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

                          E U R O P E

          Wednesday, October 23, 2019, Vol. 20, No. 212

                           Headlines



B E L G I U M

RADISSON HOSPITALITY: Fitch Affirms B+ LT IDR, Outlook Stable


F R A N C E

EUROPACORP FILMS: Safeguard Procedure Opened to Restructure Debts
SAM BIDCO: Moody's Assigns B2 CFR, Outlook Stable
TECHNICOLOR SA: Moody's Lowers CFR to B3, Outlook Negative


I R E L A N D

ARMADA EURO IV: Fitch Assigns B-(EXP) Rating on Cl. F Debt
ARMADA EURO IV: S&P Assigns Prelim B-(sf) Rating on Class F Notes
EUROPEAN RESIDENTIAL 2019-PL1: DBRS Finalizes B(high) on F Notes


I T A L Y

PRISMA SRL: Moody's Assigns B3 Rating on EUR80MM Class B Notes
SUNRISE SPV 2019-2: DBRS Gives Prov. BB(high) Rating on E Notes


L U X E M B O U R G

BELRON GROUP: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
GALILEO GLOBAL: Moody's Affirms B2 CFR, Outlook Stable
MATADOR BIDCO: Fitch Assigns BB LongTerm IDR, Outlook Positive


T U R K E Y

AK YATIRIM MENKEL: Fitch Withdraws 'B+' LT Issuer Default Rating
TURKIYE HALK: Fitch Puts 'B+' LT IDR on Rating Watch Negative


U N I T E D   K I N G D O M

BRITISH STEEL: Oyak's Acquisition Depends on Steel Supply Deals
CANADA SQUARE 2019-1: Moody's Assigns (P)B1 Rating on Cl. F Notes
CANADA SQUARE 2019-1: S&P Assigns Prelim BB Rating on Class X Certs
DEVRO: To Shut Bellshill Industrial Estate, 90 Jobs Affected
GALAPAGOS HOLDING: Moody's Withdraws Caa3 CFR on Insolvency

GRIPIT FIXINGS: On Brink of Insolvency, Explores Rescue Options
MAN GLG VI: DBRS Finalizes BB(high) Rating on Mezzanine Facility
NEWDAY PARTNERSHIP 2017-1: DBRS Confirms B Rating on Class F Notes
SEAPOINT PARK CLO: S&P Assigns Prelim B-(sf) Rating on Cl. E Notes
SEAPOINT PARK: Fitch Assigns B-(EXP) Rating on Class E Debt

SIRIUS MINERALS: Crashes Out of FTSE 250 Amid Funding Woes
THOMAS COOK: PwC, EY Accused of Being "Complicit" in Collapse
WARWICK FINANCE: Moody's Raises GBP40.5MM Class E Notes to Ba1

                           - - - - -


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B E L G I U M
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RADISSON HOSPITALITY: Fitch Affirms B+ LT IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings affirmed Radisson Hospitality AB's Long-Term Issuer
Default Rating at 'B+' with a Stable Outlook.

The affirmation of the IDR at 'B+' reflects Radisson's solid market
position in the upscale hotel segment in EMEA, with a balanced
portfolio structure shifting to an asset-light model. The first
year of implementation of the five-year repositioning plan has led
to increased profitability, in line with its expectations. The high
proportion of variable rents provides protection in a downturn,
which is a key mitigating factor to the sector's inherent revenue
cyclicality, and supports the Stable Outlook.

The senior secured notes' upgrade to 'BB'/RR2 from 'BB-'/RR3
reflects higher going concern EBITDA expectations in light of the
business model's resilience and support of Radisson's strategy from
the new indirect shareholder Jinjiang International Holdings Co,
Ltd (Jinjiang).

KEY RATING DRIVERS

Good Positioning, Balanced Portfolio: Radisson is well-positioned
as an upscale operator covering differentiated target customers
(54% business clients with a generally upscale profile, and 46%
leisure travellers), which is a risk-mitigating factor. It is
present in 79 countries, with a concentration in Nordic and western
Europe countries. Radisson has a balanced portfolio structure with
an asset-light model (18% of the rooms are leased). This business
model with a recurrent fee nature mitigates revenue and profit
volatility in a cyclical sector, in its view.

Repositioning Plan Ambitious, Start Successful: Radisson launched
in 2018 an ambitious five-year plan that includes a significant
repositioning of hotels, 25,000 new rooms (mostly through
management and franchise contracts) and an optimisation plan to
gain organisational efficiency. The first phase of the plan is in
line with, or slightly exceeding the budgeted signings in 2019. Due
to Radisson's positioning and the record of management, execution
risk of the business plan is deemed to be limited.

Limited but Protected Profitability: The group's EBITDA margin is
limited compared with industry peers', which Fitch believes is due
to a combination of the fees paid to sister Radisson Hospitality
Inc. and an expensive lease and staff structure. However, 2018
shows a recovery in margins (10.7%) as a result of the
reorganisation initiatives and renegotiation measures, with Fitch
projecting EBITDA margin improving towards 15% by 2022.

The lease costs are partially mitigated by an efficient cap
mechanism. Sixty eight percent of the leases comprise a variability
component: in case of a downturn in revenue, a large part of the
rents would become fixed and consume an agreed cap before turning
fully variable, offering downside protection.

Moderate Leverage, Good Financial Flexibility: The bulk of
Radisson's debt stems from operating leases, which Fitch
capitalises by using a blended multiple of 5.6x for 2018 to reflect
variable leases. Fitch projects funds from operations (FFO)
adjusted leverage to decline below 4.5x from 4.8x between
2019-2022, partly due to a strengthening in FFO. Fitch expects free
cash flow (FCF) to remain influenced by Radisson's capex plans. The
rating reflects the group's adequate financial flexibility given
the lack of short-term maturities, the undrawn RCF and a
disciplined financial policy imposed by the bond documentation.

Parent-Subsidiary Linkage: The recent 94% takeover of Radisson by a
consortium led by Jinjiang (BBB+/Stable) requires Fitch to apply
its Parent-Subsidiary Rating Linkage Criteria. Fitch rates
Jinjiang, the world's second-largest hotel group, using a top-down
approach from its internal assessment of the credit profile of the
company's parent, the Shanghai government, in line with its
Government-Related Entities (GRE) Rating Criteria. Fitch believes
such support is unlikely to flow to Radisson, thus the parent-GRE's
Standalone Credit Profile (SCP, excluding support) of 'b+' is used
as a starting point. Both companies' standalone credit profiles
currently coincide.

New Business Opportunities: Fitch recognised business opportunities
by joining efforts with its new shareholder, one of the leading
hospitality groups in the world. The fact that Jinjiang is the
common shareholder for the full Radisson group might lead to an
optimisation of internal practices. Co-branding opportunities and
the use of a joint platform may also upside Radisson's capabilities
to attract Asian guests. While operating as a separate, ring-fenced
entity, being part of a wider group provides scale, know-how and
facilitates the negotiations with intermediates like online travel
agencies.

Governance Practices Subject to Change: Radisson has a recently
renewed and experienced management team, which combines both solid
experience of managers within the group and of professionals with a
proven record in the industry. However, the involvement of the new
shareholder in the operations and the new board of directors'
composition, with the majority of seats representing the new
shareholder, might affect the decision-making process.

DERIVATION SUMMARY

Radisson is the third-largest hotel chain in Europe, but its scale
and diversification are limited in a hospitality industry dominated
by leaders with a significant presence such as Marriott
International, Inc. (BBB/Stable), Accor SA (BBB-/Stable) and Melia.
Radisson is comparable with NH Hotel Group S.A. (NHH, B+/Stable) in
size and urban positioning, although Radisson is present in a
greater number of cities. Being part of a global group and focused
on the attractive upscale segment provides notorious brand
awareness worldwide. This market recognition and the capability to
grow under an asset-light model acts as a competitive advantage
compared with more local and asset-heavy peers, such as Whitbread
PLC (BBB/Stable) or Alpha Group SARL (B/Stable).

Radisson operates with lower EBITDA margins compared with peers,
due to above-average rent expenses, high fees derived from the
master franchise agreement with Radisson Hotel Group, high salaries
in Nordic and western Europe countries and a sub-optimal pricing
strategy. However, a variability mechanism deployed in its lease
contracts establishes a loss limit in the case of a downturn, the
restructuration of the portfolio and the reorganisation measures
led to a margin improvement in 2018. As a consequence, Radisson's
EBITDA, despite being lower than some rated peers, such as NHH, is
more stable in the medium term.

KEY ASSUMPTIONS

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

  - New 12,000 net rooms between 2019 and 2022 with slightly higher
occupancy and average room rate

  - EBITDA margin improving above 15% by 2022

  - EUR350 million of capex for 2019-2022, including maintenance
capex and repositioning

  - Debt partial repayment to optimise financial burden and cash in
balance sheet

  - EUR20 million and EUR25 million of dividend distribution in
2021 and 2022

Recovery Assumptions:

The recovery analysis is based on a going-concern approach given
Radisson's asset-light model. Fitch uses its estimate for a
post-distress EBITDA of EUR66 million after applying a discount
rate of 35% to the LTM EBITDA (EUR102 million) in a stressed
scenario. The discount rate has been revised to 35% from 50% to
reflect the lower execution risks derived for the implementation of
the five-year plan after evidence of strategy continuity by the new
shareholder.

An enterprise value/EBITDA multiple of 4x is used to calculate a
post-reorganisation valuation due to Radisson's lack of real estate
assets and brand ownership. Fitch has assumed a 10% administrative
claim.

Radisson's super senior revolving credit facility (RCF) of EUR20
million is assumed to be fully drawn upon default and ranks senior
to senior secured notes of EUR250 million.

These assumptions result in an upgrade of the recovery rate for the
senior secured notes within the 'RR2' range (previously 'RR3') to
generate a two-notch uplift (previously a one-notch uplift) to the
senior secured bond rating from the IDR. The waterfall analysis
output percentage on current metrics and assumptions was 87%
(previously 67%).

RATING SENSITIVITIES

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

  - A positive rating action on Radisson will be conditional upon a
positive action on the rating of Jinjiang

The following developments would be considered for the assessment
of Radisson's SCP but only relevant in the theoretical case of
weaker legal, operational and/or strategic ties with Jinjiang:

  - Successful implementation of the transformation plan, leading
to EBIT margin sustainably above 6%

  - FFO lease adjusted net leverage below 4x on a sustained basis

  - EBITDAR/(gross interest + rents) consistently above 1.8x

  - Sustained positive FCF

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

  - Downgrade of the SCP of Jinjiang so long as legal, operational
and/or strategic ties are assessed as strong

The following developments would be considered for the assessment
of Radisson's SCP:

  - No evidence of successful implementation of the transformation
plan, leading to EBIT margin below 1.5% on a sustained basis

  - FFO lease adjusted net leverage above 5x

  - EBITDAR/(gross interest + rents) below 1.3x

  - Continuing negative FCF

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity, Efficient Treasury Management: Radisson has a
strong cash position (EUR231 million unrestricted at end-June
2019). However, Fitch expects this amount to decrease significantly
in accordance with the capex outlined in the five-year plan. Excess
liquidity is managed centrally by the central treasury function and
placed where there is a deficit balance. The central treasury
function monitors the cash position of the different entities
daily, to ensure an efficient and adequate use of cash and
overdraft facilities. Radisson's liquidity is further supported by
its RCF of EUR20 million maturing end-2022.

In July 2018, Radisson issued a EUR250 million bond with a 6.875%
coupon, maturing in 2023. There are currently no significant
maturities until then. The group intends to keep a sizeable
liquidity buffer on its balance sheet to be able to implement its
capex plans.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Jinjiang International Holdings Co, Ltd.: Long-Term
Foreign-Currency IDR of 'BBB+' with a Stable Outlook.

Fitch rates Jinjiang, the world's second-largest hotel group, using
a top-down approach from its internal assessment of the credit
profile of the company's parent, the Shanghai government, in line
with its GRE criteria. Fitch uses Jinjiang's Standalone Credit
Profile of 'b+' as a starting point of the Parent-Subsidiary
Criteria application, as Fitch deems Radisson would not benefit
from the support of the Shanghai government.




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F R A N C E
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EUROPACORP FILMS: Safeguard Procedure Opened to Restructure Debts
-----------------------------------------------------------------
Reuters reports that Europacorp SA on Oct. 21 announced the opening
of safeguard procedure for Europacorp Films USA to restructure the
group's debts.

According to Reuters, the Commercial Court of Bobigny initiated
safeguard procedure for Europacorp Films USA for an initial
duration of six months.

EuropaCorp is a French motion picture company headquartered in
Saint-Denis, a northern suburb of Paris, and one of a few full
service independent studios that both produces and distributes
feature films, as well as the one of the major companies in
Europe.



SAM BIDCO: Moody's Assigns B2 CFR, Outlook Stable
-------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to SAM Bidco SAS.
Concurrently, the rating agency has assigned a B2 instrument rating
to the EUR920 million term loan B1 and B2 following the
contemplated EUR100 million add-on to this facility and a B2
instrument rating to the EUR20 million revolving credit facility.
The outlook is stable.

The rating action follows the announcement by the company of its
intention to refinance its EUR185 million PIK toggle notes with
EUR90 million of cash on balance sheet and an add-on to its
existing term loan of EUR100 million.

The rating action reflects the following interrelated drivers:

  - Sebia's track record of good operating performance with high
single digit organic revenue growth, very high profitability and
strong free cash flow (FCF) generation;

  - high leverage as measured by Moody's-adjusted debt/EBITDA of
6.6x pro-forma for the transaction and based on Moody's projections
for 2019;

  - the company's liquidity will be good following the transaction
despite a decrease in cash available by EUR90 million.

Because of the high leverage following the transaction, the ratings
are weakly positioned in the B2 rating category.

RATINGS RATIONALE

The ratings are supported by the company's (1) global market
leading position in the niche market for diagnostics of multiple
myeloma through electrophoresis; (2) entry into other pathologies
including diabetes and haemoglobin abnormalities which provides
some diversification; (3) good geographical diversification; and
(4) proven track record of organic growth, high margins, strong FCF
generation and deleveraging.

The ratings are constrained by (1) the company's reliance on one
technology (electrophoresis); (2) its relatively small scale in
terms of revenue; (3) pricing pressure in mature core markets; and
(4) the high leverage following the contemplated transaction.

LIQUIDITY

Liquidity is good supported by (1) EUR38 million of cash on balance
projected by the company for year-end 2019 (15% of revenue), after
the contemplated transaction; (2) an undrawn RCF of EUR20 million
with ample headroom under springing covenant (tested if RCF is
drawn by more than 50%, flat covenant at 10.5x); (3) strong FCF of
around EUR50-60 million per annum going forward as projected by
Moody's and (4) long dated maturities with the RCF maturing in 2023
and the term loan in 2024.

ESG CONSIDERATIONS

Sebia's ratings also factor in its private-equity ownership,
reflected in its financial policy of tolerance for high leverage.

STRUCTURAL CONSIDERATIONS

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

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

OUTLOOK

The stable rating outlook reflects Moody's expectation that the
company will be able to reduce Moody's-adjusted debt/EBITDA towards
6.0x within the next 12-18 months. The outlook also incorporates
Moody's expectation that the company will not embark on any
debt-funded transformative acquisitions or make debt-funded
shareholder distributions.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the rating could arise if: (1) Sebia were to
notably improve its product mix, while maintaining strong
profitability; (2) leverage, as measured by Moody's-adjusted
debt/EBITDA, were to decrease below 5.0x sustainably; (3) cash from
operations to debt (CFO/debt) were to increase above 10%
sustainably and (4) the company were to maintain a conservative
financial policy, including voluntary debt prepayments.

Conversely, negative rating pressure could arise if: (1) Sebia's
revenues were to come under pressure as a result of technology
threats or competitive pricing pressures; (2) leverage, as measured
by Moody's-adjusted debt/EBITDA, were to remain above 6.5x for a
prolonged period; (3) CFO/debt were to decrease below 5.0% for a
prolonged period or (4) liquidity position were to weaken.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

PROFILE

Sebia, founded in 1967 and headquartered in Lisses, France,
produces equipment and associated reagents used in niche segments
of the in-vitro diagnostics market. The company has leading market
share in the diagnosis of multiple myeloma, a type of cancer
resulting from abnormal secretion of immunoglobulin produced by the
bone marrow. The company is present as well in the diagnosis of
other pathologies such as diabetes, hemoglobinopathies and other
chronic diseases. The company has one production facility in France
and sells its products in more than 120 countries globally. Sebia
is owned the private equity firm CVC (39%), Caisse de Depot et
Placement du Quebec (39%), Tethys Invest, the investment fund of
the L'Oreal family (19%) and other (2%) since 2017.


TECHNICOLOR SA: Moody's Lowers CFR to B3, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Technicolor S.A.'s corporate
family rating to B3 from B2 and to B3-PD from B2-PD the probability
of default rating of the French media, communication and
entertainment services provider. Concurrently Moody's downgraded to
B3 from B2 the ratings on the group's senior secured term loans and
senior secured term loan B maturing 2023. The outlook on all
ratings remains negative.

RATINGS RATIONALE

The downgrade to B3 reflects Technicolor's weaker actual operating
performance and cash flow generation in the first half of 2019, but
more importantly the expectation of a limited improvement potential
in light of an increasingly weakening macroeconomic environment in
Technicolor's key markets. The environment for the Production
Services business is challenged, nonetheless evidenced by the
recent insolvency filing of Deluxe Entertainment Services Group,
Inc. As a consequence of the operating performance challenges,
Technicolor's financial leverage is currently below the
requirements for the previous B2 rating category, with a reduced
likelihood of a recovery over the next quarters.

The negative outlook reflects the uncertainties related to a
sustainable turnaround of the negative free cash flow generation in
H1 which constrains the company's liquidity situation. Moody's
anticipates that the liquidity situation is expected to improve to
the end of the year, driven by the seasonal working capital release
in the second half of the year and improvement in EBITDA. However,
more structural performance and free cash flow improvements are
required to offset the negative rating pressure.

Technicolor's H1-19 reporting, reflected a challenging business
environment in the first six months of FY19. Company's adjusted
comparable EBITDA (excluding the impact from the implementation of
IFRS 16) declined by 15% to EUR62 million. The Group's
profitability was predominantly burdened by the weak performance of
its Connected Home division, which suffered from declining video
sales in the US and delayed Broadband gateway access sales. Also
revenues in DVD Services declined by 6.1% at constant currency, as
volumes were down by 11% and the profitability was weakened by an
unfavourable product mix. Only the Production Services division
showed a good performance in H1-19, as revenue was up by 9.9% at
constant currency and the company stated a significant improvement
in the division's profitability.

Driven by the overall weak profitability and extraordinarily high
working capital buildup in H1-19, Technicolor reported a negative
FCF of EUR-297 million (vs. comparable FCF in H1-18 of EUR-137
million). The cash position decreases accordingly to just EUR65
million after EUR291 million at FYE-18. At the same time, the
company had drawn EUR100 million of a EUR250 million Revolving
Credit Facility (RCF).

Still, Moody's expects that the company will be able to
significantly improve its operational and financial performance in
H2-19 as Technicolor's weak H1-19 performance has to be seen
against the backdrop of its typical seasonal pattern. Technicolor's
business is characterized by high inventory buildup in H1 and
strong related cash generation in H2, predominantly in Q4. However,
in H1-19 this seasonality was extraordinarily strong and Moody's
regards it as challenging to offset H1-19's shortfall in the course
of H2-19.

Additionally the bankruptcy of Deluxe, which was the result of a
combination of elevated debt levels as well as weakening EBITDA
trends arising from fewer wide release volumes, cancellation and/or
delays of certain movie projects (some of this work was shifted to
studios' in-house production facilities), has indicated a more
challenging environment for production services going forward,
which was Technicolor's best performing business in H1-19.

RATING OUTLOOK

The negative outlook indicates the risk of a downgrade, should
Technicolor fail to turnaround its operating performance in H2-19
and reduce negative free cash flow generation, leading to a further
deterioration of the company's liquidity or should credit metrics
fail to improve.

WHAT COULD CHANGE THE RATING UP / DOWN

Downward pressure on the ratings would evolve, if (1) Technicolor
was unable turnaround its operating performance in H2-19 evidenced
by a recovery of free cash flow generation towards breakeven
levels, (2) Technicolor failed in reducing its leverage below 7x
Moody's-adjusted debt/EBITDA and in improving Moody's-adjusted
EBITA/interest expense above 1, or (3) the liquidity profile
further weakened.

Upward pressure on the ratings would build, if (1) leverage reduced
sustainably below 6x Moody's-adjusted debt/EBITDA, (2)
Moody's-adjusted EBITA/interest expense improved to above 1.5x, and
(3) free cash flow generation strengthened, translating into
mid-single-digit Moody's-adjusted FCF/debt ratios.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Technicolor S.A., headquartered in Paris, France, is a leading
provider of solutions and services for the Media & Entertainment
industries, deploying and monetizing next-generation video and
audio technologies and experiences. The group operates in two
business segments: Entertainment Services and Connected Home.
Technicolor generated revenues of around EUR3.9 billion and EBITDA
(company-adjusted) of EUR266 million in the twelve months ended
June 2019.




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ARMADA EURO IV: Fitch Assigns B-(EXP) Rating on Cl. F Debt
----------------------------------------------------------
Fitch Ratings assigned Armada Euro CLO IV DAC expected ratings. The
assignment of final ratings is contingent on the receipt of final
documents conforming to information already reviewed.

ARMADA EURO CLO IV DAC  
   
Class A; LT AAA(EXP)sf;  Expected Rating

Class B; LT AA(EXP)sf;   Expected Rating

Class C; LT A(EXP)sf;    Expected Rating

Class D; LT BBB-(EXP)sf; Expected Rating

Class E; LT BB-(EXP)sf;  Expected Rating

Class F; LT B-(EXP)sf;   Expected Rating

Sub.;    LT NR(EXP)sf;   Expected Rating

Class X; LT AAA(EXP)sf;  Expected Rating  

Class Z; LT NR(EXP)sf;   Expected Rating

TRANSACTION SUMMARY

Armada Euro CLO IV DAC is a cash flow collateralised loan
obligation (CLO). Net proceeds from the issuance of the notes will
be used to purchase a portfolio of EUR400 million of mostly
European leveraged loans and bonds. The portfolio is actively
managed by Brigade Capital Europe Management LLP. The CLO envisages
a 4.5-year reinvestment period and an 8.5-year weighted average
life (WAL).

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 indicative portfolio is 32.9.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-weighted average recovery rate (WARR)
of the indicative portfolio is 67.6%.

Diversified Asset Portfolio: The transaction is expected to contain
covenants that limit the top 10 obligors, and fixed-rate assets (0%
and 10%), depending on the matrix point chosen by the asset
manager. This ensures that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management: The transaction is governed by collateral
quality and portfolio profile tests. 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.

Cap Limits Interest Rate Mismatch: The transaction includes a
seven-year, EUR15 million interest rate cap with a 2% strike rate.
This partially mitigates the fixed-floating mismatch between the up
to 10% in fixed-rate assets allowable and 0% fixed-rate liabilities
in the transaction.

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

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 or risk-presenting entities
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.


ARMADA EURO IV: S&P Assigns Prelim B-(sf) Rating on Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Armada Euro CLO IV DAC's class X, A, B, C, D, E, and F notes. At
closing, the issuer will also issue unrated class Z and
subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with ita counterparty rating framework.

  Portfolio Benchmarks
  Current
  S&P weighted-average rating factor              2,649
  Default rate dispersion                         546
  Weighted-average life (years)                   5.43
  Obligor diversity measure                       96.88
  Industry diversity measure                      21.50
  Regional diversity measure                      1.41

  Transaction Key Metrics
  Current
  Total par amount (mil. EUR)                     400
  Defaulted assets (mil. EUR)                     0
  Number of performing obligors                   101
  Portfolio weighted-average rating
   derived from our CDO evaluator                 'B'
  'CCC' category rated assets (%)                 0
  Covenanted 'AAA' weighted-average recovery (%)  39
  Covenanted weighted-average spread (%)          3.70
  Covenanted weighted-average coupon (%)          4.75

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

S&P said, "We understand that at closing, the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), the
reference weighted-average coupon (4.75%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. The transaction also benefits from a EUR15 million
interest cap with a strike rate of 2% until December 2026, entered
between the issuer and NatWest Markets PLC, and reducing interest
rate mismatch between assets and liabilities in a scenario where
interest rates exceed 2%. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

Until the end of the reinvestment period on July 15, 2024, the
collateral manager is allowed to substitute assets in the portfolio
for so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager can, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

S&P said, "At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and will be managed by Brigade Capital
Europe Management LLP.

  Ratings List

  Armada Euro CLO IV DAC  
  Class   Preliminary rating    Preliminary amount (mil. EUR)
  X       AAA (sf)              3.00
  A       AAA (sf)              244.00
  B       AA (sf)               45.00
  C       A (sf)                28.00
  D       BBB (sf)              23.00
  E       BB- (sf)              22.00
  F       B- (sf)               10.00
  Z       NR                    TBD
  Subordinated  NR              36.10

  NR--Not rated.
  TBD--To be determined.


EUROPEAN RESIDENTIAL 2019-PL1: DBRS Finalizes B(high) on F Notes
----------------------------------------------------------------
DBRS Ratings GmbH finalized the following provisional ratings to
the notes issued by European Residential Loan Securitization
2019-PL1 DAC (ERLS 2019-PL1 DAC or the Issuer):

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

The Class Z and Class X notes are not rated by DBRS Morningstar and
will be retained by the seller.

Classes A to F (collectively, the Rated Notes) comprise the
collateralized notes. The rating on the Class A notes addresses the
timely payment of interest and ultimate repayment of principal on
or before the final maturity date. The rating on the Class B notes
addresses the timely payment of interest once most senior and the
ultimate repayment of principal on or before the final maturity
date. The ratings on the Class C, D, E and F notes address the
ultimate payment of interest and repayment of principal by the
final maturity date.

The transaction benefits from a non-amortizing reserve fund, which
is split into a general reserve and liquidity reserve. The general
reserve provides liquidity and credit support to the Rated Notes.
The liquidity reserve is amortizing and provides liquidity support
to the Class A notes. Amortized amounts of the liquidity reserve
form part of the general reserve.

The mortgage portfolio comprises owner-occupied and buy-to-let
mortgage loans. The outstanding balance of the mortgage portfolio
was approximately EUR 676 million as at July 31, 2019.

Proceeds from the issuance of the Rated Notes have been used to
purchase first-charge performing and re-performing Irish
residential mortgage loans. The mortgage loans were originated by
Permanent TSB p.l.c. (PTSB) and are primarily secured by Irish
residential properties. Lone Star International Finance DAC (Lone
Star) acquired the mortgage loans in 2018. The legal opinion
received by DBRS Morningstar addresses the transfer of loans from
the seller to the Issuer but does not address the initial sale of
loans from PTSB to the seller. DBRS Morningstar has received a
report on the due diligence carried out at the time of the initial
sale from PTSB to the seller, which amongst other things includes
review of standard form documentation, a searches tracker review
and a physical review of s small number of loan files from the
portfolio. Furthermore, DBRS Morningstar understands that the claw
back period in Ireland after a sale of assets is limited to one
year under most circumstances and notes that the first portfolio
sale was in July 2018.

Start Mortgages DAC (Start) services the mortgage loans and act as
the administrator of the assets for the transaction. Hudson
Advisors Ireland DAC (Hudson) was appointed as the Issuer
administration consultant and, as such, is acting in an oversight
and monitoring capacity.

In the mortgage portfolio, approximately 13% of the loans have been
restructured as split loans (aggregate current balance of EUR 88
million) with an affordable interest-accruing balance (aggregating
to EUR 47.6 million). The remaining warehoused loans will be repaid
at maturity and bear no interest (aggregating to EUR 40.2 million).
For the split loans, a borrower can default during the life of the
loan (e.g., as a result of payment difficulties). Additionally, a
borrower who has managed to maintain payment during the life of the
loan, and hence repays the interest-bearing portion of the split
mortgage in full, may be unable to make a bullet repayment of the
non-interest-bearing warehoused loan at the point of loan maturity.
In its analysis, DBRS Morningstar accounts for defaults and losses
arising from both scenarios.

The probability of default (PD) and loss given default (LGD) on the
interest-bearing loans was estimated by taking into account both
the interest-bearing and non-interest-bearing (i.e., warehoused)
loans. Additionally, borrowers who do not default on the loan
during its loan term may not have the funds available to make a
bullet repayment on the warehoused portion of the loan at maturity.
Moreover, such warehoused loan is deemed unaffordable by the
borrower at the time of the restructure of the loan. Hence, DBRS
Morningstar assumed a 100% default probability for the
non-interest-bearing warehoused loan. Since the borrower would have
fully repaid the interest-bearing portion of the loan in such a
scenario, the exposure at default for such loans will only be equal
to the warehoused loan portion. DBRS Morningstar has taken this
into account when estimating the LGD for such defaults. Losses from
both scenarios were taken into account for the cash flow analysis.

The weighted-average current loan-to-value indexed (WACLTV(ind)) of
the portfolio is 79.7%, with 20.9% of the loans in negative equity.
The credit enhancement for the notes is primarily on account of the
subordinated collateralized notes and the availability of the
general reserve. The Class A notes' credit enhancement is 49.2%,
that for the Class B notes is 39.7%, for the Class C notes is
34.2%, for the Class D notes is 29.5%, for the Class E notes is
24.6% and for the Class F notes is 18.5%.

The senior-most outstanding notes and notes where the respective
principal deficiency ledger balance is less than 10% of the
outstanding balance can also receive liquidity support from
principal receipts. An interest rate caps with a notional of EUR
300 million for seven years may provide further liquidity support
to the notes and partially mitigate basis risk exposure of the
Issuer. The basis risk exposure of the Issuer is on account of
loans where the interest rate is linked to the standard variable
rate (24.9% of the mortgage portfolio), loans paying interest
linked to the European Central Bank rate (69.9% of the mortgage
portfolio), and, in comparison, the interest rate on the notes is
linked to one-month Euribor.

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

-- The 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
Morningstar calculated the PD, 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 Morningstar's "Master European Residential
Mortgage-Backed Securities Rating Methodology and Jurisdictional
Addenda."

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

-- The sovereign rating of the Republic of Ireland, rated A (high)
with a Stable trend (as of the date of this press release).

-- The consistency of the legal structure with DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology and, subject to the comments about the first portfolio
sale previously mentioned, presence of legal opinions addressing
the assignment of the assets to the Issuer.

Notes: All figures are in Euros unless otherwise noted.



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

PRISMA SRL: Moody's Assigns B3 Rating on EUR80MM Class B Notes
--------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to Notes
issued by PRISMA S.r.l.:

  EUR1,210,000,000 Class A Asset Backed Floating Rate Notes
  due November 2039, Assigned Baa1 (sf)

  EUR80,000,000 Class B Asset Backed Floating Rate Notes
  due November 2039, Assigned B3 (sf)

Moody's has not assigned a rating to the EUR 30,000,000 Class J
Asset Backed Variable Return Notes due November 2039, which are
also issued at the closing of the transaction.

This transaction is backed by non-performing loans owned by
UniCredit S.p.A. (Baa1/P-2). This is the second NPL transaction
from UniCredit S.p.A.rated by Moody's after Fino 1 Securitisation
S.r.l. closed in November 2017. The assets supporting the Notes are
residential mortgage loans with a gross book value of around EUR 6
billion as of the cut-off date, October 1st, 2019.

The portfolio will be serviced by doValue S.p.A. (NR). The
servicing activities performed by doValue are monitored by the
monitoring agent, Securitisation Services S.p.A. (NR) which will
also act as back-up servicer facilitator at closing: in case the
servicer agreement is terminated, Securitisation Service will help
selecting a substitute servicer. If the servicer report is not
available at any payment date, the continuity of payments for the
Class A Notes should be achieved since the calculation agent would
prepare the payment report based on estimates.

RATINGS RATIONALE

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

In order to estimate the cash flows generated by the pool, Moody's
used a model that, for each loan, generates an estimate of: (i) the
timing of collections; and (ii) the collected amounts, which are
used in the cash flow model that is based on a Monte Carlo
simulation.

The key drivers for the estimates of the collections and their
timing are: (i) loans representing around 66% of the GBV are
secured loans, all backed by residential properties or annexes and
secured by first ranking lien; (ii) in terms of GBV, 100% of the
pool are individual debtor and almost all processes are
foreclosure, which usually take significantly less time to go
through the legal system than bankruptcy; (iii) the historical data
received from the Originator and Special Servicer, which shows the
historical recovery rates and timing of the collections for secured
and unsecured loans; and (iv) benchmarking with comparable Italian
NPLs transactions.

Hedging: As the collections from the pool are not directly
connected to a floating interest rate, a higher index payable on
the Notes would not be offset with higher collections from the
pool. The transaction benefits from an interest rate cap with
underlying six-month EURIBOR, with UniCredit Bank AG acting as cap
counterparty. On the cap, the SPV receives the difference, if
positive, between six-month EURIBOR and strike which go from 0.20%
from the first IPD to 1.25% in 2034. The notional amounts of the
interest rate cap is equal at closing to the initial balance of the
Class A and Class B Notes and amortizes down with a pre-defined
schedule.

Transaction structure: The transaction benefits from an amortising
cash reserve equal at closing to EUR 49 million and amortizing to
the higher of 4.0% of the Class A Notes balance and EUR 10 million,
which has been funded through a limited recourse loan provided at
closing by Unicredit AG. The cash reserve is replenished after the
interest payments on the Class A Notes and covers Class A Notes'
interest and more senior items. At the initial strike price of the
cap, the cash reserve would be sufficient to cover around 12 months
of interest on the Class A Notes and more senior items.

Moody's used its NPL cash-flow model as part of its quantitative
analysis of the transaction. Moody's NPL model enables users to
model various features of a European NPL ABS transaction - recovery
rates under different scenarios, yield as well as the specific
priority of payments and reserve funds on the liability side of the
ABS structure.

METHODOLOGY

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

The definitive ratings address the expected loss posed to investors
by the legal final maturity of the Notes. Other non-credit risks
have not been addressed, but may have significant effect on yield
to investors.

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

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

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions; and (b) the risk
of increased swap linkage due to a downgrade of a currency swap
counterparty ratings; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.


SUNRISE SPV 2019-2: DBRS Gives Prov. BB(high) Rating on E Notes
---------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the Class A,
Class B, Class C, Class D and Class E Notes (the Rated Notes and
together with the unrated Class M Notes, the Notes) to be issued by
Sunrise SPV Z80 S.r.l. (the Issuer) - as Sunrise 2019-2, as
follows:

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

DBRS Morningstar will not rate the lowest-ranked Class M Notes.

The rating of the Class A Notes addresses the timely payment of
scheduled interest and ultimate repayment of principal by the legal
final maturity date. The ratings of the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes address the ultimate
payment of scheduled interest while subordinated but timely payment
of scheduled interest as the most senior class and ultimate
repayment of principal by the legal final maturity date.

The ratings will be finalized upon receipt of an execution version
of the governing transaction documents. To the extent that the
documents and information provided to DBRS Morningstar as of this
date differ from the executed version of the governing transaction
documents, DBRS Morningstar may assign different final ratings to
the Rated Notes.

The Notes are expected to be backed by a pool of receivables
related to consumer loan contracts originated by Agos Ducato S.p.A.
(Agos), a leading consumer finance company in Italy.

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

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

-- Credit enhancement levels are sufficient to support DBRS
    Morningstar's expected default and recovery assumptions
    under various stress scenarios.

-- The ability of the transaction to withstand stressed cash
    flow assumptions and repays the Rated Notes according to
    the terms under which the Rated Notes have been issued.

-- The capabilities of Agos with respect to originations,
underwriting, servicing and financial strength.

The DBRS Morningstar sovereign rating of the Republic of Italy,
currently BBB (high).

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

Notes: All figures are in Euros unless otherwise noted.




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

BELRON GROUP: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
and Ba3-PD probability of default rating of Belron Group SA, a
leading provider of vehicle glass repair and replacement services
in Europe, North America, and Australasia.

Concurrently, Moody's has (1) affirmed the Ba3 instrument ratings
on the senior secured term loans due 2024-25 at Belron Finance US
LLC and the EUR280 million senior secured revolving credit facility
(RCF) due 2023 at Belron Finance Limited, and (2) assigned Ba3
rating to the new EUR700 to EUR750 million equivalent (to be
denominated in USD) senior secured term loan at Belron Finance 2019
LLC following the company's announcement that it plans to borrow
the new EUR100 to EUR150 million under its senior secured term loan
(rated Ba3) due 2024 at Belron Finance US LLC. The new term loans
will be issued as incremental facilities on the existing term loan
documentation. Proceeds from the new term loans will be used to
fund a distribution to shareholders.

The outlook was changed to stable from negative.

"The affirmation of the ratings and change of Belron's rating
outlook to stable from negative reflects the step change in
Belron's profitability achieved in 2019 and a track record of
consistent compliance with the company's net leverage target, which
we expect to continue. The positive action is despite the planned
EUR850 million dividend recap, which temporarily increases the
Belron's leverage to around 5x by the end of the year from 4.2x as
of June 2019", says Egor Nikishin, Moody's lead analyst for Belron.
"We expect continued strong operating performance and cost
efficiencies will allow Belron to quickly de-lever", adds Mr.
Nikishin.

RATINGS RATIONALE

The Ba3 CFR with stable outlook reflects Moody's expectation that
Belron's Moody's adjusted leverage will decrease to below 4.75x in
the next 12 months. Belron's operating margin (as reported, before
non-recurring items but after executive share plan charges)
improved to 7.7% LTM June 2019 after remaining at 5%-6% over
2013-18. The increase was predominantly from improvements in the
US, where Belron made successful price increases and benefited from
a more favourable product mix, including higher proportion of
advanced driving assistance systems ADAS and value-added products.
Belron's profitability was also supported by its tight cost
control. Recent initiatives, named "Fit for Growth" programme,
include streamlined reporting and back office, more centralised IT
systems and call centres as well as divesture from several less
profitable markets. Moody's expects the company to continue to
increase its scale, achieve more efficiency savings and increase
its share of more profitable products over time. The rating agency
also expects the margin to improve further by the end of 2019 and
reach the historical peak levels of above 9% seen in 2010-11.

Year to date (YTD) June 2019, organic revenue growth was 5.1%,
similar to that recorded in 2015-17 but down from an exceptionally
strong 10.3% in 2018, which benefitted from extreme winter weather
conditions across North America and Europe, leading to temporarily
higher demand in the context of a structural decline in market
volumes. However, declining market volumes have been offset by an
increase in the average job price driven by car parc
premiumisation, ADAS, and more complex and larger windscreens.

YTD EBITDA grew by a very strong 49% (as reported, before
non-recurring items and executive share plan charge), which in turn
led to a reduction in the company's Moody's-adjusted debt/EBITDA to
4.2x as of June and prior to the distribution to shareholders from
5.0x as of December 2018.

The rating is also supported by Belron's (1) relatively stable
business model underpinned by the largely non-discretionary nature
of its services, (2) leading market positions across diversified
geographies with limited competitors in mainly fragmented markets,
(3) well established relationships with large insurers built on
high service levels, and (4) low but stable organic
through-the-cycle growth rates in developed markets.

The rating is constrained by (1) the company's limited product
diversity and the execution risks involved in diversifying into new
markets, (2) the highly competitive industry with significant price
pressure on contract renewals; (3) the option of major insurers to
insource vehicle glass repair and replacement services although
Moody's recognises such efforts to date have mainly been
subsequently reversed; (4) the material proportion of business not
covered by insurers which is vulnerable to competitors and
postponement during economic downturns.

Belron is owned by a Belgium-based automotive service company
D'leteren (55%) and a private equity group Clayton, Dubilier &
Rice. Partial ownership by a private equity sponsor implies a
relatively aggressive financial policy. Belron has announced its
second dividend recap in two years of EUR1.25 billion in total or
2.1x Moody's adjusted EBITDA as of LTM June 2019, which speaks to
the company's appetite for large distributions to the shareholders.
This is however mitigated by the company's strong performance and a
financial policy target to keep net leverage below 4.25x at all
times.

LIQUIDITY

Belron's liquidity is solid reflecting Moody's expectation of
positive free cash flow in the next 12 to 18 months, cash balance
of EUR243 million as of September 30, 2019, and access to an
undrawn revolving credit facility of EUR280 million with ample
headroom under the springing covenant. The nearest material debt
maturity is the revolving credit facility in November 2023.

STRUCTURAL CONSIDERATIONS

The Ba3-PD PDR is aligned with the Ba3 CFR as typical for capital
structures with first lien bank debt with only a springing
covenant. The senior secured term loans and RCF are rated Ba3, also
in line with the CFR, reflecting their first priority pari passu
ranking. These instruments are guaranteed by material subsidiaries
representing at least 80% of consolidated EBITDA, and are secured
by share pledges as well as floating charges over all assets of the
US and UK businesses.

RATING OUTLOOK

The stable outlook incorporates Moody's expectation of a
continuation of solid operating performance including growth in
revenues and stable-to-improving margins, leading to a gradual
deleveraging below 4.75x in the next to 12 months. It also assumes
that Belron will comply with its financial policy target of
maintaining net leverage below 4.25x.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

While unlikely in the near term given high leverage, upward rating
pressure could materialise overtime if (1) the Moody's-adjusted
debt / EBITDA falls sustainably towards 3.0x, (2) the
Moody's-adjusted EBITA margin remains in the low double percentage
digit, and (3) the Moody's-adjusted free cash flow / debt rises to
the high single percentage digit with a good liquidity profile. For
a potential upgrade, the company would also need to demonstrate a
track record of conservative financial policy.

Conversely, negative pressure could be exerted on the rating if (1)
the Moody's-adjusted debt/EBITDA ratio does not reduce below 4.75x
in the next 12 to 18 months, (2) sustained decline in organic
revenue or profitability or (3) free cash flow generation or
liquidity materially weakens.


GALILEO GLOBAL: Moody's Affirms B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and the B2-PD probability of default rating of Galileo Global
Education Finance S.a r.l., an international schools group offering
tertiary private education across 38 brands predominantly in
France, Italy, Cyprus and Mexico. Concurrently, Moody's has
assigned B2 instrument ratings to the new EUR700 million senior
secured term loan B maturing in 2026 and the new EUR100 million
senior secured revolving credit facility maturing in 2026. The
outlook is stable.

The proceeds from the proposed refinancing will be used to: i)
repay existing debt of EUR535 million; ii) pay a dividend
distribution of EUR90 million; iii) acquire a 51% stake in Noroff
for EUR27 million; and iii) increase cash on balance sheet by EUR46
million, which Moody's understands will be used to finance other
acquisitions that the company has identified over the next 12-18
months.

RATINGS RATIONALE

Pro forma the proposed refinancing and Noroff acquisition,
Galileo's total adjusted leverage, as measured by Moody's-adjusted
debt/EBITDA is forecast to increase to 6.3x as of June 2019 from
4.9x as at the December 31, 2018. In the context of Galileo's
business profile, gross adjusted leverage exceeding 6.0x is high,
and weakly positions the company in the B2 rating.

However, Moody's expects Galileo will deleverage to comfortably
below 6.0x over the next 12-18 months given the agency's
expectations that Galileo's earnings will continue to steadily
increase, as they have done over the past few years, and that
acquisitions, which the company has identified beyond the Noroff
acquisition, will be EBITDA-enhancing.

EBITA/interest is forecast to remain comfortable at around 3.0x,
despite the fact that higher debt levels will increase interest
charged, and Moody's expects that Galileo's free cash flow (FCF)
generation (excluding the dividend recap in the year ended June
2020) will remain positive. Moody's forecasts that FCF/debt will be
around 5.0% in 2020 and 2021 (excluding the dividend recap).

Galileo's credit profile will be supported by the cash raised in
the proposed transaction, which will bolster liquidity in the
short-term while gross leverage is high. The acquisition of Noroff,
a leading for-profit educational institution in Norway consisting
of university college and vocational school, enhances the group's
online presence and widens the group's programme offering.

Galileo's B2 CFR is further supported by: (1) its position as one
of the largest European private-pay higher education companies with
a focus on France and Italy; (2) track-record of both successful
organic growth and acquisition integration; (3) some barriers to
entry through regulation, brand reputation and access to real
estate; and (4) strong revenue visibility from committed student
enrolments.

The EUR90 million dividend recap is further evidence of the
company's aggressive financial policy following the EUR70 million
dividend recap in 2018 and the EUR20 million dividend payment in
2017. This tendency to distribute cash to shareholders, combined
with the company's M&A strategy, is factored into the current
rating, but further dividend recaps in the short-term, which
prevent the company's deleveraging to below 6.0x over the next
12-18 months will likely lead to negative rating pressure. Fitch
understands that the proposed documentation allows the company to
make dividend distributions in excess of the EUR90 million Moody's
has currently incorporated into its forecasts and rating analysis.

Galileo's rating is constrained by: (1) its exposure to the highly
competitive and fragmented higher education market; (2) its
reliance on its academic reputation, brand quality and the
requirement to operate in a highly regulated environment; and (3)
continued investments required to integrate acquired schools,
increase capacity and obtain accreditations.

Galileo's gross leverage has been negatively affected by the recent
application of IFRS 16, whereby the total lease obligation of
EUR216 million is higher than the EUR144 million Moody's previously
incorporated into Moody's adjusted leverage. Moody's understands
that the IFRS 16 obligation is greater because of assumptions
related to contract lengths and contract extensions.

LIQUIDITY PROFILE

Moody's considers Galileo's liquidity to be adequate. The
transaction is expected to leave EUR217 million of cash on balance
sheet as at October 31, 2019 and access to the fully undrawn
committed EUR100 million senior secured revolving credit facility
(RCF) due 2026. This includes the EUR90 million dividend payment.
There is one net leverage springing covenant, tested quarterly,
under which Fitch expects the company to retain sufficient
headroom.

While Moody's also expects Galileo to generate positive FCF on an
annual basis, its cash flow profile is seasonal, heavily influenced
by the traditional academic year. The large majority of revenue is
from tuition fees, and cash inflows are therefore at their highest
in the summer months, prior to the commencement of the school year.
Galileo collects tuition fees in advance of the relevant term of
the academic year. This also means that the company tends to record
an annual working capital inflow in years of enrolment growth and
vice versa.

STRUCTURAL CONSIDERATIONS

The capital structure includes a EUR700 million seven-year senior
secured term loan and a EUR100 million RCF, which rank pari passu.
Accordingly, the B2 instrument rating is aligned with the CFR. The
facilities are guaranteed by the company's subsidiaries and benefit
from a guarantor coverage test of not less than 80% of the group's
consolidated EBITDA. The security collateral includes shares, bank
accounts and intercompany receivables of material subsidiaries.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that Galileo
will continue to grow organically and generate positive FCF
generation, such that Moody's gross adjusted leverage improves to
comfortably below 6.0x. The stable outlook reflects Moody's
expectation that Galileo will use excess cash on balance sheet to
successfully execute new acquisitions in the next 12-18 months and
that these will be EBITDA-enhancing.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Upward pressure on the ratings could develop over time if Moody's
adjusted debt-to-EBITDA declines and is sustained well below 5.0x
and free cash flow to debt improves above 5% while maintaining an
adequate liquidity profile.

Downward pressure on the ratings could arise if earnings
deteriorate or further debt raises prevent a decrease in adjusted
debt-to-EBITDA to comfortably below 6.0x, or if FCF or the
company's liquidity profile weakens. A continuation of the
historical aggressive debt-funded acquisitive growth strategy and
recurring large shareholder distributions could also put negative
pressure on the ratings.

LIST OF AFFECTED RATINGS

Issuer: Galileo Global Education Finance S.a r.l.

Assignments:

Senior Secured Bank Credit Facilities, Assigned B2

Affirmations:

Probability of Default Rating, Affirmed B2-PD

Long-term Corporate Family Rating, Affirmed B2

Outlook Actions:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Galileo Global Education Finance S.a r.l. is an international
schools group offering tertiary private education across 38 brands
predominantly in France, Italy, Cyprus, Germany and Mexico. Founded
in 2011, the group teaches over 84,000 private-pay students
(including online students at Studi and in Mexico) aged over 18
years as of June 2019. Providence Private Equity controls Galileo,
with Tethys Invest as a minority shareholder since April 2018 when
it acquired 20% of Galileo. In the fiscal year ending June 2019,
the group reported EUR477 million of revenue and EUR117 million of
company adjusted EBITDA.


MATADOR BIDCO: Fitch Assigns BB LongTerm IDR, Outlook Positive
--------------------------------------------------------------
Fitch Ratings assigned Matador Bidco S.a.r.l. a final Long-Term
Issuer Default Rating of 'BB' with a Positive Outlook. Fitch has
also assigned issue ratings for the senior secured term loan of
'BB'/'RR4'.

In assigning the ratings, Fitch applied its Investment Holding
Companies Rating Criteria. Matador's IDR of 'BB' has been derived
by notching against the existing Compania Espanola de Petroleos,
S.A.U (CEPSA opco; BBB-/Positive) rating based on such factors as
income stream quality, dividend diversification, proportionate
holdco leverage, liquidity, and dividend control and stability.

Income stream quality was considered to be in line with the CEPSA
opco Long-Term IDR of 'BBB-'. A one-notch reduction was applied to
reflect the structural subordination of the holdco. Proportionate
CEPSA opco funds from operations (FFO) gross leverage of 2.5x
compares with proportionate holdco FFO gross leverage of 3.5x. This
additional leverage results in a further notch down versus the
CEPSA opco rating. No notching has been applied with regard to the
other factors listed. The Positive Outlook mirrors the CEPSA opco
Outlook.

The assignment of final ratings has been based upon the completion
of the financing by The Carlyle Group on October 15, 2019 with
terms and conditions in line with its assumptions. The assignment
of final ratings to the debt is based on the receipt of final
documents, which conformed to the draft information already
received.

KEY RATING DRIVERS

Structural Subordination: Distributions from CEPSA opco are
Matador's sole source of earnings and cash flow to support its term
loan. Fitch views Matador's cash flow stream as having minimal or
no diversity and its obligations being structurally subordinated to
the operating needs at CEPSA opco and any future operating
subsidiary level borrowings. Fitch is concerned that distributions
could decline and pressure debt service at Matador if cash flow or
profitability at CEPSA opco is impaired. Nevertheless, changes to
dividend and financial policy will require Carlyle's consent as per
the current shareholder agreement signed between the two
shareholders.

Deleveraging Expected: CEPSA's opco standalone FFO gross adjusted
leverage forecast for 2019 is 2.5x following the acquisition of a
20% stake in the Abu Dhabi concession agreement in offshore oil and
gas fields. Fitch expects gradual deleveraging, which is an
additional consideration behind the current positive rating
Outlook. Overlaying Matador's debt with the opco debt on a
proportional consolidation basis implies a significantly more
leveraged entity than CEPSA opco with FFO gross leverage of 3.5x.

Strategy Unchanged Under New Structure: CEPSA opco's strategy and
financial policy will not change following the change in
shareholding structure. Fitch believes that the introduction of a
minority investor is neutral for the rating. Dividends will be set
by both shareholders in relation to the company's financial results
and no special dividends are planned. Fitch does not expect any
changes to the financial profile or dividend policy of CEPSA opco
following the shareholder change. Matador will not have full
operational control over CEPSA opco.

The relationship between the shareholders will be managed in line
with the shareholder agreement. Focus on investment-grade rating at
CEPSA opco is explicitly enshrined in the document, including a
limit to net leverage of 2.0x.

Integrated Business Model: CEPSA's integrated business model
implies lower volatility of earnings and higher resilience to oil
prices and refining margins than some of its less integrated peers,
such as Marathon Petroleum Corporation (BBB/Stable), Polski Koncern
Naftowy ORLEN S.A. (PKN; BBB-/Stable) and Turkiye Petrol
Rafinerileri A.S. (Tupras; BB-/Negative). CEPSA is present in four
major business segments, which exhibit relatively little
correlation: upstream (36% of EBITDA in 2018), refining (33%),
marketing (20%) and chemicals (14%). Upstream's share of total
earnings should increase over the next two years following the
company's production growth in Abu Dhabi.

Exposure to European Downstream: The European downstream sector has
suffered from overcapacity and structural imbalances, and Fitch
assumes refining margins will revert to their five-year averages
from the highs in 2015 and 2017. Capacity additions and refinery
modernisation in Russia, the Middle East and Asia over the next few
years could keep European downstream margins relatively low.
Overall, Fitch assesses CEPSA's exposure to the European downstream
sector as moderate.

DERIVATION SUMMARY

Matador's IDR of 'BB' has been derived by notching against CEPSA's
rating based on factors including income stream quality, dividend
diversification, proportionate holdco leverage, liquidity, and
dividend control and stability.

Income stream quality was considered to be in line with CEPSA
opco's Long-Term IDR of 'BBB-'. A one-notch reduction was applied
to reflect the structural subordination of the holdco.
Proportionate CEPSA opco FFO gross leverage of 2.5x compares with
proportionate holdco FFO gross leverage of 3.5x. This additional
leverage results in a further notch down versus the CEPSA opco
rating. No notching has been applied with regard to the other
factors listed.

KEY ASSUMPTIONS

  - Oil price deck: USD65/barrel in 2019, USD62.5/bbl in 2020,
USD60/bbl in 2021 and USD57.5/bbl thereafter

  - Benchmark refining margins: USD5/bbl in 2019, and USD5.5/bbl
thereafter; broadly stable petrochemical margins

  - Upstream production rising from 58,000bbl/d in 2018 to around
90,000bbl/d by 2021 on the back of the Abu Dhabi assets ramping up

  - Capex: on average EUR1.1 billion a year over the next five
years

  - Annual Dividends: EUR400 million-450 million over the next five
years at opco level

  - Distributions consistent with Fitch's base-case forecast for
CEPSA opco

  - Amortisation and cash flow sweep consistent with the proposed
term loan terms

RATING SENSITIVITIES

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

  - Positive rating action on CEPSA opco

  - A sustained decline in FFO gross adjusted proportional leverage
to below 2.5x

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

  - Negative rating action on CEPSA opco

  - A sustained increase in FFO gross adjusted proportional
leverage to above 4.0x

  - Decrease in dividends to holdco leading to less than 2.0x debt
service coverage ratio (DSCR) or use of the debt service reserve
account (DSRA)

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: Matador's liquidity is adequate over a 12-month
horizon due to the planned DSRA covering an estimated year of
interest payments equal to circa EUR40 million at transaction
closing, with a contractual minimum threshold of six months of
scheduled amortization and anticipated interest expense. A DSCR
covenant is set at 1.1x.




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

AK YATIRIM MENKEL: Fitch Withdraws 'B+' LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings affirmed Ak Yatirim Menkul Degerler AS's (Ak Yatirim)
Long-Term Foreign Currency Issuer-Default Rating (IDR) at 'B+' with
Negative Outlook. The rating has simultaneously been withdrawn for
commercial reasons.

KEY RATING DRIVERS

The rating of Ak Yatirim is equalised with that of its parent,
Akbank T.A.S., reflecting Ak Yatirim's strategic importance to, and
integration with, the group.

RATING SENSITIVITIES

[Rating sensitivities are no longer relevant given the rating
withdrawal.]

The rating actions are as follows:

  Long-Term Foreign Currency IDR affirmed at 'B+' with Negative
  Outlook and withdrawn

  Short-Term Foreign Currency IDR affirmed at 'B' and withdrawn

  Long-Term Local Currency IDR affirmed at 'B+' with Negative
  Outlook and withdrawn

  Short-Term Local Currency IDR affirmed at 'B' and withdrawn

  National Long Term Rating affirmed at 'A+(tur)' with Stable
  Outlook and withdrawn

  Support Rating affirmed at '4' and withdrawn


TURKIYE HALK: Fitch Puts 'B+' LT IDR on Rating Watch Negative
-------------------------------------------------------------
Fitch Ratings placed Turkiye Halk Bankasi's Long-Term Foreign
Currency Issuer Default Rating of 'B+', senior debt rating of 'B+'
and Viability Rating of 'b' on Rating Watch Negative.

The rating actions follow the announcement on October 15 by the
U.S. Department of Justice that the bank had been charged with
fraud, money laundering, and sanctions offenses. The RWN on the
Long-Term IDRs, senior debt rating and other support-driven ratings
reflects uncertainty surrounding the sufficiency and timeliness of
support from the Turkish authorities in case a material fine or
other punitive measures are imposed on Halk. The RWN on the VR
reflects Fitch's view of the material risk of Halk becoming subject
to a fine or other punitive measures as a result of the U.S.
investigation, which could put downward pressure on its standalone
credit profile.

Fitch expects to resolve the RWN once there is more clarity on the
outcome of the U.S. investigations and the implications this may
have on the bank. The RWN may be maintained longer than six months
if the U.S. investigations are extended for a longer period of
time.

KEY RATING DRIVERS

LONG AND SHORT TERM IDRs, SRF, SR, SENIOR DEBT, NATIONAL RATING

Halk's LTFC IDR and senior debt rating are driven by the bank's
'B+' Support Rating Floor (SRF), which reflects Fitch's view of a
high government propensity to support the bank, in case of need.
This is based on its majority state ownership (51%-owned by the
Turkey Wealth Fund), systemic importance, policy role and a record
of capital and liquidity support. The bank's SRF is one notch below
the sovereign LTFC IDR, reflecting high risks to the ability of the
sovereign to provide support in FC given its limited and volatile
level of net central bank foreign exchange reserves. The
sovereign's greater ability to provide support in local currency
drives the higher Long-Term Local Currency (LTLC) IDR at 'BB-', in
line with Turkey's LTLC IDR.

The RWN reflects (i) uncertainty about the severity and nature of
measures, if any, taken against the bank; (ii) increased
geopolitical tensions between Turkey and the U.S., which could
escalate and raise uncertainty on the authorities' ability and
propensity to provide sufficient and timely support in case a
material fine or other punitive measures are imposed on Halk, and
(iii) significant (49%) non-state ownership of the bank, which may
complicate the prompt provision of solvency support, if required.

VR

Halk's VR reflects concentration of the bank's operations in the
high-risk Turkish operating environment, which deteriorated
significantly in 2018. The latter is evident in the Turkish lira
depreciation (down 28% in 2018 and 9% YtD in 2019) and volatility,
a high, albeit falling, local-currency interest rate environment
and a weak growth outlook (2019: GDP growth of -0.3% forecasted).
Market conditions in 2019 have remained a challenge, exacerbated by
ongoing market volatility and political and geopolitical
uncertainty.

Halk's VR also reflects the bank's weak performance, only modest
capital buffers, reduced access to external funding and Fitch's
view of weaknesses in governance and risk controls. The VR also
captures the bank's solid market shares (end-1H19: 10% of sector
assets, unconsolidated basis).

The RWN on the VR also reflects Fitch's view of an increased risk
of Halk becoming subject to punitive measures, including a fine, as
a result of the U.S. indictment. Such measures could materially
weaken solvency, increase refinancing risks, given potential
reputational damage, and weaken the bank's liquidity position or
negatively impact other aspects of the bank's standalone credit
profile.

Asset-quality risks for the bank are significant and have increased
due to the weaker growth outlook, high Turkish lira interest rates
and local-currency depreciation (given not all FC borrowers are
fully hedged). FC lending amounted to 32% of gross loans at
end-1H19, which is below sector and peer averages. However, Halk
also has exposure to the more vulnerable SME segment (41% of loans
at end-1Q19), although the subsidised SME portfolio typically
outperforms non-subsidised lending. Exposures to the troubled
construction/real estate and energy sectors are additional sources
of risk at the bank.

Halk reported FX-adjusted loan growth of 7% in 1H19, which is above
the sector average. Fitch believes loan growth could still
fluctuate depending on the government's economic agenda and
stimulus packages intermediated by state banks.

Impaired loans as a share of gross loans increased to 4.2% at
end-1H19 from 3.5% at end-2018, reflecting a sharp rise in
non-performing loans (NPLs) in absolute terms following heightened
currency and interest rate volatility in 2018. The impaired loans
ratio remains fairly moderate, although this should be considered
in light of recent rapid loan growth. Fitch expects asset quality
to continue to deteriorate given significant macro risks and market
volatility. Increasing levels of Stage 2 loans (8% of loans at
end-1H19) and restructured loans also suggest the potential for an
increase in impaired loans.

Halk's profitability metrics are weaker than those of most large
bank peers. Halk's operating profit/risk-weighted assets (RWA) fell
to 0.3% in 1H19, reflecting significantly squeezed margins,
increased impairments and lower CPI-linked securities income. Fitch
estimates Halk would have been close to loss-making were it not for
one-off income items in 1H19. The bank's margins came under
pressure from a greater reliance on LC deposit funding as the bank
has not been actively using cheaper, external funding in FC,
partially due to the US investigation and also due to its slower
repricing of the Turkish lira loan portfolio (for example, in the
SME book and supportive loan packages announced by the
authorities).

Lower Turkish lira interest rates may be supportive of Halk's
margins as liabilities reprice quicker than assets. However, risks
to profitability are high from a potential marked weakening of
asset quality.

Halk's core capitalisation has come under pressure from currency
depreciation, rapid loan growth in recent years and high interest
rates. Its Fitch Core Capital (FCC) ratio was a low 9.2% at
end-1H19, below that of peers, and should be viewed in the context
of the bank's growth appetite and asset-quality risks. Internal
capital generation has also weakened following pressure on margins
and asset quality. The Total Capital Adequacy ratio of 14% is
higher and is supported by Additional Tier 1 and subordinated debt,
with some of these instruments having been provided by the Turkish
authorities or state-related entities.

Refinancing risks remain high, as is for the sector, given moderate
FC wholesale funding (including interbank deposits), recent
heightened market volatility, and uncertainty surrounding the U.S.
investigation. Halk has lower reliance on short-term FC funding
than peers, however, having reduced its exposure since 2017, due in
part to more limited market access. It also has sufficient FC
liquidity to cover short-term maturing FC debt (largely comprising
Eurobonds, repo facilities and bilateral loans). Fitch expects LC
support to be forthcoming from the Turkish state, if needed. Timely
and sufficient support in FC from the Turkish authorities may be
constrained by modest net central bank reserves.

RATING SENSITIVITIES

IDRs, SRF, SR, SENIOR DEBT, NATIONAL RATING

Halk's support-driven ratings could be downgraded if the bank does
not receive sufficient and timely support to offset the impact of
any fine or other punitive measures imposed as a result of the U.S
investigation. They could also be downgraded and revised lower, if
Fitch believes that potential support from the Turkish authorities,
even in the absence of disciplinary actions, becomes less
reliable.

The RWN on the support-driven ratings could be removed if Fitch
believes there is a clear commitment by the Turkish authorities to
provide support, in case of need, to the bank to offset potential
punitive actions. However, this would be assessed relative to the
sovereign's ability to provide support in FC, which is constrained
by limited FX reserves.

In common with other state-owned banks, the ratings could also be
downgraded if the sovereign is downgraded, or if Fitch otherwise
believes that the ability of the sovereign to provide support, in
case of need, has markedly weakened.

A reduction in state ownership at Halk, or the introduction of bank
resolution legislation in Turkey aimed at limiting sovereign
support for failed banks, could also negatively impact Fitch's view
of the likelihood of support, although such developments are not
expected in the near term.

VR

The VR could be downgraded if the outcome of the investigations
results in substantial fines, leading to a material weakening of
capitalisation, or if reputational risks result in franchise damage
and increased refinancing risks. In common with other Turkish
banks, the VR is also sensitive to a weakening of asset quality as
the loan book seasons or a marked deterioration of the operating
environment.

The RWN on the VR could be removed if there is increased certainty
that potential fines would not materially weaken capital, or other
aspects of the VR, and if the bank demonstrates that it can
effectively cope with the reputational risk linked to the
allegations.




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

BRITISH STEEL: Oyak's Acquisition Depends on Steel Supply Deals
---------------------------------------------------------------
Kerim Karakaya at Bloomberg News reports that a Turkish group's
acquisition of British Steel depends on lowering the cost of
contracts the U.K.'s No. 2 steelmaker holds with its suppliers,
according to a person familiar with the matter.

Oyak Group, which manages military pensions, entered exclusive
talks in August to buy British Steel, the first step in a rescue
that could save about 5,000 jobs in the U.K.'s manufacturing
heartland, Bloomberg recounts.  The due diligence undertaken by
Oyak's Ataer Holding unit over the past two months found that some
supply deals were uncompetitive and wants them to be revised, the
person, as cited by Bloomberg, said, asking not to be identified as
the process was private.

Despite obstacles, Oyak still wants to acquire British steel,
Bloomberg relays, citing another person familiar with the matter.
According to Bloomberg, the Turkish group, with assets of more than
US$19 billion, said on Aug. 16 that it would conduct a financial,
legal and operational review of British Steel, and talk to the
company's customers, suppliers, employees and labor unions.

The U.K. steel industry has long struggled to be profitable in the
face of high energy and labor costs, Bloomberg discloses.  British
Steel was also hit by the fallout from Brexit, with some European
customers concerned about possible tariffs on their orders,
Bloomberg notes.  At the same time, the weak pound made importing
ingredients, such as iron ore, more expensive, Bloomberg states.

The U.K.'s Insolvency Service said in August Oyak, which owns
steelmakers in Turkey, was the preferred buyer after making an
"acceptable" offer, Bloomberg relates.

Talks with Oyak are continuing, a spokesman for the U.K. Insolvency
Service said by phone on Oct. 21, without giving further details,
Bloomberg notes.  According to Bloomberg, he said when the
exclusivity period for negotiations ends this week, the Insolvency
Service will be able to talk to other interested parties.

                        About British Steel

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

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

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

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

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


CANADA SQUARE 2019-1: Moody's Assigns (P)B1 Rating on Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service assigned provisional credit ratings to
the following Notes to be issued by Canada Square Funding 2019-1
PLC:

GBP [ ] Class A Mortgage Backed Floating Rate Notes due [October
2051], Assigned (P)Aaa (sf)

GBP [ ] Class B Mortgage Backed Floating Rate Notes due [October
2051], Assigned (P)Aa3 (sf)

GBP [ ] Class C Mortgage Backed Floating Rate Notes due [October
2051], Assigned (P)A1 (sf)

GBP [ ] Class D Mortgage Backed Floating Rate Notes due [October
2051], Assigned (P)A3 (sf)

GBP [ ] Class E Mortgage Backed Floating Rate Notes due [October
2051], Assigned (P)Baa3 (sf)

GBP [ ] Class F Mortgage Backed Floating Rate Notes due [October
2051], Assigned (P)B1 (sf)

GBP [ ] Class X Mortgage Backed Floating Rate Notes due [October
2051], Assigned (P)Caa1 (sf)

The GBP [ ] VRR Loan Note due [October 2051] has not been rated by
Moody's.

The Notes are backed by a pool of UK buy-to-let mortgage loans
originated by Fleet Mortgages Limited (NR). The pool was acquired
by Citibank N.A., London Branch (Aa3/P-1 & Aa3(cr)/P-1(cr)) from
Hart Funding Limited following its purchase from Fleet. The
securitised portfolio consists of [1,926] mortgage loans with a
current balance of GBP [427.3] million as of September 30, 2019.
The VRR Loan Note is a risk retention Note which receives [5]% of
all available receipts, while the remaining Notes and Certificates
receive [95]% of the available receipts on a pari-passu basis.

RATINGS RATIONALE

The ratings of the Notes are based on an analysis of the
characteristics and credit quality of the underlying mortgage pool,
sector wide and originator specific performance data, protection
provided by credit enhancement, the roles of external
counterparties and the structural features of the transaction.

MILAN CE for this pool is [12.0]% and the expected loss is [2.0]%.

The portfolio's expected loss is [2.0]%, which is in line with
other UK BTL RMBS transactions owing to: (i) the weighted average
current LTV for the pool of [68.8]%, which is in line with
comparable transactions; (ii) the performance of comparable
originators; (iii) the current macroeconomic environment in the UK;
(iv) some historical track record, evidencing good performance; and
(v) benchmarking with similar UK BTL transactions.

MILAN CE for this pool is [12.0]%, which is in line with other UK
BTL RMBS transactions, owing to: (i) the WA current LTV for the
pool of [68.8]%; (ii) static nature of the pool; (iii) the fact
that [94.4]% of the pool are interest-only loans or part and part
mortgages; (iv) the share of self-employed borrowers of [35.1]%,
and legal entities of [18.4]%; (v) the presence of [20.9]% of HMO
and MUB loans in the pool; and (vi) benchmarking with similar UK
BTL transactions.

At closing, the transaction benefits from a fully funded,
amortising liquidity reserve fund that equals [1.5%] of 100/95 of
the outstanding Class A Notes with a floor of [0.75]% of 100/95
prior to and no floor post the step-up date in [October 2022]
supporting the Class S1 Certificate, Class S2 Certificate and Class
A Notes. The release amounts from the liquidity reserve fund will
flow through the revenue waterfall prior to and through the
principal waterfall post the step-up date. There is no general
reserve fund.

Operational Risk Analysis: Fleet is the servicer in the transaction
whilst Citibank N.A., London Branch, will be acting as the cash
manager. In order to mitigate the operational risk, CSC Capital
Markets UK Limited (NR) will act as back-up servicer facilitator.
To ensure payment continuity over the transaction's lifetime, the
transaction documentation incorporates estimation language whereby
the cash manager can use the three most recent servicer reports
available to determine the cash allocation in case no servicer
report is available. The transaction also benefits from approx. [2]
quarters of liquidity for Class A based on Moody's calculations.
Finally, there is principal to pay interest as an additional source
of liquidity for the Classes A to F (subject to being the most
senior class of Notes outstanding).

Interest Rate Risk Analysis: [91.6]% of the loans in the pool are
fixed rate loans reverting to three months LIBOR with the remaining
portion linked to three months LIBOR. The Notes are floating rate
securities with reference to daily SONIA. To mitigate the
fixed-floating mismatch between fixed-rate assets and floating
liabilities, there will be a scheduled notional fixed-floating
interest rate swap provided by Citibank Europe plc
(Aa3(cr)/P-1(cr)).

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

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

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

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

Significantly different loss assumptions compared with its
expectations at close due to either a change in economic conditions
from its central scenario forecast or idiosyncratic performance
factors would lead to rating actions. For instance, should economic
conditions be worse than forecast, the higher defaults and loss
severities resulting from a greater unemployment, worsening
household affordability and a weaker housing market could result in
a downgrade of the ratings. Deleveraging of the capital structure
or conversely a deterioration in the Notes available credit
enhancement could result in an upgrade or a downgrade of the
ratings, respectively.


CANADA SQUARE 2019-1: S&P Assigns Prelim BB Rating on Class X Certs
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Canada
Square Mortgage Funding 2019-1 PLC's class A, B-Dfrd, C-Dfrd,
D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes. At closing, Canada Square
Funding 2019-1 will also issue unrated class S1, S2, and Y
certificates.

Canada Square Funding 2019-1 is a static RMBS transaction that
securitizes a portfolio of GBP384.1 million buy-to-let (BTL)
mortgage loans secured on properties in the U.K.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer will grant security over all of its assets in favor of
the security trustee.

S&P considers the collateral to be prime, based on the overall
performance of Fleet Mortgages' BTL residential mortgage book as of
August 2019, the originator's conservative lending criteria, and
the absence of loans in arrears in the securitized pool.

Credit enhancement for the rated notes will consist of
subordination from the closing date and overcollateralization
following the step-up date, which will result from the release of
the liquidity reserve excess amount to the principal priority of
payment.

The class A notes will benefit from liquidity support in the form
of a liquidity reserve, and the class A and B-Dfrd through F-Dfrd
notes will benefit from the ability of principal to be used to pay
interest.

There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

S&P said, "Our preliminary 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 reflects our view that, at the assigned
rating, the senior fees and swaps outflows, if any, will be paid on
time."

  Ratings List

  Class            Prelim. Rating   Class size (%)
  A                AAA (sf)         81.7
  B-Dfrd           AA+ (sf)         4.8
  C-Dfrd           AA- (sf)         3.8
  D-Dfrd           A (sf)           2.4
  E-Dfrd           BBB (sf)         1.4
  F-Dfrd           BBB- (sf)        0.9
  X-Dfrd           BB (sf)          3.0
  VRR loan note    NR               5.0
  S1 certificates  NR               N/A
  S2 certificates  NR               N/A
  Y certificates   NR               N/A

  NR--Not rated.
  N/A--Not applicable.
  VRR--Vertical risk retention.


DEVRO: To Shut Bellshill Industrial Estate, 90 Jobs Affected
------------------------------------------------------------
The Scotsman reports that Devro will shut in Bellshill Industrial
Estate and 90 workers will lose their jobs.

According to The Scotsman, the sausage casing firm has done a
review of its global premises and deemed that its Bellshill base is
no longer sustainable.

Devro, as cited by The Scotsman, said the closure was in response
to changing consumer trends and was "part of Devro's drive to
achieve a fully integrated global business."

Unite, the union which represents the workforce, has pledged to do
all it can to support the workers at Bellshill to ensure that no
compulsory redundancies take place, The Scotsman relates.


GALAPAGOS HOLDING: Moody's Withdraws Caa3 CFR on Insolvency
-----------------------------------------------------------
Moody's Investors Service withdrawn all outstanding ratings of
Galapagos Holding S.A. and its subsidiary Galapagos S.A.

RATINGS RATIONALE

The rating action follows the recent applications for the
commencement of insolvency proceedings in respect of Galapagos
Holding S.A. in Luxembourg and England, and the completion of the
balance-sheet restructuring transaction that was first announced on
June 7, 2019. As part of a security enforcement, the shares of
Galapagos BidCo S.a r.l., associated preferred equity certificates
issued by Galapagos BidCo, and intercompany payables owed by
Galapagos BidCo to Galapagos S.A., were sold on October 9, 2019 to
Mangrove LuxCo IV S.a r.l. The proceeds of the transaction were
sufficient to repay 90% of the amounts outstanding in respect of
the senior secured notes issued by Galapagos S.A. It is anticipated
that both Galapagos S.A. and Galapagos Holding S.A. will be wound
up on an insolvency basis.

LIST OF AFFECTED RATINGS

Issuer: Galapagos Holding S.A.

Withdrawals:

LT Corporate Family Rating, Withdrawn , previously rated Caa3

Probability of Default Rating, Withdrawn , previously rated
Ca-PD/LD

Senior Unsecured Regular Bond/Debenture, Withdrawn , previously
rated C

Outlook Action:

Outlook, Changed To Rating Withdrawn From Negative

Issuer: Galapagos S.A.

Withdrawal:

BACKED Senior Secured Regular Bond/Debenture, Withdrawn ,
previously rated Caa2

Outlook Action:

Outlook, Changed To Rating Withdrawn From Negative


GRIPIT FIXINGS: On Brink of Insolvency, Explores Rescue Options
---------------------------------------------------------------
BBC News reports that Gripit Fixings, the firm founded by the
youngest entrepreneur to secure investment on the BBC's Dragons'
Den, is on the brink of insolvency.

Gripit Fixings makes a product designed to fix heavy items to
plasterboard, BBC discloses.  Its inventor, Jordan Daykin, was just
18 when he appeared on the program, BBC notes.

According to BBC, now investors have been told Mr. Daykin has left
the company and an insolvency practitioner has been called in.

The firm's board told them it was in "a precarious position", BBC
relates.

Angry shareholders, who stand to lose their entire investment, have
been reacting on a forum on the crowdfunding platform Crowdcube,
which Gripit has used in the past to raise money, according to
BBC.

Some complained they had been misled about the company's strengths,
others that Mr. Daykin, who is now 24, had ignored requests for
information, BBC relays.

It came after Gripit tried and failed to raise GBP1 million in new
capital by issuing new shares to existing investors, BBC states.

Gripit, as cited by BBC, said the funding round had been
under-subscribed and was therefore being cancelled.

In January, the company was valued at GBP22.5 million and had
raised some GBP4 million from investors, BBC recounts.  However, at
the time of its last fundraising round in September, it was valued
at just GBP6 million, BBC notes.

Now its investors face the prospect of losing all their money, BBC
states.

"Without a substantial cash injection, the company is not able to
continue to trade into the future or deliver on its growth plans,"
BBC quotes the update from Gripit as saying.

"To this end, the board have secured the advice of an appropriate
insolvency practitioner and will examine the company's options in
the coming days."

Options included a restructuring plan or a sale of the business,
according to BBC.

When contacted by BBC, the firm, registered as UK Building Products
Ltd, issued a statement saying Steven Wineglass, a director at
corporate recovery and insolvency practice Inquesta,
was providing assistance to it.


MAN GLG VI: DBRS Finalizes BB(high) Rating on Mezzanine Facility
----------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings following an
amendment of the Senior Funding Facility (SFF) and the Mezzanine
Funding Facility (MFF; together with the SFF, the Facilities) of
Man GLG Euro CLO VI DAC (the Borrower) as follows:

-- SFF rated A (low) (sf)
-- MFF rated BB (high) (sf)

The rating on the SFF addresses the timely payment of interest and
ultimate payment of principal payable on or before the Warehouse
Maturity Date. The rating on the MFF addresses the ultimate payment
of interest and principal payable on or before the Warehouse
Maturity Date. DBRS Morningstar is finalizing the provisional
ratings as the aggregate principal balance of the assets (based on
committed trades) in the warehouse reached over EUR 60 million in
accordance with the applicable matrix cases. The provisional
ratings were assigned on January 31, 2019 with the MFF having a
rating of BBB (low) at the time. As a result of amendments to
warehouse deed that were executed on September 18, 2019, the
finalized rating of the MFF will be BB (high). The lower rating
reflects DBRS Morningstar's analysis of amendments of reduction in
the credit enhancement, changes to both the Collateral Quality
Tests (CQTs) and drawdown structure.

The Borrower is a designated activity company incorporated under
the laws of the Republic of Ireland. The warehouse transaction is
set up as a cash flow securitization, which will be collateralized
by a portfolio of leveraged loans and high-yield bonds subject to
CQTs and portfolio profile tests. GLG Partners LP acts as the
Borrower's Investment Manager.

As of October 8, 2019, the transaction portfolio consisted of EUR
136 million of collateral obligations extended to 52 borrowers. The
Borrower will continue to draw on the Facilities based on the
advanced rates predetermined in the deed. Upon each drawing
request, the CM will ensure that certain tests are in compliance on
an asset-traded balance. As the trades settle in the warehouse
portfolio, under the drawing schedule, Barclays Bank PLC (Barclays;
Senior and Mezzanine Lender; rated "A" with a Stable trend by DBRS
Morningstar) will continue to fund the Facilities upon the
Borrower's request.

The warehouse has a 12-month reinvestment period followed by an
amortization period. The warehouse will reach its maturity date at
the earliest of the CLO Closing Date, an Early Redemption Date, the
Final Distribution Date or December 2033.

Elavon Financial Services DAC, U.K. branch will act as the Account
Bank and the collateral manager (CM) will operate the bank
accounts. As per the transaction documentation, if the rating of
the Account Bank is either withdrawn or downgraded below "A", the
entity must be replaced within 30 calendar days by a financial
institution with a DBRS Morningstar public rating of "A".

DBRS Morningstar analyzed an advanced rate covenant matrix
structure where the warehouse notional amount will total EUR 400
million with the equity notional amount varying between 10% and 25%
of the commitment amount at different points in the structure. The
last drawing point in the covenant matrix is expected to have a
total capitalization of EUR 400 million, which constitutes an SFF
size of 80% of the total capitalization, an MFF size of EUR 10% of
the total capitalization, and the remaining 10% in equity. The MFF
size can be increased or reduced to provide credit enhancement to
the SFF. As the size of the capital structure increases, collateral
quality tests, such as the DBRS Morningstar recovery rate,
weighted-average (WA) spread and WA coupon also change.

DBRS Morningstar used the publicly available CLO Asset Model to
determine a lifetime pool default rate at the required rating
levels for each drawing point. The CLO Asset Model takes key
covenants of the portfolio to create a stressed analysis pool for
each level of the drawing schedule based on the covenants. The CLO
Asset Model employs a Monte Carlo simulation to determine
cumulative default rates (or hurdle rates) at each rating stress
level. Break-even default rates on the Facilities were determined
in accordance with DBRS Morningstar's "Cash Flow Assumptions for
Corporate Credit Securitizations" methodology.

For the underlying collateral analysis, DBRS Morningstar will
either use (1) its own publicly available ratings of each obligor;
(2) publicly available obligor ratings from other nationally
recognized statistical rating organizations when DBRS Morningstar
ratings are not available; and (3) the necessary information to
complete the credit estimate from the CM, if no public ratings are
available.

The ratings of the Facilities are based on DBRS Morningstar's
review of the above-mentioned factors and the following analytical
considerations:

-- The transaction structure, the form and sufficiency of
available credit enhancement as well as the portfolio
characteristics. The portfolio profile tests are set at a portfolio
notional of EUR 400 million at all times and DBRS Morningstar
created stressed pools for its analysis based on these covenants.

-- The transaction parties' financial strength and capabilities to
perform their respective duties and the quality of origination,
underwriting and servicing practices.

-- An assessment of the operational capabilities of key
transaction participants.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay lenders according to the terms of their
investment. Interest and principal payments on the Facilities will
accrue and are payable quarterly.

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

The transaction structure was analyzed in the DaVinci cash flow
engine, considering the default rates at which the rated notes did
not return all specified cash flows.

Notes: All figures are in Euros unless otherwise noted.


NEWDAY PARTNERSHIP 2017-1: DBRS Confirms B Rating on Class F Notes
------------------------------------------------------------------
DBRS Ratings Limited confirmed its ratings of the notes issued by
NewDay Partnership Funding 2017-1 plc (NewDay Partnership 2017-1),
NewDay Partnership Funding Loan Note Issuer VFN-P1 V1 (Sub Series
V1) and NewDay Partnership Funding Loan Note Issuer VFN-P1 V2 (Sub
Series V2), as follows:

NewDay Partnership 2017-1:

-- AAA (sf) on the Class A Notes
-- AAA (sf) on the Class B Notes
-- AA (high) (sf) on the Class C Notes
-- A (sf) on the Class D Notes
-- BBB (sf) on the Class E Notes
-- B (sf) on the Class F Notes

Sub Series V1:

-- A (sf) on the Class A Loan Note
-- BB (sf) to the Class E Loan Note
-- B (sf) to the Class F Loan Note

Sub Series V2:

-- AAA (sf) on the Class A Loan Note
-- AAA (sf) on the Class B Loan Note
-- AA (high) (sf) on the Class C Loan Note
-- A (sf) on the Class D Loan Note
-- BB (sf) on the Class E Loan Note
-- B (sf) on the Class F Loan Note

The ratings of the Class A Notes address the timely payment of
interest and the ultimate payment of principal by the final
maturity date. The ratings of the other classes of the notes
address the ultimate payment of interest and principal by the final
maturity date.

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

-- Portfolio performance, in terms of delinquencies and
charge-offs, as of September 2019.

-- Portfolio Monthly Principal Payment Rate (MPPR), Charge-Off
Rate and Yield Rate assumptions.

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

-- No early termination events have occurred.

The series are part of a master issuance structure where all series
of notes are supported by the same pool of co-branded high street
retailer credit card, store card receivables and installment credit
loans originated by NewDay Ltd, the Originator, in the United
Kingdom. The portfolio is serviced by NewDay Cards Ltd. All series
are currently in their respective revolving periods.

PORTFOLIO PERFORMANCE AND ASSUMPTIONS

As of the September 2019 payment date, receivables more than 90
days delinquent represented 1.0% of the outstanding balance,
unchanged from September 2018. The portfolio yield and MPPR were
23.2% and 25.9%, respectively. The annualized charge-off rate was
4.5%. DBRS Morningstar maintained its MPPR, portfolio yield and
charge-off rate assumptions at 20.5%, 19.0% and 5.0%,
respectively.

CREDIT ENHANCEMENT

Credit enhancement is provided by subordination of the junior notes
and has remained stable as all the series are currently in their
respective revolving periods. There are also series-specific
liquidity reserve funds that cover shortfalls in senior fees and
interest on the notes.

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

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


SEAPOINT PARK CLO: S&P Assigns Prelim B-(sf) Rating on Cl. E Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Seapoint
Park CLO DAC's class X to E European cash flow CLO notes. At
closing, the issuer will issue unrated subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

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

S&P said, "We understand that at closing the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior-secured term loans and senior-secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.75%), the
reference weighted-average coupon (4.55%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category."

The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. Hence, in S&P's cash flow analysis, it
has considered scenarios in which the target par amount declined by
the maximum amount of reduction indicated by the arranger.

Under S&P's structured finance sovereign risk criteria, it
considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.

Until the end of the reinvestment period on May 22, 2024, the
collateral manager may substitute assets in the portfolio for so
long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class X to D notes. Our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses
commensurate with the same or higher rating levels than those we
have assigned. However, as the CLO will be in its reinvestment
phase starting from closing, during which the transaction's credit
risk profile could deteriorate, we have capped our preliminary
ratings assigned to the notes.

"For the class E notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC+' rating. However, following the
application of our 'CCC' rating criteria, we have assigned a 'B-
(sf)' rating to this class of notes."

The one notch of ratings uplift (to 'B-') from the model generated
results (of 'CCC+'), reflects several key factors, including:

-- Credit enhancement comparison: The available credit enhancement
for this class of notes is in the same range as other CLOs that S&P
rates, and that have recently been issued in Europe.

-- Portfolio characteristics: The average credit quality of the
portfolio is similar to other recent CLOs.

-- S&P's model generated portfolio default risk at the 'B-' rating
level at 25.96% (for a portfolio with a weighted-average life of
5.4 years) versus 16.7% if we were to consider a long-term
sustainable default rate of 3.1% for 5.4 years, which would result
in a target default rate of 16.7%.

-- The actual portfolio is generating higher spreads and
recoveries versus the covenanted thresholds that S&P has modeled in
its cash flow analysis.

S&P said, "For us to assign a rating in the 'CCC' category, we also
assessed if; a) whether the tranche is vulnerable to non-payments
in the near future, b) if there is a one in two chance for this
tranche to default, and c) if we envision this tranche to default
in the next 12-18 months.

"Following this analysis, we consider that the available credit
enhancement for the class E notes is commensurate with the 'B-
(sf)' rating assigned."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Blackstone/GSO
Debt Funds Management Europe Ltd.

  Ratings List

  Seapoint Park CLO DAC  
  Class   Prelim. Rating   Prelim. amount (mil. EUR)
  X       AAA (sf)         3.00
  A-1     AAA (sf)         248.00
  A-2A    AA (sf)          29.00
  A-2B    AA (sf)          11.00
  B       A (sf)           30.00
  C       BBB (sf)         23.50
  D       BB (sf)          20.50
  E       B- (sf)          10.80
  Sub notes    NR          30.55


SEAPOINT PARK: Fitch Assigns B-(EXP) Rating on Class E Debt
-----------------------------------------------------------
Fitch Ratings assigned Seapoint Park CLO DAC expected ratings.

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

RATING ACTIONS

Seapoint Park CLO DAC

Class X;    LT AAA(EXP)sf; Expected Rating

Class A1;   LT AAA(EXP)sf; Expected Rating

Class A2A;  LT AA(EXP)sf;  Expected Rating

Class A2B;  LT AA(EXP)sf;  Expected Rating

Class B;    LT A(EXP)sf;   Expected Rating

Class C;    LT BBB(EXP)sf; Expected Rating

Class D;    LT BB(EXP)sf;  Expected Rating

Class E;    LT B-(EXP)sf;  Expected Rating

Sub.;       LT NR(EXP)sf;  Expected Rating

TRANSACTION SUMMARY

Seapoint Park CLO DAC is a securitisation of mainly senior secured
loans (at least 90%) with a component of senior unsecured,
mezzanine and second-lien loans. A total expected note issuance of
EUR406.35million will be used to fund a portfolio with a target par
of EUR400 million. The portfolio will be managed by Blackstone /
GSO Debt Funds Management Europe Limited. The CLO envisages a
4.5-year reinvestment period and an 8.5-year weighted average
life.

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B+'/'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 31.63, below the indicative covenanted
maximum Fitch WARF of 32.50.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 65.91%, above the indicative covenanted minimum Fitch
WARR of 64.70%.

Limited Interest Rate Exposure

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 2.75% of the target par.
Fitch modelled both 0% and 10% fixed-rate buckets and found that
the rated notes can withstand the interest-rate mismatch associated
with each scenario.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the three
largest (Fitch-defined) industries in the portfolio is covenanted
at 40%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.

Portfolio Management

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

Cash Flow Analysis

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

RATING SENSITIVITIES

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


SIRIUS MINERALS: Crashes Out of FTSE 250 Amid Funding Woes
----------------------------------------------------------
Simon Foy at The Telegraph reports that Sirius Minerals will crash
out of the FTSE 250 on Oct. 23 after a torrid year in which its
share price collapsed.

According to The Telegraph, the fertilizer miner will become part
of the FTSE small cap index in another blow for thousands of retail
investors.

Last month, the company lost more than half its market value in a
single day after announcing that its US$3 billion (GBP2.4 billion)
funding plan for a fertilizer mine in Yorkshire had fallen through,
The Telegraph recounts.

Sirius admitted failing to sell the bonds needed to unlock its
financing, leaving it set to run out of cash in six months, The
Telegraph discloses.  It is now seeking alternative funds or a
partner to save the project, The Telegraph notes.

Sirius Minerals plc is a fertilizer development company based in
the United Kingdom.


THOMAS COOK: PwC, EY Accused of Being "Complicit" in Collapse
-------------------------------------------------------------
Tabby Kinder at The Financial Times reports that MPs have accused
two of the UK's Big Four accounting groups of being "complicit" in
the failure of Thomas Cook, slamming one, the travel group's former
auditor PwC, over an alleged conflict of interest in its pay advice
to executives.

Ernt & Young (EY), which audited Thomas Cook from 2017 until it
went bust last month, and PricewaterhouseCoopers (PwC), which
checked its books between 2007 and 2016, were forced to defend
their audits in a Commons business select committee hearing on Oct.
22, the FT relates.

According to the FT, MPs criticized the auditors for repeatedly
signing off the company's accounts with a clean bill of health
despite admitting they had raised significant risks to its
financial stability with its board and had concerns over some of
its accounting practices.

Rachel Reeves, who chairs the committee, said PwC should have more
aggressively challenged management on its allocation of large
exceptional items, the FT notes.  She also said EY had displayed
"no learning" on the appropriate accounting treatment of large
amounts of goodwill from the failure of Thomas Cook, the FT
relays.

PwC, the FT says, was also challenged by MPs over a conflict of
interest for advising bosses on their pay and bonuses while it was
the company's auditor.

PwC earned GBP4 million providing remuneration advice to Thomas
Cook between 2007 and 2011, the FT discloses.

EY is being investigated by the Financial Reporting Council over
its 2018 audit of Thomas Cook, the FT states.  The regulator said
it would "keep under close review" the scope of its investigation
and the question of whether to open any further probes, according
to the FT.

                       About Thomas Cook Group

Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world.  TCG was formed in 2007 following the
merger between Thomas Cook AG and MyTravel Group plc.
Headquartered in London, the Group's key markets are the UK,
Germany and Northern Europe.  The Group serves 22 million customers
each year.

The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain.  The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.

As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.

The travel agent originally proposed a restructuring.  It was
scheduled to ask creditors Sept. 27, 2019, for approval of a scheme
of arrangement that involves (a) substantially deleveraging the
Group by converting GBP1.67 billion of RCF and Notes debt currently
outstanding into new shares (15%) and a subordinated PIK note (at
least GBP81 million) to be issued by the recapitalized Group in
proportions still to be agreed; and (b) the transfer of at least a
75% interest in the Group Tour Operator and an interest of up to
25% in the Group Airline to Chinese investor Fosun Tourism Group.

Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding.  The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.

But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and are now under the control of the
Official receiver.  The UK business has ceased trading with
immediate effect and all future flights and holidays are cancelled.
All holidays and flights provided by Thomas Cook Airlines have
been cancelled and are no longer operating.  All Thomas Cook's
retail shops have also closed.  

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.


WARWICK FINANCE: Moody's Raises GBP40.5MM Class E Notes to Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight Notes in
Warwick Finance Residential Mortgages Number One PLC and Warwick
Finance Residential Mortgages Number Two plc. The rating action
reflects better than expected collateral performance and increased
levels of credit enhancement for the affected Notes.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain current rating on the affected
Notes.

Issuer: Warwick Finance Residential Mortgages Number One PLC

GBP1088.0M Class A Notes, Affirmed Aaa (sf); previously on Feb 28,
2018 Affirmed Aaa (sf)

GBP180.1M Class B Notes, Upgraded to Aaa (sf); previously on Feb
28, 2018 Upgraded to Aa1 (sf)

GBP52.5M Class C Notes, Upgraded to Aa2 (sf); previously on Feb 28,
2018 Upgraded to Aa3 (sf)

GBP30.0M Class D Notes, Upgraded to A2 (sf); previously on Feb 28,
2018 Upgraded to A3 (sf)

GBP40.5M Class E Notes, Upgraded to Ba1 (sf); previously on Feb 28,
2018 Affirmed Ba2 (sf)

GBP46.5M Class F Notes, Affirmed B3 (sf); previously on Feb 28,
2018 Affirmed B3 (sf)

Issuer: Warwick Finance Residential Mortgages Number Two PLC

GBP1241.4M Class A Notes, Affirmed Aaa (sf); previously on Feb 28,
2018 Affirmed Aaa (sf)

GBP89.2M Class B Notes, Affirmed Aaa (sf); previously on Feb 28,
2018 Upgraded to Aaa (sf)

GBP66.0M Class C Notes, Upgraded to Aaa (sf); previously on Feb 28,
2018 Upgraded to Aa1 (sf)

GBP57.8M Class D Notes, Upgraded to Aa2 (sf); previously on Feb 28,
2018 Upgraded to A3 (sf)

GBP46.2M Class E Notes, Upgraded to Baa1 (sf); previously on Feb
28, 2018 Affirmed Ba2 (sf)

GBP56.1M Class F Notes, Upgraded to B1 (sf); previously on Feb 28,
2018 Affirmed B3 (sf)

RATINGS RATIONALE

The rating action is prompted by the better than expected
collateral performance and increased levels of credit enhancement
for the affected Notes.

The rating action also took into account the increased uncertainty
relating to the impact of the performance of the UK economy on the
transaction over the next few years, due to the on-going
discussions relating to the final Brexit agreement.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

Moody's decreased the expected loss assumption to 3.85% from 4.5%
and to 3.75% from 5% as a percentage of original pool balance for
Warwick Finance Residential Mortgages Number One PLC and for
Warwick Finance Residential Mortgages Number Two PLC, respectively,
due to the improving performance.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in both transactions.

For Warwick Finance Residential Mortgages Number One PLC, the
credit enhancement for Classes B, C, D and E affected by the rating
action increased to 27.0% from 22.5%, to 21.5% from 18.0%, to 18.3%
from 15.3% and to 14.1% from 11.8% respectively since the last
rating action in February 2018.

For Warwick Finance Residential Mortgages Number Two plc, the
credit enhancement for Classes C, D, E and F affected by the rating
action increased to 27.2% from 22.1%, to 21.7% from 17.6%, to 17.2%
from 14.0% and to 11.8% from 9.7% respectively since the last
rating action in February 2018.

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

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) deleveraging of the capital
structure; (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the Notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.



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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-
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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.

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