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

                           E U R O P E

            Friday, May 18, 2018, Vol. 19, No. 098


                            Headlines


F R A N C E

REXEL SA: Fitch Affirms 'BB' LT IDR & Sr. Unsecured Rating


I R E L A N D

VOYA EURO CLO I: Moody's Assigns B2 Rating to Class F Notes
VOYA EURO CLO I: S&P Assigns B-(sf) Rating to Class F Notes


I T A L Y

TAURUS 2018: Fitch Assigns 'Bsf' Rating to EUR17.6MM Class E Notes


L U X E M B O U R G

ORTHO-CLINICAL DIAGNOSTICS: Moody's Rates Bank Loans Due 2023 'B1'


N E T H E R L A N D S

CNH GLOBAL: Egan-Jones Lowers FC Senior Unsecured Rating to BB-


N O R W A Y

DIAMOND OFFSHORE: Egan-Jones Hikes Senior Unsecured Ratings to BB
PETROLEUM GEO-SERVICES: Fitch Assigns 'B-' LT IDR, Outlook Pos.


U N I T E D   K I N G D O M

ALLIED HEALTHCARE: Creditors Back Company Voluntary Arrangement
AMPHORA FINANCE: Fitch Assigns 'B(EXP)' LT Issuer Default Rating
CARLUCCIO'S: 30 Restaurants at Risk of Closure Under CVA Proposal
CEVA GROUP: Moody's Hikes CFR & Sec. Credit Facility Rating to B1
CHARTER MORTGAGE 2018-1: Fitch Rates Class X Debt 'BB+(EXP)sf'

COLT GROUP: Moody's Affirms Ba2 CFR, Outlook Stable
HOUSE OF FRASER: Struggles to Get CVA Approval From Landlords
LUCKYWHEEL LTD: Enters Administration, Assets Put Up for Sale
MOTHERCARE PLC: To Close 50 Stores, Reappoint Chief Executive
PREMIER FOODS: S&P Rates New GBP300MM Senior Secured Notes 'B'

PREMIER FOODS: Fitch Assigns 'B(EXP)' Rating to GBP300M Notes
SMALL BUSNIESS: Moody's Assigns Ba2 Rating to Class D Notes
TESCO PLC: Egan-Jones Hikes Senior Unsecured Ratings to BB+


X X X X X X X X

* BOOK REVIEW: Inside Investment Banking, Second Edition


                            *********



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F R A N C E
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REXEL SA: Fitch Affirms 'BB' LT IDR & Sr. Unsecured Rating
----------------------------------------------------------
Fitch Ratings has affirmed Rexel SA's Long-Term Issuer Default
Rating (IDR) and senior unsecured rating at 'BB' and Short-Term
rating at 'B'. The Outlook is Stable.

The affirmation and Stable Outlook are based on the positive
effect of management refocusing on core geographies, market
segments and organic sales growth, rather than mainly on
acquisition, over the next three years. In 2017, Rexel improved
EBITDA margins thanks to some operational leverage and improving
markets, and these are poised to reach 5.5% by FY19. Combined with
tight cost control, this should allow free cash flow (FCF)
generation to rise and stabilise at 1.2%-1.6% of sales over the
rating horizon. This should result in funds from operations (FFO)
adjusted net leverage falling below 5.0x by end of 2019/early
2020.

There is currently little headroom and the ratings could come
under pressure should Rexel's management return to large debt-
funded acquisitions and/or its refocusing and cost control
strategy not deliver revenue growth and attendant rising FCF
margin growth, leading to a slowing or delay in the group's
deleveraging.

KEY RATING DRIVERS

Organic Sales Recovery: Fitch's rating case for Rexel forecasts
organic growth of 2.1% in sales in 2018, based on improved volumes
and stable pricing due to good economic growth in Rexel's main
markets in North America and France towards the end of 2017 and
the start of 2018. The group's sales increased in FY17 on a
constant and same-day basis (+3.5%), as Rexel returned to growth
in both Europe and North America and improved in Asia-Pacific
(China and Australia). Fitch assumes a continuing positive effect
from management's refocusing on core geographies and market
segments, together with stronger markets in Europe and the US this
year.

EBITDA Margin Improvement: In 2017, Rexel's EBITDA margin rose
above Fitch's negative sensitivity guidance of 5.0% to 5.2%, from
4.8% in FY16. Fitch expects this should improve to 5.5% in 2019
and then towards 5.8% by 2020. This steady uplift mainly reflects
Fitch's view that organic sales growth will continue in 2018 and
2019 based on improving US and European construction and
residential building markets, and that the group will benefit from
some positive operating leverage. The latter should also be
boosted by further optimisation of the group's operating structure
and gross margin, and some growth from bolt-on acquisitions from
2018.

Resilient Free Cash Flow: Rexel has a good record of converting
EBITDA into FCF given its asset-light nature and active working
capital control. Good FCF is critical for the rating given
persistent high leverage. FCF remained positive in 2017, despite
heavy increased working capital requirements in 2017 to sustain US
expansion. Fitch expects FCF margins improving to 1.2%-1.5% in
2018-2019 due to improved profitability and a further decrease in
cash interest due to active debt management and a fall in the
effective interest rate to 3.2% from 3.5%.

Limited Leverage Headroom: Rexel's FFO adjusted net leverage fell
to 5.6x in 2017 thanks to adequate cash flow generation from
improved profits and lower interest costs but still exceeded
Fitch's guideline of 5.0x for a 'BB' rating due to high legacy
acquisition spending. Fitch expects continued FCF generation in
2018, 2019 and 2020 to permit some deleveraging over the next
three years, allowing leverage to return within its sensitivity
within the rating horizon.

Potential Acquisition Programme: Fitch believes Rexel may increase
its bolt-on acquisition programme as it attempts to improve its
position in its three main US markets. If these acquisitions are
significant and debt funded, they could hold back de-leveraging,
which is a key determinant for maintaining the ratings at 'BB'.

Stable Dividend Policy: Fitch forecasts a stable dividend policy
in the next three years, in line with Rexel's dividend policy of
distributing more than 40% of net recurring income. Any
significant increase in dividends in the next two to three years
would jeopardise the group's de-leveraging programme, and would
put negative pressure on the ratings. This would be the case if
the company completed a large transformative acquisition that is
purely debt funded.

Adequate Financial Flexibility: The group's financial flexibility
remains adequate for its rating despite some weakness in FCF
generation in 2017. Financial flexibility is also underpinned by
the group's healthy FFO fixed-charge cover, which Fitch expects to
be 2.6x-2.9x (2017: 2.5x) over the next three years, driven by
reduced cash interest payments due to increased refinancing of
high coupon debt.

DERIVATION SUMMARY

Electrical distribution group Rexel has weak operating
profitability by EBITDA and EBITDAR margins, and weak leverage
metrics for the 'BB' rating category. However, these factors are
balanced by its high cash conversion ratio throughout the cycle,
resulting in resilient FCF and adequate financial flexibility
relative to cyclical industrial manufacturers or building
materials producers in the 'BB' category. The group also has
strong geographical diversification, with strong representation in
Europe and North America, and to a lesser extent Asia.

Rexel has lower operating margins than fellow distribution group
Kingfisher Plc (BBB/Stable) due to its greater focus on trade
customers. It is also more highly leveraged due to its legacy
debt-funded acquisition programme, although Rexel generates a
positive FCF margin.

KEY ASSUMPTIONS

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

  - Positive revenue growth by 2019 between 1.2% and 2.4%,
    sustained by organic sales growth

  - Steady EBITDA margin in 2018, increasing to 5.5% by 2019

  - Working capital outflows to stabilise in 2018-2019

  - Capital expenditure totalling around 1% of sales in 2018-2021

  - Limited annual increase in dividend distributions

  - Annual growth in FCF, to EUR190 million-210 million by FY19

  - Asset disposals (about EUR624 million of revenues) over 2018
    with some positive effect on group EBITDA margin in APAC

RATING SENSITIVITIES

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

  - EBITDA margin sustained at above 6% and EBIT margin at above
    5%, reflecting better product mix, successful cost
    restructuring and/or higher resilience throughout the economic
    cycle

  - FFO adjusted net leverage below 4.0x on a sustained basis

  - Continued strong cash flow generation, measured as pre-
    dividend FCF margin comfortably above 2%

  - FFO fixed charge cover trending towards 3x

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

  - EBITDA margin consistently below 5%

  - A contraction of pre-dividend FCF margin to below 2% as a
    result of weaker EBITDA margin and/or less tightly managed
    working capital

  - Inability to achieve de-leveraging consistent with FFO lease
    adjusted net leverage falling below 5.5x by end-2018 and below
    5.0x by end-2019

  - A more aggressive shareholder distribution policy leading to
    an erosion of FCF margin to below 1%

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: Liquidity was healthy as of December 31, 2017,
with EUR564 million of cash on balance sheet, of which Fitch
considers EUR364 million readily available. Liquidity is further
underpinned by EUR850 million of undrawn revolving credit
facilities maturing in 2023 and USD40 million maturing in 2020.
Rexel also has access to a receivables securitisation programme
totalling EUR 1.3 billion and a EUR500 million commercial paper
programme. Fitch-adjusted short-term debt was EUR208 million at
December 31, 2017 and this is comfortably covered by the available
liquidity. Rexel also repaid bonds maturing in 2020-2022 and no
major debt repayment is now due before June 2023.

SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS

  - Fitch has adjusted debt by adding 8x annual operating lease
    expense relating to long-term group assets.

  - Fitch also sets aside EUR200 million as restricted cash
    related to its estimate of working-capital requirements during
    the year.

  - Fitch includes off-balance-sheet factoring and securitized
    debt of about EUR200 million as debt in its adjusted leverage
    metrics.

Rexel, SA

  - Long Term Issuer Default Rating; Affirmed; BB; RO:Sta
  - Short Term Issuer Default Rating; Affirmed; B
  - Senior unsecured LT BB; Long Term Rating; Affirmed; BB
  - Senior unsecured ST B; Short Term Rating; Affirmed; B



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I R E L A N D
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VOYA EURO CLO I: Moody's Assigns B2 Rating to Class F Notes
-----------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to seven
classes of notes issued by Voya Euro CLO I Designated Activity
Company.

EUR203,000,000 Class A Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aaa (sf)

EUR36,000,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Definitive Rating Assigned Aa2 (sf)

EUR23,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned A2 (sf)

EUR18,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned Baa2 (sf)

EUR19,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Definitive Rating Assigned Ba2 (sf)

EUR9,800,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's rating of the rated notes addresses the expected loss
posed to noteholders by the legal final maturity of the notes in
2030. The 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, Voya Alternative Asset Management LLC, has
sufficient experience and operational capacity and is capable of
managing this CLO.

Voya Euro CLO I is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans, cash, and eligible investments,
and up to 10% of the portfolio may consist of underlying assets
that are unsecured loans and second lien loans. The portfolio is
expected to be approximately 100% ramped as of the closing date
and to be comprised predominantly of corporate loans to obligors
domiciled in Western Europe.

Voya Alternative Asset Management LLC will direct the selection,
acquisition and disposition of the assets on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, the Manager may reinvest unscheduled principal
payments and proceeds from sales of credit risk assets and credit
improved assets, subject to certain restrictions.

In addition to the seven classes of notes rated by Moody's, the
Issuer has issued subordinated notes of EUR 31.5 m which is
unrated.

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. The Manager's investment decisions and management
of the transaction will also affect the notes' performance.

Loss and Cash Flow Analysis:

Moody's modeled 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 in 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.

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

Par amount: EUR 350,000,000

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2845

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 5.50%

Weighted Average Recovery Rate (WARR): 44%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the ratings assigned to the rated notes.
This sensitivity analysis includes increased default probability
relative to the base case. Here 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 3272 from 2845)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

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

Class B-2 Senior Secured Fixed Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3699 from 2845)

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: -1

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

Class B-2 Senior Secured Fixed Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -4

Class D Senior Secured Deferrable Floating Rate Notes: -3

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -1


VOYA EURO CLO I: S&P Assigns B-(sf) Rating to Class F Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Voya Euro CLO I
DAC's (Voya's) class A, B-1, B-2, C, D, E, and F notes. At
closing, Voya also issued unrated subordinated notes.

Voya is a cash flow collateralized loan obligation (CLO)
transaction, securitizing a portfolio of senior secured loans
granted to speculative-grade corporates. Voya Alternative Asset
Management LLC manages the transaction.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following such an
event, the notes permanently switch to semiannual interest
payments.

The portfolio's reinvestment period ends four years after closing,
and the portfolio's maximum average maturity date is 8.5 years
after closing.

S&P said, "On the effective date, we understand that the portfolio
will represent a well-diversified pool of corporate credits, with
fairly uniform exposure to all of the credits. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow collateralized debt obligations.

"In our cash flow analysis, we have modelled a portfolio target
par amount of EUR350 million, including 5% of assets paying a
fixed rate of interest, a weighted-average spread of 3.40%, a
weighted-average coupon of 5.50%, and the covenanted weighted-
average recovery rates at each rating level as provided to
us.

"The participants' downgrade remedies are in line with our current
counterparty criteria.

"The issuer is in line with our bankruptcy remoteness criteria.

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

  RATINGS LIST

  Voya Euro CLO I DAC
  EUR356.3 mil secured fixed- and floating-rate notes
  (including EUR31.5 mil subordinated notes)

                                               Amount
  Class                    Rating            (mil, EUR)
  A                        AAA (sf)            203.0
  B-1                      AA (sf)              36.0
  B-2                      AA (sf)              15.0
  C                        A (sf)               23.0
  D                        BBB (sf)             18.5
  E                        BB- (sf)             19.5
  F                        B- (sf)              9.8
  Sub                      NR                   31.5

  NR--Not rated



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I T A L Y
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TAURUS 2018: Fitch Assigns 'Bsf' Rating to EUR17.6MM Class E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Taurus 2018 - IT S.R.L.'s notes final
ratings as follows:

EUR224.3 million class A: 'A+sf'; Outlook Stable

EUR100,000 class X: not rated

EUR29.5 million class B: 'A-sf'; Outlook Stable

EUR37.7 million class C: 'BBB-sf'; Outlook Stable

EUR32.5 million class D: 'BB-sf'; Outlook Stable

EUR17.6 million class E: 'Bsf'; Outlook Stable

The transaction is a securitisation of three commercial mortgage
loans totalling EUR341.6 million to Italian borrowers sponsored by
Blackstone funds (Camelot and Logo) and Partners Group (Bel Air).

The loan-to-values (LTVs) are 70.8% (EUR215 million Camelot),
61.7% (EUR34.6 million Logo) and 51% (EUR110 million Bel Air). The
loans are interest-only, paying a floating rate, and secured on
Italian assets comprising 16 logistics assets (Camelot); three
logistics assets (Logo); and six shopping centres (Bel Air).

KEY RATING DRIVERS

Assets in Cyclical Rebound: Prime Italian shopping centre and
logistics yields have been below their long-term averages in
recent years, reflecting renewed optimism about property
fundamentals. This has been borne out in some pockets of strong
rental growth as the broader economy's recovery has been stronger
than expected, raising optimism that the performance of the retail
and logistics sector may rebound.

Generally Sound Property Quality: The portfolio is of generally
good quality, with scores clustered in Fitch's mid-quality range
and high occupancy. The highest-scored asset is a cross-docking
facility fully let to TNT Global Express S.p.A. (FedEx) and well-
located in the vicinity of Milan Linate airport, a regional
distribution hub. The lowest-scoring property is the Cornaredo
logistics asset, which is over 64% vacant. The shopping centres,
most of which have previously featured in other CMBS, are
representative of assets adequately serving local populations.

Mixed Loans: The three loans are varied, with Bel Air a low-
leverage loan secured on retail, Camelot a high-leverage loan
secured on a large portfolio of logistics assets of variable
quality, and Logo a medium-leverage loan secured on three strong
logistics assets. Release pricing is generally simple and prudent,
starting at 110% for the logistics loans (rising to 115% after 20%
has been released), and the higher of 115% and 60% of disposal
proceeds for Bel Air.

Strong Sequential Principal Pay: The principal waterfall is
unusually conservative in its deployment of sequential pay.
Principal not returned sequentially can only comprise voluntary
repayment amounts from Camelot (other than property release
amounts and provided no loan is in default). Camelot's higher
leverage means non-sequential amounts would be applied pro rata
(if no other loan is outstanding) or else 90% pro rata and 10%
reverse sequentially.

KEY PROPERTY ASSUMPTIONS (all by market value)

'Bsf' weighted average (WA) cap rate: 7.1%
'Bsf' WA structural vacancy: 13.7%
'Bsf' WA rental value decline: 2%

'BBsf' WA cap rate: 7.6%
'BBsf' WA structural vacancy: 15.4%
'BBsf' WA rental value decline: 5%

'BBBsf' WA cap rate: 8.1%
'BBBsf' WA structural vacancy: 17.1%
'BBBsf' WA rental value decline: 11.4%

'Asf' WA cap rate: 8.7%
'Asf' WA structural vacancy: 18.9%
'Asf' WA rental value decline: 18.4%

RATING SENSITIVITIES

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

Current ratings: 'A+sf'/'A-sf'/'BBB-sf'/'BB-sf'/'Bsf'

Increase capitalisation rates by 10%:
'Asf'/'BBB+sf'/'BB+sf'/'B+sf'/'B-sf'

Increase capitalisation rates by 25%: 'BBB+sf'/'BBB-sf'/'BB-
sf'/'CCCsf'/'CCCsf'

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

Increase RVD and vacancy by 10%: 'Asf'/'BBB+sf'/'BBB-sf'/
'BB-sf'/'Bsf'

Increase RVD and vacancy by 25%: 'A-sf'/'BBBsf'/'BB+sf'/
'B+sf'/'Bsf'

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

Increase in all factors by 10%: 'A-sf'/'BBBsf'/'BB+sf'/'Bsf'/
'B-sf'

Increase in all factors by 25%: 'BBBsf'/'BB+sf'/'B+sf'/
'CCCsf'/'CCCsf'

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted
on the asset portfolio information, and concluded that there were
no findings that affected the rating analysis.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.



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


ORTHO-CLINICAL DIAGNOSTICS: Moody's Rates Bank Loans Due 2023 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Ortho-Clinical
Diagnostics SA's proposed $2,325 million senior secured term loan
B due 2025 and $350 million revolving credit facility expiring
2023. There are no changes to Ortho's existing ratings, including
the Corporate Family Rating of B3 and the B3-PD Probability of
Default Rating. The rating outlook is stable.

Ortho intends use the proceeds to refinance its existing term loan
due 2021 (approximately $2,297 million) and to pay transaction
fees. The new revolving credit facility will replace the company's
existing revolving credit facilities expiring in 2019 and 2021.

This refinancing transaction is leverage neutral, although it
improves the company's debt maturity profile.

Ratings assigned:

Ortho-Clinical Diagnostics SA

  $350 million senior secured revolving credit facility expiring
  2023 at B1 (LGD 3)

  $2,325 million senior secured term loan B due 2025 at B1 (LGD 3)

Ratings to be withdrawn upon close:

Ortho-Clinical Diagnostics SA

  Senior secured revolving credit facilities expiring 2019 and
  2021 at B1 (LGD 3)

  Senior secured term loan due 2021 at B1 (LGD 3)

Ratings unaffected:

Ortho-Clinical Diagnostics SA

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  Senior unsecured notes due 2022 at Caa2 (LGD 5)

The outlook is stable

RATINGS RATIONALE

Ortho's B3 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with very high financial
leverage. Moody's expects Ortho's pro forma adjusted debt to
EBITDA to decline modestly to approximately 7.0 times over the
next 12-18 months as a result of improving profitability.

Ortho's ability to generate positive free cash flow should improve
over the next 12 months as significant expenses associated with
becoming a stand-alone company have subsided. The moderation of
the company's IT implementation and restructuring costs will
contribute significantly toward improvement of free cash flow.

Ortho has large scale and good diversity by customer, product and
geography. The recurring nature of approximately 80% of the
company's revenues that are generated from the sale of consumables
and reagents provides a level of stability to Ortho's operations.
In the longer-term, Ortho is well positioned to grow earnings
through achieving cost efficiencies as a fully stand-alone company
and further penetrating emerging markets.

The stable outlook reflects Moody's view that Ortho will remain
highly levered over the year ahead, although operating performance
should improve.

The ratings could be upgraded if Ortho consistently generates
positive free cash flow, and if adjusted debt to EBITDA is
sustained below 6.0 times.

The ratings could be downgraded if Ortho experiences deterioration
in liquidity or is unable to reduce its financial leverage.

Ortho-Clinical Diagnostics produces in-vitro diagnostics equipment
and associated assays and reagents. Ortho's largest segment,
Clinical Laboratories, develops clinical chemistry and immunoassay
tests, targeting primarily small and medium-sized hospitals. The
company's Immunohematology products are used by blood banks and
hospitals to determine patient-donor compatibility in blood
transfusions. Ortho also develops and markets equipment and assays
for blood and plasma screening for infectious diseases. The
company's revenues are approximately $1.7 billion. Ortho is owned
by the Carlyle Group.

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



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CNH GLOBAL: Egan-Jones Lowers FC Senior Unsecured Rating to BB-
---------------------------------------------------------------
Egan-Jones Ratings Company, on May 10, 2018, downgraded the
foreign currency senior unsecured rating on debt issued by CNH
Global NV to BB- from BB.

CNH Global NV was the holding company for the Italian public
multinational manufacturer of agricultural and construction
equipment, established on November 12, 1999, through the merger of
Case and New Holland.



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N O R W A Y
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DIAMOND OFFSHORE: Egan-Jones Hikes Senior Unsecured Ratings to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company, on May 9, 2018, upgraded the foreign
currency and local currency senior unsecured ratings on debt
issued by Diamond Offshore Drilling Inc. to BB from BB-.

Diamond Offshore Drilling, Inc. is an offshore drilling
contractor. The company is headquartered in Houston, Texas and has
major offices in Australia, Brazil, Mexico, Scotland, Singapore
and Norway.


PETROLEUM GEO-SERVICES: Fitch Assigns 'B-' LT IDR, Outlook Pos.
---------------------------------------------------------------
Fitch Ratings has assigned Petroleum Geo-Services ASA (PGS) a
Long-Term Issuer Default Rating (IDR) of 'B-' with a Positive
Outlook.

PGS's 'B-' rating and Positive Outlook take into account (i) its
high market share and its positioning at the upper end of the
market; (ii) manageable and improving liquidity profile; and (iii)
deleveraging capacity and ability to generate positive free cash
flow (FCF) in the next several years due to lower capex, cost-
cutting initiatives and gradual market recovery in 2018-19. The
ratings are constrained by (i) PGS's high albeit gradually falling
leverage; (ii) lack of diversification, with exposure to the
offshore oilfield service (OFS) market, which is highly sensitive
to the level of oil prices; (iii) low earnings visibility and
limited flexibility to reduce investments in its seismic library;
and (iv) relatively weak vessel utilisation and overcapacity in
the market.

PGS is domiciled in Norway and is a leading global marine seismic
company with a market share of around 35%. The company currently
operates eight 3D seismic vessels, two of which are used
selectively as the market remains weak. In 2017, the company
generated USD374 million in EBITDA.

KEY RATING DRIVERS

Premium Niche OFS Market Player: PGS is focused on marine seismic
data acquisition, where the company has a high market share of
around 35%. PGS is exposed to oil and gas (O&G) companies'
exploration budgets in the offshore segment, which are highly
sensitive to oil prices. The company targets the premium end of
the market as the higher number of streamers per vessel and
GeoStreamer technology translate into better service quality and
higher efficiency than for some of its competitors. However, this
premium position may not necessarily be an advantage at the lowest
end of the cycle, when some companies reduce exploration spending
to a bare minimum.

Low Earnings Visibility: PGS's earnings visibility is low. Its
order book is relatively short term and volatile, and the industry
convention is that customers may cancel contracts at their own
discretion. Fitch estimates that in 2015-17 the order book
reflected only around 50% of the next-12-months sales (2013-14:
58%), excluding non-committed multi-client late sales. The
company's order book has improved from the lowest point of USD135
million at end-4Q17 to USD211 million at end-1Q18, which Fitch
views as an early indication of the market recovery. Also, in
1Q18, PGS's sales increased by 33% yoy, mainly driven by the sales
of data from its seismic library.

Utilisation Gradually Improving: PGS's vessel utilisation
dramatically deteriorated to around 70% in 2015-17 from 87% in
2013. This is broadly in line with the industry. In 4Q17
utilisation was particularly weak (46%), although it improved to
67% in 1Q18. In the forecasts, Fitchs assumes utilisation at
around 70% in 2018 vs. 72% in 2017, and a moderate improvement
thereafter.

Multi-Client Business Smooths Volatility: PGS generates revenue
through three major channels: (i) Marine Contract division, where
data is acquired based on a contract and the customer acquires
exclusive ownership of the data; (ii) MultiClient pre-funding,
where the data is sold to a group of customers but PGS retains the
right to use them in future; and (iii) MultiClient late sales,
where PGS sells data to customers from its seismic data library.

The MultiClient business is significantly less volatile than the
Marine Contract division, and provides some revenue stability in
downturns. In 2017, Marine Contract sales were 65% lower than in
2014, while MultiClient revenues contracted by only 11%, resulting
in total revenues falling by 40%. However, the MultiClient
business requires substantial investments to keep the library up
to date.

More Flexible Business Model: PGS's response to the market
downturn has been less radical than that of some of its
competitors, which should benefit the company as the market
recovers. PGS has stacked some of its vessels, but the amount of
active streamers (marine cables used to relay data to the
recording seismic vessel) has remained broadly stable. PGS's
business model is capital intensive and it owns most of the
vessels it operates. However, it has decided to use two out of
eight vessels selectively, which should reduce its fixed operating
costs.

In addition, the company has reduced its workforce, centralised
some functions and closed down some representative offices. This
should help reduce costs in 2018 and beyond and supports the
margin improvement forecast in its base case.

FCF Turning Positive: Fitch views PGS's free cash flow (FCF) as a
key credit metric since its investments in the seismic library are
capitalised. In 2014-17 PGS's FCF was negative on the back of weak
market conditions and substantial investments in new vessels.
Fitch's base case forecasts around USD50 million-USD100 million
annually in FCF (defined as operating cash flow minus capex) over
the next few years based on the assumption of lower capex, a very
gradual market recovery and improved profitability from PGS's
cost-cutting efforts. The company publicly guides its FCF (after
scheduled debt maturities of USD86 million) to turn positive in
2018 amid flat market conditions.

High Leverage: PGS's debt is high in view of the massive capital
programme started when the market was stronger, and diminishing
operating cash flows, although equity injections in 2015-17 helped
keep debt under control. In addition, in late 2016 PGS
restructured its debt and pushed out a significant part of debt
maturities to 2020-21. In 2017 the company's funds from operations
(FFO) adjusted net leverage, including capitalised leases, was
5.6x (assuming investments in the library are capitalised), which
constrains the rating to the low 'B' category for now. Fitch
expects the company's net leverage to improve as its FCF turns
positive, which the Positive Outlook is predicated on.

Commitment to Reduce Debt: The company's financial policy is to
keep its unadjusted net debt/EBITDA below 1x when the market is
strong, and below 2x when the market is weak. In 2016-17, net debt
to EBITDA exceeded 3x, and we expect it to fall below 2x by 2019.
Fitch views the fact that PGS identifies debt reduction as one of
its key financial priorities as positive, although its ability to
reduce debt will depend on market conditions to a significant
extent.

Exploration Budgets Cut 50%: PGS and other marine seismic market
players have been under stress since late 2014, when oil prices
collapsed and O&G companies significantly reduced their
exploration capex. According to Wood Mackenzie, global exploration
expenses shrank by half from around USD80 billion in 2011-14 to
USD40 billion in 2017, which has resulted in significantly lower
day rates charged by seismic companies, and lower vessel
utilisation rates. Asset-heavy companies, such as PGS, have been
hit more severely since they tend to be higher-leveraged.

Slow Recovery Ahead: High spare capacity is likely to remain a
distinct feature of the marine seismic market over the next few
years, and Fitch expects only a gradual recovery from 2018-19. O&G
companies are likely to start increasing exploration budgets in
2018-19 as many of them have adjusted to USD50-60/bbl oil prices.
However, the offshore OFS sector may benefit from this recovery to
a somewhat lesser extent since full-cycle costs in deep offshore
may be overall less competitive than in onshore projects.
Nevertheless, oil majors continue to show an interest in offshore.
The currently high level of oil prices may accelerate the market
recovery.

DERIVATION SUMMARY

PGS is a leading global marine seismic company with a market share
of around 35%. It is focused on the offshore segment of the
market, which disadvantages it versus more diversified peers and
some other oilfield services companies with exposure to both
offshore and onshore, eg Nabors Industries, Inc. (BB-/Negative).

PGS's leverage is high but should gradually fall as Fitch expects
the company to be FCF positive in the next several years due to
cost-cutting measures and a gradual market improvement, which is
the main reason for the Positive Outlook. In 2017 PGS's FFO
adjusted net leverage peaked at 5.6x - compared with that of JSC
Investgeoservis (B+/Stable, 1.9x) and Anton Oilfield Services
Group (B-/Stable, 4.9x). However, Fitch expects this to drop below
3.5x by 2019, a level potentially consistent with the 'B' rating.
PGS's liquidity is manageable and improving, in view of a
significant unutilised portion of its committed revolving credit
line due 2020, relatively low maturities in the next two years,
Fitch's expectation of the company turning FCF positive in 2018,
and its policy of refinancing large maturities at least 12-18
months in advance.

KEY ASSUMPTIONS

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

  - Broadly stable market conditions in 2018 vs. 2017, gradual
    recovery thereafter

  - Eight active 3D vessels, with two of them being utilised
    selectively during low season (1Q and 4Q)

  - Gross cash costs re-set at around USD600 million in 2018 vs.
    USD690 million in 2017

  - FFO minus investments into library improving from 0% in 2017
    to around 20% by 2019

  - Free cash flow (after capex, before debt repayments) broadly
    at USD50 million-USD100 million per annum in the next several
    years

  - No dividend payments

RATING SENSITIVITIES

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

  - FFO adjusted net leverage (assuming investments into multi-
    library are capitalised) consistently below 3.5x (2017: 5.6x,
    2018E: 3.7x)

  - FFO margin (adjusted for investments into library) broadly at
    or above 20% (2017: 0%, 2018E: 14%)

  - Consistently positive FCF leading to balance sheet debt
    stabilising at or falling below USD1 billion

  - Successful refinancing of major debt maturities 12-18 months
    in advance, in accordance with the company's policy

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

  - Worsening liquidity

  - FFO margin (adjusted for investments into library)
    consistently and materially below 20%

  - FFO adjusted net leverage (assuming investments into multi-
    library are capitalised) consistently above 3.5x

LIQUIDITY

Adequate Liquidity: PGS's liquidity is adequate and improving. Its
2018-19 debt maturities are approximately USD125 million against
USD47 million in cash and USD160 million in undrawn committed RCF
(falling due in 2020) at end-2017. In addition, Fitch projects PGS
should be able to generate around USD175 million in FCF over the
next two years, which along with its policy of refinancing its
major maturities at least 12-18 months in advance should further
improve its liquidity position.

Moderate FX Risks: PGS's exposure to FX risks is moderate. Around
25% of the company's operating expenses are in Norwegian krone
while its revenue and debt are almost exclusively dollar-
denominated. A stronger krone would have a moderately negative
impact on the company's operating cash flows. However, taking into
account the correlation between the krone and oil prices, the
krone's hypothetical appreciation caused by stronger oil would not
fundamentally disadvantage the company.

FULL LIST OF RATING ACTIONS

Petroleum Geo-Services ASA

  - Long-term Issuer Default Rating: assigned at 'B-', Outlook
    Positive



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


ALLIED HEALTHCARE: Creditors Back Company Voluntary Arrangement
---------------------------------------------------------------
Alan Tovey at The Telegraph reports that Allied Healthcare, one of
the UK's biggest providers of in-home care for elderly and
vulnerable people, has been thrown a lifeline by its creditors as
it battles rising costs.

The company, which has almost 9,000 staff caring for 13,500 people
and works with 150 local authorities across the UK, has secured a
company voluntary arrangement (CVA) with creditors which allows it
to continue to operate, The Telegraph relates.

According to The Telegraph, more than 80% of Allied's creditors
backed the scheme, which will mean that there are no plans for
redundancies or closures of any of the company's 83 branches
across the UK.

A spokesman for Allied, as cited by The Telegraph, said the CVA
would allow a restructuring which will lead to the "implementation
of a sustainable business plan that will ensure long-term
continuity of care across our health and social care operations".

Owned by private equity firm Aurelius, Allied is just one of the
businesses in the care sector which has been hit by what have been
described by one industry insider as "government-generated cost
rises", The Telegraph discloses.

These have included pay bills soaring after the introduction of
the National Living Wage -- Allied is understood to have seen
staff costs rise by GBP65,000 a week as a result -- and a historic
ruling over staff staying overnight at clients' homes to give
care, The Telegraph notes.  This meant huge costs for care
companies at they had to give back pay for several years, The
Telegraph states.

Late payments from local authorities and clinical commissioning
groups also added to the pressure of Allied's balance sheet, with
it understood to have liabilities of around GBP80 million on an
annual turnover of GBP185 million, The Telegraph relays.


AMPHORA FINANCE: Fitch Assigns 'B(EXP)' LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has assigned Amphora Finance Limited an expected
Long-Term Foreign-Currency Issuer Default Rating (IDR) of
'B(EXP)'. The Outlook is Stable. Fitch has also assigned Amphora's
proposed senior secured Term Loan B an expected rating of 'BB-
(EXP)' with Recovery Rating of 'RR2'. The GBP301 million loan
(equivalent to AUD550 million) will be due in seven years.

Amphora is a holding company that wholly owns Australia-based wine
producer, Accolade Wines (Accolade). Accolade is the fifth-largest
wine company globally by volume and a leading player in the UK and
Australia markets.

Fitch views Accolade's business profile as strong compared with
other wine producer peers globally, however its credit profile is
constrained by the group's high leverage, defined as FFO adjusted
net leverage, which Fitch expects to remain above 5.0x until at
least the financial year ending 30 June 2020 (FY20). Fitch also
expects the company to take longer than its target of four years
to achieve a company-defined net debt/EBITDA of 3.0x or lower. The
rating also takes into account the company's strong market
positions in core geographies, high-quality asset base and
diversified sourcing arrangements, which underpin the strong
business profile.

The ratings are based on the capital structure and refinancing of
Accolade's existing debt on closing of the acquisition of Accolade
by The Carlyle Group through Amphora. The final rating is subject
to the receipt of final loan documents conforming to information
already received.

KEY RATING DRIVERS

Sustained High Leverage: Carlyle's acquisition of Accolade and
subsequent changes to the capital structure will result in
Accolade having pro-forma leverage of 6.4x at FY18. Accolade plans
to deleverage using operating cash flows, but Fitch expects no
significant deleveraging until FY20 because the company's
construction of its Berri bottling facility will only be completed
at FYE19. Accolade's financial profile would improve and positive
rating action may result if it can achieve its target of reducing
leverage to 3.0x within four years, although this is not Fitch's
base case.

Premiumisation to Drive Growth: The trend towards premiumisation,
or appealing to consumers by emphasising exclusivity and better
quality, is a key growth driver in the wine industry, particularly
in Accolade's key markets of Australia and the UK. Fitch believes
that Accolade's portfolio is well-positioned to capture outsized
growth in premium product categories, supported by its recent
acquisitions of Grant Burge and Fine Wine Partners, which
bolstered the group's premium wine portfolio. Accolade's ability
to promote these wines and achieve the benefits from this global
trend is key to the company achieving revenue growth in these
markets over the medium term.

Focus on Growth in China: Accolade aims to increase its limited
footprint in China to drive growth. China is the largest consumer
of wine in the world, but continues to rank below global averages
in consumption per capita, indicating the potential for further
growth. In addition, imported wines are increasingly popular with
Chinese consumers. However, the market is competitive and Accolade
is expanding in the market after the success of other Australian
wine producers, namely Treasury Wine Estates Limited and Yellow
Tail.

Accolade's success in achieving its stated growth target will
depend on securing appropriate distribution channels, correct
portfolio positioning, and execution of its plan using a measured
approach, which should help it to rein in costs, which Fitch
considers as a key risk to this strategy.

Leading Global Wine Producer: Accolade is the fifth-largest wine
group in the world by volume. It is the leading player in the UK
by volume and value (8% market share), which is twice the market
of the second-largest UK competitor. In Australia, it is the
leading player by volume and number two by value. The UK and
Australia rank third and fourth, respectively, in per capita wine
consumption globally and consumption has been resilient even
during economic downturns. Accolade's portfolio of around 50
brands supports its market position, and includes Hardy's - the
best-selling wine brand in the UK and one of the top 10 brands
globally.

Sustainability of Supply: Accolade is reliant on external
suppliers. It sources around 97% of its wines from purchased
grapes (around 66%) and bulk wine (around 30%). The group has an
evergreen supply contract with The Riverland Grape Producers Co-
operative (CCW), the largest single supplier of Accolade's grapes
that accounts for around 48% of the company's total wine source.
CCW is Australia's largest grape grower co-operative with over 500
growers, and its supply to Accolade historically has benefited
from the relative stability in composition of the co-operative and
its market-based pricing structure.

The location of Accolade's major wineries in Australia's Riverland
region also benefits from the region's access to South Australia's
Murray River as a water source. This has helped the region deliver
relatively stable grape volumes over the past decade, despite
being located in inland Australia and subject to drought weather
conditions.

Berri Facility to Reduce Costs: Accolade has a favourable cost
position compared with peers, primarily due to the efficiencies it
derives from its Accolade Park bottling facility in Bristol, UK.
Fitch expects the opening of a similar bottling facility in Berri,
South Australia, due in 2019, to deliver significant annual cost
savings. This, alongside the revenue growth from the growing share
of premium products in Accolade's wine portfolio, is likely to
bridge some of the margin gap with its peers.

DERIVATION SUMMARY

Amphora's rating reflects its high leverage, which constrains the
company's IDR to 'B(EXP)'. Amphora's financial profile is weaker
than global peer, Russian spirits producer PJSC Beluga Group
(B+/Stable), reflecting Fitch's expectation that its FFO adjusted
net leverage will remain above 5.0x until at least FY20, compared
with Beluga's of around 4x over the same period. At the same time,
Beluga has a leading market position in Russia and strong brand
portfolio in the Russian spirits market. These factors account for
the one-notch differential between the two companies' IDRs.
Beluga's rating also reflects the higher-than-average systemic
risks associated with the Russian business and jurisdictional
environment.

KEY ASSUMPTIONS

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

  - Group sales volumes to range between 26 million and 28 million
    nine-litre (9Le) cases per year

  - Price per case to increase due to premiumisation of Accolade's
    portfolio

  - Cost savings from Fine Wine Partners acquisition and economies
    of scale and increased efficiencies from the Berri facility.

  - Capex per year forecast at between AUD30 million and AUD40
    million in FY18 and FY19, and around AUD25 million in FY20 and
    FY21

Recovery Assumptions

  - The recovery analysis assumes that Amphora would remain a
    going concern in restructuring and that the company would be
    reorganised rather than liquidated. Fitch has assumed a 10%
    administrative claim in the recovery analysis.

  - The recovery analysis assumes a 33% uplift to FY17 Fitch-
    calculated EBITDA, reflecting the expected cost savings from
    the Berri facility, Fine Wine Partners synergies and further
    cost savings at Accolade Park. This results in a post-
    restructuring EBITDA of around AUD95 million. At this level of
    EBITDA, Fitch would expect Amphora to generate positive FCF.

  - Fitch also assumes a distressed multiple of 7.0x, reflecting
    Amphora's market position versus sector peers and recent
    multiples in the sector.

  - Fitch assumes the AUD150 million revolving credit facility
    would be fully drawn in a restructuring scenario.

  - These assumptions result in an 82% recovery rate for the
    senior secured debt corresponding to a Recovery Rating of
    'RR2'. Therefore, the instrument rating is two notches above
    the IDR.

RATING SENSITIVITIES

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

Fitch does not anticipate taking positive rating action over the
next one to two years as Amphora deleverages towards its target
capital structure.

However, the following developments may, individually or
collectively, lead to positive rating action:

  - FFO adjusted net leverage improving to below 5.0x for a
sustained period (Fitch's pro-forma FY18 forecast: 6.4x).

  - FFO fixed-charge cover improving to above 2.5x for a sustained
period (Fitch's pro-forma FY18 forecast: 2.0x).

  - Delivery of the business plan, as illustrated by the Berri
plant being operational and materialising of anticipated cost
savings, success of brand rationalisation/premiumisation and
implementation of the China strategy.

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

  - FFO adjusted net leverage deteriorating to above 6.5x for a
sustained period.

  - EBITDA margin deteriorating to below 10% for a sustained
period (pro-forma FY18f: 11.5%).

  - Deterioration in the group's business profile, for example, if
volumes decline by 20% or more for a sustained period, the sale of
one or more of its main brands without a proven replacement, or
loss of a major customer in the concentrated UK or Australia
liquor retail markets (such as Tesco in the UK or Woolworths and
Coles in Australia).

LIQUIDITY

Refinancing to Provide Headroom: The proposed new capital
structure, following completion of the Carlyle acquisition of
Accolade, will consist of a revolving credit facility of AUD150
million and a term loan of GBP301 million (AUD550 million
equivalent), both of which are secured by the assets of the group,
with a floating charge over the shares and all assets in the UK
and Australia. Post-acquisition, Fitch expects the revolving
credit facility to remain undrawn, with the term loan to be fully
drawn and cash from the acquisition of AUD25 million to fund the
Berri bottling project. Accordingly, Amphora has sufficient
liquidity headroom over the rating horizon to implement its
strategy, with little refinancing risk as the debt maturities are
in six and seven years, respectively.

FULL LIST OF RATING ACTIONS

Amphora Finance Limited

  - Expected Long-Term Foreign-Currency Issuer Default Rating
    assigned at 'B(EXP)'; Outlook Stable

  - Proposed senior secured Term Loan B (denominated in sterling
    pound and equivalent to AUD550 million, due seven years from
    close) to be issued by Amphora assigned expected rating of
    'BB-(EXP)', with Recovery Rating of 'RR2'


CARLUCCIO'S: 30 Restaurants at Risk of Closure Under CVA Proposal
-----------------------------------------------------------------
Bradley Gerrard at The Telegraph reports that embattled restaurant
chain Carluccio's could close around 30 sites after it launched a
radical rescue scheme to help it keep trading amid tough
conditions in the casual dining sector.

According to The Telegraph, the chain, founded by the so-called
godfather of Italian gastronomy Antonio Carluccio in 1991, is
looking to pay just two thirds of the rent on 34 of its 103 sites
as it struggles to deal with rising cost pressures besetting the
industry.

Accountancy giant KPMG, which is overseeing the company voluntary
arrangement (CVA) proposal, said the restaurant would be asking
its landlords for the rent reduction following a strategic review
of its operations, The Telegraph relates.

"Specifically, this CVA is designed to tackle the cost of the
company's leasehold obligations across its restaurant portfolio,
which if successful, will allow the business to move forward
across a core, more profitable estate," The Telegraph quotes
restructuring partner Will Wright as saying.

"Crucially, it forms one element of a wider turnaround plan which,
if the CVA is approved, will see an injection of funding into the
business from the company's majority shareholder, to fund an
extensive and far-reaching investment and growth plan."

Carluccio's needs to secure at least 75% creditor approval for the
CVA for it to proceed, The Telegraph notes.  Documents will be
sent out shortly with a vote on the CVA expected on May 31, The
Telegraph discloses.


CEVA GROUP: Moody's Hikes CFR & Sec. Credit Facility Rating to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the CFR of CEVA Group plc,
a leading global integrated logistics provider, to B1 from Caa2.
The rating agency has concurrently upgraded the Probability of
Default Rating to B1-PD, from Caa2-PD and existing instrument
ratings have been upgraded as follows: B1 from Caa1 Senior Secured
Bank Credit Facility, B1 from Caa1 Senior Secured first lien
Notes, B3 from Caa3 Senior Secured second lien Notes and Caa1 from
C Senior Unsecured Notes. The outlook has been changed to stable.

CEVA successfully completed its IPO in the Swiss Stock Exchange on
May 4 2018. IPO proceeds have been confirmed to be used for debt
repayment.

Moody's rating actions reflect the following drivers:

  - Sustainable capital structure post IPO. Moody's estimates that
on a Moody's adjusted basis, leverage post IPO will be around 5.3x
(based on 2017 EBITDA), reducing towards 4x over the next 12
months based on EBITDA growth and debt repayment.

  - Improved free cash flow generation driven by a number of
factors: (i) reduced interest expense; (ii) reduced restructuring
costs as large transformational initiatives have completed; (iii)
positive macro-economic factors and sector outlook and (iv)
improved terms of trade with customers and suppliers.

RATINGS RATIONALE

CEVA's B1 corporate family rating reflects the group's: (i)
relatively solid business profile given the scale, global reach
and breadth of the group's service offering; (ii) large and
diverse blue-chip customer base with high retention rates and
entrenchment in customers' operations in Contract Logistics (CL);
(iii) upside potential from improved operational efficiency,
underpinned by an experienced management team that has delivered
considerable operational improvements since 2014.

Conversely, the rating is constrained by: (i) exposure to cyclical
automotive, consumer and retail industries as well as freight
rates volatility; (ii) sustainability of operational margin
improvements in a highly competitive industry; (iii) free cash
flow generation expected to remain low in the next 18-24 months.

The final rating outcome is higher than the previously expected
range indicated at the time the ratings were put under review.
This reflects a revision to Moody's expectation of free cash flow
generation with lower restructuring costs assumptions, as well as
continued improvement in operating performance as seen in Q1 2018
results. Further comfort has been derived from the group's focus
on de-leveraging as stated in its financial policies and targeted
capital structure (1.5x reported net leverage over time), and
expected improvements in business profileexcluding any potential
upside from the relationship with CMA CGM, who will become 24.99%
equity owners of CEVA.

Moodys's continues to view CEVA's liquidity as adequate. IPO
proceeds are currently on balance sheet to repay debt and
available liquidity of $508million as at 31 March 2018 (including
$299 million undrawn facilities) is adequate. Moody's expects that
the existing RCF will be successfully extended.

The B1 ratings on the first lien Senior Secured Bank Credit
Facilities are in line with the CFR, reflect their priority
ranking in the event of security enforcement and their large share
in the capital structure. The second lien Senior Secured
Facilities and Senior Unsecured Facilities are rated B3 and Caa1
respectively, two and three notches below the CFR, reflecting
their contractual and lien subordination. However, Moody's notes
the limited opco guarantees in the lending structure.

Moody's understands that CEVA has already started the process to
repay some of the existing facilities and expects to refinance its
capital structure in the near future.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that the current
solid operating performance is sustained and the group will remain
focused on de-leveraging with no significant M&A and/or
shareholder distributions. It also assumes that debt will be
refinanced at lower interest rates and that the RCF is
successfully extended.

FACTORS THAT COULD LEAD TO AN UPGRADE

An upgrade is unlikely in the next 12-18 months given that CEVA is
weakly positioned in the B1 rating category. However, there could
be upward pressure on the ratings if, for a sustained period of
time: (i) leverage falls below 3.5x; (ii) good liquidity profile
with FCF/Debt above 5%; (iii) EBIT/Interest above 1.5x.

FACTORS THAT COULD LEAD TO A DOWNGRADE

There could be downward pressure on the ratings if: (i) leverage
remains above 4.5x for a sustained period of time; (ii) weakening
liquidity with FCF/debt close to zero and (iii) EBIT/Interest
below 1x.

LIST OF AFFECTED RATINGS

Issuer: CEVA Group plc

Upgrades:

Probability of Default Rating, Upgraded to B1-PD from Caa2-PD

Corporate Family Rating, Upgraded to B1 from Caa2

Senior Secured Bank Credit Facility, Upgraded to B1 from Caa1

Senior Secured Regular Bond/Debenture, Upgraded to B1 from Caa1

Senior Secured Regular Bond/Debenture, Upgraded to B3 from Caa3

Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 from C

Outlook Actions:

Outlook, Changed To Stable From Rating Under Review

CORPORATE PROFILE

CEVA is the one of the largest integrated logistics provider in
the world in terms of revenues ($7 billion for the year ended
December 31, 2017). CEVA offers integrated supply-chain services
through the two service lines of Contract Logistics and Freight
Management and maintains leadership positions in several sectors
globally including automotive, high-tech and consumer/retail. The
group recently listed on the Swiss Stock Exchange.


CHARTER MORTGAGE 2018-1: Fitch Rates Class X Debt 'BB+(EXP)sf'
--------------------------------------------------------------
Fitch Ratings has assigned Charter Mortgage Funding 2018-1 plc's
notes expected ratings as follows:

Class A: 'AAA(EXP)sf'; Outlook Stable

Class B: 'AA+(EXP)sf'; Outlook Stable

Class C: 'A+(EXP)sf'; Outlook Stable

Class D: 'BBB+(EXP)sf'; Outlook Stable

Class E: 'BBB+(EXP)sf'; Outlook Stable

Class X: 'BB+(EXP)sf'; Outlook Stable

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

This transaction is a securitisation of owner-occupied (OO)
mortgages that were originated by Charter Court Financial Services
(CCFS), trading as Precise Mortgages (Precise), in England,
Scotland and Wales.

KEY RATING DRIVERS

Prime Underwriting

All loans are drawn from CCFS's 'Tier 1' and 'Tier 2' prime owner-
occupied originations and are selected based on prior adverse
credit history characteristics that are more stringent than the
standard 'Tier 1' and 'Tier 2' requirements. Fitch has therefore
used its prime foreclosure frequency (FF) matrix. The loans have
been granted to borrowers with full income verification, full
property valuations and with a clear lending policy in place. The
available data, though limited, shows strong performance, which
would be expected of prime loans. A lender adjustment of 1.05x has
been applied as the performance history is drawn exclusively from
a benign economic environment.

Class X Note Capped

Prior to the optional redemption date, all excess spread will be
used to make payments of interest and principal on the class X
note. However, any subordinated hedging amounts payable are due
senior to these items in the revenue priority of payments. In case
of a default of the swap counterparty and the swap mark-to-market
is in favour of the swap counterparty, excess spread may not be
available to make payments to the class X note. Fitch has
therefore capped the class X note at 'BB+sf'.

Criteria Variations

Help-to-Buy Equity Loans

Twenty percent of the pool comprises of loans in which the UK
government has lent up to 40% inside London and 20% outside London
of the property purchase price in the form of an equity loan. This
allows borrowers to fund a 5% cash deposit and mortgage the
remaining balance. When determining these borrowers' base FF via
debt-to-income (DTI) and sustainable loan-to-value (sLTV), Fitch
has taken the balances of the mortgage loan and equity loan into
account.

Self-employed Borrowers

CCFS may choose to lend to self-employed individuals with only one
year's income verification completed. Fitch believes that this
practice is less conservative compared with other prime lenders.
An increase of 30% to the FF for self-employed borrowers with
verified income was applied instead of the 20% increase, as per
criteria.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's
base case expectations may result in negative rating action on the
notes. Fitch's analysis revealed that a 30% increase in the WA
foreclosure frequency, along with a 30% decrease in the WA
recovery rate, would imply a downgrade of the class A notes to
'AA-sf' from 'AAAsf'.

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted
on the asset portfolio information, and concluded that there were
no findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of CCFS's
origination files and found the information contained in the
reviewed files to be adequately consistent with the originator's
policies and practices and the other information provided to the
agency about the asset portfolio.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


COLT GROUP: Moody's Affirms Ba2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service has affirmed Colt Group S.A.'s Corporate
Family Rating (CFR) of Ba2 as well as its Probability of Default
Rating (PDR) of Ba2-PD. The outlook on the ratings is stable.

"The affirmation of Colt's ratings primarily reflects the
company's gradually improving profitability following the
company's exit from unprofitable and non-core IT services
businesses, adequate liquidity, and strategic and financial
support provided by Colt's long-term shareholder and parent, FMR.
It also reflects Colt's comparatively low gross leverage
counterbalanced by our expectation of continued negative free cash
flow as the company pursues its growth initiatives over the next
two years," says Alejandro Nunez, a Moody's Vice President --
Senior Analyst and lead analyst for Colt.

RATINGS RATIONALE

Colt's Ba2 CFR reflects: (1) the fragmented and very competitive
landscape for business telecoms in Europe; (2) Colt's flat average
organic revenue and EBITDA growth over 2015-2017; and (3) Moody's
expectation of continued negative free cash flow generation as the
company pursues its growth initiatives.

The rating also reflects: (1) the company's fully owned and
managed, pan-European fibre network, which gives it a competitive
advantage over non-facilities-based alternative carriers; (2)
progress in profitability following the company's exit from
unprofitable and non-core businesses; (3) the company's low gross
leverage, with little financial debt in its capital structure; (4)
adequate liquidity; and, (5) a supportive ownership strategy and
flexible funding from Colt's 100% controlling shareholder, FMR LLC
(FMR, A1 stable).

Although Moody's expects the company to post average low single-
digit percentage revenue and EBITDA growth over the next two
years, it also expects Colt's capex will increase from 2018
following a year of elevated investments in its network and data
centres portfolio. Colt's strategy envisages higher capital
spending to invest in Colt Data Centre Services (DCS),
particularly in Asia, and in extending its fibre network via buy
or new-build projects in Europe, Asia and the U.S. over the next
two years.

Moody's expects Colt's elevated capital spending level over 2017-
2019 will continue to be the principal driver of its free cash
generation over the next two years and, as a consequence, the
company's free cash flow is expected to be negative and its post-
capex interest coverage to be weak over that period. While these
ratios are weaker than the average levels for similarly rated
communications infrastructure companies, the agency considers
these over a multi-year period in the context of Colt's 2017-2019
capex, which should lead to increased growth from around 2020.
Although gross leverage (adjusted by Moody's primarily to
capitalise around EUR330 million of operating leases) is expected
to rise modestly over the same period to around 1.5x, Colt's
leverage remains modest for the rating.

In addition, Moody's acknowledges a track record over the past
three years of supportive, flexible funding from Colt's ultimate
parent and 100% shareholder, FMR for Colt's growth and the absence
of cash extracted by FMR from Colt's business. The agency also
acknowledges that the main source of external funding Colt has is
a EUR265 million facility due 2020 provided by FMR which is
flexible and does not include onerous debt restrictions or
triggers.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Colt's
revenue and earnings growth trends will gradually improve as the
company pursues a period of more intensive investments over the
next two years. The outlook also reflects an expectation that
Colt's strategy and funding will continue to be supported by FMR.

WHAT COULD CHANGE THE RATING UP / DOWN

Colt's rating could move upward if the company: (1) achieves and
maintains positive overall organic revenue growth and generates
meaningful growth in EBITDA and free cash flow such that its free
cash flow/gross debt (Moody's-adjusted) remains consistently in
the low double digits in percentage terms; and (2) maintains its
gross debt/EBITDA (Moody's-adjusted) consistently below 1.5x.

Colt's rating could move downward if: (1) Colt's revenue growth,
EBITDA growth and free cash flow generation turn materially
negative on a sustained basis; or (2) the company's gross
debt/EBITDA (Moody's-adjusted) increases sustainably above 2.5x.
Clear signs of a more aggressive financial policy or significantly
reduced support from FMR could also be credit negative.


HOUSE OF FRASER: Struggles to Get CVA Approval From Landlords
-------------------------------------------------------------
Ben Stevens at Retail Gazette reports that House of Fraser is
struggling to get approval from landlords for its company
voluntary arrangement (CVA), throwing doubt over whether it'll go
ahead.

Earlier this month, representatives from the embattled department
store met with landlords to discuss the proposed CVA, which once
launched in June is due to see swathes of stores close and
significantly reduce rents on others, Retail Gazette relays,
citing the Press Association.

This meeting took place the day after landlords slammed the
retailer for proposing rent reductions due to its financial
distress the same day it revealed a significant cash injection
from C.banner, the Chinese owner of Hamleys, Retail Gazette
discloses.

According to Retail Gazette, the meeting is understood to have
been tense, with the retailer's representatives reportedly
expressing surprise over the heated response from landlords.

House of Fraser's handling of the process has previously sparked
outrage from landlords over its failure to discuss the move before
announcing CVA plans, usually considered best practice, Retail
Gazette relays.

It defended this move by stating that the rules of the Hong Kong
stock exchange prevented it from doing so, Retail Gazette notes.

Another formal meeting is understood to be on the cards next
month, Retail Gazette states.

The CVA needs 70% of approval from landlords to go ahead, Retail
Gazette says.


LUCKYWHEEL LTD: Enters Administration, Assets Put Up for Sale
-------------------------------------------------------------
Ellis Jordan at Business Sale reports that both the business and
assets belonging to Luckywheel Ltd. have been placed up for sale
after the company was forced into administration earlier this
year.

According to Business Sale, a run of difficult business conditions
forced the company to appoint administrators from Mazars to steer
the firm to trade under their direction.

Patrick Lannagan -- Patrick.Lannagan@mazars.co.uk -- and
Adam Harris, the joint administrators assigned to Luckywheel, have
since been instructed to find a new buyer for the company as a
going concern, Business Sale relates.

Alongside the company itself, the administrators are also
separately selling several of Luckywheel's assets, including an
outstanding order book worth GBP5.9 million, which includes an
additional GBP19 million of work that has already been tendered
for, Business Sale discloses.

The company is also parting ways with its freehold manufacturing
and office facilities in Nazeing, Waltham Abbey, as well as its
manufacturing equipment and any work currently in progress,
Business Sale notes.

The administrators have set a deadline for any offers for the firm
of Friday May 19, Business Sale states.

Luckywheel Ltd, based in Waltham Abbey in Essex but with
operations across the South East and London, is a specialist
installer of commercial and domestic facades, including curtain
walling, windows and cladding systems.  It predominantly works
with PVC-U, aluminium and composite products for businesses and
homes.


MOTHERCARE PLC: To Close 50 Stores, Reappoint Chief Executive
-------------------------------------------------------------
BBC News reports that Mothercare has confirmed it is closing 50
stores as part of a rescue plan, a move that will put 800 jobs at
risk.

The baby products retailer said it was in a "perilous" financial
position, BBC relates.

The store closures will leave it with 78 outlets in the UK by
2020, BBC states.

The retailer has already nearly halved its store numbers over the
past five years, BBC recounts.  It had intended have 92 outlets by
2023, but has now accelerated its closure plans and will have just
73 by that year, according to BBC.

The company plunged to a GBP72.8 million loss in its most recent
financial year, as it took hefty charges to pay for closing stores
and reorganizing the business, BBC discloses.

The plan to close stores and cut rents at 21 of its stores is
being carried out through a company voluntary arrangement (CVA),
BBC relays.

The company also said it would reappoint the chief executive who
left in April following poor Christmas trading and a profits
warning, according to BBC.

Mark Newton-Jones was sacked by the then chairman Alan Parker --
who has himself subsequently stepped down, BBC recounts.

According to BBC, as part of its restructuring, Mothercare has
also arranged a refinancing package worth up to GBP113.5 million,
which includes GBP28 million raised through issuing new shares,
and an extension of its existing debt arrangements.

Mothercare plc is a retailer for parents and young children.  The
principal activity of the Company is to operate as a specialist
omni-channel retailer, franchisor and wholesaler of products for
mothers-to-be, babies and children under the Mothercare and Early
Learning Centre brands.  The Company's operating segments include
the UK business and the International business.


PREMIER FOODS: S&P Rates New GBP300MM Senior Secured Notes 'B'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and '4' recovery
rating to the proposed GBP300 million senior secured fixed-rate
notes maturing in 2023 to be issued by U.K.-based packaged food
company Premier Foods Finance PLC, a group financing vehicle of
Premier Foods PLC (B/Stable/--). The '4' recovery rating indicates
S&P's expectation of average (30%-50%, rounded estimate: 45%)
recovery prospects in the event of a default.

The recovery rating on the proposed notes is supported by the
comprehensive security package (which includes tangible assets and
share pledges) and the low level of priority liabilities. It is
constrained by Premier Foods' sizable amount of senior secured
debt and by the significant amount owed to pension trustees
ranking at the same level as the senior secured debt (up to GBP450
million).

The draft documentation of the proposed senior secured fixed-rate
notes mirrors the terms of the existing GBP325 million senior
secured notes maturing in 2021.

S&P said, "We understand that Premier Foods will use the GBP300
million proceeds from the issuance of the proposed notes--together
with GBP23.6 million existing cash and drawings of GBP14.1 million
under its existing senior credit facilities--to repay its existing
GBP325 million senior secured fixed-rate notes and cover about
GBP12.7 million of transaction fees. Once repaid, we will withdraw
our 'B' issue rating and '4' recovery rating on the GBP325 million
fixed-rate notes."

Via this refinancing, Premier Foods is also downsizing the
existing revolving credit facility (RCF) to GBP176 million from
GBP217 million and extending the maturity to December 2022 from
December 2020.

S&P said, "Our 'B' issue and '4' recovery ratings on the existing
GBP210 million senior secured floating-rate notes and GBP176
million senior secured RCF remain unchanged. The '4' recovery
rating on the existing facilities continues to indicate our
expectation of average recovery (30%-50% range; rounded estimate:
45%) and is supported by a strong security package, which includes
tangible assets. It continues to be constrained by the significant
amount of pension liabilities (up to GBP450 million) ranking at
the same level as the senior debt.

"Our hypothetical default scenario assumes reduced discretionary
spending owing to a weak economic environment and increased
competition.

"We value Premier Foods under going-concern assumptions, given its
long-standing relationship with retailers and its leading position
in the U.K. grocery market segment.

"Our 'B' long-term issuer credit rating on Premier Foods PLC is
based on our assessment of the company's business risk profile,
supported by its leading position in the ambient food
manufacturing sector in the U.K., and by its well-established
brands in the grocery and sweet treats segments. Our assessment is
constrained by its concentration in a competitive industry and in
the U.K. and by our assessment of the company's aggressive capital
structure and its large legacy pension schemes that limit free
cash flow generation." The outlook is stable.

SIMULATED DEFAULT ASSUMPTIONS Year of default: 2021

-- Jurisdiction: U.K.
-- Implied enterprise value multiple: 6.0x
-- EBITDA at emergence: GBP96 million (after recovery
    adjustments):
    -- Capital expenditure representing 2% of three-year annual
       pro forma average of sales;
    -- No cyclicality adjustment (in line with the Branded
       Nondurables subsegment); and
    -- S&P adds GBP35 million cash pension contributions to the
       emergence EBITDA as it expects that the company must make
       these contributions, and these contributions are likely to
       remain mandatory.

SIMPLIFIED WATERFALL

-- Gross recovery value: GBP576 million
-- Net enterprise value available to creditors after
    administrative expenses (5%): GBP547 million
-- Estimated priority claims: GBP31 million of factoring line*
-- Estimated first-lien debt claim: GBP1,138 million, including
    the GBP450 million of pension liabilities
-- Recovery rating: 4 (30%-50% range; rounded estimate: 45%)

*All debt amounts include six months of pre-petition interests.


PREMIER FOODS: Fitch Assigns 'B(EXP)' Rating to GBP300M Notes
-------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'B(EXP)'/'RR4' to
the GBP300 million notes that Premier Foods plc's (Premier)
finance vehicle Premier Foods Finance plc. The notes will fund a
tender offer for the GBP325 million issue due in March 2021 and
will aim to lengthen average maturities and reduce the company's
debt via a GBP25 million reduction of total long-term debt.

The notes will be guaranteed by Premier Foods plc and most of the
group's operating companies. They will rank pari passu with the
existing GBP210 million floating rate notes due in 2022, and with
the GBP176 million revolving credit facility extended to 2022
borrowed by Premier Foods Investments Limited and will share the
same security package, which consists of fixed charges over
certain real estate and intellectual property rights, floating
charges over all the assets of each guarantor, and a share pledge
over capital stock of the issuer and each guarantor.

Premier Foods' Issuer Default Rating (IDR) of 'B' remains on
Negative Outlook, reflecting Fitch's view that the company remains
exposed to trading challenges in the UK packaged food market that
might put at risk its ability to reduce its high leverage. Premier
reported yesterday its annual results for the year ending March
2018 (FY18), showing a partial recovery from the sharp profit
contraction in FY17 and a reduction of leverage. However, free
cash flow (FCF), at around GBP25 million based on preliminary
numbers, remains below historical levels and further shocks could
prejudice a full reduction of leverage to parameters consistent
with the current rating.

KEY RATING DRIVERS

FY18 Trading Recovery: Premier, like other fast-moving consumer-
goods companies in the UK, managed to pass on some of its higher
costs to consumers in FY18, achieving a 3.6% revenue increase in
organic terms. The company also continued its cost rationalisation
efforts to protect its profit margin, completing its SG&A cost
savings programme in FY18. Overall, this has enabled Premier to
bring back its EBITDA, based on preliminary figures, to GBP140
million in FY18, closer to the FY16 level of GBP145 million after
the 9% contraction to GBP131 million in FY17.

High Leverage: Fitch calculates that Premier's FFO-adjusted net
leverage reduced in FY18 to around 6.5x from a very high 8.0x at
FYE17 but remains weak for its 'B' rating. Fitch projects that
Premier should be able to deleverage to around 6.0x in FY19,
subject to the recovery of EBITDA reported for FY18 remaining
sustainable. This would bring the balance sheet into a less
vulnerable position and could support a revision of the Negative
Outlook to Stable. The company's business profile is supported by
well-known brands, long-term relationships with its customers and
good opportunities for international growth, which should support
its revenue and partly offset the leverage weakness.

Volatile Profit Performance: The company is exposed to a
challenging operating environment, which has led to ups and downs
in its profits between FY15 and FY17 despite the broad stability
of demand for packaged foods in the UK. EBITDA contracted by 9% in
FY17 due to higher input costs and high investments in advertising
and promotions. Premier's raw-material cost base grew due to the
weakening of sterling, but the company managed to only marginally
pass these increases on during the year. This disappointing
performance in FY17 followed a FY16 that had marked a recovery
from several quarters of contracting revenues during 2015.

Consolidating UK Retail Market: Fitch estimates an important
proportion of Premier's revenue (close to 60%) is generated from
the four largest retailers in the UK: Tesco PLC (BB+/Stable),
Asda, J Sainsbury's, and Morrisons, which have strong bargaining
power and can put pressure on the profitability of their
suppliers. These major retailers have pursued a strategy of
protecting the spending power of UK consumers by pressuring their
suppliers to absorb higher input costs following the sharp
depreciation of sterling in 2016. This affected Premier's FY17
margin. The recently announced merger between Asda and J
Sainsbury's is likely to further exacerbate this situation.

Changing Consumer Patterns: An ongoing shift in consumer shopping
behaviour towards healthier and more authentic products, and from
traditional big retailers to hard discounters and online, is
challenging Premier's performance. Premier needs to continue
rejuvenating its product portfolio with new packaging and
formulations to offer new ways of consuming its long-established
products. Fitch believes this process weighs on its cost structure
as it needs to sustain advertising and promotion charges to keep
its brand and product proposition relevant. In particular, while
these charges were kept under control in FY18, Fitch assumes an
increase in FY19.

Positive Free Cash Flow: Premier's track record of maintaining
positive annual FCF generation mitigates these concerns. Over
FY19-FY21 pension contributions will absorb large part of cash
generation (GBP40 million-45 million a year) but Fitch projects
they should still leave GBP15 million- 25 million for debt
paydown. The fact that capex is being kept under tight control (at
most 3% of revenues) and Premier's lending documentation prevents
it from distributing dividends so long as net debt/EBITDA remains
above 3.0x, support FCF generation.

Leading UK Ambient Food Producer: Premier has a strong position as
one of the UK's largest ambient food producers, with an almost 5%
share in the fragmented and competitive GBP28.7 billion UK market.
It benefits in manufacturing, logistics and procurement in the UK
from its wide range of branded and non-branded food products, but
mainly competes in mature segments such as desserts and cakes.
This product portfolio, which the company has limited financial
resources to complement with the entry into higher-growth
categories, limits its growth prospects. Premier therefore relies
on continuing its marketing and innovation efforts to protect its
market share.

DERIVATION SUMMARY

Premier is one of the largest UK food producers, selling and
distributing a wide range of branded products. The rating is one
notch lower than international margarine leader Sigma HoldCo BV
(B+(EXP)/Stable), which is broadly diversified by geography but
focused on one product category. Both companies currently have
high leverage and suffer from product portfolio maturity but
Premier is ahead in its rejuvenation. Compared with Sigma, Premier
enjoys a good, but not as strong, EBITDA margin and generates
significantly less internal cash flow. Premier's operating profit
margin is higher than that of other fast-moving commercial goods
peers in the 'B' category, such as Yasar Holding A.S. (B/Stable),
JSC Holding Company United Confectioners (B/Stable) and PJSC
BELUGA GROUP (B+/Stable). However, Premier's cash flow generation
is more volatile and its leverage is higher.

KEY ASSUMPTIONS

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

  - annual top-line growth of 1.6%-1.8% over FY19-FY21;

  - fairly stable EBITDA margin, whereby cost savings are re-
    invested into advertising and promotion;

  - FFO incorporating pension contributions of GBP40 million a
    year following agreements with its pension trustees (reduced
    compared to previous forecasts);

  - low capex, stable at GBP20 million-25 million (2.5%-3.0% of
    sales).

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Move the Outlook to Stable

  - Trading performance recovering (consistently positive organic
    revenue growth) and the ability to maintain EBIT margin above
    10% after having sufficiently invested in advertising and
    promotions to protect its market position and drive growth

  - Visibility that FFO adjusted net leverage is trending towards
    6.0x (pension deficit contributions are deducted from FFO)

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

  - Evidence of weaker pricing power in the UK market

  - Failure to stabilise performance with continued revenue
    declines and margin deterioration, with EBIT falling below 10%

  - Neutral to negative FCF on a sustained basis due to
    profitability erosion, higher or unexpected capex and
    increases in pension contribution or funding costs

  - Expectation that FFO adjusted net leverage will remain well
    above 6.0x in FY19 (pension deficit contributions are deducted
    from FFO)

  - FFO fixed charge coverage below 1.8x on a sustained basis

LIQUIDITY

Adequate Liquidity: Premier Foods' liquidity is supported by its
GBP176 million revolving credit facility extended to December 2022
and positive FCF of around GBP25 million in FY18. Fitch expects
liquidity to remain adequate over FY19-FY22, thanks to the
positive FCF generation over the forecast horizon. The group will
face only minor scheduled debt repayments before 2022, when the
GBP210 million secured fixed notes become due, assuming the GBP325
million bond is refinanced. Fitch therefore assesses refinancing
risk as manageable.

KEY RECOVERY RATING ASSUMPTIONS

The 'B(EXP)'/'RR4' senior secured rating reflects average
recoveries (31%-50%) for senior secured noteholders in the event
of default. Upon completion of the refinancing with successful
placement of the new GBP300 million notes, Fitch would be likely
to revise expected recoveries to 37% (from 34%) due to the
slightly smaller debt amount carried by Premier Foods and the mild
EBITDA improvement in FY18.

Fitch assumes that the enterprise value of the company and the
resulting recovery of its creditors (including the pension
trustees) would be maximised in a restructuring scenario under its
going-concern approach rather than in a liquidation scenario due
to the asset-light nature of the business and the strength of its
brands. Furthermore, a default would probably be triggered by
unsustainable financial leverage, possibly as a result of weak
consumer spending affecting sales and profits and combined with
ongoing punitive pension deficit contributions.

Fitch has applied a 25% discount to EBITDA and a distressed
enterprise value/EBITDA multiple of 5.0x, reflecting challenging
market conditions in the UK and the reliance on a single country.
These are partially offset by a portfolio of well-known product
brands. The notes rank equally with the pension schemes for up to
GBP450 million, based on the company's agreement with pension
trustees. Fitch has therefore included a GBP450 million pension
trust claim as a senior obligation in the debt waterfall within
its recovery calculation.


SMALL BUSNIESS: Moody's Assigns Ba2 Rating to Class D Notes
-----------------------------------------------------------
Moody's Investors Service has assigned the following ratings to
four classes of Notes issued by Small Business Origination Loan
Trust 2018-1 DAC.

GBP128,070,000 Class A Floating Rate Asset-Backed Notes due
December 2026, Assigned Aa3 (sf)

GBP12,390,000 Class B Floating Rate Asset-Backed Notes due
December 2026, Assigned A2 (sf)

GBP14,460,000 Class C Floating Rate Asset-Backed Notes due
December 2026, Assigned Baa2 (sf)

GBP14,460,000 Class D Floating Rate Asset-Backed Notes due
December 2026, Assigned Ba2 (sf)

Moody's has not assigned ratings to GBP 26,850,000 Class E
Floating Rate Asset-Backed Notes, GBP 14,460,000 Class X Floating
Rate Asset-Backed Notes and GBP 10,320,000 Class Z Variable Rate
Asset-Backed Notes, which will also be issued by the Issuer.

SBOLT 2018-1 is a securitization backed by a static pool of GBP
206,572,566 of small business loans originated through Funding
Circle Ltd's online lending platform. The loans were granted to
individual entrepreneurs and small and medium-sized enterprises
(SME) domiciled in UK. Funding Circle will act as the Servicer and
Collection Agent on the loans and P2P Global Investments PLC will
be the retention holder.

RATINGS RATIONALE

The ratings of the Notes are primarily based on the analysis of
the credit quality of the underlying loan portfolio, the
structural integrity of the transaction, the roles of external
counterparties and the protection provided by credit enhancement.
The ratings take into account, among other factors:

   (i) a loan-by-loan evaluation of the underlying loan portfolio,
       complemented by historical performance information as
       provided by Funding Circle;

  (ii) the structural features of the transaction, incorporating
       relatively high credit enhancement from subordination, high
       levels of excess spread compared to a conventional ABS SME
       securitization, and the inclusion of an amortizing cash
       reserve and non-amortizing liquidity reserve which provide
       both credit and liquidity coverage over the life of the
       transaction;

(iii) the appointment of a back-up servicer at closing to
       mitigate counterparty risk; and

  (iv) the legal and structural integrity of the transaction.

In Moody's view, the strong credit positive features of this
transaction include, amongst others:

   (i) a static portfolio with a short weighted average life of
       less than 2 years;

  (ii) certain portfolio characteristics, such as:

       a) high granularity with low single obligor concentrations
       (for example, the top individual obligor and top 10 obligor
       exposures are 0.2% and 1.9% respectively) and an effective
       number above 1,800;

       b) the loans' monthly amortisation; and

       c) the high yield of the portfolio, with a weighted average
       interest rate of 10.04%.

(iii) the transaction's structural features, which include:

       (a) a cash reserve initially funded at 1.75% of the initial
           portfolio balance, increasing to 2.75% of the initial
           portfolio balance before amortising in line with the
           rated Notes; and

       (b) a non-amortising liquidity reserve sized and funded at
           0.25% of the initial portfolio balance;

       (c) an interest rate cap with a strike of 2% that provides
           protection against increases on LIBOR due on the rated
           Floating Rate Asset-Backed Notes.

  (iv) no set-off risk, as obligors do not have deposits or
       derivative contracts with Funding Circle.

However, Moody's notes that the transaction has a number of
challenging features, such as:

   (i) potential misalignment of interest between the Originator
       and the noteholders as the Originator does not retain a
       direct economic interest in the transaction. This is
       partially mitigated by the Seller acting as retention
       holder, and repurchase and indemnification obligations of
       the Originator and the Seller in case the representations
       and warranties are proven incorrect;

  (ii) the short operating history of the Originator and Servicer
       and the rapid growth of its origination volumes, without
       any experience of a significant economic downturn;

(iii) relatively high industry concentrations as almost 40% of
       the obligors belong to the top two sectors, namely
       Services: Business (22%) and Construction & Building (17%),
       and the high exposure to individual entrepreneurs and
       micro-SMEs (over 61% of the portfolio); and

  (iv) the loans are only collateralized by a personal guarantee,
       and recoveries on defaulted loans often rely on the
       realization of this personal guarantee via cashflows from
       subsequent business started by the guarantor.

Key collateral assumptions:

Mean default rate: Moody's assumed a mean default rate of 11% over
a weighted average life of 1.9 years (equivalent to a B2 proxy
rating as per Moody's Idealized Default Rates). This assumption is
based on:

  (i) the available historical vintage data;

(ii) the performance of a previous transaction backed by loans
      originated by Funding Circle; and

(iii) the characteristics of the loan-by-loan portfolio
      information.

Moody's also took into account the current economic environment
and its potential impact on the portfolio's future performance, as
well as industry outlooks or past observed cyclicality of sector-
specific delinquency and default rates.

Default rate volatility: Moody's assumed a coefficient of
variation (i.e. the ratio of standard deviation over the mean
default rate explained above) of 50%, as a result of the analysis
of the portfolio concentrations in terms of single obligors and
industry sectors.

Recovery rate: Moody's assumed a 25% stochastic mean recovery
rate, primarily based on the characteristics of the collateral-
specific loan-by-loan portfolio information, complemented by the
available historical vintage data.

Portfolio credit enhancement: the aforementioned assumptions
correspond to a portfolio credit enhancement of 42%.

As of closing, the loan portfolio of approximately GBP
206.6million was comprised of 4,007 loans to 3,928 borrowers. The
average remaining loan balance stood at GBP 51,553, with a
weighted average fixed rate of 10.04%, a weighted average
remaining term of 44.7 months and a weighted average seasoning of
8.6 months. Geographically, the pool is concentrated mostly in the
South East (24.16%) and London (15.17%). The majority of the loans
were taken out by borrowers to fund the expansion or growth of
their business and each loan benefits from a personal guarantee
from (typically) the owner(s) of the business. At closing, any
loan more than 30 days in arrears will be excluded from the final
pool.

Key Transaction Structure Features:

Cash Reserve Fund: The transaction benefits from a cash reserve
fund initially funded at 1.75% of the initial portfolio balance,
increasing to 2.75% of the initial portfolio balance before
amortising in line with the rated Notes. The reserve fund provides
both credit and liquidity protection to the rated Notes.

Liquidity Reserve Fund: The transaction benefits from a separate,
non-amortising liquidity reserve fund sized and funded at 0.25% of
the initial portfolio balance. When required, funds can be drawn
to provide liquidity protection to the senior Notes.

Counterparty Risk Analysis:

Funding Circle (NR) will act as Servicer of the loans and
Collection Agent for the Issuer. Link Financial Outsourcing
Limited (NR) will act as a warm Back-Up Servicer and Collection
Agent.

All of the payments on loans in the securitised loan portfolio are
paid into a Collection Account held at Barclays Bank plc (A2 / P-
1). There is a daily sweep of the funds held in the Collection
Account into the Issuer Account, which is held with Citibank,
N.A., London Branch (A1 / (P)P-1), with a transfer requirement if
the rating of the account bank falls below A2 / P-1.

Parameter Sensitivities Analysis:

Moody's also tested other sets of assumptions under its Parameter
Sensitivities analysis. For instance, if the assumed default rate
of 11% used in determining the initial rating was changed to 12.5%
and the recovery rate of 25% was changed to 20%, the model-
indicated rating for Class A would be unchanged, whilst the model-
indicated ratings for Classes B, C and D would be within one notch
of the base case rating. For more details, please refer to the
full Parameter Sensitivity analysis included in the New Issue
Report for this transaction.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating SME Balance Sheet Securitizations"
published in August 2017.

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

The Notes' ratings are sensitive to the performance of the
underlying loan portfolio, which in turn depends on economic and
credit conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and the UK's
country risk could also impact the Notes' ratings.

The 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 on the Class A and
ultimate payment of principal with respect to all rated Notes by
the legal final maturity. Moody's ratings address only the credit
risk associated with the transaction. Other non-credit risks have
not been addressed but may have a significant effect on yield to
investors.


TESCO PLC: Egan-Jones Hikes Senior Unsecured Ratings to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company, on May 11, 2018, upgraded the foreign
currency and local currency senior unsecured ratings on debt
issued by Tesco PLC to BB+ from BB.

Tesco plc, trading as Tesco, is a British multinational groceries
and general merchandise retailer with headquarters in Welwyn
Garden City, Hertfordshire, England, United Kingdom.



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


* BOOK REVIEW: Inside Investment Banking, Second Edition
--------------------------------------------------------
Author: Ernest Bloch
Publisher: Beard Books
Softcover: 440 Pages
List Price: US$34.95
Order your personal copy at
http://www.beardbooks.com/beardbooks/inside_investment_banking.htm
l

Even though Bloch states that "no last word may ever be written
about the investment banking industry," he nonetheless has written
a definitive book on the subject.

Bloch wrote Inside Investment Banking after discovering that no
textbook on the subject was available when he began teaching a
course on investment banking. Bloch's book is like a textbook,
though one not meant to be limited to classroom use. It's a
complete, knowledgeable study of the structure and operations of
the field of investment banking. With a long career in the field,
including work at the Federal Reserve Bank of New York, Bloch has
the background for writing the book. He sought the input of many
of his friends and contacts in investment banking for material as
well as for critical guidance to put together a text that would
stand the test of time.

While giving a nod to today's heightened interest in the
innovative securities that receive the most attention in the
popular media, Inside Investment Banking concentrates for the most
part on the unchanging elements of the field. The book takes a
subject that can appear mystifying to the average person and makes
it understandable by concentrating on its central processes,
institutional forms, and permanent aims. The author shows how all
aspects of the complex and ever-changing field of investment
banking, including its most misunderstood topic of innovative
securities, leads to a "financial ecology" which benefits business
organizations, individual investors in general, and the economy as
a whole. "[T]he marketplace for innovative securities becomes,
because of its imitators, a systematic mechanism for spreading
risk and improving efficiency for market makers and investors,"
says Bloch.

For example, Bloch takes the reader through investment banking's
"market making" which continually adapts to changing economic
circumstances to attract the interest of investors. In doing so,
he covers the technical subject of arbitrage, the role of the
venture capitalist, and the purpose of initial public offerings,
among other matters. In addition to describing and explaining the
abiding basics of the field, Bloch also takes up issues regarding
policy (for example, full disclosure and government regulation)
that have arisen from the changes in the field and its enhanced
visibility with the public. In dealing with these issues, which
are to a large degree social issues, and similar topics which
inherently have no final resolution, Bloch deals indirectly with
criticisms the field has come under in recent years.

Bloch cites the familiar refrain "the more things change, the more
they remain the same" and then shows how this applies to
investment banking. With deregulation in the banking industry,
globalization, mergers among leading investment firms, and the
growing number of individuals researching and trading stocks on
their own, there is the appearance of sweeping change in
investment banking. However, as Inside Investment Banking shows,
underlying these surface changes is the efficiency of the market.

Anyone looking for an authoritative work covering in depth the
fundamentals of the field while reflecting both the interest and
concerns about this central field in the contemporary economy
should look to Bloch's Inside Investment Banking.
After time as an economist with the Federal Reserve Bank of New
York, Ernest Bloch was a Professor of Finance at the Stern School
of Business at New York University.



                            *********

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
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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *