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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

          Thursday, March 21, 2019, Vol. 20, No. 58

                           Headlines



B U L G A R I A

BULGARIAN TELECOMMUNICATIONS: Moody's Completes Ratings Review


D E N M A R K

DKT HOLDINGS: Moody's Completes Ratings Review, B1 Rating Retained


G E R M A N Y

REVOCAR 2018: Moody's Affirms Ba2 Rating on EUR8.9MM Class D Notes


I R E L A N D

AVOCA CLO XX: Fitch Rates EUR12MM Class F Notes 'B-(EXP)sf'
AVOCA CLO XX: Moody's Gives (P)B2 Rating to EUR12MM Class F Notes


I T A L Y

CREDITO VALTELLINESE: DBRS Hikes LT Issuer Rating to BB (high)
TELECOM ITALIA: Moody's Completes Ratings Review, Ba1 CFR Retained
UNIPOL BANCA: Fitch Maintains BB+ LT IDR on Watch Negative


L U X E M B O U R G

HYPERION REFINANCE: Moody's Keeps B2 Term Loan Rating Amid Add-on
SS&C TECHNOLOGIES: Moody's Hikes Sr. Sec. Term Loans Rating to Ba2


N E T H E R L A N D S

CIMPRESS NV: Moody's Affirms Ba3 CFR & Alters Outlook to Negative


P O L A N D

CRYFROWY POLSAT: Moody's Completes Rating Review, Ba2 CFR Retained
PLAY COMMUNICATIONS: Moody's Completes Review, Ba3 CFR Retained


S P A I N

BANCO DE SABADELL: Fitch Takes Rating Actions on TDA CAM RMBS Deals
BBVA CONSUMO 9: DBRS Confirms BB(sf) Rating on Series B Notes
GRUPO COOPERATIVO: Fitch Alters Outlook to Pos., Affirms 'BB-' IDR
LIBERBANK SA: Fitch Upgrades LT IDR to BB+; Outlook Stable


S W E D E N

PERSTOP HOLDING: Moody's Hikes Corp. Family Rating to B2


U N I T E D   K I N G D O M

ARCADIA: Must Sell Loss-Making Brands, Industry Insiders Say
AVON INT'L: Fitch Rates EUR200M Revolving Facility BB+, Outlook Neg
CLOVEMEAD LIMITED: Decline in Trade Prompts Administration
GIRAFFE: Creditors to Vote on CVA Proposal on March 21
LONDON CAPITAL: MPs Call for Full FCA Probe Following Collapse

LOST INK: Commences "Orderly Wind-Down" of Whole Business
MISSPAP: Plans to Enter Into Creditors' Voluntary Liquidation
WORLDPAY LLC: S&P Places 'BB+' ICR on CreditWatch Positive

                           - - - - -


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B U L G A R I A
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BULGARIAN TELECOMMUNICATIONS: Moody's Completes Ratings Review
--------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Bulgarian Telecommunications Company EAD and other
ratings that are associated with the same analytical unit. The
review was conducted through a portfolio review in which Moody's
reassessed the appropriateness of the ratings in the context of the
relevant principal methodology(ies), recent developments, and a
comparison of the financial and operating profile to similarly
rated peers. The review did not involve a rating committee. Since
January 1, 2019, Moody's practice has been to issue a press release
following each periodic review to announce its completion.

Bulgarian Telecommunications Company (Vivacom) Ba3 CFR mainly
reflects its position as one of the leading telecom players in
Bulgaria together with its strong convergent product offering and
its low leverage for the rating category. Additionally, the rating
takes into account the company's good liquidity profile. The rating
also takes into consideration the modest scale of the company
compared to the peer group together with the strong competitive
dynamics in the Bulgarian market and uncertainties around the
future shareholder structure of the company and refinancing of debt
at parent-level.



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D E N M A R K
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DKT HOLDINGS: Moody's Completes Ratings Review, B1 Rating Retained
------------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of DKT Holdings ApS and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review in which Moody's reassessed the appropriateness of
the ratings in the context of the relevant principal
methodology(ies), recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

DKT's B1 rating reflects TDC's strong position in the Danish market
and its ownership of the most essential infrastructure in the
country. Moody's expects TDC's cash flow generation to improve on
the back of lower capital spending given high investments in the
past which supported high network quality.

The rating also reflects the company's revenue concentration in
Denmark and the highly competitive environment including continued
price pressures in the business segment. Moody's also considers the
company's high leverage and high dividend payout ratio.



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G E R M A N Y
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REVOCAR 2018: Moody's Affirms Ba2 Rating on EUR8.9MM Class D Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two Notes and
affirmed the ratings of further two Notes in RevoCar 2018:

  EUR364 million Class A Notes, Affirmed Aaa (sf); previously on
  May 22, 2018 Assigned Aaa (sf)

  EUR20.3 million Class B Notes, Upgraded to Aa3 (sf); previously
  on May 22, 2018 Assigned A1 (sf)

  EUR2.9 million Class C Notes, Upgraded to Baa1 (sf); previously
  on May 22, 2018 Assigned Baa2 (sf)

  EUR8.9 million Class D Notes, Affirmed Ba2 (sf); previously on
  May 22, 2018 Assigned Ba2 (sf)

RevoCar 2018 is a static cash securitisation of auto loan
receivables extended by Bank11 fuer Privatkunden und Handel GmbH
(Bank11), mainly to private obligors residing in Germany.

RATINGS RATIONALE

The rating action is prompted by deal deleveraging resulting in an
increase in credit enhancement for the affected tranches. Moody's
affirmed the ratings of the Notes that had sufficient credit
enhancement to maintain their current ratings.

INCREASE IN AVAILABLE CREDIT ENHANCEMENT:

Sequential amortization led to the increase in the credit
enhancement ("CE") available in this transaction.

CE supporting Classes B and C increased to 5.1% and 4.2% from 3.9%
and 3.2% at closing respectively.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
March 2019.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected; (2) deleveraging of the capital
structure; and (3) improvements in the credit quality of the
transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.



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I R E L A N D
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AVOCA CLO XX: Fitch Rates EUR12MM Class F Notes 'B-(EXP)sf'
-----------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XX Designated Activity Company
these expected ratings:

EUR2 million Class X: 'AAA(EXP)sf'; Outlook Stable
EUR238 million Class A-1: 'AAA(EXP)sf'; Outlook Stable
EUR10 million Class A-2: 'AAA(EXP)sf'; Outlook Stable
EUR28 million Class B-1: 'AA(EXP)sf'; Outlook Stable
EUR15 million Class B-2: 'AA(EXP)sf'; Outlook Stable
EUR24 million Class C: 'A (EXP)sf'; Outlook Stable
EUR23 million Class D: 'BBB(EXP)sf'; Outlook Stable
EUR22 million Class E: 'BB(EXP)sf'; Outlook Stable
EUR12 million Class F: 'B-(EXP)sf'; Outlook Stable
EUR31.9 million subordinated notes: 'NR(EXP)sf'

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

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

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B+'/'B' category. The Fitch weighted average rating factor (WARF)
of the identified portfolio is 31.39, below the covenanted maximum
at 33.

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 Fitch
weighted average recovery rating (WARR) of the identified portfolio
is 65.91%, above the covenanted minimum at 64%.

Diversified Asset Portfolio

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

Adverse Selection and Portfolio Management

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

Cash Flow Analysis

Up to 5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 3.75% of the target par.
Fitch modelled both 0% and 5% fixed-rate buckets and found that the
rated notes can withstand the interest rate mismatch associated
with each scenario.

Different Waterfall Structure

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

RATING SENSITIVITIES

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

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

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

DATA ADEQUACY

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

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

AVOCA CLO XX: Moody's Gives (P)B2 Rating to EUR12MM Class F Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to nine
classes of notes to be issued by Avoca CLO XX DAC:

  EUR2,000,000 Class X Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aaa (sf)

  EUR238,000,000 Class A-1 Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aaa (sf)

  EUR10,000,000 Class A-2 Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aaa (sf)

  EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes due
  2032, Assigned (P)Aa2 (sf)

  EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due
  2032, Assigned (P)Aa2 (sf)

  EUR24,000,000 Class C Deferrable Mezzanine Floating Rate Notes
  due 2032, Assigned (P)A2 (sf)

  EUR23,000,000 Class D Deferrable Mezzanine Floating Rate Notes
  due 2032, Assigned (P)Baa3 (sf)

  EUR22,000,000 Class E Deferrable Junior Floating Rate Notes due
  2032, Assigned (P)Ba2 (sf)

  EUR12,000,000 Class F Deferrable Junior Floating Rate Notes due
  2032, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

As described in Moody's methodology, the ratings analysis considers
the risks associated with the CLO's portfolio and structure. In
addition to quantitative assessments of credit risks such as
default and recovery risk of the underlying assets and their impact
on the rated tranche, our analysis also considers other various
qualitative factors such as legal and documentation features as
well as the role and performance of service providers such as the
collateral manager.

Avoca CLO XX DAC is a managed cash flow CLO. At least 96% of the
portfolio must consist of secured senior obligations and up to 4%
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 60-70%
ramped up and to be comprised predominantly of corporate loans to
obligors domiciled in Western Europe.

KKR Credit Advisors (Ireland) Unlimited Company ("KKR Ireland", the
"Manager"), 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 4.65 year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk and credit improved obligations, and are subject to certain
restrictions.

In addition to the nine classes of notes rated by Moody's, the
Issuer will issue EUR 31.9M 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.



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I T A L Y
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CREDITO VALTELLINESE: DBRS Hikes LT Issuer Rating to BB (high)
--------------------------------------------------------------
DBRS Ratings GmbH upgraded the ratings of Credito Valtellinese SpA
(Creval or the Bank) including its Long-Term Issuer Rating to BB
(high) from BB, and the Short-Term Issuer Rating to R-3 from R-4.
The trend on all ratings is now Stable. The Intrinsic Assessment
(IA) of the Bank is now BB (high), whilst the Support Assessment
remains at SA3.

KEY RATING CONSIDERATIONS

The upgrade of the Bank's Issuer Ratings to BB (high) / R-3 with a
Stable Trend, takes into account the significant progress made by
the Bank in reducing its large stock of Non-Performing Exposures
(NPEs). At year-end 2018, the total gross NPE ratio was 11%, down
from 22% at FY17, mainly as a result of disposals and NPE
securitizations. Despite the improvement, however, the Bank's asset
quality remains weak relative to European peers.

The upgrade also reflects the strengthening of the Bank's capital
ratios following the successful capital raise in March 2018 and the
approval from the Bank of Italy to use internal A-IRB credit risk
models. At year-end 2018, the Bank reported a fully loaded Common
Equity Tier 1 (CET1) ratio of 13.5% or 18.3% on a phased-in basis.
In DBRS's view, this puts Creval in a stronger position to
accelerate its NPE reduction plans.

The current ratings and the Stable Trend also incorporate DBRS's
view that Creval's profitability remains weak and is likely to only
improve gradually. In terms of a franchise, the ratings consider
Creval's solid market position in its home province of Sondrio, the
progress made with simplification of the corporate structure, as
well as the stable retail funding base.

The Bank's Deposit ratings were upgraded to BBB (low)/R-2 (middle),
Stable Trend. The Banks's Long-Term deposit rating is one notch
above the BB (high) IA, reflecting the full depositor preference in
bank insolvency and resolution proceedings, introduced in Italy
from January 1, 2019. For further information please refer to "DBRS
Upgrades Deposit Ratings of Certain Italian Banks".

RATING DRIVERS

Positive rating implications would require a return to sustained
profitability and further improvement in asset quality. Negative
implications are less likely given the upgrade, but they could
arise should the Bank be unable to improve its profitability, and
there was a significant weakening of capital and funding.

RATING RATIONALE

Creval is a small-medium sized retail & Commercial Bank, with a
meaningful presence in the regions of Lombardy (especially in its
home province of Sondrio) and Sicily. In 2018, the Bank continued
to streamline its operations by reducing the number of legal
entities, closing retail branches and reducing the number of
employees. In addition, as part of the strategy to boost revenues,
the Bank has strengthened its presence in factoring and
salary-loans business, as well as signing a partnership with Credit
Agricole for the distribution of life insurance and investment
products.

Following the EUR 700 million recapitalizations completed in March
2018, the Bank's shareholder meeting appointed a new board of
directors in October 2018, and a new CEO was appointed in February
2019. The management is now expected to release a new business plan
in 2Q19. This, in DBRS's view, will likely include additional
measures to improve profitability and asset quality.

Creval's profitability levels remained weak in 2018 reflecting a
combination of lackluster revenues, modest efficiency levels and
high cost of credit. The Bank posted a net profit of EUR 32
million, compared to a net loss of EUR 332 million in 2017. The
results, however, benefitted from a positive tax income equal to
EUR 134 million which included several one-off items.

In 2018, Creval made significant progress in reducing its large
stock of NPEs. The gross stock decreased to EUR 2 billion from EUR
4 billion at FY17, supported by a combination of securitizations
and direct sales. The gross NPE ratio dropped to 11% from 21.7% at
FY17, while the net NPE ratio was 5.2%, down from 13.2%. Despite
the improvement, however, the Bank's asset quality remains weak
relative to European peers.

In 2018, NPE coverage levels strengthened across all NPE
categories. Total NPE coverage, with the IFRS 9 first-time adoption
(FTA), was 55.9%, up from 45.3% in 2017. The higher provisioning
levels will likely support further NPE disposals. At FY18, 69% of
the Bank's total net NPE stock was composed of Unlikely-to-Pay
Loans (UTPs).

Creval's funding profile is underpinned by a stable retail deposit
base. Access to the wholesale market has become increasingly
challenging with the rise of the Italian Sovereign bond yields. In
DBRS's view, the Bank's liquidity position is acceptable with a
stock of unencumbered assets of EUR 2.9 billion. For the period
2019-2020, the Bank has total bond maturities of EUR 836 million,
and ECB TLTRO II funds of EUR 2.5 billion maturing by March 2021.

Creval's capital position strengthened in 2018 with the
fully-loaded CET1 ratio, including the IFRS 9 FTA, at 13.5%, (or
18.3% phased-in), up from 10.4% at FY17. At these levels, in DBRS's
view, Creval is in a stronger position to accelerate its plans for
further NPE reduction. The improvement in the Bank's capital ratios
was supported by several actions, including a rights issue of EUR
700 million in March 2018, the approval of the A-IRB models in
September 2018, as well as the bancassurance agreements.

The Grid Summary Grades for Credito Valtellinese SpA are as
follows: Franchise Strength – Moderate; Earnings – Weak; Risk
Profile – Moderate / Weak; Funding & Liquidity – Moderate;
Capitalization – Moderate.

Notes: All figures are in EUR unless otherwise noted.

TELECOM ITALIA: Moody's Completes Ratings Review, Ba1 CFR Retained
------------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Telecom Italia S.p.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology(ies), recent developments, and a comparison
of the financial and operating profile to similarly rated peers.
The review did not involve a rating committee. Since January 1,
2019, Moody's practice has been to issue a press release following
each periodic review to announce its completion.

Telecom Italia's Ba1 CFR reflects the company's positioning as the
incumbent telecom operator in Italy together with geographical
diversification in Brazil. It also reflects the company's high
leverage and its continued commitment towards debt reduction.

The rating also takes into account Moody's concerns related to the
company's corporate governance together with the deterioration in
operating performance after the entry of Iliad in the Italian
market and the continued need for the company to invest in
full-fiber technology.

UNIPOL BANCA: Fitch Maintains BB+ LT IDR on Watch Negative
----------------------------------------------------------
Fitch Ratings has maintained Unipol Banca S.p.A.'s (Unipol Banca)
'BB+' Long-Term Issuer Default Rating (IDR) on Rating Watch
Negative (RWN) and its 'b' Viability Rating (VR) on Rating Watch
Positive (RWP).

KEY RATING DRIVERS

IDRS AND SUPPORT RATING (SR)
Unipol Banca's IDRs and SR reflect Fitch's view of a moderate
probability that support would be provided, in case of need, from
the bank's ultimate parent company Unipol Gruppo S.p.A. (UG,
BBB/Negative). UG recently agreed to sell Unipol Banca to BPER
Banca S.p.A. (BPER, BB/Positive), but Fitch believes that a default
of the banking subsidiary would continue to carry a high
reputational risk for the group until the sale is finalised. The
sale is also subject to the maintenance of certain levels of
overall funding by Unipol Banca..

We believe that any support required by Unipol Banca would be
manageable for UG, given its excess resources compared with the
size of its subsidiary, and would be favoured by Banca d'Italia,
the regulator supervising both entities. The two-notch difference
between Unipol Banca's and UG's ratings primarily reflects the
non-strategic nature of the ownership, as evidenced by the recent
agreement to sell the bank.

The RWN reflects Fitch's expectation that the announced transaction
will go ahead, and as a result, Unipol Banca will cease to benefit
from the support of UG, while BPER, whose Long-Term IDR is lower
than those of Unipol Banca and UG, will become the parent bank and
provider of institutional support.

VR
Unipol Banca's VR reflects its business model as a traditional
commercial bank in Italy with nominal franchises domestically and
its gradual recovery in financial performance following the
restructuring completed in 1Q18.

Fitch believes that the bank is keeping asset quality under
control, with an impaired loans ratio that it estimates will have
fallen below 10% at end-2018. At this level, the ratio is broadly
in line with the domestic average, but remains high by global
industry averages. Following the massive balance sheet clean-up
that deconsolidated around EUR3 billion of impaired loans in 1Q18,
Unipol Banca's asset quality metrics benefited from reduced inflows
of new impaired loans and further reductions in impaired loans
through recoveries and small disposals. Its stricter risk controls
and more prudent lending standards should help the bank keep its
credit risk manageable.

Impaired loans are adequately reserved and the bank's coverage
ratio is at the higher end of the domestic peers' range. Fitch's
assessment of Unipol Banca's asset quality also takes into account
concentration risks in the loan portfolio, due to legacy exposures
in the riskier real estate and construction sectors. The securities
portfolio is almost entirely invested in Italian sovereign bonds.

We believe that Unipol Banca's capitalisation remains not entirely
commensurate with risks, despite acknowledging the benefits of the
recent doubtful loan spin-off. Fitch estimates capital encumbrance
by unreserved impaired loans to have decreased to about 60%-70% of
Fitch Core Capital (FCC) at end-2018, which remains high by global
industry comparison but better than some rated Italian banks, while
Italian government bonds represented over 250% of FCC at the same
date. Fitch's assessment also reflects the small size of Unipol
Banca's capital base, which renders the bank vulnerable to moderate
shocks, in Fitch's view.

In 2018 the bank reported its first operating profit following
several years of losses, mainly supported by normalised loan
impairment charges and slightly improved commercial effectiveness
in fee-intensive business. However, Fitch believes that the
operating profitability remains weak, with an estimated operating
profit/RWAs of less than 0.3% in 2018. A full turnaround of the
bank's profitability has not yet been achieved and Fitch still
considers the bank's ability to generate profits sensitive to the
economic and interest rate cycles.

Unipol Banca is mainly deposit-funded and its deposit franchise
should strengthen once it is integrated into BPER. To date, Unipol
Banca's standalone liquidity profile has benefited from the bank
being part of UG group and from large amounts of deposits it
receives from UG group entities. The bank also owns an adequate
stock of unencumbered liquid assets.

The RWP reflects Fitch's view that Unipol Banca's strategy,
execution capabilities and risk appetite will improve as the bank
is integrated into, and becomes part of, BPER, for which Fitch
assesses more positively these factors.

RATING SENSITIVITIES
IDRS, VR and SUPPORT RATING

Fitch expects to review the Rating Watches on Unipol Banca's
ratings upon acquisition by BPER. Upon acquisition, Fitch will
likely align Unipol Banca's IDRs with BPER's. The RWN on Unipol
Banca's Long-Term IDR would be removed if BPER's Long-Term IDR is
upgraded before the acquisition is completed.

The VR could be upgraded if Unipol Banca demonstrates its ability
to improve profitability while maintaining adequate capital levels
and strong control of its asset quality. The rating could be
downgraded if the bank fails to improve profitability and if
impaired loans increase significantly and weigh heavily on
capitalisation, which Fitch views as unlikely given the short time
frame within which the bank will be merged into BPER.

Ahead of Unipol Banca being acquired by BPER, its Long-Term IDR
remains sensitive to a downgrade of UG's ratings, which are
currently on Negative Outlook.

The rating actions are:

Long-Term IDR: 'BB+' maintained on RWN
Short-Term IDR: affirmed at 'B'
Viability Rating: 'b' maintained on RWP
Support Rating: affirmed at '3'



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L U X E M B O U R G
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HYPERION REFINANCE: Moody's Keeps B2 Term Loan Rating Amid Add-on
-----------------------------------------------------------------
Moody's Investors Service has said that Hyperion Refinance
S.a.r.l.'s B2 guaranteed Senior Secured Term Loan rating will
remain unchanged as the company is raising an additional USD130
million (GBP100 million equivalent) as part of the same US Dollar
facility. This follows the USD115 million previous Debt add on in
November 2018.

The B2 rating on the group's guaranteed term loan facility is in
line with the CFR of Hyperion Insurance Group Limited (Hyperion)
reflecting the largely senior secured debt structure with limited
levels of deferred consideration ranking behind the senior debt.

The B2 CFR rating reflects the company's strong market presence in
its chosen niche segments, its strong diversification across
geographic regions and business lines, very good EBITDA margins and
a track record of robust organic growth. In Moody's view, these
strengths are tempered by the group's weak bottom line
profitability, inherent risk associated with the Hyperion's active
acquisition strategy, significant financial leverage and rising
outstanding financial debt obligations.

The CFR is constrained by the group's high leverage profile and the
agency's expectation of ongoing material cash outflows related to
past and future acquisitions.

The planned debt add-on will bring total reported borrowings of the
group to GBP1,142million (GBP1,042 million as of Dec 2018). The
USD130 million debt proceeds (in USD equivalent) will fund the
Locked Account that can only be accessed to fund future
acquisitions, purchase minority interests, pay deferred
consideration obligations or repay credit facilities.

While debt levels are increasing, EBITDA is also growing supported
by organic and non-organic (bolt-on acquisitions) growth.
Hyperion's financial leverage, as measured by Moody's adjusted
gross debt-to-EBITDA, is expected to remain consistent with B2
rated peers. We estimate the pro forma financial leverage post
add-on to be at 6.6x for FY 2019 or 6.2x when we net the locked
account, in line with 2018 leverage ratios.

WHAT COULD DRIVE THE RATING UP / DOWN

Factors that could lead to an upgrade of Hyperion's ratings
include: (i) EBITDA coverage of interest consistently exceeding
3.0x; (ii) free-cash-flow-to-debt ratio consistently exceeding 6%;
and (iii) debt-to-EBITDA ratio below 4.5x.

Factors that could lead to a rating downgrade include: (i) EBITDA
coverage of interest below 1.5x; (ii) free-cash-flow-to-debt ratio
remaining below 3% for the foreseeable future; and/or (iii)
debt-to-EBITDA ratio consistently above 6.5x.

SS&C TECHNOLOGIES: Moody's Hikes Sr. Sec. Term Loans Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service affirmed SS&C Technologies Holdings,
Inc.'s Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of
Default Rating ("PDR"), the B2 rating on the company's unsecured
notes (issued by SS&C Technologies, Inc.), and the issuer's
Speculative Grade Liquidity (SGL) rating of SGL-1. Concurrently,
Moody's upgraded the ratings on the company's senior secured credit
facilities at its subsidiaries to Ba2 from Ba3. The upgrade of the
bank debt follows the recent upsizing of the senior unsecured note
issue to $2.0 billion from $750 million and resulting reduction in
outstanding bank debt, which, in aggregate, adds material
incremental first loss support to the senior secured credit
facilities. Moody's affirmed the ratings because debt and leverage
are unchanged and the increase in cash interest costs is not
significant in relation to the company's free cash flow ("FCF").
The ratings outlook is stable.

Moody's upgraded the following ratings:

Issuer: SS&C Technologies, Inc.

  Senior Secured Term Loans, Upgraded to Ba2 (LGD3) from Ba3
  (LGD3)

  Senior Secured Revolving Credit Facility, Upgraded to Ba2 (LGD3)

  from Ba3 (LGD3)

Issuer: SS&C Technologies Holdings Europe S.a.r.l.

  Senior Secured Term Loans, Upgraded to Ba2 (LGD3) from Ba3
  (LGD3)

Moody's affirmed the following ratings:

Issuer: SS&C Technologies Holdings, Inc.

  Corporate Family Rating, Affirmed Ba3

  Probability of Default Rating, Affirmed Ba3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-1

Issuer: SS&C Technologies, Inc.

  Senior Unsecured Gtd Global Notes due 2027, Affirmed B2 (LGD6)

Outlook Action:

Issuer: SS&C Technologies Holdings, Inc.

  Outlook remains Stable

Issuer: SS&C Technologies, Inc.

  Outlook remains Stable

Issuer: SS&C Technologies Holdings Europe S.a.r.l.

  Outlook remains Stable

RATINGS RATIONALE

SS&C's Ba3 CFR, which is weakly positioned, is constrained by the
issuer's elevated pro forma gross leverage of approximately 6x
debt-to-EBITDA (Moody's adjusted), the company's acquisitive growth
strategy, and execution risk related to the integration of three
sizable acquisitions consummated over the past year. Additionally,
the company's ratings are negatively impacted by the company's
concentrated vertical market focus as a provider of software and
software-enabled services to the economically sensitive financial
services industry. The ratings are supported by SS&C's large
operating scale, sizeable FCF driven by strong projected
profitability, management's solid track record of integrating prior
acquisitions and quickly deleveraging after acquisitions, and
Moody's expectation that the company will use FCF to reduce debt.
SS&C generates about 90% of its revenues from recurring,
transaction-based services. The company has very good liquidity
which provides cushion to absorb temporary operational challenges.

The SGL-1 liquidity rating reflects SS&C's very good liquidity,
with pro forma cash of approximately $163 million as of December
31, 2018 and Moody's expectation of approximately $600 million in
pro forma FCF over the coming 12 months. The company's liquidity is
also supported by nearly full borrowing availability under the
company's $250 million revolver. Borrowings under revolving credit
facility are subject to net leverage ratio covenant (7.25x
initially with additional step-downs) if utilization exceeds 30%.
Moody's does not expect the covenant to be triggered and the
company has ample operating cushion under the covenant. The term
loans do not include any financial maintenance covenants and
require mandatory repayment from excess cash flow based on leverage
levels.

The stable outlook reflects Moody's expectations that SS&C's FCF
will increase to the high single digit percentages of total debt
over the next 12 to 18 months and total debt to EBITDA (both
Moody's adjusted) will decline towards the low 5x level (pro forma
for expected synergies) by the end of 2019, with further
strengthening of the credit metrics in 2020.

FACTORS THAT COULD LEAD TO AN UPGRADE

The rating could be upgraded if SS&C successfully integrates recent
acquisitions and establishes a track record of conservative
financial policies while realizing strong earnings growth and
sustaining total debt to EBITDA (Moody's adjusted) below 4x.

FACTORS THAT COULD LEAD TO A DOWNGRADE

The ratings could be downgraded if SS&C's experiences meaningful
disruptions as it integrates recent acquisitions which pressure
operating performance and delay debt repayment efforts, such that
debt leverage is expected to remain above 5x and FCF is modest over
an extended period of time.

SS&C is a leading provider of software and software-enabled
services to over 11,000 clients in the financial services industry.
Pro forma 2018 revenue for the publicly-traded company is
approximately $4.7 billion.



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

CIMPRESS NV: Moody's Affirms Ba3 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed its ratings for Cimpress N.V.,
including the company's Ba3 Corporate Family Rating (CFR) and
Ba3-PD Probability of Default Rating, and the Ba2 and B2 ratings
for the company's senior secured credit facilities and senior
unsecured notes, respectively. The Speculative Grade Liquidity
Rating was downgraded to SGL-2, from SGL-1, and the ratings outlook
was changed to negative, from stable.

The rating actions follow two quarters of slowing revenue growth,
particularly in the company's core Vistaprint business, according
to Moody's, and incorporate the recent downward revision in
Cimpress management's fiscal year (June 30th) 2019 revenue
guidance. Moody's noted that Cimpress' historically strong organic
growth in a declining print industry had generally been a key
credit strength underpinning the benchmark Ba corporate family
rating, but that the company's plan to reduce marketing spend at
Vistaprint may be more detrimental than its FY 2019 revenue
guidance suggests. Moody's also noted that increased competition,
coupled with requisite investment to improve Vistaprint's mobile
site and overall customer experience more broadly, would also
likely weigh on profitability and subsequently erode key credit
metrics into FY 2020, thereby supporting the ratings outlook
revision to a negative bias.

"The online custom print industry has clearly become more
competitive," according to Harold Steiner, Moody's lead analyst for
Cimpress.

"Pulling back on marketing spend affords incremental opportunity
for competitors, in our estimation, and improving the customer
experience will take time to bear fruit," added Steiner.

Moody's took the following rating actions:

Affirmations:

Issuer: Cimpress N.V.

  Probability of Default Rating, Affirmed Ba3-PD

  Corporate Family Rating, Affirmed Ba3

  Senior Secured Revolving Credit Facility, Affirmed Ba2 (LGD3)

  Senior Secured Term Loan, Affirmed Ba2 (LGD3)

  Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5)

Issuer: Cimpress USA Incorporated

  Senior Secured Term Loan, Affirmed Ba2 (LGD3)

Downgrades:

Issuer: Cimpress N.V.

  Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
  SGL-1

Outlook Actions:

Issuer: Cimpress N.V.

  Outlook, Changed To Negative From Stable

Issuer: Cimpress USA Incorporated

  Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Cimpress N.V.'s Ba3 CFR broadly reflects the company's robust cash
flows owing to its entrenched position and well-known brands albeit
in an increasingly competitive online custom print market, balanced
by growing leverage and shareholder-friendly financial policies.
The recent slowdown across a number of the company's business
segments -- notably Vistaprint -- portends weakly for future
revenue growth and margin sustainability and points to what Moody's
believes to be increased competition across the industry. Moody's
also asserts that financial policies have become more aggressive
over the past few years, as well, and are liable to continue as
such given the recent sell-off in the company's stock. Leverage
(Moody's-adjusted debt-to-EBITDA, as of December 31, 2018) has
grown on an absolute and relative (to the company's valuation)
basis and remains high for the rating at approximately 4.0x. Unless
the company diverts some of its strong cash flow to voluntary debt
repayment, leverage is likely to grow further given Moody's
expectation of soft performance and increased investment needed to
improve the customer experience. Good liquidity, in spite of the
company's sizeable discretionary spend, continues to provide key
ratings support, nonetheless, and should be more than adequate to
support management's turnaround efforts.

The negative outlook reflects the risk that the company will have
difficulty reinvigorating organic revenue growth and sustaining
margins. Additionally, it reflects the possibility that financial
policies may become more aggressive given the currently low stock
price.

The ratings could be downgraded should organic revenue growth
continue to stagnate, margins deteriorate, liquidity weaken or
financial policies become more aggressive. Moody's believes this
could be evidenced by debt-to-EBITDA leverage remaining above
4.0x.

While unlikely in the near-term given the negative outlook, ratings
could be upgraded if debt-to-EBITDA is sustained below 3.0x, free
cash flow-to-debt is sustained above 5%, liquidity remains very
good, and organic growth reverts to the high-single digit percent
range owing to a supportive business environment and solid
operating fundamentals.

Headquartered in the Netherlands, Cimpress N.V. is a provider of
customized marketing products and services to small businesses and
consumers worldwide, largely comprised of printed and other
physical products. Revenue for the twelve months ended December 31,
2018 was approximately $2.7 billion.



===========
P O L A N D
===========

CRYFROWY POLSAT: Moody's Completes Rating Review, Ba2 CFR Retained
------------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Cyfrowy Polsat S.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology(ies), recent developments, and a comparison
of the financial and operating profile to similarly rated peers.
The review did not involve a rating committee. Since January 1,
2019, Moody's practice has been to issue a press release following
each periodic review to announce its completion.

Cyfrowy Polsat's Ba2 CFR reflects the company's strong positioning
as a leading convergent operator in the Polish telecom market, its
good liquidity profile and its prudent financial policy inclusive
of a net leverage target of 1.75x over the medium term. It also
takes into consideration the company's low exposure to foreign
exchange risk and its simplified corporate and capital structure.

The rating also factors in the delay in the company's deleveraging
prospects as a result of the acquisition of a majority stake in
Netia, the limited international diversification and the strong
competitive pressures affecting the Polish telecom market.

PLAY COMMUNICATIONS: Moody's Completes Review, Ba3 CFR Retained
---------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Play Communications S.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review in which Moody's reassessed the
appropriateness of the ratings in the context of the relevant
principal methodology(ies), recent developments, and a comparison
of the financial and operating profile to similarly rated peers.
The review did not involve a rating committee. Since January 1,
2019, Moody's practice has been to issue a press release following
each periodic review to announce its completion.

Play Communications' Ba3 CFR reflects its positioning as the
largest mobile operator by number of subscribers in the Polish
market, the substantial reduction in gross leverage after the
company's IPO in 2017 and its stable and recurring positive free
cash flow generation. The rating also factors in the ongoing
enhancements of its mobile network and the gradually decreasing
reliance on mobile roaming agreements with other operators.

The rating also takes into consideration the mobile-centric nature
of the business and the potential threat of convergent operators,
the lack of geographical diversification and the moderate
deleveraging prospects over the medium term.



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

BANCO DE SABADELL: Fitch Takes Rating Actions on TDA CAM RMBS Deals
-------------------------------------------------------------------
Fitch Ratings has upgraded four tranches and affirmed five others
of four Spanish RMBS transactions of the TDA CAM programme. The
Outlooks are Stable.

The transactions comprise residential mortgages serviced by Banco
de Sabadell S.A.

KEY RATING DRIVERS

Stable Asset Performance  

The transactions continue to show sound asset performance with
three-month plus arrears (excluding defaults) as a percentage of
pool current balances being lower than 0.5% as of the latest
reporting dates. Fitch expects performance to remain stable over
the short- to medium-term due to the seasoning of the mortgages of
around 15 years, the prevailing low interest rate environment and
the positive Spanish economic outlook.

Credit Enhancement (CE) to Continue Rising

Fitch expects CE to continue increasing across the four
transactions in the short-term given sequential amortisation of the
notes. However, the CE ratio for TdA CAM 7 class B notes could
decrease in the medium-term if the performance triggers are met,
allowing the reserve fund to fall to its absolute floor. Fitch
views these CE trends as sufficient to withstand the rating
stresses commensurate with the rating actions.

Payment Interruption Risk Caps Rating
Fitch views TDA CAM 6 and 7 as being exposed to payment
interruption risk in the event of a servicer disruption as the
available liquidity sources (reserve funds) are considered
insufficient to cover senior fees, net swap payments and senior
notes' interest during a minimum of three- month period needed to
implement alternative arrangements. The notes' maximum achievable
ratings are commensurate with the 'Asf' category, in line with
Fitch's Structured Finance and Covered Bonds Counterparty Rating
Criteria.

Rating Caps Due to Counterparty Risks
TDA CAM 4 class B notes' rating is capped at the SPV account bank
provider's, Societe Generale, Deposit Rating of 'A+' as the
transaction cash reserves held at this entity represent a material
source of CE for these notes. The rating cap reflects the excessive
counterparty dependency on the SPV account bank holding the cash
reserves, as the sudden loss of these funds would imply a downgrade
of 10 or more notches of these notes in accordance with Fitch's
Structure Finance and Covered Bonds Counterparty Rating Criteria.

Portfolios' High-Risk Attributes
The securitised portfolios are exposed to geographical
concentration in the regions of Valencia and Murcia. In line with
Fitch's European RMBS Rating Criteria, higher rating multiples are
applied to the base foreclosure frequency (FF) assumption to the
portion of the portfolio that exceeds 2.5x the population within
these regions. Additionally, a share of these portfolios ranging
from 13% and 23% is linked to second homes, which are higher-risk
than owner-occupied loans, and are subject to a FF adjustment
factor of 150%.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could have
negative rating implications, especially for junior tranches that
are less protected by structural CE. As TDA CAM 4 class B notes'
rating is capped at the SPV account bank provider's rating, a
change to the account bank rating could trigger corresponding
changes to the notes' rating.

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
pools and the transactions. 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. Fitch did not undertake a review of the information
provided about the underlying asset pools ahead of the
transactions' initial closing.

The subsequent performance of the transactions over the years is
consistent with the agency's expectations given the operating
environment and Fitch is therefore satisfied that the asset pool
information relied upon for its initial rating analysis was
adequately reliable.

Overall, 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.

SOURCES OF INFORMATION

The information below was used in the analysis.
Loan level data sourced from the European Data Warehouse with the
following cut-off dates:

-- November 2018 for TDA CAM 4

-- September 2018 for TDA CAM 5 and TDA CAM 6

-- October 2018 for TDA CAM 7

MODELS
ResiGlobal.
EMEA Cash Flow Model.

Full list of rating actions

TDA CAM 4, FTA
Class A (ES0377991007): affirmed at 'AAAsf'; Outlook Stable
Class B (ES0377991015): upgraded to 'A+sf' from 'Asf'; Outlook
Stable

TDA CAM 5, FTA
Class A (ES0377992005): affirmed at 'AA+sf'; Outlook Stable
Class B (ES0377992013): affirmed at 'BBsf'; Outlook Stable

TDA CAM 6, FTA
Class A3 (ES0377993029): upgraded to 'A+sf' from 'A-sf'; Outlook
Stable
Class B (ES0377993037): upgraded to 'Bsf' from 'CCCsf'; Outlook
Stable

TDA CAM 7, FTA
Class A2 (ES0377994019): affirmed at 'A+sf'; Outlook Stable
Class A3 (ES0377994027): affirmed at 'A+sf'; Outlook Stable
Class B (ES0377994035): upgraded to 'Bsf' from 'CCCsf'; Outlook
Stable

Class E affirmed at 'BB-sf'; Outlook revised to Positive from
Stable.

BBVA CONSUMO 9: DBRS Confirms BB(sf) Rating on Series B Notes
-------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings of A (sf) on the Series A
Notes and BB (sf) on the Series B Notes, issued by BBVA Consumo 9
FT (the Issuer).

The rating on the Series A Notes addresses the timely payment of
interest and ultimate payment of principal on or before September
2033 (the final maturity date). The rating on the Series B Notes
addresses the ultimate payment of interest and principal on or
before the final maturity date.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults and
losses, as of the December 2018 payment date.

-- Probability of default (PD), loss given default (LGD) and
expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels.

The Issuer is a securitization of Spanish consumer loan receivables
originated and serviced by Banco Bilbao Vizcaya Argentaria, S.A.
(BBVA). The transaction closed in March 2017 and included an
18-month revolving period, which ended in September 2018.

PORTFOLIO PERFORMANCE

As of December 2018, loans that were two- to three months in
arrears represented 0.4% of the outstanding portfolio balance, up
from 0.2% in December 2017; the 90+ delinquency ratio was 1.9%, up
from 0.5% in December 2017; and the cumulative default ratio was
low at 0.1%.

PORTFOLIO ASSUMPTIONS

DBRS conducted a loan-by-loan analysis of the remaining pool of
receivables and has updated its base case PD and LGD assumptions to
9.5% and 80.0% respectively.

CREDIT ENHANCEMENT

As of the December 2018 payment date, credit enhancement to the
Series A Notes was 14.8% and credit enhancement to the Series B
Notes was 4.9%, which is a slight increase from closing due to
deleveraging of the transaction following the end of the revolving
period. Credit enhancement is provided by the subordination of the
junior classes and the cash reserve.

The transaction benefits from a cash reserve of EUR 61.9 million,
which is available to cover senior fees, interest, and principal on
the Series A Notes and Series B Notes.

BBVA acts as the Account Bank for the transaction. Based on the
reference rating of BBVA at A (high), which is one notch below its
DBRS Long-Term Critical Obligations Rating (COR) of AA (low), the
downgrade provisions outlined in the transaction documents, and
other mitigating factors inherent in the transaction structure,
DBRS considers the risk arising from the exposure to the Account
Bank to be consistent with the ratings assigned to the Series A
Notes, as described in DBRS's "Legal Criteria for European
Structured Finance Transactions" methodology.

Notes: All figures are in Euros unless otherwise noted.

GRUPO COOPERATIVO: Fitch Alters Outlook to Pos., Affirms 'BB-' IDR
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Grupo Cooperativo
Cajamar's (GCC) Long-Term Issuer Default Rating (IDR) to Positive
from Stable. Fitch has also affirmed GCC's Long-Term IDR at 'BB-',
Short-Term IDR at 'B' and Viability Rating (VR) at 'bb-'.

At the same time, Fitch has taken the same rating action on GCC's
central bank, Banco de Credito Social Cooperativo, S.A. (BCC) and
GCC's largest cooperative bank, Cajamar Caja Rural, Sociedad
Cooperativa de Credito (Cajamar Caja Rural). A full list of rating
actions is at the end of this Rating Action Commentary.

GCC is not a legal entity, but a cooperative banking group. Its 18
credit cooperatives and BCC are bound by a mutual support mechanism
under which members mutualise 100% of profits and have a
cross-support mechanism for capital and liquidity. Fitch
consequently assigns group ratings in accordance with Annex 4 of
its Bank Rating Criteria and have the same IDRs for GCC, BCC and
Cajamar Caja Rural.

KEY RATING DRIVERS  

IDRs AND VR

The ratings of GCC reflect its improving, but still weak, asset
quality metrics, which result in a high capital encumbrance to
unreserved problem assets, and its modest core banking
profitability. The ratings also factor in its adequate retail
franchise as the largest cooperative bank in Spain and acceptable
funding and liquidity.

The Outlook revision to Positive reflects Fitch's expectations that
the volume of legacy non-performing loans (NPLs) and foreclosed
assets will continue to decline at a reasonable pace in the
near-term. This, combined with internal capital generation mainly
from earnings retention, should result in a reduction of GCC's
capital encumbrance from unreserved problem assets.

The speed of reduction of the stock of problem assets accelerated
in 2018 to 20% (compared with 15% and 12% in 2017 and 2016,
respectively) as recoveries, write-offs, sales and foreclosures
outpaced new non-performing loans. GCC has mainly focused on
organic problem asset reduction instead of large problem assets
portfolio sales to institutional investors. This strategy has left
its problem assets (which include NPLs and net foreclosed assets)
ratio higher than most domestic peers' at 12.8% at end-2018, which
remains high by international standards. Reserve coverage for NPLs
of 43% is at the low end of the domestic sector average.

GCC's capitalisation is maintained with moderate buffers above
minimum requirements. The group's fully-loaded common equity Tier 1
(CET 1) ratio improved significantly to 11.5% at end-2018 from
10.1% on 1 January 2018. The ratio captures the full impact of
IRFS9 implementation (around 75bp), supported by regular capital
contributions from cooperative memberships, earnings retention and
a decline in risk-weighted assets following a reduction of problem
assets. However, GCC's vulnerability to unreserved problem assets,
while reduced, remains high with unreserved problem assets
accounting for 119% of fully loaded CET 1 capital at end-2018
(around 150% at 1 January 2018).

GCC's earnings are modest and partly rely on interest revenue
generated on a large government securities portfolio. In its aim to
enhance net interest income, the group intends to further grow
lending to the higher-yielding SMEs and consumer loans. This,
together with declining impairment charges and cost control, should
support future earnings. However, Fitch believes that improving
core banking profitability in the current low interest rate
environment represents a challenge given the bank's less
diversified revenue profile.

We believe GCC's funding structure is adequate for the group's
business model, with loans mainly funded by a granular retail
deposit base. Wholesale funding is limited while ECB funding is
above peers' at 11% of total assets at end-2018 and is used largely
to finance the group's government bonds portfolio. Fitch assesses
GCC's liquidity position as acceptable in the context of upcoming
debt maturities.

SUPPORT RATING AND SUPPORT RATING FLOOR

GCC's Support Rating (SR) of '5' and Support Rating Floor (SRF) of
'No Floor' reflect Fitch's belief that senior creditors can no
longer rely on receiving full extraordinary support from the
sovereign if GCC becomes non-viable. The EU's Bank Recovery and
Resolution Directive and the Single Resolution Mechanism for
eurozone banks provide a framework for resolving banks that is
likely to require senior creditors to participate in losses,
instead of, or ahead of, a bank receiving sovereign support.

SUBORDINATED DEBT

BCC's subordinated debt is notched down once from the group's VR
for loss severity because of lower recovery expectations relative
to senior unsecured debt. These securities are subordinated to all
senior unsecured creditors.

RATING SENSITIVITIES

IDRs AND VR

GCC's ratings could be upgraded over the next 18 to 24 months if
the group maintains its pace of reduction of problem assets without
undermining its capital position, resulting in a reduction of the
group's capital exposure to unreserved problem assets. Improved
earnings from its banking business would also be rating-positive.

Failure to reduce problem assets as planned or a weakening of
internal capital generation could lead to a revision of the Outlook
to Stable. A negative asset-quality shock or a material
deterioration of capital and profitability would be
rating-negative.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support domestic banks. While not impossible, this is highly
unlikely, in Fitch's view.

SUBORDINATED DEBT

The rating on BCC's subordinated notes is sensitive to changes to
GCC's VR. The rating is also sensitive to a widening of notching if
Fitch's view of the probability of non-performance increases
relative to the probability of the group failing, as captured by
its VR.

The rating actions are:

Grupo Cooperativo Cajamar
Long-Term IDR affirmed at 'BB-'; Outlook revised to Positive from
Stable
Short-Term IDR affirmed at 'B'
Viability Rating affirmed at 'bb-'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'No Floor'

Banco de Credito Social Cooperativo, S.A.
Long-Term IDR affirmed at 'BB-'; Outlook revised to Positive from
Stable
Short-Term IDR affirmed at 'B'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'No Floor'
Subordinated debt: affirmed at 'B+'

Cajamar Caja Rural, Sociedad Cooperativa de Credito
Long-Term IDR affirmed at 'BB-'; Outlook revised to Positive from
Stable
Short-Term IDR affirmed at 'B'

LIBERBANK SA: Fitch Upgrades LT IDR to BB+; Outlook Stable
----------------------------------------------------------
Fitch Ratings has upgraded Liberbank, S.A.'s Long-Term Issuer
Default Rating (IDR) to 'BB+' from 'BB' and Viability Rating (VR)
to 'bb+' from 'bb'. The Outlook on its Long-Term IDR is Stable.

Fitch has also withdrawn Liberbank's fully owned bank subsidiary's,
Banco de Castilla-La Mancha (Banco CLM), ratings as the bank has
ceased to exist as a legal entity upon its merger with Liberbank. A
full list of rating actions is at the end of this rating action
commentary.

The upgrade reflects Liberbank's significant progress in reducing
non-performing loans (NPLs) and foreclosed assets, which has
resulted in a reduction of the bank's capital encumbrance from
unreserved problem assets.

KEY RATING DRIVERS

IDRS AND VR

The ratings of Liberbank reflect the substantial reduction of its
problem assets, which has reduced capital at risk from unreserved
problem assets. The ratings also factor in the bank's sound
regional franchise, adequate funding and liquidity profile and the
challenge to improve operating profitability.

The bank's asset-quality metrics have considerably improved in the
past three years following a substantial reduction in both the
stock of legacy NPLs and foreclosed assets (through both organic
reduction and portfolio sales), bringing the bank's problem assets
ratio to 8.8% at end-2018, which is more in line with that of its
domestic peers, down from 20% at end-2016. However, the ratio
remains high by EU standards. Coverage for NPLs was adequate at 53%
at end-2018. Fitch expects the bank to continue to actively manage
down its problem assets exposure in the medium-term, benefitting
from Spain's positive economic environment and recovering property
market.

Capitalisation is maintained with moderate buffers over regulatory
minimums. The bank's fully loaded common equity Tier 1 (CET1) ratio
improved to 12.1% at end-2018 from 11.9% at end-2017. At the same
time, fully loaded CET1 capital encumbrance from unreserved problem
assets decreased significantly to around 74% at end-2018 (from
close to 120% at end-2017). Despite the improvement, Liberbank's
capital remains exposed to asset quality or collateral valuation
shocks. Fitch expects this ratio will continue improving in 2019,
helped by further organic reduction of problem assets.

We expect Liberbank's profitability to remain modest. However, the
decline in loan impairment charges on the back of the improvements
in asset quality, the efficiency measures implemented by the bank
in the last few years and some lending growth in higher-yielding
segments such as SMEs and consumer should support profitability in
2019.

Liberbank's funding profile is supported by a stable and granular
retail deposits base, which accounted for about 70% of the bank's
total funding at end-2018 and fully funded the loan book. Reliance
on wholesale funding is moderate and mainly secured. The bank's
liquidity position is adequate, with liquidity reserves accounting
for about 15% of total assets at end-2018.

SENIOR DEBT

Banco CLM's senior debt class is performing and, following the
transfer to Liberbank, Fitch views its likelihood of default as the
same as that of Liberbank. Therefore, senior debt rating is aligned
with Liberbank's IDR.

SUBSIDIARY AND AFFILIATED COMPANY

Fitch has withdrawn Banco CLM's ratings as the bank has ceased to
exist as a legal entity following the completion of its integration
into Liberbank in late 2018, which resulted in Banco CLM's assets
and liabilities being transferred to Liberbank.

Banco CLM's senior unsecured debt has been upgraded to 'BB+' from
'BB' and transferred to Liberbank and is now rated in line with
Liberbank's Long-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

Liberbank's Support Rating (SR) of '5' and Support Rating Floor
(SRF) of 'No Floor' reflect Fitch's belief that senior creditors of
the bank can no longer rely on receiving full extraordinary support
from the sovereign in the event that the bank becomes non-viable.
The EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for
resolving banks that is likely to require senior creditors to
participate in losses, instead of, or ahead of, a bank receiving
sovereign support.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Liberbank's subordinated Tier 2 debt issue is rated one notch below
the bank's VR to reflect the notes' greater expected loss severity
than senior unsecured debt.

RATING SENSITIVITIES

IDRS AND VR

Rating upside in the long term may arise from a continued decrease
in the stock of problem assets without undermining the bank's
capital position, which would reduce the bank's capital
vulnerability to unreserved problem assets. This is provided that
there are improvements in operating profitability.

Negative rating pressure could arise from deterioration in the
bank's asset quality, increasing the capital at risk from problem
assets, which Fitch currently does not expect. An increase in risk
appetite or a weakening of earnings would also be rating-negative.

SENIOR DEBT

The senior debt rating is sensitive to the same factors affecting
Liberbank's Long-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support Liberbank. While not impossible, this is highly unlikely,
in Fitch's view.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The rating of Liberbank's subordinated debt is primarily sensitive
to a change in the bank's VR.

The rating actions are:

Liberbank
Long-Term IDR: upgraded to 'BB+' from 'BB'; Outlook Stable
Short-Term IDR: affirmed at 'B'
Viability Rating: upgraded to 'bb+' from 'bb'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Subordinated debt: upgraded to 'BB' from 'BB-'

Banco CLM
Long-Term IDR: withdrawn at 'BB'; Outlook Stable
Short-Term IDR: withdrawn at 'B'
Viability Rating: withdrawn at 'bb'
Support Rating: withdrawn at '5'
Support Rating Floor: withdrawn at 'No Floor'
Senior unsecured debt: upgraded to 'BB+' from 'BB' and transferred
to Liberbank



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

PERSTOP HOLDING: Moody's Hikes Corp. Family Rating to B2
--------------------------------------------------------
Moody's Investors Service has upgraded Perstorp Holding AB's
corporate family rating (CFR) to B2 from Caa1. Concurrently Moody's
upgraded Perstorp's probability of default rating to B2-PD from
Caa1-PD. Moody's furthermore assigned an instrument rating of B2 to
Perstorp's new EUR850 equivalent million senior secured term loan B
and the EUR100 million senior secured revolving credit facility.
The outlook is stable. Concurrently Moody's has withdrawn the B3
instrument rating on the already repaid instruments of the previous
capital structure.

RATINGS RATIONALE

The upgrade of Perstorp's rating mainly reflects recent
improvements in the company's capital structure, following the
disposal of the company's caprolactone business, combined with
Moody's expectation of further gradual improvements in operating
performance and credit metrics going forward. Perstorp's new
capital structure will substantially reduce Moody's adjusted
debt/EBITDA and improve interest coverage metrics. Moody's
estimates the pro forma starting leverage to be around 6.0x Moody's
adjusted debt/EBITDA and forecast the leverage will decrease
moderately towards 5.5 in the next 12-18 month, a leverage
adequately positioning the company in the B2 rating category. The
reduced interest burden will furthermore increase the company's
ability to generate at least break even FCF after taking into
account the company's strategic capex plan during the 2019-2020
period. We understand that Perstorp's shareholders committed EUR130
million of equity which is unconditionally drawable at the Board's
discretion to support the company's growth.

Perstorp's rating remains constrained by its exposure to cyclical
end-markets like the construction and transportation industries.
The company mainly operates in the markets for oxo chemicals and
polyols, exposing the company's profitability to raw material and
selling price fluctuation. Perstorp's ability to adjust prices and
its focus on niche products, where it holds leading market shares
and benefits from favorable long-term demand fundamentals to some
degree mitigate the volatility inherent to Perstorp's business
model. The rating also takes into account management's track record
of continuously expanding EBITDA through both organic growth and
bolt-on acquisitions.

The company's liquidity sources consist of the initially undrawn
EUR100 million RCF, forecasted internal cash generation and cash on
balance sheet. These sources are in Moody's view sufficient to
cover the company's basic cash and working capital needs as well as
its capital expenditures.

STRUCTURAL CONSIDERATIONS

The B2 rating on the senior secured term loan B and the revolving
credit facility, in line with the company's CFR, reflect their pari
passu ranking and the fact that they share the same guarantor and
security package. The RCF is subject to a financial covenant with
ample head room.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Perstorp's
Moody's adjusted debt/EBITDA will gradually decrease from around 6x
over the next 12-18 months. Furthermore, the stable outlook on the
rating reflects Moody's expectation that the company will generate
close to break-even FCF, allowing the company to maintain a solid
liquidity position.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's said, "We would consider upgrading Perstorp's rating, if
Moody's adjusted EBITDA would fall below 4.5x on a sustainable
basis and the company maintains a solid liquidity position
supported by positive FCF generation. Furthermore an upgrade would
require a track record of maintaining EBITDA margins of above 15%
through the cycle.

"Conversely we could downgrade Perstorp's rating if Moody's
adjusted Debt/EBITDA would remain above 6x for a prolonged period
of time and/or consistently negative FCF, which leads to a
weakening of the company's liquidity profile. We furthermore would
consider downgrading Perstorp's rating if increasing competitive or
price pressure would lead to EBITDA margins trending below 12%."



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

ARCADIA: Must Sell Loss-Making Brands, Industry Insiders Say
------------------------------------------------------------
Isabella Fish at Drapers reports that Sir Philip Green is drawing
up restructuring plans to save his ailing Arcadia Group empire, but
industry insiders said the business is not sustainable in its
current state, and selling the brands that are thought to be
underperforming is the only way to revive its fortunes.

According to Drapers, Arcadia is said to be weeks away from
launching a company voluntary arrangement (CVA) after Mr. Green
hired advisers from Deloitte in January to explore options
including store closures.  The group currently has 571 stores and
388 concessions across its UK portfolio, Drapers discloses.

Arcadia, as cited by Drapers, said in a statement that
"significant" numbers of store closures were unlikely: "Within an
exceptionally challenging retail market and, given the continued
pressures that are specific to the UK high street, we are exploring
several options to enable the business to operate in a more
efficient manner.  None of the options being explored involve a
significant number of redundancies or store closures. The business
continues to operate as usual, including all payments being made to
suppliers as normal."

It has been reported that up to 30 stores will close across the
group, Drapers relays.  However, retail property experts have told
Drapers that this figure "only scratches the surface".

According to Drapers, one property source suggested that between
25% and 30% of the group's portfolio -- around 230 stores -- will
have to be offloaded to "fix" the retailer.

Drapers understands that Arcadia had been discussing possible
restructuring and CVA options with Deloitte and property services
firm CBRE as far back as May 2018.  However, Drapers understands
that CBRE has now declined to work with the group on any CVA.

One source said a CVA across the entire group is unlikely but would
rather take place across multiple individual brands, Drapers
relates.

To stem its losses several industry sources suggested Arcadia
needed to sell the loss-making smaller brands, such as Miss
Selfridge, Evans, Wallis, Dorothy Perkins and Burton, Drapers
states.

"To get back on track, Philip Green needs to sell all of the other
brands and keep Topshop," Drapers quotes Jonathan de Mello, head of
retail consultancy at property firm Harper Dennis Hobbs, as saying.
"The problem is that it's very hard to do that because the Arcadia
brands have shared offices, services, and finance operations. It
will be difficult to separate these."

According to Drapers, Richard Lim, chief executive of research
company Retail Economics, said: "Arcadia needs to take a forensic
approach to operating costs. It is under pressure of costs
associated with such an expansive store portfolio.  Reducing costs
and streamlining efficiencies need to be at forefront of its
turnaround plan -- along with creating a brand and proposition that
resonate with its core target audience."


AVON INT'L: Fitch Rates EUR200M Revolving Facility BB+, Outlook Neg
-------------------------------------------------------------------
Fitch Ratings has affirmed Avon Products, Inc.'s (API) Long-Term
Issuer Default Rating (IDR) at 'B+'. Fitch has also assigned a
'BB+'/'RR1' rating to Avon International Capital p.l.c.'s (AIC)
EUR200 million secured revolving credit facility due February 2022.
The Rating Outlook has been revised to Negative from Stable.

The Outlook revision to Negative reflects profitability pressures,
elevated leverage, accelerated declines in reps and volume, and
continued challenges in Brazil, its largest market representing 23%
of total revenue. Avon's revenue will continue to exhibit greater
volatility due to the company's focus on emerging markets, foreign
currency fluctuations and continued declines in active reps and
orders, all of which contributed to a 9.5% revenue decline in 2018,
which excludes the impact of a new revenue recognition standard
(ASC 606). In 2018, Avon's EBITDA declined 29% to USD347 million,
FCF declined to negative USD2 million from USD165 million and gross
leverage increased to 5.1x from 4.4x relative to 2017.

In order to stabilize the Outlook, Avon needs to demonstrate
stabilization in reps, volume and organic revenue growth, refinance
its USD386 million of 4.6% notes due March 2020 prior to Dec. 15,
2019 to avoid early termination of the RCF and sustain gross
leverage in the mid-4x range, implying EBITDA of USD520 million
absent any incremental debt reduction. Gross leverage sustained at
or above 5x would likely result in a downgrade.

KEY RATING DRIVERS

Profitability Pressures: Avon's EBITDA declined to USD347 million,
or 29%, in 2018 compared with Fitch's expectations for relatively
flat EBITDA on a like-for-like (LFL) basis, which excludes the
effects of ASC 606. Revenue was in-line with Fitch's 2018 forecast
but margins declined markedly in the second half of 2018 due to
adverse foreign exchange movements, increased investments in
representatives and advertising, and supply chain inflation in
material and logistics costs, partially offset by cost reduction
initiatives.

On a LFL basis, EBITDA margin in the second half of 2018 declined
320 basis points to 7.1% versus the corresponding year-ago period,
resulting in a full year 2018 EBITDA margin of 6.9%, which is 193
basis points less than the 8.8% achieved in 2017. Fitch estimates
negative FX and operational challenges accounted for 49% and 51%,
respectively, of the nearly USD143 million year-over-year decline
in EBITDA in 2018. There is increased risk that
greater-than-anticipated supply chain inflation may mitigate the
benefits of Avon's cost reduction initiatives, which are required
to offset increased investments associated with the company's Open
Up Avon strategy. This would make it more challenging for the
company to improve its profit margin and FCF, particularly if
revenue trends remain negative.

Elevated Leverage: As a result of the aforementioned profitability
pressures, Avon's gross leverage increased to approximately 5x, the
upper end of Fitch's negative rating sensitivity, at year-end 2018
compared with 4.4x in 2017, despite USD300 million of debt
reduction in 2018. Fitch estimates year-over-year gross leverage
remained flat at 4.4x in 2018, excluding the negative effects of
foreign currency fluctuations.

Fitch forecasts gross leverage will remain relatively flat at
approximately 5x in 2019 due to continued FX headwinds in the first
half of 2019 and inflationary pressures, partially offset by cost
savings and pricing actions to mitigate inflation. The company has
the option of pursuing incremental debt reduction in the first half
of 2019 funded with at least USD60 million of proceeds from asset
sales. The company's decision to repay incremental debt using
divestiture proceeds is contingent on market conditions in 2019
when the company seeks to refinance its USD386 million of sr.
unsecured notes due in March 2020.

Accelerated Declines in Reps and Volume: Declines in certain of
Avon's key performance indicators (KPIs) accelerated in the second
half of 2018, particularly active representatives and volume,
despite turnaround efforts made to date. Active reps declined
nearly 6% in the second half of 2018 led by South Latin America
(largely Brazil), down 7%, and EMEA (largely Russia), down 6%.
Avon's total active reps declined to approximately five million at
year-end 2018 compared with approximately six million at year-end
2017. Lack of improvement in active reps and volume may jeopardize
Fitch's expectations for gradual improvement in organic revenue
growth trends on a constant currency basis through 2022 and
potentially result in negative rating actions.

On the positive side, revenue declines attributable to lower reps
and volume in the fourth quarter of 2018 were mitigated by
increasing rep productivity as evidenced by 4% growth in average
rep sales, which also bodes well for rep retention, and 6% increase
in price/mix due to greater product bundling and enhanced revenue
management, including inflationary pricing in Argentina.

Brazil Underperforms Key Markets: Brazil is Avon's largest (23% of
revenue) and worst performing market relative to Avon's top five
markets, reflecting the scale and depth of the challenges in
Brazil. Quarterly revenue from Brazil has declined at a mid- single
to low double-digit rate at constant currency since the second
quarter of 2017. Avon's results in Brazil continue to be negatively
affected by competitive pressures, a difficult macroeconomic
environment, weaker volume and lower appointments of new
representatives, partly attributable to stricter credit
requirements. Avon appointed a new general manager in Brazil,
effective Sept. 17, 2018, to lead the company's efforts to improve
service quality and training for reps.

Downsized RCF Reduces Liquidity: Avon International Capital p.l.c.
(AIC), obtained a new EUR200 million, or USD230 million, senior
secured RCF due Feb 2022, which replaced a prior USD400 million
secured RCF. Borrowings under the new RCF are available for general
corporate and working capital purposes. The credit implications of
the downsized RCF are partially offset by greater flexibility to
issue secured debt to refinance existing borrowings. The prior
facility restricted secured borrowings to a USD600 million basket,
of which Avon had previously issued USD500 million of secured debt
due August 2022, which limited the company's ability to issue
incremental first-lien secured debt to refinance existing unsecured
debt.

The new RCF credit agreement allows incremental secured debt beyond
Avon's existing secured debt, consisting of the secured RCF and
USD494 million of secured notes due August 2022, and is a
Euro-denominated facility, which more closely aligns the company's
capital structure to its operations.

Refinancing Risk: Avon's EUR200 million RCF is subject to early
termination in mid-December 2019 if the company fails to redeem,
repay or otherwise refinance in full its USD387 million of
unsecured notes due March 2020 by Dec. 15, 2019. In addition to
first-lien debt, AVP also has the flexibility to issue second-lien
debt to refinance the notes due 2020.

Increased Investments to Support Strategy: Avon's strategy to
strengthen the company's competitive position and modernize the
core business requires USD300 million of incremental investments,
including USD230 million of capex, from 2019-2021. The investments
will be in two areas: commercial spend and digital/IT
infrastructure. Commercial spend consists of tools and training for
reps, advertising to modernize the Avon brand, processes to
accelerate the pace of product innovation, new expansion into
markets, such as China and India, and channel investments,
primarily e-commerce.

Digital and IT infrastructure spend targets data center
modernization and digital tools, including individual, personalized
on-line store pages for reps, new mobile tools to assist with the
rep's sale process, analytics and digital marketing. Fitch expects
the costs of these investments will be cash flow neutral in
aggregate through 2021 due to USD400 million of targeted costs
savings across manufacturing, distribution, procurement, back
office, as well as lower taxes and interest expense due to Avon's
early debt prepayment in June 2018.

FX, Emerging Markets Exposure: Avon's revenue base is
geographically diverse, selling or distributing products in 56
countries and territories. Avon's top-10 markets, mostly emerging
markets, account for 70% of revenue. Latin America represents 52%
of revenue, with Brazil, the single largest market, contributing
23% of total revenue in 2018. Negative FX translation has an
outsized impact on Avon's financials as most its cash flows and
profits are generated outside the U.S. Economic and political
volatility also can have a significant impact.

Strong Competition: The beauty industry is structurally attractive
and tends to be a resilient category throughout economic cycles,
but it's a highly competitive market, the degree of which varies by
Avon's end market. Avon's competitors include large and well-known
cosmetics, fragrance and skincare companies and niche firms that
have benefitted from lower barrier to entry due to low cost
marketing via social media. Avon's competes with other direct
selling companies as well as products sold to consumers via
alternate distribution channels, including e-commerce, mass market
retail and prestige retail.

DERIVATION SUMMARY

Avon's rating (B+/Stable) reflects its significant scale as a
leading direct-selling beauty company with USD5.4 billion revenue
in 2018 and its well-recognized brand in the beauty industry. The
Outlook revision to Negative reflects profitability pressures,
elevated leverage, accelerated declines in reps and volume, and
continued challenges in Brazil, its largest market representing 23%
of total revenue. Avon's revenue and profitability will continue to
exhibit greater volatility due to the company's focus on emerging
markets, foreign currency fluctuations and continued declines in
active reps and orders, all of which contributed to a 9.5% revenue
decline in 2018. In 2018, Avon's EBITDA declined 29% to USD347
million, FCF declined to -USD2 million from USD165 million and
gross leverage increased to 5.1x from 4.4x relative to 2017.

In order to stabilize the Outlook, Avon has to demonstrate
stabilization in reps, volume and organic revenue growth, refinance
its USD387 million of 4.6% notes due March 2020 prior to Dec. 15,
2019 to avoid early termination of the RCF and sustain gross
leverage in the mid-4x range. Gross leverage sustained at or above
5x would likely result in a downgrade.

In terms of comparable companies, Fitch rates Anastasia
Intermediate Holdings, LLC's (ABH), a prestige cosmetics brand
primarily focused in the U.S., 'BB-'/Stable Outlook. The ratings
reflect the company's strong track record of growth and customer
connections, good financial profile including above-average EBITDA
margin, positive FCF and leverage of mid-3x following a
debt-financed dividend. Fitch projects leverage will trend toward
high 2x over the next two to three years. The rating also considers
the company's narrow product and brand profile, recent explosive
growth that could reverse course, and risk that continued beauty
industry market share shifts could weaken ABH's projected growth
through the risk of new entrants or existing players regaining
share.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case For The Issuer To
Stabilize the Outlook Include:

  -- Revenue is forecast to decline nearly 7%, including a 5% point
headwind from FX, to USD5.1 billion in 2019 and remain relatively
flat through 2022, barring further currency movements;

  -- Operating EBITDA is forecast to be approximately USD365
million in 2019 and approximately USD450-USD475 million through
2022 due to cost savings, enhanced revenue management and
increasing rep productivity;

  -- Fitch expects the incremental investment plan, which also
includes USD230 million of capex and USD130 million for cash
restructuring, will be cash flow neutral through 2021 due to
expense reductions, working capital improvements from inventory,
tax planning and lower interest expense;

  -- FCF is expected to be approximately USD30 million in 2019,
including approximately USD130 million of cash restructuring
charges and incremental capex associated with Avon's investment
plan. Fitch expects FCF will increase to approximately USD100
million in 2020, reflecting EBITDA margin expansion and lower cash
restructuring costs, and exceed USD150 million in 2021 and 2022.
Fitch assumes the company's dividend remains suspended throughout
the forecast period and cash interest on the cumulative preferred
stock continues to be deferred;

  -- Fitch expects gross leverage (total debt to operating EBITDA)
to remain flat in 2019 at approximately 5.0x and decline to the low
4.0x range through 2022.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Stabilization of the Rating

  -- Signs of stabilization in reps, volume and organic revenue
growth;

  -- Refinances USD387 million of 4.6% notes due March 2020 prior
to Dec. 15, 2019, which also avoids early termination of the RCF;

  -- Gross leverage (total debt to operating EBITDA) in the mid-4x
range;

  -- Lease adjusted gross leverage (total adjusted debt/EBITDAR) of
5x.

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

  -- Flat-to-modestly positive reps and volume growth as well as
low-single digit organic growth;

  -- Gross leverage of 3.5x;

  -- Lease adjusted gross leverage of 4x;

  -- FCF margin sustained at or above 1.5%.

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

  -- Accelerating declines in key performance indicators in 2019,
particularly active reps and orders, which would indicate a greater
probability of extended declines in revenue;

  -- Significant currency challenges in key markets, such as Brazil
or Russia, which affect Avon's ability to service its
dollar-denominated debt;

  -- Sustained increase in gross leverage and lease adjusted gross
leverage over 5.0x and 5.5x, respectively;

  -- Sustained FCF margin less than 1%.

LIQUIDITY

Adequate Liquidity: As of Dec. 31, 2018, Avon had nearly USD533
million of cash and USD201 million in revolver availability, net of
USD29 million in outstanding letters of credit. The new senior
secured revolving credit facility has total capacity of EUR200
million, or USD230 million, and expires in February 2022, provided
that it shall terminate on the 91st day prior to the maturity of
the 4.60% Notes due 2020, if on such 91st day, the applicable notes
are not redeemed, repaid, discharged or otherwise refinanced in
full.

New EUR200 million Senior Secured RCF: Avon's U.K.-based financing
subsidiary, Avon International Capital p.l.c. (AIC), obtained a new
three-year EUR200 million, or USD230 million, senior secured RCF,
which replaced a prior USD400 million secured RCF. Borrowings under
the new RCF are available for general corporate and working capital
purposes. The RCF maturity date is not to exceed (a) the maturity
date of Feb. 12, 2022 and (b) the date falling 91 days prior to the
final scheduled maturity date of the existing USD387 million of
outstanding notes due March 15, 2020, which equates to Dec. 15,
2019, if the notes have not been redeemed, repaid or otherwise
refinanced in full on such date.

The credit implications of a downsized RCF are partially offset by
greater flexibility to issue secured debt to refinance existing
borrowings. The prior facility restricted secured borrowings to a
USD600 million basket, of which Avon had previously issued USD500
million of secured debt due August 2022, which limited the
company's ability to issue incremental secured debt to refinance
existing unsecured debt. Furthermore, the new RCF is a
Euro-denominated facility, which more closely aligns the company's
capital structure to its operations.

All obligations of AIC under the 2019 facility, and AIO under the
senior secured notes are unconditionally guaranteed by the API, AIO
and each other material United States or English restricted
subsidiary of the API (collectively, the Obligors), in each case,
subject to certain exceptions. The obligations of the Obligors are
secured by first priority liens on and security interests in
substantially all of the assets of the Obligors, in each case,
subject to certain exceptions.

Capital Structure: As of Dec. 31, 2018, Avon had total debt
principal outstanding of USD1.8 billion, consisting of USD500
million of senior secured bonds due 2022, USD1.09 billion of senior
unsecured bonds, and USD492 million of preferred stock (includes
accrued dividends), which Fitch assigned 50% equity credit. AIC is
the borrower for the revolving credit facility, AIO is the borrower
for the senior secured notes, whereas the senior unsecured notes
are obligations of the parent, Avon Products Inc. The revolving
credit facility contains a minimum interest coverage ratio and a
maximum total leverage ratio.

Recovery Analysis: Fitch's recovery analysis assumes USD370 million
of operating EBITDA on a going concern basis. The going concern
EBITDA assumes the company exits smaller or underperforming
markets, potentially including Brazil, and the remaining markets
benefit from greater senior management attention and allocation of
financial resources, resulting in an operating profit margin in the
low teens on a smaller revenue base of approximately USD3.5
billion. Fitch then applies a recovery multiple of 4x, resulting in
an estimated enterprise value (EV) of nearly USD1.5 billion. The
recovery multiple of 4x EV/EBITDA multiple is at the low end of
recent consumer products transactions, but considers Avon's
operating challenges, particularly top-line growth, reliance on a
single distribution channel (direct selling) and greater relative
risk profile due to its emerging market focus.

AIC's senior secured revolver and AIO's senior secured notes are
expected to have outstanding recovery prospects (91%-100%) and as
such are rated 'BB+'/'RR1' with 100% recovery prospect. The RCF is
secured by first-priority liens on and security interests in
substantially all of the assets of AIC, the subsidiary guarantors
and by certain assets of API, in each case, subject to certain
exceptions and permitted liens. The collateral package for the
senior secured notes consists of the equity of AIO and Avon Capital
Corp. and the intellectual property rights of AIO. Avon's senior
unsecured notes are perceived to have good recovery prospects
(51%-70%) due to Avon's repayment of USD300 million of unsecured
debt in 2018. However, Fitch believes there is a strong possibility
that Avon issues secured debt to refinance its existing unsecured
debt in 2019 and, therefore, assumes average recovery prospects
(31%-50%) for the unsecured debt ('B+'/'RR4') and recovery is based
on the midpoint (40%) of the 'RR4' recovery range.

FULL LIST OF RATING ACTIONS

Fitch has affirmed these ratings:

Avon Products, Inc.

  -- Long-Term IDR at 'B+';

  -- Senior unsecured notes at 'B+'/'RR4'.

Avon International Operations, Inc.

  -- Long-Term IDR at 'B+';

  -- Senior secured notes at 'BB+'/'RR1'.

Fitch has assigned this rating:

Avon International Capital p.l.c.

  -- Senior secured revolver at 'BB+'/'RR1';

The Rating Outlook has been revised to Negative from Stable.

CLOVEMEAD LIMITED: Decline in Trade Prompts Administration
----------------------------------------------------------
Business Sale reports that Clovemead Limited, a prominent
construction business headquartered in Orford Green, Warrington,
has collapsed into administration due to a decline in trade.

According to Business Sale, the company has been forced to call in
Manchester-based insolvency specialists Poppleton & Appleby to
handle the administration, with partners Charles Brook and Allan
Cadman appointed as joint administrators.

Amongst some of the company's construction projects to be hit by
the administration is the development of the Countess of Chester
Hospital's new A&E extension, Business Sale discloses.

However, as Clovemead's management team appointed administrators at
an early stage, it is likely that the company's trading operations
and work on existing projects will continue whilst a buyer is
sought for the material assets of the business, Business Sale
states.

Its fuel system and signage division have already been sold,
Business Sale notes.


GIRAFFE: Creditors to Vote on CVA Proposal on March 21
------------------------------------------------------
Hannah Finch at DevonLive reports that the future of Exeter's
Giraffe restaurant is safe after escaping plans by its parent
company to close about a third of its venues.

Boparan Restaurant Group, the parent company of Giraffe has
announced its intention to enter a company voluntary arrangement
(CVA), and to close 27 of its 87 restaurants, DevonLive relates.

The CVA proposal is due to go before creditors on March 21 and also
includes plans to ask for reduced rents at 13 other outlets,
DevonLive discloses.

If approved, it is understood that BRG will plough a further GBP10
million investment into the brand, DevonLive states.

According to DevonLive, a spokesman for business specialists KPMG,
which is acting as an adviser on the CVA said that the closure list
is confidential but confirmed that no branch in Devon is included
on the list.

The CVA comes after BRG reported earlier this month that despite an
improvement in like-for-like sales since it acquired the brand,
several sites remained unprofitable, DevonLive notes.

BRG owns a number of other household names, including fish and chip
restaurant Ed's Easy Diner, Harry Ramsden and the upmarket Cinnamon
Collection.


LONDON CAPITAL: MPs Call for Full FCA Probe Following Collapse
--------------------------------------------------------------
Lucy Burton at The Telegraph reports that MPs have warned that the
Government and the City watchdog must do as much as possible to
"prevent history from repeating itself" following the collapse of
savings firm London Capital & Finance (LCF).

According to The Telegraph, Nicky Morgan, chair of the influential
Treasury select committee, has sent letters to City minister John
Glen and the Financial Conduct Authority (FCA) calling for a full
probe into the events surrounding LCF's downfall.

She told the FCA to examine whether the failure of the business and
the potential harm to its customers "warrants a statutory
investigation", The Telegraph relates.  If the watchdog declines,
she will ask the Treasury to investigate, The Telegraph states.

LCF promised returns of 8% for its mini-bonds or ISAs but collapsed
in January, The Telegraph recounts.



LOST INK: Commences "Orderly Wind-Down" of Whole Business
---------------------------------------------------------
Isabella Fish at Drapers reports that Lost Ink has begun an
"orderly wind-down" of the whole business.

The report notes that Karina Mitchell, its co-founder and brand
director, confirmed that the brand will close this year after it
was unable to find an investor. The brand cited a "challenging
retail environment" for the reason for closure.

This comes after the brand announced that it was eyeing further
expansion through a transactional website, growth in the US and
China, and concessions. In August, the brand was seeking investment
to support the development of a new website, recalls Drapers.

It is currently only available to buy online through third parties,
such as Asos, says the report.

PricewaterhouseCoopers (PwC) is conducting the orderly wind-down of
the company's operations, says Drapers. It has not entered
administration.  

Based in Farringdon, London, Lost Ink is a fast fashion womenswear
brand. It was founded in 2014 by Mitchell and her business partner
Tilmann Roth. It is part of Global Fashion Group (GFG), which
operates fashion ecommerce platforms Dafiti, LaModa, Namshi, Zalora
and The Iconic. Lost Ink launched on Amazon in July and is also
stocked by Asos, Shop Direct and Next in the UK. It is also stocked
internationally and on the GFG platforms.


MISSPAP: Plans to Enter Into Creditors' Voluntary Liquidation
-------------------------------------------------------------
Jill Geoghegan at Drapers reports that etailer Misspap, registered
as House of MP, is planning to place itself into creditors'
voluntary liquidation.

Misspap sells dresses, tops, footwear and accessories online.

WORLDPAY LLC: S&P Places 'BB+' ICR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings is placing all of its ratings on Worldpay Inc.,
including its 'BB+' issuer credit rating, on CreditWatch with
positive implications, reflecting its increased scale and diversity
as a combined business.  S&P expects to resolve the CreditWatch
placement when the acquisition closes or all outstanding debt is
repaid.

The CreditWatch placement follows Fidelity National Information
Services Inc.'s (FIS') announcement that it intends to acquire
Worldpay Inc. S&P expects that Worldpay will be absorbed into FIS
once the transaction is completed. Transaction close is still
subject to shareholder and regulatory approvals.

S&P will resolve the CreditWatch status once the merger closes or
when all of Worldpay's outstanding debt is repaid, at which time it
will likely withdraw all of its ratings on Worldpay.


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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 2019.  All rights reserved.  ISSN 1529-2754.

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