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

                          E U R O P E

          Thursday, June 6, 2019, Vol. 20, No. 113

                           Headlines



F R A N C E

GETLINK SE: Fitch Affirms 'BB+' Rating on EUR550MM Bond
SMCP GROUP: Moody's Withdraws B1 CFR on Full Bond Redemption
STELLAGROUP: Moody's Affirms B2 CFR, Outlook Stable
YOUNI 2019-1: Moody's Rates EUR12MM Class G Notes 'Ca'


G E O R G I A

TBC BANK: Fitch Gives 'BB-(EXP)' Rating to New USD Unsec. Notes
TBC BANK: Moody's Rates New USD Unsecured Notes 'Ba2'


G E R M A N Y

ALPHA GROUP: Fitch Affirms 'B' IDR& 'BB-' Secured Debt Rating


I R E L A N D

INVESCO EURO II: Fitch Gives 'B-(EXP)' Rating to Class F Debt
INVESCO EURO II: Moody's Gives '(P)B2' Rating to Class F Notes


I T A L Y

EI TOWERS: Fitch Lowers LongTerm Issuer Default Rating to BB
OFFICINE MACCAFERRI: Moody's Puts B3 CFR on Review for Downgrade


N E T H E R L A N D S

HEMA BV: Moody's Alters Outlook on B2 CFR to Negative
STEINHOFF INT'L: Financial Restructuring Deadline Extended


R U S S I A

EXPOBANK LLC: Fitch Puts IDRs on Watch Amid Kurskprombank Deal
PAO SOVCOMFLOT: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
RUSSIAN REGIONAL: Moody's Affirms Ba2 LongTerm Deposit Ratings


S P A I N

BERING III SARL: S&P Assigns B Ratings, Outlook Stable
KUTXA HIPOTECARIO II: Fitch Hikes Class C Notes Rating to 'Bsf'


U N I T E D   K I N G D O M

ARCADIA GROUP: Pensions Regulator Backs CVA Proposal
BRITISH STEEL: Greybull Prepares Bids for French, Dutch Units
HUDSPITHS: Goes Into Creditors' Voluntary Liquidation
MAYFAIR BRASSWARE: Financial Woes Prompt Administration
MORTIMER BTL 2019-1: Fitch Gives B(EXP) Rating to Class X Notes

MORTIMER BTL 2019-1: Moody's Assigns (P)B1 Rating on Class X Notes
SELECT: Seeks Creditors Approval for Second CVA Proposal
UROPA SECURITIES 2007-01B: Fitch Affirms Bsf Rating on B2a Notes
YORKSHIRE CARNEGIE: May Enter CVA Amid Financial Difficulties

                           - - - - -


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F R A N C E
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GETLINK SE: Fitch Affirms 'BB+' Rating on EUR550MM Bond
-------------------------------------------------------
Fitch Ratings has affirmed Getlink S.E.'s (GET) EUR550 million bond
at 'BB+' with a Stable Outlook.

KEY RATING DRIVERS

GET is credit-linked to Channel Link Enterprises Finance plc (CLEF;
BBB/Stable), the ring-fenced vehicle secured by Fixed Link's (FL or
Eurotunnel) activities, the fixed railway link between the UK and
France. The 'BB+' rating reflects the structural subordination of
its debt and the refinancing risk associated with its single bullet
debt structure.

Structural Subordination - Issuer Structure

GET's debt is structurally subordinated to the project-finance type
debt in place at CLEF. There are strong structural protections
under CLEF's issuer-borrower structure, including lock-up
provisions potentially triggering cash sweep and additional
indebtedness clauses subject to ratings tests, which limits debt
push down. These factors drive its rating approach and explain the
two-notch difference between GET and the consolidated profile,
largely driven by Eurotunnel core activities. The key rating
drivers for the consolidated profile are substantially the same as
for CLEF.

Single Bullet Debt With Refinancing Risk - Debt Structure:
Midrange

The EUR550 million bond is a five-year fixed rate bullet debt.
Fitch perceives the refinancing risk as high due to the deep
subordination and the use of a single bullet maturity, which is
only partly mitigated by the 12-month debt service reserve account
(DSRA) and the high level of cash on balance sheet at GET's level.
Lock-up and incurrence covenants based on the consolidated profile
are creditor-protective features. However, the incurrence covenants
do not prevent the operating companies (Opcos) from raising
non-recourse debt.

PEER GROUP

Fitch compared GET's structural subordination with that of Atlantia
(BBB/Negative)/ASPI (BBB+/Negative) and Heathrow. Atlantia is rated
one notch below ASPI, the Opco, as compared with GET/CLEF, there
are fewer structural protections. For Heathrow, the strong lock-ups
at the Opco, together with limited ability to push down debt due to
restrictions on additional indebtedness lead to a two-notch
difference between the 'BBB' rated class B and the 'BB+' rated
Holdco debt.

RATING SENSITIVITIES

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

  - Given that GET is credit-linked to CLEF, a downgrade of CLEF
    would lead to a downgrade of GET.

  - Failure to prefund GET debt well in advance of its maturity
could
    be rating negative as could a material increase of debt at GET
    or GET subsidiary levels.

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

  - An upgrade of CLEF could lead to an upgrade of Getlink.

  - The notching difference with the consolidated credit profile
    might be reduced if after completion, Eleclink generates
    strong and stable cash flow and GET continues to have direct
    and unconditional access to its cash flow generation.

CREDIT UPDATE

Performance Update

GET serves as the holding company for the three main operating
businesses:

  - Eurotunnel, a leader in exchanges across the English Channel
    through the Channel Tunnel infrastructure;

  - Europorte, a private rail freight operator in France; and

  - Eleclink, an electric transmission line connecting the UK and
    France, currently under construction and expected to be
    operational in early 2020.

GET revenues in 2018 grew to EUR1,079 million, outperforming the
2018 Fitch base case by almost 3%, largely driven by Eurotunnel
revenues, up by 5.2% on a like for like basis compared with 2017.
Eleclink operation start date may be affected by the installation
of the cable in the Tunnel, as the final approval of the Channel
Tunnel Intergovernmental Commission.

Fitch Cases

Fitch analysed GET's consolidated profile when it assigned the
rating in October 2018; Consolidated cash flow include Eurotunnel
cash flows as well as contributions from Eleclink, which becomes
marginal beyond 2030. Due to the relevance of Eurotunnel's
performance in driving the consolidated cash flows, it considers
GET's consolidated profile substantially aligned with CLEF's
financial profile.

Parent and Subsidiary Linkage

Fitch notches GET's rating down by two notches from the
consolidated profile, which largely depends on Eurotunnel
performance. Using its Parent Subsidiary Linkage Criteria, Fitch
assesses the linkage between CLEF and GET as weaker under the weak
parent/strong subsidiary approach. GET's dependency on Eurotunnel,
underlined by the one-way cross default provision and GET's
covenants tested at the consolidated level, drive the application
of a consolidated approach.

SMCP GROUP: Moody's Withdraws B1 CFR on Full Bond Redemption
------------------------------------------------------------
Moody's Investors Service has withdrawn the B1 Corporate Family
Rating and B1-PD probability of default rating of French apparel
retail company SMCP Group. Concurrently, Moody's has withdrawn the
B1 instrument rating of the outstanding EUR180 million Senior
Secured Notes issued by SMCP. At the time of the withdrawal, the
outlook was stable.

RATINGS RATIONALE

Moody's has withdrawn all of SMCP's ratings following the
refinancing of the company's debt that included the redemption of
the rated notes on May 21, 2019.

Headquartered in Paris, SMCP is an apparel retailer focused on the
accessible luxury segment through three brands: Sandro, Maje, and
Claudie Pierlot. In the fiscal year ended 31 December 2018, SMCP
recorded net sales (before deducting concession fees) of EUR1,017
million and reported an EBITDA of EUR158 million.


STELLAGROUP: Moody's Affirms B2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service has affirmed Stellagroup's Corporate
Family rating and Probability of Default rating at B2/B2-PD
respectively. Concurrently, the agency has affirmed the B2
instrument rating of the EUR290 million worth of senior secured
term loan B and EUR60 million worth of senior secured revolving
credit facility. Lastly Moody's has assigned a B2 instrument rating
to EUR220 million worth of senior secured term loan B to be raised
to fund the acquisition of CRH's awnings and shutters business. The
outlook is stable.

RATINGS RATIONALE

The affirmation of Stella's B2 CFR follows the company's recent
announcement that it has agreed to acquire CRH's awnings and
shutters business for an enterprise value of around EUR300 million
and the launch of the financing through a EUR220 million add on to
the issuer's existing EUR290 million term loan B. The affirmation
reflects both the sound strategic rationale of the acquisition,
which will help Stella addressing key weaknesses identified as part
of its initial rating assignment and the funding of the transaction
that will be broadly leverage neutral.

The acquisition of CRH's awnings and shutters business will
reinforce Stella's business profile. Firstly it will increase the
group's geographical and product diversity, two key weaknesses
identified when Moody's first rated Stella in January 2019. While
Stella had a good geographical footprint in its French domestic
market with strong market shares in affluent regions of France, its
export activities were very limited exposing the group to the sole
French market. This concentration on the French market was only
partly mitigated by the high share of revenues from renovation
activities in its view. The acquisition will offer Stella access to
three sizeable markets Germany, the Netherlands and the UK (22%,
13% and 5% of pro-forma group revenue respectively) as well as an
improved platform for further consolidation and export activities.
The split between new built and renovation activities should not
materially change as a result of the acquisition. Stella's strong
concentration on rolling shutters will also be reduced with revenue
from rolling shutters dropping to 50% pro-forma revenue from close
to 70% prior to the acquisition. The combination will also bring
larger scale to the new group with a doubling of revenue, which
should allow some purchasing savings.

Secondly the acquisition will offer a good level of cost and
revenue synergies stemming from the complementarity of the
businesses, the larger scale of the combined organisation and usual
SG&A cost saving opportunities. Moody's highlight the strong margin
differential between Stella's rolling shutter business (EBITDA
margin of more than 20%) and the German rolling shutter activities
acquired (less than 10% EBITDA margin). Through improved vertical
integration and general industrial optimization Moody's believe
that there is material scope for margin improvement. Moody's gain
comfort from Stella's strong track record in acquiring businesses
and swiftly improving their profitability.

The carve out of the acquired activities should be straightforward
as CRH has managed those operations very de-centrally. Moody's
understand that the acquired production plants are well maintained
with no capex backlog beyond the capex required to improve the
vertical integration of the plants.

Stella will fund the acquisition with EUR220 million of additional
senior secured term loan B and EUR90 million of equity. The equity
contribution will include c. EUR40 million of shareholder loan that
will enter the restricted group but will meet its criteria for
receiving equity credit. Moody's expect Stellagroup's leverage to
be broadly flat pro-forma of the closing of the transaction with a
2018 Moody's adjusted gross debt / EBITDA of around 5.9x pro-forma
of the closing of the acquisition, which compares to a 5.9x gross
debt / EBITDA calculated pro-forma of the acquisition of Stella by
PAI back in January 2019 (based on expected 2018 results at the
time and excluding 12 months of Flip consolidation; 5.6x pro forma
of 12 months consolidation of Flip).

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Stellagroup
will maintain a Moody's adjusted leverage as measured by
debt/EBITDA of around 5.5x over time. Moody's expect Stella to
achieve this leverage over the next 12 months.

LIQUIDITY

Stellagroup's liquidity will be adequate at closing of the
acquisition of CRH's awnings and shutters business. The company
will have an estimated EUR32 million of cash on balance sheet at
closing and access to a EUR60 million revolving credit facility,
which might be modestly drawn to fund seasonal working capital
requirements. The combined group will have the typical seasonality
of the building materials industry with the awnings business being
probably even more seasonal than the traditional building materials
with most of the revenue being generated in the summer period.

Apart from the seasonal working capital swings (estimated at around
EUR15 to EUR20 million) there will be modest capex requirements of
around EUR20 million per annum.

Moody's notes that Stella only has a springing financial covenant
that is tested if the revolver is drawn more than 40%. Stella has
sufficient headroom under this financial covenant.

WHAT COULD CHANGE THE RATING UP / DOWN

Positive pressure could also build on the rating if
Moody's-adjusted debt/EBITDA would drop sustainably towards 4.5x
and Moody's-adjusted Free Cash Flow/debt would increase to the high
single digit in percentage terms. A higher rating would also
require the maintenance of stable operating margins at current
levels.

Conversely negative pressure on the rating would arise if
Moody's-adjusted Debt/EBITDA would increase sustainably and
materially above 5.5x, operating margins and FCF generation would
weaken, leading to a deterioration of Stellagroup's liquidity
profile.

YOUNI 2019-1: Moody's Rates EUR12MM Class G Notes 'Ca'
------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to Notes issued by Youni 2019-1:

  EUR88.4 million Class A Asset-Backed Floating Rate Notes
  due April 2032, Definitive Rating Assigned Aaa (sf)

  EUR20.5 million Class B Asset-Backed Floating Rate Notes due
  April 2032, Definitive Rating Assigned Aa1 (sf)

  EUR11.7 million Class C Asset-Backed Floating Rate Notes due
  April 2032, Definitive Rating Assigned Aa3 (sf)

  EUR11.5 million Class D Asset-Backed Floating Rate Notes due
  April 2032, Definitive Rating Assigned A3 (sf)

  EUR5.1 million Class E Asset-Backed Floating Rate Notes due
  April 2032, Definitive Rating Assigned Baa3 (sf)

  EUR6.8 million Class F Asset-Backed Floating Rate Notes due
  April 2032, Definitive Rating Assigned B1 (sf)

  EUR12 million Class G Asset-Backed Zero-Coupon Notes due
  April 2032, Definitive Rating Assigned Ca (sf)

The transaction is a static cash securitisation of unsecured
consumer loans extended by the online lender Younited S.A. (not
rated) to obligors located in France.

As of April 3, 2019, the pool-cut shows 98.5% of non-delinquent
loans with a weighted average seasoning of 14.3 months and a
weighted average remaining term of 54 months. According the
borrowers, the loans are mainly used to finance living expenses
(36.9%), debt consolidation (20.6%) and home improvements (18.1%).

RATINGS RATIONALE

According to Moody's, the transaction benefits from credit
strengths such as (i) the granularity of the portfolio; (ii) static
structure with a seasoned, amortising portfolio; and (iii)
appropriate credit enhancement levels. However, Moody's notes that
the transaction features some credit challenges such as (i) the
financial strength of the originator and servicer; (ii) limited
historical data from the originator; (iii) only partially hedged
interest rate risk; and (iv) commingling risk.

Various mitigants have been put in place in the transaction
structure, such as (i) a warm back-up servicer at closing; (ii) an
independent cash administrator at closing; and (iii) sufficient
liquidity for the senior Notes provided by a liquidity reserve at
closing. Commingling risk is mitigated by (i) a specially dedicated
account in the name of the servicer and dedicated to the issuer
according to French law; (ii) the direct debit arrangements with
all borrowers for all scheduled payments where these payments are
directly credited to the specially dedicated account; and (iii) the
cash sweeping mechanism from other servicer accounts to the
specially dedicated account for unscheduled payments.

Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of receivables; (ii)
historical performance on defaults and recoveries from Q1 2013 to
Q4 2018; (iii) the credit enhancement provided by subordination and
cash reserve; (iv) the liquidity support available in the
transaction by way of the cash fund, principal to pay interest; and
(v) the legal and structural aspects of the transaction.

MAIN MODEL ASSUMPTIONS:

Moody's determined the portfolio lifetime mean default rate of
9.0%, a mean recovery rate of 25% and Aaa portfolio credit
enhancement of 32.5% related to borrower receivables.

The mean default rate captures its expectations of performance
considering the current economic outlook, while the PCE captures
the loss it expects the portfolio to suffer in the event of a
severe recession scenario. Mean loss and PCE are parameters used by
Moody's to calibrate its lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario.

Portfolio expected defaults of 9.0% are higher than the EMEA
Consumer ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the originator's book of the consumer loan
contracts; (ii) benchmark transactions; and (iii) other qualitative
considerations.

PCE of 32.5% is higher than the EMEA Consumer ABS average and is
based on Moody's assessment of the pool which is mainly driven by
(i) historical portfolio performance; (ii) benchmarking; and (iii)
the limited origination history and experience.

PRINCIPAL METHODOLOGY:

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

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

Factors that may cause an upgrade of the ratings include
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes.

Factors that may cause a downgrade of the ratings include a decline
in the overall performance of the portfolio and a meaningful
deterioration of the credit profile of the originator and servicer
Younited S.A.




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G E O R G I A
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TBC BANK: Fitch Gives 'BB-(EXP)' Rating to New USD Unsec. Notes
---------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB-(EXP)' to JSC
TBC Bank's upcoming USD-denominated senior unsecured notes.

According to the transaction documents, the notes will constitute
unsecured and unsubordinated senior obligations and will rank pari
passu among themselves and with all other unsecured and
unsubordinated obligations of TBC. The bank plans to use the
proceeds for general purposes, including lending and liquidity
management.

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

KEY RATING DRIVERS

The senior unsecured notes are rated at the same level as TBC's
Long-term Issuer Default Rating of 'BB-'/Stable, in accordance with
Fitch's rating criteria. TBC's Long-Term IDR is driven by its
intrinsic strength, as reflected by its Viability Rating. The VR
considers TBC's high loan dollarisation and moderately concentrated
balance sheet compared with some regional peers. The rating also
factors in the bank's strong pricing power given its dominant
position in the Georgian banking sector, its good and stable
financial profile metrics, and moderate liquidity.

The Stable Outlook on TBC's ratings reflects Fitch's expectations
of limited changes in the financial profile over the medium term,
given sound asset quality metrics, while capitalisation is expected
to remain broadly stable because of the bank's reasonable
profitability and moderate growth plans.

RATING SENSITIVITIES

The issue rating is sensitive to changes in TBC's Long-Term IDR.


TBC BANK: Moody's Rates New USD Unsecured Notes 'Ba2'
-----------------------------------------------------
Moody's Investors Service has assigned a Ba2 senior unsecured
foreign currency rating to the planned dollar denominated issuance
by JSC TBC Bank. The outlook on the Ba2 rating of the senior
unsecured notes is stable.

The notes will constitute unsecured and unsubordinated obligations
of TBC Bank.

RATINGS RATIONALE

The Ba2 long-term foreign currency rating assigned by Moody's on
the notes is driven by TBC Bank's ba3 baseline credit assessment
(BCA) as well as one notch of support uplift from Moody's high
government support assumption that reflects TBC Bank's systemic
importance as Georgia's largest bank by assets. The rating also
reflects that the instruments to be issued will be unsecured and
unsubordinated obligations of TBC Bank and will rank pari passu at
all times with all other unsubordinated creditors of the bank
(except those claims that are preferred by mandatory provisions of
applicable law).

The bank's standalone BCA reflects strong and predictable core
profitability, underpinned by its position as one of Georgia's two
dominant banks; (2) adequate capitalisation, which will improve in
line with higher capital requirements; and (3) elevated credit
risks from the extensive use of foreign currency and rapid credit
growth, (4) high deposit dollarisation, some moderate reliance on
more confidence-sensitive nonresident deposits and increasing
market funding.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure would require both an improvement in the
bank's standalone assessment — mainly through improved operating
conditions, such as the evolution and diversification of the
Georgian economy, and a substantial reduction in loan and deposit
dollarisation — and an upgrade in the Georgian government's
rating.

Downward pressure on the rating could develop as a result of a rise
in problem loans, and hence credit costs over an extended period,
which would hurt the bank's bottom-line profitability, or, if the
bank's capital metrics do not increase in line with higher capital
requirements. A material deterioration in the domestic operating
conditions in Georgia, as described in Moody's Macro Profile for
the country, would also lead to a downgrade. Finally, the rating
could also be downgraded if Moody's believes that the government's
willingness to provide support, in case of need, has diminished.




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G E R M A N Y
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ALPHA GROUP: Fitch Affirms 'B' IDR& 'BB-' Secured Debt Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Alpha Group SARL's Long-Term Issuer
Default Rating at 'B' with Stable Outlook and the senior secured
debt rating at 'BB-'/'RR2'/89%' (previously 'BB-'/'RR2'/90%').

A&O's rating and Stable Outlook encapsulate a deleveraging path
based on its expectation of improving free cash flow generation by
2021. The rating is constrained by the limited scale of the
operations, aggressive LBO-style leverage, increased execution
risks as A&O is expanding outside Germany, and higher capex
required to renovate its existing properties and extend its brand
to the ultra-low-cost hotel market. These strategic initiatives and
a weaker than expected performance have led to a materially higher
leverage profile based on funds from operations adjusted leverage
of 8.9x, which Fitch considers is not in line with a 'B' rating and
with which the company has fully exhausted its leverage headroom
under the rating.

KEY RATING DRIVERS

Low Cost Resilient Business Model: A&O's resilient business model
comprises a small but well located network of hostels and ultra-low
cost hotels in Germany and neighbouring countries. It benefits from
a well-entrenched market position in less cyclical youth value
travel and low operating costs. The company's recent re-branding
and facilities renovation investments aimed at standardising the
portfolio and product offering, and have led to increased customer
visits, supporting its assumptions of sustainably higher occupancy
rates of 55% from 52% in FY17 (latest audited financial statements)
and increasing average daily rates. Given A&O's low overheads and
well managed costs Fitch sees no significant downside risks to its
operating profitability and project resilient and adequate in the
industry context EBITDA margins at 30% over the rating horizon.

Starting FCF and Leverage Impacted by One-Offs: Various
non-recurring items related to the change of ownership and
refinancing in early 2018, corporate restructuring and higher
ramp-up costs in connection with new openings impacted operating
margins and cash flows in 2018, and partly also 2019, and are
likely to delay the normalisation of earnings and cash flows until
2020. Bringing forward the opening of new locations, despite
improving the diversification, may put pressure on leverage should
A&O adopt a more aggressive capex plan before the contribution from
the recent openings matures.

Positive Expected FCF Mitigates High Leverage: Its expectation of
stable EBITDA margins and positive free cash flow leading to future
deleveraging offset currently high financial leverage, supporting
the affirmation of the IDR at 'B'. Given the impact of the
post-closing restructuring initiatives, a disciplined cost
structure and a maturing operating contribution from the new
openings, FCF is projected to strengthen from 1% in FY19 toward 9%
by FY21. The expectation of gradually improving FCF generation and
conversion mitigates A&O's high starting leverage of around 9.0x,
which Fitch projects will improve to 7.3x by FY21. It estimates the
funds from operations fixed charge coverage ratio will remain at
around 2.0x over the forecast horizon, implying some flexibility
for A&O to realise its mid-term asset development strategy despite
the sustainably high leverage, and supporting the 'B' IDR.

Dependency on the German Market: A&O's predominant exposure to
Germany offers a stable operating environment with a positive
structural growth outlook. However, it also leads to a dependency
on a single market with concentration risks. A&O has grown steadily
in Germany from its initial location in Berlin to one of the
largest hostel chains in Europe. The German market benefits from a
solid macro-economic environment, a low visitor/hotel ratio and
structural support from a large number of school groups traveling
within Germany. Nonetheless, despite certain brand awareness, A&O
remains dependent on inner German travellers and online travel
agents (OTAs) to attract new clients.

In addition, while A&O has developed a strong German network, it
may be approaching a point of saturation in the market as
demonstrated by the new openings outside Germany. Although
expansion in new countries carries a higher execution risk, the
moderate pace of growth should allow management to gauge the volume
and speed of expansion to internal cash generation, avoiding the
risk of FCF dilution as considerable investment cash outflows
outpace the operating contribution from new locations.

Operations Backed by Portfolio of Adaptable Properties: A&O's
property development strategy has involved either purchasing or
leasing properties in need of renovation and locations with
convenient transportation to downtown in cities above one million
overnights per year. A&O has been able to affordably renovate these
properties through flexible use of space rather than demolishing
the building and constructing a new build like many budget hotels.
This has allowed A&O to lower costs and achieve favourable lease
terms. While A&O has demonstrated expertise in new properties
development, it remains at risk of not being able to secure new
affordable properties, particularly in popular tourist destinations
outside Germany, leading to higher operating costs and higher
operating leverage, making the business model potentially less
flexible in case of a downturn.

Strong Demand for Budget European Accommodation: Europe is
under-penetrated in value-oriented travel accommodations,
particularly of the kind capable of accommodating large groups. By
taking a price leadership position while offering amenities such as
en-suite showers, in room TV, gaming rooms, lockers or bar service
that appeal to student and non-student travellers, A&O has the
potential to capitalise on the supportive market trends and grow
into a Europe-wide brand. However, at the same time, the discount
travel accommodation market is highly competitive, with a number of
low cost hotels as well as camp sites and sharing economy sites
(such as AirBnB) that offer alternatives. In addition, budget hotel
operators would remain under pressure in case of a slowdown of
European tourism flows.

DERIVATION SUMMARY

A&O is one of the largest hostel chains in Europe with a strong
market position in Germany where the group's demand is underpinned
by the national policy of annual school trips, contributing to
circa50% of sales. A&O has been consistently growing over the past
10 years on the back of a carefully selected roll-out strategy with
two new assets per year and positive underlying market trends for
affordable trips and intra-Europe youth travel. However, it still
ranks significantly behind global peers such as NH Hotels SA
(B+/Stable), Radisson Hospitality AB (B+/Stable) or Accor SA
(BBB-/Positive) in terms of breadth of activities and number of
rooms.

The ongoing capex programme directed towards asset expansion and
enhancement will allow A&O to consolidate its position as a
reference European hostel operator. Based on the daily rates, A&O
can be considered one of the cheapest options for travellers in
contrast to other urban operators in the economy segment (Accor and
Travelodge) or midscale (NH, Radisson, Whitbread PLC; BBB/Stable).
With a 30% EBITDA margin (FY17), A&O's profitability is above that
of other players with a similar portfolio mix, but still far from
investment-grade asset-light operators like Marriott International
Inc (BBB/Stable). Its FFO adjusted leverage, which it projects will
remain consistently above 7.0x, is weaker, and more in line with a
'B-' rating, which next to much smaller scale substantiates a
two-notch difference from NH Hotels SA and Radisson Hospitality AB.
Based on a material proportion of owned estate, A&O's FFO fixed
cover at around 2.0x is considered sufficient, which could provide
some flexibility in a downturn.

KEY ASSUMPTIONS

  - Revenues recovery as a result of new added hostels (+3,000
    new rooms), single-digit RevPaB growth and stable ancillary
    revenues.

  - EBITDA margins around 30% recovering from transitory
    non-recurrent expenses, accompanied by a broadly stable  
    general costs structure from FY19.

  - Capex estimated at 15% in FY19 declining to 8% by FY21
    reflecting the refurbishment and small ongoing projects,
    while assuming maintenance capex around 8% over sales.

KEY RECOVERY ASSUMPTIONS

  - The recovery analysis assumes that Alpha Group Sarl would
    be considered as liquidated in bankruptcy

  - Fitch has assumed a 10% administrative claim

  - The liquidation estimate reflects Fitch's view of the value
    of hotel properties and other assets that can be realised
    in a reorganisation and distributed to creditors

  - Fitch assumed a 75% advance rate on the value of the owned
    properties based on third-party valuations.

These assumptions result in a recovery rate for the senior secured
debt within the 'RR2' range to allow a two-notch uplift to the debt
rating from the IDR.

RATING SENSITIVITIES

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

  Material increase in scale in line with 'B+' rated peers

  FFO adjusted gross leverage sustainably below 6.0x

  FFO FCC sustainably above 2.5x

  FCF margin sustainably above 5%

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

  Erosion in occupancy rate or significant reduction in
  EBITDA and/or FFO margins

  FFO adjusted leverage above 8.0x and failure to
  deleverage to below 7.5x by 2021

  FFO FCC below 2.0x for a sustained period

  FCF margin sustainably below 2% and not increasing
  to mid-to-high single digits by 2021

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-2017 the group had EUR21 million of cash
in balance sheet (EUR32m non-audited at end-18) to continue funding
the extraordinary capex related to refurbishing existing and new
rooms. A&O's liquidity benefits from a EUR35 million RCF fully
undrawn at closing, positive free cash generation expected after
the remaining roll-out and a solid base of freehold properties
(valued at EUR436 million in October 2017). The capital structure
contains no amortising debentures and is enhanced by no impeding
maturities until 2025.




=============
I R E L A N D
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INVESCO EURO II: Fitch Gives 'B-(EXP)' Rating to Class F Debt
-------------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO II Designated Activity
Company expected ratings.

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

Invesco Euro CLO II Designated Activity Company is a securitisation
of mainly senior secured loans (at least 90%) with a component of
senior unsecured, mezzanine and second-lien loans. A total expected
note issuance of EUR411.5 million will be used to fund a portfolio
with a target par of EUR400 million. The portfolio will be managed
by Invesco European RR L.P.. The CLO envisages a 4.5-year
reinvestment period and an 8.5-year weighted average life.

KEY RATING DRIVERS

'B+/B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B+/B'
range. The Fitch-weighted average rating factor of the identified
portfolio is 30.76, while the indicative covenanted maximum Fitch
WARF for assigning the expected ratings is 33.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate of the identified
portfolio is 67.01%, while the indicative covenanted minimum Fitch
WARR for assigning expected ratings is 63.75%.

Limited Interest Rate Exposure

Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 3.7% of the target par.
Fitch modelled both 0% and 10% fixed-rate buckets and found that
the rated notes can withstand the interest-rate mismatch associated
with each scenario.

Diversified Asset Portfolio

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

Adverse Selection and Portfolio Management

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

Cash Flow Analysis

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

RATING SENSITIVITIES

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

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

Invesco Euro CLO II DAC

     Expected Rating
Class A             AAA(EXP)sf
  
Class B-1           AA(EXP)sf
  
Class B-2           AA(EXP)sf

Class C             A(EXP)sf

Class D             BBB-(EXP)sf

Class E             BB-(EXP)sf

Class F             B-(EXP)sf

Subordinated        NR(EXP)sf
  
Class X             AAA(EXP)sf


INVESCO EURO II: Moody's Gives '(P)B2' Rating to Class F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Invesco Euro
CLO II Designated Activity Company:

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

   EUR248,000,000 Class A Senior Secured Floating Rate Notes
   due 2032, Assigned (P)Aaa (sf)

   EUR25,000,000 Class B-1 Senior Secured Floating Rate Notes
   due 2032, Assigned (P)Aa2 (sf)

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

   EUR25,000,000 Class C Senior Secured Deferrable Floating Rate
   Notes due 2032, Assigned (P)A2 (sf)

   EUR26,000,000 Class D Senior Secured Deferrable Floating Rate
   Notes due 2032, Assigned (P)Baa3 (sf)

   EUR21,000,000 Class E Senior Secured Deferrable Floating Rate
   Notes due 2032, Assigned (P)Ba3 (sf)

   EUR10,000,000 Class F Senior Secured Deferrable Floating Rate
   Notes due 2032, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 6-month ramp-up period in compliance with the portfolio
guidelines.

Invesco European RR L.P. will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four and a
half-year reinvestment period. Thereafter, subject to certain
restrictions, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations or credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Senior Secured Floating Rate Notes are paid pro rata with payments
to the Class A Senior Secured Floating Rate Notes. The Class X
Notes amortise by 12.5% or EUR 250,000.00 over eight payment dates
starting from the 2nd payment date.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR 39,500,000 of Subordinated Notes which will
not be rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR 400,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 5.25%

Weighted Average Recovery Rate (WARR): 44.00%

Weighted Average Life (WAL): 8.5 years

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



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

EI TOWERS: Fitch Lowers LongTerm Issuer Default Rating to BB
------------------------------------------------------------
Fitch Ratings has downgraded EI Towers S.p.A.'s Long-Term Issuer
Default Rating and senior unsecured rating to 'BB' from 'BBB'. The
Outlook is Stable. Fitch has also assigned the company's senior
secured term loans a 'BB' rating in line with the IDR with a
Recovery Rating of 'RR3' and withdrawn its senior unsecured rating
following repayment of the debt.

The downgrade follows the completion of the acquisition of EIT by
2i Towers and the subsequent increase in debt at the operating
company level. EIT's rating is based on a 'steady-state' approach
to the evolution of the business that incorporates some
deleveraging, excludes further M&A and assumes a steady pace of
dividend payments from 2020. EIT does not have a formal financial
policy but retains financial flexibility as a result of strong cash
generation. However, the lack of a formal policy creates
uncertainties about the pace and extent of leverage reduction.

EIT benefits from long duration customer contracts that provide
medium-term visibility to revenues and cost structure.
Uncertainties in sectorial trends in TV broadcasting and spectrum
reframing reduce visibility over a four to five year view.

The senior unsecured rating was withdrawn following the repayment
of debt.

KEY RATING DRIVERS

Leveraged Acquisition by New Parent: EIT has been wholly acquired
by 2i Towers, a special purpose vehicle that is indirectly
controlled by Italian infrastructure fund F2i, which holds 60% of
the shares. The remaining 40% of EIT is still owned by principal
customer, Mediaset. Subsequent to the acquisition, 2i Towers was
merged with EIT in a transaction that has brought about EUR480
million of debt held by 2i Towers into EIT. The newly-merged entity
has pro-forma gross debt of EUR714 million. EIT's funds from
operations (FFO) adjusted net leverage is expected to increase to
6.1x at FY2019 from 3.4x at FY2018. The increase was the primary
cause of the downgrade to 'BB'.

Retained Financial Flexibility: EIT does not currently have a
formal financial policy for leverage or shareholder remuneration.
Fitch expects EIT to make EUR41 million of dividend payments during
2019. After this EIT is retaining flexibility in its approach and
likely to make dividend payments based on operational performance
and investment opportunities. The lack of a formal policy, while
retaining flexibility for investments, creates some uncertainty
about the pace and extent of deleveraging, which could be a
downside risk for the rating.

Steady State Rating Scenario: Fitch's base case forecasts reflect a
'steady state scenario' that retains some deleveraging capacity,
assumes no M&A from 2020 and broadly stable annual dividends of
EUR40 million a year, equating to approximately 45% of pre-dividend
free cash flow (FCF). The scenario envisages that FFO-adjusted net
leverage will decline to 5.4x by 2021 and remain within the
downgrade threshold for the rating of 5.5x. EIT has a maximum
potential organic deleveraging capacity of up to 0.6x FFO adjusted
net leverage per year if no dividends are paid and no M&A is
undertaken.

Visible Revenues, Strong FCF: At the end-2018 EIT derived about 78%
of its revenues from broadcast TV, 15% from telecoms towers and 7%
from other sources such as radio and Internet of Things (IoT). TV
and telecom revenue streams are based on inflation-linked contracts
that are typically of five years duration or more. The long-term
contracts provide revenue visibility and combined with a relatively
predictable cost structure and a maintenance capex to sales
requirement of 4% to 5%, enable EIT to generate strong pre-dividend
FCF margins of around 30% (from 2020).

Medium-Term Sectorial Uncertainties: Fitch believes demand for
EIT's telecoms towers will remain robust as mobile operators deploy
5G and meet rural coverage requirements. TV broadcasting revenues
on a medium-term perspective carry some risks. These relate to
substitution effects from terrestrial fibre deployment/IPTV,
fragmentation of content consumption habits and increasing
proportion of advertising spending on internet content that may
impact the viability of some TV channels and consequently the
demand for EIT's TV broadcast services. However, the evolution of
these trends in Italy is relatively slow compared with other
countries in Europe due to the gradual pace of fibre deployment.

700 MHz Frequency Refarming: Italy will see some of the spectrum
that is used for TV broadcasting reallocated for 5G mobile services
by 2022. The reallocation will see the number of multiplexers (MUX)
of EIT's customers decline from 5 to 2.5. The decline will see a
reduction in revenues for EIT that can be predicted and is included
in Fitch's base case forecasts. Fitch  expects EIT to be able to
offset the declines at the EBITDA level through cost reductions and
growth in other areas of the business such telecoms towers and
IoT.

Scope and Rationale for M&A: The reduction in frequencies for TV
broadcasting and potential medium- to long-term substitution risks
relating to IPTV create a strong rationale and industrial logic for
building scale and extracting synergies through in-organic
development. The change in EIT's shareholding may facilitate this
process. M&A is an event risk to EIT's rating with potential for
improving its operating profile but also affecting the company's
deleveraging capacity.

DERIVATION SUMMARY

EIT's natural peer group includes pan-European tower operator,
Cellnex Telecom SA (BBB-/Rating Watch Negaitve) and the large US
mobile tower operators, American Tower Corporation (BBB/Stable) and
Crown Castle International Corp (BBB/Stable). Versus these peers
EIT is smaller, has more limited diversification and is mainly
reliant on broadcast TV rather than the mobile-oriented businesses
of its peers. EIT's operational quality is therefore less strong
and consequently has a lower FFO-adjusted net leverage tolerance of
1.0x at a given rating level compared with Cellnex.

Taking into account the market structure, exposure to broadcast TV
and higher leverage following its takeover, EIT's ratings are
currently positioned towards the lower end of the 'BB' level, with
limited headroom within its leverage metric. However, Fitch
considers terrestrial TV in Italy as less exposed to the risk of
technological change or disintermediation than other markets given
the limited penetration of pay-TV, absence of a cable network in
the country and less advanced, albeit improving, fibre
infrastructure. For these reasons, revenue and cash flow visibility
are regarded as strong and the company capable of managing leverage
close to its downgrade threshold if required.

KEY ASSUMPTIONS

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

  - Revenue growth of around 3% in 2019 driven predominantly by
new
    MUX contracts and small scale M&A;

  - EBITDA margin of 53% in 2019 support by further cost
efficiencies;

  - Cash tax rate of 30%;

  - Maintenance capex to sales ratio of 4% to 5%;

  - Common dividends of EUR40 million per year; and

  - M&A spend of EUR28 million FY19 and zero thereafter.

RATING SENSITIVITIES

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

  - A decrease in FFO-adjusted net leverage to below 5.0x on a
    sustained basis, which could lead to an upgrade to 'BB+'; and

  - Stable competitive and regulatory environment and visibility
on
    financial policy relating to shareholder remuneration.

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

  - Failure to reduce FFO-adjusted net leverage to below 5.5x on a
    sustained basis by 2021, with no significant and consistent
    deleveraging progress during this period;

  - Higher than expected dividend payments and M&A spend that
drives
    a reduction in deleveraging capacity to below 0.3x FFO-adjusted

    net leverage per year without further remedial action;

  - Fixed charge cover sustained below 2.5x; and

  - Any change in regulatory or competitive environment that would
    jeopardise EIT's strong market position as a quasi-utility.

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: As of FY18, EIT reported readily available
cash of EUR8.9 million, in line with year-end 2017 (EUR8.2
million). There are no debt maturities until July 2023. EIT is
strongly cash generative which provides flexibility if needed.

OFFICINE MACCAFERRI: Moody's Puts B3 CFR on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the B3 corporate family rating
of Officine Maccaferri S.p.A. on review for downgrade.
Concurrently, Moody's has also placed on review for downgrade the
company's B2-PD probability of default rating and the B3 senior
unsecured rating on Officine Maccaferri's EUR200 million
(outstanding EUR190 million) notes due in June 2021. The outlook
has been changed to rating under review from stable.

"The review for downgrade reflects the company's weakening
liquidity, high leverage and the uncertainty around the
implications that the restructuring process of Maccaferri's
ultimate parent company (SECI S.p.A.) may have on Maccaferri's
ability to refinance its capital structure by the end of 2019, and
to execute its strategic plan," says Giuliana Cirrincione, Moody's
lead analyst for Maccaferri.

RATINGS RATIONALE

The review for downgrade reflects the risk that the refinancing of
Maccaferri's capital structure as well as the search for a
strategic partner to join the company's share capital may not be
completed by the end of 2019. This would lead to a stall in the
execution of Maccaferri's strategic business plan and to a further
deterioration in the company's liquidity profile over the next
12-18 months.

Maccaferri will face a debt maturity wall in June 2021, when its
EUR190 million outstanding senior notes are due. The company's
liquidity relies on a committed factoring line of EUR35 million,
which however will mature in November this year. In addition,
during 2018 the company reported a number of one-off costs which --
despite being related to non-trading items - depressed its cash
flow generation capacity and EBITDA, and resulted in a
Moody's-adjusted leverage of 13x in 2018 (or 5.8x excluding the
one-off components).

Maccaferri's parent company, SECI S.p.A., (which is however outside
of the rated restricted group) is currently going through a
restructuring process and Moody's believes this implies a risk of
additional cash leakage besides the baskets permitted under
Maccaferri's bond documentation. In addition, SECI S.p.A. owes
Maccaferri EUR32 million, which could support Maccaferri's
refinancing and business expansion plans. However, this receivable
is at risk of not being repaid.

The review will focus on (1) the implications that the
restructuring process of SECI S.p.A. may have on Maccaferri's
liquidity; (2) the progress that Maccaferri is making with regards
to the new proposed financing and ownership structure; and (3)
Maccaferri's financial targets and expected liquidity needs under a
scenario in which the transaction closing with the new shareholder
and refinancing does not materialise in the near term.

LIST OF AFFECTED RATINGS:

Issuer: Officine Maccaferri S.p.A.

On Review for Downgrade:

  LT Corporate Family Rating, currently B3

  Probability of Default Rating, currently B2-PD

  Senior Unsecured Regular Bond/Debenture, currently B3

Outlook Action:

  Outlook, Changed To Rating Under Review From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials published in May 2019.

COMPANY PROFILE

Officine Maccaferri S.p.A., incorporated in Bologna, Italy, is a
leading designer and manufacturer of environmental engineering
products and solutions, with a global footprint. It reports four
divisions: the Double Twist Mesh products, the Geosynthetics
polymer materials, the Rockfall and snow protections nets and the
Other Products division, which includes a range of tunneling and
wall reinforcing products, as well as engineering solution services
and wire products. In 2018, the company reported EUR535 million
revenue and EUR47 million EBITDA adjusted for extraordinary items.




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HEMA BV: Moody's Alters Outlook on B2 CFR to Negative
-----------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Hema B.V.
Concurrently, Moody's has affirmed the B2 instrument rating of the
EUR600 million senior secured floating rate notes due 2022 issued
by HEMA Bondco I B.V. and the Caa2 rating to the EUR 150 million
senior unsecured notes due 2023 issued by HEMA Bondco II B.V..
Moody's has changed the outlook of Hema, HEMA Bondco I B.V. and
HEMA Bondco II B.V. to negative from stable.

"T[he] change in outlook to negative reflects Hema's deteriorating
operational performance and negative free cash flow generation in
FY 2018 and our expectation of continued challenging trading
conditions in the next 12 to 18 months owing to intense
competition, slow economic growth and high cost inflation which
will keep pressure on Hema's earnings and cash flows in the coming
quarters," says Francesco Bozzano, a Moody's Assistant Vice
President -- Analyst and lead analyst for Hema.

RATINGS RATIONALE

Hema's B3 corporate family rating reflects (1) the company's highly
leveraged capital structure, with Moody's-adjusted debt/EBITDA
ratio at 7.3x as of February 3, 2019 (fiscal year, FY 2018), and
limited deleveraging prospects over the next 18 months; (2)
challenging trading conditions in the European apparel and non-food
retail market currently, owing to deteriorating consumer sentiment
and intense competitive environment; (3) the company's high sales
concentration in the Netherlands and its exposure to macroeconomic
trends; and (4) execution risks associated with its expansion
plan.

Conversely, the CFR is supported by the company's (1) established
market position and brand awareness in the Netherlands; (2) growth
prospects, supported by store remodeling in the Netherlands,
international store expansion and online growth; and (3)
differentiated and diversified product offering compared with other
retailers with an emphasis on household goods, apparel and food.

The B3 CFR also incorporates Moody's expectation that Hema will
successfully repay or convert to equity the outstanding pay-in-kind
(PIK) toggle notes of EUR40 million plus capitalized interest at
AMEH XXVI B.V., its parent company, well ahead of its maturity in
June 2020.

Moody's expects leverage to remain around 7.0x in the next 12
months because of continued challenging trading conditions which
will constrain earnings and margin recovery. In particular, Moody's
expects like for like (LFL) growth to remain broadly flat in 2019
and cost savings initiatives to be offset by rising cost inflation.
Moody's expects that Hema and Ramphastos Investments (Ramphastos),
Hema's owner, will take steps rapidly to repay the outstanding PIK
instrument at AMEH XXVI B.V. which is due in 2020. Moody's also
expects some EBITDA growth from the ongoing cost saving
initiatives. This would however only partially reduce leverage
which will remain well above 6.0x in 2020. Moody's includes the
around EUR40 million of outstanding PIK in the calculation of the
company's adjusted debt due to a cross-default provision which
could trigger a default on the debt of Hema's restricted group.
Moody's also includes capitalized operating lease commitments of
around EUR800 million in its calculation of the company's adjusted
debt.

In November 2018, Ramphastos has made a EUR35.8 million capital
contribution to the company and converted to equity around EUR80
million worth of PIK notes at AMEH XXVI B.V.. These recent
shareholder contributions are credit positive and partially offset
Hema's deteriorating operational performance in 2018. Moody's
expects Ramphastos to have the financial means and willingness to
repay or convert to equity the EUR40 million outstanding PIK plus
capitalised interest well ahead of its maturity.

The company's liquidity has weakened in 2018 because of the decline
in operating performance and negative free cash flow generation,
which was materially affected by a EUR65 million one-off negative
working capital movement. With a cash balance of EUR29 million in
FY 2018 and ongoing negative free cash flow, the company's
liquidity profile is viewed as stretched and Moody's anticipates
that the company will be increasingly reliant on its EUR68 million
available credit facilities. The company currently has access to a
EUR80 million super-senior Revolving Credit Facility, of which
EUR58 million was available as of FY2018 and to a EUR10 million
undrawn bank credit facility.

With expected cash flow from operations of around EUR96 million and
approximately EUR50 million capex in FY2019, Moody's expects free
cash flow to improve from its FY2018 level but to remain negative.
During FY2019 Moody's expects the company to continue to rely on
its credit facilities to finance its intra-year working capital
fluctuations, estimated at about EUR40 million.

The RCF, which expires in 2022, is subject to a minimum EBITDA
covenant of EUR70 million which compares to a company adjusted
EBITDA of EUR 111.7 million in FY2018, activated if drawings exceed
25%. There are no significant term debt maturities until 2022 when
the senior secured notes mature.

STRUCTURAL CONSIDERATIONS

The B3-PD PDR, in line with the CFR, reflects Moody's assumption of
a 50% Loss Given Default, typical for essentially all-bond-secured
capital structures with a single springing covenant under the RCF
with significant capacity. The EUR 600 million senior secured notes
are rated B2, one notch above the CFR, reflecting their more senior
ranking in the waterfall and the buffer provided by the EUR150
million senior unsecured notes. The Caa2 rating on the EUR 150
million senior unsecured notes reflects their subordinated position
in the capital structure, with the EUR600 million senior secured
notes and EUR80 million RCF contractually ranking senior to them.

Rating Outlook

The negative outlook reflects Moody's expectations that Hema's
sales and earnings will remain under pressure in the next 12 to 18
months.

The outlook could be stabilized if there is evidence of a
sustainable recovery in earnings and improvement in the company's
free cash flow and liquidity, which are currently weak.

What Could Change the Rating Up/Down

The company is weakly positioned in the B3 rating category and as
such, an upgrade is unlikely in the short term. However, positive
pressure on the ratings could result from a sustained improvement
in operating performance resulting in solid top line growth and
improving margins, significantly positive free cash flow, and
leverage at or below 5.5x on a sustained basis.

Downward pressure on the ratings could arise should Hema's
operating performance weaken further, if the company does not
deleverage from its current levels or if its EBIT/interest coverage
moves below 1.0x (on a Moody's adjusted basis). Negative ratings
pressure would also arise should the company's free cash flow
generation fail to improve leading to a further weakening in the
company's liquidity profile from current levels.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

Hema is a general merchandise retailer, operating a network of 762
stores as of the beginning of February 2019, principally in Benelux
(645), France (75), Germany (19), Spain (nine) and the UK (10). In
2018, Hema generated net sales of EUR1,269.9 million and adjusted
EBITDA of EUR111.7 million.

On November 29, 2018, Ramphastos Investments, a Dutch private
equity company, acquired Hema from Lion Capital.

STEINHOFF INT'L: Financial Restructuring Deadline Extended
----------------------------------------------------------
According to Business Report, Steinhoff International has obtained
support from its creditors to extend the due date by another month
to implement its financial restructuring in its European
subsidiaries.

The group said the extension was approved by the requisite
majorities of Steinhoff Europe AG (SEAG) and Steinhoff Finance
Holding GmbH (SFHG) creditors on May 30, Business Report relates.

Steinhoff has been racing against time to implement its financial
restructuring plans for its subsidiaries after it entered into a
company voluntary arrangement (CVA) in December last year, Business
Report notes.

The latest request for extension follows the two earlier ones
launched by the group in December and in March, Business Report
states.  The last one was launched on May 17, Business Report
relays.

"As a consequence of amending the CVA long-stop date, the long-stop
date pursuant to the lock-up agreement has also been amended to be
the same as the amended CVA long-stop date of June 30," Business
Report quotes the group as saying.

However, the group, as cited by Business Report, said it remains
committed in completing the financial restructuring as quickly as
possible.

It added that it continued to actively monitor cash flows and
manage other liabilities, including contingent claims, tax and
bilateral facilities as well as funding needs that might arise at
the subsidiary level, Business Report discloses.

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




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EXPOBANK LLC: Fitch Puts IDRs on Watch Amid Kurskprombank Deal
--------------------------------------------------------------
Fitch Ratings has placed the Long-Term Issuer Default Ratings of
Russia's Expobank LLC on Rating Watch Evolving.

The rating action follows Expo's acquisition of a majority stake in
Kurskprombank, a regional Russian bank, in late April 2019. Its
estimate is that KPB's total assets are equivalent to approximately
30% of Expo's.

Fitch expects to resolve the RWE following a review of the bank's
post-acquisition financial profile in August 2019 once Expo's
financial statements consolidating KPB become available, and after
it has discussed changes to the banking group's business model and
strategy with the management.

KEY RATING DRIVERS

Expo's ratings are driven by its standalone creditworthiness, as
reflected by its Viability Rating. The RWE on Expo's Long-Term IDRs
and VR reflects its view that Expo's standalone creditworthiness
could improve or deteriorate beyond the present ratings following
the KPB acquisition. This will depend on its assessment of the
impact of the acquisition on the bank's franchise, business model
and financial profile metrics.

According to Expo's management, the acquisition of KPB will extend
Expo's franchise into different regions, allowing it to benefit
from economies of scale.

The sale price was not disclosed, although Fitch understands the
stake in KPB was acquired at a discount to book value, thereby
giving rise to negative goodwill which will be reflected in Expo's
1H19 financial statements.

Fitch estimates that the transaction will negatively impact Expo's
Fitch Core Capital to risk-weighted assets ratio, pushing it down
to around 13.5% from 14.6% at end-2018, largely due to an increase
in combined RWAs. There is also a negative impact on Expo's
standalone regulatory capitalisation as investments in subsidiaries
are deducted from Tier 1 capital in line with local regulation.

According to the management, the regulatory Tier 1 capital ratio
declined to 10% at end-April 2019 from 12.5% at end-March 2019.
This is still higher than the 8% minimum required level (including
buffers), but suggests only moderate additional loss absorption
capacity over regulatory minimum requirements. At the same time,
regulatory Tier 1 capital ratio on consolidated basis was a higher
12.9% at end-April 2019, according to management estimates, due to
lower leverage at KPB.

KPB's asset quality numbers look reasonable. At end-2018, Stage 3
loans under IFRS 9 were equivalent to 8.2% of gross loans and fully
reserved. Fitch estimates the pro-forma consolidated Stage 3
loans/gross loans ratio for the banking group to be about 3.4% at
end-2018, also fully reserved. This suggests reasonable combined
asset quality metrics. However, Fitch plans to conduct a detailed
review of KPB's assets before resolving the RW.

Expo's Short-Term IDR of 'B', Support Rating of '5' and Support
Rating Floor of 'No Floor' are not affected by this rating action.

RATING SENSITIVITIES

Ratings could be upgraded if its assessment is that Expo's company
profile has been strengthened. It could be strengthened if there is
an enlarged franchise, a more diversified business model, with
consolidated asset quality, profitability, and funding and
liquidity metrics improving, while capitalisation, although having
decreased immediately after acquisition, is considered likely to
strengthen.

A reaffirmation of Expo's ratings with Positive Outlook is possible
should a full review of the effect of the acquisition on Expo's
financial profile metrics and other factors highlight no
significant changes.

Ratings may be put on Negative Outlook or downgraded if Fitch finds
significant risks from the acquisition for the banking group. For
example, if KPB's asset quality turns out to be weaker than
reported it could undermine capitalisation.

The rating actions are as follows:

Expobank LLC

  Long-Term Foreign and Local Currency Issuer Default Ratings:
  'B+', put on RWE

  Short-Term Issuer Default Rating: 'B', unaffected

  Support Rating: '5', unaffected

  Support Rating Floor: 'No Floor', unaffected

  Viability Rating: 'b+', put on RWE


PAO SOVCOMFLOT: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded Russia-based PAO Sovcomflot's Long-Term
Issuer Default Rating to 'BB+' with Stable Outlook from
'BB'/'Positive'. Fitch has also upgraded SCF Capital Designated
Activity Company's senior unsecured notes, which are guaranteed by
SCF, to 'BB+'.

The upgrade reflects SCF's improved business profile due to an
expansion in industrial business, which contributed about 57% in
total time charter equivalent revenue in 2018, up from 34% in 2016.
The upgrade is also supported by its expectation of funds from
operations adjusted net leverage moderation to about 5x in 2019 and
to about 4.6x on average over 2020-2022 down from a peak of
slightly above 7x in 2017. The rating also incorporates SCF's large
scale of operations, fairly young and specialised fleet,
diversified customer base and exposure to market risks through
conventional business.

The 'BB+' rating incorporates a one-notch uplift to its standalone
credit profile of 'bb', reflecting the links to parent, the Russian
Federation (BBB-/Positive).

KEY RATING DRIVERS

Improved Business Profile: SCF materially expanded its operations
in the industrial segment, including gas transportation and
offshore services, which accounted for about 57% of total TCE
revenue in 2018, up from 34% in 2016. The industrial segment is
generally more profitable and benefits from long-term, fixed-rate
contracts, improving cash flow visibility, unlike the conventional
segment, including oil and oil products shipping, which is
typically contracted for less than two years or runs on spot
trading. At end-2018, SCF contracted revenue for USD8.4 billion
(including JVs), of which USD3 billion is scheduled over 2019-2022.
Fitch expects industrial business to contribute more than half of
total TCE revenue in 2019-2022.

Leverage Moderation Expected: In 2018, SCF's Fitch-calculated FFO
adjusted net leverage decreased to 5.7x from a capex- and low
rates- driven peak of 7.4x at end-2017; it expects it to moderate
further to about 5x in 2019 and to about 4.6x on average over
2020-2022 on stable cash flow from the industrial segment and
lower-than-historical level of capex. Fitch expects SCF will
generate healthy cash flow from operations in 2019-2022, but that
its FCF will be negative in 2019, and neutral to slightly positive
in 2020 on an increase in EBITDA following the introduction of
seven new vessels over 2019-2020.

Tanker Rates Remain Low: Tanker rates continued to decline in 2018,
with some recoveries witnessed from 4Q18, which continued in 1Q19.
In its rating case, Fitch applies the more recent 12 months average
freight rates for spot operations for 2019 and historical 10-year
average from 2020. SCF is exposed to market risks because about 40%
of total TCE revenue comes from the transportation of conventional
crude oil and oil products, of which around 70% operates on spot
trading, with the remaining on fixed term contracts of no more than
five years and the vast majority of them expiring in the next 12
months.

Diversified Customer Base: SCF has a diversified customer base
consisting of large international and Russian oil and gas
companies, whose unconstrained credit profiles are generally
stronger than that of SCF. Top 10 customers accounted for 77% of
TCE revenue in 2018, with no single counterparty contributing more
than a fifth of TCE revenue.

One-Notch Uplift: SCF's 'BB+' IDR includes a one-notch uplift from
its SCP of 'bb'. Fitch views the status, ownership and control
linkage of SCF with the sovereign as strong, due to the
government's full ownership of the company while there is a
moderate record of support. Fitch assesses socio-political
implications of its theoretical default as moderate because the
company operates in a highly competitive market and could be
substituted, despite SCF playing an important role in the Russian
oil and gas sector and being included in the list of strategically
important enterprises.

Fitch considers SCF's business as less strategically important than
oil and gas or utilities. SCF is not a direct proxy of the state
creditworthiness, it therefore believes a company default would
have a moderate impact on the government's ability to finance
itself and therefore assess the financial implications of SCF's
theoretical default as moderate.

The one-notch uplift would be capped at one notch below the Russian
sovereign rating and thus SCF's rating upside is limited.

Partial Privatisation Rating-Neutral: Fitch views the potential
privatisation of 25% minus one share as rating-neutral, as it
believes it will not affect the relations between SCF and the
state, given the company's integral part of government's energy
strategy in transporting Russia's oil and gas and its close working
relationship with state-owned oil and gas companies. Further
significant privatisation leading to loss of the effective control
over SCF by the state may result in removal of the one-notch uplift
above the SCP.

Senior Unsecured Aligned with IDR: Fitch continues to align the
senior unsecured rating with the company's Long-Term IDR. It would
consider decoupling the ratings were the amount of unencumbered
assets to fall well below 2x of unsecured debt on a sustained
basis, which it believes would indicate a structural subordination
that is detrimental to the unsecured debt.

DERIVATION SUMMARY

Despite SCF having higher leverage than PT Soechi Lines Tbk
(B/Stable), its SCP of 'bb' is higher than Soechi and is
underpinned by its significantly stronger business profile
supported by the large scale of its business, healthy share of
long-term contracts, fairly young and specialised fleet and
diversified customer base. While Soechi's historical average FFO
adjusted net leverage is around 4x, SCF's EBITDA is around 10x
larger than Soechi. SCF's 'BB+' rating incorporates a one-notch
uplift to its SCP of 'bb', reflecting the links to parent, the
Russian Federation.

KEY ASSUMPTIONS

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

  - 12-month average freight rates for spot operations for 2019
    and 10-year average from 2020, capacity as per scheduled
    deliveries;

  - contractual rates for time charters;

  - annual capex of around USD450 million;

  - dividend of around USD25 million in 2019 and dividend pay-out
    ratio of around 50% of net income in 2020-2022.

RATING SENSITIVITIES

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

  - Stronger links with the government.

  - FFO adjusted net leverage well below 4.3x and FFO fixed-charge
    cover above 4.0x on a sustained basis may lead to a stronger
    SCP. However, with the current strength of the parent links
    SCF's IDR is capped at one notch below that of the Russian
    Federation unless its SCP is the same or above the government,

    which it does not expect.

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

  - Structural decline of tanker rates or more sizeable capex
    resulting in deterioration of the company's credit metrics
    (eg FFO adjusted net leverage above 5.3x and FFO fixed-charge
    coverage below 3.0x on a sustained basis)

  - Weaker links with the government.

  - Unencumbered assets falling well below 2x of unsecured debt  
    on a sustained basis would lead to a downgrade of the
    senior unsecured rating.

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: SCF's end-2018 unrestricted cash position was
USD268 million along with its undrawn portion of committed credit
lines of USD436 million, USD85 million of which are revolver for
general corporate purposes and the rest related to capex. This
compares comfortably with short-term debt maturities of USD317
million and negative post-dividend free cash flow of around USD32
million that it estimates for the subsequent 12 months. In May
2019, SCF signed an additional capex-related credit line of USD297
million.

SUMMARY OF FINANCIAL ADJUSTMENTS

Operating Leases: Although the company is based in Russia, Fitch
continues to apply 8x multiples to operating leases as the majority
relates to vessels leases, which are US dollar denominated and for
which Fitch assumes implied interest rates significantly below
those in Russia.

Cash: Fitch has reclassified as restricted cash at end-2018 cash
related to the retention accounts of USD27.4 million designated by
the group's lenders for the purposes of the secured bank loan
agreement to cover future loan principal and interest repayments,
restricted deposits of USD1 million, which represent additional
security for the purpose of certain secured loan agreements and
bank deposits accessible on maturity of USD0.5 million.

EBITDA: loss on sale of assets, loss on sale and dissolution of
subsidiaries, allowance for credit losses, share of profits in
equity accounted investments and vessels and other impairment
provision were excluded from EBITDA calculations.

Cross-currency Interest Rate Swap: Net asset/liability for
cross-currency interest rate swaps are treated as debt.


RUSSIAN REGIONAL: Moody's Affirms Ba2 LongTerm Deposit Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed the Russian Regional Development
Bank's Ba2 long-term local- and foreign-currency deposit ratings,
the outlook remains stable. Concurrently, the rating agency
upgraded RRDB's Baseline Credit Assessment (BCA) to ba3 from b1 and
affirmed adjusted BCA at ba2.

RRDB's long-term and short-term Counterparty Risk Assessments (CR
Assessments) of Ba1(cr)/Not Prime(cr), the long-term and short-term
local and foreign-currency Counterparty Risk Ratings (CRRs) at
Ba1/Not Prime, as well as its Not Prime short-term local and
foreign-currency deposit ratings were also affirmed.

RATINGS RATIONALE

The upgrade of the bank's BCA to ba3 from b1 reflects improvement
in the bank's solvency metrics, particularly its asset quality,
with below market-average problem loan ratio and relatively low
provisioning charges owing to limited credit risk appetite and
focus on the large first- and second-tier borrowers. In addition
RRDB's capital adequacy normalized recently at strong levels
despite the rapid expansion of the bank's balance sheet since
2017.

RRDB's asset quality indicators have showed a positive trend over
the previous two years. The bank's share of problem lending
(defined as stage 3 loans) declined to 2.6% of gross loans at
end-2018 from 4.6% at end-2016, while coverage of problem loans by
loan-loss reserves amounted to 81%. The bank reported below
market-average credit costs over the past two years, although its
loan book increased fourfold for the same period following material
capital injection made by PJSC Oil Company Rosneft (Rosneft; Baa3
stable) and its subsidiaries in late 2016.

The main reason for RRDB's strong asset quality is conservative
risk appetite reflected by exposure to the Russian creditworthy
blue-chip corporates as well as subsidiaries and counterparties of
the bank's ultimate shareholder Rosneft. Moody's expects that asset
quality metrics will remain strong in the next 12-18 months amid
moderate business expansion.

The consolidation of troubled Bank Peresvet in Q3 2017 and rapid
loan-book growth triggered a corresponding normalization of capital
adequacy metrics. RRDB's Tangible Common Equity accounted for 12.6%
of risk-weighted assets (RWA) at the end of 2018 down from 18.1% as
of year-end 2017 and 51.5% as of year-end 2016. Moody's believes
that the bank's TCE will not fall below 10-11% of RWAs in the next
12-18 months amid expected moderate growth of the loan portfolio.

RRDB reported return on average assets of 1.3% in 2018, down from
1.4% in 2017 and 1.9% in 2016. On the one side, the bank's
bottom-line results benefitted from relatively low provisioning
charges owing to good quality of its loan portfolio. One the other
side, high competition for blue-chip corporate borrowers resulted
is modest net interest margin (NIM; 3% in 2018 compared with 4.1%
in 2017). Moody's expects that RRDB's profitability metrics will
somewhat improve in the next 12-18 months owing to higher share of
lending in total assets as well as better cost efficiency.

AFFILIATE SUPPORT

RRDB's Ba2 long-term deposit ratings incorporate a high probability
of affiliate support from the bank's parent, Rosneft. The parent's
long-term issuer rating at Baa3 is used as an anchor for parental
support. This assessment is based on Rosneft's ultimate majority
ownership, a track record of capital injections and the strategic
fit reflected in the bank's high involvement in servicing Rosneft
and its affiliates.

STABLE OUTLOOK

The stable outlook on the long-term deposit ratings reflects
Moody's opinion that the bank is well positioned at BCA of ba3 and
will maintain its strong credit metrics over the next 12-18
months.

WHAT COULD MOVE THE RATINGS UP/DOWN

RRDB's ratings could be upgraded or rating outlook could be changed
to positive in case of (1) material reduction of concentration in
the bank's deposit base and loan portfolio, and (2) a sustained
trend in asset quality indicators, despite rapid loan book growth
in the corporate segment.

The ratings could be downgraded or rating outlook could be changed
to negative if (1) the bank's profitability worsens and capital
adequacy decreases below the current expectations, or (2) the
parent company's propensity or ability to provide support
significantly weakens.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Issuer: Russian Regional Development Bank

Upgrades:

Baseline Credit Assessment, Upgraded to ba3 from b1

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed ba2

LT Bank Deposits, Affirmed Ba2, Outlook remains Stable

LT Counterparty Risk Assessment, Affirmed Ba1(cr)

LT Counterparty Risk Ratings, Affirmed Ba1

ST Counterparty Risk Assessment, Affirmed NP(cr)

ST Counterparty Risk Ratings, Affirmed NP

ST Bank Deposits, Affirmed NP

Outlook Actions:

Outlook, Remains Stable




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S P A I N
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BERING III SARL: S&P Assigns B Ratings, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B' ratings to Spanish frozen
seafood provider Bering III S.a.r.l (Iberconsa S.A) and the
company's EUR310 million bullet term loan B (TLB), which is being
used to refinance its capital structure following the 2019
acquisition by Platinum Equity.

The rating reflects Iberconsa's relatively small size, limited
geographical diversification, and focus on the provision of wild
catch frozen seafood products, with special emphasis on Argentine
red shrimp (47% of 2018 sales), hake (31%), and squid (11%), which
constrains its business-risk profile.

The rating accounts for the lack of aquaculture substitutes for
these products, positive fish industry dynamics, the company's
well-established brand equity, and barriers to market entry
including fishing licenses, quotas, and capital investment. S&P
said, "However, Iberconsa's financial-risk profile is constrained
by its financial sponsor ownership and modest free operating cash
flow (FOCF) generation, which we project to be EUR2 million-EUR6
million in 2019-2020 under our base case. We forecast that
Iberconsa's S&P Global Ratings' adjusted leverage will be about
5.6x post acquisition. In addition, we expect the company to grow
thanks to continued product price increases and acquisitions, which
should mitigate refinancing risk."

Iberconsa is based in Spain, where the majority of the company's
commercialization and distribution efforts take place. However,
even though almost half of the entity's revenue is generated in
Spain, its fishing grounds are located in Argentina, Namibia, and
South Africa. Companies are awarded licenses to carry out fishing
operations in accordance with regulation for each species. These
licenses are rarely issued, with no new licenses issued in
Argentina since 2001. Iberconsa is in possession of a
lifetime/perpetual license for all species in Argentina and has a
100% quota renewal rate in Argentina, Namibia (since 2011), and
South Africa (100% deep-sea and 90% in-shore). These limit the
amount of participants that are allowed to fish and make entry into
this industry difficult because new entrants must go through the
regulatory process of applying for new licenses. A second option is
to acquire vessels or companies that already have licenses, but
this would require large initial capital expenditure (capex).
Having said that, Iberconsa's fishing grounds are located in
countries prone to political instability, which could hinder the
company's operations or lead to regulatory changes. S&P notes that
Argentina will grant new quotas in 2024, South Africa in 2020
(deep-sea) and 2032 (in-shore), and Namibia in first-half 2019 and
2034. S&P believes that Iberconsa is in a good position to renew
its upcoming quotas in Namibia.

S&P said, "The niche focus and relatively small scale of
Iberconsa's operations significantly constrain our view of the
group's business risk. The company has limited geographical
diversification, with Spain accounting for 42% of 2018 sales, and
has narrow product diversity, with hake, Argentine red shrimp, and
squid representing 89% of 2018 sales. This renders the company
vulnerable to changes in customer demand and potential weather and
disease risk affecting those species. However, we note that global
demand for fish protein has increased under healthy eating trends.
Frozen fish is expected to outperform overall fish consumption in
developed countries due to its convenience, ease of preparation,
and lower health-related risks. Furthermore, we consider that only
squid is likely to be affected by weather risk, given its
sensitivity to water temperatures and migrating nature, while hake
and Argentine red shrimp tend to be more resilient. We also
consider that disease risk is less pronounced for Iberconsa
compared with aquaculture-focused companies, as it focuses on wild
catch, which is less affected by health-related issues. We note
that Iberconsa's species have never experienced serious disease
outbreaks.

"In our view, the risk of product substitution from aquaculture
players is constrained for Iberconsa. Hake and squid tend to
cannibalise in confined environments, which makes farming
difficult. Furthermore, Argentine red shrimp cannot be subject to
aquaculture practices."

In S&P's view, Iberconsa benefits from good profitability levels.
The company's adjusted EBITDA margins of 19%-20% owe to its
vertically integrated business model and presence in all stages of
production: catching, processing, commercialization and
distribution." Iberconsa distributes its products through four main
channels:

-- Retail: Large supermarket chains and Iberconsa's own stores
network (about 24% of sales).
-- Horeca: Hotels and restaurants (about 24%).
-- Manufacturers: International and local fish makers (about
11%).
-- Traders: Sales to local customers directly from their fishing
regions (39%).

S&P said, "We note that relationships with retailers are based on
agreements--and not contractual arrangements--where prices can be
renegotiated every three months. In our opinion, this increases the
scope for retailers to change suppliers. However, we note that
Iberconsa has long-standing relationships with key retailers thanks
to its leading position within its species, especially in Spain.
The company aims to transition its sales channel from traders,
toward retailers where higher profitability can be achieved through
value-added products. We believe a failure to successfully
transition toward higher margins sales channels could put pressure
on the company's EBITDA trajectory and on the rating."

About 30% of sales are non-EU and are typically denominated in U.S.
dollars, with a small portion in various local currencies. This
mitigates the exposure to foreign exchange (FX) risk by covering
operating expenses that are denominated in U.S. dollars such as
fuel, high-end crew, and capex. S&P also notes that the company
pays crewmembers and some operating costs in local currencies,
which further supports profitability. For instance, in 2018 the
company experienced an FX benefit from the significant depreciation
of the Argentinian peso, which translated into higher margins.
Nevertheless, S&P has not included any FX upside in its forecast.

S&P said, "Iberconsa's capital structure is highly leveraged as a
result of its debt-funded acquisition by private equity firm
Platinum Equity, in our view. We forecast Iberconsa's adjusted debt
to EBITDA will be about 5.6x in 2019 before decreasing to nearly
5.4x in 2020, thanks to likely growth momentum. However, we expect
leverage to jump to nearly 5.8x in 2020 through anticipated
debt-financed acquisitions to expand into new fishing grounds. Our
debt adjustments include EUR50 million of vendor loans, EUR5
million of rollover debt, and about EUR2.4 million of operating
leases.

"We expect Iberconsa to generate modest FOCF of EUR5 million-EUR8
million in 2019-2020, constrained by substantial expansionary capex
and working capital requirements. We consider that the existing
vessel base is well invested with the company having spent
significant capex over the past two years. However, the group needs
to continuously optimize its fleet to execute its growth strategy.
We estimate that working capital financing will be required to fund
intrayear swings of about EUR40 million. The company may suffer
from working capital swings in the second half of the year when
working capital needs begin to rise due to increasing shrimp
volumes and the beginning of hake season. In October, the hake
season stops and the company's frozen shrimp stocks fall with the
beginning of the Christmas period. We acknowledge though that the
company tries to mitigate this by increasing on-board processing.

"The stable outlook reflects our view that Iberconsa will report
continued EBITDA growth, underpinned by the optimization of its
fleet, a shift toward high-margin commercial relationships with
retailers, and expansion into other fishing grounds. This should
allow the company to sustain adjusted debt to EBITDA of 5.0x-5.5x
in the next two years, while generating positive FOCF.

"We could lower the rating if Iberconsa fails to successfully
increase its EBITDA base, such that the group's adjusted debt to
EBITDA is significantly above 5x or its adjusted EBITDA interest
coverage is below 3x for a protracted period. Furthermore, we could
lower the rating if Iberconsa's FOCF turned negative on a
sustainable basis due to higher than expected working capital
outflows or capex needs.

"A positive rating action is unlikely in the next 12-24 months.
However, we could raise the rating if Iberconsa materially
increased the scale and diversity of its product offerings without
hindering profitability. Ratings upside could also emerge if we
were convinced that Platinum Equity would consistently support the
group's deleveraging trajectory. This would include adjusted debt
to EBITDA remaining comfortably below 5x, supported by sizable FOCF
that would enable the company to withstand any unforeseen negative
events, such as pressure on profitability, greater working capital
outflows, or an increase in interest rates."


KUTXA HIPOTECARIO II: Fitch Hikes Class C Notes Rating to 'Bsf'
---------------------------------------------------------------
Fitch Ratings has upgraded one tranche and affirmed six tranches of
three Spanish RMBS transactions AyT Kutxa Hipotecario I, FTA (Kutxa
1), AyT Kutxa Hipotecario II, FTA (Kutxa 2) and HT Abanca RMBS II,
FT (Abanca). The Outlooks are Stable for all tranches except for
Abanca class A notes that remain at Positive.

The transactions comprise residential mortgages serviced by
KutxaBank, SA (BBB+/Stable) and Abanca, SA (BBB-/Stable).

KEY RATING DRIVERS

Credit Enhancement (CE) Supports Ratings

Fitch expects structural CE to remain broadly stable for Kutxa 1 as
the securitisation notes continue to amortise on a pro-rata basis.
Conversely, Fitch expects CE ratios for Kutxa 2 to decrease
temporarily as the reserve fund is likely to amortise to its target
balance. It also expects CE to continue increasing for Abanca 2 as
the transaction amortises sequentially with a non-amortising
reserve fund. Fitch views these CE trends as sufficient to
withstand the rating stresses, leading to the upgrade and
affirmations, and reflect the Positive Outlook on Abanca class A
notes.

Stable Asset Performance

The rating actions reflect Fitch's expectation of stable credit
trends given the significant seasoning of the securitised
portfolios, the prevailing low interest rate environment and the
Spanish macroeconomic outlook. Three-month plus arrears (excluding
defaults) as a percentage of the current pool balance remained
below 0.5% in all three transactions as of the latest reporting
date, while cumulative default rates stood at 0%, 0.6% and 5.8% for
Abanca 2, Kutxa 1 and Kutxa 2 initial portfolio balances,
respectively.

Regional Concentration

The securitised portfolios are exposed to geographical
concentration in the regions of Galicia (Abanca 2) and Basque
Country (Kutxa 1 and 2). In line with Fitch's European RMBS Rating
Criteria, higher rating multiples are applied to the base
foreclosure frequency (FF) assumption to the portion of the
portfolio that exceeds 2.5x the population within these regions.

Payment Interruption Risk Mitigated

The transactions are viewed by Fitch as sufficiently protected
against payment interruption risk in the event of servicer
disruption, as liquidity sources are sufficient to cover at least
three months of senior fees, net swap payments (if applicable) and
interest payment obligations on the senior notes, until an
alternative servicing arrangement is implemented.

VARIATIONS FROM CRITERIA

In its analysis of Abanca 2, Fitch has increased by 5% the FF
expectation for instalment build-up loans that come from previous
securitisations (AyT CGH, Series Caixa Galicia I and II,
representing 54.6% of the portfolio), due to stable credit
performance since these transactions were originated in 2008. This
constitutes a variation from the agency's European RMBS Rating
Criteria, which makes a 50% FF adjustment for instalment build-up
loans. A model-implied rating impact of two notches is linked to
this variation.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could have
negative rating implications, especially for junior tranches that
are less protected by structural CE

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

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

DATA ADEQUACY

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

For Kutxa 1 and Kutxa 2 Fitch did not undertake a review of the
information provided about the underlying asset pools ahead of the
transactions' initial closing. The subsequent performance of the
transactions over the years is consistent with the agency's
expectations given the operating environment and Fitch is therefore
satisfied that the asset pool information relied upon for its
initial rating analysis was adequately reliable.

For Abanca 2 prior to the transaction closing, Fitch reviewed the
results of a third-party assessment conducted on the asset
portfolio information and concluded that there were no findings
that affected the rating analysis.

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.

Full list of rating actions:

AyT Kutxa Hipotecario I, FTA:

Class A notes: affirmed at 'AA+sf'; Outlook Stable

Class B notes: affirmed at 'A+sf'; Outlook Stable

Class C notes: affirmed at 'BB+sf'; Outlook Stable

AyT Kutxa Hipotecario II, FTA:

Class A notes: affirmed at 'AAAsf'; Outlook Stable

Class B notes: affirmed at 'Asf'; Outlook Stable

Class C notes: upgraded to 'Bsf' from 'CCCsf'; Outlook Stable

HT Abanca RMBS II, FTA:

Class A notes: affirmed at 'AAsf'; Outlook Positive




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

ARCADIA GROUP: Pensions Regulator Backs CVA Proposal
----------------------------------------------------
Maria Ponnezhath, Ishita Chigilli Palli and James Davey at Reuters
report that Philip Green's struggling Arcadia fashion group has
secured the backing of Britain's pensions regulator for a major
restructuring, increasing the chances of his Topshop-to-Dorothy
Perkins business avoiding a collapse into administration.

Late on June 4, Arcadia said it would provide GBP210 million
(US$267 million) of security over assets for its pension schemes,
including an additional GBP25 million to help close a funding
deficit as agreed with the Pensions Regulator (TPR), Reuters
relates.

The move comes on top of a pledge by Tina Green, Philip Green's
Monaco-based wife and Arcadia's ultimate owner, to contribute GBP75
million over three years plus an additional GBP25 million, making a
total of GBP100 million, Reuters states.

Arcadia creditors were set to meet yesterday, June 5, to vote on
the retail group's Company Voluntary Arrangement (CVA)
restructuring, which involves store closures and rent cuts, Reuters
notes.

According to Reuters, the restructuring would reduce Arcadia's own
annual contributions to its pension schemes from GBP50 million to
GBP25 million for three years.

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


BRITISH STEEL: Greybull Prepares Bids for French, Dutch Units
-------------------------------------------------------------
Michael Pooler at The Financial Times reports that Greybull
Capital, the private equity firm pilloried over last month's
collapse of British Steel, is preparing a bid for the group's
operations in France and the Netherlands, according to people
briefed on the plan.

The cherry-picking would see Greybull ditch the British parts of
British Steel three years after acquiring the group from India's
Tata Steel for GBP1 and weeks after it fell into insolvency, the FT
states.

Greybull, the FT says, plans to integrate British Steel's Hayange
factory in France and FN Steel in the Netherlands with a French
steelmaker that it acquired last month, forging a new continental
European steel business from the ashes of British Steel.

According to the FT, Greybull has said it will not make money from
British Steel failing, but a potential bid for the European
subsidiaries is likely to spark protests from union leaders and
politicians in the UK, where the government provided it a GBP120
million emergency loan for carbon credits.

British Steel collapsed into insolvency in late May, jeopardizing
about 5,000 jobs, after the government rejected pleas for a second
bailout, the FT recounts.

Trade unions want British Steel's UK and European businesses to be
sold as one, arguing that offers the best chance of long-term
survival in an industry beset by overcapacity, the FT discloses.

British Steel Limited, the group's UK unit that is centered on the
Scunthorpe plant, is in compulsory liquidation, the FT notes.  It
includes two smaller factories in North East England and is under
the control of the official receiver, a court-appointed civil
servant, who is overseeing day-to-day operations as a buyer is
sought, according to the FT.

The group's two European manufacturing subsidiaries are not in
liquidation and trading as normal, but their shares are also under
the control of the official receiver, the FT states.


HUDSPITHS: Goes Into Creditors' Voluntary Liquidation
-----------------------------------------------------
Viraj Shah at CyrptoVibes reports that the liquidation event of
forex trading firm Hudspiths is set to make investors lose millions
of pounds.

Hudspiths has recently established new ventures in Luxembourg and
Dubai, CyrptoVibes discloses.  It promised investors to use their
money for trading in risky foreign exchange derivatives products
which could bear up to five percent per month of returns,
CyrptoVibes states.

Late last year, the company stopped paying returns to its investors
and cited banking problems, CyrptoVibes recounts.  Later, creditors
started the process to wind up the company, CyrptoVibes relays.

Hudspiths has appointed UHY Hacker Young, insolvency practitioners
to oversee the voluntary liquidation process for the creditors,
CyrptoVibes discloses.  The Swindon-based company is also fighting
petition in the High Court by a group of 31 creditors who are owed
GBP5 million, CyrptoVibes notes.  The case is adjourned until June
12, CyrptoVibes states.

In the meanwhile, Hudspiths has a chance to circulate proposals for
the company voluntary arrangement (CVA) with its creditors,
CyrptoVibes discloses.

Liquidators recently sent a letter to creditors claiming that
Hudspiths has an estimated GBP7.3 million in the firm’s trading
accounts, CyrptoVibes relays.  According to CyrptoVibes, about
GBP6 million of these funds are placed in third-party accounts.
The liquidator commented that it is uncertain about the
recoverability of these funds, CyrptoVibes notes.


MAYFAIR BRASSWARE: Financial Woes Prompt Administration
-------------------------------------------------------
Business Sale reports that Mayfair Brassware Limited, a bathroom
supplier, has collapsed into administration after suffering a
series of financial difficulties as a result of tough trading
conditions.

The company, located in Sherburn in Elmet in the heart of North
Yorkshire, was forced to call in administrators on May 28, 2019,
Business Sale relates.  Corporate restructuring specialists Begbies
Traynor LLP have taken over the insolvency process, with partners
Lee Lockwood -- lee.lockwood@begbies-traynor.com -- and Julian
Pitts -- julian.pitts@begbies-traynor.com -- appointed as joint
administrators, Business Sale discloses.

In the last two years, an adverse exchange rate as a result of the
Brexit referendum forced the business to suffer financially, unable
to deflect a rise in costs onto its customers due to the
competitive trading arena, Business Sale relays.  In addition to
this, Mayfair Brassware also endured bad debts and a decline in
orders due to a general drop in construction activity, Business
Sale notes.

The business endured a period of marketing to find a buyer but
failed to secure a new owner in time, Business Sale states. Thus,
the business was no longer viable and placed in the hands of
administrators, Business Sale discloses.

In light of the administration, the company has been forced to
cease its trading operations and hand over responsibility to
Begbies Traynor LLP, according to Business Sale.

The administrators are presently working to realise the company's
assets -- primarily stock and a freehold industrial unit located in
Sherburn in Elmet -- and are inviting potential buyers to express
their interests immediately, Business Sale states.


MORTIMER BTL 2019-1: Fitch Gives B(EXP) Rating to Class X Notes
---------------------------------------------------------------
Fitch Ratings has assigned Mortimer BTL 2019-1 plc's notes expected
ratings as follows:

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

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

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

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

Class E: 'CCC(EXP)sf'; 95% Recovery Estimate

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

Class Z: 'NR(EXP)sf'

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

This transaction is a securitisation of buy-to-let mortgages
originated in England, Wales and Scotland by LendInvest BTL Limited
(LendInvest), which entered the BTL mortgage market in December
2017. LendInvest is the named servicer for the pool with servicing
activity delegated to Pepper (UK) Limited.

KEY RATING DRIVERS

Prime Underwriting, Limited History

LendInvest operates a tier 1 lending policy in line with prime BTL
lenders. All loans require a full valuation and LendInvest applies
loan-to-value (LTV) and interest cover ratio (ICR) tests. For tier
one products, LendInvest excludes borrowers with adverse credit
while some adverse credit is permitted for tier two lending. Tier
one loans represent 95% of the collateral in this pool. LendInvest
has a limited history of operations having advanced BTL mortgages
only since December 2017.

Geographical Diversification

This pool displays greater geographical diversity than typical BTL
pools, which often have a concentration in the London region. In
this pool, no region has a concentration equal to twice its
population and no adjustment is made as a result. Further, London
has a higher sustainable price discount (SPD) in Fitch Ratings'
assumptions than other regions, meaning that this pool has a lower
weighted average (WA) sustainable loan-to-value ratio than
comparable pools of recently originated BTL mortgages.

Fixed Hedging Schedule

The Issuer will enter into a swap at closing to mitigate the
interest rate risk arising from the fixed-rate mortgages in the
pool prior to their reversion date. The swap will be based on a
defined schedule assuming no defaults or prepayments, rather than
the balance of fixed-rate loans in the pool. In the event that
loans prepay or default, the issuer will be over-hedged. The excess
hedging is beneficial to the issuer in a rising interest rate
scenario and detrimental when interest rates are falling.

Unrated Seller

LendInvest is unrated by Fitch and has an uncertain ability to make
substantial repurchases from the pool in the event of a material
breach in representations and warranties (R&Ws). Fitch sees
mitigating factors to this, principally the materially clean
re-underwriting and agreed-upon procedures (AUP) reports, which
make a significant breach of R&Ws a sufficiently remote risk.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's base
case expectations may result in negative rating action on the
notes. Fitch's analysis revealed that a 30% increase in the WAFF,
along with a 30% decrease in the WA recovery rate, would imply a
downgrade of the class A notes to 'A+sf' from 'AAAsf'.

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

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

DATA ADEQUACY

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

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

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


MORTIMER BTL 2019-1: Moody's Assigns (P)B1 Rating on Class X Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Mortimer BTL 2019-1 PLC:

  GBP[]M Class A Mortgage Backed Floating Rate Notes due [June
  2051], Assigned (P)Aaa (sf)

  GBP[]M Class B Mortgage Backed Floating Rate Notes due [June
  2051], Assigned (P)Aa1 (sf)

  GBP[]M Class C Mortgage Backed Floating Rate Notes due [June
  2051], Assigned (P)A1 (sf)

  GBP[]M Class D Mortgage Backed Floating Rate Notes due [June
  2051], Assigned (P)Baa1 (sf)

  GBP[]M Class E Mortgage Backed Floating Rate Notes due [June
  2051], Assigned (P)B3 (sf)

  GBP[]M Class X Floating Rate Notes due [June 2051], Assigned
  (P)B1 (sf)

Moody's has not assigned a rating to the GBP []M Class Z Notes due
[June 2051].

RATINGS RATIONALE

The Notes are backed by a pool of prime UK buy-to-let mortgage
loans originated by LendInvest BTL Limited. This represents the
first rated RMBS issuance from LendInvest.

The portfolio of assets amount to approximately GBP [246.6] million
as of [April 30, 2019] pool cut-off date. The Reserve Fund will be
funded to [2]% of the balance of Class A to E Notes at closing and
the total credit enhancement (without giving benefit to excess
spread) for the Class A Notes will be [19]%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a static structure and a relatively low
weighted-average loan-to-value. However, Moody's notes that the
transaction features some credit weaknesses such as an unrated
originator with short history also acting as servicer and the
absence of a balance guaranteed basis swap. Various mitigants have
been included in the transaction structure such as an experienced
contractual servicer, Pepper (UK) Limited (NR), and a back-up
servicer facilitator which is obliged to appoint a replacement
servicer if certain triggers are breached.

Moody's determined the portfolio lifetime expected loss of [2.5]%
and [16]% MILAN Credit Enhancement related to borrower receivables.
The expected loss captures its expectations of performance
considering the current economic outlook, while the MILAN CE
captures the loss it expects the portfolio to suffer in the event
of a severe recession scenario. Expected defaults and MILAN CE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in the ABSROM cash flow model to
rate RMBS.

Portfolio expected loss of [2.5]%: This is higher than the UK Prime
RMBS sector average and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: the
originator's limited historical performance data for buy-to-let
loans and benchmarking with other UK BTL prime RMBS transactions.
It also takes into account the level of delinquent loans in the
pool [0.0]% and its UK BTL RMBS outlook and the UK economic
environment.

MILAN CE of [16]%: This is higher than both the UK Prime RMBS and
the UK BTL Prime RMBS sector average and follows Moody's assessment
of the loan-by-loan information taking into account following key
drivers: (i) the fact that the historical performance data is
limited; (ii) the weighted average CLTV of [71.7]%; (iii) the very
low seasoning of [0.4] years; (iv) the proportion of interest-only
loans [100.0]%; (v) the proportion of buy-to-let loans [100.0]%;
and (vi) the absence of shared equity, fast track or self-certified
loans.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of servicing or cash management interruptions; and (ii) economic
conditions being worse than forecast resulting in higher arrears
and losses.


SELECT: Seeks Creditors Approval for Second CVA Proposal
--------------------------------------------------------
Angela Gonzalez-Rodriguez at Fashion United reports that
administrators at British fashion retailer Select, which entered
administration in May, are said to have asked the company's
landlords to approve the second company voluntary arrangement they
proposed last week.

According to Fashion United, news broke on June 3 that the
administrators at the ailing retailer have begun another attempt to
implement a second company voluntary arrangement (CVA) to try to
cut costs.  This insolvency procedure basically serves to reduce
property costs by seeking store closures or a reduced rental bill,
Fashion United notes.

As it has transcended, the proposal does not outline the immediate
closure of any of the company's stores, and any immediate
redundancies, however, some may occur even if the proposal is
approved, Fashion United states.

This move will prevent Select from having to cease to trade,
Fashion United discloses.  The plan put forward by joint
administrators from Quantuma does not explicitly rule out job
losses or store closures, Fashion United relays, citing
Consultancy.uk.


UROPA SECURITIES 2007-01B: Fitch Affirms Bsf Rating on B2a Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Uropa Securities plc Series 2007-01B as
follows:

Uropa Securities plc Series 2007-01B (U2007)

Class A3a notes (ISIN XS0311807753): affirmed at 'AAAsf', Outlook
Stable

Class A3b notes (ISIN XS0311808561): affirmed at 'AAAsf', Outlook
Stable

Class A4a notes (ISIN XS0311809452): affirmed at 'AA+sf', Outlook
Stable

Class A4b notes (ISIN XS0311809882): affirmed at 'AA+sf', Outlook
Stable

Class M1a notes (ISIN XS0311810385): affirmed at 'A+sf', Outlook
Stable

Class M1b notes (ISIN XS0311811193): affirmed at 'A+sf', Outlook
Stable

Class M2a notes (ISIN XS0311813058): affirmed at 'BBBsf', Outlook
Stable

Class B1a notes (ISIN XS0311815855): affirmed at 'BBsf' ', Outlook
Stable

Class B1b notes (ISIN XS0311816150): affirmed at 'BBsf', Outlook
Stable

Class B1b cross currency swap: affirmed at 'BBsf', Outlook Stable

Class B2a notes (ISIN XS0311816408): affirmed at 'Bsf', Outlook
Stable

Fitch has affirmed Uropa Securities plc Series 2008-01. Fitch
revised the Outlook on the class M Notes to Negative from Stable,
as follows:

Uropa Securities plc Series 2008-1(U2008)

Class A notes (ISIN XS0406658624): affirmed at 'AAAsf'; Outlook
Stable

Class M1 notes (ISIN XS0406667534): affirmed at 'AAsf'; Outlook
Negative from Stable

Class M2 notes (ISIN XS0406668938): affirmed at 'Asf'; Outlook
Negative from Stable

The transactions securitise non-conforming mortgages purchased by
ABN AMRO (U2007) and Topaz Finance Plc (U2008).

KEY RATING DRIVERS

Uncleared PDL, No Excess Spread for U2008

The Negative Outlook on the U2008 classes M1 and M2 reflects the
ongoing accumulation of an uncleared principal deficiency ledger
(PDL) on class D and recent liquidity reserve fund drawings to meet
interest payments on the unrated class B notes. Further asset
underperformance could limit the liquidity reserve fund available
and expose the M1 and M2 notes to interest shortfalls, potentially
affecting their rating.

Stable Asset Performance

The performance of both transactions has remained overall
relatively stable, with a significant backlog of arrears for both
and PDL accumulation for U2008 over the last year. Fitch expects
principal pay-down to remain pro rata for U2007, while it has
switched to sequential for U2008 after the recent liquidity reserve
fund drawing. Fitch expects sequential repayment of the bonds in
the short to medium term due to constraints on the portfolio's net
yield.

Interest-Only Loan Concentration

The transactions have a large portion of interest-only (IO) loans
(81.3% for U2007 and 89.6% for U2008) and a concentration of more
than 20% of IO loans maturing within a three-year period. In
addition, both pools are exposed to loans that have already
breached their IO maturity dates, which despite being a very
limited amount could increase in future.

RATING SENSITIVITIES

U2007 and U2008

In Fitch's view, as the pools are 100% floating rate, a sudden
sharp increase in interest rates would put a strain on borrower
affordability and potentially lead to a rise in arrears and
subsequent defaults. In addition, the pools are exposed to the risk
that a proportion of IO loans in the pool will not be able to repay
the balloon payment at maturity. The agency may take negative
rating actions should arrears or defaults exceed Fitch's current
assumptions.

U2008

Continuous accumulation of PDL and further asset underperformance
that limits the liquidity facility available to junior notes (M1
and M2) may result in negative rating actions on the notes.

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

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

DATA ADEQUACY

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 on for its initial rating analysis
was adequately reliable.

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


YORKSHIRE CARNEGIE: May Enter CVA Amid Financial Difficulties
-------------------------------------------------------------
Dave Craven at The Yorkshire Post reports that the future of
financially-crippled Yorkshire Carnegie is now in a "critical
position" according to Gary Hetherington.

One newspaper report suggested on June 2 the club were set to enter
a company voluntary arrangement (CVA) over continued issues
regarding their funding, The Yorkshire Post relates.

Carnegie have been in disarray for months since a significant
shareholder -- in holding company Yorkshire Tykes RUFC --
unexpectedly pulled the plug on planned spending, The Yorkshire
Post discloses.

The decision left the Championship club in dire straits and, though
they finished the campaign, all their out-of-contract players have
now moved on elsewhere, The Yorkshire Post states.  Carnegie said
they would operate as a part-time operation in 2019-20, but now
there are fears the club will struggle to operate at all, The
Yorkshire Post notes.

According to The Yorkshire Post, although it is not in any way
laden with debt and staff are not owed wages for this season, nine
players had already signed contracts for 2019-20 that cannot now be
honored.

Club chiefs have been trying to find a compromise and arrange
severance deals, but all nine have to agree for that to happen, The
Yorkshire Post states.

Currently, however, it is understood three players have refused to
accept terms, which has prevented the club from moving forward, The
Yorkshire Post relays.



                           *********


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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