TCREUR_Public/161123.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, November 23, 2016, Vol. 17, No. 232


                            Headlines


F R A N C E

DECOMEUBLES PARTNERS: Fitch Hikes IDRs to 'B', Outlook Stable
FINANCIERE LULLY: Moody's Affirms B2 CFR, Outlook Stable
FINANCIERE LULLY: S&P Affirms 'B' CCR & Revises Outlook to Pos.
FINANCIERE TOP: Moody's Assigns B1 CFR, Outlook Negative
FINANCIERE TOP: S&P Assigns 'B+' CCR & Rates EUR1.268BB Loan 'B+'


I R E L A N D

IRISH BANK: Liquidators to Make EUR275MM Payout to State
IRISH TV: Halts Operations Following Interim Examinership
RUSH CREDIT: High Court Appoints Liquidators Following Probe


I T A L Y

ENTE AUTONOMO: April 5 Auction Set for Unit's Stake Transfer
ICCREA BANCA: S&P Affirms 'BB/B' Counterparty Credit Ratings


R U S S I A

SOVCOMBANK: S&P Raises Counterparty Credit Ratings to 'B+'


S P A I N

ABENGOA SA: Wants Judge to Halt Suits by Rebel Creditors
AYT DEUDA: Fitch Affirms 'Csf' Rating on Class C Notes
CAIXABANK PYMES 8: Moody's Rates EUR292.5MM Notes (P)Caa2
EDT FTPYME: S&P Raises Rating on Class C Notes to 'B- (sf)'


U K R A I N E

RAIFFEISEN LEASING: Moody's Withdraws Caa2 CFR & Issuer Ratings
UKREXIMBANK: Fitch Raises LT Foreign Currency IDR to 'B-'


U N I T E D   K I N G D O M

ADIENT PLC: S&P Assigns 'BB+' CCR & Rates Sr. Unsecured Debt 'BB'
PIXEL PROJECTS: SFP Completes Sale of Business, 34 Jobs Saved
WORTHINGTON GROUP: Pension Protection Fund Rejects CVA Terms


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F R A N C E
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DECOMEUBLES PARTNERS: Fitch Hikes IDRs to 'B', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has upgraded Decomeubles Partners SAS's
(Decomeubles) Issuer Default Rating (IDR) to 'B' from 'B-' and
removed it from Rating Watch Positive (RWP). The Outlook is
Stable. The IDR, together with the instrument ratings
(B+/Recovery Rating RR2) on BUT SAS's EUR246m senior secured
notes, has been withdrawn.

At the same time, Fitch has assigned Mobilux 2 SAS a final IDR of
'B' with Stable Outlook, and Mobilux Finance SAS's EUR380m senior
secured notes a final rating of 'B+' with 'RR3' (52%).

The rating actions follow the last stage of BUT's acquisition
process by Clayton, Dubilier & Rice and WM Holding GmbH, ie the
redemption of the EUR246m bonds issued under BUT's previous
capital structure from the proceeds of the new EUR380m senior
secured notes issued by Mobilux Finance SAS. As part of the
acquisition, former BUT's parent Decomeubles has been absorbed in
the new group, with BUT's new holding company being Mobilux 2
SAS. The senior secured bond rating reflects our view of above-
average recovery expectations in the event of default.

KEY RATING DRIVERS

Moderate Re-leveraging and Refinancing Risks

The buy-out has led to some re-leveraging, with Fitch forecasting
funds from operations (FFO)-adjusted gross leverage of 6.1x at
the end of the financial year ending June 2017 (FY16: 5.6x)
before falling to 5.7x by FY20, aided by our expectation that the
group's profitability and cash generation will remain solid over
the rating horizon to FY20.

At the current rating level, Fitch calculates that BUT's cash
from operations generation capacity, measured as FFO after change
in working-capital needs, provides some headroom for network
development through owned store openings or bolt-on acquisitions.
However, a more aggressive financial policy resulting in lower
profitability, financial flexibility and a significant increase
in leverage could put downward pressure on the ratings.

Improved Profitability

Fitch expects BUT's EBITDA margin to be sustainable at 6.5%, the
level reached at end-FY16 (FY15: 5.2%). The FY16 performance
largely reflected gains from management's measures to optimise
the group's product offering, own-store/franchise mix and
logistics operations.

Fitch believes BUT's cost structure has mostly been optimised and
therefore is unlikely see significant extra gains, but that its
profitability should remain supported by like-for-like sales
growth, greater purchasing power from growing volumes, and the
ongoing development of the higher-margin decoration product
range.

"The contemplated purchasing arrangements with XXXLutz
(approximately EUR3.9bn revenues in 2015 against EUR1.5bn in FY16
for BUT), which we have not yet factored into our rating case
forecasts, should provide further support to the group's EBITDA
through enhanced purchasing power," Fitch said.

Limited but Improving Diversification

Low geographic and sales channel diversification remains a key
constraint on the ratings. BUT's concentration on the French
market increases the group's vulnerability to local market swings
and limits growth opportunities over the medium term.

Management has implemented a cross-channel strategy through the
development of "click and collect"' sales, which is supported by
a dense store and pick-up point network. This is growing rapidly,
though BUT's online penetration remains low at 2.4% of sales in
FY16. This increases its vulnerability to more developed (either
pure online or multi-channel) competitors in a fast-growing
segment.

Solid FCF Generation Capacity

Fitch expects BUT to generate average annual free cash flow (FCF)
of 2.5% of sales over FY17-FY20, compared with 7% in FY16 and
1.2% over FY12-FY14. This compares well with 'B' non-food retail
peers.

Aside from EBITDA margin being consistently at or above 6.5%,
Fitch assumes the sustainability of BUT's working capital needs
past optimisation (turned negative in FY16, and could be further
enhanced by the purchasing arrangements with XXXLutz) on one hand
as well as limited new store openings leading to annual average
capex at 2% of sales on the other hand. Furthermore, Fitch
expects reduced FCF volatility due to increased resilience of the
group's business model.

Stable Financial Flexibility

Fitch forecasts BUT's FFO fixed charge cover to remain stable at
1.7x over FY17-FY20 despite the increased amount of debt
resulting from the buy-out. This mainly reflects Fitch's enhanced
expectations regarding BUT's EBITDA margin and therefore FFO
generation. This level remains weak compared with 'B' rated peers
and reflects BUT's asset-light business model and increased share
of directly operated stores following the acquisition of the
previously franchised 18 Yvrai stores on 1 September 2016. In our
view, this is counterbalanced by the group's adequate liquidity
buffer, supported by a cash-generative profile along with an
expected moderate appetite for acquisitions.

DERIVATION SUMMARY

BUT's strong business profile balances a weak financial profile
relative to rated retail peers in the 'B' category. The group has
small scale and limited geographic diversification, but enjoys
healthy sales and profitability growth prospects and a
demonstrated track record of gaining market share. Its financial
leverage and FFO fixed charge cover are more comparable to 'B-'
peers although solid liquidity underpins financial flexibility at
the 'B' rating level. No country-ceiling, parent/subsidiary or
operating environment aspects impacts the rating.

KEY ASSUMPTIONS

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

   -- Low single-digit like-for-like sales growth

   -- Revenue growth of 8.8% in FY17 due to the Yvrai
      acquisition, growing at 2.3% CAGR over FY17-FY20 supported
      by like-for-like sales growth and moderate network
      expansion

   -- EBITDA margin growing from 6.5% in FY16 to 6.7% in FY20

   -- Moderate annual working capital inflows driven by sales
      growth and further improvement in management of working
      capital needs

   -- Average annual capex at 2% of sales over FY17-FY20

   -- No dividends

   -- Average FCF at 2.5% of sales over FY17-FY20

   -- Acquisition spending of EUR47.8m in FY17 (acquisition of
      the Yvrai franchised stores), limited other franchised
      store buy-backs over FY17-FY20

RATING SENSITIVITIES

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

   -- Further improvement in scale and diversification leading to
      EBITDA margin above 8% and FCF margin above 4% on a
      sustainable basis

   -- FFO fixed charge cover sustainable above 2.0x

   -- FFO-adjusted gross leverage below 4.5x on a sustained basis

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

   -- A significant deterioration in revenues and profitability
      reflecting for example an increasingly competitive
      operating environment or a too ambitious, ill-executed
      expansion plan

   -- FFO fixed charge cover below 1.5x on a sustained basis

   -- Adjusted FFO gross leverage above 6.0x on a sustained basis

   -- Average three-year FCF below 2% of sales

LIQUIDITY

Fitch expects liquidity to remain adequate over the next four
years. It should be supported by readily available cash on
balance sheet, which Fitch estimates will be at its lowest at
end-FY17 (EUR85m) following the buy-out transaction and the
acquisition of the Yvrai franchises stores. Liquidity should also
be supported by the group's FCF generation capacity together with
a EUR100m revolving credit facility, which can be used for
general corporate purposes. Furthermore, BUT's liquidity is
supported by a bullet debt maturity profile in 2022 and 2024.


FINANCIERE LULLY: Moody's Affirms B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has affirmed Financiere Lully C's
(Linxens or the company) B2 corporate family rating and B2-PD
probability of default rating (PDR).  Moody's has also affirmed
the B1 instrument rating on the First Lien Term Loan B-1, First
Lien Term Loan B-2 and the upsized EUR125 million Revolving
Credit Facility (RCF) and the Caa1 instrument rating on the
Second Lien Term Loan B-1 and Second Lien Term Loan B-2.
Concurrently, Moody's has assigned a B1 instrument rating to the
new EUR240 million First Lien Term Loan B-4 to be raised by Lully
Finance S.a.r.l.  The outlook on the ratings is stable.

On Nov. 3, 2016, Linxens entered into an agreement to acquire the
Secured ID & Transactions division of Smartrac N.V. (Seven) for
an undisclosed sum.  Seven is a global manufacturer and supplier
of Radio Frequency ID (RFID) procoils, inlays and cards for
electronic identification documents issued by governments and
state authorities, access control, and contactless payment.  As
part of this transaction, which is expected to close before the
end of the year, Linxens will raise a new EUR240 million first
lien senior secured term loan, the proceeds of which, alongside a
EUR110 million equity injection from its shareholders, will be
used to (1) fund the acquisition, (2) pay related transaction
fees and expenses, and (3) pay down drawings under the revolving
credit facility (RCF) that were made in relation to the financing
of the Pretema GmbH (Pretema) acquisition in August 2016.
Moody's also notes that as part of this transaction, Linxens is
looking to reprice its EUR-denominated First Lien Term Loan B-2
in line with the new First Lien Term Loan B-4 and also reprice
the Second Lien Term Loan B-2.  While positive, the repricing
will have only a marginal impact on the company's interest
coverage ratio and Free Cash Flow (FCF).

                        RATINGS RATIONALE

"The rating action reflects (1) Linxens' enlarged product
offering following the acquisition of Seven to better address
growing demand for dual interface and pure contactless
smartcards, (2) the increased diversification in terms of
addressable end-markets with increased exposure to e-government
and transport and secured access, where Linxens' presence was
limited, and (3) the expectation that Linxens will continue
generating significant free cash flow (FCF) a large portion of
which will be used to reduce outstanding debt", says Sebastien
Cieniewski, Moody's lead analyst for Linxens.  However, Moody's
notes that the rating remains constrained by (1) the company's
high adjusted gross leverage ratio at c.6.5x projected by the end
of 2016 pro forma for the acquisition of Seven, (2) the limited
growth prospects of the SIM card segment due to the relatively
higher maturity of the market, and (3) the technology risk
exposure over the medium- to longer-term.

With the acquisition of Seven, Linxens will gain scale with pro
forma 2015 revenues increasing to EUR534 million compared with
EUR315 million on a standalone basis.  With the larger scale,
Linxens will enjoy increased product offering thanks to Seven's
leading position in the growing market for antennas and inlays
for smartcards, which is driven by the increasing penetration of
dual interface cards, e-IDs, and contactless transport and access
smartcards, among others.  Linxens will also enjoy increased
diversification of its end-markets - in particular exposure to
the e-government segment will increase to 18% from 3% of the
enlarged group's 2015 pro forma revenues complementing Linxens'
historically strong positions in payment and telecom.

The funding structure of Seven composed of a mix of debt and
equity, of which EUR39 million will be used to repay drawings
under the RCF, will have a slightly positive impact on leverage.
However, pro forma debt-to-EBITDA (as adjusted by Moody's for
pension liabilities and operating leases) projected by the rating
agency at around 6.5x by year-end 2016 remains high for the
rating category.

The limited de-leveraging achieved by Linxens since its
acquisition by CVC in 2015 reflects softness in its payment
segment in 2016 compared to the strong growth at a 17% compound
annual growth rate (CAGR) over the period 2012-2015 and the use
of part of the cash generation for the acquisition of Pretema.
Year-to-date (YTD) to Sept. 30, 2016, revenues were 15.7% below
the same period last year at constant currency rates.  Linxens
has been negatively impacted by the de-stocking implemented by
banks and intermediaries in China and in the US.  Inventories of
smartcards have reached higher levels in 2016 as the migration to
chip and pin payment cards (EMV) from magnetic stripe cards
experienced a slowdown following a record volume of shipments in
the prior year.  Moody's nevertheless considers the destocking as
one-off in nature as the segment should return to revenue growth
from 2017 based on the positive market fundamentals although at a
slower pace than initially projected due to a higher volume of
medium-to lower-end products.

Moody's believes that Linxens will be able to reduce adjusted
gross leverage below 6.0x over the short-term based on the
assumptions of mid- to high-single digit revenue growth over the
medium-term, continued improvement in margins, and use of a
significant portion of FCF for debt repayment.  Based on the
company's limited capex and working capital needs, the rating
agency forecasts that Linxens will be able to generate FCF-to-
debt at mid- to high single-digit rates for the next two years.

Moody's considers that Linxens benefits from a good liquidity
position, which will improve pro-forma for the acquisition of
Seven.  Indeed as part of the transaction, Linxens will repay
EUR39 million of drawings under the RCF and increase the size of
the facility by EUR25 million to EUR125 million.  Moody's notes
that liquidity will be also supported by Linxens pro-forma cash
balance at EUR39 million as of Sept. 30, 2016, and significant
FCF generation that has limited seasonality.

The First Lien Term Loans, including the first lien add-on, and
the RCF rank pari passu and benefit from first lien guarantees
from the company and its material subsidiaries and pledges over
the assets of most of the operating subsidiaries with limitations
in certain countries, including France.  The Second Lien Term
Loans benefit from the same security and guarantee package as the
first lien facilities but on a second-ranking basis.

The B2-PD PDR, at the same level as the CFR, reflects Moody's
assumption of a 50% family recovery rate based on the mix of
first lien and second lien facilities in the debt structure.  The
B1 instrument rating assigned to the First Lien Term Loans and
RCF, one notch above the CFR, reflects the cushion provided by
the sizeable Second Lien Term Loans ranking behind and rated
Caa1.

The stable outlook reflects Moody's expectation that Linxens will
generate revenue growth and FCF over the next 2 years which will
enable the company to reduce its leverage from the high level at
the closing of the Seven transaction.

               WHAT COULD CHANGE THE RATINGS UP/DOWN

Upwards rating pressure could develop if adjusted leverage
decreases towards 5.0x, FCF-to-debt increases towards 10% on a
sustainable basis, and the company maintains a good liquidity
profile and conservative financial policy.

On the other hand, negative rating pressure could arise if the
company fails to reduce its adjusted leverage towards 6.0x within
the next 12 months, FCF-to-debt decreases to below 5% on a
sustained basis, and the liquidity position weakens.

LIST OF AFFECTED RATINGS:

Affirmations:

Issuer: Financiere Lully C
  Corporate Family Rating, Affirmed B2
  Probability of Default Rating, Affirmed B2-PD

Issuer: Lully Finance LLC
  Backed Senior Secured Bank Credit Facility, Affirmed B1
  Backed Senior Secured Bank Credit Facility, Affirmed Caa1

Issuer: Lully Finance S.a r.l.
  Backed Senior Secured Bank Credit Facility, Affirmed B1
  Backed Senior Secured Bank Credit Facility, Affirmed Caa1

Assignments:

Issuer: Lully Finance S.a r.l.
  Backed Senior Secured Bank Credit Facility, Assigned B1

Outlook Actions:

Issuer: Financiere Lully C
  Outlook, Remains Stable

Issuer: Lully Finance LLC
  Outlook, Remains Stable

Issuer: Lully Finance S.a r.l.
  Outlook, Remains Stable

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

Based in Levallois-Perret, France, Linxens is the world's leading
manufacturer of connectors for smart cards.  The company produces
flexible etched connectors used in several end-applications,
including banking cards (53% of 2015 revenues pro forma for the
acquisition of Pretema in August 2016), SIM cards for mobile
phones (34%), other smart cards and consumer applications,
including inkjet cartridges and medical sensors (10%), and
e-government, including e-ID, e-passport, health cards and
driving licenses (3%).  The company employs c.1,200 employees
across 4 production facilities.


FINANCIERE LULLY: S&P Affirms 'B' CCR & Revises Outlook to Pos.
---------------------------------------------------------------
S&P Global Ratings revised its outlook on France-based micro-
connector manufacturer Financiere Lully C SAS (Linxens) to
positive from stable and affirmed its 'B' long-term corporate
credit rating on the company.

S&P also assigned its 'B' long-term corporate credit rating to
Linxens' subsidiaries, Linxens France SA and Linxens Singapore
Pte Ltd, which S&P views as core subsidiaries within the Linxens
group because they contribute to a sizable portion of
consolidated group revenues.  The outlook is also positive.

At the same time, S&P assigned its 'B' issue rating to proposed
EUR240 million senior secured first-lien incremental term loan
and affirmed S&P's 'B' issue rating on the senior secured
first-lien term loan due 2022 and the revolving credit facility
(RCF) due 2022 that will be upsized to EUR125 million.  S&P's
recovery rating on the proposed and existing secured debt is '3',
indicating S&P's expectation of meaningful recovery in the lower
half of the 50%-70% range in the event of a payment default.

S&P also affirmed its 'CCC+' issue rating on the second-lien term
loan due 2023.  The '6' recovery rating remains unchanged,
indicating S&P's expectation of negligible (0-10%) recovery in
the event of a payment default.

The outlook revision reflects that the announced agreement to
acquire Smartrac's Secured ID & Transactions division (SIT) will
enhance Linxens' scale and diversification in terms of customers,
end markets, products, and technologies.  The deal will also
result in stronger free cash flow generation once Linxens has
integrated the acquired operations.  Partly offsetting this will
be marked dilution of the enlarged entity's margin, owing to
consolidation of the less profitable SIT business, and higher
financial debt.  Furthermore, S&P expects a pronounced recovery
in organic revenues in 2017, following a significant decline in
2016.

S&P expects Linxens' consolidated revenues in 2017 will increase
to more than EUR550 million, from EUR320 million in 2015, after
the consolidation of SIT and, to a lesser extent, the Pretema
purchase in August 2016.  The acquisition of SIT will enable
Linxens to get a strong foothold in the contactless card market,
complementing its leading position in the contact and dual
interface card markets.  SIT is the global leader in contactless
connectivity solutions, manufacturing radio frequency
identification, procoils, inlays, and cards.  It serves the
government, and payment and transport end-markets.  Moreover,
Linxens will widen its customer base, reducing its dependence on
its top-10 customers by about 14 percentage points of revenues
and accessing new customers such as governments.  However, buying
SIT will dilute Linxens' S&P Global Ratings-adjusted margin by
about 10 percentage points, pro forma in 2016.

The acquisition and repayment of the RCF portion currently used
will be financed through an additional first-lien term loan of
EUR240 million due in 2022, and a EUR110 million shareholder
contribution, which S&P regards as debt -- in line with existing
shareholder financing -- despite certain equity characteristics,
including its maturity after the senior financing, the lack of
cash interest payments, and its structural subordination.
Despite the additional term-loan debt, S&P expects the SIT deal
will strengthen Linxens' free cash flow generation and interest
coverage ratios.

Linxens' business risk profile remains constrained by the
company's small, albeit increasing, size compared with its main
customers (smart card and semiconductor manufacturers), its lack
of meaningful product diversification because it operates in a
small portion of the overall smart card value chain, still very
high, albeit improving customer concentration, and its exposure
to medium- to long-term technology shifts, including the risk of
migration toward embedded handset SIMs.  In S&P's view, these
weaknesses are partly offset by Linxens' strong market position
as the world's No. 1 supplier of both contact and contactless
connectivity solutions for smart cards, good and resilient
profitability thanks to a mainly variable cost structure, and a
track record of steady efficiency gains in its production
process. Furthermore, S&P believes the industry benefits from
solid growth opportunities, mainly for banking cards, as well as
for government and transport cards, despite some volatility due
to sudden destocking in the supply chain from large customers (in
2012, Linxens' organic revenues declined by 9.4% and S&P expects
a similar decrease in 2016).

Linxens' financial risk profile remains primarily constrained by
debt-to-EBITDA and funds from operations (FFO)-to-debt ratios, as
adjusted by S&P Global Ratings, of 8x-9x and 5%-6%, respectively,
in 2017-2018.  This is partly offset by high cash conversion
resulting in solid free operating cash flow (FOCF) and solid
EBITDA cash interest coverage at or above 3x in the coming years.

The positive outlook reflects the possibility of an upgrade of
Linxens in the next 12 months, if it successfully integrates the
acquired SIT operations while returning to organic revenue and
EBITDA growth in 2017 after a temporary dip in 2016.

S&P could raise the ratings if organic revenues grow by at least
5% in 2017, combined with a stable adjusted EBITDA margin in line
with 2016 pro forma level, and if Linxens' credit metrics
strengthen, notably adjusted debt to EBITDA sustainably below 9x
(6x excluding shareholder loans), FOCF to debt at more than 6%
(8%-10% excluding shareholder loans), and EBITDA cash interest
coverage sustainably between 3.0x-3.5x.

S&P could revise the outlook to stable if Linxens' organic
revenues and EBITDA fell further in 2017 either on continued
volatile demand or integration issues, resulting in FOCF to debt
below 4% or EBITDA cash interest coverage of about 2.5x.


FINANCIERE TOP: Moody's Assigns B1 CFR, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 corporate
family rating and B1-PD probability of default rating to global
veterinary health company Financiere Top Mendel SAS.  The outlook
on the ratings is negative.

"The B1 rating of Ceva acknowledges the company's established
track record of profitable growth, favourable industry-dynamics
and strong liquidity profile" says Knut Slatten, a Moody's
analyst and lead analyst for Ceva.  "The negative outlooks
reflects essentially the company's highly leveraged capital
structure where leverage is expected to remain stretched for the
rating category over the next 24 months," adds Mr Slatten.
Concurrently, Moody's has assigned a B1 rating with a loss given
default assessment of LGD4 to the issuer's existing EUR668
million term loan facility and proposed EUR600 million add-on
tranche issued at FinanciƤre Mendel SAS and Ceva Sante Animale
SAS, wholly owned by FinanciƤre Top Mendel, and due in 2021.
Moody's has also assigned B1 ratings to the company's EUR50
million revolving credit facility (RCF) and the EUR100 million
capex/acquisition facility (both due 2020). T he outlook on the
ratings is negative.

The proceeds of the incremental term loan issuance will be used
to (1) acquire a portfolio of assets from a competitor, (2)
acquire two local players in Brazil, (3) partially repay its
outstanding payment in kind (PIK) loans issued at a holding
company level outside of the restricted group, and (4) pay fees
and expenses incurred in connection with the proposed
transactions.

                         RATINGS RATIONALE

The B1 CFR assigned to Ceva reflects (1) an established track
record of profitable growth and de-leveraging in the past; (2)
very favourable industry-dynamics -- notably in emerging
markets -- allowing Ceva to continue on its trajectory of future
growth; (3) a solid competitive positioning in certain niche
segments; (4) a strong liquidity profile; and (5) a limited
degree of concentration both in terms of products as well as
clients with the company's top 10 products representing around
29% of revenues.

The rating is nevertheless constrained by (1) a highly leveraged
capital structure with estimated leverage -- defined as Moody's
adjusted (gross) debt/EBITDA -- likely to remain above 5.5x over
the next 18 months; (2) its overall modest size in a
consolidating industry where the largest players benefit from
greater economies of scale; and (3) a certain degree of event
risk because of its acquisitive nature.

                          LIQUIDITY

Ceva's good liquidity profile is underpinned by a cash balance
expected to reach c. EUR200 million at closing of the
transaction. Further liquidity cushion is provided by access to
the EUR50 million revolving credit facility and EUR100 million
capex/acquisition facilities -- both of which undrawn at closing.
Given the high cash balance of the company, the RCF is expected
to remain undrawn in the foreseeable future.

                     STRUCTURAL CONSIDERATIONS

The B1 ratings -- in line with the CFR -- assigned to the loan
facilities reflect their positioning in the waterfall as governed
by an intercreditor-agreement.  Moody's notes the term loans, RCF
and capex/acquisition facilities are bound by loss-sharing
provisions which remove structural subordination in the
structure. The loan facilities will not benefit from upstream
guarantees from the operating entities and Moody's notes the
security package essentially consists of share pledges.

Ceva's RCF contains one maintenance covenant, which is only to be
tested if the RCF is drawn at 30% or more and Moody's notes that
an eventual non-compliance with the covenant would not trigger
immediately an event of default for the term loans.  In light of
the covenant-lite structure, Moody's has decided to apply a 50%
recovery rate.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the company's high leverage with a
Moody's adjusted gross debt/EBITDA expected to remain above 5.5x
for an extended period of time after closing of the transaction.
Ceva is expected to remain at the upper-end of the triggers set
for its rating-category for at least 18 months, leaving limited
room for deviations in operating performance.  Moreover, the
negative outlook does not leave room for large debt financed
acquisitions and Moody's would expect Ceva to deleverage from an
expected high point at closing of the transaction.

The rating agency's tolerance for a higher leverage post
acquisition for at least 18 months is supported by Ceva's solid
operational track record and positive dynamics in the industry as
well as a substantially lower net leverage underpinned by the
company's solid cash balances.

                WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could consider stabilizing the rating should Ceva
continue to demonstrate a track record of solid profitable
organic growth allowing for its leverage ratio to move towards
5.5x.  Positive pressure on the rating could develop should Ceva
succeed in deleveraging such that its debt/EBITDA ratio declines
materially below 5.0x and there is evidence of a strong
commitment to maintain leverage at this lower level on a
sustainable basis together with continued robust positive free
cash flow generation.

Conversely, negative pressure could develop if the company's
Moody's adjusted gross leverage stays above 5.5x on a sustainable
basis or if the company embarks upon a large debt financed
acquisition.  A weakening in the company's liquidity profile
could also exert downward pressure on the ratings.

                       PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Global
Manufacturing Companies" published in July 2014.

Ceva is an independent player in the animal health industry
focusing on research, development, production and marketing of
pharmaceutical products and vaccines for companion animal,
poultry, ruminant and swine.  Headquartered in France, the
company has offices in 44 countries, operates in more than 110
countries and employs more than 4,000 employees worldwide.  Ceva
is majority-owned by management whilst a consortium of sector-
investors (bioMerieux, Sofiproteol) and private equity firms
(Euromezzanine, Sagard, CDH Investments, and Temasek) have a
minority-stake in the company.  In 2015, Ceva recorded revenues
of EUR856 million and reported EBITDA of EUR150 million.  Ceva
claims the third position in the global poultry vaccines market
and intends to become the leader by 2020.


FINANCIERE TOP: S&P Assigns 'B+' CCR & Rates EUR1.268BB Loan 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term corporate credit
rating to French animal health company, Financiere Top Mendel
SAS, whose sole and core operating asset is Ceva Sante Animale.
The outlook is stable.

S&P also assigned its 'B+' rating to the company's EUR1.268
billion senior secured term loan B (made up of an existing loan
of EUR668 million and a proposed loan of EUR600 million).  The
recovery rating on this loan is '3', reflecting S&P's expectation
of recovery in the lower half of the 50%-70% range in the event
of a payment default.

Ceva Sante Animale is a leading independent animal health
medicine and vaccine company with strong global positions in the
poultry biological segments.  The group is in the process of
acquiring a franchise from Merial primarily for swine vaccine
outside the U.S., which would confirm Ceva Sante Animale's No. 6
position in this segment worldwide.  At the same time, Ceva Sante
Animale is acquiring strategic assets in Brazil that will offer
access to cattle biology and vaccination expertise for ruminants.

S&P's satisfactory business risk profile assessment reflects Ceva
Sante Animale's leading market positions in the research and
development (R&D)-driven vaccine segment for animals, its strong
diversity, with a solid presence in poultry, companion animals,
swine, and ruminants, as well as a well-diversified earnings
base, which includes both mature and emerging markets.  More than
50% of group sales are generated outside Europe, and S&P believes
its increasing exposure to emerging markets should continue to
fuel sales growth.  The group's global manufacturing footprint
and enhanced supply chain capacity are key assets that enable the
group to successfully manage its exposure to small local markets.
S&P also believes that Ceva Sante Animale's dedicated sales force
helps to build brand loyalty and capture market shares.

"Our assessment of Ceva Sante Animale's financial risk profile
reflects high debt, including the EUR1.268 billion senior term
loan B, about EUR80 million of additional financial liabilities,
deeply subordinated debt expected at about EUR430 million at
year-end 2016 (including payment-in-kind [PIK] debt and
shareholder loans), and our adjustment for convertible bonds that
we consider as additional shareholder loan instruments (expected
to be about EUR380 million at year-end 2016).  We forecast
adjusted debt to EBITDA above 9.5x in 2016 pro forma the proposed
acquisition and issuance, including the abovementioned
instruments.  However, this ratio would be significantly lower --
close to 5.7x -- if we took into consideration only the senior
debt that bears cash interest.  The upsized term loan of EUR1.268
billion and additional bilateral lines will lead to approximately
EUR65 million of interest payments per year.  Consequently, the
group will benefit in the next three years from solid funds from
operations (FFO) cash interest coverage above 3.0x," S&P said.

"The stable outlook reflects our view that Ceva Sante Animale
will continue to deliver profitable growth in the resilient
animal health sector and will successfully integrate its
acquisitions, bringing additional scale and portfolio balance.
We also expect Ceva Sante Animale to continue delivering on its
R&D pipeline while improving its EBITDA margins in the 20%-25%
range in the coming years through a constant focus on strategic
branded products.  The stable outlook also reflects our view that
Ceva Sante Animale will strengthen its free cash flow from 2018
when investments will return to a more moderate pace.  Finally,
we expect the group will maintain adjusted FFO cash interest
coverage in excess of 2.5x," S&P noted.

S&P could lower the rating if Ceva Sante Animale faced severe
operating setbacks or integration issues that could substantially
erode its profitability.  S&P would also view negatively a marked
pause in market share gains and the failure to expand and balance
its core geographic exposures.  Also, sizable debt-financed
acquisitions or unexpected returns to shareholders could weigh
negatively on the rating, especially if adjusted FFO cash
interest coverage decreased below 2.5x.

Given Ceva Sante Animale's high level of debt to EBITDA, S&P
views an upgrade as unlikely in the short term.  Still, S&P could
envisage a positive rating action if the group generated robust
free cash flow on a sustainable basis, combined with FFO cash
interest coverage above 4.0x.  S&P would also view favorably a
situation where the group's debt to EBITDA decreased sustainably
to close to 5x on a fully adjusted basis.  However, S&P considers
this scenario as unlikely because a large part of the group's
debt carries capitalized interests.


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


IRISH BANK: Liquidators to Make EUR275MM Payout to State
--------------------------------------------------------
Joe Brennan at The Irish Times reports that the liquidators of
Irish Bank Resolution Corporation (IBRC) are set to issue an
initial payment to unsecured creditors within a fortnight,
including a check of about EUR275 million for the State.

However, a group of junior bondholders in the bank, who refused
to share in the group's losses during the crisis, face waiting at
least two years before they discover how much of the EUR285
million they are owned will be repaid, The Irish Times discloses.

The liquidators, Kieran Wallace and Eamonn Richardson of KPMG,
said in a progress update report in May that they expected
unsecured creditors ultimately to receive between 75% and 100% of
their claims, The Irish Times relates.

According to The Irish Times, the Government's claim stands at
EUR1.1 billion as a result of money it paid to depositors under
State guarantee when IBRC, formerly Anglo Irish Bank and Irish
Nationwide, was put into wind-up in February 2013.

However, the junior bondholders stand at the back of the queue
and are unlikely to receive anything before a legal battle
between the family of businessman Sean Quinn and IBRC is heard,
in 2018 at the earliest, The Irish Times says.  The Quinns claim
that the lender, then known as Anglo Irish Bank, lent them
billions of euro illegally in 2008 to shore up their investment
in the bank, The Irish Times discloses.

A victory for the Quinns would see them join the list of
unsecured creditors, The Irish Times notes.  All told, at the
time of IBRC's liquidation, the group owed about EUR5 billion to
unsecured creditors. However, almost EUR3 billion of this was
made of intergroup borrowings between various units, The Irish
Times recounts.

The liquidators were sitting on EUR2.2 billion of net cash as of
February after selling off most of the group's loan book, The
Irish Times states.

The payment expected to be made in the next two weeks will
represent 25% of admitted unsecured creditors, excluding the
junior bondholders, The Irish Times says.

                  About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion).  About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.


IRISH TV: Halts Operations Following Interim Examinership
---------------------------------------------------------
John Mulgrew at Belfast Telegraph reports that Irish TV has ended
its operations in Co Tyrone, after the parent company entered
interim examinership earlier this month.

It's understood staff were told on Nov. 18 that the office in Co
Tyrone was shutting and their jobs would be lost, Belfast
Telegraph relates.

A meeting of creditors is due to be held at the offices of Grant
Thornton in Belfast later this month, Belfast Telegraph
discloses.

The broadcaster, which was launched in 2014, has been struggling
and John Griffin, the millionaire backer of Irish TV, quit as a
director last month, Belfast Telegraph relays.

The firm's operation in Co Mayo obtained High Court protection
earlier this month after an unexpected funding shortfall and
liabilities over assets of EUR8.7 million (GBP7.42 million),
Belfast Telegraph recounts.

According to Belfast Telegraph, an independent report suggested
the closure of the offices -- including Co Tyrone -- along with
the implementation of a redundancy program for certain employees,
and reduced travel costs and expenses across all departments,
could help assist in ensuring the station's survival.

Irish TV (NI) Limited was based at the Torrent Complex at
Hillview Avenue in Donaghmore.  Irish TV operates from Westport
Industrial Park in Co Mayo and broadcasts a 24-hour channel on
Sky, Eir and free-to-air services as well as an online video on
demand service.  It also has offices in New York, London, Dublin
and Kerry.


RUSH CREDIT: High Court Appoints Liquidators Following Probe
------------------------------------------------------------
RTE reports that the High Court has appointed liquidators to Rush
Credit Union following an application by the Central Bank on foot
of investigations into the organization, which had revealed
significant misappropriation of funds.

The Resolution Report as well as an affidavit by the Central
Bank's Head of Resolution for Credit Institutions Patrick
Casey -- published in redacted form by the Central Bank -- detail
a number of governance, financial and internal control failures
identified in Rush, RTE relates.

The deficiencies uncovered cover control of bank and cash,
lending practices, as well as the day-to-day running of the
credit union, RTE discloses.

Rush's August management accounts show liabilities exceeded total
assets by EUR1.2 million, with alleged misappropriation of
EUR800,000 bringing this figure to EUR2 million, RTE relays.

Provisional liquidators had been previously appointed to Rush
Credit Union on Nov. 2, RTE recounts.

Since the appointment of the provisional liquidators, the Central
Bank has issued compensation payments through the Deposit
Guarantee Scheme to around 9,700 members of Rush, RTE notes.

According to RTE, the total compensation paid to date amounts to
EUR22.3 million, representing 98% of deposits covered by the
Scheme.


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


ENTE AUTONOMO: April 5 Auction Set for Unit's Stake Transfer
------------------------------------------------------------
Ente Autonomo Magazzini Generali di Verona, with its registered
office in 37137 - Verona, via Sommacampagna No. 28, Tax ID and
VAT No. 00215230236, has called a public auction for the transfer
of all the shares of the subsidiary Immobiliare Magazzini s.r.l.
located within the freight terminal "Quadrante Europa" of Verona.

The overall minimum auction amount is equal to EUR20,700,000.00,
in accordance with the expert valuation.  The procedure will be
implemented through a public auction utilizing secret bidding, in
accordance with Article 73, paragraph one, letter c) and Article
76 of RD (Royal Decree) No. 827/1924; the awarding will be
implemented in favour of the party which offers a price that is
equal to or greater than than the minimum auction price.

The deadline for sending bids is March 31, 2017.  Legal
persons/entities which have completed the mandatory inspection of
real estate properties owned by Immobiliare Magazzini S.r.l. will
be authorized to participate in the auction. The inspection must
be filed with January 31, 2017.

The auction will take place on April 5, 2017, at 10:30 a.m.
within the offices of Notary Giovanni Calvelli in Verona.  Any
additional information and the complete documentation are
available within the website www.immobiliaremagazzini.it

The Liquidator is Mr. Giuseppe Capra and the Procedure Manager is
Mr. Giuseppangelo Lopez.


ICCREA BANCA: S&P Affirms 'BB/B' Counterparty Credit Ratings
------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB/B' long- and
short-term counterparty credit ratings on Italian bank Iccrea
Banca SpA and its core subsidiary Iccrea BancaImpresa SpA.  The
outlook is stable.

The ratings on Iccrea continue to reflect S&P's view that it is
core to the Banche di Credito Cooperativo (BCC) network, Italy's
large network of small cooperative banks.  S&P aligns its ratings
on Iccrea with the group credit profile (GCP) for the BCC network
(S&P's opinion of a group's creditworthiness as if it were a
single legal entity), which is 'bb'.

The BCC's GCP benefits from S&P's view of the network's business
stability and strong retail customer base in Italy, where it has
a deposit market share of around 8.5%.  It also reflects its
stable and large retail funding base and limited exposure to
short-term wholesale funding.  However, weak asset quality
constrains the network's creditworthiness and modest
profitability limits organic capital generation.

S&P estimates that the BCC network's risk-adjusted capital ratio
(RAC) will drop slightly in 2017 from 6.4% reported at year-end
2015, while remaining above 6%.  S&P's RAC forecast reflects its
view that the network's operating profitability will likely be
constrained by subdued credit volumes (the loan book should
decrease by 1.5% in the next two years), declining net interest
margin, a lower contribution from the securities portfolio, and a
still-growing cost base that should drive the efficiency ratio
above 70% in 2017.  Moreover, S&P expects that the BCC network's
credit losses will remain higher than the system average (at
about 140 basis points on average in 2016 and 2017) and continue
to absorb a large part of the BCC network's profitability.

In S&P's view, the BCC network's asset quality will continue to
underperform the domestic sector in the next 12 months.  S&P
anticipates that the BCC will reduce its nonperforming loan ratio
(20% as of June 2016) only from next year and only gradually
lower its concentration in real estate (currently 20% of total
loans versus around 14% for the sector).  Additionally, S&P
considers that the risk culture and the tools to measure and
monitor risks are often unsophisticated at the level of
individual BCC banks and in the context of still relatively high
credit risk in the Italian market.

"Finally, our assessment does not include the impact of the
government's reform of the cooperative banking network, since it
is still to be implemented.  This reform involves the creation of
a common structure for the network that provides stronger support
to bank members.  Although the regulatory framework was approved
at the beginning of November 2016, the cooperative system has up
to 18 months to set up one or more cooperative groups in line
with the reform guidelines.  In our base case, we assume that the
vast majority of the BCCs, if not all of them, will participate
in a single group and the strength of the system will not be
diluted should some entities decide to set up a separate network
structure," S&P said.

While S&P continues to consider the reform a positive step toward
establishing a more cohesive and resilient BCC system, S&P will
need to assess and monitor in particular the effectiveness of the
joint and several guarantee and overall risk sharing among
group's participants, in addition to the ability of the holding
entity to coordinate BCC members' operations, implement group
strategy, and reap the benefits of cost synergies.

The stable outlook on Iccrea Banca reflects S&P's view that the
BCC network should be able to maintain high liquidity levels,
limited reliance on wholesale funding, and a solid market
position in the next 12 months.  S&P also considers that the
group will remain cohesive and committed to support Iccrea.
Moreover, S&P expects that -- on the back of the recently
approved cooperative banking sector reform -- no meaningful
division of the BCC system will materialize and undermine the
group's creditworthiness.

An upgrade could follow an improvement in Italy's economic and
operating environment in conjunction with a strengthening of the
BCC network's financial profile.  This could happen if S&P
anticipated that the RAC ratio will increase comfortably above
7%. In addition, as a result of the sector reform, S&P would also
need to observe a significant tightening of the relationship
between individual banks, with an effective joint-several
guarantee among members; higher cost and revenue synergies; and a
leaner group structure and improved corporate governance,
enabling the bank to reap the benefit of operating as a single
group in the market.

S&P could lower the ratings on Iccrea if, against our current
expectations, the BCC network's capitalization were to decline
over the next 12 months to push its RAC ratio below 5.0% or if
its strong liquidity position deteriorated to a level more akin
to domestic peers'.


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


SOVCOMBANK: S&P Raises Counterparty Credit Ratings to 'B+'
----------------------------------------------------------
S&P Global Ratings said it has raised its foreign and local
currency long-term counterparty credit ratings on Russia-based
Sovcombank to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P affirmed the 'B' short-term rating.

S&P also raised the Russia national scale rating to 'ruA' from
'ruA-'.

The upgrade reflects that the bank's financial performance has
proved stronger than S&P previously expected amid weak economic
conditions in Russia, but also alongside Sovcombank's gradual
transformation into a universal bank with more-diversified
earnings sources.

Although gradually abating, pressures on the banking sector in
Russia remain elevated due to weak economic conditions.  This is
placing pressure on the 'bb-' anchor, which is S&P's starting
point in assigning an issuer credit rating to a bank operating
predominantly in Russia.  However, the bank has performed
stronger than 'B'-rated peers over the recent quarters, and its
more diversified business profile should further support strong
profitability.

The upgrade reflects S&P's view that management has achieved
notable success in diversifying away from a predominantly retail-
focused business; this model has proved unsustainable amid recent
economic turmoil in Russia and, in particular, the deterioration
in disposable incomes.  S&P notes that the bank grew its
corporate loan portfolio to Russian rubles (RUB) 121 billion --
or 65% of its total lending -- as of June 30, 2016, from RUB42
billion in December 2014 (32% of total lending).  Corporate
business lending includes providing loans to regional government
bodies and financing Russian blue chip companies.  The bank has
also developed a successful guarantee business for entities
participating in government tenders, and has become one of the
largest fixed income instrument arrangers in Russia.  As a
result, the bank reported strong financial results in 2016
despite the challenging macroeconomic environment.

S&P also notes that in the third quarter of 2015 the bank
participation in the financial rehabilitation of Express-Volga
Bank.  It received almost RUB50 billion of 10-year funding from
the Deposit Insurance Agency for that purpose.  The bank has a
strong track record of managing acquisitions and mergers,
including those of GE Money Bank and ICICI Bank, and S&P believes
this will help it implement the Express-Volga Bank merger without
undermining its core business.  S&P also expects the bank will
successfully handle its recent acquisitions of Metcombank and
Garanti Bank.  S&P will monitor this integration process from a
business, risk and IT systems perspective, and also how well the
bank develops a cohesive group strategy.

Sovcombank has shown stronger asset quality dynamics than those
of retail-lending-focused banks in Russia.  Credit costs have
steadily decreased, to 4.1% as of June 2016, after peaking at
11.6% in 2014.  S&P expects the bank will be able to continue
improving the quality of its loan book due to its well-developed
loan underwriting and risk management systems.

S&P anticipates the bank will retain net interest margins of
5.7%-6.0% in 2016-2017.

Under S&P's base case, it expects that the bank will be able to
continue reporting strong financial results in 2016-2017 and
therefore strengthen its capitalization levels.  However, S&P
notes that pressures on its capital base are high--stemming from
weak macroeconomic conditions and rapid changes to its business
model--and therefore S&P cannot exclude the possibility that the
bank will face challenges as it grows its business while
maintaining sustainably strong capitalization and a robust risk
profile.

The stable outlook reflects S&P's opinion that the bank should be
able to maintain its creditworthiness in the next 12-18 months,
including good portfolio quality indicators and strong
profitability, despite the deteriorated economic environment in
Russia.  S&P do not anticipate any negative developments stemming
from recent acquisitions.

S&P could consider a negative rating action if, contrary to its
current expectation, S&P observes that the portfolio quality of
the bank has substantially deteriorated and the bank has to
create new provisions substantially above the sector average.  An
inability to manage the larger and now more complex banking
group, from a strategic or operational point of view, could
result in a negative rating action.

S&P do not currently view a positive rating action as likely
given the macroeconomic environment in Russia, especially for as
long as capital remains a ratings weakness.


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


ABENGOA SA: Wants Judge to Halt Suits by Rebel Creditors
--------------------------------------------------------
Tracy Rucinski at Reuters reports that Abengoa SA has asked a
U.S. bankruptcy court to enjoin legal action and future claims by
creditors who are unsatisfied with a high-stakes plan to
restructure US$10 billion of debt.

Abengoa, a Sevilla-based company with a global renewable energy
footprint, put its U.S. subsidiaries in Chapter 11 protection
this year and filed for Chapter 15 protection from creditors of
non-U.S. businesses while it thrashed out a refinancing deal to
avoid becoming Spain's largest-ever corporate failure, Reuters
relates.

Last month the vast majority of Abengoa's international creditors
signed on to its so-called master restructuring agreement, which
will give creditors equity in exchange for debt, Reuters
recounts.  The deal was approved by a Spanish court on Nov. 8,
Reuters relays.

According to Reuters, in a court filing, Abengoa asked U.S.
Bankruptcy Judge Kevin Carey to validate the refinancing deal in
the United States and to permanently prohibit U.S. creditors from
filing any lawsuits against the agreement.

"Such relief will ensure that the carefully negotiated master
restructuring agreement is successfully implemented without any
undue interference in the United States," Reuters quotes Abengoa
as saying in a filing with the U.S. Bankruptcy Court in Delaware.

Abengoa also asked the U.S. court to exempt it from having to
register shares that will be issued under its restructuring deal
with the U.S. Securities and Exchange Commission, Reuters
discloses.

Judge Carey is overseeing Abengoa's Chapter 15 case as well as
the bankruptcy of its main U.S. unit, Abeinsa Holding Inc.,
Reuters states.

Last week, Judge Carey denied a request for an independent fraud
investigation of Abengoa by some of Abeinsa's creditors, who have
said in court filings that the parent drained its foreign
businesses of cash and assets, leaving them bankrupt, Reuters
recounts.

                       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.


AYT DEUDA: Fitch Affirms 'Csf' Rating on Class C Notes
------------------------------------------------------
Fitch Ratings has affirmed AyT Deuda Subordinada 1, FTA, as
follows:

   -- Class A (ES0312284005): affirmed at 'CCCsf'

   -- Class B (ES0312284013): affirmed at 'CCsf'

   -- Class C (ES0312284021): affirmed at 'Csf'

The transaction is a securitisation that originally consisted of
a portfolio of 10-year bullet subordinated bonds, originated by
nine Spanish banks. The portfolio currently only consists of 97
million equity shares of Banco Mare Nostrum (BMN, BB/Stable/B)
for an unknown euro value, considering the amortisation of
EUR123m subordinated debt of four participating banks that took
place on the scheduled maturity date of November 17, 2016, and
BMN's debt for equity exchange that took place in June 2013 as a
consequence of the default on the subordinated debt originally
issued by entities that later merged into BMN.

KEY RATING DRIVERS

Amortisation Depends on Equity Sale

The sale of BMN shares would be facilitated by a potential merger
or sale of BMN, as this would provide price visibility for the
shares. In turn, the sale of the shares would potentially avoid
the default of the securitisation notes at the legal final
maturity date in November 2019, if the sale proceeds are greater
than the outstanding notes balance of EUR21m, EUR62m and EUR23m
for the class A, B and C notes, respectively, inclusive of unpaid
interest.

Fitch views a merger by absorption of BMN by another Spanish bank
or a subsequent share disposal as a resolution alternative that
could be formalised before the transaction's legal final maturity
date. The Kingdom of Spain, through the FROB, is the largest
shareholder of BMN to date, with 65% equity participation. Fitch
does not assign a Recovery Estimate to the notes given their high
dependence on the value of the equity shares, which is not
exposed to credit but market risk.

Uncertain Repayment by Legal Maturity Date

"Fitch maintains the notes' ratings as we concluded that the
potential value of the equity shares is commensurate with the
notes' ratings, in accordance with the methodology described in
Rating Closed-End and Market Value Structures," Fitch said. The
agency understands that the disposal of the fund equity stake
should take place, even if the merger or FROB disposal occurs,
through an auction prior to final legal maturity by November
2019. The repayment of the notes is uncertain as it depends on
the effective disposal of the shares at a price equal or greater
than the outstanding note amount.

As of 17 November 2016, EUR21m of class A notes remain
outstanding (9.8% of the initial amount), while the class B and C
notes remain at their initial amount. This is because on that
date all the remaining subordinated bonds amortised and all notes
became due. These were EUR123m of subordinated bonds from
investment grade entities that were used to partially redeem the
class A notes.

Unpaid Interests

The notes' outstanding balance does not bear any interest from
the scheduled maturity date in November 2016, according to
transaction documentation. Interest due on the class B and C
notes has been deferred since August 2013 due to the default of
more than 28.5% of the assets, and therefore cumulative unpaid
interest stands at EUR1m and EUR0.6m for the class B and C notes,
respectively.

RATING SENSITIVITIES

A potential sale of BMN shares resulting in recovery proceeds
could lead to a payment in full of the class A notes and
depending on the price, the subordinated classes. On the other
hand, the failure to materialise the share disposal by final
legal maturity would lead to a default of the notes.

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

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

DATA ADEQUACY

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

The majority of the underlying assets had ratings or credit
opinions from Fitch and/or other Nationally Recognized
Statistical Rating Organizations 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.

   -- Investors reports provided by Haya Titulizacion S.G.F.T,
      S.A. as at 26 May 2016.

   -- Relevant facts communicated by Haya Titulizacion on 11
      November 2016


CAIXABANK PYMES 8: Moody's Rates EUR292.5MM Notes (P)Caa2
---------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to the debts to be issued by Caixabank Pymes 8, Fondo De
Titulizacion (the Fondo):

  EUR1,957.5 mil. Series A Notes due January 2054, Assigned
   (P)A1 (sf)
  EUR292.5 mil. Series B Notes due January 2054, Assigned
   (P)Caa2 (sf)

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

Caixabank Pymes 8, Fondo De Titulizacion is a securitization of
loans and draw-downs under mortgage lines of credit granted by
CaixaBank, S.A. (CaixaBank, Long Term Deposit Rating: Baa2 Not on
Watch /Short Term Deposit Rating: P-2 Not on Watch) to small and
medium-sized enterprises (SMEs) and self-employed individuals.

At closing, the Fondo - a newly formed limited-liability entity
incorporated under the laws of Spain - will issue two series of
rated notes.  CaixaBank will act as servicer of the loans and
lines of credit for the Fondo, while GestiCaixa S.G.F.T., S.A
will be the management company (Gestora) of the Fondo.

                         RATINGS RATIONALE

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

The ratings address the expected loss posed to investors by the
legal final maturity of the notes.  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal with respect to the Notes by the legal final
maturity.  Moody's ratings address only the credit risk
associated with the transaction.  Other non-credit risks have not
been addressed but may have a significant effect on yield to
investors.

Portfolio characteristics and key collateral assumptions:
As of October 2016, the audited provisional asset pool of
underlying assets was composed of a portfolio of 31,414 contracts
(with around 10.4% of the total pool amount being draw-downs from
lines of credit) granted to SMEs and self-employed individuals
located in Spain.  The assets were originated mainly between 2015
and 2016 and have a weighted average seasoning of 2.3 years and a
weighted average remaining term of 8.0 years.  Around 34.5% of
the portfolio is secured by first-lien mortgage guarantees over
different types of properties.  Geographically, the pool is
concentrated mostly in Catalonia (31.2%) and Madrid (14.2%).  At
closing, assets in arrears between 30 and 90 days will be limited
to up to 1% and assets in arrears for more than 90 days will be
excluded from the final pool.

In Moody's view, the credit positive features of this deal
include, among others: (i) performance of CaixaBank originated
transactions has been better than the average observed in the
Spanish market; (ii) granular and diversified pool across
industry sectors; and (iii) refinanced and restructured assets
have been excluded from the pool.  The transaction also shows a
number of challenging features, including: (i) exposure to the
construction and building sector at around 19.5% of the pool
volume, which includes a 9.25% exposure to real estate
developers, in terms of Moody's industry classification; (ii)
strong linkage to CaixaBank as it holds several roles in the
transaction (originator, servicer and accounts bank); and (iii)
no interest rate hedge mechanism in place.  These characteristics
were reflected in Moody's analysis and provisional ratings, where
several simulations tested the available credit enhancement and
4.1% reserve fund to cover potential shortfalls in interest or
principal envisioned in the transaction structure.

In its quantitative assessment, Moody's assumed an inverse normal
default distribution for this securitised portfolio due to its
level of granularity.  Moody's assumed the cumulative default
rate of the portfolio to be equal to 11.1% with a coefficient of
variation of 49.5%.  The rating agency has assumed stochastic
recoveries with a mean recovery rate of 50% and a standard
deviation of 20%.  The base case mean loss rate and the CoV
assumption correspond to a portfolio credit enhancement of 19%.

Factors that would lead to an upgrade or downgrade of the
ratings:
Factors or circumstances that could lead to a downgrade of the
ratings affected by today's action would be (1) worse-than-
expected performance of the underlying collateral; (2) an
increase in counterparty risk, such as a downgrade of the rating
of CaixaBank; and (3) an increase in Spain's country risk.

Factors or circumstances that could lead to an upgrade of the
ratings affected by today's action would be (1) the better-than-
expected performance of the underlying assets; (2) a decline in
counterparty risk; and (3) a decline in Spain's country risk.

Loss and Cash Flow Analysis:

In rating this transaction, Moody's used ABSROM to model the cash
flows and determine the loss for each tranche.  The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the Inverse Normal distribution
assumed for the portfolio default rate.  On the recovery side
Moody's assumes a stochastic (normal) recovery distribution which
is correlated to the default distribution.  In each default
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders.  Therefore,
the expected loss or EL for each tranche is the sum product of
(i) the probability of occurrence of each default scenario; and
(ii) the loss derived from the cash flow model in each default
scenario for each tranche.  As such, Moody's analysis encompasses
the assessment of stress scenarios.

Stress Scenarios:

Moody's also tested other set of assumptions under its Parameter
Sensitivities analysis.  For instance, if the assumed default
probability of 11.1% used in determining the initial rating was
changed to 14.4% and the recovery rate of 50% was changed to 40%,
the model-indicated rating for Series A and Series B of A1(sf)
and Caa2(sf) would be Baa2(sf) and Ca(sf) respectively.  For more
details, please refer to the full Parameter Sensitivity analysis
included in the Pre-Sale Report of this transaction.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating SME Balance Sheet Securitizations"
published in October 2015.


EDT FTPYME: S&P Raises Rating on Class C Notes to 'B- (sf)'
-----------------------------------------------------------
S&P Global Ratings raised to 'B- (sf)' from 'CCC- (sf)' its
credit rating on EDT FTPYME PASTOR 3, Fondo De Titulizacion De
Activos' class C notes.

The upgrade follows S&P's assessment of the transaction's
performance using the available servicer reports, as well as the
application of S&P's criteria for European collateralized loan
obligations (CLOs) backed by small and midsize enterprises (SMEs)
and other relevant criteria.

                          CREDIT ANALYSIS

"Based on our review of the current pool and since our previous
review in March 2016, the pool has experienced stable performance
as recoveries on previously defaulted assets have exceeded new
defaults, such that current defaults have fallen by EUR719,000
and the reserve fund has been replenished by this amount.  While
the reserve fund is still well below its required amount of
EUR16.4 million, the current balance of EUR1.5 million provides
nearly double the amount of credit enhancement that was available
at our previous review when the balance was EUR747,000," S&P
said.

The underlying pool is highly seasoned with a pool factor (the
percentage of the pool's outstanding aggregate principal balance
compared with the closing date) of about 2%.  According to the
servicer reports, the cumulative defaults account for 4.63% of
the closing pool balance (unchanged from our March 2016 review).

The current reserve fund available is equal to 15.8% of the class
C notes' current balance, up from 5.7% at S&P's previous review.
The combination of the amortization of the class C notes and the
replenishment of the reserve fund have contributed to this large
increase.

S&P has applied its European SME CLO criteria to determine the
scenario default rates (SDRs) for this transaction.  The SDR is
the minimum level of portfolio defaults we expect each CLO
tranche to be able to support the specific rating level using
Standard & Poor's CDO Evaluator.

In accordance with S&P's previous review, and with no additional
information received since then, S&P categorizes the originator
as moderate (based on tables 1, 2, and 3 in S&P's criteria),
which factored in Spain's Banking Industry Country Risk
Assessment (BICRA) of 5 (as the country of origin for these SME
loans is Spain).  This resulted in a downward adjustment of one
notch to the 'b+' archetypical European SME average credit
quality assessment to determine loan-level rating inputs and
applying the 'AAA' targeted corporate portfolio default rates.
As a result, S&P's average credit quality assessment of the pool
is 'b'.

S&P further applied a portfolio selection adjustment of minus
three notches to the 'b' credit quality assessment, in accordance
with S&P's previous review and in the absence of any mitigating
data.  As a result, S&P's average credit quality assessment of
the pool to derive the portfolio's 'AAA' SDR was 'ccc'.  S&P
therefore assumed that each loan in the portfolio had a credit
quality that is equal to S&P's average credit quality assessment
of the portfolio.

S&P has assessed Spain's current market trends and developments,
macroeconomic factors, and the way these factors are likely to
affect the loan portfolio's creditworthiness to determine S&P's
'B' SDR.  Considering the performance of the transaction and the
default trends S&P has observed in the past eight to 10 quarters,
S&P reduced the 'B' SDR assumption it made at S&P's previous
review.

The SDRs for rating levels between 'B' and 'AAA' are interpolated
in accordance with S&P's European SME CLO criteria.

                      RECOVERY RATE ANALYSIS

At each liability rating level, S&P assumed a weighted-average
recovery rate (WARR) by considering the asset type
(secured/unsecured), its seniority (first lien/second lien), and
the country recovery grouping.  S&P also factored in the actual
recoveries from the historical defaulted assets, to derive its
recovery rate assumptions to be applied in S&P's cash flow
analysis.

                        COUNTERPARTY RISK

The transaction features an interest rate swap.  Cecabank S.A.
(BBB/Stable/A-2) is the swap counterparty.  S&P has reviewed the
swap counterparty's downgrade provisions under its current
counterparty criteria, and, in S&P's opinion, they do not fully
comply with its current counterparty criteria.  As S&P's long-
term rating on Cecabank is higher than S&P's rating on the class
C notes, S&P did not apply any additional stresses in its cash
flow analysis.

                        CASH FLOW ANALYSIS

S&P subjected the capital structure to various cash flow
scenarios, incorporating different default patterns, recovery
timings, and interest rate curves to generate the minimum break-
even default rate (BDR) for each rated tranche in the capital
structure.  The BDR is the maximum level of gross defaults that a
tranche can withstand and still fully repay the noteholders,
given the assets and structure's characteristics.  S&P then
compared these BDRs with the SDRs outlined above.

                        SUPPLEMENTAL TESTS

S&P's rating on the class C notes is constrained by the failure
of all applicable supplemental tests.

Following S&P's assessment of the transaction's performance and
the application of its relevant criteria, its cash flow results
indicate that the available credit enhancement for the class C
notes is commensurate with a higher rating than that currently
assigned.  S&P has therefore raised to 'B- (sf)' from 'CCC- (sf)'
its rating on the class C notes.

EDT FTPYME PASTOR 3 is a cash flow CLO transaction that
securitizes loans to SMEs.  The collateral pool comprises both
secured and unsecured loans.  The transaction closed in December
2005.


=============
U K R A I N E
=============


RAIFFEISEN LEASING: Moody's Withdraws Caa2 CFR & Issuer Ratings
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 long-term global
corporate family and issuer ratings of Raiffeisen Leasing Aval, a
universal leasing company based in Ukraine (Caa3 stable).

At the time of the withdrawal, the company's long-term ratings
carried a stable outlook.

Moody's has also withdrawn the company's B2.ua national scale
corporate family and issuer ratings.

                        RATINGS RATIONALE

Moody's has withdrawn the rating for its own business reasons.

Moody's National Scale Credit Ratings (NSRs) are intended as
relative measures of creditworthiness among debt issues and
issuers within a country, enabling market participants to better
differentiate relative risks.  NSRs differ from Moody's global
scale credit ratings in that they are not globally comparable
with the full universe of Moody's rated entities, but only with
NSRs for other rated debt issues and issuers within the same
country. NSRs are designated by a ".nn" country modifier
signifying the relevant country, as in ".za" for South Africa.
For further information on Moody's approach to national scale
credit ratings, please refer to Moody's Credit rating Methodology
published in May 2016 entitled "Mapping National Scale Ratings
from Global Scale Ratings".  While NSRs have no inherent absolute
meaning in terms of default risk or expected loss, a historical
probability of default consistent with a given NSR can be
inferred from the GSR to which it maps back at that particular
point in time. For information on the historical default rates
associated with different global scale rating categories over
different investment horizons, please see:

                      https://is.gd/P7cHkG


UKREXIMBANK: Fitch Raises LT Foreign Currency IDR to 'B-'
---------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Foreign Currency Issuer
Default Ratings (IDRs) of seven Ukrainian banks to 'B-' from
'CCC'. The Outlooks on six of the banks' Long-Term IDRs are
Stable, the Outlook on PJSCCB Pravex-Bank (Pravex) is Negative.

The banks are JSC The State Export-Import Bank of Ukraine
(Ukreximbank), JSC State Savings Bank of Ukraine (Oschadbank),
PJSC Alfa-Bank (ABU), Ukrsotsbank (Ukrsots), ProCredit Bank
(Ukraine) (PCBU), PJSC Credit Agricole Bank (CAB) and Pravex.

The banks' Viability Ratings and Ukreximbank's subordinated debt
rating are not affected.

The rating actions follow Fitch's upgrade of Ukraine's Long-Term
Foreign and Local Currency IDRs to 'B-' from 'CCC' with Stable
Outlooks and the revision of Ukraine's Country Ceiling to 'B-'
from 'CCC'.

KEY RATING DRIVERS

IDRS, NATIONAL RATINGS, SENIOR DEBT, SUPPORT RATINGS AND SUPPORT
RATING FLOORS

The revision of the Support Rating Floors (SRFs) to 'B-' from 'No
Floor' and upgrades of state-owned Ukreximbank and Oschadbank
reflect Fitch's view that the Ukrainian authorities' ability to
provide support to the banks, in case of need, has somewhat
improved. However, it remains limited, in particular in foreign
currency, as indicated by the sovereign's 'B-' Long-Term Foreign
Currency IDR. The propensity to provide support to these two
banks remains high, in Fitch's view, particularly in local
currency. This view takes into account the banks' 100%-state
ownership, policy roles, high systemic importance, and the track
record of capital support for the banks under different
governments.

The upgrades of the Long-Term Foreign Currency IDRs of the five
foreign-owned banks - ABU, Ukrsots, PCBU, Pravex and CAB -
follows the revision of Ukraine's Country Ceiling to 'B-' from
'CCC'. The Country Ceiling captures transfer and convertibility
risks and limits the extent to which support from the majority
foreign shareholders of these banks can be factored into the
ratings. The limited capital and currency controls introduced in
Ukraine in 1H14 have since been gradually eased. The Stable
Outlooks on the banks' Long-Term Foreign Currency IDRs (with the
exception of Pravex) are in line with that on the Ukraine
sovereign.

The upgrades of the Long-Term Local Currency IDRs of PCBU, Pravex
and CAB to 'B' from 'B-', i.e. one notch above the 'B-' sovereign
rating, reflects the strength of the expected shareholder support
for these entities. The Long-Term Local Currency IDRs also take
into account Ukrainian country risks and, in particular, the risk
of extreme scenarios where the banks' ability to service their
local currency obligations could be constrained by regulatory
action. The upgrades of these ratings reflect our view that these
risks have now decreased.

The affirmation of ABU's and Ukrsots' Long-Term Local Currency
IDRs and ABU's senior debt ratings at 'B-' reflects Fitch's view
of potential support both banks' may receive from other assets
controlled by their main shareholders, including their sister
bank, Russia-based OJSC Alfa-Bank (AB; BB+/Negative). The
probability of support is limited, in Fitch's view, due to the
banks' indirect relationship with other Alfa Group assets and the
mixed track record of support (for ABU) from the shareholders.

The Negative Outlooks on Pravex and the downgrade of its National
Rating to 'AA+(ukr)' from 'AAA(ukr)' reflect the likelihood of
the bank's ultimate sale and hence the probable reduction in
potential shareholder support. Pravex is currently fully owned by
Intesa Sanpaolo S.p.A. (Intesa, BBB+/Negative). The bank has been
up for sale since early 2014, although with little apparent
progress so far with its disposal and the absence of any named
potential buyer.

The affirmation of PCBU and CAB's National Ratings reflects
Fitch's view that they remain among the strongest entities in
Ukraine. The upgrade of Ukreximbank's and Oschadbank's National
Ratings to 'AA(ukr)' from 'AA-(ukr)' and the downgrade of ABU's
and Ukrsots' National Ratings to 'AA(ukr)' from 'AA+(ukr)'
reflects a recalibration of the National Rating scale following
the upgrade of the Ukrainian sovereign.

ABU and Ukrsots are both ultimately owned by ABH Holdings S.A.
(ABHH), which is part of Alfa Group's financial business and is
the owner of several other banking subsidiaries, mostly in CIS.
In October 2016, Ukrsots' former owner, UniCredit S.p.A.
(UniCredit, BBB+/Negative), transferred its 99.9% share in
Ukrsots to ABHH in exchange for 9.9% of ABHH's shares.

PCBU is controlled (94% of voting stock) by Germany's ProCredit
Holding AG & Co. KGaA. (BBB/Stable). CAB is fully owned by Credit
Agricole S.A. (A/Positive).

RATING SENSITIVITIES

IDRS, NATIONAL RATINGS, SENIOR DEBT, SUPPORT RATING AND SUPPORT
RATING FLOORS

The IDRs and senior debt ratings of all seven banks and the SRFs
of Ukreximbank and Oschadbank are highly correlated with the
sovereign's credit profile. The ratings could be downgraded and
SRFs revised downwards in case of a sovereign downgrade. The
banks' IDRs and debt ratings could also be downgraded in case of
restrictions being imposed on their ability to service their
obligations (not currently expected by Fitch).

A significant weakening of the ability and/or propensity of
shareholders to provide support (not the base case scenario for
Fitch) could also result in downgrades.

A further sovereign upgrade would likely result in an upgrade of
the ratings of CAB and PCBU. A sovereign upgrade could also
result in an upgrade of Pravex (if the sale of the bank appears
remote at that time) and of Ukreximbank and Oschadbank (if Fitch
takes the view that the sovereign's ability to provide support to
the banks in foreign currency has also materially improved).

"If the sale of Pravex goes ahead, we will review the bank's
ratings, taking into account an assessment of the ability and
propensity of the new shareholder to provide assistance." Fitch
said. If the sale does not go through or is further significantly
delayed, the bank's IDRs will remain sensitive to the factors
above.

The rating actions are as follows:

   Ukreximbank:

   -- Long-Term Foreign Currency and Local Currency IDRs:
      upgraded to 'B-' from 'CCC', Outlook Stable

   -- Senior unsecured debt of Biz Finance PLC: upgraded to 'B-'
      from 'CCC', Recovery Rating affirmed at 'RR4'

   -- Subordinated debt of Biz Finance PLC: 'C'/Recovery Rating
      'RR5', unaffected

   -- Short-Term Foreign Currency IDR: upgraded to 'B' from 'C'

   -- Support Rating: affirmed at '5'

   -- Support Rating Floor: revised to 'B-' from 'No Floor'

   -- Viability Rating: 'ccc', unaffected

   -- National Long-Term rating: upgraded to 'AA(ukr)' from 'AA-
      (ukr)'; Outlook Stable

   Oschadbank:

   -- Long-Term Foreign Currency and Local Currency IDRs:
      upgraded to 'B-' from 'CCC', Outlook Stable

   -- Senior unsecured debt of SSB No.1 PLC: upgraded to 'B-'
      from 'CCC', Recovery Rating affirmed at 'RR4'

   -- Short-Term Foreign Currency IDR: upgraded to 'B' from 'C'

   -- Support Rating: affirmed at '5'

   -- Support Rating Floor: revised to 'B-' from 'No Floor'

   -- Viability Rating: 'ccc', unaffected

   -- National Long-Term rating: upgraded to 'AA(ukr)' from 'AA-
      (ukr)'; Outlook Stable

   PJSC Alfa-Bank:

   -- Long-Term Foreign Currency IDR: upgraded to 'B-' from
      'CCC', Outlook Stable

   -- Long-Term Local Currency IDR: affirmed at 'B-', Outlook
      Stable

   -- Senior unsecured local currency debt: affirmed at 'B-
      '/'RR4'/, downgraded to 'AA(ukr)' from
      'AA+(ukr)'

   -- Senior unsecured local currency market linked securities:
      affirmed at 'B-(emr)'/'RR4'; downgraded to 'AA(ukr)(emr)'
      from 'AA+(ukr)(emr)'

   -- Short-Term Foreign Currency IDR: upgraded to 'B' from 'C'

   -- Support Rating: affirmed at '5'

   -- Viability Rating: 'ccc', unaffected

   -- National Long-Term rating: downgraded to 'AA(ukr)' from
      'AA+(ukr)'; Outlook Stable

   Ukrsotsbank:

   -- Long-Term Foreign Currency IDR: upgraded to 'B-' from
      'CCC', Outlook Stable

   -- Long-Term Local Currency IDR: affirmed at 'B-', Stable
      Outlook

   -- Short-Term Foreign Currency IDR: upgraded to 'B' from 'C'

   -- Support Rating: affirmed at '5'

   -- Viability Rating: 'cc', unaffected

   -- National Long-Term rating: downgraded to 'AA(ukr)' from
      'AA+(ukr)'; Outlook Stable

   ProCredit Bank (Ukraine):

   -- Long-Term Foreign Currency IDR: upgraded to 'B-' from
      'CCC', Outlook Stable

   -- Long-Term Local Currency IDR: upgraded to 'B' from 'B-',
      Outlook Stable

   -- Short-Term Foreign Currency IDR: upgraded to 'B' from 'C'

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

   -- Support Rating: affirmed at '5'

   -- Viability Rating: 'ccc', unaffected

   -- National Long-Term rating: affirmed at 'AAA(ukr)'; Outlook
      Stable

   Pravex:

   -- Long-Term Foreign Currency IDR: upgraded to 'B-' from
      'CCC', Outlook Negative

   -- Long-Term Local Currency IDR: upgraded to 'B' from 'B-'',
      Outlook Negative

   -- Short-Term Foreign Currency IDR: upgraded to 'B' from 'C'

   -- Support Rating: affirmed at '5'

   -- Viability Rating: 'cc', unaffected

   -- National Long-Term rating: downgraded to 'AA+(ukr)' from
      'AAA(ukr)', Outlook Negative

   CAB:

   -- Long-Term Foreign Currency IDR: upgraded to 'B-' from
      'CCC', Outlook Stable

   -- Long-Term Local Currency IDR: upgraded to 'B' from 'B-',
      Outlook Stable

   -- Short-Term Foreign Currency IDR: upgraded to 'B' from 'C'

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

   -- Support Rating: affirmed at '5'

   -- Viability Rating: 'b-', unaffected

   -- National Long-Term Rating: affirmed at 'AAA(ukr)'; Outlook
      Stable


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


ADIENT PLC: S&P Assigns 'BB+' CCR & Rates Sr. Unsecured Debt 'BB'
-----------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB+' corporate
credit rating to Adient PLC.  The outlook is stable.

At the same time, S&P assigned its 'BBB' issue-level rating and
'1' recovery rating to the company's senior secured debt.  The
'1' recovery rating indicates S&P's expectation that lenders will
receive very high recovery (90%-100%) in the event of a default.

In addition, S&P assigned its 'BB' issue-level rating and '5'
recovery rating to the company's senior unsecured debt.  The '5'
recovery rating indicates S&P's expectation that lenders will
receive modest recovery (10%-30%; upper half of the range) in the
event of a default.

These ratings are in line with the preliminary ratings S&P
assigned on June 29, 2016, and July 29, 2016.

"Our corporate credit rating on Adient reflects the company's
position as the leading provider of seating systems for the
global light-vehicle market," said S&P Global credit analyst
Lawrence Orlowski.  With operations in 33 countries, the company
delivers 25 million seating systems per year and has long-
standing relationships with all of the premier automotive
manufacturers. The majority of these relationships were
established when Adient was JCI's automotive seating segment and
span more than 20 years. Additionally, Adient also has 17 joint-
venture partnerships with key Chinese original equipment
manufacturers (OEMs).

The stable outlook on Adient reflects S&P's assumption that the
company will maintain a significant financial risk profile.
Overall, S&P would expect the company's debt-to-EBITDA metric to
remain below 4.0x while its FOCF-to-debt ratio remains above 10%
over the next 12 months.

S&P could lower its ratings on Adient if, for example, global
vehicle demand began to decline or the OEMs decide to pursue a
components-sourcing strategy that leads to a significant increase
in pricing pressure for their suppliers, causing the company's
debt-to-EBITDA metric to exceed 4.0x and its FOCF-to-debt ratio
to fall significantly below 10% on a sustained basis.

S&P could raise its ratings on Adient to investment grade (rated
'BBB-' and higher) if the company demonstrated a comfortable
resilience to adverse economic conditions over the long-term
(including through industry downturns) and it increased its
overall profitability.  The company would also need to expand its
EBITDA margins to reflect its strengthening competitive position
and consistent program-launch execution before S&P would upgrade
it.


PIXEL PROJECTS: SFP Completes Sale of Business, 34 Jobs Saved
-------------------------------------------------------------
Nationwide insolvency practitioner, SFP, has completed a sale of
the business and assets of Pixel Projects Limited (Pixel), a
multi-national audio visual (AV) specialist, saving the positions
of all 34 employees in the process.

Leatherhead-based Pixel is an integrated technology AV business
that designs, installs and maintains AV systems for blue chip
clients all over the world.  Client sectors range from education
to oil and gas, medical, retail and hospitality and residential.
Having run into financial difficulty, a winding-up-petition was
issued against Pixel by a trade creditor.  It was concluded that
Administration would provide the necessary breathing space to
salvage the business.

SFP's Simon Plant and Daniel Plant were subsequently appointed
Joint Administrators of the Company on October 25, 2016.
Following a review of the business, the Joint Administrators were
able to secure a sale and all employees have been successfully
transferred under TUPE to the new purchaser.

"All jobs have been secured and the company is now looking to
push on and win more contracts," says Simon Plant.  "This is yet
another example of how a business in financial difficulty is able
to be rescued, enabling ongoing service to customers and to
preserve the workforce."


WORTHINGTON GROUP: Pension Protection Fund Rejects CVA Terms
------------------------------------------------------------
Karolina Kaminska at Alliance News reports that Worthington Group
PLC on Nov. 21 said its pension protection fund rejected the
terms of Worthington's proposed company voluntary arrangement,
resulting in the UK High Court issuing a winding up order against
the company.

In October, the investment company said it had decided to propose
terms for a company voluntary arrangement with all its creditors,
noting that its pension fund trustees had "no alternative but to
issue" a petition to wind up Worthington, Alliance News relates.

Worthington said at that time it was proposing the arrangement to
protect the pension fund's position, which was in substantial
deficit, Alliance News notes.

However, at a court meeting held on Nov. 21, the pension fund
rejected the principal terms of the arrangement, Alliance News
relays.

According to Alliance News, Worthington said it will now be
seeking a judicial review of the pension fund's decision.  If
successful, the pension fund will be required to accept the
principal terms of the arrangement, meaning Worthington would be
in a position to exit liquidation via its proposed arrangement,
Alliance News states.

Shares in Worthington remain suspended, Alliance News notes.

Worthington Group PLC is a British investment company.


                            *********

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.


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