TCREUR_Public/161124.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, November 24, 2016, Vol. 17, No. 233



ARKEMA SA: S&P Affirms 'BB+' Rating on EUR700MM Hybrid Securities
MOBILUX 2 SAS: Moody's Assigns B2 CFR, Outlook Stable
SOLOCAL SA: Main Creditors to Walk Away From Debt Restructuring


GEWA 5 TO 1: Files for Insolvency After Contractor Talks Fail


ALME LOAN V: S&P Affirms B- Rating on Class F Notes
E-MAC PROGRAM 2007- NHG V: Moody's Affirms Caa3 Rating on B Notes
JUBILEE CDO VIII: S&P Affirms BB+ Rating on Class E Notes
PEER HOLDING: Moody's Assigns B1 Rating to EUR475MM Term Loan B


CAIXA GERAL: Moody's Extends Review on B1 Deposit & Debt Ratings
ECONOMICO TV: Files for Insolvency, Owes EUR1.2 Billion


ICB OLMA-Bank: Put on Provisional Administration on Nov. 18


PETROL DD: H12 Files Request to Launch Bankruptcy Proceedings


ABENGOA SA: Shareholders Back EUR9BB Debt-Restructuring Plan

U N I T E D   K I N G D O M

BESTWAY UK: S&P Affirms 'B' CCR, Outlook Remains Negative
TES GLOBAL: Moody's Affirms B3 CFR & Changes Outlook to Negative



ARKEMA SA: S&P Affirms 'BB+' Rating on EUR700MM Hybrid Securities
S&P Global Ratings revised its outlook on France-based chemical
producer Arkema S.A. to stable from negative.  S&P affirmed its
'BBB' long-term and 'A-2' short-term corporate credit ratings on

At the same time, S&P affirmed its 'BBB' long-term rating on
Arkema's senior unsecured debt, S&P's 'BB+' long-term rating on
the company's EUR700 million subordinated hybrid securities, and
our 'A-2' short-term commercial paper rating.

The outlook revision reflects S&P's expectation that Arkema will
improve its ratio of adjusted funds from operations (FFO) to debt
to 35% as of year-end 2016, which S&P views as commensurate with
the current rating.  Arkema's operating performance was stronger
than S&P expected in the first nine months of 2016, supported by
a higher proportion of specialty chemicals in the portfolio, cost
savings, development of the 2015 Bostik acquisition and
realization of synergies with Arkema ahead of schedule, and raw
material tailwinds.

S&P forecasts about EUR1.1 billion-EUR1.2 billion of adjusted
EBITDA for full-year 2016, up from about EUR1 billion in 2015.
S&P thinks Arkema will reach its EBITDA target for Bostik by
year-end 2016, one year earlier than initially expected.  S&P
expects the successful integration to boost the company's
adjusted EBITDA margin to about 15%-16% in 2016 compared with
13.7% in 2015.

For year-end 2016, S&P forecasts about EUR2.3 billion of adjusted
debt, up from EUR2 billion at end-September 2016, due to closing
of the EUR0.5 billion Den Braven acquisition, which Arkema
expects for December 2016.  S&P believes that the acquisition has
a modestly positive impact on Arkema's business risk profile,
given Den Braven's strong market position in Europe.  Den Braven
complements Bostik, which has a meaningful presence in emerging
markets, and offers Arkema the opportunity to participate in the
consolidation of the still-fragmented sealants and adhesives

Assuming about EUR450 million capital expenditure (capex) per
year, S&P expects Arkema to generate about EUR400 million of free
operating cash flow (FOCF) in 2017, which should lift its ratio
of adjusted FFO to debt to above 40% in 2017.  In order to
achieve its 2020 sales target of EUR10 billion compared with the
EUR7.5 billion S&P forecasts for 2016, it factors in that the
company will continue to pursue bolt-on or midsize acquisitions,
while remaining committed to maintaining credit metrics in line
with S&P's 'BBB' rating.

S&P's stable outlook reflects its forecast that Arkema will
report a ratio of adjusted FFO to debt of about 35% in 2016,
which is commensurate with the 'BBB' rating.  This is a result of
strong performance in the year to date, successful cost
optimization, and realizing synergies from the Bostik acquisition
well ahead of schedule.  S&P's ratio calculation includes the
EUR0.5 billion Den Braven acquisition announced in July 2016.
For 2017 and 2018, S&P expects much stronger ratios, supported by
S&P's forecast of about EUR400 million FOCF per year and
management's commitment to the 'BBB' rating, which should leave
sufficient headroom for bolt-on acquisitions.

Rating pressure would arise if Arkema's adjusted ratio of FFO to
debt dropped below 30%, without near-term recovery prospects.
This could result from much-weaker-than-anticipated operating
performance or strong headwinds from higher raw material cost.
It could also result from large-scale debt-financed acquisitions,
but S&P understands that these are not on management's agenda.

Rating upside would depend on our view of the resilience of
Arkema's EBITDA and level of FOCF, notably under difficult
industry conditions.  A ratio of FFO to debt sustainably above
45% could result in upside potential for the rating.

MOBILUX 2 SAS: Moody's Assigns B2 CFR, Outlook Stable
Moody's Investors Service has assigned a B2 corporate family
rating and B2-PD probability of default rating to Mobilux 2 SAS
(BUT or the company), a holding company owning 100% of French
furniture retailer BUT SAS.  The outlook on all ratings is

Concurrently, Moody's has also withdrawn Decomeubles Partners
SAS' B2 CFR and B2-PD.  Moody's has also withdrawn the B3
instrument rating assigned to BUT SAS' EUR246 million worth of
senior secured notes due 2019 following their redemption on
Nov. 17, 2016.

The rating action follows the completion of BUT's acquisition by
private equity firm Clayton, Dubilier & Rice (CD&R) and WM
Holding.  The rating action also reflects the successful bond
refinancing announced on Oct. 24, 2016.

                         RATINGS RATIONALE


In line with Moody's comment in its press release dated
Oct. 24, 2016, the rating agency has decided to move the CFR and
PDR previously assigned to Decomeubles Partners SAS to Mobilux 2
SAS, which is the top-entity of the new restricted group.

For more information, see

The rating assignment primarily reflects BUT's change of control
which was effective on Nov. 17, 2016.  The company was acquired
by an investment consortium comprising private equity firm
Clayton, Dubilier & Rice (CD&R) and WM Holding, an investment
company associated with the XXXLutz group, an Austrian furniture

In addition, BUT successfully completed the bond refinancing it
launched on Oct. 24, 2016.  The company successfully raised
EUR380 million worth of senior secured notes due 2024 at the
level of Mobilux Finance SAS, a new holding company established
in connection with the acquisition of BUT SAS by the new
investment consortium.  Moody's assigned a B3 (LGD 4) rating to
these notes on Oct. 24, 2016.


The existing notes issued by BUT SAS have been fully redeemed on
Nov. 17, 2016.  As a consequence, Moody's has withdrawn the
B3-rating assigned to the EUR246 million worth of senior secured
notes due 2019 (and initially issued in June 2014).


Moody's would consider upgrading BUT's rating if the company (1)
demonstrates its ability to sustainably enhance its
profitability, (2) while maintaining its market shares, (3)
sustains its positive free cash flow generation and (4)
demonstrates a balanced financial policy between creditors and
shareholders. Quantitatively, stronger credit metrics, such as a
Moody's-adjusted (gross) debt/EBITDA ratio well below 4.5x and a
Moody's-adjusted EBIT/interest expense comfortably above 1.75x
could trigger an upgrade.

Conversely, the rating could be downgraded if (1) BUT's free cash
flow generation was negative for a prolonged period of time as a
result of a weakened operating performance or higher-than-
expected capital expenditures; or (2) the company demonstrates a
more shareholder-friendly financial policy.  Quantitatively, a
Moody's-adjusted (gross) debt/EBITDA ratio in excess of 5.5x and
a Moody's-adjusted EBIT/interest expense trending below 1.25x
could trigger a downgrade.  Any weakening of the liquidity
profile would also exert downward pressure on the rating.

                       PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
Industry published in October 2015.

Headquartered in France (Emerainville), BUT is one of France's
largest home equipment retailers, with revenues and EBITDA (as
adjusted by the company) of respectively EUR1.5 billion and EUR96
million in the 12 months to June 30, 2016.  BUT's business model
is based on a one-stop shop concept, offering its customers
furniture, electrical/home appliances and home decoration

SOLOCAL SA: Main Creditors to Walk Away From Debt Restructuring
Luca Casiraghi at Bloomberg News reports that Solocal SA's main
creditors intend to walk away from a EUR1.2 billion (US$1.3
billion) debt-restructuring agreement because of opposition from
shareholders at the French directories publisher.

According to Bloomberg, a Solocal statement on Nov. 23 said Amber
Capital, Monarch Alternative Capital and Paulson & Co. "will no
longer support" the plan and they recommended the cancellation of
upcoming creditor and shareholder votes.  The group, which holds
37% of Solocal's debt, also said all creditors should call in
borrowings, Bloomberg relates.

Minority shareholders, led by investor Benjamin Jayet, have made
requests that "are simply beyond comprehension," the creditors
said in a letter sent to Solocal's board on Nov. 21 and seen by
Bloomberg.  Mr. Jayet has asked the board to re-open debt talks
to get more generous terms for stockholders, Bloomberg notes.

Solocal reiterated its support for the plan on Nov. 23 in an
attempt to avoid full-blown insolvency proceedings, Bloomberg
relays.  It said the Nov. 30 creditor vote will go ahead as it
seeks to prevent shareholder opposition derailing a second
restructuring agreement in about a month, according to Bloomberg.
The company has run into difficulties because of slowing demand
at its traditional phone-directories business, Bloomberg

Solocal Group is a French directories publisher.

                           *   *   *

As reported by the Troubled Company Reporter-Europe on Aug. 15,
2016, Fitch Ratings downgraded French media group Solocal Group
SA's (SLG) Long-Term Issuer Default Rating to 'C' from 'CC'.

The TCR-Europe reported on Aug. 11, 2016, that Moody's Investors
Service downgraded the ratings of SoLocal Group S.A.'s
("SoLocal"), including the Corporate Family Rating (CFR) to Ca
from Caa2, the Probability of Default Rating (PDR) to Ca-PD from
Caa2-PD and the rating of the EUR350 million senior secured notes
due 2018 issued by PagesJaunes Finance & Co. S.C.A. to Ca
from Caa2.  Moody's said the outlook on all ratings is negative.


GEWA 5 TO 1: Files for Insolvency After Contractor Talks Fail
Andrew Blackman at Bloomberg News reports that Gewa 5 to 1 GmbH,
the German developer building the country's third-largest
apartment tower, filed for insolvency following the collapse of
talks with the general contractor on the project.

The developer, based near Stuttgart, was building the Gewa-Tower,
a 107-meter (351 feet) residential property in the suburb of
Fellbach due for completion in 2017, Bloomberg discloses.

Insolvency administrator Ilkin Bananyarli -- -- has been appointed to oversee the
proceedings, Bloomberg relays, citing Winnender Zeitung.
According to Bloomberg, the newspaper said on Nov. 23 several
companies are competing to take over the project.


ALME LOAN V: S&P Affirms B- Rating on Class F Notes
S&P Global Ratings affirmed its credit ratings on ALME Loan
Funding V B.V.'s class A, B-1, B-2, C, D, E, and F notes
following the transaction's effective date.

Most European cash flow collateralized loan obligations (CLOs)
close before purchasing the full amount of their targeted level
of portfolio collateral.

On the closing date, the collateral manager typically covenants
to purchase the remaining collateral within the guidelines
specified in the transaction documents to reach the target level
of portfolio collateral.  Typically, the CLO transaction
documents specify a date by which the targeted level of portfolio
collateral must be reached.  The "effective date" for a CLO
transaction is usually the earlier of the date on which the
transaction acquires the target level of portfolio collateral, or
the date defined in the transaction documents. Most transaction
documents contain provisions directing the trustee to request the
rating agencies that have issued ratings upon closing to affirm
the ratings issued on the closing date after reviewing the
effective date portfolio (typically referred to as an "effective
date rating affirmation").

An effective date rating affirmation reflects S&P's opinion that
the portfolio collateral purchased by the issuer, as reported to
S&P by the trustee and collateral manager, in combination with
the transaction's structure, provides sufficient credit support
to maintain the ratings that S&P assigned on the transaction's
closing date.  The effective date reports provide a summary of
certain information that S&P used in its analysis and the results
of S&P's review based on the information presented to S&P.

S&P believes the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction.  This
window of time is typically referred to as a "ramp-up period."
Because some CLO transactions may acquire most of their assets
from the new-issue leveraged loan market, the ramp-up period may
give collateral managers the flexibility to acquire a more
diverse portfolio of assets.

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, S&P's ratings on the
closing date and prior to its effective date review are generally
based on the application of S&P's criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to us by the
collateral manager, and may also reflect S&P's assumptions about
the transaction's investment guidelines.  This is because not all
assets in the portfolio have been purchased.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
cash flow modeling to determine the appropriate percentile break-
even default rate at each rating level, the application of our
supplemental tests, and the analytical judgment of a rating
committee," S&P said.

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation.  In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated European cash flow CLO," S&P

On an ongoing basis after S&P issues an effective date rating
affirmation, it will periodically review whether, in its view,
the current ratings on the notes remain consistent with the
credit quality of the assets, the credit enhancement available to
support the notes, and other factors, and take rating actions as
S&P deems necessary.


ALME Loan Funding V B.V.
EUR357 Million Senior Secured Floating- And Fixed-Rate Notes And
Participating Team Certificates

Ratings Affirmed

Class   Rating

A       AAA (sf)
B-1     AA (sf)
B-2     AA (sf)
C       A (sf)
D       BBB (sf)
E       BB (sf)
F       B- (sf)

E-MAC PROGRAM 2007- NHG V: Moody's Affirms Caa3 Rating on B Notes
Moody's Investors Service has upgraded the ratings of class A
notes in E-MAC Program B.V./Compartment NL 2007- NHG V following
an increase of the reserve fund:

  EUR250 mil. A Notes, Upgraded to Aa3 (sf); previously on
   Aug. 1, 2016, Downgraded to A3 (sf)

  EUR3 mil. B Notes, Affirmed Caa3 (sf); previously on Aug. 1,
   2016, Downgraded to Caa3 (sf)

                         RATINGS RATIONALE

The rating upgrade of the class A notes reflects the increased
credit enhancement for the class A notes following by an
amendment to the balance of the reserve account and required
target amount. The reserve account has increased from 1.30% to
approximately 2.62% of the outstanding class A notes balance.
The reserve account will not be allowed to amortize.  The funding
of the increase of the reserve account is being provided by Royal
Bank of Scotland N.V. ("RBS N.V."), which is paying the Issuer
EUR2.1 million to be deposited into the reserve account bringing
the balance of the reserve account up to the target level of
EUR4 million.

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes.  Moody's ratings address
only the credit risks associated with the transaction.  Other
risks have not been addressed, but may have a significant effect
on yield to investors.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
September 2016.

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

Factors that would lead to an upgrade or downgrade of the

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) deleveraging of the capital
structure and (3) improvements in the credit quality of the
transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) performance of the underlying collateral that
is worse than Moody's expected, (2) deterioration in the notes'
available credit enhancement and (3) deterioration in the credit
quality of the transaction counterparties.

JUBILEE CDO VIII: S&P Affirms BB+ Rating on Class E Notes
S&P Global Ratings raised its credit ratings on Jubilee CDO VIII
B.V.'s class B and C notes.  At the same time, S&P has affirmed
its ratings on the class A-1, A-2, D, and E notes.

The upgrades follow S&P's credit and cash flow analysis of the
transaction using data from the January payment date report and
the application of S&P's relevant criteria.  S&P conducted its
cash flow analysis to determine the break-even default rates
(BDR) for each rated class of notes at each rating level.  The
BDR represents S&P's estimate of the maximum level of gross
defaults, based on S&P's stress assumptions, that a tranche can
withstand and still pay interest and fully repay principal to the
noteholders.  S&P used the portfolio balance that it considers to
be performing, the reported weighted-average spread, and the
weighted-average recovery rates that S&P considered to be
appropriate.  S&P incorporated various cash flow stress scenarios
using S&P's standard default patterns and timings for each rating
category assumed for each class of notes, combined with different
interest stress scenarios as outlined in our criteria.

The portfolio's credit quality has continued to improve as the
proportion of assets rated 'BB-' and above has increased since
S&P's March 2, 2016, review.  In addition, the transaction has
amortized by approximately EUR18 million.

A portfolio currency swap, euro-denominated options, and asset-
specific currency swaps with various derivatives counterparties
hedge the portfolio's non-euro-denominated assets.  In S&P's
opinion, the derivative documentation does not fully reflect its
current counterparty criteria.  Therefore, in S&P's cash flow
analysis, for ratings above its long-term issuer credit rating
plus one notch on each of the derivative counterparties, S&P has
considered scenarios where the relevant counterparty does not
perform and where the transaction may be exposed to greater
currency risk as a result.

For the purposes of S&P's analysis it has excluded the
"Obligations Remboursables en Actions" (ORA) bond exposure to
Novartex, as this bond contains a mandatory conversion to equity
at redemption, the value of which is uncertain.

The largest obligor test measures the risk of several of the
largest obligors within the portfolio defaulting simultaneously.
Under S&P's cash flow analysis, the class C, D, and E notes' BDRs
exceed their scenario default rates (SDRs) at higher rating
levels (the SDR is the minimum level of portfolio defaults that
S&P expects each CDO tranche to be able to support at the
specific rating level using CDO Evaluator).  Therefore, the
application of this test constrains S&P's ratings on the class C
and E notes.

Taking into account S&P's cash flow results and the application
of its supplemental tests, S&P's analysis indicates that the
class B and C notes are now able to support higher ratings than
those currently assigned.  S&P has therefore raised to 'AAA (sf)'
from 'AA+ (sf)' its rating on the class B notes and to 'AA+ (sf)'
from 'A+ (sf)' its rating on the class C notes.

S&P's analysis also indicates that the available credit
enhancement for the class A-1, A-2, and E notes is commensurate
with the currently assigned ratings.  S&P has therefore affirmed
its ratings on these classes of notes.

S&P's analysis of the class D notes indicates that the available
credit enhancement could support a higher rating than that
currently assigned.  However, S&P has also taken into account the
results of its supplemental tests, which in this case are reliant
on approximately EUR7.7 million of excess spread.  S&P believes
that this reliance increases the probability that any upgrade
could be followed by a subsequent downgrade within a relatively
short period of time.  S&P has therefore affirmed its rating on
this class of notes.

Jubilee CDO VIII is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in
December 2007 and is managed by Alcentra Ltd.  Its reinvestment
period ended in January 2014 and the issuer used all scheduled
principal proceeds to redeem the notes in the transaction's
documented priority of payments.


Class                  Rating
              To                   From

Jubilee CDO VIII B.V.
EUR400 Million Senior Secured Floating-Rate Notes

Ratings Raised

B             AAA (sf)             AA+ (sf)
C             AA+ (sf)             A+ (sf)

Ratings Affirmed

A-1           AAA (sf)
A-2           AAA (sf)
D             BBB+ (sf)
E             BB+ (sf)

PEER HOLDING: Moody's Assigns B1 Rating to EUR475MM Term Loan B
Moody's Investors Service has assigned a B1 rating (LGD4) to a
EUR475 million new senior secured term loan B tranche maturing in
2022 proposed under the credit facilities agreement of the Dutch
non-food discount retailer Peer Holding B.V. (Action).

Concurrently, Moody's affirmed the B1 corporate family rating
(CFR), the B1 (LGD4) ratings on existing senior secured bank debt
and the B1-PD probability of default rating (PDR). The outlook on
the ratings is stable.

The proceeds from the new term loan will be used alongside
approximately EUR35 million of cash to pay a dividend of
approximately EUR500 million to Action's shareholders and related
transaction costs.  The transaction represents the fourth
dividend recapitalisation since the company was acquired by 3i
Group and funds advised by 3i in 2011.

                        RATINGS RATIONALE

Action's B1 CFR recognizes the company's (1) scale in its core
Benelux markets and growing presence and profitability in more
recently entered Germany and France; (2) business model
underpinning strong like-for-like sales development and earnings
growth as well as high returns on investment associated with new
store openings; (3) the positive market share momentum being
experienced by discount players; and (4) Action's good liquidity

However, the B1 rating also reflects the company's (1) limited,
but increasing geographic diversity, with about 50% of store
EBITDA for the fiscal year to December 2016 estimated to be
generated in the Netherlands; (2) exposure to the competitive and
fragmented discount retail segment; (3) sizeable number of new
store openings, leading to execution risk, particularly in terms
of site selection.  Additionally, Action's leverage, pro-forma
for the latest recapitalization is high for the rating category.

Since 3i became majority shareholders in 2011, Action has
delivered consistently strong profit growth with reported EBITDA
increasing from EUR86 million in 2011 to a forecast EUR300
million for the fiscal year to December 2016 (FY16).  The growth
has been driven by a combination of significant new store roll-
out, increasingly internationally, and impressive like-for-like
sales growth.  Pro-forma for the additional debt in this latest
transaction and on the basis of expected results for FY16,
Moody's-adjusted leverage will increase to 5.3x.  However,
Moody's expects revenue and profit growth to follow historic
trends and therefore anticipate deleveraging over the next 12 to
18 months.

Action's size remains limited compared to the majority of Moody's
rated retailers but the company has scale in the discount
segment. Dependency on the Netherlands stores has reduced as new
store roll-out has been most significant in the more recently
entered France and Germany.  Furthermore, while network
expansion, particularly in new countries, bears some level of
execution risk related to site availability and selection, these
risks are balanced against the company's strong track record of
returns on new store investments.  Underlying cash generation is
strong as the new store capex costs are relatively low, resulting
in a rapid cash-pay back on these investments, while working
capital is structurally negative.

Moody's views Action's liquidity profile as good.  The
transaction will leave the group with a pro-forma cash balance of
EUR95 million at FY16, which Moody's expect to be sufficient to
cover working capital and investment needs in the near-term,
along with the EUR75 million revolving credit facility which
Moody's expects will undrawn.

Action's B1 senior secured instrument ratings are in line with
the CFR.  The company's probability of default (PDR) rating of
B1-PD, is in line with the CFR.  The PDR reflects the use of a
50% family recovery rate resulting from a lightly-covenanted debt
package and a security package that comprises only share pledges
and a cap on the value of guarantee security provided by Action
Holding B.V. and its subsidiaries at the level of EUR805 million.
The facilities have only one maintenance covenant under which
Moody's forecasts material headroom.

The stable rating outlook reflects Moody's view that Action's
product offering and positioning will continue to resonate with
consumers, and that the company will continue to appropriately
control its expenses and store roll-out plan such that its credit
metrics will continue to improve over the next 12 -18 months,
with Moody's adjusted debt/EBITDA trending towards 4.5x in this

Pro-forma for this latest recapitalization, Action's rating will
have limited headroom within the B1 category and therefore
positive ratings pressure is not expected in the short term.
However, it could arise if Action continues to improve its
operating performance and credit metrics, as well as pursue a
more conservative financial policy resulting in lower
distributions to shareholders.  Quantitatively, Moody's could
upgrade the rating if debt/EBITDA was sustained below 4.0x and
EBIT/interest expense exceeded 3.0x.

Conversely, Moody's could downgrade the ratings if Action's
operating performance declines (as a result of negative like-for-
likes or material decrease in profit margins).  Similarly,
Moody's could also downgrade the ratings if Action were unable to
maintain adequate liquidity or its financial policy became more
aggressive, with FCF turning negative, such that adjusted
debt/EBITDA increased above 5.5x or adjusted EBIT/interest
expense fell below 2.0x.

Action is a non-food discount retailer based in the Netherlands
and was founded in 1993.  As at October 2016, Action has more
than 775 stores across the Netherlands, Belgium, Germany and
France and employs approximately 32,000 staff.  For FY15 the
company reported revenues of EUR2.0 billion and EBITDA of EUR232


CAIXA GERAL: Moody's Extends Review on B1 Deposit & Debt Ratings
Moody's Investors Service has extended its review for downgrade
of the B1 long-term deposit and senior debt ratings of Caixa
Geral de Depositos, S.A. (CGD) and its supported entities
initiated on June 6, 2016, following the announcement made by the
Portuguese government (Ba1 stable) that the recapitalization of
the bank is still in progress and will materialize in 2017.
Concurrently, Moody's has extended its review with direction
uncertain of CGD's baseline credit assessment (BCA) and adjusted
BCA of b3.

The extension of the review reflects the fact that CGD's
recapitalization plan agreed by the Portuguese government and the
European authorities is still in the process of being executed.
Moody's expects to conclude the review on CGD's ratings once the
rating agency will have further visibility on the
recapitalization and the extent of restructuring measures as part
of the capital support provided to the bank by the Portuguese
government.  The rating agency anticipates that further clarity
is likely to be achieved in the first quarter of 2017.

                         RATINGS RATIONALE

Moody's decision to extend the rating review process is driven by
the fact that CGD's recapitalization plan remains in progress.
Under CGD's recapitalization plan agreed in August 2016 by the
Portuguese government and the European Commission, the Portuguese
government will make a direct capital injection of up to
EUR2.7 billion and the conversion into shares of EUR900 million
of contingent capital securities to which the government
subscribed in 2012.

The plan also incorporates other capital enhancement measures
including the transfer of shares in Paircaixa (subsidiary owned
51% by CGD and 49% by the state-owned company Parpublica-
Participacoes Publicas (SGPS),S.A.; Ba1 stable) to CGD worth of
EUR500 million and the issuance of EUR1 billion of deeply
subordinated debt to be funded by private investors (EUR500
million to be issued in 2017 while the remaining EUR500 million
will be launched within the following 18 months).  The
subordinated instruments will be eligible as regulatory capital
and will include a write-down (but not conversion) feature to
ensure that CGD will remain a fully state-owned bank.

At the end of August 2016, the Portuguese government replaced
CGD's board to work on redefining the group's strategy, which
would encompass the capital injection from the government and a
deep restructuring of its operations in order to become a
profitable bank.  In this context, the new board is currently
working in the revaluation of CGD's assets, potential
contingencies and the corresponding impairments needs, which will
be completed prior to the disclosure of the audited financial
statements at Dec. 31, 2016.  CGD has announced that the
government funded capital injection of up to EUR2.7 billion will
be dedicated to absorbing the impairments identified under this

CGD's B1 long-term deposit and senior debt ratings on review for
downgrade reflect (1) the bank's BCA and adjusted BCA of b3 on
review with direction uncertain; (2) the Advanced Loss Given
Failure (LGF) analysis that currently reflects one notch of
uplift from the bank's adjusted BCA of b3; and (3) a one notch of
uplift from Moody's assumptions of moderate government support.

The review with direction uncertain of the bank's BCA reflects
Moody's uncertainties regarding the evolution of CGD's standalone
credit profile that displays substantial downside risks given its
very weak risk-absorption capacity and thin capital buffers
relative to prudential requirements set by the European Central
Bank (ECB) and the Bank of Portugal.  However, the review with
direction uncertain also reflects the rating agency's view that
the bank's credit profile could strengthen following the
successful and timely recapitalization as well as the development
of a credible restructuring plan by early 2017.

The review for downgrade of CGD's long-term deposit and senior
debt ratings reflects downside risks to these ratings that could
arise as a result of Moody's LGF analysis after incorporating the
bank's balance sheet structure at end-June 2016 and its near-term
funding plan.  Downward pressure on CGD's long-term deposit and
senior debt rating could be offset by a positive evolution of the
bank's BCA.


An improvement of the BCA could be driven by a substantial
improvement on CGD's key financial metrics following the
effective recapitalization and visible progress in the
restructuring of the bank.

Downward pressure on CGD's standalone BCA could arise if the
recapitalization and restructuring of the bank proves
insufficient to bolster its very weak risk absorption capacity.

As the bank's debt and deposit ratings are linked to the
standalone BCA, any change to the BCA would likely also affect
these ratings.

Positive developments for CGD's b3 BCA and sizeable balance sheet
shrinkage could offset downside risks for its deposit and senior
debt ratings as a result of increased loss-given failure
following significant debt redemptions.

A confirmation of the bank's BCA could lead to a one notch
downgrade of deposit and debt ratings based on the increased
loss-given failure while a downgrade of the bank's BCA could
result in a multi-notch downgrade of its long-term ratings.

                     PRINCIPAL METHODOLOGY

The principal methodology used in these ratings/analysis was
Banks published in January 2016.

ECONOMICO TV: Files for Insolvency, Owes EUR1.2 Billion
Portuguese TV channel Economico TV, owned by New Media, part of
Ongoing Strategy Investment, has filed for insolvency, according
to Telecompaper, Jornal de Negocios, citing information published
on the Citius portal.

The creditors in the process are Lisgrafica and ST&SF,
Telecompaper discloses.

The decision comes after Ongoing Strategy Investments was
declared insolvent in August, followed by liquidation in October,
Telecompaper recounts.  The company has a debt of EUR1.2 billion.
A 30-day deadline for claiming credits has been set, Telecompaper


ICB OLMA-Bank: Put on Provisional Administration on Nov. 18
The Bank of Russia, by its Order No. OD-4014, dated November 18,
2016, revoked the banking license of credit institution
Investment Commercial Bank OLMA-Bank, a limited liability
company, or ICB OLMA-Bank LLC from November 18, 2016, according
to the press service of the Central Bank of Russia.

The Bank of Russia took such an extreme measure -- revocation of
the banking license -- because of the credit institution's
failure to comply with federal banking laws and Bank of Russia
regulations, because the equity capital of this credit
institution decreased for three months in a row below the minimum
set by Part 7 of Article 11.2 of the Federal Law "On Banks and
Banking Activities", and taking into account that the bank failed
to submit to the Bank of Russia a petition to change its status
to that of a non-bank credit institution, as well as the repeated
application within a year of measures envisaged by the Federal
Law "On the Central Bank of the Russian Federation (Bank of

Over the past year, ICB OLMA-Bank LLC violated repeatedly banking
legislation and Bank of Russia regulations.  The credit
institution allowed its equity capital to decrease for three
months in a row below the minimum set by Part 7 of Article 11.2
of the Federal Law "On Banks and Banking Activities".  The
management and owners of the credit institution failed to take
effective measures to increase its equity capital to the value of
RUB300 million set by the Federal Law.  Also, the bank failed to
take a decision to change its status to that of a non-bank credit
institution.  Based on Article 20 of the Federal Law "On Banks
and Banking Activities", the Bank of Russia performed its duty on
the revocation of the banking license of ICB OLMA-Bank LLC.

The Bank of Russia, by its Order No. OD-4015, dated November 18,
2016, appointed a provisional administration to ICB OLMA-Bank LLC
for the period until the appointment of a receiver pursuant to
the Federal Law "On Insolvency (Bankruptcy)" or a liquidator
under Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with the federal laws, the powers of
the credit institution's executive bodies have been suspended.

ICB OLMA-Bank LLC is a member of the deposit insurance system.
The revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by law.  The said Federal
Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but no more than RUR1.4 million per
one depositor.

According to reporting data, as of November 1, 2016, ICB OLMA-
Bank LLC ranked 611th in the Russian banking system in terms of


PETROL DD: H12 Files Request to Launch Bankruptcy Proceedings
SeeNews reports that Slovenian fuel retailer Petrol d.d.,
Ljubljana said it was notified by Ljubljana district court that
local company H12 dejavnost holdingov has applied for the launch
of bankruptcy proceedings against it.

"The application for the commencement of bankruptcy proceedings
being unfounded, Petrol immediately lodged an appeal against it,
and we are certain it will be rejected or dismissed by the Court
at the earliest time possible", SeeNews quotes Petrol as saying
in a filing with the Ljubljana bourse late on Nov. 22.

Petrol added it has no business relations with H12 and no
liabilities to this company, SeeNews notes.

According to Seenews, the fuel retailer added that it "has
already initiated necessary procedures against H12 and the
persons in charge, and will continue to pursue all legal remedies
in order to protect its interests".

"The company Petrol d.d., Ljubljana and the Petrol Group operate
at a profit and regularly settle their liabilities to all
creditors", the fuel retailer, as cited by SeeNews, said.

A member of the H12 board, Peter Faleskini, is responsible for
launching the bankruptcy proceedings, SeeNews relays, citing
local media reports.

At the end of September, the Petrol Group operated 485 service
stations, of which 314 were in Slovenia, 105 in Croatia, 36 in
Bosnia and Herzegovina, 9 in Serbia, 10 in Montenegro and 11 in
Kosovo, according to SeeNews.


ABENGOA SA: Shareholders Back EUR9BB Debt-Restructuring Plan
Katie Linsell at Bloomberg News reports that Abengoa SA
shareholders approved a EUR9 billion (US$9.6 billion)
debt-restructuring plan, putting creditors a step closer to
taking control of the Spanish renewable-energy producer.

Under the program, creditors will get as much as 95% of the
Seville-based company, Bloomberg relays, citing a statement late
on Nov. 22.  That confirms the retreat of the founding Benjumea
family, who agreed to reduce their stake earlier this year,
Bloomberg notes.

According to Bloomberg, creditors have also agreed to inject
EUR1.17 billion into Abengoa following a two-year saga first
triggered by concerns about financial transparency.  The company
filed for preliminary creditor protection a year ago after a
failed attempt to raise new capital, Bloomberg recounts.

Creditors will get 50% of Abengoa in exchange for the cash
injection, Bloomberg states.  They can also swap 70% of debt into
a 40% stake, with the rest of the borrowings being replaced with
new debt instruments, Bloomberg notes.  Alternatively, they can
accept a 97% loss, according to Bloomberg.

The company will also give a 5% stake to investors in return for
as much as EUR307 million in new guarantees, Bloomberg says.

                       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

                        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-

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.

Nov. 23

Abengoa Creditors Near Taking Control as Shareholders Back Plan
By Katie Linsell

(Bloomberg) --
Abengoa SA shareholders approved a 9 billion-euro ($9.6 billion)

restructuring plan, putting creditors a step closer to taking
control of the

Spanish renewable-energy producer.

Under the program, creditors will get as much as 95 percent of
the Seville-

based company, according to a statement late Tuesday. That
confirms the

retreat of the founding Benjumea family, who agreed to reduce
their stake

earlier this year.

Creditors have also agreed to inject 1.17 billion euros into
Abengoa following

a two-year saga first triggered by concerns about financial
transparency. The

company filed for preliminary creditor protection a year ago
after a failed

attempt to raise new capital.

"We continue to have our doubts about the long-term viability of
the new

company," said Felix Fischer, head of research at Lucror
Analytics in

Singapore. "Substantial risk remains that the company will not
manage a


Abengoa's 500 million euros of March 2021 bonds are quoted at 3
cents on the

euro, down from 36 cents a year ago, according to data compiled
by Bloomberg.

Creditors will get 50 percent of Abengoa in exchange for the cash

They can also swap 70 percent of debt into a 40 percent stake,
with the rest

of the borrowings being replaced with new debt instruments.

they can accept a 97 percent loss.

The company will also give a 5 percent stake to investors in
return for as

much as 307 million euros in new guarantees.

ABG SM Equity
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Related ticker:
ABG SM (Abengoa SA)

U N I T E D   K I N G D O M

BESTWAY UK: S&P Affirms 'B' CCR, Outlook Remains Negative
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on Bestway UK Holdco Ltd. (Bestway UK), the parent company
of U.K.-based food wholesale and pharmacy subsidiaries of Bestway
Group.  The outlook remains negative.

S&P also affirmed its 'BB-' long-term issue rating on Bestway
UK's GBP725 million senior secured facilities.  The recovery
rating on this debt remains '1', indicating S&P's expectation of
a very high (90%-100%) likelihood of recovery in the event of a

The affirmation reflects S&P's view that Bestway UK's greater-
than-expected debt repayments in fiscal year 2016 (ended June 30)
offset the company's weak operating performance over the same

Revenues from Bestway UK's wholesale business declined by 3.0%,
and reported EBITDA margin contracted to 1.7% in fiscal 2016 from
2.7% in fiscal 2015.  As a result, the EBITDA of the wholesale
business dropped by 40% in one year.  Growth in the pharmacy
business did not compensate for this shortfall, and the company's
EBITDA dropped by 15% in fiscal 2016 to GBP112 million (excluding
any restructuring costs).  S&P already considers that the
profitability of the combined group (the pharmacy and the
wholesale business) is below average when compared with rated
peers in the wider retail sector, and S&P notes that
profitability weakened further in fiscal 2016.

S&P acknowledges that Bestway UK's operating performance is
showing signs of stabilization.  Over the past two quarters, the
company reported stable revenues in both wholesale and pharmacy
segments compared with the same period last year.  EBITDA for the
past two quarters was also in line with the previous year,
however with a 10% growth in pharmacy offsetting a 15% decline in
wholesale.  That said, S&P believes that Bestway UK's efforts to
turnaround its operations will be a challenge given persistently
high competition and price deflation in the U.K. food retail
market; decreasing tobacco sales volumes following last year's
ban on the tobacco display in small shops; and a cut on federal
healthcare funding weighing on the company's pharmacy segment.
S&P has consequently reflected these risks in its reassessment of
Bestway UK's business risk profile to weak from fair previously.

"At the same time, the company repaid GBP134 million of debt in
fiscal 2016, out of which GBP25 million was mandatory
amortization and GBP109 million was voluntary prepayments.  These
repayments were partly funded with GBP65 million of dividends
received from the overseas subsidiaries of Bestway UK's parent
Bestway (Holdings) Ltd. (Bestway Group).  For fiscal years 2017
and 2018, we forecast that Bestway UK will post S&P Global
Ratings-adjusted debt to EBITDA between 4.0x and 4.3x, funds from
operations (FFO) to adjusted debt of about 15%, and EBITDA to
interest above 3.5x, on the back of EBITDA stabilization and a
gradual decline in absolute debt as a result of mandatory
repayments under term loan A.  We see these credit metrics as
commensurate with our aggressive financial risk category.  We do
not subtract cash from gross debt for our ratio calculations
since Bestway UK has a weak business risk profile, as per our
rating approach," S&P said.

Despite the recent debt reduction, S&P continues to anticipate
that the headroom under Bestway UK's covenants will be narrow,
with less than 10% headroom over the next 12-24 months.  This is
because the covenants are tightening rapidly under the debt
documentation.  This leads S&P to assess Bestway UK's liquidity
as less than adequate.  Positively, however, if liquidity became
strained, S&P would assume that the company would continue to
receive support from the overseas subsidiaries of its parent in
the form of dividends, as per the group's track record of doing

S&P believes Bestway UK's operating performance will stabilize
over the medium term thanks to some growth in the pharmacy
segment, while weaker performance in the food retail segment
persists amid high competition and food price deflation.  S&P
projects that earnings should also be supported by Bestway UK's
ongoing cost-reduction efforts aimed at withstanding pricing
pressures that flow from Bestway UK's customers and are inherent
to its wholesale cash-and-carry operations.

The negative outlook indicates that S&P could downgrade Bestway
UK if its credit metrics and liquidity position dampen because
its operating performance does not stabilize.  The outlook
factors in the low level of covenant headroom, which S&P
anticipates will be below 10% over the next 12-24 months.

S&P could lower the rating on Bestway UK if management does not
turn around its operations and its liquidity weakened as a result
of sustainably negative free operating cash flow or an increased
likelihood of covenant breach.

S&P could also downgrade Bestway UK if its business risk profile
comes under further strain due to sustained weak trading,
alongside a pronounced drop in sales, margins, or market share.
This could occur if Bestway UK fails to offset negative trading
in its wholesale business with growth initiatives in the pharmacy
segment and/or if the group faces unfavorable regulatory changes.
In such a situation, S&P could observe a deterioration in credit
metrics, such as FFO to debt declining below 12% and adjusted
debt to EBITDA increasing above 5x.

S&P could also lower the ratings if it sees heightened risks
within other parts of Bestway Group, particularly in its banking
operations in Pakistan.  This could happen if, for instance, S&P
was to take a negative rating action on Pakistan.  In that
scenario, S&P would examine the impact of the above-mentioned
factors on Bestway UK's SACP, as well as the GCP.

S&P could consider revising the outlook to stable if Bestway UK
restored covenant headroom to above 15% through a sustainable
improvement in earnings and cash flows.  An outlook revision
would also hinge on the company restoring its operating
performance and free cash flow generation, while maintaining an
adjusted debt-to-EBITDA ratio of comfortably lower than 5x, an
FFO to debt well above 12%, and adjusted EBITDA interest coverage
sustainably above 3.5x.

S&P would also expect the company to maintain a prudent financial
policy, particularly regarding acquisitions in the pharmacy
business, which S&P would expect to remain discretionary and
financed by dividend inflows from the overseas subsidiaries.

S&P could raise the rating if Bestway UK's credit metrics improve
due to stronger deleveraging than S&P currently anticipates, and
if S&P positively reassess its financial risk profile.

Also, rating upside could build if, for instance, S&P was to take
a positive rating action on Pakistan.  In that scenario, S&P
would examine the impact of the above-mentioned factors on the

S&P Global Ratings placed its 'CCC+' long-term corporate credit
rating on Jersey-incorporated manganese ore miner Consolidated
Minerals Ltd. (ConsMin) on CreditWatch with developing

At the same time, S&P placed its 'CCC+' issue rating on the
$400 million senior secured notes due 2020 on CreditWatch
developing.  The recovery rating on these notes remains '4',
indicating recovery prospects in the lower half of the 30%-50%
range in the event of a default.

The CreditWatch placement follows ConsMin's announcement that it
has been agreed that it will be acquired by electrolytic
manganese metals producer China Tian Yuan Manganese Ltd., a
subsidiary of Ningxia Tianyuan Manganese Industry (TMI).  The
transaction is subject to government approval and a number of
conditions, including certain consents from the holders of the
outstanding $400 million 8% senior secured notes due 2020.

As ConsMin's historically largest customer, S&P understands TMI
is securing a portion of its manganese ore product needs, which
may result in an incentive to provide strategic and financial
support to ConsMin.  This could be credit-positive for ConsMin's
noteholders, but will ultimately depend on S&P's view of TMI's
own credit profile and the status of ConsMin as a subsidiary
within the group.  TMI is a private company with 14,500 employees
and assets of RMB15.2 billion in 2011, according to the company

S&P would also need to assess if the required noteholders'
consents could be considered distressed, in which case, if they
do not receive sufficient compensation in return for the consent
to amending the terms of the notes, S&P would see this as
tantamount to a default.

Should the conditions of the acquisition not be met, or the
necessary approvals not forthcoming, the ratings on ConsMin are
likely to remain unchanged at 'CCC+'.  S&P notes that the sale
and purchase agreement will terminate six months from Nov. 15,
2016, unless extended, if the conditions are not met or are

"The developing CreditWatch reflects the possibility of the
rating changing upward or downward after finalization of the
pending acquisition, factoring in potential group support from
TMI and/or the new owner making changes to ConsMin's strategy or
financial policy.  We would also need to assess if the required
noteholders' consents could be considered distressed.  We may
update the CreditWatch direction once we receive sufficient
information about TMI that enables us to assess its credit
standing.  The CreditWatch will ultimately be resolved once the
acquisition is finalized.  The timeline for this depends in part
on the time it takes to obtain the necessary government approvals
and to meet the other conditions to the sale, which we estimate
could extend to six months or more.  If we don't receive
sufficient information about TMI to assess its credit standing,
we may no longer be able to rate ConsMin," S&P said.

TES GLOBAL: Moody's Affirms B3 CFR & Changes Outlook to Negative
Moody's Investors Service has affirmed TES Global Holdings
Limited's B3 corporate family rating and B3-PD probability of
default rating.  Concurrently, Moody's has affirmed the B3
instrument ratings on the GBP200 million senior secured notes due
2020 and the GBP100 million senior secured floating rate notes
due 2020 issued by TES Finance PLC.  Moody's has changed the
outlook on all ratings to negative from stable.

                         RATINGS RATIONALE

Moody's decision to change TES's ratings outlook to negative
reflects the ongoing pressure on the company core hiring business
which continues to be negatively impacted by declining volume of
advertisements in particular of its printing activities.  In
addition, the enduring uncertainty in the UK macro environment
could weigh on teachers turnover and therefore on the company's
performance in the next 12-18 months.

In light of the company's weak trading performance, Moody's
expects limited growth in EBITDA in the next 12-18 months growth
as contribution from acquired businesses will be offset by weak
core advertising business with further decline in print
advertising.  Given the non-amortising nature of TES's capital
structure, Moody's anticipates that leverage will remain above
6.0x over the next two years.

In the first nine months to May 2016, the company's turnover
remained flat at GBP115 million, as increase in the supply
teachers businesses was offset by the decline in the print
advertising, while EBITDA materially declined by GBP9.4 million
(or -18%) as a result of the lower marginality generated from the
supply teachers businesses compared to the advertising

During the same period, total advertising and transactional yield
were both down -11% and -7% impacted by the reduction in print
activities (-34% print ads volume and -8% print yield).  Online-
only advertisement was more resilient as a -4% reduction in
volume was offset by a +4% increase in transactional yield.

While the transition from print to digital advertising is
progressing well with 82% of advertising volumes now being
digital only, Moody's estimates that advertising print activities
will account for approximately GBP5-6 million of the company's
EBITDA in 2016.  A complete move to online-only advertising could
reduce EBITDA by c. GBP2 million.

For the year end Aug. 31, 2016, Moody's estimates that the
company's adjusted EBITDA will reduce to GBP42-43 million from
GBP51 million in 2015 and GBP56 million in 2014.  TES' EBITDA
continues to be impacted by the negative contribution of the
company's platform for sharing and trading teaching content.
Moody's expects TES' content platform to generate negative EBITDA
of approximately GBP9 million in 2016 and it will remain a
negative EBITDA contributor until 2019.

The company's Moody's adjusted leverage is expected to close at
around 6.9x at the end of August 2016.  As a result of the weak
trading, Moody's adjusted gross leverage increased to 7.4x in May
2016 from 6.0x in August 2015 and 5.4x in August 2014.  Allowing
for the expected annualized EBITDA of TES's acquisitions, the
Moody's Adjusted leverage would have been approximately 7.0x at
the end of May 2016.

For the year ended 2016, advertising sales have been negatively
affected by the uncertainty brought about by the UK general
election in May 2015, the Comprehensive Spending Review in
November 2015 and the EU referendum vote in July 2016.  These
factors will likely continue to weigh on the company's
performance in 2017 and highlight the company's sensitivity to
political and macroeconomic cycles.

Moody's notes that TES launched in early 2016 an unlimited
subscription product for its core advertising business which aims
to reduce the exposure to transactional advertising volumes and
provide a more steady and reliable source of profits and cash
flows.  While it is still at early stages, 495 secondary and
independent schools have registered to the offer at the end of
June 2016. The company targets to sign up 1,500 schools by August

TES's free cash flow (after cash interests and capex) has
materially declined in the last two years as a result of the
constant reduction in EBITDA.  While good margins and low annual
working capital and capex needs continue to provide support to
the company's cash generation, Moody's expects that TES's
Adjusted Free Cash Flow to Debt will stay in low single digit
territory over the rating horizon.

The company has an adequate liquidity supported by GBP21 million
cash and a small undrawn GBP20 million revolving credit facility
at the end of May 2016.  TES is not exposed to any material debt
maturities until July 2020, however there are GBP8.2 million of
deferred and contingent payments linked to recent acquisitions
which are due in the next 12 months.  The RCF has one springing
covenant, based on a senior secured net leverage ratio, which is
tested if the facility is drawn for more than 30%.  After the
Aug. 31, 2016, the covenant level has step down to 7.75x from
8.80x.  At the end of May 2016, the company reported a net
leverage ratio of 6.5x.


The negative outlook reflects our expectation that TES will
continue to experience volume and yield pressure which will limit
the company's ability to deleverage toward a Moody's adjusted
leverage of 6.0x.  The outlook also incorporates our expectation
that the company will not embark on any transforming acquisitions
or make debt-funded shareholder distributions.  An outlook
stabilization would require the company to demonstrate an ability
to reverse the current decline in profitability of its core
hiring business, with improvements in reported advertising yield
and volume.


Upward pressure on the rating could arise if the Moody's-adjusted
debt/EBITDA falls towards 5.0x on a sustained basis, FCF/debt
materially exceeds 7.5%, the company returns to a pattern of
improving trading performance and the Content business moves to
breakeven on a reported EBITDA basis.


Downward pressure on the rating could arise if the weaknesses in
operating performance were to become more pronounced such as
Moody's-adjusted gross leverage does not fall below the current
level of around 7x, pro-forma for the acquisitions, or Moody's
adjusted EBITDA minus capex coverage of interest expenses falls
below 1.5x on a sustained basis and/or liquidity position
deteriorates.  Moody's could also consider downgrading the
ratings in the event of any material debt-funded acquisitions,
changes in financial policy or significant changes to the
competitive landscape.

TES Global Holdings Limited (formerly TSL Education Group
Limited) (TES) is a leading provider of teacher recruitment
classifieds, or vacancy, advertisements for secondary and primary
schools in the UK.  The company offers placement of these teacher
recruitment advertisements through its proprietary print and
digital on-line media offering.  Its digital platform is the
world's largest network of teachers, providing a marketplace for
content sharing and teacher recruitment.  In June 2014, the
company expanded its activities beyond recruitment of permanent
roles, with the acquisition of a leading provider of temporary
supply teachers to UK schools.  TES's strategy to strengthen
further its position in the supply teachers market has resulted
in making two additional acquisitions in this segment to date.

For the last twelve months to May 2016, TES reported revenue of
GBP131 million and company's adjusted EBITDA of GBP41 million
(31.6% margin).


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  Go to 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

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