes over the
third quarter of 2019, which translates into an adjusted
debt-to-EBITDA leverage ratio of about 4.0x in 2019 and 3.5x in
2020. Total adjusted debt in 2019 will include senior secured debt
for an aggregate of EUR1,400 million, EUR80 million of underfunded
pensions after tax, EUR50 million of capitalized operating leases,
and about EUR115 million of unrestricted cash which we deduct from
gross debt. Our adjustments to EBITDA in 2019 and 2020 include
approximately EUR10 million (added back) in relation to operating
leases. The capital structure will also include a securitization
facility of EUR300 million, which is expected to be undrawn at
closing. We consider a contribution from INEOS Enterprises'
shareholders in the form of EUR536 million loan notes with
payment-in-kind (PIK) interest as equity under our noncommon equity
criteria.

"We view INEOS Enterprises as a moderately strategic subsidiary of
the INEOS Ltd. parent group, in line with two other rated entities
within the group: INEOS Styrolution (BB/Stable) and Inovyn
(BB-/Positive). This has no additional impact on our rating on
INEOS Enterprises as its current stand-alone credit profile (SACP)
is 'bb'.

"The stable outlook signifies that we expect INEOS Enterprises to
report adjusted EBITDA of EUR340 million-EUR360 million in 2019 and
EUR360 million-EUR390 million in 2020. We also expect the company
to sustain adjusted debt to EBITDA at about 4.0x in 2019 and at
about 3.5x in 2020. We see this as commensurate with the rating
level. The outlook also factors in our expectation that the company
will manage its growth plans, financial policies, and dividends to
maintain adjusted leverage below 4.0x throughout the cycle.

"We could lower the rating if we see significant underperformance,
an abrupt deterioration in Ti02 demand and prices, or significant
new capacities, leading adjusted debt to EBITDA exceed 4.0x without
clear prospects of recovery. We could also lower the rating if the
company diverged materially from its stated financial policy and
raised substantial amounts of debt to fund growth or dividends."

Rating upside is constrained by INEOS Ltd.'s group credit profile.
Upside potential would therefore arise from an improvement of INEOS
Ltd.'s credit quality. S&P could take a positive rating action on
the company if its saw a reduction in debt and strong cash flow
generation following the successful integration of recent
acquisitions. This could occur if free operating cash flow
increases, based on strong EBITDA growth and sustainable margin
improvement. A key aspect of any potential upgrade would be a
proven track record of resilience to bottom-of-the-cycle conditions
and a commitment to maintain adjusted debt to EBITDA below 3.0x
throughout the cycle.

Formed in 2004, INEOS Enterprises produces commodity and
intermediate chemicals, and has a diverse portfolio of businesses
and products acquired through bolt-on acquisitions. Upon completion
of the acquisition of the composites business of Ashland Global
Holdings Inc., INEOS Enterprises is expected to generate pro forma
annual revenues of about EUR2.5 billion in 2019. The company will
operate through four principal divisions: pigments, composites,
solvents, and chemical intermediates.

INEOS Enterprises is part of the wider chemical producer INEOS Ltd.
group, alongside INEOS Group Holdings S.A. (BB/Stable), INEOS
Styrolution (BB/Stable), and Inovyn (BB-/Positive).


MARKS & SPENCER: Egan-Jones Lowers Senior Unsecured Ratings to BB+
------------------------------------------------------------------
Egan-Jones Ratings Company, on July 1, 2019, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Marks & Spencer Group PLC to BB+ from BBB-.

Marks & Spencer Group plc is a major British multinational retailer
headquartered in Westminster, London that specializes in selling
high-quality clothing, home products, and food products. It is
listed on the London Stock Exchange and is a constituent of the
FTSE 100 Index.

MICRO FOCUS: Fitch Assigns BB LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned Micro Focus International Plc a
first-time Long-Term Issuer Default Rating of 'BB' with a Stable
Outlook. Fitch has also assigned a 'BB' IDR to MA FinanceCo., LLC
and to Seattle Spinco, Inc. and a senior secured debt rating of
'BB+'/'RR1' to their respective first lien credit facilities.
Fitch's actions affect approximately $5.3 billion of committed and
outstanding debt.

Micro Focus has a strong a margin profile that places it at a
similar level to highly rated enterprise software peers. The
company's core product areas represented by the Mature Assets
portfolio have generated EBITDA margins in excess of 45%. However,
following the 2017 acquisition of an underperforming Hewlett
Packard Enterprise (HPE) carve-out that generated EBITDA margins
below 25%, Micro Focus applied the expertise gained over its
well-established history in acquiring underperforming software
providers in order to rapidly improve the profitability profile,
leading to a blended Fitch-calculated EBITDA margin of 41% by
fiscal 2018.

Fitch expects that continued improvements in the operations of the
consolidated entity will drive further margin expansion to 45% by
fiscal 2021, nearing levels generated by top peers Microsoft (AA+)
and Oracle (A), and above the 36% average for rated enterprise
software peers.

Micro Focus has also demonstrated a commitment to its net leverage
target of 2.7x through a history of debt pay down and deleveraging
in a targeted two-year timeframe following an acquisition.
Following the HPE software unit acquisition, management froze
opportunistic shareholder returns and sold attractive assets such
as the SUSE segment, resulting in approximately $200 million of
debt reduction. In addition, management's stabilization of
go-to-market operations and execution on the HPE margin improvement
strategy resulted in additional deleveraging. Fitch expects Micro
Focus to adhere strictly to its stated leverage as large-scale M&A
remains unlikely given the task of integrating the large HPE
carve-out.

While the company's margin profile and financial policies are
supportive of the credit profile, Fitch believes rating upside is
limited given the secular usage trends for software assets
addressed by the company's offerings. The company's product
portfolio primarily addresses mature infrastructure software
assets, which are typically in secular decline. The company's
Mature Assets portfolio addresses enterprise legacy software
investments that face ongoing declines in usage as enterprises
shift incremental compute and storage needs to cloud-based
environments.

Although in decline, Fitch believes legacy software assets will
continue to be used as companies avoid costly replacements that
typically involve significant business interruption risks. Micro
Focus' proven record of maximizing the value of legacy software
investments and leveraging these assets to be integrated with
contemporary platforms and applications ensures a sustainable
source of long-term demand.

However, the inherent secular decline that the company experiences
creates a reliance on acquisitions to maintain or grow revenue
scale, introducing risks of integration challenges and increased
leverage to fund M&A. These risks are partially mitigated given the
company's acquisition history, such as its acquisition of TAG in
2014 and other earlier smaller acquisitions. Micro Focus acquired
$328 million of EBITDA through the acquisitions and drove $166
million in follow on operational improvements.

The ratings are limited by the challenges faced in the HPE
carve-out transaction, where Micro Focus experienced significant
operating underperformance as difficulties with sales execution and
IT systems integration lead to high attrition within the sales
function, resulting in a decrease to revenue guidance of over 400
bps. A rapid response that included accelerated cost reductions,
targeted R&D, increased sales headcount and new executive
management did result in improved topline trends, profitability and
progress towards returning to the company's leverage target.
However, with the integration still ongoing, Fitch believes it is
prudent to monitor the integration for validation of its forecasts
before considering potential ratings upside.

KEY RATING DRIVERS

Strong Margin Expansion Opportunity: The acquisition of a Hewlett
Packard Enterprise (HPE; BBB+/Stable) carve-out provides Micro
Focus International Plc with the opportunity to expand margins at
the historically underperforming unit. Prior to the acquisition,
the HPE unit generated EBITDA margins lower than 25%, well below
typical software peers and below Micro Focus' EBITDA margins, which
ranged 45%-50% in the four-year period prior to the acquisition.

The HPE carve-out was initially dilutive to blended margins.
However, management rapidly executed a cost reduction and synergy
roadmap, despite initial integration challenges. Although Micro
Focus does not break out the HPE unit results, Fitch estimates
margins have already expanded to the mid-30% level. Fitch expects
the sale of the SUSE segment and continued operating improvement in
the HPE unit will result in further consolidated EBITDA margin
expansion to 46% over the forecast horizon from 41% in fiscal
2018.

Recurring Cash Flows: The acquisition of the HPE carve-out results
in a strong recurring revenue profile that provides reduced revenue
volatility and is supportive of the credit profile. Pro forma for
the SUSE disposal, Micro Focus generated approximately 69% of
revenue from recurring sources, consisting primarily of maintenance
contracts and subscription license sales. In addition, revenue
stability is supported by substantial switching costs, given the
mission critical nature and complexity of the legacy infrastructure
software systems addressed by the company's offerings.

Commitment to Net Leverage Target: Micro Focus has demonstrated a
commitment to its net leverage target of 2.5x through a history of
debt pay down and deleveraging in a targeted two-year timeframe
following an acquisition. After the HPE carve-out acquisition,
management publicly reiterated the target, shifting slightly to
2.7x to account for a change in the definition of adjusted EBITDA,
and committed to forego any opportunistic shareholder returns until
the target is achieved.

While operating underperformance and integration challenges related
to the HPE deal initially suggested the two-year deleveraging
timeline would not be achieved, management's successful
stabilization of go to market operations and execution on the
margin improvement strategy resulted in Fitch-calculated net
leverage of 2.9x for fiscal 2018. Fitch forecasts net leverage
decline to 2.7x by fiscal 2019 and remain near the target
throughout the ratings horizon.  

Stabilization of Operating Underperformance: Micro Focus
experienced significant operating underperformance following the
acquisition of the HPE carve-out, due to the complex nature of
integrating both company's structures and processes. This led to
sales execution issues, IT systems challenges and high attrition
within the sales function.

While initial guidance following the transaction pointed to a pro
forma combined revenue decline of 2%-4%, in March 2018 management
further guided down expected revenue declines to 6%-9%, citing the
delays in new IT systems implementations, attrition in sales
personnel and disruption in the acquired customer base due to
deconsolidation from HPE.

Management viewed the issues as transitory and responded with
accelerated cost reductions at the HPE unit, targeted R&D,
increased sales headcount and new executive management. As a
result, topline trends improved with a decline of 4% in second-half
2018, in line with the historical trend line for Micro Focus, and
blended EBITDA margins improved to 41%.

Secular Revenue Pressure: The company's product portfolio primarily
addresses mature infrastructure software assets, which are often in
secular decline. Fitch belives approximately 80% of the combined
entity's product portfolio is faced with ongoing declines in demand
of approximately 5% per annum. Consequently, Micro Focus seeks to
continuously reduce costs in order to sustain margins and cash
flow. Fitch expects low-single digit constant currency revenue
declines on a normalized basis.

Acquisitive Strategy: Micro Focus has pursued a highly acquisitive
strategy in order to build revenue scale, frequently pursuing
transformational, debt-driven M&A opportunities. The company
historically demonstrated a track record of value creation from
M&A. The $2.4 billion acquisition of Attachmate Corporation in 2014
doubled the company's revenue, but was initially dilutive to
margins, reducing EBITDA margins to 37%. Management's cost
reduction efforts led to a 600 bps expansion in margins to 43% by
fiscal 2016.

In aggregate, Micro Focus acquired $324 million of EBITDA through
M&A and drove $166 million in follow-on operational improvements
post transaction. Given the recent challenges with the HPE unit
integration, near-term M&A opportunities are likely on pause. Fitch
believes management's acquisition integration track record provides
confidence that challenges with the acquired HPE unit will continue
to be addressed successfully.

DERIVATION SUMMARY

Micro Focus is well positioned within its product verticals having
demonstrated a strong track record of maximizing the value of
enterprises' legacy software investments, integration of these
systems into contemporary platforms and applications, and allowing
clients to avoid costly rip-and-replace efforts that typically
involve significant business interruption risks. The company is of
significantly smaller scale than enterprise software peers such as
MSFT, IBM, ORCL and HPE, but closer in scale to competitors such as
CA, Inc. and BMC. However, the company has historically
demonstrated a margin profile closely aligned to top peers with
Fitch forecasting a return to EBITDA margins above 45% over the
ratings horizon as the company completes its integration of the HPE
carve-out. The company's FCF margins in the mid-teens are also in
line with the 14% average for rated enterprise software peers,
despite the highest dividend payout among the group.

The primary determinant of the ratings differential is the
company's more aggressive financial policies with a stated net
leverage target of 2.7x, equating to a gross leverage of
approximately 3.2x as excess cash levels have historically been
applied to share repurchases. While leverage levels compare most
closely to the 3.5x median for 'BB-' rated issuers in the
Technology sector, Fitch believes the company's strong margin
profile, FCF, and track record of managing through an adverse
secular demand environment is suggestive of a 'BB' rating.

For issuers with IDRs rated 'BB-' through 'BB+', other than those
issuers in transitional territory to or from 'B+' and below, Fitch
applies average recovery assumptions that are based on historical
recovery data in the U.S. market. For high speculative-grade
issuers, Fitch allows for notching up to +2, capped at 'BBB-' for
secured debt, and down to -2 for unsecured debt when there is
material secured debt present. Fitch rates the company's senior
secured issue 'BB+'/ 'RR1', or +1 notches above the 'BB' IDR,
reflecting high reliance on secured debt and less staggered
maturity profile, mitigated by outstanding recovery prospects
resulting from the strength of the underlying assets.

Fitch applied its Parent-Subsidiary Linkage criteria and determined
that there was no impact on the rating. No country-ceiling or
operating environment aspects had an impact on the rating.

KEY ASSUMPTIONS

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

  - Revenue: decline of 5% in fiscal 2019, due to drag from sales
disruption following acquisition of the HPE carve-out; declines
gradually moderating to down 2%-3% per annum reflecting improving
trends throughout 2H18 and 1H19, targeted R&D, increased sales
headcount and new executive leadership leading to improved go to
market execution.

  - Margins: EBITDA margins expanding from 41% to 45% over the
ratings horizon, reflecting consistent high 40's for mature assets
portfolio, disposal of lower margin SUSE and Atalla segments, and
robust cost reduction plan for the HPE carve-out.

  - M&A: $50 million-$100 million of bolt-on acquisitions per annum
in order to enhance product portfolio.

  - Capital Expenditure: capital intensity of 2%-3% due to
moderating investment in internal software as re-platforming of the
HPE carve-out nears completion.

  - Shareholder Returns: dividends of $400 million-$450 million per
annum and share repurchases of $300 million-$450 million share
repurchases managing net leverage to roughly 2.7x.


MICRO FOCUS: Moody's Alters Outlook on B1 CFR to Positive
---------------------------------------------------------
Moody's Investors Service affirmed Micro Focus International plc's
B1 corporate family rating and B1-PD probability of default rating,
as well as the B1 ratings on the senior secured bank facilities
borrowed at subsidiaries MA FinanceCo., LLC and Seattle Spinco,
Inc. Concurrently, Moody's changed the outlook to positive from
stable.

RATINGS RATIONALE

The rating action reflects the company's improved positioning at B1
following solid results during the six months ended April 30 2019
as well as further progress with the integration of the former HPE
Software business and legacy Micro Focus operations.
Moody's-adjusted gross debt/EBITDA stood at 3.5x, pro forma for
continuing operations (excluding the SUSE disposal), while also
generating good free cash flow after capex, interest and dividends
and notwithstanding USD161 million of integration-related
exceptional cash outflows during the period. This was despite
revenue decline of 5.3% for continuing operations (constant
currency), in line with guidance of -4% to -6% for fiscal 2019. For
fiscal 2019 (ending October 2019), Moody's expects further
integration progress, revenue stabilisation, EBITDA growth and
solid free cash flow generation. However, some execution risk
related to integration and cost saving efforts remains as the
company is in the second year of a three-year integration plan,
with continued substantial cash costs expected for fiscal 2019,
leading to migration of the full business to common IT platform in
2020.

Micro Focus' ratings continue to reflect more broadly (i) the
ongoing challenges to generate stable or improving revenue and
resulting need to continuously improve profitability in the context
of the company's product portfolio of mainly mature software
applications, and absent acquisitions; and (ii) the resulting need
to maintain good cash flow generation that can be applied to debt
reduction absent revenue-driven deleveraging potential. Moody's
also notes the company's acquisitive track record and Moody's
expectation that the company will continue to pursue opportunities
over time. Alternatively, any excess liquidity is likely to be
returned to shareholders, such as most of the proceeds from the
SUSE divestment and through the extended share buyback program, as
long as the company's stated leverage target of 2.7x is maintained
(2.7x as of April 2019).

The ratings also reflect Micro Focus' position as the second
largest rated European enterprise software company with a broad
range of customers and products, global foot print and good
recurring revenue base. It also reflects (i) the company's track
record (i.e. Attachmate) in integrating large and transforming
acquisitions, and (ii) Moody's current expectation that the company
will continue to deliver visible EBITDA and margin growth in fiscal
2019 and fiscal 2020. Moody's would also expect the company to
deliver visible free cash flow (after interest, dividends and
investments) despite sizeable dividend distributions (excl. SUSE
oneoff dividend), restructuring costs related to the identified
cost savings and the pressure on revenues.

Micro Focus' liquidity is good consisting of USD2,666 million as of
April 30 2019 (before USD1,800 million dividend distribution to
shareholders out of SUSE proceeds). In addition, the company had
access to the USD500 million committed revolving credit facility
due 2022, undrawn as of April 30 2019. Moody's would also expect
the company to remain visibly free cash flow positive despite
sizeable restructuring costs, interest and dividend payments. There
is also a single net leverage financial maintenance covenant, that
is tested if the RCF is more than 35% drawn, under which Moody's
expects the company to retain sufficient headroom.

Positive outlook reflects Moody's expectation of continued
improvement in the company's credit metrics, in particular further
revenue stabilisation and growth in EBITDA.

The affirmation of the instrument ratings on the bank facilities,
in line with the CFR, reflects the pari passu nature of the
instruments, despite different borrowing entities, and the fact
that they are the only debt instruments in the capital structure.
The rated debt benefits from cross-guarantees by the US and UK
borrowers and guarantors, as well as comprehensive asset security.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings are solidly positioned and positive pressure could
arise from further evidence of the successful execution of the
company's strategy to stabilise revenues, execute cost savings,
improvement in processes and procurement initiatives and reduction
in restructuring costs. This would be evidenced by further
stabilisation of revenue and visibly growing EBITDA, so that
Moody's-adjusted debt/EBITDA remains at or below 3.5x, while
maintaining at least 5% free cash flow/debt (after investments,
ordinary dividends, interest and exceptional costs).

Conversely, negative pressure could arise due to an inability to
halt the revenue decline or grow EBITDA, for example as a result of
integration challenges. More specifically, Moody's-adjusted
debt/EBITDA moving above 4.0x as a result of these developments
could result in a downgrade. Inability to generate visible free
cash flow or a material deterioration in the company's liquidity
profile could also put negative pressure on the rating. Any larger
or debt-funded acquisitions during the HPE Software integration
could also weigh negatively on the rating.

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

UK-based Micro Focus International plc is an enterprise software
company with $3.6 billion of annual revenue for the twelve months
to April 30 2019, pro-forma for the SUSE disposal. It is listed
both on the London Stock Exchange and the New York Stock Exchange.


NORTHERN POWERHOUSE: Duff & Phelps Granted Interim Powers
---------------------------------------------------------
Simon Neville at Press Association reports that accountancy firm
Duff & Phelps has been granted interim powers to go into financier
Gavin Woodhouse's Northern Powerhouse Developments to help find the
missing millions.

The appointment follows an application to the High Court earlier
this month by seven investors who had put money into companies
owned by Mr. Woodhouse, whose businesses were described by a judge
as "thoroughly dishonest", Press Association notes.

Before his empire came crashing down, Mr. Woodhouse had promised
investors huge returns for stumping up cash to fund his MBI
Hawthorn Care and MBI Clifton Moor companies which were supposed to
build care homes that never materialized, Press Association
discloses.

He also persuaded investors to part with their cash to fund Afan
Valley, which was supposed to build a GBP200 million adventure
resort in South Wales promoted by TV adventurer Bear Grylls, Press
Association relays.

Earlier this mont, Duff & Phelps took over the three companies and
on July 9 it was revealed that they are now in control of the
parent company behind Afan Valley -- Northern Powerhouse
Developments, Press Association recounts.  The other two businesses
were owned directly by Mr. Woodhouse, Press Association states.

According to Press Association, Philip Duffy, from Duff & Phelps,
said: "The most recently filed accounts of the initial three
companies we were appointed to show them to all be insolvent on a
balance sheet basis, so naturally creditor investors have been very
concerned that they were not going to get their money back.

"Our appointment by the court over a weekend illustrates the
seriousness of this case. It was absolutely essential we were
appointed to act as interim managers on one of the main companies,
Northern Powerhouse Developments Limited, so that we could gain
access to its financial history."

Judge Barber at the High Court previously said she was "entirely
satisfied" that the court needed to take "immediate action" as all
three companies are or are likely to become insolvent, Press
Association relates.

There are concerns that the value of some assets included in
Northern Powerhouse Development's accounts were inflated and
inter-company loans had subsequently gone missing, Press
Association says.

In the last six years, Mr. Woodhouse has raised more than GBP80
million from investors -- including retirees and amateur investors
-- to build care homes and to acquire and refurbish hotels, Press
Association notes.

But an investigation by ITV News and the Guardian newspaper
revealed that many of his projects have stalled amid claims that
GBP15 million has gone missing from the accounts of his companies,
Press Association relays.

A full hearing is due at a later date, which is likely to decide
whether to enter the businesses into a formal administration,
according to Press Association.


STOLT-NIELSEN LTD: Egan-Jones Hikes Senior Unsecured Ratings to B
-----------------------------------------------------------------
Egan-Jones Ratings Company, on July 1, 2019, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Stolt-Nielsen Limited to B from B-.

Stolt-Nielsen Limited provides transportation and storage for
liquids, notably specialty and bulk liquid chemicals. It also has
an aquaculture division that grows turbot and other fish and fish
products. Founded in 1959, corporate services are provided from
London.




===============
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 * * *