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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

          Tuesday, September 11, 2018, Vol. 19, No. 180


                            Headlines


B O S N I A  A N D  H E R Z E G O V I N A

BOSNIA & HERZEGOVINA: S&P Affirms 'B/B' Sovereign Credit Ratings


G E R M A N Y

MARCEL LUX IV: S&P Assigns Preliminary 'B' ICR, Outlook Stable


I R E L A N D

AVOCA CLO XIX: Moody's Assigns (P)B2 Rating to Class F Notes
AVOCA CLO XIX: Fitch Assigns 'B-(EXP)sf' Rating to Class F Debt
CVC CORDATUS XI: Fitch Assigns B-sf Rating to Class F Debt
DUBLIN BAY 2018-1: Moody's Assigns (P)B3 Rating to Class E Notes
SUTTON PARK: Moody's Assigns (P)B2 Rating to Class E Notes

SUTTON PARK: Fitch Assigns B-(EXP) Rating to Class E Debt


I T A L Y

ASTALDI SPA: Fitch Lowers IDR to CCC-, Places Ratings on RWE


L U X E M B O U R G

MARCEL LUX IV: Moody's Assigns B3 CFR, Outlook Stable
PACIFIC DRILLING: Ernst & Young Approved as Tax Advisor
PACIFIC DRILLING: Commitment Letters With Lenders Approved
PACIFIC DRILLING: Subsidiary Intends to Offer $700MM Senior Notes
PACIFIC DRILLING: Moody's Assigns Caa2 CFR, Outlook Stable


N E T H E R L A N D S

STARFRUIT FINCO: S&P Puts Prelim. 'B-' Rating to EUR1.4BB Debt


P O R T U G A L

* PORTUGAL: S&P Puts Ratings on 55 RMBS Tranches on Watch Pos.


S P A I N

CATALONIA: S&P Affirms Then Withdraws B+/B Issuer Credit Ratings


U N I T E D   K I N G D O M

BELL POTTINGER: UK Insolvency Service Launches Investigation
CARILLON PLC: Unite Union Calls for Criminal Probe Into Collapse
DEBENHAMS PLC: Says Working with Advisers on Longer Term Options


                            *********



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B O S N I A  A N D  H E R Z E G O V I N A
=========================================


BOSNIA & HERZEGOVINA: S&P Affirms 'B/B' Sovereign Credit Ratings
----------------------------------------------------------------
On Sept. 7, 2018, S&P Global Ratings affirmed its 'B/B' long- and
short-term foreign and local currency sovereign credit ratings on
Bosnia and Herzegovina (BiH). The outlook is stable.

OUTLOOK

S&P said, "The stable outlook on BiH balances, on one hand, our
assessment of risks related to a potential suspension of state-
level legislative functions following the October 2018 general
elections, with, on the other hand, our expectation that the
servicing of foreign debt will stay isolated from institutional
turbulence. In addition, we expect the real economy to retain a
stable growth trajectory through this upcoming period of high
political uncertainty and likely prolonged gridlock on reform
momentum. We factor in our expectations that BiH's income levels
will continue to improve amid the economic upswing, even though
the likely suspension of a functioning legislative body, a
derailed structural reform momentum, and potential decreases in
external debt inflows could ultimately curtail growth potential.

"We could raise the ratings on BiH if external financing flows
proved resilient and the political setting stabilized and
recovered its reform agility, and if the IMF program bounced back
on track, resulting in strengthened growth momentum by supporting
investments and markedly lifting income levels. Less antagonistic
relations across BiH's multilayered governments, exemplified by
continued rigorous reforms and smoother discourse, would also be
credit-positive.

"We could lower the ratings if political developments in 2018-
2019 lead to notable and extended government deadlock, produce
public unrest, and reverse the progress made under the reform
agenda so far. Downside momentum would similarly build if the
failure to resume IMF endorsement hinders external financing,
delays necessary infrastructure investments, and reduces growth
momentum."

RATIONALE

The ratings are constrained by the country's divisive politics,
which frequently bring policymaking to a standstill, most
recently exemplified by increasing tensions that are escalating
to the point that the Oct. 7 elections will likely be
inconclusive. S&P also factors in BiH's limited monetary policy
flexibility and its still low income levels. Moreover, sustained
current account deficits give rise to substantial external
financing needs that weigh on the ratings.

S&P's ratings on BiH are supported by the sovereign's steady
economic growth, which supports indirect tax revenues that BiH
uses to service its external debt, and which it believes will
remain insulated from the expected institutional gridlock.
Moreover, the sovereign's relatively low and predominantly
concessional debt burden adds a component of stability, which
underpins the ratings, together with BiH's to-date stable fiscal
position and our assessment that the sovereign will continue to
contain its budget deficits during periods of less-available
external financing.

Institutional and Economic Profile: Frail institutional
foundations and divisive politics

-- Inadequately assessed fiscal reform initiatives could
    threaten fiscal sustainability and has derailed the IMF's
    extended fund facility (EFF).

-- Political tensions and divisive strategies are set to produce
    inconclusive elections in October 2018, challenging fiscal
    policymaking, while halting any meaningful short-term reform
    activity and the transition to investment-led growth.

-- Despite the unpredictable domestic political environment, S&P
    expects economic growth to remain solid, supported by private
    consumption, a positive external environment, and public
    investment projects.

In July 2018, the IMF decided to postpone disbursements under its
EFF, based on its assessment that proposed fiscal measures in BiH
threatened to sidetrack fiscal stringency, a key requisite for
continued IMF program endorsement. S&P said, "Even though the
postponement of the EUR38 million tranche will not significantly
hurt BiH's fiscal situation, in our view, the IMF program is an
important anchor for the country's structural reform agenda, and
its positive momentum enables BiH to access external financing
for key infrastructure projects. As such, the continued
postponement of the IMF program could lead to overall negative
external financing sentiment."

S&P said, "Moreover, we anticipate that the resumption of
negotiations with the IMF will likely drag on, since the October
elections could delay the formation of a functioning state
government.

"We observe that the frequent confrontations between political
parties and between the country's autonomous entities has
intensified ahead of the general election. More importantly, the
court-mandated adoption of a revised election law has not taken
place, and we believe it very unlikely that a negotiated solution
will be brokered among the political parties before the Oct. 7
election day. As it stands, the situation is very unpredictable
and we expect an ensuing gridlock after the elections to lead to
significant entity-level distress where one of the autonomous
regions, the Federation of Bosnia and Herzegovina, is set to
stand without a properly elected House of Peoples, ultimately
spilling over to the state level, which would see itself
similarly missing a functioning legislative body. Therefore, BiH
could be in a position wherein no laws requiring parliamentary
approval could be adopted. In this scenario, the state level
budget execution will be curtailed, meaning a situation of
temporary financing will be enforced, reform momentum will be
sidetracked, and the resumption of talks with the IMF will be
delayed. We do not exclude that the formation of government
following the general election could be a lengthy and
unpredictable process." In addition, while calls for a referendum
on the independence of Republika Srpska have been muted lately,
we do not rule out that further attempts could resurface and
create additional political tensions.

BiH's multilayered institutional set-up hinders effective
policymaking and complicates meaningful progress toward being
granted EU candidate status (BiH applied in early 2016). S&P
said, "We don't anticipate any significant progress regarding the
EU in the short term, but we believe that the international
community will continue to support BiH on its European
integration path. However, confrontational political rhetoric
continues to impede the longer-term effectiveness of reforms
necessary to secure structural improvements in the business
sector and the labor market to strengthen growth potential and
bolster income levels. Moreover, while we expect BiH's wealth
levels to continue to improve, we observe that the headline
number appears stronger due to the ongoing decline in
population."

S&P said, "That said, we do not expect the escalating political
disruption to materially deter BiH's growth trajectory. We
forecast 3.1% growth on average over 2018-2021. We have moderated
our growth projections slightly, taking into account our
expectation of lower investments, dampened foreign investor
sentiment, and diminished economic activity in 2019 and beyond
from the increased uncertainty surrounding the 2018 elections.
That said, our base-case expectation is that the real economy
will maintain a solid growth cycle where the economy is largely
unscathed by the likely political and institutional deadlock."
Over the longer term, absent structural reforms, BiH's growth is
not likely to be high enough to stem outward migration or
successfully transform the economy. As they stand, the locked
political positions are not conducive to constructive economic
policy-making and will fail to generate the reforms needed to
unlock the country's potential.

S&P said, "While the derailed IMF program represents a deterrent
for external financing flows, we observe that some important
external financing has been locked in for the short term, such as
a European Bank for Reconstruction and Development three-year
EUR700 million loan to finance highway construction throughout
the country, which will to some extent sustain key infrastructure
investments. As in the past, we project that private consumption
will be a key growth contributor, financed by substantial
remittance inflows. We also observe that foreign direct
investment (FDI) increased in 2017 to 2.2% of GDP from 1.6% in
2016." Still, this improvement was primarily driven by existing
companies reinvesting their profits and less by new investments.

The most recent labor force survey indicated that the
unemployment rate has continued to reduce, standing at 18.4% in
2018, compared with 20.5% in 2017, down from 25.4% in 2016. The
significant decline is driven by an increase in employment, but
also from a fall in the activity rate and a reduction of the
labor force. Domestic private-sector development is hampered by
the availability of skilled and educated labor -- a shrinking
pool because of the migration of working-age people to
neighboring countries and the EU.

Flexibility and Performance Profile: Domestic political
uncertainty complicates fiscal policymaking and could deter
external financing

-- The likelihood of political deadlock after the October 2018
    elections is increasing, which could complicate fiscal
    policymaking and mute medium-term investments.

-- S&P expects central government foreign debt service to
     benefit from an institutionalized mechanism that prioritizes
     debt service ahead of other fiscal outlays.

-- BiH's currency board arrangement anchors its structural
    reform agenda, but restricts monetary policy flexibility.

Financing constraints due to disruption in the EFF program in
2017 prompted the general government to cut public expenditures
markedly, especially investments, to bring the general government
position into meaningful surplus for the full year. In the first
half of 2018, revenues from taxes and indirect taxes have
developed strongly in tandem with the growing economy and are set
to boost general government balances to an only-modest deficit of
0.4% of GDP. However, given the uncertainties surrounding the
ability to legislate and execute budgetary decisions after the
2018 October elections, the fiscal trajectory is difficult to
assess. S&P expects that the political deadlock could be
meaningful and that BiH's budget execution could move into a
situation of provisional financing. In practice, the expenditures
for sustaining public institutions and fiscal measures will be
subject to caps related to the existing budget allocations and
revisited regularly throughout the budget year. S&P anticipates
that these considerable constraints will limit budget execution
and spending predictability. Even so, it observes that recently
announced fiscal reforms, such as the proposed law on benefits
for war veterans, are difficult to assess in terms of their
calculated fiscal impact. It is likely that the outcome could be
materially more costly than the preliminary calculations by
government, resulting in medium-term fiscal pressure from age-
related expenditure.

Importantly, outstanding general government debt is low and
Sconsumption-linked coefficient. BiH's budgetary procedures thus
explicitly prioritize external debt service payments above all
other outlays. S&P considers this mechanism vital in terms of
containing risks associated with a period of budget execution
uncertainty after the elections. The majority of government debt
is and will continue to be denominated in foreign currency and
primarily concessional. Net general government debt decreased to
27% of GDP in 2017, chiefly due to availability constraints and
delayed investments. S&P expects it to remain at similar levels
through 2021.

S&P said, "We believe that the entity-level governments would
have access to the domestic capital markets to cover temporary
deficits if there was a disruption in concessional funding
inflows. Importantly, we have seen that, historically, they have
cut investment spending in the absence of concessional inflows,
and we expect them to do so again if needed to balance their
budgets. However, we see BiH's vulnerability to shifts in
official funding as a risk, and we believe external financing
pressures could again heighten if reform stagnation persists,
deterring concessional financing inflows.

"The moderate external indebtedness of BiH, compared with that of
other sovereigns we rate, reflects the government's reduced
external borrowing due to constrained financing availability of
international concessional inflows and the resulting investment
delays in 2016-2017. In addition, due to an externally
consolidating banking sector in recent years, as well as
increasing levels of foreign exchange reserves in order to cover
monetary liabilities, we position the country's narrow net
external debt at a low 28% of current account receipts in 2017.
Following the increasing political turbulence, and anticipating
post-election gridlock, we have lowered our expectation of
international concessional inflows in 2019-2021. In this regard,
we note that, absent such flows, BiH faces external issuance
constraints. As such, we now forecast only a mild increase in
BiH's external indebtedness, with narrow net external debt
returning to over 37% of current account receipts by 2021.

"Consequently, we now expect imports to decline through the
forecast as externally financed infrastructure investments
temper. We therefore project a current account deficit 5.5% of
GDP in 2021 (compared with 7.2% in our previous forecast) from
4.8% of GDP in 2017. We estimate debt-creating inflows, net of
amortization, to stand at about 1.5% of GDP on average through
2021, together with net FDI of 2.0% of GDP, and inflows to the
capital account making up the rest." Further structural reforms
in the business sector could also help attract more FDI, but that
seems unlikely given the expected halt to reform momentum.

BiH has a currency board regime under which the konvertibilna
marka (BAM) is pegged to the euro. The currency board contributes
to macroeconomic stability and has successfully contained
inflationary pressures, necessary elements for the implementation
of the structural reform agenda. While appropriate for the
country so far, it restricts policy options, in S&P's view.
Although reserves covered monetary liabilities through 2017, the
central bank cannot act as a lender of last resort under BiH law.
S&P understands that BiH is committed to maintaining the
independence of the central bank and preserving the stability of
the currency board, which entails full coverage of the monetary
base by the central bank's foreign currency reserves.

At the same time, BiH's banking system appears relatively well
capitalized. Nonperforming loans (overdue 90 days or more) have
decreased to 9.3% of total loans as of the second quarter 2018.
The consolidation of banks' balance sheets ended at mid-year 2017
and private sector lending has been picking up. This lending has
largely been financed by domestic deposits, which exceed
outstanding loans, as reflected in a loan-to-deposit ratio of
93%. Vulnerabilities at smaller domestic banks with weaker
corporate governance practices have surfaced over the past couple
of years, but we recognize the recent adoption of new banking
legislation in the two autonomous governments -- the Federation
of Bosnia and Herzegovina and Republika Srpska -- in line with EU
directives, as a step toward improved supervision.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable. At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.
After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  RATINGS LIST
  Ratings Affirmed

  Bosnia and Herzegovina
   Sovereign Credit Rating                B/Stable/B
   Transfer & Convertibility Assessment   BB-



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G E R M A N Y
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MARCEL LUX IV: S&P Assigns Preliminary 'B' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Marcel LUX IV (SUSE), a Germany-based
intermediate holding company and prospective parent of paid Linux
software and services vendor SUSE Linux, pending the successful
completion of its buyout. The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'B'
issue rating to the proposed $675 million secured term loans and
$81 million revolving credit facility (RCF). The recovery rating
is '3' reflecting our expectation of meaningful recovery
prospects (50%-70%; rounded estimate: 65%) in a default scenario.

"These ratings are preliminary and based on draft documentation.
Final ratings will depend on our receipt and satisfactory review
of the final documentation within a reasonable period upon the
successful closing of the transaction."

In July 2018, private equity investor EQT Partners signed a
definitive agreement to acquire global provider of open source
Linux-based software solutions and services SUSE from Micro Focus
for $2.535 billion in cash. The transaction is set to be funded
by a $675 million equivalent first lien-term loan, and a $270
million second-lien term loan, as well as equity from EQT and
preferred equity certificates instruments from SUSE's management
team. S&P expects the deal to close during the first quarter of
calendar year 2019. After closing, the process of carving SUSE
out of Micro Focus, which is already being prepared, will gain
momentum with a view to enable SUSE to operate as a stand-alone
entity.

The rating on SUSE is primarily constrained by its highly
leveraged capital structure following the leveraged acquisition
and prospective ownership by EQT, which we view as the financial
sponsor. S&P said. "The proposed capital structure reflects our
forecast adjusted total gross cash-paying debt to EBITDA of about
9.0x-9.5x in fiscal 2019 (ending Oct. 31), which we consider
aggressive compared with other highly leveraged peers. This is
only partly offset by our forecast of 12%-15% EBITDA growth
prospects, which we think will provide scope for a meaningful
reduction in adjusted leverage to 8.0x-8.5x in fiscal 2020.
Additional support for the rating derives from our expectation of
solid free operating cash flow (FOCF) thanks to SUSE's business
model, which relies on upfront subscription fees by customers and
very limited capital expenditure (capex). We forecast reported
FOCF of $35 million-$45 million in fiscal 2019-2020, which
equates to about $50 million-$60 million excluding transitional
costs paid to Micro Focus during the initial carve-out period.
This reflects high free cash flow conversion, with FOCF to EBITDA
of more than 30% despite meaningful pro forma annual cash
interest payments of about $60 million."

S&P said, "We think, however, that under the new financial
sponsor ownership, SUSE's future financial policy could prevent
it from meaningfully reducing leverage over time, as we believe
the company may pursue acquisitions to strengthen its product
portfolio or look to distribute cash to the owners in the medium
term, noting that the sponsor has indicated that it may provide
equity for future acquisitions."

SUSE provides software solutions and services globally. Its core
product is a paid version of the open source Linux server
operating system, which SUSE enhances with value-added tools,
support, maintenance and security services, and necessary
hardware and software certifications. S&P's assessment of SUSE's
business risk is constrained by the company's lack of own
intellectual property (IP), based on the open-source nature of
the underlying Linux code. This somewhat lowers the technological
barriers to entry in our view, and means that business customers,
notably smaller ones, could switch to a free alternative.
Equally, larger providers of public cloud services such as Amazon
Web Services may provide their customers with their own certified
version of Linux.

SUSE is developing adjacent products that represent their own IP,
but these are nascent and generate less than 5% of revenues to
date. This also means that the business is currently strongly
concentrated on its core paid-Linux product, which contributes
the remaining 95% of revenues. This makes SUSE much more
dependent on favorable dynamics in its specific niche market than
other globally diversified software peers with broader product
portfolios. While competition specifically within the paid-Linux
market is fairly limited -- with the two main players capturing
about 90% of the market -- SUSE's No. 2 position is well behind
that of No. 1 provider Red Hat, which captures a 75% market
share. SUSE's paid-Linux platform also competes with larger and
better capitalized players in the wider server operating system
market, such as Microsoft or Oracle.

SUSE's business risk assessment benefits, however, from its
strong brand and customer relationships in the paid-Linux market,
its high share of recurring revenue, and leading position in
selected verticals including SAP and IBM environments. S&P said,
"We think this will enable it to capture its share in the
substantial market growth for paid-Linux products, which the
company forecasts at a compound annual growth rate of 12% until
2020. This is driven by growth in the overall installed base of
server operating systems and a shift from Windows server
environments toward paid-Linux. This is supported by strong
growth in hybrid cloud architecture and the trend of movement of
many applications to hybrid cloud. Although SUSE does not benefit
from its own IP, we view its core enterprise server product as
relatively mission-critical to its customers, notably large
enterprise clients. This is because these customers run critical
applications on Linux servers, which place high demand on
reliability, performance, and server uptime. These customers also
require service levels, security, and certifications not provided
by the alternative of free Linux. As a result, renewal rates as
measured by renewal value (including up-selling) for large
customers are currently about 98%, compared with average
historical renewals rates across the customer base of about 89%.
In addition, we think SUSE's pricing remains lower than for a
comparable Windows solution and paid-Linux provides greater
flexibility for application developers, which should support
continued increase in Linux penetration. SUSE's business model is
predominantly subscription-based, resulting in a high share of
recurring revenues of about 94% with an average contract duration
of somewhat more than two years, resulting in minimal revenue
volatility."

Currently, SUSE shares a number of services and processes with
its parent Micro Focus, which SUSE will have to replace with its
own resources, particularly including areas such as support, IT
infrastructure, and central functions. S&P sees some degree of
risk that delays with the set-up of own capabilities may lead to
higher costs for transitional services from Micro Focus or
diversion of management attention from the core business.

S&P's base case incorporates its following assumptions:

-- For purposes of S&P's model, it assumes closing of the carve-
    out on Jan. 1, 2019.

-- U.S. real GDP growth of 3.0% in 2018 and 2.5% in 2019, up
     from 2.3% in 2017, and real GDP growth of 1.8%-2.0% in
     Western Europe over the same period, compared with 2.3% in
     2017. This should lead to IT spending growth, in S&P's view.

-- Billings growth of 10%-12% in fiscal year 2019 and fiscal
    2020, after S&P's forecast of 9%-10% for fiscal 2018, mainly
    driven by expansion in the market for paid-Linux server
     operating systems, and more than 30% growth in SUSE's
     adjacent product lines of Enterprise Storage, OpenStack
     Cloud, and container applications.

-- Revenue growth of 10%-12% in fiscal 2019 and 2020, after
     S&P's projection of 15%-16% in 2018, fueled by the same
     drivers as billings.

-- S&P Global Ratings-adjusted EBITDA margins of 24%-26% in
    fiscal 2019 and 2020, lower than its forecast of 27%-28% in
    fiscal 2018. The decline in margins is due to its assumption
    of additional investments in the development of emerging
     products as well as costs associated with the carve-out of
     $30 million-$45 million over fiscal 2018-2021, with the bulk
    incurred in fiscals 2019 and 2020.

-- Positive cash inflows in working capital of $10 million-$15
    million in fiscals 2019-2020 from the upfront billing of new
    customer subscriptions, at the same level as in fiscal 2018.

-- Modest cash capex of 1%-2% of sales in fiscal years 2018-
    2020.

-- SUSE does not capitalize the costs of software development.

-- Cash taxes of $14 million-$17 million in fiscal years 2019
    and 2020.

-- No shareholder distributions.

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

-- S&P Global Ratings-adjusted debt to EBITDA of 9.0x-9.5x in
    fiscal 2019 and 8.0x-8.5x in fiscal 2020 (8.5x-9.0x and 7.5x-
    8.0x excluding one-time carve-out costs, respectively).
    Expected leverage in fiscal 2018 is about zero due to the
    expected closing of the transaction in 2019.

-- Adjusted funds from operations (FFO) to debt of 3%-6% in
    fiscal 2019 and 2020.

-- Adjusted FOCF to debt of 3%-5% in fiscal years 2019 and 2020
    (5%-7% excluding one-time carve-out related outflows), with
    reported FOCF of $35 million-$45 million.

S&P said, "We do not net any cash in calculating our adjusted
debt, as we expect SUSE's financial sponsor owners to use balance
sheet cash for mergers and acquisitions (M&A) or, in the medium
term, for shareholder returns. Our adjusted debt does not include
the preferred equity certificates, which will be held by
management, as the documentation and amounts of these instruments
are not available at this stage.

"We assess SUSE's liquidity as adequate, as we anticipate in our
base case that its sources of liquidity will cover its uses by
above 5.0x in the 12 months from Jan. 1, 2019. We do not assess
liquidity as stronger than adequate, mainly because of SUSE's
limited track record in credit markets and of maintaining a
strong liquidity profile under the new financial sponsor
ownership."

Principal liquidity sources for the 12 months starting Jan. 1,
2019 are:

-- Full borrowing capacity under the company's proposed $81
    million RCF due 2025.

-- FFO of $30 million-$40 million.

-- Cash inflows related to deferred revenues of about $10
    million-$15 million.

For the same time period, principal liquidity uses include:

-- Capex of $5 million-$7 million.
-- Moderate debt amortizations of about $4 million.
-- Intra-year working capital swings of about $5 million.

S&P said, "The stable outlook reflects our expectation that SUSE
will successfully maintain its market position in the paid-Linux
segment, enabling it to tap into growth in the overall paid-Linux
market. We think this will facilitate revenue growth of 10%-12%
and adjusted EBITDA margins of 24%-26% in the 12 months following
transaction close. We forecast this will translate into S&P
Global Ratings' adjusted debt to EBITDA of 9.0x-9.5x and
sustainably positive reported FOCF of $35 million-$45 million in
fiscal 2019, with leverage improving to less than 8.5x in fiscal
2020 (less than 8.0x excluding one-time carve-out costs).

"We could lower our rating if lower-than-expected revenue growth
or EBITDA margins, or an aggressive financial policy prevented
SUSE's adjusted leverage from receding to less than 8.0x in the
course of fiscal 2020 or if adjusted free operating cash flow to
debt declined to sustainably below 5%, with both measures before
deducting one-time carve-out related costs and cash outflows.

"In our view, this would most likely be caused by slower take up
of emerging products, unexpected higher churn or declining market
share, or if delays with the carve-out lead to a loss of
organizational focus on the core business. It could also happen
if the company takes advantage of growth in EBITDA to make a
dividend recapitalization.

"We see rating upside as unlikely over the next 12 months given
the very highly leveraged capital structure. However, we could
raise the rating if SUSE reduced adjusted debt to EBITDA to
sustainably below 6.0x while at the same time improving FOCF to
adjusted debt to above 10%."


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I R E L A N D
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AVOCA CLO XIX: Moody's Assigns (P)B2 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Avoca CLO
XIX Designated Activity Company:

EUR 2,000,000 Class X Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR 242,000,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR 10,000,000 Class A-2 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR 14,500,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR 20,000,000 Class B-2 Senior Secured Fixed Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR 28,000,000 Class C Deferrable Mezzanine Floating Rate Notes
due 2031, Assigned (P)A2 (sf)

EUR 24,250,000 Class D Deferrable Mezzanine Floating Rate Notes
due 2031, Assigned (P)Baa2 (sf)

EUR 21,250,000 Class E Deferrable Junior Floating Rate Notes due
2031, Assigned (P)Ba2 (sf)

EUR 12,000,000 Class F Deferrable Junior Floating Rate Notes due
2031, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

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

Avoca CLO XIX is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured loans and senior secured
floating rate notes and up to 10% of the portfolio may consist of
unsecured loans, second-lien loans, mezzanine obligations and
high yield bonds. The portfolio is expected to be approximately
60-70% ramped up as of the closing date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe.

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

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR 35.10m of subordinated notes, which will
not be rated.

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

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

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

Par amount: EUR 400,000,000

Diversity Score: 43*

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon: 4.75%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.5 years

  -- The covenanted base case diversity score is 44, however
Moody's has assumed a diversity score of 43 as the deal
documentation allows for the diversity score to be rounded up to
the nearest whole number whereas usual convention is to round
down to the nearest whole number

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling (LCC) of A1 or below. As per the portfolio constraints,
exposures to countries with a LCC of A1 or below cannot exceed
10%, with exposures to countries with a LCC of below A3 further
limited to 5%. Given the current composition of qualifying
countries, Moody's has assumed a maximum 5% of the pool would be
domiciled in countries with LCC of Baa1 to Baa3. The remainder of
the pool will be domiciled in countries which currently have a
LCC of Aa3 and above. Given this portfolio composition, the model
was run with different target par amounts depending on the target
rating of each class of notes as further described in the
methodology. The portfolio haircuts are a function of the
exposure size to peripheral countries and the target ratings of
the rated notes and amount to 0.75% for the Class X and Class A
notes, 0.50% for the Class B notes, 0.375% for the Class C notes
and 0% for Classes D, E and F.


AVOCA CLO XIX: Fitch Assigns 'B-(EXP)sf' Rating to Class F Debt
---------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XIX Designated Activity
Company expected ratings as follows:

EUR2 million Class X: 'AAA(EXP)sf'; Outlook Stable

EUR242 million Class A-1: 'AAA(EXP)sf'; Outlook Stable

EUR10 million Class A-2: 'AA(EXP)sf'; Outlook Stable

EUR14.5 million Class B-1: 'AA(EXP)sf'; Outlook Stable

EUR20 million Class B-2: 'AA(EXP)sf'; Outlook Stable

EUR28 million Class C: 'A (EXP)sf'; Outlook Stable

EUR24.25 million Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR21.25 million Class E: 'BB-(EXP)sf'; Outlook Stable

EUR12 million Class F: 'B-(EXP)sf'; Outlook Stable

EUR35.1 million subordinated notes: not rated

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

The transaction is a cash flow collateralised loan obligation
(CLO). Net proceeds from the issuance of the notes will be used
to purchase a portfolio of mostly senior secured leveraged loans
and bonds with a target par of EUR400 million. The portfolio is
managed by KKR Credit Advisors (Ireland) Unlimited Company (KKR).
The CLO envisages a 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B' category. The weighted average rating factor (WARF) of the
identified portfolio is 32, below the covenanted maximum at 34.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. The weighted average recovery rating (WARR) of the
identified portfolio is 67.4%, above the covenanted minimum at
63.5%.

Diversified Asset Portfolio

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

Adverse Selection and Portfolio Management

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

Cash Flow Analysis

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

No Unhedged Non-Euro Exposure

The transaction is permitted to invest up to 20% of the portfolio
in non-euro assets, provided perfect swaps are entered into as of
the settlement date for each of them.

Different Waterfall Structure

The transaction has a slightly different waterfall structure than
the market standard waterfall. In the interest waterfall, the
deferred interest is being paid after the coverage tests are met.
Fitch has tested the impact of this feature and found the impact
on the notes to be negligible.

RATING SENSITIVITIES

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

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised
Statistical Rating Organisations and/or European Securities and
Markets Authority-registered rating agencies. Fitch has relied on
the practices of the relevant groups within Fitch and/or other
rating agencies to assess the asset portfolio information.

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


CVC CORDATUS XI: Fitch Assigns B-sf Rating to Class F Debt
----------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XI Designated
Activity Company ratings as follows:

EUR271,125,000 Class A: 'AAAsf', Outlook Stable

EUR22,500,000 Class B-1: 'AAsf', Outlook Stable

EUR24,750,000 Class B-2: 'AAsf', Outlook Stable

EUR31,500,000 Class C: 'Asf', Outlook Stable

EUR22,500,000 Class D: 'BBBsf', Outlook Stable

EUR30,375,000 Class E: 'BBsf', Outlook Stable

EUR14,625,000 Class F: 'B-sf', Outlook Stable

EUR48,475,000 subordinated notes: not rated

CVC Cordatus Loan Fund XI Designated Activity Company is a cash
flow collateralised loan obligation (CLO). Net proceeds from the
notes issue are being used to purchase a EUR450 million portfolio
of mostly European leveraged loans and bonds. CVC Credit Partners
Investment Management Ltd. is manager of the portfolio. The CLO
envisages a 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch places the average credit quality of the obligors in the
'B' category. The Fitch weighted average rating factor (WARF) of
the identified portfolio is 34.

High Recovery Expectations

At least 90% of the portfolio consists of senior secured
obligations. Fitch views the recovery prospects for these assets
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch weighted average recovery rate (WARR) of the
identified portfolio is 67%.

Limited Concentration Risk

For the analysis, Fitch created a stress portfolio based on the
transaction's portfolio profile tests and collateral quality
tests. These included a top 10 obligor limit at 23%, 8.5-year
WAL, a top industry limit at 15% with the top three industries at
no more than 39%, and a maximum 'CCC' bucket at 7.5%.

Limited Interest Rate Exposure

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 5.3% of the target par.
Fitch modelled both 0% and 10% fixed-rate buckets and found that
the rated notes can withstand the interest rate mismatch
associated with each scenario at a break-even WARR for the
pricing point.

RATING SENSITIVITIES

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other
Nationally Recognised Statistical Rating Organizations and/or
European Securities and Markets Authority-registered rating
agencies. Fitch has relied on the practices of the relevant
groups within Fitch and/or other rating agencies to assess the
asset portfolio information.


DUBLIN BAY 2018-1: Moody's Assigns (P)B3 Rating to Class E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional long-term
credit ratings to the following Notes to be issued by Dublin Bay
Securities 2018-1 DAC:

EUR [ ] Class A Residential Mortgage Backed Floating Rate Notes,
Assigned (P)Aaa (sf)

EUR [ ] Class B Residential Mortgage Backed Floating Rate Notes,
Assigned (P)Aa1 (sf)

EUR [ ] Class C Residential Mortgage Backed Floating Rate Notes,
Assigned (P)A1 (sf)

EUR [ ] Class D Residential Mortgage Backed Floating Rate Notes,
Assigned (P)Baa2 (sf)

EUR [ ] Class E Residential Mortgage Backed Floating Rate Notes,
Assigned (P)B3 (sf)

Moody's has not rated the EUR [ ] Class Z Residential Mortgage
Backed Zero Rate Notes, Class R Residential Mortgage Backed Fixed
Rate Notes, Class X1 Residential Mortgage Backed Notes or the
Class X2 Residential Mortgage Backed Notes.

The subject transaction is a static cash securitisation of
residential mortgage loans, extended to obligors located in
Ireland, originated by Bank of Scotland plc (Aa3/P-1 and
Aa3(cr)/P-1(cr). In September 2018 Erimon Home Loans Ireland
Limited (a Special Purpose Vehicle), with Barclays Bank PLC as
Sponsor purchased approx. EUR 5bn of assets from Bank of Scotland
plc of which [.]% are sold on to the issuer. The portfolio sold
to the issuer is a positive selection of the total assets
purchased and consists of [3,089] mortgage loans extended to
[2,546] borrowers with the total pool balance of around [584]
million as of the cut-off date (July 31, 2018).

RATINGS RATIONALE

The ratings take into account the credit quality of the
underlying mortgage loan pool, from which Moody's determined the
MILAN Credit Enhancement and the portfolio expected loss, as well
as the transaction structure and legal considerations. The
expected portfolio loss of [5.0]% and the MILAN CE of [17.5]%,
serve as input parameters for Moody's cash flow model and
tranching model, which is based on a probabilistic lognormal
distribution.

The key drivers for the portfolio's expected loss of [5.0]%,
which is lower than the Irish residential mortgage-backed
securities (RMBS) sector average, are as follows: (1) the
collateral performance of the loans to date, as provided by the
sponsor; (2) restructured loans accounting for [9.7]% of the
portfolio; (3) seasoning of the pool with a WA seasoning of [12]
years; (4) the current macroeconomic environment in Ireland; (5)
the stable outlook that Moody's has on Irish RMBS; and (6)
benchmarking with other comparable Irish RMBS transactions.

The key drivers for the MILAN CE number of [17.5]%, which is in
line with the Irish RMBS sector, are as follows: (1) the WA LTV
at around [60.16]%; (2) the positive selection of the portfolio,
whereby no loan in the pool is more than one month in arrears;
(3) the restructured loans accounting for [9.7]% of the
portfolio; (4) the well-seasoned portfolio of around [12] years;
and (5) benchmarking with other Irish RMBS transactions.

Transaction structure: the transaction benefits from an
amortising Liquidity Reserve Fund and a General Reserve Fund,
both funded at closing via a subordinated Note. The Liquidity
Reserve Fund Required Amount is equal to 1.5% of the outstanding
balance of Class A and will be available to cover senior expenses
and interest on Class A Notes and Class X1 Notes. The General
Reserve Fund is equal to 1.5% of the total Notes at closing,
minus the Liquidity Reserve Fund Required Amount, and will be
used to cover interest shortfalls and to cure PDLs on the rated
Notes. The transaction benefits from the equivalent of approx. 6
months of liquidity coverage provided by the Liquidity Reserve
Fund and the General Reserve Fund.

Operational risk analysis: Pepper Finance Corporation (Ireland)
DAC acts as the servicer of the portfolio during the life of the
transaction. In addition, CSC Capital Markets UK Limited
(unrated) acts as back-up servicer facilitator. Citibank, N.A.,
London Branch (A1/P-1) was appointed as independent cash manager
at closing. To ensure payment continuity over the transaction's
lifetime, the transaction documents incorporate estimation
language according to which the cash manager, will prepare the
payment report based on estimates if the servicer report is not
available.

Interest Rate Risk Analysis: The portfolio comprises floating
rate loans linked to standard variable rate [21.5]%, loans linked
to ECB Base Rate [78.5]% and fixed rate loans [0.04]%, whereas,
the rated Notes pay 3-month Euribor plus a spread. There is no
swap in the transaction to hedge the fixed-floating rate risk and
the basis risk. Moody's has taken those risks into consideration
in deriving the portfolio yield.

In Moody's opinion, the structure allows for timely payment of
interest and ultimate payment of principal by the legal final
maturity with respect to the Class A to E Notes. Other non-credit
risks have not been addressed, but may have significant effect on
yield to investors.

Principal Methodology:

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. Please see "Moody's Approach to Rating RMBS Using the
MILAN Framework" for further information on Moody's analysis at
the initial rating assignment and the on-going surveillance in
RMBS.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE
RATINGS:

Factors that may lead to an upgrade of the ratings include
significantly better than expected performance of the pool and
increase in the credit enhancement of the notes.

Factors that may cause a downgrade of the ratings include,
significantly different realized losses compared with its
expectations at close due to either a change in economic
conditions from its central scenario forecast or idiosyncratic
performance. 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 downgrade of the
ratings. A deterioration in the Notes available credit
enhancement could result in a downgrade of the ratings.
Additionally, counterparty risk could cause a downgrade of the
ratings due to a weakening of the credit profile of transaction
counterparties. Finally, unforeseen regulatory changes or
significant changes in the legal environment may also result in
changes of the ratings.


SUTTON PARK: Moody's Assigns (P)B2 Rating to Class E Notes
----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Sutton
Park CLO DAC:

EUR1,400,000 Class X Senior Secured Floating Rate Notes due 2031,
Assigned (P)Aaa (sf)

EUR242,000,000 Class A-1A Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR4,000,000 Class A-1B Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR23,000,000 Class A-2A Senior Secured Floating Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR20,000,000 Class A-2B Senior Secured Fixed Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR25,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR24,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Baa3 (sf)

EUR22,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Ba3 (sf)

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

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

RATINGS RATIONALE

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

Sutton Park CLO DAC is a managed cash flow CLO. At least 96% of
the portfolio must consist of senior secured obligations and up
to 4% of the portfolio may consist of senior unsecured
obligations, second-lien loans, mezzanine obligations and high
yield bonds. The portfolio is expected to be up to 70% ramped up
as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe. The
remainder of the portfolio will be acquired during the six month
ramp-up period in compliance with the portfolio guidelines.

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

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR 36,000,000 of subordinated notes which will
not be rated.

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

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

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

Par amount: EUR 400,000,000

Diversity Score: 42

Weighted Average Rating Factor (WARF): 2,850

Weighted Average Spread (WAS): 3.50%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
government bond ratings of A1 or below. According to the
portfolio constraints, the total exposure to countries with a
local currency country risk bond ceiling below Aa3 shall not
exceed 10% and per Eligibility Criteria obligors domiciled in
countries with a LCC below A3 is not allowed.


SUTTON PARK: Fitch Assigns B-(EXP) Rating to Class E Debt
---------------------------------------------------------
Fitch Ratings has assigned Sutton Park CLO DAC expected ratings
as follows:

EUR1.4 million Class X: 'AAA(EXP)sf'; Outlook Stable

EUR242 million Class A-1A: 'AAA(EXP)sf'; Outlook Stable

EUR4 million Class A-1B: 'AAA(EXP)sf'; Outlook Stable

EUR23 million Class A-2A: 'AA(EXP)sf'; Outlook Stable

EUR20 million Class A-2B: 'AA(EXP)sf'; Outlook Stable

EUR25 million Class B: 'A (EXP)sf'; Outlook Stable

EUR24 million Class C: 'BBB-(EXP)sf'; Outlook Stable

EUR22 million Class D: 'BB(EXP)sf'; Outlook Stable

EUR12 million Class E: 'B-(EXP)sf'; Outlook Stable

EUR36 million subordinated notes: not rated

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

The transaction is a cash flow collateralised loan obligation
(CLO). Net proceeds from the issuance of the notes will be used
to purchase a portfolio of mostly senior secured leveraged loans
and bonds with a target par of EUR400 million. The portfolio is
managed by Blackstone/GSO Debt Funds Management Europe Limited.
The CLO envisages a 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL).

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the
'B+'/'B' range. The Fitch-weighted average rating factor (WARF)
of the identified portfolio is 30.5, below the indicative maximum
covenant weight average rating factor (WARF) of 33.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
identified portfolio is 65.5, above the indicative minimum
covenant WARR of 63.

Limit on Concentration Risk

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

Adverse Selection and Portfolio Management

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

Cash Flow Analysis

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 5% of the target par.
Fitch modelled both 0% and 10% fixed-rate buckets and found that
the rated notes can withstand the interest rate mismatch
associated with each scenario.

RATING SENSITIVITIES

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

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

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

DATA ADEQUACY

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised
Statistical Rating Organisations and/or European Securities and
Markets Authority-registered rating agencies. Fitch has relied on
the practices of the relevant groups within Fitch and/or other
rating agencies to assess the asset portfolio information.

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


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


ASTALDI SPA: Fitch Lowers IDR to CCC-, Places Ratings on RWE
------------------------------------------------------------
Fitch Ratings has downgraded Astaldi S.p.A.'s Issuer Default
Rating to 'CCC-' from 'B'. and placed the ratings on Rating Watch
Evolving (RWE).

The downgrade reflects Astaldi's further postponement of the sale
of the Third Bosphorus Bridge, which raises questions about the
timing of the proposed equity increase. Furthermore, the
company's liquidity position has become a risk, with uncommitted
credit facilities and cash insufficient to cover short-term
maturities, in its view.

The RWE is predicated on the main short-term risk of liquidity if
the planned disposal of the assets and the subsequent capital
increase fail to materialise. If the company is unable to
refinance its largely bank-lending maturities, the ratings could
be further downgraded. Should the company successfully sell its
stake in the bridge and subsequently issue equity, substantially
improving liquidity, positive rating action is likely.

KEY RATING DRIVERS

Delay in the Asset Sale: The disposal of Astaldi's stake in the
Third Bosphorus Bridge has been delayed for a number of months
beyond Fitch's original expectations. This delays the capital
increase necessary for the company to reduce its debt burden and
cope with its current liquidity risks. Fitch considers that the
recent developments in Turkey might make it difficult to close
the sale within the provided timeline.

High Refinancing Risks: Fitch believes Astaldi's liquidity is
very weak due to a lack of undrawn committed credit facilities
and cash to cover short-term maturities. Fitch believes Astaldi
is materially exposed to refinancing risk. The company
successfully refinanced or paid down debt maturing in 1H18.
However, Astaldi's sustainability rests on its lending banks'
ability and willingness to refinance outstanding loans.

High Leverage: Astaldi's leverage remained high at over 10x in
2016-2017 on a funds from operations (FFO) net basis. Overall
debt increased to EUR2.6 billion at end-2017 from EUR2.3 billion
a year earlier, mainly due to the outflow of the working capital
that was needed to finish the outstanding projects. The company
plans to repay a large portion of debt in 2018 from the proceeds
from divestments and the proposed equity issuance, which has been
already agreed with the main investors. Fitch expects the
proceeds to be used for debt repayment, which should bring
Astaldi's leverage levels into line with the 'B' rating category.

Liquidity Could Hinder Operating Performance: Astaldi reported
positive top-line growth (+2% year-on-year) and a healthy EBITDA
margin (10.3%) in FY17, thanks to its gradual repositioning
towards engineering, procurement, construction (EPC) contracts
and its marketing efforts into new and less risky markets. Fitch
expects the company may find it harder to win new contracts due
to its liquidity situation and the potential concern of its
counterparties. This in turn may lead to further outflow of the
working capital and reduction of the revenue and margins.

New Strategic Plan: Astaldi has presented a new strategic plan in
May 2018 for its development to investors, which envisions a move
towards lower investment into concessions, a shift to developed
markets, which provide more stable and secure cash flows, and a
deleveraging plan based on the assumption of the sale of the
bridge, equity increase and refinancing of the debt. Fitch
believes that the new strategic plan, if implemented, will
improve Astaldi's business profile, as the company's cash flows
would be more secure and stable, although the EBITDA margin would
suffer.

DERIVATION SUMMARY

Astaldi has prominent market positions in some business segments
and higher-than-average profitability. Investments in concessions
have allowed the company to steadily increase volumes over the
past few years, with the construction business benefiting from
captive orders. However, these investments, paired with delays in
its asset disposal programme, increased debt and leverage have
led the company to be dependent on the sale of the concession in
order to decrease its high debt levels. Its business profile and
engineering capabilities compare favourably with higher-rated
entities such as OHL (B+/Negative) or Salini (BB+/Stable) in some
sub-segments. Its high leverage is higher than that of its
smaller peer, Aldesa (B/Stable).

KEY ASSUMPTIONS

  - Proceeds from the sale of assets and equity issuance are used
to repay debt

  - Revenue increase 2.5% per year

  - EBITDA margin decrease from 10% to 9% by 2021 in line with
the company's guidance


RATING SENSITIVITIES

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

  - Successful disposal of the assets coupled with the equity
increase and refinancing of the debt

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

  - Further delays of the disposal of the Third Bosphorus Bridge,
which would in turn delay the equity increase and endanger debt
repayment

  - Inability to extend credit facilities

LIQUIDITY AND DEBT STRUCTURE

Liquidity Dependent on Asset Sale: Astaldi's current liquidity
position is unsustainable. As of end-2017 the company had EUR844
million of short-term debt and EUR576 million of cash (Fitch
further restricts EUR100 million of the cash for working capital
swings). In 1Q18 the company has an outflow of working capital,
which is common in the first quarter for Astaldi and for
engineering and construction companies in general. As of end-1Q18
Astaldi had EUR355 million of cash on its balance sheet (before
its adjustments for the restricted cash) and EUR850 million of
short-term debt. The unused portion of the revolving credit
facility was EUR45 million at 1Q18 according to management.

Should the company fail to dispose of the assets, it will have to
refinance its short-term debt or seek other financing options.


SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS

Summary of Financial Statement Adjustments

  - Lease-equivalent debt was calculated at EUR11 million using
an average multiple of 8x.

  - Cash of EUR100 million used in the operations was treated as
restricted cash.

  - Off-balance-sheet obligation of around EUR200 million of
factoring.


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


MARCEL LUX IV: Moody's Assigns B3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and B3-PD probability of default rating to Marcel LUX IV
S.a.r.l., the newly set up parent company of SUSE, one of the two
major independent paid Linux providers. Concurrently, Moody's has
assigned B2 rating to the $325 million senior secured first lien
term loan B1, issued by Marcel BidCo LLC and B2 ratings to the
$350 million EUR equivalent senior secured term loan B2 due 2025
and the $81 million senior secured revolving credit facility due
2025 issued by Marcel BidCo GmbH. The outlook on all ratings is
stable.

On July 2, 2018 Marcel LUX IV S.a.r.l. agreed to acquire SUSE for
$2,535 million from Micro Focus International plc (B1 negative).
The transactions will be partly financed through the new rated
debt and is expected to close in the first quarter or second
quarter of 2019.

RATINGS RATIONALE

The B3 CFR in the first instance reflects the high initial
Moody's-adjusted Debt/EBITDA of 8.2x and 8.0x expected for the
year ending October 2018 and 2019, respectively and pro-forma for
transaction. Investments into emerging products will initially
constrain the pace of deleveraging on a gross basis until end of
FY2019 (Oct), but it should visibly accelerate thereafter. The
rating also reflects (i) the company's position as distant number
two player in a niche market and the resulting limited scale
measured by revenue; (ii) the predominantly indirect nature of
customer relationships due to the increasing reliance on indirect
sales channels (e.g. cloud service providers, OEMs, hardware
vendors) with some concentration in these intermediaries; and
(iii) the effects of customer transitions to the cloud, such as
shortening average contract duration and resulting less
favourable cash flow dynamics, as well as potentially
increasingly indirect relationships with end customers. Moody's
also notes that while SUSE has been managed relatively
independently within previous owners Micro Focus and Attachmate
Group, the carve-out process creates substantial requirements to
set up functions and headcount that are currently shared
including Finance, IT and HR with meaningful related one-off cash
costs over 2019-2021.

However, the B3 rating also reflects SUSE's track record of
sustained good growth over the last years as part of Micro Focus
as well as the highly cash generative nature of the business
supported by strong EBITDA margins and limited overall investment
needs, despite sizable one-off cash costs related to the carve-
out over 2019-21 and some investments in emerging products until
the end of FY2019. In addition, it reflects (i) the company's
position as one of two main paid Linux enterprise operating
system (OS) providers with solid positions in certain customer
segments (i.e. its SAP, IBM, HPE relationships), (ii) the strong
growth dynamics in the core server OS market fueled by the
increasing use of Linux as the preferred cloud server OS and
opportunity for diversification through emerging products,
although this may prove to be gradual, (iii) good revenue
visibility resulting from a subscription-based, upfront-cash
business model and high stickiness of the product and (iv) the
company's geographically diversified revenue base with multiple
distribution channels.

The independent paid Linux market is dominated by global leader
Red Hat (unrated) with c.75% market share followed by SUSE as the
number two with c.14%. There is also some competition with in-
house solutions (ie Oracle's Linux-based OS). Moody's understands
that SUSE has particularly strong positions in certain key
segments within the paid Linux market, including long established
partnerships with SAP, IBM and various OEMs and hardware vendors
through its various sales channels.

SUSE offers its subscriptions through various market channels,
including direct distribution (23% of FY 2017 revenue), indirect
distribution via resellers and system integrators (42%),
distribution via independent hardware vendors (19%), arrangements
with OEMs where SUSE is directly embedded in products (10%) and
revenue from contracts with cloud service providers (CSP; 7%;
i.e. Amazon Web Services etc.). Linux is increasingly used,
particularly for cloud applications, as more legacy UNIX systems
reduce and it gains market share from Windows systems. Revenue
generated through the remaining channels has also grown strongly
at double-digit rates.

However, this growth in the importance of the cloud for SUSE also
provides some less favorable side effects. The billing model for
the cloud tends to be monthly compared to the company's
traditional multi-year upfront billing model, thereby reducing
average contract lengths of currently over 26 months as well as
upfront cash flows received. While the end customer often drives
the decision to use a certain operating system, for example based
on their existing structures, relationships with indirect
providers such as the CSPs are increasingly important. Despite
these developments, Moody's considers the high degree of revenue
visibility as a positive for the business.

Initial Moody's-adjusted debt/EBITDA will be significant,
estimated at 8.2x and 8.0x for FY2018 and FY2019. While the
underlying growth should generally provide for good deleveraging
prospects, EBITDA growth will be initially held back by
investments in emerging products such as enterprise storage,
OpenStack cloud and CaaS offerings. These are promising but
growth may be gradual and the company may consider more
investments (or M&A) to strengthen those, which could impact
margins or cash flows. However, deleveraging should visibly
accelerate thereafter absent additional investments. In addition,
Moody's notes that the business should generate some free cash
flow (after interest) notwithstanding the investments in emerging
products and carve-out costs, which supports the rating.

The B2 rating on the first lien debt comprising the $325 million
and $350 million equivalent in EUR senior secured term loan B
both due 2025 as well as the $81 million senior secured RCF due
2025 reflects the priority ranking above a sizeable second lien
term loan (unrated).

Liquidity Profile

Moody's views SUSE's liquidity profile as good. Pro-forma for the
transaction, Moody's expects the company to retain $20 million of
cash on the balance sheet, partly used to fund transaction fees,
and have access to the fully undrawn $81 million revolving credit
facility due 2025. Moody's also expects the company to continue
to generate free cash flow. The RCF is subject to a springing
total net leverage covenant tested when the facility is drawn for
more than 40%. The covenant is set at 7.70x (calculated as
defined in the SFA) and Moody's expects the company to retain
sufficient headroom.

Rating Outlook

The stable outlook reflects Moody's expectation that the company
will continue to deliver solid growth and remain visibly free
cash flow generative. The rating and outlook do not include any
debt-funded acquisitions.

What could change the rating up/down

Positive pressure on the rating could result from continued
strong performance in SUSE's core market and visible EBITDA
growth so that Moody's-adjusted debt/EBITDA declines sustainably
below 6.5x while generating solid free cash flow generation at or
above 5% free cash flow / debt. Conversely, negative pressure on
the rating could result from free cash flow (after interest)
turning negative or a lack of organic EBITDA growth. Leverage
remaining above 8x could in any case pressure the rating as would
a significant weakening in the company's liquidity profile.

SUSE develops, delivers and supports commercial open source
software products and is specialised on "paid Linux" operating
systems. Predominantly through its core product, SUSE Linux
Enterprise Server (SLES), accounting for more than 90% of
revenues, the company provides its software and services to over
13,400 customers worldwide and is expected to generate around
$370 million of revenue for the year ending October 2018.

The principal methodology used in these ratings was Software
Industry published in August 2018.


PACIFIC DRILLING: Ernst & Young Approved as Tax Advisor
-------------------------------------------------------
Pacific Drilling S.A. sought and obtained authority from the
United States Bankruptcy Court for Southern District of New York
to employ Ernst & Young LLP as their tax advisors.

EY LLP will provide these services:

     Tax Compliance and On-Call Services

     (a) preparation of 2017 U.S. federal corporate income tax
return (Form 1120) for Pacific Drilling Services, Inc. ("Tax
Compliance Services").

     (b) provide routine tax advice and assistance concerning
issues as requested by the Debtors when such projects are not
covered by a separate Statement of Work and do not involve any
significant tax planning or projects ("On-Call Services").

     Tax Advisory Services

     (a) Review the application of article 52 of the Luxembourg
income tax law (ITL).

     (b) Prepare a high level computation of the net position of
all the Luxembourg companies as result of the reorganization of
the group, including impact of the application of article 52 of
the ITL or informal capital together with the losses realized on
the receivable side depending on various assumptions taken.

     (c) Luxembourg tax analysis of the closing of the US branch
of Pacific Drilling Finance Sarl as part of the "migration" of
PSA Sarl to Hungary.

     (d) Feasibility analysis on whether NOLs realized by PDSA in
connection to impairments on shareholdings could potentially be
crystallized.

EY LLP's services are intended to complement, and not duplicate,
the services to be rendered by any other professional retained by
the Debtors in these Chapter 11 Cases.  EY LLP has informed the
Debtors that it understands the Debtors have retained and may
retain additional professionals during the term of the engagement
and will use its reasonable efforts to work cooperatively with
such professionals to integrate any respective work conducted by
the professionals on behalf of the Debtors.

EY LLP's fees for Tax Compliance Services will be $26,000.

EY LLP'S current hourly rates, by level of professional, are:

     National Executive Director/
     Principal/Partner                    $895

     Executive Director/Principal/
     Partner                              $843

     Senior Manager                       $637

     Manager                              $538

     Senior                               $337

     Staff                                $205

The Debtors have agreed to reimburse EY LLP for any direct
expenses incurred in connection with EY LLP's retention in these
cases and the performance of the Services set forth in the
Engagement Letters, including all potential value added taxes
(VAT), sales taxes, and other indirect taxes.

EY LLP's direct expenses include, but are not limited to,
reasonable and customary out-of-pocket expenses for items such as
travel, meals, accommodations, and other expenses including any
taxes and related administrative costs that result from billing
arrangements that are requested by the Debtors.

EY LLP does not hold nor represent any interest materially
adverse to the Debtors' estates in the matters for which EY LLP
is proposed to be retained and is a "disinterested person," as
such term is defined in section 101(14) of the Bankruptcy Code
and as required under section 327(a) of the Bankruptcy Code.

                     About Pacific Drilling

Pacific Drilling S.A. (OTC: PACDQ), a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater
and complex well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners,
LLP, as restructuring advisor; Alvarez & Marsal Taxand, LLC as
executive compensation and benefits consultant; Ince & Co LLP and
Jones Walker LLP as special counsel; and Prime Clerk LLC as
claims and noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt,
2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PACIFIC DRILLING: Commitment Letters With Lenders Approved
----------------------------------------------------------
Pacific Drilling S.A. on Aug. 31, 2018, disclosed that it has
made progress in connection with its Chapter 11 proceedings.

On August 23, 2018, the bankruptcy court approved the Company's
entry into a commitment letter with a third-party financial
institution relating to the $700 million first lien notes
offering contemplated by the plan of reorganization.

In addition, on August 30, 2018, the bankruptcy court approved
the backstop commitment by certain members of the Company's ad
hoc group of creditors and the commitment premium payable to such
commitment parties, in each case as agreed by the parties in the
commitment agreement relating to the $300 million second lien
notes offering contemplated by the plan of reorganization.
However, the remainder of the second lien commitment agreement
and related documents referenced therein remain subject to the
ongoing review of the bankruptcy court.  The bankruptcy court
also approved the Company's implementation of the 2018 key
employee incentive plan.

                     About Pacific Drilling

Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater
and complex well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193).
The cases are pending before the Honorable Michael E. Wiles and
are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners,
LLP, as restructuring advisor; Alvarez & Marsal Taxand, LLC as
executive compensation and benefits consultant; Ince & Co LLP and
Jones Walker LLP as special counsel; and Prime Clerk LLC as
claims and noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt,
2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PACIFIC DRILLING: Subsidiary Intends to Offer $700MM Senior Notes
-----------------------------------------------------------------
Pacific Drilling S.A. ("Pacific Drilling" or the "Company") on
Sept. 6 disclosed that a special purpose wholly owned subsidiary
(the "Escrow Issuer") of the Company intends to offer $700
million aggregate principal amount of senior secured first lien
notes that mature five years following their issuance, subject to
market conditions.  The offering will be exempt from the
registration requirements of the Securities Act of 1933, as
amended (the "Securities Act").

The notes are being offered in connection with the restructuring
of Pacific Drilling as part of the First Amended Joint Plan of
Reorganization filed with the U.S. Bankruptcy Court for the
Southern District of New York on August 31, 2018 (the "Plan").
The net proceeds of the offering will be funded into an escrow
account (the "Escrow Account") established and maintained by the
Escrow Issuer.  If Pacific Drilling's proposed Plan is confirmed
and certain other conditions are satisfied on or before
December 22, 2018 (the date on which such conditions are
satisfied, the "Escrow Release Date"), the Escrow Issuer will
merge with and into Pacific Drilling and Pacific Drilling will
become the obligor under the notes.  On the Escrow Release Date,
the notes will be jointly and severally and fully and
unconditionally guaranteed on a senior secured basis by each of
Pacific Drilling's restricted subsidiaries (subject to certain
exceptions) and will be secured on a first-priority basis by
substantially all of Pacific Drilling's assets (subject to
certain exceptions).  Prior to the Escrow Release Date, the notes
will be general obligations of the Escrow Issuer, secured only by
a lien on the Escrow Account.  On the Escrow Release Date, the
net proceeds from the offering will be released from the Escrow
Account to fund a portion of the payments to creditors provided
for under the Plan.

The notes and related guarantees will be offered only to
qualified institutional buyers under Rule 144A of the Securities
Act, and to non-U.S. persons in transactions outside the United
States under Regulation S of the Securities Act.  The notes have
not been, and will not be, registered under the Securities Act
and may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and other applicable securities laws.

                    About Pacific Drilling

Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater
and complex well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193).
The cases are pending before the Honorable Michael E. Wiles and
are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners,
LLP, as restructuring advisor; Alvarez & Marsal Taxand, LLC as
executive compensation and benefits consultant; Ince & Co LLP and
Jones Walker LLP as special counsel; and Prime Clerk LLC as
claims and noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt,
2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PACIFIC DRILLING: Moody's Assigns Caa2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned ratings to Pacific Drilling
S.A., including a Caa2 Corporate Family Rating, a Caa2-PD
Probability of Default Rating, a Caa1 first lien senior secured
notes rating and a Caa3 second lien senior secured notes rating.
Moody's also assigned an SGL-3 Speculative Grade Liquidity
rating. The rating outlook is stable.

In response to the headwinds facing the offshore services
industry, near-term debt maturities and liquidity constraints
PacDrilling filed for Chapter 11 bankruptcy protection in
November 2017. On July 31, 2018 the company filed a plan of
reorganization to deleverage the company's balance sheet and
strengthen its liquidity. The reorganization plan includes
repayment of $1.1 billion of debt and equitization of $1.9
billion of debt claims, resulting in pro forma debt of $1 billion
and cash of approximately $400 million at emergence. In order to
implement the plan, the company will be raising $700 million of
first lien secured notes, $300 million of 2nd lien secured notes
and $500 million of equity through a rights offering. Proceeds
from the issuance of the secured notes will be funded into escrow
and will be released towards repayment of debt at emergence from
Chapter 11.

"PacDrilling's ratings reflect the company's relatively small
scale, weak cash flows owing to anemic industry conditions and
high recontracting risk, offset by substantially reduced debt
burden post-emergence and high quality fleet. The company will
also need to demonstrate its ability to put some rigs back to
full operational mode and back to work, and more conservative
financial policies post its emergence from bankruptcy," commented
Sreedhar Kona, Moody's Senior Analyst. "PacDrilling's adequate
liquidity position post-emergence mitigates near-term default
risk and contributes to the stable outlook."

Debt List:

Assignments:

Issuer: Pacific Drilling, S.A.

Corporate Family Rating, Assigned Caa2

Probability of Default Rating, Assigned Caa2-PD

1st lien senior secured notes rating, Assigned Caa1 (LGD 3)

2nd lien senior secured notes rating, Assigned Caa3 (LGD 5)

Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Pacific Drilling, S.A.

Outlook, assigned stable

RATINGS RATIONALE

PacDrilling's Caa2 CFR is constrained by the company's relatively
small scale with seven drillships, poor market demand and
industry overcapacity, and high financial leverage despite debt
reduction through balance sheet restructuring. Although there is
a moderate prospect of contracting additional drillships in 2019,
the company currently has one of its drillships contracted
through the third quarter of 2019 and one of its clients recently
exercised its option to contract another drillship for an
additional year of work commencing in mid-2019. Unless there is
substantial improvement in offshore sector's fundamentals,
PacDrilling will be challenged to command high dayrates and
generate significant cash margins even with the improvement in
the utilization of its drillships. The company must also
demonstrate its renewed financial discipline and execution track
record through recontracting of its drillships and positive free
cash flow generation.

PacDrilling has significantly improved its asset coverage, in
addition to reducing its financial leverage and modestly
improving interest coverage due to $1.9 billion of debt reduction
through Chapter 11 bankruptcy. The company was also able to
mitigate its near term maturity risk by extending its nearest
maturity to 2023. The company's adequate liquidity position
through significant balance sheet cash will offset the risk of
default risk from the company's inability to generate positive
free cash flow through 2019. The company benefits from a young
and a high quality fleet operated by a management team highly
experienced in the sector.

The $700 million first lien senior secured notes due 2023 are
rated Caa1, one notch above the CFR, under the Moody's Loss Given
Default methodology. The secured facility benefits from its first
lien claim on substantially all assets of PacDrilling and its
priority claim over the $300 million second lien secured notes
with a maturity after 2023. The second lien secured notes are
rated Caa3, one notch below the CFR reflecting the size of the
first lien secured notes in comparison to the second lien notes
and also the subordination of the second lien notes to the first
lien notes.

PacDrilling will maintain adequate liquidity profile as reflected
in its SGL-3 rating because of its sizable cash balance. Pro
forma, the company's emergence from Chapter 11, PacDrilling will
have approximately $400 million of cash on the balance sheet. In
the short-term, the company will not be able to generate
sufficient cash flow from its operations to meet its debt service
and capital expenditures needs. Through 2019, Moody's projects,
PacDrilling will consume approximately $110 million of balance
sheet cash to meet its liquidity needs. PacDrilling's secured
first lien and second lien notes facilities will not have any
financial maintenance covenants. The company's assets are fully
encumbered by the secured facilities limiting the ability to
raise cash through asset sales.

The ratings outlook is stable given the company's liquidity
position due to substantial balance sheet cash, which will offset
the near-term negative free cash flow.

PacDrilling's ratings could be downgraded if the company consumes
cash at a greater rate than projected and results in a
significantly deteriorated liquidity situation.

A ratings upgrade is unlikely in the near-term. PacDrilling's
ratings could be considered for an upgrade if the company is able
to contract its rigs at dayrates that result in sufficient EBITDA
to improve cash interest coverage ratio to exceed 1.0x

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology published in May
2017.

Headquartered in Luxembourg, Pacific Drilling S.A. (PacDrilling),
is a provider of high-specification deepwater drilling services
to the oil and gas industry.


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


STARFRUIT FINCO: S&P Puts Prelim. 'B-' Rating to EUR1.4BB Debt
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issue
rating to Starfruit's proposed senior unsecured debt of about
EUR1.4 billion equivalent due 2026, to be issued by co-borrowers
Starfruit Finco B.V., Starfruit US Holdco LLC, and Swedish Finco
(to be incorporated). The preliminary recovery rating on the
proposed debt is '6', reflecting S&P's expectation of negligible
recovery of 0%-10% (rounded estimate: 0%) in the event of a
payment default.

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final documentation and final terms of
the transaction. The preliminary ratings should therefore not be
construed as evidence of the final ratings. If we do not receive
the final documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not
limited to, utilization of the proceeds, maturity, size and
conditions of the facilities, financial and other covenants,
security, and ranking. The proposed structure does not, at this
stage, include any shareholder loans, preferred equity
certificates, or preference stock through the entire corporate
group structure (all the way to the shareholders, sponsor, and
fund). Were any such instruments be in the final structure and we
included them in our financial analysis, including in our
leverage and coverage calculations, we could revise the ratings."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

-- The proposed EUR1.79 billion and EUR3.32 billion U.S. dollar-
    equivalent senior secured term loan facility B due in 2025,
    and EUR750 million senior secured RCF due in 2024 have a
    preliminary recovery rating of '3' and issue rating of 'B+'
    rating based on S&P's expectation of meaningful recovery
    prospects (rounded estimate of 60%).

-- The recovery rating of '6' on the proposed EUR485 million
     senior unsecured debt due 2026 and EUR900 million U.S.
     dollar-equivalent senior unsecured debt due 2026 is based on
     S&P's view of negligible indicative recovery prospects. The
    preliminary 'B-' issue rating is two notches below the
    preliminary 'B+' issuer credit rating.

-- The preliminary ratings are supported by S&P's view of a
    fairly comprehensive security package with tangible and
    intangible personal property of the loan parties, including a
     pledge of 100% of the stock of each borrower and each
     directly and wholly owned restricted subsidiary of the loan
     parties; subject to customary exceptions and, in the case of
     non-U.S. guarantors, customary agreed security principles.

-- The guarantors include the holding company and all wholly
    owned restricted subsidiaries of the borrowers that are
     organized under the laws of the U.S., Brazil, Canada,
     Denmark, Germany, Netherlands, and Sweden. S&P notes that the
    enforceability of the guarantees may be subject to limits set
    by the local laws in several jurisdictions such as Sweden,
    Germany, and the Netherlands, which may alter the priorities
    and realizable amounts assumed in our recovery analysis.

-- S&P's hypothetical default scenario assumes intensified
     competition and slowing demand for Starfruit's products in
     key end markets, in combination with margin pressure due to
    inability to pass higher feedstock costs to customers.

-- S&P values the business as a going concern due to its leading
    market positions within several sectors of the specialty
    chemicals industry, and its assumption that it would be
    restructured post default.

Simulated default assumptions

-- Year of default: 2022
-- Jurisdiction: Netherlands

Simplified waterfall

-- Emergence EBITDA: EUR564.2 million
-- Cyclical adjustment: 5% (standard for specialty chemicals)
-- EBITDA multiple: 6x Maintenance capex: About EUR200 million,
    in line with company guidance of maintenance capex at 50%-60%
    of the planned annual expenditure of EUR400 million in 2019-
    2021
-- Gross recovery value: EUR3.3 billion
-- Net recovery value for waterfall after administrative
    expenses (5%): EUR3.2 billion
-- Estimated senior secured debt claims: EUR5.3 billion*
-- Senior secured debt recovery: 60%
-- Total collateral value available to unsecured claims: NIL
-- Total unsecured claims: EUR3.5 billion
    --Recovery rating (unsecured debt): '6' (0% recovery)

*All debt amounts include six months' prepetition interest; RCF
assumed 35% drawn at default. Capex--Capital expenditure.


===============
P O R T U G A L
===============


* PORTUGAL: S&P Puts Ratings on 55 RMBS Tranches on Watch Pos.
--------------------------------------------------------------
S&P Global Ratings placed on CreditWatch positive its credit
ratings on 55 tranches in 20 Portuguese residential mortgage-
backed securities (RMBS) transactions.

The CreditWatch placements consider S&P's updated outlook
assumptions for the Portuguese residential mortgage market.

S&P said, "Our European residential loans criteria, as applicable
to Portuguese residential loans, establish how our loan-level
analysis incorporates our current opinion of the local market
outlook. The criteria's benchmark assumptions for projected
losses assume benign starting conditions, in other words, a
positive or stable outlook on the local housing and mortgage
markets. If the starting conditions are adverse, we modify these
assumptions.

"Our current outlook for the Portuguese housing and mortgage
markets, as well as for the overall economy in Portugal, is
benign. Therefore, we revised our expected level of losses for an
archetypal Portuguese residential pool at the 'B' rating level to
1.0% from 1.7%, in line with table 80 of our European residential
loans criteria, by lowering our foreclosure frequency assumption
to 2.00% from 3.33% for the archetypal Portuguese residential
pool at the 'B' rating level.

"Following the application of our European residential loans
criteria criteria, we have placed on CreditWatch positive our
ratings on 55 tranches in 20 transactions as we need to conduct a
full analysis to determine the impact of our updated outlook
assumptions for the Portuguese residential mortgage market.

"We will seek to resolve the CreditWatch placements within the
next 90 days."

A list of Affected Ratings can be viewed at:

          https://bit.ly/2Qcn0Lw


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


CATALONIA: S&P Affirms Then Withdraws B+/B Issuer Credit Ratings
----------------------------------------------------------------
On Sept. 7, 2018, S&P Global Ratings affirmed its 'B+/B' long and
short-term issuer credit ratings on Spain's Autonomous Community
of Catalonia, then withdrew the ratings at the issuer's request.
At the time of the withdrawal, the 'B+' long-term rating was on
CreditWatch with positive implications.

As a "sovereign rating" (as defined in EU CRA Regulation
1060/2009 "EU CRA Regulation"), the ratings on the Autonomous
Community of Catalonia are subject to certain publication
restrictions set out in Art 8a of the EU CRA Regulation,
including publication in accordance with a pre-established
calendar.

Under the EU CRA Regulation, deviations from the announced
calendar are allowed only in limited circumstances and must be
accompanied by a detailed explanation of the reasons for the
deviation. In this case, the reason for the deviation is the
issuer's decision not to renew the contractual relationship with
S&P Global Ratings upon the expiration of the contract.

RATIONALE

S&P said, "At the time of the withdrawal, our ratings on
Catalonia were supported by the region's wealthy economy, and the
institutional framework governing the relations between the
central government and Spain's normal status regions, which we
view as evolving but balanced. This assessment takes into account
the strength of the liquidity support available to Spanish
regions. The ratings were constrained by Catalonia's very high
debt levels, very weak financial management, weak budgetary
performance and flexibility, and less than adequate liquidity. We
viewed the region's contingent liabilities as moderate.

"The CreditWatch positive on the long-term rating on Catalonia
reflected the possibility that we would raise our rating on
Catalonia if the region refinanced the majority of its short-term
debt with a longer-term maturity horizon, and we viewed this as
reducing the likelihood that ongoing political tension between
Catalonia's government and Spain's central government could
hinder Catalonia's ability to service its debt fully and on
time."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable. At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision. After the primary analyst gave opening remarks and
explained the recommendation, the Committee discussed key rating
factors and critical issues in accordance with the relevant
criteria. Qualitative and quantitative risk factors were
considered and discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  RATINGS LIST
  Ratings Affirmed

  Catalonia (Autonomous Community of)
   Issuer Credit Rating                   B+/Watch Pos/B
   Senior Unsecured                       B+/Watch Pos
   Commercial Paper                       B
  Ratings Withdrawn

  Catalonia (Autonomous Community of)
   Issuer Credit Rating                   NR
   Senior Unsecured                       NR
   Commercial Paper                       NR

  NR--Not rated.


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


BELL POTTINGER: UK Insolvency Service Launches Investigation
------------------------------------------------------------
Aliya Ram at The Financial Times reports that the UK insolvency
service is investigating scandal-hit public relations firm
Bell Pottinger, including its influential co-founder Lord Tim
Bell, for work in South Africa that led to the company's collapse
last year.

According to letters seen by the FT, two senior partners have
been told the UK government agency is examining potential
"breaches of duties or other misconduct" relating to their
controversial work for the Gupta family's Oakbay investment
vehicle.

"We can confirm that there is an investigation into the conduct
of former partners at Bell Pottinger," the FT quotes a
spokesperson for the insolvency service as saying.

The London PR group went into administration after a financial
collapse, when it was exposed running a campaign allegedly
stoking racial tensions in South Africa, the FT recounts.  The
campaign was run on behalf of the Indian-born Gupta brothers,
business patrons of then-president Jacob Zuma, the FT discloses.


CARILLON PLC: Unite Union Calls for Criminal Probe Into Collapse
----------------------------------------------------------------
Noor Zainab Hussain at Reuters reports that Britain's biggest
labor union on Sept. 10 called for a criminal investigation into
key individuals involved in the collapse of construction and
outsourcing company Carillion.

Carillion, which provided services in defense, education, health
and transport, collapsed in January, becoming the largest
construction bankruptcy in British history, Reuters recounts.  It
left creditors and the firm's pensioners facing steep losses and
put thousands of jobs at risk, Reuters discloses.

According to Reuters, the Unite union launched legal action
against Carillion in July on behalf of workers who were made
redundant.  It also called for a public inquiry into the collapse
in August, Reuters notes.

"There must be an immediate criminal investigation into
Carillion . . . If no laws were broken, then we need, better,
stronger laws," Reuters quotes Unite assistant general secretary
Gail Cartmail, as saying in a statement.

Unite did not name which individuals it wanted investigated, but
said it had stepped up its call following revelations "exposing
the mismanagement and highly dubious practices which led to
Carillion's collapse", Reuters relates.


DEBENHAMS PLC: Says Working with Advisers on Longer Term Options
----------------------------------------------------------------
James Davey at Reuters reports that Debenhams, the struggling
British department store chain, said on Sept. 10 it was working
on "longer term options" as it forecast profit for its full
2017-18 year within the current range of analysts' expectations.

"The board continues to work with its advisers on longer term
options, which include strengthening our balance sheet and
reviewing non-core assets," Reuters quotes Chairman Ian Cheshire
as saying.

According to Reuters, the retailer said it expected to report a
pre-exceptional pre-tax profit of around GBP33 million, (US$42.7
million), within the current market range of GBP31-GBP36.5
million, and year end net debt of about GBP320 million.

Separately, Reuters' Davey reports that shares in Debenhams hit a
record low on Sept. 10 after it widened the remit of adviser KPMG
to include examining future options for the group, including a
possible Company Voluntary Arrangement (CVA).

A spokeswoman for Debenhams said that KPMG had been an adviser to
the retailer for three years but had recently had its remit
expanded to include the examination of more radical restructuring
options, Reuters relates.

Debenhams has issued three profit warnings this year and its
shares have fallen 69%, Reuters recounts.

The company, as cited by Reuters, said in June that it might sell
non-core assets, including its Danish business, to bolster its
finances and in July it denied it was facing a cash crisis over
supplier insurance.

The group is in the second year of a turnaround plan under Chief
Executive Sergio Bucher, a former Amazon executive, focused on
closing up to 10 stores, downsizing 30 others and renegotiating
leases and rents on 25 stores up for renewal over the next five
years, Reuters notes.

However, progress has been hampered by changing shopping habits,
a squeeze on UK consumers' budgets, a shift in spending away from
fashion towards holidays and entertainment, as well as intense
online competition, Reuters states.



                            *********

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

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

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


                            *********


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

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

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

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

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

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


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