/raid1/www/Hosts/bankrupt/TCREUR_Public/190502.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

          Thursday, May 2, 2019, Vol. 20, No. 88

                           Headlines



F R A N C E

ALTICE FRANCE: S&P Alters Outlook to Negative & Affirms 'B' ICR


G E R M A N Y

UNITYMEDIA GMBH: Fitch Maintains 'B+' LT IDR on Watch Positive


L U X E M B O U R G

ALTICE INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms 'B' ICR
ALTICE LUXEMBOURG: S&P Affirms 'B-' Rating on Senior Secured Notes


N E T H E R L A N D S

ALTICE EUROPE: S&P Alters Outlook to Negative & Affirms 'B' ICR
CAIRN CLO IV: Fitch Gives B-sf Rating on EUR7.75MM Class F-R Debt
STEINHOFF INT'L: Value of Goodwill, Intangible Assets Downgraded


R U S S I A

JSCB SVYAZ-BANK: Fitch Puts 'BB-' LT IDR on Watch Positive
X5 RETAIL: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable


S W E D E N

MATRA PETROLEUM: Auditor Expresses Going Concern Doubt
SAMHALLSBYGGNADSBOLAGET I NORDEN: Fitch Rates EUR300MM Hybrid 'BB'


U N I T E D   K I N G D O M

ARCADIA GROUP: May Struggle to Win Approval for Rescue Plan
DYSERTH FALLS: Undergoes Liquidation, Owes GBP1.75 Million
EUROMASTR 2007-1V: Fitch Hikes Class E Debt Rating to 'BB+sf'
EUROPEAN RESIDENTIAL 2017-NPL1: DBRS Confirms BB Rating on C Debt
JD CLASSICS: Creditor Recoveries Likely to Be "Material"

MEDERCO LTD: Owed GBP16MM to Creditors at Time of Administration
[*] UK: Number of Companies in Distress Rises in Early 2019

                           - - - - -


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F R A N C E
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ALTICE FRANCE: S&P Alters Outlook to Negative & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Altice France S.A. to
negative from stable and affirmed its 'B' rating. Altice France's
'b+' stand-alone credit profile (SACP) remains unchanged.

S&P said, "The negative outlook reflects our forecast for group
financial performance below our previous expectations. We forecast
continued negative adjusted FOCF in 2019, with a near break-even in
2020, and adjusted debt to EBITDA of above 6.0x excluding 5G
spectrum costs (6.4x with estimated spectrum obligations). We no
longer forecast a rebound in FOCF in 2019, given weaker operations
at subsidiaries Altice France and Altice International, and still
largely negative FOCF at Altice Pay TV of about EUR400 million in
2019).

"The negative outlook mirrors the outlook on Altice France's parent
company Altice Europe N.V., which in turn reflects the risk of a
possible downgrade over the next 12 months if Altice Europe's
adjusted EBITDA declines further in 2019, and we do not expect FOCF
to break even in 2020.

"On a stand-alone basis, the outlook reflects our anticipation that
Altice France's adjusted debt to EBITDA will remain at 5.0x-5.5x
(about 5.0x excluding 5G) and FOCF to debt at 1%-3%.

"We could lower Altice France's 'b+' SACP in the next year if key
operating indicators and revenues do not improve as we anticipate,
resulting in further EBITDA declines, FOCF to debt approaching 0%,
adjusted leverage above 5.5x, or weakening liquidity in 2019.

"We could revise our SACP assessment upward if SFR posts steady
operational improvements--such as continued positive net adds, ARPU
growth, and successful content monetization, translating into
growing revenue and EBITDA from an improved customer mix-- and
raises its FOCF to debt to at least 5.0%, while sustainably
reducing adjusted debt to EBITDA below 4.5x.

"We could downgrade Altice France if we were to downgrade its
parent company, Altice Europe N.V. We could lower the rating on
Altice Europe N.V. by one notch in the next year if key operating
indicators do not improve as we anticipate, resulting in further
EBITDA declines in 2019, FOCF becoming negative in 2020, and
adjusted leverage remaining above 6.0x (outside of 5G spectrum). We
could also lower the rating if liquidity weakens, or if the high
turnover of senior management resumes. In addition, any lack of
success in cutting reported debt could be negative for credit
market perception, thereby potentially raising the cost of future
funding and further constraining FOCF."

Rating upside will depend on Altice's capacity to post steady
operational improvements, such as EBITDA and FOCF growth and the
successful monetization of its exclusive content, translating into
positive net customer additions, stabilizing ARPUs, improved
customer mix, and growing revenues. S&P could raise the rating if
the group's FOCF to debt sustainably rises to at least 3%, while
adjusted debt to EBITDA sustainably falls to less than 6x.




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G E R M A N Y
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UNITYMEDIA GMBH: Fitch Maintains 'B+' LT IDR on Watch Positive
--------------------------------------------------------------
Fitch Ratings has maintained Unitymedia GmbH's Long-Term Issuer
Default Rating of ' B+' and all associated instrument ratings on
Rating Watch Positive.

The RWP reflects Fitch's intention to apply Parent Subsidiary
Linkage to UM once the acquisition by Vodafone Group plc (VOD;
BBB+/Stable) is completed. Its assessment of the transaction
structure points to strong strategic and operational ties but
moderately strong legal ties between VOD and UM. Therefore, UM's
IDR is likely to be one notch below that of the new parent, VOD.
The rating watch will be resolved on completion of the acquisition
in line with the terms announced.

UM's IDR is underpinned by the company's strong operating profile,
solid growth and high cash flow margins, while being constrained by
high financial leverage due to a less conservative shareholder
distribution policy than peers'.


KEY RATING DRIVERS

Stable Telecoms Market: The German broadband market continues to
grow in mid-single digits by subscribers, mostly driven by
underlying user demand for higher internet speed, as well as by
cable technology upgrade and fibre roll-out. Fibre remains the
fastest-growing segment on the back of continuing efforts of
Deutsche Telekom to deploy fibre network. Price competition remains
rational given the high fibre roll-out cost and all operators are
able to offer similar high-quality fixed-line services. Cable
operators have strong positions in the cable TV segment and
continue to benefit from an established customer base for upselling
premium video services and internet in bundles.

Modest Premium TV Growth: Premium TV content is not, in Fitch's
view, a major differentiating factor for competition on the German
pay TV market, since all major players have strong content
propositions that are supported by partnerships with large content
providers. At the same time demand for premium video services over
cable operators is modest. On one hand, it is partially due to the
high-quality of free-to-air content in Germany. On the other hand,
increasing competition comes from over-the-top content platforms
such as Netflix or Maxdome, which lead to user subscriptions
switching away from pay-TV channels provided by cable operators.

Strong Operating and Financial Trends: UM's revenue has been
steadily growing in mid-single digits in the last five years,
albeit with a slowing pace. Fitch conservatively expects growth to
decelerate to 1%-1.5% per year in 2019-2022, given strong
competition and a saturating broadband market. Bundles remain an
important growth driver as evidenced by their growing share in the
subscriber base with 2- and 3- play subscribers reaching 50% at UM
by end-2018. The remaining high share of single-product customers
(mostly basic cable) still leaves room for further improvements and
services upselling. Though limited opportunity exists for cost
synergies, scale economies and marginal cost of up-selling services
could support some margin expansion.

High Leverage Sustainable: Fitch expects UM's funds from operations
adjusted net leverage to remain high at 5.4x until 2022. It expects
the company to maintain headroom of 0.2-0.3x below the covenants of
5.5x consolidated net leverage, including subordinated debt, in
order to be able to refinance selected facilities on more
favourable terms as and when market conditions allow. Fitch
recognises UM's capacity for organic deleveraging on the back of
strong free cash flow (FCF) generation; however, it expects that
the majority of FCF will be distributed to shareholders.

Parent Subsidiary Linkage: A successful completion of the
acquisition by VOD will see Fitch apply its PSL criteria to UM. The
acquisition will see VOD consolidate almost 100% of the German
cable market having previously acquired Kabel Deutschland,
positioning it far more strongly to compete in fixed and convergent
services relative to the incumbent, Deutsche Telekom. Germany is
Europe's largest communications market and VOD's single largest
portfolio business. The acquisition will provide significant
operational synergies, leading us to expect strong strategic and
operational ties between UM and VOD. Legal ties are viewed as
moderately strong given plans to refinance acquired debt centrally
over time.

Change of Control, Refinancing Plans: The acquisition is expected
to trigger change of control provisions in UM's outstanding debt
giving lenders and bondholders the option to put their debt to VOD.
VOD is expected to allow roughly EUR4.5 billion of assumed bonds to
run-off over time, and to refinance around EUR2.2 billion of
outstanding bank debt fairly quickly. The absence of a formal
guarantee for UM's debt precludes a stronger view of legal ties.
Intended refinancing plans imply a centralised financing approach
will be adopted, which along with the change of control provisions,
imply moderately strong links between VOD and UM .

DERIVATION SUMMARY

UM's operating and market positions compare well relative to
similarly leveraged European telecoms peers. The company has
stronger revenue growth and cash flow generation than many of its
peers, and has a healthy organic deleveraging capacity. Its low
funding costs and continued growth expectations, in Fitch view, are
likely to ensure that the current parent company, Liberty Global,
maintains slightly higher leverage at UM than at other operators it
owns such as Telenet Group Holding N.V or Virgin Media Inc. both
rated 'BB-'/Stable. The peer group further includes wider cable
sector peers, including UPC Holding BV (BB-/RWP) and VodafoneZiggo
Group B.V. (B+/Stable), as well as Italy's alternative telco, Wind
Tre SpA (BB-/Stable) and Irish incumbent, eircom Holdings (Ireland)
Limited (B+/Stable). Compared with those peers, UM displays
above-sector average growth, consistently high margins and strong
cash flow generation. Forecasted high leverage driven by likely
shareholder cash payments is the key constraint on its 'B+'
rating.

KEY ASSUMPTIONS

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

  - Low single-digit revenue growth from 2019 as the market
approaches saturation

  - Adjusted EBITDA margin in 2019-2022 of around 63.5%

  - EUR700 million-EUR720 million of capex per year in 2019-2022

  - Cash tax at around EUR25 milion-EUR30 million per year in
2019-2022

  - Cash distributions in the form of shareholder loan payments in
line with available FCF and a bank covenant of up to 5.5x total net
debt-to-annualised EBITDA

Key Recovery Rating Assumptions

  - A going concern approach in bankruptcy for U M

  - A 10% administrative claim

  - Post-restructuring going concern EBITDA at 20% discount of 2018
EBITDA of EUR 1.6 billion, reflecting distress caused by
significant competition

  - An enterprise value multiple of 6.0x is used to calculate a
post-reorganisation valuation

  - Fitch calculates the recovery prospects for the super senior
and senior secured instruments at 100%, which implies a three-notch
uplift of the ratings relative to the company's IDR to arrive at
'BB+' with a Recovery Rating of 'RR1'. The Recovery Rating on the
senior unsecured debt is 'RR4' and the instrument rating at 'B+' is
in line with UM's IDR.

RATING SENSITIVITIES

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

  - FFO-adjusted net leverage lower than 5.0x on a sustained basis,
with strong and stable FCF generation, reflecting a stable
competitive and regulatory environment

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

  - FFO-adjusted net leverage above 6.0x on a sustained basis

  - FCF margin consistently below 10%

LIQUIDITY AND DEBT STRUCTURE

Strong liquidity: Liquidity is provided by undrawn revolving credit
facilities. UM has a EUR80 million super senior revolving credit
facility due 2023 and a EUR420 million senior secured RCF due 2023,
both unused at end-2018. The next debt maturity is only in 2023 for
a USD700 million senior secured loan. Short-term vendor financing
is not included in the maturity estimates given its recurring
nature and is being rolled over by the company. Underlying cash
flow generation is strong at around EUR500 million each year,
although Fitch expects available cash to be up-streamed to parent
company Liberty Group, albeit subject to covenant leverage.




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

ALTICE INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms 'B' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Altice International to
negative from stable and affirmed its 'B' rating.

S&P said, "Our negative outlook reflects our forecast for group
financial performance below our previous expectation. We forecast
continued negative adjusted FOCF in 2019 , withnear break-even in
2020, and adjusted leverage remaining above 6.0x excluding 5G
spectrum costs (6.4x with estimated spectrum obligations). We no
longer forecast a rebound in FOCF in 2019, given weaker operations
at Altice France and Altice International, and still largely
negative FOCF at Altice Pay TV of about EUR400 million in 2019.

"The negative outlook mirrors the outlook on Altice Europe N.V.,
which reflects the risk of a possible downgrade over the next 12
months if Altice Europe's EBITDA declines further in 2019, or if we
do not expect FOCF to break even in 2020.

"On a stand-alone basis, the outlook on Altice International
reflects our anticipation that the company's adjusted debt to
EBITDA will remain at around 6.0x (excluding 5G) and FOCF to debt
will stay between 1% and 3%.

"We could revise down the 'b+' SACP for Alice International's in
the next year if key operating indicators and revenues do not
improve as we anticipate, resulting in EBITDA further declining in
2019, if FOCF to debt approaches 0% in 2019, if adjusted leverage
increases above 6.0x or if liquidity weakens.

"We could revise up the SACP if Altice International posts steady
operational improvements (such as continued positive net adds and
ARPU growth, translating into growing revenues and EBITDA coming
from lower operating costs) and raises its FOCF to debt to at least
5.0%, while sustainably reducing adjusted debt to EBITDA below
5.0x.

"We could downgrade Altice International if we downgraded Altice
Europe We could lower the rating on Altice Europe by one notch in
the next year if key operating indicators do not improve as we
anticipate, resulting in EBITDA further declining in 2019, FOCF
becoming negative in 2020, with adjusted leverage remaining above
6.0x (outside of 5G spectrum); if liquidity weakens, or if high
turnover of senior management resumes. In addition, any lack of
success in cutting reported debt could be negative for credit
market perception, thereby potentially raising the cost of future
funding and further constraining FOCF."

Rating upside will depend on the group's capacity to post steady
operational improvements, such as EBITDA and FOCF growth and the
successful monetization of its exclusive content, translating into
positive net customer additions, stabilizing ARPUs, improved
customer mix and growing revenues. S&P could raise the rating if
the group's FOCF to debt sustainably rises to at least 3%, while
adjusted debt to EBITDA sustainably falls to less than 6x.


ALTICE LUXEMBOURG: S&P Affirms 'B-' Rating on Senior Secured Notes
------------------------------------------------------------------
S&P Global Ratings has affirmed its 'B-' issue rating on the senior
secured notes issued by Altice Luxembourg SA (B/Negative/--). The
recovery rating on these notes is '5', reflecting its expectation
modest (10%-30%; rounded estimate: 10%) recovery prospects in the
event of a default.

KEY ANALYTICAL FACTORS

-- Under S&P's hypothetical default scenario, it assumes that SFR
and Altice International are unable to upstream sufficient cash to
service Altice Luxembourg's senior secured notes interest, due to a
prolonged operating underperformance.

-- S&P thus anticipates that in an event of interest payment
default, Altice Luxembourg would sell its stake in Altice
International to repay its debt and that there would be sufficient
equity value left, after reimbursing Altice International
creditors, for recovery prospects of at least 10% for Altice
Luxembourg's noteholders.

-- S&P's 'B-' issue rating and '5' recovery rating reflect the
senior secured notes' reliance on dividends from its operating
sub-groups SFR and Altice International to service its own debt, as
well as their subordination to Altice Luxembourg's EUR200 million
super senior RCF and all the indebtedness of the guarantors (all
subsidiaries). The recovery prospects are slightly decreasing, from
15% to 10%, reflecting Altice International's perimeter change,
asset disposals (100% of the Dominican Republic and 75% of the
Portuguese towers) and lower EBITDA base (about 12% decline
year-on-year, pro forma the new perimeter).

SIMULATED DEFAULT ASSUMPTIONS

  Year of default: 2022
  Jurisdiction: Luxembourg

SIMPLIFIED WATERFALL

-- Gross proceeds from Altice International's equity value: about
EUR1.1 billion
-- Administrative costs: 5%
-- Net value available to debtors: EUR1.0 billion
-- Super senior RCF[1]: about EUR176 million
-- Secured debt claims[1]: about EUR6.7 billion
-- Recovery expectation[2]: 10% (Recovery rating: 5)

[1]All debt amounts include six months of prepetition interest. RCF
assumed 85% drawn on the path to default.
[2]Rounded down to the nearest 5%.




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

ALTICE EUROPE: S&P Alters Outlook to Negative & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Altice Europe and its
subsidiaries Altice Luxembourg SA, Altice France SA and Altice
International S.a.r.l. to negative from stable and affirmed its 'B'
rating.

S&P said, "The negative outlook reflects our forecast for group
financial performance below our previous expectations. We forecast
continued negative adjusted FOCF in 2019, with a near break-even in
2020, and adjusted debt to EBITDA remaining above 6.0x excluding 5G
spectrum costs (about 6.4x with estimated spectrum obligations).

"The negative outlook reflects the risk of a possible downgrade
over the next 12 months. This would occur if Altice Europe's EBITDA
declines further in 2019 and we do not expect the group's adjusted
FOCF to break even in 2020.

"We could lower the rating on Altice Europe by one notch in the
next year if key operating indicators do not improve as we
anticipate, resulting in EBITDA further declining in 2019, FOCF
becoming negative in 2020, and adjusted leverage remaining above
6.0x (excluding 5G spectrum). In addition, failure to reduce
reported debt could be negative for credit market perception,
thereby potentially raising the cost of future funding and further
constraining FOCF.

"We could affirm the rating if we clearly saw that adjusted EBITDA
would stabilize, the group's adjusted FOCF would return to positive
in 2020, and adjusted debt to EBITDA would fall to, or below, 6x.
This would likely be a result of stronger-than-expected growth at
Altice France and Altice International thanks to sustained customer
net adds or upselling, or improved monetization of content
properties at Altice Pay TV."


CAIRN CLO IV: Fitch Gives B-sf Rating on EUR7.75MM Class F-R Debt
-----------------------------------------------------------------
Fitch Ratings has assigned Cairn CLO IV B.V. refinancing notes
final ratings, as follows:

  EUR188 million Class A-RR: 'AAAsf'; Outlook Stable

  EUR29.75 million Class B-RR: 'AAsf'; Outlook Stable

  EUR17.25 million Class C-RR: 'Asf'; Outlook Stable

  EUR20.6 million Class D-RR: 'BBB-sf'; Outlook Stable

  EUR16.25 million Class E-R: 'BB-sf'; Outlook Stable

  EUR7.75 million Class F-R: 'B-sf'; Outlook Stable

Cairn CLO IV B.V. is a cash flow collateralised loan obligation,
which originally closed in 2014. Net proceeds from the issue of the
refinancing notes are being used to refinance the existing notes.
The issuer has amended the capital structure and extended the
maturity of the notes. The collateral portfolio comprises mostly
(at least 90%) senior secured leveraged loans and bonds with a
component of senior unsecured, mezzanine and second-lien loans.

The portfolio is managed by Cairn Loan Investments LLP. The
transaction features a two-year reinvestment period and a 6.5 year
weighted average life (WAL)

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 33.2.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rating (WARR) of the identified
portfolio is 64.5%.

Diversified Asset Portfolio

The transaction features two different matrices with different
allowances for exposure to the 10 largest obligors (maximum 17.5%
and 27.5%). The manager can 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.

Portfolio Management

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

Cash Flow Analysis

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

RATING SENSITIVITIES

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating 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.


STEINHOFF INT'L: Value of Goodwill, Intangible Assets Downgraded
----------------------------------------------------------------
John Bowker at Bloomberg News reports that Steinhoff International
Holdings NV said the value of goodwill and intangible assets as of
end September 2017 has been downgraded by a further EUR1.8 billion
(US$2 billion) due to a reassessment of the performance of U.S.
bedding chain Mattress Firm.

The South African retailer is putting the final touches to audited
financial statements for fiscal 2017, which were delayed in
December of that year amid the start of an accounting crisis,
Bloomberg discloses.

According to Bloomberg, the owner of Conforama in France and
Poundland in the U.K. is due to publish them on May 7 after a
series of further postponements.

Steinhoff valued goodwill and intangible assets at EUR9 billion in
a statement published in June of last year, Bloomberg recounts.
That figure has been duly revised to EUR7.2 billion, the company
said in a statement on April 30, Bloomberg notes.

Steinhoff International Holdings NV's registered office is located
in Amsterdam, Netherlands.




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R U S S I A
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JSCB SVYAZ-BANK: Fitch Puts 'BB-' LT IDR on Watch Positive
----------------------------------------------------------
Fitch Ratings has placed PJSC JSCB Svyaz-Bank's Long-Term Issuer
Default Rating of 'BB-' on Rating Watch Positive. The agency has
also affirmed SB's Short-Term IDR at 'B' and Viability Rating at
'b-'.

The RWP on SB's IDR reflects the announced plans to transfer the
bank from VEB.RF (BBB-/Positive), a state-owned development bank,
to Promsvyazbank (PSB; unrated), a state-owned universal bank
primarily responsible for servicing state defence orders and other
large state contracts. Fitch understands that after the transfer SB
could be merged with or become a core subsidiary of PSB, given
potential synergies between the banks' businesses, which may imply
a higher long-term propensity to support than that currently
factored into SB's ratings. In Fitch's view, PSB's potential
ability to support SB is supported by its strategic state ownership
and its own likely access to state support in case of need.

Fitch expects to resolve the RWP once SB's transfer to PSB is
completed and there is more clarity about PSB's strategy with
respect to SB. A change of plan that resulted in SB not being
transferred to PSB would also likely result in a resolution of the
RWP.

KEY RATING DRIVERS

IDRS, SUPPORT RATING AND SENIOR DEBT

SB's Long- and Short-term IDRs and Support Rating of '3' reflect
Fitch's view that there is a moderate probability that SB's current
shareholder, VEB.RF, will continue to provide support in case of
need to the subsidiary until the change in the bank's ownership
takes place, given: (i) SB's current full ownership by VEB.RF; (ii)
the solid track record of support to date (including the planned
buy-out of bad assets prior to SB's transfer to PSB); and (iii)
potential reputational risks for VEB.RF in case of SB defaulting.

SB's senior unsecured debt rating is aligned with its Long-Term
Local-Currency IDR as the debt represents direct, unconditional and
unsecured obligations of the bank. The debt rating applies to debt
issued by SB prior to 1 August 2014.

VR

The VR mainly reflects the bank's weak operating performance, which
weighs on its capital position. The currently vulnerable asset
quality is expected to improve after a buy-out of bad assets by
VEB.RF in 2019, although Fitch understands from management that
some assets could be purchased with moderate discounts to book
value.

The bank's asset quality is currently burdened by a large stock of
legacy problem assets, partly inherited from the merger with sister
Globexbank in 4Q18. Stage 3 loans equalled 20% of gross loans at
end-2018, while Stage 2 loans made up a further 8%. Net of specific
loan loss allowances, these accounted for 0.3x and 0.5x Fitch Core
Capital, respectively. Exposure to investment property made up
another 0.6x FCC. Following the planned buy-out of loans and
investment property by VEB.RF, the bank's exposure to potentially
problem assets is expected to reduce to a limited 0.2x FCC.

Capitalisation is moderate, with the FCC ratio equalling 10.6% of
regulatory risk-weighted assets at end-2018. Regulatory capital
ratios were higher (Tier 1 and Total CARs at 13.6% and 18.0% at
end-2018, respectively) due to lower impairment charges in the
local GAAP accounts. In Fitch's view, potential losses on the
transfer of assets to VEB.RF might result in the FCC ratio going
below 10% of regulatory RWA.

SB's profitability is weak. The bank's pre-impairment profit has
been barely positive for a number of years, dampened by a high cost
of funding (6% in 2018) and very low operating efficiency
(cost-to-income ratio at 95% in 2018) The bank posted a modest 1%
ROAE in 2018, due to one-off gains.

SB is 72% funded by customer accounts (mostly granular retail term
deposits), with funding from VEB.RF and its subsidiaries making up
another 15% of the bank's liabilities at end-2018. The bank has
almost no wholesale debt, and hence low refinancing risk. The
liquidity buffer (24% of total assets at end-2018), net of
potential repayments in the next 12 months, was sufficient to cover
a sizeable 22% of customer deposits.

Fitch has maintained the ESG relevance scores at their previous
levels, and highlights the score of '4' on governance structure.
This reflects weaknesses in governance and controls, which have
contributing to the bank's weak asset quality and
underperformance.

RATING SENSITIVITIES

Fitch expects to resolve the RWP on SB's ratings upon completion of
the transfer of ownership to PSB. The IDRs could be upgraded if
there is more certainty about SB merging with PSB or becoming its
core operationally integrated subsidiary. Any upgrade would likely
result in SB still being rated in the 'BB' category.

Conversely, the ratings could be affirmed if a change of plan
results in SB not being transferred to PSB.

Depending on the timing of the transaction and the availability of
information, the resolution of the RWP could extend beyond the
typical six-month horizon.

Upside for SB's VR could stem from a substantial improvement in
core profitability accompanied by reasonable capitalisation and an
improvement in asset quality. Conversely, the VR could be
downgraded if SB's weak profitability negatively affects its
capital position.

The rating actions are as follows:

  Long-Term Foreign- and Local-Currency IDRs: 'BB-'; placed on RWP

  Short-Term Foreign-Currency IDR: affirmed at 'B'

  Viability Rating: affirmed at 'b-'

  Support Rating: affirmed at '3'

  Senior unsecured debt: 'BB-'; placed on RWP


X5 RETAIL: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Russia-based X5 Retail Group N.V.'s
Long-Term Foreign- and Local- Currency Issuer Default Ratings and
senior unsecured ratings for the bonds issued by its 100%-owned
subsidiaries X5 Finance B.V. and X5 FINANSE LLC at 'BB+'. The
Outlook is Stable.

The ratings and Stable Outlook reflect X5's large scale and strong
market position in Russia's food retail market as well as its
expectation that the company will be able to maintain its financial
profile aligned with a 'BB+' rating despite intense competition.
The ratings also benefit from X5's expansion strategy and prudent
financial policy of maintaining a conservative leverage ratio.

KEY RATING DRIVERS

Largest Food Retailer in Russia: The ratings are based on X5's
business profile as the largest food retailer in Russia with a
multi-format strategy and wide geographic footprint within the
Russian market. In its view, the company is well placed to
differentiate store formats from peers, which will help it not only
to withstand but to drive competition. This comes from improvements
in the customer value proposition and logistics, as well as the
development of online shopping.

Strong Revenue Growth to Decelerate: Fitch's rating case assumes
X5's revenue growth to decelerate due to a high base effect and its
assumption that the number of new store openings will reduce over
2019-2022. This is aligned with its expectation that the pace of
organic expansion will slow across all large Russian food retailers
as they prioritise operating efficiencies over growth to ensure
adequate investment returns in an increasingly competitive market.

Inflation to Support Performance in 2019: Fitch expects
acceleration in food inflation in Russia from historically low
levels in 2018 will support X5's 2019 like-for-like sales and ease
pressure on X5's profitability. This should allow the company to
keep its EBITDA margin near 2018's 7.1%, despite intensifying
competition. Its view is based on the assumption that consumers
will not start to trade-down and X5 will maintain a stable share of
goods on promotion .

Decline in Sector Profitability: Fitch expects the profitability of
Russian food retailers to continue its structural and gradual
decline as competition from consolidation and the introduction of
new retail formats puts pressure on earnings . Moreover, higher
rents will also weigh on FFO and EBITDA margins as the share of
leasehold stores increases .

Fitch's conservative projections factor in a gradual decrease in
X5's EBITDA margin to slightly below 7% (adjusted for potential
long-term incentives) over 2020-2022 as the company may need to
sacrifice gross margin to fend off competition and protect footfall
rates. However, cost optimization and an improvement in terms with
suppliers will help minimize the reduction in p rofitability.

Prudent Financial Policy: The ratings are supported by the
company's commitment to maintain a conservative capital structure
with its year-end net debt-to-EBITDA leverage staying below 1.8x
(2018: 1.7x). X5's dividend policy allows it to preserve cash and
manage leverage in case of operational underperformance as
dividends are payable only when leverage stays below 2.0x at the
end of the year for which the dividend is being proposed. Fitch
also views as positive that the company maintains a balanced
approach to expansion as it adheres to its investment return
targets.

Moderate Leverage: Fitch projects X5's funds from operations
adjusted gross leverage to remain stable at around 3.8x over
2019-2022 (2018: 3.8x), leaving comfortable headroom under its
negative rating sensitivity of 4.5x. As capex intensity decreases,
Fitch expects dividends to absorb X5's growing cash flow
generation, resulting in a broadly neutral free cash flow over the
medium term.

Weak Fixed-Charge Coverage: In Fitch's four-year rating case to
2022, X5's FFO fixed-charge coverage remains weak for the 'BB+'
rating, albeit broadly aligned with the 'BB' rating category for
the sector. Fitch views this however is somewhat mitigated by a
conservative capital structure, flexibility on lease terms, and
X5's proven ability to renegotiate rents with landlords. The metric
is under pressure from substantial operating lease expenses but it
projects it to remain stable over 2019-2022 (2018: 1.9x).

Bond Ratings Aligned with IDR: All of X5's bonds are issued by
finance companies, X5 FINANSE LLC and X5 Finance B.V., and rated in
line with X5's IDR, including a few local bonds (in total
accounting for RUB15.4 billion at end-March 2019) that are
structurally subordinated to the rest of the group's debt.

Fitch does not apply any notching to the instrument ratings of X5's
bond issues as prior-ranking debt-to-EBITDA is less than 2x, which
is the agency's threshold for material structural subordination.
Fitch believes that the threshold will not be exceeded over the
medium term as it expect X5 to stick to its internal leverage ratio
of below 1.8x at year-end.

DERIVATION SUMMARY

X5's rating benefits from a stronger business profile than its
closest peer Fitch-rated Russian food retailer Lenta LLC
(BB/Stable) due to its larger business scale, stronger market
position and greater format diversification. This results in a
one-notch differential in their respective ratings, despite similar
leverage profiles.

Comparing X5's rating to international retail chains, such as
Carrefour SA (BBB+/ Stable), Ahold Delhaize N.V. (BBB/ Positive)
and Tesco PLC (BBB-/Stable) , X5 has a smaller business scale and,
relative to Carrefour and Ahold, more limited geographic
diversification . This is partly offset by stronger growth
prospects and structurally greater profitability in the Russian
food retail market. X5's financial structure is also more
conservative than Tesco's while X5's ratings also take into
consideration the higher-than-average systemic risks associated
with the Russian business and jurisdictional environment.

No Country Ceiling or parent/subsidiary linkage aspects affect X5's
ratings.

KEY ASSUMPTIONS

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

  - revenue CAGR around 10% over 2019-2022, driven mostly by
selling space growth;

  - long-term incentive expenses at around 0.1% of revenue over
2019-2022;

  - EBITDA margin (adjusted for potential long-term incentive
expenses) gradually decreasing over 2019-2022;

  - capex at 4%-5% of revenue;

  - payment of RUB25 billion dividends in 2019; dividend payout at
80% over 2020-2022;

  - no large-scale M&A activity

RATING SENSITIVITIES

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

  - LfL sales growth comparable with close peers, together with
maintenance of its leading market position in Russia's food retail
sector and successful execution of its growth strategy;

  - maintenance of strong FFO margin;

  - FFO-adjusted gross leverage below 3.5x on a sustained basis
(2018: 3.8x);

  - FFO fixed charge coverage around 2.5x on a sustained basis
(2018: 1.9x).

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

  - contraction in LfL sales growth relative to close peers,
particularly if combined with FFO margin erosion to below 4.0%
(2018: 5.6%);

  - FFO adjusted gross leverage above 4.5x on a sustained basis;

  - FFO fixed-charge cover below 2.0x on a sustained basis;

  - Worsened operating cash flow generation coupled with
higher-than-expected capex or dividends keeping FCF firmly in
negative territory.


LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: At end-March 2019 X5's liquidity was strong as
cash of RUB18.3 billion and undrawn committed credit lines of
RUB78.0 billion were sufficient to cover short-term debt of RUB60.3
billion and expected negative FCF (post dividends) in 2019. Fitch
believes the company has firm access to local funding, including
the local bond market.




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

MATRA PETROLEUM: Auditor Expresses Going Concern Doubt
------------------------------------------------------
Matra Petroleum AB published its Annual Report for 2018 on April
29, 2019.  The Auditor's report contains a section regarding
material uncertainty related to going concern.

In the Auditor's report, the company's auditor issues a section
regarding Material uncertainty related to going concern.  The
section is as follows:

"We draw attention to the administration report in the section
"Continued operations -- Going concern" where it is described that
the group's liquidity is constrained and Matra Petroleum AB's U.S
subsidiary has not secured refinancing or extension of loans and
commitments that expire in the coming year.  Secured financing is
necessary to ensure that the Group has sufficient liquidity to
support continued operations in 2019.  As stated in the
administration report, these events or conditions, indicate that a
material uncertainty exists that may cast significant doubt on the
Company's ability to continue as a going concern.  Our opinion is
not modified in respect of this matter.  In a situation where going
concern no longer can be assumed, there is a risk of significant
write-downs of the group's assets as well as the parent company's
book value of receivables from subsidiaries and shares in
subsidiaries."

The Board of directors states the following in "Continued
Operations -- Going Concern" section in the Administration report:

"As of the date of this directors' report, the group's liquidity is
constrained and Matra Petroleum's U.S subsidiary has not secured
refinancing or extension of loans and commitments that expire in
the coming year, including loans provided under credit agreements
with Legacy Texas Bank and Melody Business Finance.  Negotiations
are being conducted with the U.S subsidiary's creditors and the
group is evaluating other financing alternatives with the objective
to extend maturities and/or refinancing of Group companies'
commitments and to secure sufficient liquidity for the operations.
The U.S subsidiary has taken and is taking action to improve
operating cash flow and improve liquidity.

"As the Group has not secured financing for the coming twelve
months, material uncertainties exist regarding the U.S subsidiary's
financial situation which may cast significant doubt on the Group's
ability to continue as a going concern.  Should the outcome of
abovementioned activities not be favorable, it could mean that the
conditions for continued operations would be insufficient.

"The board of directors considers that it is probable that the
actions and activities can be executed and that liquidity will be
strengthened.  This report has therefore been prepared with the
going concern assumption."

                     About Matra Petroleum

Matra Petroleum AB (publ) is a Swedish independent oil and gas
exploration and production company operating in the United States,
where the company owns and operates 170 leases, covering an area of
45,640 net acres in the Panhandle region in Texas.  Matra's proved
oil and gas reserves amount to approximately 22.8 million barrels
of oil equivalent.  Matra Petroleum's shares are traded on NASDAQ
First North in Sweden under the symbol MATRA.


SAMHALLSBYGGNADSBOLAGET I NORDEN: Fitch Rates EUR300MM Hybrid 'BB'
------------------------------------------------------------------
Fitch Ratings has assigned the Swedish property company
Samhallsbyggnadsbolaget i Norden AB's (SBB) EUR300 million
subordinated hybrid a final rating of 'BB'. This follows the review
of the final documents conforming to information already received.


The instrument is rated two notches below SBB's Long-Term Issuer
Default Rating of 'BBB-', which has a Stable Outlook. It reflects
the hybrid's deeply subordinated status, ranking behind senior
debt, with coupon payments deferrable at the discretion of the
issuer and no formal maturity date. It also reflects the hybrid's
greater loss severity and higher risk of non-performance relative
to senior obligations. Under Fitch's criteria, it qualifies for 50%
equity credit until there is less than five years left to its
effective maturity date, which occurs when the coupon step-up
exceeds 100bp.

KEY RATING DRIVERS

Improving Leverage: The EUR300 million hybrid bond and the
announced sale of the DNB building will strengthen SBB's capital
structure and it forecasts pro-forma net debt-to-EBITDA to fall
below 10x at end-2019 as a result of various transactions. The
de-leveraging profile thereafter will depend on the timing and type
of acquisitions bought with realisation proceeds. The hybrid issue
follows class D ordinary share and other hybrid bond issues during
2018 and in 1Q19, and a recent tightening of the group's financial
policy (including a loan-to-value (LTV) target below 50%).

Simplified Capital Structure: Measures taken by SBB have gradually
simplified its capital structure and aligned it closer to a
standard corporate financing structure. The proposed hybrid issue
and part of the DNB building proceeds will be used to repay secured
debt and leave more assets unencumbered. All unsecured bonds are
now issued by the parent company following an issuer swap from a
legacy subsidiary issuer. Preference shares in SBB's subsidiary
Hogkullen, which it treated as debt, and some of SBB's preference
shares that attracted 50% equity credit, have been replaced by the
newly issued class D ordinary shares.

Developing Access to Capital: SBB has developed its capital market
access via unsecured bond issuance, the establishment of commercial
paper programmes in both Swedish krona and euro, the issuance of
hybrid bonds (SEK1.9 billion outstanding as at end-2018) and class
D shares. SBB's class D shares are ordinary shares that receive a
larger share (at a 5:1 ratio) of ordinary dividend than standard
shares up until a fixed amount (SEK2 per year). Unlike preference
shares there is no deferral interest, nor any right to redeem. SBB
targets a listing of its shares on the main market on the Nasdaq
Stockholm Stock Exchange.

Niche Community Service Assets: Following the sale of the DNB
building, SBB's remaining portfolio is focused on community service
properties and regional residential. The community service
properties have an indirect and direct government tenant base
including government departments, municipalities, elderly care, and
LSS (disabled) group housing. The portfolio is located mainly in
Sweden and Norway, with a few properties in Finland.

Bespoke Nature of Some Assets: The community service-orientated
portfolio contains some bespoke regional and niche assets such as
schools, city halls, regional municipal's offices, and elderly
people's apartments. Although on long-dated leases, their rental
evidence may be difficult to ascertain; however, these leases have
contractual indexed uplifts. Management states that a large share
of these scheduled leases that will expire in the coming years are
with community service tenants who have been in the same building
for more than 10 or even 20 years so renewal is likely. For these
types of niche assets, Fitch believes that there are fewer
alternative domestic investors compared with commercial property.
SBB's residential portfolio is regional and benefits from the
stability of rents under Sweden's rental regulation and a shortage
of available rented housing.

Greater Leverage Headroom: The mix of contractual longevity of
income (average lease length of seven years), a stable tenant base
and the resultant low-income yield of the residential portfolio
affords SBB slightly greater financial leverage headroom than EMEA
commercial property portfolios, which have shorter lease length and
whose rental values are more sensitive to economic cycles.

Building Rights Disposals: A key part of SBB's strategy is to
create building rights for residential projects by acquiring
properties and land with development potential and to apply for
zoning approval. SBB pre-sells these building rights, directly or
in JVs, to developers who take on the development risk. Cash
receipts from the sale of building rights and its timing are
conditional on receiving zoning approval. The proceeds are a form
of capital gain, which it excludes from rental-derived EBITDA, but
represent forecasted cash inflows that support SBB's deleveraging
capacity.

Founder Influence: SBB's ownership is concentrated in CEO Ilija
Batljan, who has around a 40% voting share, resulting in some key
man risk. SBB has made a number of ongoing improvements to its
corporate governance structure, such as appointing a new Deputy
CEO, COO and Head of Investor Relations. SBB's earlier arrangement
of using a related-party property management company has been taken
in-house and the CEO is prepared to widen the equity base with
institutional investors.

DERIVATION SUMMARY

With the lower-yielding nature of SBB's residential rental
portfolio and longer lease length than peers' (from both community
service assets and average tenure of residential assets), and
portfolio mix, Fitch has allowed SBB more leverage headroom and
lower interest cover than (i) commercial property-orientated
Swedish peers, and (ii) EMEA peers with commercial property
companies that underpin its EMEA REIT Navigator mid-point
guidelines.

Fitch views SBB's portfolio as more stable due to the strength of
Swedish residential property with its regulated below-open market
rents and the community service properties' stable tenant base with
longer-term leases. This is slightly tempered by the regional
location of assets within SBB's portfolio. SBB's portfolio
fundamentals are less sensitive to economic cycles than commercial
office property companies that are reliant on open market
conditions with multiple participants affecting market
fundamentals.

KEY ASSUMPTIONS

  - Successful issue of the EUR300 million (SEK3 billion
equivalent) hybrid in 2019 at 50% equity credit.

  - Completion of the announced SEK4.9 billion disposal of the DNB
building with proceeds used to (i) repay associated secured funding
and (ii) for planned property acquisitions.

  - SEK1 billion of capital repayment in 2019 from newly created
joint ventures as they refinance the assets SBB contributed.

  - Recurring rental income at end-2018 equivalent to SEK1,585
million.

  - Like-for-like rental income growth of around 2% per year
(indexed leases).

  - Additional rental growth from SEK400 million-SEK500 million
capex investments with a 10-12 year payback period.

  - Net operating income (NOI) margin is a blend of around 80% for
community service properties' income, and residential around 50%.

  - Building rights disposals of SEK650 million in 2019, SEK645
million in 2020 and SEK792 million in 2021. Thereafter SEK250
million per year.

  - Central administration cost base at SEK75 million (after an
increase to SEK102 million in 2018, which included one-off costs).

RATING SENSITIVITIES

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

  - Longer track record (including of Building Right receipts), and
a simplified financing structure.

  - Unencumbered asset cover above 2.0x (year-end 2018 Actual:
1.1x).

  - Well-laddered debt maturity schedule with longevity.

  - Fixed charge cover (FCC) ratio greater than 2.3x (2018: 1.5x)

  - Net debt-to-EBITDA of less than 9.5x (funds from operations
(FFO)-based net equivalent under 10.5x)

  - 12-month liquidity score above 1.0x (2018: 1.9x)

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

  - Reversal of group transparency and expansion of the group's
equity base.

  - Heavier weighting in secured debt and more encumbered assets

  - Acquisitions that (due to being over-priced) reduce FCC below
1.8x

  - Net debt-to-EBITDA greater than 10x

  - Group LTV approaching 60% (compared with individual propco
covenant breach levels of 70%-75%)

LIQUIDITY

Adequate Liquidity: At end-2018, SBB had SEK157 million in readily
available cash and SEK2.2 billion of committed undrawn credit
facilities (increased to SEK2.7 billion after year-end). Debt
maturities are less concentrated than at domestic peers with SEK2.2
billion or 14% of total debt maturing in 2019 (cumulatively 19% by
end-2020). During 1Q19, SBB issued a total of SEK700 million of
bonds with five-year maturities. In addition, SBB is scheduled to
receive over SEK0.65 billion of cash flow from building rights
monetisation in 2019.

Mix of Debt Creditors: Within over SEK16 billion of total
Fitch-adjusted debt as of end-2018, SEK4.2 billion was unsecured
debt. This is small compared with SEK10.5 billion of secured bank
loans and bonds. SBB is looking to increase the proportion of
unsecured as secured debt matures and use a share of DNB proceeds
and the hybrid proceeds to repay secured debt, which should leave
more assets unencumbered. The average cost of debt (including the
hybrid coupons) was 2.7% at end-2018.

FULL LIST OF RATING ACTIONS

Samhallsbyggnadsbolaget i Norden AB's

  - EUR300 million hybrid bond 'BB' final rating




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

ARCADIA GROUP: May Struggle to Win Approval for Rescue Plan
-----------------------------------------------------------
Sarah Butler at The Guardian reports that the future of Sir Philip
Green's empire is hanging in the balance as industry insiders say a
planned rescue may struggle to win approval from landlords.

Board directors of Mr. Green's Arcadia group, which owns a string
of high-street chains including Topshop, Topman, Miss Selfridge,
Dorothy Perkins and Wallis, were locked in an all-day meeting on
April 30 attempting to agree a way forward for the group, The
Guardian relates.

Arcadia's advisers at Deloitte are understood to be pushing ahead
with plans for an insolvency process that would involve rent cuts
and the closure of about 50 of the group's 570-plus stores, The
Guardian states.  Details could be announced within days, The
Guardian notes.

But industry sources said Arcadia may struggle to secure enough
support for the restructure, known as a company voluntary
arrangement (CVA), which requires approval from 75% of landlords,
according to The Guardian.  Arcadia, The Guardian says, is likely
to want to gain approval for changes before its next quarterly rent
day at the end of June.

Mr. Green has reportedly offered to give landlords a stake in the
business and to invest about GBP100 million in revamping remaining
stores if they back a deal, The Guardian relays.

Another source, as cited by The Guardian, said Mr. Green was facing
a backlash from property owners who had already been forced to
swallow rent cuts and store closures after CVAs by a string of
high-street chains including New Look, Carpetright and Mothercare.


Another expert source agreed Arcadia was unlikely to be able to
secure the backing of enough landlords, The Guardian notes.  He
suggested the group might nevertheless risk putting a CVA forward
as the likely alternative was administration, according to The
Guardian.

Mr. Green's retail empire has suffered falling sales as it
struggles against online competition from Asos and Boohoo, while
shoppers have switched from buying clothes to other pursuits, The
Guardian discloses.

Arcadia Group Ltd. is the UK's largest privately owned fashion
retailer with seven major high street brands: Burton, Dorothy
Perkins, Evans, Miss Selfridge, Topshop, Topman and Wallis, along
with its out-of-town fashion destination Outfit.  


DYSERTH FALLS: Undergoes Liquidation, Owes GBP1.75 Million
----------------------------------------------------------
Owen Hughes at NorthWalesLive reports that Dyserth Falls Ltd, a
North Wales holiday park, crashed owing almost GBP1.75 million.

NorthWalesLive reported in February that HM Revenue & Customs
(HMRC) had lodged a winding up petition at the High Court on the
company, based at Dyserth Falls Resort.

The park's owners in early April 2019 called in liquidators and
thus, Brendan Hogan -- brendan@andersonbrookes.co.uk -- of Anderson
Brookes Insolvency Practitioners Ltd and Stephen Michael Berry --
stephen.berry@opusllp.com -- of Opus Restructuring were appointed,
NorthWalesLive cites.

Now, a Statement of Affairs has been released showing the scale of
the financial issues that were facing the firm, NorthWalesLive
notes.

It shows that HM Revenue & Customs were owed around GBP1.5 million
by Dyserth Falls, NorthWalesLive discloses.  There is also
GBP157,750 owed to trade and expense creditors and GBP90,000 to
directors, NorthWalesLive states.

In terms of assets, the statement gives a book value of freehold
land and property of GBP4 million but it is only estimated to
realise GBP650,000 in any sell off, according to NorthWalesLive.

This is expected to leave a debts shortfall of just over GBP1.1
million, NorthWalesLive relays.


EUROMASTR 2007-1V: Fitch Hikes Class E Debt Rating to 'BB+sf'
-------------------------------------------------------------
Fitch Ratings has upgraded two tranches of EuroMASTR Series 2007-1V
plc and affirmed the others, as follows:

  Class A2 (ISIN XS0305763061) affirmed at 'AAAsf'; Outlook Stable

  Class B (ISIN XS0305764036) affirmed at 'AAAsf'; Outlook Stable

  Class C (ISIN XS0305766080) affirmed at 'AAsf'; Outlook Stable

  Class D (ISIN XS0305766320) upgraded to 'BBBsf'; from 'BBB-sf';
Outlook Stable

  Class E (ISIN XS0305766676) upgraded to 'BB+sf'; from 'Bsf';
Outlook Stable

This transaction is a securitisation of non-conforming first-charge
residential mortgages originated in the UK by Victoria Mortgage
Funding.

KEY RATING DRIVERS

Increased Credit Enhancement

All classes of notes benefit from a fully funded and non-amortising
reserve fund, which currently accounts for 5.4% of the class A-E
notes' balance compared with 4.7% a year ago.

Despite the pro-rata allocation of principal receipts, the
non-amortising large reserve fund explains the increase in credit
enhancement to 8.4% from 8.1% for the class D notes and to 5.1%
from 4.8% for the class E notes.

Stable Asset Performance

The loans in arrears by more than three months (excluding
repossessions) were 8.6% of the outstanding loan balance as of
March 2019, little changed from the 8.9% reported a year earlier.
Realised losses worsened slightly over the last 12 months to 4.97%,
from 4.85% (by collateral balance at closing) while loans in
repossession were low at 0.4% of the current collateral balance.

Interest-Only Loan Concentration

The redemption profile of the loans is concentrated, with 54.6%
interest-only loans maturing between 2030 and 2032. Fitch tested
maturity concentration risk as per criteria but this did not affect
the rating outcome.

IO Exposure Constrains Class E Rating

Fitch does not expect the most junior class E notes will be
upgraded to investment-grade in the short-to medium-term, as the
loan count only numbers at 573 loans, 85% of which are IO (as a
percentage of the current balance). The transaction envisages
sequential principal allocation once the notes balance reaches 10%
of the original balance, leaving the most junior note exposed to
refinancing risk during the tail-end.

RATING SENSITIVITIES

The loans in the pool currently earn a floating rate of interest
linked to 3M LIBOR. As a result, borrowers are exposed to increases
in market interest rates, which would put pressure on affordability
and potentially cause a deterioration of asset performance.

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

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

DATA ADEQUACY

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

Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's initial
closing. The subsequent performance of the transaction over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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


EUROPEAN RESIDENTIAL 2017-NPL1: DBRS Confirms BB Rating on C Debt
-----------------------------------------------------------------
DBRS Ratings Limited confirmed its ratings on the Irish
non-performing loans transaction European Residential Loan
Securitization 2017-NPL1 (the Issuer) as follows:

-- Class A at A (sf)
-- Class B at BBB (sf)
-- Class C at BB (high) (sf)

The rating confirmation follows an annual review of the transaction
and reflects the stable performance of the transaction since its
issuance on April 28, 2017 (the Issue Date).

At issuance, the EUR 419.8 million capital structure was tranched
as follows: EUR 182.7 million Class A (approximately 43.5% of the
total asset portfolio), EUR 16.8 million Class B (approximately
4.0% of the total asset portfolio), EUR 14.7 million Class C
(approximately 3.5% of the total asset portfolio), EUR 44 million
Class P (approximately 10.5% of the total asset portfolio) and EUR
161.8 million Class D (approximately 38.5% of the total asset
portfolio). The Class P and Class D notes are unrated and are
retained by LSF IX Paris Investments DAC (the Seller). The rating
on the Class A notes addresses the timely payment of interest and
ultimate payment of principal. The ratings on the Class B and Class
C notes address the ultimate payment of interest and principal.

The notes were originally backed by 1,228 Irish non-performing
mortgage loans secured by residential properties and originated by
Bank of Scotland (Ireland) Limited. There was a small percentage
(2.35%) of performing residential mortgages. Lone Star Funds (Lone
Star), through the Seller, acquired the portfolio in February 2015.
Servicing of the mortgage loans is conducted by Start Mortgages DAC
(Start or the Servicer); Start also act as Administrators of the
assets for the transaction. As of the closing date, primary
servicing activities have been delegated to Homeloan Management
Limited (HML) under a subservicing agreement. There is no
obligation for Start to continue to delegate to HML. HML is not a
party to the transaction documents. Hudson Advisors Ireland DAC
(Hudson) was also appointed as the Issuer Administration Consultant
and, as such, acts in an oversight and monitoring capacity.

As of the date of the last Investor Report, March 2019, the
transaction outstanding principal balance of the rated Class A,
Class B, and Class C was equal to EUR 128.3 million, EUR 16.8
million and EUR 14.7 million, respectively. The transaction
structure is fully sequential and, as a consequence, the balance of
Class A is currently the only one to amortize (-29.78% since
issuance). The current aggregated transaction balance included the
unrated notes and is EUR 365 million.

Each rated class benefits from a Cash Reserve of EUR 5.8 million
for Class A, EUR 1.2 million for Class B and EUR 1.3 million for
Class C, respectively. The Class A Reserve Fund had an initial
balance equal to 4.5% of Class A Notes initial balance and can
amortize to 4.5% of the outstanding balance of Class A notes. The
Class B Reserve Fund was funded to an initial balance of 10.0% of
the Class B notes and does not have a target balance. Credits to
the Class B reserve are made outside of the waterfall based on the
proceeds of the interest rate cap allocated proportionately to the
size of Class B notes relative to the cap notional. Liquidity
support to the Class C notes is provided by the cap proceeds
allocated proportionately to the size of Class C notes relative to
the cap notional. The Class C Reserve Fund was funded to an initial
balance of 15.0% of the Class C Notes and does not have a target
balance. Credits to the Class C reserve are made outside of the
waterfall based on the proceeds of the Interest Rate Cap allocated
proportionately to the size of Class C Notes relative to the cap
notional and as long as the Class C Notes are outstanding. Any
unpaid accrued interest amount in the Class C notes is reduced by
the Class C interest payments funded via the cap proceeds.

Elavon Financial Services DAC, U.K. Branch (Elavon) acts as the
Issuer Transaction Account Bank. DBRS's private rating of Elavon is
consistent with the Minimum Institution Rating, given the rating
assigned to the Class A notes, as described in DBRS's "Legal
Criteria for European Structured Finance Transactions"
methodology.

The ratings are based on DBRS's analysis of the projected
recoveries of the underlying collateral, the historical performance
and expertise of the Servicer, the availability of liquidity to
fund interest shortfalls and special-purpose vehicle expenses, the
Interest Rate Cap agreement entered between the Issuer and Barclays
Bank plc, and the transaction's legal and structural features.

Notes: All figures are in Euros unless otherwise noted.


JD CLASSICS: Creditor Recoveries Likely to Be "Material"
--------------------------------------------------------
Rachel McGovern at Bloomberg News reports that creditor recoveries
from classic car broker and restoration business JD Classics have
the potential to be "material", according to the latest report by
administrators Alvarez & Marsal, filed with UK's Companies House.

According to Bloomberg, the administrators are taking legal action
against third parties in a bid to increase recoveries for the
company's secured creditors.

The report warns that recoveries will take time and requests
permission from creditors to extend the deadline for completion by
12 months to September 9, 2020, Bloomberg notes.

A report last November detailed JD Classics' liabilities of GBP76.2
million owed to senior creditors with only GBP36.7 million of
expected recoveries, Bloomberg relates.

Lloyds Banking Group is first-out lender with HPS Investment
Partners behind it in the repayment waterfall, Bloomberg states.

The report said since taking the business into administration last
September, the administrators have realized around GBP6.5 million,
according to Bloomberg.

Net proceeds of US$6.45 million from the sale of one car are held
in escrow while the administrator discusses rights to the title
with a third party, Bloomberg notes.

The administrators have moved to sue JD Classics' founder and
former company director Derek Hood, Bloomberg relays, citing court
documents.

JD Classics is based in London, United Kingdom.


MEDERCO LTD: Owed GBP16MM to Creditors at Time of Administration
----------------------------------------------------------------
Josh Morris at Insider Media reports that Mederco (Cardiff) Ltd,
the company behind a 350-bed student development in Cardiff,
entered administration owing almost GBP16 million, new documents
have revealed.

The site on Mynachdy Road had received planning permission for 200
student homes, awarded in March 2017, before Mederco was invited to
add 150 additional units, Insider Media discloses.

However, a report by Philip Duffy -- philip.duffy@duffandphelps.com
-- and Steven Muncaster -- steven.muncaster@duffandphelps.com --
from Duff & Phelps, who were appointed as joint administrators of
Mederco on January 17, 2019, has revealed that with construction
yet to get underway by the start of 2019 Mederco came under
pressure from creditors, Insider Media relates.

In response to this pressure, the director of Mederco looked to
appoint administrators but was unable to due to an outstanding
winding up petition against the company, Insider Media notes.  Duff
& Phelps was subsequently appointed by a secured creditor, Insider
Media recounts.

According to Insider Media, the Duff & Phelps report reveals the
company's secured creditor is owed GBP6.46 million with unsecured
creditors owed a further GBP9.27 million.

Of the GBP9.27 million, GBP307,000 is owed to trade creditors while
GBP8.96 million is owed to investors, Insider Media states.

According to the administrator, more than 100 investors have put
down deposits ranging from 25% to 75% of the purchase price of each
unit, Insider Media relays.

The joint administrators are reviewing the financial position of
Mederco and liasing with a selling agent to devise a strategy that
will maximize any return to creditors, including the sale of the
property, Insider Media says.


[*] UK: Number of Companies in Distress Rises in Early 2019
-----------------------------------------------------------
Andy Bruce at Reuters reports that the number of companies falling
into financial distress in England and Wales rose in early 2019,
adding to signs that businesses struggled in the run-up to the
original March Brexit deadline, official data showed on April 30.

According to Reuters, there were 4,187 company insolvencies in the
first quarter, up from 3,938 in the fourth quarter, the Insolvency
Service said, citing seasonally adjusted data excluding "bulk"
closures of companies set up by individuals for their personal
affairs.

Most of these were creditors' voluntary liquidations, when
shareholders of an insolvent firm decide to close their company,
Reuters notes.

The number of companies entering administration, when accountants
take over the management of an insolvent company to protect
creditors, rose to a five-year high in the first quarter, Reuters
relays, citing the Insolvency Service.

According to Reuters, R3, an insolvency and restructuring trade
body, said Brexit had a "particularly acute" impact on companies in
early 2019.

"No-deal (Brexit) preparations put pressure on businesses to
stockpile goods and materials, in turn putting pressure on their
cashflow," Reuters quotes Stuart Frith, president of R3, as
saying.



                           *********


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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