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

                           E U R O P E

         Wednesday, December 26, 2018, Vol. 19, No. 254


                            Headlines


F R A N C E

SOLOCAL GROUP: Moody's Alters Outlook on B3 CFR to Negative


G E R M A N Y

ACETOW: S&P Cuts LT Issuer Credit Rating B, Outlook Stable
AENOVA HOLDING: S&P Affirms B- Issuer Credit Rating, Outlook Neg.


I R E L A N D

ARMADA EURO III: Moody's Rates EUR10MM Class F Notes 'B2'
BLACKROCK EUROPEAN VII: Moody's Rates Class F Notes 'B2'
BLACKROCK EUROPEAN VII: Fitch Assigns B- Rating to Class F Debt
CVC CORDATUS XII: Moody's Rates EUR12MM Class F Notes 'B2'
CVC CORDATUS XII: Fitch Rates EUR12MM Class F Debt 'B-'


I T A L Y

RIVIERA NPL: Moody's Rates EUR30MM Class B Notes 'Ca'


L U X E M B O U R G

PLACIN SARL: Moody's Alters Outlook on B2 CFR to Negative


P O L A N D

GETIN NOBLE: Moody's Cuts Deposit Ratings to B2, Outlook Neg.


S P A I N

DISTRIBUIDORA INTERNACIONAL: S&P Cuts ICR to 'CCC+', Outlook Neg.
GRUPO ALDESA: Moody's Lowers CFR to B3, Outlook Stable
VALENCIA HIPOTECARIO 2: Fitch Affirms CCC Rating on Class D Debt


S W E D E N

SAMHALLSBYGGNADSBOLAGET: Moody's Alters Outlook on B1 CFR to Pos.


S W I T Z E R L A N D

CLARIANT AG: Moody's Alters Outlook on Ba1 CFR to Positive


T U R K E Y

FLEETCORP OPERASYONEL: S&P Withdraws 'D' Issuer Credit Ratings


U K R A I N E

FERREXPO PLC: Fitch Raises Long-Term IDR to B+, Outlook Stable


U N I T E D   K I N G D O M

CARPETRIGHT PLC: Hedge Funds Circle, Lenders Aim to Cut Exposure
INTERSERVE PLC: Reaches Deal with Lenders to Defer Debt Payment
MG ROVER: Former Staff Set to Get Payout Years Following Collapse
THOMAS COOK: Gets Additional Breathing Space From Lenders

TOGETHER FINANCIAL: Fitch Affirms BB LT IDR, Outlook Stable
TRAVELPORT LIMITED: Moody's Puts B1 CFR on Review for Downgrade
* UK: Corporate Failures to Continue to Rise Next Year


                            *********



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F R A N C E
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SOLOCAL GROUP: Moody's Alters Outlook on B3 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on the ratings of Solocal Group S.A., the largest
provider of local media advertising in France. Concurrently,
Moody's has affirmed the company's B3 corporate family rating and
B3-PD probability of default rating, as well as the B3 rating on
the EUR398 million senior secured notes due 2022 issued by
Solocal.

"The decision to change the outlook on Solocal's ratings to
negative reflects the pressures that the company's liquidity
profile will face over the next 12 to 18 months," says V°ctor
Garc°a Capdevila, Moody's lead analyst for Solocal. "The large
restructuring cash outflows required to implement the new
strategic plan will weaken the company's liquidity, and in the
absence of committed external credit facilities, its liquidity
will be tight in the second half of 2019," adds Mr Garc°a.

RATINGS RATIONALE

The new management team announced in February 2018 a new
strategic business plan to transform the offer and operational
structure of the company, called Solocal 2020. This business plan
is aimed at developing a better quality of recurring EBITDA over
the period to 2020. Operational reorganisation is expected to
deliver cost savings of EUR120 million by 2020 which will offset
the reduction in earnings from the final wind-down of print and
the transition of the business to recurring subscription and
cloud-based services, which have a structurally lower margin. The
plan included associated restructuring costs of EUR180 million,
out of which approximately EUR140 million will be paid in 2019,
with a high concentration in Q3 2019, when restructuring costs
cash-out will reach EUR74 million.

Moody's expects Solocal's recurring EBITDA in 2018 to be broadly
flat year-on-year at around EUR170 million, after the adoption of
IFRS 15, but exposure to growth digital markets and cost savings
should drive earnings growth thereafter. Moody's base case
scenario assumes recurring EBITDA growth in the high single digit
range in 2019.

However, Moody's estimates that internal cash flow generation
over the next 12-18 months and existing cash balances might not
be sufficient to fund the large restructuring cash outflows
associated with the implementation of Solocal 2020. If the
company is unable to secure some form of external liquidity
sources in the coming months, its liquidity will be very tight
towards the end of 2019.

Under the bond documentation, the company has flexibility to
raise up to EUR10 million in working capital facilities, up to
EUR50 million in asset-backed financing, and up to EUR50 million
in bilateral or revolving credit facilities. While Moody's
understands that the company is currently exploring all these
options, none of them have materialised yet.

Moody's also notes that Solocal's EUR398 million senior secured
notes are rated B3, at the same level as the CFR, as they form
the single tranche of financial debt in the capital structure.
However, downward pressure on the notes' rating could arise if
the company raised additional credit facilities that rank ahead
of the notes in the capital structure.

Solocal's B3 rating reflects (1) the company's leading position
in the French digital market; (2) its well invested technology
platform; (3) access to multiple consumer channels; (4) deep
relationships and partnerships with leading digital portals; (5)
growth opportunities in digital marketing and data monetization;
and (6) relatively low Moody's adjusted leverage at 3.5x in the
last 12 months to June 2018.

The B3 rating also considers (1) execution risk of the new
business plan, with a transition to higher quality recurring
revenue and the delivery of a significant cost savings plan by
2020; (2) the high rates of client churn; (3) the continuing
transition from print to digital, now in its final phase; (4)
expectations of negative free cash flow generation in 2019; (5)
the lack of a committed revolving credit facility to provide
additional liquidity; and (6) the need to develop a track record
of earnings growth.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook is based on Moody's expectation that
liquidity will be very weak over the next 12-18 months as a
result of the significant restructuring cash outflows associated
with the implementation of the new business plan. Given that the
liquidity profile will be tight in 2019, there is little headroom
for deviation in terms of operating performance.

The negative outlook also reflects the potential for downward
pressure on the senior secured notes rating if the company raised
additional credit facilities that rank ahead of the notes in the
capital structure.

WHAT COULD MOVE THE RATING UP/DOWN

Downward pressure could result from: (1) failure to raise
additional liquidity sources over the coming months, that help
alleviate the pressure on Solocal's liquidity profile; (2) a
deterioration in operating performance in 2019, (3) Moody's
adjusted debt above 4.0x; and (4) negative free cash flow beyond
2019.

Given the negative outlook, upward pressure on the rating is
unlikely in the next 12-18 months. However, the rating could be
stabilised if the company raised sufficient liquidity sources to
alleviate liquidity pressures in 2019, and there is evidence that
the company's operating performance shows signs of improvement.

Upward pressure on the rating may arise over the medium term if
Solocal (1) delivers on its new business plan, growing EBITDA by
at least a high single digit in 2019; (2) Free Cash Flow/Net Debt
exceeds 7.5%; (3) Moody's adjusted leverage is sustained below
3.0x; and (4) liquidity management is improved.

LIST OF AFFECTED RATINGS

Affirmations:

  LT Corporate Family Rating, Affirmed B3

  Probability of Default Rating, Affirmed B3-PD

  Senior Secured Regular Bond/Debenture, Affirmed B3

Outlook Actions:

  Outlook, Changed To Negative From Stable



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G E R M A N Y
=============


ACETOW: S&P Cuts LT Issuer Credit Rating B, Outlook Stable
----------------------------------------------------------
S&P Global Ratings said that it lowered to 'B' from 'B+' its
long-term issuer credit ratings on BCP VII Jade Holdco (Cayman)
Ltd. and BCP VII Jade Topco (Cayman) Ltd., together Acetow.
Acetow is a Freiburg-based producer of cellulose acetate flakes
and acetate tow for cigarette filters. The outlook on both
entities is stable.

S&P said, "We also lowered our issue rating on Acetow's senior
secured debt to 'B' from 'B+'. The senior secured debt includes a
EUR565 million term loan B and EUR65 million revolving credit
facility (RCF). The recovery rating remains '3', indicating our
expectation of meaningful recovery prospects (50%-70%; rounded
estimate: 55%) in the event of a hypothetical default.

"The downgrade reflects Acetow's EBITDA performance being
significantly below our previous expectations year to date and
our now lower EBITDA expectations for 2018, resulting in
materially weaker credit metrics. The weaker performance is
largely due to the low price environment for acetate tow in 2018,
reflecting intense competition among producers, moderate
overcapacities across the industry, and the highly consolidated
nature of the tobacco and cigarette manufacturing industry.
Volume allocation has been unfavorable to Acetow, because of
limited bargaining power and high customer concentration. Because
we now view Acetow as highly sensitive to hard-to-predictable
volume and price developments, we now consider its business risk
profile to be weak, compared with fair previously.

"We now forecast about EUR95 million EBITDA for 2018, compared
with EUR76 million over the first nine months of the year. This
is materially below our previous forecast and last year's
performance. Sales so far in 2018 have declined over 20% on the
back of weak pricing and lost volumes for both filter tow and
flakes. Prices across the industry have been driven down by
moderate oversupply, and we still consider the cigarette market
to be in a slight long-term decline, although conditions across
regions vary. Contracting terms have also been unfavorable to
Acetow, in our view, reflecting price competition, limited
product differentiation across acetate tow producers, and the
ease of switching suppliers. Acetow has notably lost one major
customer, which allocated volumes to Celanese after the failed
merger in early 2018. Contracting for 2019 leads us to forecast
only moderate growth in volumes next year versus 2018.

"Conversely, we consider that prices have stabilized in recent
months, although at low levels. This reflects that, despite some
regional overcapacities, utilization rates are currently fairly
high across the industry, justifying potential modest upward
pressure on prices for 2019. We estimate that Acetow should
capture at least part of these price improvements in 2019, as
past signed contracts mature. Importantly we also consider that
EBITDA margin levels (around 25% in 2018-2019) remain very high
for a commodity chemicals producer in a pressurized market.
Similarly, we factor in that, given the relatively limited
capital intensity of the business, free cash flow remains largely
positive even in the current downcycle environment."

In S&P's base case, it assumes:

-- About 95-96 thousand tons (kt) of filter tow sales in 2018,
    and mostly above 95-97 kt in 2019.

-- An average filter tow price of EUR4.00 per kilogram (/kg) in
     2018, and EUR4.05/kg-EUR4.10/kg in 2019, although this
     depends on foreign exchange rates.

-- The group's EBITDA margin remaining at about 25%.

-- Capital expenditures (capex) of about EUR25 million per year
    on a recurring basis.

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

-- Adjusted EBITDA of about EUR95 million in 2018, rising toward
    EUR105 million-EUR110 million in 2019, in which S&P does not
     add back one-off costs estimated at EUR5 million-EUR10
     million for 2019.

-- Free cash flow of about EUR20 million-EUR35 million in 2018-
    2019.

-- Adjusted debt to EBITDA of about 7.0x in 2018, improving to
    about 6.5x in 2019.

S&P said, "The stable outlook reflects our expectation that
Acetow's operational performance will improve slightly in 2019 on
the back of price stabilization, contract visibility, and
positive free cash flow. This factors in adjusted debt to EBITDA
improving toward 6.5x, versus the peak 7.0x in 2018 that we
anticipate. We consider a 5.5x-6.5x range as commensurate with
the rating, together with continued positive free cash flow,
adequate liquidity, and covenant headroom."

A negative rating action could stem from rapidly declining
cigarette sales and volumes, or a downturn in Acetow's end
markets either from health and environmental concerns in mature
markets or from slowing consumption in emerging markets. Key
risks also include supply and demand in filter tow markets, and
customer concentration. S&P would consider a downgrade if
Acetow's EBITDA fails to improve such that adjusted debt to
EBITDA were about 6.5x in 2019. Pressure would also arise from
lack of free cash flow or deteriorating liquidity.

Ratings upside could stem from more a supportive price and volume
environment for cigarettes and filters, translating into higher-
than-expected earnings growth, continuously positive free cash
flow of at least EUR60 million, and debt to EBITDA about 4.5x-
5.5x in the coming two years. Further deleveraging, on the back
of a consistent application of excess cash flows to gross debt
reduction, could also lead to an upgrade.


AENOVA HOLDING: S&P Affirms B- Issuer Credit Rating, Outlook Neg.
-----------------------------------------------------------------
Aenova Holding GmbH (Aenova) is showing improving operating
results following the completion of its transformation roadmap,
and S&P forecasts the group will post adjusted margins around
12%-13% in 2018, up from about 11.0%-11.5% in 2017, thanks to
lower restructuring costs and a reduction in operating costs.

Considering the operating difficulties the company had faced up
until the beginning of 2018, ongoing positive momentum will be
key in 2019 especially as the group faces substantial debt
maturities (EUR550 million of a term loan and a revolving credit
facility [RCF]) in September 2020.

S&P said, "We are therefore affirming our 'B-' issuer credit
rating on Aenova, the 'B-' issue ratings on the EUR500 million
secured term loan B and EUR50 million RCF, and the 'CCC' issue
rating on the EUR139 million subordinated debt. We revising our
recovery rating on the EUR500 million secured term loan B and
EUR50 million RCF loan to '3' from '4'."

The negative outlook reflects Aenova's limited headroom for
operational disruptions over the next year, considering any
setbacks could compromise its ability to successfully refinance
its senior debt and put pressure on its liquidity position.

The affirmation reflects Aenova's improving operating performance
in the first nine months of 2018. The group finished implementing
its three-year restructuring plan in the summer of 2018, which
was put in place to rationalize manufacturing processes after the
complex integration of previous acquisitions.

S&P has therefore revised upward its base case for 2018 and 2019.
For the full year 2018, S&P now anticipates adjusted EBITDA
margins of close to 12%-13%, about 150-200 bps higher than last
year, and higher than we previously anticipated. The improvement
mostly stems from lower restructuring costs and a meaningful
reduction of operating costs (11% lower than the previous year in
September 2018), driven by reduced personnel costs and lower
legal, regulatory, and consulting fees.

In addition, S&P now expects the group to generate marginally
negative free operating cash flow (FOCF) for full-year 2018, an
improvement from its previous assumption of materially negative
FOCF. This is thanks to higher EBITDA and slightly lower capital
expenditure (capex).

The group also improved its short-term liquidity position by
selling its EVP business (private label) for about EUR40 million
cash proceeds in November, and used it to repay about EUR32
million on its EUR50 million outstanding RCF, which slightly
improves our debt leverage assessment.

However, the group's EUR550 million senior debt is due in
September 2020. Even though it has posted positive operating
performance in the last nine months, S&P considers its positive
track record of turnaround is still quite short, especially in
light of the liquidity pressures experienced in 2017 and early
2018 -- which resulted in equity injection from the sponsor.

S&P said, "We therefore consider continuing improvements in
EBITDA and cash flow generations in 2019 as important factors for
the current rating level. This should enable the group to reduce
its leverage, further improve its liquidity, and place it in a
more comfortable position to refinance its upcoming maturities.

"We believe that the group faces a challenging 2019. Despite
EBITDA generation outperformance, compared to budget, sales
performance for the first nine months of 2018 came in below
budget, mostly due to footprint reorganisation activities. The
contract, developing, and manufacturing (CDMO) market is price-
competitive and, despite positive global outsourcing trends from
the pharmaceutical and consumer healthcare industries, we believe
it is crucial that Aenova continues investing and keeping up with
market trends to maintain its leading European position. For
example the group is currently investing in the expansion of its
soft gelatin capsule manufacturing facility in Romania, having
identified the segment as growing. We believe that its capacity
to keep investing in the most relevant segments may come under
pressure in case of disruption to its operational performance.

"The negative outlook reflects our view that Aenova has limited
headroom for operational disruptions in the next 12 months,
considering that any setbacks could compromise its ability to
successfully refinance its senior debt due in September 2020. In
addition, any operational setback could weaken its liquidity
position, thereby compromising its ability to invest in necessary
capital investment projects to maintain its competitive position.

"We could lower our rating if Aenova experienced setbacks in its
operational recovery in 2019, such that adjusted EBITDA margins
decreased to close to 10% and FOCF was materially negative. This
would, in our view, heighten refinancing risk of its senior debt,
which may lead us to consider its capital structure as
unsustainable. The group would most likely record funds from
operations (FFO) cash interest coverage below 1.5x and liquidity
pressure under these circumstances. We believe this could be the
result of unexpected higher restructuring costs, supply chain
disruptions, or contract losses and weaker market demand for its
clients' products.

"We could revise the outlook to stable if Aenova delivered EBITDA
levels that resulted in S&P Global Ratings-adjusted leverage
falling comfortably below 9.0x (isolating non-common equity
instruments) while recording positive FOCF. This would support an
orderly refinancing of the 2020 debt maturity. The group would
most likely record adjusted EBITDA margins above 12% and have
limited exceptional costs in this case. In addition, we would
need the group to be able to comfortably meet its liquidity
needs, without the need for equity support from its owners, or
extraordinary activities such as asset sales or capex
reductions."



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I R E L A N D
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ARMADA EURO III: Moody's Rates EUR10MM Class F Notes 'B2'
---------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to eight classes of notes issued by
Armada Euro III Designated Activity:

EUR2,000,000 Class X Senior Secured Floating Rate Notes due 2031,
Definitive Rating Assigned Aaa (sf)

EUR218,000,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR30,000,000 Class A-2 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR35,000,000 Class B Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR27,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Baa3 (sf)

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

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes reflect the risks
from 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 considers that the collateral manager Brigade Capital
Euro Management LLP has sufficient experience and operational
capacity and is capable of managing this CLO.

Armada Euro III is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior obligations and up to
10% of the portfolio may consist of unsecured senior loans,
unsecured senior bonds, second lien loans, mezzanine obligations
and high yield bonds. At closing, the portfolio is expected to be
approximately 50% ramped up 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.

Brigade Capital 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 approximately
four-years reinvestment period. Thereafter, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from the sale of credit risk obligations,
and are subject to certain restrictions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 and A-2
Notes. The Class X Notes amortise by EUR 250,000 over the first
eight payment dates.

In addition to the eight classes of notes rated by Moody's, the
Issuer issued EUR2.00m of Class Z notes and EUR40.40M 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.

The Credit Ratings of the notes issued by Armada Euro III were
assigned in accordance with Moody's existing Methodology entitled
"Moody's Global Approach to Rating Collateralized Loan
Obligations" dated August 31, 2017. Please note that on November
14, 2018, Moody's released a Request for Comment, in which it has
requested market feedback on potential revisions to its
Methodology for Collateralized Loan Obligations. If the revised
Methodology is implemented as proposed, the Credit Rating of the
notes issued by Armada Euro III may be neutrally affected. Please
refer to Moody's Request for Comment, titled "Proposed Update to
Moody's Global Approach to Rating Collateralized Loan
Obligations" for further details regarding the implications of
the proposed Methodology revisions on certain Credit Ratings.

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager'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:

Target Par Amount: EUR 400,000,000.00

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 43.75%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC below "A3" cannot exceed 5% and
obligors cannot be domiciled in countries with LCC below "Baa3".


BLACKROCK EUROPEAN VII: Moody's Rates Class F Notes 'B2'
--------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by BlackRock
European CLO VII Designated Activity Company:

EUR240,000,000 Class A Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR30,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR18,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Definitive Rating Assigned Aa2 (sf)

EUR7,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR20,000,000 Class C-2 Senior Secured Deferrable Fixed Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR23,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Baa3 (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Ba2 (sf)

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

RATINGS RATIONALE

Moody's definitive ratings of the rated notes reflect the risks
from 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 considers that the collateral manager BlackRock
Investment Management Limited has sufficient experience and
operational capacity and is capable of managing this CLO.

The Issuer 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 80% ramped as of the closing date
and to comprise of predominantly 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.

BlackRock IM 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 4.6-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk, and are subject to certain restrictions.

In addition to the eight classes of notes rated by Moody's, the
Issuer has issued EUR39.25 million of Subordinated Notes which
are not 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.

The credit ratings of the notes issued by BlackRock European CLO
VII Designated Activity Company were assigned in accordance with
Moody's existing methodology entitled "Moody's Global Approach to
Rating Collateralized Loan Obligations" dated August 31, 2017.
Please note that on November 14, 2018, Moody's released a Request
for Comment, in which it has requested market feedback on
potential revisions to its methodology for collateralized loan
obligations. If the revised methodology is implemented as
proposed, the credit ratinsg of the notes issued by BlackRock
European CLO VII Designated Activity Company may be neutrally
affected.

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager'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: 48*

Weighted Average Rating Factor (WARF): 2,800

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 42.5%

Weighted Average Life (WAL): 8.5 years

  * The covenanted base case diversity score is 49, however
Moody's has assumed a diversity score of 48 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 addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.


BLACKROCK EUROPEAN VII: Fitch Assigns B- Rating to Class F Debt
---------------------------------------------------------------
Fitch Ratings has assigned BlackRock European CLO VII Designated
Activity Company ratings as follows:

EUR240 million Class A: 'AAAsf'; Outlook Stable

EUR30 million Class B-1: 'AAsf'; Outlook Stable

EUR18 million Class B-2: 'AAsf'; Outlook Stable

EUR7 million Class C-1: 'Asf'; Outlook Stable

EUR20 million Class C-2: 'Asf'; Outlook Stable

EUR23 million Class D: 'BBB-sf'; Outlook Stable

EUR22 million Class E: 'BBsf'; Outlook Stable

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

EUR39.25 million subordinated notes: 'NRsf'

The transaction is a cash flow collateralised loan obligation
(CLO). Net proceeds from the issue of the notes, expected to
amount to EUR401.7 million, are being used to purchase a
portfolio with a target par of EUR400 million. The portfolio is
primarily made up of European senior secured loans (at least 96%)
with a component of senior unsecured, mezzanine, and second-lien
loans.

The portfolio is actively managed by BlackRock Investment
Management (UK) Limited. The CLO envisages a 4.6-year
reinvestment period (scheduled to end on July 15, 2023) 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' category. The weighted average rating factor (WARF) of
the identified portfolio is 31.

High Recovery Expectations

At least 96% 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 64.3%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors is 23% of
the portfolio balance. The manager can elect any exposure between
16% and 23% and then interpolate between the two Fitch test
matrices. 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 4.6-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.

Limited Interest-Rate Risk

Up to 12.5% of the portfolio can be invested in fixed-rate
assets, while fixed-rate liabilities represent 9.5% of the target
par. This fixed-rate bucket covenant partially mitigates interest
rate risk. Fitch modelled both 0% and 12.5% fixed-rate buckets
and found that the rated notes can withstand the interest rate
mismatch associated with each scenario.

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 interest waterfall
structure than the market standard waterfall. Deferred interest
is paid after coverage tests have been 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.


CVC CORDATUS XII: Moody's Rates EUR12MM Class F Notes 'B2'
----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to the notes issued by CVC Cordatus
Loan Fund XII Designated Activity Company:

EUR1,600,000 Class X Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aaa (sf)

EUR242,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR6,000,000 Class A-2 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR17,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR12,200,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR15,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned A2 (sf)

EUR24,100,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

EUR23,700,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive rating of the rated notes reflect the risks
from 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 considers that the collateral manager CVC Credit Partners
European CLO Management LLP has sufficient experience and
operational capacity and is capable of managing this CLO.

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

CVC Credit Partners 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 roughly four and
a half year reinvestment period. Thereafter, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit impaired obligations
or credit improved obligations, and are subject to certain
restrictions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 Notes. The
Class X Notes amortise by 12.5% or EUR 200,000 over the first 8
payment dates starting on the 2nd payment date.

Interest and principal payments due to the Class A-2 Notes are
subordinated to interest and principal payments due to the Class
X Notes and the Class A-1 Notes. The Class X and Class A-1 Notes'
payments are pro rata and pari passu.

In addition to the ten classes of notes rated by Moody's, the
Issuer issued EUR35 million of Class M-1 Subordinated Notes and
EUR1 million of Class M-2 Subordinated Notes which are not rated.
The Class M-2 Notes accrue interest in an amount equivalent to a
certain proportion of the weighted average aggregate collateral
balance during the related due period.

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.

This CLO has also access to a liquidity facility of up to EUR2
million that an external party provides for four years (subject
to renewal by one or two years). Drawings under the liquidity
facility are allowed to pay interest in the waterfall and are
reimbursed at a super-senior level.

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.

The Credit Ratings of the notes issued by CVC Cordatus Loan Fund
XII Designated Activity Company were assigned in accordance with
Moody's existing Methodology entitled "Moody's Global Approach to
Rating Collateralized Loan Obligations" dated August 31, 2017.
Please note that on November 14, 2018, Moody's released a Request
for Comment, in which it has requested market feedback on
potential revisions to its Methodology for Collateralized Loan
Obligations. If the revised Methodology is implemented as
proposed, the Credit Rating of the notes issued by CVC Cordatus
Loan Fund XII Designated Activity Company may be neutrally
affected.

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager'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): 2800

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.


CVC CORDATUS XII: Fitch Rates EUR12MM Class F Debt 'B-'
-------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XII Designated
Activity Company ratings, as follows:

EUR1.6 million Class X: 'AAAsf'; Outlook Stable

EUR242 million Class A-1: 'AAAsf'; Outlook Stable

EUR6 million Class A-2: 'AAAsf'; Outlook Stable

EUR17 million Class B-1: 'AAsf'; Outlook Stable

EUR20 million Class B-2: 'AAsf'; Outlook Stable

EUR12.2 million Class C-1: 'Asf'; Outlook Stable

EUR15 million Class C-2: 'Asf'; Outlook Stable

EUR24.1 million Class D: 'BBB-sf'; Outlook Stable

EUR23.7million Class E: 'BB sf'; Outlook Stable

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

EUR36 million subordinated notes: 'NRsf'

CVC Cordatus Loan Fund XII Designated Activity Company is a
securitisation of mainly senior secured loans (at least 90%) with
a component of senior unsecured, mezzanine, and second-lien
loans. A total note issuance of EUR409.6 million is used to fund
a portfolio with a target par of EUR400 million. The portfolio is
managed by CVC Credit Partners European CLO Management LLP. 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 33.75.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
identified portfolio is 65.2%,.

Limited Interest Rate Exposure

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.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the ratings is 23% 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 39%. 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.

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 five notches for the rated notes.



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


RIVIERA NPL: Moody's Rates EUR30MM Class B Notes 'Ca'
-----------------------------------------------------
Moody's Investors Service has assigned definitive long-term
credit ratings to the following notes issued by Riviera NPL
S.r.l.:

  EUR175,000,000 Class A Asset Backed Floating Rate Notes due
  July 2036, Assigned Baa3 (sf)

  EUR30,000,000 Class B Asset Backed Floating Rate Notes due July
  2036, Assigned Ca (sf)

Moody's has not assigned any rating to the EUR 10,000,000 Class J
Asset Backed Floating Rate and Variable Return Notes due July
2036, which are also issued at the closing of the transaction.

This transaction is backed by non-performing loans originated by
Banca Carige S.p.A. ("Banca Carige"; Caa1) and its subsidiary,
Banca del Monte di Lucca S.p.A. ("BML"; NR). Banca Carige has
originated one other NPL transaction rated by Moody's: Brisca
Securitisation S.r.l. In this second transaction, Banca Carige
contributes around 97% of the underlying pool and the rest is
being originated by BML. The assets supporting the notes are NPLs
with a gross book value of around EUR 964 million as of the cut-
off date, comprising also collections since the cut-off date,
December 2017, to the transfer date totaling around EUR 11.8
million.

The portfolio will be serviced by Credito Fondiario S.p.A. ("CF";
NR) as master and special servicer and Italfondiario S.p.A.
("IF"; NR) as special servicer. The servicing activities
performed by CF and IF are monitored by the monitoring agent,
Zenith Service S.p.A. (NR). Securitisation Services S.p.A.
("SECS"; NR) has been appointed as back-up servicer facilitator
at closing and will step in to take over the role of master
servicer in case the servicing agreement is terminated. To ensure
payment continuity over the transaction's lifetime, the
transaction documents incorporate estimation language according
to which the calculation agent, SECS, will prepare the payment
report based on estimates if the semi-annual servicer report is
not available.

RATINGS RATIONALE

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

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

The key drivers for the estimates of the collections and their
timing are: (i) the historical data received from the servicer
and the Originators, which shows the historical recovery rates
and timing of collections for secured and unsecured loans; (ii)
loans representing around 52% of the GBV are unsecured loans,
while the remaining 48% of the GBV are secured loans, whereof
about 9% in terms of GBV are secured with a second or lower
ranking lien; (iii) of the secured loans, 41% are backed by
residential properties, and the remaining 59% by different types
of non-residential properties; (iv) in terms of GBV, 21% of the
cases are bankruptcies, which usually take a significantly longer
time to go through the legal system than a foreclosure (38%)
whilst 41% of the cases have not started to date (and are
classified as pre-bankruptcy); (v) top ten borrowers accounting
for approximately 21.2% of the GBV; and (vi) benchmarking with
comparable Italian NPLs transactions.

Hedging: As the collections from the pool are not directly
connected to a floating interest rate, a higher index payable on
the notes would not be offset with higher collections from the
pool. The transaction benefits from an interest rate derivative
featuring an interest rate cap on the underlying six-month
EURIBOR, with J.P. Morgan AG (Aa1(cr)/P-1(cr)) acting as cap
counterparty. The notional amounts of the interest rate cap are
equal to the outstanding balance of the Class A notes initially
and then amortizing with pre-defined amounts. The cap will have a
strike of 0.30% over the lifetime of the transaction.

Transaction structure: The transaction benefits from an
amortising Cash Reserve equal to 4.0% of the Class A notes
balance (the equivalent of EUR 7 million initially), which has
been funded through a limited recourse loan provided by the
Originators at closing. The Cash Reserve is replenished after the
interest payments on the Class A notes, and covers Class A notes'
interest and more senior items. At the strike rate of the cap,
the Cash Reserve would be sufficient to cover around 12 months of
interest on the Class A notes and more senior items.

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

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

Factors that may lead to an upgrade of the ratings include, that
the recovery process of the defaulted loans produces
significantly higher cash flows in a shorter time frame than
expected. Factors that may cause a downgrade of the ratings
include, significantly less or slower cash flows generated from
the recovery process compared with its expectations at close, due
to either a longer time for the courts to process the
foreclosures and bankruptcies and/or a change in economic
conditions from its central scenario forecast or idiosyncratic
performance factors. For instance, should economic conditions be
worse than forecasted, falling property prices the sale of the
properties would generate less cash flows for the Issuer or it
would take a longer time to sell the properties, and in addition,
the weaker economic conditions could make it harder to recover
the unsecured loans and all these factors 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.



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


PLACIN SARL: Moody's Alters Outlook on B2 CFR to Negative
---------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on the B2 corporate family rating and B2-PD probability
of default rating of Placin S.a.r.l., a holding company owner of
international berries operator Planasa SA. At the same time,
Moody's has affirmed these ratings, as well as the B2 rating
assigned to the EUR195 million senior secured Term Loan B and the
EUR40 million senior secured revolving credit facility, both
borrowed by Placin S.a.r.l.

RATINGS RATIONALE

The decision to change the outlook on Planasa's ratings to
negative reflects the slower EBITDA growth and pace of
deleveraging compared to Moody's expectations at the time of the
rating assignment in January 2018, mainly due to higher costs
incurred by the company in the implementation of its expansion
plan.

Despite the mid to high single-digit topline growth rate in 2018
and the improvement in profitability after a temporary decline in
2017, the uplift in EBITDA has been constrained by higher than
expected expense items -- mainly advisory and ramp up costs for
the launch of new nurseries -- which has resulted in a deviation
from the assumptions initially factored into the B2 ratings and
stable outlook.

Based on Moody's revised estimates, company-reported EBITDA (and
including advisory and other one-off costs) in the 12 months to
December 2018 will likely be lower than EUR40 million, implying
that the Moody's-adjusted gross debt to EBITDA ratio (i.e.
including the standard operating lease adjustment) may reach
6.0x, which exceeds the rating agency's 5.5x guidance for a
possible downgrade. This compares to Moody's initial expectations
that adjusted leverage would decline to 4.5x and 4.0x by 2018 and
2019, respectively.

Moody's expects Planasa's revenue will continue to increase by
mid to high single-digit percentage rates, driven primarily by
the strawberry and raspberry nursery activities. This reflects
the company's committment to delivering on the key objectives of
its expansion plan, namely the broadening of its product
portfolio, greater geographical diversification of revenue and
increased vertical integration. However, the earnings decline in
2017 and the slowdown in EBITDA growth during 2018 provide
evidence that there are significant challenges associated with
rapid growth, such as the need to balance the scale-up of small
existing operations with the dilutive effect that expansion has
on profit margins during the ramp-up phase.

As such, Moody's highlights that Planasa's deleveraging
trajectory may be significantly delayed, especially in light of
the modest scale of operations and the M&A risk entailed in the
company's plan to increase vertical integration by expanding
distribution capabilities.

The B2 CFR remains however supported by Planasa's (1) high
profitability, underpinned by the strong position in the upstream
segment of the value chain; (2) extensive expertise and know-how
in the nursery business; (3) strategic presence in key
geographies and high-growth markets; (4) positive industry demand
dynamics in the berries market in the medium term; and (5)
adequate liquidity, with existing cash balance and operating cash
flow covering for all company's cash requirements over the next
18 months.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risk that Planasa's credit
metrics may remain outside of Moody's guidance for the assigned
B2 ratings during 2019, because of risks, including M&A,
associated with the execution of the company's business plan. At
this point the outlook also reflects the expectation that the
company's liquidity will remain adequate.

WHAT COULD CHANGE THE RATING UP/DOWN

Downward rating pressure could occur if operating performance
weakens leading to (1) Moody's adjusted gross debt/EBITDA
remaining above 5.5x or if free cash flow generation stays
negative leading to a material deterioration in the company's
liquidity profile.

A positive rating action is unlikely at this stage in light of
the negative outlook. Over time, positive rating pressure could
develop if the company successfully executes on its growth
strategy such that earnings growth leads to (1) Moody's adjusted
gross debt to EBITDA decreasing sustainably below 4.0x; and (2)
free cash flow to net debt rising above 5.0%.

The principal methodology used in these ratings was Global
Protein and Agriculture Industry published in June 2017.

Headquartered in Navarra, Spain, Planasa is an international
operator in the berries market. The company's main activities are
the breeding and nursery of berries and the sale of seeds and
plants to berry growers. Planasa's activities also include fresh
production and sale to end-customers. It is present in eleven
countries through 17 facilities covering over 4,000 hectares of
land. In 2017, Planasa generated revenues of EUR131 million and a
pro-forma EBITDA (as reported by the company) of EUR34 million
(2016: EUR109 million and EUR33 million, respectively).

Planasa is majority-owned (65%) by private equity firm Cinven,
which acquired the company in October 2017. The Chief Executive
Officer Alexandre Darbonne, former owner of the company, holds
the remaining non-controlling share (35%) of Planasa's capital.



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P O L A N D
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GETIN NOBLE: Moody's Cuts Deposit Ratings to B2, Outlook Neg.
-------------------------------------------------------------
Moody's Investors Service has downgraded Getin Noble Bank S.A.'s
long-term local and foreign currency deposit ratings to B2 from
B1, its long-term local and foreign currency Counterparty Risk
Rating to B1 from Ba3, its long-term Counterparty Risk Assessment
to B1(cr) from Ba3(cr) and its baseline credit assessment and
adjusted BCA to caa1 from b3. The bank's short-term Not Prime
deposit ratings and CRR and Not Prime(cr) CRA are affirmed. The
outlook on the long-term deposit ratings has been changed to
negative from rating under review. The rating action concludes
GNB's ratings review initiated on October 10, 2018.

The rating action was prompted by GNB's Q3 2018 financial
results, published on November 28, 2018, as well as Moody's
assessment of recent market developments around the bank and
their negative implications for GNB's financial fundamentals. GNB
reported a reduction in its capital shortfall and reported a
smaller loss in Q3 2018 than in the previous quarters of this
year. However, the bank became the subject of negative newsflow
in the second half of November. Moody's understands that this
negative newsflow resulted in a withdrawal of significant amount
of customer deposits from GNB during this period. According to
GNB the situation has largely stabilised and the Polish central
bank has announced its readiness to provide GNB with liquidity
support if needed. Nonetheless, the rating agency believes that
these developments could have weakened customers' and investors'
confidence in GNB, which is under increasing pressure to recover
its profitability and capital adequacy.

RATINGS RATIONALE

  - RATIONALE FOR DOWNGRADING RATINGS

The downgrade of GNB's BCA to caa1 from b3 reflects the increased
risks to the bank's credit profile stemming from the continued
pressure on its financial fundamentals due to persistently high
problem loans and a significant, albeit declining, capital
shortfall. The recent negative publicity around the bank will
weigh on GNB's efforts to improve its financial fundamentals due
to rising uncertainty about the bank's long-term prospects.

GNB's third quarter results improved compared to previous
quarters, despite recording a small net loss. However, in Moody's
opinion the progress made is insufficient to dissipate concerns
about the longer-term viability of the bank. According to Moody's
estimates, the bank's Tier 1 capital shortfall against the
minimum required level of 11.85% in October 2018 fell to around
2.2% from around 3% in Q2 2018 due to higher Tier 1 after a
capital injection and the reduction in two capital buffer
requirements by the regulator -- GNB was exempted from other
systemically important institution's buffer of 0.25% and its
foreign currency mortgage buffer was reduced to 1.29% from 1.72%.
According to GNB's capital replenishment plan, the bank's main
shareholder provided additional PLN100 million of equity to the
bank in Q4 2018, on top of PLN290 million provided earlier this
year. Whilst these support measures ease the capital pressure on
GNB, Moody's believes that GNB's prolonged undercapitalization
and reliance on a single shareholder for access to capital
elevate risks to the bank's viability.

On December 13, GNB announced that it was considering to attract
a financial investor who could recapitalise the bank.

GNB's loan book remains weak with non-performing loan ratio
(NPLs, stage 3 loans under IFRS 9) at 15.3% in Q3 2018, slightly
up from 15% in Q2 2018. On a positive note, GNB's coverage of
NPLs by loan loss reserves increased significantly in 2018 to 67%
from 44% in December 2017 and is now close to the average levels
of the Moody's-rated banks in Poland.

The bank's liquid assets accounted for 16% of its total assets in
Q3 2018, declining from 21% at year-end 2017. The aforementioned
deposit withdrawals could have strained GNB's liquidity further,
prompting the central bank to pledge liquidity support to the
bank in case of need.

The bank's net income remains vulnerable to additional asset
impairment charges as well as to potential significant costs
arising from policy measures on Swiss Franc (CHF) mortgages. GNB
has one of the largest exposures to foreign currency mortgages in
Poland, which accounted for 23% of the bank's total loans as of
September 2018 (26% a year earlier).

The downgrade of GNB's deposit ratings was driven by the
downgrade of the bank's BCA to caa1 from b3. Consequently, the
bank's B2 long-term deposits ratings incorporate (1) its caa1
BCA, and (2) maintaining two notches of rating uplift from
Moody's Advanced Loss Given Failure (LGF) analysis.

  -- RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook on GNB's ratings reflects the continued
downward pressure on the bank's BCA despite the additional
capital injection that would account for about 3% of the bank's
shareholders equity as of end-Q3 2018 and is therefore unlikely
to meaningfully contribute to closing the gap to the regulatory
minimum capital hurdles. Any deterioration in the bank's
liquidity position beyond Moody's current expectation could also
exert downward pressure on the ratings. In addition, the negative
outlook takes into account possibility of a lower notching uplift
under the Advanced LGF analysis if the share of corporate
deposits in total deposits declines materially.

  -- WHAT COULD MOVE THE RATINGS UP/DOWN

A credible capital strengthening plan which will allow GNB to
achieve compliance with its minimum capital requirements under
the capital replenishment plan approved by Polish authorities
including a material improvement in asset risk and return to
sustained profitability could result in a stabilisation of the
ratings outlook.

A deterioration in the bank's capitalisation and liquidity may
result in ratings downgrade.

Further, changes in the bank's liability structure may modify the
amount of uplift provided by Moody's Advanced LGF analysis and
lead to a higher or lower notching from the bank's adjusted BCA,
thereby affecting the deposit ratings.

LIST OF AFFECTED RATINGS

Issuer: Getin Noble Bank S.A.

Downgrades:

Long-term Counterparty Risk Ratings, downgraded to B1 from Ba3

Long-term Bank Deposits, downgraded to B2 from B1, outlook
changed to Negative from Rating under Review

Long-term Counterparty Risk Assessment, downgraded to B1(cr) from
Ba3(cr)

Baseline Credit Assessment, downgraded to caa1 from b3

Adjusted Baseline Credit Assessment, downgraded to caa1 from b3

Affirmations:

Short-term Counterparty Risk Ratings, affirmed NP

Short-term Bank Deposits, affirmed NP

Short-term Counterparty Risk Assessment, affirmed NP(cr)

Outlook Action:

Outlook changed to Negative from Rating under Review



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S P A I N
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DISTRIBUIDORA INTERNACIONAL: S&P Cuts ICR to 'CCC+', Outlook Neg.
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In S&P's view, Spain-based food retailer Distribuidora
Internacional de Alimentacion S.A. (DIA's or the group's) plan to
achieve a sustainable long-term capital structure entails
significant execution risk and an uncertain outcome. Without a
timely refinancing, S&P believes there is a heightened risk of a
liquidity shortfall over the next seven months.

S&P is therefore lowering its long-term issuer credit rating on
DIA to 'CCC+' from 'B' and removing it from CreditWatch negative.
S&P is also lowering its issue rating on DIA's unsecured notes to
'CCC+' from 'B' and removing it from CreditWatch negative. The
recovery rating remains at '3', reflecting its expectation of
about 60% recovery for bondholders in the event of a default.

The downgrade reflects DIA's very weak liquidity and funding
profile, with more than EUR760 million short-term debt due within
the next seven months and significant uncertainty and execution
risk linked to the group's plans to achieve a sustainable capital
structure through a EUR600 million rights issue and a new long-
term bank refinancing agreement of its EUR1.0 billion outstanding
debt. DIA also faces a very likely breach of its financial
covenant at the next testing date, in February 2019.

S&P said, "We understand that the group is in advanced
negotiations with banks to secure a refinancing agreement that
will address its short-term liquidity needs, including factoring,
commercial paper, and revolving lines. We also understand that in
another phase, the group will undertake negotiations to put in
place a long-term bank-funded capital structure, including a
capital increase. In the event of such a decision, on which DIA's
board has not yet taken any resolution and which would need the
approval of DIA's general shareholder meeting, DIA has entered
into a standby underwriting commitment with Morgan Stanley & Co
International PLC for an amount of EUR600 million, under which
and subject to certain conditions Morgan Stanley would undertake
to place and, failing that, to subscribe 100% of such amount. DIA
is also considering a divestment plan that would affect the cash
and carry business (Max Descuento) and potentially Clarel.

"We believe that, even if DIA managed to close the refinancing of
its short-term funding needs and to amend the covenant of its
EUR525 million revolving credit facility in the short term, it
faces a very challenging and uncertain time within the next seven
months, reflected in our 'CCC+' rating level. In particular, in
the next seven months, DIA needs to achieve a sustainable capital
structure by way of long-term refinancing of its bank facilities
and of its EUR306 million bonds due July 22, 2019, and to
successfully place (or to have Morgan Stanley subscribe) a EUR600
million rights issue. DIA will also have to manage the
significant operating pressures affecting its operations,
including a very competitive marketplace in Spain and significant
currency weakness in Brazil and Argentina, while management is
spending significant time and resources in achieving its
recapitalization plan.

"In particular, in 2018 we expect a sharp contraction of about
40% of DIA's EBITDA, to EUR270 million-EUR300 million (including
restructuring costs in the region of EUR100 million) from EUR496
million in 2017. We also forecast an increase of EUR370 million-
EUR400 million in the group's net debt, due in particular to the
continuing net impact of working capital on cash flows of about
EUR150 million and high capital expenditure for store
refurbishment in 2018.

"We anticipate that DIA's underperformance will continue through
2019. The group's business model will need to undergo heavy
transformation to regain competitiveness and restore margins.
Such a transformation will likely carry some execution risks,
especially with regard to the pace and scope of the proposed
implementation. DIA is likely to incur sizable restructuring
costs that will further weigh on the group's profitability. This
is in a context of extreme competitive pressure, in particular in
Spain from market leader Mercadona, forcing the group to lower
prices. We also factor in ongoing negative impact of currency
movements in its Latin American operations that more than offset
the healthy underlying trend of its operations in that region.

"We assess DIA's management and governance as weak in view of the
significant strategic, operational, and financial missteps that
have led to losses, the profit warning, the accounting
restatement, and significant delays in refinancing its debt
maturities. The group's new CEO started only in August 2018 and a
new CFO appointed recently in December 2018."

The negative outlook reflects near-term pressures on DIA's
liquidity and funding profile, and the high execution risk of the
group's recapitalization plan. It also reflects the group's weak
earnings and cash flow generation profile, and the challenge it
faces to turn around its operations with its new strategic plan
in such unfavorable market context in Spain, Brazil and
Argentina.

S&P said, "We could consider a negative rating action if DIA
breaches its financial covenant, fails to undertake its
recapitalization plan, or pursues any debt restructuring.

"We could revise the outlook to stable and reevaluate the issuer
credit rating if DIA is able to refinance its near-debt
maturities, execute its rights issue plan, and put in place a
sustainable and longer-term capital structure. We would also need
to see a stabilization of DIA's operating performance and at
least neutral reported discretionary cash flow generation."


GRUPO ALDESA: Moody's Lowers CFR to B3, Outlook Stable
------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
corporate family rating and to B3-PD from B2-PD the probability
of default rating of Spanish construction company Grupo Aldesa
S.A.. Concurrently, Moody's downgraded to B3 from B2 the
instrument rating on the EUR250 million senior secured notes due
April 2021, issued by Aldesa Financial Services S.A. The outlook
on all ratings remains stable.

RATINGS RATIONALE

The downgrade was prompted by Aldesa's weakening cash flow
generation during the first three quarters of 2018 (3Q-18) when
free cash flow (company-defined) in the restricted group declined
to EUR109 million negative from around EUR98 million negative in
the prior year. Main driver for this were higher working capital
needs due to increased activity in projects with private clients
in Spain and Mexico (mostly in the renewable energy segment),
which are still young and require payments according to
milestones.

The B3 rating further mirrors Aldesa's liquidity, which Moody's
deems adequate but constrained by some risk of non-extension of
sizeable reverse factoring (confirming) lines, of which EUR148
million were utilized as of September 30, 2018. Being mostly
short term contracts (usually renewed annually), which can be
terminated by banks subject to certain conditions, a potential
termination would immediately pressure Aldesa's liquidity. While
there is currently only moderate risk of banks terminating their
confirming lines, Moody's will more strongly emphasize this risk
as the group gets closer to its debt maturities or into potential
refinancing activities over the next 12-18 months. Moody's also
notes the group's constrained ability to access the capital
market during 2018, when Aldesa had to pull a planned bond
refinancing in May due to adverse market conditions.

As a result of the weaker cash flow generation during 3Q-18,
total restricted group debt increased by EUR41 million year-over-
year (yoy) to EUR366 million as of September 30, 2018. Although
recourse EBITDA of around EUR55 million for the 12 months through
September 30, 2018 slightly exceeded prior year's EUR53 million
figure, reported net leverage in Aldesa's restricted group
increased to 4.5x (4.3x). Likewise, the group's consolidated
Moody's-adjusted gross debt/EBITDA ratio increased to 8.8x from
8.1x in the prior year. With broadly stable debt adjustment for
Aldesa (leases, factoring, confirming), the increase also
reflects higher provisions for the completion of building works
during 3Q-18, which are not included in Aldesa's reported EBITDA
definition as these typically fluctuate depending on the project
mix (e.g. shift towards building from civil works in 2018).
Besides the slight increase in Moody's-adjusted leverage yoy,
Moody's projects year-end 2018 consolidated leverage to exceed
the previous 7.5x maximum threshold for a B2 rating. This is
despite the agency's expectation of positive cash flow generation
during Q4-18 (assuming typical intra-year cash flow seasonality),
as well as the deconsolidation of non-recourse debt (EUR123
million) and EBITDA (EUR11.5 million) related to Aldesa's
recently disposed photovoltaic portfolio "Enersol Solar Santa
Luc°a" (EUR20 million cash proceeds expected in Q4-18). Reported
net leverage for the restricted group, however, should decline to
well below 2.5x by the end of 2018 (2.1x in 2017), supported by
material working capital reductions in Q4-18.

The rating action also reflects the currently challenging
business environment in Aldesa's core regions Spain and Mexico.
While in Spain there has been a lack of public works during 2018,
which Moody's projects to last into 2019 as policymaking with the
country's minority government will remain constrained, conditions
in the Mexican construction sector should prove even more
difficult. After the announced intention by the country's new
president to cancel the new Mexico City Airport, for which Aldesa
together with a local partner has already carried out work
(contract size of approximately EUR55 million equivalent),
Moody's anticipates that investment sentiment in the country will
remain subdued next year. 2019 will therefore be a challenging
year for the group, in terms of ability to replenish order
backlog but also to protect cash flows and profitability, after
margins have already slightly weakened (e.g. restricted group
EBITDA margin of 4.2% in 3Q-18 versus 4.6% in the prior year).
Moody's doubts that Aldesa will be able to meaningfully reduce
its elevated leverage in the coming quarters, either through
growth in profits or reduction in recourse debt levels as free
cash flow generation will likely be muted. Nevertheless, Moody's
recognizes Aldesa's healthy order backlog of over EUR1.4 billion
as of September 30, 2018, which covers 1.6x annual recourse
revenue and provides still good visibility.

LIQUIDITY

Moody's regards Aldesa's liquidity as adequate with EUR117
million of cash on the balance sheet as of September 30, 2018,
but projected negative free cash flow generation in the
restricted group over the next 12-18 months. There are no major
debt maturities before May 2020 when the EUR100 million revolving
credit facility (EUR89 million drawn as of September 30, 2018)
will mature, which the group was able to extend in July this
year. Liquidity is also supported by sufficient headroom under
its financial leverage covenant, which needs to be tested at each
year-end (around 30% headroom expected as of 31 December 2018).

However, liquidity remains constrained by the risk of potential
non-extension of the group's various reverse factoring
(confirming) lines, provided and usually renewed by a pool of
Spanish and Mexican banks, under which EUR148 million were
utilized as of September 30, 2018. Any termination of such lines,
which Moody's considers unlikely in the short-term, would cause
immediate pressure on Aldesa's liquidity.

RATING OUTLOOK

The stable outlook assumes that Aldesa will broadly maintain its
current credit metrics such as 7-8x Moody's-adjusted gross
debt/EBITDA and restricted group net debt/EBITDA of below 3x
(measured at year-end). Moody's further anticipates the group to
retain an adequate liquidity profile, including sufficient
headroom under financial covenants and continuous access to its
factoring and confirming lines.

WHAT COULD CHANGE THE RATING DOWN / UP

The ratings could be upgraded if (1) the group builds a track
record of positive free cash flow, (2) consolidated Moody's-
adjusted gross debt/EBITDA declines sustainably below 7x, and (3)
Aldesa demonstrates the ability to continue accessing the capital
market and gradually reduce reliance on significant intra-year
RCF drawdowns and revere factoring activities.

Downward pressure on the ratings would develop, if (1) free cash
flow deteriorated such as through increasing working capital
build-up, (2) the group was unable to access the market to
refinance its debt maturities, or (3) liquidity were to weaken.

The principal methodology used in these ratings was Construction
Industry published in March 2017.

Grupo Aldesa S.A., headquartered in Madrid, Spain, is a family-
owned Spanish construction company, mostly focused on transport
infrastructure, but also on construction of solar and wind energy
plants. In the 12 months (LTM) through September 30, 2018, Aldesa
generated sales of EUR952 million and reported consolidated
EBITDA of EUR93 million. Consolidated EBITDA includes the group's
non-recourse activities, which generated around 40% of EBITDA
during this period. The group's customer base mainly consists of
public entities with an increasing exposure to private sectors.
As of LTM September 30, 2018, Aldesa generated 60% of its revenue
outside of Spain, mainly in Mexico (42% of group revenue) and
Poland (13%).


VALENCIA HIPOTECARIO 2: Fitch Affirms CCC Rating on Class D Debt
----------------------------------------------------------------
Fitch Ratings has upgraded one tranche of Valencia Hipotecario 2,
Fondo de Titulizacion de Hipotecaria (VH2) and three tranches of
Valencia Hipotecario 3, Fondo de Titulizacion de Activos (VH3)
and removed six tranches from Rating Watch Positive (RWP), as
follows:

(VH2):

Class A ISIN (ES0382745000): affirmed at 'AAAsf'; Outlook Stable

Class B ISIN (ES0382745018): affirmed at 'A+sf'; off RWP; Outlook
Stable

Class C ISIN (ES0382745026): upgraded to 'Asf' from 'BBBsf'; on
RWP

Class D ISIN (ES0382745034): affirmed at 'CCCsf'; off RWP;
Recovery Estimate 90%

(VH3):

Class A ISIN (ES0382746016): upgraded to 'AA+sf' from 'AAsf'; off
RWP, Outlook Stable

Class B ISIN (ES0382746024): upgraded to 'A+sf' from 'A-sf'; off
RWP, Outlook Stable

Class C ISIN (ES0382746032): upgraded to 'A-sf' from 'BBBsf'; off
RWP, Outlook Stable

Class D ISIN (ES0382746040): affirmed at 'CCCsf'; off RWP;
Recovery Estimate 90%

KEY RATING DRIVERS

Updated Counterparty Rating Criteria

Fitch placed the tranches on RWP after revising its approach to
commingling risk in June 2018. The changes relate to the
eligibility criteria Fitch applies to collection account banks
and collection account bank holders under new commingling risk
classification. The risk classification depends on both the
potential exposure to commingled funds as well as the
transaction's ability to maintain timely payments on the notes if
the commingled funds were lost.

According to the new criteria, commingling is considered an
immaterial risk driver in transactions that transfer collected
funds to the issuer within two business day. In VH2 and VH3
collected funds are swept daily to the issuer account bank, so no
commingling loss has been sized in this review. This explains the
upgrade of VH2's class C notes and VH3's class A, B and C notes.

High Seasoning and Sound Asset Performance

Three-month plus arrears (excluding defaults) have remained
relatively low since its last review at 0.7% for VH3 and 0.9% for
VH2 (both as of October 2018) of the portfolios' outstanding
balance. Cumulative gross defaults (defined as loans in arrears
for more than 18 months) stabilised at 3.3% and 3.8% of the
initial portfolio balance for VH2 and VH3, respectively.

Both portfolios have built substantial seasoning, which currently
is at 14 years for VH3 and 15 years for VH2. As a result, the
weighted average indexed current loan-to-value (LTV) ratios have
reduced to 31.6% and 36.9%, compared with the weighted average
original LTVs of around 70%. For this reason, Fitch expects
performance to remain stable over the short to medium term.

Credit Enhancement (CE) Trends

Both transactions include amortisation mechanisms that allow the
notes to be repaid on a pro-rata basis as long as performance and
tranche thickness (tranche size relative to total outstanding)
triggers are fulfilled. Note repayment will switch back to
sequential when the pool balance reaches less than 10% of the
original balance at closing. Fitch views the available and
projected CE across the series sufficient to withstand the
associated rating stresses, which is reflected in the
affirmations and upgrades.

VH2's cash reserve fund (RF) has amortised to its floor of EUR5
million. This will allow some CE build-up given the pool will
amortise.

VH3's RF has nearly amortised to its floor of EUR5.2 million,
meaning CE will increase on the next interest payment dates.
VH3's class B and C notes started to amortise when the respective
pro-rata conditions were satisfied (December 2016 and December-
2017, respectively) and have currently both amortised to about
40% of their original balance, causing an increase in CE. The
upgrade of the C notes also reflects the resulting improved
resilience to Fitch's stresses.

Geographic Concentration Risk

The collateral portfolio is exposed to geographical concentration
in Comunidad Valenciana and Murcia. As per its criteria, Fitch
has applied further adjustments to the base foreclosure frequency
assumption to the portion of the portfolio that exceeds two and a
half times the population within these regions.

Excessive Counterparty Exposure

VH2's class C notes' rating is capped at the issuer account bank
provider's rating (Barclays Bank plc; A/RWP) due to excessive
counterparty risk. The cash reserve, held at the account bank,
represents a very material component of the junior notes' CE. As
such, the class C notes' maximum achievable rating is linked to
the SPV account bank provider.

As Barclays Bank plc is currently on RWP, Fitch has placed
Valencia Hipotecario 2's class C notes on RWP. Resolution of the
RWP is directly linked to the resolution of the RWP on Barclays
Bank plc, which may take longer than six months.

RATING SENSITIVITIES

A deterioration of the Spanish macroeconomic environment,
particularly in relation to employment conditions or to sharp
interest rate increases could jeopardise the underlying
borrowers' affordability. This could have negative rating
implications, especially for junior tranches that are less
protected by structural CE.

VH2's class C notes' rating is dependent on the rating of the
account bank, Barclays Bank plc, as CE for the notes is mainly
provided by the RF held at the account bank.

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

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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

Overall and together with the assumptions referred, Fitch's
assessment of the information relied upon for the agency's rating
analysis according to its applicable rating methodologies
indicates that it is adequately reliable.



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S W E D E N
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SAMHALLSBYGGNADSBOLAGET: Moody's Alters Outlook on B1 CFR to Pos.
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Moody's Investors Service has changed the outlook to positive
from stable on Samhallsbyggnadsbolaget i Norden AB's corporate
family rating. Concurrently, Moody's affirmed the B1 CFR of SBB.

"T[he] rating action reflects the company's efforts to improve
its liquidity profile by signing SEK2.7 billion worth of multi-
year revolving credit facilities and extending its debt maturity
profile, with only 5% of bank debt and bonds coming due in 2019,"
says Daniel Harlid, lead analyst for SBB. "At the same time, the
company's financial leverage remains high at 63.5% debt/assets
and we would need to see a strengthening of its balance sheet
towards levels of 60% for further positive rating action", he
added.

RATINGS RATIONALE

The B1 CFR reflects the company's (1) low-risk revenue derived
from residential properties in Sweden and community service
properties (CSPs) in the Nordics; (2) high share of revenue
generated from public tenants (around 30%); (3) diversified
tenant base and property portfolio, with almost full occupancy;
(4) long lease maturity profile, with an average lease length of
seven years and (5) good deal-sourcing capabilities, leading to a
medium-sized portfolio of SEK25.1 billion as of the third quarter
of 2018, only after a few years since the creation of SBB.

The rating also reflects the following challenges: (1) the
highest ratio of debt to total assets within the EMEA peer group,
amounting to just shy of 64% as of Q3 2018; (2) low fixed charge
coverage of just 1.4x as of Q3 2018, although set to improve
towards 2.0x going forward as a result of recent refinancing
activities; (3) around 12% of total debt made up by perpetual
hybrid notes with variable interest rate, classified by us as
debt; (4) parts of the portfolio located in small cities and less
liquid real estate markets than metropolitan areas and (5) still
short track record in terms of property management, although top
management team has long experience in real estate and Moody's
notes the positive evolution of net operating income over the
last quarters.

LIQUIDITY

Its view of the liquidity profile of the company reflects
coverage of projected uses over the next 4 quarters, which marks
a material improvement since the rating was assigned in November
last year. The progress has been made in the form of signing
multi-year revolving credit facilities (all maturing in 2021 and
carrying material adverse clauses and financial covenants),
amounting to SEK2.7 billion as of Q3 2018, which are used as back
stops of the company's SEK2.0 billion and EUR200 million
commercial paper program. Moody's notes that it is fairly unusual
for companies to have CP frameworks exceeding back stop volume,
although Moody's understands the company aims to only utilize CP
issuance equivalent to the back stops but values the flexibility
to tap into different CP markets.

RATIONALE FOR OUTLOOK

The change to a positive outlook is anchored in the company
showing a strong improvement in liquidity, including the signing
of SEK2.7 billion in RCFs and extending its debt maturity
profile. Although its base case only includes a slow decrease of
debt/total assets over the next 12-18 months, Moody's
acknowledges that the company may start to receive cash flows
from previously sold building rights, which are earmarked to pay
down debt. Due to the complex nature with regards to detailed
development plans and the timing of these plans gaining legal
force (triggering payments to SBB), we'd like to see cash flows
materialize prior to including them in its projections. At the
same time, material cash flows from building rights could
accelerate the group's deleveraging trajectory to meet its
threshold for upgrade of around 60% more swiftly. The positive
outlook also rests on its expectations of a material improvement
in fixed charge coverage to around 2.0x in its forward view, as
the company slows down activity in the capital markets and thus
does not continue to incur sizable costs associated with such
actions.

WHAT COULD CHANGE THE RATING UP

  -- Debt/total assets decreasing towards 60%

  -- Fixed charge coverage above 1.7x

  -- Maintenance of prudent liquidity profile

WHAT COULD CHANGE THE RATING DOWN

  -- Debt/total assets increasing towards 65%-70%

  -- EBITDA/fixed charges sustainably below 1.4x

  -- Increasing issued volume under commercial paper program
     above what is backed up by RCFs, thus failing to maintain a
     solid liquidity profile

  -- Any major changes in the composition of the portfolio, which
     could lead to a higher-risk property portfolio

The principal methodology used in this rating was REITs and Other
Commercial Real Estate Firms published in September 2018.



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S W I T Z E R L A N D
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CLARIANT AG: Moody's Alters Outlook on Ba1 CFR to Positive
----------------------------------------------------------
Moody's Investors Service changed the outlook on all ratings of
Clariant AG to positive from stable. Concurrently, Moody's
affirmed the company's Ba1 corporate family rating, Ba1-PD
probability of default rating and the Ba1 ratings assigned to its
various senior unsecured debt instruments.

"The change of the outlook to positive follows the gradual
improvement of Clariant's operating performance and financial
profile over the last year. An upgrade to Baa3 would be supported
by a successful execution of the company's strategic decision to
combine its Additives and high value Masterbatches operations
with SABIC's Specialities business without materially increasing
Clariant's leverage," said Sven Reinke, a Senior Vice President
and the lead analyst for Clariant AG.

RATINGS RATIONALE

Clariant's key credit metrics have continued to improve which now
positions the company strongly in the Ba1 rating. The company's
Moody's adjusted debt / EBITDA ratio improved to 3.1x as of LTM
June 2018 compared to 3.5x in 2017 and 5.4x in 2016 and its
Moody's adjusted net debt / EBITDA ratio lowered to 2.6x as of
LTM June 2018 compared to 2.7x in 2017 and 3.6x in 2016. While
the company's Moody's adjusted net debt remained largely
unchanged at around CHF 2.7 billion over the last 18 months,
Moody's adjusted EBITDA rose to CHF1,058 million as of LTM June
2018 compared to CHF940 million in 2017 and CHF735 million in
2016.

In 9M 2018, Clariant reported a 7% increase in EBITDA before
exceptional items to CHF765 million on sales of CHF4.99 billion,
up 6% year-on-year. All segments contributed to the top line
growth but EBITDA performance was mixed. The Care Chemicals
segment performed the strongest increasing its EBITDA margin to
19.4% from 18.1% during the first nine months of 2017 driven by
an improved product mix and Plastics & Coating also increased its
nominal EBITDA as well as its EBITDA margin to 16.3% from 15.7%
due to higher sales prices and rising volumes. However, the
Catalysis and Natural Resources segments reported a slight EBITDA
decline as Catalysis was impacted by unfavourable product mix
changes and Natural Resources by persisting price consciousness
of the oil market as well as lower profitability from Functional
Minerals' Purification operations. Overall, group-wide EBITDA
generation increased largely in line with revenues thereby keep
the EBITDA margin unchanged at 15.3%.

Driven by its well diversified portfolio of specialty chemical
operations, Clariant has a strong historic track record of
achieving profitable revenue growth. The company's reported
EBITDA margin before exceptional items gradually increased in
every single since 2013 growing to 15.3% in 2017 and H1 2018
compared to 14.1% in 2013. The company has recently published a
new strategic plan with ambitious revenue growth and
profitability targets for 2021. A key pillar of the plan is the
intended combination of its Additives and high value
Masterbatches operations with SABIC's Specialities business to
form the new segment High Performance Materials which has high
growth targets and shall achieved an EBITDA margin of 24-25% by
2021. At the same time, Clariant plans to dispose of its slower
growth and lower margin Pigments, standard Masterbatches and
Medical Specialities operations.

In addition to the strategic portfolio changes, Clariant will
change its reporting basis and profitability targets from EBITDA
margin 'before special items' to 'after special items'. The
continued reporting of special items remains an obstacle for the
rating so far. Clariant has accounted for CHF161 million of
special items in 2017 and CHF30 million in H1 2018 and Moody's
expects that special items will remain high H2 2018 and in 2019.

For 2019 based on the current corporate structure and assuming
that the combination with SABIC's Specialities business and the
disposal of the Pigments, standard Masterbatches and Medical
Specialities operations will only be effective in early 2020, the
rating agency projects that Clariant will increase its Moody's
adjusted EBITDA by around 2% to CHF1.09 billion and generate
positive FCF of around CHF80 million. This should allow the
company to gradually reduce leverage further, and bring Moody's
adjusted total debt to EBITDA to 3.0x (2.3x on a net basis) and
retained cash flow (RCF) to net debt to around 22% in 2019.

RATING OUTLOOK

The positive outlook recognises that Clariant is strongly
positioned in the Ba1 rating category. Moody's forecasts that the
company could meet the quantitative guidance for an upgrade to
Baa3 over the next 12-18 months. However, the rating agency also
considers 2019 to be a transitional year with the intended
combination of Clariant's Additives and high value Masterbatches
operations with SABIC's Specialities business and the targeted
disposal of the Pigments, standard Masterbatches and Medical
Specialities operations with the associated execution risk.

What could change the rating -- UP

Sustained positive FCF generation leading to some permanent
reduction in the group's leverage and improvement in financial
metrics, including RCF to net debt in the mid-twenties in
percentage terms and total debt to EBITDA below 3.0x, would
support a rating upgrade to investment grade. A successful
execution of the company's aim to combine its Additives and high
value Masterbatches operations with SABIC's Specialities business
without materially increasing Clariant's leverage would
accelerate positive rating momentum towards a Baa3 rating.

What could change the rating -- DOWN

Conversely, the Ba1 rating would come under pressure should
Clariant increase its leverage materially, with Moody's adjusted
gross debt / EBITDA above 4x and RCF to adjusted net debt
sustainably below 20%.

The principal methodology used in these ratings was Chemical
Industry published in January 2018.

Headquartered in Muttenz, Switzerland, Clariant AG is a leading
international specialty chemicals group with four main
businesses: Care Chemicals, Catalysis, Natural Resources and
Plastics & Coatings. In 2017, Clariant reported EBITDA before
exceptional items of CHF974 million on revenues of approximately
CHF6.4 billion.



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FLEETCORP OPERASYONEL: S&P Withdraws 'D' Issuer Credit Ratings
--------------------------------------------------------------
S&P Global Ratings said that it withdrew its 'D' (default) global
and national scale issuer credit ratings on Turkey-based
operational car leasing and fleet management company Fleetcorp
Operasyonel Tasit Kiralama ve Turizm A.S. (Fleetcorp).

A court decision officially declared Fleetcorp bankrupt on Nov.
6, 2018, reflecting the company's general status of insolvency
and the remote likelihood for the ordinary concordat (a
bankruptcy protection scheme in the Turkish legal system) to
reestablish the company's creditworthiness through the
restructuring of its outstanding debt.

In S&P's view, Fleetcorp's default results from the abrupt
deterioration of the company's liquidity position in 2018. This
stemmed from the combination of the company's sizable amount of
wholesale debt in euros and a change in its ownership structure
in May 2018, against a backdrop of a highly volatile currency
crisis in Turkey.

The Istanbul 1st Bankruptcy Office initiated liquidation
proceedings on Nov. 15, following the bankruptcy verdict. The
liquidation process implies that all the assets owned by the
debtor at the time of declaration of bankruptcy and all the
assets either acquired or received subsequently contribute to
form the bankruptcy estate. Upon declaration of bankruptcy, the
company loses the ability to dispose the assets, whose management
and liquidation is undertaken under the monitoring of the
enforcement office by the bankruptcy administration appointed by
the court.

Fleetcorp received an activity permit from the court only with
regard to the vehicles pledged in favor of two of its bank
creditors. Accordingly, we understand that the income generated
from operation (i.e., leasing) of such vehicles will be paid
primarily to these two.

Given the ongoing liquidation proceedings, S&P is withdrawing all
of its outstanding ratings on Fleetcorp.



=============
U K R A I N E
=============


FERREXPO PLC: Fitch Raises Long-Term IDR to B+, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded Ukraine-based Ferrexpo plc's Long-Term
Issuer Default Rating to 'B+' from 'B'. The Outlook is Stable. In
addition, senior unsecured debt issued by Ferrexpo Finance plc,
which is guaranteed by Ferrexpo, has also been upgraded to 'B+'
from 'B'. The Recovery Rating is unchanged at 'RR4'. The Short-
term IDR of Ferrexpo has been affirmed at 'B'.

The upgrade reflects Ferrexpo's improved liquidity following the
pre-funding of the company's 2019 maturities, and limited debt on
the balance sheet with funds from operations (FFO) adjusted net
leverage at or below 1.0x. The upgrade also reflects incremental
amortisation of debt over the next four years, a smooth maturity
profile and flexibility for the business to reduce capital
expenditure and/or dividends under less supportive market
conditions, as evidenced in 2015-2017.

Fitch assesses Ferrexpo's business and financial profile in the
'BB' category. However, the company's credit quality is
constrained by the operating environment in Ukraine.

Key Rating Drivers

Rating above Country Ceiling: Ferrexpo's Long-Term 'B+' IDR is
now two notches above Ukraine's Country Ceiling of 'B-' due to
the improvement in the company's hard-currency (HC) external debt
service cover ratio. This follows prefunding of the upcoming
redemption of USD173 million April 2019 Eurobonds and spreading
future amortisation of the company's remaining debt evenly over a
number of years. Fitch expects the HC external debt service cover
ratio to remain above 1.5x on an 18-month rolling basis. All of
Ferrexpo's earnings are in hard currency (US dollars), with most
of its cash held offshore/outside Ukraine, hence enabling the
company to service its hard-currency debt with recurring hard-
currency cash flows, cash balances and undrawn commited
facilities.

Rising Cost Position: Fitch expects Ferrexpo's operations to move
towards a mid-ranking position on the pellet cash cost curve in
the medium-term based on intelligence from CRU Group. After years
of improving the cost base to a first quartile status, production
costs in 2018 have increased noticeably. This reflects i)
industry-wide cost pressures, ii) extensive maintenance at the
mining and processing departments of Ferrexpo ahead of the
planned increase in production to 12mt per annum in 2020 and to
catch up with some maintenance that was delayed in 2016-2017 as
well as iii) higher personnel and energy costs. Despite the
appreciation of the Ukrainian hryvnia during 1H18 Fitch expects
the currency to weaken again, supporting Ferrexpo's cost position
over the medium-term.

Strong Cash Flow in Current Market: Pellet producers benefitted
from robust cash flow generation in 2017 and 2018. According to
CRU ongoing negotations for the pellet premium for 2019 indicate
a slightly higher level compared with 2018, although Vale S.A.
(BBB+/Stable), Sweden's LKAB and Iron Ore Company of Canada will
increase output next year incrementally (related to ramp-ups of
production and less outages). The Fitch rating case factors in
average realised prices for Ferrexpo's pellets to gradually
decline to USD79/tonne in 2020, from around USD105/tonne in the
prevailing market. Nonetheless, Fitch expects the company to
maintain positive free cash flow (FCF) over the next four years,
on the assumption that capital expenditure and/or dividends will
reflect lower level of earnings when/if prices moderate.

Conservative Financial Profile: FFO adjusted gross leverage stood
at 1.1x at end-2017, based on gross adjusted debt of USD513
million. Fitch expects the company to reduce gross and net debt
incrementally over the next four years and to maintain FFO
adjusted gross leverage at slightly above 1.0x and net leverage
at below 1.0x.

Stable Customer Base: Ferrexpo has long-term contracts with steel
producers in Europe and Asia, which provide a degree of revenue
visibility. Ferrexpo is exposed to fluctuations in the price of
iron ore due to index-based pricing in long-term contracts.
Pellet premiums are negotiated in advance; for customers outside
China pellet premiums are negotiated on an annual basis.

Derivation Summary
Ferrexpo is one of the top five pellet exporters globally. The
company is smaller in terms of size and scale of its mining
operations than major global peer Vale S.A. (BBB+/Stable). The
business is expected to maintain a mid-range position on the cash
cost curve over the medium-term and offers a premium pellet
product that is in demand.

Ferrexpo's closest Ukrainian peer is Metinvest B.V.
(B/Positive), which has higher sales exposure to the local
market. Metinvest is an integrated steel producer, which sells
part of its mining output in the domestic market including
pellets and iron ore concentrate, and has greater scale than
Ferrexpo. Metinvest has on average a weaker cost position and
lower EBITDA margins, with forecast FFO adjusted gross leverage
of above 2.0x (Ferrexpo at or above 1.0x).

An integrated steel producer which also sells pellets in the
market, but has margins comparable to that of Ferrexpo, is AO
Holding Company METALLOINVEST (BB/Positive) from Russia. The
company is one of the lowest-cost steel producers of long
products, has bigger scale and benefits from diversification
across the mining and steel value chain. Its FFO adjusted gross
leverage is forecasted at 2.0x.

Key Assumptions

Fitch's Key Assumptions within its Rating Case for the Issuer:

  - Average realised pellet price of USD105/tonne in 2018,
    falling to USD79/tonne over the medium term (2017:
    USD108/tonne, calculated by Fitch as revenue from sales of
    iron ore pellets and concentrate as reported by Ferrexpo
    divided by total pellet sales volumes)

  - Pellet production of 10.4mt in 2018, increasing to 12mt in
    2021

  - Capital exenditure of USD122 million in 2018, declining to
    around USD100 million p.a. in subsequent years

  - Dividends of around USD120 million in 2019, declining to
    around USD100 million p.a. in subsequent years

  - USD/UAH of 27.5 in 2018, 30.4 in 2019 and 32.2 in subsequent
    years

RATING SENSITIVITIES

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

  - An improvement of the operating environment in Ukraine
leading to an upgrade of the Long-Term Issuer Default Rating of
the sovereign

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

  - Treasury policies or refinancing activity leading to hard-
currency external debt service cover ratio falling below 1.5x on
an 18-month rolling basis

  - FFO adjusted gross leverage above 3.0x on a sustained basis

Liquidity and Debt Structure

Satisfactory Liquidity: At end-June 2018, Ferrexpo had available
cash balances of USD82.3 million. In August 2018 Ferrexpo
refinanced its existing PXF facilities and now has available
lines for USD400 million, of which USD 205 million remain
undrawn, and pre-funded the redemption of USD173 million of
Eurobonds in April 2019. The new PXF facility will be amortised
in equal instalments over 2020, 2021 and 2022. Fitch expects
Ferrexpo to maintain positive FCF over the next four years. As
per its rating forecast the company is funded into 2021. Fitch
expects Ferrexpo to manage refinancing and future funding
requirements prudently and well in advance. Both gross debt and
net debt are expected to incrementally reduce over the next four
years.

Summary of Financial Adjustments

  - Operating lease multiple of 5x applied, as the company's
assets are located in Ukraine. Total debt at end-2017 was
adjusted by USD11.5 million lease-equivalent debt

  - USD23.1 million of VAT receivables was included in operating
working capital for 2017



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


CARPETRIGHT PLC: Hedge Funds Circle, Lenders Aim to Cut Exposure
----------------------------------------------------------------
Ben Marlow and Ashley Armstrong at The Telegraph report that a
pack of Wall Street hedge funds is circling Carpetright as its
lenders look to slash their exposure to the embattled flooring
chain.

According to The Telegraph, it is understood that investors
including Apollo, TPG and Carlyle are considering snapping up
slices of the company's debt from the high street banks that
provide the bulk of its main borrowings.  Mainstream lenders
Royal Bank of Scotland and Allied Irish Bank are keen to get out
after Carpetright's torrid year, The Telegraph states.  Together,
their position is worth around GBP45 million, The Telegraph
notes.

This month Carpetright revealed that losses had ballooned by
GBP11 million as it counted the cost of a dramatic store closure
programme, which boss Wilf Walsh said reflected a "transitional"
year, The Telegraph relates.


INTERSERVE PLC: Reaches Deal with Lenders to Defer Debt Payment
---------------------------------------------------------------
Noor Zainab Hussain at Reuters reports that Interserve said it
had reached a deal with its lenders to defer a debt payment due
early next year and was considering handing them its profitable
building materials business RMDK as it works to avert a
Carillion-style collapse.

"Interserve continues to be in constructive discussions with its
lenders, who are fully supportive of Interserve's business plan
and management team," Reuters quotes the British construction and
services company as saying in a statement on Dec. 21.

"The key commercial principles on which the Deleveraging Plan is
expected to be based have now been conditionally agreed between
Interserve and all lenders".

Interserve's shares have dropped nearly 90% this year as the
company struggled with a weak construction market and more than
GBP600 million (US$760 million) in debt, Reuters relates.

According to Reuters, under the debt reduction plan, Interserve
shareholders will be subject to a "material dilution" as it will
convert "a sufficient amount" of its senior debt into new
ordinary shares to enable it to reach its target leverage of less
than 1.5 times net debt/EBITDA by the end of 2019.


MG ROVER: Former Staff Set to Get Payout Years Following Collapse
-----------------------------------------------------------------
Alan Tovey at The Telegraph reports that former staff of MG Rover
Group are getting a festive payout more than a decade after the
car company collapsed.

According to The Telegraph, liquidator PwC has recovered GBP51
million from the company's business interests in Germany which
will be distributed among 5,600 unsecured creditors.

The latest recovery -- equivalent to 6.3p in the GBP1 owed --
brings the amount salvaged from MG Rover and handed to creditors
to more than GBP130 million, The Telegraph states.

In total, 16.2p in the pound has been returned to those with
claims against the company since PwC was appointed as
administrator 13 years ago, The Telegraph notes.

MG Rover collapsed in 2005 as it ran up hundreds of millions in
losses because of years of falling sales, with its failure
costing 6,000 jobs, The Telegraph recounts.


THOMAS COOK: Gets Additional Breathing Space From Lenders
---------------------------------------------------------
Oliver Gill at The Telegraph reports that Thomas Cook has been
handed additional breathing space by its lenders as it grapples
with the fallout from a grisly 2018.

According to The Telegraph, after agreeing to reset the testing
of key financial ratios over the next two quarters, it is
understood that Thomas Cook's syndicate of 17 banks has also
granted the travel giant an option to reset its banking covenants
next year.

The move is fresh evidence that the travel operator's banks
continue to back boss Peter Fankhauser, The Telegraph states.
Failure to operate within ratios can leave a company in default
of its banking terms, The Telegraph notes.


TOGETHER FINANCIAL: Fitch Affirms BB LT IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Together Financial Services Limited's
Long-Term Issuer Default Rating at 'BB', and the senior secured
notes issued by subsidiary Jerrold FinCo Plc (FinCo) at 'BB'.

At the same time, Fitch has affirmed the Long-Term IDR of
Together's indirect holding company Bracken Midco1 Plc (Midco1)
at 'BB-', and its senior PIK toggle notes at 'B'.

The Outlook on both Long-Term IDRs is Stable.

KEY RATING DRIVERS

TOGETHER - IDRS AND SENIOR DEBT

The ratings reflect Together's concentration of activities within
UK specialist mortgage lending, a segment characterised by higher
arrears and loan servicing requirements relative to high street
lenders, but one where the company's market position affords it
some pricing influence. They also take into account Together's
moderate leverage by mainstream lender standards and its
continued progress in diversifying funding sources and
maturities.

The market segments in which Together lends carry inherent
repayment risks, but these are mitigated by conservative loan-to-
value (LTV) ratios. The group's weighted average LTV of new
originations in the quarter to September 30, 2018 was 58.1%, in
line with recent periods. Together has grown rapidly in recent
years, but has invested appropriately in the additional
management resource required for a business of this scale amid
evolving regulatory requirements.

In November 2018, Together completed its second RMBS transaction,
with a total of GBP464 million of notes now in issue. These
complement four private securitisation structures (total
commitments of GBP2.125 billion), senior secured notes (GBP725
million) and a back-up revolving credit facility (GBP71.8
million). Reliance on individual providers and refinancing dates
has therefore significantly reduced in recent years, providing
the group with enhanced visibility over the means of supporting
the planned continued growth of its loan book.

When calculating Together's leverage, Fitch adds Midco1's debt to
that on Together's own balance sheet, regarding it as effectively
a contingent obligation of Together. Midco1 has no separate
financial resources of its own with which to service it, and
failure to do so would have considerable negative implications
for Together's own creditworthiness. Fitch therefore calculates
Together's end-1Q19 leverage as 3.9x, rather than the 3.4x
derived from its own balance sheet.

Together has traded profitably over a long period while paying
negligible dividends to its owner (beyond the need since 2016 to
service Midco1's interest) and its reported equity at end-FY18
therefore constitutes principally retained earnings. However,
reported equity reduced between June and September 2018, as a
result of a net GBP30.7 million adjustment on adoption of IFRS 9.

In recent years, Together's loan book has shown declining arrears
levels and only limited impairment, but alongside the company's
underwriting standards and risk controls, this should also be
viewed in the context of a relatively benign operating
environment characterised by low interest rates and high
employment levels, which have eased pressures on borrowers. While
the UK political situation and Brexit status is presently very
fluid, the Outlook on Together's Long-Term IDR remains Stable
because Fitch expects its capitalisation and liquidity to be able
to withstand a moderate weakening of the economic environment
associated with Brexit.

MIDCO1 - IDR AND SENIOR PIK TOGGLE NOTES

Midco1's Long-Term IDR is notched down once from Together's Long-
Term IDR, reflecting the former's structural subordination. Fitch
limits the rating differential between the two companies to one
notch, primarily because of the sizeable headroom within
Together's restricted payment basket under the terms of FinCo's
senior secured notes.

The notching between Midco1's IDR and the rating of the senior
PIK toggle notes themselves reflects Fitch's view of the likely
recoveries in the event of Midco1 defaulting. While sensitive to
a number of assumptions, this scenario would only be likely to
occur in a situation where Together was also in a much weakened
financial condition, as otherwise its upstreaming of dividends
for Midco1 debt service would have been maintained. The
subordinated rank of the senior PIK toggle notes would then place
their holders in a weaker position than Together's senior secured
creditors for available recoveries from the group's assets.

RATING SENSITIVITIES

TOGETHER - IDRS AND SENIOR DEBT

A material slowdown in Together's rate of internal capital
generation, for example due to a deteriorating operating
environment adversely affecting asset quality, could lead to a
downgrade. This would be particularly relevant if accompanied by
continued growth in the loan book, and therefore rising leverage.
In a severe market downturn, ratings would also be sensitive to
restricted access to funding.

An upgrade would be likely to require upward reappraisal of
Together's franchise and business model, in addition to continued
sound financial performance.

MIDCO1 - IDR AND SENIOR PIK TOGGLE NOTES

Midco1's Long-Term IDR is primarily sensitive to changes in
Together's Long-Term IDR. Equalisation of the IDRs is unlikely in
view of Midco1's structural subordination. A weakening of implied
interest coverage within Midco1, for instance as a result of
diminishing net income at Together or any other restrictions on
Together's dividend upstream capacity, could widen their notching
and so be negative for Midco1's Long-Term IDR.

The rating of the senior PIK toggle notes is sensitive primarily
to changes in Midco1's IDR, from which it is notched, as well as
to Fitch's assumptions regarding recoveries in a default
scenario. Lower asset encumbrance by senior secured creditors
could lead to higher recovery assumptions and therefore narrower
notching from Midco1's IDR.

The rating actions are as follows:

Bracken Midco1 plc

  Long-Term IDR affirmed at 'BB-'; Outlook Stable

  Senior PIK toggle notes rating affirmed at 'B'

Together Financial Services Ltd

  Long-Term IDR affirmed at 'BB'; Outlook Stable

  Short-Term IDR affirmed at 'B'

Jerrold FinCo Plc

  Senior secured debt rating affirmed at 'BB'


TRAVELPORT LIMITED: Moody's Puts B1 CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for downgrade
the B1 corporate family rating and B1-PD probability of default
rating of Travelport Limited. Concurrently, Moody's has placed
under review for downgrade the B1 ratings of the $1.4 billion
senior secured term loan B due 2025 and the $150 million
revolving credit facility due 2022, issued by Travelport Finance
(Luxembourg) S.a.r.l., and the $745 million senior secured notes
due 2026 issued by Travelport Corporate Finance PLC. The outlook
has been changed to Ratings Under Review from Stable.

The review follows the announcement that the group has entered
into a definitive agreement to be acquired by Siris Capital Group
LLC and Evergreen Coast Capital Corp. in an all-cash transaction
valued at approximately $4.4 billion.

RATINGS RATIONALE

The action was prompted by the expectation of an increase in
leverage if the acquisition is completed as outlined in the
group's press release. Whilst there is no indication of the debt
to equity split of the acquisition consideration, Moody's expects
it to be in line with other private equity transactions,
potentially increasing leverage above its current downgrade
trigger.

The review will focus on (i) the capital structure for the
expected transaction, including documentation of facilities; (ii)
leverage and free cash flow; and (iii) Moody's view of the
group's strategy.

The group has reaffirmed its financial guidance for 2018 and
stated that it anticipates its 2019 Adjusted EBITDA to be
approximately flat compared to 2018. As a result, Moody's expects
that the group deleveraging pace may be lower than expected.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Registered in Bermuda and headquartered in Langley, United
Kingdom, Travelport is a leading travel commerce platform
providing distribution, technology, payment and other solutions
for the global travel and tourism industry. Travelport's ultimate
parent company, Travelport Worldwide Limited, is listed on the
New York Stock Exchange with an enterprise value of approximately
$4.2 billion in December 2018. During 2017, the group reported
net revenues and Adjusted EBITDA of $2.45 billion and $590
million, respectively.


* UK: Corporate Failures to Continue to Rise Next Year
------------------------------------------------------
Jack Torrance at The Telegraph reports that Britain's top
insolvency specialist expects corporate failures to continue
rising next year as uncertainty around Brexit and woe on the high
street take their toll.

Begbies Traynor's profits and revenues were up in the six months
to October on the back of a 6% increase in corporate insolvencies
in the prior year, The Telegraph discloses.

According to The Telegraph, Ric Traynor, executive chairman, said
the rise was from a "very low base" after insolvencies fell to
their lowest level in 2004.

But he expects failures to keep growing in the coming months as
uncertainty around Brexit and a drop in consumer confidence puts
pressure on companies' cash flows, The Telegraph relates.



                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                 * * * End of Transmission * * *