/raid1/www/Hosts/bankrupt/TCREUR_Public/190327.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, March 27, 2019, Vol. 20, No. 62

                           Headlines



B E L G I U M

LBC TANK: Moody's Affirms 'B1' CFR; 'B3' $350MM Sr. Notes Rating


F R A N C E

ELIS S.A.: S&P Rates EUR3BB Euro Medium-Term Note Program 'BB+'
FINANCIERE COLISEE: Gets 'B' S&P Rating on Armonea Acquisition
FINANCIERE COLISEE: Moody's Gives B2 CFR, Outlook Stable


G E R M A N Y

GERMANIA: To Be Permanently Shut Down, Administrator Says
IREL BIDCO: Fitch Gives 'B+(EXP)' LT IDR, Stable Outlook
IREL BIDCO: S&P Assigns Prelim B+ Long-Term ICR, Outlook Stable


I R E L A N D

AQUEDUCT EUROPEAN 3-2019: Fitch Rates Class F Debt 'B-sf'
AQUEDUCT EUROPEAN 3-2019: Moody's Gives B3 Rating to Class F Notes


I T A L Y

NEXI SPA: Fitch Places B+ LT IDR on Rating Watch Pos.
NEXI SPA: Moody's Reviews B1 CFR for Upgrade on IPO Intention


L U X E M B O U R G

LINCOLN FINANCING: Fitch Gives BB-(EXP) Rating to New Secured Notes
LINCOLN FINANCING: Moody Rates Sr. Sec. Notes B1, Outlook Stable
LINCOLN FINANCING: S&P Rates EUR1.35BB Sr. Sec. Notes BB+


N E T H E R L A N D S

EIGER ACQUISITION: S&P Affirms 'B' Rating, Alters Outlook to Neg.
JUBILEE CLO 2019-XXII: S&P Puts Prelim B-(sf) Rating on Cl. F Notes
TENNESSEE ACQUISITION: S&P Assigns B+ Rating, Outlook Stable


R U S S I A

UC RUSAL: Fitch Assigns 'BB-' LT IDR, Outlook Stable


S P A I N

NH HOTEL: Fitch Affirms 'B+' LT IDR, Alters Outlook to Stable
[*] Moody's Hikes 4 Tranches From 3 Spanish ABS-SME Deals


U N I T E D   K I N G D O M

ACCESSIBLE TRANSPORT: Collapses Into Administration
BOTTLE SHOP: Challenging Trading Conditions Prompt Administration
DEBENHAMS PLC: Sports Direct Considering All-Cash Bid for Firm
PAPERCHASE: Creditors Back Company Voluntary Arrangement
PRETTY GREEN: Expected to Appoint Administrators This Week

TATA STEEL UK: Fitch Keeps 'B' IDR on Rating Watch Evolving
TOWD POINT 2019: Fitch Assigns 'BB(EXP)sf' Rating to Class F Debt

                           - - - - -


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B E L G I U M
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LBC TANK: Moody's Affirms 'B1' CFR; 'B3' $350MM Sr. Notes Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating (CFR) and B1-PD probability of default rating (PDR) of LBC
Tank Terminals Holding Netherlands BV ("LBC"), the holding company
of LBC Tank Terminals group. Concurrently, Moody's has affirmed the
B3 rating of the $350 million senior unsecured notes due 2023. The
outlook remains stable.

The rating action incorporates the proposed amendment of the
existing senior secured facilities of which around $250 million
equivalent were outstanding by the end of December 2018. The
proposed amendment would result in (i) an extension of their tenor
to May 2022 from May 2020, including a margin reset, (ii) an
increase of the senior secured CAPEX facility by $100 million to
around $200 million and Moody's expectation that the proceeds will
be used to partially fund the ongoing expansion plan, as well as
(iii) the corresponding amendment of the senior secured facilities
covenants.

RATINGS RATIONALE

LBC's B1 CFR takes into account that the envisaged transaction will
lead to an additional $100 million debt to be drawn under the
upsized $200 million CAPEX facility, which will be used to
partially finance LBC's sizeable expansion plan. This facility
ranks structurally and contractually ahead of the $350 million
senior unsecured notes due in 2023. The increased debt will result
in a leverage not declining materially below Moody's adjusted
debt/EBITDA of 6.5x until December 2020 from currently 7.4x. The
higher than previously anticipated leverage is partially mitigated
by Moody's understanding that the shareholders will continue to
inject equity in order to partially fund the expansion plan (the
owners injected c. $230 million of equity over the past 5 years),
and the fact that most of the tank capacity under construction is
already contracted by blue chip customers with long term
contracts.

The B1 CFR acknowledges (1) the resilient nature of LBC's business
model throughout the cycle, with an average terminal utilisation
rate of 90% during the past three years and more than 90% of
revenues supported by fixed or evergreen contracts on a take-or-pay
basis; (2) LBC's high and stable operating profitability, with an
EBITDA margin of c. 46% for the past three years; (3) the company's
established global network of terminals in strategic locations,
with supporting infrastructure providing high barriers to entry;
(4) no direct commodity price risk, as LBC only rents storage
capacity; and (5) longstanding customer relationships, with net
churn levels around 1% for the past three years in both Europe and
the US.

The rating remains constrained by (1) the company's high adjusted
gross leverage of 7.4x (last-twelve-months to December 2018), which
Moody's expects to decline towards 6.5x by end of June 2019; (2)
LBC's limited size compared to some of its direct competitors
(Vopak, unrated, the largest independent tank storage provider,
reported EUR 1.3 billion of revenues in FY 2018); (3) its negative
free cash flow generation expected to continue until end of June
2021 due to the company's multi-year expansion plan; (4) moderate
construction and execution risks in connection with the brownfield
expansion of storage and dock capacity in Houston (with about half
of the added capacity under a 50/50 joint venture with Magellan
Midstream Partners LP (Baa1 stable)), Antwerp and Rotterdam; and
(5) the uncertainty concerning the utilisation rate of the new
uncontracted tanks once online, particularly in Rotterdam.

STRUCTURAL CONSIDERATIONS

Following the successful closure of the transaction, LBC's debt
will comprise around $200 million senior secured term loan facility
(split between $ and EUR) maturing in May 2022 and $350 million of
senior unsecured notes maturing in 2023. LBC will also have an
undrawn $25 million senior secured RCF and a $200 million secured
capex facility, both maturing in 2020.

The B1-PD PDR, in line with the CFR, assumes a recovery rate of
50%, common for a structure consisting of secured bank debt and
unsecured notes. The B3 rating on the senior unsecured notes issued
by LBC Tank Terminals Holding Netherlands BV reflects the presence
of up to $425 million of senior secured debt ranking ahead of the
notes

OUTLOOK

The stable outlook reflects Moody's expectation that the
diversified portfolio of storage contracts will be renewed on a
regular basis and will continue generating stable cash flows, as
these cash flows are derived from contracts with long-standing blue
chip customers. The outlook also assumes that a significant portion
of the ongoing capex plan is equity-funded by the existing
shareholders and that liquidity will remain good over the entire
business plan period.

WHAT COULD CHANGE THE RATING UP / DOWN

Upward rating pressure could develop on the back of the successful
execution of the expansion plan with Moody's adjusted debt/EBITDA
approaching 5.5x, while adj. EBITDA/Interest Expense reaching
3.0x.

The ratings could be downgraded if LBC's Moody's adjusted
debt/EBITDA remains elevated sustainably exceeding 6.5x and / or
EBITDA/Interest Expense declines to below 2.0x, indicative of
project delays, underperforming assets, lost business or more
aggressive than currently anticipated debt-funded growth. Weaker
liquidity and materially lower headroom under the financial
covenants could also exert negative rating pressure.

The principal methodology used in these ratings was Midstream
Energy published in December 2018.

LBC Tank Terminals is an independent global operator of bulk liquid
storage facilities predominantly for chemical but also oil
products, with a capacity of 2.4 million m3 at key locations in
Western Europe, including Antwerp, Rotterdam, as well as the US
Gulf Coast. It is one of the top twenty largest independent
operators of bulk liquid storage terminals and the second largest
independent chemical storage company by capacity. The company
reported Moody's adjusted revenues and EBITDA of $184 million and
$86 million respectively for financial year 2018 (year-end June).
Since September 2012 it has been majority owned by the two largest
Dutch pension funds, PGGM and APG, that together hold a 65% stake.



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F R A N C E
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ELIS S.A.: S&P Rates EUR3BB Euro Medium-Term Note Program 'BB+'
----------------------------------------------------------------
S&P Global Ratings said that it had assigned its 'BB+' long-term
credit rating to Elis S.A.'s EUR3 billion euro medium-term note
program. Any notes issued under the program will rank pari passu
with Elis' other senior unsecured debt.  

Textile and appliance rental services provider Elis S.A. will be
the issuing entity. M.A.J., the group's main French operating
subsidiary, will guarantee the notes. Any applicable financial
covenants will be detailed in separate debt issue pricing
supplements that will be drawn down from this program. S&P expects
issuances from this program to be used to refinancing existing
debt.

S&P's 'BB+' ratings reflect Elis' leading market position in Europe
as a provider of textile and appliance rental services. Elis' S&P
Global Ratings-adjusted debt to EBITDA was about 3.8x on Dec. 31,
2018 (including its recent acquisitions). The rating also considers
Elis' relatively weak free cash flow generation over the past two
years. After acquiring textile maintenance services provider
Berendsen in 2017, Elis made sizable capital expenditure (capex)
investments in the company. These have weighed on free cash flow,
which was negative in 2017 and less than 5% of adjusted debt in
2018.

FINANCIERE COLISEE: Gets 'B' S&P Rating on Armonea Acquisition
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' ratings to Financiere Colisee
SAS and to the proposed EUR770 million senior secured term loan B
and the EUR130 million revolving credit facility. The recovery
rating for the debt is '3'.

The rating action follows the acquisition of Belgian nursing homes
operator Armonea by France's fourth-largest nursing homes operator
Financiere Colisee. The transaction is expected to close beginning
of May 2019, subject to regulatory approvals.  

The acquisition will be funded partly by new debt and cash,
including a EUR770 million term loan and a EUR230 million equity
injection. In addition, the group's EUR130 million revolving credit
facility (RCF) will fund working capital requirements, greenfield
projects, and mergers and acquisitions, comprising mainly bolt-on
acquisitions. The equity injection allows IK Investment partners,
Financiere Colisee's majority owner, to remain the majority
shareholder in the new entity, with managers and founders retaining
14% of the enlarged group. Financiere Colisee's will repay all
Armonea's outstanding debt and acquire all company shares.  

In S&P's view, the transaction will help improve the combined
group's scale and the diversification of its payer profile.
However, integration risks, the dilutive effect of Armonea's
leasehold operating model, and the combined group's lower
profitability margins, will partially offset these improvements.  

This combination will create the fourth-largest nursing homes
operator in Europe after Korian, Orpea, and HomeVi. By combining
both entities, we expect Financiere Colisee will have a revenue
base of EUR1 billion, just behind HomeVi with EUR1.3 billion.
Following the integration of Armonea, the No. 2 player in Belgium,
the combined group will operate 280 facilities spanning France,
Belgium, Spain, Germany, and Italy.

"In S&P's view, improved geographic diversification as a result of
the acquisition will limit the group's reliance on one country and
underlying demographic and reimbursement trends, therefore
providing greater revenue and profit stability. The two entities
complement each other geographically, with Armonea present in
Belgium and, to more-limited extent, in Germany and Spain (mainly
in Valencia), with Financiere Colisee focused on France, with a
small presence in Northern Italy and Spain (in Catalonia). On a
pro-forma basis, the group will derive 44% of revenue from France
and 37% from Belgium, the remaining being split between Spain
(10%), Germany (7%), and Italy (3%).  

"Furthermore, we believe entry into the Belgian nursing home market
will have a positive effect on the group, given the country's
stable regulatory environment, relatively high barriers to entry in
the form of bed license caps that drive high occupancy rates, and
predictable reimbursement via a cost-pass-through mechanism.

In Belgium, income per resident is a mix of state-paid
reimbursement fees based on acuity, and residency fees paid by
clients for accommodation and extra services (wifi, laundry, and
other hotel-like services). Both fee types are linked to inflation,
and residency fees can only be increased above inflation upon the
opening of new homes or the completion of refurbishments.  

Therefore, S&P's improved assessment of Financiere Colisee's
business risk reflects its view that Financiere Colisee's operating
environment is stable and provides relatively good visibility.

The French market benefits from the government's well-defined
reimbursement regime, mainly via pass-through contracts, which
should continue to contain margin pressure. In the accommodation
segment, which represents 65% of the revenues and is covered by
private funding, prices for new residents are set by each nursing
home. This allows operators to defend their margins through regular
price increases, although these are capped for existing residents.


This positive operating environment enables Financiere Colisee to
sustain profitability by progressively increasing its average daily
rates for accommodation, as well as to constantly focus on
achieving higher occupancy rates. Enhancing bed utilization
turnover and improving service quality would support occupancy
levels.  

S&P said, "We believe it will likely be challenging for Financiere
Colisee to materially improve margins at Armonea, as it did with
other acquisitions. Armonea has a lower profitability (EBITDA
margins of about 7%-8% after rent payments, compared with almost
14% at Financiere Colisee on a stand-alone basis), reflecting its
asset-light structure, with the majority of its homes leased, and
relatively high labor costs. It also reflects the group's recent
significant investments in various greenfields and the
refurbishment of existing homes, which will mature over the coming
years.  

"We project the combined group will generate an S&P Global
Ratings-adjusted EBITDA margin of about 24.5%, while the EBITDA
margin after rental payments will be only about 11.0%."  

The combined group has an asset-light structure with the majority
of its homes leased, including the newly acquired homes in Spain.
Rents account for about 14.0% of revenues. This exposes the group
to additional fixed costs that need to be covered. S&P understands
that the majority of rents are linked to inflation; however, this
means that the group will need to increase its fees above those
levels to meaningfully improve its margins.

S&P said, "Our assessment of Financiere Colisee financial risk
profile reflects the company's financial sponsor ownership. Our
assessment is supported by our expectation of S&P Global
Ratings-adjusted debt to EBIDTA of 6.8x-7.2x by the end of 2019,
improving slightly to 6.4x-6.8x by the end of 2020, as the group
benefits from the combined EBITDA and cash flow. Our debt
calculation includes about EUR800 million of financial debt and
about EUR1.0 billion of obligations under operating leases. It
excludes the shareholders loans, which we do not view as debt-like.
We do not deduct cash on the balance sheet from our debt
calculation, because we believe it will likely be used to support
growth.  

"Due to the high portion of rents in the group's servicing
structure, we focus on the fixed-charge cover ratio (adjusted
EBITDA divided by rents and cash interest). We project that
adjusted EBITDA before rental payments will be EUR245
million-EUR265 million over the next 24 months, covering interest
payments of EUR35 million and rent payments of EUR140 million by
1.5x. However, given the high proportion of fixed costs, we
consider that any structural operational issues could hinder
Financiere Colisee's ability to cover its fixed costs.  

"The financial risk profile benefits from marginally positive cash
flow generation, which we expect will be over EUR10 million in
2019, reflecting our assumptions of working capital outflow of
about EUR10 million and capital expenditure (capex) of about EUR35
million-EUR40 million, including investments in modernization of
acquired facilities. In 2020, free operating cash flow (FOCF) is
set to improve to above EUR20 million.

"The negative outlook reflects our view that, given the size of the
transaction, the company might fail to seamlessly integrate the
newly acquired assets and deliver on its revenue-growth plan,
accruing higher-than expected costs and leading to a reduced cash
cushion and delayed deleveraging.  

"We could consider a downgrade if Financiere Colisee was unable to
generate positive free cash flow, or if there were liquidity or
underlying structural operational issues. Structural issues could
include an increasing mismatch between reimbursement fees
evolution, projected volume growth, and operating costs, given the
company's high fixed-cost base, which could lead to a sustained
deterioration of the adjusted fixed-charge coverage ratio to below
1.5x.

"We could revise the outlook to stable if the company smoothly
executed the acquisition, reflected in continued profitable revenue
growth. The company should also demonstrate a clear deleveraging
trend, such that normalized cash-paying leverage falls to
significantly below 7.0x, with the fixed-charge coverage improving
to at least 1.5x, given the existing average cost of debt. This
would most likely result from the company delivering on planned
occupancy level increases, and by managing both variable and fixed
costs in a way that supports profitability.  

"We would also need to see a balanced approach to the company's
expansionary growth plans, such that further acquisitions and
extraordinary capex could be funded from internally generated cash
flows."




FINANCIERE COLISEE: Moody's Gives B2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has assigned a corporate family rating
(CFR) of B2 and a probability of default rating (PDR) of B2-PD to
Financiere Colisee S.A.S. (Colisee or the company). Concurrently,
Moody's has assigned a B2 rating to the EUR770 million worth of
senior secured Term Loan B due 2026 and to the EUR130 million worth
of senior secured Revolving Credit Facility due 2025 raised by
Colisee and certain subsidiaries. The outlook is stable.

The proceeds from the loans, together with an EUR 230 million
equity contribution (in the form of ordinary shares and
subordinated convertible bonds) and approximately EUR 100 million
cash available, will be used to repay the existing financial debt
of the company, to finance the acquisition of Armonea Group NV
(Armonea), which was announced on February 19, 2019, to repay
Armonea's existing financial debt and for related fees and
expenses.

RATINGS RATIONALE

The B2 CFR assigned to Colisee is supported by (i) its strong
market position as the fourth largest company (by number of beds)
in the French nursing homes market and the second largest in the
Belgian nursing home market on a pro forma basis for the
acquisition; (ii) the solid track record of organic and external
growth driven by increasing occupancy rates, price increases and
acquisitions; (iii) the positive long term demand prospects in the
European nursing homes and homecare markets supported by positive
socio-demographic trends; (iv) high barriers to entry including
regulatory restrictions on new homes in France and in Belgium; (v)
adequate liquidity and positive free cash flow generation.

Conversely, the B2 rating is constrained by (i) the small scale of
Colisee in total revenues terms, when compared to Moody's rated
healthcare universe, albeit materially increased by the acquisition
of Armonea; (ii) its high gross leverage expected to be nearly 7.0x
in 2019 as reported and a Moody's adjusted gross leverage of 5.3x
expected in 2019, which reflects Moody's adjustments, including the
capitalization of annual operating lease expenses, (iii) the high
exposure to a highly regulated sector, in particular with respect
to fee rates applicable to existing clients; (iv) the high
operating leverage driven mainly by non-medical personnel expenses
and rental expenses; and (v) exposure to reputation risk, mitigated
by the high level of quality of services offered.

Pro-forma for the transactions and for the acquisition of Armonea,
Colisee's debt/EBITDA ratio for 2019 as adjusted by Moody's is
expected to remain high at over 5.3x. Moody's believes that the
company's adjusted leverage (including Moody's adjustments mainly
for capitalized operating leases by a 4x multiple) could be well
above the 5.3x the rating agency estimates if Moody's were to use
the net present value of future operating lease commitments given
the long tenor of the company's leases.

Moody's expects that Colisee will gradually deleverage in the next
12-18 months as the company will grow organically its revenues and
EBITDA by around 3% per annum bringing Moody's Adjusted leverage to
about 5.0x by 2020. Colisee's sales and EBITDA growth will be
driven by the integration of facilities acquired to date in Spain
and France and opening of 8 greenfield projects in Italy, which
Moody's expects will generate around EUR10 million additional
EBITDA by 2020; and organic growth, with price increases broadly in
line with inflation and improving occupancy rates of newly acquired
or newly built facilities. Organic revenue growth is supported by
favourable demand trends and regulatory constraints to supply
expansion in France and Belgium and the company's ability to
optimise occupancy rates of newly acquired facilities. However,
organic EBITDA growth is likely to remain limited to the low single
digits in Moody's view as occupancy rates are already high in
France and Belgium; and price increases are moderated by
competition and by the sensitivity of customers to price increases,
particularly in Spain and in certain regions of Germany (mostly
north and south).

Moody's also expects that deleveraging from organic EBITDA growth
will be largely offset by potential debt-funded acquisitions.
Moody's expects that the company's free cash flow generation and a
portion of the EUR130 million Revolving Credit Facility will be
used for acquisitions as well as for the development and
improvement of existing facilities.

In line with other nursing home and residential care providers,
Colisee has a fairly fixed cost structure, with personnel costs and
rental expenses leading to a significant degree of operating
leverage. Therefore limited revenue variations have a large impact
on profitability and interest cover. This results in a weak
profitability with an adjusted EBITA margin of around 9% and a weak
adjusted interest cover ratio of 2.5x expected in 2019. This is
partially mitigated by the relatively stable revenues generated by
nursing homes.

Moody's expects Colisee's liquidity profile to be satisfactory over
the next 12-18 months. The company's liquidity, pro forma for the
transaction, is supported by cash at closing of around EUR30
million; expected annual free cash flow in the range of EUR30-40
million; and access to a fully undrawn EUR130 million revolving
credit facility (RCF). Moody's expects Colisee's liquidity sources
to fully cover the company's annual maintenance capex of around
EUR24 million as well as potential growth capex in the next two
years. The next debt maturity will occur in 2026 when the new
EUR770 million Term Loan B matures. The RCF will be subject to a
net leverage financial covenant tested quarterly which will step
down over the life of the facilities. The proposed term loan will
be covenant-lite, whereas the RCF will be subject to a springing
covenant tested quarterly when drawings exceed 40% of the total
commitments. The financial covenant is set at 9.6x which Moody's
believes provides ample headroom in the next 18 months.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the EUR770 million worth of senior
secured term loan B and the EUR130 million worth of senior secured
RCF reflects their pari passu ranking in the capital structure and
the upstream guarantees from material subsidiaries of the group.
The B2-PD PDR, in line with the CFR, reflects Moody's assumption of
a 50% family recovery rate typical for bank debt structures with a
loose set of financial covenants.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Colisee will
continue to grow, mainly through bolt-on acquisitions, while
maintaining a leverage, as measured by Moody's-adjusted (gross)
debt/EBITDA, below 5.5x and a reported gross debt/EBITDA below
7.0x. The stable outlook reflects also Moody's expectation that the
company will continue to generate positive free cash flows and will
maintain an adequate liquidity profile.

WHAT COULD CHANGE THE RATING UP/DOWN

Given Moody's-adjusted gross leverage of 5.3x (6.8x as reported)
and the company's small size, upward rating pressure is unlikely in
the near term. However, positive pressure could arise if the
company's Moody's-adjusted debt/EBITDA ratio falls sustainably
below 5.0x and the reported gross debt/EBITDA falls comfortably
below 6.0x while maintaining its current operating performance,
successful execution of the strategy, including the smooth
integration of Armonea, and a solid liquidity profile including
positive free cash flows.

Colisee is adequately positioned in the B2 rating category.
However, negative pressure could arise if (i) the company's
Moody's-adjusted debt/EBITDA ratio would rise above 5.5x on a
sustained basis or if (ii) its free cash flow generation and
liquidity profile were to weaken or (iii) its profitability were to
deteriorate due to competitive, regulatory and/or pricing pressure
or (iv) in case of large debt-financed acquisitions or material
distributions to shareholders.

PRINCIPAL METHODOLOGY

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

Financiere Colisee S.A.S. (Colisee), headquartered in Paris,
France, is the fourth largest private operator of nursing homes in
France and, with the acquisition of Armonea, will become the second
largest private nursing homes group in Belgium and the seventh
largest in Spain. With the integration of Armonea, Colisee becomes
the fourth largest pan-European nursing homes group with around 280
facilities across France, Belgium, Spain, Italy and Germany.
Pro-forma for the acquisition of Armonea, the group generated
approximately €1 billion sales of which approximately 83% from
nursing homes, 7% from home care activities, 3% from post-acute and
the remaining 6% from real estate and other related businesses.

The company was founded in 1989 by Patrick Teycheney. The company
is owned by IK and IK's coinvestors, the Teycheney family and the
company's management.



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G E R M A N Y
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GERMANIA: To Be Permanently Shut Down, Administrator Says
---------------------------------------------------------
Jens Flottau at Aviation Daily reports that bankrupt German leisure
airline Germania will be permanently shut down, its administrator
Ruediger Wienberg said March 25.

"It was clear from the beginning given the circumstances that it
would be extremely difficult to rescue [the airline]," Aviation
Daily quotes Mr. Wienberg as saying.  "Germania was grounded, we
had no owned aircraft and no money to pay for lease rates."

Mr. Wienberg said Germania will be wound down after all suitors
backed off, Reuters relates.

According to Reuters, he said in a statement "We literally rolled
out the red carpet for interested parties."



IREL BIDCO: Fitch Gives 'B+(EXP)' LT IDR, Stable Outlook
--------------------------------------------------------
Fitch Ratings has assigned Irel BidCo S.a.r.l (IFCO), a
Germany-based leading logistics services provider, an expected
Long-Term Issuer Default Rating (IDR) of 'B+(EXP)' with a Stable
Outlook. Fitch has also assigned an expected instrument rating of
'BB-(EXP)'/'RR3'/51%-70% to the USD1,395 million equivalent
first-lien senior secured loans, issued by Irel AcquiCo GmbH.

The ratings reflect the company's leading market position in
ready-to-use packaging containers (RPC) pooling solutions, the
stable, non-cyclical demand of its end-markets, coupled with sound
organic growth prospects. The ratings also factor in high financial
leverage (funds from operations (FFO) gross leverage), which Fitch
expects to be just in excess of 6.0x pro forma for the transaction,
as well as some concentration in terms of customers and services
offered.

The conversion of these expected ratings into final ratings is
conditional upon the completion of the contemplated financing as
well as the final terms and conditions of the loans being
materially in line with the information already received.

KEY RATING DRIVERS

Sound Growth Expected: With pooled RPC only accounting for 19% of
global fresh produce shipping volumes and the majority still
shipped in one-way carton-board containers, the RPC market is far
from mature. Ongoing retailer trends such as automation, supply
chain efficiencies, environmental awareness, growing population and
healthier living will all support the conversion to a system that
is better in preserving the quality of in particular fresh fruit
and vegetables.

Stretched Opening Leverage: At closing, FFO adjusted gross leverage
is expected to approach 6.0x and FFO fixed charge cover to be just
below 3.0x. These financial metrics are more in line with the low
end of the 'B' rating category. However, Fitch expects the
underlying cash flows will remain stable and able to support the
capital structure, even while adding new customers and increased
capex. While there is deleveraging capacity due to strong free cash
flow (FCF; around 7% margin), Fitch expects IFCO will use the cash
flow to invest in the company or for potential acquisitions
(partially funded by debt, using the USD250 million available capex
facility). The 'B+(EXP)' IDR reflects manageable refinancing risk
as the main bullet maturities are in seven years and the FCF
cushion is sufficient to absorb a higher cost of debt, in Fitch's
view.

Stable, Non-cyclical Demand: The majority of IFCO's revenues derive
from the packaging of fruit and vegetables. Fitch sees good growth
prospects due to population growth, replacement of cardboard
packaging and healthier lifestyle choices. IFCO also has exposure
to other fresh products such as meat, bread and eggs. Like all
fresh food through retailer chains, demand is non-cyclical.
Experience from earlier recessions indicates that in times of
cyclical lows people increasingly eat at home.

Global Niche Market Leader: IFCO is the market leader with a 60%
share of the European pooled RPC market and 65% in North America.
The company's strong international coverage offers retailers a
network that is stronger than its competitors. IFCO's size and
coverage offers further scale benefits and it is price leader and
renowned for building strong relationships with larger retail
chains. Competition comes from single-use packaging, from which
IFCO is taking market share, retailers' own pools as well as small
regional RPC providers. Proprietary pools and insourcing risk is
viewed as limited as retailers prefer to invest in front-house
capex.

Narrow Service Offering: IFCO's offering is confined to the
delivery of RPCs, primarily to fruit and vegetable producers for
further transport to retailer warehouses or shops. This
single-service offering is mitigated by the company's strong market
position as well geographic diversification (strong position across
central and southern Europe (71%), the US and Canada (21%), Latin
America (4%) and China/Japan (3%). There is also some
concentration, with the top 10 customers accounting for more than
20% of revenues. This is expected to diminish, and diversification
to improve, as North American retailers increasingly transition to
reusable containers.  Overall, Fitch views IFCO's business profile
as solid and in line with a 'BB' rating given its solid market
position and long-term customer relationships in a sector with low
cyclicality risk.

Latent M&A Risk: A very fragmented market for pooled logistics
services provides ample scope for bolt-on acquisitions to leverage
IFCO's leading market position. Based on historical acquisitions,
together with a list of potential targets, Fitch sees possibilities
for further M&A activity through 2019-2023, although it understands
from management that the acquisition approach is more opportunistic
in nature. Fitch projects IFCO will generate sustainable FCF, which
could allow for bolt-on acquisitions of up to USD40 million-USD60
million per year, if funded with internal cash flow, provided these
acquisitions reveal no integration risks. A larger target would
represent event risk.

DERIVATION SUMMARY

There are no direct rated peers. Peers are manufacturers of plastic
containers (suppliers of IFCO), manufacturers of plastic packaging
or producers of non-plastic containers. Corrugated board producers
include the substantially larger Stora Enso (BBB-/Stable) and
Smurfit Kappa (BB+/Stable) who are more diversified, with lower
margins but are also lower levered with FFO gross leverage near 2x
and 3x, respectively end 2018 compared to near 6x for IFCO.

IFCO compares well against Fitch-rated mid-sized companies in niche
markets, including Nordic building products distributor Quimper AB
(Ahlsell) and property damage restoration service provider Polygon,
rated 'B(EXP)'/Stable and 'B'/Positive, respectively. IFCO's FFO
gross leverage is substantially lower than Ahlsell's (7.0x-8.0x)
and more in line with Polygon (5.3x). Both Ahlsell and Polygon show
a comparable exposure to low-cyclical markets but generate a lower
FCF margin (low-single digit) and are less geographically
diversified.

KEY ASSUMPTIONS

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

  - Organic growth in the mid-high single digit CAGR of 4.7%
FY19-FY23.

  - Group EBITDA margin stabilising around 25-26% by 2020.

  - Net capex at around 8% of sales.

  - No dividend payment.

  - No acquisitions.

  - Working capital of -1% of sales.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
positive rating action:

  - FFO adjusted gross leverage is sustainably below 5.0x.

  - FFO fixed charge cover above 3.5x

  - FCF margin sustainably at high single-digits.

  - Larger scale while maintaining an EBITDA margin over 20% and
reduced customer concentration would strengthen the business
profile.

Future developments that may, individually or collectively, lead to
negative rating action include:

Operating underperformance could come from the loss of large
customers, significant pricing pressure, technology risk or
margin-dilutive debt-funded acquisitions such that:

  - FFO adjusted gross leverage is at or above 6.0x on a sustained
basis.

  - FFO fixed charge coverage is sustainably below 2.0x.

  - FCF margin is sustainably in the low single digit of sales.

RECOVERY ANALYSIS

Above-Average Recoveries for Senior Secured Lenders: Fitch views
IFCO as an asset-light business that is likely to be restructured
as a going concern rather than be liquidated following a
hypothetical default situation. Fitch estimates that an EBITDA of
USD217 million (i.e. around 25% below the 2019 forecasted EBITDA of
USD289 million, pro forma transaction already completed) would
represent a restructured going concern EBITDA, after a substantial
shock to operating performance and cash flow triggered a default -
albeit still positive FCF margin.

Fitch estimates that IFCO's market position and extensive,
diversified customer relationships would be attractive
characteristics to a buyer in a going concern scenario. IFCO's
acquisition of Triton suggests a valuation multiple of around 9.2x
EBITDA which is consistent with a number of performing listed peers
in the business services sector. However, in a distressed scenario,
Fitch has assumed a lower multiple of 5.0x, reflecting the
execution risk of a restructuring plan.

After deducting 10% of administrative claims from the enterprise
value, the EUR150 million RCF (which Fitch assumes to be fully
drawn), the USD250 million capex facility (which Fitch assumes to
be half drawn) and the USD1,395 million TLB that rank pari passu
would recover 56%. This is in the 51%-70% range, consistent with a
'RR3' Recovery Rating and a one-notch uplift from the IDR.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity, Bullet Debt Profile: IFCO's liquidity
position is comfortable with company reported cash and equivalents
fully available for debt service as there is no operational
restricted cash. Fitch does not make any adjustment to available
cash because WC is not seasonal.

Fitch forecasts a healthy FCF margin over the rating horizon at
around 6%-7% and flexible capex growth gives headroom to IFCO's
liquidity.

Fitch notes that IFCO's liquidity position is enhanced by a EUR150
million RCF, fully undrawn at closing and a capex facility of
USD250 million. Financial flexibility is also helped by the
non-amortising nature of the TLB, and no debt maturity before 2026.

IREL BIDCO: S&P Assigns Prelim B+ Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit ratings to Irel BidCo S.a.r.l. and its financing subsidiary
Irel AcquiCo GmbH, and its preliminary 'B+' issue rating to the
proposed first-lien debt.

S&P said, "Our assessment of the business risk profile reflects
IFCO's leading niche market position in Europe and the U.S. as the
largest independent provider of RPC solutions for the supply chain
of fresh products. IFCO's products are mainly used to package fruit
and vegetables. We also consider the resilience of the RPC business
in our assessment. We regard the sector's end markets as being
generally recession-resistant."  

IFCO has a worldwide pool of 290 million RPCs, which the company
manages for a wide-ranging and diverse group of customers,
including over 320 retailers and 14,000 producers/growers in 52
countries. Its scale and network advantages are difficult and
costly to replicate and serve as a barrier to entry. Other barriers
to entry include the high capital intensity required to maintain
the asset pool, and the logistics and distribution infrastructure
requirements.  

In S&P's view, IFCO's network of wash centers across all major
growing regions is essential to its delivery of top-quality service
to customers. In addition, its ownership of intellectual property
rights for RPCs reduces its reliance on suppliers.  

Moreover, retailers are typically reluctant to terminate their
long-term contracts with IFCO because of high switching costs of
exchanging the large RPC pools. Europe, which accounts for 70% of
IFCO's revenue, is a retailer-dominated market. IFCO has lost only
three contracts over the past 10 years.

S&P said, "We view as positive the solid fundamentals of the
underlying RPC market, which we estimate comprises 14.5 billion
packaging units (including one-way packaging). IFCO's accumulated
share of this market amounts to around 20%.  

"We consider that the sector has decent potential for expansion.
Not only do RPCs have relatively low penetration, there are also
plausible drivers that could encourage greater penetration into end
markets. These include increasing packaging
standardization/automation, pressure on retailers to find cost
efficiencies, and a focus on environmental sustainability.

At the same time, substitution risk from traditional packaging,
such as corrugated cardboard boxes and wood containers, is
mitigated by RPCs' advantages, which include better handling
efficiency and product protection, more efficient temperature
regulation, easier in-store display, and less waste and
environmental impact.  

IFCO has demonstrated a solid track record of stable earnings and
profitability throughout economic cycles. It weathered the
2008-2009 financial crisis and its EBITDA margins have been 23%-25%
over the past three years. S&P anticipates that the company will be
able to sustain its profitability levels, underpinned by its good
grip on cost control; improving utilization of fixed costs as new
contract wins come on stream; and flexible cost structure,
underpinned by a large variable component.

These strengths are partly constrained by IFCO's narrow business
scope and diversity. Its business model is built around RPC
operations and it has a large concentration on retailers as
ultimate customers--Europe's top five retailers account for about
40% of European RPC volumes. The company's main geographic focus is
the mature European market, where IFCO generates about two-thirds
of its revenues.  

In S&P's view, geographic diversity may improve over time if IFCO
succeeds in capitalizing on its established foothold in the
attractive and fast-expanding markets in Latin America, China, and
Japan. However, winning a share of a new market tends to be a
long-term process, because of low RPC penetration and differing
market characteristics.  

IFCO's second-largest market North America, for example, is
dominated by growers, rather than retailers and is characterized by
relatively long transportation distances between growers,
distribution centers, and retail stores. Retailers in the U.S. use
RPCs from almost all providers, because the choice is frequently
determined by their suppliers. RPCs in the U.S. are also
standardized, which lowers the barriers to entry. Although this
reduced the risk of losing a retailer, volumes must be shared with
other RPC providers and won from individual suppliers.

S&P expects the company's adjusted debt to EBITDA to be about 5.6x
when the transaction closes in May 2019, and leverage to remain at
about 5.5x in the following 12 months on stable earnings and
margins.

The acquisition financing includes $911 million of preference
shares as an equity injection by major shareholders Triton and
ADIA. S&P said, "Based on the draft documentation, we view this
shareholder instrument as equity-like, reflecting our view that the
economic incentives align with common equity. The preference shares
are structurally subordinated, with no cash payments, no events of
default, cross-default, or cross-acceleration in the proposed
documentation. We understand that no cash can be upstreamed to
Triton and ADIA unless net debt to EBITDA is maintained at 4.5x or
below. There is also a limit on the amount of cash that may be
upstreamed: the higher of EUR25 million or 10% of company EBITDA
(about $30 million)."

The final ratings will depend on the successful completion of the
proposed transaction and receipt and satisfactory review of all
final transaction documentation. Accordingly, the preliminary
rating should not be construed as evidence of final ratings. If S&P
does not receive final documentation within a reasonable time
frame, or if final documentation departs from the material
reviewed, it reserves the right to withdraw or revise the ratings.
Potential changes include, but are not limited to, use of loan
proceeds, maturity, size, and conditions of the loans, financial
and other covenants, security, and ranking.

S&P said, "The stable outlook reflects our view that IFCO will
maintain modest revenue growth and stable EBITDA margins, resulting
in adjusted debt to EBITDA that remains at about 5.5x, while
generating positive FOCF.

"We could consider an upgrade if IFCO demonstrated a more-prudent
financial policy, such that adjusted debt to EBITDA improves to
below 5.0x on a sustainable basis. We consider that a positive
rating action would be also contingent on IFCO retaining its
competitive strengths and stable profitability.

"Based on the strength of IFCO's business profile, we consider the
company has ample headroom under the forecast credit ratios for any
unexpected high-impact events, which makes a rating downgrade
unlikely over the next 12 months. However, we could consider a
downgrade if IFCO pursued material discretionary spending such as
debt-funded acquisition or shareholder returns that result in
adjusted debt to EBITDA weakening materially above 6.0x for a
prolonged period.  

"We could also lower the rating if IFCO experienced unforeseen
setbacks in operating performance that had an adverse impact on the
company's stable earnings and profitability. This could arise, for
example, if it lost major retailer contracts, or saw intensified
pricing pressures or operational disruption."




=============
I R E L A N D
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AQUEDUCT EUROPEAN 3-2019: Fitch Rates Class F Debt 'B-sf'
---------------------------------------------------------
Fitch Ratings has assigned Aqueduct European CLO 3 - 2019 DAC final
ratings.

The transaction is a cash flow collateralised loan obligation
(CLO). It comprises primarily senior secured obligations (at least
96%) with a component of corporate rescue loans, senior unsecured,
second-lien loans, mezzanine and high yield bonds. Net proceeds
from the issuance of the notes are being used to purchase a
portfolio with a target par of EUR400 million. The portfolio is
managed by HPS Investment Partners CLO (UK) LLP. The CLO envisages
a 4.5-year reinvestment period and an 8.5-year weighted average
life.

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B+'/'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 31.4.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate (WARR) of the identified
portfolio is 66.25.

Limit on Concentration Risk

The transaction has two Fitch test matrices with different
allowances for exposure to the 10 largest obligors (maximum 10% and
20%). The manager can then interpolate between these matrices. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The maximum exposure to the three
largest (Fitch-defined) industries in the portfolio is covenanted
at 40%. These covenants ensure that the asset portfolio will not be
exposed to excessive concentration.

Adverse Selection and Portfolio Management

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

Cash Flow Analysis

Up to 9.25% of the portfolio can be invested in fixed-rate assets,
while there is no fixed-rate liability. However, the presence of an
interest rate cap with a EUR20 million notional partially mitigates
interest rate risk. Fitch modelled both 0% and 9.25% fixed-rate
buckets and found that the rated notes can withstand the interest
rate mismatch associated with each scenario. The manager will be
able to interpolate between two matrices depending on the size of
the fixed-rate bucket in the portfolio.

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 SEC 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.

REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS

A description of the transaction's representations, warranties and
enforcement mechanisms (RW&Es) that are disclosed in the offering
document and which relate to the underlying asset pool was not
prepared for this transaction. Offering documents for EMEA CLO
transactions do not typically include RW&Es that are available to
investors and that relate to the asset pool underlying the
security. Therefore, Fitch credit reports for EMEA CLO transactions
will not typically include descriptions of RW&Es.

Aqueduct European CLO 3 - 2019 DAC
   
  - Class A XS1951916466; LT AAAsf New Rating
   
  - Class B XS1951917274; LT AAsf New Rating
  
  - Class C XS1951918595; LT Asf New Rating
  
  - Class D XS1951919130; LT BBB-sf New Rating
   
  - Class E XS1951919569; LT BB-sf New Rating
  
  - Class F XS1951919726; LT B-sf New Rating
  
  - Class M-1 Subordinated notes XS1951920229; LT NRsf New Rating

  - Class M-3 Subordinated notes XS1951920575; LT NRsf New Rating
   
  - Class X XS1951916037; LT AAAsf New Rating
   
  - Class Z XS1951920062; LT NRsf New Rating  

AQUEDUCT EUROPEAN 3-2019: Moody's Gives B3 Rating to Class F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Aqueduct European
CLO 3-2019 Designated Activity Company:

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

  - EUR 240,000,000 Class A Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

  - EUR 45,500,000 Class B Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

  - EUR 23,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

  - EUR 27,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

  - EUR 23,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Ba3 (sf)

  - EUR 9,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

The Issuer is a managed cash flow CLO. At least 96% of the
portfolio must consist of senior secured obligations and up to 4%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be approximately 65% ramped as of the
closing date and to comprise of predominantly corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the 7 month ramp-up period in
compliance with the portfolio guidelines.

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A notes. The
Class X Notes amortise by EUR 250,000 over eight payment dates
starting on the 2nd payment date.

In addition to the seven classes of notes rated by Moody's, the
Issuer issued EUR 2.0m of Class Z Notes and EUR 38.6m of
Subordinated Notes which are not rated. The Class Z Notes accrue
interest in an amount equivalent to a certain proportion of the
subordinated management fees and its notes' payment is pari passu
with the payment of the subordinated management fee.

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

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

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

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

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

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

Par Amount: EUR 400,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2840

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

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



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

NEXI SPA: Fitch Places B+ LT IDR on Rating Watch Pos.
-----------------------------------------------------
Fitch Ratings has placed Nexi S.p.A.'s Long-Term Issuer Default
Rating (IDR) of 'B+', super senior revolving credit facility (RCF)
rating of 'BB-' and senior secured notes instrument rating of 'BB-'
on Rating Watch Positive (RWP).

The RWP follows the announcement of Nexi's intention to list on the
Italian stock exchange. The equity offering will include newly
issued shares with an expected value between EUR600 million and
EUR700million. A significant portion of the proceeds of the capital
increase will be used for debt reduction. Fitch also understands
that Nexi is finalising new debt facilities conditional upon the
successful completion of the IPO, to refinance a portion of the
remaining debt.

Fitch will resolve the RWP upon the outcome of the IPO and the
execution of the planned refinancing, and also considering the
progress of EBITDA following Nexi's corporate reorganisation
initiatives in 2018. A successful IPO could result in an upgrade of
Nexi's ratings by one notch to 'BB-' or affirmation of the 'B+'
rating with a Positive Outlook.

KEY RATING DRIVERS

Reducing Leverage: If applied to debt repayment, the capital
increase proceeds from the IPO would significantly reduce leverage.
Fitch's assumption of an around EUR600 million gross debt reduction
would result in funds from operations (FFO) gross adjusted leverage
of about 5.7x and FFO fixed charge cover of about 3.4x at the end
of FY2019 (financial year ending December). This would exceed
Fitch's current rating sensitivities for an upgrade. Its base case
factors in the current pricing and conditions on the remaining
debt, Fitch also assumed annual dividends of around EUR40 million
from FY2020. Fitch understands that Nexi is in the process of
negotiating a new loan agreement conditional upon the completion of
the IPO, the amount of the outstanding debt refinanced as well as
key conditions on interest costs and dividends baskets are
currently unknown.

Preliminary Results on Track: 3Q18 last 12 months (LTM) performance
was in line with management's expectations for FY18 and potentially
ahead of Fitch's own assumptions for financial year ending December
2018. In particular, pro forma LTM revenues for the third quarter
show the strong underlying performance of Merchant Services &
Solutions as well as Cards & Digital Payments, with a softer
performance from Digital Banking Solutions, which was affected by
lower clearing volumes and lack of growth in ATMs. Reported LTM
EBITDA margin, excluding planned cost savings and synergies, was
around 42%, showing improvement potential for FY19 once the new
perimeter is accounted for on a full-year basis.

Digital Payments to Continue Growth: Fitch expects electronic
payments to continue developing in Italy, which despite having
experienced a slowing pace of adoption, is witnessing acceleration
thanks to higher use by the younger generation, expansion of
e-commerce, and improved secure processing. Nexi remains positioned
as the largest Italian payment provider with exposure across the
whole payment value chain, with the exception of network services,
and ranks number one in all active business segments, followed by
its nearest competitor SIA. The competitive landscape presents high
barriers to entry due to the required IT infrastructures, while
requiring constant innovation within the offered services and
limited appetite among banks and merchants to incur switching
costs.  

DERIVATION SUMMARY

Nexi is well-positioned in the growing Italian payment services
market, occupying a leading position due to its longstanding
relationships with key partner banks. These relationships, together
with high switching costs for merchants and banks to potential
competitors, translate into high barriers to entry. Following its
consolidation with several acquired entities since its own
acquisition by its sponsors in 2015, and operating under the ICBPI
brand, Nexi's carved-out business is characterised by a wide
product offering with considerable operating leverage, which allows
the company to expand its EBITDA margins above 40%. This compares
favourably with EBITDA margins of key peers Nets Topco Lux 3
(B+/Stable) at 37%, First Data Corp. (BB-/RWP) at 26%, and Paysafe
at 27%, although less than merchant acquirer Worldpay at 42%.

The key constraining factors for Nexi are its high leverage and
lack of geographical diversification. FFO gross leverage of 7.5x
estimated at end FY18 remains high. One mitigating factor is the
strong free cash flow (FCF) generation with FCF margins over 10%.

KEY ASSUMPTIONS

  - FY18 to FY21 revenue CAGR of 3.2% driven by both the Cards and
Merchant Services segments

  - EBITDA margin improvement from 39% to above 47% by 2021 driven
by realised reorganisation initiatives and market growth

  - Annual costs of EUR15 million associated with maintaining the
settlement facility

  - Capex at around 13% of revenues falling to about 10% on a
long-term basis

  - Annual acquisitions of EUR25 million

KEY RECOVERY ASSUMPTIONS (excluding impact of IPO and planned
refinancing)

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

The recovery analysis assumes a 20% discount to Nexi's pro forma
2017 EBITDA, resulting in a post-restructuring EBITDA around EUR320
million. At this level of EBITDA, which assumes corrective measures
have been taken, Fitch would expect Nexi to generate
neutral-to-negative FCF.

Fitch also assumes a distressed multiple of 6.5x and a fully drawn
EUR325 million RCF.

These assumptions result in a recovery rate for the senior secured
debt of 'RR3'/57% once the super senior RCF has been fully paid, to
allow a one-notch uplift to the debt rating from the IDR, after
considering the 'RR3'/70% cap for Italy according to Fitch's
criteria.

RATING SENSITIVITIES

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

  - Increasing market share in Italy or expansion outside of Italy
with EBITDA margins consistently above 45%

  - FFO adjusted leverage below 6.0x

  - FFO fixed charge cover above 3.0x

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

  - Failure to realise benefits from reogranisation initiatives

  - FFO adjusted leverage sustainably above 8.0x

  - FFO fixed charge cover sustainably below 2.5x

  - Disruption/deterioration in settlement facility setup

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Liquidity remains comfortable given cash on
balance sheet, positive FCF, an undrawn EUR325 million RCF, and no
near-term debt due.

SUMMARY OF FINANCIAL ADJUSTMENTS

Operating Leases: Fitch capitalised Nexi's operating leases at an
8x multiple according to the Criteria for Rating Non-Financial
Corporates.

Sources of Information

The sources of information used to assess this rating were the
company press releases, auditor-prepared pro-forma financials, a
rating agency presentation and a meeting with the management team.

Nexi Capital S.p.A.
   
   - Senior Secured Rating; LT BB-

Nexi S.p.A.

  - LT IDR B+   

  - Super Senior Rating; LT BB-

NEXI SPA: Moody's Reviews B1 CFR for Upgrade on IPO Intention
-------------------------------------------------------------
Moody's Investors Service has placed under review for upgrade Nexi
S.p.A.'s (Nexi or the company) B1 corporate family rating (CFR) and
B1-PD probability of default rating (PDR), as well as the B1
instrument rating on the EUR825 million senior secured notes due
2023 and the EUR1,375 million senior secured floating rate notes
due 2023 both issued by Nexi Capital S.p.A.

RATINGS RATIONALE

The decision to place the ratings under review for upgrade follows
Nexi's announcement on March 18, 2019 of its intention to launch an
initial public offering (IPO) of Nexi S.p.A.'s shares and to list
on Borsa Italiana. The company expects to raise proceeds from the
issuance of new shares of between EUR600 million to EUR700 million.
The proceeds from the capital increase will be used by the company
mainly to repay debt. The company is also finalizing a new loan
agreement, conditional upon the completion of the IPO, in order to
refinance on better terms part of its outstanding debt.

Moody's expects to conclude the review process with the closing of
the IPO, expected to complete in the coming months, subject to
market conditions. The review will also evaluate the company's new
ownership structure, the terms and conditions of the new bank
facilities, the financial policy (including a dividend policy that
is expected to target a dividend pay-out ratio between 20% and 30%
of distributable profits over the medium-to long-term although no
dividend to be distributed for financial year 2019) and strategic
objectives.

Pro forma for the IPO, adjusted gross leverage (as adjusted by
Moody's mainly for operating leases, pension deficit, and
non-recurring items) is estimated by Moody's to decrease to around
4.6x as of December 31, 2018 (based on a Normalized EBITDA of
EUR424 million - as previously reported by the company - pro forma
for the corporate reorganization, acquisitions and disposals
completed in 2018 and 2019 or 6.5x when taking into consideration
EUR131 million of non-recurring items) from 6.1x prior to the
transaction (or 8.6x including non-recurring items). Moody's
anticipates further de-leveraging over the next 18 months to around
4.0x driven mainly by (1) the realization of disclosed initiatives
as part of the company's transformation plan, EUR31 million of such
initiatives were realized by the end of 2018 out of a total target
of EUR126 million that management expects to realize by 2020, and
(2) sustained revenue growth that Moody's projects at around
mid-single digit rates over the next three years. Revenue and
EBITDA growth projections are supported by Nexi's track record of
delivering strong organic growth over the last three years. During
this period, net operating revenues and EBITDA (as reported by the
company) grew on a like-for-like basis at compound annual growth
rate (CAGR) of 7.8% and 15.5%, respectively.

While Moody's recognizes that the IPO will improve Nexi's credit
profile, the ratings will remain constrained by (1) the
concentration of operations in a single country, (2) the relative
concentration of customers due to the wholesale nature of its
issuing and clearing services which is partly mitigated by the
long-term nature of bank contracts, (3) the historically
acquisitive nature of the business as demonstrated by Mercury UK
Holdco's M&A activity in 2016 and 2017, and (4) the limited free
cash flow generation in the 12-24 month-period following the IPO
due to capital expenditures maintained at a higher level and the
tail of restructuring charges related to the implementation of the
transformation plan. Nexi expects that non-recurring items will
decrease by more than 60% in 2019 from EUR131 million in 2018.

At this stage Moody's anticipates that the CFR would likely be
upgraded by at least one notch if the IPO is executed as expected.

Moody's assumes that Nexi will continue benefitting from a good
liquidity position supported by (1) cash on the balance sheet and
(2) facilities to cover the group's working capital requirements.
Nexi experiences a significant volatility in working capital needs.
In addition to a requirement to fund differences in timing of
settlement between counterparties in the merchant acquiring
business, the company also funds customer receivables on behalf of
its co-issuer banks. Nexi has thus dedicated clearing and overdraft
facilities to cover these needs with a largely non-recourse
factoring line of up to EUR3,200 million to comfortably cover
funding needs of the issuing business.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Before placing the ratings under review, Moody's had indicated that
upwards pressure could arise if (1) Nexi maintains a high level of
organic growth at above 5% per annum while delivering a significant
EBITDA margin improvement due to the successful implementation of
the transformation plan, (2) adjusted gross leverage decreases to
below 5.5x on a sustainable basis, (3) adjusted FCF-to-debt
increases towards high single-digit rates, and (4) the company
maintains a good liquidity position and does not perform large
debt-funded acquisitions.

On the other hand, negative pressure on the rating could arise if
(1) Nexi experiences the loss of large customer contracts or
increased churn in merchant acquiring due to increased competition,
(2) adjusted gross leverage is maintained at above 6.5x on a
sustainable basis due to debt-funded acquisitions or the inability
to deliver on the transformation plan, or (3) liquidity
deteriorates or FCF/debt is maintained at low-single digit rates as
a percentage of debt.

PRINCIPAL METHODOLOGY

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

Headquartered in Milan, Italy, Nexi is the leading provider of
payment solutions in its domestic market, including card issuing,
merchant acquiring, point-of-sale (POS) and automated teller
machines (ATMs) management and other technology-driven services to
financial institutions, individual cardholders, and corporate
clients. The company generated pro forma net revenues and EBITDA
(pro forma for the corporate reorganization and acquisitions and
disposals completed in 2018 and 2019) of EUR931 million and EUR424
million (excluding initiatives to be realized), respectively.



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

LINCOLN FINANCING: Fitch Gives BB-(EXP) Rating to New Secured Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Lincoln Financing S.a.r.l's (LF)
proposed senior secured notes an expected 'BB-(EXP)' long-term
rating. At the same time, Fitch has affirmed the Long-Term Issuer
Default Rating (IDR) of the notes' guarantor, Lincoln Financing
Holdings Pte Ltd (LFHPL) at 'BB-' with a Stable Outlook.

LeasePlan Corporation NV's (LeasePlan; BBB+/Stable) ratings are
unaffected by this rating action.

The EUR1.35 billion five-year floating and fixed senior secured
notes will be issued by LF, a newly incorporated special purpose
vehicle (SPV), and guaranteed by LFHPL. Issuance proceeds will (in
addition to available cash reserves at the guarantor level) be used
to refinance EUR1.55 billion existing senior secured notes (rated
'BB-') issued by Lincoln Finance Limited (LFL) in March 2016 in
connection with the acquisition of LeasePlan by a consortium of new
owners. Key terms of the issuance are broadly in line with LFL's
March 2016 issuance.

LeasePlan is a global leader in vehicle leasing and a licensed
bank, regulated by De Nederlandsche Bank.

Following the conclusion of the refinancing exercise and the
redemption of LFL's existing notes, Fitch will withdraw LFL's
issuer and issue ratings.

Final ratings are contingent upon the receipt of final documents
conforming to information already received. Failure to issue the
instruments would result in the withdrawal of the expected IDR and
senior secured debt ratings.

KEY RATING DRIVERS

IDR AND SENIOR SECURED DEBT

LeasePlan continues to represent LFHPL's only significant asset,
and neither LFHPL nor LF are expected to have any material source
of income other than dividends from LeasePlan. There will be no
cross-guarantees of debt between LF and LeasePlan, and the ratings
reflect the structural subordination of LFHPL's and LF's creditors
to those of LeasePlan. In Fitch's view, debt issued by LF is
sufficiently isolated from LeasePlan so that failure to service it,
all else being equal, would have limited implications for the
creditworthiness of LeasePlan. Consequently, the instrument rating
is based on the standalone profile of LF and LFHPL as the issuance
guarantor.

In line with covenants in LFL's existing senior secured notes,
LFHPL will maintain an interest reserve account containing cash
equal to a minimum of 2.5 years' coupon payments on the senior
secured notes. Replenishment of this cash will be dependent both on
LeasePlan's ongoing ability to generate profits, and on De
Nederlandsche Bank approval for their distribution in dividend
form. Between 2014-2017, LeasePlan's dividend pay-out ratio has
been around 60%, which has amply covered LFHPL's debt servicing
needs and has allowed it to increase available cash reserves beyond
covenanted levels. Fitch expects dividend pay-out ratios to remain
broadly in line with historical levels, which should ensure
adequate dividend coverage ratios.

Fitch does not expect LeasePlan to adopt a significantly different
strategy in light of this holding company debt refinancing
exercise. Its recent results have been sound, with net income
totalling EUR424 million and total equity amounting to EUR3.3
billion at end-2018. Its common equity Tier 1 ratio stood at 18.3%
at end-2018. This compares with Supervisory and Evaluation Process
(SREP) requirements of 10.0% (CET1 ratio) and 13.5% (total SREP
capital ratio).

RATING SENSITIVITIES

IDR AND SENIOR SECURED DEBT

LFHPL's Long-Term IDR and the notes' rating are sensitive to any
significant depletion of liquidity close to covenanted levels that
affected its continuing ability to service its debt obligations.
This would most likely be prompted by a material fall in earnings
within LeasePlan, which restricted its capacity to pay dividends.

Positive rating action would be likely to require accumulation of
significant additional cash within LFHPL, accompanied by
expectation of its retention there, as this would reduce the
dependence of ongoing debt service on future LeasePlan dividends.

The ratings could also be sensitive to the addition of new
liabilities or assets within LFHPL, but the impact would depend on
the balance struck between increasing LFHPL's debt service
obligations and diversifying its income away from reliance on
LeasePlan dividends.

LINCOLN FINANCING: Moody Rates Sr. Sec. Notes B1, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a long-term debt rating of B1
with a stable outlook to the backed senior secured notes issued by
Lincoln Financing S.a.r.l., which refinance the senior secured
notes of Lincoln Finance Limited (senior secured B1, stable).

RATINGS RATIONALE

In February 2016, Lincoln Finance Limited ("Old Lincoln") issued
five-year senior secured notes, the proceeds of which were used to
finance part of the 100% acquisition of LeasePlan Corporation N.V.
(LeasePlan, Baa1 deposit and senior unsecured, stable; baa3
baseline credit assessment or BCA) by a consortium of investors
comprising pension funds, sovereign wealth funds and private equity
funds.

Old Lincoln's EUR1.6 billion (euro-equivalent) secured notes are
redeemed with (1) the proceeds of the senior secured notes of
approximately EUR1.35 billion issued by Lincoln Financing S.a.r.l.
("New Lincoln"), a new issuing vehicle domiciled in Luxembourg; and
(2) cash available at Lincoln Financing Holdings Pte. Limited
("FinCo"), an intermediary holding company, which indirectly owns
100% of LeasePlan.

Similarly to Old Lincoln's senior secured notes, New Lincoln's
senior secured notes are guaranteed by FinCo and benefit from a
pledge over the shares of LP Group B.V., the direct 100% owner of
LeasePlan as well as from an interest reserve account that
maintains a minimum of 2.5 years of coupons. They also benefit from
FinCo's ability to keep a large portion of the cash up-streamed
from LeasePlan given the restricted payments it can make to its
shareholders.

The B1 rating of New Lincoln's senior secured notes, in line with
Old Lincoln's notes, is driven by (1) the baa3 BCA of LeasePlan;
(2) the deeply subordinated position of the instrument and high
expected loss-given-failure; and (3) the fact that LeasePlan, as a
regulated bank, could be constrained in its ability to pay
dividends, a credit negative for New Lincoln's creditors as such
dividend payments are used to service their debt. The B1 rating is
therefore four notches below LeasePlan's baa3 BCA, reflecting the
structural subordination of the senior secured notes and the
significant double leverage incurred at Lincoln, which results in
additional default risk.

WHAT COULD CHANGE THE RATING UP/DOWN

The senior secured notes could be downgraded if (1) LeasePlan's BCA
were downgraded as a result of a deterioration in its fundamentals;
or if (2) LeasePlan's capacity to upstream dividends were reduced
due to tighter regulatory constraints.

The rating of the senior secured notes could be upgraded as a
result of (1) an upgrade of LeasePlan's BCA; or (2) a reduction in
leverage at New Lincoln sufficiently material to incentivize the
ultimate shareholders to support the senior secured notes in case
of difficulty, rather than ceding control of LeasePlan to the
noteholders through an activation of the pledge over the shares of
LP Group B.V.

PRINCIPAL METHODOLOGY

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

LINCOLN FINANCING: S&P Rates EUR1.35BB Sr. Sec. Notes BB+
---------------------------------------------------------
S&P Global Ratings assigned a 'BB+' long-term issue rating to the
EUR1.35 billion senior secured notes to be issued by
Luxembourg-based special purpose vehicle Lincoln Financing SARL
(not rated) and guaranteed by owner Lincoln Financing Holdings PTE
Ltd. (LFHP; BB+/Stable/--). LFHP is a Singapore-based intermediate
holding company that controls Dutch bank LeasePlan Corporation N.V.
(LP; BBB-/Stable/A-3).  

LFHP intends to use the proceeds of the proposed issuance, along
with its available cash reserves, to repay in full the outstanding
senior secured notes it guarantees that were issued in 2016 by its
Jersey-based special purpose vehicle Lincoln Finance Ltd. (not
rated).  

S&P said, "We equalize the rating on the proposed senior secured
notes with our 'BB+' rating on LFHP, based on our review of the
guarantee provided. The rating is subject to our review of the
notes' final documentation.

"We believe that liquidity at LHFP will be adequate to service its
obligations, since covenants to the senior secured notes restrict
dividends to shareholders. The covenants also require that interest
coverage be maintained in a separate account at a level of 2.5x at
all times.

"Our issuer credit ratings and outlooks on LP and LFHP are
unaffected, because the refinancing is a debt-for-debt transaction.
We consider that the reduction in the total amount of outstanding
senior secured debt to EUR1.35 billion from EUR1.55 billion is not
material enough to change our views on the overall group credit
profile. In particular double leverage--which we expect will
decline overtime, but remain high at around 140%--is well above the
120% threshold we consider to assess its materiality."





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

EIGER ACQUISITION: S&P Affirms 'B' Rating, Alters Outlook to Neg.
------------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable on
Eiger Acquisition B.V. (Eiger), Exact's intermediate holding
company, and affirmed its 'B' ratings on Eiger.

S&P said, "At the same time we are assigning a preliminary 'B'
rating to Precise Midco B.V., Eiger's new holding company. The
outlook is negative. We are also assigning preliminary 'B' issue
ratings to Precise Bidco B.V.'s proposed EUR50 million first-lien
senior secured revolving credit facility and EUR450 million
first-lien senior secured term loan."

The outlook revision follows private equity firm KKR's announcement
that it will acquire Dutch accounting and enterprise resource
planning (ERP) software provider Exact from APAX partners. The
acquisition will be funded by a EUR450 million first-lien senior
secured term loan, a EUR175 million second-lien senior secured term
loan, and a combination of preferred equity certificates and common
equity.

S&P said, "The revision reflects our expectation that Exact's
reported debt will increase to EUR625 million from EUR330 million
at year end 2018 as a result of the transaction, leading to our
forecast of adjusted debt to EBITDA of about 9x and free operating
cash flow (FOCF) to debt of 5%-7% in 2019, compared with 5.8x and
11% in 2018. We think that these significant debt levels and
associated higher interest costs will result in weaker credit
metrics compared with those of other 'B' rated peers, and would
leave limited headroom under our thresholds for the current
ratings.  

"However, we are affirming the ratings because we believe there is
a high likelihood that Exact's high recurring revenues, solid
growth prospects from cloud solutions, and declining cash burn from
its operations outside the Netherlands should translate into solid
EBITDA growth and annual reported free cash flow of at least EUR30
million, which will likely support good deleveraging towards 7.5x
by 2020."  

However, swift deleveraging would also be dependent on successful
execution of Exact's business plan, including increasing
cloud-based customer numbers, maintaining low customer churn, and
continuing to improve operational margins.

Exact's strategy to refocus on its home market has led to
significantly improved EBITDA and cash flow. The company has scaled
back its presence in loss-making European markets through 2018,
following the divestment of its American operations in 2017.
Exact's revenue increased by 14% to EUR209 million in 2018,
predominantly thanks to strong organic growth plus small bolt-on
acquisitions, with reported EBITDA increasing to about EUR57
million on a consolidated basis, compared with about EUR19 million
in 2017. This increase supported an improvement in S&P Global
Ratings-adjusted consolidated EBTIDA margins to about 30% in 2018,
compared with about 16% in 2017. We expect the company will expand
margins further, toward 34%-36% by 2020, through operating leverage
and a further reduction in losses from its operations outside the
Netherlands.  

The 'B' rating is supported by good earnings visibility, because
85% of Exact's total revenues are recurring in nature, and in
particular stem from the company's cloud-based business. The
company typically bills the customer monthly or yearly in advance,
resulting in limited working capital needs. It also has very
limited capital expenditure (capex) needs. S&P expects that, by
scaling back its presence in European markets, the company will
demonstrate solid cash flow generation, consistent with the strong
performance of its previously restricted group (that excludes
loss-making international S&BA). EBITDA margins for these
restricted subsidiaries, as adjusted by Exact, steadily improved to
33.6% in 2018, from 28.5% in 2015. Additionally, S&P thinks that
the company's large and diversified customer base will continue to
support its growth in the medium term.  

S&P said, "Our assessment of Exact's business profile is mainly
constrained by its small scale and limited diversification. With
EUR209 million revenue generated in 2018, the company is much
smaller than large global enterprise software providers like SAP or
Microsoft, and mid-size ERP software vendors such as
Netherlands-based competitor Unit4. We think that the company's
small size will limit its ability to spend on research and
development and product innovation, including larger upfront
outlays for the development of new products. Exact heavily relies
on its home market in the Netherlands, Belgium, and Luxembourg
(Benelux), which generated 87% of revenue in 2018. In addition,
more than half of its revenue is currently from the niche segment
of accounting software and related solutions, with a strong focus
on small business and accountancy (SB&A) clients. In our view, this
makes the company vulnerable to adverse developments in its
specific product and customer segments, such as an increase in the
number of small businesses going out of business in an economic
downturn.

"The negative outlook reflects our view that we could lower the
rating by one notch over the next 12 months if a
weaker-than-forecast operating performance or
higher-than-anticipated cash outflows as a result of slower growth,
adverse macroeconomic conditions, or higher costs for strategic
initiatives or restructuring measures, result in FOCF to debt
falling to less than 5%, and adjusted debt to EBITDA remaining
higher than 8x beyond 2019.

"We could revise the outlook to stable if Exact significantly
overperforms our base case for 2019, with stronger EBITDA growth
indicating prospects for more rapid leverage reduction and reported
free cash flow exceeding EUR35 million."

JUBILEE CLO 2019-XXII: S&P Puts Prelim B-(sf) Rating on Cl. F Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Jubilee CLO 2019-XXII B.V.'s (Jubilee XXII) class A, B-1, B-2, C,
D, E, and F notes. At closing, Jubilee XXII will also issue unrated
subordinated notes.  

The preliminary ratings assigned to Jubilee XXII's notes reflect
s&p'S assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which we expect to be
bankruptcy remote.

-- S&P expects that the transaction's documented counterparty
replacement and remedy mechanisms will adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

S&P said, "Following the application of our structured finance
ratings above the sovereign criteria, we consider the transaction's
exposure to country risk to be limited at the assigned preliminary
rating levels, as the exposure to individual sovereigns does not
exceed the diversification thresholds outlined in our criteria.  

"At closing, we consider that the transaction's legal structure
will be bankruptcy remote, in line with our legal criteria.

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

Jubilee XXII is a broadly syndicated collateralized loan obligation
(CLO) managed by Alcentra Ltd.

  PRELIMINARY RATINGS ASSIGNED
  Jubilee CLO 2019-XXII B.V.

  Class          Rating       Amount (mil. EUR)
  A              AAA (sf)             228.000
  B-1            AA  (sf)              34.000
  B-2            AA  (sf)              25.000
  C              A (sf)                28.000
  D              BBB- (sf)             25.500
  E              BB- (sf)              19.000
  F              B- (sf)                6.500
  Subordinated   NR                    41.745

  NR--Not rated.

TENNESSEE ACQUISITION: S&P Assigns B+ Rating, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its 'B+' rating to Tennessee
Acquisition B.V (TenCate) and its 'B+' issue rating and '3'
recovery rating to the existing TLB and the upcoming TLB add-on.

S&P said, "We assigned 'B+' ratings because the group's leverage
capital structure after the transaction will be relatively modest
for a company under private equity ownership, in our view. We
continue to consider the shareholders' financial policy of keeping
debt to EBITDA comfortably below 5x as the cornerstone for the
rating. If the private equity consortium led by Gilde were to
revise this guidance, we would review our ratings."  

The S&P Global Ratings-adjusted debt to EBITDA of 4.5x after the
dividend recapitalization, EBITDA interest coverage of 3.0x-6.0x,
and healthy free cash flow generation of more than EUR30 million
continue to support a rating at the higher end of the 'B' category.


TenCate's upcoming add-on issuance will put EUR120 million of
additional senior secured debt in the capital structure pari passu
with the existing one, leading to a total bank debt of almost
EUR600 million at year-end 2019. The proceeds of the issuance will
be used to refinance drawings under the RCF of about EUR35 million,
while the remaining cash will be used to distribute an exceptional
dividend to shareholders. S&P considers that this distribution is
in line with the sponsor's aggressive dividend policy, which the
group's successful growth strategy in the past two years has
allowed.

During 2018, TenCate underwent some organizational changes. The
group disposed of its Advanced Composites division, enabling it to
deleverage at a quicker pace than anticipated while returning cash
to the shareholders. This resulted in the fully S&P Global
Ratings-adjusted debt-to-EBITDA ratio falling to about 4x at
year-end 2018. 2018 was also marked by relatively robust operating
performances at the group's remaining divisions; the Armor division
in particular reported a EUR9.9 million EBITDA contribution after
being loss-making in 2014. S&P sees this as evidence of successful
implementation over the last few years of the turnaround strategy.


TenCate further implemented its strategy of building the Grass
segment, with four bolt-on acquisitions in 2018 (financed by cash
on hand and RCF drawings), and a larger one in 2017. The 2018
acquisitions brought EUR12.7 million in additional, pro forma
absolute EBITDA. TenCate's Grass business strengthens its market
share in the U.S. in both the landscaping and sports market
segments, and its integration upstream and downstream in the value
chain creates opportunities for synergy.  

The group also deployed an ambitious capital spending (capex)
program via its Geosynthetics operations with the construction of
two manufacturing sites in China and Malaysia. This should enable
additional organic growth in Asia, which comprises about 50% of
today's global infrastructure sector's output and demand.

After the robust performance in 2018, S&P thinks growth momentum
should continue based on the supportive growth drivers for each
industry segment TenCate operates in.  

TenCate is relatively modest in size of operations, with EBITDA of
slightly less than EUR120 million. The company enjoys good
geographic diversification, with mature countries (mainly Europe
and the U.S.) accounting for the bulk (80%) of total sales and the
remainder derived in developing countries. The group has additional
growth possibilities in Asia-Pacific. Through its four divisions,
the group is exposed to a large number of end markets, which
enables TenCate to have relatively low customer concentration in
any one market. In S&P's view, despite being exposed to government
spending, operating in very different end markets is a natural
hedge against economic cycles and downturns in a given industry.  

S&P said, "The stable outlook reflects our view that TenCate will
continue to further execute its build up in the grass segment,
while achieving healthy organic growth in the other divisions.
Gross revenue should be bolstered by the Geosynthetics division and
its two new manufacturing sites in China and Malaysia. Also, we
expect the group's profitable growth to continue following the
successful turnaround of the Armor business. The group should be
able to maintain margins slightly above 10% in the coming years.
The stable outlook is supported by what we expect will be
sustained, positive free cash flow generation over the next two
years, which should translate into further debt reduction.

"We could lower the rating if operating performance heavily lags
our current base case. Such a scenario could potentially arise if
one division lost a key contract, or experienced decreased backlog
related to fewer large infrastructure projects because of
government spending cuts. This could translate into sharp
re-leveraging of the capital structure. Also, additional margin
shrinkage and large working capital outflow due to an adverse raw
material environment could lead to lower cash flow generation and,
hence, put pressure on the rating. An abrupt change of the group's
financial policy that had a meaningful, negative impact on
TenCate's credit metrics could prompt us to lower the rating.

"We could raise our rating on TenCate if it were to use a
significant part of the cash proceeds from the sale of one of its
divisions to deleverage to 3x-4x. An upgrade would also be
supported by higher EBITDA margins and continuous earnings
resilience in the group's remaining divisions above our current
expectations. Any upgrade would reflect a positive change in our
financial policy assessment, demonstrating a strong commitment to
sustainably reduce our fully adjusted debt toward 3x."



===========
R U S S I A
===========

UC RUSAL: Fitch Assigns 'BB-' LT IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has assigned Russian-based aluminium company United
Company RUSAL Plc (Rusal) a Long-Term Issuer Default Rating (IDR)
of 'BB-'. The Outlook on the Long-Term IDR is Stable. Fitch has
also assigned Rusal Capital D.A.C.'s senior unsecured notes a
'BB-'/'RR4' rating.

Rusal's ratings reflect its competitive cost position in the first
quartile of the global aluminium cost curve, its vertically
integrated business profile with access to low-cost hydropower and
its leading market position. The Stable Outlook is underpinned by
the company's ongoing deleveraging and its Norilsk Nickel (NN;
BBB-/Stable) stake that provides significant dividends and
collateral coverage. Fitch's rating base case forecasts positive
free cash flow (FCF) generation in the near term - despite
headwinds and substantial capex growth - which it expects to be
partly directed to further debt reduction.

KEY RATING DRIVERS

Sanctions' Impact Limited: Rusal successfully managed its
operations under the US sanctions with limited impact. Due to
several extensions granted to the company's grace period by the
Office of Foreign Assets Control (OFAC), Rusal did not bear the
full impact of the sanctions. The company reported a 7% decrease in
aluminium shipments to 3.7 million metric tons in 2018, despite
marginally higher production, which was offset by 7% higher average
realised aluminium prices. Its value-added product shipments,
however, were hit falling 11% YoY as aluminium consumers sought to
reduce supply risk. US sales fell to 11% of 2018 sales and were
partially replaced with higher supplies in Europe and CIS
countries.

On January 27, 2019, OFAC lifted sanctions after the company agreed
a corporate restructuring which ended majority shareholder's Mr.
Oleg Deripaska's control of the company. As the US Treasury stated,
he was the intended target of the US economic actions and not the
company. Rusal will be subject to ongoing compliance and will face
consequences should it fail to comply.

Gradual Recovery Expected: The OFAC sanctions froze Rusal out of
the annual contract negotiation window. Some market participants
signed conditional contracts with the caveat that the restrictions
be removed. The US Treasury granted exemptions that permitted
companies to sign new contracts as long as they were consistent
with pre-existing contracts, before the sanctions were imposed.
Given the physical deficit in the market, Fitch believes that Rusal
will gradually recover lost ground selling aluminium on the spot
market as well as striking new contracts with customers that have
not already locked their aluminium supplies for 2019.

Cost Inflation Erodes Margins: Higher energy and raw material costs
along with FX challenges in 1Q18 pushed Rusal's average cash costs
higher. Fitch expects raw material cost pressures to persist,
eroding its margins in the medium term. Rusal's margins will
struggle to return to its pre-sanctions levels, especially amid low
LME aluminium prices and a tight-to-under-supplied alumina market.
Any unfavourable FX movements could add further pressure. Fitch
expects EBITDA margins to range between 13% and 15% over the next
three years compared with around 20% on average over the previous
four years.

Despite expected cost inflation, Rusal's smelters continue to be
positioned in the first quartile of the global aluminium cost
curve. Its smelters are located in Siberia and source most of their
electricity needs from the region's hydroelectric power stations,
benefiting from relatively low electricity costs, albeit higher
compared with producers with their own captive power plants.

Aluminium Prices under Pressure: Soft aluminium demand growth in
China, trade tensions, US Section 232 tariffs, a strong US dollar
and weakening economic sentiment worldwide, continue to weigh on
aluminium prices. Alumina and other raw material price hikes have
outpaced aluminium price growth, eroding producers' margins. Fitch
has revised its aluminium price assumptions downward and it now
expects 2019 LME prices to average USD2,000/ton, down 6% YoY. Fitch
does not expect aluminium prices to weaken sufficiently to
negatively impact the company's rating, although further trade
tension escalation or a recession could negatively affect its
sector view.

Ongoing Deleveraging: Rusal has had a high debt burden and leverage
since the purchase of its stake in NN in 2008. However, the company
has benefited from strong support from domestic banks and has
consistently deleveraged to USD8.5 billion (Fitch-adjusted) at
end-2018. In Fitch's view further debt reduction remains a priority
for Rusal, although emphasis will also be given to the company's
expansion plans. The pace of deleveraging will depend on aluminium
prices and the level of dividends paid by NN.

Leverage to Rise in 2019: Fitch expects funds from operations (FFO)
gross leverage to increase to 3.7x by end-2019 from 3.0x at
end-2018 but to drop to 3.5x and below in 2020-2022. This is mainly
due to its expectation for weaker LME prices and VAP premiums along
with higher raw material expenses, as also reflected in the
expected 35% reduction in Fitch-adjusted EBITDA by end-2019. Absent
an absolute debt reduction, Rusal will remain exposed to external
factors, such as market price volatility, rouble strengthening and
input cost inflation, which add volatility in the leverage metrics.
Fitch expects future positive FCF will be partly directed to
deleveraging, resulting in total debt of about than USD8 billion at
end-2019 and USD7.7 billion at end-2020.

Expansion Projects: Fitch expects capex to be around USD1 billion
in the medium term from an estimated USD700 million on average over
the previous four years. The capex spike is primarily driven by
investments in the Taishet aluminium smelter and anode plant.
Additional investments include the Dian Dian bauxite project and
the Friguia refinery. These investments should complement Rusal's
cash flow generation and boost margins. Fitch believes that the
company has the flexibility to postpone such growth plans in case
of less favourable market dynamics.

NN a Large Dividend Source: Rusal effectively owns 27.82% of NN, a
leading producer of refined nickel and palladium. As of March 12,
2019, the market value of this stake was around USD9.2 billion,
covering more than 100% of Rusal's total indebtedness at end-2018
and therefore providing significant collateral coverage.

NN has one of the highest dividend pay-outs in the industry. Since
2017 a new dividend policy introduced a variable payout ratio of
30%-60% of EBITDA, depending on NN's net leverage metrics, and
total minimum distributions payable of USD1 billion (USD278 million
Rusal's pre-tax share). Rusal received USD887 million of dividends
in 2018. Fitch expects dividends attributable to Rusal to exceed
USD850 million per year on average in 2019-2020, contributing
materially to its debt service and business growth. Rusal's planned
re-domicliation to Russia will positively affect NN's distributions
received by an esimtated USD40 million-USD50 million per annum as a
result of favourable tax treatment (0% vs. current 5% on NN's
dividends).

Shoot-out Trigger Unlikely: Fitch views that disputes between NN's
main shareholders, Rusal and Whiteleave Holdings Ltd ("34.6% stake
as of end-2018) are unlikely to re-surface. The US sanctions levied
against Rusal, the court injunction prohibiting Whiteleave or its
affiliates from buying NN's shares from Crispian Investment
Limited, along with the high NN market value and difficulty in
securing financing have greatly reduced the probability of a
shoot-out materialising. Fitch's view is that NN will likely be
managed in line with its existing development strategy and Rusal
will continue benefiting from NN's significant dividend
distributions.

Vertically Integrated Business Model: Rusal operates throughout the
aluminium value chain with bauxite mining, alumina refining and
aluminium smelting production. This provides some insulation to
input cost inflation. The company's self-sufficiency in bauxite
stood at 77% of its total alumina refining needs at end-2018. The
second stage of the Dian Dian bauxite project in Guinea, which is
expected to be fully operational in 2022, will make Rusal almost
100% bauxite self-sufficient at current production levels. Its own
alumina production covers more than 100% of its aluminium smelter
needs.

Leading Market Position: Rusal is the top aluminium producer in the
world outside China and one of the top three producers worldwide
(after China's Hongqiao and Chalco), accounting for around 6% of
the world's aluminium in 2018. The company's leading position is
also underpinned by the adverse effect the imposed sanctions
against the company had on the global aluminium market. This is
because disruptions to the global aluminium supply chain threatened
to feed across other sectors, sending aluminium prices to the
highest point since 2011.

DERIVATION SUMMARY

Comparable Fitch-rated peers to Rusal include China Hongqiao Group
Limited (BB-/Stable), Aluminium Corporation of China (Chalco;
BBB+/Stable) and Alcoa Corporation (BB+/Positive).

Hongqiao benefits from greater size, higher vertical integration
and stronger margins as a result of substantial economies of scale
and a captive energy base. Fitch expects Hongqiao to continue to
post positive FCF in the near term and net leverage to remain at
2.0x-2.4x. However, weak internal controls and uncertainties
regarding the policy implications of unpaid power tariffs and
potential surcharges on power costs, which could significantly
increase its production costs, constrain the company's ratings.

Chalco is rated on a top-down approach based on the credit profile
of parent Chinalco, which owns 33% of the company. Fitch's internal
assessment of Chinalco's credit profile is based on its
Government-related Entities Rating Criteria and is derived from
China's (A+/Stable) rating, reflecting its strategic importance.
Chalco's standalone credit profile stands at 'B+', one notch below
Rusal's IDR due to Chalco's weaker leverage metrics, lower margins
and significantly lower mix of VAPs.

Alcoa's rating reflects a stronger financial profile than Rusal's.


Rusal's rating also captures the higher-than-average systemic risks
associated with the Russian business and jurisdictional
environment.

KEY ASSUMPTIONS

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

  - Fitch aluminium LME price at USD2,000/ton in 2019, USD2,050/ton
in 2020, USD2,100/ton in 2021 and 2022.

  - Premiums at USD130/ton-USD150/ton

  - RUB/USD exchange rate of 67.5 over the next four years

  - Production stable in 2019, up 2% in 2020, 8% in 2021 and 1% in
2022

  - EBITDA margins at 13%-15%

  - Capex in line with management's guidance

  - Maximum dividend pay-out according to Rusal's dividend policy

  - Sustained dividends from NN of USD880 million on average

RATING SENSITIVITIES

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

  - Further debt reduction with FFO adjusted gross leverage moving
sustainably below 3.0x

  - FFO adjusted net leverage below 2.5x on a sustained basis

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

  - FFO adjusted gross leverage sustained above 3.5x

  - EBITDA margin below 10% on a sustained basis

LIQUIDITY

At end-December 2018, Rusal had USD8.3 billion of debt excluding
USD217 million of Fitch adjustments for operating leases and
guarantees. The company had USD870 million of short-term maturities
compared with USD801 million of non-restricted cash. Near-term
liquidity is also supported by FCF generation, which Fitch
forecasts to be around USD700 million over the next 12 months,
including dividends from NN.

FULL LIST OF RATING ACTIONS

United Company RUSAL Plc

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

Short-term IDR assigned at 'B'

Rusal Capital D.A.C.

Senior unsecured debt rating assigned at 'BB-'; RR4 recovery



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

NH HOTEL: Fitch Affirms 'B+' LT IDR, Alters Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has revised the Outlook on NH Hotel Group S.A.'s (NH)
Long-Term Issuer Default Rating (IDR) to Stable from Positive and
affirmed the IDR at 'B+' following the acquisition by Minor
International (Minor) of a 94.1% stake in NH Hotel Group (NHH).

The revision of the Outlook reflects the risk that the new
shareholder may influence NHH's financial structure, leading to
leverage increasing to a level not consistent with an upgrade of
the IDR. The rating also now encapsulates the fact that despite the
absence of legal links (such as guarantees or inter-company loans)
between the parent, Minor, and the subsidiary, NHH, the rating of
NHH is now constrained also by the credit profile of the
consolidated Minor consolidated group, which Fitch estimates to be
highly leveraged.

Thanks to the benefits from efforts to improve asset quality and
pricing power, NHH has continued to demonstrate strong operational
performance and progressed on de-leveraging, supporting its 'B+'
IDR.

KEY RATING DRIVERS

Possible Changes in Financial Policy: In October 2018, Minor
completed the tender offer for NHH, acquiring a 94.1% stake. Minor
has publicly stated in their Tender Offer presentation of October
5th 2018 its alignment with NHH's target of net financial
debt/EBITDA of around 1.2x  (as calculated and expected by the
company) for 2019, but has also established a long-term target
leverage ratio of around 2.5x (0.7x FY18). However, Minor would
also consider upstreaming at least part of NHH's currently high
cash balances, should there not be any opportunities for
value-creation from the expansion of the business. Despite
restrictions imposed by the bond and revolving credit facility
(RCF) documentation in terms of dividends, investments, guarantees
or new loans, Fitch views this as potentially detrimental to NHH's
credit quality, impeding funds from operations (FFO) adjusted net
leverage from sustainably remaining below 5.0x.

Parent Subsidiary Linkage: The new ownership by Minor requires
Fitch to apply its Parent Subsidiary Rating Linkage Criteria,
whereby Fitch would assess the strength of the ties between the two
entities and their relative strength. While legal and operational
ties are currently limited, with its existing higher leverage,
Fitch views Minor as displaying a weaker credit profile at present
than NHH, and this constrains NHH's rating. Should Minor acquire
full ownership of NHH, Fitch would likely equalise the rating of
NHH to the consolidated profile of Minor. Currently, Fitch
understands however that Minor could also be evaluating the
possibility of selling down its stake closer to the initially
intended acceptance of its offer (51%-55%). Fitch's rating case
assumes that distribution of resources to the parent will remain at
50% of net income and potentially no more than a one-off EUR100m
distribution of around half the existing cash balances. Deviation
from these expectations or an intensification of returns to the
shareholder would pressure the rating.

New Business Opportunities: NHH and Minor are in the process of
setting up a strategic plan to take advantage of their relationship
and identifying possible investment opportunities. Minor is a hotel
operator with a good position in the upscale and luxury segments in
Asia, a segment where NHH is absent, but has a limited presence in
Europe. This complementarity should lead to business opportunities
for both groups, in particular through sharing respective booking
platforms. At present, the two companies are still working on
redefinition of the strategy that will encapsulate opportunities
for both groups. New hotels to be managed by NHH and the upgrading
of selective assets to Minor's luxury brands should lead to higher
revenue per available room (RevPar) for NHH.

Solid Operational Performance: NH's solid operating performance in
2018 illustrates the benefits from heavy improvement capex over
2014-2018. Those refurbishments have allowed increases in average
room rates (ADRs) of 24% since 2014, and 2.3% in 2018 alone.
Occupancy also contributes to higher RevPar (up 3.8%), driven by
Italy and the Benelux region, which confirms the move towards
adequate profitability (EBITDA margin 16.4% in 2018). Fitch expects
occupancy, ADRs and profits to stabilise once the main capex is
completed in 2019.

Lease Portfolio Optimisation: NH's lease-adjusted leverage metrics
remain affected by a rather high burden of operating leases, which
account for around 86% of total adjusted indebtedness after a 7.6x
capitalisation multiple. Most of these leases are fixed leases.
However, NH has been actively renegotiating or cancelling some
onerous leases, leading to a reduction of the number of hotels with
negative EBITDA to just eight hotels in 2018 from 92 in 2013. The
fixed lease costs are partially mitigated by a cap mechanism in
around 13% of the total rents of 2018, under which after the
consumption of an agreed "loss basket" over the minimum fixed
rents, they turn fully variable, offering downside protection in a
deep and prolonged downturn.

Strong Liquidity and FCF Generation: Free cash flow was positive in
2018, due to enhanced profitability, working capital optimisation,
a reduction of the financial burden and a slight phasing of capex
plans. Following the early redemption of NH's EUR250 million
convertible bond in 2018, the next sizeable debt maturity is not
until 2023 for a EUR357 million bond. A sizeable unencumbered asset
base is also positive for NH's future financial flexibility and
rating, allowing for additional sales and leasebacks, such as the
large sale of NH Barbizon palace for EUR155 million in 2018. These
proceeds may remain transitory on NHH's balance sheet.

Tourism Momentum to Slow:  Europe remains the most visited region
in the world, with France and Spain in the top world destinations,
but the number of visitors is expected to slow down following
strong increases in 2016 and 2018. Keen competition from APAC and
European emerging markets, the stabilisation of Mediterranean
countries and the effects from Brexit are likely to moderate growth
in NHH's core region.

DERIVATION SUMMARY

NHH is the sixth-largest hotel chain in Europe, significantly
smaller than worldwide peers such as Marriott International Inc
(BBB/Stable), Accor SA (BBB-/Positive) or Melia Hotels
International by breadth of activities and number of rooms. NHH
focuses on urban cities and business travellers, while Accor and
Melia are also more diversified across leisure and business
customers.

NHH is comparable with Radisson Hospitability AB (B+/Stable) in
size and urban positioning, although Radisson is present in a
greater number of cities. NHH operates with an EBITDA margin above
16% in 2018, which is above closer competitor Radisson, but still
far from that of investment-grade, asset-light operators such as
Accor or Marriott. NHH's FFO lease-adjusted net leverage at 4.9x
(adjusted for variable leases) at end-2018 was higher than peers
due to large exposure to leases. In this respect NHH remains a more
asset-heavy hotel group than peers, although the use of management
contracts has increased to now represent around 15% of the hotel
portfolio. NHH nevertheless owns a material proportion of its hotel
assets, which could provide some flexibility in a downturn.  

KEY ASSUMPTIONS

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

  - Stable occupancy with slight increase in rates, leading to
average RevPar growth around 2% per year.

  - Management fees adjusted with the termination of Hesperia and
the addition of Tivoli's fees (more than 2,000 new rooms in
Portugal).

  - EBITDA margin to improve on efficiency plan implemented in 2017
and 2018, before contracting from 2020.

  - EUR600 million of capex for 2019-2022 to develop current signed
pipeline and some additional limited expansion.

  - Dividend distribution of 50% of net income (as per the
company's announced policy) and assuming EUR100 million of
extraordinary dividends in 2020.

NH's 'RR2' Recovery Rating for the senior secured notes' rating
reflects the collateral of the EUR356.8 million secured notes and
the EUR250 million RCF, which rank equally with each other.
Collateral includes Dutch hotels as properties that would be
managed by NH group operators, share pledge on a Dutch hotel, share
pledges on Belgian companies owning hotels which equally would be
managed by NH group operator companies and finally a share pledge
on NH Italy as a single legal entity operating and owning the whole
Italian group. This includes both the assets and the operating
contracts. The described collateral has a market value of EUR1,166
million at end-June 2018.  

The expected distribution of recovered proceeds results in
potential full recovery for senior secured creditors, including for
senior secured bonds. The Recovery Rating is, however, constrained
by Fitch's country-specific treatment of Recovery Ratings for Spain
effectively caps the uplift from the IDR to two notches at
'BB'/'RR2'.

RATING SENSITIVITIES

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

  - Improvement in the credit profile of the consolidated Minor
group

  - FFO lease-adjusted net leverage below 5x on a sustained basis
(2018: 4.9x), due for instance to Minor's announced target of
limited cash repatriation from NH)

  - EBITDAR/(gross interest + rent) consistently above 1.8x (2018:
1.6x).

  - Continued improvement in the operating profile via EBIT margin
and RevPar uplift

  - Sustained positive FCF

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

  - Weakening of the credit profile of the consolidated Minor
group, and increasing legal or operational ties between Minor and
NH

  - FFO lease-adjusted net leverage above 5.5x on a sustained
basis, for example due to shareholder's initiatives such as
increased dividend payments

  - EBITDAR/(gross interest +rent) below 1.3x

  - Weakening trading performance leading to EBIT margin (excluding
capital gains) trending toward 6%

  - Evidence of continuing moderately negative FCF

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: With  the  signing  of  the  five-year  EUR250
million  RCF  in  September  2016,  NH  has  significantly enhanced
its liquidity profile, providing substantial operational and
financial flexibility. The RCF remained undrawn at end-2018  and
provides  a  healthy  liquidity buffer,  in  addition  to  EUR266
million  of  cash  on  balance  sheet.  Part of this cash is
derived from the sale and lease-back of the Barbizon Palace in
Amsterdam (EUR122 million net) and might be transitory on balance
sheet.

Available liquidity is sound and reinforced after the early
conversion of the NH's EUR250 million convertible bonds in June
2018. The ownership of unencumbered assets (EUR1.3 billion of
unencumbered assets in addition to the collateral) provides
additional financial flexibility.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has adjusted the debt by capitalising the annual operating
lease payments (EUR319 million in 2018) by a multiple of 7.6x,
which in turn reflects an 8.0x multiple adjusted for the proportion
of variable leases of NH.

[*] Moody's Hikes 4 Tranches From 3 Spanish ABS-SME Deals
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four tranches
and affirmed two tranches in three Spanish ABS-SME deals:

Issuer: CAIXABANK PYMES 8, FONDO DE TITULIZACION

EUR1957.5M Class A Notes, Affirmed Aa1 (sf); previously on Jun 7,
2018 Affirmed Aa1 (sf)

EUR292.5M Class B Notes, Upgraded to B2 (sf); previously on Jun 7,
2018 Confirmed at Caa1 (sf)

Issuer: CAIXABANK PYMES 9, FONDO DE TITULIZACION

EUR1628M Series A Notes, Upgraded to Aa2 (sf); previously on Jun 7,
2018 Confirmed at A1 (sf)

EUR222M Series B Notes, Upgraded to Caa1 (sf); previously on Jun 7,
2018 Confirmed at Caa3 (sf)

Issuer: IM SABADELL PYME 11, FONDO DE TITULIZACION

EUR1567.5M Class A Notes, Affirmed Aa3 (sf); previously on Jun 18,
2018 Affirmed Aa3 (sf)

EUR332.5M Class B Notes, Upgraded to Caa2 (sf); previously on Jun
18, 2018 Confirmed at Caa3 (sf)

The three transactions are ABS backed by small to medium-sized
Enterprise ("ABS SME") loans located in Spain. CaixaBank PYMES 8,
Fondo de Titulizacion and CaixaBank PYMES 9, Fondo de Titulizacion
were originated by Caixabank S.A. (Baa1/P-2) and IM Sabadell PYME
11, Fondo de Titulizacion was originated by Banco Sabadell, S.A.
(Baa2/P-2).

RATINGS RATIONALE

The upgrades are prompted by the increase in the credit enhancement
("CE") available for the affected tranches due to portfolio
amortization.

Credit Enhancement levels for Class B Notes in CaixaBank PYMES 8,
Fondo de Titulizacion have increased to 7.5% from 5.5% in the past
10 months. For Series A Notes and Series B Notes in CaixaBank PYMES
9, Fondo de Titulizacion, the CE levels have increased to 21.7% and
5.9%, from 17.7% and 4.9%, respectively, in the same period. In the
case of IM Sabadell PYME 11, Fondo de Titulizacion, the CE level
for Class B Notes have increased to 7.3% from 4.9% since June
2018.

Despite the increase in credit enhancement, the ratings of the
Class A Notes in IM Sabadell PYME 11, Fondo de Titulizacion and
Series A Notes in CaixaBank PYMES 9, Fondo de Titulizacion are
capped at Aa3 (sf) and Aa2 (sf) respectively as a result of the
issuer account bank exposures.

Revision of key collateral assumptions

As part of the review, Moody's reassessed its default probabilities
("DP"), as well as recovery rate ("RR") assumptions, based on
updated loan-by-loan data on the underlying pools and delinquency,
default and recovery ratio update.

Moody's maintained its DP on current balance and RR assumptions, as
well as portfolio credit enhancement ("PCE"), due to observed pool
performance in line with expectations on CaixaBank PYMES 8, Fondo
de Titulizacion, CaixaBank PYMES 9, Fondo de Titulizacion and IM
Sabadell PYME 11, Fondo de Titulizacion.

Exposure to counterparties

The rating action took into consideration the notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.

Moody's considered how the liquidity available in the transactions
and other mitigants support continuity of notes payments, in case
of servicer default, using the CR Assessment as a reference point
for servicers.

Moody's also matches banks' exposure in structured finance
transactions to the CR Assessment for commingling risk, with a RR
assumption of 45%.

Moody's also assessed the DP of the account bank providers by
referencing the bank's deposit rating.

Moody's assessed the exposure to the swap counterparties. Moody's
considered the risks of additional losses on the notes if they were
to become unhedged following a swap counterparty default by using
CR Assessment as reference point for swap counterparties.

Principal Methodology

The principal methodology used in these ratings was "Moody's Global
Approach to Rating SME Balance Sheet Securitizations" 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; (3) improvements in the credit quality of the
transaction counterparties; and (4) reduction in sovereign risk.

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



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

ACCESSIBLE TRANSPORT: Collapses Into Administration
---------------------------------------------------
Business Sale reports that Accessible Transport Group, the company
behind the Ring and Ride services throughout the West Midlands, has
collapsed into administration.

The charity group, thought to be the largest of its kind in the UK,
provides accessible transport services to those with mobility
impairments in both urban and rural areas, with roughly 700 members
of staff and 600 vehicles to its name, Business Sale discloses.

According to Business Sale, the company, which encompasses Ring and
Ride West Midlands and ATG Contract Services, has been forced to
call in financial advisory firm Duff & Phelps to handle the
administration process, with partners Matthew Ingram and Tyrone
Courtman appointed as joint administrators.

Despite going into administration, ATG has said it will continue
its trading operations until a solution is found for the long-term
services of the company, Business Sale relates.




BOTTLE SHOP: Challenging Trading Conditions Prompt Administration
-----------------------------------------------------------------
Business Sale reports that with stores in London, Canterbury and
Margate, craft beer merchant business The Bottle Shop has collapsed
into administration following a series of challenging trading
conditions in a competitive market.

Administrators have been appointed to handle the insolvency of the
business, and to find a new buyer to take over the company and save
it from liquidation, Business Sale relates.

According to Business Sale, Andrew Morgan, who founded the company
in 2010 at a farmers' market in Kent, claimed the reason for the
business's present downfall was due to sales falling "well under
forecast" during the difficult winter trading season.

Potential buyers are invited to express their interests
immediately, Business Sale discloses.


DEBENHAMS PLC: Sports Direct Considering All-Cash Bid for Firm
--------------------------------------------------------------
Jonathan Eley at The Financial Times reports that Sports Direct
said on March 25 it was considering a takeover bid for Debenhams, a
last-ditch attempt to avoid creditors seizing control of the ailing
department store chain.

According to the FT, in a late stock exchange statement, Sports
Direct said it was considering an all-cash bid for Debenhams and
would "seek to run the Debenhams business for the benefit of all of
Debenhams stakeholders rather than for the benefit of Debenhams
existing lenders".

The possible bid represents a final move by Mike Ashley, Sports
Direct's founder and chief executive, to wrest control of Debenhams
from its creditors, who are locked in talks with the company's
management over the terms of a comprehensive financial
restructuring, the FT states.  Last week, the company warned that
refinancing could result in the loss of all equity value in the
business, including Sports Direct's existing 29% stake, the FT
recounts.

Although the cost of buying the rest of the equity would be
relatively low, it is believed that if Mr. Ashley acquired control
of the company, holders of its GBP200 million of senior unsecured
notes would be entitled to ask for repayment at par, increasing the
eventual cost, the FT says.  The notes currently trade at half
their face value, reflecting the company's parlous financial
condition, according to the FT.

In its statement, Sports Direct said that there was no certainty an
offer would be made, or the terms, the FT relays.  Numis is
advising the company, which has only just been released from an
obligation under the Takeover Code not to make an offer for
Debenhams, the FT discloses.

On March 26, Debenhams, as cited by the FT, said in response that
it would give the offer due consideration but that because of the
timescale involved in a bid, "it would not in itself address
Debenhams' immediate funding requirements."

It added that any proposal must provide an indication of the offer
price, form of consideration and any other terms along with a
proposal that addresses the immediate funding requirements, the FT
relays.

It also confirmed that Debenhams' existing debt would fall due on
any change of control, and that Sports Direct should outline how
this will be repaid, the FT notes.


PAPERCHASE: Creditors Back Company Voluntary Arrangement
--------------------------------------------------------
Retail Sector reports that the creditors of stationery retailer
Paperchase have approved its proposed company voluntary arrangement
(CVA).

The retailer originally announced the CVA proposal on March 4, and
at the time said some 45 sites would "largely remain unchanged",
while turnover rents would be proposed at 70 sites, with a "varying
guaranteed minimum base rents", ranging from 35% to 80%, Retail
Sector relates.

Additionally, a total of 28 stores would also see a 50% rent
reduction for three months, following which there will be either a
rent-free period or a closure and exit, Retail Sector discloses.

According to Retail Sector, KPMG said the CVA gives the company the
"ability to rationalize its store portfolio" by exiting stores that
are unprofitable, secure rent reductions where stores are
over-rented and implement turnover rents to reflect the "highly
seasonal nature of the business".



PRETTY GREEN: Expected to Appoint Administrators This Week
----------------------------------------------------------
Casey Cooper-Fiske at Retail Sector reports that fashion brand,
Pretty Green is set to draft in administrators this week after it
filed a notice of intention to appoint Moorfields Advisory to
handle an insolvency protest.

According to Retail Sector, the brand, owned by Oasis frontman Liam
Gallagher, called in advisors from the accountancy firm last month
after sources told Drapers the business had been hit "pretty badly"
when House of Fraser's website went offline in 2017, following a
dispute with warehouse operator, XPO Logistics.

Pretty Green's notice of intention is set to expire this week, and
had been drawn up as a way for the firm to attract new investment,
Retail Sector discloses.  If the company is to find a buyer or
further investment it is said that a deal would be implemented
after the administration process had been initiated, Retail Sector
notes.

There has been interest from bidders since the company appointed
Moorfields, Retail Sector states.

In a statement released earlier this month, a Moorfields Advisory
spokesperson, as cited by Retail Sector, said: "Pretty Green is not
immune to the challenges facing the UK high street as customers
migrate from purchasing in-store to online.  The growing overall
demand for the brand, coupled with a strong online customer base,
position the company well to navigate these changes and we are
therefore considering all options."


TATA STEEL UK: Fitch Keeps 'B' IDR on Rating Watch Evolving
-----------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Evolving on Tata
Steel Limited's (TSL) 'BB' Long-Term Issuer Default Rating (IDR)
and Tata Steel UK Holdings Limited's (TSUKH) 'B' Long-Term IDR.

TSL's proposed 50:50 joint venture (JV) with thyssenkrupp AG
(BB+/Rating Watch Negative) is currently being reviewed by the
European Commission, which has set a May 13 deadline for its
decision. The commission on October 30, 2018 raised preliminary
competition concerns around certain specialty flat carbon steel and
electrical steel products produced by the proposed JV. The JV, if
successfully completed, will allow TSL to improve its focus on
India where it benefits from relatively fast-growing steel demand,
substantial scale and vertical integration. The partners remain
committed to completing the transaction by 2Q19, but Fitch thinks
the deal may be delayed if the European Commission demands
significant changes to the proposed business structure. Fitch
awaits completion of the process for the proposed JV to resolve the
Rating Watch Evolving on TSL's ratings.

KEY RATING DRIVERS

Strong Margins; Likely to Moderate: TSL's reported consolidated
EBITDA jumped 45% in first nine months of the financial year ending
March 2019 (9MFY19), mainly driven by higher margins for its
existing operations in India and consolidation of earnings from
Bhushan Steel Limited from late 1QFY19. The 9MFY19 EBITDA/tonne
margin for existing operations at Jamshedpur and Kalinganagar in
India jumped to above INR17,000 from around INR12,000 a year
earlier, helped by higher steel prices. The existing operations
benefit from significant captive raw material production that meets
100% of its needs for iron ore and 29% for coal.

However, global steel prices have moderated since October 2018 and
domestic prices in India have followed suit, despite relatively
strong finished steel consumption growth of around 8% yoy in
3QFY19. Fitch expects global steel prices and producers' margins to
fall in 2019 and have assumed a 20% decrease in TSL's standalone
EBITDA/tonne in FY20 in US dollar terms. Margins are likely to be
lower, but Fitch does not forecast an abrupt squeeze such as that
seen in 2015. Fitch expects restrained exports from China to be a
key support for the global steel sector. However, the pace of
global economic growth and raw-material prices remain key
uncertainties for the sector.

JV to Improve Business Profile: The JV in Europe, once completed,
will improve TSL's operating profile by reducing its exposure to
structural weaknesses in the region. TSL and thyssenkrupp signed a
definitive agreement on June 30, 2018 to create the JV, and the
JV's intended capital structure has been designed by the two
partners to be self-sustaining, with the ratio of term debt to
EBITDA below 2x. The liabilities of the JV will not have recourse
to the partners, with their cash-flow exposure limited to
dividends. Fitch has not assumed any material dividend payout for
its estimates due to potential restructuring needs at the JV.
Fitch will use the equity accounting treatment for the new entity,
rather than proportionally consolidate it. Fitch will also
emphasise the significance of TSL's Indian business when assessing
the business profile of the company.

Acquisitions, Divestment Strengthen India Focus: TSL completed the
acquisition of Bhushan Steel Ltd. (BSL) in 1QFY19, which increased
TSL's net debt by around INR350 billion, excluding additional
working capital at BSL. BSL has steelmaking capacity of 5.6 million
tonnes per annum (mtpa) and around 2mtpa of cold-rolled-product
facilities. TSL has been able to improve profitability at BSL
significantly after the acquisition with EBITDA margin of close to
INR11,000/tonne in 3QFY19. TSL aims to reach close to 100%
utilisation at BSL in the next two years and increase supply of its
iron ore to BSL. TSL is also nearing completion of the acquisition
of Usha Martin Ltd.'s steel business (UML) for around INR45
billion. UML has around 1 mtpa of alloy based long products
manufacturing capacity in Jamshedpur and iron-ore and coal mines.
TSL has also signed definitive agreements in January 2019 to divest
a 70% stake in its operations in Singapore, Thailand and Vietnam.
Upon completion, Fitch estimates a drop in TSL's net debt of around
INR35 billion.
   
Capex for Expansion, Upgrade: TSL's capex has picked up in FY19
after declining over FY15-FY18, with the start of spending on the
second phase of its Kalinganagar plant. The INR235 billion project
will increase capacity at the plant by 5mtpa and add a 2.2mtpa cold
rolling mill to produce high-end steel for use in products such as
automobiles. TSL aims to commission the additional capacity by
2022. Fitch expects capex to remain elevated over the next three
years as the Kalinganagar expansion gathers pace and operations at
recently acquired assets are enhanced. The increase in spending
should be partly offset by deconsolidation of its European steel
assets.

Steady Leverage, Neutral FCF: Fitch expects TSL's gross adjusted
debt to EBITDAR leverage to remain at around 4x in FY19-FY22, based
on a decline in margins from FY20, deconsolidation of debt
transferred to the European JV and sustained capex levels. This is
also likely to result in largely neutral FCF over FY20-FY22. Fitch
has not assumed any further acquisitions or asset sales for its
forecasts, but TSL may well seek acquisitions to achieve its aim of
30mtpa of capacity in India by 2025. Fitch has switched to using a
leverage metric based on EBITDAR rather than funds from operations
to allow a better peer comparison and potential adjustments for
minority interests following recent acquisitions.

Rating for TSUKH on Watch: The rating for TSUKH factors in a very
weak financial profile and a two-notch uplift due to strategic ties
with TSL. While TSUKH's profitability has improved markedly since
FY17 due to TSL's restructuring efforts in Europe and higher steel
prices, its leverage and liquidity metrics remain poor. The credit
profile of TSUKH is likely to improve under the proposed JV with
thyssenkrupp, but the linkages between TSL and TSUKH have weakened
due to TSL's decision to transfer TSUKH's assets to the JV.  Fitch
awaits details of the corporate structure, business profile and
financial plans for TSUKH to resolve the Rating Watch.

Tata Group Support for TSL: TSL's ratings benefit from a one-notch
uplift due to potential support from the Tata Group based on TSL's
strategic importance to the group.

DERIVATION SUMMARY

TSL's standalone rating of 'BB-' is based on a combination of
robust operations in India and a much weaker operating profile in
Europe, where the company is on track to cut exposure. Compared
with domestic peer JSW Steel Limited (JSW, BB/Stable), TSL is more
vertically integrated and has higher EBITDA margin on a standalone
basis. However, this is partly counterbalanced by JSW Steel's
cost-efficient operations and lower leverage in FY17 and FY18.

ArcelorMittal S.A. (BBB-/Stable) is rated higher than TSL, based on
ArcelorMittal's position as the world's largest as well as most
diversified steel producer by product type and geography.
ArcelorMittal also has significantly better leverage and coverage
metrics than TSL. These strengths are partly offset by its thinner
margins due to having manufacturing facilities globally, including
large operations in geographies with structurally high costs such
as Europe and the US.

TSL has a larger EBITDAR scale and better margins than United
States Steel Corporation (BB-/Positive). U.S. Steel's leverage and
coverage metrics are significantly better than those of TSL, but
its significant exposure to the U.S. oil and gas sector implies a
higher demand and earnings volatility than for TSL.

KEY ASSUMPTIONS

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

  - Sales volumes in India of around 16 million tonnes in FY19,
increasing to 18 million tonnes from FY20 mainly due to recent
acquisitions.

  - Standalone annual EBITDA/tonne of around INR13,000 from FY20;
INR9,000 for Bhushan Steel

  - Consolidated average annual capex of INR100 billion from FY20

  - Annual dividend payout of INR15 billion from FY20

  - Deconsolidation of European operations and related debt in
FY20

  - Around INR40 billion of equity inflows in FY20 on a
consolidated basis

RATING SENSITIVITIES

TSL

The Rating Watch Evolving will be resolved following a review of
TSL's credit profile once the process for the JV in Europe is
completed. An upgrade is probable if TSL successfully forms the JV,
which will reduce its exposure to Europe to improve its business
profile, and total adjusted debt to EBITDAR leverage is forecast to
remain below 4x. However, Fitch may downgrade the rating if the JV
is unsuccessful and leverage remains above 4x.

TSUKH

The Rating Watch Evolving will be resolved following a review of
TSUKH's credit profile after the completion of the JV process, once
details of the corporate structure and financials for the proposed
JV and TSUKH emerge.

The developments needed for resolution of TSL's and TSUKH's ratings
may take more than six months due to reasons such as a delay in
regulatory approval.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: TSL reported cash and cash equivalents of INR85
billion and undrawn credit lines of around INR108 billion as of
December 31, 2018. TSL had only INR89 billion of long-term debt
repayments due in FY20, according to its FY18 annual report. The
company enjoys strong banking relationships and access to financial
markets and its short-term debt is likely to be rolled-over.

SUMMARY OF FINANCIAL ADJUSTMENTS

Key financial statement adjustments that depart materially from
those contained in the published financial statements include:

  - The INR22.75 billion of hybrid perpetual bonds issued by TSL
have not been provided any equity credit in line with Fitch's
criteria. Distribution on hybrid perpetual securities has been
treated as interest.

  - Capitalised debt transaction costs (FY18: INR15.6 billion) have
been added back to better reflect the amount repayable at
maturity.

  - Non-current bank balances (FY18E: INR638 million) and current
investments in mutual funds (FY18E: INR149 billion), which are
highly liquid, have been treated as readily available cash.

  - Fitch has calculated change in working capital based on
balance-sheet values for trade receivables, inventories, trade
payables, advances from customers and deferred income.

  - Guarantee of INR273 million as of FYE18 against a loan granted
to a joint venture has been added to TSL's off-balance sheet debt
amount.

  - TSL's operating lease expense (FY18: INR8.5 billion) has been
capitalised using an 8x multiple.

Tata Steel Limited

  - LT IDR BB; Rating Watch Maintained  
  
  - Senior Unsecured LT BB; Rating Watch Maintained   

Tata Steel UK Holdings Limited

  - LT IDR B; Rating Watch Maintained   

ABJA Investments Co Pte Ltd
  
  - Senior Unsecured LT BB; Rating Watch Maintained

TOWD POINT 2019: Fitch Assigns 'BB(EXP)sf' Rating to Class F Debt
-----------------------------------------------------------------
Fitch Ratings has assigned Towd Point Mortgage Funding 2019 -
Granite 4 plc expected ratings as follows:

Class A1: 'AAA(EXP)sf'; Outlook Stable

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

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

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

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

Class F: 'BB(EXP)sf'; Outlook Stable

Class Z: 'NR(EXP)sf'

The transaction is a securitisation of owner-occupied residential
mortgage assets originated by Northern Rock (NR) and secured
against properties in England, Scotland and Wales. The assets have
all previously been securitised in the Granite Master Trust and
either the Towd Point Mortgage Funding Granite 1 or Granite 2
deals.

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

KEY RATING DRIVERS

Seasoned Owner-Occupied Loans

Loans in this pool were originated by NR prior to 2008. NR offered
a wide variety of mortgage products, including a 'Together'
product, which combined a secured and an unsecured loan to a
maximum 125% loan-to-value (LTV). In the case of loans originated
under this product (40%), only the secured component is included in
the transaction.

Negative Performance

At closing, 93% of the loans by balance will be sourced form TPMF
Granite 1 and 7% from TPMF Granite 2. These earlier transactions
reported higher arrears and foreclosures relative to the overall UK
mortgage market. Fitch expects the portfolio to continue to show
worse performance than its standard prime RMBS assumptions. Fitch's
foreclosure frequency (FF) analysis is based on the agency's prime
matrix with a lender adjustment of 1.4x.

Interest-Only Loans

Of the pool, 57% of loans are advanced on an interest-only (IO)
basis, a large proportion compared with owner-occupied (OO)
transactions with collateral from more recent vintages. Fitch
applied an upward adjustment to its FF, derived by reference to the
LTV of the loans and the time to maturity, in line with its
criteria. The portfolio shows a well-dispersed maturity profile for
IO loans with maturities peaking at 8% of the transaction in 2031
and only 2% within 10 years of legal final maturity in October
2051.

Unhedged Basis Risk

The mortgage loans in this pool earn interest predominantly linked
to the lender's standard variable rate (SVR) while the notes pay
interest at a margin above LIBOR. Fitch has assumed that the margin
between LIBOR and the relevant SVR compresses by 0.5% in a stable
and decreasing interest rate scenario to 4% and to 2.5% over LIBOR
in a rising interest rate scenario.

VARIATIONS FROM CRITERIA

In assigning these ratings Fitch applied one variation to its EMEA
RMBS Rating Criteria. In this criteria Fitch states that it uses a
separate criterion for non-performing loans (Global Rating Criteria
for Non-Performing Loan Securitisations) when analysing portfolios
that have more than 5% of the loans in arrears at the point of
initial analysis. In this portfolio, while total arrears are
currently greater than 5%, Fitch was of the opinion that the
majority of borrowers in arrears were making payments towards
existing arrears balances and that it was appropriate to treat this
pool as performing rather than non-performing.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce loss levels greater than
Fitch's base-case expectations, which in turn may result in
negative rating action on the notes. Fitch's analysis revealed that
a 30% increase in the weighted average (WA) foreclosure frequency,
along with a 30% decrease in the WA recovery rate, would imply a
downgrade to 'AAsf' from 'AAAsf' for the class A notes.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte LLP. The third-party due diligence described
in Form 15E focused on a comparison and re-computation of certain
characteristics with respect to the mortgage loans and related
mortgaged properties in the data file. Fitch considered this
information in its analysis and it did not have an effect on
Fitch's analysis or conclusions.

DATA ADEQUACY

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

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


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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.

This material is copyrighted and any commercial use, resale or
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