/raid1/www/Hosts/bankrupt/TCREUR_Public/180320.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Tuesday, March 20, 2018, Vol. 19, No. 056


                            Headlines


C R O A T I A

AGROKOR DD: Expects to Reach Agreement Over Sberbank Claims


G E R M A N Y

RWE AG: Moody's Reviews Ba2 Sub. Securities Rating for Downgrade


I R E L A N D

ARMADA EURO II: Moody's Assigns (P)B2 Rating to Class F Notes
BLACKROCK EUROPEAN I: S&P Assign B- (sf) Rating to Cl. F-R Notes
MANLEY CONSTRUCTION: Survival Scheme Approved, Exits Examinership
PRECISE MORTGAGE 2015-2B: Moody's Affirms Ba2 Cl. E Notes Rating


L U X E M B O U R G

GILEX HOLDING: Moody's Assigns B2 Long-Term Issuer Rating
GILEX HOLDING: Fitch Assigns Long-Term 'BB' IDR, Outlook Stable


N E T H E R L A N D S

CIDRON OLLOPA: Moody's Assigns B2 CFR, Outlook Stable
SRLEV NV: Moody's Affirms Ba1(hyb) Backed Sub. Debt Rating
TELEFONICA EUROPE: Moody's Assigns Ba2 Rating to Hybrid Debt


S W E D E N

AKELIUS RESIDENTIAL: S&P Rates Subordinated Hybrid Notes 'BB+'
SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Affirms 'BB' ICR


U N I T E D   K I N G D O M

CARILLION PLC: FRC Launches Probe Into Ex-Directors' Misconduct
GLOBALWORTH REAL: Moody's Ups CFR to Ba1, Revises Outlook to Pos.
INMARSAT PLC: Moody's Lowers CFR to Ba2, Outlook Stable
MANIFEST: Enters Administration, Seeks Buyer for Business
RMAC NO. 1: Moody's Assigns (P)Ca Ratings to 2 Tranches

RMAC NO. 1: S&P Assigns Prelim CCC (sf) Rating to X1/X2 Notes
SLATERS OF ABERGELE: Cash Flow Pressure Prompts Administration


                            *********



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C R O A T I A
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AGROKOR DD: Expects to Reach Agreement Over Sberbank Claims
-----------------------------------------------------------
Igor Ilic at Reuters reports that indebted Croatian food group
Agrokor expects to reach an agreement over the claims of its
largest creditor, Russia's Sberbank, this week, a key step in its
attempts to secure a debt restructuring deal.

Agrokor, the largest private company in the Balkans with some
60,000 staff, was put under state-run administration last April
for 15 months after an overly-ambitious expansion drive left it
weighed down by borrowings, Reuters recounts.

Claims against the company, including those still subject to
dispute, total about HRK58 billion (US$9.6 billion), Reuters
discloses.  Creditors include foreign and local banks,
bondholders and suppliers, Reuters notes.

The biggest single creditor is Sberbank, with a claim of EUR1.1
billion (US$1.4 billion), Reuters states.  However, its claim has
been disputed, with Sberbank filing lawsuits outside Croatia to
try to secure repayment, Reuters relays.

"The talks (with Sberbank) are moving forward, an agreement in
principle already exists and the signing of a deal could take
place [this] week," Reuters quotes Agrokor's crisis manager
Fabris Perusko as saying on March 15.

The deal between Agrokor and Sberbank is expected to include the
withdrawal of lawsuits and an acknowledgment of Sberbank's
claims, according to Reuters.

Agrokor, as cited by Reuters, said on March 14 its assets were
estimated to be worth between EUR1.8 and EUR3.8 billion, far
short of the claims against it and signalling creditors face
hefty losses.

Agrokor's crisis management wants to have debt settlement terms
ready by April 10, Reuters says.

According to Reuters, a settlement must be signed by July 10 if
the company is to avoid bankruptcy.

                        About Agrokor DD

Founded in 1976 and based in Zagreb, Crotia, Agrokor DD is the
biggest food producer and retailer in the Balkans, employing
almost 60,000 people across the region with annual revenue of
some HRK50 billion (US$7 billion).

On April 10, 2017, the Zagreb Commercial Court allowed the
initiation of the procedure for extraordinary administration over
Agrokor and some of its affiliated or subsidiary companies.  This
comes on the heels of an April 7, 2017 proposal submitted by the
management board of Agrokor Group for the administration
proceedings for the Company pursuant to the Law of Extraordinary
Administration for Companies with Systemic Importance for the
Republic of Croatia.

Mr. Ante Ramljak was simultaneously appointed extraordinary
commissioner/trustee for Agrokor on April 10.

In May 2017, Agrokor dd, in close cooperation with its advisors,
established that as of March 31, 2017, it had total liabilities
of HRK40.409 billion.  The company racked up debts during a rapid
expansion, notably in Croatia, Slovenia, Bosnia and Serbia, a
Reuters report noted.

On June 2, 2017, Moody's Investors Service downgraded Agrokor
D.D.'s corporate family rating (CFR) to Ca from Caa2 and the
probability of default rating (PDR) to D-PD from Ca-PD. The
outlook on the company's ratings remains negative.  Moody's also
downgraded the senior unsecured rating assigned to the notes
issued by Agrokor due in 2019 and 2020 to C from Caa2.  The
rating actions reflect Agrokor's decision not to pay the coupon
scheduled on May 1, 2017 on its EUR300 million notes due May 2019
at the end of the 30-day grace period. It also factors in Moody's
understanding that the company is not paying interest on any of
the debt in place prior to Agrokor's decision in April 2017 to
file for restructuring under Croatia's law for the Extraordinary
Administration for Companies with Systemic Importance.

On June 8, 2017, Agrokor's Agrarian Administration signed an
agreement on a financial arrangement agreement worth EUR480
million, including EUR80 million of loans granted to Agrokor by
domestic banks in April. In addition to this amount, additional
buffers are also provided with additional EUR50 million of
potential refinancing credit. The total loan arrangement amounts
to EUR1,060 million, of which a new debt totaling EUR530 million
and the remainder is intended to refinance old debt.



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G E R M A N Y
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RWE AG: Moody's Reviews Ba2 Sub. Securities Rating for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
Baa3 issuer rating of RWE AG (RWE), and the Ba2 rating of its
subordinated hybrid capital securities (the hybrids). The Prime-3
commercial paper ratings were also placed on review for
downgrade.

The rating review was prompted by the March 12 announcement that
RWE had reached an agreement with E.ON SE (E.ON) over the sale of
its 76.8% stake in innogy SE (innogy) as part of a wide-ranging
exchange of assets.

RATINGS RATIONALE

The complex transaction, if concluded, will result in a material
shift in RWE's business and financial risk profile and the
ratings review will consider the likely overall effect of
multiple credit positive and credit negative elements.

Under the agreement with E.ON, RWE will transfer its 76.8% stake
in innogy. In exchange RWE will receive (1) most of E.ON's
renewables business and minority interests in the RWE-operated
nuclear power plants; (2) innogy's renewables business and
certain other innogy assets; and (3) a 16.67% stake in the
enlarged E.ON. RWE is entitled to the economic success of these
assets from January 2018 onwards and will also receive the innogy
dividends for fiscal 2017 and 2018. Therefore the transaction
provides for a cash payment from RWE to E.ON of EUR1.5 billion.

There are a number of steps to the announced deal and RWE expects
closing of the transaction by end 2019, following customary
antitrust and regulatory approvals, and execution of the asset
transfers from E.ON to RWE.

In Moody's view, credit positive elements to be taken into
consideration include that the future RWE group will become a
larger power generator with a highly-diversified fleet across
different technologies, including some 8 gigawatts (GW) in
renewables under operation. The more diversified generation mix
coupled with a well-developed trading platform will make RWE
better positioned to face the challenges associated with energy
transition in particular in its core market in Germany, where (1)
RWE's conventional generation remains challenged by low power
prices; (2) the company's output will decrease as nuclear plants
are shut down until 2022; and (3) there is uncertainty regarding
the longer term prospects for coal and lignite generation pending
government's update to its energy policy. A significant scale and
regional diversification will underpin the credit quality of the
future RWE group.

The asset swap with E.ON will result in higher earnings potential
for RWE as the subordinated dividend income from innogy will be
replaced with overall higher (1) cash flows from largely
contracted renewables, over which RWE will have a managerial
control; and (2) dividend income from a larger E.ON group, whose
primary focus will be on energy networks and customer solutions.
RWE will further hold a 16.67% stake in future E.ON, which will
provide the company with additional financial flexibility.

The above positives are counterbalanced by (1) the expected
EUR1.5 billion payment to E.ON; (2) high capital expenditure
associated with development of new renewable capacity, mainly
offshore and onshore wind; and (3) increasingly competitive
market for renewables. The transaction is subject to execution
risks, including timely antitrust and regulatory approvals.

Moody's notes RWE's strong commitment to maintaining an
investment grade rating, with expected leverage of 2.5 to below
3x based on an economic net debt/EBITDA ratio post completion of
the transaction. In its review, Moody's will consider any
measures RWE may take in order to manage its financial profile.
Moreover, Moody's will consider other unrelated factors, such as
the potential changes of the energy market framework and the
development of business conditions.

RWE's credit quality is currently underpinned by (1) the
company's large and well-diversified generation portfolio; (2) a
rather conservative financial policy with limited third party
debt; and (3) the financial flexibility afforded by its 76.8%
stake in innogy, which provides a fairly stable source of
dividend income. The above factors mitigate the risks associated
with RWE's volatile generation, supply and trading businesses,
coupled with the expected decline in the company's EBITDA as a
result of lower power prices, declining volumes in nuclear and
lignite production, and tight margins on spread generation
business, which are only partially mitigated by the company's
efficiency programme, asset optimization and increasing share of
capacity payments in the UK.

WHAT COULD MOVE THE RATING UP/DOWN

The ratings could be confirmed if it appears likely that RWE's
capital structure will be consistent with a Baa3 rating. In this
regard and in the context of the expected evolution in the
group's business risk profile, Moody's will consider the
appropriateness of the current guidance, which includes funds
from operations (FFO)/net debt of at least in the mid-teens to
mid-twenties in percentage terms.

The ratings could be downgraded if it appears unlikely that RWE
will be able to reduce its leverage over time and the change in
the company's business risk profile was not sufficient to
mitigate the negative effects stemming from the higher debt
position.


Moody's expects that any downgrade is likely to be limited to one
notch and will seek to conclude the ratings review as soon as
possible, once the impact of the transaction on RWE appears
sufficiently certain.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.

Headquartered in Essen, Germany, RWE AG is a large energy group
with reported EBITDA (on a standalone basis) of EUR1.8 billion in
2017.

LIST OF AFFECTED RATINGS

On Review for Downgrade:

Issuer: RWE AG

-- LT Issuer Rating, Placed on Review for Downgrade, currently
    Baa3

-- Subordinate Regular Bond/Debenture, Placed on Review for
    Downgrade, currently Ba2

-- Senior Unsecured MTN Program, Placed on Review for Downgrade,
    currently (P)Baa3

-- Commercial Paper, Placed on Review for Downgrade, currently
    P-3

-- Other Short-Term, Placed on Review for Downgrade, currently
    (P)P-3

Outlook Actions:

Issuer: RWE AG

-- Outlook, Changed To Rating Under Review From Stable


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I R E L A N D
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ARMADA EURO II: Moody's Assigns (P)B2 Rating to Class F Notes
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to ten
classes of debts to be issued by Armada Euro CLO II Designated
Activity Company (the "Issuer" "Armada Euro CLO II"):

-- EUR193,000,000 Class A-1 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aaa (sf)

-- EUR25,000,000 Class A-2 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aaa (sf)

-- EUR30,000,000 Class A-3 Senior Secured Fixed Rate Notes due
    2031, Assigned (P)Aaa (sf)

-- EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aa2 (sf)

-- EUR10,000,000 Class B-2 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aa2 (sf)

-- EUR20,000,000 Class C-1 Senior Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)A2 (sf)

-- EUR8,500,000 Class C-2 Senior Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)A2 (sf)

-- EUR22,500,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2031, Assigned (P)Baa2 (sf)

-- EUR23,000,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2031, Assigned (P)Ba2 (sf)

-- EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
    Notes due 2031, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2031. The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Brigade Capital
Europe Management LLP ("Brigade Europe") has sufficient
experience and operational capacity and is capable of managing
this CLO.

ARMADA EURO CLO II is a managed cash flow CLO. At least 90% of
the portfolio must consist of senior secured loans and senior
secured bonds and up to 10% of the portfolio may consist of
unsecured senior loans, second-lien loans, mezzanine obligations
and high yield bonds. The portfolio is expected to be at least
70% ramped up as of the closing date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe.

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

In addition to the ten classes of notes rated by Moody's, the
Issuer issued EUR38,550,000 of subordinated notes which will not
be rated.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

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

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

Loss and Cash Flow Analysis:

Moody's modelled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published
August 2017. The cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of the
binomial distribution assumed for the portfolio default rate. In
each default scenario, the corresponding loss for each class of
notes is calculated given the incoming cash flows from the assets
and the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

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

Par Amount: EUR400,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2775

Weighted Average Spread (WAS): 3.3%

Weighted Average Coupon (WAC): 5.0%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the provisional rating assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on each of the rated notes (shown in terms of the
number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), holding all other factors equal:

Percentage Change in WARF: WARF + 15% (to 3191 from 2775)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes due 2031: -1

Class A-2 Senior Secured Floating Rate Notes due 2031: -1

Class A-3 Senior Secured Fixed Rate Notes due 2031: -1

Class B-1 Senior Secured Floating Rate Notes due 2031: -2

Class B-2 Senior Secured Floating Rate Notes due 2031: -2

Class C-1 Senior Secured Deferrable Floating Rate Notes due
2031: -2

Class C-2 Senior Secured Deferrable Floating Rate Notes due
2031: -2

Class D Senior Secured Deferrable Floating Rate Notes due
2031: -2

Class E Senior Secured Deferrable Floating Rate Notes due
2031: -1

Class F Senior Secured Deferrable Floating Rate Notes due
2031: -0

Percentage Change in WARF: WARF +30% (to 3608 from 2775)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes due 2031: -1

Class A-2 Senior Secured Floating Rate Notes due 2031: -1

Class A-3 Senior Secured Fixed Rate Notes due 2031: -1

Class B-1 Senior Secured Floating Rate Notes due 2031: -3

Class B-2 Senior Secured Floating Rate Notes due 2031: -3

Class C-1 Senior Secured Deferrable Floating Rate Notes due
2031: -4

Class C-2 Senior Secured Deferrable Floating Rate Notes due
2031: -4

Class D Senior Secured Deferrable Floating Rate Notes due
2031: -3

Class E Senior Secured Deferrable Floating Rate Notes due
2031: -2

Class F Senior Secured Deferrable Floating Rate Notes due
2031: -2


BLACKROCK EUROPEAN I: S&P Assign B- (sf) Rating to Cl. F-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to BlackRock
European CLO I DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R notes.

Blackrock European CLO I is a European cash flow corporate loan
collateralized loan obligation (CLO) securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by European borrowers. BlackRock
Investment Management (UK) Ltd. is the collateral manager.

On the reissuance date, the issuer redeemed the class A-1, A-2,
B-1, B-2, C, D, and E notes through liquidation and used the
proceeds from the issuance of the reissued class A-R, B-1-R, B-2-
R, C-R, D-R, E-R, and F-R notes to repurchase the portfolio.

The ratings reflect:

-- 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 we consider to be
    bankruptcy remote.

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

"Following the application of our structured finance ratings
above the sovereign criteria, we consider the transaction's
exposure to country risk to be limited at the assigned rating
levels, as exposure to individual sovereigns does not exceed the
diversification thresholds outlined in our criteria.

"We also consider that the transaction's legal structure is
bankruptcy remote, in line with our legal criteria (see "Legal
Criteria: Structured Finance: Asset Isolation And Special-Purpose
Entity Methodology" published on March 29, 2017).

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

RATINGS ASSIGNED

  Blackrock European CLO I DAC
  EUR474.0 Million Senior Secured Floating- And Fixed-Rate Notes
  (Including EUR50.0 Million Subordinated Notes)

  Class                Rating         Amount
                                    (mil. EUR)

  A-R                  AAA (sf)        266.0
  B-1-R                AA (sf)         39.68
  B-2-R                AA (sf)         26.32
  C-R                  A (sf)           32.0
  D-R                  BBB (sf)         24.0
  E-R                  BB- (sf)         25.5
  F-R                  B- (sf)          10.5
  Subordinated notes   NR               50.0

  NR--Not Rated.


MANLEY CONSTRUCTION: Survival Scheme Approved, Exits Examinership
-----------------------------------------------------------------
The Irish Times reports that the High Court has approved a
survival scheme for Manley Construction, a family construction
company that has been involved in a number of important
infrastructural projects.

Ms. Justice Marie Baker was satisfied the company should exit
from what she said had been a "protracted and difficult
examinership", The Irish Times relates.

According to The Irish Times, Ms. Justice Baker said the result
of the examinership had produced a "particularly satisfactory"
result.

She said it meant an old family business would be saved and that
creditors would fare better than if it was wound up, The Irish
Times notes.

Michael McAteer was appointed interim examiner last November
after the court heard Manley, which employs 50, was insolvent and
unable to pay its debts, The Irish Times recounts.

Earlier, Rossa Fanning SC, for the examiner, said Manley was in
the construction business for 30 years and before examinership
found itself having to finish unprofitable work which it was
contracted to complete, The Irish Times relays.

Its directors had made loans before the examinership of some
EUR3.4 million but losses of EUR4.6 million had accumulated
between December 2015 and August 2017, The Irish Times discloses.


PRECISE MORTGAGE 2015-2B: Moody's Affirms Ba2 Cl. E Notes Rating
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes
in Precise Mortgage Funding 2015-2B plc and Precise Mortgage
Funding 2015-3R plc. Moody's also affirmed the ratings of five
notes.

Issuer: Precise Mortgage Funding 2015-2B plc

-- GBP 180.4M Class A Notes, Affirmed Aaa (sf); previously on
    July 22, 2015 Definitive Rating Assigned Aaa (sf)

-- GBP 5.6M Class B Notes, Affirmed Aaa (sf); previously on
    July 22, 2015 Definitive Rating Assigned Aaa (sf)

-- GBP 17.9M Class C Notes, Upgraded to Aa1 (sf); previously on
    July 22, 2015 Definitive Rating Assigned Aa2 (sf)

-- GBP 12.9M Class D Notes, Affirmed Baa2 (sf); previously on
   July 27, 2017 Upgraded to Baa2 (sf)

-- GBP 6.2M Class E Notes, Affirmed Ba2 (sf); previously on
    July 27, 2017 Upgraded to Ba2 (sf)

Issuer: Precise Mortgage Funding 2015-3R plc

-- GBP 429.8M Class A Notes, Affirmed Aaa (sf); previously on
    Nov. 6, 2015 Assigned Aaa (sf)

-- GBP 27.9M Class B Notes, Upgraded to Aaa (sf); previously on
    Nov. 6, 2015 Assigned Aa2 (sf)

RATINGS RATIONALE

The upgrade actions are prompted by an increase in credit
enhancement for the affected notes. In Precise Mortgage Funding
2015-2B plc, the credit enhancement of Tranche C increased from
10.9% in July 2015 to 18.6% in December 2017. The credit
enhancement of Tranche B of Precise Mortgage Funding 2015-3R plc
has increased from 14.2% in November 2015 to 21% in February
2018.

-- REVISION OF KEY COLLATERAL ASSUMPTIONS

Moody's conducted a loan by loan analysis and has reassessed the
collateral assumptions:

i) Precise Mortgage Funding 2015-2B plc: the Expected Loss (EL)
assumption was reduced to 1.5% from 2% and MILAN CE was
maintained.

ii) Precise Mortgage Funding 2015-3R plc: the Expected Loss (EL)
assumption was reduced to 2% from 3% and MILAN CE assumption
reduced to 16% from 17%.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
September 2017.

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 and (3) improvements in the credit quality of the
transaction counterparties.

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.

REGULATORY DISCLOSURES

For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions
and Sensitivity to Assumptions of the disclosure form.

The analysis relies on an assessment of collateral
characteristics to determine the collateral loss distribution,
that is, the function that correlates to an assumption about the
likelihood of occurrence to each level of possible losses in the
collateral. As a second step, Moody's evaluates each possible
collateral loss scenario using a model that replicates the
relevant structural features to derive payments and therefore the
ultimate potential losses for each rated instrument. The loss a
rated instrument incurs in each collateral loss scenario,
weighted by assumptions about the likelihood of events in that
scenario occurring, results in the expected loss of the rated
instrument.

Moody's quantitative analysis entails an evaluation of scenarios
that stress factors contributing to sensitivity of ratings and
take into account the likelihood of severe collateral losses or
impaired cash flows. Moody's weights the impact on the rated
instruments based on its assumptions of the likelihood of the
events in such scenarios occurring.

For ratings issued on a program, series or category/class of
debt, this announcement provides certain regulatory disclosures
in relation to each rating of a subsequently issued bond or note
of the same series or category/class of debt or pursuant to a
program for which the ratings are derived exclusively from
existing ratings in accordance with Moody's rating practices. For
ratings issued on a support provider, this announcement provides
certain regulatory disclosures in relation to the credit rating
action on the support provider and in relation to each particular
credit rating action for securities that derive their credit
ratings from the support provider's credit rating. For
provisional ratings, this announcement provides certain
regulatory disclosures in relation to the provisional rating
assigned, and in relation to a definitive rating that may be
assigned subsequent to the final issuance of the debt, in each
case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that
would have affected the rating.

For any affected securities or rated entities receiving direct
credit support from the primary entity(ies) of this credit rating
action, and whose ratings may change as a result of this credit
rating action, the associated regulatory disclosures will be
those of the guarantor entity. Exceptions to this approach exist
for the following disclosures, if applicable to jurisdiction:
Ancillary Services, Disclosure to rated entity, Disclosure from
rated entity.


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L U X E M B O U R G
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GILEX HOLDING: Moody's Assigns B2 Long-Term Issuer Rating
---------------------------------------------------------
Moody's Investors Service has assigned the first time long-term
issuer rating to Gilex Holding S.A r.l. (Gilex) of B2. Moody's
also assigned a long-term foreign currency unsecured debt rating
of B2 to Gilex's proposed USD300 million senior notes issuance.
The ratings assigned to Gilex carry a stable outlook.

The notes will be senior unsecured obligations, and will rank
pari passu in right of payment with all of Gilex's existing and
future senior unsecured and unsubordinated external debts.

The following ratings were assigned to Gilex:

-- Long-term Issuer rating of B2, stable outlook

-- Long-term foreign currency unsecured debt rating of B2,
stable outlook

Assigned Outlook: Stable

RATINGS RATIONALE

Gilex is a holding company based in Luxembourg. The large
majority of its asset holdings is represented by its 94.7% stake
in Banco GNB Sudameris S.A. (GNB), a bank based in Colombia.

The ratings assigned to Gilex are two notches below GNB's
baseline credit assessment (BCA) of ba3, which does not
incorporate any support from the Colombian government, to reflect
structural subordination to GNB, moderate double leverage, and
relatively modest interest coverage. Dividends from GNB will
supply nearly all of the cash flow to repay principal and
interest on Gilex's debt.

Gilex's ratings incorporate an expectation that double leverage,
an indication of how heavily it relies on debt measured by its
investments in subsidiaries divided by shareholders' equity, will
remain manageable, in the range of 115% to 130%, assuming that
the company deploys between one- and two-thirds of all the
resources raised from the debt issuance in acquisitions or
additional investments in currently held subsidiaries, from less
than 100% currently.

The ratings also incorporate the risks associated with the
dividend inflows from GNB. Assuming that GNB pays dividends equal
to 50% of net income, Gilex's interest coverage is expected to be
relatively narrow initially, at 1.7 times. While GNB's
profitability has improved in recent years, with an average
yearly growth of net income of 13% from 2014 to 2017, its
earnings generation is subject to volatility given its relatively
narrow earnings diversification, concentrated in a few lending
segments, and its sensitivity to changes in cost of funds arising
from its heavy reliance on wholesale funding.

Also, GNB has reinvested all of its earnings in its business in
recent years. As it begins to pay dividends, lower earnings
retention coupled with faster asset growth could quickly consume
any capital injected in the bank by Gilex with the proceeds of
the current issuance and ultimately pressure the bank's
capitalization. In turn, this could force the bank to reduce
dividend payouts, which would put further pressure on Gilex's
interest coverage ratio.

The ratings also consider key covenants. These include a
conservative incurrence test that is expected to prevent the
company from issuing any additional debt for the foreseeable
future, as well as a covenant to maintain at least USD25 million
of liquid assets. If Gilex sells its ownership stake in GNB,
however, it may invest the proceeds in the purchase of other
assets rather than prepay the debt.

The stable outlook takes into consideration Moody's expectation
that Gilex will not incur in additional debt given the
conservative incurrence test. Also, it incorporates Moody's
expectation that GNB's asset risks will remain stable, in line
with Colombia's gradual economic recovery, while earnings
generation will continue to sustain capitalization.

WHAT COULD CHANGE THE RATING UP/DOWN

Gilex's ratings could be downgraded if GNB's BCA is lowered,
which in turn, would be associated with the bank's: (i)
increasing reliance on wholesale funding and/or declining
liquidity position; (ii) engagement in further large scale
acquisitions, leading a significant reduction in capitalization,
and/or rising asset risks. Gilex's ratings could also face
downward pressure if its double leverage ratio exceeds Moody's
expectations, if its cash inflows are lower than anticipated as a
result of subsidiaries' worse than expected earnings generation,
and/or if it faces unexpected operating cash outflows.

Gilex's ratings could face upward rating pressures if GNB's BCA
is raised, supported by a significant and sustainable increase in
core earnings and capitalization, and/or an improvement in the
bank's funding structure. Also, upward pressures could derive
from a reduction in the company's indebtedness and/or double
leverage, or higher than expected revenues from dividend inflows.

The principal methodology used in these ratings was Banks
published in September 2017.


GILEX HOLDING: Fitch Assigns Long-Term 'BB' IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Gilex Holding S.a r.l. (GH) Long-Term
Local and Foreign Currency Issuer Default Ratings (IDRs) at of
'BB'. The Rating Outlook is Stable. Additionally, Fitch expects
to assign a 'BB' rating to GH's upcoming senior unsecured notes
for an amount yet to be determined.

The notes will rank pari passu in right of payment with all of
the issuer's existing and future senior unsecured indebtedness.
The net proceeds of these senior notes will be used to repay the
loans outstanding under the $250 million credit agreement and for
general corporate purposes including the funding of potential
investment opportunities.

The notes are planned as a 144A and Regulation S issuance and
will pay a fixed interest rate to be set at the time of issuance.
The notes' maturity date will also be set at the time of
issuance, and interest payments will be made semi-annually until
maturity.

The final rating is contingent upon the receipt of final
documents conforming to information already received.

KEY RATING DRIVERS
IDRS AND SENIOR DEBT

Gilex Holding S.A.R.L. (GH), ratings are driven by the business
and financial profile of its subsidiaries, particularly its main
operating subsidiary, Banco GNB Sudameris S.A. (GNB, BB+/
Stable).

GH's long-term IDRs are one notch below those of GNB, reflecting
GH's expected double leverage at moderate levels (around 1.18x),
and that debt servicing on its liabilities is heavily reliant on
dividend upstreaming from its operating subsidiaries. The lack of
consolidated regulatory focus on GH is also factored in, because
the capacity of its operating subsidiaries to upstream dividends
could potentially be constrained under certain circumstances,
considering the highly regulated nature of their banking
operations.

The expected rating assigned to GH's new issuance is aligned to
the company's Foreign Currency IDR, as the notes are senior
unsecured, unsubordinated obligations.

GNB is a medium-sized universal bank whose size and geographical
presence increased with the acquisition of HSBC's subsidiaries in
Paraguay, Peru and Colombia in 2013. GNB has a local market share
of approximately 3.8% of total assets, 1.9% of total loans and
4.4% of total deposits at November 2017. The bank has grown
steadily since 2003, increased market share and consolidated its
business model, achieving consistent, albeit moderate,
performance metrics with sound asset quality. GNB's ratings also
reflect its tight capitalization metrics, moderate franchise and
the bank's conservative risk policies.

RATING SENSITIVITIES
IDRS AND SENIOR DEBT

GH's ratings are sensitive to a change in GNB's ratings, and the
rating of the former will likely move in line with potential
rating changes in the latter. However, a material and consistent
increase in GH's common equity double leverage (above 120%), or
deterioration in its debt servicing ability, could negatively
impact GH's rating and widen the difference relative to GNB's
ratings.

The ratings of the notes are sensitive to any change in GH's
foreign currency IDR.

Fitch has assigned the following ratings:

-- Long-term local and foreign currency IDR 'BB'; Outlook
Stable;
-- Short-term local and foreign IDRs 'B';
-- USD senior unsecured unsubordinated notes 'BB(EXP)'.


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


CIDRON OLLOPA: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating (CFR) to Cidron Ollopa Holding B.V. (Sunrise), a
global manufacturer of premium mobility products. The rating
agency has concurrently assigned a B2-PD probability of default
rating (PDR) and B1 rating to the senior secured first lien
facilities, comprising the EUR445 million 7-year term loan B and
EUR70 million 6.5 year revolving credit facility (RCF) to be
borrowed by Cidron Ollopa Holding B.V. The outlook on all ratings
is stable.

The rating action reflects the following drivers:

- The company's leverage, as measured by Moody's-adjusted
   debt/EBITDA, is high at 7.3x on LTM January 2018 basis pro
   forma for the proposed capital structure.

- Moody's expects a considerable deleveraging with leverage
   falling below 6.5x within the next 18 months.

- The company's strong market positions in its key product
   segments and currently benign regulatory environment.

The rating action follows the announcement of the transfer of a
portfolio of assets (including Sunrise) from Nordic Capital Fund
VII to a Continuation Vehicle, also advised by Nordic Capital.
The company will be transferred between Fund VII and the
Continuation Vehicle at fair market value. The proceeds from the
first lien facilities, together with EUR122.5 million second lien
facility (unrated) and EUR31 million excess cash on balance
sheet, will be used to refinance the existing debt, repay the
vendor loan to Handicare Mobility and pay transaction costs.
Additionally, EUR147.6 million of cash proceeds will stay in the
Continuation Vehicle for reinvestment into the Vehicle's
portfolio of companies.

RATINGS RATIONALE

The B2 CFR assigned to Cidron Ollopa Holding B.V. ('Sunrise' or
the 'Company') is supported by: 1) Sunrise's strong market shares
in the otherwise fragmented and niche mobility market, which are
underpinned by a range of brands; 2) high barriers to market
entry; 3) Sunrise's focus on the complex rehab segment of the
market, which is a higher margin and less commoditised area than
standard rehab (most complex rehab products are manufactured to
end-user specifications); 4) the company's asset light structure
with large parts of the production process outsourced to third
parties, which translates into high cash conversion rates; and 5)
the resilient nature of demand for mobility products, which is
underpinned by a growing and aging population, the increasing
incidence of chronic diseases and increased standards of living
in emerging markets

Conversely, the rating is constrained by: 1) Sunrise's relative
size when compared to Moody's broader rated universe, together
with its strong dependency on the niche mobility market; 2) high
Moody's adjusted leverage of 7.3x pro forma for the proposed
transaction; 3) exposure to pricing pressure and changes in
reimbursement regimes, albeit partly mitigated by strong
geographical diversification; and 4) reliance on third party
manufacturers for the production of almost all mobility product
components. This exposes the Company to possible supplier
production issues (both in terms of quality and speed of
delivery) in a highly regulated industry, although also allows
potential additional production cost flexibility in case of
increased reimbursement pressures.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Sunrise will
continue to reduce leverage supported by organic revenue growth
with an increasing weighting towards the complex rehab segment.
The stable outlook also encompasses the expectation that there
will be no major impact on earnings from potential reimbursement
reductions.

FACTORS THAT COULD LEAD TO AN UPGRADE

Positive rating pressure could arise if: 1) Moody's adjusted
gross debt/EBITDA reduces sustainably below 5.0x; and 2)
Sunrise's FCF to debt ratio increases towards 7%.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Negative rating pressure could arise if: 1) adjusted gross
debt/EBITDA fails to decline below 6.5x within 18 months; 2)
Sunrise's adjusted EBITDA margin falls sustainably below 13%; 3)
major reimbursement cuts occur in one of its key markets; or 4)
if the Company embarks on a sizeable debt-financed acquisition or
should it distribute material amounts of cash to shareholders.

LIQUIDITY ANALYSIS

Pro forma for the refinancing, Sunrise's liquidity profile is
adequate supported by EUR11 million cash at closing and an
undrawn RCF of EUR70 million which is subject to a springing
total net leverage covenant set at 40% headroom, tested only when
more than 40% of the RCF is drawn. Given modest mandatory capex
and limited working capital requirements the Company has the
ability to generate significant underlying free cash flow (i.e.
before one off items / acquisitions). In this regard Moody's
liquidity analysis does not contemplate material acquisition
activity.

STRUCTURAL CONSIDERATIONS

The B1 rating of the senior secured first lien facilities, one
notch above of the B2 CFR and the B2-PD probability of default
rating (PDR) reflects the presence of the lower-ranked second
lien facility in the structure and Moody's 50% corporate family
recovery rate assumption. Moody's understands that any
shareholder funding into Cidron Ollopa Holdings B.V.'s restricted
group comes in a form of cash.

LIST OF ASSIGNED RATINGS

Issuer: Cidron Ollopa Holding B.V.

Assignments:

-- LT Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

-- Senior Secured Bank Credit Facility, Assigned B1 (LGD3)

Outlook Action:

-- Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

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

PROFILE

Sunrise is a leading provider of premium mobility products
including manual and powered wheelchairs, mobility scooters and
other mobility aids. Sunrise reported revenues and EBITDA for the
year ending June 30, 2017 of EUR469.8 million and EUR75.9 million
respectively. The Company's business is global, incorporating a
manufacturing and distribution presence in all regions of the
world.


SRLEV NV: Moody's Affirms Ba1(hyb) Backed Sub. Debt Rating
----------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on SRLEV NV (SRLEV) and REAAL Schadeverzekeringen NV
(Reaal Schade), the two main operating subsidiaries of VIVAT N.V.
(VIVAT or the Group). Moody's has also affirmed the Baa2
insurance financial strength rating (IFSR) on SRLEV and Reaal
Schade and the Ba1(hyb) backed subordinated and backed junior
subordinate debt ratings of SRLEV, reflecting standard notching
for hybrid debts issued by operating companies. Moody's considers
the combined operations of VIVAT (primarily SRLEV and Reaal
Schade) as one analytical unit.

RATINGS RATIONALE

The change of outlook to negative follows the receivership of
Anbang Insurance Group Co. Ltd. (Anbang), VIVAT's ultimate
parent, by China's Insurance Regulatory Commission (CIRC). The
negative outlook reflects the uncertainty regarding the ultimate
ownership of VIVAT which, in turn, could affect VIVAT's market
position in the Netherlands and its financial flexibility.

On February 23 CIRC took over the control of VIVAT's parent
Anbang in accordance with the Insurance Law, in order to protect
the legitimate rights and interests of its insurance customers.
According to the CIRC announcement, the takeover working group
will, among other things, (i) exercise the management rights over
Anbang; (ii) ensure the normal operations of Anbang's business;
and (iii) check the assets and liabilities of Anbang, and
preserve, manage and dispose Anbang's assets in accordance with
law.

Moody's believes that, under the ongoing regulatory action which
include a potential sale of Anbang's assets, there is
considerable uncertainty around VIVAT's ultimate ownership which,
if protracted for a long time, could affect the credit profile of
the company, particularly its market position in the Netherlands
as well as its financial flexibility and access to capital
markets.

More positively, the Group had taken steps to reduce its
financial linkages with the parent: in November 2017, VIVAT
issued USD575 million subordinated notes whose proceeds have been
fully used to repay the private loans previously provided by the
parent company.

The affirmation of the ratings takes into account VIVAT's good
solvency position and diversified business profile, partially
offset by its weak operating profitability, high guarantees on
its life back-book and expectation of constrained market access.
More specifically, in 2017 VIVAT reported rising premiums to
EUR2.9 billion (+16% on prior year), helped by a EUR375 million
single premium transaction from the acquisition of a pension fund
scheme. The regulatory capital position has been good at 162%,
although lower than prior year reflecting the volatility
adjustment decreasing to 4 basis points (bps) from 13 bps.

Profitability remains weak with the Group reporting a loss of
EUR98 million in 2017, affected by a EUR304 million liability
adequacy test shortfall. When excluding fair value adjustments,
net underlying result increased by 4% to EUR168 million.
Underlying profitability has been improving as VIVAT's management
has embarked on a significant cost reduction program. Recurring
operating expenses reduced by 8% in 2017 to EUR386 million
compared to prior year. In addition, the non-life business
benefitted from a better risk selection and more benign weather
and reported a 2017 net combined ratio of 99%, versus 104.9% in
2016.

More negatively, the life back-book includes traditional savings
products carrying average guaranteed rates between 3% and 4%
which, although hedged, carry longevity risk. In addition to
that, adjusted financial leverage has increased to a pro-forma
37.0%, partly as a result of a 7-year EUR650 million senior debt
issuance in May 2017, which reduces the capacity to issue
additional debt. Moody's however notes that, when excluding
discretionary call options, the Group will not have refinancing
needs until 2024.

WHAT COULD MOVE THE RATING UP/DOWN

Upward pressure is unlikely given the negative outlook. However,
Moody's could stabilise the outlook in case of: (1) resolution of
uncertainty around VIVAT's ownership and improvement in its
financial flexibility; and (2) growing operating profitability to
levels comparable with Dutch peers (i.e. return-on-capital (ROC)
sustainably in excess of 2%); and (3) strengthening economic
capitalisation to levels consistently in excess of 180% (standard
formula basis) in combination with a reduction on the risk
arising from the high guarantees on its life back-book.

Conversely, the following factors could exert downward pressure
on the IFS rating on VIVAT's operating subsidiaries: (1)
prolonged uncertainty around VIVAT's ownership negatively
affecting its domestic position and access to capital markets;
and/or (2) sale to a company which weakens the business and
financial profiles of the Group; and/or (3) deterioration in
financial flexibility, with financial leverage rising above 40%;
and/or (4) further weak profitability with 5Yr ROC and 5Yr
earnings coverage consistently negative; and/or (5) reduction in
the economic capital position resulting in a Solvency II coverage
ratio below 130%.

LIST OF AFFECTED RATINGS

The following ratings have been affirmed:

- SRLEV NV's insurance financial strength rating affirmed at
   Baa2; the outlook on SRLEV changes to negative from stable

- REAAL Schadeverzekeringen NV's insurance financial strength
   rating affirmed at Baa2; the outlook on Reaal Schade changes
   to negative from stable

- SRLEV NV's backed subordinated debt rating affirmed at
   Ba1(hyb)

- SRLEV NV's backed junior subordinated debt rating affirmed at
   Ba1(hyb)

PRINCIPAL METHODOLOGIES

The principal methodology used in rating SRLEV NV was Global Life
Insurers published in April 2016. The principal methodology used
in rating REAAL Schadeverzekeringen NV was Global Property and
Casualty Insurers published in May 2017.


TELEFONICA EUROPE: Moody's Assigns Ba2 Rating to Hybrid Debt
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 long-term rating to
Telefonica Europe B.V.'s proposed issuance of undated NC 5.7 and
NC 8.5 year, deeply subordinated, guaranteed fixed rate reset
securities (the "hybrid debt"), which are fully and
unconditionally guaranteed by Telefonica S.A. (Telefonica) on a
subordinated basis. The outlook on the rating is stable. All
other ratings of Telefonica and its guaranteed subsidiaries, as
well as the stable outlook on those ratings, remain unchanged.

"The Ba2 rating Moody's have assigned to the hybrid debt is two
notches below Telefonica's senior unsecured rating of Baa3,
primarily because the instrument is deeply subordinated to other
debt in the company's capital structure," says Carlos Winzer, a
Moody's Senior Vice President and lead analyst for Telefonica.

Telefonica plans to use the net proceeds for general corporate
purposes, to strengthen its financial ratios as well as to
refinance hybrid securities, and preserve its liquidity cushion.

RATINGS RATIONALE

The Ba2 rating assigned to the hybrid debt is two notches below
the group's senior unsecured rating of Baa3.

The two-notch rating differential reflects the deeply
subordinated nature of the hybrid debt. The instrument: (1) is
perpetual; (2) is senior only to common equity; (3) provides
Telefonica with the option to defer coupons on a cumulative
basis; (4) steps up the coupon by 25 basis points (bps) at least
ten years after the issuance date and a further 75 bps occurring
20 years after the first call date; and (5) the issuer must come
current on any deferred interest if there are any payments on
parity or junior instruments. The issuer does not have any
preferred shares outstanding that would rank junior to the hybrid
debt, and the issuer's articles of association do not allow the
issuance of such shares by the issuer.

In Moody's view, the notes have equity-like features that allow
them to receive basket "C" treatment, i.e., 50% equity and 50%
debt for financial leverage purposes.

Telefonica S.A.'s (Telefonica) Baa3 rating reflects (1) the
company's large scale; (2) the diversification benefits
associated with its strong position in its key markets; (3) the
company's rich TV content and bundled offerings that support its
competitive advantage in Spain; (4) the ample fibre rollout of
its high quality network in Spain, Brazil and specific areas in
Latin America; (5) management's track record in executing a well-
defined business strategy; (6) the company's continued access to
the debt capital markets and its good liquidity risk management;
(7) management's commitment to a lower dividend, as evidenced by
the dividend cut in October 2016, and reflecting the intention to
reduce debt gradually without relying on asset sales; and (8) the
expectation that operating performance will improve in 2018 in
Spain, excluding the one-off impact from the loss of the contract
with Yoigo and the negative regulatory impact of mobile
termination rate cuts.

However, Telefonica's rating also reflects (1) intense
competition in Spain, the UK, Mexico and Germany; (2) the
challenge to report revenue growth across its footprint due to
intense competition and despite having made high capex
investments in the past; and (3) the relatively slow deleveraging
profile, assuming no asset disposals. In addition, the rating
factors in the company's exposure to emerging market risks and
foreign-currency volatility.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on the rating primarily reflects Telefonica's
improving operating performance, coupled with management's
willingness to progressively reduce debt and achieve the
company's deleveraging plan organically over time. Moody's expect
Telefonica to continue to operate in an improved domestic market,
with more rational competition focused on value and better
underlying economic conditions that will support medium-term
revenue growth.

The rating is well positioned in the Baa3 rating category because
Moody's expect the company's ratio of net adjusted debt to EBITDA
to progressively improve to around 3.1x in 2019 from 3.8x in
2016.

WHAT COULD CHANGE THE RATING UP/DOWN

As the hybrid debt rating is positioned relative to another
rating of Telefonica, either: (1) a change in Telefonica's senior
unsecured rating; or (2) a re-evaluation of its relative notching
could affect the hybrid debt rating.

A rating downgrade could result if (1) Telefonica were to deviate
from its financial strengthening plan, as a result of weaker cash
flow generation; and/or (2) the company's operating performance
in Spain and other key markets were to deteriorate, with no
likelihood of short-term improvement in underlying trends.
Resulting metrics would include the ratio of retained cash flow
to net adjusted debt of less than 15% and/or the ratio of net
adjusted debt to EBITDA of 3.75x or higher with no expectation of
improvement.

Conversely, Moody's could consider an upgrade of Telefonica's
rating to Baa2 if the company's credit metrics were to strengthen
significantly as a result of improved operational cash flow and
debt reduction. More specifically, the rating could benefit from
positive pressure if it became clear that the company were able
to achieve sustainable improvements in its debt ratios, such as a
ratio of adjusted retained cash flow to net debt above 22% and a
ratio of adjusted net debt to EBITDA comfortably below 3.0x.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Telefonica Europe B.V.

-- Backed Preference Stock, Assigned Ba2

The principal methodology used in this rating was
Telecommunications Service Providers published in January 2017.

Telefonica S.A., domiciled in Madrid, Spain, is a leading global
integrated telecommunications provider. The company delivers a
full range of fixed and mobile telecommunications, servicing some
343 million customers worldwide as of the end of December 2017.
In Spain, Telefonica provides services to 41 million customers.
In Latin America, Telefonica provides services to around 231
million customers and is the leading operator in Brazil,
Argentina, Chile and Peru, with substantial operations in
Colombia, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua,
Panama, Uruguay, Costa Rica and Venezuela. In addition to its
LatAm presence since 1991, Telefonica has a strong footprint in
the UK and Germany, providing services to around 73 million
customers. In 2017, Telefonica reported revenues of EUR52 billion
and operating income before depreciation and amortization (OIBDA)
of EUR16.2 billion.


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S W E D E N
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AKELIUS RESIDENTIAL: S&P Rates Subordinated Hybrid Notes 'BB+'
--------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB+' long-term
issue rating to the proposed deferrable subordinated hybrid notes
to be issued by Sweden-based Akelius Residential Property AB
(BBB/Stable/A-2).

The completion and size of the transaction will be subject to
market conditions, but S&P anticipates that it will reach up to
the benchmark size of approximately EUR500 million. Akelius plans
to use the proceeds to fund the company's growth and cover
refinancing needs.

S&P said, "We classify the proposed notes as having intermediate
equity content until their first call date in 2024, because they
meet our criteria in terms of their subordination, permanence,
and optional deferability during this period.

"Consequently, in our calculation of Akelius' credit ratios we
treat 50% of the principal outstanding and accrued interest on
the hybrids as equity rather than debt. We also treat 50% of the
related payments on these notes as equivalent to a common
dividend.

"We arrive at our 'BB+' issue rating on the proposed notes by
deducting two notches from our 'BBB' issuer credit rating (ICR)
on Akelius." Under S&P's methodology:

-- S&P deducts one notch for the subordination of the proposed
    notes, because the ICR on Akelius is investment grade (that
    is, 'BBB-' or above); and

-- S&P deducts an additional notch for payment flexibility to
    reflect that the deferral of interest is optional.

S&P said, "In addition, we note the inclusion of a mandatory
deferral clause in the company's outstanding senior unsecured
debt documentation regarding dividend payments on their
subordinated debt, including the proposed hybrid issuance and
both preference and common shares, if certain financial ratios
are not met.

"We deduct only one notch for deferability because we consider
the likelihood of Akelius deferring interest payments as low, and
we expect the company will keep a substantial cushion between
their financial ratios and the thresholds for mandatory deferral.
Should our view on this change, we may significantly increase the
number of downward notches applied to the issue ratings."


SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Affirms 'BB' ICR
------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB' long-term
issuer credit rating on Sweden-based property company
Samhallsbyggnadsbolaget i Norden AB (SBB). The outlook is stable.

S&P said, "The affirmation follows SBB's amendment of the
documentation on its hybrid existing instrument (Swedish krona
[SEK] 1,000 million program issued in 2017), which results in our
revision of the equity content of the instrument from low (fully
treated as debt) to intermediate (treated as 50% debt, 50%
equity). That said, this impact remains modest at this stage, and
SBB's credit metrics remain commensurate with the current rating
level.

"Among other things, SBB recently withdrew an equity
classification provision, which undermined our permanency
expectation of the instrument. We also understand that SBB's
management is strongly committed to maintaining its hybrid
instruments as a permanent part of its capital. In addition, we
expect the total hybrids issuances in the company's total
capitalization ratio to remain significantly below our 15%
maximum tolerance threshold. We would likely revise our view on
the hybrid instrument if the company's hybrid issuances
represented a significant share of its total capitalization going
forward (above 15%), or if its intent on the hybrid's permanency
weakened in any way.

"Under the amended documentation, we consider the securities to
have intermediate equity content until 2028 (15 years before what
we consider to be the effective maturity of the instrument)
because they meet our criteria in terms of subordination,
permanence, and deferability at the company's discretion during
this period. In addition, to reflect our view of the intermediate
equity content of the proposed security, we allocate 50% of the
related payments on the security as a fixed charge and 50% as
equivalent to a common dividend. The 50% treatment of principal
and accrued interest also applies to our adjustment of debt. This
reclassification has reduced leverage, with our forecasted S&P
Global Ratings-adjusted debt-to-debt-plus-equity and EBITDA
interest coverage improving. That said, in spite of this positive
change, the ratios remain in line with our expectation for the
current rating for the next 12-18 months. The reduction in
leverage is not sufficient for us to raise the rating at this
stage, as we do not believe the credit metrics will be
commensurate with our upside triggers in the next 12 months. We
continue to treat the preference shares fully as debt as they can
be called at any time, given the absence of a non-call period in
the documentation."

S&P's base case assumes:

-- Like-for-like rental income growth of 1.0%-2.0% through 2018-
    2019, supported by positive inflation trends in Sweden and
    Norway, and potential rent increases following
    refurbishments.

-- A stable occupancy rate of 97%-98% in 2018-2019, reflecting
    the strong demand anticipated for SBB assets.

-- Gradually improving profitability on the back of an improving
    cost structure.

-- A low-single-digit increase in portfolio value, assuming a
    moderate uplift where most of SBB's properties are located.

Based on these assumptions, S&P arrives at the following credit
measures for SBB in 2018-2019:

-- Debt-to-debt-plus-equity slightly above 60% in 2018 and
    declining toward 55%-60% in 2019 (versus 65% and 60%,
    respectively, before hybrid reclassification).

-- An EBITDA-interest-coverage ratio slightly below 2.0x in 2018
    and moving slightly above 2.0x in 2019 (versus 1.6x-1.9x
    before hybrid reclassification.

S&P said, "Our view of the business risk profile remains
unchanged, benefiting from the company's low-risk residential and
community services property portfolio.

"The stable outlook reflects our anticipation that SBB's
portfolio of low-risk assets should benefit from high demand,
boosted by the expanding populations in Sweden and Norway and
undersupplied markets. We also consider that good visibility of
cash flow generation, due to the high share of public-sector
tenants; almost full occupancy; and long leases should allow for
at least steady rental income growth over the next two years.
Over that period, we expect SBB will exhibit financial
discipline, with the debt-to-debt-plus-equity ratio remaining
below 65% (including the hybrid and preference shares as debt)--
which currently translates into reported loan to value of about
60%--and its EBITDA-interest-coverage remaining above 1.5x.

"We could consider taking a positive rating action if SBB's
leverage reduces, with the debt-to-debt-plus-equity ratio staying
firmly below 60% (translating into reported loan to value of
about 55%), while EBITDA interest coverage remains firmly above
2.0x. Ratings upside would also depend on the company
demonstrating the sustainability of positive like-for-like rental
income growth, and positive portfolio valuation increases on the
same basis.

We could take a negative rating action if SBB's liquidity
deteriorates, which could happen if SBB does not refinance its
debt as expected. We could also lower the rating if the debt-to-
debt-plus-equity ratio increases above 65% (reported loan to
value above 60%), for example as a result of declining property
values; or if EBITDA interest coverage declines below 1.3x.
Downside rating pressure could also emerge if the portfolio
shrinks and shifts to riskier assets."


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


CARILLION PLC: FRC Launches Probe Into Ex-Directors' Misconduct
---------------------------------------------------------------
Ayesha Javed at The Telegraph reports that the accounting
watchdog has launched an investigation into the potential
misconduct of two former finance directors of collapsed
outsourcer Carillion.

According to The Telegraph, the Financial Reporting Council will
probe the conduct of Richard Adam, group finance director for
nine years until 2016, and his successor, Zafar Khan, who was in
the post for just nine months.

It will also review the company's financial statements and other
reporting for 2014, 2015, 2016 and the first half of 2017, The
Telegraph notes.

The investigation into Carillion, which collapsed into
liquidation on Jan 15, will be conducted by the FRC's Executive
Counsel and Enforcement division.  The watchdog, as cited by The
Telegraph, said it was "liaising closely with the Official
Receiver, the Financial Conduct Authority, the Insolvency Service
and The Pensions Regulator to ensure that there is a joined-up
approach to the investigation of all matters arising from the
collapse of Carillion".

In January, the FRC announced that it was investigating the audit
of the Carillion's financial statements by KPMG, The Telegraph
recounts.

The company's accounting irregularities were flagged up by
Emma Mercer, the company's most recent finance director, in April
2017, The Telegraph relates.

Headquartered in Wolverhampton, United Kingdom, Carillion plc --
http://www.carillionplc.com/-- is an integrated support services
company.  The Company operates through four business segments:
Support services, Public Private Partnership projects, Middle
East construction services and Construction services (excluding
the Middle East).


GLOBALWORTH REAL: Moody's Ups CFR to Ba1, Revises Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service has upgraded Globalworth Real Estate
Investments Limited's (Globalworth) long-term Corporate Family
Rating to Ba1 from Ba2. Concurrently, Moody's upgraded to Ba1
from Ba2 the rating on the outstanding EUR550 million senior
unsecured notes, in line with Globalworth's long-term Corporate
Family Rating. The outlook on all ratings has been changed to
positive from stable.

RATINGS RATIONALE

"Moody's decision to upgrade Globalworth's ratings and to assign
a positive outlook reflects the successful expansion in Poland in
the last quarter of 2017 through the acquisition of a 71% stake
in GPRE which increased the company's scale and geographical
diversification, as well as good results from asset management
and development activities in Romania. The rating action also
reflects declining leverage thanks to a EUR340 million equity
raise completed at the end of last year and a capital increase
announced by GPRE. In addition, the rating action also factors in
a growing track record of accessing both equity and debt capital
markets." says Emmanuel Savoye, an AVP at Moody's.

Globalworth's Ba1 CFR and positive outlook reflect (i) the high
quality of its Grade A office portfolio, (ii) its strong tenant
base made up mostly of multinationals, (iii) a 5.7 year long
weighted average lease maturity and high average occupancy of
95%, (iv) moderate leverage in terms of gross debt to total
assets and the expectation that it will trend towards 35%, (v)
good liquidity supported by an almost fully unencumbered asset
base, (vi) successful expansion in Poland following the recent
acquisition of GPRE, which increased scale and diversification,
(vii) experienced management team and proven support to raise
equity from 29% South African shareholder Growthpoint Properties
Limited (Baa3, under review for downgrade).

Partly offsetting these strengths are (i) a fast paced growth
through acquisitions which will continue in the next 1-2 years
introducing execution risk, (ii) short albeit growing track
record as a leading landlord, and (iii) still relatively high
exposure to Romania (Baa3, Stable) representing 65% of gross
asset value when proportionally consolidating GPRE.

Moody's expect continued good occupier demand for the company's
prime properties and good investor appetite for Romania and
Poland prime commercial real estate to sustain the company's cash
flows and values. Romania (Baa3 stable) and Poland (A2 stable)
both benefit from a strong macroeconomic environment with
economic growth above the EU average in recent years. However,
these markets are not as mature as those in core Western European
countries and may be subject to more volatility in a recession
scenario that could affect property values. Prime office yields
in Bucharest of around 7-7.5% and in Warsaw of 5-5.5% are still
well above the 3-3.5% yields of other Western European capital
cities such as Paris or Berlin. Positively the vast majority of
the leases, both in Poland and in Romania, are denominated in
Euro which largely mitigate the currency risk.

The acquisition of GPRE in Q4 2017 improved Globalworth's
geographic diversification and increased its gross asset value to
EUR1.9 billion from EUR1.1 billion. GPRE owns six office and
three mixed-use (office and retail) properties in major cities in
Poland, including Warsaw, Wroclaw, Lodz, Krakow and Katowice. As
of December 31, 2017, GPRE's portfolio was valued at EUR680
million and generated an annualised net operating income of
EUR45.5 million. The properties are let to leading international
tenants with a weighted average lease term of 4.6 years and an
occupancy rate of 98.5%. In Moody's view, GPRE also provides an
established and leading investment platform in Poland, offering
experience and local market knowledge. Pro-forma for the
acquisition and based on full consolidation of GPRE, 56% of
assets by value are located in Bucharest, 10% in Wroclaw, 9% in
Warsaw, 7% in Katowice and 17% in other locations.

Moody's estimates an adjusted debt to gross asset ratio of around
41% pro-forma for the announced GPRE equity raise and further
access debt capital in the very near future. Over time Moody's
expects Globalworth to reduce leverage in line with its financial
policy target of a net loan-to-value (LTV) ratio of 35%. The
company indicated that it could raise additional equity at
Globalworth level in support of its deleveraging objectives and
Moody's see positively the support from its core shareholder
Growthpoint Properties Limited (Baa3, under review for
downgrade).

The company achieved significant growth since its relatively
recent incorporation in 2013 through acquisitions and development
projects. The portfolio is more mature and stabilised, with a
high level of occupancy and a limited proportion of development
projects representing approximately 8% of portfolio value as
defined by Moody's as of December 31, 2017. Moody's expect the
company to continue to grow significantly in the next 12 months
as a result of the announced GPRE equity raise. Furthermore
Moody's expects as part of their growth plans that the company
will further access debt capital in the very near future. This
will contribute to further establish Globalworth as a dominant
office player in Eastern Europe, although it will also introduce
some execution risk.

RATIONALE FOR THE POSITIVE OUTLOOK

The company is well positioned in the Ba1 rating. The positive
outlook reflects the expectation that the company will continue
to generate stable cash flows from its existing portfolio, and
that commercial real estate and macro trends will remain strong
in Romania and Poland. Moody's also expect that the company will
continue to execute successfully its expansion plan, that
leverage will decrease in line with the company's financial
policy of maintaining loan to value below 35%, and that the
company will maintain a high level of unencumbered assets.

FACTORS THAT COULD LEAD TO AN UPGRADE

* Decrease in leverage in line with the company's financial
policy of maintaining loan to value below 35%

* Fixed charge cover above 3.0x on a sustained basis

* Successful execution of its growth strategy in a way that does
not dilute the quality of the portfolio including low vacancy and
long leases as well as a growing weight of assets in Poland in
the overall portfolio

* Maintain an adequate liquidity profile

FACTORS THAT COULD LEAD TO A DOWNGRADE

* Effective leverage sustained above 40% as measured by Moody's-
adjusted gross debt/assets

* Fixed charge cover sustainably below 2.0x

* Weakening of liquidity

* Weakness in the Romanian and Polish economies impacting
negatively property values in Euro currency value equivalent

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


INMARSAT PLC: Moody's Lowers CFR to Ba2, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has downgraded Inmarsat plc's
("Inmarsat") Corporate Family Rating (CFR) to Ba2 from Ba1 and
its Probability of Default Rating (PDR) to Ba2-PD from Ba1-PD. In
addition, Moody's has downgraded to Ba3 from Ba2 the ratings on
Inmarsat Finance plc's $1.0 billion Senior Unsecured Notes due
2022 and $400 million Senior Unsecured Notes due 2024 , which are
unconditionally guaranteed by Inmarsat Group Limited and Inmarsat
Investments Limited. The outlook on the ratings is stable.

"The downgrade of Inmarsat's ratings reflects Moody's expectation
that over 2018 and 2019, Inmarsat's leverage and free cash flow
will continue to be weak vis-Ö-vis the thresholds for the
existing Ba1 rating due to its sizeable capex program, the
anticipated loss of a high-margin revenue stream from Ligado and
EBITDA margin dilution in its high-growth Aviation segment.
However, Moody's view positively Inmarsat's decision to
significantly reduce its dividend payout and maintain its net
leverage policy," says Alejandro N£§ez, a Moody's Vice
President -- Senior Analyst and lead analyst for Inmarsat.

RATINGS RATIONALE

The ratings downgrade reflects: (1) the anticipated loss of a
high-margin revenue stream of nearly $130 million per year from
Ligado from January 2019 onward; (2) Moody's expectations of low
single-digit revenue and EBITDA growth in the company's Maritime
segment combined with mid single-digit revenue and EBITDA
contraction in the Government and Enterprise divisions; (3)
Moody's expectation of strong double-digit revenue growth and
nominal EBITDA growth in the Aviation division, but with margin
dilution over 2018-2020 due to higher costs for on-board
equipment installations; (4) sustained, elevated success-based
capex levels through at least 2020 to primarily support the
company's transition to Fleet Xpress in Maritime and its growth
objectives in the in-flight connectivity market (Aviation); and
(5) increasing competition in both the Aviation and Maritime
segments - including the advent of direct competition from
Iridium's forthcoming Certus Broadband services - which Moody's
believes will challenge Inmarsat's dominant market position in
maritime connectivity services.

Upon the announcement of the company's 2017 Q4 and annual
results, Moody's noted: (1) that Inmarsat maintained its guided
capex range of $500 million to $600 million per year during 2018-
2020 reflecting capital expenditure committed primarily for
Inmarsat-6 (I-6) and GX-5 satellites that will further support
the company's targeted expansion in the aviation connectivity
market; (2) the company's announcement that it intends to
significantly reduce its annual cash-pay dividends, by 63% to $80
million in 2018 ($91 million dividends in total, including scrip
dividends) onward from $203 million of cash dividends paid in
2017 and a policy of maintaining it flat at an annual $80 million
except in extraordinary circumstances, as well as the maintenance
of the company's 3.5x net leverage target; (3) that the high-
margin revenue stream received to-date from Ligado will be paused
from January 2019 without clarity as to whether Ligado may resume
payments to Inmarsat after 2019 (Moody's currently assumes no
resumption of Ligado revenues post-2019); and (4) that the
company is due to commercially launch in mid-2018 its European
Aviation Network (EAN) to provide in-flight connectivity services
using Inmarsat's integrated S-band satellite and a complementary
LTE-based terrestrial network built and operated by Deutsche
Telekom AG (DT, Baa1 stable).

While the company's decision to cut the dividends is credit
positive, it will not be enough to fully offset the expected
deterioration in credit metrics owing to the loss of revenues
from Ligado. Moody's estimates that the company's adjusted debt
to EBITDA will stay between 3.5x and 4.0x in 2019 and 2020, while
the company's free cash flow generation will remain negative
throughout this period, at a time when visibility in terms of
operating performance has reduced because of overcapacity in the
sector and increasing competition.

Moody's notes encroaching competition from other mobile satellite
services (MSS), such as Iridium Communications Inc. (Iridium) in
the maritime connectivity market, and fixed satellite services
(FSS) operators (e.g., Intelsat (Luxembourg) S.A. and SES S.A.),
particularly in the aviation connectivity market as they partner
with established in-flight entertainment operators. By late 2018,
Iridium is scheduled to launch into commercial service its L-band
NEXT satellite constellation in order to offer maritime
connectivity services and which is expected to offer faster
broadband speeds to maritime vessels than Inmarsat.

Inmarsat has adequate near-term liquidity, supported primarily by
its fully available and undrawn $500 million revolving credit
facility due May 2020. In addition, as of December 31, 2017, the
company had a cash balance (including short-term liquid deposits
with a maturity of less than one year) of $487 million. Although
the company has no debt maturities in 2018-2019, the annual
amortization on its Ex-Im bank loan will rise to $122 million
from $81 million per year from 2018 onward.

RATIONALE FOR STABLE OUTLOOK

The stable outlook indicates Moody's expectations that Inmarsat
will manage its capital expenditure and shareholder return
policies over the next three years such that its gross leverage
(gross debt/EBITDA, as adjusted by Moody's) will not sustainably
exceed the 4.0x leverage ceiling appropriate for the rating
level. The outlook also reflects Moody's view that the company
will continue to be free cash flow negative (despite the recent
dividend cut) over the course of 2018 to 2020 with a higher
expected free cash outflow in 2019 due principally to the loss of
Ligado revenues.

WHAT COULD CHANGE THE RATING UP

Positive pressure on the rating could develop should Inmarsat's:
(1) (Moody's-adjusted) gross debt/EBITDA decrease sustainably and
materially below 3.5x; and (2) it reached free cash flow
breakeven (post-dividends) on a normalized basis.

WHAT COULD CHANGE THE RATING DOWN

Downward rating pressure would materialize if: (1) Inmarsat's
debt load increases such that its gross leverage (Moody's-
adjusted gross debt/EBITDA) materially and persistently exceeds
4.0x; and/or (2) its (Moody's-adjusted) free cash flow/gross debt
fails to improve toward a level of at least negative 5% over the
2018-2020 period. There would also be downward rating pressure if
liquidity were to significantly deteriorate.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Inmarsat plc

-- LT Corporate Family Rating, Downgraded to Ba2 from Ba1

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

Issuer: Inmarsat Finance plc

-- Backed Senior Unsecured, Downgraded to Ba3 from Ba2

Outlook Actions:

Issuer: Inmarsat plc

-- Outlook, Changed to Stable from Negative

Issuer: Inmarsat Finance plc

-- Outlook, Changed to Stable from Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Communications Infrastructure Industry published in September
2017.

Headquartered in London, U.K., Inmarsat plc (Inmarsat) is a
market leader in global mobile satellite communication services
("MSS"). The company owns and operates a satellite communications
network comprising a fleet of ten satellites using the L-band
spectrum. Inmarsat provides a range of voice and data services to
customers, including telephony, fax, video, e-mail and Internet
access. Additionally, Inmarsat has completed the launch of its
four Global Express (GX) Ka-band satellites (the Inmarsat-5
constellation) that provide up to 50Mbps for broadband services
to customers on land, at sea and in the air. In its fiscal year
ended December 31, 2017, Inmarsat plc reported revenue of $1.4
billion and EBITDA of $752 million.


MANIFEST: Enters Administration, Seeks Buyer for Business
---------------------------------------------------------
Attracta Mooney at The Financial Times reports that
Manifest, an adviser to investors that collectively oversee more
than GBP1 trillion in assets, has gone into administration.

Moore Stephens, the accountancy company, has been appointed as
the administrator for the UK-based business, which analyses
companies on behalf of investors and advises on corporate
governance issues, the FT relates.

According to the FT, Jeremy Willmont --
jeremy.willmont@moorestephens.com -- partner at Moore Stephens
and administrator of Manifest, said he was currently looking for
a buyer for the proxy voting agency and was in talks with a
"number of people".


RMAC NO. 1: Moody's Assigns (P)Ca Ratings to 2 Tranches
-------------------------------------------------------
Moody's Investors Service has assigned provisional long-term
credit ratings to Notes to be issued by RMAC No. 1 PLC:

-- GBP [ ]M Class A Floating Rate Notes due [June 2046],
    Assigned (P)Aaa (sf)

-- GBP [ ]M Class B Floating Rate Notes due [June 2046],
    Assigned (P)Aa2 (sf)

-- GBP [ ]M Class C Floating Rate Notes due [June 2046],
    Assigned (P)A2 (sf)

-- GBP [ ]M Class D Floating Rate Notes due [June 2046],
    Assigned (P)Baa2 (sf)

-- GBP [ ]M Class X1 Floating Rate Notes due [June 2046],
    Assigned (P)Ca (sf)

-- GBP [ ]M Class X2 Floating Rate Notes due [June 2046],
    Assigned (P)Ca (sf)

Moody's has not assigned ratings to the GBP [ ]M Class Z1 and Z2
Notes due [June 2046].

The portfolio backing this transaction consists of UK non-
conforming residential loans originated by GMAC-RFC Limited
(currently known as Paratus AMC Limited ("Paratus")) and Amber
Homeloans Limited (not rated). [97.4]% of the pool was
securitised in 12 RMAC securitisations. On the closing date the
assets are pooled together into the RMAC No. 1 PLC
securitisation.

RATINGS RATIONALE

The ratings take into account the credit quality of the
underlying mortgage loan pool, from which Moody's determined the
MILAN Credit Enhancement (CE) and the portfolio expected loss, as
well as the transaction structure and legal considerations. The
expected portfolio loss of [3.0]% and the MILAN CE of [15.0]%
serve as input parameters for Moody's cash flow model, which is
based on a probabilistic lognormal distribution.

The portfolio expected loss of [3.0]%, which is lower than other
recent UK non-conforming transactions and takes into account: (i)
the historical performance of the collateral backing the RMAC
transactions, (ii) the number of loans in arrears at closing,
[23.6]% of the pool is in arrears at the end of November 2017, of
which [8.1]% is less than 30 days in arrears and [8.2]% is more
than 90 days in arrears, (iii) the weighted-average current LTV
of [69.8]% and the weighted-average indexed LTV of [49.0]%, (iv)
the proportion of interest-only loans, [77.2]% of the pool, of
which [2.2]% are part and part loans, (v) the current
macroeconomic environment and Moody's view of the future
macroeconomic environment in the UK, and (vi) benchmarking with
similar transactions in the UK non-conforming sector.

The MILAN CE for this pool is [15.0%], which is lower than other
recent UK non-conforming transactions and takes into account: (i)
the weighted-average current LTV of [69.8]% and weighted-average
indexed LTV of [49.0]% which are lower compared to the average of
the UK non-conforming sector, (ii) the presence of [78.0]% of the
loans where the borrower income is either self-certified or was
not verified, (iii) the presence of [43.0]% of loans in the pool
that were modified at some point in the past as result of loss
mitigation techniques used by Paratus (v) the weighted average
seasoning of the pool of [13.0] years and (vi) the level of
arrears around [23.6]% at the end of November 2017, of which
[8.1]% is less than 30 days in arrears and [8.2]% is more than 90
days in arrears.

A non-amortising reserve fund will be funded at closing and will
be equal to [1.5]% of the Class A, B, C, D and Z1 Notes at
closing. It will consist of two components, the first is a
liquidity component, which will be funded at closing and is sized
at [1.63]% of Class A and B note balance at closing. The
liquidity component of the reserve fund will amortise to the
lesser of [1.63]% of Class A and B note balance at closing and
[2.0]% of the currently outstanding balance of Class A and B
notes during the life of the transaction. The liquidity component
of the reserve will be available to cover senior fees and
interest on Class A and B (subject to no PDL on the Class B). The
liquidity component of the reserve will be replenished in the
revenue waterfall below the Class B interest payments.

The second component of the reserve fund is sized at [1.5]% of
the Class A, B, C, D and Z1 Notes at closing minus the balance of
the liquidity reserve component from time to time. This means
that at closing the credit component of the reserve fund will be
residual and increase throughout the life of the transaction as
the liquidity component amortises. The general component of the
reserve fund is available upon conditions to cover both credit
and interest and senior fee shortfalls.

Operational Risk Analysis: Paratus AMC Limited will be acting as
servicer and is not rated by Moody's. In order to mitigate the
operational risk, the transaction will have a back-up servicer
facilitator (Intertrust Management Limited (not rated)). Elavon
Financial Services DAC (Aa2 on review for downgrade/P-1), acting
through its UK Branch will be acting as an independent cash
manager from closing. To ensure payment continuity over the
transaction's lifetime, the transaction documents incorporate
estimation language whereby the cash manager can use the three
most recent servicer reports to determine the cash allocation in
case no servicer report is available. Class A Notes benefit from
principal to pay interest, and the liquidity component of the
reserve fund. The liquidity component of the reserve provides the
Class A Notes with the equivalent of [2] quarters of liquidity.

Interest Rate Risk Analysis: The transaction is unhedged with
[45.1]% of the pool balance linked to Bank of England Base Rate
(BBR), [47.7]% linked to three-month LIBOR and [7.2]% SVR-linked
loans. Moody's has taken the absence of basis swap into account
in its cashflow modelling.

The provisional ratings address the expected loss posed to
investors by the legal final maturity of the Notes. In Moody's
opinion, the structure allows for timely payment of interest and
ultimate payment of principal at par for Class A to D Notes on or
before the rated final legal maturity date and ultimate payment
of interest and principal on or before the rated final legal
maturity date for Class X1 and X2 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 endeavour 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.

Moody's Parameter Sensitivities: If the portfolio expected loss
was increased from [3.0]% to [5.3]% of current balance, and the
MILAN CE was kept constant at [15.0]%, the model output indicates
that the Class A Notes would still achieve (P) Aaa (sf) assuming
that all other factors remained equal. Moody's Parameter
Sensitivities quantify the potential rating impact on a
structured finance security from changing certain input
parameters used in the initial rating. The analysis assumes that
the deal has not aged and is not intended to measure how the
rating of the security might change over time, but instead what
the initial rating of the security might have been under
different key rating inputs.

Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
September 2017.

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 Moody's
expectations at close due to either a change in economic
conditions from Moody's central scenario forecast or
idiosyncratic performance factors would lead to rating actions.
For instance, should economic conditions be worse than forecast,
the higher defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in a downgrade of the ratings.
Downward pressure on the ratings could also stem from (1)
deterioration in the notes' available credit enhancement; (2)
counterparty risk, based on a weakening of a counterparty's
credit profile, or (3) any unforeseen legal or regulatory
changes. Conversely, the ratings could be upgraded: (1) if
economic conditions are significantly better than forecasted; (2)
upon deleveraging of the capital structure, or (3) a better than
expected performance could also lead to upgrade.


RMAC NO. 1: S&P Assigns Prelim CCC (sf) Rating to X1/X2 Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to RMAC
No. 1 PLC's class A, B, C-Dfrd, D-Dfrd, X1, and X2 notes. At
closing, RMAC No. 1 will also issue unrated class Z1 and Z2
notes.

At closing, the issuer will purchase the beneficial interest in
an initial portfolio of U.K. residential mortgages from the
seller (Paratus AMC Ltd.), using the proceeds from the issuance
of the rated notes and the unrated Z1 and Z2 notes (together, the
"class Z notes"). Paratus AMC will also act as the servicer. S&P
reviewed Paratus AMC's servicing and default management processes
and are satisfied that it is capable of performing its functions
in the transaction.

The majority (97.4%) of the provisional pool was previously
securitized in earlier RMAC transactions: RMAC 2003-NS1 PLC
(3.7%), RMAC 2003-NS2 PLC (2.1%), RMAC 2003-NS3 PLC (2.7%), 2003-
NS4 PLC (3.0%), RMAC 2004-NS1 PLC (5.6%), RMAC 2004-NSP2 PLC
(14.2%), RMAC 2004-NS3 PLC (4.9%), RMAC 2004-NSP4 PLC (9.3%),
RMAC 2005-NS1 PLC (10.8%), RMAC 2005-NSP2 PLC (15.0%), RMAC 2005-
NS3 PLC (16.7%), and RMAC 2005-NS4 PLC (9.2%), all of which were
called and redeemed on March 12, 2018. All of the loans in these
transactions will be securitized in RMAC No. 1 with no negative
or positive selection.

The provisional pool comprises first-lien U.K. owner-occupied and
buy-to-let residential mortgage loans made to nonconforming
borrowers. The loans are secured on properties in England, Wales,
Scotland, and Northern Ireland and were mostly originated in 2004
and 2005 (80.3%). These borrowers may have previously been
subject to a county court judgement (CCJ; or the Scottish
equivalent), an individual voluntary arrangement, a bankruptcy
order, have self-certified their incomes, or were otherwise
considered by banks and building societies to be nonprime
borrowers. Paratus AMC (formerly known as GMAC-RFC Ltd.)
originated 99.70% of the pool, and Amber Homeloans Ltd. 0.34%.

The provisional portfolio includes 18.24% of loans with previous
CCJs, and 0.97% of loans to borrowers who have previously been
declared bankrupt. Of the provisional pool, 63.68% are also self-
certified loans. The provisional portfolio's weighted-average
original loan-to-value (LTV) ratio is 76.51%, with 43.10% of the
pool having an original LTV ratio greater than 80.00%. The
current LTV ratio is 47.70% (which, according to our methodology,
includes haircuts to valuations when the valuation method was not
a full surveyor valuation). The weighted-average seasoning of the
provisional portfolio is 156.96 months, with 15.88% currently at
least one month in arrears, and 7.95% delinquent for 90 days or
more.

At closing, the class Z2 notes' issuance proceeds will fully fund
the reserve fund to its required amount of 1.50% of the class A,
B, C-Dfrd, D-Dfrd, and Z1 notes' closing balance. The reserve
fund is non-amortizing and will be split between a liquidity
component and a non-liquidity component. The required balance of
the liquidity component will be the lower of 1.63% of the class A
and B notes' closing balance and 2.00% of the class A and B
notes' outstanding balance, while the non-liquidity component
will be the difference between the reserve fund required amount
and the reserve fund liquidity required amount. As the class A
and B notes amortize, the proportion attributable to the
liquidity component will decrease, while the non-liquidity
component will increase--providing additional credit enhancement
to the notes.

For as long as the class A notes remain outstanding, the entire
reserve fund may only be used to cover senior fees, the class A
notes' interest, the class A principal deficiency ledger (PDL),
and the class B notes' interest if there is no class B PDL. When
the class B notes become the most senior outstanding class, if
there are insufficient revenue collections, and the non-liquidity
component of the reserve fund has been fully used, the issuer may
use the liquidity portion to cover senior fees, the class B
notes' interest, and the class B PDL. Principal receipts can also
be borrowed to meet any senior fees, the class A notes' interest,
the class B notes' interest (subject to it being the most senior
class of notes outstanding or there being no class B PDL while
the class A notes are still outstanding), and any interest
shortfalls for the class C-Dfrd and D-Dfrd notes, subject to that
class being the most senior class of notes outstanding. If
principal is borrowed in this way, the PDL will be debited and
can be cured in future periods using excess spread.

Interest on the notes will be equal to three-month sterling LIBOR
plus class-specific margins that step up following the optional
redemption date. The three-month sterling LIBOR is capped at 8.0%
for all rated tranches except the class A notes. The underlying
collateral is linked to three-month sterling LIBOR (which resets
on the same date as the notes), the Bank of England Base Rate
(BBR), or to a standard variable rate (SVR). The SVR loans are
floored at three-month sterling LIBOR plus 2.5%. There is basis
risk for the underlying collateral that is linked to BBR and the
transaction will not benefit from a swap to mitigate this risk.
As a result, we stress the historical timing mismatch between the
index paid on the assets and that paid on the liabilities.

S&P said, "Our preliminary ratings on the class A, B, X1 and X2
notes address the timely payment of interest and ultimate payment
of principal. Our preliminary ratings on the class C-Dfrd and D-
Dfrd notes address ultimate payment of principal and interest
while they are a junior class." When the class C-Dfrd and D-Dfrd
notes become the most senior outstanding, our ratings will
address the timely payment of interest and ultimate payment of
principal. Under the transaction documents, the issuer can defer
interest payments on these notes, with interest accruing on
deferred payments until they become the most senior class
outstanding, whereby any accrued unpaid interest is due on the
interest payment date when the class becomes the most senior, and
future interest payments are due on a timely basis. Although the
terms and conditions of the class X1 and X2 notes allow for the
deferral of interest, interest does not accrue on deferred
payments. Hence S&P's preliminary ratings on the class X1 and X2
notes address the timely payment of interest and ultimate payment
of principal.

S&P said, "Our preliminary ratings reflect our assessment of the
transaction's payment structure, cash flow mechanics, and the
results of our cash flow analysis to assess whether the notes
would be repaid under stress test scenarios. Subordination and
the reserve fund provide credit enhancement to the notes that are
senior to the rated class X1 and X2 notes and unrated class Z1
and Z2 notes. Taking these factors into account, we consider the
available credit enhancement for the rated notes to be
commensurate with the preliminary ratings that we have assigned."

RATINGS LIST

  Preliminary Ratings Assigned

  RMAC No. 1 PLC
  Residential Mortgage-Backed Floating-Rate Notes
  Class               Prelim.            Prelim.
                      rating              amount
                                        (mil. GBP)

  A                   AAA (sf)               TBD
  B                   AA+ (sf)               TBD
  C-Dfrd              AA- (sf)               TBD
  D-Dfrd              A (sf)                 TBD
  Z1                  NR                     TBD
  Z2                  NR                     TBD
  X1                  CCC (sf)               TBD
  X2                  CCC (sf)               TBD

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


SLATERS OF ABERGELE: Cash Flow Pressure Prompts Administration
--------------------------------------------------------------
BBC News reports that a total of 68 people have lost their jobs
after a Conwy county car dealership group went into
administration.

Slaters of Abergele Limited, Slaters of Ruthin Limited and
Slaters North Wales Car Centre Limited will close, BBC discloses.

According to BBC, administrators said the group had "experienced
severe cash flow pressure".

Paul Dumbell, of KPMG, said 68 staff had been made redundant,
with a handful kept on to help close the sites, BBC relates.

"In recent months, the group has experienced severe cash flow
pressure driven by continued trading losses, a downturn in new
car sales and restrictions on used car finance," BBC quotes
Mr. Dumbell as saying.  "This has resulted in facility limits
being reached and missed payments to the company's creditors."

The three companies operate from two sites in Abergele and
Mochdre in Conwy, employing a total of 74 people, BBC states.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets.  A company may establish reserves on its
balance sheet for liabilities that may never materialize.  The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


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

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

Copyright 2018.  All rights reserved.  ISSN 1529-2754.

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

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

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


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