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

                          E U R O P E

          Tuesday, June 4, 2019, Vol. 20, No. 111

                           Headlines



A Z E R B A I J A N

PASHA BANK: Fitch Affirms Then Withdraws 'B+' IDR


F R A N C E

CASINO: S&P Lowers Issuer Credit Rating to 'B', On Watch Negative


G E R M A N Y

BREE: Applies for Opening of Insolvency Proceedings
CHEPLAPHARM ARZNEIMITTEL: Moody's Alters Outlook on B1 CFR to Neg.
EO TELEVISION: Munich Court Opens Insolvency Proceedings


H U N G A R Y

MKB BANK: Moody's Hikes Long-Term Deposit Ratings to 'B1'


I T A L Y

ASSICURATRICE MILANESE: Fitch Gives 'BB+' LT IDR, Outlook Negative
BANCO BPM: Moody's Affirms Ba2 Sr. Unsecured Debt Ratings
DECO 2014: Fitch Lowers EUR21.9MM Class E Notes Rating to 'B+sf'
[*] ITALY: Plans to Launch Comprehensive Spending Review


L U X E M B O U R G

SAPHILUX SARL: Moody's Alters Outlook on B3 CFR to Negative


N E T H E R L A N D S

EPP FINANCE: S&P Alters Outlook to Stable & Affirms 'BB' ICR
SPECIALTY CHEMICALS: S&P Affirms 'B+' LT Issuer Credit Rating


N O R W A Y

PGS ASA: Fitch Gives 'B+(EXP)' Rating to $525MM 1st Lien Loan


S P A I N

AYT KUTXA II: S&P Raises Class C Notes Rating to B(sf)
CAIXABANK PYMES 9: Moody's Hikes EUR222MM Class B Notes to B3
DEOLEO SA: S&P Alters Outlook to Negative on Refinancing Risk
INSTITUTO VALENCIANO: S&P Alters Outlook to Stable & Affirms BB ICR
MADRID RMBS I: S&P Affirms CCC- Rating on Class E Notes

MADRID RMBS II: S&P Raises Class D Notes Rating to B-
TDA IBERCAJA 5: S&P Raises Class D Notes Rating to BB-
TDA IBERCAJA 6: S&P Affirms BB- Rating on Class D Notes


U N I T E D   K I N G D O M

CABOT FINANCIAL: S&P Raises LT ICR to 'BB-' on Leverage Reduction
CALDERPRINT: Enters Administration Following Closure
DIXONS CONTRACTORS: Enters Administration, 90 Jobs at Risk
HADLOW COLLEGE: Enters Administration Following Government Bailout
HOWARD HUNT: Paragon Buys Business Out of Administration

HSS HIRE: S&P Withdraws 'B' Long-Term Issuer Credit Rating

                           - - - - -


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A Z E R B A I J A N
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PASHA BANK: Fitch Affirms Then Withdraws 'B+' IDR
-------------------------------------------------
Fitch Ratings has affirmed Azerbaijan-based Pasha Bank's Long-Term
Issuer-Default Rating at 'B+' with Stable Outlook and subsequently
withdrawn the ratings for commercial reasons.

KEY RATING DRIVERS

PB's ratings are driven by its standalone profile, as captured by
its 'b+' Viability Rating. The ratings are constrained by the
operating environment, PB's dependence on significant related-party
funding and the bank's limited track record in foreign operations,
especially in Turkey (equal to 8% of PB's end-2018 consolidated
assets).

The ratings also consider PB's relatively low risk balance sheet
with non-loan exposures (comprising cash, bank placements and debt
securities) representing 67% of total assets. In its opinion, PB
remains reasonably capitalised despite a modest decline in capital
ratios due to fast asset growth and high dividend payments.

PB's loan book remains small, comprising around 29% of assets at
end-2018. Loan concentrations are high. The 15 largest exposures
amounted to a significant 40% of total loans, but a comfortable
1.1x Fitch Core Capital (FCC). On day one of IFRS 9 implementation,
the impaired (Stage 3) loans spiked to 14.5% of total loans from
7.2% at 31 December 2017 (previously defined as individually
impaired loans). However, by end-2018, the impaired loan ratio had
fallen to 9.3% of gross loans due to recoveries. The stock of PB's
impaired loans is concentrated, particularly to a single related
party exposure that is cash collateralised. Based on management
guidance, this loan will be classified as Stage 1 or Stage 2 by
end-2019, which will improve asset quality metrics.

Loan loss coverage of impaired loans (net of the above cash-secured
exposure) was only 37% at end-2018, although most of them were
secured with tangible collateral (mostly real estate and cash).

PB has performed well with a return on average equity of 14% in
2018. This was underpinned by low funding costs of below 1% (market
average of 2.5% in 2018) due to a high share of interest-free
on-demand customer accounts (75% of total customer accounts at
end-2018) and low loan impairment charges (0.3% of average loans in
2018).

Fitch estimates PB's FCC ratio was around 18% at end-2018, a 3pp
decrease from 22% at end-2017 driven by significant 32% growth of
the consolidated total assets. A capital injection of TRY245
million (equivalent of AZN116 million) into PB's Turkish subsidiary
(Pasha Yatirim Bankasi, BBB(tur)/Stable) made by parent Pasha
Holding in May 2018 had only a moderate impact on consolidated
capital position as it was largely offset by substantial
depreciation of the Turkish lira. Fitch expects the FCC ratio to be
managed at close to current levels in 2019 as planned aggressive
loan growth (over 20% in 2019) will largely be supported by good
internal capital generation as PB plans a lower dividend pay-out of
only 60% of its earnings in 2019 (80% in 2018, 70% in 2016).

PB is funded mostly by customer deposits (85% of total liabilities
at end-2018), which are highly concentrated by name; with the 20
largest deposits representing 73% of the total, including 37%
raised from related parties. Liquidity risks are mitigated by PB's
large liquid asset cushion, which comfortably covers over 80% of
the bank's end-2018 customer accounts.

The affirmation of the Support Rating of '5' and Support Rating
Floor of 'No Floor' reflects Fitch's view that support from the
sovereign or PB's shareholders, although possible, cannot be relied
upon.

Fitch stopped factoring in support from the Azerbaijan authorities
into local banks' ratings (including those of PB) after the default
of International Bank of Azerbaijan (IBA) on its foreign currency
non-deposit obligations in May 2017. In Fitch's view, IBA's
default, which is the largest bank in the country, and
government-owned, means that state support for less
systemically-important, privately-owned banks cannot be relied
upon. PB is part of the largest privately-owned banking group in
the country, and together with its sister Kapital Bank, holds over
35% of sector deposits.

RATING SENSITIVITIES

Not applicable

The following ratings have been affirmed and withdrawn:

Long-Term IDR: 'B+'; Outlook Stable

Short-Term IDR: 'B'

Viability Rating: 'b+'

Support Rating: '5'

Support Rating Floor: 'No Floor'




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F R A N C E
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CASINO: S&P Lowers Issuer Credit Rating to 'B', On Watch Negative
-----------------------------------------------------------------
S&P Global Ratings noted that on May 23, 2019, Casino's parent
company Rallye and its holding companies were granted a six-month
French "Procedure de Sauvegarde" (safeguard procedure), which could
be extended up to 18 months. This was after trading of Casino's and
Rallye's shares were suspended on that same day, following two
weeks of very pronounced decline in their stock market values that
pressured Rallye's liquidity, because some margin loans required
additional pledges of Casino's shares.

Under the safeguard procedure, all interest payments due on
Rallye's and its holding companies' outstanding debt, as well as
upcoming debt maturities and virtually all collateral, are frozen
until the various stakeholders in Rallye and its holding companies
come to an agreement on a new, more sustainable repayment plan for
their financial debt.

Although Casino's management has confirmed that Casino itself is
not part of this safeguard procedure, and S&P believes the
safeguard procedure has possibly averted a liquidity crisis at
Rallye and a potential change in Casino's shareholding, S&P thinks
this procedure creates further significant event risks for Casino
and its creditors, and raises questions about the reliability of
the group's governance standards.

S&P is therefore lowering its ratings on Casino to 'B' from 'BB-'
and placing them on CreditWatch negative. The negative CreditWatch
reflects the possibility of Casino being indirectly affected as a
result of having its highly indebted parent company immersed in the
complex safeguard procedure.

S&P specifies that although it notes that the safeguard procedure
has possibly prevented an imminent liquidity crisis at Rallye and a
potential change of Casino's shareholding and control, S&P's
downgrade of Casino reflects the following factors:

-- The potential event risks for Casino and its creditors
    resulting from the safeguard procedure Rallye has entered
    into;

-- The potential impact of the safeguard procedure on Casino's
    reputation and standing in the credit capital markets, in
    particular as some of Rallye's bank lenders also lend to
    Casino; and

-- S&P's view of certain deficiencies in governance standards,
    which could be detrimental to Casino's creditors, in
    particular in the context of the high leverage of both
    Casino and the wider group.

S&P sees significant event risks and uncertainties related to the
outcome of the forthcoming negotiations between creditors at the
Rallye and holding company levels, including potentially some form
of compensation for Rallye's creditors in exchange for a debt
rescheduling. The outcome could ultimately be at Casino's expense,
given it is the main asset and generator of virtually all profits
and cash flows for the wider group. This could potentially further
impact Casino's financial flexibility.

Casino has borrowed consolidated gross financial debt of about
EUR9.0 billion in a mix of loans and bonds (including debt sitting
in Latam subsidiaries), which require ready access to the debt
capital markets to periodically refinance the maturities of this
large debt pile. It is therefore of paramount importance for Casino
that this procedure does not affect its credit standing in the debt
capital markets.

Jean-Charles Naouri is the main shareholder and chairman of the
highly indebted Rallye, while also being chairman and CEO of
Casino. His interests as shareholder and board member of both
Rallye and Casino therefore may not be aligned with the interests
of Casino's creditors. Mr. Naouri has an interest in maximizing
dividend payments from Casino to service Rallye's debt and receive
dividends on behalf of Rallye rather than use them to deleverage at
Casino. Moreover, the safeguard procedure may be a way for Rallye's
shareholders (including Mr. Naouri) to avoid the enforcement of the
pledge over their shares in Casino they provided to Rallye lenders,
which could have entailed a loss of their control over Casino.
Rallye's choice to opt for a highly leveraged capital structure,
with credit lines secured by Casino's shares, has created an
inherent weakness for both entities, rendering Rallye's liquidity
dependent on Casino's stock price and leading Casino to upstream
dividends to Rallye systematically. In S&P's view, this structure
tends to favor the interests of Rallye over those of Casino, its
minority shareholders, and its creditors.

Casino's proportional S&P Global Ratings-adjusted financial
leverage was 4.97x at year-end 2018, with an additional EUR3.3
billion of net financial debt located at Rallye and its holding
companies which are being serviced (and will likely continue to be
serviced after completion of the safeguard procedure) primarily
through significant dividend payments from Casino.

S&P said, "In our view, the weaknesses, risks, and uncertainties
described above are no longer consistent with our previous rating
of 'BB-' on Casino. The new 'B' rating better reflects these.

"We understand that under Rallye's safeguard procedure, the
commercial court has appointed two special administrators to seek a
negotiated agreement between Rallye (and its holding companies) and
its lenders and other creditors over a period of six to 18 months.

"We don't know at this stage what the results of these negotiations
may entail. Results could include, among others, a debt extension
or some form of restructuring, and some debt for equity swap and/or
asset sales. Nor do we know whether the creditors will be offered
some form of compensation in exchange, potentially including an
increase in interest rates, which could increase the amount of
dividends Casino pays. We also understand that Casino's management
does not currently intend to apply for safeguard procedure in
respect of Casino.

"Although we don't rate Rallye or any of its holding companies,
under our criteria "Rating Implications Of Exchange Offers And
Similar Restructurings", we would view Rallye's filing for a
safeguard proceeding as tantamount to a default. Notwithstanding
this, we continue to assess Casino's stand-alone creditworthiness
as higher than, but linked to, that of the overall group, which
comprises Rallye, and its various holding companies, with Finatis
being the ultimate controlling parent.

"In our view, because Casino and Rallye are both separately listed
legal entities and there are some protections for Casino's minority
shareholders under the French regulatory and corporate governance
framework, which could prevent the leakage of Casino's assets to
its parent companies, Casino remains partly insulated from a credit
perspective. We therefore rate Casino in line with its stand-alone
credit profile, which is higher than the wider group's credit
standing.

"At the same time, we believe that Casino's creditworthiness is
still somewhat linked to that of the wider group. Casino is the
core entity within the group and the driver of virtually all of its
earnings and cash flows. The group has historically relied on
Casino to service its high debt levels through ongoing significant
dividend payments, preventing a faster deleverage of Casino.

"We note that, from an operating standpoint, Casino is performing
relatively stronger than its rated French peers, Auchan and
Carrefour. As explained in our last review published April 19,
2019, this is because Casino benefits from a good market position
in the higher margin convenience format; its multi-format,
multi-banner strategy, and its international diversification; and
innovative partnerships with Ocado and Amazon. Therefore, we
consider that Rallye's stake in Casino has significant value.

"We also acknowledge Casino's efforts to deleverage through, among
other things, asset disposals, but the high dividend payments to
Rallye continue to be a drag on Casino's capacity to deleverage."




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

BREE: Applies for Opening of Insolvency Proceedings
---------------------------------------------------
Global News reports that bag manufacturer Bree has requested the
local court of Hamburg for the opening of insolvency proceedings in
self-administration after restructuring efforts failed.

The company's online expansion strategy was unable to yield
satisfactory sales, Global News discloses.

According to Global News, the company, which moved its headquarters
from Hannover to Hamburg, is now in search of an investor.  

Bree employs approximately 200 people.



CHEPLAPHARM ARZNEIMITTEL: Moody's Alters Outlook on B1 CFR to Neg.
------------------------------------------------------------------
Moody's Investors Service has affirmed the Corporate family rating
and Probability of default rating of Cheplapharm Arzneimittel GmbH
at B1 and B1-PD respectively. Concurrently, it has assigned a new
B1 instrument rating to the proposed EUR980 million of new senior
secured term loan B3 and a B1 rating to the new EUR310 million of
senior secured revolving credit facility. Moody's would expect to
withdraw the legacy instrument ratings of the term loan B1, term
loan B2 and revolving credit facility once the proposed transaction
will have been closed and the legacy term loans repaid. The outlook
has been changed to negative from stable.

RATINGS RATIONALE

The affirmation of Cheplapharm's CFR at B1 reflects the company's
solid operating performance and cash flow generation during the
course of fiscal year 2018 and at the start of 2019. The company's
reported EBITDA exceeded budget by 14% in 2018 to reach EUR167
million and by 23% in Q1 2019 to reach EUR65 million for the
quarter. The acquisitions made since the initial rating in June
2018 have strengthened the group's product and therapeutic
diversity, reducing the group's exposure to single off patent
legacy drugs that are losing volumes against generic competition
over time.

Cheplapharm also managed to continue transferring marketing
authorizations of key products acquired over the last two years
according to schedule. This is important for the group's future
profitability as Cheplapharm can only start implementing its
product lifecycle management initiatives once the marketing
authorizations have been transferred. The timely transfer of
authorizations is also key in establishing a track record of a
reliable buyer for large pharmaceutical companies willing to divest
legacy off patent products.

The negative outlook is prompted by the very rapid pace of external
growth and by the renegotiation of both the net senior secured and
total net leverage incurrence test levels in the senior facilities
agreement, which is contrary to what Moody's had expected when the
rating was set..

Cheplapharm has significantly accelerated its pace of growth over
the last 12 months and has further acquisition prospects in the
pipeline for the next 6 to 12 months. Moody's believes that this
pace of growth might stretch the group's ability to cope with it.
It positively notes that Cheplapharm has materially increased its
headcount across the entire organisation in recent months to ensure
the successful transfer of marketing authorization of acquired
products across all countries. However this newly hired qualified
personnel needs time to get up to speed in a fast growing
organisation. The large number of acquisitions also leads to a lack
of deleveraging between the acquisitions and a significant increase
in the overall indebtedness of the group.

The renegotiation of the net senior secured and total net leverage
incurrence debt with an increase to 4.5x from 4.0x and to 5.5x from
4.75x respectively could signal a departure from the previously
more conservative financial policy commitment that strongly
underpinned the B1 rating of Cheplapharm. Moody's will closely
monitor whether Cheplapharm uses the increased headroom under its
facilities agreement to even further accelerate the pace of growth
and increase leverage over time.

LIQUIDITY

The liquidity profile of Cheplapharm pro-forma of the proposed
transaction will be solid. The company had approximately EUR46
million of cash on balance sheet at 31st March 2019 and will have
full access to the undrawn EUR310 million revolving credit facility
(pro-forma of the transaction Cheplapharm will fully repay its
RCF). Coupled with a solid operating cash flow generation (pre
working capital) this should be more than sufficient to fund modest
cash uses mainly consisting of working capital and capex. Moody's
would expect Cheplapharm to use its strong liquidity position to
grow its business through further product acquisitions.

STRUCTURAL CONSIDERATIONS

The pro-forma capital structure of Cheplapharm will mainly consist
of senior secured bank debt. The term loan amounting to EUR980
million and the EUR310 million RCF will rank pari passu and be
secured over the same security package. There are certain operating
subsidiaries of Cheplapharm Arzneimittel GmbH, which are outside of
the restricted group. Under the senior facilities agreement,
Cheplapharm can give up to EUR10 million guarantees to these
non-restricted subsidiaries, which it has added to its  Moody's
adjusted debt.

Moody's has also included in its adjusted debt a shareholder loan
where Cheplapharm can elect to pay interest in cash to ita adjusted
debt. The shareholder loan also offers some loss absorption in a
default scenario hence it has included it in its  waterfall. The
small size of this instrument (~EUR32 million) does not lead to an
uplift of the senior secured instrument ratings from the corporate
family ratings.

Moody's has used a family recovery rate of 50% despite an all bank
debt structure due to the covenant lite package offered to
lenders.

WHAT COULD CHANGE THE RATING UP / DOWN

Positive rating pressure is not considered in the short term.
Positive pressure would build if leverage as measured by
Debt/EBITDA would drop towards 3.5x. A higher rating would also
require a further diversification of the group's portfolio of drugs
coupled with an increase in size of the company.

Negative pressure would build if leverage as measured by pro forma
debt/EBITDA would increase sustainably above 4.5x, or if reported
debt/EBITDA would remain sustainably above 5.0x (estimated at 5.5x
as per 31st December 2018). The continued rapid pace of
acquisitions raises the question whether Cheplapharm will ever
achieve a reported leverage that would get closer to the pro forma
leverage hence its approach to monitor leverage both on a pro forma
and reported basis. A deterioration in the group's profitability
with EBITDA margins to drop materially and sustainably below 45%
could lead to negative pressure on the rating. Beyond quantitative
factors any delay in marketing authorization transfers or sharp
deterioration in the profitability of products post TSA period
indicating that Cheplapharm is not running its business model
effectively could lead to negative rating pressure. A deterioration
of the group's liquidity profile could also exert negative pressure
on the ratings.


EO TELEVISION: Munich Court Opens Insolvency Proceedings
--------------------------------------------------------
Jorn Krieger at Broadband TV News reports that German free-to-air
TV channel European Originals TV (eoTV) is in receivership.

The District Court of Munich opened insolvency proceedings against
the assets of operating company EO Television GmbH, according to a
declaration by the court, Broadband TV News relates.  

Munich-based solicitor Henrik Brandenburg has been appointed
insolvency administrator, Broadband TV News discloses.

According to Broadband TV News, the channel will continue
broadcasting for the time being, eoTV founder Juergen Hoerner told
industry portal DWDL, adding that the insolvency administrator is
in talks with potential investors.




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H U N G A R Y
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MKB BANK: Moody's Hikes Long-Term Deposit Ratings to 'B1'
---------------------------------------------------------
Moody's Investors Service has upgraded to B1 from B2 the long-term
local and foreign-currency deposit ratings of MKB Bank Zrt.
Concurrently, the bank's baseline credit assessment (BCA) and its
adjusted BCA were upgraded to b3 from caa1 and long-term
Counterparty Risk Ratings (CRRs) were upgraded to Ba3 from B1 and
its long-term Counterparty Risk Assessment (CRA) was upgraded to
Ba3(cr) from B1(cr). The outlook on the bank's long-term deposit
ratings has been changed to positive from stable. MKB's short-term
Not Prime deposit ratings and CRRs and Not Prime(cr)CRA have been
affirmed.

According to Moody's, the upgrade of MKB's ratings reflects the
continued restructuring of the bank in preparation for its intended
initial public offering towards year-end 2019, evidenced primarily
by strengthening of its solvency through ongoing reduction in
problem loans and rising capital buffers.

RATINGS RATIONALE

STRENGTHENING OF SOLVENCY LED TO UPGRADE OF THE LONG-TERM DEPOSIT
RATINGS

The upgrade of MKB's long-term deposit ratings to B1 from B2 was
driven by: (1) the upgrade of the bank's BCA to b3 from caa1; (2)
maintaining two notches of rating uplift for deposit ratings from
Moody's Advanced Loss Given Failure (LGF) analysis; and (3) no
rating uplift from government support.

The upgrade of MKB's BCA reflects the reduced risks to the bank's
solvency owing to improvements in asset quality and profitability,
which in turn led to stronger capital buffers. The ratio of problem
loans to gross loans declined to 8.8% in December 2018 from 30.1%
in December 2015 while the coverage ratio improved significantly to
83% as of year-end 2018 from 72% as of December 2017. The rating
agency expects further improvement in the bank's asset quality
reflecting MKB's resumed loan growth and the positive macroeconomic
environment in Hungary. Moody's expects GDP growth of 3.8% for 2019
above the 1.6% average for euro area countries.

MKB's capital buffers also strengthened, mainly owing to the bank's
internal capital generation and modest asset growth. The bank
reported a Tier 1 ratio of 14.86% and total Capital Adequacy ratio
of 17.9% as of December 2018, up from 13.33% and 15.73%
respectively, the year before. MKB's return on average assets rose
to 1.27% in 2018 from 0.92% in 2017, mainly owing to rising net
interest income supported by the growth in gross loans in 2018
following years of reduction, as well as reversals of previously
provisioned amounts. However, a high portion of MKB's income is
from market relates gains, a less stable and lower quality source
of income. Moody's expects the bank's profitability to be pressured
over the next year owing to rising credit costs and persistently
high operational costs.

MKB's ratings upgrade also incorporates the bank's high reliance on
deposits from local corporates which are more confidence sensitive
and Moody's considers to be a less stable funding source. As of
December 2018, corporate deposits accounted for 76% of total
deposits down from 80% the year before. Total customer deposits
declined by 11% over 2018, because of a decline in corporate
deposits, in line with MKB Bank's strategic focus in the retail
segment and the targets agreed with the European authorities under
the bank's restructuring plan.

POSITIVE RATING OUTLOOK REFLECTS EXPECTATION OF SUCCESSFUL
COMPLETION OF RESTRUCTURING

The positive outlook on MKB's deposit ratings is driven by Moody's
expectation of further improvement in the bank's financial
performance mainly, better asset quality and higher capital. The
positive outlook also incorporates the rating agency's expectation
that MKB will successfully complete its restructuring plan and
public listing by year end as agreed with the European authorities
and continue to strengthen its franchise and improve its financial
and credit risk profile.

WHAT COULD MOVE THE RATINGS UP/DOWN

As indicated by the positive outlook, further improvements of the
bank's standalone risk profile could result in an upgrade of its
BCA and therefore its long-term deposit ratings. Further, a change
in the bank's liability structure, increasing the loss absorbing
buffer for depositors which will increase the uplift provided by
Moody's Advanced LGF analysis could result in an upgrade of the
deposit ratings.

The BCA could be upgraded owing to further reduction in problem
loans and higher capital buffers, and the successful delivery on
all milestones set under the bank's restructuring plan and a track
record of successful implementation of its strategic plan which
will strengthen its franchise and provide for sustained recurring
earnings.

Downward rating pressure could emerge if the bank's asset quality,
liquidity and capital adequacy deteriorate significantly. Further,
a change in the bank's liability structure reducing the loss
absorption buffers for depositors could result in a downgrade of
the deposit ratings.

LIST OF AFFECTED RATINGS

Issuer: MKB Bank Zrt.

Upgrades:

Adjusted Baseline Credit Assessment, upgraded to b3 from caa1;

Baseline Credit Assessment, upgraded to b3 from caa1;

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

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

Long-term Bank Deposits (Local & Foreign Currency), upgraded to B1
Positive from B2 Stable

Affirmations:

Short-term deposit ratings, affirmed Not-Prime

Short-term Counterparty Risk Ratings affirmed Not-Prime

Short-term Counterparty Risk Assessment affirmed Not-Prime(cr)

Outlook Action:

Outlook changed to positive from stable




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I T A L Y
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ASSICURATRICE MILANESE: Fitch Gives 'BB+' LT IDR, Outlook Negative
------------------------------------------------------------------
Fitch Ratings has assigned Italian-based Assicuratrice Milanese SpA
- Compagnia di Assicurazioni an Insurer Financial Strength Rating
of 'BBB-' (Good) and a Long-Term Issuer Default Rating of 'BB+'.
The Outlooks are Negative.

KEY RATING DRIVERS

Milanese's ratings reflect the company's small scale and franchise
compared with larger, more diversified insurers in Italy and its
high dependence on reinsurance. These elements are offset by
Milanese's strong capitalisation and financial performance and
earnings.

Fitch assesses Milanese's business profile as less favourable in
comparison with the Italian insurance sector as a whole. Milanese
is a small Italian non-life insurer that targets niche businesses
such as medical malpractice. In 2018, the company has EUR42 million
in equity and wrote EUR62 million in gross premiums. Two lines of
business, i.e. general liability and motor third-party liability,
contributed roughly 75% to the business volume. Milanese's limited
diversification and a weak competitive position outside of its core
business constrain its rating.

Fitch assesses the reinsurance coverage of Milanese as adequate for
its rating. The company has substantially increased its reinsurance
protection over the last two years, pushing its reinsurance
utilisation ratio to a high level of 51% in 2018. However, Fitch
believes that Milanese's high usage of reinsurance is commensurate
with the risks the company assumes and helps to mitigate cluster
risk.

Fitch views the investment and liquidity risk of Milanese as
moderate for its rating. The company holds a highly liquid
portfolio with approximately half of it invested in cash or term
deposits with local Italian banks, some of which are of smaller
scale and franchise. Milanese's exposure to Italian sovereign debt
is lower than the average for Italian insurers, but still
significant at 0.5x shareholders' equity. Additionally, 20% of the
investment portfolio is invested in Italian real estate. Fitch
views the exposure to real estate assets as high, but manageable
and of reasonable quality.

Fitch considers Milanese's capitalisation strong for its ratings.
This assessment is reflected in Fitch's Prism FBM score of
'Extremely Strong' as of end-2018. Milanese's Solvency II ratio,
calculated according to the standard formula, was also strong at
190% as of end-2018. The company has no financial debt, which Fitch
views as credit positive.

Fitch assesses Milanese's reserve adequacy as commensurate with its
ratings. The company has a strong track record of positive reserve
movements in the general liability business. However, in the motor
third-party liability business, reserve strengthening for older
vintages has been necessary over the last couple of years. Fitch
expects Milanese to maintain adequate reserve levels across the
whole portfolio.

RATING SENSITIVITIES

Milanese's ratings would be downgraded if Italy was downgraded as
the company is solely active in Italy and has non-negligible
investments in Italian government debt and high exposure to local
Italian banks.

Milanese's ratings could also be downgraded if its reinsurance
coverage was disrupted, leading to a substantial deterioration of
its capital position evidenced by a Solvency II coverage ratio of
less than 140%.

Milanese's Outlook could be revised to Stable if the Outlook on
Italy was revised to Stable.

Milanese's ratings could be upgraded if the company significantly
improved its business profile through profitable growth and higher
diversification. However, Fitch views this as unlikely in the short
term.


BANCO BPM: Moody's Affirms Ba2 Sr. Unsecured Debt Ratings
---------------------------------------------------------
Moody's Investors Service upgraded the long-term deposit ratings of
Banco BPM S.p.A. to Baa3 from Ba1 and affirmed its long-term senior
unsecured debt ratings at Ba2. Moody's also upgraded the bank's
standalone baseline credit assessment to ba3 from b1. The outlook
on the long-term deposit ratings remains stable, and the outlook on
the senior unsecured debt ratings remains negative.

RATINGS RATIONALE

BCA

The upgrade of Banco BPM's BCA primarily reflects the bank's
improved asset quality following its significant recent de-risking
actions. Banco BPM has implemented the disposal and securitisation
of gross problem loans worth almost EUR13 billion in 2018. By doing
so, Banco BPM's pro-forma problem loans ratio decreased to 9.9% as
of end-March 2019, including the disposal of EUR650 million of
leasing exposures to be finalized in the next few months, compared
to 21% at end-2017. Despite this significant improvement, Banco
BPM's problem loan ratio remains much higher than the European
Union average (of just above 3.2%), according to the European
Banking Authority's recently published data, and the bank is likely
to take additional steps to further improve its asset risk.

The BCA of ba3 incorporates Moody's view that Banco BPM's
capitalization remains moderate. While the bank reported a
relatively strong phased-in CET1 ratio of 13.7% at end-March 2019,
some 4.4 percentage points above its ECB requirement, the same
ratio is a more modest at 11.8% if adjusted for future
developments. This adjusted CET1 ratio reflects the full
anticipated impact of IFRS 9; it also includes the benefit
estimated by the bank at around 80 basis points from the
reorganisation of its consumer credit business, which includes the
transfer of the group's ProFamily captive business for EUR310
million to consumer finance company Agos Ducato, in which Banco BPM
holds a 39% share.

The BCA also reflects Moody's view that Banco BPM's profitability
is still weak. The bank reported a net loss of EUR59 million in
2018, primarily driven by over EUR700 million loan losses related
to the disposal of large amount of bad loans. In the first quarter
of 2019, Banco BPM posted a net profit of EUR150 million, but
Moody's expects the bank's profitability to remain weak in the
medium term as cost-cutting measures are offset to some degree by a
continued weak operating environment.

At end-March 2019, Banco BPM had drawn over EUR21 billion of ECB
TLTRO funding, equivalent to almost 13% of total assets, higher
than that of most international and domestic peers. Although this
borrowing benefits the income statement given its attractive terms,
such extensive use also flags weaknesses in the bank's core
profitability and funding profiles.

LONG-TERM SENIOR UNSECURED AND DEPOSIT RATINGS

The upgrade in Banco BPM's BCA drove the upgrades in the bank's
long-term deposit ratings and counterparty risk ratings to Baa3
from Ba1, both of which the agency considers to face extremely low
loss-given-failure given the substantial protection afforded to
them by more junior liabilities. Meanwhile, the volume of long-term
senior unsecured debt has declined sharply to a level consistent
with moderate loss-given-failure, but the rating agency anticipates
that renewed issuance of senior bonds in both the public and
private markets will likely reverse this decline. For these reasons
Moody's affirmed the senior unsecured debt rating of Ba2, one notch
above the bank's BCA.

Notwithstanding the bank's position as the third largest lender in
Italy, given its more modest market position compared to the
country's two largest banks, Moody's assumes a low likelihood of
government support for Banco BPM, resulting in no further uplift to
the long-term unsecured debt and deposit ratings.

OUTLOOKS

The outlook on Banco BPM's long-term deposit ratings remains
stable, reflecting Moody's expectation that the bank's financial
profile of the bank will remain broadly unchanged in the next 12 to
18 months, with a more gradual reduction in problem loans, stable
capital, and modest profitability.

The outlook on the senior unsecured rating is negative. As noted
above, Moody's expects Banco BPM to be a net issuer of senior
unsecured debt over the next year, which underpin the one notch
uplift from the bank's BCA. Nevertheless, the bank's targets are
subject to market conditions and the outlook reflects the
possibility that they may not be met, leading to a more durable
reduction in the stock of this debt which would thus bear higher
risk.

WHAT COULD MOVE THE RATINGS UP/DOWN

The standalone BCA of Banco BPM could be upgraded if the group were
to achieve a further material reduction in the stock of problem
loans while improving profit generation capacity and capital. An
upgrade of the BCA would likely result in upgrades of all ratings.

A downgrade of the BCA would prompt a downgrade of all ratings.
This could be triggered by a sudden deterioration in the bank's
asset risk or by material reported losses. Any deterioration in the
bank's liquidity profile could also result in a downgrade of the
BCA.

The senior unsecured/issuer rating would likely be downgraded if
the bank failed to meet its target to be a net issuer over the next
year.

FULL LIST OF AFFECTED RATINGS

Issuer: Banco BPM S.p.A.

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to ba3 from b1

Baseline Credit Assessment, Upgraded to ba3 from b1

Long-term Counterparty Risk Assessment, Upgraded to Baa3(cr) from
Ba1(cr)

Short-term Counterparty Risk Assessment, Upgraded to P-3(cr) from
NP(cr)

Long-term Counterparty Risk Rating , Upgraded to Baa3 from Ba1

Short-term Counterparty Risk Rating, Upgraded to P-3 from NP

Subordinate Medium-Term Note Program, Upgraded to (P)B1 from
(P)B2

Pref. Stock Non-cumulative, Upgraded to B3 (hyb) from Caa1 (hyb)

Subordinate Regular Bond/Debenture, Upgraded to B1 from B2

Long-term Bank Deposits, Upgraded to Baa3 from Ba1, Outlook
Remains Stable

Short-term Bank Deposits, Upgraded to P-3 from NP

Affirmations:

Long-term Issuer Rating, Affirmed Ba2, Outlook Remains Negative

Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba2

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Outlook
Remains Negative

Outlook Action:

Outlook Remains Stable(m)

Issuer: Banco Popolare Societa Cooperativa

Upgrades:

Pref. Stock Non-cumulative, Upgraded to B3 (hyb) from Caa1 (hyb)

Subordinate Regular Bond/Debenture, Upgraded to B1 from B2

Affirmations:

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Outlook
Remains Negative

Outlook Action:

No Outlook assigned

Issuer: Banca Popolare di Milano S.C. a r.l.

Upgrades:

Subordinate Regular Bond/Debenture, Upgraded to B1 from B2

Outlook Action:

No Outlook assigned

Issuer: Banca Italease S.p.A.

Affirmations:

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Outlook
Remains Negative

Outlook Action:

  No Outlook assigned


DECO 2014: Fitch Lowers EUR21.9MM Class E Notes Rating to 'B+sf'
----------------------------------------------------------------
Fitch Ratings has downgraded DECO 2014 - GONDOLA S.R.L.'s class D
and E notes due 2026 as follows:

  EUR14.7 million Class C (IT0005030801) affirmed at
  'A+sf'; Outlook Stable

  EUR52 million Class D (IT0005030827) downgraded to 'A-sf'
  from 'A+sf'; Outlook Negative

  EUR21.9 million Class E (IT0005030835) downgraded to
  'B+sf' from 'BB+sf'; Outlook Stable

DECO 2014 - GONDOLA S.R.L. closed in 2014 as a securitisation of
three commercial mortgage loans with an original balance of EUR355
million. The loans were granted by Deutsche Bank AG (BBB+/Negative)
to two Italian closed-end real estate funds and two
cross-collateralised Italian limited-liability companies. All
assets are located in Italy and ultimately owned by the borrowers'
common sponsor, Blackstone. Two loans have been redeemed, leaving
only the Delphine loan, which is secured on the RCS office in Milan
and the fully vacant Parco di Medici office in the conurbation of
Rome.

KEY RATING DRIVERS

The RCS property is awaiting legal arbitration regarding a dispute
over the purchase price struck in the sale-and-leaseback
transaction. Noteholders have supported an extension of the loan by
two years to give the borrower time to fight the case brought
against it. The previous owner (and partial tenant), RCS Media
Group, claims the purchase was 'below-market price', enabled by the
financial distress in which it found itself in at that time. The
case, which is being heard in Italy, is currently ongoing with no
visibility as to when it may be resolved.

There is a wide range of possible outcomes. The most favourable for
the borrower would be for the complaint to be quashed. Based on the
valuation report produced at the time and broader contemporaneous
market data, such an outcome does not appear implausible to Fitch,
and should allow the borrower to resume efforts to sell the RCS
property. A sale to Allianz for significantly in excess of the
original purchase price had reportedly reached an advance stage,
before being scuppered by the dispute arising.

Fitch would expect sale proceeds to be sufficient to redeem the
loan. However, despite the loan failing to repay at maturity, as
part of the subsequent loan restructuring that extended the
maturity, the release pricing regime was not brought to an end (as
would have occurred had the loan instead defaulted, locking up all
collateral value as credit recoveries). Consequently, even if a
favourable outcome is passed for the borrower, a sum far lower than
the property value could be paid to noteholders.

This creditor decision extends the class E notes' reliance on the
struggling Parco di Medici property. Having fallen vacant since
Fitch's last rating action, this property subsequently suffered a
major downward revaluation (from EUR49.1 million to EUR31.5
million), adding to previous declines that sum up to more than 45%
of reported value being lost in just under three years. By itself,
this recent decline is sufficiently severe to cause the downgrade
of the class E notes.

The difficulties faced by Parco di Medici also contribute to the
downgrade of the class D notes, although the primary driver stems
from the risk of an adverse verdict for the borrower being reached
at arbitration. Fitch cannot rule out a full reversal of the
original transaction, with the purchase price of some EUR120
million being returned to the borrower in exchange for title to the
property passing back to RCS Media Group. Alone, this would be
credit positive, but Fitch understands that RCS Media Group is also
seeking payment of all the rent earned by the borrower since the
acquisition. Fitch currently calculates cumulative rent of
approximately EUR47 million, although this figure will increase the
longer the case remains unresolved.

While even in these credit adverse circumstances it would not seem
implausible that rent demanded back would be net of costs the
borrower has borne holding the property, other factors not known to
Fitch could also contribute costs and delays, and this uncertainty
is reflected in the downgrade of the class D notes and the Negative
Outlook.

With all amortisation proceeds being paid sequentially to the class
C notes, the thinness of the tranche is consistent with the
affirmation.

RATING SENSITIVITIES

Should the dispute settle in favour of the borrower, the Outlook on
the class D notes would be expected to return to Stable. An
unfavourable outcome or lack of progress with respect to the
arbitration and further value declines for Parco di Medici could
lead to negative rating action on the class D and E 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

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

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.


[*] ITALY: Plans to Launch Comprehensive Spending Review
--------------------------------------------------------
Davide Ghiglione at The Financial Times reports that the Italian
government has told the European Commission that it plans to launch
"a comprehensive plan of spending review and revenue enhancement"
in a bid to avert a row over the country's mounting debts.

Brussels wrote to Rome on May 29, expressing concern about its
budget forecasts and warning the Italian government against its
attempts to expand Italy's budget, the FT relates.

Earlier this week, Matteo Salvini, Italy's deputy prime minister
and leader of the anti-immigration League party, called for a
"fiscal shock" to boost growth, reigniting the stand-off with
Brussels which had been suspended late last year when the two sides
struck an agreement, the FT discloses.

Brussels, the FT says, is poised to revive the disciplinary process
against Italy should the government fail to convince the commission
it is taking sufficient measures -- such as cutting spending and
raising taxes -- to bring down a debt burden which is the second
highest in the eurozone after Greece.

Rome wrote to the commission on May 31 to respond to its latest
budget warning, the FT relays.  According to the FT, Giovanni Tria,
Italy's economy minister, told Brussels that "in preparation for
the draft budgetary plan 2020 and in light of updated macroeconomic
projections, the government is working on a comprehensive plan of
spending review and revenue enhancement."

"We recognize that in principle a higher primary surplus would be
necessary in order to put the debt ratio on a clear downward path,"
Mr Tria also wrote.  "The question, however, is the timing and
extent of the adjustment.  The drop in global trade and
manufacturing activity in the second half of 2018 was abrupt and
deeper than expected, raising the difficulty of promptly
introducing offsetting measures.  At any rate, given continuing
high unemployment and near-deflationary conditions, the
introduction of restrictive fiscal measures would have been
counter-productive."




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

SAPHILUX SARL: Moody's Alters Outlook on B3 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has affirmed the B3 Corporate Family
rating and B2-PD Probability of Default Rating of Saphilux S.a.r.l.
(IQ-EQ formerly known as SGG) and at the same time changed the
outlook to negative from stable. Concurrently, Moody's has affirmed
the B2 instrument ratings assigned to the EUR583 million senior
secured term loan B, the EUR30 million senior secured acquisition
facility, and the EUR50 million senior secured revolving credit
facility.

Outlook Actions:

Issuer: Saphilux S.a.r.l.

Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Saphilux S.a.r.l.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility, Affirmed B2 (LGD3 from LGD4)

RATINGS RATIONALE

The B3 CFR reflects IQ-EQ's (i) resilient business in a fragmented
market; although the historical financial performance is heavily
influenced by rapid growth from acquisitions, the sector appears to
be relatively stable through the cycle; (ii) a well-diversified
customer base with long-standing relationships; (iii) strong cash
conversion due to high margins and low capex, and; (iv)
long-standing customer relationships and high switching costs
resulting in 90% recurring revenues.

IQ-EQ has via the acquisitions significantly increased scale and is
now amongst the top four providers in the Trust & Corporate
Services market. The transaction almost tripled revenues and allows
for cost reductions and synergies. Although it acknowledges IQ-EQ
being successful in integrating bolt-on acquisitions continuously,
the most recent transaction are significantly larger in size and
thus incur higher execution risks. The last year was therefore
transformational to IQ-EQ with expected ongoing effects at least in
the next twelve month to integrate the acquisitions.

The change of the outlook to negative from stable reflects the
weakened financial metrics as a result of five debt-funded
acquisitions in 2018 and slowed market growth leading to a very
high Moody's adjusted debt/EBITDA of 9.7x in the last twelve month
ended in March, which is below the requirements for the current
rating category and compares to its initial expectation of 8.3x at
the time of its last credit opinion. In total 2.5x is represented
by subordinated shareholder loans which do not comply with Moody's
requirement for equity treatment, thus leverage excluding the
shareholder loans is at still elevated 7.2x. The negative outlook
reflects the uncertainty, if the company will sufficiently improve
the operating performance and credit metrics back towards the
requirements for the current rating category over the next
quarters.

IQ-EQ's EBITA margins will remain under pressure during the
transformation, resulting from the integration costs as well as
ongoing competitive pressure in the slower growing market. The
company has identified and actioned significant synergies, but
further investments in senior staff in Operations and Technology to
support future growth as well as the rebranding to IQ-EQ from SGG
combined with several integration and relocation driven costs will
offset these benefits in 2019. Based on the margin pressure,
Moody's-adjusted debt/EBITDA will remain above 9x (6.5x excluding
shareholders loans) in the next twelve month, albeit it expects
some deleveraging.

The negative outlook also reflects the dampened market growth with
fewer structures being set up and with transactional volumes being
at subdued levels. This is due to a number of factors, including
the unstable equity markets and the ongoing uncertainty about
Brexit. Additionally, there is some structural attrition from
clients in Luxembourg and the Netherlands as a result of the base
erosion and profit shifting actions, which represent the inherent
regulatory and legal risk in the business model. From a cash flow
perspective, the several acquisitions of the company will lead to
elevated cash outflows of deferred considerations in 2019 and
2020.

Liquidity Analysis

Moody's views the liquidity profile of IQ-EQ as adequate based on
(i) strong operating cash flow which covers all planned needs
including extraordinary capex; (ii) EUR38 million cash balance as
of March 2019; (iii) EUR50 million 6-year RCF with a springing
covenant unlikely to be breached, and; (iv) no debt maturities
until 2024. Excluding acquisition related payouts, Moody's expects
that the company will generate at least break-even free cash flows
going forward.

Structural Considerations

IQ-EQ's capital structure comprises a EUR583 million 1st Lien term
loan which ranks pari passu with a EUR50 million revolver and EUR31
million acquisition facility (all rated B2), a EUR99 million 2nd
Lien term loan (unrated) and EUR289 million subordinated
shareholder loan (including capitalized interest) which it has
considered debt because it does not comply with the requirements
for equity treatment under Moody's hybrid methodology.

Using Moody's Loss Given Default methodology, the probability of
default rating is one notch above the CFR. This is based on a 35%
recovery rate, reflecting the combination of weak financial
covenants and the presence of a deeply subordinated debt, which
does not pay cash interest. The senior term loan, acquisition
facility and RCF rank pari passu and carry the same B2 rating, one
notch above the CFR, reflecting their priority relative to the 2nd
lien and shareholder loans.

Outlook

The negative outlook reflects the uncertainty, that leverage will
remain below the requirements for the current rating category,
considering that operating performance improvements driven by
acquisition synergies are offset by capitalized interest from the
shareholder loans. It also reflects the integration risks as well
as the lower expected market growth.

What Could Change the Rating Up/Down

The outlook can be stabilized in case of a faster than expected
integration of the acquisitions evidenced by a meaningful uptick in
revenue and margins so that Moody's-adjusted debt/EBITDA moves
sustainably to 8x while free cash flow remains positive and
complemented by a strong liquidity.

Conversely to avoid a downgrade, the company will need to
demonstrate over the coming month progress through sequential
EBITA-improvements and limited customer attrition. Moreover, any
signs of weakening liquidity would likely result in a downgrade.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

IQ-EQ, formerly known as SGG, is one of the largest independent
fund and corporate services providers globally. Headquartered in
Luxembourg, it has also developed a strong market presence in the
Netherlands, Mauritius, France, UK, the Crown Dependencies,
Belgium, Singapore and Hong Kong. IQ-EQ provides a comprehensive
range of value-added services and tailored solutions for funds,
corporates and private clients with pro forma revenues of EUR305
million in the last twelve month ended in March 2019 with an
Moody's adjusted EBITDA of EUR113 million.



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

EPP FINANCE: S&P Alters Outlook to Stable & Affirms 'BB' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on EPP Finance B.V. to
stable from positive and affirmed its 'BB' ratings.

S&P said, "The outlook revision follows EPP's last 12 months of
operations, which led to slower leverage reduction than we
initially anticipated and therefore did not outperform our
base-case assumptions. This is because of slower office disposals
and equity increases that were materially lower than we assumed
under our previous outlook scenario. We continue to expect EPP can
maintain a ratio of debt to debt plus equity in the 54%-56% range,
but no longer believe it likely to move closer to 50% in the next
12 months."

EPP's strategy remains unchanged. It still intends to become a
leader in the retail property market of major Polish cities, with
19 shopping centers worth EUR2.2 billion as of Dec. 31, 2018, and
to divest its office portfolio. That said, EPP will likely take
longer to dispose of its office assets than S&P initially
anticipated. S&P said, "As of Dec. 31, 2018, no disposals were
completed, compared with our previous expectation of around EUR100
million of sale proceeds. We currently estimate that the company
will sell more than half of its current EUR316 million office
portfolio in 2019-2020, and not the whole portfolio by 2020 as
initially expected. This would release equity of around EUR100
million in 2019-2020."

At the same time, EPP has not raised meaningfully more equity than
anticipated. S&P said, "The company raised EUR160 million in 2018
and EUR90 million in first-half 2019, which are close to our
initial expectations. We anticipate that further asset disposals or
new equity issues will provide no more than EUR90 million in 2020.
As a result, our adjusted debt-to-debt-plus-equity metric for EPP
was 55.5% at year-end 2018, translating into a reported gross
loan-to-value ratio of 52.8%. We forecast that it will stay in the
54%-56% range in 2019, against a reported gross loan-to-value ratio
of 51%-52%, which is higher than the 45%-50% commensurate with a
higher rating."

S&P said, "We acknowledge that EPP's medium-term financial policy
targets a 45% loan-to-value ratio, which translates into debt to
debt plus equity of 48%-49% after our adjustments. However, we
believe it will take more time or further equity injections for the
ratio to reach this level. At the same time, we expect EPP's
debt-to-EBITDA ratio to remain in the 9x-11x range and EBITDA
interest coverage at 3.1x-3.4x in the next two years."

The quality of EPP's shopping centers is sound, and all assets are
in catchment areas where purchasing power is higher than the Polish
average. Moreover, based on EPP's tested asset-management skills,
it has maintained a high occupancy ratio (more than 99% in the
retail segment versus 98% last year) and relatively long leases
(average of 4.8 years in the retail portfolio versus 5.3 years end
of 2017), which is especially positive in view of increasing
competition, including from e-commerce. S&P notes a slight
reduction in lease terms due to two acquisitions where average
leases were lower, but that EPP targets signing leases for a
minimum of five years.

S&P said, "We believe the Polish retail market still benefits from
positive economic trends that should continue to support EPP's
operations over 2019-2020. This includes sustained GDP growth (5.1%
in 2018 and 3.9% in 2019, compared with 4.8% in 2017), decreasing
unemployment (3.9% in 2018 and 2019, against 4.9% in 2017),
improving consumer spending, and resilient retailers' sales. We
also note that the Polish law banning almost all trade on Sundays
(except for food and beverage, and entertainment/leisure) had a
low-to-neutral impact on footfall and retailers' sales in 2018."

However, EPP's portfolio (EUR2.2 billion as of Dec 31, 2018) is
significantly smaller than that of higher-rated peers that also
focus on European retail markets, such as CPI Property Group S.A.
(EUR7.5 billion portfolio) or Atrium (EUR3.9 billion portfolio).
S&P expects EPP's property holding will increase to about EUR2.6
billion by June 2020 after the acquisition of all tranches of the
M1 portfolio.

S&P said, "EPP operates solely in Poland, where we believe barriers
to entry in the retail property segment are lower than in some
other European countries. Moreover, we view EPP as highly exposed
to local Polish retailers, which represent more than one-half of
its total income. We believe Polish retailers are more vulnerable
to the national and sometimes Central European economies than more
internationally diversified retailers.

"However, we understand that Polish fashion retailers are currently
performing relatively well, especially two large tenants LPP and
CCC, which are well established in Central Europe and represent
about 7% and 2% of EPP's rental income, respectively. We also
expect French retail Groupe Auchan to increase its share of EPP's
tenant base to about 15% from 9.3%, after the contemplated
acquisition of the M1 portfolio. Auchan's relatively high share of
EPP's tenant base, in our view, would create further concentration
risk in the portfolio.

"We view the retail property segment as more cyclical than
residential segment, especially since e-commerce accelerates
competition between retail owners, pushing them to adapt their
strategies to the evolving needs of consumers."

Outlook

S&P said, "The outlook is stable because we anticipate that EPP's
high-quality retail assets should continue generating at least
stable rental income in the coming years, thanks to increasing
consumption in Poland and high occupancy. We also anticipate that
EPP will fund its investments with a combination of equity and
debt, such that the S&P Global Ratings-adjusted ratio of debt to
debt plus equity stays below 55%, while its EBITDA interest
coverage ratio remains above 3.0x."

Downside scenario

S&P said, "We could consider a negative rating action if EPP's debt
leverage increased, with our adjusted debt-to-debt-plus-equity
ratio exceeding 60%, or if EBITDA interest coverage declined below
2.4x. This could follow higher-than-anticipated acquisitions, or
portfolio negative growth, for example.

"We could also lower the rating if EPP's liquidity deteriorated,
for example as a result of higher-than-anticipated shareholder
remuneration or investments.

"Although our base-case macroeconomic scenario for Poland supports
stable positive prospects for EPP's portfolio, we consider consumer
confidence in the country to be a principal operating risk for the
company."

Upside scenario

S&P could raise the rating if the adjusted debt-to-debt-plus-equity
ratio declines to the 45%-50% range, while the company maintains
EBITDA interest coverage above 3.0x. This could happen if the
company manages to implement equity increases and sell its offices
portfolio more rapidly than in its current business plan.

An upgrade would also depend on EPP's ability to continue
generating at least steady rental income growth on the back of
positive consumption trends in Poland and no deterioration in
operating performance or asset revaluation.


SPECIALTY CHEMICALS: S&P Affirms 'B+' LT Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on Specialty Chemicals International B.V.

S&P said, "We are raising to 'BB-' from 'B+' our issue rating on
its senior secured debt, following the recent repayment of EUR50
million, and revising up the recovery rating and expectations to
'2' (70%) from '3' (65%). The '2' recovery rating indicates our
expectation of substantial recovery (70%-90%; rounded estimate 70%)
in the event of a payment default.

"We expect Specialty Chemicals' credit metrics will further improve
in 2019-2020, thanks to continuous good operating performance. It
reported increased EBITDA, a higher EBITDA margin, and solid cash
flow generation in 2018, which we expect will continue, due to
positive fundamentals in its key markets. EBITDA for the 12 months
ended March 31, 2019, increased to about EUR220 million, in line
with our forecast for the full year. This follows adjusted EBITDA
(after restructuring costs) of about EUR214 million as of Dec. 31,
2018, based on preliminary results, which is about EUR10 million
higher than in 2017. In addition, we forecast that, in 2019-2020,
our adjusted EBITDA margin for the group will improve toward 10.5%,
from above 10.0% in 2018. As a result, we anticipate adjusted debt
to EBITDA to further improve to comfortably below 3x, compared with
about 3.1x at year-end 2018, and funds from operations (FFO) to
debt sustainably above 20% over that period."

Synergies from the merger and favorable market trends will support
a continuous increase in EBITDA. The improvements in EBITDA margin
were mainly thanks to synergies from the integration of Polynt with
Reichhold after the 2017 merger that formed Specialty Chemicals.
Cost savings have been greater than expected and were realized
ahead of schedule. For 2019-2020, S&P expects a slightly higher
EBITDA margin, owing to further synergies and declining
restructuring costs, which will more than compensate for potential
cost inflation. In addition, market demand for composites will
remain supportive, given the currently very low penetration rate in
key markets (



===========
N O R W A Y
===========

PGS ASA: Fitch Gives 'B+(EXP)' Rating to $525MM 1st Lien Loan
--------------------------------------------------------------
Fitch Ratings has assigned PGS ASA's (PGS; B-/Stable) expected
senior secured first-lien and second-lien instrument ratings of
'B+(EXP)'/'RR2'/81% and 'CCC(EXP)'/'RR6'/0%, respectively. The
assignment of final ratings is contingent upon receipt of final
documents conforming to the draft information already received.

PGS is planning to refinance its existing capital structure through
the issuance of (i) a USD525 million first-lien senior secured term
loan due 2024; (ii) a USD250 million first-lien senior secured
revolving credit facility due 2023, and (iii) USD150 million
second-lien senior secured notes due 2024. PGS is planning to repay
all outstanding debt with the exception of the super senior export
credit facility finally due in 2027. As a result of the transaction
the total amount of debt will remain broadly unchanged, but the
medium-term liquidity position will improve.

PGS is domiciled in Norway and is a leading global marine seismic
company with a market share of around 35%. The company currently
operates eight 3D seismic vessels, two of which are used
selectively as the market remains weak. In 2018, the company
generated USD544 million in EBITDA (as reported).

KEY RATING DRIVERS

Profitability Gradually Improving: PGS generated positive
(Fitch-defined) free cash flow over 2018 and met its main financial
target of becoming cash flow positive after debt service. Its funds
from operations margin (adjusted for investments in the library)
improved to 12.6% from 0% in 2017, in line with its expectations.
4Q18 results were particularly good. However, Fitch  expects only a
gradual market recovery, given the prolonged capital expenditure
discipline among O&G companies amid uncertainty over oil prices.

The company's 1Q19 results were relatively weak, with segment
EBITDA 27% lower than in 1Q18, which could have been the result of
low oil prices in 4Q18. Since the beginning of the year Brent has
rebounded to above USD70/bbl from USD50/bbl. Fitch expects an
improvement based on the order book rising 46% compared with the
previous quarter and pricing for marine contracts being over 35%
higher than the 2018 average, according to the management. This
supports Fitch's expectations that the company's performance will
moderately improve in 2019 and beyond.

Improving Ability to Deleverage: PGS's debt is high as a result of
the massive capital programme started when the market was strong.
Based on the 2018 numbers, the company's FFO adjusted net leverage
improved to 3.6x (assuming investments in the library are
capitalised and including capitalised operating leases) from 5.6x
in 2017, still in line with the 'B-' rating. Fitch forecasts show
net leverage improving to 3.0x and below from 2019 but absolute net
debt levels will not fall below USD600 million before end-2021.
However, given the volatile nature of the market, Fitch is
unlikely to consider positive rating action if an improvement in
leverage metrics is not accompanied by substantial debt reduction.


Commitment to Reduce Debt: PGS updated its financial policy to an
absolute amount of net debt (before lease adjustments) no higher
than USD500 million-USD600 million, compared with around USD1.1
billion at end-2018. Fitch views PGS identifying debt reduction as
one of its key financial priorities as positive, although its
ability to reduce debt will depend on market conditions to a
significant extent.

Premium Niche OFS Market Player: PGS is focused on marine seismic
data acquisition, where the company has a substantial market share
of about 35%. PGS is exposed to O&G companies' exploration budgets
in the offshore segment, which are sensitive to oil prices. The
company targets the premium end of the market as the higher number
of streamers per vessel and GeoStreamer technology translate into
better service quality and higher efficiency than for some of its
competitors. However, this premium position may not necessarily be
an advantage at the lowest point of the cycle, when some companies
reduce exploration spending to a bare minimum.

Multi-Client Business Smooths Volatility: PGS generates revenue
through three major channels: (i) Marine Contract, where data is
acquired based on a contract and the customer acquires exclusive
ownership of the data; (ii) MultiClient pre-funding, where the data
is sold to a group of customers but PGS retains the right to use it
in future; and (iii) MultiClient late sales, where PGS sells data
to customers from its seismic data library. The MultiClient
business is significantly less volatile than Marine Contract, and
provides some revenue stability in downturns. However, it requires
substantial investments to keep the library up to date.

More Flexible Business Model: PGS's response to the market downturn
has been less radical than that of some of its competitors, which
should benefit the company as the market recovers. PGS has stacked
some of its vessels, but the amount of active streamers (marine
cables used to relay data to the recording seismic vessel) has
remained broadly stable. Also, PGS has agreed to sell one of its
vessels to Japan Oil, Gas and Metals National Corporation (JOGMEC)
and has signed a long-term service agreement with the company.
However, PGS will continue to own most of the vessels it operates.
In addition, PGS has reduced its workforce, centralised some
functions and closed down some representative offices. This helped
reduce costs in 2018 and supports the margin improvement forecast
in its base case.

Slow Recovery Ahead: High spare capacity is likely to remain a
distinct feature of the marine seismic market over the next few
years, but Fitch expects a gradual recovery. O&G companies are
likely to start increasing exploration budgets in 2019 as many of
them have adjusted to USD50-60/bbl oil prices, although this may
change if oil prices subside from the current levels. The offshore
OFS sector may benefit from this recovery to a somewhat lesser
extent since full-cycle costs in deep offshore may be overall less
competitive than in onshore projects. Nevertheless, oil majors and
national oil companies continue to show an interest in offshore.

DERIVATION SUMMARY

PGS is a leading global marine seismic company with a market share
of around 35%. It is focused on the offshore segment of the market,
which disadvantages it versus more diversified peers and some other
oilfield services companies with exposure to both offshore and
onshore, eg Nabors Industries, Inc. (BB-/Stable).

PGS's leverage is high but should gradually fall as Fitch expects
the company to be FCF positive in the next few years due to
cost-cutting measures and a gradual market improvement. In 2018,
PGS's FFO adjusted net leverage decreased to 3.6x (5.6x at end
2017) - compared with 2.2x (6.1x for 2018F) for JSC Investgeoservis
(B-/Rating Watch Negative) and 4.9x for Anton Oilfield Services
Group (B/Stable). However, Fitch expect PGS's leverage to fall
below 3.0x in 2020.

KEY ASSUMPTIONS

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

  - Eight active 3D vessels, with two of them being utilised
    selectively during low season (1Q and 4Q)

  - Gradual market recovery in 2019 and beyond resulting in
    better utilisation and slightly higher rates

  - Gross cash costs re-set at around USD600 million in 2018
    vs USD690 million in 2017

  - Ramform Sterling sold to JOGMEC for USD103 million and
    replaced by Ramform Vanguard

  - No dividend payments

Recovery Assumptions:

  - Approach: Its recovery analysis assumes that PGS would be
liquidated rather than treated as a going concern, as Fitch
envisages that restructuring is more likely to focus on asset sales
(i.e. vessels, MultiClient library) rather than on the company
itself as a whole.

  - Valuation: PGS's liquidation value is assessed at USD1,105.8
million and is the sum of the balance sheet value of (i) property
and equipment adjusted for the sold vessel and discounted by 40%
(ii) the seismic library discounted by 40%, (iii) the value of
accounts receivable discounted by 50% and (iv) the full amount of
the restricted cash for service of the export credit facilities
(USD38.3 million). Fitch has assumed a 10% administrative claim.
All balance sheet values are as of end 2018.

  - Waterfall (Debt Ranking): The revolving credit facility (RCF)
ranks pari passu with the USD525 million first-lien term loan.
However, both the RCF and the first-lien term loan will be
subordinated to the super senior secured export credit facility
(outstanding as at end-2018: USD369 million). Fitch assumes the RCF
of USD250 million would be fully drawn upon default. The USD150
million second-lien notes would be subordinated to the first-lien
loan and the RCF.

  - Outcome: Recoveries for first-lien secured debtholders are
assessed in an instrument rating of 'B+(EXP)'/'RR2'/81% while
recoveries for second-lien secured notes debtholders are assessed
at 0%, corresponding to an instrument rating of
'CCC(EXP)'/'RR6'/0%.

RATING SENSITIVITIES

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

  - FFO adjusted net leverage (assuming investments in the
    multi-library are capitalised) consistently below 3.5x
    (2017: 5.6x, 2018E: 3.7x)

  - FFO margin (adjusted for investments in the library) broadly
    at or above 20% (2017: 0%, 2018E: 15.3%)

  - Consistently positive FCF leading to balance sheet debt
    stabilising at or falling below USD1 billion

  - Successful refinancing of major debt maturities 12-18
    months in advance, in accordance with the company's policy

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

  - Worsening liquidity

  - FFO margin (adjusted for investments in the library)
    consistently and materially below 5%

  - FFO adjusted net leverage (assuming investments in the
    multi-library are capitalised) consistently above 4.5x

LIQUIDITY

Satisfactory Liquidity: PGS's short-term liquidity is satisfactory,
and should improve following the refinancing. At the end of March
2019, PGS's short-term debt of USD51 million compares well with a
cash balance of USD90 million and an unutilised portion of the
committed RCF of USD115 million (falling due in 2020). In addition,
Fitch projects PGS should be able to generate positive FCF. Its
rating case shows PGS's credit metrics should remain comfortably
below the covenants under the RCF.

Following the refinancing, Fitch expects PGS's liquidity score for
2019 at 1.2, and for 2020 at 4.1 (assuming no further drawdown on
RCF or additional debt).

FULL LIST OF RATING ACTIONS

PGS ASA

  - USD525 million first-lien senior secured Loan:
    assigned 'B+(EXP)/RR2(EXP)/81%'

  - USD150 million second-lien senior secured notes:
    assigned 'CCC(EXP)/RR6(EXP)/0%'




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

AYT KUTXA II: S&P Raises Class C Notes Rating to B(sf)
------------------------------------------------------
S&P Global Ratings took various rating actions in AyT Kutxa
Hipotecario I, Fondo de Titulizacion de Activos and AyT Kutxa
Hipotecario II, Fondo de Titulizacion de Activos.

The rating actions follow the application of its relevant criteria
and its full analysis of the most recent transaction information
that S&P has received, and reflect the transactions' current
structural features.

S&P said, "The analytical framework in our revised structured
finance sovereign risk criteria assesses a security's ability to
withstand a sovereign default scenario. These criteria classify the
sensitivity of these transactions as low. Therefore, the highest
rating that we can assign to the tranches in both transactions is
six notches above the Spanish sovereign rating, or 'AAA (sf)', if
certain conditions are met.

"We have also applied our updated structured finance counterparty
criteria."

The counterparty risk in these transactions is related to the
guaranteed investment contract (GIC) account provider and swap
provider, Banco Santander S.A. (A/Stable/A-1). S&P said, "The GIC
account replacement language in both transactions is dynamic, based
on our current long-term rating on Banco Santander, which is in
line with our current counterparty criteria. Under our revised
counterparty criteria, our collateral assessment of the swap
counterparty downgrade language in AyT Kutxa Hipotecario I is
strong. Considering this and the current resolution counterparty
rating (RCR) on the swap provider, the maximum supported rating on
AyT Kutxa Hipotecario I's notes is 'AAA'. The swap downgrade
language in AyT Kutxa Hipotecario II is not commensurate with our
counterparty criteria and therefore the notes are delinked from the
swap counterparty. Consequently, our current counterparty criteria
do not constrain our ratings in AyT Kutxa Hipotecario II."

S&P's European residential loans criteria, as applicable to Spanish
residential loans, establish how its loan-level analysis
incorporates its current opinion of the local market outlook. S&P's
current outlook for the Spanish housing and mortgage markets, as
well as for the overall economy in Spain, is benign.

Below are the credit analysis results after applying S&P's European
residential loans criteria to these transactions.

  AyT Kutxa Hipotecario I

  Rating level     WAFF (%)    WALS (%)
  AAA                23.95        18.01
  AA                 16.26        13.15
  A                  12.31         6.86
  BBB                 9.13         4.17
  BB                  5.96         2.67
  B                   3.55         2.00

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

AyT Kutxa Hipotecario I's class A and B notes' credit enhancement
has increased to 17.1% and 9.39% from 16.91% and 9.2% at S&P's
previous review, respectively, although they have been amortizing
on a pro-rata basis. This is due to 90+ arrears including defaults
being at 1.08% and breaching the 1.00% trigger since January 2019
and the class C notes having not amortized since then. Therefore,
the class C notes' credit enhancement has remained stable at 3.60%
over the same period.

  AyT Kutxa Hipotecario II

  Rating level     WAFF (%)    WALS (%)
  AAA                 23.76       29.90
  AA                  16.16       24.77
  A                   12.23       17.03
  BBB                  9.09       12.97
  BB                   5.92       10.25
  B                    3.48        7.93

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

S&P said, "AyT Kutxa Hipotecario II 's class A, B, and C notes'
credit enhancement has increased to 23.0%, 10.16%, and 4.86%,
respectively, from 20.10%, 8.40%, and 3.60% at our previous review
due to the notes' amortization, which is sequential as the reserve
fund, although replenished since our previous review, is still at
79.85% of its required level.

"Following the application of our criteria, we have determined that
our assigned ratings on the classes of notes in these transactions
should be the lower of (i) the rating as capped by our sovereign
risk criteria; (ii) the rating as capped by our counterparty
criteria; and (iii) the rating that the class of notes can attain
under our European residential loans criteria.

"Our credit and cash flow results indicate that the available
credit enhancement for AyT Kutxa Hipotecario I's class A and B
notes is commensurate with 'AA+' and 'A' ratings, respectively. We
have therefore raised to 'AA+ (sf)' and 'A (sf)' from 'AA (sf)' and
'A- (sf)' our ratings on the class A and B notes, respectively. In
reviewing our rating on the class C notes, in addition to applying
our credit and cash flow analysis in line with our European
residential loans criteria, we have considered the tranche's stable
performance and unchanged credit enhancement since our previous
review. We have consequently affirmed our 'BB+ (sf)' rating on this
class of notes.

"Our credit and cash flow results indicate that credit enhancement
available for AyT Kutxa Hipotecario II's class B and C notes is
commensurate with higher ratings than those currently assigned. We
have therefore raised to 'A (sf)' and 'B (sf)' from 'A- (sf)' and
'CCC+ (sf)' our ratings on the class B and C notes, respectively.
In our view, payment of principal and interest on the class C notes
is no longer dependent upon favorable business, financial, or
economic conditions. At the same time, we have affirmed our 'AAA'
rating on the class A notes."

AyT Kutxa Hipotecario I and AyT Kutxa Hipotecario II are Spanish
RMBS transactions that closed in May 2006 and February 2007,
respectively.

  RATINGS RAISED

  AyT Kutxa Hipotecario I, Fondo de Titulizacion de Activos

                    Rating
  Class       To               From
  A           AA+ (sf)         AA (sf)
  B           A (sf)           A- (sf)

  AyT Kutxa Hipotecario II, Fondo de Titulizacion de Activos

                    Rating
  Class       To               From
  B           A (sf)           A- (sf)
  C           B (sf)           CCC+ (sf)

  RATINGS AFFIRMED

  AyT Kutxa Hipotecario I, Fondo de Titulizacion de Activos

  Class       Rating
  C           BB+ (sf)

  AyT Kutxa Hipotecario II, Fondo de Titulizacion de Activos

  Class       Rating
  A           AAA (sf)


CAIXABANK PYMES 9: Moody's Hikes EUR222MM Class B Notes to B3
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two tranches
and affirmed the rating of two tranches in two Spanish ABS-SME
deals:

Issuer: CAIXABANK PYMES 9, FONDO DE TITULIZACION

  EUR1628 million (current outstanding amount EUR1075.9
  million) Class A Notes, Upgraded to Aa1 (sf); previously
  on Mar 25, 2019 Upgraded to Aa2 (sf)

  EUR222 million Class B Notes, Upgraded to B3 (sf);
  previously on Mar 25, 2019 Upgraded to Caa1 (sf)

Issuer: CAIXABANK PYMES 10, FONDO DE TITULIZACION

  EUR2793 million (current outstanding amount EUR2439M) Class
  A Notes, Affirmed Aa2 (sf); previously on Nov 23, 2018
  Definitive Rating Assigned Aa2 (sf)

  EUR532 million Class B Notes, Affirmed Caa2 (sf);
  previously on Nov 23, 2018 Definitive Rating Assigned
  Caa2 (sf)

The two transactions are ABS backed by small to medium-sized
enterprise (ABS SME) loans located in Spain. CAIXABANK PYMES 9,
FONDO DE TITULIZACION and CAIXABANK PYMES 10, FONDO DE TITULIZACION
were originated by CaixaBank, S.A.

RATINGS RATIONALE

Moody's rating actions are prompted by the upgrade of CaixaBank,
S.A. deposit rating to A3 from Baa1. CaixaBank, S.A. acts as the
issuer account bank and servicer in CAIXABANK PYMES 9, FONDO DE
TITULIZACION and CAIXABANK PYMES 10, FONDO DE TITULIZACION.

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

Credit enhancement levels for Class A and B Notes in CAIXABANK
PYMES 9, FONDO DE TITULIZACION have increased to 23.6% and 6.5%
from 21.7% and 5.9% since last rating action in March 2019. In the
case of Class A Notes in CAIXABANK PYMES 10, FONDO DE TITULIZACION,
CE levels have increased to 23.2% from 20.7% since closing last
November 2018.

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 at 9.40% for CAIXABANK
PYMES 9, FONDO DE TITULIZACION and at 10.0% for CAIXABANK PYMES 10,
FONDO DE TITULIZACION. Recovery rate assumptions has been
maintained at 33% for CAIXABANK PYMES 9, FONDO DE TITULIZACION and
reduced to a fixed recovery rate assumption of 37% from stochastic
for CAIXABANK PYMES 10, FONDO DE TITULIZACION . The Portfolio
credit enhancement (PCE) has been maintained at 19% for CAIXABANK
PYMES 9, FONDO DE TITULIZACION and maintained at 20% for CAIXABANK
PYMES 10, FONDO DE TITULIZACION . Observed pool performance is in
line with expectations on CAIXABANK PYMES 9, FONDO DE TITULIZACION
while only one performance report was issued since closing on Nov
23 2018 for CAIXABANK PYMES 10, FONDO DE TITULIZACION.

Exposure to counterparties

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

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
recovery rate assumption of 45%.

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

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.


DEOLEO SA: S&P Alters Outlook to Negative on Refinancing Risk
-------------------------------------------------------------
S&P Global Ratings revised the outlook on Spanish olive oil bottler
Deoleo S.A. to negative from stable, and affirmed the 'CCC+'
long-term issuer rating. S&P affirmed the issue ratings on Deoleo's
EUR85 million RCF and EUR460 million first-lien notes at 'CCC+' and
on its EUR55 million second-lien notes at 'CCC-'.

S&P said, "We believe Deoleo has adequate funding to continue
operating its business and servicing its debt for the next 12
months. However, we note that the unsustainable capital structure
of Deoleo limits its headroom and renders the company increasingly
vulnerable to refinancing risk as the RCF maturity approaches.

"At year-end 2018, Deoleo had EUR615 million in outstanding debt
compared with forecast EBITDA of EUR17 million in 2019. We also
project the group will generate negative FOCF due to low EBITDA and
high interest payments. This is coupled with our forecast of above
15x adjusted debt to EBITDA in 2019 and 2020 and funds from
operations (FFO) cash interest coverage of below 2x over the same
period. We therefore consider the company's credit metrics very
weak, reflecting an unsustainable capital structure."

The company drew EUR60 million from its EUR85 million RCF in
first-quarter 2019--the maximum allowed before the financial
covenant test is activated. Furthermore, the company was able to
generate an additional EUR14 million of cash in first-quarter 2019,
thanks to good EBITDA generation and improvement in the management
of working capital. However, the RCF matures in June 2020, which
means Deoleo will have to maintain large cash balances and generate
internal cash flow to repay it.

S&P said, "In our base case, we forecast that EBITDA will rise to
EUR15 million-EUR20 million thanks to improving operating
performance. However, this remains very low compared with the EUR30
million-EUR40 million seen in 2016 and 2017

In 2019, the company will benefit from lower olive oil prices due
to a good harvest in Spain, in comparison with disappointing
harvests in other regions, especially Italy. This in turn should
lead to higher consumption in core markets and a slight market
share increase. In contrast, the company continues to suffer from
weak profitability in the U.S. and Italy due to high competitive
pressures and intense price competition. The U.S. operations remain
in turnaround mode after high local management turnover and
operational missteps. The company is pursuing a marketing strategy
to reinforce its brands, but S&P believes that the upside will be
only gradual and is unlikely to materialize in the short term.

S&P said, "The negative outlook reflects our view that Deoleo is
facing increasing refinancing risks as the maturity of its RCF
approaches and comes due in June 2020.

"We could lower the ratings after six months if we do not see
tangible signs of progress in the RCF extension or an equity
injection from the financial sponsor that would further support the
liquidity of the company.

"We could revise the outlook to stable if we have no liquidity or
refinancing concerns in the next 12 months. This could result from
a strong turnaround in the company's operating performance."


INSTITUTO VALENCIANO: S&P Alters Outlook to Stable & Affirms BB ICR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Spanish financial agency
Instituto Valenciano de Finanzas (IVF), to stable from positive. At
the same time, S&P affirmed its 'BB/B' long- and short-term issuer
credit ratings on IVF.

S& said, "The rating action follows our outlook revision on AC
Valencia. We see IVF as a government-related entity (GRE), and
consider that there is an almost certain likelihood that AC
Valencia would provide timely and sufficient extraordinary support
to IVF if needed. As a result, we equalize our ratings on IVF with
those on AC Valencia.

"We base our view of an almost certain likelihood of government
support on IVF's integral link with and critical role for AC
Valencia.

"AC Valencia owns and controls IVF. We understand that any change
in IVF's bylaws must be approved by AC Valencia, and that IVF
cannot be privatized without a change in its bylaws. We also
understand that, if IVF were dissolved, AC Valencia would
ultimately be liable for its obligations. Moreover, AC Valencia
provides a statutory guarantee for IVF's debt. We also think that,
due to the guarantee, the markets would perceive a default by IVF
as tantamount to a default by the region. However, AC Valencia's
strong involvement in IVF's management is a more salient rating
factor. The region appoints IVF's general director and the majority
of representatives on its supervisory board. IVF's president is
also the regional government's minister of finance. IVF receives
ongoing financial support from the regional government through
yearly operating and capital transfers as well as capital
injections to offset losses and cover maturing debt, when
necessary.

"We regard IVF's role as critical because it is AC Valencia's
financing agency, implementing the region's public credit policy by
providing loans to small and midsize enterprises and local
businesses. IVF has a very specific business model and strategy
compared with that of commercial banks because it acts on behalf of
AC Valencia, which is why we think a private entity could not
easily take on IVF's role. AC Valencia took over the responsibility
for managing its own debt from IVF in 2019, but this does not
diminish IVF's role for AC Valencia, in our view."

The stable outlook on IVF mirrors that on AC Valencia.

S&P said, "We could upgrade IVF if we upgraded AC Valencia and
still see an almost certain likelihood of support for IVF from AC
Valencia.

"We could downgrade IVF if we took the same action on AC Valencia,
or if we concluded that the likelihood of support from Valencia to
IVF had weakened."



MADRID RMBS I: S&P Affirms CCC- Rating on Class E Notes
-------------------------------------------------------
S&P Global Ratings raised its credit ratings on MADRID RMBS I,
Fondo de Titulizacion de Activos' class A2, B, C, and D notes. At
the same time, S&P affirmed its rating on the class E notes.

S&P said, "The rating actions follow the implementation of our
revised structured finance sovereign risk criteria. They also
reflect our full analysis of the most recent transaction
information that we have received and the transaction's current
structural features.

"Upon revising our structured finance sovereign risk criteria on
Jan. 30, 2019, we placed our rating on the class A2 notes under
criteria observation. Following our review of the transaction's
performance and the application of our structured finance sovereign
risk criteria, our rating on these notes is no longer under
criteria observation.

"The analytical framework in our revised structured finance
sovereign risk criteria assesses the ability of a security to
withstand a sovereign default scenario. These criteria classify the
sensitivity of this transaction as low. Therefore, the highest
rating that we can assign to the tranches in this transaction is
six notches above the unsolicited Spanish sovereign rating, or 'AAA
(sf)', if certain conditions are met.

"Under our previous criteria, we could rate the senior-most tranche
in a transaction up to six notches above the sovereign rating and
the subordinated notes four notches above the sovereign rating.
Additionally, under the previous criteria, in order to rate a
tranche up to six notches above the sovereign, the tranche had to
sustain an extreme stress (equivalent to 'AAA' benign stresses).
Under the revised criteria, these particular conditions have been
replaced with the introduction of the low sensitivity category. In
order to rate a structured finance tranche above a sovereign that
is rated 'A+' or below, we account for the impact of a sovereign
default to determine if under such stress the security continues to
meet its obligations. For Spanish transactions, we typically use
asset-class specific assumptions from our standard 'A' run to
replicate the impact of the sovereign default scenario.

"Banco Santander S.A. (A/Stable/A-1) provides the interest swap
contract, which is in line with our previous counterparty criteria.
Under our revised criteria, our collateral assessment is strong,
and considering the downgrade language in the swap documents and
the current resolution counterparty rating (RCR) on the swap
provider, the maximum supported rating is 'AAA'.

"Citibank Europe PLC (Madrid Branch) is the transaction account
provider, which, in line with our revised counterparty criteria,
provides limited bank account support to the transaction. This
entity is not rated by S&P Global Ratings. Therefore, in accordance
with our bank branch criteria, we rely on the rating on the parent
company, Citibank Europe PLC (A+/Stable/A-1), and the sovereign
rating on the Kingdom of Spain. The remedy action and related
documentation are in line with our current counterparty criteria.
Therefore, the maximum supported rating provided by the transaction
account provider is 'AAA'.

"Bankia S.A. (BBB/Stable/A-2) is the administrator and collection
account provider in this transaction. We did not apply commingling
loss in our cash flow analysis under rating levels at and below the
collection account provider rating ('BBB' and below). Therefore,
our rating on the class C notes is weak-linked to the rating on the
collection account provider.

"Our European residential loans criteria, as applicable to Spanish
residential loans, establish how our loan-level analysis
incorporates our current opinion of the local market outlook. Our
current outlook for the Spanish housing and mortgage markets, as
well as for the overall economy in Spain, is benign.

"Our expected level of losses for an archetypal Spanish residential
pool at the 'B' rating level is 0.9% and our foreclosure frequency
assumption is 2.00% for the archetypal pool at the 'B' rating
level."

Below are the credit analysis results after applying S&P's European
residential loans criteria to this transaction.

  Rating level     WAFF (%)    WALS (%)
  AAA                47.99       45.40
  AA                 32.26       39.42
  A                  24.29       29.85
  BBB                17.85       24.43
  BB                 11.41       20.62
  B                   6.55       17.21

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

The credit enhancement for all classes of notes has increased since
our 2018 review to 30.66%, 19.68%, 7.92%, 2.59%, and -0.70%, from
29.74%, 18.95%, 7.39%, 2.15%, and -1.08%, respectively, due to the
amortization of the collateral.

S&P said, "Following the application of our revised criteria, we
have determined that our assigned ratings on the classes of notes
in this transaction should be the lower of (i) the rating as capped
by our sovereign risk criteria; (ii) the rating as capped by our
counterparty criteria; or (iii) the rating that the class of notes
can attain under our European residential loans criteria.
Given the increased available credit enhancement and lower required
credit coverage, our credit and cash flow results indicate higher
ratings for the class A2, B, C, and D notes than those currently
assigned. We have therefore raised our ratings on these classes of
notes.

"The class A2 notes were capped at the rating level of our
unsolicited 'A-' long-term sovereign rating on Spain under our
previous sovereign risk criteria. However, we have upgraded this
class of notes to 'AA- (sf)' from 'A- (sf)' because they now pass
our credit and cash flow stresses at this rating level.
Given the increase in available credit enhancement and lower
required credit coverage, we have raised to 'A (sf)' from 'A-
(sf)', to 'BBB (sf)' from 'BB- (sf)', and to 'B (sf)' from 'B-
(sf)', our ratings on the class B, C, and D notes, respectively, in
line with our credit and cash flow results. We did not apply
commingling loss at the 'BBB' and below rating levels under our
cash flow analysis. Therefore, our ratings on class C and D are
weak-linked to the rating on Bankia as collection account
provider.

"The class E notes do not pass any stresses under our cash flow
model, and the results show interest shortfalls are likely in the
next 12 months. Following the application of our "Criteria For
Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," we believe that
payments on this class of notes depend on favorable financial and
economic conditions. Therefore, we have affirmed our 'CCC- (sf)'
rating on the class E notes."

Madrid RMBS I is a Spanish residential mortgage-backed securities
(RMBS) transaction that securitizes a portfolio of first-ranking
mortgage loans granted to Spanish residents to buy a residential
property. Bankia originated the loans.

  RATINGS RAISED

  MADRID RMBS I, Fondo de Titulizacion de Activos

  Class             Rating
              To               From
  A2          AA- (sf)         A- (sf)
  B           A (sf)           A- (sf)
  C           BBB (sf)         BB- (sf)
  D           B (sf)           B- (sf)

  RATING AFFIRMED

  Class       Rating
  E           CCC- (sf)


MADRID RMBS II: S&P Raises Class D Notes Rating to B-
-----------------------------------------------------
S&P Global Ratings raised its credit ratings on MADRID RMBS II,
Fondo de Titulizacion de Activos' class B, C, and D notes. At the
same time, S&P affirmed its ratings on the class A2, A3, and E
notes.

S&P said, "The rating actions follow the implementation of our
revised structured finance sovereign risk criteria and counterparty
criteria. They also reflect our full analysis of the most recent
transaction information that we have received and the transaction's
current structural features.

"We have applied our sovereign risk criteria, which represent our
global approach to rating structured finance securities above the
foreign currency rating on the sovereign. The analytical framework
consequently assesses the ability of a security to withstand a
sovereign default scenario. These criteria classify the sensitivity
of this transaction as low. Therefore, the highest rating that we
can assign to the tranches in this transaction is six notches above
the Spanish sovereign rating, or 'AAA (sf)', if certain conditions
are met.

"Under our previous criteria, we could rate the senior-most tranche
in a transaction up to six notches above the sovereign rating, and
the subordinated notes four notches above the sovereign rating.
Additionally, under the previous criteria, in order to rate a
tranche up to six notches above the sovereign, the tranche had to
sustain an extreme stress (equivalent to 'AAA' benign stresses).
Under the revised criteria, these particular conditions have been
replaced with the introduction of the low sensitivity category. In
order to rate a structured finance tranche above a sovereign that
is rated 'A+' or below, we account for the impact of a sovereign
default to determine if under such stress the security continues to
meet its obligations. For Spanish transactions, we typically use
asset-class specific assumptions from our standard 'A' run to
replicate the impact of the sovereign default scenario.

"We have also applied our revised structured finance counterparty
criteria.

"Banco Santander S.A. (A/Stable/A-1) provides the interest swap
contract, which is in line with our previous counterparty criteria.
Under our revised criteria, our collateral assessment is strong,
and considering the downgrade language in the swap documents and
the current resolution counterparty rating (RCR) on the swap
provider, the maximum supported rating is 'AAA'.

"Citibank Europe PLC (Madrid Branch) is the transaction account
provider, which in line with our revised counterparty criteria
provides limited bank account support to the transaction. This
entity is not rated by S&P Global Ratings. Therefore, in accordance
with our bank branch criteria, we rely on the rating on the parent
company, Citibank Europe PLC (A+/Stable/A-1), and the sovereign
rating on the Kingdom of Spain. The remedy action and related
documentation are in line with our current counterparty criteria.
Therefore, the maximum supported rating provided by the transaction
account provider is 'AAA'.

"Bankia S.A. (BBB/Stable/A-2) is the administrator and collection
account provider in this transaction. We did not apply commingling
loss in our cash flow analysis under rating levels at and below the
collection account provider rating ('BBB' and below). Therefore,
our rating on the class C notes is weak-linked to the rating on the
collection account provider.

"Our European residential loans criteria, as applicable to Spanish
residential loans, establish how our loan-level analysis
incorporates our current opinion of the local market outlook. Our
current outlook for the Spanish housing and mortgage markets, as
well as for the overall economy in Spain, is benign.

"Our expected level of losses for an archetypal Spanish residential
pool at the 'B' rating level is 0.9% and our foreclosure frequency
assumption is 2.00% for the archetypal pool at the 'B' rating
level."

  Below are the credit analysis results after applying S&P's   
European residential loans criteria to this transaction.

  Rating level     WAFF (%)    WALS (%)
  AAA                44.49       45.20
  AA                 29.99       39.16
  A                  22.54       29.50
  BBB                16.57       24.02
  BB                 10.61       20.16
  B                   6.10       16.70

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

The credit enhancement for all classes of notes has increased since
S&P's 2018 review to 80.41%, 31.87%, 20.55%, 8.41%, 2.91%, and
-0.49%, from 78.80%, 31.15%, 20.03%, 8.12%, 2.72%, and -0.62%,
respectively, due to the amortization of the collateral and the
partial replenishment of the reserve.

S&P said, "Following the application of our revised criteria, we
have determined that our assigned ratings on the classes of notes
in this transaction should be the lower of (i) the rating as capped
by our sovereign risk criteria; (ii) the rating as capped by our
counterparty criteria; or (iii) the rating that the class of notes
can attain under our European residential loans criteria.

"The class A2 and A3 notes have sufficient credit enhancement to
withstand our 'AAA' and 'AA' credit and cash flow stresses. We have
therefore affirmed at 'AAA (sf)' and 'AA (sf)' our ratings on the
class A2 and A3 notes, respectively.

"Our rating on the class B notes is no longer capped by the
application of our sovereign risk criteria. The class B notes pass
our credit and cash flow stresses at the 'AA-' rating level. We
have therefore raised to 'AA- (sf)' from 'A- (sf)' our rating on
this class of notes.

"Our credit and cash flow results indicate that the available
credit enhancement for the class C notes is commensurate with
higher ratings than that currently assigned. We have therefore
raised to 'BBB (sf)' from 'BBB- (sf)' our rating on the class C
notes. We did not apply commingling loss at the 'BBB' rating level
under our cash flow analysis. Therefore, the class C rating is
weak-linked to the rating on Bankia as the collection account
provider.

"The class D notes are not able to pass our cash flow stresses at
the 'B' rating level. However, credit enhancement for the class D
notes increased, and our cash flow analysis shows that payments on
those notes can withstand a steady state scenario, and they do not
depend upon favorable financial and economic conditions. In line
with our criteria for assigning 'CCC' category ratings, we have
raised to 'B- (sf)' from 'CCC+ (sf)' our rating on the class D
notes.

"The class E notes defaulted as they missed interest payments. On
February's interest payment date, the class E notes paid all due
and unpaid interest. However, in line with our "Timeliness Of
Payments: Grace Periods, Guarantees, And Use Of 'D' And 'SD'
Ratings," published on Oct. 24, 2013, and our "Structured Finance
Temporary Interest Shortfall Methodology," published on Dec. 15,
2015, we expect to see that class E interest is paid on a timely
basis over at least the subsequent six months before raising the
rating."

MADRID RMBS II is a Spanish residential mortgage-backed securities
(RMBS) transaction that securitizes first-ranking mortgage loans.
Bankia originated the pool, which comprises loans granted to
borrowers mainly located in Madrid.

  RATINGS RAISED

  MADRID RMBS II, Fondo de Titulizacion de Activos

  Class             Rating
              To               From
  B           AA- (sf)         A- (sf)
  C           BBB (sf)         BBB- (sf)
  D           B- (sf)          CCC+ (sf)

  RATINGS AFFIRMED

  MADRID RMBS II, Fondo de Titulizacion de Activos

  Class       Rating
  A2          AAA (sf)
  A3          AA (sf)
  D           D (sf)


TDA IBERCAJA 5: S&P Raises Class D Notes Rating to BB-
------------------------------------------------------
S&P Global Ratings raised its ratings on TDA Ibercaja 5, Fondo de
Titulizacion de Activos' class A1, A2, B, C, and D notes. At the
same time, S&P has affirmed its rating on the class E notes.

S&P said, "Upon revising our structured finance sovereign risk
criteria and our counterparty criteria, we placed our ratings on
TDA Ibercaja 5's class A1 and A2 notes under criteria observation.
Following our review of the transaction's performance and the
application of these criteria, our ratings on these notes are no
longer under criteria observation.

"The rating actions follow the application of our revised
structured finance sovereign risk criteria and counterparty
criteria. They also reflect our full analysis of the most recent
transaction information that we have received, and they reflect the
transaction's current structural features.

"The analytical framework in our revised structured finance
sovereign risk criteria assesses a security's ability to withstand
a sovereign default scenario. These criteria classify the
sensitivity of this transaction as low. Therefore, the highest
rating that we can assign to the tranches in this transaction is
six notches above the Spanish sovereign rating, or 'AAA (sf)', if
certain conditions are met.

"Under our previous criteria, we could rate the senior-most tranche
in a transaction up to six notches above the sovereign rating,
while we could rate the remaining tranches in a transaction up to
four notches above the sovereign. Additionally, under the previous
criteria, in order to rate a tranche up to six notches above the
sovereign, the tranche would have had to sustain an extreme stress
(equivalent to 'AAA' benign stresses). Under the revised criteria,
these particular conditions have been replaced with the
introduction of the low sensitivity category. In order to rate a
structured finance tranche above a sovereign that is rated 'A+' and
below, we account for the impact of a sovereign default to
determine if under such stress the security continues to meet its
obligations. For Spanish transactions, we typically use asset-class
specific assumptions from our standard 'A' run to replicate the
impact of the sovereign default scenario."

The servicer, Ibercaja Banco S.A., has a standardized, integrated,
and centralized servicing platform. It is a servicer for a large
number of Spanish residential mortgage-backed securities (RMBS)
transactions, and Ibercaja Banco transactions' historical
performance has outperformed S&P's Spanish RMBS index. S&P's
ratings on the class C, D, and E notes are linked to our long-term
issuer credit rating (ICR) on the servicer because in its cash flow
analysis we exclude the application of a commingling loss at rating
levels at and below the ICR on the servicer.

S&P said, "The swap counterparty is Banco Santander S.A. The
remedial actions defined in the swap agreement are in line with
option one of our previous counterparty criteria. The collateral
framework under our new criteria is strong. Based on the
combination of the replacement commitment and the collateral
posting framework, the maximum supported rating in this transaction
is 'AAA (sf)'.

"Our European residential loans criteria, as applicable to Spanish
residential loans, establish how our loan-level analysis
incorporates our current opinion of the local market outlook. Our
current outlook for the Spanish housing and mortgage markets, as
well as for the overall economy in Spain, is benign. Therefore, our
expected level of losses for an archetypal Spanish residential pool
at the 'B' rating level is 0.9%. Our foreclosure frequency
assumption is 2.00% for the archetypal pool at the 'B' rating
level."

Below are the credit analysis results after applying our European
residential loans criteria to this transaction.

  Rating level     WAFF (%)    WALS (%)
  AAA                 17.91       26.03
  AA                  12.28       21.11
  A                   9.27        14.27
  BBB                 6.90        10.89
  BB                  4.57         8.69
  B                   2.77         6.85

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

Although the notes are paying on a pro rata basis, TDA Ibercaja 5's
class A, B, C, and D notes' available credit enhancement has
slightly increased to 10.50%, 4.54%, 2.54%, and 1.55%,
respectively, due to the required reserve fund being at its floor.

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on the classes of notes in
this transaction should be the lower of (i) the rating as capped by
our sovereign risk criteria; (ii) the rating as capped by our
counterparty criteria; and (iii) the rating that the class of notes
can attain under our European residential loans criteria."

The ratings on the class A1 and A2 notes are no longer capped by
the sovereign risk criteria. S&P's credit and cash flow results
indicate that the credit enhancement available for classes A1 and
A2 is commensurate with 'AAA' and 'A+' ratings, respectively.

S&P has therefore raised to 'AAA (sf)' from 'AA (sf)' and 'A+ (sf)'
from 'A- (sf)' its ratings on the class A1 and A2 notes,
respectively.

S&P said, "Our rating on the class B notes is no longer weak-linked
to our long-term ICR on the servicer because the class B is now
able to pass 'BBB-' credit and cash flow stresses without excluding
the application of a commingling loss. We have therefore raised to
'BBB- (sf)' from 'BB+ (sf)' our rating on the class B notes.

"Our European residential loans criteria, including our updated
credit figures, indicate that the available credit enhancement for
the class C and D notes is commensurate with 'BB+ (sf)' and 'BB-
(sf)' ratings, respectively, excluding the application of a
commingling loss. Consequently, our ratings on these classes of
notes are linked to our long-term ICR on the servicer, Ibercaja
Banco (BB+/Stable/B). We have therefore raised our ratings on the
class C and D notes."

The class E notes paid all interest due on the February 2019
interest payment date; however it missed some interest payments in
the past. It is still not certain that future interest payments
will not be missed. Given its current credit enhancement and its
position in the waterfall, S&P has affirmed its 'D (sf)' rating on
this class of notes.

TDA Ibercaja 5 is a Spanish RMBS transaction that closed in May
2007. The transaction securitizes residential loans originated by
Ibercaja Banco, which were granted to individuals for the
acquisition of their first residence, mainly concentrated in Madrid
and Aragon, Ibercaja Banco's main markets.

  RATINGS RAISED

  TDA Ibercaja 5, Fondo de Titulizacion de Activos

  Class             Rating
              To               From
  A1          AAA (sf)         AA (sf)
  A2          A+ (sf)          A- (sf)
  B           BBB- (sf)        BB+ (sf)
  C           BB+ (sf)         BB (sf)
  D           BB- (sf)         B- (sf)

  RATING AFFIRMED

  Class       Rating
  E           D (sf)


TDA IBERCAJA 6: S&P Affirms BB- Rating on Class D Notes
-------------------------------------------------------
S&P Global Ratings raised its ratings on TDA Ibercaja 6, Fondo de
Titulizacion de Activos' class A, B, and C notes. At the same time,
S&P has affirmed its rating on the class D notes.

S&P said, "Upon revising our structured finance sovereign risk
criteria and our counterparty criteria, we placed our ratings on
TDA Ibercaja 6's class B and C notes under criteria observation.
Following our review of the transaction's performance and the
application of our relevant criteria, our ratings on these notes
are no longer under criteria observation.

"The rating actions follow the application of our revised
structured finance sovereign risk criteria and counterparty
criteria. They also reflect our full analysis of the most recent
transaction information that we have received, and they reflect the
transaction's current structural features.

"The analytical framework in our revised structured finance
sovereign risk criteria assesses a security's ability to withstand
a sovereign default scenario. These criteria classify the
sensitivity of this transaction as low. Therefore, the highest
rating that we can assign to the tranches in this transaction is
six notches above the Spanish sovereign rating, or 'AAA (sf)', if
certain conditions are met.

"Under our previous criteria, we could rate the senior-most tranche
in a transaction up to six notches above the sovereign rating,
while we could rate the remaining tranches in a transaction up to
four notches above the sovereign. Additionally, under the previous
criteria, in order to rate a tranche up to six notches above the
sovereign, the tranche would have had to sustain an extreme stress
(equivalent to 'AAA' benign stresses). Under the revised criteria,
these particular conditions have been replaced with the
introduction of the low sensitivity category.

"In order to rate a structured finance tranche above a sovereign
that is rated 'A+' and below, we account for the impact of a
sovereign default to determine if under such stress the security
continues to meet its obligations. For Spanish transactions, we
typically use asset-class specific assumptions from our standard
'A' run to replicate the impact of the sovereign default
scenario."

The servicer, Ibercaja Banco S.A., has a standardized, integrated,
and centralized servicing platform. It is a servicer for a large
number of Spanish residential mortgage-backed securities (RMBS)
transactions, and Ibercaja Banco transactions' historical
performance has outperformed our Spanish RMBS index. S&P's ratings
on the D notes are linked to its long-term issuer credit rating
(ICR) on the servicer because in its cash flow analysis S&P
excludes the application of a commingling loss at rating levels at
and below the ICR on the servicer.

S&P said, "The bank account provider is Societe Generale S.A.
(Madrid Branch), and the downgrade language in the transaction
documents under our revised counterparty criteria is now
commensurate with assigning a 'AAA (sf)' rating to this
transaction.

"The swap counterparty is Banco Santander S.A. Considering the
remedial actions defined in the swap counterparty agreement, which
are not in line with our current counterparty criteria, the maximum
rating the notes can achieve in this transaction is 'A+ (sf)', the
resolution counterparty rating (RCR) on the swap counterparty,
unless we delink our ratings on this transaction from the
counterparty.

"Our European residential loans criteria, as applicable to Spanish
residential loans, establish how our loan-level analysis
incorporates our current opinion of the local market outlook. Our
current outlook for the Spanish housing and mortgage markets, as
well as for the overall economy in Spain, is benign. Therefore, our
expected level of losses for an archetypal Spanish residential pool
at the 'B' rating level is 0.9%. Our foreclosure frequency
assumption is 2.00% for the archetypal pool at the 'B' rating
level."

Below are the credit analysis results after applying S&P's European
residential loans criteria to this transaction.

  Rating level     WAFF (%)    WALS (%)
  AAA                18.72        30.70
  AA                 12.93        25.67
  A                   9.83        18.17
  BBB                 7.34        14.32
  BB                  4.88        11.78
  B                   2.98         9.62

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

The notes are paying on a sequential basis. TDA Ibercaja 6's class
A, B, C, and D notes' available credit enhancement has increased to
14.9%, 9.77%, 7.20%, and 4.63%, respectively.

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on the classes of notes in
this transaction should be the lower of (i) the rating as capped by
our sovereign risk criteria; (ii) the rating as capped by our
counterparty criteria; and (iii) the rating that the class of notes
can attain under our European residential loans criteria.

"Our rating on the class A notes is no longer capped by the
sovereign risk criteria. Our credit and cash flow results indicate
that credit enhancement available for class A is now commensurate
with 'AAA' in runs in which we did not give credit to the swap
contract.

"We have therefore raised to 'AAA (sf)' from 'AA- (sf)' our rating
on the class A notes, and it remains delinked from our RCR on the
swap provider, Banco Santander.

"Our rating on the class B notes is no longer weak-linked to our
long-term RCR on the swap provider because class B is now able to
pass 'AA-' credit and cash flow stresses in runs in which we did
not give credit to the swap contract. We have therefore raised to
'AA- (sf)' our rating on class B and delinked it from our RCR on
the swap provider.

"Our analysis indicates that the available credit enhancement for
the class C notes is commensurate with a 'A' rating, including the
application of a commingling loss. Our rating on the class C notes
is no longer capped by our sovereign risk criteria, and we have
therefore raised to 'A (sf)' from 'A- (sf)' our rating on these
notes.

"Credit enhancement for the class D notes has marginally increased
after applying our European residential loans criteria. Our rating
on these notes is limited to 'BB- (sf)', and we have therefore
affirmed the rating. This rating is linked to our long-term ICR on
the servicer, Ibercaja Banco (BB+/Stable/B), because the available
credit enhancement for this tranche is commensurate with the
stresses we apply at the 'BB-' level, excluding the application of
a commingling loss."

TDA Ibercaja 6 is a Spanish RMBS transaction that closed in June
2008, and we initially rated it in February 2011. The transaction
securitizes residential loans originated by Ibercaja Banco, which
were granted to individuals for the acquisition of their first
residence, mainly concentrated in Madrid and Aragon, Ibercaja
Banco's main markets.

  RATINGS RAISED

  TDA Ibercaja 6, Fondo de Titulizacion de Activos

  Class             Rating
              To               From
  A           AAA (sf)         AA- (sf)
  B           AA- (sf)         A (sf)
  C           A (sf)           A- (sf)

  RATING AFFIRMED

  Class       Rating
  D           BB- (sf)




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

CABOT FINANCIAL: S&P Raises LT ICR to 'BB-' on Leverage Reduction
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Cabot Financial Ltd. to 'BB-' from 'B+'. The outlook is stable.

At the same time, S&P Global Ratings raised its issue-level rating
on Cabot's senior secured bonds to 'BB-' from 'B+'. The '3'
recovery rating is unchanged, indicating recovery prospects of
approximately 65% in the event of a default.

S&P said, "The upgrade reflects our view that Cabot will remain
committed to its public goal to improve its credit metrics during
the next year. In particular, we expect that the company will be
able to further reduce its level of debt to below 4.0x its
projected EBITDA in 2019, according to our calculations. We note
the bank's positive leverage trend in first-quarter 2019, with an
estimated annualized level of leverage at 4.1x, according to our
measures. In addition, we believe that the company will use
potential upcoming placement of new debt to refinance outstanding
maturities, with neutral impact on overall leverage.

"Furthermore, we forecast the group will stay close to 20% of funds
from operations to gross debt, while keeping adjusted EBITDA to
interest expense at 3x-6x.

"Our projections strictly incorporate our view that Cabot will
manage to refrain from aggressive expansion, with expected capital
for portfolio purchases to stay at about £200 million in 2019,
down from the £333 million deployed in 2018 (£321 million in
2017).

"We expect our projected EBITDA to increase by about 7% this year,
on the back of a good cash collection performance on the portfolios
outstanding and a 27% increase year-on-year in revenue flow
resulting from its servicing business. We also expect that, in line
with more controlled acquisition activity, Cabot's EBITDA growth
will moderate after 2019, to about 2.0% per year.

"Our 'BB-' rating includes a one-notch downward adjustment to
reflect Cabot's recent track record of rapid debt-funded growth and
geographical and business concentration, compared with that of
other peers.

"Specifically, we consider that Cabot's revenues are geographically
more concentrated than those of international peers. Of its capital
deployment in first-quarter 2019, 96% was in the U.K. In our view,
this geographical concentration could make Cabot more vulnerable to
the leveraged U.K. household sector and to a particularly adverse
Brexit scenario."

Cabot is now fully owned by U.S.-based debt purchaser Encore
Capital Group Inc. (not rated). On May 8, 2018, Encore entered into
an agreement to acquire 100% of Cabot's capital from J.C. Flowers &
Co., up from its previous 43% equity stake. This resulted in Cabot
becoming a wholly owned subsidiary of Encore, although funded
independently from the group. S&P sees Cabot as a nonstrategic
subsidiary of Encore, considering it is a relatively recent
acquisition and the separate credit perimeters and management
teams.

S&P said, "The stable outlook reflects our view that Cabot's
leverage will continue to improve over our 12-month outlook
horizon. Our base-case scenario assumes that Cabot will remain
committed to reducing its leverage and expanding its cash
collections from owned debt portfolios and servicing revenue, while
modestly improving the scale of its operations outside the U.K.

"We could lower the ratings if our measure of the group's leverage
remains above 4x in 2019, precipitated by operational
underperformance or by debt-financed portfolio growth beyond our
base-case expectations.

"We regard a positive rating action as unlikely. Although premature
at this stage, for a further upgrade or positive outlook, we would
need to consider the credit quality of Encore Group as a whole and
the interaction between Cabot and the rest of the group."


CALDERPRINT: Enters Administration Following Closure
----------------------------------------------------
PrintWeek reports that Calderprint has been formally placed into
administration after it closed its doors last month.

A notice on the London Gazette published on June 3 shows that
Andrew Poxon -- andrew.poxon@leonardcurtis.co.uk -- and Julien
Irving --julien.irving@leonardcurtis.co.uk -- of Leonard Curtis'
Manchester office were appointed joint administrators of
Burnley-based Calderprint on May 24, Printweek relates.

According to Printweek, the company's most recent accounts to May
31, 2018, showed that it had sales of GBP8.5 million and employed
89 staff.  The accounts showed a pre-tax loss of GBP188,743
compared to pre-tax profit of GBP145,803 the year prior, Printweek
discloses.



DIXONS CONTRACTORS: Enters Administration, 90 Jobs at Risk
----------------------------------------------------------
BBC News reports that County Antrim building firm, Dixons
Contractors, has been placed into administration.

According to BBC, John Armstrong, of the Construction Employers
Federation, said "Dixons Contractors have been a well-known name in
the local market for approximately 40 years and, given their wide
range of interests and expertise across social and private housing
as well education, health and commercial projects, their
administration will be a sizeable loss to the marketplace."

"As we have said before, the challenge of achieving sustainability
in the construction market remains.

"Low margins, insufficient pipelines of activity for the bulk of
mid-sized contractors and at times difficult relationships between
clients and contractors are in no-one's interests."

Based in Dunloy, Dixons Contractors has three divisions -- Dixons
Construction, Dixons Homes and Dixons Facades.  The company, which
was set up in 1979, employs about 90 people.


HADLOW COLLEGE: Enters Administration Following Government Bailout
------------------------------------------------------------------
Fraser Whieldon at FEWeek reports that Hadlow College has been put
into administration, making it the first college to fall under the
insolvency regime since it was introduced this year.

At the High Court on May 22, the Chief Insolvency and Companies
Court judge Nicholas Briggs granted an application from the
education secretary Damian Hinds for an education administration
order for the scandal-hit college, FEWeek relates.

Three insolvency practitioners from BDO -- Danny Dartnaill, Graham
Newton, and Matthew Tait -- have now been appointed to run the
college with the aim of achieving the best results for creditors
and minimizing the disruption to Hadlow's 2,089 students, FEWeek
discloses.

The application by the education secretary was made in accordance
with a request by the college, which has been in receipt of
government bailouts to survive, FEWeek notes.

It has also been subject to intervention from the FE Commissioner,
the report of which will likely cover the actions of the principal,
deputy principal and several governors, all of whom left their
roles at Hadlow and WKAC in disgrace following allegations of
financial irregularities, FEWeek states.

The court heard on May 22 that the college received GBP2.827
million of emergency funding from the Department for Education in
February alone after it said it was out of cash when the leadership
had quit, FEWeek relays.

According to FEWeek, more emergency funding will be offered by the
DfE if it goes to supporting the administration of the college --
to minimize disruption to students.

Meanwhile, financial advisors at BDO have been tasked with
overseeing the potential sale or transfer of assets from the Hadlow
Group -- which includes Hadlow College and West Kent and Ashford
College -- to colleges in a 30-mile radius, FEWeek discloses.


HOWARD HUNT: Paragon Buys Business Out of Administration
--------------------------------------------------------
Richard Stuart-Turner at PrintWeek reports that Paragon Group has
acquired various parts of the Howard Hunt Group in a pre-pack
deal.

According to PrintWeek, the company has bought Celerity Information
Services, ORM and Graft Services as well as the order book and
customer base of direct mail operation Howard Hunt (City).

PrintWeek understands that Paragon's purchase was completed May 22,
after administrators, understood to be Martha Thompson --
martha.thompson@bdo.co.uk -- of BDO's London office and Francis
Newton of BDO's Leeds office, put Howard Hunt Group's assets into
administration, PrintWeek relates.

Howard Hunt (City) had originally filed a notice of intention to
appoint an administrator on May 8, with PrintWeek reporting that
the business was facing a financial crunch with lender Santander.


HSS HIRE: S&P Withdraws 'B' Long-Term Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings said that it withdrew its 'B' long-term issuer
credit rating on U.K.-based equipment rental services provider, HSS
Hire Group PLC, at the company's request. At the time of
withdrawal, the outlook was stable.



                           *********


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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Information contained herein is obtained from sources believed to
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