---

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

                          E U R O P E

          Friday, August 30, 2019, Vol. 20, No. 174

                           Headlines



G E R M A N Y

SENVION: No Buyer for Turbine Business, Layoffs Expected


I R E L A N D

CONTEGO CLO II: Moody's Affirms EUR10.8M Cl. F-R Notes Rating to B1
TAURUS CMBS 2007-1: DBRS Confirms B Rating on Class B Notes


N E T H E R L A N D S

BNPP AM 2019: Fitch Assigns B- Rating to Class F Debt
BNPP AM 2019: Moody's Assigns B3 Rating to EUR10MM Class F Notes


R U S S I A

CENTROCREDIT BANK: S&P Alters Outlook to Stable & Affirms B/B ICRs
KIROV REGION: Fitch Assigns BB- LT IDRs, Outlook Stable
VOKBANK JSC: Bank of Russia Acquires Shares to Avert Bankruptcy


S P A I N

PAX MIDCO: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable


U N I T E D   K I N G D O M

AFX MARKETS: Enters Special Administration, FCA Halts Trading
DECO 11: Moody's Downgrades GBP220MM Class A-1A Notes to B1
ENTERTAINMENT ONE: S&P Puts B+ Rating on Watch Pos. on Hasbro Deal
EUROHOME UK 2007-1: S&P Raises Class B2 Notes Rating to BB+ (sf)
GENESIS MORTGAGE 2019-1: S&P Assigns BB+ Rating to F-Dfrd Notes

GOALS SOCCER: Puts Itself Up for Sale After Accounting Scandal
HASHTAG HOTELS: Enters Administration, Staff Made Redundant
IRIS MIDCO: S&P Affirms 'B' LT ICR on FMP Global Acquisition
MALLINCKRODT PLC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B-
METRO BANK PLC: Fitch Assigns BB+ LT IDR; on Rating Watch Neg.

TAURUS 2019-2: Fitch Gives BB-(EXP) Rating to Class E Notes
TOOTLE: Financial Constraints Prompt Administration
WARWICK FINANCE: DBRS Assigns BB (high) Rating to Class E Notes


X X X X X X X X

[*] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW

                           - - - - -


=============
G E R M A N Y
=============

SENVION: No Buyer for Turbine Business, Layoffs Expected
--------------------------------------------------------
Tassilo Hummel at Reuters reports that bankrupt German wind turbine
manufacturer Senvion said on Aug. 28 that it has not been
successful in finding a buyer for all of its turbine business, and
that layoffs are expected to occur from September.

"We are now close to having a solution for significant core parts
of the business," Chief Executive Yves Rannou, as cited by Reuters,
said in a statement, adding that the company had the means to keep
afloat until the M&A process is concluded.

Senvion said creditors will be allowed to vote on the investor
concepts at a September 10 gathering, Reuters relates.

After an original end-June deadline for final bids was dropped,
Senvion agreed with lenders to extend loans so it could continue
negotiations with potential buyers, Reuters discloses.





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

CONTEGO CLO II: Moody's Affirms EUR10.8M Cl. F-R Notes Rating to B1
-------------------------------------------------------------------
Moody's Investors Service upgraded the ratings on two classes of
notes and affirmed four of the following notes issued by Contego
CLO II B.V.:

EUR209,500,000 Class A-R Senior Secured Floating Rate Notes due
2026, Affirmed Aaa (sf); previously on Oct 24, 2018 Affirmed Aaa
(sf)

EUR37,600,000 Class B-R Senior Secured Floating Rate Notes due
2026, Affirmed Aa1 (sf); previously on Oct 24, 2018 Upgraded to Aa1
(sf)

EUR24,250,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2026, Affirmed A1 (sf); previously on Oct 24, 2018
Upgraded to A1 (sf)

EUR16,250,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2026, Upgraded to Baa1 (sf); previously on Oct 24, 2018
Affirmed Baa2 (sf)

EUR23,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2026, Upgraded to Ba1 (sf); previously on Oct 24, 2018
Affirmed Ba2 (sf)

EUR10,800,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2026, Affirmed B1 (sf); previously on Oct 24, 2018
Upgraded to B1 (sf)

Contego CLO II B.V., issued in November 2014 is a collateralised
loan obligation backed by a portfolio of mostly high-yield senior
secured European loans. The transaction was refinanced in August
2017. The portfolio is managed by Five Arrows Managers LLP. The
transaction's reinvestment period has ended in November 2018.

RATINGS RATIONALE

The upgrades of the notes are primarily a result of the transaction
having reached the end of the reinvestment period in November 2018
and Class A having started to amortise in February 2019.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR 349.7M, a
weighted average default probability of 21.30% (consistent with a
WARF of 2879 over a WAL of 4.73 years), a weighted average recovery
rate upon default of 45.51% for a Aaa liability target rating, a
diversity score of 44 and a weighted average spread of 3.63%.

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes, in light of uncertainty about credit conditions in the
general economy. CLO notes' performance may also be impacted either
positively or negatively by 1) the manager's investment strategy
and behavior and 2) divergence in the legal interpretation of
documentation by different transactional parties because of
embedded ambiguities.

Additional uncertainty about performance is due to the following:

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

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

TAURUS CMBS 2007-1: DBRS Confirms B Rating on Class B Notes
-----------------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the
Commercial Mortgage-Backed Floating Notes Due February 2020 issued
by Taurus CMBS (Pan-Europe) 2007-1 Limited (the Issuer):

-- Class B confirmed at B (sf)
-- Class C confirmed at CCC (sf)
-- Class D confirmed at C (sf)

DBRS also removed its Interest in Arrears designation previously
assigned to the Class B notes as it no longer carries any interest
shortfall amount since the November 2018 interest payment date. The
rating of Class B notes now carries a Stable trend. The Class C and
D notes have interest in arrears and their ratings do not carry any
trends.

The confirmation of the notes is due to the deleveraging of the
only remaining loan, the Fishman JEC loan, through the disposal of
properties with a loan-to-value ratio decreasing to 68.6% as of
August 2019 reporting from a high of 100.9%, according to the
August 2016 servicing report.

As of the August 2019 servicer report, the transaction's
outstanding balance was EUR 49.9 million, representing a 90.9%
paydown of the notes since issuance. The Fishman JEC loan was
transferred to special servicing in May 2014, following the
borrower's initiation of safeguard proceedings, which were accepted
by the French courts in September 2015. Expected recoveries on the
notes are generally higher than what is indictive of their rating
levels; however, due to the extension of the loan maturity to
December 2020 (as part of the Safeguard proceedings), the repayment
of the notes before the notes' final legal maturity in February
2020 is fully dependent on the special servicer successfully
disposing the remaining assets by the February 2020 final legal
maturity. DBRS continues to monitor the progress of the special
servicer to successfully dispose of the remaining assets and the
subsequent repayment of the remaining notes at each interest
payment date on or before final legal maturity.

At issuance, the loan was secured by 20 office and industrial
properties located throughout France. As of the August 2019
investor report, seven assets remain to be disposed of before the
loan repayment date of December 2020. The sale of the Vitrolles
asset has been agreed upon according to the servicer and was to be
finalized in July 2019. This, however, has now been postponed until
October 2019. If the sale of the Vitrolles asset goes through at or
near market value (MV) (EUR 11.6 million, as of June 2017
valuation) it will significantly pay down the remainder of the
Class B notes (EUR 8.0 million). The Thales portfolio, which
contains three assets located in Meru, Cholet, and Brest was
originally scheduled to be sold in Q3 2018; however, it appears
that their lease is still holding over. The lease originally
expired in May 2018 and was scheduled to roll into automatic
six-month leases at expiration. The Thales portfolio represents EUR
42.5 million (58.4% of MV) or 85.2% of the remaining loan balance
and likely a sale of the portfolio would represent a significant
paydown of the remaining notes. The sale of the Limonest asset was
also postponed after the main tenant gave the notice to vacate in
August 2018. A new tenant in October 2018 signed a new lease for
227 square meters and an additional tenant (a school) signed 1,222
square meters (sqm) for the start of May 13, 2019, with an
additional 800 sqm being currently negotiated with a French bank.
This represents approximately 24.7% of the total Net Lettable Area
to have recently signed, assuming the French bank lease closes as
agreed upon. The property has a value of EUR 17.5 million (24.0% of
MV). The remaining two assets (the Onet le Chateau and Tulle
assets) combine for a total of only 1.8% of remaining MV.

Notes: All figures are in Euros unless otherwise noted.



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

BNPP AM 2019: Fitch Assigns B- Rating to Class F Debt
-----------------------------------------------------
Fitch Ratings assigned BNPP AM Euro CLO 2019 B.V final ratings.

The transaction is a cash flow collateralised obligation (CLO). It
comprises primarily European senior secured obligations (at least
90%) with a component of senior unsecured, mezzanine, second-lien
loans and high-yield bonds. Net proceeds from the note issuance are
being used to fund a portfolio with a target par of EUR400 million.
The portfolio is managed by BNP Paribas Asset Management France
SAS. The CLO envisages a 4.5-year reinvestment period and an
8.5-year weighted average life (WAL).

BNPP AM Euro CLO 2019 B.V.
   
Class X;    LT AAAsf New Rating;  previously at AAA(EXP)sf

Class A;    LT AAAsf New Rating;  previously at AAA(EXP)sf

Class B-1;  LT AAsf New Rating;   previously at AA(EXP)sf

Class B-2;  LT AAsf New Rating;   previously at AA(EXP)sf

Class C;    LT A+sf New Rating;   previously at A(EXP)sf

Class D;    LT BBB-sf New Rating; previously at BBB-(EXP)sf

Class E;    LT BB-sf New Rating;  previously at BB-(EXP)sf

Class F;    LT B-sf New Rating;   previously at B-(EXP)sf

Sub. Notes; LT NRsf New Rating;   previously at NR(EXP)sf

KEY RATING DRIVERS

B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch weighted average rating factor (WARF) of the
identified portfolio is 33.0.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch
weighted average recovery rating (WARR) of the identified portfolio
is 64.8%.

Diversified Asset Portfolio

The transaction has several Fitch test matrices with different
allowances for exposure to the 10 largest obligors (maximum 17% and
23%). The manager can then interpolate between these matrices. The
transaction also includes limits on maximum industry exposure based
on Fitch industry definitions. The maximum exposure to the three
largest (Fitch-defined) industries in the portfolio is covenanted
at 40%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.

Portfolio Management

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

No Unhedged Obligation

The manager is allowed to invest up to 30% into non-euro assets as
long as perfect swaps are entered into for each of them as of the
settlement date.

Limited Interest Rate Risk

Up to 5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 2.5% of the target par.
Fitch modelled both 0% and 5% fixed-rate buckets and found that the
rated notes can withstand the interest rate mismatch associated
with each scenario.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to three notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to four notches for the rated notes.

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

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

DATA ADEQUACY

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised Statistical
Rating Organisations and/or European Securities and Markets
Authority-registered rating agencies. Fitch has relied on the
practices of the relevant groups within Fitch and/or other rating
agencies to assess the asset portfolio information. Overall,
Fitch's assessment of the asset pool information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

BNPP AM 2019: Moody's Assigns B3 Rating to EUR10MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by BNPP AM Euro CLO
2019 B.V.:

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

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

EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR25,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR27,400,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Baa3 (sf)

EUR21,600,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Ba3 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 97.5% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the eight month ramp-up period in compliance with the
portfolio guidelines.

BNP PARIBAS ASSET MANAGEMENT France SAS will manage the CLO. It
will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
approximately four and half year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations or credit improved
obligations.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer issued EUR35.5 million of Subordinated Notes which are not
rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR 400,000,000

Diversity Score: 40*

Weighted Average Rating Factor (WARF): 2863

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 44%

Weighted Average Life (WAL): 8.5 years

(*) The covenanted base case Diversity Score is 41, however Moody's
has assumed a diversity score of 40 as the transaction
documentation allows for the diversity score to be rounded up to
the nearest whole number whereas usual convention is to round down
to the nearest whole number.

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints, exposures to countries with LCC of
A1 or below cannot exceed 10%, with exposures to LCC of below A3
not greater than 0%.



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

CENTROCREDIT BANK: S&P Alters Outlook to Stable & Affirms B/B ICRs
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Russia-based CentroCredit
Bank JSC to stable from negative and affirmed its 'B/B' long and
short-term issuer credit ratings.

S&P revised the outlook because it believes CentroCredit Bank will
likely maintain its material capital buffer and strong capital
adequacy metrics over the next 12-18 months, supported by the
modest growth of its loan and securities portfolio and a lack of
material revaluation losses in the latter.

In first-half 2019, CentroCredit Bank's profitability recovered,
with net income of RUB7.4 billion versus a net loss of RUB0.92
billion for 2018. The 2018 loss was related to negative dynamics in
the bond market linked to uncertainties regarding new U.S.
sanctions on Russia. Revaluation gains and losses, mainly from the
bank's significant position in Russian domestic bonds, have spurred
earnings volatility.

S&P said, "Over the past two years, the bank has maintained a solid
capital buffer with our RAC ratio close to 13.7% at mid-year 2019.
We now capture the bank's market risk in our RAC ratio by viewing
securities as held on the trading book and applying a 1.5x multiple
to its market regulatory risk-weighted assets. In previous years,
we viewed the bank's securities as held on the banking book and, in
particular, applied a risk-weight of 1,000% to its equity
investments. We believe that the new approach better reflects the
medium volatility of the bank's equity investments. We also note
that the regulatory measurement of market risk in Russia complies
with the Basel standardized approach.

"We forecast that the bank's RAC ratio will be 14.0%-14.5% over the
next 12-18 months because of its still-modest asset growth and
positive results from its investments. In particular, we expect
that in 2019 the bank will likely receive about RUB5.0 billion in
gains from the revaluation of its Russian sovereign bonds
portfolio. We expect that the bank will also receive about RUB2.0
billion of dividends from its equity portfolio per year.
Furthermore, we assume under our base case that the bank will
distribute dividends of about RUB2.8 billion this year and about
RUB2.0 billion in 2020. During this time, we expect that lending
growth will not exceed 5.0% because management maintains a cautious
view on new lending. In addition, we forecast the bank's equity
positions will continue increasing by about 10% per year, with
equity investments fluctuating within the RUB20 billion-RUB23
billion range.

"Although we believe that the bank has a sufficient capital buffer
to absorb moderate securities portfolio volatility, we note that
earnings and capitalization remain highly sensitive to the dynamics
of the financial markets. Depending on market conditions, the
bank's RAC ratio may moderately deviate positively or negatively
from our base-case forecast. We also believe that the potential
illiquidity of Russian equity investments in times of stress may
cause higher losses than we capture in our RAC ratio. We,
therefore, continue viewing the bank's risk position as a negative
factor for the rating."

In 2018 and first-half 2019, the bank's asset quality remained
broadly stable. Stage 3 loans under IFRS 9 represented about 13.1%
of the gross loan portfolio as of year-end 2018, versus 13.9% in
2017. S&P notes that CentroCredit maintains the highest provision
coverage ratio among the Russian banks it rates. At mid-year 2019,
created provisions covered about 64% of the bank's gross loan
portfolio. Such a high provision ratio largely mitigates the risk
of potential loan impairments.

S&P said, "We view the bank's funding as neutral for the rating.
This reflects the material amount of the bank's capital as a stable
funding source, which underpins its stronger-than-sector-average
funding metrics. In 2018 and first-half 2019, the bank
significantly increased its repurchase agreement operations to
obtain revaluation gains from the downward interest-rate trend in
Russia. We see these transactions as neutral for our funding
assessment because of the high quality of collateral pledged
(predominantly, Russian domestic bonds) and large share of liquid
assets (about RUB11 billion) to extend or fully close them in case
of market stress. In our view, the bank's liquidity remains
adequate thanks to the bank's predominantly liquid balance sheet.
As of June 30, 2019, CentroCredit Bank's liquid assets covered more
than 100% of short-term customer deposits. The bank also had about
RUB10 billion of unpledged Russian domestic bonds, which could be
pledged as collateral with the Central Bank of Russia with a
minimal discount.

"The stable outlook on CentroCredit Bank stems from our view that
the bank will maintain strong capitalization, with the RAC ratio
sustainably above 10%, despite its large exposure to Russian equity
and fixed-income securities. Additionally, we believe that the bank
will maintain its loan book quality and provisioning coverage, and
do not expect its liquidity profile to deteriorate.

"We could take a negative rating action in the next 12-18 months if
we observed more pressure on capital than we currently envisage,
with the RAC ratio falling below 10%. This could happen in the case
of the aggressive growth of equity investments beyond our
assumptions, or due to high losses caused by a negative revaluation
of the securities portfolio. A negative rating action may also
follow if we see a material increase in management's risk appetite
for securities trading.

"We consider a positive rating action unlikely at this stage
because it would require a significant strengthening of the bank's
business position or a material reduction in its risk appetite."

KIROV REGION: Fitch Assigns BB- LT IDRs, Outlook Stable
-------------------------------------------------------
Fitch Ratings assigned the Russian Kirov Region's Long-Term
Foreign- and Local-Currency Issuer Default Ratings at 'BB-' with
Stable Outlooks.

Kirov is a medium-sized region in the north of European Russia with
population of 1.3 million residents. According to budgetary
regulation, it can borrow on the domestic market. The budget
accounts are presented on a cash basis while the region's budget
law covers three years.


KEY RATING DRIVERS

The rating reflects the following rating drivers and their relative
weights:

HIGH

Revenue Robustness and Adjustability Assessed as Weaker

Kirov's socio-economic profile has historically been weak and its
gross regional product (GRP) per capita is about 65% of the
national median. This leads to a moderate tax base and together
with the overall sluggish national economic environment, limits
prospects for growth of the region's tax base. In 2018, the region
continued marginal economic growth with an increase in GRP of 0.6%
yoy (issuer's estimate) following 0.9% growth in 2017. The region's
government expects average annual economic growth of about 1.6% yoy
in 2019-2021.

The region's revenue sources are composed of taxes (56.8% of total
revenue in 2018), most of which are income-based taxes and exposed
to economic fluctuations. Another important revenue source is
transfers from the federal budget, which contributed 38.8% of total
revenue in 2018. The latter is almost equally split between
formula-based general purpose transfers and other intergovernmental
grants. The latter are exposed to some volatility. In general,
intergovernmental grants do not sufficiently enhance the region's
fiscal capacity to cover expenditure, which is evident from the
prolonged track record of fiscal deficits in 2009-2016, averaging
8.3% of total revenue annually.

Fitch assesses Kirov's ability to generate additional revenue in
response to possible economic downturns as limited. The federal
government holds significant tax-setting authority, which limits
Russian LRGs' fiscal autonomy and revenue adjustability. The
regional governments have limited rate-setting power over three
regional taxes, special tax regimes on aggregated income, and other
minor non-tax revenue. The proportion of these revenue sources in
the region's budget revenues was about 15% in 2018 with low leeway
to increase as the limits are set by national tax regulation.

Expenditure Sustainability Assessed as Midrange

Like other Russian regions, Kirov has responsibilities in
education, healthcare, some types of social benefits, public
transportation and road construction. Education and healthcare
spending, which is of counter- or non-cyclical nature, accounted
for 31% of total expenditure in 2018. In line with other Russian
regions, Kirov is not required to adopt anti-cyclical measures,
which would inflate expenditure related to social benefits in a
downturn. At the same time, the region's budgetary policy is
dependent on the decisions of the federal authorities, which could
negatively affect the expenditure dynamic. The region has improved
control of expenditure over the last years, as evidenced by the
track record of the spending dynamic being behind that of revenue
during 2014-2018 and Fitch expects this policy to be continued in
the medium term.

Expenditure Adjustability Assessed as Weaker

Like most Russian regions, Fitch assesses Kirov's expenditure
adjustability as low. The vast majority of spending
responsibilities are mandatory for Russian subnationals, which
leads to inflexible items dominating the expenditure structure.
Consequently, the bulk of expenditure could be difficult to cut in
response to potential revenue shrinking. Fitch notes that the
region retains limited flexibility to cut or postpone capital
expenditure in case of stress, as capex has already reduced to
9%-10% in 2017-2018 from the relatively high level of 16% in 2015
following the region's intention to narrow the deficit and curb
debt growth. The ability to cut expenditure is also constrained by
the low level of per capita expenditure compared with international
peers.

Liabilities and Liquidity Robustness and Flexibility Assessed as
Midrange

The assessment is supported by a national budgetary framework with
strict rules on the region's debt management. Russian LRGs are
subject to debt stock limits and new borrowing restrictions as well
as limits on annual interest payments. Derivatives are prohibited
for LRGs in Russia. The limitations on external debt are very
strict and in practice no Russian region borrows externally.

The region's liquidity flexibility is supported by the liquidity
instruments in the form of a federal treasury line to cover
intra-year cash gaps. This treasury facility amounted to one-12th
of annual budgeted revenue (excluding intergovernmental transfers)
and can be rolled over during the financial year. The counterparty
risk associated with the liquidity providers is 'BBB', which limits
the assessment of this risk factor to Midrange.

Kirov's debt structure is balanced between market borrowings in the
form of three-year bank loans (in total 25% at July 1, 2019) and
long-term low-cost loans from the federal budget (63%). The
remaining liabilities are composed of RUB3 billion short-term
Treasury loans. The region's life of debt is stretched until 2034,
but about one-third of debt matures between 2019 and 2021, exposing
the region to refinancing risk.

Debt Sustainability Assessment: 'a'

Under the Rating Criteria for International Local and Regional
Governments, Fitch classifies Kirov, like other Russian LRGs, as a
Type B LRG, which are required to cover debt service from cash flow
on an annual basis. The assessment of debt sustainability is driven
by a primary metric - payback ratio (net adjusted debt/operating
balance), which under Fitch's rating case, would gradually
deteriorate from 8x toward 14x over the five-year scenario.

DERIVATION SUMMARY

Fitch assesses Kirov's Standalone Credit Profile (SCP) at 'b+',
which reflects a combination of a Weaker assessment of the region's
Risk Profile and a 'a' assessment of debt sustainability. The
notch-specific SCP is supported by three Midrange assessment of Key
Risk Factors, and region's moderate leverage compared with
international peers, with fiscal debt burden (net adjusted debt to
operating revenue) remaining close to 50% according to Fitch's
rating case.

Fitch applies a single-notch upward adjustment to reflect potential
extraordinary support from the federal government, particularly in
the form of intergovernmental loans, which is based on the
historical track record of support. In Fitch's view, such ad-hoc
support would be provided based on the discretional decision of the
federal government. As a result, the region's IDRs are 'BB-'.

KEY ASSUMPTIONS

Fitch's key assumptions within its base case for the issuer
include:

2019 revenue outturn close to the region's budget. For 2020-2023
assumptions are as follows:

  - Tax revenue growth in line with the national GDP nominal
growth

  - Current transfers growth in line with national inflation

  - Capital revenue are stable

  - Expenditure growth in line with national inflation

Fitch's rating case envisages the following stress compared with
the base case:

  - Stress on CIT by -3.5 pp annually in 2020-2023 in case of
weaker economic environment to reflect historical CIT volatility

  - Stress on operating expenditure by +1.2 pp annually in
2020-2023 to reflect historical opex volatility.

Federal government tends to stop new intergovernmental lending,
which is factored into Fitch's scenario analysis. Meantime, Fitch
expecst that intergovernmental lending would resume in case of
deterioration of the economic or financial stance of LRGs. The
latter is considered as ad-hoc support.

RATING SENSITIVITIES

Sustainable debt payback below nine years according to Fitch's
rating case could lead to an upgrade. A positive reassessment of
Kirov's risk profile could also be positive for the ratings.

The deterioration of the region's fiscal debt payback to beyond 13x
during the majority of Fitch's rating case or a change in Fitch's
expectation of ad-hoc support from the federal government could
lead to a downgrade.

VOKBANK JSC: Bank of Russia Acquires Shares to Avert Bankruptcy
---------------------------------------------------------------
The Bank of Russia has purchased over 99.99% of ordinary shares of
Joint-Stock Company Volgo‑Oksky Commercial Bank (Registration No.
312) (hereinafter, JSC VOKBANK).

This purchase has been made within the implementation of the Bank
of Russia's equity ownership plan to prevent JSC VOKBANK's
bankruptcy.  According to this plan, the Bank of Russia should
acquire an additional issue of JSC VOKBANK's ordinary shares in the
amount of RUR2.73 billion.




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

PAX MIDCO: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Pax Midco Spain (Areas). S&P also assigned 'B' issue ratings to
the EUR1,050 million term loans B that have a floating coupon and
mature in 2026. The recovery rating on the loans is '3', with
meaningful recovery prospects (50%-70%; rounded estimate 65%).
The ratings are in line with the preliminary ratings it assigned on
June 19, 2019.

S&P's assessment of Areas' business is based on Areas' No. 3 global
market position in its industry, its strong and longstanding
relationships with property owners and operators, and its exclusive
access to some of the major global food and beverage (F&B) brands.
S&P also factors in Areas' expertise in its operating model.
Procurement and logistics for concessions at airports and other
transport hubs are also more difficult than in other locations,
given the level of security checks required.

These factors are, to some extent, offset by its narrow focus on a
small segment of the travel concession business; the highly
fragmented and competitive nature of the concessions industry;
relatively low customer switching costs in a competitive and
price-driven industry; the geographic concentration of Areas'
revenues; and its high reliance on the travel and tourism industry,
which can be easily disrupted by economic headwinds, weather, or
other external factors like terrorist attacks.

With its focus solely on the F&B segment, Areas has a narrow
addressable market. The size of the market was estimated at about
EUR26 billion in 2017 and we expect it to grow at a compound annual
rate of 4% through to 2022, based on data from Bain & Co. With no
presence in fast-growing Asian markets, Areas addresses a market
that is worth about EUR11 billion. S&P considers most of the
countries where Areas operates, like France, Iberia, the U.S.,
Italy, and Germany, as mature markets offering low organic growth
potential. The F&B concessions market is highly competitive and
fragmented, and Areas holds a global market share of just 7%,
despite being the third-largest player. S&P expects competition to
intensify as new forms of concession model evolve, under which
property owners take equity interest in joint ventures to bid for
lots and competitors like Lagardere shift their attention to the
F&B segment for growth.

Although Areas has solid customer diversification, with over 600
transportation hub locations, it does have some degree of
geographic concentration, which S&P sees it as a weakness because
any shift in tourist flows from these countries could weigh on its
operations. Areas generates about 87% of its revenues from four
major geographic areas: France (36%), Iberia (Spain and Portugal;
28%), the U.S. (13%), and Italy (10%). Any adverse external events
like terrorist attacks, or adverse weather could alter tourist
flows and disrupt its operations.

Areas' leadership positions in France and Spain, two of the most
visited countries in Europe, lends strength to its business. The
average duration of the concession contracts is seven to 10 years,
which provides good revenue visibility. The group has also built
strong relationships with landlords, some lasting over 50 years.
S&P views this as a key strength as such relationships help the
management team to identify, assess, and take part in tendering
processes for the most coveted lots from an early stage. However,
in value terms, the renewal rate of the group for a defensive bid
in France has been less than 35% for the period 2014–2018 (71%
between FY2016-FY2018), which is a cause of concern because France
is the group's largest market.

The group has access to some of the major global F&B brands
including Starbucks, McDonald's, Burger King, and Costa Coffee,
along with a growing list of own brands. This allows the group to
offer property owners a wide range of brand options and the
flexibility to change a concession quickly in case of
underperformance. Some of the group's own brands provide it with
profitability 5 percentage points higher than franchises.

Areas has maintained a very stable profitability trend despite
major economic and external headwinds. Its reported EBITDA margins
dipped to a low of 8.8% for financial year (FY) 2012 (ending Sept.
30) and 9.3% for FY2013 when European economy experienced
recession. In recent years, the group's reported EBITDA margin has
consistently been over 10%, supported by well-diversified
end-market revenue generation with 48% of revenues generated from
airports and 33% from roadways. Despite higher costs and increasing
concessions fees, S&P expects the group to be able to maintain its
margins at about 10.5%, higher than those of its direct
competitors, such as Autogrill (unrated).

Concession operators generally bear a major part of the capital
expenditure (capex) for setting up and operating new stores, while
the brands charge royalties from the operator. This makes the
business capital-intensive and we expect Areas' capex to reach a
high of about 8% of its sales in FY2019 before moderating to about
6% by FY2021 as the group focusses on expanding its presence in the
U.S. Given its intensive capex, we expect the group's unadjusted
FOCF will be negative by about EUR35 million-EUR40 million in
FY2019. S&P forecasts that it will be able to generate modest EUR10
million-EUR20 million reported FOCF over FY2020-FY2021.

S&P said, "We view Areas as highly leveraged. We forecast that the
company's S&P Global Ratings-adjusted debt to EBITDA will be about
5.3x in 2019. Our assessment is also constrained by the financial
sponsor ownership, which could lead to a more aggressive financial
policy in the future. Although we anticipate earnings growth, we
expect only very gradual deleveraging toward 5.0x over the next two
years. We believe the current capex commitments and financial
policy would not be supportive of leverage falling materially below
5x in the long term. In addition, while the new owner contributed
its investment in the form of common equity, there is also a EUR70
million vendor loan from Elior that we have included in our
adjusted debt calculation.

"In our adjusted debt calculation, we have also incorporated the
operating lease liabilities of around EUR1 billion, while we add
back around EUR210 million to our calculation of adjusted EBITDA."

The group has a substantial amount of leases, of which most are
fixed. Some variable components help reduce the fixed cost. Our
preferred metric is lease-neutral reported EBITDAR cash interest
coverage (defined as reported EBITDA before deducting rent over
cash interest plus rent). At around 1.5x, this supports the current
rating. That said, the company's negative reported FOCF for 2019,
which stems from substantial interest on the term loan and high
capex commitments, forms a major constraint because it limits the
company's financial flexibility.

PAI Partners acquired Areas from Elior on July 1, 2019. The
acquisition was funded with a EUR1050 million term loan B, a EUR70
million vendor loan from Elior, and EUR415 million in equity from
PAI Partners. As part of its new capital structure, Areas also has
access to a EUR125 million revolving credit facility (RCF) with a
6.5-year maturity and a EUR150 million capex/acquisition line with
a seven-year maturity. The RCF facility was drawn by EUR32.5
million when the transaction closed, as insurance against potential
change-of-control clauses in guarantee lines provided by banks at
the individual concession level. However, EUR20 million was repaid
shortly after the transaction; therefore, only EUR12.5 million
remained drawn at publication. The capex/acquisition line was
undrawn when the transaction closed.

S&P said, "The stable outlook reflects our expectation that Areas'
revenue will grow organically by 3%-4% in the next 12 months, and
that its EBITDA margins will be stable at about 11%. While we
recognize free cash flow could be negative in 2019 due to ramp-up
investments associated with new contracts to operate airports in
the U.S., the outlook reflects our expectation that free cash flow
will return to positive in 2020. In our base case, we anticipate
that Areas will maintain debt to EBITDA of 5.3x-5.5x and that it
will adopt a prudent financial policy with respect to investments
and shareholder returns.

"We could lower the rating if the company does not realize benefits
from its elevated capex for new contracts or if the operating
performance substantially deteriorates due to harsher competition,
a weakening of the macroeconomic environment, or failure to gain
and renew concessions, leading to consistently negative FOCF. In
such a scenario, debt to EBITDA will likely exceed 7x and funds
from operations (FFO) cash interest coverage will decline to below
2x. We could also consider a negative rating action if the company
adopts a more-aggressive financial policy."

Due to the company's niche focus within a highly competitive
industry segment, we consider an upgrade unlikely over the next 12
months. The group continues to consume cash for investment, which
will likely curtail any meaningful improvement in its credit
metrics.

S&P said, "We could raise the ratings if Areas establishes a track
record of sound operating performance under its new ownership,
sustainably defends its margins, and meaningfully increases its
FOCF generation. In such a scenario, we anticipate adjusted debt to
EBITDA falling sustainably below 5x and EBITDAR cash interest
coverage rising toward 2.2x. Any ratings upside would also depend
on our view of Areas having a conservative financial policy
regarding investment, leverage, and shareholder returns."

Areas is the No. 3 global player in the travel F&B concession
catering industry. Prior to its acquisition by PAI, Areas was a
concession-catering subsidiary of Elior Group, a France-based
contract and concession catering company. Areas had around EUR1.8
billion of revenues in FY2018, with a presence in 12 countries and
leading position in France and Spain.

The concession catering business consists of designing and
operating food and beverage points of sale, as well as convenience
stores and some non-food retail outlets (primarily in travel and
leisure settings), under concession agreements. This business is
closely related to the travel industry and has four main operating
segments: airports (48% of FY2018 revenues), motorways (33%),
railways (13%) and leisure and other, including vacation parks
(6%). Areas operates its points of sale under franchises (such as
McDonald's, Burger King, and Paul), proprietary brands (such as
Deli&Cia, Briciole, and Farine) and co-branded brands (such as
Corona Sport Bar).




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

AFX MARKETS: Enters Special Administration, FCA Halts Trading
-------------------------------------------------------------
Aziz Abdel-Qader at Finance Magnates reports that UK brokerage firm
AFX Markets Limited has entered special administration after the
Financial Conduct Authority identified serious concerns following
the lapse of its Cypriot license.

According to Finance Magnates, the broker failed after the FCA
ordered it to stop trading activities, and blocked it from selling
its own assets or its clients.

On Aug. 27, the High Court of Justice of England and Wales
appointed insolvency practitioners from CG Recovery Limited as
special administrators of AFX Markets, with the FCA confirming the
application was made to protect the interests of the customers,
Finance Magnates relates.

The FCA also stopped AFX Markets, which is still authorized by the
regulator, from disposing of its own or its clients' assets and an
investigation is ongoing, Finance Magnates discloses.

The regulator added that the FX broker has agreed to cease all
regulated business except for "the purpose of closing trading
positions, and freezing all its assets," Finance Magnates notes.

The FCA explains that in the event clients are short-changed,
claims may fall on the Financial Services Compensation Scheme,
Finance Magnates relays.


DECO 11: Moody's Downgrades GBP220MM Class A-1A Notes to B1
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes of
Notes issued by Deco 11 - UK Conduit 3 p.l.c.

Moody's rating action is as follows:

GBP220M (Current outstanding balance GBP53.5M) Class A-1A Notes,
Downgraded to B1 (sf); previously on Jan 10, 2019 Downgraded to Ba1
(sf)

GBP74.5M (Current outstanding balance GBP70.7M) Class A-1B Notes,
Downgraded to Caa3 (sf); previously on Jan 10, 2019 Affirmed Caa2
(sf)

Moody's does not rate the Class A2, Class B, Class C, Class D,
Class E, Class F and the Class X Notes.

RATINGS RATIONALE

The downgrade of the Class A1-A Notes reflects the high likelihood
that the Issuer will not be able to redeem the Notes by the legal
final maturity date in January 2020 after the special servicer has
extended the standstill period for the Mapeley Gamma loan to July
2020. As part of the previous restructuring, the asset manager had
to complete the liquidation of the 24 properties by no later than
January 2020. However, following indication that the property
market has slowed, the Borrower requested an extension of the
existing standstill period, which was granted by the Special
Servicer, to maximize recoveries, which now lasts beyond the legal
final maturity date of the Notes.

The rating on the Class A1-B Notes is downgraded because of lower
recovery expectations albeit the reported property market values
for the remaining loans would be sufficient to repay this tranche
if realised.

Moody's downgrade reflects a base expected loss in the range of
60%-70% of the current balance, unchanged since the last review.
Moody's derives this loss expectation from the analysis of the
default probability of the securitised loans (both during the term
and at maturity) and its value assessment of the collateral.

Methodology Underlying the Rating Action:

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

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

Main factor or circumstance that could lead to a downgrade of the
ratings is a decline in the property values or recovery
expectations.

Main factor or circumstance that could lead to an upgrade of the
ratings are higher than expected recoveries via an accelerated
asset disposal and subsequent repayment of the underlying loans.

MOODY'S PORTFOLIO ANALYSIS

As of the April 2019 IPD, three loans remain in the portfolio: the
Mapeley Gamma Loan (83% of pool balance), the Wildmoor Northpoint
Ltd Loan (14%) and the CPI Retail Active Mgmt Loan (3%). All three
loans are defaulted and in special servicing.

Moody's weighted average LTV for the pool is 259.3% unchanged from
the last review.

ENTERTAINMENT ONE: S&P Puts B+ Rating on Watch Pos. on Hasbro Deal
------------------------------------------------------------------
S&P Global Ratings placed its 'B+' ratings on TV producer and
distributor Entertainment One Ltd. (eOne) and its debt on
CreditWatch with positive implications. In a separate rating
action, S&P placed its 'BBB' ratings on Hasbro on CreditWatch
negative. S&P's resolution of Hasbro's CreditWatch placement will
determine its ratings on eOne.

The CreditWatch placement follows the announcement on Aug. 22, 2019
that Hasbro Inc. (BBB/WatchNeg/A-2), a U.S.-based toy manufacturer
and entertainment company, has entered into a definitive agreement
to acquire London-listed eOne for $4 billion (about GBP3.3
billion). The acquisition is subject to regulatory approval, and
the approval of eOne's shareholders, and is expected to close in
the fourth quarter of 2019.

The acquisition will be positive for eOne's credit quality because
it will become an integral part of a higher rated group. As a
result, S&P could raise its rating on eOne by multiple notches, up
to our rating on Hasbro.

S&P said, "As part of Hasbro, eOne will benefit from the combined
group's larger scale, size, and diversity. We also expect the group
will achieve operating and cost synergies between eOne's family and
brands division, which produces and manages the licensing and
merchandising of pre-school children's content such as Peppa Pig
and PJ Masks, and Hasbro's toy production and licensing
capabilities and solid position in the global toy industry. We also
understand Hasbro will repay all of eOne's outstanding debt.

"The positive CreditWatch reflects that we could raise our rating
on eOne by several notches after it is acquired by Hasbro. In a
separate rating action, we placed our ratings on Hasbro on
CreditWatch negative, and our resolution of Hasbro's CreditWatch
placement will determine our ratings on eOne. We expect to resolve
the CreditWatch placement following the completion of the
acquisition, which we anticipate will be during the fourth quarter
of 2019.

"We could equalize our rating on eOne with our rating on Hasbro if
the transaction completes as currently planned and the group repays
all of eOne's outstanding debt."

eOne is one of the world's largest global independent studios. It
specializes in the development, acquisition, production, financing,
distribution, and sale of entertainment content. In fiscal 2019, it
generated about GBP940 million in revenues and GBP140 million of
adjusted EBITDA.

eOne operates under two main divisions--family and brands, and
film, television and music. The family and brands division produces
and manages the licensing and merchandising of pre-school
children's content including Peppa Pig and PJ Masks, and TV show
Cupcake & Dino. The film, television and music division produces
and distributes films and non-scripted and high-end scripted drama,
including Grey's Anatomy, Ray Donovan, and Criminal Minds, and more
recent hits such as Designated Survivor and Sharp Objects. This
division also produces and distributes non-scripted reality shows
for broadcast networks and digital content platforms, and
undertakes music distribution and publishing.


EUROHOME UK 2007-1: S&P Raises Class B2 Notes Rating to BB+ (sf)
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Eurohome UK
Mortgages 2007-1 PLC's class A, M1, M2, B1, and B2 notes. At the
same time, we have raised our ratings on Eurohome UK Mortgages
2007-2 PLC's class M1, M2, B1, and B2 notes, and affirmed its
ratings on the class A2 and A3 notes.

S&P said, "Upon revising our structured finance counterparty
criteria, we placed our ratings on all classes of notes in these
transactions under criteria observation. Following our review of
the transactions' performance, the application of our structured
finance counterparty criteria, and our updated criteria for rating
U.K. RMBS transactions, our ratings on these notes are no longer
under criteria observation.

"The rating actions follow the implementation of our counterparty
criteria and the updated assumptions for assessing pools of
residential loans. They also reflect our full analysis of the most
recent transaction information that we have received and the
transactions' current structural features.

"The liquidity facilities have not been drawn. The liquidity
facility agreements held with Deutsche Bank AG do not comply with
our current counterparty criteria as the transaction documents do
not include a strong commitment of the liquidity provider to
replace itself or draw to cash its obligation if we downgrade it to
below 'A-1'. Furthermore, following our June 9, 2015, downgrade of
Deutsche Bank, it failed to take any remedial actions. Therefore,
in scenarios where we give benefit to the liquidity facility, our
current counterparty criteria cap the maximum achievable ratings in
these transactions at the long-term issuer credit rating (ICR) on
Deutsche Bank, 'BBB+ (sf)'.

"Barclays Bank PLC is the swap counterparty for both transactions.
The swap documentation was not in line with our previous
counterparty criteria under both transactions. Under our new
criteria, our collateral assessment is weak, therefore, we are
limiting the maximum supported rating for the notes in scenarios
where we give credit to the swap counterparty to 'A+ (sf)', which
is the resolution counterparty rating (RCR) on Barclays Bank.

"The bank account documents in both transactions are not in line
with our current counterparty criteria. As a result, our current
counterparty criteria cap the ratings on the notes at our long-term
ICR on the bank account provider, Elavon Financial Services DAC,
'AA- (sf)'.

"After applying our global residential loans criteria, the overall
effect in our credit analysis for both transactions results in a
decrease in our weighted-average foreclosure frequency (WAFF)
assumptions at higher rating levels. This is mainly due to the
loan-to-value (LTV) ratio we used for our foreclosure frequency
analysis, which now reflects 80% of the original LTV ratio and 20%
of the current LTV ratio. At the same time, our stresses for
buy-to-let and interest-only loans have also changed. Finally, we
have not projected arrears under our new criteria.

"Our weighted-average loss severity assumptions have decreased at
all rating levels due to the revised jumbo valuation thresholds and
the lower current LTV ratio. Overall, the pool performance has been
stable and there has been significant build up in the notes' credit
enhancement."

  WAFF And WALS Levels
  Rating level WAFF (%)WALS (%)

  Eurohome UK Mortgages 2007-1 PLC
  AAA        29.39  45.46
  AA         21.99  37.40
  A             18.01  23.69
  BBB        13.92  15.41
  BB            9.71   10.67
  B             8.65   7.12

  Eurohome UK Mortgages 2007-2 PLC
  AAA        39.80  45.48
  AA            33.08  37.67
  A             29.26  24.32
  BBB         25.00  16.46
  BB            20.18  11.57
  B          18.96  8.06

WAFF--Weighted-average foreclosure frequency

WALS--Weighted-average loss severity

The reserve fund is at its required level in both transactions and
cannot amortize because the transactions have breached their
cumulative net loss triggers. Due to these trigger breaches, the
transactions do not meet the pro rata repayment conditions set out
in the transaction documents, so they will be paying sequentially
for the remainder of their life. S&P has modeled it as such in its
analysis.

S&P said, "Based on our credit and cash flow analysis and the
significant build up in credit enhancement, we have raised to 'AA-
(sf)' our ratings on Eurohome 2007-1's class A and M1 notes, as our
counterparty criteria cap our ratings at the ICR on the bank
account provider. At the same time, we have also raised our rating
on the class M2 notes to 'AA- (sf)'. The class B1 and B2 notes pass
our cash-flow stresses at higher ratings levels than those
currently assigned. However, considering their junior position in
the capital structure, the current level of arrears, the high
exposure to interest-only loans, and the low credit enhancement, we
have limited our raising of our ratings on the class B1 and B2
notes to 'BBB (sf)' and 'BB+ (sf)', respectively.

"Based on our credit and cash flow analysis and the significant
build up in credit enhancement, we have raised to 'AA- (sf)' from
'A+ (sf)' our rating on Eurohome 2007-2's class M1 notes, as our
counterparty criteria cap our rating on this class of notes at the
ICR on the bank account provider. We have also raised to 'A (sf)'
from 'A- (sf)' our rating on the class M2 notes due to the
increased available credit enhancement. The class B1 and B2 notes
pass our cash-flow stresses at higher ratings levels than those
currently assigned. However, considering their junior position in
the capital structure, the current level of arrears, the high
exposure to interest-only loans, and the low credit enhancement, we
have limited our raising of our ratings on the class B1 and B2
notes to 'BBB- (sf)' and 'BB- (sf)', respectively.

"Our analysis indicates that the available credit enhancement for
Eurohome 2007-2's class A2 and A3 notes is commensurate with the
currently assigned ratings. We have therefore affirmed our 'AA-
(sf)' rating on these classes of notes."

  Ratings List

  Eurohome UK Mortgages 2007-1

Class Rating to Rating from

  A    AA- (sf) A+ (sf)
  B1   BBB (sf) BB (sf)
  B2   BB+ (sf) B+ (sf)
  M1   AA- (sf) A- (sf)
  M2   AA- (sf) A- (sf)

  Eurohome UK Mortgages 2007-2

Class Rating to Rating from

  A2   AA- (sf) AA- (sf)
  A3   AA- (sf) AA- (sf)
  B1   BBB- (sf) BB- (sf)
  B2   BB- (sf) B- (sf)
  M1   AA- (sf) A+ (sf)
  M2   A (sf)    A- (sf)




GENESIS MORTGAGE 2019-1: S&P Assigns BB+ Rating to F-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Genesis Mortgage
Funding 2019-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and
F-Dfrd notes. At closing, Genesis Mortgage Funding 2019-1 also
issued unrated class G-Dfrd, X-Dfrd, Z-Dfrd notes, and some
certificates.

S&P said, "The issuer is an English special-purpose entity (SPE),
which we assume to be bankruptcy remote for our credit analysis. We
assigned credit ratings on the closing date following the
satisfactory review of the transaction documents and legal
opinions." The loans in the pool are serviced by Bluestone
Mortgages Ltd.

Interest is paid quarterly on the interest payment dates in March,
June, September, and December, beginning in December 2019. The
rated notes pay interest equal to daily Sterling Overnight Index
Average (SONIA) plus a class-specific margin with a further step up
in margin following the optional call date in September 2022. All
of the notes reach legal final maturity in December 2056.

Under the transaction documents, interest payments on all classes
of rated notes (excluding the class A, and the most-senior class of
notes at any point in time) can be deferred. Consequently, any
deferral of interest on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd,
and F-Dfrd notes when these notes are not the most-senior
outstanding would not constitute an event of default.

S&P said, "Our ratings address the timely payment of interest and
the ultimate payment of principal on the class A notes and the
ultimate payment of interest and principal on the other rated
notes. Our analysis confirms that, at the assigned rating, the
rated notes pay timely senior fees and accrued interest (including
interest that was previously deferred) and principal once a class
of notes becomes the most-senior class outstanding. The issuer
grants security over all of its assets in favor of the security
trustee."

  Ratings List

  Genesis Mortgage Funding 2019-1 PLC

Class         Rating          Amount (GBP)

  A      AAA (sf) 175,350,000
  B-Dfrd AA+ (sf) 9,450,000
  C-Dfrd AA (sf)  5,250,000
  D-Dfrd A+ (sf)  5,250,000
  E-Dfrd A- (sf)  5,250,000
  F-Dfrd BB+ (sf) 4,200,000
  G-Dfrd NR       5,250,000
  X-Dfrd NR       3,150,000
  Z-Dfrd NR       4,200,000

  NR--Not rated

GOALS SOCCER: Puts Itself Up for Sale After Accounting Scandal
--------------------------------------------------------------
BBC News reports that five-a-side football pitch operator Goals
Soccer Centres has put itself up for sale, as it continues to face
the fallout from an accounting scandal.

The struggling company, which is part-owned by Sports Direct's Mike
Ashley, said it was now inviting bids for its business and assets,
BBC relates.

Earlier this month, Goals said it had uncovered "improper behavior"
related to its accounts dating back to 2010, BBC recounts.

Its former chief executive and finance chief are now under
investigation, BBC discloses.

Keith Rogers and Bill Gow are accused of mis-stating "historic
financial statements" and leaving the company owing GBP12 million
in unpaid tax, BBC relays.

Goals has stressed "no finalized conclusions have yet been
reached", BBC notes.

According to BBC, Goals, which operates 45 centers in the UK and
four in Los Angeles, first realized something was wrong when it
discovered widespread VAT errors in its accounts last March.

Its shares were suspended and the company hired accountancy firm
BDO to investigate its accounts, BBC recounts.

The firm, which employs 700 people, has said it will delist itself
from the AIM stock market on Sept. 30 because of the crisis, BBC
notes.

Goals, as cited by BBC, said there was "no certainty as to the
timetable or outcome" of its sales process and it would update
shareholders in due course.


HASHTAG HOTELS: Enters Administration, Staff Made Redundant
-----------------------------------------------------------
Tom Houghton at BusinessLive reports that administrators have been
called in for UK-wide hotel chain Hashtag Hotels, with staff
claiming they haven't been paid "for weeks".

The firm has 17 sites across the country, and many members of staff
were emailed on Aug. 28 being told they were being made redundant,
BusinessLive relates.

On Aug. 28, the firm's Instagram, Facebook and Twitter pages were
all unavailable, BusinessLive notes.

An e-mail to various employees and seen by BusinessLive, said that
due to the hotel chain's financial position, it was "not able" to
make payments to staff for arrears of pay, holiday pay, redundancy
pay or compensatory notice pay.

It said their employment had ended on Aug. 28 "by reason of
redundancy", BusinessLive relays.

According to BusinessLive, the letter to staff added that if they
wanted to receive any due payments, they should make a claim online
using the government website, adding that Leonard Curtis had been
appointed as administrators.

On Aug. 28, staff told BusinessLive that not all employees had been
made redundant--around half of staff at the hotel in Liverpool had
kept their jobs--although they had "no idea" what would happen
next.


IRIS MIDCO: S&P Affirms 'B' LT ICR on FMP Global Acquisition
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on IRIS Midco Ltd. (IRIS), affirmed its 'B' issue ratings on the
existing secured facilities, and assigned its 'B' issue rating to
the GBP130 million additional term loan.

S&P said, "The rating affirmation reflects our expectation that
IRIS' credit metrics will remain commensurate with the current
rating, despite our view that the fully debt-funded acquisition of
FMP will slow down leverage reduction compared with our previous
forecast. Pro forma for FMP, we forecast adjusted debt to EBITDA of
about 9.5x-10.5x (6.0x-7.0x excluding payment in kind [PIK] notes)
and FOCF to debt of about 5%-6% (7.5%-8.5% excluding PIK notes) for
FY2020, weaker than our previous base case of 8.5x-9.5x and FOCF to
debt of 6%-8%. However, these metrics leave sufficient headroom
relative to our requirement of adjusted debt to EBITDA below 11.0x
and adjusted FOCF to debt of at least 5% for the current rating
level. Moreover, we think IRIS will continue to show strong organic
EBITDA growth of 10%-15% in FY2020 and FY2021, supporting further
reduction in debt to EBITDA in FY2021 to 8.5x-9.5x.

"The acquisition of FMP, as well as other recent bolt-on
acquisitions, does not materially alter our view of IRIS' business.
FMP will mainly complement IRIS' human capital management (HCM)
offering with international payroll services for SMEs, as well as
some payroll service and software business in the U.K. In our view,
FMP's international payroll offering addresses a profitable niche
market supporting EBITDA margins of 30%-35%(as defined by FMP), and
provides IRIS with cross-selling opportunities into its existing
customer base.

"Notwithstanding solid organic growth expectations and FMP
contributing about GBP25 million of revenue in our pro forma
forecast for FY2020, our assessment of IRIS' business is still
constrained by the company's relatively small scale. Including FMP,
but excluding potential future acquisitions, we project IRIS will
generate revenue of more than GBP200 million in FY2020, up from
GBP168 million pro forma revenue in FY2019. This is much smaller
than rated tier one business software vendors with broader product
portfolios, such as Intuit, SAP, Oracle, or Salesforce. IRIS has
limited geographical diversification; including FMP, the company
generates 90%-95% of its revenue in the U.K. Furthermore, we think
that the human resources (HR) and payroll software segments (30% of
FY2019 revenues) are fragmented markets with only modest barriers
to entry." In this segment, the company faces a highly competitive
environment due to the presence of strong global players such as
ADP and local players such as NGA UK.

IRIS' business benefits from a leading position in U.K. accountancy
software for small and midsize enterprises (SME). It also benefits
from the Iris' revenue model, whereby the company markets its
software indirectly through accountancy practices with which the
company often has long-standing relationships. IRIS also holds
top-three positions in human capital management (HCM) for U.K. SMEs
and in financial management software for the education sector. Its
solid competitive positioning is demonstrated by a track record of
regular price increases (3%-5% per year for accounting software)
while maintaining stable customer churn. Gross attrition--measuring
the revenue impact of lost customers, lost products, and revenue
loss from existing customers opting for cheaper or less
sophisticated modules in the accounting division (42% of FY2019
revenue)--has been relatively stable at about 8% since 2017. S&P
also notes improvement in gross attrition rates to about 9% (last
12 months [LTM] June 2019) from more than 13% (LTM April 2017) in
the HCM division and to about 4% (LTM June 2019) from about 6% (LTM
April 2017) in the education division.

S&P said, "We view favorably the topline visibility of IRIS'
business model. This is because we consider 86% of FY2019 pro forma
revenue to be recurring, since it stems from support and
subscriptions. This also underpins high profitability, with
expected adjusted EBITDA margins of about 40% in the next two
years. IRIS is currently implementing a leaner organizational
model, which we expect to further improve margins over the medium
term."

In S&P's view, Brexit may result in both challenges and
opportunities. It may give rise to more difficult economic
conditions, but it could also lead to regulatory changes that might
trigger spending on new software modules or updates.

S&P said, "IRIS' high leverage and its financial sponsor ownership
largely determines our view of the company's financial risk.
Despite our forecast of strong organic EBITDA growth, we project
adjusted debt to EBITDA will stay above 8x (5x excluding PIK notes)
in the next three years. Moreover, IRIS has a track record of
acquisitions and we think it will remain acquisitive in the medium
term. Debt-funded acquisitions, such as FMP, or the possibility of
debt-funded shareholder remuneration under the control of IRIS'
sponsors, could constrain leverage reduction prospects in the near
to medium term. At the same time, we expect reported FOCF
generation to remain relatively strong over our forecast horizon,
with FOCF increasing to GBP43 million-GBP48 million in FY2020 from
GBP35 million-GBP40 million in FY2019 pro forma acquisitions. The
company's limited capital expenditure (capex), at about 2%-4% of
sales including capitalized development costs, and limited working
capital requirements, will support this FOCF generation. However,
high cash interest expense of about GBP24 million-GBP26 million in
2019 and GBP30 million-GBP35 million in 2020 will offset this FOCF
generation.

"We adjust IRIS' EBITDA by deducting capitalized development costs
of about GBP3 million-GBP4 million per year, which we treat as
operating expenses. We include the PIK notes--originally GBP260
million--in our adjusted debt figures. This is due to the lack of
stapling clauses in the documentation. Conversely, we exclude the
preferred equity certificate from our adjusted debt because we
consider that their terms favor third-party creditors and create an
economic incentive for the financial sponsor to not enforce its
creditor rights.

"The stable outlook reflects our forecast that IRIS will show
robust organic revenue growth of 8%-10% in the next 12 months,
paired with our adjusted EBITDA margins of 39%-41%. Despite the
fully debt-funded acquisition of FMP, we think this will enable
IRIS to maintain pro forma adjusted gross debt to EBITDA of about
9.5x-10.5x (6.0x-7.0x excluding the PIK facility), and FOCF to debt
at 5%-6% (7.5%-8.5% excluding the PIK facility) in FY2020.

"We could lower our rating if adjusted gross leverage was expected
to rise above 11x, together with FOCF below 5% of adjusted debt and
EBITDA cash interest coverage well below 2x in the next 12 months.

"This could be due to a marked slowdown in organic revenue growth
with competitive dynamics leading to increased customer churn, a
reduced rate of customer wins, or a reduced ability to implement
price increases for key products. Alternatively, we could downgrade
IRIS if we saw a more aggressive financial policy than we currently
expect resulting in significant debt-funded acquisitions or
shareholder returns.

"We see rating upside as unlikely over the next 12 months given the
very highly leveraged capital structure.

"We could raise our rating over the longer term on the back of
sustained improvement in IRIS' credit metrics--specifically,
adjusted FOCF to debt rising to sustainably above 10%."

This could happen if the company continues to post annual EBIDTA
growth in excess of 15%, driven by the successful sale of new
functionalities and modules to existing customers, and reducing
churn despite continued price increases, enabling the company to
meaningfully reduce leverage.


MALLINCKRODT PLC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on August 20, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Mallinckrodt PLC to B- from B.

Headquartered in Staines-upon-Thames, United Kingdom, Mallinckrodt
public limited company, incorporated on January 9, 2013, develops,
manufactures, markets and distributes branded and generic specialty
pharmaceutical products and therapies.

METRO BANK PLC: Fitch Assigns BB+ LT IDR; on Rating Watch Neg.
--------------------------------------------------------------
Fitch Ratings assigned Metro Bank plc a Long-Term Issuer Default
Rating of 'BB+' and Viability Rating of 'bb+'. The Long-Term IDR is
on Rating Watch Negative, in line with other rated UK banks. This
reflects the increased risk that a disruptive 'no-deal' Brexit,
where the UK leaves the EU without a withdrawal agreement in place,
could result in negative rating action. The rating action would
most likely be a Negative Outlook being assigned on the IDR.

KEY RATING DRIVERS

IDRS and VR

Metro Bank's Long-Term IDR is driven by and is at the same level as
its VR. The VR reflects the combination of a relatively immature
and undiversified business model, which continues to require fast
growth in order to become profitable, well performing assets and a
relatively stable retail funding base. The ratings are supported by
the strong liquidity, which Fitch expects to continue, solid
capital position, and expectation of continued low asset
impairments.

Fitch's assessment of Metro Bank's company profile considers its
moderate franchise in a large and mature market, with limited
pricing power. The bank has developed some customer loyalty through
a focus on providing a good customer experience and convenience.
Nonetheless, market shares remain low and corporate customer
loyalty was severely tested during a period of negative news-flow
in 2Q19. The bank's business model shows limited diversification
and also faces challenges in becoming capital-generative through
earnings. Its ability to grow into its cost base will remain
fundamental to its strategy, given its relatively high costs.

Strategic objectives are well documented, albeit somewhat ambitious
and subject to economic conditions. Over the past quarters, the
bank has had to revise its targets, including lowering its expected
profitability to more realistic levels, delay expectations for
receiving approval to use the Advanced Internal Ratings Based
Approach (AIRB) to calculate risk-weighted assets (RWA), raised
external capital earlier than envisaged, and has started to pivot
its business mix away from more capital-intensive businesses
previously seen as strategic. Overall, Fitch considers that
execution has been variable.

Its assessment of Metro Bank's risk appetite considers both
underwriting standards and risk controls. While Fitch considers
underwriting standards to be in line with global industry practice,
controls lack depth, in its opinion. The bank is addressing risk
control weaknesses through new hires and increased external
oversight, but improvements are yet to be tested. The bank's growth
targets are very strong and while its ambitions have moderated in
the short term, they remain strong in the medium term.

The bank's assets are performing well with low levels of arrears,
which is supportive of Metro Bank's VR. Loans are mostly secured
with conservative LTVs. Metro Bank's high concentration to real
estate-backed SME loans and professional buy-to-let lending, and
the bank's purely domestic focus, make it more vulnerable to a
deterioration of the operating environment in the UK. Stage 3 loans
amounted to just 0.4% of end-1H19 gross loans, a figure which is
most likely unsustainable through the cycle, and which Fitch
expects to increase, particularly in view of the fast loan growth.

Earnings and profitability are weak and below industry average.
They are also highly susceptible to competition in the market, as
well as to the path of policy rates. Fitch believes that the bank's
profitability plans have been severely dented by a slowdown in
volume growth, its drive to change the asset mix, and higher
funding costs. Current profitability plans leave little room for
absorbing potentially higher loan impairment charges, which at 7bp
of average gross loans in 2018, are unsustainably low.

Following the capital raise in 2Q19 and with the sale of loans in
July 2019, Metro Bank's capitalisation is currently comfortable,
with a Common Equity Tier 1 (CET1) capital ratio of 16.1% at
end-1H19, pro forma including a loan portfolio sale. However Metro
Bank's fast growth is highly capital-consumptive and the low
retained earnings are unlikely to be sufficient to finance its
growth ambitions until AIRB is granted. This renders its view of
capital as only just in line with the bank's risk appetite. Fitch
expects the bank to maintain a CET1 ratio of more than 12% and a
leverage ratio, calculated under Capital Requirement Regulations of
greater than 4% in the medium term as targeted.

Its assessment of funding and liquidity considers that Metro Bank
has been successful in growing retail and corporate deposits at an
impressive rate in the past, with success in the coveted personal
current accounts and business current accounts sector. However, its
corporate deposit base has proven highly susceptible to negative
news, resulting in GBP2 billion of deposits leaving the bank in
1H19. As a consequence, the bank's loans-to-deposits ratio rose to
over 100%, above the relatively conservative long-term target of
85%-90%.

Liquidity was also impacted, but mitigating actions were taken by
management to raise liquidity metrics. Overall, Fitch views
available liquidity as comfortable, particularly when considering
contingent access. The bank's funding base is currently
undiversified, although it plans to raise non-preferred senior debt
in 2019.

Metro Bank's Short-Term IDR of 'B' corresponds to the 'BB+'
Long-Term IDR.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)

Metro Bank's SR and SRF reflect Fitch's view that senior creditors
cannot rely on extraordinary support from the sovereign in the
event the institutions become non-viable. In its opinion, the UK
has implemented legislation and regulations to provide a framework
that is likely to require senior creditors participating in losses
for resolving even large banking groups.

SUBORDINATED DEBT

Metro Bank's dated Tier 2 notes are rated one notch below Metro's
VR to reflect the below-average recovery prospects for the notes in
case of a non-viability event. Fitch does not notch the notes for
non-performance risk because the terms of the notes do not provide
for loss absorption on a "going concern" basis (e.g. coupon
omission or write-down/conversion).

RATING SENSITIVITIES

IDRS and VR

Metro Bank's Long-Term IDR is primarily sensitive to the outcome of
Brexit negotiations. Fitch will likely assign a Negative Outlook in
the event of a disruptive 'no-deal' Brexit. The Negative Outlook
would reflect the likely risks to the bank's ability to execute its
growth strategy in a more difficult operating environment

The bank's VR and therefore its IDR would likely be downgraded if
the bank's capital suffers as a result of strong growth in such a
way that Fitch no longer believes capitalisation is commensurate
with Metro Bank's risk profile. The high level of liquidity
maintained at the bank is a strong sensitivity for Metro Bank to
maintain this rating and the ratings would also be downgraded if
another shock results in deposit outflows that are outside the
bank's current risk appetite and targets, or if liquidity reduces
to such an extent that Fitch no longer considers it to be able to
absorb additional liquidity stresses.

The ratings could also be downgraded if severe shortcomings in risk
controls or in corporate governance are uncovered.

Metro Bank's ratings could be upgraded if its business model is
demonstrated to be resilient and its ability to strengthen capital
through earnings retention improves. This would likely happen if
the bank grows into its cost base without compromising its
underwriting standards.

SR AND SRF

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

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The notes' rating is primarily sensitive to a change in the bank's
VR, from which it is notched. The notes' rating is also sensitive
to a change in notching should Fitch change its assessment of loss
severity or relative non-performance.

TAURUS 2019-2: Fitch Gives BB-(EXP) Rating to Class E Notes
-----------------------------------------------------------
Fitch Ratings assigned Taurus 2019-2 UK DAC's notes expected
ratings, as follows:

GBP142.4 million Class A: 'AAA(EXP)sf'; Outlook Stable

GBP52.2 million Class B: 'AA-(EXP)sf'; Outlook Stable

GBP37.5 million Class C: 'A-(EXP)sf'; Outlook Stable

GBP55.1 million Class D: 'BBB-(EXP)sf'; Outlook Stable

GBP30.83 million Class E: 'BB-(EXP)sf'; Outlook Stable

The transaction is the securitisation of 76.1% of a GBP418.1
million commercial mortgage loan advanced by Bank of America
Merrill Lynch International Designated Activity Company (BAMLI, or
the originator) to Blackstone Real Estate Partners entities. It
refinances a GBP622.7 million portfolio of UK industrial assets
last financed by Taurus 2017-2 UK DAC.

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

KEY RATING DRIVERS

Diversity Cushions Secondary Quality: The 126 properties are
geographically well-spread throughout the UK and accommodate over
1000 tenants across a range of sectors, with no single occupier
accounting for over 2% of gross rental income. The range of
activities catered for and the granularity of sites and tenants
insulate the portfolio from sector shocks that secondary quality
assets would be expected to encounter in a downturn. Fitch finds
limited risk of obsolescence, with properties generally fit for
purpose despite the vast majority being over 30 years old.

E-Commerce and Scarcity: Properties near dense population enjoy
higher barriers to entry, making similar stock prohibitively
expensive to deploy wherever pressure on sites is greatest. Rebuild
costs (including land values) for this portfolio are estimated by
Cushman and Wakefield at 1.4x current market value. While rents for
urban logistics have been on the rise, remaining headroom against
rebuild costs should stabilise values in "last-mile" locations
benefiting from continued transition towards e-commerce and
same-day delivery.

Loan Aligned With Assets: The portfolio is reasonably homogeneous,
limiting scope for adverse selection despite pro rata pay. Risk is
mitigated also by a 10% release premium that rises to 15% once the
allocated loan amount falls below 35% of the original loan balance.


No Impact from Mezzanine: The mezzanine lender's senior loan
purchase option covers potential costs and expires upon mortgage
enforcement. Consequently, and given it is structurally and
contractually subordinated, no negative rating adjustments apply.

KEY PROPERTY ASSUMPTIONS (all by market value)

'BBsf' WA cap rate: 7.25%

'BBsf' WA structural vacancy: 16.68%

'BBsf' WA rental value decline: 6.88%

'BBBsf' WA cap rate: 7.89%

'BBBsf' WA structural vacancy: 18.65%

'BBBsf' WA rental value decline: 10.60%

'Asf' WA cap rate: 8.59%

'Asf' WA structural vacancy: 20.61%

'Asf' WA rental value decline: 14.90%

'AAsf' WA cap rate: 9.35%

'AAsf' WA structural vacancy: 23.94%

'AAsf' WA rental value decline: 19.50%

'AAAsf' WA cap rate: 10.18%

'AAAsf' WA structural vacancy: 28.22%

'AAAsf' WA rental value decline: 24.11%

RATING SENSITIVITIES

The change in model output that would apply if the capitalisation
rate assumption for each property is increased by a relative amount
is as follows:

Current ratings: class A/B/C/D/E:
'AAAsf'/'AA-sf'/'A-sf'/'BBB-sf'/'BB-sf'

Increase capitalisation rates by 10%: class A/B/C/D/E:
'AA+sf'/'A+sf'/'BBB+sf'/'BBsf'/'BB-sf'

Increase capitalisation rates by 20%: class A/B/C/D/E:
'AAsf'/'A-sf'/'BBB-sf'/'B+sf'/'CCCsf'

The change in model output that would apply if the RVD and vacancy
assumption for each property is increased by a relative amount is
as follows:

Increase RVD and vacancy by 10%: class A/B/C/D/E:
'AA+sf'/'A+sf'/'A-sf'/'BB+sf'/'BB-sf'

Increase RVD and vacancy by 20%: class A/B/C/D/E:
'AA+sf'/'Asf'/'BBB+sf'/'BBsf'/'BB-sf'

The change in model output that would apply if the capitalisation
rate, RVD and vacancy assumptions for each property is increased by
a relative amount is as follows:

Increase in all factors by 10%: class A/B/C/D/E:
'AAsf'/'Asf'/'BBBsf'/'BB-sf'/'B+sf'

Increase in all factors by 20%: class A/B/C/D/E:
'AA-sf'/'BBB+sf'/'BB+sf'/'Bsf'/'CCCsf'

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte. The third-party due diligence described in
Form 15E focused on a comparison of certain characteristics with
respect to the 126 properties in the portfolio. Fitch considered
this information in its analysis and it did not have an effect on
Fitch's analysis or conclusions.

TOOTLE: Financial Constraints Prompt Administration
---------------------------------------------------
Ben Salisbury at AIM Group reports that British online car buying
service Tootle has stopped trading and gone into administration and
its website tootle.co.uk is no longer active.

Tootle launched in 2015, a trade-in website that offered sellers an
online platform to sell their vehicles to a network of around 2,000
used car dealerships in the U.K. who were able to bid directly for
each privately-owned vehicle, AIM Group recounts.

The company faced competition from BCA-owned webuyanycar.com and
other similar websites, AIM Group discloses.

Earlier this month the administrators, ReSolve were appointed by
Tootle's owners, Online Auto Sales Ltd., AIM Group relates.
According to AIM Group, a statement from the administrators said
"due to financial constraints the company has recently ceased
trading."

The administrators have now begun to assess what value the
company's assets and business has and if it can be sold on to any
interested parties, AIM Group states.


WARWICK FINANCE: DBRS Assigns BB (high) Rating to Class E Notes
---------------------------------------------------------------
DBRS Ratings Limited assigned the following ratings to notes issued
by Warwick Finance Residential Mortgages Number Four Plc:

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

DBRS does not rate the Class F and Principal Residual Certificates
(PRC).

The Class A, Class B, Class C, Class D, and Class E notes and the
PRC comprise the collateralized notes. The rating of the Class A
notes addresses timely payment of interest and ultimate payment of
principal. The Class B ratings address ultimate payment of
principal and ultimate payment of interest prior to them being the
most senior class of note outstanding and timely payment of
interest once they are the most senior outstanding class of notes.
The ratings on Class C, Class D, and Class E notes address the
ultimate payment of interest and principal.

Warwick 4 is a UK RMBS transaction which comprises seasoned
owner-occupied and buy-to-let (BTL) non-conforming (NCF) portfolios
of UK mortgages. As of 5 August 2019, the aggregate outstanding
balance of the mortgage loans was GBP 313.7 million. In recent
years, these loans have seen an improvement in performance, with a
reduction in the overall proportion of delinquent loans (whether or
not forbearance measures were applied).

57.9% of the loans in the mortgage portfolio were originated by
Platform Funding Limited (PFL), 20% by Verso Limited (Verso), 11.2%
by Kensington Mortgage Company Limited (KMC), 7.4% by Southern
Pacific Mortgage Limited and the remaining 3.6% of the loans were
originated by GMAC-RFC Limited (now called Paratus AMC Limited).
The loans will be serviced by Western Mortgages Services Limited
(WMS). The Co-operative Bank p.l.c. (Seller) sold the loans to the
issuer at the closing of the transaction.

The mortgage portfolio is highly seasoned with 14.3 years seasoning
on a weighted-average basis.

The performance of the loans in the mortgage portfolio has
improved. The payment history of the loans (since January 2008)
shows approximately 30% of the loans in the mortgage portfolio were
in the status of the three-months-plus arrears at some point in
their life – however, most of them have recovered currently only
1.3% of the loans are in this arrears bucket. The cure to
performing status has been aided by the low-interest-rate
environment with 67.7% of the loans paying interest linked to the
Bank of England Base Rate (BBR) and 29.6% paying interest linked to
the three-month Libor rate, both of which are at historic low
levels. While 35.8% of the loans have been restructured, the
majority of these loans were or are currently under a payment
arrangement with a higher than normal monthly payment and this has
enabled the respective loans to revert to performing status. 5.1%
of the loans are currently in the greater than one month of arrears
status. The cure to performing status, for the loans historically
deep in arrears, looks sustainable and the performance of such
loans is expected to be stable going forward given the low-interest
rates.

Interest-only (IO) loans make up 90.3% of the mortgage portfolio,
where the principal is repaid bullet at maturity of the loan. The
majority of these IO loans in the portfolio are owner-occupied
(about 70% of the mortgage portfolio) and the remaining buy-to-let
loans (19.7% of the mortgage portfolio). This poses a risk at the
maturity of the loan if the borrower does not have a repayment
strategy in place or is unable to refinance before the maturity
date. 73.4% of the loans in the mortgage portfolio paying on an IO
basis have a current loan-to-value (CLTV) (indexed) less than or
equal to 70% with 55.5% of these having a CLTV (indexed) less than
or equal to 60%, which is positive for opportunities to refinance
at maturity. The IO loans do not all mature in the same year.

5.1% of the IO loans have reached their maturity date and are still
outstanding. A subset of these (1.6% of portfolio balance) consists
of loans which either have an indexed CLTV greater than or equal to
70% and/or are currently in some form of arrears. In DBRS opinion
such loans will find very limited ability to refinance or repay
principal from other sources – these are hence assumed as
defaulted in its analysis.

The weighted-average CLTV (indexed) (WACLTV (ind)) of the mortgage
portfolio is 51.3%. The WACLTV (ind) is relatively lower compared
with other UK NCF RMBS transactions, which is a reflection of house
price appreciation in the UK notwithstanding the high proportion of
loans which repay on an IO basis (90.3% of the mortgage portfolio).
The proportion of loans with a (CLTV) (ind) above 80% is
approximately 5.2% of the mortgage portfolio.

The credit enhancement for the notes is provided by the
subordination of the junior notes and principal residual
certificates. At the closing of the transaction, the credit
enhancement for the Class A notes is 15.0%, Class B at 10.5%, Class
C at 7.5%, Class D at 6%, and Class E at 4.5%.

The liquidity of Class A and Class B notes is supported by a
non-amortizing reserve fund, 1% of the aggregate balance of Class A
and Class B notes. All the rated notes will also receive liquidity
support from principal receipts but only when they are the most
senior class of notes.

The notes pay interest linked to the three-month GBP Libor rate.
The terms and conditions on the notes do not envisage a transition
to a new benchmark interest rate index in 2021. Moreover, 29.6% of
the loans pay interest linked to the three-month GBP Libor rate. In
the worst-case scenario, if banks stop providing any quotes on this
index interest rate, the terms and conditions on the notes will
allow the three-month GBP Libor rate to remain at the level last
determined from the quotes received. This may give rise to
fixed-floating rate risk or basis risk exposure for the issuer.
DBRS has assessed the cash flows of the assets and the interest
liabilities on notes assuming a variable three-month GBP Libor rate
for the life of the notes. DBRS will monitor any change from this
status in 2021 or later.

The notes will pay interest linked to the three-month Libor rate
and, in comparison, the loans in the mortgage portfolio pay
interest linked to the BBR at 67.7%, or linked to the standard
variable rate of 2.7%, with the remainder paying interest linked to
the three-month LIBOR rate. The reset dates for the latter are
different from the reset dates for the same index rate on the
notes. The resulting basis risk is not hedged in the transaction.
DBRS has stressed the spread between the BBR and three-month Libor
to simulate potential basis risk in the cash flow analysis.

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

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

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
calculated the probability of default (PD), loss given default
(LGD) and expected loss (EL) outputs on the mortgage portfolio. The
PD, LGD, and EL are used as inputs into the cash flow tool. The
mortgage portfolio was analyzed in accordance with DBRS's "European
RMBS Insight Methodology" and the "European RMBS Insight: U.K.
Addendum" methodology.

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

-- The sovereign rating of the United Kingdom of Great Britain and
Northern Ireland rated AAA/R-1(high)/Stable (as of the date of this
press release).

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

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



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

[*] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW
-----------------------------------------------
Author: John E. Tracy
Publisher: Beard Books
Soft cover: 470 pages
List Price: $34.95
Order a copy today at https://is.gd/fSX7YQ

Originally published in 1947, The Successful Practice of Law still
ably serves as a point of reference for today's independent lawyer.
Its contents are based on a series of non-credit lectures given at
the University of Michigan Law School, where the author began
teaching after 26 years of law practice. His wisdom and experience
are manifest on every page, and will undoubtedly provide guidance
for today's hard-pressed attorney.

The Successful Practice of Law provides timeless fundamental
guidelines for a successful practice. It is intended neither as a
comprehensive reference work, nor as a digest of law. Rather, it is
a down-to-earth guide designed to help lawyers solve everyday
problems -- a ready-to-tap source of tested proven methods of
building and maintaining a sound practice.

Mr. Tracy talks at length about developing a client base. He
contends that a firemen's ball can prove just as useful as an
exclusive party at the country club in making contacts with future
clients. He suggests seeking work from established firms as a way
to get started before seeking collections work out of desperation.

In his chapter on keeping clients, Mr. Tracy gives valuable lessons
in people skills: "(I)f a client tells you he cannot sleep nights
because of worry about his case, you will ease his mind very much
by saying, 'Now go home and sleep. I am the one to do the worrying
from now on.'" Rather than point out to a client that his legal
predicament is partly his fault, "concentrate on trying to work out
a program that will overcome his mistakes." He cautions against
speculating aloud to clients on what they could have done
differently to avoid current legal problems, lest they change their
stories and suddenly claim, falsely, that they indeed had done that
very thing. He also advises against deciding too quickly that a
client has no case: "After you have been in practice for a few
years you will be surprised to find how many seemingly desperate
cases can be won."

Mr. Tracy advises studying as the best use of downtime. He quotes
Mr. Chauncey M. Depew: "The valedictorian of the college, the
brilliant victors of the moot courts who failed to fulfill the
promise of their youth have neglected to continue to study and have
lost the enthusiasm to which they owed their triumphs on mimic
battle fields." Mr. Tracy advises against playing golf with one's
client every time he asks: "My advice would be to accept his
invitation the first time, but not the second, possibly the third
time but not the fourth."

Other topics discussed by Mr. Tracy, with the same practical, sound
advice, include fixing fees, drafting legal instruments, examining
an abstract of title, keeping an office running smoothly, preparing
a case for trial, and trying a jury case. But some of best counsel
he offers is the following: You cannot afford to overlook the fact
that you are in the practice of law for your lifetime; you owe a
duty to your client to look after his interests as if they were
your own and your professional future depends on your rendering
honest, substantial services to your clients. Every sound lawyer
will tell you that straightforward conduct is, in the end, the best
policy. That kind of advice never ages.

John E. Tracy was Professor Emeritus and Member of University of
Michigan Law School Faculty from 1930 to 1969. Professor Tracy
practiced law for more than a quarter century in Michigan,
New York City, and Chicago before joining the Law School faculty in
1930.  He retired in 1950. He was born in 1880. He died in December
1969.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *