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

                          E U R O P E

          Tuesday, July 23, 2019, Vol. 20, No. 146

                           Headlines



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

BIRAC: Bosnia's Serb Republic Cancels Acquisition Deal with Batagon


G E R M A N Y

GHD VERWALTUNG: Moody's Rates Proposed EUR360MM Term Loan B2


K A Z A K H S T A N

BANK CENTERCREDIT: S&P Alters Outlook to Neg. & Affirms 'B/B' ICRs


N E T H E R L A N D S

ASR INSURANCE: S&P Upgrades Restricted Tier 1 Debt Rating to 'BB+'
GREEN STORM 2019: Moody's Rates EUR6.4MM Class E Notes Ba1
MV24 CAPITAL: S&P Assigns Prelim BB Rating to $1.1BB Sr. Sec. Notes
TIKEHAU CLO V: S&P Assigns Prelim BB (sf) Rating to Class E Notes


R O M A N I A

ALPHA BANK: Moody's Affirms Ba2 Deposit Ratings, Outlook Now Pos.


R U S S I A

CB ZHILCREDIT: Put on Provisional Administration, License Revoked
ENERGOGARANT: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Pos.
MIN BANK: Bank of Russia Provides Update on Bankruptcy Process
NATIONAL RESERVE: Moody's Affirms B3 Deposit Ratings


U N I T E D   K I N G D O M

BRITISH STEEL: Jingye Group Drops Out Running to Buy Business
DEBENHAMS PLC: Sports Direct to Push Through with Suit Over CVA
DIRECT LINE: S&P Ups Restricted Tier 1 Notes Rating to 'BB+'
ENQUEST PLC: S&P Affirms B- Rating on Debt Reduction, Outlook Pos.
HAWKSMOOR MORTGAGE 2019-1: Moody's Rates Class G Notes (P)Ca(sf)

JEWEL UK: S&P Withdraws 'B+' Long-Term Issuer Credit Rating
LENDY: Group Linked to Stewart Day Emerges as Largest Borrower
RSA INSURANCE: S&P Raises Restricted Tier 1 Notes Rating to 'BB+'
SIGNET UK: Moody's Downgrades CFR to Ba2, Outlook Negative
STEVEN BROWN: Cash Flow Issues Prompt Administration

THEATRE (HOSPITALS): S&P Withdraws UK CMBS Notes Rating
VICTORIA PLC: Moody's Assigns B1 CFR, Outlook Stable
YORK POTASH: S&P Assigns Prelim B- Rating to $500MM Sr. Sec. Notes

                           - - - - -


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B O S N I A   A N D   H E R Z E G O V I N A
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BIRAC: Bosnia's Serb Republic Cancels Acquisition Deal with Batagon
-------------------------------------------------------------------
Iskra Pavlova at SeeNews reports that Bosnia's Serb Republic
government has cancelled its contract with Swiss-based Batagon
International for the acquisition of bankrupt alumina plant Birac.

According to SeeNews, Batagon neither fulfilled its obligations
under the contract, nor showed it has serious intentions to do so,
the Republic's deputy prime minister Anton Kasipovic said, as
quoted by public broadcaster RTRS.

In particular, despite the agreement to take over Birac's debt
towards the Republic's institutions, Batagon asked the government
for permission to repay only part of the debt within the agreed
deadline and service the remainder gradually in the future, SeeNews
discloses.

In December, the Serb Republic government said that Batagon
International, UK-based Metal Investments Limited, as well as
Bosnian companies MG MIND and Pavgord submitted bids for the
acquisition of Birac, SeeNews relays.  It subsequently selected
Batagon as a tender winner, SeeNews notes.

RTRS reported in a separate statement on July 12 that following the
withdrawal of Batagon, Boksit has expressed interest to take over
Birac's BAM43 million (US$25 million/EUR22 million euro)
outstanding debt towards the Republic's institutions, SeeNews
relates.

Boksit representatives have sent a letter of intent to the
Republic's government, saying they are ready together with business
partners to repay the debt and to invest BAM100 million in the
development of new products and infrastructure at Birac, SeeNews
states.

Birac entered bankruptcy in 2013 and was raided by police and tax
inspectors over suspected illegal dealings in several transactions,
SeeNews recounts.




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G E R M A N Y
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GHD VERWALTUNG: Moody's Rates Proposed EUR360MM Term Loan B2
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the new proposed
EUR360 million term loan with 7 years maturity and the new proposed
EUR80 million revolving credit facility with 6.5 years maturity to
be issued by GHD Verwaltung GesundHeits GmbH Deutschland, a
subsidiary of Cidron Gloria Holding GmbH.

The proceeds of the proposed new facilities will be used to (1)
fully refinance the existing capital structure including the EUR360
million term loan maturing 2021 and the EUR45 million revolving
credit facility maturing 2020 which is drawn by EUR3 million at the
time of the transaction and (2) pay transaction fees estimated at
EUR7 million. As a result, the new revolving credit facility will
be drawn by EUR10 million at the time of the transaction. Other
debt representing EUR2 million will be rolled over. Moody's would
expect to withdraw the legacy instrument ratings of the existing
term loan and of the existing revolving credit facility once the
proposed transaction will have been closed and the legacy
instruments repaid.

Concurrently, Moody's has affirmed the B2 corporate family rating
(CFR) and the B2-PD probability of default rating at the level of
Cidron Gloria Holding GmbH. The outlook remains stable.

The rating action reflects the following interrelated drivers:

  -- The refinancing transaction has a very limited impact on
leverage (+0.1x leverage to finance transaction fees)

  -- The refinancing transaction extends the debt maturities,
supporting liquidity

  -- Moody's-adjusted debt/EBITDA as of May 2019 pro forma for new
capital structure is high at 5.8x close to the downgrade trigger of
6.0x. Over the short term, Moody's expects limited deleveraging
potential from organic EBITDA growth due to continuous price
pressure in the industry and potential risk of increase in
personnel costs

  -- The cash balance is low at EUR8 million as of May 2019
representing only 1.4% of revenue

  -- Operating performance of 2018 and LTM May 2019 periods is on a
positive trajectory with margin improvement and limited but
positive free cash flow generation

Following the refinancing transaction and given the relatively high
leverage for the rating category and the relatively low cash
balance at opening, the ratings are weakly positioned. There is no
headroom in the current rating and stable outlook to digest any
leverage increase which could happen as a result of debt-funded
acquisition or shareholder distribution.

RATINGS RATIONALE

The ratings are supported by (1) GHD's leading position (according
to the company) in the medical homecare market in Germany, (2)
barriers to entry, supported by GHD's large and well-spread network
of licensed nurses and its long-term relationships with health
insurance companies, hospitals and patients, (3) positive
underlying fundamental trends, which drive demand for homecare
medical services and products and (4) patient loyalty, providing an
effective backlog of revenue.

Conversely, the ratings are constrained by (1) GHD's high leverage,
(2) the lack of geographic diversification which exposes the
company to change in regulation, macro-economic trends or other
country-specific topics, (3) continuous pricing pressure from
health insurance companies reimbursing most of GHD's product and
services which constraints margins and (4) low cash balance of EUR8
million as of May 2019 and expectation of limited but positive free
cash flow generation in the next 12-18 months.

LIQUIDITY

Pro forma for the refinancing transaction, GHD's liquidity is just
adequate driven by (1) EUR8 million of cash on balance only as of
May 2019 (1.4% of revenue), (2) a contemplated EUR80 million
revolving credit facility, out of which EUR10 million will be drawn
at the closing of the transaction and EUR9 million are used for
bank guarantees, (3) Moody's expectation of limited but positive
free cash flow around EUR8-10 million per annum in the next 12-18
months and (4) long-dated debt maturities with the new term loan
maturing 7 years and the new revolving credit facility maturing 6.5
years after closing of the refinancing transaction.

STRUCTURAL CONSIDERATIONS

The probability of default at B2-PD incorporates its assumption of
a 50% recovery rate, reflecting GHD' debt structure, which is
composed of first-lien senior secured bank facilities with no
maintenance covenant. The B2 instrument rating assigned to the bank
facilities is in line with the corporate family rating in the
absence of any significant liabilities ranking ahead or behind.

The instruments share the same security package and are guaranteed
by a group of companies representing at least 80% of the
consolidated group's EBITDA. The security package consists of
shares, bank accounts and intragroup receivables.

OUTLOOK

The stable outlook assumes that GHD will retain its leading
positions in homecare medical services and wholesale distribution
of medical products and devices in Germany with no material changes
in reimbursements. The outlook also incorporates its expectation
that (1) the company's leverage as measured by Moody's-adjusted
debt/EBITDA will remain below 6.0x over the next 12-18 months; (2)
it will not embark on any transformative acquisitions or make
debt-funded shareholder distributions; and (3) it will preserve its
adequate liquidity profile, supported by positive free cash flow.
Over the medium term, Moody's expects gradual improvements in the
company's profitability driven by efficiency gains.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure could arise if GHD's:

  -- leverage, as measured by its Moody's-adjusted debt/EBITDA,
were to decrease materially and sustainably below 5.0x

  -- Moody's-adjusted EBITA/interest expense were to increase above
3.0x

Downward pressure on the rating could arise if:

  -- GHD's leverage, as measured by its Moody's-adjusted
debt/EBITDA, were to remain above 6.0x for a prolonged period of
time

  -- its Moody's-adjusted EBITA/interest expense were to decrease
towards 2.0x

  -- liquidity concerns were to emerge

PROFILE

Cidron Gloria Holding GmbH, headquartered in Germany, is a provider
of homecare medical services and a distributor of associated
medical devices/products for a broad range of therapeutic areas
including ostomy, incontinence, enteral nutrition, parental
nutrition, wound care and tracheostomy. Except for parental
nutrition and ostomy products, which the company manufactures in
house, all the other devices/products that the company distributes
are sourced from third-party suppliers. GHD generated EUR578
million revenue for the last twelve months to May 2019. The company
has been majority-owned by funds managed and advised by Nordic
Capital since August 2014.

PRINCIPAL METHODOLOGY

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



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K A Z A K H S T A N
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BANK CENTERCREDIT: S&P Alters Outlook to Neg. & Affirms 'B/B' ICRs
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Kazakhstan-based Bank
CenterCredit to negative from stable. S&P affirmed its 'B/B' long-
and short-term issuer credit ratings on the bank and lowered its
long-term Kazakhstan national scale rating to 'kzBB+' from
'kzBBB-'.

The negative outlook reflects continued legacy problem loans that
put a strain on the bank's capital and asset quality metrics. S&P
considers that the bank's accumulated problem loans require
additional management efforts and time to resolve despite measures
to clean up the loan book and the government program to support the
banking sector in 2017, under which the bank received support in
the form of subordinated debt. Newly generated loans only gradually
improve the bank's revenue generation and profitability. S&P notes
that there is high level of collateral on BCC's loan book, but the
market is less liquid for repossessed collateral in Kazakhstan than
in developed countries, which, in S&P's view, is significantly
lengthening the process of collateral sale.

The pace of problem-asset workout has been slower than expected.
Problem loans (classified as Stage 3 under International Financial
Reporting Standards 9) comprised 29% of gross loans on Jan. 1,
2019. S&P said, "We consider that loan loss provisions coverage of
only 37% of overall problem loans on May 1, 2019, is not
sufficient. Therefore, we expect BCC's credit costs will remain
elevated in the next 12-18 months. As a result, we have revised our
assessment of the bank's risk position to weak from moderate."

S&P said, "We expect BCC's capital and earnings will remain a
relative weakness for the rating, taking into account historically
low capital levels and limited loss absorption capacity if loan
portfolio quality deteriorates further. BCC currently meets all
regulatory requirements for capital adequacy. However, we consider
the bank's quality of regulatory capital to be rather weak because
it includes a large amount of subordinated debt and capital gains,
and is not sufficient to withstand a potential significant
deterioration in the loan portfolio's quality. We expect that the
announced government program of asset quality review in the
Kazakhstan banking sector planned in the second half of 2019 could
lead to the need to create additional provisions for BCC." This
could put a strain on the capital position if timely support from
the shareholders or the government is not provided.

Limited earnings capacity over the past 10 years and reliance on
external capital support makes BCC's business model vulnerable to
changes in the operating environment. BCC's profits are pressured
by the ongoing asset quality clean-up. S&P said, "We forecast our
risk-adjusted capital (RAC) ratio will further decline to 3.4%-3.6%
over the next 12 months from about 3.7% at year-end 2018, in the
absence of a shareholders' Tier 1 capital injection, which leaves
the bank with a very limited capital cushion in case additional
provisioning is required. We expect modest loan portfolio growth of
about 5%-7% per year, a net interest margin of 3.9%-4.0% over the
next 12 months. In our base-case scenario, we do not envisage the
bank paying dividends as we expect profits to be retained to
support capital."

S&P said, "We still incorporate into the rating one notch of uplift
for potential government support in case of need, reflecting the
bank's sizable share in key business segments including retail, as
well as its known brand name, which safeguard the stability of its
funding base, mainly comprised of retail and corporate depositors.

"The negative outlook indicates that we could lower the rating over
the next 12-18 months if we see more intense pressure on the bank's
asset quality and capital adequacy in the absence of support from
the government or the shareholders where required.

"We could lower the ratings in the next 12 months if we see a
significant decline in BCC's capitalization, with its RAC ratio
declining below 3%. This could happen if the bank expands its loan
book in risky segments, generating additional provisioning needs,
or if further deterioration in asset quality takes place calling
for additional provisions to be created, and there are signs that
the main shareholders are not willing or able to provide additional
capital to support the bank's capitalization in the case of need. A
negative rating action could also follow if we believe that the
bank's growth strategy is leading to additional risk accumulation,
and the bank is unable to demonstrate earnings generation
commensurate with its new lending growth. In addition, we could
take a negative rating action if we considered that the government
is unlikely to consider BCC important to the stability of the
banking sector and therefore would not be willing to provide BCC
with timely extraordinary support at a time of stress."

S&P could revise the outlook to stable over the next 12 months if:

-- The bank is able to reduce problem loans to the levels not
higher than the sector average and the bank's risk appetite is
contained and supportive of steady improvement of the bank's asset
quality, and

-- S&P sees marked improvements in the bank's growth prospects and
profitability that would relieve financial pressures on BCC's
capital and creditworthiness.

An outlook revision would also require S&P to continue considering
the bank as moderately systemically important to the Kazakh banking
system.



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

ASR INSURANCE: S&P Upgrades Restricted Tier 1 Debt Rating to 'BB+'
------------------------------------------------------------------
S&P Global Ratings affirmed its 'A' long-term insurer financial
strength and issuer credit ratings on the core subsidiaries of
Netherlands-domiciled ASR Insurance Group. At the same time, S&P
affirmed its 'BBB+' issuer credit rating on holding company ASR
Nederland N.V. The outlook on these entities is stable.

S&P said, "We upgraded the RT1 instrument issued in October 2017,
to 'BB+' from 'BB', following our review of ASR Nederland N.V.'s
hybrid instruments under our revised criteria "Hybrid Capital:
Methodology and Assumptions," published July 1, 2019. As a result,
we are removing the rating from under criteria observation, where
we placed it on July 2.

"The stable outlook reflects our expectation that ASR will maintain
its strong competitive position and at least very strong capital
adequacy over the next 12-24 months. We expect this will be
supported by stable earnings, with net income exceeding EUR500
million annually in 2019-2021; a net combined (loss and expense)
ratio below 100% according to our calculation; and a rational
dividend policy." This will help ASR preserve its healthy capacity
to service its debt costs amid challenging underwriting conditions
in the low-interest-rate environment.

S&P is unlikely to lower the ratings over the next 12-24 months.
However, S&P could do so if:

-- ASR is not able to restore its capital position at least to the
'AA' level in our model.

-- ASR's profitability does not meet our expectations, for example
because the non-life net combined ratio rose higher than 102%, or
net income fell below EUR400 million annually for a prolonged
period.

An upgrade is unlikely over the next 12-24 months. Nevertheless,
S&P could raise the ratings if it is convinced that the potential
for volatility in capital adequacy, currently at the 'AAA' level,
had reduced. This could result from receding risks related to ASR's
ongoing merger and acquisition activity, its large defined-benefit
pension scheme, or the environment for life insurers in the
Netherlands.

ASR Nederland and its core operating entities have a prominent
position in the Netherlands' insurance market, very strong
capitalization, stable earnings, and low financial leverage. ASR
has meaningful diversification by line of business, which affords
the group strategic flexibility. ASR's business remains
concentrated in the Netherlands, however, and S&P does not
anticipate any major change to this strategy.

The ratings are constrained by the group's acquisitiveness, which
creates uncertainty that capital adequacy will remain within the
'AAA' range, and by its large defined-benefit employees' pension
scheme, which may expose the balance sheet to volatility.

Following the application of our new hybrid criteria, S&P raised
its rating on the RT1 issue to 'BB+', which is three notches below
the issuer credit rating (ICR) on ASR Nederland N.V.:

-- One notch reflects the notes' subordination to the company's
senior obligations;

-- One notch is due to the risk of a potential temporary
write-down of principal; and

-- One further notch to incorporate the payment risk created by
the mandatory and optional coupon-cancellation features.

S&P said, "The rating on the notes was previously four notches
below the ICR because we saw higher payment risk than for the
group's other hybrid instruments. We now believe that the payment
risk on the RT1 notes is not materially greater than for the
group's Tier 2 hybrids, which would also be required to defer
coupons upon a breach of ASR's solvency capital requirement (SCR).
We believe that one notch is sufficient to reflect the payment risk
on these notes and on the other hybrids, partly because the group's
SCR coverage has been strong and is expected to remain so, with
limited sensitivity or volatility. SCR coverage stood at 197% on
Dec. 31, 2018.

"We will monitor ASR's SCR coverage and capital plans to assess
whether the ICR adequately incorporates the payment risk associated
with ASR's hybrid instruments. An unexpected deterioration of the
group's regulatory solvency position (not accompanied by an ICR
change) or increased sensitivity to stress could lead us to lower
the rating on the notes. We would do this by widening the notching
from the ICR to ensure the hybrid instrument ratings follow a
measured transition to default."

GREEN STORM 2019: Moody's Rates EUR6.4MM Class E Notes Ba1
----------------------------------------------------------
Moody's Investors Service assigned definitive ratings to Notes
issued by Green STORM 2019 B.V.:

EUR600,000,000 Senior Class A Mortgage-Backed Notes 2019 due 2066,
Definitive Rating Assigned Aaa (sf)

EUR12,100,000 Mezzanine Class B Mortgage-Backed Notes 2019 due
2066, Definitive Rating Assigned Aa1 (sf)

EUR11,400,000 Mezzanine Class C Mortgage-Backed Notes 2019 due
2066, Definitive Rating Assigned Aa3 (sf)

EUR11,400,000 Junior Class D Mortgage-Backed Notes 2019 due 2066,
Definitive Rating Assigned A2 (sf)

EUR6,400,000 Subordinated Class E Notes 2019 due 2066, Definitive
Rating Assigned Ba1 (sf)

Green STORM 2019 B.V. is a five years revolving securitisation of
Dutch prime residential mortgage loans. Obvion N.V. (not rated) is
the originator and servicer of the portfolio. At the definitive
pool cut-off date, the portfolio consists of loans extended to
2,607 borrowers with a total principal balance of EUR634.9 million
(net of savings policies).

The transaction is aligned with Obvion's mission to increase and
promote energy-efficient residential housing. Obvion employs
objective criteria to evaluate the environmental-friendliness of
buildings and select the best 15.00% from their mortgage portfolio
for the Green RMBS. The criteria are based on accepted
energy-labelling standards for new residential buildings that have
been in place in the Netherlands since 1995.

RATINGS RATIONALE

The definitive ratings on the Notes take into account, among other
factors: (i) the performance of the previous transactions launched
by Obvion; (ii) the credit quality of the underlying mortgage loan
pool; (iii) the replenishment criteria; and (iv) the initial credit
enhancement provided by subordination and the Reserve Fund.

The expected portfolio loss of 0.70% and the MILAN Credit
Enhancement (MILAN CE) of 7.80% serve as input parameters for
Moody's cash flow model, which is based on a probabilistic
lognormal distribution.

The key drivers for the portfolio's expected loss of 0.70%, which
is in line with preceding STORM transactions and with other prime
Dutch RMBS transactions, are: (i) the availability of the
NHG-guarantee for 14.40% of the loan parts in the pool, which can
reduce during the replenishment period to 12.00%; (ii) the
performance of the seller's precedent transactions; (iii)
benchmarking with comparable transactions in the Dutch RMBS market;
and (iv) the current economic conditions in the Netherlands in
combination with historic recovery data of foreclosures received
from the seller.

MILAN CE for this pool is 7.80%, which is in line with the
preceding STORM revolving transactions, owing to: (i) the
replenishment period of five years with the risk of deterioration
in pool quality through the addition of new loans; (ii) the
availability of the NHG guarantee for 14.40% of the loan parts in
the pool, which can decrease during the revolving period to 12.00%;
(iii) the WA current LTMV as per its calculation of 76.58%; (iv)
the proportion of interest-only loan parts (41.52%); and (v) the WA
seasoning of 3.16 years (as of the most recent date in the Obvion's
systems).

The risk of a deteriorating pool quality through the addition of
loans is partly mitigated by the replenishment criteria which
includes, amongst others, that the weighted average CLTMV of all
the mortgage loans, including those to be purchased by the issuer,
does not exceed 85.00% and the minimum weighted average seasoning
is at least 40 months. Furthermore, no new loans can be added to
the pool if there is a PDL outstanding, if the share of the loans
that are more than 3 months in arrears exceeds 1.50% or the
cumulative realised losses exceed 0.40%.

The transaction benefits from a non-amortising Reserve Fund, funded
at 1.01% of the total Class A to D Notes' outstanding amount at
closing, building up to 1.30% by trapping available excess spread.
The initial total credit enhancement for the Class A Notes is
approximately 6.50%, 5.49% through Note subordination and the
Reserve Fund amounting to 1.01%.

The transaction also benefits from an excess margin of 50 bps
provided through the swap agreement. The swap counterparty is
Obvion and the back-up swap counterparty is Rabobank (Aa3/P-1 &
Aa2(cr)/P-1(cr)). Rabobank is obliged to assume the obligations of
Obvion under the swap agreement in case of Obvion's default. The
transaction also benefits from an amortising cash advance facility
of 2.00% of the outstanding principal amount of the Notes
(including the Class E Notes) with a floor of 1.45% of the
outstanding principal amount of the Notes (including the Class E
Notes) as of closing.

Principal Methodology

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

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

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

The ratings could be upgraded if: (i) economic conditions are
better than forecasted and the portfolio performs significantly
above expectations; or (ii) upon deleveraging of the capital
structure.

Conversely, factors that may lead to a downgrade of the ratings
include significantly higher losses compared with its expectations
at close, due to either a change in economic conditions from its
central scenario forecast or idiosyncratic performance factors.

For instance, should economic conditions be worse than forecasted,
the higher defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in a downgrade of the ratings. Downward
pressure on the ratings could also stem from: (i) deterioration in
the Notes' available credit enhancement; or (ii) counterparty risk,
based on a weakening of a counterparty's credit profile,
particularly Obvion and Rabobank, which perform numerous roles in
the transaction.

MV24 CAPITAL: S&P Assigns Prelim BB Rating to $1.1BB Sr. Sec. Notes
-------------------------------------------------------------------
On July 18, 2019, S&P Global Ratings assigned its preliminary 'BB'
issue-level rating to MV24 Capital B.V.'s $1.1 billion in senior
secured notes due June 2034. S&P also assigned a recovery rating of
'2' to the notes.

The rating incorporates the loan MV24 provided to Cernambi Sul MV24
B.V. (Cernambi), which is the underlying asset, owner of an oil
vessel, supporting the repayment of the notes. S&P views Cernambi
as part of
the project. The project expects to use the proceeds to refinance
Cernambi's construction debt.

The preliminary rating mainly reflects the contracted nature of the
asset, which results in very stable and predictable cash flows. S&P
said, "The preliminary rating is one notch above the credit quality
of the of the weakest of the revenue counterparties, because we
believe that there are economic incentives to the owners of the oil
field to continue the oil production, even under financial distress
conditions. This reflects our view of the essential service the
project provides to the oil production, which generates cash flows
to the owners of Tupi, combined with the asset's unique
characteristics that was tailor-made to operate in the Lula-Iracema
field, i.e. it's an asset not practically substitutable." The
latter is one of Petrobras' most important production fields,
accounting for about 20% of total proven reserves. The field is
under the first quartile of its cash-cost, below $20 per barrel of
oil equivalent (boe).

S&P said, "Therefore, we cap the rating on MV24 at one notch above
the rating on Petrobras (BB-/Stable/--). Our analysis incorporates
also the operational risk inherent to oil production, limited to
activities of light process and oil storage, i.e. excluding
activities of subsea wellhead; the benefit of a long-term,
availability-based charter agreement that eliminates market risk,
and the operator's experience that has been able to maintain a
97.5% average availability of the asset since it started operations
in October 2014.

"Our base-case scenario, which assumes 96% average availability and
the prices included in the charter agreement, results in a minimum
annual DSCR of 1.17x in 2030 and an average DSCR of 1.22x
throughout the notes' term. In our view, project's resilience under
a downside-case scenario supports MV24's strength, given its low
exposure to price variations due to its availability-based
payments.

"Finally, the rating is higher than that on Brazil given that we
believe the project would be able to pass a sovereign stress
scenario. This is principally due to the exporting nature of the
asset, the smooth debt payments, and existence of debt reserve
accounts. Even though the vessel operates in Brazil, the charter
agreement defines that payments are deposited in offshore accounts,
all cash is held offshore, and revenue and costs are denominated in
dollars, offsetting the foreign-exchange conversion risk. We didn't
apply the typical cash haircut, because all cash is held offshore,
invested under permitted investment-grade titles.

"The rating on the notes is preliminary and the assignment of the
final rating will depend on our receipt and satisfactory review of
all final transaction documentation, while the interest rate on the
notes would need to be in line with our expectations. Accordingly,
the preliminary rating shouldn't be construed as evidence of the
final rating. If we don't receive the final documentation within a
reasonable timeframe, or if the final transaction departs from our
assumptions, we reserve the right to withdraw or change the
rating."

TIKEHAU CLO V: S&P Assigns Prelim BB (sf) Rating to Class E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Tikehau CLO V B.V.'s class X, A-1, B-1, B-2, C-1, C-2, D-1, D-2, E,
and F notes. At closing, Tikehau CLO V will also issue an unrated
subordinated class of notes.

The preliminary ratings assigned to Tikehau CLO V's notes reflect
S&P's assessment of:

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

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

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

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality. We consider that
the portfolio at closing will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow collateralized debt obligations.

"In our cash flow analysis, we used the EUR440 million target par
amount, the covenanted weighted-average spread (3.70%), the
covenanted weighted-average coupon (5.00%; where applicable), the
target minimum weighted-average recovery rates at the 'AAA' rating
(as indicated by the manager), and the actual recovery rates at all
other rating levels.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"At closing, we anticipate that the documented downgrade remedies
will be in line with our current counterparty criteria.

"At closing, we consider that the issuer will be bankruptcy remote,
in accordance with our legal criteria.

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

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

  Ratings List
  Tikehau CLO V B.V.

  Class  Preliminary rating   Preliminary   Spread/coupon (%)
                            amount (mil. EUR)
  X     AAA (sf)              2.20          3M EUR + 0.50
  A-1  AAA (sf)              272.80     3M EUR + 1.10
  B-1  AA (sf)               36.80      3M EUR + 1.80
  B-2  AA (sf)               5.00       2.30
  C-1  A (sf)                19.30      3M EUR + 2.45
  C-2  A (sf)                7.10       3M EUR + 2.95*
  D-1  BBB (sf)              24.80      3M EUR + 3.90
  D-2  BBB (sf)              6.00       3M EUR + 4.40*
  E     BB (sf)               25.30      3M EUR + 5.82
  F    B (sf)               12.10      3M EUR + 8.42
  Subordinated notes NR    39.80       Excess

* The class C-2 and D-2 notes will not have a EURIBOR floor until
the end of the non-call period, with spreads of 2.95% and 4.40%,
respectively. Following the non-call period, the EURIBOR is floored
at 0% with the same spread as the class C-1 and D-1 notes,
respectively.

NR--Not rated.

3M EUR: 3-month EURIBOR.




=============
R O M A N I A
=============

ALPHA BANK: Moody's Affirms Ba2 Deposit Ratings, Outlook Now Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 long-term local and
foreign currency deposit ratings of Alpha Bank Romania S.A. and
changed the outlook to positive from stable. Concurrently the
rating agency affirmed the bank's b1 Baseline Credit Assessment and
Adjusted BCA, its Ba1 long-term Counterparty Risk Ratings and its
Ba1(cr) long-term Counterparty Risk Assessment. The bank's Not
Prime short-term deposit ratings and CRRs and its short-term Not
Prime(cr) CRA have also been affirmed.

The rating actions follow the affirmation of the Caa1 long-term
deposit ratings and outlook change to positive from stable of Alpha
Bank AE (Deposit ratings: Caa1 positive, BCA: caa1), the parent
bank of Alpha Bank Romania. The positive outlook signals the
potential improvement to ABR's b1 BCA, which despite its stronger
financial profile of ba2, is constrained by the weaker credit
profile of its Greek parent bank, to three notches above the parent
bank's caa1 BCA.

RATINGS RATIONALE

RATINGS AFFIRMATION REFLECTS THE CONSTRAINTS ON ABR'S RATINGS DUE
TO MOODY'S ASSESSMENT OF GROUP INTERLINKAGES

The affirmation of ABR's ratings reflects Moody's view of the
strong correlation between subsidiaries and their weaker parents,
mainly as a result of reputational and funding risks. As a result,
the rating agency caps ABR's BCA at three notches above Alpha
Bank's Greece caa1 BCA, despite ABR's significantly stronger
unconstrained financial profile of ba2. The three notch rating gap
captures Moody's assessment of a meaningful degree of regulatory
ring-fencing as well as ABR's reducing reliance on funding from its
parent bank and the stability of ABR's deposits which has been
tested through the Greek crisis. Funding from the parent bank,
mostly in the form of deposits and predominantly euro-denominated,
although reduced, remains higher than domestic rated peers at 17%
of total assets as of year-end 2018 from 26% in 2017.

ABR's unconstrained ba2 standalone financial profile captures the
bank's improved solvency, its weaker than peers funding profile and
profitability as well as its resilient performance over time
despite challenges to its capitalization and funding since the
unfolding of the Greek crisis. The bank reported a high Tier 1
ratio of 20.6% as of December 2018. The ratio non-performing loans
stabilized at 6% of gross loans and provision coverage improved to
69% as of December 2018 from 64% in 2017. While core income,
comprising of net interest income and fees and commissions
recovered in 2018, with each line growing by 15% and 10%
respectively, the bank's profitability was affected by 10% higher
operating costs and a doubling of its tax expense due to a one off
tax following the sale of a problem loans portfolio.

ABR's Ba2 deposit ratings continue to incorporate two notches of
uplift following the application of Moody's Loss Given Failure
Analysis and zero uplift owing to the agency's unchanged assumption
of a low likelihood of support from the government of Romania
(Baa3, stable) in case of need which does not provide further
rating uplift.

POSITIVE OUTLOOK REFLECTS GRADUAL IMPROVEMENT IN THE PARENT BANK'S
CREDIT PROFILE

The outlook on ABR's long term deposit ratings has been changed to
positive from stable and is aligned with the positive outlook on
the parent bank's ratings. Assuming the three notch rating gap
above the weaker credit profile of the parent bank is maintained,
an upgrade of the parent bank's BCA is likely to result
simultaneously in a positive rating action on Alpha Bank Romania.

WHAT COULD LEAD IN AN UPGRADE/DOWNGRADE

ABR's deposit ratings could be upgraded owing to an upgrade of its
parent and consequently its own BCA, or an increase in uplift
resulting from the application of Moody's Advanced LGF analysis
owing to additional volume of subordinated instruments, which would
further buffer depositors resulting in a lower loss in resolution.

ABR's deposit ratings could be downgraded owing to a downgrade of
its BCA or a reduction in uplift as a result of the application of
Moody's Advanced LGF analysis. ABR's BCA could experience downward
pressure (1) if the bank's financial fundamentals worsen
significantly owing to a sharp weakening of its asset quality,
reduced capital buffers or a large increase in ABR's reliance on
parental funding or (2) as a result of a downgrade of Alpha Bank
AE's caa1 BCA. The bank's deposit ratings could also be downgraded
owing to changes in the bank's liability structure, mainly a
reduction in the volume of deposits or subordinated instruments
resulting in higher loss given failure in resolution for
depositors.

PRINCIPAL METHODOLOGY

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

FULL LIST OF ALL AFFECTED RATINGS

Issuer: Alpha Bank Romania S.A.

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b1

Baseline Credit Assessment, Affirmed b1

Long-term Counterparty Risk Assessment, Affirmed Ba1(cr)

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

Long-term Counterparty Risk Ratings, Affirmed Ba1

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Bank Deposits, Affirmed Ba2, Outlook Changed To Positive
From Stable

Short-term Bank Deposits, Affirmed NP

Outlook Action:

Outlook Changed To Positive From Stable



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

CB ZHILCREDIT: Put on Provisional Administration, License Revoked
-----------------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-1672, dated July
19, 2019, revoked the banking license of Housing Credit Commercial
Bank Zhilcredit Limited Liability Company, or CB Zhilcredit LLC
(Registration No. 1736, Moscow; hereinafter, Bank Zhilcredit).  The
credit institution ranked 420th by assets in the Russian banking
system.

The Bank of Russia took this decision in accordance with Clause 6,
Part 1, Article 20 of the Federal Law "On Banks and Banking
Activities", based on the facts that Bank Zhilcredit:

   -- became incapable to timely honor its obligations to creditors
due to liquidity loss after the recovery of a large sum of money as
part of execution of a court order.  These expenses also led to a
significant (over 35%) decrease in capital and, consequently, to
grounds to take insolvency (bankruptcy) prevention measures; this
created a real threat to interests of bank's creditors and
depositors;

   -- violated federal banking laws and Bank of Russia regulations,
making the regulator repeatedly apply supervisory measures over the
past 12 months, including the impositions of restrictions on
household deposit taking.

Principal assets of Bank Zhilcredit were represented by illiquid
non-core property.  Therefore, cash flows generated by the credit
institution did not allow it to timely honour its obligations to
creditors.

The Bank of Russia appointed a provisional administration to Bank
Zhilcredit for the period until the appointment of a receiver or a
liquidator.  In accordance with federal laws, the powers of the
credit institution's executive bodies were suspended.

Information for depositors: Bank Zhilcredit is a participant in the
deposit insurance system, therefore depositors will be compensated
for their deposits in the amount of 100% of the balance of funds
but no more than a total of RUR1.4 million rubles per depositor
(including interest accrued).

Deposits are repaid by the State Corporation Deposit Insurance
Agency. For details of the repayment procedure, depositors may call
the Agency's 24/7 hotline (8 800 200-08-05) or refer to its website
(https://www.asv.org.ru/), the Deposit Insurance / Insured Events
section.


ENERGOGARANT: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term insurer financial
strength and issuer credit ratings on Russia-based insurer
Energogarant. The outlook remains positive.

S&P said, "We affirmed our ratings on Energogarant because the
insurer has improved its underwriting performance with a net
combined ratio (profit and loss) of 95% in 2018, from the average
101% it reported in 2016-2017. It also improved the average credit
quality of its invested assets. We note, however, that the company
has a relatively short track record of sound technical results with
a combined ratio below 100% versus that of other larger
property/casualty (P/C) insurers that we rate in Russia. We reflect
this in our choice of the lower 'bb-' anchor for Energogarant. We
also note the potential pressure on the insurer's financial risk
profile from the tax case in 2018."

Energogarant received material tax claims following an inspection
by tax authorities at the end of 2018 and booked around 45% of the
claimed amount. S&P said, "We expect the final decision on tax
expenses to be taken at the end of 2019. Until then, we reflect the
risk of the negative impact of an unfavorable court decision by
adjusting our assessment of Energogarant's prospective capital
position downward by one notch."

S&P said, "In our base-case scenario, we assume that Energogarant's
net combined ratio will remain below 100% in the next two years,
and its net investment yield will stay around 5.5%, similar to the
level reported in 2018. We expect that there will be no dividend
distributions in 2019 if the company has to carry additional
expenses on tax claims on top of those already booked last year.

"We believe that Energogarant will be able to sustain its market
position as a midsize Russian P/C insurer over the next two years
with premium growth of around 5% in 2019-2020. We expect that
Energogarant will continue focusing on motor insurance lines, both
compulsory and motor hull insurance, which together comprise more
than 50% of its business.

"We note that Energogarant's weighted average credit quality of
invested assets has gradually moved into the low 'BBB' range, up
from the 'BB' range. This was possible as the insurer has shifted a
significant portion of its investments to Russian sovereign bonds
and deposits in important Russian banks with high systemic
importance (accounting together for around 73% of the insurer's
overall invested assets as of March 31, 2019).

"The outlook on our ratings remains positive, reflecting our view
that Energogarant's improved operating performance supports the
likelihood that the insurer's capital position and overall
financial risk profile will strengthen if the company is not
required to carry tax expenses materially higher than those already
booked in 2018.

"We could raise our rating on Energogarant by one notch within the
next 12 months if the company's capital improves sustainably
through retained earnings. This could happen if the insurer does
not incur additional tax related expenses, with underwriting
performance remaining sound with net combined ratio below 100% and
investment profitability in line with previous years.

"We could revise the outlook to stable if the company's capital
adequacy is negatively impacted as a result of the tax-related
claims, weak operating performance, or higher dividend payments. We
could also revise the outlook to stable if the company's risk
exposure significantly increases, namely via higher investment
risk."

MIN BANK: Bank of Russia Provides Update on Bankruptcy Process
--------------------------------------------------------------
The Bank of Russia Board of Directors decided to prolong the term
of performance of the functions of the provisional administration
to manage PJSC MIN BANK (hereinafter, the Bank) by FBSC AMC Ltd. by
six months from July 23, 2019, with the suspension of the powers of
the credit institution's executive bodies in compliance with Clause
1 of Article 189.27 of Federal Law No. 127-FZ, dated 26 October
2002, "On Insolvency (Bankruptcy)".

All measures for the recapitalization of the Bank under the plan of
the Bank of Russia's participation in bankruptcy prevention of PJSC
MIN BANK will be completed and permanent management bodies will be
established shortly.



NATIONAL RESERVE: Moody's Affirms B3 Deposit Ratings
----------------------------------------------------
Moody's Investors Service affirmed the long-term and short-term
local and foreign currency deposit ratings of National Reserve Bank
at B3/Not Prime. The outlook on the bank's deposit ratings remains
stable. Concurrently, Moody's affirmed the bank's b3 Baseline
Credit Assessment (BCA) and adjusted BCA. Moody's has also affirmed
NRB's B2(cr)/Not Prime(cr) long-term and short-term Counterparty
Risk Assessment (CR Assessment) and its B2/Not Prime long-term and
short-term local and foreign currency Counterparty Risk Ratings.

RATINGS RATIONALE

The affirmation of NRB's long-term deposit ratings with a stable
outlook reflects the superior capital adequacy and liquidity
metrics which is largely driven by the lack of third-party funding.
These strengths are offset by the bank's weak asset quality that is
gradually exerting downward pressure on the bank' capital.

NRB's problem loans (IFRS 9 stage two, excluding loans to small and
medium-sized entities, and stage three) remain high, accounting for
75% of gross loans as of year-end 2018, and expose the bank to a
risk of additional credit losses. The bank's coverage of problem
loans with loan loss-reserves, while materially improved to 69% as
of year-end 2018 from 51% as of year-end 2017, remained modest
compared to the system-wide level. While NRB's net loan book has
shrunk to less than the bank's tangible common equity, materially
reducing solvency risks, a material portion of the bank's assets
still comprise illiquid investments in real estate (21% of total
assets as at end-March 2019) and equities (8% of total assets as at
end-March 2019). These non-core assets along with the high level of
problem loans reinforce uncertainty over the bank's future asset
performance.

The bank was loss-making over the past few years and NRB's
shareholders' equity continued its downward trend in the first
quarter of 2019. Moody's expects NRB to remain loss-making over the
next 18 months due to its high exposures to illiquid assets that,
while generating limited revenues, could lead to further negative
revaluations.

While asset risk remains high, the significant downsizing and
contraction of risk-weighted assets in recent years resulted in
very high reported capital adequacy ratios: regulatory Tier 1 ratio
(N1.2) and Total CAR (N1.0) stood at 48% and 54% as of June 1,
2019, respectively. Despite the bank's weak internal capital
generation, Moody's expects NRB's capital buffer to remain strong
and sufficient to absorb expected losses over the next several
years.

Moody's expects NRB's liquidity buffer (including securities
holdings, which the bank can pledge for liquidity purposes) to
remain strong allowing to repay any potential claims from the
bank's current creditors. According to the local GAAP accounts as
of June 1, 2019, NRB's liquid banking assets (which include cash,
due from banks and liquid securities) covered around 170% of the
bank's non-equity funding.

WHAT COULD MOVE THE RATINGS UP / DOWN

NRB's BCA and deposit ratings could be upgraded as a result of the
bank reporting significant improvement in recurring revenue
generation or development of consistent third-party business, along
with good diversification and robust asset quality, and lower
non-core assets.

NRB's ratings could be downgraded if the bank's losses materially
eroded the bank's capital or if there were a significant
deterioration in the bank's liquidity buffer.

PRINCIPAL METHODOLOGY

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

FULL LIST OF ALL AFFECTED RATINGS

Issuer: National Reserve Bank

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b3

Baseline Credit Assessment, Affirmed b3

Long-term Counterparty Risk Assessment, Affirmed B2(cr)

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

Long-term Counterparty Risk Rating, Affirmed B2

Short-term Counterparty Risk Rating, Affirmed NP

Long-term Bank Deposits Affirmed B3, Outlook Remains Stable

Short-term Bank Deposits, Affirmed NP

Outlook Action:

Outlook Remains Stable



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

BRITISH STEEL: Jingye Group Drops Out Running to Buy Business
-------------------------------------------------------------
Michael Pooler and Yuan Yang at The Financial Times report that
Jingye Group has pulled out of the running to buy British Steel,
dealing a blow to efforts to rescue the stricken manufacturer and
safeguard thousands of jobs.

The Chinese company had submitted an offer for the whole of the
UK's second-largest steelmaker, which collapsed into insolvency two
months ago after its request for a GBP30 million state bailout was
rejected, the FT relays, citing two people briefed on the matter.

The company told the FT that it was "no longer considering" the
acquisition, having changed its mind in the past few days.

The two people said another offer for British Steel has come from a
Turkish group, the FT notes.

According to the FT, the official receiver, a court-appointed civil
servant overseeing the compulsory liquidation, declined to comment
on individual bidders, but said a number of parties had reconfirmed
their interest in acquiring the whole of British Steel.

The costs of the insolvency process are being underwritten by
government, the FT discloses.


DEBENHAMS PLC: Sports Direct to Push Through with Suit Over CVA
---------------------------------------------------------------
Gurpreet Narwan at The Times reports that Sports Direct has
insisted that it will not drop a lawsuit against Debenhams over the
department store chain's plan to close outlets as part of an
insolvency process.

Debenhams is planning to close 50 of its 166 British shops after
creditors approved a company voluntary arrangement (CVA) in May,
The Times discloses.  The arrangement will also secure lower rents
on more than 100 shops, The Times notes.

The arrangement was agreed after the company entered a pre-pack
administration a month earlier, The Times recounts.  This placed
Debenhams in the hands of lenders and wiped out the value of
shareholders' interests, The Times notes.  Sports Direct, which
held a 30% stake in the business, is estimated to have lost GBP150
million of shareholders' money by investing in the chain, The Times
states.


DIRECT LINE: S&P Ups Restricted Tier 1 Notes Rating to 'BB+'
------------------------------------------------------------
S&P Global Ratings affirmed its 'A' long-term insurer financial
strength and issuer credit ratings on U K Insurance Ltd. (UKI), the
core operating subsidiary of U.K.-domiciled Direct Line Insurance
Group PLC (DLG). S&P also affirmed the 'BBB+' issuer credit rating
on the group's holding company DLG. The outlook is stable.

At the same time, S&P raised the rating on DLG's restricted tier 1
(RT1) notes to 'BB+' from 'BB' and affirmed the rating on its tier
2 subordinated notes at 'BBB+'.

S&P said, "The stable outlook reflects our view that DLG will
continue to maintain capital adequacy at least comfortably at the
'A' level over the next 24 months, under our risk-based capital
model. We also expect that DLG will maintain stable earnings during
this period, a conservative investment profile, and a strong
competitive position in the U.K. non-life market."

Although S&P considers a downgrade unlikely in the next two years,
it could lower the rating if:

-- The group's capital adequacy were to fall below the 'A'
category and the group was unable or not committed to rebuilding
capital to meet S&P's 'A' level requirement; or

-- The group's underwriting profitability and market share
significantly deteriorated with combined ratios consistently above
100%.

S&P considers an upgrade unlikely in the next two to three years.
However, S&P would consider raising the rating if DLG's management
committed to maintaining its capital consistently at the 'AAA'
confidence level.

The rating action on DLG's RT1 notes follows S&P's review of the
notes under its revised criteria.

The rating on DLG reflects the group's leading position in the U.K.
personal lines insurance market and its very strong capital
adequacy under S&P's risk-based capital model. The rating also
reflects the consistent underwriting profits DLG's management has
delivered since the group listed on the London Stock Exchange in
2012. The group remains relatively undiversified outside of the
U.K. personal lines market.

Following the new criteria implementation, the rating on the RT1
notes is now three notches below the long-term issuer credit rating
(ICR) on DLG:

-- One notch to reflect the notes' subordination to the company's
senior obligations;

-- One notch to reflect the risk of a potential temporary
write-down of principal; and

-- One notch to reflect the payment risk created by the mandatory
and optional coupon cancellation features.

S&P said, "The rating on these notes was previously one notch
lower, because we believed that the payment risk was higher than
for the group's other hybrid instruments. We now believe that the
payment risk on these notes is not materially greater than for the
group's tier 2 hybrids, which would also be required to defer
coupons upon a breach of DLG's solvency capital requirement (SCR).
We believe that one notch is sufficient to reflect the payment risk
on these notes as well as on the group's other hybrids, in part
because the SCR coverage level has been strong and is expected to
remain so with limited sensitivity or volatility. The SCR stood at
170% on Dec. 31, 2018.

"We will monitor DLG's SCR coverage and capital plans to assess
whether the ICR adequately incorporates the payment risk associated
with DLG's hybrid instruments. An unexpected deterioration in the
group's regulatory solvency position not accompanied by our raising
the ICR, or increased sensitivity to stress, could lead us to lower
the rating on the notes by widening the notching between them and
the ICR, in order to ensure that the rating on the hybrid
instruments follows a measured transition to default."


ENQUEST PLC: S&P Affirms B- Rating on Debt Reduction, Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' ratings on U.K.-based oil and
gas exploration and production company EnQuest PLC and its senior
unsecured debt.

The rating affirmation reflects S&P Global Ratings' view of
EnQuest's ongoing balance-sheet deleveraging process, which started
in 2018 and will likely accelerate this year, but also the
company's adequate liquidity position that could be challenged by a
weaker market environment.

EnQuest managed to reduce S&P Global Ratings-adjusted debt to
EBITDA to about 4x from 10x in 2017, and we forecast it will be
3x-4x in 2019-2020. Whilst some of the cash flows from the Kraken
and Magnus oil fields will go to repaying the ring-fenced financing
provided by Oz Management, as well as to BP according to the terms
of the Magnus cash flow sharing agreement, we believe that the
company will generate sufficient operating cash flows to repay its
debt and sustainably deleverage the balance sheet. This assumes a
$60 oil price and production levels within the published guidance
of 63 thousand-70 thousand barrels of oil per day (kbopd) for the
full year. While S&P views short-term hedging as positive, it
believes that a higher rating would require a more robust liquidity
position that is less dependent on operating cash flow and,
ultimately, the oil price. As such, a refinancing or additional
liquidity sources could support the company until absolute debt is
lower.

EnQuest is currently in harvesting mode, with the production level
up by about 90% compared with the 2015 average, and reserves at
their highest level since the company was created. Nevertheless,
S&P's assessment of the business also takes into account the
mid-to-long-term requirement to replace reserves, with some organic
opportunities at Magnus and Kraken, amongst other fields, although
these could also require supplemental inorganic measures. As such,
anticipated deleveraging over the next two years will take place
concurrently with a relative reserve depletion via the
approximately 25 million barrels of oil (boe) produced annually.
Additionally, while deleveraging is one of the company's key
objectives, it could also hinder EnQuest's ability to make material
investments over time reducing the reserve life index from 10 years
(on a 2P [proven plus probable] basis).

Nonetheless, the company's financial profile will benefit from debt
repayments and high production levels, and the impact of those will
largely be dependent on actual oil price realizations. S&P said,
"While our base case assumes prices below the current spot,
implying potential short-term upside, we believe the company would
be unable to withstand oil prices falling to below $50, per barrel
for a longer period, which is a possible scenario. We therefore
capture in our assessment a higher level of volatility than for
larger and modestly more diversified peers. In our base case, we
project leverage below 4x, and because the company uses free
operating cash flows (FOCF) to reduce absolute financial debt, we
could see a gradual improvement in EnQuest's financial risk
profile."

S&P said, "The positive outlook reflects our view of the company's
ongoing deleveraging process that would continue in 2019 and 2020,
supported by the sustained production levels of more than 60 kboepd
in each year, lower spending, and relatively supportive oil prices
in the short-to-medium term. This will result in strong annual FOCF
generation of about $450 million-$550 million, slightly higher than
in 2018. We forecast adjusted debt to EBITDA of about 3.5x over the
next couple of years.

"We could lower the rating if group production does not meet the
guidance of 63-70 kboepd in 2019, or if oil prices drop materially
below our $55 long-term assumption. This could result in an
unsustainable capital structure. We could also consider lowering
the ratings if we anticipate that EnQuest's liquidity will
deteriorate as a result of lower FOCF, or if market conditions
indicate a risk of a distressed exchange.

"We could raise the rating on EnQuest by one notch in the coming
twelve months if its operational performance and the market
environment are at least in line with our base case in terms of oil
price and production. At the same time, the company would have to
continue to use FOCF to reduce absolute debt. For an upgrade, we
would have to see the company's liquidity position strengthening,
with the company having less debt amortizations needing to be
covered by oil-price-sensitive FOCF generation. FFO to debt of more
than 30% and debt to EBITDA of less than 3x could also support an
upgrade."

HAWKSMOOR MORTGAGE 2019-1: Moody's Rates Class G Notes (P)Ca(sf)
----------------------------------------------------------------
Moody's Investors Service assigned provisional long-term credit
ratings to Notes to be issued by Hawksmoor Mortgage Funding 2019-1
plc:

GBP [ ]M Class A Mortgage Backed Floating Rate Notes due May 2053,
Assigned (P)Aaa (sf)

GBP [ ]M Class B Mortgage Backed Floating Rate Notes due May 2053,
Assigned (P)Aa3 (sf)

GBP [ ]M Class C Mortgage Backed Floating Rate Notes due May 2053,
Assigned (P)Baa1 (sf)

GBP [ ]M Class D Mortgage Backed Floating Rate Notes due May 2053,
Assigned (P)Ba1 (sf)

GBP [ ]M Class E Mortgage Backed Floating Rate Notes due May 2053,
Assigned (P)B2 (sf)

GBP [ ]M Class F Mortgage Backed Floating Rate Notes due May 2053,
Assigned (P)Caa2 (sf)

GBP [ ]M Class G Mortgage Backed Floating Rate Notes due May 2053,
Assigned (P)Ca (sf)

Moody's has not assigned ratings to the GBP [ ]M Class H Mortgage
Backed Zero Coupon Notes due May 2053, GBP   [ ]M Class X Floating
Rate Note due May 2053, the GBP [ ]M Class Z1 Floating Rate Note
due May 2053 and GBP
[ ]M Class Z2 Zero Coupon Notes due May 2053 or the S and R
Certificates.

The portfolio backing this transaction consists of UK
Non-conforming residential mortgage loans originated, among others,
by GE Money Home Lending Limited, GE Money Mortgages Limited and
IGroup2 Limited. The legal title to the mortgages will be held by
Kensington Mortgage Company Limited (not rated).

On the closing date Clearwater Seller Limited (not rated) will sell
the portfolio to Hawksmoor Mortgage Funding 2019-1 plc. The
securitized portfolio comprises loans acquired by Clearwater Seller
Limited pursuant to the exercise of portfolio call options in
relation to each HAWKSMOOR MORTGAGES 2016-1 PLC and Hawksmoor
Mortgages 2016-2 plc and additional loans with an aggregate amount
of [88.4]M acquired from Junglinster S.a r.l (not rated).

RATINGS RATIONALE

The ratings take into account the credit quality of the underlying
mortgage loan pool, from which Moody's determined the MILAN Credit
Enhancement and the portfolio expected loss, as well as the
transaction structure and legal considerations. The expected
portfolio loss of [4.5]% and the MILAN required credit enhancement
of [16.0]% serve as input parameters for Moody's cash flow model
and tranching model, which is based on a probabilistic lognormal
distribution.

Portfolio expected loss of [4.5]%: this is based on Moody's
assessment of the lifetime loss expectation taking into account:
(i) the weighted average CLTV of around [70.9]% on a non-indexed
basis; (ii) the collateral performance to date along with an
average seasoning of [12.7] years; (iii) [13.9]% of the pool is in
arrears for more than 30 days as of the cut-off date; (iv) more
than [11.4]% of the pool was restructured in the past and c. [3.7]%
of the loans were in active litigation as of May 2019; (v) the
current macroeconomic environment and its view of the future
macroeconomic environment in the UK, and (vi) benchmarking with
similar transactions in the UK Non-conforming sector.

MILAN CE of [16.0]%: this follows Moody's assessment of the
loan-by-loan information taking into account the historical
performance available and the following key drivers: (i) the
relatively low weighted average CLTV of [70.9]% on a non-indexed
basis; (ii) the high proportion of self-employed borrowers at
[31.7%]; (iii) the presence of [30.4]% of loans where the borrower
self-certified their income or where income verification type is
uknown; (iv) around [64.5]% of interest only loans; (v) borrowers
with adverse credit history accounting for [13.5]% of the pool;
(vi) [13.9]% of the loans are in arrears for more than 30 days as
of the cut-off date; (vii) the presence of [11.4]% loans
restructured in the past with c.[3.7]% of loans being in active
litigation as of May 2019, and (viii) benchmarking with other UK
Non-conforming RMBS transactions.

At closing the mortgage pool balance will consist of GBP [2,519]
million of loans. The total reserve fund will be funded to [2.25]%
of the outstanding principal balance of Classes A to H Notes on any
interest payment date with a floor of [1.5]% of outstanding
principal balance of Classes A to H as of closing. Once the Class G
Note is redeemed, any remaining balance of the Reserve Fund will
become part of the available revenue proceeds. The total reserve
fund will be split into the Liquidity Reserve Fund and the
Non-Liquidity Reserve Fund. The Liquidity Reserve Fund Required
Amount will be equal to [2.25]% of outstanding principal balance
Class A with a floor of [1.0]% and will be available only to cover
senior expenses, Class A interest and payment to S Certificates.
The Non-Liquidity Reserve Fund will be equal to the difference
between the total reserve fund and the Liquidity Reserve Fund, and
will be used to cover interest shortfalls and to cure PDL on
Classes A to G.

Operational risk analysis: KMC will be acting as a servicer. The
issuer will delegate to KMC as the legal title holder, the
responsibility over certain servicing policies and setting of
interest rates. To mitigate servicing disruption risk, there will
be a back-up servicer facilitator, Intertrust Management Limited
(not rated), and an independent cash manager, U.S. Bank Global
Corporate Trust Limited (not rated; a subsidiary of U.S. Bancorp
(A1)). To ensure payment continuity over the transaction's lifetime
the transaction documents incorporate estimation language whereby
the cash manager can use the three most recent servicer reports to
determine the cash allocation in case no servicer report is
available. The transaction also benefits from principal to pay
interest for the Class A Notes and for Classes B to G Notes,
subject to certain conditions being met.

Interest rate risk analysis: [99.97]% of the portfolio pay a
floating rate of interest, while the remaining [0.03]% pay a fixed
rate for life. As is the case in many UK RMBS transactions this
basis risk mismatch between the floating rate on the underlying
loans and the floating rate on the Notes will be unhedged. Moody's
has applied a stress to account for the basis risk, in line with
the stresses applied to the various types of unhedged basis risk
seen in UK RMBS.

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

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

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

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Significantly different loss assumptions compared with its
expectations at close, due to either a change in economic
conditions from its central scenario forecast or idiosyncratic
performance factors would lead to rating actions. For instance,
should economic conditions be worse than forecast, the higher
defaults and loss severities resulting from a greater unemployment,
worsening household affordability and a weaker housing market could
result in a downgrade of the ratings. Downward pressure on the
ratings could also stem from: (i) deterioration in the Notes'
available credit enhancement; (ii) counterparty risk, based on a
weakening of a counterparty's credit profile; or (iii) any
unforeseen legal or regulatory changes. Conversely, the ratings
could be upgraded: (i) if economic conditions are significantly
better than forecasted; (ii) upon deleveraging of the capital
structure; or (iii) in case of a better than expected performance.

JEWEL UK: S&P Withdraws 'B+' Long-Term Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings withdrew the ratings on Jewel UK Midco.

On July 18, 2019, S&P Global Ratings withdrew its 'B+' long-term
issuer credit rating on Jewel UK Midco Ltd., the intermediate
holding company for the U.K.-based Watches of Switzerland Group, at
the company's request. At the time of withdrawal, the outlook was
stable.

LENDY: Group Linked to Stewart Day Emerges as Largest Borrower
--------------------------------------------------------------
Naomi Rovnick at The Financial Times reports that troubled property
development schemes spearheaded by a financially stretched former
football club chairman account for almost a fifth of the money owed
to investors in collapsed peer-to-peer lending platform Lendy.

The P2P platform, which had offered retail investors a 12% return
before it failed in May, extended GBP27 million of loans to
companies controlled by Stewart Day, the former chairman of Bury
Football Club, that have since gone into administration, the FT
relays, citing Companies House filings.

According to the FT, a spokesman for the Lendy's administrators RSM
confirmed that Lendy has GBP152 million of loans that are yet to be
repaid, including the GBP27 million that was borrowed by Mr. Day's
companies to build student flats in various British cities.

The RSM spokesman confirmed a group of companies linked to Mr. Day
was by far Lendy's largest borrower, the FT states.

Lendy's investors face losing up to 93% of their money, RSM said
this week, because a large proportion of its outstanding property
development and bridging loans have entered insolvency proceedings,
the FT notes.

The platform, which was started by Portsmouth entrepreneurs Liam
Brooke and Tim Gordon in 2012 and rose to prominence as the sponsor
of the Cowes Week annual regatta, collapsed after the Financial
Conduct Authority froze payments in and out of its accounts because
of serious concerns over its business model, the FT recounts.


RSA INSURANCE: S&P Raises Restricted Tier 1 Notes Rating to 'BB+'
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'A' long-term issuer credit and
financial strength ratings on the core subsidiaries of
U.K.-domiciled RSA Insurance Group. The outlook is stable.

S&P also raised its rating on RSA's RT1 notes to 'BB+' from 'BB'
and affirmed its ratings on its subordinated notes at 'BBB+'.

The rating action on RSA's RT1 notes follows a review of the notes
under its revised criteria.

S&P said, "The stable outlook indicates that we expect RSA to
maintain a comfortable excess of capital at the 'BBB' level under
our model over the next three years. The group has refocused on its
core markets and its transformation plans; we anticipate that this
will allow RSA to continue to record results that are at least in
line with those of its non-life European peers."

S&P could lower the ratings on RSA if:

-- Its competitive position deteriorated, either through
over-reliance on one market or an unexpected weakening of its brand
and leading market positions in the U.K., Canada, and Scandinavia;

-- S&P saw a failure to maintain the recent improvements in
underwriting performance and expense management, demonstrated by
combined ratios consistently above 95%; or

-- Capital adequacy weakened to below our 'BBB' benchmark, or if
S&P saw a substantial increase in exposure to market risk through
allocation to riskier assets, or foreign exchange risk.

S&P said, "We view an upgrade as unlikely in the next two years.
However, a commitment to holding a higher level of capital adequacy
under our model, combined with continuing strong and stable
earnings, could lead us to raise our ratings on RSA.

"The group has a diverse portfolio of risks and has embedded its
risk management framework, which enabling it to optimize profitable
returns across the group. However, we consider RSA's capital and
underwriting margins to be weaker than most of its 'A+' rated
peers."

Following the implementation of S&P's revised criteria, the rating
on the RT1 notes is now three notches below the long-term issuer
credit rating (ICR) on RSA:

-- One notch to reflect the notes' subordination to the company's
senior obligations;

-- One notch to reflect the risk of a potential temporary
write-down of principal; and

-- One notch to reflect the payment risk created by the mandatory
and optional coupon cancellation features.

S&P said, "The rating on these notes was previously one notch lower
because we considered the payment risk was higher than for the
group's other hybrid instruments. We no longer consider the payment
risk on these notes to be materially greater than for the group's
Tier 2 hybrids, which would also be required to defer coupons upon
a breach of RSA's Solvency Capital Requirement (SCR). We view one
notch as sufficient to reflect the payment risk on these notes, as
well as the group's other hybrids, in part because the SCR coverage
level has been strong and is expected to remain so, with limited
sensitivity or volatility. The SCR stood at 170% on Dec. 31, 2018.

"We will monitor RSA's SCR coverage and capital plans to assess
whether the ICR adequately incorporates the payment risk associated
on RSA's hybrid instruments. An unexpected deterioration in the
group's regulatory solvency position not accompanied by a rating
action, or increased sensitivity to stress, could lead us to lower
the rating on the notes by widening the notching between them and
the ICR, to ensure the hybrid instrument ratings would follow a
measured transition to default."


SIGNET UK: Moody's Downgrades CFR to Ba2, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Signet UK Finance plc's
Corporate Family Rating to Ba2 from Ba1, downgraded its senior
notes to Ba2 from Ba1, downgraded its Probability of Default Rating
to Ba2-PD from Ba1-PD and downgraded its Speculative Grade
Liquidity Rating from SGL-1 to SGL-2. The outlook remains
negative.

"Signet's leverage will remain elevated as the company works to
stabilize its operational performance and keep pace with the
jewelry industry" Moody's Vice President Christina Boni stated.
"Conservative financial policy will be required to improve its
credit profile during its transformation," Boni further stated.

Downgrades:

Issuer: Signet UK Finance plc

Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD

Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1

Corporate Family Rating, Downgraded to Ba2 from Ba1

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD4)
from Ba1 (LGD4)

Outlook Actions:

Issuer: Signet UK Finance plc

Outlook, Remains Negative

RATINGS RATIONALE

Signet's Ba2 Corporate Family Rating reflects the company's
position as the world's largest retailer of diamond jewelry, with
its well-recognized brand names and solid market position in the
U.S., Canada and U.K. The company continues to work to mitigate its
recent losses of market share, enhance its online capabilities and
reduce its store square footage as its traverses a changing retail
environment. The company has lapsed the outsourcing of its credit
program, which substantially reduces risk on its balance sheet. Its
credit offering remains integral to its business model.

The credit profile also reflects Signet's good liquidity and its
commitment to reducing leverage. Signet has a clearly stated
capital allocation policy which includes an adjusted leverage ratio
target between 3.0 to 3.5x (as defined by Signet) which Moody's
expects the company to exceed this year. Although the company has
significant unencumbered assets (primarily its inventory) the
company must refinance its unsecured revolver and term loan which
come due in July 2021. The company's narrow focus on a
discretionary product with a demonstrated sensitivity to weak
economic conditions is also reflected in the rating.

The negative outlook reflects Moody's view that Signet will need to
maintain a conservative financial policy which prioritizes debt
reduction as it works to transform its business and reduce its
store footprint. The outlook also highlights the continued risk to
stabilizing its market position and improving profitability despite
its progress to date on its cost saving initiatives.

Factors that could result in an upgrade over the long term include
consistent profitable sales and operating income growth and margin
expansion while maintaining good liquidity, conservative financial
policy and a consistent track record of success with its
outsourcing arrangements. Quantitatively, rating could be upgraded
if lease-adjusted Debt/EBITDA (including preferred) sustained below
3.0x and adjusted EBIT/Interest (including preferred) above 3.25x.

Factors that could result in a downgrade include a continued
decline in sales or operating margins, disruption to its credit
outsourcing arrangements that negatively impacts its business
profile, more aggressive financial policies or meaningful erosion
in liquidity. Quantitatively, ratings could be downgraded if
lease-adjusted Debt/EBITDA (including preferred) approaches 4.0x,
or adjusted EBIT/Interest (including preferred) below 2.25x.

Signet UK Finance plc is an indirect subsidiary of Bermuda-based
Signet Jewelers Limited. Signet Jewelers Limited is the world's
largest retailer of diamond jewelry. As of the first quarter of
fiscal 2020, the North American segment operated 2,703 locations in
the US and 124 locations in Canada, while the international segment
operated 473 stores in the United Kingdom, Republic of Ireland, and
Channel Islands.

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

STEVEN BROWN: Cash Flow Issues Prompt Administration
----------------------------------------------------
Business Sale reports that Steven Brown Art Ltd, famous for its
colourful McCoo art and print range, has announced that it has
entered administration as a result of prolonged cash flow issues
and pressure from creditors.

The company has appointed Tom MacLennan --
tom.macLennan@frpadvisory.com --
and Arvindar Jit Singh -- arvindarjit.singh@frpadvisory.com --
of FRP Advisory LLP as provisional liquidators of the business
after the gallery and warehouse were forced to close their doors
last week, Business Sale relates.

Ahead of the announcement, the news was confirmed to the company's
employees, before trading was ceased and both the warehouse and
gallery were closed, Business Sale notes.

All members of staff have now officially been made redundant and
will work with the administrators alongside the Redundancy Payments
Service to ensure a smooth transition, Business Sale discloses.

According to Business Sale, administrators MacLennan and Singh have
confirmed that the company's stock of artwork, merchandise and
prints will soon be sold off, alongside other company assets
including vehicles, plant and equipment.

All interested parties have been encouraged to register their
interest ahead of this assets sale, Business Sale states.


THEATRE (HOSPITALS): S&P Withdraws UK CMBS Notes Rating
-------------------------------------------------------
S&P Global Ratings withdrew its credit ratings on Theatre
(Hospitals) No. 1 PLC and Theatre (Hospitals) No. 2 PLC.

On Nov. 16, 2018, S&P placed on CreditWatch negative its ratings on
Theatre (Hospitals) No. 1 and Theatre (Hospitals) No. 2. These
CreditWatch negative placements were due to the uncertainty
regarding the effect that the proposed restructuring could have on
the transactions' creditworthiness.

The transactions' restructuring, which completed in December 2018,
consisted of changes to the loan maturities, the signing of a new
hedge agreement, and additional debt issued without any collateral
added to the transactions, among other changes.

The withdrawal of S&P's ratings on Theatre (Hospitals) No. 1 and
Theatre (Hospitals) No. 2 is due to insufficient information
required to perform our ongoing surveillance for each transaction.
S&P is unable to adequately assess the transactions'
creditworthiness following the completed restructure.

Theatre (Hospitals) No. 1 and Theatre (Hospitals) No. 2 are true
sale transactions that both closed in June 2007 and were initially
backed by a pool of 36 loans.

VICTORIA PLC: Moody's Assigns B1 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a first-time B1 corporate family
rating and assigned a probability of default rating of B1-PD to
European flooring company Victoria PLC. Concurrently Moody's has
assigned a B1 rating to the new EUR 330 million senior secured
notes due 2024. The outlook is stable.

The rating action reflects the company's:

  -- Leading positions in fragmented markets with low exposure to
new construction

  -- Sale of discretionary items with exposure to the economic
cycle

  -- Recent history of rapid acquisitive growth

  -- Moderate leverage and solid cash flows with balanced financial
policies

The rating action follows the proposed issuance of new senior
secured notes, alongside a new GBP 143 million term loan and GBP 60
million revolving credit facility, which will be used to refinance
Victoria's existing debt, to pay associated fees and expenses, for
working capital and general corporate purposes.

RATINGS RATIONALE

The B1 CFR reflects Victoria's: (1) leading positions within the
fragmented European European soft flooring and ceramic tiles
markets; (2) focus on independent retail channels with greater
customer diversity and pricing power; (3) low exposure to the new
construction segment; and (4) Moody's-adjusted leverage expected to
trend towards 4.5x in the next 12-18 months, with high single-digit
percentage free cash flow / debt.

The rating also reflects the company's (1) rapid pace of change
through a recent history of transformative acquisitions; (2)
activities in mature markets with limited growth and competitive
pressures; (3) sale of consumer discretionary items with exposure
to the economic cycle; and (4) raw material and currency
exposures.

Since fiscal year 2015, ended March 31, 2015, Victoria has embarked
on an extensive acquisition strategy transforming the company's
scale, geographic coverage and product offering, with revenues
increasing from GBP 127 million to over GBP 574 million in fiscal
2019. This has been achieved through a balanced financial policy
with equity issuance and maintaining company adjusted net leverage
at around 3x or below. Nevertheless the rapid acquisitive growth
gives rise to credit risks in relation to the reduced clarity of
underlying performance, potential for unknown issues in recent
acquisitions and in management and control.

Moody's expects the company to continue making one to two
acquisitions per year on average, although with increasing scale
acquisitions are expected to be less transformative than in the
recent past.

The business appears relatively well placed in what is a mature and
competitive market. It is a highly fragmented industry and the
company's focus on the independent retail channel, its leadership
in UK carpets and quality cornerstone investments in European
ceramics are credit positive. There is a degree of cyclicality with
larger discretionary spend subject to the economic cycle although
this partially mitigated by the focus on refurbishments and lower
exposure to new construction markets.

Leverage on a Moody's-adjusted basis is 4.8x at March 2019, pro
forma for the proposed transaction and the full year effect of
acquisitions. Moody's includes deferred consideration and earnout
obligations in its calculation of adjusted debt. The rating agency
expects leverage to reduce gradually towards 4.5x in the next 12-18
months. The transaction is also supported by relatively robust
levels of cash generation with a low cost and long-life asset base,
notwithstanding the ongoing requirements to optimise the operating
footprint following acquisitions.

LIQUIDITY

The company's liquidity is adequate, and is supported by cash of
GBP 92 million at March 2019, pro forma for the transaction, as
well as a GBP 60 million revolving credit facility (RCF) which
Moody's expects to be undrawn at closing. The rating agency expects
the company to generate solid free cash flow generation of 8-10%
free cash flow / debt and believes there is limited seasonality in
the company's cash flows.

STRUCTURAL CONSIDERATIONS

The EUR 330 million Senior Secured Notes are rated B1, in line with
the CFR, reflecting their pari passu ranking alongside the senior
term loan and RCF. There is limited other debt within the company's
financial structure, largely relating to deferred consideration and
pension obligations. Security largely comprises share pledges and a
debenture over assets in the UK and Australia, and guarantees are
provided from material companies representing at least 80% of
turnover, EBITDA and gross assets.

OUTLOOK

The stable outlook assumes that the company will deliver low single
digit percentage organic growth in revenues with stable to growing
EBITDA margins and solid positive cash generation. It assumes that
recent acquisitions will be integrated successfully. The outlook
also assumes that the company will adopt a more conservative
approach to acquisitions than in recent years, and will maintain
net reported leverage at below 2.0x on a steady state basis and
below 3x to finance acquisitions.

WHAT WOULD CHANGE THE RATING UP / DOWN

An upgrade in the ratings would require a further period of
stability following recent transformative acquisitions,
demonstrating their successful integration, with underlying growth
in revenues and stable profitability. Quantitatively the ratings
could be upgraded if Moody's-adjusted leverage reduces sustainably
below 3.5x, with free cash flow / debt above 10% and the company
maintaining satisfactory liquidity.

The ratings could be downgraded if there is a material
deterioration in operating performance including organic growth
rates or margins. A downgrade could also occur if Moody's-adjusted
leverage increases above 5x for a sustained period, if free cash
flow / debt reduces to low single digit percentages for a sustained
period, or if liquidity concerns arise.

LIST OF AFFECTED RATINGS

Issuer: Victoria plc

Assignments:

LT Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

BACKED Senior Secured Regular Bond/Debenture, Assigned B1

Outlook Action:

Outlook, Assigned Stable

COMPANY PROFILE

Victoria plc was founded in 1895 in the United Kingdom, and is an
international designer, manufacturer and distributor of flooring
products across carpets, ceramic tiles, underlay, luxury vinyl
tile, artificial grass and flooring accessories. Victoria is listed
on AIM in London with a market capitalisation of GBP 614 million
(as of July 11, 2019). In fiscal 2019 the company generated
revenues of GBP 574 million and company adjusted EBITDA of GBP 96
million.

PRINCIPAL METHODOLOGY

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

YORK POTASH: S&P Assigns Prelim B- Rating to $500MM Sr. Sec. Notes
------------------------------------------------------------------
S&P Global Ratings said that it assigned its preliminary 'B-'
long-term issue rating to the proposed $500 million senior secured
notes due March 2027 to be issued by U.K.-based limited-purpose
entity York Potash Intermediate Holdings plc. The outlook is
stable.

S&P's preliminary 'B-' rating on the debt reflects its view of the
'b-' construction phase stand-alone credit profile (SACP). This is
two notches lower than its 'b+' operations phase SACP.

Final ratings will depend upon receipt and satisfactory review of
all final transaction documentation, including legal opinions.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings. If S&P Global Ratings does not receive
final documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, S&P Global Ratings
reserves the right to withdraw or revise its ratings.

S&P said, "The stable outlook on the preliminary issue rating
reflects our expectation that the project will complete the
construction works without significant delay and that it will meet
the conditions to draw down on its RCF.

"We could lower the rating if we expected the project to incur cost
overruns requiring it to utilize more than $400 million of its
contingencies. We could also lower the rating if the issuer fails
to meet the conditions to draw down on its RCF, or if there are
significant delays to the construction's completion. This could
trigger an event of default under the senior financing documents,
giving the senior creditors the right to accelerate the debt.

"We are unlikely to upgrade York Potash Intermediate Holdings
during the first half of the construction phase. We could raise the
rating if construction advances ahead of schedule and under budget
and if highly certain sources of funding exceed total remaining
cash requirements."


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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