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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 25, 2018, Vol. 19, No. 103


                            Headlines


D E N M A R K

FAERCH PLAST: S&P Alters Outlook to Negative & Affirms 'B' ICR


F R A N C E

CARVEN: To File for Bankruptcy Protection Following Default
EVEREST BIDCO: Moody's Assigns B2 CFR, Outlook Stable
WFS GLOBAL: S&P Alters Outlook to Positive & Affirms 'B-' ICR


G E R M A N Y

SENVION HOLDING: S&P Cuts Issuer Credit Rating to B, Outlook Neg.


I R E L A N D

IRISH NATIONWIDE: Ex-Chair Blames Erroneous Report for EUR1BB Run


I T A L Y

ASTALDI SPA: S&P Lowers Issuer Credit Rating to CCC, Outlook Dev.
BANCA POPOLARE DI BARI: Mulls Stock Sale Amid Cleanup Process
TWINSET SPA: S&P Withdraws B Issuer Credit Rating, Stable Outlook


L U X E M B O U R G

AL SIRONA: S&P Assigns Preliminary 'B' ICR, Outlook Stable


N E T H E R L A N D S

DRYDEN 35 2014: S&P Affirms B- (sf) Rating on Class F Notes


S W E D E N

DOMETIC GROUP: Moody's Rates EUR1,500M EMTN Program '(P)Ba3'


T U R K E Y

DENIZBANK: Moody's Affirms FC Deposit Ratings at Ba3/NP


U N I T E D   K I N G D O M

ARDONAGH MIDCO: Moody's Affirms B3 CFR, Outlook Positive
BEAUFORT SECURITIES: PwC Halves Estimated Costs of Winding Up
DURHAM MORTGAGES A: Moody's Rates GBP46.67MM Class X Notes Ca
DURHAM MORTGAGES B: Moody's Assigns Ca Rating to Class X Notes
MICRO FOCUS: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg.

PETRA DIAMONDS: To Launch Rights Issue to Shore Up Finances


X X X X X X X X

* BOOK REVIEW: Long-Term Care in Transition


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D E N M A R K
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FAERCH PLAST: S&P Alters Outlook to Negative & Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable on
Faerch Plast Midco ApS and Faerch Plast Bidco ApS, holding
companies of Denmark-based plastic packaging company Faerch Plast
Group A/S.

S&P said, "At the same time, we affirmed our 'B' long-term issuer
credit ratings on Faerch Plast Midco and Faerch Plast Bidco.
We also affirmed our 'B' issue-level rating on the senior secured
facilities raised by Faerch Plast Bidco, comprising a EUR300
million term loan, EUR110 million term loan B2, and a EUR65
million revolving credit facility (RCF). The recovery rating on
these facilities is '4', indicating our expectation of average
recovery prospects (30%-50%; rounded estimate: 40%) in the event
of a default.

The revised outlook reflects weaker than expected credit metrics
and the possibility that Faerch Plast's leverage remains at or
above 7.5x in 12 months. Following Faerch Plast's agreement to
largely finance the EUR81.5 million acquisition of France-based
food packaging producer CGL with debt, pro forma adjusted
leverage of 7.5x is expected by December 2018. In addition,
challenges in passing resin price increases on to customers in a
timely manner led to lower EBITDA margins in 2017 and higher
leverage for fiscal year 2017. Leverage was 8.3x versus our
expectation of 7.5x, and adjusted EBITDA margins only amounted to
23% compared to previous S&P Global Ratings' estimates of 24%. We
also believe that this acquisition reduces Faerch Plast's
financial flexibility as it was funded by drawing on the group's
RCF.

Faerch Plast experienced margin pressures in 2017 due to resin
and recycled polyethylene terephthalate (RPET) price increases,
inadequate price indexation mechanisms, and adverse currency
movements. The company's strategy to compensate for some of this
via price increases led to few customer losses in the U.K. The
company historically linked most of its price escalation clauses
to virgin material, even when it used RPET. Faerch Plast's
ability to use RPET provided it with a competitive cost
advantage, as long as RPET prices remained below virgin material
prices. The recent narrowing of the pricing gap between these raw
materials stripped Faerch Plast of this competitive advantage to
some extent, in S&P's view. The established price indexation
mechanism implied that the company could not pass increases in
RPET prices on to customers, if they were not mirrored by virgin
material prices, which was the case in 2017. The company's recent
price increases in the U.K. to compensate for the British pound
(GBP)/Danish krone (DKK) translation impact also led to some
customer losses.

S&P said, "We expect EBITDA margins to improve in 2018 as Faerch
Plast implements price increases to compensate for sterling
devaluation, and better manages the contractual pass-through of
resin cost increases. We also expect Faerch Plast to review its
price indexation clauses.

"Our rating reflects our view of Faerch Plast's small size,
relatively narrow scope, high leverage as a result of an
aggressive financial policy, and growth-oriented strategy. While
we consider its capital structure to be aggressive, we recognize
that the company has a well-invested asset base, as evidenced by
its strong margins. This underpins its positive free operating
cash flow generation. We believe that the company will continue
to expand both via acquisitions and organically."

The company's business risk profile is constrained by its narrow
size, scope, and diversification. Despite rapid growth since
2009, the company is somewhat smaller than other rated packaging
producers. In addition, its production is limited to eight plants
(including CGL Pack), resulting in some asset concentration. S&P
also remains cautious of Faerch Plast's ability to pass raw
material prices on to customers in a timely manner.

The business risk is supported by Faerch Plast's strong margins,
which reflect a well-invested asset base, lean manufacturing
processes, low conversion costs, and product innovations. The
company's exposure to movements with the GBP is partly mitigated
by its manufacturing presence in the U.K. and proactive pricing
strategy.

In 2018 and 2019, S&P's base case assumes:

-- Total revenue growth of 19% in 2018, reflecting the
    acquisition of CGL and organic growth of 3%. The latter will
    be supported by modest GDP growth in continental Europe and
    the U.K.

-- S&P expects adjusted EBITDA margins to increase to compensate
    for sterling devaluation, and better manages the contractual
    pass-through of resin cost increases.

-- Working capital outflows of about DKK45 million.

-- Relatively lower capital expenditure (capex) at about DKK145
    million as compared to 2017 as the company invested in its
    asset base over the past few years.

-- Although S&P's base case does not assume any acquisitions
    apart from CGL, it expects the group to remain acquisitive
    should suitable opportunities arise and its operations
    perform as expected.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Pro forma adjusted debt to EBITDA of about 7.5x in 2018 and
    7.4x in 2019;

-- Funds from operations (FFO) to debt of about 6.8% in 2018 and
    7% in 2019; and

-- EBITDA cash interest coverage of 2.6x-2.7x in 2018 and 2019.

S&P said, "The negative outlook indicates that we could lower the
ratings during the next year if Faerch Plast's failure to improve
profitability results in limited deleveraging and weaker cash
flows.

"We could lower the ratings if Faerch Plast's credit metrics did
not improve as we expect under our base case, such that debt to
EBITDA remains about 7.5x in 2019. This could materialize if the
company failed to increase sales volumes or stabilize EBITDA. We
could also lower the ratings if the company lost market share,
could not pass further raw material cost increases on to
customers, or if the pound weakened materially. Any large debt-
funded acquisition or unexpected shareholder remuneration could
also lead to a downgrade."

In addition, a weaker business risk assessment could also result
in a downgrade. This could occur if Faerch Plast fails to improve
profitability in line with our expectations, through either
weaker margins or more volatility in earnings.

S&P said, "We view ratings upside as highly unlikely in the next
two years, due to Faerch Plast's high leverage and growth-
oriented strategy. In addition, we do not expect the company to
deleverage to below 5x on a sustainable basis due to the strategy
of its shareholders (private equity)."


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F R A N C E
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CARVEN: To File for Bankruptcy Protection Following Default
-----------------------------------------------------------
Pascale Denis at Reuters reports that French fashion house
Carven, which dressed cabaret queen Edith Piaf, is filing for
bankruptcy protection.

"Carven is in default on payments and will be asking to be placed
under bankruptcy protection of the Paris commercial court via
receivership procedures," Reuters quotes a Carven spokesman as
saying.

Annual sales plunged to EUR20 million (US$23.4 million) in 2017,
half of the level in 2014, when the firm's artistic director left
and its fortunes took a new turn for the worse, Reuters
discloses.


EVEREST BIDCO: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and a B2-PD probability of default rating (PDR) to
France-based software distributor and services provider Everest
Bidco SAS ("Exclusive Group"). The action follows the launch of
syndication of a EUR500 million senior secured first lien term
loan B and a EUR90 million pari passu ranking revolving credit
facility (RCF). In addition, the group intends to raise a GBP105
million senior secured second lien term loan.

The proceeds from the facilities, as well as a sizeable equity
contribution, will be primarily used to fund the acquisition of
the group by private equity firm Permira and pay for transaction
fees and expenses.

Moody's new ratings assignment mainly reflects the following
factors:

  -- Exclusive's good track record, with prospects of sustained
growth in revenues and EBITDA

  -- Expected deleveraging to around 6.0x in the next 12 to 18
months

  -- Solid free cash flow generation and adequate liquidity

  -- High vendor concentration and ensuing technology and
operating performance-related risk

Concurrently, Moody's has assigned B1 ratings to the proposed
EUR500 million senior secured first lien term loan B due in 2025
and pari passu ranking EUR90 million RCF due in 2024, which shall
be borrowed by Everest Bidco SAS. The outlook on all ratings is
stable.

RATINGS RATIONALE

"Exclusive Group's B2 CFR reflects our expectation that the group
will materially reduce Moody's adjusted gross debt/EBITDA to
around 6.0x in 2019 from an elevated opening level of 7.3x as of
March 2018" says Frederic Duranson, a Moody's Assistant Vice
President and lead analyst for Exclusive Group. "We anticipate
that annual EBITDA growth reaching double digits in percentage
terms will drive Exclusive's deleveraging, which is necessary to
maintain the ratings and outlook in the context of relatively
high business risk versus ERP software vendors" Mr. Duranson
adds.

The B2 CFR is supported by Exclusive Group's successful
specialisation in fast growing segments, serving approximately
20% of the combined global IT security and data centre market,
and its solid track record of revenue growth of around 20% per
annum (at constant perimeter) in 2015-17, which was driven by (1)
double-digit market growth in percentage terms, (2) growth with
top ten vendors of more than +40% per annum, reflecting the
successful selection of vendors with disruptive technologies and
high growth potential (in particular Fortinet, paloalto and
Nutanix) and, (3) the roll out of new vendors.

Nevertheless, Exclusive Group's credit profile is constrained by
the high degree of vendor concentration, with Fortinet and
paloalto representing 47% of total group revenues. The
concentration is partially mitigated by the length of their
working relationship, which started in 2003 and 2009
respectively, and the high proportion of their revenues which are
generated through Exclusive Group, thereby creating some
interdependency. Moody's also cautions against (1) the relatively
higher technology risk and ensuing risk of displacement inherent
to fast-pace segments of the software industry, even if Exclusive
has exposure to various vendors and (2) risks of consolidation
amongst vendors, which could lead to customer losses.

Moody's also believes that the group has a somewhat limited
control over its gross margins, which have all reduced by more
than one percentage point between 2015 and 2017 with top three
vendors. Moody's expects that this trend will continue, owing to
(1) historical vendors maturing, (2) increasing deal sizes as Big
Tec's data centre virtualization offering ramps up and the share
of sales to global system integrators and telecom operators
grows, and (3) the bigger share of revenues from the US where
gross profit margins are much lower than the group's. The rating
agency expects that, despite some variability in the cost base
below gross profit, a reduction in gross profit margins will at
least partially flow to EBITDA unless the group mitigates this
adverse impact by margin-enhancing actions such as maintaining
the amount of services provided to existing vendors and on-
boarding several new vendors a year.

Exclusive Group is expected to generate solid free cash flow,
supported by EBITDA growth, limited non-recurring items and very
low capex needs representing less than 1% of sales. The future
growth will result in working capital absorption on a recurring
basis but the group does not bear material inventory risk.
Interest payments, in the context of elevated leverage, will also
represent material uses of cash. Moody's forecasts that FCF/debt
will average 4%-5% in the next 12 to 18 months.

Moody's assessment takes into account the partial currency
mismatch between the Euro-denominated debt (representing 80% of
the total) and the cash flows of the company, which are
denominated in Euros for only approximately one third. This
exposes Exclusive Group to a real leverage increase should the
Euro appreciate materially.

Moody's views Exclusive Group's liquidity as adequate. Although
the transaction is expected to leave little cash on balance sheet
at closing, the liquidity profile will be supported by solid,
albeit seasonal, free cash flow generation. Moody's also expects
that the group's proposed 6.5 year EUR90 million RCF will remain
largely available.

The B1 (LGD3) ratings on the EUR500 million senior secured first
lien term loan B and EUR90 million senior secured first lien RCF,
one notch above the CFR, reflect their priority ranking ahead of
the GBP105 million senior secured second lien term loan.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on Exclusive Group's ratings reflects Moody's
expectation of (1) solid growth in revenues and EBITDA, leading
to Moody's adjusted gross debt/EBITDA of around 6.0x in 2019, (2)
materially positive free cash flow generation as well as adequate
liquidity and, (3) no debt-funded acquisitions or shareholder
distributions.

WHAT COULD CHANGE THE RATING UP/DOWN

Exclusive Group is weakly positioned within the rating category
and upward pressure is unlikely, however positive pressure could
arise if (1) revenue concentration among top vendors reduced
materially, (2) Moody's adjusted debt/EBITDA sustainably
decreased below 5.0x, and (3) free cash flow/debt increased
towards 10% on a sustainable basis.

Conversely, Exclusive Group's ratings could come under negative
pressure if the conditions for a stable outlook were not met, and
further, if retained cash flow/net debt and free cash flow/debt
sustainably failed to reach 10% and 5% respectively.

PRINCIPAL METHODOLOGY

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

Founded in 2003 and headquartered in the Paris area, Exclusive
Group is a global value-added distributor of hardware, software,
cloud solutions and services in the enterprise IT Security and
data centre virtualisation segments. Sales of third-party
products represented more than 95% of the group'URs E1.75 billion
revenues in 2017. Funds advised and ultimately controlled by
Permira are in the process of acquiring a majority stake in
Exclusive Group.


WFS GLOBAL: S&P Alters Outlook to Positive & Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings said that it revised to positive from stable
its outlook on French airport cargo handler WFS Global Holding
S.A.S. (WFS). S&P also affirmed its 'B-' long-term issuer credit
rating on the company.

S&P said, "At the same time, we affirmed our 'B-' issue rating on
the company's EUR375 million senior secured notes due 2022. The
recovery rating is unchanged at '3', reflecting our expectation
of meaningful recovery (50%-70%; rounded estimate: 65%) in the
event of a payment default. We also affirmed our 'CCC' issue
rating on the EUR140 million senior unsecured notes due 2022. The
recovery rating is unchanged at '6', reflecting our expectation
of 0% recovery in the event of a payment default.

"The outlook revision reflects our view that WFS is better
positioned to generate positive free operating cash flows from
2018. This comes after some reorganizational measures following
the acquisition of CAS in February 2016; the disposal of
operations in Italy, Manchester, and Mashriq; and last year's
restructuring in France and Germany. In addition, after its
significant improvement in credit ratios in 2017, we foresee this
trend continuing. We forecast S&P Global Ratings-adjusted ratio
of debt to EBITDA remaining below 5.0x during this year which, if
sustained and combined with positive operating free cash flow,
could lead to an upgrade.

"That said, we believe the risk of further restructuring-related
costs -- that could limit the improvement in the company's cash
generation and credit ratios -- remains.

WFS' operating performance has also benefited from solid growth
in cargo handling across all regions, mainly due to an increase
in volumes. As a result, WFS' S&P Global Ratings-adjusted debt to
EBITDA improved to 5.3x in 2017 from 8.2x in 2016. Furthermore,
WFS' management has carried out a number of restructuring
measures that are now largely complete. In 2017, the company
reported lower restructuring-related costs of EUR29 million, down
from EUR64 million a year earlier, which boosted the bottom-line
EBITDA.

S&P said, "Although we expect some more restructuring costs in
2018, we think these have eased significantly and should continue
trending downward, improving the company's cash flow profile. We
anticipate that management will focus on profitability following
the cost savings program started in 2017 that targets about EUR12
million of run-rate benefits by 2022, supporting an improvement
in EBITDA."

S&P said, "We continue to view WFS' business risk as weak,
reflecting our view of the company's focus on the cyclical
airline industry as a sole end-market, as well as its
concentration on cargo handling. Cargo handling provides two-
thirds of WFS' revenue and we generally view it as more
susceptible to the general economic fluctuations than ramp and
passenger handling activities, which comprise one-third of WFS'
sales." Cargo volumes depend on world trade and consumer
confidence as companies react to demand to restock their
inventories.

These constraints are partly offset by WFS' international
footprint in the global air cargo handling market, its ownership
of warehouses in strategic locations, and its road feeder system
that we believe enhances the company's competitive position and
operating efficiency. In addition, S&P believes that WFS' focus
on diversifying further into other regions as well as increasing
its customer base, supported by organic growth or strategic
acquisitions, could result in greater financial stability during
market downturns and strengthen its business profile in the next
two years.

S&P said, "WFS' highly leveraged financial risk profile reflects
our view that the company's financial policy decisions--for
example, using debt and debt-like instruments to maximize
shareholder returns--may weaken credit metrics in the medium
term. However, we acknowledge that WFS' credit measures are
better than the ranges we associate with a highly leveraged
financial profile, therefore, we would likely consider revising
the assessment upward if the company maintains stable
profitability and reports significantly lower restructuring
costs."

S&P's base case assumes:

-- Revenue growth of about 1.7%-3.3% in 2018-2020. This growth
    is supported by our estimates of annual GDP growth rates for
    Europe, the U.S., Asia-Pacific, and the Middle East. While
    most of the growth will come from the Asia-Pacific region,
    S&P notes that the U.S. and Europe have larger scale of
    operations that could add to growth as the company expands
    its customer base and network.

-- Material decrease in restructuring costs to about EUR9
    million in 2018 from EUR43 million in 2017.

-- Adjusted EBITDA margins increasing to about 17%-18% in 2018-
    2020 (from 14.5% in 2017).

-- Negative working capital of about EUR10 million in 2018 and
    EUR5 million in 2019. WFS is subject to occasional working
    capital swings of about EUR25 million-EUR30 million due to
    business cyclicality financed with cash or by drawing on the
    revolving credit facility (RCF).

-- Capital expenditure (capex) of about EUR25 million-EUR30
    million per year in 2018-2020.

-- A vendor loan of EUR51.8 million in WFS' capital structure,
    following private equity owner Platinum Equity's purchase of
    the company in October 2015, which accrues (noncash) interest
    of 12% per year. S&P includes this in its adjusted debt
    figure.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Adjusted debt to EBITDA of about 4.5x in 2018 and about 4.0x
    in 2019, compared with 5.3x in 2017; and

-- Reported EBITDA interest coverage of 2.0x-2.5x in 2018 and
    2019, constrained by the high interest burden of about EUR60
    million per year (including noncash interest).

S&P said, "Our operating lease adjustment constitutes a material
increase to the company's reported debt of about EUR294 million.
Furthermore, we treat the adjusted lease-related expense as a
combination of depreciation and interest expense. Therefore, our
standard operating lease adjustment also increases adjusted
EBITDA by EUR110 million, and interest expense by EUR20 million.

"WFS is subject to a springing gross leverage covenant that
tightens to 4.4x on Dec. 31, 2018, from 4.75x on Dec. 31, 2017.
Our base case indicates that covenant headroom will remain
adequate but could come under pressure if the company's EBITDA
generation underperforms our base case by more than 15%. We note
the difficulty in calculating forecast covenant headroom, given
the allowance to add back to EBITDA synergies, restructuring
costs, and noncash items. The covenant is tested if more than 35%
of the facility is used for cash drawings or letter of credits.

"The positive outlook reflects that we could upgrade WFS in the
next 12 months if it demonstrates a positive trend in free
operating cash flow generation that provides sufficient headroom
for potential discretionary transactions.

"We would raise the rating if WFS' free cash flow generation
appears to turn positive, sustained by stable operating
performance and significantly lower restructuring expenses that
result in an improvement in credit metrics, such that adjusted
debt to EBITDA declines and remains below 5.0x."

An upgrade would also depend on whether the company's financial
policy supports a higher rating, including a continuation of
prudent capex and potential acquisitions, predictable dividend
distributions, and adequate covenant headroom under the RCF.

S&P said, "We would revise the outlook to stable in the next 12
months if the company does not sustain profitability, potentially
because of an inability to realize cost savings or need for
further large restructuring outlays that keep limiting the
company's ability to generate free cash flow. We could also
consider revising the outlook to stable if the company engaged in
debt-financed acquisitions preventing debt to EBITDA improving to
below 5.0x."




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SENVION HOLDING: S&P Cuts Issuer Credit Rating to B, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings said that it has lowered its long-term issuer
credit rating on German wind turbine manufacturer Senvion Holding
GmbH to 'B' from 'B+'. The outlook remains negative.

S&P said, "At the same time, we lowered our issue rating on
Senvion's EUR400 million senior secured notes to 'B' from 'B+'.
The recovery rating is '3', indicating our expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 55%) in
the event of a payment default.

"We also lowered our issue rating on the group's EUR125 million
revolving credit facility (RCF) to 'BB-' from 'BB'. The recovery
rating is '1', indicating our expectation of very high recovery
prospects (90%-100%, rounded estimate: 95%).

"The downgrade reflects our expectation of weaker profitability
for Senvion at least over the next 12-18 months, following
greater pricing pressure in the wind turbine manufacturing
industry than previously expected. We now expect debt to EBITDA
will improve to around 5.5x from 5.8x in 2017 and funds from
operations (FFO) cash interest coverage to improve toward 2.5x,
which we view as in line with a 'B' rating. Our outlook remains
negative because debt-to-EBITDA could increase toward 6x and FFO
cash interest coverage ratio could remain below 2.5x, which we
would no longer view as in line with the 'B' rating.

"The intense pricing pressure -- created by overcapacity and
government policy changing to an auction-based system -- weighed
on Senvion's profitability in 2017, reducing its EBITDA margin to
4.2% compared with 5.4% in 2016. Restructuring charges for
Senvion's German operations, which we do not readjust in our
analysis, affected the 2017 figures. Management has been trying
to improve its cost structure; however, the benefits will unfold
gradually because it will take time for cost measures like supply
chain changes to bear fruit. We expect only a gradual recovery in
EBITDA margins in 2018 and 2019 to 4.2%-5.0%. For 2018, we expect
that high pricing pressure will be broadly offset by the absence
of any material restructuring charges compared with 2017. For
2019, we expect positive volume effects, as shown by a solid
order intake and backlog, to support profitability.

"Overall, we view the wind power manufacturing industry as under
consolidation pressure, owing to overcapacity and the immense
cost pressures arising from the change to auction-based systems
in Europe, which have also become an industry standard globally.
In Germany, where Senvion has installed 20%-30% of its onshore
wind turbines in the past two years, awarded prices were roughly
halved to about EUR38 per megawatt hour compared with the granted
feed-in tariffs before 2017. Under the new scheme, smaller
bidders won most of the auctions and have until 2022 to develop
their projects. We therefore believe that, in addition to the
high cost, demand will be delayed in Germany over the short to
medium term. For offshore wind turbines, which account for about
20% of revenues, we see a similar trend, but with a longer
transition period given the longer lead times of the projects
under development."

In the fragmented wind turbine manufacturing industry, Senvion's
market share is small and it has a limited geographic footprint;
about two-thirds of the group's 2017 sales were generated in
Europe, where the company is the fourth-largest player and
depends heavily on Germany. Recent order intake and the current
order book indicate a shift away from Europe toward more global
diversification. With about 15% of the group's total sales, the
aftermarket business makes only a limited contribution to
earnings stability, leading to heavy reliance on new projects.
However, the volume of service revenue is increasing in line with
the installed asset base. The group is also exposed to project-
execution risks that could translate into volatile cash flows, as
experienced in 2016 when the company booked a EUR55 million
provision for one of its offshore projects. The high dependence
on projects also led to high volatility in intrayear working
capital. Furthermore, if the group fails to develop new wind
turbines to meet clients' needs in a timely manner, which S&P has
not yet observed, this might lead to market share deterioration.
Senvion remains exposed to policy-led demand cyclicality, as seen
in Germany with the German Renewable Energy Sources Act (EEG
2017) effective in 2017, which limits additions to onshore wind
parks and shifts from feed-in tariffs to an auction-based system,
intensifying competition.

Nevertheless, Senvion maintains a solid footprint in its core
markets, supported by a diversified customer and supplier base,
with established relationships.

Senvion's financial risk profile remains constrained by the
group's ownership by financial sponsor Centerbridge, which S&P
views as unlikely to change over the medium term.

The negative outlook reflects the weakening of Senvion's credit
metrics and profitability. S&P said, "We currently see only
limited headroom for its credit metrics to be consistent with a
'B' rating, with adjusted debt to EBITDA improving to around 5.5x
in 2018 and a FFO cash interest coverage ratio of around 2x. We
could lower the rating over the next 12 months if the positive
effects of cost and supply chain optimization measures, as well
as a solid order intake to improve cash flow generation in 2019,
do not become visible over the next 12 months."

S&P said, "We could lower the rating if the European wind turbine
market contracts further than we expect and has a greater effect
on revenues, or if auction prices continue to fall, leading to
lower EBITDA generation than we assume. Specifically, we would
consider a downgrade if Senvion's credit metrics do not improve
compared with those in 2017, with the debt-to-EBITDA ratio
approaching 6x or FFO cash interest coverage remaining below
2.5x. We could also lower the rating if the group's FOCF does not
improve and remains negative, or if liquidity deteriorates and
the headroom under covenants dissipate.

"We could revise the outlook to stable if we believe the group's
debt-to-EBITDA ratio will remain sustainably below 5.5x over the
next 12-18 months. This could arise if Senvion's operating and
financial performances are better than expected, for example due
to growth and profitability resilience. Improvement in the
business risk profile is unlikely, given the group's low
profitability and the ongoing consolidation of an industry where
Senvion is a relatively small player."


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IRISH NATIONWIDE: Ex-Chair Blames Erroneous Report for EUR1BB Run
-----------------------------------------------------------------
Joe Brennan at The Irish Times reports that the former chairman
of Irish Nationwide Building Society (INBS), Michael Walsh, told
an inquiry into the lender that an erroneous report in early
September 2008 on the company's financial position triggered a
EUR1 billion run on its deposits.

According to The Irish Times, he said a Reuters report on
September 5, 2008, that INBS was in "talks with its lenders to
avoid insolvency", which was subsequently retracted by the news
agency, "was completely untrue, but the impact of that was to
cause a run on the society" and added to general uncertainty in
financial markets at the time.

Dr. Walsh said the lender's cash resources fell by EUR1 billion
to EUR3 billion by the end of September that year, The Irish
Times relates.  It had spent the previous eight months building
up liquidity after INBS decided in late 2007 to clamp down on new
lending, The Irish Times relays.

He said that by August 2008, INBS's cash position was the
equivalent of 40 per cent of its loan book and was "streets
ahead" of Irish rivals, who were "ploughing ahead" with lending,
The Irish Times notes.

INBS's managing director, Michael Fingleton, who ran the society
for 38 years until 2009 and is one of four men currently subject
to the inquiry into various alleged breaches of financial law,
disagreed with his former chairman on when the decision was made
to stop new lending, The Irish Times discloses.


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


ASTALDI SPA: S&P Lowers Issuer Credit Rating to CCC, Outlook Dev.
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Italy-based civil engineering and construction company Astaldi
SpA to 'CCC' from 'CCC+'. The outlook is developing.

S&P said, "We also lowered our issue rating on Astaldi's EUR750
million senior unsecured notes to 'CCC' from 'CCC+', in line with
the long-term issuer credit rating. The recovery rating on this
debt remains unchanged at '4', indicating our expectation of
average recovery prospects (30%-50%, rounded estimate: 30%) in
the event of a payment default.

"The downgrade reflects our view that Astaldi faces increased
short-term risks of a material liquidity deficit. This is because
the company reported a significant working capital cash drain
during first-quarter 2018, part of which is due to a reduction of
the trade payable balance. Consequently, Astaldi's operating cash
flow generation in the same period was negative EUR345 million--
versus negative EUR122 million reported in first-quarter 2017,
and its cash balance reduced to a limited EUR355 million at end-
March 2018 from EUR576 million at end-December 2017 and EUR417
million at end-March 2017. This has led us to view Astaldi's
liquidity profile as weak, particularly given the company's
sizable short-term debt repayments, which amounted to
approximately EUR865 million at end-March 2018. In our view,
Astaldi's liquidity position remains vulnerable to funding
conditions and banks' willingness to roll over short-term lines,
as well as to further potential delays in cash collection or any
unexpected cash outflows relating to its operations."

Nevertheless, Astaldi's recent measures to strengthen its capital
position could meaningfully alleviate pressure on its liquidity
profile and, in turn, credit quality. On May 16, 2018, the
company announced an update on its capital strengthening proposal
and a new business plan for 2018-2022. The company's board of
directors approved a EUR300 million share capital increase, part
of which would be subscribed by IHI Corporation, a Japan-based
industrial conglomerate. IHI has also signed an industrial
partnership with Astaldi that makes the Japanese conglomerate
Astaldi's largest minority shareholder, while the Astaldi family
retains control.

The capital increase would be completed in third-quarter 2018. In
S&P's view, if successfully completed, the capital increase would
be a key step in the company's 2018 refinancing plan -- which
also comprises the refinancing of its debt capital structure,
including the EUR500 million revolving credit facility (RCF)
maturing in 2019 and the EUR750 million bond maturing in 2020.

S&P said, "We understand, however, that the completion of the
capital increase and the industrial partnership are both subject
to the progress of Astaldi's concession asset disposal program,
which we understand mainly refers to the sale of the Third
Bosphorus Bridge. This, in our view, may increase the execution
risk to the successful completion of the capital increase."
Additional conditions include:

-- Receipt of consent or waiver by some of its lending banks on
    the covenants, the compliance of which is required on
    June 30, 2018;

-- Set-up of a syndicate for subscription of any shares that are
    unsubscribed upon termination of the offer; and

-- Confirmation or extension of the repayment dates for some
    credit lines for an aggregate amount of at least EUR300
    million.

S&P said, "If Astaldi were to meet the above three conditions, we
would assume that the company has the financing banks' support of
the capital strengthening strategy as well as for the company's
2018-2022 business plan.

"We understand Astaldi must meet all the aforementioned
conditions before Oct. 1, 2018, to ensure that the investment
agreement with IHI becomes effective. Positively, we believe that
Astaldi's financing banks may continue supporting the company.
This is because the company's business strategy to de-risk its
backlog and adopt a capital-light approach is appropriate, in our
view, and its order intake remained resilient during first-
quarter 2018, despite the current constraints from a liquidity
shortage, mainly due to the working capital cash drain in the
past few quarters.

Astaldi's capital structure remains highly leveraged, with S&P
Global Ratings-adjusted debt to EBITDA of 7.5x and funds from
operations (FFO) to debt of about 5% at end-2017. We believe that
the evolution of these metrics for 2018 depends heavily on the
advancement of the capital increase and the proceeds from the
asset disposal.

"We view Astaldi's liquidity as weak, due to its smaller cash
holdings after first-quarter 2018 and further increased short-
term financial debt obligations of approximately EUR865 million
at end-March 2018. We now expect the group's sources of liquidity
will cover its uses by about 0.5x over the next 12 months,
excluding the proceeds from the concession disposal and the
capital increase. Most of the liquidity deterioration during the
first quarter reflects higher utilization of cash and committed
and uncommitted lines to absorb the increased working capital
balance.

"In our view, Astaldi remains exposed to refinancing risks,
stemming from the need to constantly rollover a substantial
amount of short-term debt. At end-March 2018, short-term debt,
mainly consisting of uncommitted lines with local banks, stood at
35% of its gross debt. As such, the group's liquidity position
remains vulnerable to funding conditions and banks' willingness
to rollover short-term lines, as well as to potential delays in
cash collection or any unexpected cash outflows relating to
current projects. The improvement of the liquidity assessment
remains dependent on the success of the asset disposal and
capital increase. However, we note that most banks have been
willing so far to renew short-term lines and are working with
Astaldi to ensure the successful completion of the capital
strengthening plan, which somewhat mitigates our concerns.

"The developing outlook reflects that we may lower or raise the
ratings in the next few quarters, depending on the advancement of
the capital increase and the asset disposal.

"In our view, Astaldi would face a material liquidity deficit and
may be unable to meet its financial obligation in next few
quarters if the company cannot complete its capital increase,
absent any other significant positive development. This is
because, in such a case, banks may become reluctant to renew the
company's short-term credit lines, leading us to lower the
ratings by one or more notches."

Astaldi's successful completion of its EUR300 million capital
increase might provide rating upside, as it would ease pressure
of the company's liquidity. Any tangible evidence of the
company's ability to reverse the negative path on working capital
and improve its liquidity profile would also provide rating
upside.


BANCA POPOLARE DI BARI: Mulls Stock Sale Amid Cleanup Process
-------------------------------------------------------------
Sonia Sirletti at Bloomberg News reports that Banca Popolare di
Bari ScpA, an Italian regional lender weakened by bad loans,
plans to raise as much as EUR350 million (US$410 million) from
investors this year to strengthen capital and complete the bank's
cleanup.

According to Bloomberg, people with knowledge of the matter said
the lender will seek at least EUR250 million of fresh funds.  Two
of the people said the bank hasn't decided on the method of the
capital increase and may consider listing the company, Bloomberg
relates.

Pop. Bari is one of the last big Italian cooperative banks that
hasn't yet completed a government-mandated transformation to a
joint-stock company, Bloomberg discloses.

Banca Popolare di Bari, based in the Apulia region, was among
lenders hit by mounting bad debt amid Italy's longest recession
and the acquisition in 2014 of the troubled Banca Tercas,
Bloomberg notes.

The bank has been the first lender in the country to use a
government guarantee meant to help banks securitize bad loans for
sale, a move that allowed it to reduce its non-performing loan
ratio to about 22% of the total in 2017 from more than 30% two
years earlier, Bloomberg states.  One of the people said the
lender aims to cut the ratio to about 10%, Bloomberg relays.

The people, as cited by Bloomberg, said a capital increase may
start in September after the bank's transformation into a joint
stock company.  It's the second try for Popolare di Bari, which
canceled plans in late 2016 to make the change and raise EUR300
million, according to Bloomberg.


TWINSET SPA: S&P Withdraws B Issuer Credit Rating, Stable Outlook
-----------------------------------------------------------------
S&P Global Ratings withdrew its 'B' long-term issuer credit
rating on Italian accessible luxury apparel retailer Twinset
S.p.A. at the company's request. The outlook was stable at the
time of the withdrawal.

The withdrawal follows the recent redemption of the group's
EUR150 million senior secured notes due 2019.


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


AL SIRONA: S&P Assigns Preliminary 'B' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit to Luxembourg based AI Sirona Acquisition Sarl (Zentiva).
The outlook is stable.

S&P said, "We also assigned a preliminary 'B' issue rating and
'3' recovery rating to senior secured term loan B of EUR880
million and a preliminary 'CCC+' issue rating and recovery rating
of '6' to the second lien EUR275 million loan.

"The final ratings will be subject to the successful closing of
the proposed issuance and will depend on our receipt and
satisfactory review of all final transaction documentation. It
would be also conditional to the regulatory approval and the
achievement of all the processes to enable the carve-out
operation. Accordingly, the preliminary ratings should not be
construed as evidence of the final ratings. If the final debt
amounts and the terms of the final documentation depart from the
materials we have already reviewed, or if we do not receive the
final documentation, or the regulatory approval, we reserve the
right to withdraw or revise our ratings."

Zentiva (AI Sirona) is a pan-European generic company
manufacturing and developing diversified products in Western and
Eastern Europe. Headquartered in Prague, Zentiva generated
revenues of EUR742 million and pro forma reported EBITDA of
EUR162 million in the 12 months ending Dec. 31, 2017. The company
entered into exclusive negotiations with the private equity fund
Advent for EUR1.92 billion in April 2018.

S&P said, "The stable outlook reflects our view that the company
will seamlessly separate from Sanofi before the transaction
closes, while generating positive revenue growth and improving
profitability, leading to positive FOCF generation of at least
EUR60 million and gradual deleveraging. This reflects our view
that the company would benefit from its well-balanced presence in
the three market archetypes in Europe and would continue to
support its volume, revenue, and EBITDA growth through its cost
competitiveness, brand recognition, and commercial force. We
assume that Zentiva would maintain an EBITDA margin close to 20%
over the next three years. Finally, we expect Zentiva to maintain
our adjusted debt-to-EBITDA between 6.0x and 7.0x on average over
the next three years.

"We could consider a negative rating action if there is a
significant decrease in revenues and EBITDA stemming from a
failure to turn around sales volumes and pricing in France, as
well as unexpected pricing erosion in the U.K. Additionally, even
though the company has transitional service agreements with
Sanofi, the timescale and terms in moving production away might
be affected by conditions in the contract manufacturing industry,
which could also result in lower FOCF and rating downside. This
could also lead us to revise our assessment of the company's
business risk profile.

"We would consider raising the rating if Zentiva significantly
outperforms our base case, mainly by increasing its size and
strengthening its portfolio through new product launches, while
generating organic revenue growth and improving significantly its
profitability, leading to stronger cash flow generation and
material debt reduction. This would need to be supported by
credit ratios strengthening such that adjusted debt to EBITDA
approaches 5.0x on a sustainable basis with the commitment from
the financial sponsor not to releverage."


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


DRYDEN 35 2014: S&P Affirms B- (sf) Rating on Class F Notes
-----------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on all classes of
notes issued by Dryden 35 Euro CLO 2014 B.V..

Since the transaction refinanced in May 2017, the portfolio
experienced slight negative rating migration with assets rated
'BB-' or above decreasing to 13% from 18%. The portfolio's
weighted-average spread as reported by the trustee decreased to
4.09% from 4.60%. The collateral amount decreased by EUR260,943
over the same period.

S&P said, "We have performed a credit and cash flow analysis by
applying our corporate collateralized debt obligation (CDO)
criteria and our criteria for assigning 'CCC' category ratings.
In our opinion, the notes can still withstand our credit and cash
flow stresses at their current rating levels. We have therefore
affirmed our ratings on all classes of notes."

Dryden 35 Euro CLO 2014 is a European cash flow collateralized
loan obligation (CLO) transaction, comprising euro-denominated
senior secured loans and bonds issued by European borrowers. PGIM
Ltd. is the collateral manager. The reinvestment period ends in
May 2019.

  RATINGS LIST

  Dryden 35 Euro CLO 2014 B.V.
  EUR442.6 mil fixed- and floating-rate notes (including EUR47.3
  million subordinated notes)
                                            Rating
  Class             Identifier        To             From
  E                 XS1190702362      BB (sf)        BB (sf)
  F                 XS1190702529      B- (sf)        B- (sf)
  A-1A-R            XS1611104263      AAA (sf)       AAA (sf)
  A-1B-R            XS1611104347      AAA (sf)       AAA (sf)
  B-1A-R            XS1611106128      AA (sf)        AA (sf)
  B-1B-R            XS1611106714      AA (sf)        AA (sf)
  C-R               XS1611107100      A (sf)         A (sf)
  D-R               XS1611107795      BBB (sf)       BBB (sf)


===========
S W E D E N
===========


DOMETIC GROUP: Moody's Rates EUR1,500M EMTN Program '(P)Ba3'
------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba3
rating to Dometic Group AB's (Dometic) EUR1,500 million Euro
Medium Term Note (EMTN) program, a Ba3 rating to the company's
proposed EUR500 million notes issued under the program maturing
2023 and a probability of default rating (PDR) of Ba3-PD. The
outlook is positive.

This is the first EMTN program established by Dometic Group AB.
Moody's expects that proceeds from the EUR500 million notes
issued under it will be used to refinance part of the outstanding
EUR1,033 million Term Loan facilities and drawn RCF of EUR45
million. Drawings of EUR600 million under the Term Loan
facilities were made in conjunction with the acquisition of
SeaStar Solutions in December 2017. The bonds will thus extend
Dometic's maturity profile somewhat as the existing Term Loans
mature between 2020 and 2022, compared to the notes maturing in
2023.

RATINGS RATIONALE

The (P)Ba3 unsecured rating assigned to the EMTN program and Ba3
rating assigned to the notes is aligned with the company's CFR of
Ba3, reflecting that the notes will be unsecured and rank pari
passu with Dometic's outstanding Term Loan facilities and all
other unsecured and unsubordinated obligations, present and
future.

Dometic's Ba3 corporate family rating reflects the company's (1)
strong operational track record, turning its number one market
position into high profitability with EBITA margin consistently
above 15%; (2) high cash conversion rates, owing to low capital
spending requirements and continued prudent working capital
management; (3) attractive leisure and recreational spending
trends; (4) good volume trends across the company's major product
lines in the US and EMEA; (5) continued high interest coverage
of >10x; and (6) the dismissal in its entirety of the class-
action lawsuit in Florida, US.

The rating also reflects the following challenges: (1) sales
exposure of 60% to original equipment manufacturers (OEM) of
recreational vehicles (RVs), powerboats and autos, and the
inherent cyclicality of these industries; (2) An increase in
Moody's-adjusted debt/EBITDA to 4.0x pro forma as of Q1 2018 from
2.1x in Q3 2017, following the acquisition of SeaStar Solutions,
combined with a degree of integration risk (3) exposure to
foreign-currency fluctuations; and (4) some litigation risk
outstanding, owing to the ongoing class-action lawsuit in
California, US.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation that the
company will reduce its leverage in the next 12-18 months towards
3x and also sustain the high profitability. The outlook also
assumes an unchanged financial policy, including a dividend
payout ratio of 40% of net income and no additional major debt-
funded acquisitions in the next 12-18 months.

FACTORS THAT COULD LEAD TO AN UPGRADE

  -Dometic's leverage, as measured by Moody's-adjusted
debt/EBITDA, were to decrease towards 3.0x

  -the integration of SeaStar's operations ran smoothly without a
larger impact on profitability

  -the company continued to sustain an EBITA margin at or above
15%

FACTORS THAT COULD LEAD TO A DOWNGRADE

  -Dometic's leverage, as measured by Moody's-adjusted
debt/EBITDA, were to rise above 4.0x

  -it's free cash flow/debt decreased below 5%

  -weakening of currently solid short term liquidity profile

  -the company were to have a material damage from the California
class-action lawsuit

COMPANY PROFILE

Dometic Group AB (Dometic), headquartered in Solna, Sweden, is a
leading global manufacturer of various products for recreation
vehicles, commercial and passenger cars, marine, retail, and
lodging markets in around 100 countries. Dometic manufactures
approximately 85% of its products in-house across 22
manufacturing sites in 9 countries under various brands including
Dometic (the core brand) and other supporting brands: WAECO,
Atwood, MOBICOOL, Marine Air Systems, Condaria, Cruisair and
SeaLand. Dometic's regions include North America, EMEA, and APAC.
Dometic has been listed on Nasdaq Stockholm Stock Exchange since
25 November 2015.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.


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


DENIZBANK: Moody's Affirms FC Deposit Ratings at Ba3/NP
-------------------------------------------------------
Moody's Investors Service has affirmed the long- and short-term
foreign currency deposit ratings of Emirates NBD PJSC (ENBD) and
Denizbank A.S. (Denizbank) at A3/Prime-2 and Ba3/NP respectively,
as well as their long- and short-term local currency deposit
ratings at A3/Prime-2 and Ba2/NP respectively. Moody's has
maintained the outlooks on the banks' long-term deposit ratings
at stable and negative respectively.

At the same time, Moody's has affirmed ENBD and Denizbank'
Baseline Credit Assessments (BCAs) of ba1 and ba3 respectively
and their adjusted BCA of ba1 and ba2 respectively.

These rating actions follow ENBD and Sberbank's public
announcement on May 22, 2018 that they have entered into a
definitive agreement for ENBD's acquisition of Sberbank's 99.85%
stake in Denizbank. The acquisition, which is subject to
regulatory approvals, is expected to be completed by the end of
2018.

RATINGS RATIONALE

AFFIRMATION OF BCAs AND DEPOSIT RATINGS

EMIRATES NBD PJSC (ENBD)

The affirmation of ENBD's ba1 BCA reflects Moody's view that the
Denizbank acquisition will (a) have the potential to improve
ENBD's profitability by broadening its regional franchise,
increasing its growth opportunities and diversifying its earnings
base, and (b) noticeably reduce ENBD's large related party credit
concentration to the Dubai government to around 32% of gross
loans, from 44% at end-2017.

Moody's affirmation of ENBD's ba1 BCA also reflects ENBD's strong
and improved credit profile, along with the expectation that the
bank will successfully complete its planned rights issue of up to
$2 billion. The bank has improved its capitalisation buffers over
2015-17, with an increase in its tangible common equity to risk
weighted assets ratio to 15.5% at Q1 2018 (16.2% at end-2017)
from 13.8% at Q1 2016 (14.2% at end-2015). At the same time, the
bank's liquid banking assets to tangible banking assets ratio has
increased to 28.5% at Q1 2018 (30.3% at end-2017) from 26.7% at
Q1 2016 (28.0% at end-2015).

Challenges from the acquisition include exposure to the weaker
Turkish operating environment, as well as Denizbank's modest
capitalisation (11.4% tangible common equity to risk weighted
assets ratio at end-2017) relative to its problem loans ratio,
that is above the Turkish system average. Moody's expects that
the operating environment faced by Turkish banks will remain
challenging because of lower economic growth, unorthodox monetary
policy proving ineffective in fighting double-digit inflation,
currency depreciation, continuing erosion of institutional
strength and high unemployment.

The affirmation of ENBD's A3 long-term deposit ratings reflects
Moody's continued assessment of a 'very high' likelihood of
government support in case of need. This reflects the Dubai
government's 55.8% stake in ENBD (through the Investment
Corporation of Dubai), the bank's importance to the local
financial system (deposits market share of 20%) and the UAE's
strong track record of supporting banks.

DENIZBANK A.S. (DENIZBANK)

The affirmation of Denizbank's ratings reflects Moody's unchanged
view on the bank's standalone creditworthiness and uplift from
affiliate support following the acquisition by ENBD.

Following the new ownership, Moody's does not expect any
significant short-term change of strategy or impact on
Denizbank's standalone BCA. The only immediate effect will be the
removal of the EU sanctions which result from the bank's
ownership by Russia Sberbank. This will allow access to funding
from EU institutions, and so improve Denizbank's funding
diversification and potentially its cost. Denizbank's standalone
BCA of ba3 remains driven by satisfactory profitability and
adequate liquidity but is constrained by modest capitalisation
and deteriorating asset risk in the challenging Turkish operating
environment.

Moody's will review Denizbank's business plan and strategy under
the new ownership to assess any broader implications on its
standalone BCA over the medium term.

Moody's considers that there is a high probability of affiliate
support from the new parent ENBD, as there was from Sberbank.
Given that ENBD's standalone credit strength is in line with that
of Sberbank, both having a BCA of ba1, this continues to result
in one of notch of uplift for Denizbank's local currency deposit
rating over its standalone BCA of ba3. Over time, Moody's could
revisit upwards its assessment of probability of affiliate
support and notching uplift, once the integration plan is
disclosed. In particular, Moody's will assess planned integration
of branding, management, risk management and funding.

OUTLOOKS MAINTAINED STABLE FOR ENBD AND NEGATIVE FOR DENIZBANK

The stable outlook on ENBD's long-term ratings reflects Moody's
view that the bank's strong capital and liquidity buffers, as
well as its improved profitability will help balance the risks
associated with the weaker Turkish operating environment and
Denizbank's weaker credit profile.

The principal driver for the negative outlook on Denizbank's
ratings is the impact of the challenging Turkish operating
environment on Denizbank's standalone BCA. Moody's expects the
bank's asset quality and capital to weaken, given the difficult
operating environment and the relatively high loan concentration.

WHAT COULD CHANGE THE RATINGS -- UP

For ENBD, upwards pressure on the ratings could develop through
(a) a further significant decrease in the bank's related party
credit concentration, (b) a material improvement in the UAE
business' credit profile, and/or (c) a material improvement in
the Turkish operating environment.

For Denizbank, given the negative outlook on the long-term
deposit ratings, an upgrade is unlikely in the near future.
However, Moody's could upgrade the bank's BCA as a result of
improved capitalisation, sustainable profitability and reduced
loan concentration. Moody's could upgrade Denizbank's deposit
ratings if it increases its assessment of affiliate support
probability, for example following a strong integration,
including a common brand name.

WHAT COULD CHANGE THE RATINGS -- DOWN

For ENBD, downwards pressure on the ratings could develop from
(a) a further deterioration in the Turkish operating environment,
(b) a material weakening in Denizbank's asset quality, funding or
capitalisation beyond Moody's current expectation, and/or (c) or
a material deterioration in ENBD's UAE business performance.

For Denizbank, Moody's could downgrade the standalone rating in
case of (1) further deterioration in core capital or a material
increase in funding dependence on the parent; (2) a material
decline in profitability; (3) greater-than-expected deterioration
in asset quality; or (4) significant changes in Denizbank's
strategy, resulting in an increase in the bank's risk appetite.

The long-term ratings could be downgraded as a result of a
lowering of the standalone rating or the parental support
assumption from ENBD, or both.

LIST OF AFFECTED RATINGS

Issuer: Emirates NBD PJSC

Affirmations:

LT Bank Deposits, Affirmed A3, Outlook remains Stable

ST Bank Deposits, Affirmed P-2

Senior Unsecured Regular Bond/Debenture, Affirmed A3, Outlook
remains Stable

Senior Unsecured MTN Program, Affirmed (P)A3

Subordinate MTN Program, Affirmed (P)Baa2

Other Short Term Program, Affirmed (P)P-2

Commercial Paper, Affirmed P-2

Adjusted Baseline Credit Assessment, Affirmed ba1

Baseline Credit Assessment, Affirmed ba1

LT Counterparty Risk Assessment, Affirmed A2(cr)

ST Counterparty Risk Assessment, Affirmed P-1(cr)

Outlook Actions:

Outlook, Remains Stable

Issuer: EIB Sukuk Company Ltd.

Affirmations:

BACKED Senior Unsecured MTN Program, Affirmed (P)A3

Outlook Actions:

Outlook, Remains Stable

Issuer: Emirates NBD Global Funding Limited

Affirmations:

BACKED Senior Unsecured MTN Program, Affirmed (P)A3

BACKED Subordinate MTN Program, Affirmed (P)Baa2

Outlook Actions:

Outlook, Remains Stable

Issuer: Denizbank A.S.

Affirmations:

LT Bank Deposits, Affirmed Ba2 (Local Currency), Outlook remains
Negative

LT Bank Deposits, Affirmed Ba3 (Foreign Currency), Outlook
remains Negative

ST Bank Deposits, Affirmed NP

Adjusted Baseline Credit Assessment, Affirmed ba2

Baseline Credit Assessment, Affirmed ba3

LT Counterparty Risk Assessment, Affirmed Ba1(cr)

ST Counterparty Risk Assessment, Affirmed NP(cr)

Outlook Actions:

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

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


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


ARDONAGH MIDCO: Moody's Affirms B3 CFR, Outlook Positive
--------------------------------------------------------
Moody's Investors Service has affirmed Ardonagh Midco 3 plc
(Ardonagh)'s B3 Corporate Family Rating (CFR) and B3-PD
probability of default rating. It has also affirmed the Ba3
rating to the GBP120 million backed super senior secured
revolving credit facility (RCF) and the B3 rating to the backed
senior secured bonds. The outlook on Ardonagh remains positive.

RATINGS RATIONALE

The B3 CFR on Ardonagh reflects the group's strong business
profile and product diversification together with good EBITDA
margins and earnings growth prospects. Since the last rating
action, in June 2017, the group has experienced solid income and
EBITDA progression driven by bolt on acquisitions, organic growth
and delivery of run rate cost savings. For 12 months to March 31,
2018, Ardonagh's pro-forma (including M&A completed as at March
31, 2018) total revenue amounted to GBP536.5 million (an 11.5%
growth compared to GBP481.3 million in December 2016) and EBITDA
to GBP114.8 million (a 31% growth compared to GBP87.4 million in
December 2016). On a pro-forma basis and accounting for GBP43.7
million cost adjustments, EBITDA was GBP158.6 million, reflecting
a 29.6% EBITDA margin.

In addition the group made solid progress in the implementation
of its business transformation (the Towergate transformation plan
is now 85% complete, other cost and efficiency initiatives are
well under way), reducing the execution risk, and resulting in
tangible cost savings and cross selling opportunities.

However, the rating remains constrained by the limited track
record of Ardonagh operating as a combined group as well as the
high level of debt. Moody's adjusted debt-to-EBITDA ratio is very
high at 8.4x as at March 2018. On a pro forma basis, adjusting
for run rate savings of GBP43.7 million, this ratio is lower at
6x.

Ardonagh increased its super senior secured RCF by GBP15 million
to GBP120 million, strengthening its liquidity position. Moody's
Ba3 rating on the super senior secured RCF is three notches above
the B3 senior secured debt rating, reflecting the RCF's priority
over enforcement proceeds. The RCF and debt ratings also
incorporate Moody's view of the value of the notes' secured
status over certain material assets of the group and the benefit
from upstream guarantees.

OUTLOOK

The positive outlook reflects the fact that Moody's expects
substantial run-rate savings (GBP88 million per annum) to
materialize over the next couple of years and exceptional costs
to come down. As this happens, the group will be in a strong
position to grow its statutory earnings and start generating
organic positive net cash flows. The positive outlook also
reflects Moody's expectation that Ardonagh's financial leverage
will decline.

RATING DRIVERS

Moody's says the following factors could lead to a ratings
upgrade: (1) positive free cash flows consistently above 3% of
debt; (2) gross debt-to-EBITDA consistently below 6.5x with
EBITDA-CAPEX coverage of interest sustainably above 2.0x; and (3)
Moody's adjusted EBITDA consistently surpassing GBP125 million
with EBITDA margins above 25%.

Whilst unlikely given the positive outlook, the following factors
could lead to a downgrade on Ardonagh: (1) adjusted gross debt-
to-EBITDA remaining above 8.0x; (2) a weakening in the group's
liquidity position or cash flows generation; and/or (3) EBITDA
before exceptional items, excluding run-rate cost savings below
GBP100 million with EBITDA margins below 23%.

RATINGS LIST

Moody's has affirmed the following ratings on Ardonagh Midco 3
plc:

  --- Corporate Family Rating at B3

  --- GBP455 million and USD520 million Backed Senior Secured
Debt Ratings at B3

  --- GBP120 million Backed Super Senior Secured Bank Credit
Facility Rating at Ba3

  ---Probability of Default Rating at B3-PD

The outlook for Ardonagh Midco 3 plc is positive.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in September 2017.


BEAUFORT SECURITIES: PwC Halves Estimated Costs of Winding Up
-------------------------------------------------------------
Barbara Lewis and Carolyn Cohn at Reuters report that PwC halved
the estimated costs of winding up British brokerage Beaufort
Securities on May 23, potentially boosting funds for hard-pressed
mining companies and other clients that are expected to shoulder
the costs.

Beaufort, which specialized in helping to raise money for the
junior mining sector, was declared insolvent in March after the
U.S. Department of Justice alleged it had a role in a more than
US$50 million stock fraud and a laundering scheme involving a
work by Pablo Picasso, Reuters recounts.

The insolvency has frozen up to 40% of the assets of some of
Beaufort's 16,000 clients, comprising retail investors and small
companies, which included dozens of junior miners, Reuters
discloses.

PwC cut its estimate for the administration costs to GBP55
million (US$73 million) over two years from GBP100 million over
four years, Reuters states.

That followed a meeting between PwC and a creditors' committee
for the broker, Reuters notes.

The assets will remain frozen until PwC has a new broker in place
to take them on, which it said should be in September, according
to Reuters.

PwC says they have frozen around GBP500 million (US$667 million)
in client assets and a further GBP50 million in cash, Reuters
relays.

According to Reuters, PwC partner and joint administrator
Russell Downs said there was only a small shortfall in cash and
assets, but administration costs would be passed to the
creditors, something the clients are contesting.


DURHAM MORTGAGES A: Moody's Rates GBP46.67MM Class X Notes Ca
-------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term
credit ratings to the following classes of notes issued by Durham
Mortgages A PLC:

GBP 2,173.89M Class A Mortgage Backed Floating Rate Notes due
March 2053, Definitive Rating Assigned Aaa (sf)

GBP 133.37M Class B Mortgage Backed Floating Rate Notes due March
2053, Definitive Rating Assigned Aa1 (sf)

GBP 160.04M Class C Mortgage Backed Floating Rate Notes due March
2053, Definitive Rating Assigned A1 (sf)

GBP 60.02M Class D Mortgage Backed Floating Rate Notes due March
2053, Definitive Rating Assigned Baa2 (sf)

GBP 46.68M Class E Mortgage Backed Floating Rate Notes due March
2053, Definitive Rating Assigned Ba3 (sf)

GBP 26.67M Class F Mortgage Backed Floating Rate Notes due March
2053, Definitive Rating Assigned Caa1 (sf)

GBP 46.67M Class X Mortgage Backed Floating Rate Notes due March
2053, Definitive Rating Assigned Ca (sf)

The subject transaction is a static cash securitisation of non-
conforming residential mortgage loans extended to borrowers
located in the UK. The portfolio consists of first lien owner
occupied home loans extended to 20,432 borrowers, with the
current pool balance of approximately GBP 2,667 million. The
assets were originated by Bradford & Bingley plc and Mortgage
Express. The portfolio will be serviced by Topaz Finance Limited
(NR), part of the Computershare group.

RATINGS RATIONALE

The ratings of the notes take into account, among other factors:
(1) the historical performance of the assets; (2) the credit
quality of the underlying mortgage loan pool, (3) legal
considerations (4) the initial credit enhancement provided to the
senior notes by the junior notes and the reserve fund and (5) the
low level of excess spread.

Expected Loss and MILAN CE Analysis

Moody's determined the MILAN credit enhancement (MILAN CE) and
the portfolio's expected loss (EL) based on the pool's credit
quality. The MILAN CE reflects the loss Moody's expects the
portfolio to suffer in the event of a severe recession scenario.
The expected portfolio loss (EL) of 2.3% and the MILAN CE of
15.0% serve as input parameters for Moody's cash flow and
tranching model, which is based on a probabilistic lognormal
distribution.

MILAN CE for this pool is 15.0%, which is lower than the UK non-
conforming sector average of ca. 24.23%, owing to: (1) the high
weighted-average seasoning of 11.53 years; (2) the weighted
average original loan-to-value (LTV) of 87.63%, which is higher
than the LTV observed in other comparable UK non-conforming
transactions; (3) the historical performance of the pool (high
levels of arrears were observed in stressed scenarios); (4) the
proportion of interest-only loans (81.9%); and (5) benchmarking
with other UK non-conforming RMBS transactions.

The expected loss is 2.3%, which is lower than the UK non-
conforming sector average of ca. 4.7%, owing to: (1) the
performance of the originator's precedent transactions; (2)
benchmarking with comparable transactions in the UK non-
conforming RMBS market; and (3) the current economic conditions
in the UK and the potential impact of future interest rate rises
on the performance of the mortgage loans.

Operational Risk Analysis

Topaz Finance Limited will act as a Long Term Servicer and will
start servicing the portfolio 9 months after closing. Bradford &
Bingley plc will act as the Interim Servicer and will service the
portfolio for the first 9 months after closing. Moreover,
Bradford & Bingley plc will delegate their servicing to
Computershare Mortgage Services Limited. Computershare has been
servicing the portfolio prior to closing. A back-up servicer
facilitator (CSC Capital Markets UK Limited (not rated)) will be
appointed at closing. The backup servicer facilitator is required
to find a suitable replacement within 30 days if, amongst other
things, the servicer is insolvent or defaults on its obligation
under the servicing agreement. Citibank N.A., London Branch (A1
Senior Unsecured/(P)P-1/A1(cr)) will act as cash manager. The
collection account is held at National Westminster Bank PLC
(A1/P-1 Bank Deposits/Aa3(cr)) ("NWB"). There is a daily sweep of
the funds held in the collection account into the transaction
account. In the event NWB rating falls below Baa3 the collection
account will be transferred to an entity rated at least Baa3. The
issuer account is held at Citibank N.A., London Branch (A1 Senior
Unsecured/(P)P-1/A1(cr)) with a transfer requirement if the
rating of the account bank falls below A3.

Transaction structure

There is no General Reserve Fund in place at closing. The reserve
fund will be funded by the Available Revenues up to a target
amount of 2.5% of Classes A and B initial amount less the
Liquidity Reserve Fund target, according to the priority of
payments. The General Reserve Fund can be used to cover
shortfalls in interest payments for Classes A to F as well as to
cure PDL. There will be a fully funded Liquidity Reserve Fund in
place at closing equal to 2.5% of the Class A and B Notes
outstanding balance. Following the first IPD the Liquidity
Reserve Fund will be available to cover senior fees and interest
shortfalls on Class A and B Notes after using revenue and
principal proceeds. At closing, the Liquidity Reserve Fund
provides approx. 5 months of liquidity to the Class A assuming
Libor of 5.7%. Principal can be used as an additional source of
liquidity to meet shortfalls on senior fees and interest on the
most senior outstanding class, principal can also be used to
cover interest payment for more junior classes subject to a PDL
condition.

Interest Rate Risk Analysis

The majority of the loans in the pool are BBR linked (ca. 99.37%)
with the remaining proportion being linked to an SVR. There is no
swap in the transaction to mitigate the risk of mismatch between
the index applicable to the loans in the pool and the index
applicable to the notes. Moody's has taken the absence of swap
into account in the stressed margin vector used in the cash flow
modelling.

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

Significantly different loss assumptions compared with Moody's
expectations at close due to either a change in economic
conditions from its central scenario forecast or idiosyncratic
performance factors would lead to rating actions.

For instance, should economic conditions be worse than forecast,
the higher defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in a downgrade of the ratings.
Downward pressure on the ratings could also stem from (1)
deterioration in the notes' available credit enhancement; (2)
counterparty risk, based on a weakening of a counterparty's
credit profile, or (3) any unforeseen legal or regulatory
changes.

Conversely, the junior notes' ratings could be upgraded: (1) if
economic conditions are significantly better than forecasted; or
(2) upon deleveraging of the capital structure.

STRESS SCENARIOS:

Parameter Sensitivities

At the time the ratings were assigned, the model output indicated
that Class A Notes would have achieved Aaa (sf), even if MILAN CE
was increased to 21% from 15.0% and the portfolio expected loss
was increased to 6.9% from 2.3% and all other factors remained
the same.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged and is not intended
to measure how the rating of the security might migrate over
time, but rather how the initial rating of the security might
have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

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

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

In Moody's opinion, the structure allows for timely payment of
interest and ultimate payment of principal with respect to the
Classes A and B Notes by the legal final maturity. In Moody's
opinion, the structure allows for ultimate payment of interest
and principal with respect to the Class C, Class D, Class E,
Class F and Class X Notes by the legal final maturity. Moody's
ratings only address 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.


DURHAM MORTGAGES B: Moody's Assigns Ca Rating to Class X Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term
credit ratings to the following classes of notes issued by Durham
Mortgages B PLC ("Durham"):

GBP 1,805.18M Class A Mortgage Backed Floating Rate Notes due
March 2054, Definitive Rating Assigned Aaa (sf)

GBP 183.97M Class B Mortgage Backed Floating Rate Notes due March
2054, Definitive Rating Assigned Aa1 (sf)

GBP 114.98M Class C Mortgage Backed Floating Rate Notes due March
2054, Definitive Rating Assigned A2 (sf)

GBP 45.99M Class D Mortgage Backed Floating Rate Notes due March
2054, Definitive Rating Assigned Baa2 (sf)

GBP 51.74M Class E Mortgage Backed Floating Rate Notes due March
2054, Definitive Rating Assigned Ba3 (sf)

GBP 17.25M Class F Mortgage Backed Floating Rate Notes due March
2054, Definitive Rating Assigned B3 (sf)

GBP 45.99M Class X Mortgage Backed Floating Rate Notes due March
2054, Definitive Rating Assigned Ca (sf)

The subject transaction is a static cash securitisation of
residential buy-to-let (BTL) mortgage loans extended to borrowers
located in the UK. The portfolio consists of first lien BTL home
loans extended to 13,691 borrowers, with the current pool balance
of approximately GBP 2,299 million. A significant portion of the
assets comes from pools originated by GMAC-RFC Limited and
Mortgage Express. The portfolio will be serviced by Topaz Finance
Limited (NR), part of the Computershare group.

RATINGS RATIONALE

The ratings of the notes take into account, among other factors:
(1) the historical performance of the assets; (2) the credit
quality of the underlying mortgage loan pool, (3) legal
considerations (4) the initial credit enhancement provided to the
senior notes by the junior notes and the reserve fund and (5) the
low level of excess spread.

Expected Loss and MILAN CE Analysis

Moody's determined the MILAN credit enhancement (MILAN CE) and
the portfolio's expected loss (EL) based on the pool's credit
quality. The MILAN CE reflects the loss Moody's expects the
portfolio to suffer in the event of a severe recession scenario.
The expected portfolio loss (EL) of 2.6% and the MILAN CE of
16.0% serve as input parameters for Moody's cash flow and
tranching model, which is based on a probabilistic lognormal
distribution.

MILAN CE for this pool is 16.0%, which is higher than the UK buy-
to-let sector average of ca. 14.7%, owing to: (1) the weighted
average original loan-to-value (LTV) of 78.78%, which is higher
than the LTV observed in other comparable UK BTL transactions;
(2) the historical performance of the pool (high levels of
arrears were observed in stressed scenarios); (3) the weighted-
average seasoning of 11.65 years; (4) the proportion of interest-
only loans (96.3%); and (5) benchmarking with other UK BTL RMBS
transactions.

The expected loss is 2.6%, which is higher than the UK buy-to-let
sector average of ca. 1.7%, owing to: (1) the performance of the
originator's precedent transactions; (2) benchmarking with
comparable transactions in the UK BTL RMBS market; and (3) the
current economic conditions in the UK and the potential impact of
future interest rate rises on the performance of the mortgage
loans.

Operational Risk Analysis

Topaz Finance Limited will act as a Long Term Servicer and will
start servicing the portfolio 9 months after closing. Bradford &
Bingley plc will act as the Interim Servicer and will service the
portfolio for the first 9 months after closing. Moreover,
Bradford & Bingley plc will delegate their servicing to
Computershare Mortgage Services Limited. Computershare has been
servicing the portfolio prior to closing. A back-up servicer
facilitator (CSC Capital Markets UK Limited (not rated)) will be
appointed at closing. The backup servicer facilitator is required
to find a suitable replacement within 30 days if, amongst other
things, the servicer is insolvent or defaults on its obligation
under the servicing agreement. Citibank N.A., London Branch (A1
Senior Unsecured/(P)P-1/A1(cr)) will act as cash manager. The
collection account is held at National Westminster Bank PLC
(A1/P-1 Bank Deposits/Aa3(cr)) ("NWB"). There is a daily sweep of
the funds held in the collection account into the transaction
account. In the event NWB rating falls below Baa3 the collection
account will be transferred to an entity rated at least Baa3. The
issuer account is held at Citibank N.A., London Branch (A1 Senior
Unsecured/(P)P-1/A1(cr)) with a transfer requirement if the
rating of the account bank falls below A3.

Transaction structure

There is no General Reserve Fund in place at closing. The reserve
fund will be funded by the Available Revenues up to a target
amount of 2.5% of Classes A and B initial amount less the
Liquidity Reserve Fund target, according to the priority of
payments. The General Reserve Fund can be used to cover
shortfalls in interest payments for Classes A to F as well as to
cure PDL. There will be a fully funded Liquidity Reserve Fund in
place at closing equal to 2.5% of the Class A and B Notes
outstanding balance. Following the first IPD the Liquidity
Reserve Fund will be available to cover senior fees and interest
shortfalls on Class A and B Notes after using revenue and
principal proceeds. At closing, the Liquidity Reserve Fund
provides approx. 4 months of liquidity to the Class A assuming
Libor of 5.7%. Principal can be used as an additional source of
liquidity to meet shortfall on senior fees and interest on the
most senior outstanding class, principal can also be used to
cover interest payment for more junior classes subject to a PDL
condition.

Interest Rate Risk Analysis

The majority of the loans in the pool are BBR linked (ca. 68.12%)
with the remaining small proportion being linked to SVR. There is
no swap in the transaction to mitigate the risk of mismatch
between the index applicable to the loans in the pool and the
index applicable to the notes. Moody's has taken the absence of
swap into account in the stressed margin vector used in the cash
flow modelling.

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

Significantly different loss assumptions compared with Moody's
expectations at close due to either a change in economic
conditions from its central scenario forecast or idiosyncratic
performance factors would lead to rating actions.

For instance, should economic conditions be worse than forecast,
the higher defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in a downgrade of the ratings.
Downward pressure on the ratings could also stem from (1)
deterioration in the notes' available credit enhancement; (2)
counterparty risk, based on a weakening of a counterparty's
credit profile, or (3) any unforeseen legal or regulatory
changes.

Conversely, the junior notes' ratings could be upgraded: (1) if
economic conditions are significantly better than forecasted; or
(2) upon deleveraging of the capital structure.

STRESS SCENARIOS:

Parameter Sensitivities

At the time the ratings were assigned, the model output indicated
that Class A Notes would have achieved Aaa (sf), even if MILAN CE
was increased to 22.4% from 16.0% and the portfolio expected loss
was increased to 7.8% from 2.6% and all other factors remained
the same.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged and is not intended
to measure how the rating of the security might migrate over
time, but rather how the initial rating of the security might
have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

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

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

In Moody's opinion, the structure allows for timely payment of
interest and ultimate payment of principal with respect to the
Classes A and B Notes by the legal final maturity. In Moody's
opinion, the structure allows for ultimate payment of interest
and principal with respect to the Class C, Class D, Class E,
Class F and Class X Notes by the legal final maturity. Moody's
ratings only address 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.


MICRO FOCUS: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer credit rating on
Micro Focus International PLC at 'BB-'. The outlook is negative.

S&P said, "At the same time, we affirmed our 'BB-' issue ratings
on the senior secured bank facilities. The recovery ratings are
'3', reflecting our expectation of meaningful (50%-70%, rounded
estimate 60%) recovery prospects in the event of a payment
default.

"We removed all the ratings from CreditWatch with negative
implications, where we first placed them on March 22, 2018.

"The affirmation reflects our assumption that some of the adverse
working capital impact from systems-related invoicing issues may
normalize in the six months to October 2018, and that there could
be some ongoing improvements in the rate of revenue declines as
Micro Focus strengthens its salesforce and fixes IT issues.
Therefore, while we expect a revenue decline of 7%-9% from lower
licence fees in 2018, we believe Micro Focus may still be able to
generate relatively strong FOCF of $640 million-$670 million
before dividends--equivalent to FOCF-to-debt of about 14.5% in
2018. This could help it achieve adjusted net leverage of about
4.0x in 2018.

"Our adjusted net debt figure for 2018 is net of $750 million-
$800 million of surplus cash, while incorporating about $500
million of total additions related to capitalized operating
leases and liabilities from the U.S. Tax Cuts and Jobs Act
enacted in December 2017, payable over eight years.

"Nevertheless, the negative outlook reflects our view that there
remains significant uncertainty regarding the group's performance
due to the execution issues related to the HPES integration. As
we highlighted in March, the reasons for the revenue decline
included IT systems implementation issues, higher sales staff
attrition, the effect on ex-Hewlett Packard Enterprise global
customer accounts from the HPES demerger, and sales execution
challenges in North America. We believe that delays in resolving
these issues could further affect licence revenues, EBITDA margin
improvements, or FOCF generation compared to our revised base
case forecasts. We will also continue to monitor to what extent
such issues could affect Micro Focus' competitive position,
including its ability to compete for upcoming deals and maintain
market share relative to its peers.

"Our revenue assumptions incorporate the view that, while the
company may succeed in its plan to hire 40 to 50 net new sales
representatives by October 2018 to address the recent high
salesforce attrition, it could take a while for licence fee
declines to fully stabilize. This reflects the time needed for
the onboarding, training, and sales quota ramp-up of the new
reps, as well as the typical sales cycle from deal pipeline to
closure. However, we note that the company has prioritized the
resolution of IT issues and processes affecting sales staff and
appears to be making reasonable progress. We also note a recent
company statement that revenues in the six months to April 2018
should be at the better end of the guided 9%-12% decline range
excluding the early closing of a $40 million licence deal.

"We understand that billing issues may have a moderate impact on
FOCF in 2018. Technical difficulties in customer invoicing on the
IT platform, on which legacy HPE Software is currently operating,
have resulted in elevated days of sales outstanding (DSOs). This
is in addition to the effect of the HPES carve-out that
contributed to DSOs of about 65 days for the enlarged group in
the six months to October 2017. We note that the company claims
to have resolved a large share of these technical issues, with
over 95% of invoices now being sent correctly. We therefore
assume DSOs could somewhat normalize in the latter half of 2018.

"Our assessment of Micro Focus' business continues to largely
reflect its exposure to mature infrastructure software with
limited or declining organic growth prospects (about 80% of pro
forma 2017 revenues). We believe that this results in pressure to
seek revenue and EBITDA growth through acquisitions and cost-
saving initiatives, which may involve further execution risks or
releveraging.

"On the other hand, Micro Focus benefits from a recurring revenue
base of about 65% of pro forma 2017 revenues and estimated 80%-
90% renewal rates relating to its maintenance revenue base due to
the mission-critical nature of its software. The group also has
strong market positions as the leading or number-two player in
various business segments including off-mainframe COBOL, host
connectivity, and enterprise Linux. Micro Focus also maintains
good geographical diversification (although the Americas
represent around 50% of pro forma revenues).

S&P's base-case scenario incorporates its following assumptions
excluding any potential IFRS 15 impact:

-- Compound annual growth in the global enterprise
    infrastructure software market of 4%-6% over 2017-2021. S&P
    believes, though, that Micro Focus' growth prospects are
    driven more by company-specific factors like the robust
    competitive dynamics in its mature product segments and
    challenges in the HPES integration process.

-- Revenue declines of 7%-9% in 2018 and 4%-6% in 2019, from a
    decline of about 7% in 2017 on a pro forma basis.

-- Licence fees will be particularly affected by the attrition
    and systems-related difficulties experienced by the
    salesforce in 2018. A reduced decline is assumed in 2019 due
    to ongoing remedial measures.

-- Maintenance and SaaS fees to remain relatively stable with a
    potential slight impact on maintenance fees due to lower
    licence sales.

-- Consultancy fees should continue reflecting the scaling down
    of less profitable professional services activities that do
    not support licence sales.

-- The SUSE Enterprise Linux division to grow at 12%-14% over
    2018-2019 in line with assumed growth in the global
    enterprise Linux operating software market of 13%-14% over
    2017-2019.

-- Company-adjusted EBITDA margins of 36%-37% in 2018 and 38%-
    40% in 2019 up from about 33% in pro forma 2017. This is
    driven by the ongoing realization of cost synergies from the
    HPES integration.

-- S&P Global Ratings-adjusted EBITDA margins of about 30.5% in
    2018 and 33.5%-35.5% in 2019, from just below 31% in pro
    forma 2017. This incorporates assumed total integration and
    restructuring costs of $330 million-$350 million in 2018,
    before decreasing to $240 million-$260 million in 2019.

-- Reported capex of about 3.0% of sales in 2018 and 2019
    including capitalized software development costs of $25
    million-$30 million, which are expensed under our standard
    EBITDA adjustments.

-- Estimated dividend payments of $280 million-$290 million in
    2018 and just above $400 million in 2019. S&P assumes this
    based on the dividend policy of 50% of company-adjusted net
    income.

-- Reported cash tax rate of about 15% over 2018 and 2019.

-- No significant M&A transactions over 2018-2019.

Based on these assumptions, S&P arrives at the following adjusted
credit measures:

-- Debt to EBITDA of 3.9x-4.1x in 2018 and 3.4x-3.6x in 2019.

-- FFO to debt of 16.0%-17.5% in 2018 and 19%-21% in 2019. FFO
    excludes one-off non-cash tax items in 2018 (a potential net
    credit of $600 million-$700 million) related to the U.S. Tax
    Cuts and Jobs Act.

-- FOCF to debt of about 14.5% in 2018 and 15.5%-17.5% in 2019.

-- Discretionary cash flow (DCF) to debt of 8.0%-8.5% in 2018
    and 6%-8% in 2019.

S&P said, "The negative outlook reflects the possibility of a
downgrade within 12 months if we do not see revenue declines
moderating, specifically if high-single-digit revenue declines
continue through 2019 or there is a delay in the normalization of
working capital outflows beyond October 2018. A downgrade could
also occur if leverage remains well above 4x in 2018.

"If high-single-digit revenue declines or material working
capital issues persist beyond October 2018, we could consider a
downgrade. We may consider these and other signs as a more
persistent issue in Micro Focus' ability to monetize its existing
customer base, win new deals, or maintain adequate cash
collection compared to peers.

"A downgrade could also occur if leverage rises well above 4x in
the 12 months to 2018. We could further consider a downgrade if,
in 2019, we no longer expect leverage to improve to about 3.5x or
FFO to debt to about 20%, while FOCF to debt also remains below
15%. This could be further driven by lower-than-expected EBITDA
margins due to significant delays in cost savings from the
integration of HPES or greater implementation costs.

"We could revise the outlook to stable if we have greater
certainty about the group's ability to improve leverage to about
3.5x, FFO to debt to about 20%, and FOCF to debt to about 15% in
2019."

This would likely require a slowdown in organic revenue declines
to at least mid-single digits and a normalization of working
capital outflows in 2018. This would result from considerable
progress in the resolution of the high staff attrition and
systems-related issues in 2018.


PETRA DIAMONDS: To Launch Rights Issue to Shore Up Finances
-----------------------------------------------------------
Jon Yeomans at The Telegraph reports that Petra Diamonds will
look to raise GBP133 million from shareholders as the miner
battles to keep its debt pile under control and stop it busting
vital agreements with its lenders.

The company, primarily based in South Africa, has announced a
rights issue that will see it release 332 million new shares, or
five new shares for every eight already in existence, The
Telegraph discloses.

The new shares will be priced at 40p, a 35.6% discount to the
stock's closing price of 62.15p on Wednesday, May 23, The
Telegraph notes.

According to The Telegraph, Petra will use the lion's share of
the funds raised to pay down its net debt, which stood at US$622
million (GBP464 million) in April, with around US$58 million
being used to top up its day-to-day expenses, which have
spiralled due to the rising value of the rand against the US
dollar.

Petra warned that without the cash call it may not have enough
working capital to last beyond the next 12 months, as it would
breach covenants with its lenders, The Telegraph notes.

It has urged investors to back the move at a special general
meeting to be held on June 13, The Telegraph states.

Petra Diamonds is an independent diamond mining group and a
supplier of gem quality rough diamonds to the international
market.  Petra has interests in five producing operations: three
underground mines in South Africa (Finsch, Cullinan and
Koffiefontein), the Kimberley Ekapa Mining joint venture
(including the Kimberley Underground mine and extensive tailings
retreatment operations) and one open pit mine in Tanzania
(Williamson).  The Company also maintains an exploration
programme in Botswana, but these projects are still early stage
and no mining licences have been applied for as yet.  Petra's
Group Management Office is located in London, United Kingdom.



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


* BOOK REVIEW: Long-Term Care in Transition
-------------------------------------------
Author: David B. Smith
Publisher: Beard Books
Paperback: 170 pages
List Price: US$34.95
Order your personal copy at
http://www.beardbooks.com/beardbooks/long-
term_care_in_transition.html

This book is an invaluable reading for health care professionals
involved in the management of nursing homes. It includes lessons
learned from the regulatory experience for the health sector as a
whole.

Long-Term Care in Transition is a carefully documented case study
of the changes that took place in the regulation of nursing homes
in New York between 1975 and 1980.

It covers the history of the regulatory offensive in New York and
strategies of control and their effectiveness, touching on such
subjects as professional standards, rate setting, reimbursement,
criminal prosecution, and consumers.



                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *