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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, November 3, 2016, Vol. 17, No. 218


                            Headlines


G R E E C E

GREECE: Lenders May Offer Short-Term Debt Relief by Year-End


I R E L A N D

HARVEST CLO IV: Fitch Raises Ratings on 2 Note Classes to 'B+sf'


I T A L Y

MONTE DEI PASCHI: Corrado Passera Withdraws Rescue Plan


K A Z A K H S T A N

BANK OF ASTANA: S&P Keeps 'B/B' Credit Ratings on Watch Neg.
VTB BANK: S&P Affirms 'BB/B' Counterparty Credit Ratings


L U X E M B O U R G

INVESTCORP SA: Moody's Affirms Ba2 Rating on Sr. Unsecured Debt
PUMA INT'L: Moody's Raises Rating on Sr. Unsecured Notes to Ba2


N E T H E R L A N D S

HALCYON STRUCTURED 2006-II: S&P Cuts Rating on Cl. E Notes to B+


R U S S I A

X5 FINANCE: Fitch Assigns 'BB' Rating to RUB15-Bil. Bonds
MEGAFON PJSC: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable


S P A I N

ABENGOA SA: Abeinsa Plan Gives 12.5% to Unsec. Creditors
ABENGOA SA: U.S. Unit Selling York Pilot Plant for US$1.3M


U N I T E D   K I N G D O M

BAY CONSTRUCT: In Liquidation, Cuts 95 Jobs
EXPRO HOLDING: Moody's Affirms Caa1 CFR, Outlook Stable
GULF KEYSTONE: "Fully Reset" Following Refinancing, CFO Says
INTEROUTE FINCO: S&P Rates Proposed EUR250MM Term Loan 'B+'
KCA DEUTAG: S&P Lowers CCR to 'CCC+', Outlook Stable

LADBROKES PLC: S&P Affirms 'BB' CCR, Outlook Stable
RYDE ARENA: In Liquidation, Bosses Warns People Over Refunds

* UK: Corporate Insolvency Framework Review May Impact Creditors


                            *********



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G R E E C E
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GREECE: Lenders May Offer Short-Term Debt Relief by Year-End
------------------------------------------------------------
Michele Kambas at Reuters reports that Greece's lenders are
likely to offer it short-term debt relief by the end of this
year, the head of the euro zone's bailout fund said on Nov. 1,
but signaled that Athens may have to wait further to completely
solve the problem of its debt burden.

Debt relief has become a rallying cry for crisis-hit Greece,
which has required three international bailouts since 2010,
stoking fears of being left with a debt pile which may be
impossible to manage, Reuters notes.

Speaking in Nicosia, Klaus Regling, head of the European
Stability Mechanism, also said he expected that Greece could
start making its foray back into markets next year, if it stuck
to reforms, Reuters relates.

"The ESM has a mandate to look at short-term measures, which we
do, and we will make proposals before the end of the year," Mr.
Regling, as cited by Reuters, said after a meeting with Cypriot
President Nicos Anastasiades when asked on attempts to
restructure Greek debt.

Athens has been pushing its official creditors to specify ways to
ease its debt load, the highest in the euro zone as a percentage
of economic output, Reuters discloses.

Its leftist-led government argues that delays would keep badly-
needed investment at bay, harming prospects of economic recovery.
Greece's third international bailout ends in 2018, Reuters
relays.

According to Reuters, Mr. Regling said short-term relief measures
would mainly aim to reduce the interest vulnerability of Greece's
economy.

"There is quite a lot of agreement.  We will not have a precise
agreement on what to do in mid-2018, but on the short-term
measures we will probably have decisions later this year,"
Reuters quotes Mr. Reglin as saying.

At a conference on Nov. 1, Mr. Regling, as cited by Reuters, said
Greece could start returning to financial markets next year if it
keeps up with economic reforms.


=============
I R E L A N D
=============


HARVEST CLO IV: Fitch Raises Ratings on 2 Note Classes to 'B+sf'
----------------------------------------------------------------
Fitch Ratings has upgraded Harvest CLO IV Plc's class B-1, B-2,
C, D1, D2, E1 and E2 notes and affirmed the others as follows:

   -- EUR69,430,007.71 Class A-1B: affirmed at 'AAAsf'; Outlook
      Stable

   -- EUR6,550,000.73 Class A-2: affirmed at 'AAAsf'; Outlook
      Stable

   -- EUR54,600,000 Class B-1: upgraded to 'AAAsf' from 'AAsf' ;
      Outlook Stable

   -- EUR4,400,000 Class B-2: upgraded to 'AAAsf' from 'AAsf' ;
      Outlook Stable

   -- EUR29,000,000 Class C: upgraded to 'BBB+sf' from 'BBBsf' ;
      Outlook Positive

   -- EUR11,100,000 Class D-1: upgraded to 'BB+sf' from 'BBsf' ;
      Outlook Stable

   -- EUR8,900,000 Class D-2: upgraded to 'BB+sf' from 'BBsf' ;
      Outlook Stable

   -- EUR15,400,000 Class E-1: upgraded to 'B+sf' from 'Bsf' ;
      Outlook Stable

   -- EUR1,600,000 Class E-2: upgraded to 'B+sf' from 'Bsf' ;
      Outlook Stable

   -- EUR47,000,000 Class F: not rated

KEY RATING DRIVERS

The upgrades reflect increases in credit enhancement due to the
deleveraging of the transaction, which has continued over the
past 12 months. The Positive Outlook on the class C notes
reflects potential further upgrades if deleveraging continues at
the current pace.

Over the past 12 months the class A-1A notes have been repaid in
full, the class A-1B notes have paid down to EUR69.4m from EUR74m
and the class A2 notes to EUR6.6m from EUR10.7m. Credit
enhancement on the remaining class A notes has increased to 76.6%
from 44.6%, on the class B notes to 44.3% from 25.6%, on the
class C notes to 28.5% from 16.2%, on the class D notes to 17.6%
from 9.8% and the class E notes to 8.3% from 4.3%.

As the transaction has deleveraged the portfolio concentration
has increased to 36 obligors, nearly half the amount a year ago.
The top 10 largest obligors now comprise more than 50% of the
portfolio at 51.3% (33.2% last year). Increases in portfolio
concentration are expected towards the end of the transaction's
life and while senior notes with high credit enhancement are
protected junior notes can be adversely affected by the default
of few large obligors.

The weighted average rating factor (WARF) as calculated by Fitch
and which indicates the credit quality of the portfolio, has
deteriorated to 34.4 from 33.9 over the last 12 months as more
highly rated assets have repaid. However, the weighted average
recovery rate (WARR) has increased to 69.3% from 66.6%.

As of the September investor report the transaction was passing
its overcollateralisation and interest coverage tests but was
failing one collateral quality test and three portfolio profile
tests. The transaction ended its reinvestment period in July 2013
and with the failure of these tests the reinvestment of
unscheduled principal proceeds and the sales proceeds from
credit-improved or credit-impaired assets is not permitted.

RATING SENSITIVITIES

Increasing the default probability of all the assets in the
portfolio by 25%, or applying a recovery rate haircut of 25% on
all the assets would likely result in a downgrade of the notes of
up to three notches.

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.

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

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

SOURCES OF INFORMATION

The information below was used in the analysis:

   -- Investor report as of 30 September 2016 provided by
      Deutsche Bank

   -- Loan-by-loan data of 30 September 2016 provided by Deutsche
      Bank


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


MONTE DEI PASCHI: Corrado Passera Withdraws Rescue Plan
-------------------------------------------------------
Maria Pia Quaglia, Stephen Jewkes and Stefano Bernabei at Reuters
report that veteran Italian banker and former industry minister
Corrado Passera withdrew his rescue plan for Banca Monte dei
Paschi di Siena on Nov. 1, accusing the bank of obstruction and
ignoring the interests of its own shareholders.

Mr. Passera's withdrawal leaves Monte dei Paschi, the country's
weakest major lender, tied to a plan drawn up and backed by
investment bank JP Morgan to sell some EUR28 billion (US$31
billion) in bad loans and raise EUR5 billion in new capital,
Reuters notes.

"Ours was a serious proposal to turn around and relaunch the bank
that would have given a key role to current shareholders,"
Reuters quotes Mr. Passera as saying in a letter to the bank
which was released to media.  "We were denied the minimum
conditions for proceeding."

Monte dei Paschi said in a statement it regretted Passera's
decision but added the claims he made were groundless and
incompatible with the bank's duty to guarantee all investors a
level playing field as regards data access, Reuters relates.

Monte dei Paschi wants to complete the EUR5 billion cash call by
the end of December, an ambitious target given that Italians are
to vote on Dec. 4 in a constitutional referendum which could
unseat the government and sour market sentiment, Reuters
discloses.

On Nov. 1, Corriere della Sera said the Italian government had
examined a contingency plan in case the bank failed to raise the
5 billion euros in capital, Reuters relays.

According to Reuters, the paper said the government is
considering a state guarantee for the cash call and a compulsory
conversion of bonds into shares by institutional investors. Any
such scheme would need the approval of the European Union,
Reuters states.

                     About Monte dei Paschi

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.


===================
K A Z A K H S T A N
===================


BANK OF ASTANA: S&P Keeps 'B/B' Credit Ratings on Watch Neg.
------------------------------------------------------------
S&P Global Ratings kept its 'B/B' long- and short-term
counterparty credit ratings and 'kzBB' Kazakhstan national scale
rating on Bank of Astana JSC on CreditWatch with negative
implications, where S&P first placed them on April 25, 2016.

S&P continues to see a material risk that Bank of Astana will not
be able to restore its capitalization by year-end 2016 and
maintain capital at a level S&P assess as strong thereafter.

Since June 2016, the bank has underdelivered on its deleveraging
plans but shareholders have injected more capital than S&P
anticipated.  S&P continues to see material execution risk around
the bank's plan to restore its risk-adjusted capital (RAC) ratio
to above 10.25% by end-2016.  Looking into 2017, S&P is unsure if
the bank's plans and execution thereof will lead to sustained
creditworthiness at S&P's 'B' level.  S&P expects to resolve the
CreditWatch placement in late January 2017.

S&P acknowledges the improvement in the bank's RAC ratio in the
third quarter of 2016 to 8.9% from 6.9% at mid-2016.  However,
management did not deliver on its plan to reduce risk-weighted
assets (RWAs) in the third quarter 2016 -- one of the two key
elements of its strategy to strengthen capitalization.  On the
contrary, total loans increased by an additional 7% in the third
quarter of 2016 on top of a 24% increase in the first half 2016.
To compensate for management's inability to reduce RWAs,
shareholders injected Kazakhstan tenge (KZT) 10 billion (about
$30 million) of capital in the third quarter, significantly more
than the KZT4 billion originally planned.

Therefore, S&P sees significant execution risks in reducing RWAs
in the fourth quarter of 2016.  Management targets to reduce
loans, guarantees, and interbank exposures by about KZT44 billion
in the fourth quarter of 2016.  S&P views these actions as
somewhat negative for the development of the bank's franchise and
profitability.  Furthermore, given the bank's broader objective
of strong, profitable growth, S&P anticipates that such
deleveraging and derisking might prove to be transitory.

S&P also notes Bank of Astana's reduced profitability in the
first nine months of 2016.  Its return on assets declined to 0.5%
in that period from over 1.0% in 2012-2014.  It also was
significantly below the average for the Kazakh banking sector of
1.6% for the first eight months of 2016.  Bank of Astana improved
its net income in the third quarter of 2016 due to provision
write-backs.  As a result, its cost of risk for the first nine
months of 2016 was close to zero while the bank demonstrated 33%
loan growth.  S&P expects the bank's cost of risk will normalize
to at least 1% in 2016-2017, thus limiting its internal capital
generation.

As of now, shareholders do not have concrete plans to inject
fresh capital in 2017 and beyond.  That said, S&P understands
that the bank's shareholders stand ready to commit capital in
2017 if, as we expect, the bank continues to grow.  Furthermore,
S&P understands that the bank will pursue a financial policy of
injecting capital ahead of asset growth.  In S&P's view, these
two steps give credence to management's stated intention to build
and maintain RAC comfortably above 10.25%.  This may also offer
greater predictability of credit availability to the bank's
customers, supporting its franchise.

Nevertheless, ahead of resolving the CreditWatch placement, S&P
plans to review the bank's budget for 2017 and its new strategy
for 2017-2021, which should be adopted at the end of this year.
In particular S&P will assess: the bank's plans and key
assumptions against S&P's expectations for the Kazakh
macroeconomic environment and banking systemwide growth; the
sustainability of the bank's capitalization at strong levels; the
bank's ability to deliver sustainable returns to shareholders;
and the likelihood that the bank will maintain adequate quality
of assets and provisioning.

The ratings on Bank of Astana continue to reflect the 'bb-'
anchor, S&P's starting point for rating commercial banks
operating in Kazakhstan.  They also reflect the bank's weak
business position, due to its small asset base and modest
franchise in the Kazakh banking sector.  S&P's moderate risk
position assessment reflects the risks associated with managing
rapid loan growth and S&P's expectation of moderate asset quality
deterioration as loans season amid the challenging economic
environment.  S&P assess the bank's funding as average and its
liquidity as adequate and in line with that of other small rated
Kazakh banks.

The long-term rating on the bank is at the level of its stand-
alone credit profile because S&P considers the bank to be of low
systemic importance and S&P do not expect it will receive support
from the Kazakh government.

S&P is keeping the ratings on CreditWatch given its doubts about
management's ability to set and execute realistic strategic and
financial targets.  S&P plans to resolve the CreditWatch by end-
January 2017.

S&P would likely lower its long-term rating on the bank to 'B-'
and the short-term rating to 'C' if the bank does not deliver on
its targets to strengthen its balance sheet by reducing RWAs such
that S&P's RAC ratio is restored to at least 10.25% by year-end
2016.  S&P could also take a negative rating action if the bank's
plans and ability to execute them appear unlikely to lead to
sustained creditworthiness at the 'B' level.

S&P could revise the outlook to stable and affirm the ratings if
S&P views that the bank's budget and strategy for 2017 are well
planned and realistic, its capitalization is sustainable at
strong levels, its provisioning policy is adequate, and its
funding and liquidity metrics are likely to remain stable.


VTB BANK: S&P Affirms 'BB/B' Counterparty Credit Ratings
--------------------------------------------------------
S&P Global Ratings affirmed 'BB/B' long- and short-term
counterparty credit ratings on VTB Bank (Kazakhstan).  The
outlook remains stable.

At the same time, S&P affirmed its 'kzA' long-term Kazakhstan
national scale rating on VTB Bank (Kazakhstan).

The affirmation reflects S&P's view that VTB Bank (Kazakhstan)
remains a highly strategic subsidiary of VTB Bank JSC and will
continue receiving operational, managerial, and financial support
from its parent under almost all foreseeable circumstances.

This unchanged assessment of VTB Bank (Kazakhstan)'s group status
acknowledges that the bank's performance deteriorated over the
last year in terms of asset quality and bottom line result.
However, S&P expects the bank will manage its asset quality in
accordance with the recovery plan, gradually reduce the level of
nonperforming loans under local standards to 10% by end-2017 from
16.4% currently, and stabilize its business model in the medium
term to bolster its preprovision profitability.  S&P also sees
VTB Bank JSC as supportive of this turnaround plan and highly
likely to remain committed to this market.

S&P notes also that during 2015 VTB Bank JSC supported VTB Bank
(Kazakhstan) with a significant capital injection of Kazakhstani
tenge (KZT) 7.4 billion (approximately $20 million at that time).
Still, S&P expects that the subsidiary's capitalization will be
constrained in the next 12-18 months.  S&P projects its risk-
adjusted capital (RAC) ratio before adjustment for concentration
and diversification to be in the range of 5.3%-6.1% through end-
2017, from 6.7% at end-2015.  Key assumptions underlying this
projection are still elevated credit costs of 2.8%-4.0% of total
loans and a depressed net interest margin of 4.0%-5.0%.  As a
result, S&P expects VTB Bank (Kazakhstan) will generate a post-
tax loss of about KZT3 billion in 2016, with a smaller loss in
2017, compared with a KZT3.7 billion loss for 2015.

In S&P's view, VTB Bank (Kazakhstan) is well integrated within
VTB Group, and the current assessment of the subsidiary's
creditworthiness stems from both ongoing as well as extraordinary
parental support, which S&P expects the group would provide to
the bank in the event of stress.  To reflect S&P's view of its
highly strategic status within the group, it factors in three
notches of uplift into S&P's long-term rating on VTB Bank
(Kazakhstan) above our 'b' stand-alone credit profile (SACP).
This positions the long-term rating one notch below that of VTB
Bank JSC.  This is because S&P rates highly strategic
subsidiaries one notch below the group credit profile (GCP) of
the parent, which for VTB Bank JSC is currently at 'bb+'.

The stable outlook on VTB Bank (Kazakhstan) mirrors that on the
bank's parent VTB Bank JSC.  Rating actions on VTB Bank
(Kazakhstan) would likely follow rating actions on VTB Bank JSC.
S&P's assessment of group support remains the major rating driver
for VTB Bank (Kazakhstan) over the next 12 months.

S&P would lower its ratings on VTB Bank (Kazakhstan) if S&P
downgraded VTB Bank JSC.  Even if S&P revised the group status of
the subsidiary to strategically important or S&P's assessment of
its SACP, neither action would, by itself, lead to a negative
rating action on VTB Bank (Kazakhstan).  However, if S&P
perceives a weakening in the subsidiary's SACP, this could also
lead S&P to reconsider its group status--for example, if S&P
anticipates a weakening in the parent's long-term commitment to
the Kazakhstan market and this subsidiary in particular.  For
example, S&P could revise the SACP downward if it observed a
marked deterioration of its capital metrics, with RAC falling
below 5%.

A positive rating action on VTB Bank (Kazakhstan) is unlikely
over the next 12 months.  However, if S&P was to take a positive
rating action on the parent, which is remote in S&P's view, it
would likely take a similar rating action on VTB Bank
(Kazakhstan), as long as S&P continues to consider it a highly
strategic subsidiary.


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


INVESTCORP SA: Moody's Affirms Ba2 Rating on Sr. Unsecured Debt
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating of Investcorp Bank B.S.C.  At the same time, Moody's has
affirmed the Ba2 ratings of the backed senior unsecured debt of
Investcorp S.A. and Investcorp Capital Limited.  The outlook on
the ratings remains negative.  The rating action follows
Investcorp's Oct. 25, 2016, announced acquisition of the debt
management business of 3i Group PLC, a global alternative credit
manager.  The transaction is expected to close in the first half
of 2017.

Investcorp's acquisition will be financed through available cash
on the balance sheet, which will have a moderately negative
impact on the company's solid liquidity profile.  In addition,
the retained equity portion of CLO deals will add to already
substantial co-investment risks on balance sheet.  That said,
Moody's views the acquisition as potentially having some positive
credit implications on Investcorp's business profile, as it will
broaden its product and geographical diversification.  Over time,
distribution synergies are expected as the acquisition will open
access to new and incremental sources of capital to both 3i debt
management and Investcorp's clients.  The acquisition will more
than double Investcorp's assets under management to approximately
$23 billion, but given the relatively low fee nature of the
business, the contribution to Investcorp's revenue and profit
margin is expected to be modest.

                         RATINGS RATIONALE

Moody's affirmed the Ba2 ratings, reflecting Investcorp's strong
franchise in the Gulf Cooperation Council (GCC) region as a
leading alternative investment provider to Gulf investors, as
well as investors in the US and Europe.  Investcorp has a strong
reputation and recognizable brand name in the GCC due to its
thirty-year-plus track record.  The ratings also reflect
Investcorp's high financial leverage and balance sheet risk
related to its co-investment activities.

Moody's negative outlook on the company reflects the potential
that Investcorp might face increasing difficulties in raising new
capital or reinvesting clients' capital in the coming year due to
the weakening operating environment in the GCC.  With a
substantial portion of the company's clients located in the GCC
region, Moody's considers that Investcorp's assets under
management (AUM) growth could slow, which would put pressure on
Investcorp's key financial metrics including financial leverage
and profitability.  While this risk has not yet materialised,
with investment cycles being relatively long in alternative
investments, Moody's will continue to assess this issue in the
coming quarters.  Moody's also notes that Investcorp may find it
more challenging to stabilise its hedge fund business, which has
suffered from net outflows over the last several years, due to
the volatile market environment and sustained fee pressure in the
fund industry.

                 WHAT COULD MOVE THE RATINGS UP/DOWN

Upward rating pressure may result from: (i) reduced debt levels;
(ii) further reduction in the company's investment portfolio;
(iii) growth of Investcorp's clients' AUM, particularly in the
hedge fund segment, contributing to substantial EBITDA growth;
and (iv) further expansion and diversification of revenue
streams, in particular from fund of hedge fund management fees.

Downward rating pressure could result from a weaker financial
position driven by: (i) a deterioration in the company's ability
to raise new client capital or reinvest client capital that would
substantially affect revenue generation capacity; (ii) lower
private equity origination and placement activities that would
constrain the company's profitability; (iii) material on-balance
sheet investment losses; (iv) a reversal in the trend of
declining debt and on-balance sheet investment levels; and (v) an
erosion in the company's improving capital position.

LIST OF AFFECTED RATINGS

Issuer: Investcorp Bank B.S.C.

Affirmations:
  Corporate Family Rating, affirmed Ba2 Negative

Issuer: Investcorp Capital Limited

Affirmations:
  Backed Senior Unsecured Medium-Term Note Program, affirmed
   (P)Ba2
  Backed Senior Unsecured debt, affirmed Ba2 Negative

Issuer: Investcorp S.A.

Affirmations:
  Backed Senior Unsecured debt, affirmed Ba2 Negative

Outlook Actions:
  Outlooks remain Negative

The Probability of Default at Ba2-PD under Investcorp Bank B.S.C.
remains unaffected.

                       PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Asset
Managers: Traditional and Alternative published in December 2015.

Headquartered in Manama, Bahrain, Investcorp Bank B.S. C. is the
principal parent of the Investcorp Group and operates under a
wholesale banking license issued by the Central Bank of Bahrain.
Invescorp's asset under management were $10.8 billion as of June
2016.

The last rating action on Investcorp was on March 23, 2016, when
Moody's changed the outlook on Investcorp Bank B.S.C. to negative
from stable.


PUMA INT'L: Moody's Raises Rating on Sr. Unsecured Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service has affirmed Puma Energy Holdings Pte.
Ltd's corporate family rating at Ba2 and probability of default
rating (PDR) at Ba2-PD.  Concurrently, Moody's has upgraded the
rating on the senior unsecured notes due 2021 to Ba2 from Ba3.
These notes are issued by Puma International Financing S.A. and
are guaranteed by Puma Energy, Puma Energy Group Pte. Ltd. and
Puma Corporation S.a r.l.  The outlook on all ratings remains
stable.

                       RATINGS RATIONALE

The affirmation of the Ba2 CFR reflects the positive
characteristics of Puma Energy's business profile, which benefits
from a high level of vertical integration between its midstream
and downstream oil activities, leading market positions in the
various countries in which it operates and significant
diversification in terms of geographies, customer base and end-
industry exposure.  The upgrade of the rating on the senior notes
due 2021 to Ba2 from Ba3 reflects the shift of the funding
strategy of the group towards HoldCo debt as evidenced by the
reduction in OpCo debt versus HoldCo debt from 75% in Dec 2013 to
17% in June 2016 and reduction of secured debt versus total debt
from 65% in Dec 2013 to 5% in June 2016.  This reduces the amount
of priority debt at various operating subsidiaries of the group,
effectively ranking the bondholders pari passu with debt at the
OpCo level.

Moody's also views positively the development of Puma's global
sourcing platform, sizeable and strategically located storage
capacity and import terminals and extensive retail and
distribution networks, which generate significant economies of
scale and underpin the efficiency of the group's supply chain and
cost base.  Puma Energy further benefits from its strong
relationship with Trafigura (unrated), its major shareholder with
a 49.8% stake and also a supplier of approximately two-thirds of
the refined oil products distributed and marketed by Puma Energy,
which underpins Puma's reliability and consistent quality of its
supplies.

Moody's believes that the company should be able to grow
organically in 2017-18 and reap the benefits of high capex and
acquisition spend in the past years, more specifically, the
acquisition of petroleum assets in the UK, bitumen assets in
Australia, aviation business in Puerto Rico and the acquisition
of retail distributors in South Africa, Colombia and Peru in
2015. Moody's expects Puma to remain free cash flow (FCF)
negative in 2016, however the company should be able to generate
marginal positive FCF in 2017 and around $200-250 million in
2018, assuming the company reduces its capex in 2017-18 from its
historic high levels and no major acquisitions.  Moody's adjusted
debt/EBITDA ratio is expected to peak at around 4.5x in 2016,
however, should reduce to around 4.3x in 2017 and below 4.0x in
2018, assuming reduced capex and acquisition spending.

The Ba2 rating also reflects Puma's dominant presence in emerging
markets mainly in Africa, Latin America and Asia-Pacific, which
tend to display higher country and business risks.  However, the
company should also benefit from the favorable demographics and
rising living standards in these regions which drive above-
average growth in demand for refined oil products.  The rating
also reflects the company's fuel distribution activities
inherently exposed to the price volatility of refined oil
products, which impacts its cost of sales and an acquisition-led
growth strategy that increases execution and leverage risk.
However, Puma Energy largely operates in fully or partly
regulated markets with margin protection and in free markets
where it hedges its price exposure, which supports the resilience
and stability of operating profits and cash flow generation.  In
addition, the group regularly upstreams cash flows from local
operating subsidiaries via collection of trade receivables
related to oil product and equipment supplies, rather than
relying solely on dividends.

Liquidity

Moody's considers the liquidity profile of Puma Energy as
adequate.  The company has access to $1.55 billion under its
Senior Facility Agreement (SFA) and $1.2 billion of undrawn
committed credit facilities as of June 2016, which includes
availabilities under the SFA and other credit facilities.  In
addition to this, the company has access to $1.5 billion of
shareholder loan from Trafigura, fully undrawn as of June 2016,
out of which $500 million is a committed RCF and $1.0 billion is
an uncommitted RCF.  The company's internal cash flow generation
combined with its cash balance of $326 million as of June 2016
and availabilities under its credit facilities should be
sufficient to fulfill its liquidity needs in the coming 18
months.

Puma Energy's working capital requirements (including margin
calls) are subject to fluctuating refined oil product prices.  In
this context, Moody's views the group's limited access to multi-
year committed bank facilities as a constraining factor on its
liquidity which is mitigated to some extent by the liquid nature
of the collateral.

Structural Considerations

The upgrade of the rating on the senior notes to Ba2 from Ba3
reflects the pari passu ranking of the bondholders to other debt
at various operating subsidiaries of the group.  It reflects the
shift of the funding strategy of the group towards HoldCo debt as
evidenced by the reduction in OpCo debt versus HoldCo debt from
75% in Dec 2013 to 17% in June 2016 and reduction of secured debt
versus total debt from 65% in Dec 2013 to 5% in June 2016.  The
Ba2 rating also reflects that this shift towards HoldCo debt will
increase as $345 million of OpCo debt will mature in the coming
12 months.  This change in the funding strategy reduces the
amount of priority debt at various operating subsidiaries of the
group, effectively ranking the bondholders pari passu with debt
at the OpCo level.

Rating Outlook

Moody's adjusted debt/EBITDA ratio is expected to peak at around
4.5x in 2016 and subsequently fall below 4.0x.  The stable
outlook reflects Moody's expectation that Puma Energy should be
able to improve FCF generation due to organic growth and lower
capex requirements in 2017 which should help in deleveraging.
The outlook also reflects the ongoing support from the
shareholders for Puma's growth strategy demonstrated historically
by injection of equity.

What Could Change the Rating - Up

Continued expansion and diversification geographically with
positive FCF generation and sustained Moody's adjusted
debt/EBITDA reduction below 3.5x could lead to an upgrade.  Given
inter-linkages between Puma Energy and its shareholders, any
upgrade would also have to be considered if there is a change in
the shareholder support currently enjoyed by Puma.

What Could Change the Rating - Down

The Ba2 rating could however come under pressure should (i) Puma
Energy's financial performance be materially affected by some
deterioration in operating conditions in some of its major
geographies and/or (ii) its financial leverage increase
significantly as a result of debt funded growth investments,
which would result in Moody's adjusted debt to EBITDA exceeding
4.0x times for a prolonged period of time.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010.

Puma Energy Holdings Pte. Ltd is an integrated midstream and
downstream oil products group active in Africa, Latin America,
North East Europe, the Middle East and Asia-Pacific.  Trafigura
Beheer BV, a global commodity and logistics firm, established
Puma Energy in 1997 as a storage and distribution network in
Central America, and the company has since grown into a global
network operating across 47 countries worldwide, with
approximately 7.8 million m3 of storage capacity and a network of
approximately 2,419 retail service stations across Africa, Latin
America, and Australia.  In the twelve months to the end of June
2016, Puma Energy sold over 21 million m3 of oil products and its
facilities handled almost 19.4 million m3 of petroleum products.

Trafigura (not rated), a global commodities trader, continues to
own 49.8% of Puma Energy.  Sonangol (not rated), the state oil
company of Angola, is the other major shareholder with a 27.8%
stake, Cochan Holdings LLC owns 15.5% and the remaining is owned
by private investors.


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


HALCYON STRUCTURED 2006-II: S&P Cuts Rating on Cl. E Notes to B+
----------------------------------------------------------------
S&P Global Ratings lowered to 'B+ (sf)' from 'BB+ (sf)' its
credit rating on Halcyon Structured Asset Management European CLO
2006-II B.V.'s class E notes.  At the same time, S&P has affirmed
its ratings on the class A-1, A-1D, A-1R, B, C, and D notes.

Since S&P's March 30, 2016 review, the portfolio has seen the
default of Camaieuand Pages Jaunes.  Even though the class A-1,
A-1D, and A-1R notes have continued to amortize, the borrowers'
default has decreased S&P's calculated credit enhancement for the
class E notes to 12.1% from 13.3%.

In addition, the portfolio became more concentrated with 28
obligors, compared to 36 at S&P's previous review.

As a result of the decrease in credit enhancement and the
increased portfolio concentration, the application of the largest
obligor test is now capping the rating on the class E notes at
'B+'.  S&P has therefore lowered to 'B+ (sf)' from 'BB+ (sf)' its
rating on the class E notes.

Following the application of S&P's relevant criteria, the
available credit enhancement for the class A-1, A-1D, A-1R, B, C,
and D notes is still commensurate with the currently assigned
ratings.  S&P has therefore affirmed its ratings on these classes
of notes.

Halcyon Structured Asset Management European CLO 2006-II is a
cash flow collateralized loan obligation (CLO) transaction
managed by Halcyon Loan Investors LP.  A portfolio of loans to
U.S. and European speculative-grade corporates backs the
transaction. Halcyon Structured Asset Management European CLO
2006-II closed in January 2007 and its reinvestment period ended
in January 2013.

RATINGS LIST

Halcyon Structured Asset Management European CLO 2006-II B.V.
EUR407.8 mil secured floating-rate notes
                                       Rating
Class            Identifier            To            From
A-1              40536QAA9             AAA (sf)      AAA (sf)
A-1D             40536QAB7             AAA (sf)      AAA (sf)
A-1R             40536QAC5             AAA (sf)      AAA (sf)
B                40536QAD3             AAA (sf)      AAA (sf)
C                40536QAE1             AA+ (sf)      AA+ (sf)
D                40536QAF8             BBB+ (sf)     BBB+ (sf)
E                40536QAG6             B+ (sf)       BB+ (sf)


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


X5 FINANCE: Fitch Assigns 'BB' Rating to RUB15-Bil. Bonds
---------------------------------------------------------
Fitch Ratings has assigned Russia-based X5 Finance LLC's RUB15bn
bonds (4B02-01-36241-R-001P) a senior unsecured rating of 'BB',
with a Recovery Rating of 'RR4' and a National senior unsecured
rating of 'AA-(rus)'. Fitch has also affirmed the ratings of X5
Retail Group N.V. (X5), the parent company of X5 Finance LLC.

In contrast to other bonds issued by X5 Finance LLC, which are
rated 'BB-' by Fitch, the new bond features a suretyship from the
major EBITDA-generating entity within the group. Therefore, Fitch
views the new RUB15bn bond as ranking equally with unsecured bank
debt at the level of operating companies. This, together with the
virtual lack of prior-ranking debt, has led Fitch to rate the
bond in line with X5's Long-Term Local Currency Issuer Default
Rating (IDR) of 'BB'.

KEY RATING DRIVERS

Average Recoveries for New Bond

The bond rating reflects our view of average recovery
expectations in case of default as it features a suretyship from
Trade House Perekrestok CJSC, the major EBITDA-generating entity
within the group. Moreover, prior-ranking debt is represented
only by insignificant finance leases, accounting for around 0.3%
of the company's EBITDA.

Structurally Subordinated Bonds

Fitch rates X5 Finance's other four bonds one notch below X5's
IDR as their bondholders do not have recourse to operating
companies and therefore their rights are structurally
subordinated to lenders at the level of operating companies and
bondholders of recently issued bonds. Prior-ranking debt was
slightly below 2x of the group's LTM to September 2016 EBITDA,
which is Fitch's threshold for a material possibility of
subordination and lower recoveries for unsecured creditors.
Nevertheless, our view of below-average recovery prospects is
based on our assumption that X5 may issue additional debt ranking
prior to bonds to fund its expansion strategy.

Leading Multi-Format Retailer in Russia

The rating reflects X5's strong market position as the second-
largest food retailer in Russia in 2015 and narrowing gap in
market shares with the largest player Magnit. The business model
is supported by X5's own logistics and distribution systems and
multi-format strategy, with a focus on the defensive discounter
format. These factors should enable X5 to retain and improve its
market position, despite increasing competition from other large
retail chains in the country, as proven in 2015 and 9M16. Fitch
said, "Overall we assess X5's business risk profile as solid for
the ratings."

Strong Trading

In 9M16 X5's revenue rose 28% yoy, supported by accelerated new
store openings and industry-leading LfL sales growth (8% yoy).
"As food inflation in Russia decelerates, we project X5's LfL
sales growth to slow in 2017 but to remain strong compared with
peers due to repositioning of the group's supermarket and
hypermarket formats and ongoing refurbishments," Fitch said.

LTI Payments

Based on our revised forecast, X5 is well-positioned to become
the largest food retailer in Russia in 2017. "Therefore we assume
the group will achieve its target under the second stage of a
long-term management incentive (LTI) programme in 2017 and
associated payments in 2018-2019. Our projections also assume a
payment of RUB1.5bn in 2017 under the first stage of the
programme in addition to the RUB3.2bn paid in 2016," Fitch said.

Expected Decrease in Profitability

"In 9M16 X5 reported a higher-than-expected EBITDA margin of 7.6%
(9M15: 7.2%) but we believe this is unsustainable and was driven
by understaffing related to the fast expansion of its store
network. As staffing levels catch up in 4Q16, we project a
decrease in the EBITDA margin to 7.3% in 2016 (unadjusted for
potential LTI payment)," Fitch said. Further expected gradual
reduction to 6.5% by 2019 will result from gross margin
sacrifices to fend off competition and protect footfall rates.
This level of profitability, however, remains strong relative to
western European food retail peers.

Weak Coverage Metrics

"We expect the funds from operations (FFO) fixed charge coverage
to remain weak for the ratings at 1.7x-1.8x over 2016-2019 (2015:
1.8x), as a result of substantial operating lease expenses and
high interest rates in Russia." Fitch said. However, this is
somewhat mitigated by favourable lease cancellation terms and the
partial dependence of leases on store turnover.

Stable Leverage

"We expect X5's FFO adjusted gross leverage to peak at 4.2x in
2016 (2015: 3.9x) due to large LTI payment before returning to
around 4.0x in 2017-2019," Fitch said. Deleveraging is
constrained by substantial planned capex for further expansion of
the retail chain, the finalisation of store refurbishments and
investments in logistics.

DERIVATION SUMMARY

X5 benefits from a stronger business profile than Lenta
(BB/Stable) and O'Key (B+/Stable) due to its larger business
scale and stronger format diversification. However, X5's credit
metrics are weaker than Lenta's. In comparison with international
retail chains, X5 has a scale commensurate with the lower 'BBB'
category rating and more limited geographic diversification but
similar credit metrics and stronger growth prospects. X5 also
compares well with investment-grade Latin American food
retailers.

The operating environment in Russia contributes to a lower rating
for X5 relative to global peers, in line with our criteria.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for the issuer
include:

   -- Annual revenue growth above 20% over 2016-2018, driven by
      mid- to low- single digit LfL sales growth and selling
      space CAGR above15% over 2016-2019

   -- EBITDA margin gradually decreasing to 6.5% by 2019

   -- Capex at around 4%-8% of revenue

   -- No dividends

   -- Neutral to negative free cash flow (FCF) margin

   -- No large-scale M&A activity

RATING SENSITIVITIES

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

   -- Positive LfL sales growth comparable with close peers,
      together with maintenance of its leading market position in
      Russia's food retail sector.

   -- Ability to maintain the group's EBITDA margin at around 7%.

   -- FFO-adjusted gross leverage below 3.5x on a sustained
      basis.

   -- FFO fixed charge coverage around 2.5x on a sustained basis.

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

   -- A sharp contraction in LfL sales growth relative to close
      peers.

   -- EBITDA margin erosion to below 6.5%.

   -- FFO-adjusted gross leverage above 5.0x on a sustained
      basis.

   -- FFO fixed charge cover significantly below 2.0x on a
      sustained basis if not mitigated by flexibility in managing
      operating lease expenses.

   -- Deterioration of liquidity as a result of high capex,
      worsened working capital turnover and weakened access to
      local funding.

LIQUIDITY

Weak Liquidity

At end-September 2016 X5's cash of RUB6bn, together with
available undrawn committed credit lines of RUB38.7bn, were not
sufficient to fully cover RUB43.3bn short-term debt and expected
negative FCF equivalent to approximately 3% of sales. "We believe
X5 retains firm access to local funding, due to its large scale,
non-cyclical food retail operations and strong operating
performance." Fitch said. This is proven by its rouble bond issue
of RUB30bn in total so far this year. In addition, X5 has
flexibility in managing its capex plans, which is the major
driver behind the expected negative FCF, while the group's
operating cash flow generation remains strong.

FULL LIST OF RATING ACTIONS

X5 Retail Group N.V.

   -- Long-Term Foreign and Local Currency IDRs: affirmed at
      'BB', Stable Outlook;

   -- National Long-Term Rating: affirmed at 'AA-(rus)', Stable
      Outlook;

X5 Finance LLC (100%-owned by X5 Retail Group N.V.)
RUB15bn bonds due September 2031

   -- Local currency senior unsecured rating: assigned at
      'BB'/'RR4'

   -- National senior unsecured rating: assigned at 'AA-(rus)'

RUB5bn bonds due October 2022

   -- Local currency senior unsecured rating: affirmed at
      'BB-'/'RR5'

   -- National senior unsecured rating: affirmed at 'A+(rus)'

RUB5bn bonds due March 2023

   -- Local currency senior unsecured rating: affirmed at
      'BB-'/'RR5'

   -- National senior unsecured rating: affirmed at 'A+(rus)'

RUB5bn bonds due April 2023

   -- Local currency senior unsecured rating: affirmed at 'BB-
      '/'RR5'

   -- National senior unsecured rating: affirmed at 'A+(rus)'

RUB5bn bonds due August 2023

   -- Local currency senior unsecured rating: affirmed at
      'BB-'/'RR5'

   -- National senior unsecured rating: affirmed at 'A+(rus)'


MEGAFON PJSC: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Russia-based telecoms company PJSC
MegaFon's (MegaFon) Long-Term Issuer Default Rating (IDR) at
'BB+' with a Stable Outlook.

MegaFon's ratings are supported by the company's established
market position, strong pre-dividend free cash flow (FCF)
generation and moderate leverage. Fitch believes that the company
may increase its dividend payout as a share of generated cash
flows; however, its funds from operations (FFO) adjusted net
leverage should remain comfortably below the downgrade threshold
of 3.0x.

KEY RATING DRIVERS

Strong Market Positions

MegaFon is the second-largest mobile operator in Russia by
subscriber and revenue. A challenging macro environment in 2015-
2016, combined with the entry of T2 RTK Holding (T2R; B+/Stable)
in Moscow in October 2015, have put some pressure on mobile
operators' revenues and margins. "However, we believe that
Megafon's market position is sustainable in the long-term,
supported by the company's strong network coverage, largest
spectrum portfolio amongst peers and high network quality," Fitch
said.

Competition Intensified but Remains Rational

The Russian mobile market is competitive with four national
facilities-based operators, driven primarily by marketing efforts
and the quality of services rather than by pricing. Competition
intensified following the entry of T2R into the Moscow market,
the largest and most lucrative in Russia. The impact of this on
MegaFon was moderately negative with some pressure on average
revenue per user (ARPU). Fitch said, "We expect the competitive
landscape to stabilise soon as T2R has established its position
in Moscow with more than 2 million subscribers at end-1Q16 and
thus may become less aggressive. We expect competition to remain
rational over the longer term."

Strong FCF Generation

MegaFon is likely to retain its ability to generate strong pre-
dividend free cash flow (FCF) with high single-digit margins.
Intense competition combined with limited opportunities to
increase prices for telecom services may put moderate pressure on
MegaFon's EBITDA margin, which Fitch, however, expects to remain
at or slightly below 40%. The company has historically invested
heavily in its network, and we expect capex to remain stable at
around 20%-22% of revenue in 2017-2019. However, management has
the flexibility to defer or reduce capex to mitigate FX
volatility or meet liquidity requirements.

Dividends May Increase

Based on management's public comments, MegaFon may change its
dividend policy later this year as the current policy was adopted
after its IPO in 2012 and is now outdated. Fitch believes the
company may relax its requirement to keep leverage at 1.2-1.5x
net debt/EBITDA and increase dividend payouts as a share of
generated cash flows. The current dividend policy implies payment
of the higher of 50% of net income and 70% of net income plus
depreciation and minus capex.

Moderate Leverage Sustainable

"FFO adjusted net leverage was 2.1x at 2015, which we expect to
rise to 2.5x-2.6x in 2016-2019, leaving comfortable headroom
below the downgrade trigger of 3.0x. Our leverage forecast
corresponds to a net debt/EBITDA of 1.8x-1.9x, which implies that
MegaFon could widen its leverage target range of 1.2x-1.5x net
debt/EBITDA to allow for higher distributions to shareholders."
Fitch said.

Shareholding a Risk

Fitch views corporate governance at MegaFon as average. This is
reflected in Fitch's application of a two-notch discount for
corporate governance and Russia-related risk, in line with the
majority of other Russian corporates. While MegaFon has put in
place appropriate board practices and internal controls key risks
relate mainly to the potentially negative influence of MegaFon's
majority shareholder, USM Holdings. The latter company is a non-
transparent private holding company controlled by Alisher
Usmanov.

Anti-terrorist Laws Amendments

In July 2016 a set of amendments to Russian anti-terrorist
legislation was enacted requiring telecom companies to support
'anti-terrorist' measures by storing calls, texts and data for a
certain period. The practical implementation of these new
measures may require additional investments by all telecom
companies. There is no official or other reliable estimate of
potential amount of spending while valuations vary from several
billions to hundreds of billions roubles per year. Fitch
recognises the potential negative implications of these
developments and treat them as event risk.

DERIVATION SUMMARY

On a standalone basis, MegaFon's credit profile corresponds to
low-mid investment grade rating supported by strong market
positions, robust pre-dividend FCF generation and moderate
leverage. Fitch applies a two-notch discount for corporate
governance and Russia-related risk. No country ceiling or
parent/subsidiary aspects impact the ratings.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for the issuer
include:

   -- Largely stable revenue throughout 2016-2019

   -- Capex at 20%-22.5% of revenue in 2016-2019

   -- Stable EBITDA margin at or slightly below 40% in 2017-2019

   -- Gradually rising interest payments as historically low-
      interest debt is refinanced with more expensive debt

   -- RUB50bn of dividend payment in 2016, with RUB40bn per annum
      thereafter

   -- No M&A

RATING SENSITIVITIES

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

   -- A sustained increase in FFO-adjusted net leverage to above
      3x, which, combined with liquidity and refinancing risks,
      may lead to a downgrade.

   -- Competitive weaknesses and market share erosion, leading to
      significant deterioration in pre-dividend FCF generation.

   -- A worsening of regulatory environment leading to pronounced
      pressure on financial performance

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

   -- Stronger strategic positioning in the Russian market while
      maintaining robust financial performance and cash flow
      generation. This may be demonstrated by a pronounced mobile
      market leadership in spite of a fourth mobile operator
      entry or by a wider package offer of telecom services to
      the majority of its customer base, including wire-line
      broadband services. However, we believe both are remote
      prospects over the medium-term;

   -- A stronger ring-fence around MegaFon, protecting it from
      potential negative shareholder influence

LIQUIDITY

MegaFon's cash and cash equivalents (based on Fitch's definition)
of RUB43bn at end-2Q16 and RUB70bn of undrawn credit lines
comfortably cover 2016-2017 debt repayments. Around two thirds of
liquidity sources are kept in hard currencies, mitigating forex
risks.

FULL LIST OF RATING ACTIONS

   -- Long-Term Foreign and Local Currency IDRs: affirmed at
      'BB+', Outlook Stable

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

   -- National Long-Term Rating: affirmed at 'AA(rus)', Outlook
      Stable

   -- Senior unsecured rating: affirmed at 'BB+'/AA(rus)

   -- Bonds issued by MegaFon Finans LLC and guaranteed by
      MegaFon: affirmed at 'BB+'/'AA(rus)'


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


ABENGOA SA: Abeinsa Plan Gives 12.5% to Unsec. Creditors
--------------------------------------------------------
Abeinsa Holding, Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a disclosure statement
referring to the Debtors' plan of reorganization.

Under the Plan, holders of allowed claims in Class 3 - EPC
Liquidating General Unsecured Claims, Class 3 - Bioenergy and
Maple Liquidating General Unsecured Claims, Class 3A - EPC
Liquidating US Debt Claims, and Class 3A - Bioenergy and Maple
Liquidating US Debt Claims, in full and final satisfaction,
settlement, release, and discharge of each allowed U.S. debt
claim, on or as soon as practicable after the Effective Date,
will get a pro rata share of the applicable reorganization
distribution, or less favorable treatment as agreed upon in
writing by the holder of the U.S. Debt Claim and the applicable
Debtor or the applicable responsible person.  General Unsecured
Claims are impaired

General Unsecured Creditors of EPC Reorganizing Debtor Group with
estimated total claims of $330,946,421 will recover 12.5%.  The
"EPC Reorganizing Debtors" means Abener Teyma Mojave General
Partnership, Abener North America Construction, LP, Abeinsa
Abener Teyma General Partnership, Teyma Construction USA, LLC,
Teyma USA & Abener Engineering and Construction Services
Partnership, Abeinsa EPC LLC, Abeinsa Holding Inc., Abener Teyma
Hugoton General Partnership, Abengoa Bioenergy New Technologies,
LLC, Abener Construction Services, LLC, Abengoa US Holding, LLC,
Abengoa US, LLC, and Abengoa US Operations, LLC.

General Unsecured Creditors of EPC Liquidating Debtor Group with
estimated total claims of $12,494,717 will recover 9.2%.  The
"EPC Liquidating Debtors" means Abencor USA LLC, Abener Teyma
Inabensa Mount Signal Joint Venture, Inabensa USA, LLC, and Nicsa
Industrial Supplies LLC.

General Unsecured Creditors of Solar Reorganizing Debtor Group
with total estimated claims of $5,997,570 will recover 100%.  The
"Solar Reorganizing Debtor" is Abengoa Solar, LLC.

General Unsecured Creditors of Bioenergy and Maple Liquidating
Debtor Group with total estimated claims of $57,211,529 will
recover 11.5%.  The "Bioenergy and Maple Liquidating Debtors"
means Abengoa Bioenergy Hybrid of Kansas, LLC, Abengoa Bioenergy
Technology Holding, LLC, Abengoa Bioenergy Meramec Holding, Inc.,
and Abengoa Bioenergy Holdco, Inc.

All distributions will be funded by existing cash on hand with
the Debtors or Reorganizing Debtors, as applicable, as of the
Effective Date, including any proceeds from the sales of assets
of the Debtors and litigation of affirmative claims by the
Debtors prior to or after the Effective Date or the new value
contribution made by the parent company.

The voting deadline for the Plan is Nov. 25, 2016, at 4:00 p.m.
Prevailing Eastern Time.

Objections to the confirmation of the Plan must be filed by Nov.
25, 2016, at 4:00 p.m. Prevailing Eastern Time.

A hearing to consider the confirmation of the Debtors' Plan must
be filed by Nov. 29, 2016, at 1:00 p.m.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/deb16-10790-704.pdf

The Plan was filed by the Debtors' counsel:

     DLA PIPER LLP (US)
     R. Craig Martin, Esq.
     Maris J. Kandestin, Esq.
     1201 North Market Street, Suite 2100
     Wilmington, Delaware 19801
     Tel: (302) 468-5700
     Fax: (302) 394-2341
     E-mail: craig.martin@dlapiper.com
             maris.kandestin@dlapiper.com

          -- and --

     Richard A. Chesley, Esq.
     Oksana Koltko Rosaluk, Esq.
     203 North LaSalle Street, Suite 1900
     Chicago, Illinois 60601
     Tel: (312) 369-4000
     Fax: (312) 236-7516
     E-mail: richard.chesley@dlapiper.com
             oksana.koltko@dlapiper.com

          -- and --

     Jamila Justine Willis, Esq.
     1251 Avenue of the Americas, Floor 25
     New York, New York 10020
     Tel: (212) 335-4500
     E-mail: jamila.willis@dlapiper.com

As reported by the Troubled Company Reporter on Oct. 3, 2016, the
Debtors filed with the Court a Chapter 11 plan of reorganization
and accompanying disclosure statement.  That Plan constitutes
four different plans, of which two are plans of reorganization
and the others are plans of liquidation, one for each of the
Debtor groups into which the Debtors have been partially or
substantially consolidated.  The Disclosure Statements explaining
the four Plans have provided blank estimated recovery for holders
of general unsecured claims.  Holders of Allowed Claims in Class
3A - EPC Reorganizing Spanish Affected Debt would receive no cash
distribution from the Debtors.  Instead, these Holders would
receive a Replacement Guaranty with respect to the remaining
amount of the Spanish Affected Debt after giving effect to the
Standard Restructuring Terms, which terms would write off 97% of
the claims held by holders of Spanish Affected Debt and provide
that the remaining 3% would be paid out over a ten-year period at
a 0% interest rate under the terms of a Master Restructuring
Agreement.

                       About Abengoa S.A.

Spanish energy giant Abengoa S.A. is a leading engineering and
clean technology company with operations in more than 50
countries worldwide that provides innovative solutions for a
diverse range of customers in the energy and environmental
sectors.  Abengoa is one of the world's top builders of power
lines transporting energy across Latin America and a top
engineering and construction business, making massive renewable-
energy power plants worldwide.

As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.

On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.

                      About Abeinsa Holding

Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor
USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction
Services LLC, Abeinsa Abener Teyma General Partnership, Abener
Teyma Mojave General Partnership, Abener Teyma Inabensa Mount
Signal Joint Venture, Teyma USA & Abener Engineering and
Construction Services General Partnership, Teyma Construction
USA, LLC, Abener North America Construction L.P., and Inabensa
USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Lead Case No. 16-10790) on March 29, 2016.  The petitions were
signed by Javier Ramirez as treasurer.  They listed $1 billion to
$10 billion in both assets and liabilities.

Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016.  The cases are
consolidated under Lead Case No. 16-10790.

DLA Piper LLP (US) represents the Debtors as counsel.  Prime
Clerk serves as the Debtors' claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.

The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq.,
and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's
Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and
M. Shane Johnson, Esq.


ABENGOA SA: U.S. Unit Selling York Pilot Plant for US$1.3M
----------------------------------------------------------
Abeinsa Holding, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize
Abengoa Bioenergy New Technologies, LLC ("ABNT") to enter into a
"Purchase Agreement" with Green Plains, Inc. ("GPRE") in
connection with the private sale of the second-generation pilot
plant, warehouse, and any property, ancillary or otherwise,
related to the foregoing and in support thereof ("Pilot Plant"),
located at 1414 Road O, York, Nebraska for $1,250,000.

A hearing on the Motion is set for Nov. 29, 2016 at 1:00 p.m.
(ET).  The objection deadline is Nov. 14, 2016 at 4:00 p.m. (ET).

The York property is also the location of a 56 million gallon
nameplate ethanol production facility ("York Assets").

The Pilot Plant, not currently operating, was built in two phases
over a 10-year period in a cost-share collaboration with the US
Department of Energy.  In 2004, the Debtor first built a starch
pilot plant to optimize the first-generation starch process.  The
objective was to convert non-food based biomass, (e.g., the
residual starch and the corn fiber) by using new cellulosic
enzymes and improved amylases and gluco-amylases.  This work was
done in collaboration with Novozymes and led to multiple patents
and new enzyme systems for the industry.

In 2005, during the second phase of the Pilot Plant construction,
the Debtor added biomass handling, pretreatment and
saccharification capabilities.  As a result, the Debtor developed
and tested its second-generation cellulosic process and defined
the design basis for the construction of a demonstration plant in
Salamanca, Spain.  Most recently, in 2014, the Debtor built a new
laboratory adjacent to the Pilot Plant to add additional bench
scale saccharification and fermentation capabilities to support
the startup of the second-generation cellulosic ethanol plant in
Hugoton, Kansas ("Hugoton Plant").  The Hugoton Plant is one of
the first large-scale, second-generation cellulosic ethanol
plants in the United States.  The Debtor does not own the Hugoton
Plant.

On Feb. 1, 2016, certain creditors of Abengoa Bioenergy of
Nebraska, LLC ("ABNE") commenced an involuntary case under
chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Nebraska.  On March 1, 2016, the Nebraska Court
entered orders converting the chapter 7 case of ABNE to a case
under chapter 11 of the Bankruptcy Code and an order transferring
venue of the chapter 11 case of ABNE to U.S. Bankruptcy Court for
the Eastern District of Missouri.

On Feb. 11, 2016, certain creditors of Abengoa Bioenergy Company,
LLC ("ABC") commenced an involuntary chapter 7 case against ABC
in the U.S Bankruptcy Court for the District of Kansas.  On Feb.
29, 2016, the Kansas Court entered orders converting ABC's
chapter 7 case of to a case under chapter 11 of the Bankruptcy
Code; and, on March 1, 2016, the Kansas Court entered an order
transferring venue of the chapter 11 case of ABC to the Missouri
Court.

On Feb. 24, 2016, in the wake of involuntary cases commenced in
the Nebraska and Kansas Courts, ABC, ABNE, and a number of other
Bioenergy entities ("Original Bioenergy Debtors") commenced their
chapter 11 cases ("Bioenergy Chapter 11 Cases") in the Missouri
Court.

On June 12, 2016, certain affiliates of the Original Bioenergy
Debtors ("Maple Debtors") commenced cases under chapter 11 of the
Bankruptcy Code by filing voluntary petitions with the Missouri
Court ("Maple Cases").  The Maple Debtors owned and operated two
first-generation bioethanol production facilities located in Mt.
Vernon, Indiana and Madison, Illinois ("Maple Assets"), while the
Original Bioenergy Debtors owned four other assets: the York
Assets; a plant in Ravenna, Nebraska ("Ravenna Assets"); the
plant in Colwich, Kansas ("Colwich Assets") and the plant in
Portales, New Mexico ("Portales Assets").

The Bioenergy Debtors determined early in the Missouri Cases, in
the exercise of due diligence and following extensive
consultation with their advisors, that maximizing the value of
the Bioenergy Debtors' estates would be best accomplished through
the sale, free and clear of liabilities, of one or more of the
Bioenergy Debtors' assets.

To that end, the Bioenergy Debtors retained Carl Marks Advisory
Group, LLC, as an investment banker effective March 10, 2016.  In
the end, after an extensive pre-marketing process that involved
contacting over 200 potential buyers, Carl Marks received
stalking horse bid packages, including a credit bid at certain
assets, from 7 different parties.

In consultation with the Bioenergy Debtors and their other
professionals, Carl Marks analyzed and presented the bid
packages, as well as negotiated extensively with the various
parties to enter into three distinct stalking horse purchase
agreements, all dated June 12, 2016: (i) between Abengoa
Bioenergy of Illinois, LLC and Abengoa Bioenergy of Indiana, LLC,
on the one hand, and Maize Acquisition Sub LLC, on the other
hand, for the Maple Assets in an amount no less than
$200,000,000; (ii) between ABNE and KAAPA Ethanol Ravenna, LLC
for the Ravenna Assets in an amount no less than $115,000,000;
and (iii) between ABC and BioUrja Trading, LLC for the York
Assets in an amount no less than $35,000,000.

On June 15, 2016, the Missouri Court entered an Order ("Bidding
Procedures Order") approving, among other things, the bidding
procedures.  Following entry of the Bid Procedures Order, Carl
Marks led an exhaustive re-marketing process ahead of the final
bid deadline of Aug. 18, 2016.  The re-marketing process included
contacting over 275 additional parties, which led to over 30
distinct site visits from potential bidders at the various
production facilities.  Ultimately, 6 additional bid packages
were submitted by the Aug. 18, 2016 bid deadline, including
credit bids.  Of these bid packages, the Bioenergy Debtors
determined that four were qualified bid packages and invited each
party to attend the auction on Aug. 22, 2016.  No qualified bids
were received for the Maple Assets, and the qualified bidder for
the Ravenna Assets withdrew its bid in advance of the auction.

On Aug. 22, 2016, at the close of the auction, these parties were
named the successful bidders:

   a. With respect to the Maple Assets, GPRE was determined to be
the successful bidder at $200,000,000, plus certain working
capital items;

   b. With respect to the Ravenna Assets, KE Holdings, LLC was
determined to be the successful bidder at $115,000,000, plus
certain working capital items;

   c. With respect to the York Assets, GPRE was determined to be
the successful bidder at $37,375,000 million, plus certain
working capital items; and

   d. With respect to the Colwich Assets, ICM, Inc. was
determined to be the successful bidder at $3,150,000 million.

With regard to the York Assets, due to the envelopment of the
Pilot Plant, GPRE agreed to an Access Agreement.  In summary, by
the Access Agreement, GPRE is providing the Pilot Plant owner (a)
access to utility services and (b) a perpetual, exclusive
easement for the limited purpose of: (i) accessing and using the
portion of the York Property upon which the Pilot Plant Property
is constructed; and (ii) ingress and egress of pedestrian and
vehicular travel over, upon, and across a limited portion of the
York Property to access the Pilot Plant.

While Carl Marks was not retained to market the Pilot Plant per
se during the sale process involving the Bioenergy Debtors'
assets, because of the Pilot Plant's location within the York
Property, Carl Marks received interest from several parties that
were looking to potentially acquire the York Assets.  Carl Marks
directed all parties that expressed interest in the Pilot Plant
or other 2G-related Debtor assets to Ocean Park Advisors ("OPA"),
who had been engaged by the Bioenergy Debtors' affiliate Abengoa
Bioenergy Biomass of Kansas, LLC to manage a process either to
find a strategic partner or to complete a sale of the Hugoton
Plant, electricity cogeneration plant, and related assets in
Hugoton, Kansas.  Throughout this entire process, ABNT did not
receive any firm written offers from any qualified bidders, and
the only interest received by OPA for the Pilot Plant was an oral
expression of interest from a liquidator for $100,000.

With the closing of the sale of the York Assets, owing to the
location of the Pilot Plant, GPRE made a cash offer of $1,250,000
to acquire the Pilot Plant.  Thus, after thorough consideration
of all viable alternatives, the Debtor has exercised its business
judgment, subject to the Court's approval, to proceed with the
sale of the Pilot Plant to GPRE for $1,250,000.

The key terms of the Purchase Agreement are:

   a. Seller: Abengoa Bioenergy New Technologies, LLC

   b. Purchaser: Green Plains Inc. or its affiliate Green Plains
York, LLC

   c. Purchase Price: $1,250,000

   d. Escrow Deposit: None

   e. Property to Be Sold: Pilot Plant

   f. Private Sale/No Competitive Bidding: No auction is
contemplated.

   g. Closing and Other Deadlines: None. ABNT will receive the
purchase price contemporaneously upon closing.

   h. Indemnifications and Warranties: ABNT sells the Pilot Plant
to Purchaser in "as is, where is" condition, free and clear of
all liens, claims, encumbrances, and other interests.

A copy of the Purchase Agreement attached to the Motion is
available for free at:

         http://bankrupt.com/misc/Abeinsa_Holding_736_Sales.pdf

The Debtors request that the Court waive the 14-day stay provided
for in Bankruptcy Rules 6004(h).

The Purchaser:

          GREEN PLAINS, INC.
          450 Regency Parkway, Suite 400
          Omaha, NE 68114
          Attn.: Todd Becker
          E-mail: Todd.Becker@gpreinc.com

is represented by:

          Michelle Mapes, Esq.
          General Counsel & Corporate Secretary
          GREEN PLAINS, INC.
          450 Regency Parkway, Suite 400
          Omaha, NE 68114
          E-mail: Michelle.Mapes@gpreinc.com

                     About Abengoa S.A.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range
of customers in the energy and environmental sectors.  Abengoa is
one of the world's top builders of power lines transporting
energy across Latin America and a top engineering and
construction business, making massive renewable-energy power
plants worldwide.

As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.

On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.

On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.

                        U.S. Bankruptcy

Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15
petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on
March 28, 2016, to seek U.S. recognition of its restructuring
proceedings in Spain.  Christopher Morris signed the petitions as
foreign representative.  DLA Piper LLP (US) represents the
Debtors as counsel.

Involuntary petitions were filed against the three affiliated
entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy
Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC
under Chapter 7 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Nebraska and the United
States Bankruptcy Court for the District of Kansas.  The
bankruptcy cases for affiliate Abengoa Bioenergy of Nebraska, LLC
and Abengoa Bioenergy Company, LLC were converted to cases under
chapter 11 of the Bankruptcy Code and transferred to the United
States Bankruptcy Court for the Eastern District of Missouri.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five
other U.S. units of Abengoa S.A., which collectively own,
operate, and/or service four ethanol plants in Ravenna, York,
Colwich, and Portales, each filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
Missouri.  The cases are pending before the Honorable Kathy A.
Surratt-States and are jointly administered under Case No. 16-
41161.

Abeinsa Holding Inc., and 12 other affiliates, which are energy,
engineering and environmental companies and indirect subsidiaries
of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Proposed Lead Case No. 16-10790) on March 29, 2016.

The Chapter 11 petitions were signed by Javier Ramirez as
treasurer. They listed $1 billion to $10 billion in both assets
and liabilities.

Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016.  The cases are
consolidated under Lead Case No. 16-10790.

DLA Piper LLP (US) represents the Debtors as counsel.  Prime
Clerk serves as the Debtors' claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.

The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq.,
and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's
Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and
M. Shane Johnson, Esq.


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


BAY CONSTRUCT: In Liquidation, Cuts 95 Jobs
-------------------------------------------
thebusinessdesk.com reports that a LEEDS contractor has entered
liquidation after it suffered "catastrophic" losses at a London
hotel job, costing 95 jobs.

The company appeared to be in trouble in September 2016 when it
ran into difficulties at its London & Regional on the Cumberland
Hotel in Marble Arch project, according to thebusinessdesk.com.

At that point, it was running three months behind schedule,
according to Construction Enquirer, the report notes.

A dispute with the client meant that the company suffered a
"catastrophic" loss of cash flow, the report relays.  It meant
Bay was unable to continue to trade given the lack of resources
and time to challenge the actions of the client, the report
notes.

The company was closed on September 13 by the directors with all
employees being made redundant.

Keith Marshall and Gareth Harris of RSM Restructuring Advisory
LLP were appointed Joint Liquidators of Bay Construct Limited on
October 3, 2016, the report discloses.

The GBP35 million-turnover company had 95 employees and
specializes in construction and fit out projects ranging from
GBP1 million to GBP6 million.

According to the report, Keith Marshall, RSM restructuring
advisory partner and joint liquidator, said: "In recent months,
we have seen an increase in disputes between clients, main
contractors and subcontractors on large scale construction
projects across the sector.

"In the case of Bay Construct, whilst attempts were made to
stabilise operations and seek to resolve the dispute the impact
spread to other contractors who failed to pay and the directors
were left with no option but to close the business resulting in
95 redundancies," the report quoted Mr. Marshall as saying.


EXPRO HOLDING: Moody's Affirms Caa1 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed UK based Expro Holding UK 3
Limited's Caa1 corporate family rating and downgraded the ratings
of the Term Loan B and Revolving Credit facility borrowed by
Expro FinServices S.a.r.l. to Caa1 from B2.  At the same time
Moody's assigned a limited default (LD) indicator to Expro's
Caa1-PD probability of default rating (PDR), which was
concurrently affirmed.  The outlook on all ratings was changed to
stable from negative.

The assignment of the PDR to Caa1-PD/LD follows the company's
announcement that it has concluded the restructuring of its
capital structure by way of a debt to equity swap of 98% of its
Mezzanine Facility (not rated) on Oct. 25, 2016.

The /LD indicator reflects Moody's view that the proposed
restructuring constitutes a distressed exchange under Moody's
definition.  Moody's will remove the /LD indicator from the PDR
in three business days.

                        RATINGS RATIONALE

On Oct. 25, 2016, Expro announced that it had reached an
agreement with 98% of its Mezzanine Facility lenders to equitise
their portion of the Mezzanine Facility.  This represents
approximately USD784 million out of the total outstanding amount
of USD800 million (including accrued PIK interests).  The
remaining 2%, or USD16 million, will continue to be a mezzanine
debt obligation of Expro.  However, at closing, the financial
covenant obligations were removed and lenders agreed that all
securities attached to the Mezzanine Facility would be released.
While Moody's sees the capital restructuring as positive for the
company, the transaction constitutes a distressed exchange under
Moody's definition.

The transaction improves the company's capital structure, which
was previously deemed unsustainable and reduces Expro's Moody's
adjusted leverage to approximately 7x at closing from
approximately 10x pre transaction.  The company's cash annual
interest payments are expected to reduce by approximately USD40
million, which will alleviate the pressure on the company's cash
flow.  Finally, the transaction removes the refinancing risk that
existed on the portion of the mezzanine that was due in 2018, and
the company has no maturities until 2021 when the Term Loan B is
due.  However, Moody's notes that the company has a Revolving
Credit Facility (RCF) that matures in 2019, which is currently
drawn at USD120 million.

AFFIRMATION OF Caa1 RATING AND DOWNGRADE OF THE TERM LOAN B
RATING

The CFR remains constrained by the high leverage of the company
which Moody's expects to be at around 7x at Expro's financial
year end March 2017.  While the company will save the cash
interest payment on the equitised Mezzanine Facility amount, its
liquidity situation remains constrained by low Moody's adjusted
EBITDA of approximately USD240 million expected this year and
high debt service on the term loan B of approximately USD75
million.  Moody's expects that the company's free cash flow (FCF)
will remain negative this year at an amount of approximately
USD30 million.  Finally, the CFR also reflects the overall
continued weakness of the oil field services sector with limited
recovery expected in the next 18 months.

More positively, the CFR rating is supported by (1) the company's
market leading positions and its reputation for innovation, high
safety standard and customer service, (2) its diversified
geographic and customer profile, and (3) its experienced
management team.  Moody's also notes that to date the company's
shareholders have been quite supportive amid the challenging
market conditions as reflected by the equity injection and debt
paydown completed in August 2015.

Moody's downgraded the rating of the senior secured term loan B
facility due 2021 and RCF due 2019 to Caa1 from B2.  The rating
of the term loan benefitted from the uplift given by the more
junior Mezzanine Facility, which it has now lost.  Being the only
remaining debt in the capital structure, the risk of the senior
lenders is now in line with the risk attached to the CFR.

                        LIQUIDITY PROFILE

The company's overall cash and liquidity position is adequate.
Expro cash balance amounted to USD61 million at the end of June
2016.  The company can also rely on its USD175 million RCF due in
2019 to support its operational needs.  The revolver has a
springing covenant tested when more than USD125 million is drawn.
Moody's notes that prior to the transaction the company obtained
an amendment of the financial covenant clause of the revolver
facility giving additional headroom from 6.5x to 7.0x, if tested.
Given the challenging market conditions maintain pressure on
Expro's EBITDA, Moody's expects that the headroom under the
company's financial covenants could become tighter.

                  RATIONALE FOR THE STABLE OUTLOOK

While the company's leverage remains high with no significant
deleveraging expected within the next 18 months, the capital
structure post transaction is more in line with the current level
of profitability and cash flow generation.  Regarding the
company's financial performance, we expect that Expro will be
able to slightly improve its EBITDA over the next two years,
driven by lower cost structure and expected mild recovery in the
sector environment.

                 WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could consider an upgrade of the CFR if: 1/ Moody's-
adjusted debt/EBITDA ratio falls to below 6.0x on a sustained
basis; 2/ the company return to be free cash flow positive whilst
having improved its liquidity profile.  Any potential upgrade
would also include an assessment of market conditions.

Moody's could downgrade the ratings in the event of continued
deterioration in operating performance and/or weakening liquidity
position including negative free cash flow, limited access to the
RCF and an unsustainable capital structure.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Expro Holdings UK 3 Limited
  LT Corporate Family Rating, Affirmed Caa1
  Probability of Default Rating, Affirmed Caa1-PD /LD (/LD
   appended)

Downgrades:

Issuer: Expro FinServices S.a r.l.
  Backed Senior Secured Bank Credit Facility, Downgraded to Caa1
   (LGD3) from B2 (LGD3)

Outlook Actions:

Issuer: Expro FinServices S.a r.l.
  Outlook, Changed To Stable From Negative

Issuer: Expro Holdings UK 3 Limited
  Outlook, Changed To Stable From Negative

The principal methodology used in these ratings was "Global
Oilfield Services Industry Rating Methodology" published in
December 2014.


GULF KEYSTONE: "Fully Reset" Following Refinancing, CFO Says
------------------------------------------------------------
Proactive Investors reports that Sami Zouari, chief financial
officer of Gulf Keystone Petroleum PLC, described the company as
"fully reset" after its recent re-financing.

The debt-for-equity swap wiped from US$500 million from its
US$600 million of liabilities, but left existing investors with
just 14.5% of the Kurdistan-focused oil producer, Proactive
Investors discloses.

Meanwhile, an open offer brought in US$25 million that will allow
GKP to lift production, Proactive Investors notes.

Mr. Zouari's take on the refinancing was interesting and quite
amusing, Proactive Investors states.   According to Proactive
Investors, he told City AM in an interview.  "A good
restructuring is one where everyone is equally unhappy,"

He added: "What we're aiming for now is to become a normal
company. I'd like people to see this as a new company.  Or, as
the chief executive [Jon Ferrier] likes to put it, a 'boring'
company, so you know you're not attracting scrutiny for the wrong
reasons," notes the report.

Gulf Keystone Petroleum Limited is an oil and gas exploration and
production company operating in the Kurdistan region of Iraq.  It
is listed on the main market of the London Stock Exchange.


INTEROUTE FINCO: S&P Rates Proposed EUR250MM Term Loan 'B+'
-----------------------------------------------------------
S&P Global Ratings said that it has assigned a 'B+' issue rating
to U.K.-based IT and cloud computing company Interoute Finco
PLC's (B+/Stable/--) proposed EUR250 million cov-lite term loan B
and Interoute Communications Limited (UK)'s proposed EUR75
million revolving credit facility (RCF).  The recovery rating on
this debt is '3', with recovery expectations in the lower half of
the 50%-70% range.

The company intends to use the proceeds of the proposed term loan
B to refinance its existing EUR240 million floating rate notes.
The proposed RCF will replace the company's super senior RCF.  As
a result, the existing EUR350 million senior secured notes, the
proposed term loan B, and the proposed RCF will share the same
security package and will rank pari passu.

At the same time, S&P is affirming its B+' issue rating on the
company's existing EUR350 million senior secured notes.  The
recovery rating remains unchanged at '4', reflecting S&P's
recovery expectations in the higher half of the 30%-50% range.
At close of the transaction, S&P expects to revise the recovery
rating on these notes to '3' from '4', which is the same level as
the proposed term loan B and RCF.

Recovery prospects for secured lenders and noteholders are
constrained by the finance lease liabilities that S&P considers
as priority liabilities ranking ahead of the notes and proposed
facilities.

In S&P's hypothetical default scenario, it contemplates an
increasingly competitive operating environment among transport
providers resulting in lower revenues and margins as Interoute
tries to maintain its customer base.

S&P values the group as a going concern given its ownership of
substantial network assets and data centers across Europe.

Simulated default and valuation assumptions
   -- Year of default: 2020
   -- EBITDA at emergence: EUR92 million
   -- Implied enterprise value multiple: 5.0x
   -- Jurisdiction: U.K.

Simplified waterfall
   -- Gross enterprise value at default: EUR460 million
   -- Administrative costs: EUR24 million
   -- Net value available to creditors: EUR437 million
   -- Priority claims: EUR80 million
   -- Secured debt claims: EUR686 million*
      -- Recovery expectation: 50%-70% (lower half of the range)
*All debt amounts include six months' prepetition interest.

RATINGS LIST

Interoute Communications Holdings Ltd.
Interoute Finco PLC
Corporate Credit Rating            B+/Stable/--

Ratings Affirmed

Interoute Finco PLC
Senior Secured                     B+
Recovery Rating                    4H

New Rating

Interoute Finco PLC
Senior Secured
  EUR250 mil term loan B              B+
  Recovery Rating                   3L

Interoute Communications Ltd.
Senior Secured
  EUR75 mil revolver due 2020         B+
  Recovery Rating                   3L


KCA DEUTAG: S&P Lowers CCR to 'CCC+', Outlook Stable
----------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating
on U.K.-headquartered oil services company KCA DEUTAG Alpha Ltd.
(KCAD) to 'CCC+' from 'B-'.  The outlook is stable.

At the same time, S&P lowered to 'CCC+' from 'B-' its issue
rating on KCAD's $375 million term loan B maturing 2020, $375
million senior secured notes due 2021, $500 million senior
secured notes due 2018, and revolving credit facilities (RCFs)
totaling $250 million maturing in 2019, including $175 million in
cash and $75 million in the form of guarantees.  The recovery
rating on these instruments is unchanged at '3', reflecting S&P's
expectation of recovery in the lower half of the 50%-70% range in
the event of a payment default.

The downgrade reflects KCAD's high leverage and the risk S&P sees
of further EBITDA deterioration in 2016-2017, owing to the
current weak conditions in oilfield services.  S&P anticipates no
positive free operating cash flow (FOCF) generation in 2017-2018.
Consequently, without a material rebound in the market
environment, S&P thinks the company's capital structure will be
unsustainable.  Under S&P's base-case scenario, it projects
KCAD's adjusted debt-to-EBITDA at about 6x in 2016 and at 6.5x-
7.5x in 2017.  S&P's visibility on 2018 is currently very limited
considering the challenging market conditions.  As of June 30,
2016, the company had reported net debt of $1.2 billion (adjusted
debt of $1.5 billion), with maturities of about $500 million due
in 2018.

Under S&P's base case, it also projects tight headroom under
financial covenants, which may limit KCAD's ability to draw cash
under its $175 million RCF.  That said, the company has a sizable
cash balance (about $146 million as of June 30, 2016, of which
S&P views $35 million as restricted).

S&P expects an only gradual rebound in oil prices.  Moreover,
exploration and production (E&P) companies will therefore
continue to postpone investments and reduce operating expenses,
putting pressure on the oilfield services sector's profitability.
In S&P's view, 2017 and 2018 contract renewals will be more
difficult.  S&P also anticipates lower utilization rates for land
fleet in the second half of 2016 and in 2017.  S&P thinks the
company will need industry conditions to bounce back noticeably
in the coming quarters to prevent further EBITDA contraction.
S&P also notes that increased demand and new contracts can
require increased investment.

In the past few quarters, the company announced quite substantial
cost cuts, including the resizing of its engineering activities,
improving its unadjusted EBITDA margin to approximately 20% as of
the end of second-quarter 2016 on a 12-month rolling basis,
versus 14.8% for the same period one year ago.  Moreover, KCAD
disposed of its last rig in the mobile offshore drilling unit
business earlier this year.  In S&P's view, these measures will
offset only partially the pressure on the company's results.

The stable outlook reflects KCAD's limited debt maturities until
February 2018, when the $500 million senior secured notes are
due. In addition, S&P don't anticipate materially negative FOCF
in the next few years.

S&P could lower its ratings on KCAD if it doesn't address its
2018 debt maturities proactively in the coming 6-12 months and
doesn't obtain its covenant waivers or an equity cure from
shareholders. S&P could also considers a negative rating action
if it observes a more pronounced decline in EBITDA than we
currently expect.

An upgrade would likely follow improved market conditions that
would enable KCAD to grow EBITDA from the current low levels and,
over time, generate positive FOCF and deleverage.


LADBROKES PLC: S&P Affirms 'BB' CCR, Outlook Stable
---------------------------------------------------
S&P Global Ratings said it has affirmed its 'BB' long-term
corporate credit rating on the U.K.-based sports betting and
gaming operator Ladbrokes PLC.  The outlook is stable.

S&P also affirmed its 'BB' issue rating on the company's existing
GBP225 million senior unsecured notes due 2017 and GBP100 million
unsecured retail bond due 2022.  The recovery rating is unchanged
at '3'.

In addition, S&P assigned its 'BB' issue rating and '3' recovery
rating to the proposed new unsecured notes due 2023 -- expected
to be of benchmark size -- that will be used to partially
refinance the existing GBP600 million acquisition bridge term
loan due 2018.

The affirmation follows the announcement that Ladbrokes will
combine with some of U.K. betting and gaming competitor Gala
Coral Group Ltd.'s businesses.  According to the announcement:

   -- Ladbrokes PLC, to be renamed Ladbrokes Coral Group PLC,
      will acquire the land-based betting and online businesses
      of Coral.

   -- Ladbrokes Coral Group PLC will be the only listed entity,
      with Ladbrokes' and Coral's existing shareholders
      ultimately owning 52.86% and 44.96% of the combined entity,
      respectively.  The transaction will close following
      approval from the U.K.'s Competition and Markets Authority
     (CMA), and the U.K. Listing Authority (UKLA).

On Oct. 26, 2016, Ladbrokes received approval for the merger from
the CMA, and on Oct. 27, 2016, it received approval from the UKLA
to list the new Ladbrokes Coral Group PLC shares.  S&P therefore
considers the merger a near certainty.

In S&P's view, the combination will moderately strengthen
Ladbrokes' business risk profile within the fair category.  The
combined entity will operate an estate of 3,585 licensed betting
offices in the U.K. (adjusted for disposals), representing
approximately 43% of the U.K.'s total estate and the dominant
market position in U.K. land-based betting.  S&P do not, however,
expect the combination to create material diversification
benefits, either in terms of business scope or geographic
diversity.  Rather, S&P sees the merger as providing added scale,
with potential revenue synergies and opportunities for greater
customer retention as a result of the dual-brand offering.

Management also expects cost synergies of GBP65 million per year,
achieved in full from the third year following completion of the
merger, with cash costs required to realize synergies amounting
to between GBP65 million-GBP80 million, occurring mostly in the
first year after completion.

The fair business risk profile continues to be underpinned by
Ladbrokes' now-leading market position in the land-based segment,
and its status as one of the most recognized brands in U.K.
betting and gaming, alongside Coral.  These strengths are offset
by elevated regulatory and taxation risks for land-based U.K.
gaming operators, in S&P's view.  Following the introduction of
the Point of Consumption tax and Machine Games Duty in 2015, S&P
understands that the government is now considering certain
limitations on stakes and prizes as part of its Triennial Review
of Gaming Machines, and on television advertising, in order to
encourage responsible gaming.  These measures could erode margins
for land-based operators, although this is difficult to quantify
at this stage.

In S&P's base-case scenario, it assumes that Ladbrokes will
maintain S&P Global Ratings-adjusted metrics consistent with an
intermediate financial risk profile.  S&P sees some weakening in
Ladbrokes' metrics in 2017 -- the first full year of the
merger -- since a near-doubling in revenues and EBITDA will be
more than offset by higher debt.  That said, S&P expects that
adjusted debt-to-EBITDA will not exceed 3x in 2017, and that the
ratio will significantly improve in 2018 on the back of positive
free operating cash flows (FOCF).  The intermediate financial
risk profile also assumes that the key supplementary ratios of
adjusted EBITDA interest cover and FOCF-to-debt will remain
firmly in the intermediate category.

S&P understands that management intends to maintain a stable
dividend policy and a focus on deleveraging, until shareholder
returns can increase without a significant negative impact on
debt-service coverage ratios.  Ladbrokes' financial policy for
the combined group is to delever net debt-to-EBITDA to 1.5x-2.0x
over the medium term.

The fair business risk and intermediate financial risk profile
combination results in an anchor of 'bb+'.  S&P applies a one-
notch negative modifier to this anchor for comparable rating
analysis, to reflect a range of factors.  These include the fact
that S&P sees Ladbrokes' metrics as being, on balance, at the low
end of the intermediate financial risk profile, and that
Ladbrokes faces significant regulatory and taxation risks given
its focus on U.K. land-based betting, as well as integration
risks associate with the merger.

In S&P's base case, it assumes:

   -- Revenues almost double in 2017 as a result of the first
      full year of the merger, with approximately 5% growth in
      2018 and 2019, reflecting high growth in the online segment
      and, to a lesser extent, the European operations -- partly
      offset by modest declines in U.K. land-based betting;

   -- Stable EBITDA margins post-merger of about 18%-19%;

   -- Capital expenditure of GBP120 million-GBP130 million in
      2017 and 2018, excluding GBP35 million-GBP40 million for
      the Italian license renewals in 2017, which S&P has
      deducted from operating cash flow;

   -- Disposals of GBP55 million are included in S&P's metrics
      for 2017, plus a further 25 Ladbrokes shop disposals per
      year, for a cash consideration of about GBP4 million per
      year; and

   -- Dividends in line with its policy of 3 pence per share
      (about GBP57 million annually).

Based on these assumptions, S&P arrives at these credit measures:

   -- Adjusted debt-to-EBITDA of about 3.0x in 2017, falling to
      about 2.6x in 2018;

   -- Adjusted funds from operations (FFO)-to-debt of about 25%
      in 2017, and about 30% in 2018; and

   -- Adjusted EBITDA interest cover of about 6x in 2017 and 7x
      in 2018.

The stable outlook reflects S&P's view that Ladbrokes and Coral
will integrate as planned, that the combined group's operating
performance will be in line with S&P's expectations, and that
business risk will not materially weaken, for example as a result
of adverse regulatory action.  S&P anticipates that annualized
credit metrics will weaken in 2017 due to additional debt
associated with the merger, but will meaningfully improve in 2018
and 2019 as a result of deleveraging from positive free cash flow
generation.  S&P assumes that adjusted debt-to-EBITDA will be
about 3x in 2017 and about 2.5x in 2018, and that adjusted FFO-
to-debt will be about 25% and 30%-35%, respectively.  The stable
outlook also reflects S&P's expectation that liquidity will
remain
adequate.

S&P could raise the ratings if the merger integration completes
as planned, if regulatory and taxation risks on the sector
reduce, and if Ladbrokes' adjusted metrics strengthen within the
intermediate financial risk category.  Specifically, S&P would
need to see EBITDA growth as a result of positive operating
performance and merger synergies, and FOCF generation that
enables the business to deleverage such that adjusted
debt-to-EBITDA and adjusted FFO-to-debt stay clearly and
sustainably below 3.0x and above 30%, respectively.  This would
have to be supported by a clear financial policy commitment to
maintain ratios commensurate with an intermediate financial risk
profile.

S&P considers a downgrade less likely, due to the headroom that
exists at the current rating level.  However, S&P could lower the
ratings in the event of significant difficulties in executing the
merger with the Coral business or material margin erosion.  S&P
could also take a negative rating action due to adverse taxation
or regulatory developments, or management adopting a more-
aggressive financial policy, such that adjusted metrics deviated
materially from S&P's base case.


RYDE ARENA: In Liquidation, Bosses Warns People Over Refunds
-------------------------------------------------------------
Isle of Wright County Press Online reports that Ryde Arena Ltd.
bosses have placed the company in liquidation and warned people
they may not get their money back for show tickets and skating
vouchers and lessons.

They have appointed BRI Business Recovery and Insolvency to
assist them in placing the company into Creditors' Voluntary
Liquidation, according to Isle of Wright County Press.

BRI's licensed insolvency practitioner and Island resident, Alan
Limb, said, "The Directors have taken the decision to place the
company into liquidation because they do not believe that it will
be able to trade again, the report notes.

"Some customers of the company have bought tickets for shows at
Ryde Arena which will not now take place. Other customers have
paid in advance for skating vouchers and lessons which the
company will not now be able to honor.

"The company is unable to offer refunds to these customers.

"Many of these tickets, vouchers and lessons were sold through
the website, the Price is Wight. Customers affected in this way
should contact The Price is Wight to see if a refund is possible.

"Customers who paid for tickets, vouchers or lessons using their
credit or debit card should also contact their card provider to
request a refund.

"Any queries in connection with the Liquidation or the meeting of
Creditors should be directed to Vivienne French of BRI by
telephone on 01604 595609 or by email to vfinch@briuk.co.uk ."

A creditors meeting will be held at Ryde Castle Hotel at 1.15pm
on Thursday, November 17, 2016.


* UK: Corporate Insolvency Framework Review May Impact Creditors
----------------------------------------------------------------
Publication of a summary of responses to the Review of the
Corporate Insolvency Framework by the Insolvency Service last
month has prompted fears from the credit community that failing
businesses may now be disproportionately protected at the expense
of their creditors.

Philip King, Chief Executive of the Chartered Institute of Credit
Management (CICM), expressed particular concern that the
Government is "failing to look at the detail in favor of
accepting a majority view."

Opinions were sought in four key areas of proposed reform: the
creation of a new Moratorium period for financially distressed
companies; provision to require essential suppliers to continue
to supply to a financially distressed company on existing terms;
creation of a "new restructuring plan" -- a company rescue
vehicle that would enable a "cram down" of classes of dissenting
creditors; and measures to encourage "rescue finance".
Two thirds of respondents who commented on the Moratorium
proposal agreed in principle that the introduction of a
pre-insolvency temporary Moratorium would facilitate business
rescue.  There was similar support for the broad objective of
helping businesses to continue trading through the restructuring
process.

There was support too for the proposal that a restructuring plan
which could be made binding in the face of opposition by a
minority of creditors would be a valuable addition to the
Insolvency Framework.  Stakeholders provided a range of valuable
perspectives on how the new plan might operate in practice.
In terms of the Rescue Finance proposal, most agreed that a lack
of finance rarely prevents the rescue of viable businesses; the
existing framework does permit rescue financing, and there is
currently a market for rescue finance.

But Mr. King, speaking for the CICM, said that there was a danger
that compelling arguments for and against the various proposals
were in danger of being ignored: "We maintain our position that a
move to a new model similar to Chapter 11 for UK businesses
heading towards insolvency could have serious, unintended
consequences for creditors, cashflow and thousands of small
businesses within the supply chain."


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets.  A company may establish reserves on its
balance sheet for liabilities that may never materialize.  The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


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.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and
Peter A. Chapman, Editors.

Copyright 2016.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-362-8552.


                 * * * End of Transmission * * *