TCREUR_Public/161130.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 30, 2016, Vol. 17, No. 237


                            Headlines


B E L A R U S

BELARUSIAN REPUBLICAN: Fitch Affirms 'B-' IFS Rating


F R A N C E

KERNEOS HOLDING: Moody's Affirms B1 CFR, Outlook Stable
LOXAM SAS: S&P Affirms 'BB-' CCR on Planned Hune Acquisition
OBERTHUR TECHNOLOGIES: Moody's Affirms B2 CFR, Outlook Stable


G E R M A N Y

CORNERSTONE TITAN: Fitch Affirms 'Csf' Rating on Class A2 Notes


G R E E C E

FREESEAS INC: Alpha Capital Holds 7.4% Stake as of Nov. 16
PUBLIC POWER: S&P Affirms 'CCC-' CCR on Ongoing Liquidity Risk
SEANERGY MARITIME: Discloses Pricing of $3.6MM Direct Offering


I R E L A N D

DECO 2015: Moody's Affirms Ba3 Rating on Class D Notes
EUROPEAN RESIDENTIAL 2016-1: Moody's Rates Class C Notes (P)Ba3
IRISH BANK: Liquidators Obtain Approval for Repayment Process


I T A L Y

MONTE DEI PASCHI: Doubts Remain Amid Recapitalization


L U X E M B O U R G

GAZ CAPITAL: Moody's Rates CHF500MM Sr. Unsec. LPNs 'Ba1'
PENTA CLO 1: Moody's Raises Rating on Class E Notes to Ba1


M A C E D O N I A

SKOPJE MUNICIPALITY: S&P Affirms 'BB-' ICR, Outlook Stable


N E T H E R L A N D S

HARBOURMASTER CLO 6: Fitch Affirms 'CC' Ratings on 3 Note Classes


N O R W A Y

AKER BP: Egan-Jones Assigns 'B-' Sr. Unsecured Debt Ratings


P O L A N D

ZABRZE CITY: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable


R U S S I A

KRASNOYARSK KRAI: S&P Affirms 'BB-' ICR, Outlook Stable
KRASNOYARSK REGION: Fitch Affirms 'BB+' LT Issuer Default Ratings
RICB RINVESTBANK: Liabilities Exceed Assets, Assessment Shows
T2 RTK: Fitch Affirms 'B+' Issuer Default Rating, Outlook Neg.
TERRA CJSC: Liabilities Exceed Assets, Assessment Shows

VOLZHSKIY CITY: Fitch Affirms 'B+' LT Issuer Default Ratings


S P A I N

CAIXABANK PYMES: DBRS Assigns Final CC Rating to Series B Notes
CATALONIA: S&P Affirms 'B+/B' ICRs, Outlook Negative
IM GRUPO VII: Moody's Assigns (P)Caa2 Rating to Class B Notes
ISOLUX CORSAN: S&P Affirms Then Withdraws 'CC/C' CCRs
VALENCIA: S&P Affirms 'BB/B' ICRs on Very High Tax-Supported Debt


S W E D E N

ARISE AB: Egan-Jones Assigns 'B' Sr. Unsecured Debt Ratings


U K R A I N E

PRIVAT: Fitch Affirms 'CCC' Long-Term Issuer Default Ratings


U N I T E D   K I N G D O M

659 TAXIS: Enters Administration, Seeks Buyers
ASCENTIAL: S&P Raises CCR to 'BB' Then Withdraws Rating
BOLTON: Boardroom Talks Progress as Firm Face Administration
CLAVIS SECURITIES 2006-1: Fitch Cuts Class A3a Notes Rating to B
DRAX POWER: S&P Puts 'BB' CCR on CreditWatch Positive

GB ENERGY: Energy Suppliers Submit Bids Following Collapse
LOVE COFFEE: Defends Company Voluntary Arrangement Proposal
QUOTIENT LIMITED: Inks Separation Agreement With CFO
REGAIN POLYMERS: Wants to Enter CVA after Credit Limit Reduction
THOMAS COOK: Moody's Assigns B1 Rating to EUR300MM Sr. Notes

XCITE ENERGY: Liquidation Petition Hearing Set for December 5
XELO PLC: S&P Raises Rating on Series 2007 Tranche to 'B-p'
ZEVEN MEDIA: Goes Into Voluntary Liquidation


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B E L A R U S
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BELARUSIAN REPUBLICAN: Fitch Affirms 'B-' IFS Rating
----------------------------------------------------
Fitch Ratings has affirmed Belarusian Republican Unitary
Insurance Company's (Belgosstrakh) Insurer Financial Strength
(IFS) rating at 'B-'. The Outlook is Stable.

KEY RATING DRIVERS

The rating and Outlook mirror Belarus's 'B-'/Stable Local
Currency Long-Term Issuer Default Rating (IDR) and reflect the
insurer's 100% state ownership. The rating also reflects the
presence of guarantees for insurance liabilities under compulsory
lines, the insurer's leading market position in a number of
segments in Belarus, its sustainable profitability, adequate
capital position, and the low quality of its investment
portfolio.

Belgosstrakh has a market-leading positon in Belarus as the
exclusive provider of a number of compulsory lines, including
state-guaranteed employers' liability, homeowners' property,
agricultural insurance and a number of other more minor lines.
The Belarusian state has established strong support for
Belgosstrakh in its legal framework, including direct guarantees
on policyholder obligations under compulsory lines and through
significant capital injections in previous years.

Belgosstrakh's operating performance has been profitable for the
last five years with net profit reaching BYN54m in 2015 (2014:
BYN19m). The improvement in 2015 was mainly achieved through one-
off FX gains on investments of BYN35m, which occurred due to a
devaluation of the Belarus rouble. The investment result offset a
moderate underwriting loss for the regular portfolio (excluding
two government-guaranteed lines with a specific reserving
methodology). In 9M16 the insurer reported net income of BYN24m
(9M15: BYN53m), which is underpinned by robust investment income
and an improved, albeit still negative underwriting result for
regular portfolio.

Belgosstrakh's regular non-life portfolio has made moderate
underwriting losses in recent years. Its loss ratio remained
relatively stable at 56.5% in 2015 (2014: 59.0%), a significant
improvement from the five-year average between 2011 and 2015 of
63.3%. Belgosstrakh reported a modest negative underwriting
result for the regular portfolio in 9M16, with a loss ratio of
57.3%. Significant reserve strengthening for voluntary property
insurance has been slightly offset by stronger underwriting
results for accident line and for financial risks insurance in
9M16.

Under Fitch's Prism factor-based capital model, Belgosstrakh's
risk-adjusted score was 'Adequate' based on 2015 results.
Belgosstrakh's statutory solvency margin, assessed similarly to
Solvency I principles, was 11x at end-9M16 (2015: 13x).

Belgosstrakh's investment portfolio is concentrated in sovereign
assets. The ability to achieve better investment quality is
limited by the narrowness of the Belarus capital market and
strict regulation of Belgosstrakh's investment policy.

RATING SENSITIVITIES

Any change in Belarus's Local Currency Long-Term IDR is likely to
lead to a corresponding change in the insurer's IFS rating.

Any significant change in the insurer's relationship with the
government would also be likely to have a direct impact on the
insurer's ratings


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F R A N C E
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KERNEOS HOLDING: Moody's Affirms B1 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating and the B1-PD probability of default rating (PDR) of
France-based calcium aluminate cements (CAC) manufacturer Kerneos
Holding Group SAS.  Concurrently, Moody's has assigned
provisional (P)B1 (LGD3) ratings to the proposed EUR445 million
senior secured Term Loan B (maturing 2023) and the proposed
senior secured EUR60 million Revolving Credit Facility (RCF,
maturing 2022), to be raised by Kerneos Corporate SAS, Kerneos
Holding North America, Inc. and Kerneos Group SAS as co-
borrowers.  The term loan proceeds will be used to refinance the
group's existing EUR375 million senior secured notes (due 2021,
EUR350 million rated) plus accrued interest, issued by Kerneos
Corporate SAS, to fully redeem all outstanding preferred equity
certificates (PECs) including accrued interest, to pay fees for
the early redemption of the notes as well as expected transaction
costs.  The outlook on all ratings is stable.

Upon completion of the proposed refinancing, Moody's will
withdraw the B1 (LGD3) rating on the group's existing senior
secured notes, issued by Kerneos Corporate SAS.  Furthermore,
Moody's might move the CFR to the level of Kerneos Group SAS
(parent of Kerneos Holding Group SAS), which the agency
understands will become a borrower of the proposed new term loan.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect the agency's preliminary
opinion regarding the contemplated transaction.  Subsequent to a
conclusive review of the final documentation, Moody's will
endeavor to assign definitive ratings to the proposed new debt
instruments.  Definitive ratings may differ from provisional
ratings.  This is particularly important in the context of the
shareholder loans sitting at the level of Kerneos Group SAS,
which Moody's expects to become the ultimate holding company of
the restricted group following the refinancing.  Moody's expects
that the documentation of the shareholder loan instruments will
meet its criteria for equity treatment.

                         RATINGS RATIONALE

The affirmation of the CFR reflects the expectation that Kerneos
will be able to reduce its initially elevated leverage following
the refinancing to levels more consistent with the B1 rating
category over the next 2 years.  Given the increase in
indebtedness by approximately EUR70 million, as the refinancing
includes the repayment of all outstanding PECs (about
EUR51 million including accrued interest), which Moody's
considers as equity, Kerneos' leverage as adjusted by Moody's
will exceed 5x debt/EBITDA at the expected closing date as of
Dec. 31, 2016. Although exhausting the agency's guidance for a B1
rating (leverage materially above 4.5x) and positioning the group
weakly in its rating category initially, Moody's expects leverage
to gradually decline towards 4.5x over the next quarters.  Absent
anticipated material debt repayments, de-leveraging will
primarily depend on growth in Kerneos' profits, which Moody's
expects to continue, albeit at a slower pace than during 2016.
While EBITDA as adjusted by Kerneos for non-recurring items
strongly increased to about EUR76 million (+12.8% yoy) in the
three quarters ended September 2016 (3Q-16), this was partly
driven by scope effects (including synergies) of EUR4.8 million
related to the acquisition of European Bauxites in February 2015.
For the next two years, Moody's expects Kerneos' profits to be
fuelled by sustained healthy demand in its building chemistry
segment (4.8% yoy sales increase in 3Q-16), which should more
than compensate challenges experienced in the refractory
business, where sales shrank 12% in 3Q-16 yoy (or 8.3% at
constant currencies) given the slowdown in worldwide steel
production, which Moody's projects to continue to decline over
the next 12-18 months.  In addition, Moody's expects the group to
lift further synergies and to achieve cost savings through
productivity improvements.  This should support profitability to
be maintained around current levels (Moody's-adjusted EBITDA
margin of 23-24%), even considering an environment of intense
price pressure and potentially increasing energy costs.

Moreover, the rating action takes into account an expected slight
reduction in interest costs following the refinancing, even
despite the increase in debt.  Correspondingly, the group's
interest coverage and free cash flow generation will improve,
including an EBIT/interest expense measure around 2.2x (Moody's
adjusted), which is supportive of the assigned B1 CFR.

                            LIQUIDITY

Kerneos' liquidity will remain adequate.  Pro-forma for the
proposed transaction as of Dec. 31, 2016, Moody's expects the
group to have access to relatively small cash position on the
balance sheet of around EUR13 million.  Together with other cash
sources, including funds from operations of more than EUR60
million, this will be sufficient to cover the group's upcoming
cash needs over the next 12-18 months such as minor working
capital consumption and capital expenditures (capex) of about
EUR45 million in 2017, including expansionary capex for a new
mill facility in the US.

The liquidity assessment also assumes that Kerneos will have full
access to its proposed new EUR60 million RCF, which Moody's
expects to remain undrawn at transaction closing, but might be
utilized from time to time to fund seasonal working capital
spending with typical intra-year swings of EUR15-20 million.

There will be a springing net leverage covenant negotiated in the
new debt documentation, which is tested only when the RCF is
drawn by more than 35% and expected to be set with ample
headroom.

                     STRUCTURAL CONSIDERATIONS

In Moody's loss-given-default (LGD) analysis, the new senior
secured term loan and the new senior secured RCF rank pari-passu
in terms of priority of claims and, together with trade payables,
rank ahead of unsecured pension obligations, leases and smaller
unsecured indebtedness at the level of operating companies, which
will not be refinanced.  The new term loan and RCF will be
guaranteed by material subsidiaries of the group representing
about 80% of consolidated EBITDA and consolidated total assets
and are secured by certain assets of the group.  Given the
absence of material junior-ranking debt, the senior secured
credit facilities are rated (P)B1 in line with the CFR.

The group's shareholder loans are excluded from the LGD
assessment.  Moody's expects the documentation for the
shareholder loans (about EUR160 million in total), raised at the
level of Kerneos Group SAS to fund its acquisition in March 2014,
to be amended to meet Moody's criteria for equity treatment.

                               OUTLOOK

The stable outlook assumes that Kerneos will maintain its strong
profitability with Moody's-adjusted EBITDA margins of around 23%-
24%, while returning to organic sales growth in the upcoming
quarters in view of gradually stabilizing volumes in the
refractory segment and sustained buoyant demand in the building
chemistry segment.  Moreover, the stable outlook incorporates the
expectation that Kerneos will reduce its leverage towards 4.5x
debt/EBITDA over the next 12-18 months and generate consistent
positive free cash flow.

               WHAT COULD CHANGE THE RATING UP/DOWN

Moody's might downgrade Kerneos if (1) leverage was not steadily
reduced towards 4.5x debt/EBITDA (Moody's-adjusted), (2) interest
coverage weakened to below 1.5x EBIT/interest expense, (3) free
cash flow turned negative, and/or (4) liquidity were to
deteriorate.

Upward pressure on the ratings would evolve if (1) leverage were
to decline to below 4x debt/EBITDA on a sustained basis, (2)
interest coverage strengthened to at least 2.5x EBIT/interest
expense, and (3) free cash flow generation improved
significantly, exemplified by FCF/debt ratios in the mid- to
high-single-digit percentages.

Kerneos Holding Group SAS, headquartered in Paris La Defense, is
the world's leader in the Calcium Aluminates Cement (CAC) market
by a wide margin in an otherwise very fragmented niche industry.
The group provides performance binders to monolithic refractory
manufacturers (primarily for the steel, glass and cement
industries) and to dry-mix mortar producers which use CAC as
performance binders in mortars to achieve certain end-product
properties.  Kerneos generated revenues of EUR415 million and
reported EBITDA (before non-recurring items) of almost EUR99
million (23.8% margin) in the 12 months through 30 September
2016. Kerneos is owned by private equity firm Astorg Partners
since 2014.


LOXAM SAS: S&P Affirms 'BB-' CCR on Planned Hune Acquisition
------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB-' long-term
corporate credit rating on France-based equipment rental company
Loxam SAS.  The outlook is stable.

At the same time, S&P affirmed its 'BB-' rating on Loxam's senior
secured debt.  The recovery rating remains at '3', indicating
S&P's expectation of meaningful recovery (50%-70%; lower half of
the range) in the event of a payment default.

S&P also affirmed its 'B' rating on the company's subordinated
debt.  The recovery rating of '6' reflects S&P's expectation of
negligible recovery (0%-10%) in the event of a default.

The affirmation follows Loxam's announcement that it has entered
negotiations with the shareholders of the Hune Group to acquire
the Spanish rental business.  Loxam also announced a share
buyback of 11% of its share capital for an amount slightly above
EUR100 million.  Although the purchase price is undisclosed, S&P
assumes that transactions will be financed with cash on the
balance sheet (which amounts to EUR210 million as of September
2016).  In addition, management plans to raise EUR50 million of
debt through bilateral loans and finance leases to finance the
capital expenditure (capex) for the fourth quarter of 2016.  As a
result, S&P expects Loxam's credit metrics to weaken, with debt
to EBITDA approaching 4x and funds from operations (FFO) to debt
slightly below 20% in 2016-2017.  In addition, S&P notes that
headroom under the current adequate liquidity assessment has been
exhausted by the proposed transaction, on a pro forma basis.

S&P forecasts about EUR200 million of gross fleet capex for the
full year 2016 and EUR260 million in 2017.  S&P therefore expects
no material improvement in free operating cash flow (FOCF)
generation in 2016 and 2017.  Nevertheless, S&P notes that
Loxam's business model gives it the flexibility to significantly
reduce capex in a downturn and preserve its free cash flow
generation.

The company has a track record of expanding through acquisitions.
S&P views the recently announced Hune acquisition, in conjunction
with the share buyback, as indicative of an aggressive financial
policy.  Although S&P do not incorporate any further sizable
acquisitions in its forecast, given Loxam's recent track record,
S&P can't fully discount the possibility of such additional
acquisitions over the medium term.

Hune is one of the leading equipment rental companies in Spain
with a network of 35 branches.  It also operates branch networks
in Portugal and France and joint-ventures in Saudi Arabia and
Colombia.  In 2015, Hune's consolidated revenue amounted to
EUR67 million.  The proposed acquisition will strengthen Loxam's
positions in the Spanish market but is unlikely to change S&P's
current view of Loxam's business risk profile as fair.  Hune
exhibits slightly lower EBITDA margins than the Loxam group as a
whole.  However, S&P believes that Loxam will be able to maintain
profitability in line with historical levels, benefiting from
improved growth prospects in construction markets, the
consolidation of existing branches, and an increase in
utilization rates for new stores.  S&P therefore expects reported
EBITDA to be broadly in the range of 32%-33% in 2016 and 2017.

Loxam has a well-maintained fleet of rental equipment.  The
company also demonstrated its ability to reduce fleet investment
significantly when earnings growth subsides through active fleet
management measures.

Although Loxam's geographic footprint is relatively narrow and
focused on France, S&P takes a positive view of its sizable
domestic market share of about 20%.  S&P thinks it will be able
to sustain this market position thanks to its longstanding
relationships with the main French contractors and its dense
branch network.  In addition, recent acquisitions have helped the
company to diversify its business away from purely French
operations.  Loxam holds significant positions in other European
countries, such as Denmark, Belgium, Luxembourg, and The
Netherlands, where the company generates about 21% of its total
revenues.

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

   -- France's real GDP growth to average about 1.4% per year in
      2016-2017.

   -- The French construction sector to recover in 2016 after
      four years of contraction.  S&P forecasts nonresidential
      activity to show a modest growth rate of 1.2% in 2016 and
      then become more dynamic in 2017 with 2.7% growth.  Civil
      engineering will be constrained in 2016 (growth of -0.7%)
      as the government has cut the subsidies to local
      authorities until 2017.  S&P expects the market to recover
      in 2017 with growth of 2.3%.

   -- Loxam to grow revenues by approximately 10% in 2016 to
      EUR927 million due to the acquisition of Hertz, and by
      about 10%-12% in 2017 in line with construction market
      dynamics and the consolidation of Hune.

   -- Reported EBITDA margin of about 32%-33% in 2016-2017
      similar to previous years, supported by ongoing cost-saving
      measures, the consolidation of existing branches, and an
      increase in utilization rates for new stores.  S&P believes
      that profitability will be held back from further
      improvement by the lower contribution of the Hune business
      and lower gains from disposals.

   -- Annual capex of at least EUR200 million in 2016, rising to
      at least EUR260 million in 2017 as the company expands its
      fleet.

   -- Possible small bolt-on acquisitions of up to EUR50 million
      in 2017 and possible larger acquisitions, which S&P would
      assess separately.

   -- A small dividend distribution of about EUR5 million.

Based on these assumptions, S&P arrives at these credit measures
in 2016-2017:

   -- Debt to EBITDA close to 3.8x-4x.
   -- FFO to debt of 15%-20%.
   -- Negative FOCF.

The stable outlook reflects S&P's expectation that in the next 12
months the company will benefit from a pickup in the French
construction market and deliver strong operating performance.
S&P anticipates S&P Global Ratings-adjusted debt to EBITDA of
lower than 3.8x-4x and adjusted FFO to debt of 15%-20%.  S&P's
stable outlook also assumes the successful integration of Hune.

S&P might consider a negative rating action if Loxam is unable to
balance growth and capex, which could lead to sizable negative
FOCF generation, with FFO to debt falling below 15% and debt to
EBITDA rising above 4.5x without near-term prospects for
recovery. S&P could also lower the rating if Loxam's financial
policy became even more aggressive, including large, unexpected
debt-funded acquisitions and significantly higher capex.  The
rating could also come under pressure if it any time the
company's liquidity is no longer at least adequate.

S&P might raise the ratings if Loxam achieved and sustained
stronger credit metrics, with FFO to debt above 25% and debt to
EBITDA below 3.5x consistently.  The upgrade would be contingent
on Loxam generating at least neutral FOCF.  Stronger credit
metrics could result from substantially reduced absolute debt,
combined with better-than-anticipated operating performance and a
more conservative financial policy.


OBERTHUR TECHNOLOGIES: Moody's Affirms B2 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and the B2-PD probability of default rating of Oberthur
Technologies Group S.A.S.  Concurrently, Moody's has affirmed the
B1 rating of the USD280 million senior secured term loan due 2019
raised by Oberthur Technologies of America Corp., the B1 rating
of the EUR260 million senior secured term loan due 2019 and
EUR88 million senior secured revolving credit facility raised by
Oberthur Technologies S.A. and the Caa1 rating of the EUR190
million guaranteed senior global notes due 2020 issued by
Oberthur Technologies Group S.A.S.  The outlook on all ratings is
stable.

In addition, Moody's has assigned a B2 rating to a new EUR2,100
million refinancing and acquisition 7-year senior secured term
loan due 2023 and a B2 rating to a new EUR300 million 6-year
senior secured revolving credit facility to be borrowed by
Oberthur Technologies Group S.A.S, Oberthur Technologies of
America Corp. and Oberthur Technologies S.A. This new facility
will refinance all existing rated debt and Moody's expects to
withdraw the ratings on these existing instruments on closing
(expected in December 2016).

"The rating affirmation reflects the anticipated improvement in
business profile which will result from the proposed acquisition
of Safran's Identity and Security business ("Morpho"), which
mitigates the initial estimated pro-forma increase in adjusted
leverage to 6.4x," says Colin Vittery, a Moody's Vice
President -- Senior Analyst and lead analyst for Oberthur.

                         RATINGS RATIONALE

Moody's estimates that the acquisition of Morpho, which is debt
and equity financed and which is due to close in H1 2017, subject
to customary regulatory approvals, will initially increase
leverage from 5.6x (LTM 30th September 2016 based on management
unaudited accounts) to 6.4x (estimated pro-forma for 31st
December 2016).  Moody's expects that there will be moderate
deleveraging in 2017 but that EBITDA growth and free cash flow
(FCF) generation will improve markedly in 2018, as existing cost
initiatives and acquisition synergies flow through to earnings.

The acquisition of Morpho is considered to be complementary and a
credit positive for Oberthur's business profile.  The acquisition
will diversify earnings by introducing a new business vertical,
Security, which has an international market leading position.
The relatively small banking and telecom card business of Morpho
will add to Oberthur's existing offer, whilst the combination of
Oberthur's existing Civil Identity business with Morpho's
Identity business will create a strong offer from one that was
previously considered to be sub-scale.  Oberthur's revenues are
forecast to increase from EUR1.2 billion to EUR2.8 billion pro-
forma for the acquisition which brings it close to its principal
market leading competitor, Gemalto (unrated) and distances it
significantly from the market number three.

Oberthur's B2 CFR reflects (1) the company's strong market
positions enhanced by a complementary acquisition that
significantly increases scale; (2) the high barriers to entry in
its businesses; (3) the high customer and geographical
diversification; (4) the increasing exposure to growth markets;
and (5) improving revenue visibility.

However, the rating remains constrained by (1) the company's weak
FCF-to-Debt generation forecast at well below 5% for the next 18
months; (2) the high Moody's adjusted leverage of 6.4x at
acquisition closing (pro-forma forecast at 31st December 2016),
expected to trend down towards 5.6x in 18 months time; (3) the
integration risk associated with the Morpho acquisition and the
need to deliver existing cost savings initiatives and acquisition
synergies in order to delever; (4) the relatively higher level of
earnings volatility from the Mobile Network Operators (MNO)
segment subject to continuing pricing pressure and the Connected
Devices and Identity businesses which includes large one-off
projects; and (5) the continuing risk of technological
development.

                   RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects the fact that Moody's considers it
highly likely that the Morpho acquisition will close as scheduled
in H1 2017 and that this will significantly improve both the
scale and business profile of Oberthur.  Moody's expects limited
deleveraging from high opening levels in 2017 but anticipates
certain margin enhancement from existing cost savings
initiatives. Negative rating pressure may arise if there are
signs of either a deterioration in operating performance or
liquidity.

WHAT COULD CHANGE THE RATING UP / DOWN

Positive pressure could develop if Oberthur (1) reduces adjusted
leverage sustainably below 5.0x, or (2) generates adjusted FCF-
to-Debt above 5% on a sustained basis.

Negative pressure could arise if (1) adjusted leverage is
sustained above 6.0x, or (2) Oberthur experiences sustained
negative FCF, potentially impairing its liquidity position.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Oberthur Technologies Group S.A.S.
  Backed Senior Secured Bank Credit Facility, Assigned B2

Affirmations:

Issuer: Oberthur Technologies Group S.A.S.
  LT Corporate Family Rating, Affirmed B2
  Probability of Default Rating, Affirmed B2-PD
  Backed Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Issuer: Oberthur Technologies of America Corp.
  Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Oberthur Technologies S.A.
  Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Issuer: Oberthur Technologies Group S.A.S.
  Outlook, Remains Stable

Issuer: Oberthur Technologies of America Corp.
  Outlook, Remains Stable

Issuer: Oberthur Technologies S.A.
  Outlook, Remains Stable

Incorporated in France, Oberthur Technologies Group S.A.S.
benefits from its number two global position in the manufacturing
of smartcards behind Gemalto, the global leader.  The company
splits its activities between three operating segments: FSI (60%
of group revenues in the first nine months of FY 2016), MNO
(22%), and Connected Device Makers (18%).  The group has been
majority owned by the private equity firm Advent International
since November 2011.

On Sept. 29, 2016, it was announced that the Group is in
exclusive talks to acquire Safran's Identity and Security
business, Morpho, for EUR2,425 million.  The acquisition is
expected to close in H1 2017 and is subject to customary
approvals.


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G E R M A N Y
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CORNERSTONE TITAN: Fitch Affirms 'Csf' Rating on Class A2 Notes
---------------------------------------------------------------
Fitch Ratings has affirmed Cornerstone Titan 2007-1 plc's ratings
as follows:

   -- EUR18.9class A2 (XS0288055600) affirmed at 'Csf'; Recovery
      Estimate (RE) revised to RE80% from 0%

   -- EUR36.5m class B (XS0288056673) affirmed at 'Dsf'; RE0%

   -- EUR0m class C (XS0288057218) affirmed at 'Dsf'; RE0%

   -- EUR0m class D (XS0288057648) affirmed at 'Dsf'; RE0%

   -- EUR0m class E (XS0288058885) affirmed at 'Dsf'; RE0%

   -- EUR0m class F (XS0288059420) affirmed at 'Dsf'; RE0%

   -- EUR0m class G (XS0288060196) affirmed at 'Dsf'; RE0%

Cornerstone Titan 2007-1 plc is a CMBS transaction secured by one
loan backed by commercial real estate assets in Germany (two
other borrowers are in the process of being wound up).

KEY RATING DRIVERS

The affirmation reflects the lack of change since the last rating
action. Resolution of the remaining GRP II loan, which is subject
to an insolvency process, has been slow. Issuer default is
considered imminent. However, notwithstanding an appeal lodged
with the Court of Appeal, the High Court's quashing of the claim
of underpayment made by class X noteholders has allowed the
Recovery Estimate on the class A2 notes to be revised upward.

The class X noteholder's claim had threatened to divert proceeds
away from the A2 notes, potentially in full. Therefore, should
the Court of Appeal find in favour of the appellant, recoveries
could fall well short of the 80% currently estimated.

Fitch estimates 'Bsf' loan recoveries of EUR14m.

RATING SENSITIVITIES

At the legal final maturity of the notes in January, the class A2
notes will be downgraded to 'Dsf' and withdrawn within 11 months.

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

No third party due diligence was provided or reviewed 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 were
material to this analysis. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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


===========
G R E E C E
===========


FREESEAS INC: Alpha Capital Holds 7.4% Stake as of Nov. 16
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Alpha Capital Anstalt disclosed that as of Nov. 16,
2016, it beneficially owns 20,300,000 shares of common stock of
FreeSeas, Inc., which represents 7.404% (based on the total of
[274,156,481] outstanding shares of Common Stock).  A full-text
copy of the regulatory filing is available for free at:

                     https://is.gd/vtXumy

                      About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas reported a net loss of US$52.94 million on US$2.30
million of operating revenues for the year ended Dec. 31, 2015,
compared to a net loss of US$12.68 million on US$3.77 million of
operating revenues for the year ended Dec. 31, 2014.  As of
Dec. 31, 2015, FreeSeas had US$18.71 million in total assets,
US$35.47 million in total liabilities and a total shareholders'
deficit of US$16.76 million.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company has incurred recurring operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under
its loan facilities and has not complied with certain covenants
included in its loan agreements and is in default in other
agreements with various counter parties.  Furthermore, the vast
majority of the Company's assets are considered to be highly
illiquid and if the Company were forced to liquidate, the amount
realized by the Company could be substantially lower that the
carrying value of these assets.  These conditions among others
raise substantial doubt about the Company's ability to continue
as a going concern.


PUBLIC POWER: S&P Affirms 'CCC-' CCR on Ongoing Liquidity Risk
--------------------------------------------------------------
S&P Global Ratings said that it had affirmed its 'CCC-' long-term
corporate credit rating on Greek utility Public Power Corp. S.A.
(PPC).  The outlook remains negative.

S&P affirmed the rating because of the lasting high liquidity
risks stemming from macroeconomic conditions in Greece, which S&P
forecasts will continue in 2017, and the shrinking funding
sources available to PPC.

S&P's 'CCC-' long-term rating on PPC and its liquidity position
uniquely depend upon the distressed Greek banking system, in
S&P's view.  Without timely intervention from the systemic banks,
with which PPC is negotiating the funding package of EUR200
million, S&P sees a high risk that PPC will run out of cash in
the second quarter of 2017.

S&P expects the financing to be granted and approved by January
2017, which should allow PPC to extend debt maturities and also
provide comfort to bondholders.

At the same time, in the medium term, S&P expects cash to be
stabilized by PPC's disposal of 49% of IPTO, its transmission
network, and working capital to be streamlined while the Greek
economy recovers.

Moreover, S&P understands that the electricity market reform has
empowered PPC's collection activities from customers in arrears.
In fact, PPC's collection has already shown the first signs of
recovery in 2016, beating our expectations.

S&P therefore expects working capital cash absorption to decrease
as of year-end 2016 to slightly below EUR300 million versus about
EUR465 million at year-end 2015.

However, despite some positive developments in working cash
management in 2016 thanks to the resolution of a pricing dispute
with Aluminium of Greece and positive developments in customers'
settlements, S&P still sees PPC's cash collection efforts being
constrained mainly by Greece's weak economic conditions and the
population's unfavorable payment behavior.  Hence, S&P expects
working capital to increase in 2017, also taking into account the
impact of the regulatory obligation to cover renewable energy
source account deficits.

PPC's liquidity is further eroded by relatively inflexible
capital spending needs to maintain operational asset quality.
S&P expects the sale of 49% of IPTO to support liquidity.  The
transaction could be finalized by midyear 2017.

Given the group's financing needs for the 12 months started
Oct. 1, 2016, S&P continues to see liquidity risk as material.

In addition, the exercise of a material adverse conditions clause
remains unpredictable, given that a number of credit lines--
notably those provided by German government-related development
bank KfW and the European Investment Bank (EIB)--include such a
clause.  S&P understands that exercising this clause would
trigger the early repayment of loans and the cancellation of
undrawn credit lines, which could ultimately trigger an event of
default on the outstanding bonds, owing to cross-default
provisions.  That said, the triggering of this clause seems more
remote now, given PPC's track record in past quarters and recent
drawdowns on some of these lines.

S&P believes that PPC's financial and operating performance, and
therefore its liquidity, depend on positive developments that S&P
believes are beyond PPC's control.  Moreover, given the track
record of negative political interference in PPC, S&P do not
believe that PPC has the potential to be rated above Greece
(B-/Stable/B).

The negative outlook reflects the possibility of a downgrade if
S&P believed that the ongoing deterioration of PPC's liquidity
could result in a default over the coming months.

S&P understands the company is in advanced negotiations to obtain
a EUR200 million committed facility.  S&P expects national banks
to grant this line by the end of January 2017.

A default could occur if in the next months if:

   -- PPC's credit lines were canceled;
   -- The Greek banking system did not provide the liquidity
      needed for upcoming debt maturities;
   -- The group failed to secure additional credit facilities to
      finance its future investments and debt maturities; or
   -- PPC's cash flow generation narrowed further.

S&P would likely raise the rating by one to two notches in the
coming six to 12 months if PPC is able to show improvement in its
financial and liquidity positions as a result of all the positive
actions it is currently undertaking (disposal of IPTO, sustained
improvements in cash collection, and securing of new long-term
credit lines).


SEANERGY MARITIME: Discloses Pricing of $3.6MM Direct Offering
--------------------------------------------------------------
Seanergy Maritime Holdings Corp. announced that it has entered
into a Securities Purchase Agreement with unaffiliated third
party institutional investors, pursuant to which the Company will
sell 1,305,000 shares of common stock at a purchase price of
$2.75 per share for gross proceeds of $3.6 million in a
registered direct offering.  The closing of the transaction is
expected to occur on or about Nov. 23, 2016, subject to the
satisfaction of customary closing conditions.

Maxim Group LLC acted as the exclusive placement agent for the
offering.

The Company estimates that the net proceeds from the sale of the
securities, after deducting fees and expenses, will be
approximately $3.2 million.  The net proceeds of this offering
are expected to be used for general corporate purposes, including
funding of vessel acquisitions.

The shares of common stock are being offered pursuant to a shelf
registration statement on Form F-3 (File No. 333- 205301)
previously filed and declared effective by the United States
Securities and Exchange Commission.  A prospectus supplement
relating to the offering will be filed by the Company with the
SEC. When filed, copies of the prospectus supplement, together
with the accompanying base prospectus, can be obtained at the
SEC's website at http://www.sec.govor from the offices of Maxim
Group LLC, 405 Lexington Avenue, New York, New York 10174, Attn:
Prospectus Department, or by telephone at (800) 724-0761.

                       Recent Developments

On Sept. 26, 2016, the Company entered into separate agreements
with an unaffiliated third party for the purchase of two
secondhand Capesize vessels for a gross purchase price of $20.75
million per vessel.  The Vessels are expected to be delivered
between the end of November 2016 and early January 2017, subject
to the satisfaction of certain customary closing conditions.

On Oct. 4, 2016, the Company entered into a $4.2 million loan
facility with Jelco Delta Holding Corp., an entity affiliated
with the Company's principal shareholder, to fund the initial
deposits for the Vessels.  The Loan Facility bears interest at
LIBOR plus a margin of 5%, which is payable quarterly.  On Nov.
17, 2016, the Company entered into Amendment No. 1 to the Loan
Facility, which provides that effective Nov. 10, 2016, the
principal is due on Dec. 31, 2016.  The Loan Facility is secured
by a pledge of shares in the Company's direct holding subsidiary
that owns the Company's two indirect vessel-owning subsidiaries
that have agreed to purchase the Vessels.

A full-text copy of the Form 8-K report is available at:

                      https://is.gd/XuywFC

                         About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.

As of March 31, 2016, the Company had US$206 million in total
assets, US$185 million in total liabilities, and US$21.09 million
in stockholders' equity.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit
and estimates that it may not be able to generate sufficient cash
flow to meet its obligations and sustain its continuing
operations for a reasonable period of time, that in turn raise
substantial doubt about the Company's ability to continue as a
going concern.


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


DECO 2015: Moody's Affirms Ba3 Rating on Class D Notes
------------------------------------------------------
Moody's Investors Service has affirmed the ratings of three
classes of Notes issued by DECO 2015 -- Harp Limited.

Moody's rating action is as:

  EUR55 mil. Class B Notes, Affirmed Aa3 (sf); previously on
   Feb. 5, 2016, Affirmed Aa3 (sf)
  EUR17.5 mil. Class C Notes, Affirmed Baa3 (sf); previously on
   Feb. 5, 2016, Affirmed Baa3 (sf)
  EUR12.48125 mil. Class D Notes, Affirmed Ba3 (sf); previously
   on Feb. 5, 2016, Affirmed Ba3 (sf)

Moody's does not rate the Class X Notes.

                        RATINGS RATIONALE

The ratings on the Notes are affirmed because the current credit
enhancement levels are sufficient to maintain the current
ratings, despite a marginal increase in the loss expectation of
the pool.

A key development since the last review of the transaction is
that the early prepayment of the Shamrock and New York loans
within 18 months of the deal closing has exposed the transaction
to a greater level of performance volatility linked to the single
remaining loan over a longer duration of about five and a half
years than was expected when ratings were initially assigned.
Moody's considers the Boland loan the weakest of the original
three loans in the pool.  Moody's accounted for the risk of this
longer exposure in its analysis which resulted in a marginal
increase in the loss expectation of the pool.  Additionally at
closing, the Class C Note rating was already restrained by the
modified pro rata payment structure given the Notes' potential
exposure to the Boland loan following the scheduled maturity of
the relatively stronger loans.  Meanwhile, the rating of the
Class B notes is no longer subject to a cap following the upgrade
of the Irish government bond ratings to A3 from Baa1 and long
term local-currency ceiling to Aaa from Aa1.  The rating was
initially constrained by four notches above the government bond
rating.

The ability of the borrower to sustain or enhance collateral
value especially as loan maturity approaches is a key rating
consideration.  The loan is exposed to rollover risk (85% by
passing rent let to NTMA and NAMA) both during and shortly after
the loan's scheduled maturity in April 2022.  Positively, NTMA
did not exercise its break option on a portion of its space in
September 2016.  On another NTMA lease subject to expiry in April
2017, the Borrower has been informed that NTMA will be vacating
the space.  Knight Frank having met with the tenant has indicated
that the tenant might need the space for a further 18 months.
NAMA also did not exercise its 2016 option on a portion of its
space and the lease runs until 2020.  Moody's value at refinance
of EUR47.8 million is about 18% lower than the 2015 market value.
This is due to our medium term cash flow projections which model
income falling due to the current over-rented nature of the
building as well as our expectation that vacancy and associated
costs will rise due to the property's secondary quality.

Moody's affirmation reflects a base expected loss in the range of
0%-10% of the current balance, in the same range but higher than
at closing.  Moody's derives this loss expectation from the
analysis of the default probability of the securitised loan (both
during the term and at maturity) and its value assessment of the
collateral.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in November
2016.

Other factors used in these ratings are described in "European
CMBS: 2016-18 Central Scenarios" published in April 2016.

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

Main factors or circumstances that could lead to a downgrade of
the ratings are (i) a decline in the property value backing the
underlying loan, (ii) an increase in the default probability
driven by declining loan performance or increase in refinancing
risk.

Main factors or circumstances that could lead to an upgrade of
the ratings are (i) an increase in the property value backing the
underlying loan, or (ii) a decrease in the default probability
driven by improving loan performance or decrease in refinancing
risk.


EUROPEAN RESIDENTIAL 2016-1: Moody's Rates Class C Notes (P)Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned provisional credit ratings
to the following notes to be issued by European Residential Loan
Securitisation 2016-1 DAC:

  EUR Class A Mortgage Backed Floating Rate Notes due January
   2059, Assigned (P)A2(sf)
  EUR Class B Mortgage Backed Floating Rate Notes due January
   059, Assigned (P)Baa3(sf)
  EUR Class C Mortgage Backed Floating Rate Notes due January
   2059, Assigned (P)Ba3(sf)

Moody's has not assigned ratings to EUR Class P and EUR Class D
Mortgage Backed Notes due January 2059.

This transaction represents the first securitisation transaction
that Moody's rates in Ireland that is partially backed by non-
performing loans.  The assets supporting the notes are performing
loans and NPLs extended primarily to borrowers in Ireland.

The portfolio will be serviced by Pepper Finance Corporation
(Ireland) DAC ("Pepper"; NR).  The servicing activities performed
by Pepper are monitored by the servicing consultant, Hudson
Advisors Ireland DAC ("Hudson"; NR).  Hudson has also been
appointed as back-up servicer facilitator in place to assist the
issuer to find a substitute servicer in case the servicing
agreement with Pepper is terminated.

                         RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of the PLs and NPLs, sector-wide and servicer-
specific performance data, protection provided by credit
enhancement, the roles of external counterparties, and the
structural integrity of the transaction.

In order to estimate the cash flows generated by the pool we have
split the pool into PLs and NPLs.

In analyzing the PLs, Moody's determined the MILAN Credit
Enhancement (CE) of [33]% and the portfolio Expected Loss (EL) of
[13.0]%.  The MILAN CE and portfolio EL are key input parameters
for Moody's cash flow model in assessing the cash flows for the
PLs.

MILAN CE of [33.0]%: this is above the average for other Irish
RMBS transactions and follows Moody's assessment of the loan-by-
loan information taking into account the historical performance
and the pool composition including (i) the high weighted average
current loan-to-value (LTV) ratio of [91.8]% and indexed LTV of
[104.97]% of the total pool and (ii) the inclusion of
restructured loans.

Portfolio expected loss of [13]%This is above the average for
other Irish RMBS transactions and is based on Moody's assessment
of the lifetime loss expectation for the pool taking into account
(i) the historical collateral performance of the loans to date,
as provided by the seller; (ii) the current macroeconomic
environment in Ireland and (iii) benchmarking with similar Irish
RMBS transactions.

In order to estimate the cash flows generated by the NPLs,
Moody's used a Monte Carlo based simulation that generates for
each property backing a loan an estimate of the property value at
the sale date based on the timing of collections.

The key drivers for the estimates of the collections and their
timing are: (i) the historical data received from the servicer;
(ii) the timings of collections for the secured loans based on
the legal stage a loan is located at; (iii) the current and
projected house values at the time of default and (iv) the
servicer's strategies and capabilities in maximizing the
recoveries on the loans and in foreclosing on properties.

Hedging: As the collections from the pool are not directly
connected to a floating interest rate, a higher index payable on
the notes would not be offset with higher collections from the
NPLs.  The transaction therefore benefits from an interest rate
cap, linked to one-month EURIBOR, with HSBC Bank USA, N.A. (Aa3/
(P)P-1/ A1(cr)) as cap counterparty.  The notional of the
interest rate cap is equal to the closing balance of the class A,
B and C notes.

Transaction structure: The transaction benefits from an
amortising general reserve equal to around [3.0]% of the class A,
B and C notes balance.  An additional portfolio sale reserve fund
will be established in the event part of the assets are sold
prior to the step up date in [October 2019].  Both the general
reserve and the portfolio sale reserve (once established) can
only be used for liquidity purposes and cannot be used to cure
credit losses prior to the legal maturity of the notes.  Both
reserves can only be used to cover class B and class C interest
if the respective PDL is below [10]%.  Unpaid interest on class B
and class C is deferrable with interest accruing on the deferred
amounts at the rate of interest applicable to the respective
note.

Moody's Parameter Sensitivities: The model output indicates that
if a) on the performing pool MILAN were to be increased to 39.3%
and the EL were to be increased to 15.6% and b) on the non-
performing pool house price volatility were to be increased to
5.89% from 5.35% and it would take an additional 6 months to go
through the foreclosure process the class A notes would move to
Baa1.  Moody's Parameter Sensitivities provide a
quantitative/model-indicated calculation of the number of rating
notches that a Moody's structured finance security may vary if
certain input parameters used in the initial rating process
differed.  The analysis assumes that the deal has not aged and is
not intended to measure how the rating of the security might
migrate over time, but rather how the initial rating of the
security might have differed if key rating input parameters were
varied.

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitisations Backed by Non-Performing and
Re-Performing Loans" published in August 2016.

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

Factors that may lead to an upgrade of the ratings include that
the recovery process of the NPLs produces significantly higher
cash flows realised in a shorter time frame than expected and a
better than expected performance on the PLs.

Factors that may cause a downgrade of the ratings include
significantly less or slower cash flows generated from the
recovery process on the NPLs and a worse than expected
performance on the PLs compared with our expectations at close
due to either a longer time for the courts to process the
foreclosures and bankruptcies or a change in economic conditions
from our central scenario forecast or idiosyncratic performance
factors.

For instance, should economic conditions be worse than
forecasted, falling property prices could result, upon the sale
of the properties, in less cash flows for the Issuer or it would
take a longer time to sell the properties and the higher defaults
and loss severities resulting from a greater unemployment,
worsening household affordability and a weaker housing market
could result in downgrade of the rating.  Additionally
counterparty risk could cause a downgrade of the rating due to a
weakening of the credit profile of transaction counterparties.
Finally, unforeseen regulatory changes or significant changes in
the legal environment may also result in changes of the ratings.

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

Moody's issues provisional ratings in advance of the final sale
of securities, but these ratings only represent Moody's
preliminary credit opinion.  Upon a conclusive review of the
transaction and associated documentation, Moody's will endeavour
to assign definitive ratings to the Notes.  A definitive rating
may differ from a provisional rating.  Moody's will disseminate
the assignment of any definitive ratings through its Client
Service Desk. Moody's will monitor this transaction on an ongoing
basis.


IRISH BANK: Liquidators Obtain Approval for Repayment Process
-------------------------------------------------------------
Mary Carolan at The Irish Times reports that the special
liquidators of Irish Bank Resolution Corporation have secured
court orders approving a process to repay an estimated EUR100
million in overcharged interest by the former Anglo Irish Bank.

The orders were sought arising from a High Court finding of 2011
that the bank had overcharged John Morrissey, Palmerston Road,
Ranelagh, EUR143,676 in interest on an overall sum of some
EUR31.6 million allegedly owed to it, The Irish Times discloses.

The High Court found that the overcharging arose from the bank's
misinterpretation of the terms and conditions of loan interest
which were common to the vast majority of its commercial loans,
The Irish Times relates.  The liquidators took legal advice
following that judgment and were advised that borrowers who were
overcharged interest were entitled to have claims corresponding
to the overcharged amount admitted in the special liquidation of
the bank, The Irish Times recounts.

It set up a remediation team to deal with the matter and it had
found 6,435 borrowers with 15,571 accounts which were affected,
The Irish Times notes.  Based on the team's work to date, it is
estimated that the potential total refund could be about
EUR100 million, Kieran Wallace, joint special liquidator, as
cited by The Irish Times, said in court documents.  In those
circumstances, Michael Collins SC, for Mr. Wallace, applied at
the Commercial Court to Mr. Justice Brian McGovern to approve
directions for the remediation process, The Irish Times relays.

                   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.


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


MONTE DEI PASCHI: Doubts Remain Amid Recapitalization
-----------------------------------------------------
Mariana Ionova at IFR reports that Banca Monte dei Paschi di
Siena may have got the green light for an ambitious
recapitalization, but the bank is yet to convince investors to
buy into the complex plan needed to keep the troubled lender
afloat.

Shareholders in Italy's third largest lender last week approved a
EUR5 billion recapitalization aimed at keeping the bank from
being wound down, IFR recounts.  BMPS was set to launch on Nov.
28 a debt-to-equity conversion offer that seeks to reduce the
size of a proposed share sale, IFR relates.

According to IFR, the bank's chief executive also said the share
offer could then be launched a few days after a crucial
referendum on constitutional reform takes place on Dec. 4.

BMPS also outlined the bridge financing it needs to deconsolidate
-- and eventually securitize -- EUR27.1 billion in non-performing
loans that are currently burdening its balance sheet, IFR
discloses.

The issue is that the plan hinges on multiple moving parts, some
of which are still marred by deep uncertainty, IFR states.

For one, it is not yet clear how much BMPS will raise from the
liability management exercise that will seek to assign both
institutional and retail subordinated bondholders new equity, IFR
notes.

There are also questions around the bad loans that BMPS is
shedding, with this week's bridge financing details revealing
that this piece of the puzzle is far from certain, according to
IFR.

Doubts also remain around the health of the remaining loans on
the bank's balance sheet, as a European Central Bank review of
its loan book is expected to run into mid-2017, IFR says.

                   About Monte dei Paschi

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


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


GAZ CAPITAL: Moody's Rates CHF500MM Sr. Unsec. LPNs 'Ba1'
---------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating with a loss
given default assessment of LGD4 to the CHF500 million senior
unsecured loan participation notes (LPNs) due in 2021 issued by,
but with limited recourse to, Gaz Capital S.A. (Gaz Capital, Ba1
negative), a public limited liability company incorporated in
Luxembourg.  Gaz Capital has in turn on-lent the proceeds to
Gazprom, PJSC (Gazprom, Ba1 negative) for general corporate
purposes.  Therefore, the noteholders will rely solely on
Gazprom's credit quality to service and repay the debt.

"The Ba1 rating assigned to the notes is the same as Gazprom's
corporate family rating because the notes rank on a par with the
company's other outstanding unsecured debt," says
Denis Perevezentsev, a Moody's Vice President -- Senior Credit
Officer and lead analyst for Gazprom.

LPNs were issued by Gaz Capital on Nov. 23, 2016, as Series 40
under the existing $40 billion multicurrency medium-term note
programme (rated (P)Ba1) for issuing loan participation notes.
The notes were issued for the sole purpose of financing a
euro-denominated loan to Gazprom under the terms of a
supplemental loan agreement between Gaz Capital and Gazprom
supplemental to a facility agreement between the same parties
dated Dec. 7, 2005.

                         RATINGS RATIONALE

The Ba1 rating assigned to the notes is the same as Gazprom's
corporate family rating (CFR), which reflects Moody's view that
the notes rank pari passu with other outstanding unsecured debt
of Gazprom.  The rating is also on par with the Russian
government's foreign-currency bond rating and the foreign-
currency bond country ceiling.

The noteholders will have the benefit of certain covenants made
by Gazprom, including a negative pledge and restrictions on
mergers and disposals.  The cross-default clause embedded in the
bond documentation will cover, inter alia, a failure by Gazprom
or any of its principal subsidiaries, to pay any of its financial
indebtedness in the amount exceeding $20 million.

Gazprom's Ba1 CFR reflects its strong business profile as
Russia's largest producer and monopoly exporter of pipeline gas,
owner and operator of the world's largest gas transportation and
storage system, and Europe's largest gas supplier.  Gazprom's
credit profile benefits from high levels of government support
resulting from economic, political and reputational importance of
the company to the Russian state.  The rating also recognizes
Gazprom's strong financial metrics, robust cash flow generation,
underpinned by contracted foreign-currency-denominated revenues,
and modest leverage.

The rating is constrained by Gazprom's exposure to the credit
profile of Russia and is in line with Russia's sovereign rating
and the foreign-currency bond country ceiling of Ba1.  The
company remains exposed to the Russian macroeconomic environment,
despite its high volume of exports, given that most of the
company's production facilities are located within Russia.

               WHAT COULD CHANGE THE RATINGS UP/DOWN

Upward pressure on Gazprom's ratings may develop in case of an
upgrade of Russia's sovereign rating and/or raising of the
foreign-currency bond country ceiling provided that the company's
operating and financial performance, market position and
liquidity remain commensurate with Moody's current expectations
and there are no adverse changes in the probability of the
Russian government providing extraordinary support to the company
in the event of financial distress.

The ratings are likely to be downgraded if (1) there is a
downgrade of Russia's sovereign rating and/or a lowering of the
foreign-currency bond country ceiling; (2) the company's
operating and financial performance, market position, and/or
liquidity profile deteriorate materially; and/or (3) the risk of
negative government intervention increases/materializes.

                       PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Global
Integrated Oil & Gas Industry published in October 2016.  Other
methodologies used include the Government-Related Issuers
methodology published in October 2014.

Headquartered in Moscow, Russia, Gazprom is one of the world's
largest integrated oil and gas companies.  It is focused on the
exploration, production and refining of gas and oil, as well as
the transportation and distribution of gas to domestic, former
Soviet Union and European markets.  Gazprom also owns and
operates the Unified Gas Supply System in Russia, and is the
leading exporter of gas to Western Europe.

As of Dec. 31, 2015, Gazprom had proved total oil and gas
reserves of approximately 122.2 billion barrels of oil
equivalent, with proved gas reserves of approximately 18.8
trillion cubic meters, which are equivalent to more than one
sixth of the world's total. For the last twelve months ended 30
June 2016, Gazprom produced 410 billion cubic meters of natural
gas and 52 million tonnes of liquid hydrocarbons.  For the same
period, Gazprom reported sales of RUB6.2 trillion and its
Moody's-adjusted EBITDA amounted to RUB1.9 trillion.


PENTA CLO 1: Moody's Raises Rating on Class E Notes to Ba1
----------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings on these notes issued by PENTA CLO 1 S.A.:

  EUR21,000,000 Class C Senior Subordinated Deferrable Floating
   Rate Notes due 2024, Upgraded to Aa1 (sf); previously on
   May 13, 2016, Upgraded to Aa3 (sf)

  EUR15,000,000 Class D Senior Subordinated Deferrable Floating
   Rate Notes due 2024, Upgraded to A3 (sf); previously on
   May 13, 2016, Upgraded to Baa1 (sf)

  EUR13,000,000 Class E Senior Subordinated Deferrable Floating
   Rate Notes due 2024, Upgraded to Ba1 (sf); previously on
   May 13, 2016, Affirmed Ba2 (sf)

  EUR5,500,000 Class Q Combination Notes due 2024, Upgraded to
   Aa1 (sf); previously on May 13, 2016, Upgraded to Aa3 (sf)

  EUR5,000,000 Class R Combination Notes due 2024, Upgraded to
   Aa1 (sf); previously on May 13, 2016, Upgraded to Aa3 (sf)

Moody's also affirmed the ratings on these notes issued by PENTA
CLO 1 S.A.:

  EUR240,000,000 (Current Balance: EUR 47.06M) Class A-1 Senior
   Floating Rate Notes due 2024, Affirmed Aaa (sf); previously on
   May 13, 2016, Affirmed Aaa (sf)

  EUR26,000,000 Class A-2 Senior Floating Rate Notes due 2024,
   Affirmed Aaa (sf); previously on May 13, 2016 Affirmed
   Aaa (sf)

  EUR48,000,000 Class B Senior Deferrable Floating Rate Notes due
   2024, Affirmed Aaa (sf); previously on May 13, 2016, Affirmed
   Aaa (sf)

Penta CLO 1 S.A., issued in April 2007, is a Collateralised Loan
Obligation backed by a portfolio of mostly high yield European
loans.  It is predominantly composed of senior secured loans.
The portfolio is managed by Penta Management Limited, and this
transaction ended its reinvestment period on April 6, 2014.

                         RATINGS RATIONALE

According to Moody's, the rating actions on the notes are
primarily a result of the significant deleveraging of the Class
A-1 notes following amortisation of the underlying portfolio
since the last rating action in May 2016.  Moody's notes that the
Class A-1 notes have been redeemed by EUR 40.1 million, or 17.1%
of their original balance.  As a result of this deleveraging, the
OC ratios of the senior notes have increased.  As per the trustee
report dated September 2016, the Class A, Class B, Class C, Class
D and Class E OC ratios are 263.36%, 158.93%, 153.44%, 122.50%
and 113.14% respectively, versus March 2016 levels of 204.31%,
143.76%, 127.26%, 117.62% and 110.37%.

The ratings on the combination notes address the repayment of the
rated balance on or before the legal final maturity.  For the
Classes Q and R, the rated balance at any time is equal to the
principal amount of the combination note on the issue date minus
the sum of all payments made from the issue date to such date, of
either interest or principal.  The rated balance will not
necessarily correspond to the outstanding notional amount
reported by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.  In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR164.6
million, defaulted par of EUR 14.28 million, a weighted average
default probability of 20.81% (consistent with a WARF of 3163
with a weighted average life of 4.10 years), a weighted average
recovery rate upon default of 46.63% for a Aaa liability target
rating, a diversity score of 16 and a weighted average spread of
4.24%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool.  The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool.  In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors.  Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in October 2016.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate of
the portfolio.  Moody's ran a model in which it lowered the
weighted average recovery rate of the portfolio by 5%; the model
generated outputs that were within one notch of the base-case
results.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of uncertainty about credit conditions in the
general economy.  CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behaviour and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to because of embedded ambiguities.

Additional uncertainty about performance is due to:

  1) Portfolio amortization: The main source of uncertainty in
     this transaction is the pace of amortization of the
     underlying portfolio, which can vary significantly depending
     on market conditions and have a significant impact on the
     notes' ratings.  Amortization could accelerate as a
     consequence of high loan prepayment levels or collateral
     sales by the collateral manager or be delayed by an increase
     in loan amend-and-extend restructurings.  Fast amortization
     would usually benefit the ratings of the notes beginning
     with the notes having the highest prepayment priority.

  2) Around 14.11% the collateral pool consists of debt
     obligations whose credit quality Moody's has assessed by
     using credit estimates.  As part of its base case, Moody's
     has stressed large concentrations of single obligors bearing
     a credit estimate as described in "Updated Approach to the
     Usage of Credit Estimates in Rated Transactions," published
     in October 2009 and available at:

    http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_120461

  3) Recovery of defaulted assets: Market value fluctuations in
     trustee-reported defaulted assets and those Moody's assumes
     have defaulted can result in volatility in the deal's over-
     collateralization levels.  Further, the timing of recoveries
     and the manager's decision whether to work out or sell
     defaulted assets can also result in additional uncertainty.
     Moody's analyzed defaulted recoveries assuming the lower of
     the market price or the recovery rate to account for
     potential volatility in market prices.  Recoveries higher
     than Moody's expectations would have a positive impact on
     the notes' ratings.

  4) Long-dated assets: The presence of assets that mature beyond
     the CLO's legal maturity date exposes the deal to
     liquidation risk on those assets.  Moody's assumes that, at
     transaction maturity, the liquidation value of such an asset
     will depend on the nature of the asset as well as the extent
     to which the asset's maturity lags that of the liabilities.
     Liquidation values higher than Moody's expectations would
     have a positive impact on the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modeled, qualitative factors are part of the rating committee's
considerations.  These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio.  All information available
to rating committees, including macroeconomic forecasts, input
from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, can influence the final rating decision.


=================
M A C E D O N I A
=================


SKOPJE MUNICIPALITY: S&P Affirms 'BB-' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on the
Macedonian capital, the Municipality of Skopje.  The outlook is
stable.

                            RATIONALE

The rating on the Municipality of Skopje is supported by its low,
albeit increasing, debt levels and its steady economic growth
prospects -- which are likely to be reflected in a reasonable
pace of growth in the municipality's operational revenues.  The
rating also reflects Skopje's average budgetary performance with
consistently sound operating balances.  S&P assess the city's
liquidity position as strong, having been boosted in 2015 by
higher revenues from the sale of commercial space and fees
associated with land sales.  The size and timing of future sales
is hard to predict given low visibility on unsold office space
and the likely sales price.  S&P therefore anticipates a gradual
reversal of the municipality's strong liquidity position over
2016-2018, alongside lower associated operating and capital
revenues.

The rating is constrained by the volatile and unbalanced
institutional framework under which the municipality operates,
weak financial management, a weak economy -- reflected in its low
national GDP per capita, estimated at US$5,000 in 2016 -- weak
budgetary flexibility, and high contingent liabilities.

Based on data available as of end-September 2016, S&P estimates
Skopje's 2016 operating revenues to be lower than in 2015, and
also below our expectations for 2016 in S&P's November 2015
review.  This is primarily related to lower fees from the sale of
land.  However, operating revenues have performed better than
budgeted for 2016, owing to a healthy performance of tax revenues
relative to the budget.  Moreover, an increase in construction
activity has boosted fee-related income.

Compared to the surplus in 2015, S&P expects Skopje to run a
deficit after capital accounts in 2016.  This is largely
attributable to lower-than-anticipated revenues arising from the
sale of commercial space.  At the same time, the municipality
continued to under-execute on budgeted capex this year.  S&P
therefore anticipates a smaller deficit after capital accounts
(3% of total operating revenues) in 2016 compared to S&P's
previous expectation (6%) for the year.  The lower deficit after
capex also points to a slower pace of debt accumulation in 2016
relative to our previous forecast.  In S&P's base-case scenario,
it assumes that the city's investment in transport infrastructure
and real estate will cause its deficit after capital accounts to
increase to an average of 5.3% over 2016-2018, leading to steady
debt growth.

S&P's assessment of the city's stand-alone credit profile is
'bb-', the same as the issuer credit rating.

"We assess the institutional framework for local and regional
governments in Macedonia as volatile and unbalanced.  We view
Skopje's revenue and expenditure flexibility as limited, owing to
the central government's control over municipalities' finances
within the context of the institutional framework in which
Macedonian municipalities operate.  The predictability of
Macedonia's institutional framework is affected by the central
government's fiscal policy," S&P said.

A high proportion of revenues still depends on central government
decisions, such as setting the base or range for most local tax
rates.  S&P notes that further fiscal decentralization, to
transfer more responsibility to Macedonian municipalities for
policing and health care, has not progressed markedly in recent
years.  The provision of most services is funded with transfers
from the central government's budget and local governments have
very limited autonomy in managing their revenues and
expenditures. The transparency of medium-term plans is weak, in
S&P's opinion. The audits for Skopje's accounts are mandated by
an independent government body reporting to parliament, not by
independent audit firms.

The volatility of the real estate market further constrains the
predictability of the municipality's budgetary performance.
Historically, about one-third of Skopje's revenues is derived,
both directly and indirectly, from real estate sales; data
available to September 2016 indicates that this figure has
reduced to about 20% in the current year.

"We view the city's financial management as weak.  The
municipality lacks medium-term financial planning for the core
budget and its enterprises, and outcomes very often differ widely
from annual budgets.  Capital revenues are often overestimated in
the budget while capex is routinely well below its budgeted
amount.  We understand that, to some extent, this reflects
considerations outside of the Skopje administration's direct
control such as delays owing to lengthy public procurement
procedures.  Nevertheless, the city government has a tight grip
on operating expenditure.  Moreover, it arranges funding from
multilateral financial institutions directly and via the state
treasury in advance for capital projects," S&P said.

Skopje has low income and wealth levels.  S&P projects national
GDP per capita to average just US$5,200 over 2016-2018.
Nevertheless, S&P acknowledges the relative strength of the
city's economy, hosting the manufacturing units of export-
oriented foreign companies as well as national companies that
tend to be headquartered in Skopje.  S&P also expects the local
economy to gradually expand in line with the national economy,
achieving annual GDP growth of about 2.7% over 2016-2018.  S&P
believes that these steady economic developments are likely to
buoy the city's budget performance.  S&P projects the operating
surplus to gradually narrow toward 18% of operating revenues by
2018 from nearly 20% in 2016.

The central government has allowed Macedonian municipalities to
take on debt only in recent years, and borrowing limits are
gradually being relaxed.  S&P forecasts that Skopje's tax-
supported debt will increase to 27% of consolidated operating
revenues by year-end 2017 and over 30% by year-end 2018 in S&P's
base-case scenario.

Skopje's municipal company sector constitutes a credit weakness,
in S&P's view.  Several municipal companies have investment needs
and large payables.  Additional contingent liabilities may come
from the municipality's plans to foster infrastructure
development through public-private partnerships.

                            LIQUIDITY

S&P regards Skopje's liquidity as strong.  S&P bases its
assessment on the combination of the city's very strong, but
volatile, debt service coverage ratio, strong internal cash-flow-
generating capability, and limited access to external liquidity.

Skopje holds its cash in an account at the state treasury.  S&P
expects the city's average cash holding--adjusted for the deficit
after capital accounts--to cover about 380% of debt service
falling due over the next 12 months, up from about 230% in the
previous 12 months.  S&P views this strong liquidity position as
a direct result of last year's sales of office income and fees
from land sales.  Going forward, with limited visibility on the
potential sales of commercial space, S&P anticipates a gradual
reversal of the municipality's strong liquidity position.  S&P
believes it will return to the usual adequate trend in 2017.

Moreover, the city's internal cash flow-generating capability
remains strong, with an operating balance before interest that
exceeds its annual debt service by 4x.

These positive factors are mitigated by the city's access to
external liquidity, which S&P views as limited owing to the
relatively immature local banking system and capital markets for
municipal debt.

                             OUTLOOK

The stable outlook reflects the balance of risks between S&P's
expectation that Skopje's debt burden will remain low over the
medium term, against S&P's view of a gradual reversal of the
city's currently strong liquidity position.

S&P could lower the rating on Skopje within the next 12 months if
S&P was to lower the ratings on the Republic of Macedonia, or if
Skopje's liquidity position becomes structurally weaker.  As
S&P's downside scenario indicates, relaxed control of operating
expenditure and increased investments would weaken the city's
budgetary performance and cause the deficit after capital
accounts to exceed 5% of revenues.

If S&P was to raise the rating on the Republic of Macedonia, S&P
could raise the rating on Skopje within the next 12 months, if it
met the assumptions embedded in S&P's upside scenario.  These
include higher revenues from property taxes and fees for
construction land, paving the way for stronger budgetary
performance, sustained deficits below 5% of revenues, and a
build-up of cash reserves that consistently exceeds annual debt
service.


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


HARBOURMASTER CLO 6: Fitch Affirms 'CC' Ratings on 3 Note Classes
-----------------------------------------------------------------
Fitch Ratings has upgraded Harbourmaster CLO 6 B.V.'s class A3,
A4E and A4F notes and affirmed the class B1, B2, S4 and S6 notes,
as follows:

   -- Class A3 (XS0233875227): upgraded to 'AAAsf' from 'A+sf';
      Outlook Stable

   -- Class A4E (XS0233876209): upgraded to 'AAAsf' from
      'BBB+sf'; Outlook Stable

   -- Class A4F (XS0233876381): upgraded to 'AAAsf' from
      'BBB+sf'; Outlook Stable

   -- Class B1 (XS0233876621): affirmed at 'BBsf'; Outlook Stable

   -- Class B2 (XS0233877603): affirmed at 'CCsf'; Recovery
      Estimate 60%

   -- Class S4 combo (XS0234648375): affirmed at 'CCsf'; Recovery
      Estimate 80%

   -- Class S6 combo (XS0234649852): affirmed at 'CCsf'; Recovery
      Estimate 40%

Harbourmaster CLO 6 B.V. is a securitisation of a portfolio of
mainly European senior secured and unsecured loans.

KEY RATING DRIVERS

Deleveraging of Senior Notes

The senior class A3 notes have paid down by EUR30.4m over the
last 12 months with a current outstanding balance of EUR509,000.
The transaction currently holds cash totalling EUR4.8m, according
to the October trustee report, and Fitch understands that
following the recent prepayment of one asset, the cash balance
has increased to EUR14.8m. As a result the senior class A3 and A4
notes have been upgraded as they are now cash collateralised. The
notes are expected to be redeemed in full on the next payment
date in January 2017.

High Obligor Concentration

The portfolio contains seven assets from five obligors, meaning
the portfolio is highly concentrated with an outstanding balance
of EUR25.5m. With the EUR14.8m inclusion of cash, the aggregate
collateral balance is EUR40.3m compared with a total rated
balance of EUR42.5m. The top three obligors represent 89% of the
portfolio balance with the top obligor representing 41.3%. "We
have affirmed the class B1 notes as the increase in credit
enhancement is offset by the increase in obligor concentration
risk." Fitch said.

Junior Notes Under-Collateralised

Credit enhancement for the class B2 notes is -8.9% and their
affirmation reflects the very high level of credit risk. The
class S4 and S6 combination notes rely on the repayment of the
class B2 notes and have therefore also been affirmed.

Large Peripheral Exposure

Based on Fitch's country classification, exposure to Italy and
Spain has increased to 47.79% from 16.10% at last review. In line
with its criteria, Fitch has adjusted the recovery assumption at
the 'AAAsf' level to consider transfer and convertibility risk.

Default Timing Adjustment

The transaction is scheduled to mature in October 2020 and the
weighted average life (WAL) of the portfolio has decreased to
3.37 years. Fitch's Global Rating Criteria for CLOs and Corporate
CDOs does not describe default patterns for portfolios with a WAL
lower than 3.5 years. As such, the agency adjusted its default
patterns to account for the short tenor of the transaction. In
the front-loaded scenario, Fitch assumed 50% of the defaults
occurred in year one and 25% in years two and three. In the mid-
default timing, the agency assumed 50% of the default occurred in
year two and 25% in years one and three. "In the back-default
timing, we assumed 50% of the default occurred in year three and
25% in years one and two." Fitch said.

RATING SENSITIVITIES

A 25% increase in the obligor default probability would not
impact any of the other rated notes. A 25% reduction in expected
recovery rates would lead to a two-notch downgrade of the class
B1 notes. However, it would not impact any of the other rated
notes.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.


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


AKER BP: Egan-Jones Assigns 'B-' Sr. Unsecured Debt Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on Oct. 28, 2016, assigned 'B-'
senior unsecured ratings on debt issued by Aker BP ASA.  EJR also
assigned 'B' ratings on the Company's commercial paper.

Aker BP ASA is an oil and gas exploration and production company.
The Company focuses on the exploration and development of
petroleum resources on the Norwegian Shelf.


===========
P O L A N D
===========


ZABRZE CITY: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Polish City of Zabrze's Long-Term
Foreign and Local Currency Issuer Default Ratings (IDR) at 'BB+'
and National Long-Term rating at 'BBB+(pol)'. The Outlooks are
Stable.

The affirmation reflects our unchanged view that Zabrze's
operating performance will remain stable in the medium term and
the direct debt moderate and commensurate with the rating.

KEY RATING DRIVERS

The ratings take into account Zabrze's high net overall risk,
still weak liquidity and moderate operating performance.

Zabrze's indirect risk, eg. the debt of municipal companies and
guarantees issued by the city is expected to peak at PLN325m at
end-2016 from PLN263m at end-2015 and then start to decrease,
which is the city administration's medium-term goal. The increase
results from the financing of the city's two football-related
companies. From a peak of 105% of the net overall risk to current
revenue expected in 2016 the ratio should improve substantially
to 85% by 2019.

The city's capital spending on its shareholdings will be high, at
about PLN50m annually until 2019, reducing Zabrze's capex
financing flexibility for other purposes. "We project that the
city will spend about PLN80m-PLN90m annually on investments in
2017-2019," Fitch said. Besides the football-related companies
Zabrze also supports its housing company and hospital, which it
provides with capital injections and guarantees.

"We project Zabrze's operating margin will hover around a
moderate 5% in 2016-2018 with the operating balance almost fully
covering the debt servicing, except in 2016-2017 when debt
service increases markedly to around PLN50m (2015: PLN38m) and
will exceed the expected operating balance of about PLN40m. From
2019, we expect the operating margin to rebound to around 7% due
to the expected higher property tax revenue following the
completion of two large private investments in the city," Fitch
said.

"We expect Zabrze's direct debt to peak at about PLN440m in 2018-
2019 when most of the planned EU co-financed investments should
be in progress, from an expected PLN402m at end-2016. Debt will
remain moderate and account for less than 60% of current revenue
(2016: expected 55%). Zabrze's debt has been growing since 2007
and rose to finance a large investment programme. We project the
city's debt-to-current balance ratio (debt payback) to stabilise
at 14-16 years in 2016-2018, in line with the rating," Fitch
said.

"We do not expect a marked recovery in the city's liquidity
situation in the medium term. Zabrze relies on a committed
external liquidity line of PLN50m as its cash balances are still
too low to cover all liquidity needs during the year." Fitch
said. To reduce the pressure on liquidity and new debt the city
decided to rely more on advance payments from EU grants instead
of refinancing costs after investment completion, which was its
common approach until end-2015. However, any unplanned spending
could put further pressure on Zabrze's liquidity.

The city is located in south Poland in the Slaskie region with a
population of 176,000 at end-2015. As is typical for the region,
Zabrze's local economy is still dominated by industry and
construction, which represented 45.3% of the Gliwicki sub-
region's (which Zabrze is part of) GVA in 2013, well above the
average 33.6% in Poland. These sectors employed 37.0% people in
Zabrze in 2014, which is high compared with the national average
of 26.9%. The GDP per capita in 2013 for the sub-region was
118.4% (2012: 120.2%) of the national average, but this probably
overestimates Zabrze's performance. The city's unemployment rate
of 7.8% at end-September 2016 was below the national rate (8.3%).

RATING SENSITIVITIES

A sustained improvement in Zabrze's operating performance leading
to a debt payback ratio of below 10 years, coupled with net
overall risk stabilisation below 100% of current revenue
(expected for 2016: 105%) would lead to an upgrade.

The ratings could be downgraded if net overall risk grows above
130% of current revenue accompanied by weak operating
performance, leading to a debt payback ratio exceeding 20 years.


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


KRASNOYARSK KRAI: S&P Affirms 'BB-' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings revised its outlook on Russian region
Krasnoyarsk Krai to stable from negative.  S&P affirmed its 'BB-'
long-term issuer credit rating and 'ruAA-' Russia national scale
rating on the region.

                              RATIONALE

The outlook revision reflects the increase in Krasnoyarsk's tax
revenue and the region's control of spending growth as of the
third quarter of 2016, which have enabled it to preserve its
liquidity position.  S&P believes that the likely continuation of
conservative spending policies together with the maintenance of
sufficient credit facilities will allow Krasnoyarsk to maintain
its liquidity ratio above 80%.

The ratings on Krasnoyarsk Krai mainly reflect S&P's view of
Russia's volatile and unbalanced institutional framework and the
region's weak economy that is subject to high concentration,
although S&P views the krai's long-term growth prospects as
favorable.  The ratings are constrained by the krai's weak
budgetary flexibility, less-than-adequate liquidity, weak
budgetary performance, and our assessment of its financial
management as weak by international standards.  The ratings are
supported by S&P's view of the krai's moderate debt burden and
very low contingent liabilities.  The long-term rating is at the
same level as S&P's 'bb-' assessment of the krai's stand-alone
credit profile.

S&P continues to view Krasnoyarsk Krai's economy as weak in
international terms.

Over the next few years, S&P thinks wealth will remain low by
global standards.  S&P estimates that gross regional product per
capita will decline to about US$10,500 in 2016-2018 from
US$12,300 on average in 2013-2015, purely due to the sharp ruble
depreciation.  S&P also believes that the economy will remain
highly concentrated on oil and metal production.  At the same
time, S&P thinks that Krasnoyarsk Krai has better long-term
growth prospects than peers thanks to its abundant natural
resources.

Commodity exports continue to dominate the krai's economy.  In
S&P's view, the dependence on metals and the mining group Norilsk
Nickel and oil company Rosneft, which both operate in cyclical
industries, exposes the krai's budget revenues to the volatility
of world commodity prices and to changes to the national tax
regime.  S&P estimates that in the next few years these two
companies will remain the krai's largest taxpayers, contributing
about 40% of total tax revenues.

Under Russia's volatile and unbalanced institutional framework,
S&P views Krasnoyarsk Krai's budgetary flexibility as weak.
Russian regions' budget revenues largely depend on the federal
government's decisions regarding tax legislation, tax rates, and
the distribution of transfers.

Krasnoyarsk's modifiable revenues account for about 6% of
operating revenues.  Leeway is also restricted on the operating
expenditure side, especially due to its high share of social
spending, which has expanded in recent years, due to the need to
raise public wages in line with federal government mandates.  At
the same time, S&P believes that Krasnoyarsk has the ability to
postpone capital spending as this is about 70% self-financed.

"In our base-case scenario, we expect that, over the next three
years, the krai's budgetary performance will improve gradually on
the very weak 2013-2015 results, despite some decrease in
transfers.  We anticipate that the operating balance will turn
positive in 2016, equaling about 1.7% of operating revenues in
2016-2019 compared with the operating deficit of 2% posted in
2013-2015.  Under our base-case scenario, we assume that lower
transfers will be offset by tax revenue growth, and cost-
containment measures will likely narrow the deficit after capital
accounts to about 6% of total revenues in 2016-2019 from a high
16% in 2013-2015," S&P said.

S&P views Krasnoyarsk Krai's debt as moderate.  S&P forecasts
that the region's tax-supported debt will make up 61.3% of
consolidated operating revenues by the end of 2018, with interest
payments not exceeding 5% of operating revenues.

S&P assess Krasnoyarsk Krai's contingent liabilities as very low.
S&P estimates that maximum estimated loss under stress scenario
at less than 2% of the krai's operating revenues.  S&P believes
that the government-related entities are unlikely to require
significant extraordinary financial support.  The municipal
sector is also generally healthy financially.

S&P views Krasnoyarsk Krai's financial management as weak in an
international comparison, as S&P do for most Russian local and
regional governments (LRGs).  In S&P's view, the krai lacks
reliable long-term financial planning and doesn't have sufficient
mechanisms to counterbalance the volatility that stems from the
concentrated nature of its economy and tax base.  Also, in S&P's
view, the management has only recently started implementing
tighter control over spending growth.

                             LIQUIDITY

S&P views Krasnoyarsk Krai's liquidity as less than adequate.
S&P expects that the krai's debt service coverage will be
adequate over the next 12 months, based on S&P's estimate that
average free cash net of deficits after capital accounts,
together with committed credit facilities, will cover more than
80% of annual debt service.

At the same time, S&P incorporates the krai's limited access to
external liquidity in its overall assessment.  This is due to the
weaknesses of the domestic capital market, and applies to all
Russian LRGs.

Over the past 12 months, Krasnoyarsk Krai maintained average
Russian ruble (RUB) 10 billion (about US$151 million) of
contracted and undrawn credit facilities and cash at about
RUB9.5 billion.  Moreover, Krasnoyarsk received RUB9.3 billion of
low-interest budget loans, which the region transferred to early
repayment of its bank loans due in December this year.  S&P
expects that these funds net of the deficit after capital
accounts will cover 106% of the krai's next 12 months' debt
service.

At the same time, S&P notes that in 2017-2018 debt service will
reach a high 15%-17% of operating revenues on average, due to
increasing bond and budget loan maturities and rising interest
costs.  The low-interest three-year budget loans provided to the
krai released the pressure but only temporarily, and over the
next few years, refinancing risks will remain high.  S&P's base
case assumes that Krasnoyarsk will maintain the sufficient amount
of credit facilities and will be able to refinance its bond
maturities coming in the second half of next year.

                             OUTLOOK

The stable outlook reflects S&P's view that, over the next 12
months, the krai will stick to its prudent spending policy,
improve the budgetary performance indicators, and maintain
sufficient credit facilities, which will all together help to
relieve pressure from liquidity.

S&P could take a negative rating action if Krasnoyarsk's deficit
after capital accounts was materially higher than S&P currently
expects and if its liquidity position deteriorated, with the
debt-service coverage ratio dropping below 80%.  Under such a
scenario, S&P would revise down its assessment of the krai's
liquidity to weak.

S&P could take a positive rating action if budget austerity
measures, together with higher tax revenue growth, allowed
Krasnoyarsk to structurally improve the budgetary performance
indicators and to decrease the debt burden to less than 60% of
operating revenues.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee agreed that all key rating factors were unchanged.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the above rationale and outlook.  The weighting of
all rating factors is described in the methodology used in this
rating action.

RATINGS LIST

                                Rating
                                To              From
Krasnoyarsk Krai
Issuer Credit Rating
  Foreign and Local Currency    BB-/Stable/--   BB-/Negative/--
  Russia National Scale         ruAA-/--/--     ruAA-/--/--


KRASNOYARSK REGION: Fitch Affirms 'BB+' LT Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed the Russian Krasnoyarsk Region's
Long-Term Foreign and Local Currency Issuer Default Ratings
(IDRs) at 'BB+'. The agency has also affirmed the region's Short-
Term Foreign Currency IDR at 'B' and National Long-Term Rating at
'AA(rus)'. Krasnoyarsk region's outstanding senior unsecured
domestic bonds have also been affirmed at 'BB+' and 'AA(rus)'.
The Outlooks on the Long-Term IDRs and National Long-Term Rating
are Negative.

The ratings reflect weak prospects for recovery of the region's
fiscal performance over the medium term and the region's weaker
key credit metrics. Krasnoyarsk region's financial flexibility is
likely to be negatively affected by prolonged structural
imbalances and increased debt servicing costs.

KEY RATING DRIVERS

The ratings reflect the region's growing debt and weaker fiscal
performance. The ratings also take into account a well-
diversified local economy, which decelerated following the
national economic downturn, as well as a weak institutional
framework for Russian subnationals.

"We expect pressure on fiscal flexibility to persist over the
medium term, despite the region's sound economy with a strong tax
base," Fitch said. This is because current fiscal regulation
fails to compensate via transfers for inadequate distribution of
tax revenues from the federal government.

Fitch projects Krasnoyarsk region's direct risk to increase up to
60% of current revenue in 2016 and to about 70% in 2017-2018 to
fund expected deficits. The region's direct risk in absolute
terms increased to RUB84bn, or 52% of current revenue, at end-
2015 (2014: RUB67bn), in line with our previous expectations.

The region's debt stock as of end-October 2016 was 46% composed
of domestic bonds, followed by bank loans (19%) and federal
budget loans (35%). The region's interim cash position was
satisfactory with RUB2.1bn (2015: RUB3.8bn) held on accounts at
end-9M16, while average monthly cash reserves stood at RUB4.9bn.
The region's debt servicing costs are growing, with RUB5.9bn
already spent at end-9M16 (2015: RUB5.8bn) and about RUB7.5bn
expected by end-2016.

The region's interim operating performance somewhat improved,
underpinned by contained operating and capital expenditure, some
of which will be expensed by year-end. "Nonetheless, despite
temporary improvement in the operating balance we expect it to
remain insufficient to cover interest payments at least until
end-2016. We forecast an operating margin close to about 4%-6% in
2016-2018, up from 2.7% in 2015," Fitch said.

The region's deficit before debt variation is likely to remain at
9%-11% of total revenue in 2016-2018, little changed from 2015
(10.9%). The region's interim deficit before debt variation
shrank to 7.4% of total revenue at end-9M16 from 10.9% in 2015.
In our view, structural imbalances will likely prevail over the
medium term, limiting recovery prospects of fiscal performance.
"The region's operating expenditure are rigid, with current
transfers and staff salaries averaging at 92% of operating
expenditure in 2011-2015; we project 4%-5% annual growth in
operating expenditure in 2016-2018," Fitch said.

In Fitch's view the outlook for the region's operating revenue is
likely to remain weak over the medium term. "We forecast
operating revenue to grow 5%-7% per year in 2017-2018, but for
the current margin to remain negative," Fitch said. Corporate
income tax grew 34% yoy in 2015, boosted by the favourable impact
of rouble depreciation on export-oriented companies. Negatively,
the region's tax revenue is concentrated, with the top 10
taxpayers representing 50% of consolidated tax revenue at end-
2015 (2013-2014: 45%).

Krasnoyarsk Region has a strong, but concentrated, economy with a
focus on metallurgy and mining. Its wealth indicators are strong,
with GRP per capita at 171% of the national median in 2014. In
2015, the region's GRP contracted 4%, in line with the national
economy, which fell 3.7%. The region's administration expects the
local economy to contract at a slower rate of 1%-2% in 2016,
before growing mildly by 1%-3% in 2017-2019. In Fitch's restated
forecast, the national economy is likely to contract 0.5% in 2016
(2015: -3.7%), before growing 2% yoy in 2018.

RATING SENSITIVITIES

A consistently negative current balance in the medium term,
accompanied by continuous rapid growth of direct risk above 55%-
60% of current revenue, could lead to a downgrade.


RICB RINVESTBANK: Liabilities Exceed Assets, Assessment Shows
-------------------------------------------------------------
The provisional administration of LLC RICB Rinvestbank appointed
by virtue of Bank of Russia Order No. OD-2221, dated July 14,
2016, following revocation of its banking license detected in the
course of examination of the bank's financial standing that the
former management and owners of LLC RICB Rinvestbank conducted
operations bearing the evidence of siphoning off the bank's
assets through providing loans to shell companies and large-value
retail loans totalling RUR2.6 billion, according to the press
service of the Central Bank of Russia.

The examination of the credit institution also found out
operations bearing the evidence of moving out liquid assets by
assigning the receivables under loan agreements exceeding RUR1
billion and by releasing assets worth RUR146 million from
encumbrance.

Additionally, the provisional administration detected operations
bearing the evidence of fraudulent lending and of money theft
through the issue of fictitious loans against forged documents to
the amount of RUR58.4 million.

According to estimates made by the provisional administration the
value of the assets of LLC RICB Rinvestbank does not exceed 0.9
billion rubles, while the value of its liabilities to creditors
totals RUR5.57 billion, including those to households amounting
to RUR4.96 billion.

On September 16, 2016, the Court of Arbitration of the Ryazan
Region decided to recognize LLC RICB Rinvestbank insolvent
(bankrupt) and initiate bankruptcy proceedings, with the state
corporation Deposit Insurance Agency appointed as a receiver.

The Bank of Russia submitted information on financial operations
bearing the evidence of criminal offence conducted by LLC RICB
Rinvestbank former management and owners to the Prosecutor
General's Office of the Russian Federation, the Russian Ministry
of Internal Affairs and the Investigative Committee of the
Russian Federation for consideration and procedural decision
making.


T2 RTK: Fitch Affirms 'B+' Issuer Default Rating, Outlook Neg.
--------------------------------------------------------------
Fitch Ratings has revised the Outlook to Negative from Stable on
LLC T2 RTK Holding's (T2R) Long-Term Issuer Default Rating (IDR).
The IDR has been affirmed at 'B+'.

The change in the Outlook reflects our expectations that leverage
will be higher than previously expected in 2017 and 2018. The
company's entrance into the Moscow market and an active expansion
in other new regions has put pronounced pressure on its margins
and cash flows. This has resulted in 2015 and 2016 leverage
increasing above the downgrade threshold of 4.5x funds from
operations (FFO) adjusted net leverage. T2R's ability to delever
over the next several years will be key for the ratings.

KEY RATING DRIVERS

Slower Deleveraging

The Negative Outlook is largely because Fitch expects T2R's
deleveraging will take longer than forecast and the company is
unlikely to reduce leverage to below the downgrade threshold of
4.5x FFO-adjusted net leverage by end-2017. Temporary spikes in
leverage driven by rapid expansion are acceptable within current
ratings provided they are accompanied by positive operating
trends, sustainable improvement in cash flow generation and a
clear path for debt reduction within a limited amount of time.
The Negative Outlook also reflects intensified competition in the
Russian market as mobile operators' respond to T2R's aggressive
expansion, particularly in Moscow.

Moscow Market Entrance

T2R's entrance into Moscow was successful from an operational
perspective as the company acquired more than 2 million
subscribers (5% share) by end-1Q16, five months after its launch.
Churn rates remain high, but are gradually improving. This should
result in more stable subscriber base by year end. This operating
success has come at a significant cost as overall profitability
has been depressed. Fitch expects the 2016 EBITDA margin to
decline to 17% from 25% in 2015. T2R's EBITDA margin should
improve significantly in 2017 following the completion of the
first, costly stage of its Moscow expansion.

Competition Intense

Competition intensified following T2R's launch of 3G/4G networks
and, most notably, its entrance into the Moscow market. Operators
responded by cutting prices where subscriber bases seemed most
vulnerable, resulting in pressure on average revenue per user
(ARPU). Fitch believes that as its Moscow subscriber base grows,
T2R will become less disruptive and will focus on retention and
profitability. The company's decision to increase prices in
Moscow in April 2016, five months after market entry, supports
our view. "We expect competition in Russia to remain high." Fitch
said.

Capex to Decline

Fitch expects T2R's capex to decline to around 15%-16% of revenue
in 2017-2019 following the completion of 3G and 4G network
rollouts in 2015 and 2016. "The reduction in capex should ease
pressure on free cash flow, which we expect to turn positive in
2018." Fitch said. Network optimisation efforts as well as
potential network sharing agreements with other mobile operators
should help the company to keep its investments under control.

Potential Tower Sale

T2R may sell tower infrastructure as a part of its network
optimisation strategy, which reduce leverage slightly compared to
our rating case. The sale is, however, unlikely to bring FFO-
adjusted net leverage below 4.5x in 2017. The impact will depend
on the combination of the sale price and rent expense related to
these towers. Fitch capitalises operating leases for Russian
companies using a 6x multiple and therefore the increase in tower
rent expense translates into higher lease-equivalent debt.

MVNO With Rostelecom

PJSC Rostelecom (BBB-/Stable), which has a 45% stake in T2R,
launched mobile services under its own brand in November 2016 as
a mobile virtual network operator (MVNO) on T2R's network. This
should benefit T2R as it will receive additional revenue from
network rent without substantial costs. "Fitch believes that the
risk of intensifying competition is limited as we expect
Rostelecom to focus mainly on providing fixed and mobile bundled
services to its own fixed-line subscriber base." Fitch said. T2R
has also signed an MVNO agreement with the largest Russian bank
Sberbank of Russia, which should result in additional revenue
stream in the longer term.

Shareholder Funding

T2R's development programme is financed predominantly by its
shareholding banks VTB and Bank Rossiya. Fitch understands that
the shareholders fully support the company's development
ambitions and are ready to provide funding when needed. Fitch
does not apply any notching for parental support but considers it
positive for the credit profile from a liquidity perspective

Anti-Terrorist Laws Amendments

Telecom companies are now required by law to support 'anti-
terrorist' measures by storing calls, texts and data for a
certain period. The practical implementation of these new
measures may require additional investments by all telecom
companies. There is no official or reliable estimate costs with
valuations from telecoms companies and industry experts varying
from several billions to hundreds of billions roubles per year.
Fitch treats this as event risk.

DERIVATION SUMMARY

T2R's ratings are supported by the company's above industry
average revenue growth rates, good underlying operating
efficiency and financial discipline. The company has higher
leverage than main Russian peers PSCJ Mobile TeleSystems
(BB+/Stable) and Megafon (BB+/Stable), which maintain leverage
below 3.0x FFO-adjusted net leverage. Limitations in the ratings
relative to the peers also reflect a weaker market position and a
lack of fixed-line operations.

KEY ASSUMPTIONS

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

   -- Revenue growth in mid-single digits in 2016-2018, driven by
      increasing mobile data usage and expansion into new
      regions, especially Moscow

   -- EBITDA margin at 17% in 2016 and 22% in 2017, gradually
      increasing to 35% over the longer term

   -- Gradual increase of subscriber market share in Moscow to
      10% by 2020 from an estimated 6% in 2016

   -- Capital expenditure to decline to 15-16% of revenue in
      2017-2019 from 29% in 2016

   -- No material M&A transactions

   -- No dividends paid

RATING SENSITIVITIES

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

   -- Successful operating development and leverage stabilising
      at below 4x FFO-adjusted net leverage and 3x net
      debt/EBITDA on a sustained basis

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

   -- A protracted rise in FFO-adjusted net leverage to above
      4.5x without a clear path for deleveraging

   -- Weak cash flow generation driven by operating
      underperformance and insufficient growth from the expansion
      programme in Moscow and 3G/4G rollout in regions.

   -- Evidence of weakened funding support from shareholding
      banks

LIQUIDITY

Shareholder Loans: T2R's short-term debt, including finance
leases, was around RUB23bn at end-2Q16. Most of this debt
consists of loans from shareholding banks, predominantly from
VTB, which will likely be refinanced at the same banks or
extended. The share of shareholder loans will likely increase in
future and remain the key source of financing. All loans and
bonds are rouble-denominated.

FULL LIST OF RATING ACTIONS

   LLC T2 RTK Holding

   -- Long-term IDR: affirmed at 'B+', Outlook revised to
      Negative from Stable

   -- National Long-Term Rating: downgraded to 'A-(rus)' from
      'A(rus)', Outlook revised to Negative from Stable

   OJSC Saint-Petersburg Telecom

   -- Senior unsecured rating: affirmed at 'B+'/Recovery Rating
      'RR4'

   -- Senior unsecured national long-term rating: downgraded to
      'A-(rus)'' from 'A(rus)'


TERRA CJSC: Liabilities Exceed Assets, Assessment Shows
-------------------------------------------------------
The provisional administration of JSCB Terra CJSC appointed by
virtue of Bank of Russia Order No. OD-2404, dated July 28, 2016,
following the revocation of its banking license detected in the
course of examination of the bank's financial standing that the
former management of JSCB Terra CJSC conducted operations bearing
the evidence of siphoning off the bank's assets through providing
loans to companies with dubious solvency totalling roughly RUR350
million, according to the press service of the Central Bank of
Russia.

According to estimates made by the provisional administration the
value of the assets of JSCB Terra CJSC does not exceed RUR201
million, while the value of its liabilities to creditors totals
RUR267 million.

Under these circumstances, on October 12, 2016, the Moscow
Arbitration Court decided to recognize JSCB Terra CJSC insolvent
(bankrupt) and initiate bankruptcy proceedings, with the state
corporation Deposit Insurance Agency appointed as a receiver.

The Bank of Russia submitted information on financial operations
bearing the evidence of criminal offence conducted by LLC RICB
Rinvestbank former management and owners to the Prosecutor
General's Office of the Russian Federation, the Russian Ministry
of Internal Affairs and the Investigative Committee of the
Russian Federation for consideration and procedural decision
making.


VOLZHSKIY CITY: Fitch Affirms 'B+' LT Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed the Russian City of Volzhskiy's
Long-Term Foreign and Local Currency Issuer Default Ratings
(IDRs) at 'B+' with Stable Outlooks and Short-Term Foreign
Currency IDR at 'B'. The agency has also affirmed the city's
National Long-Term rating at 'A-(rus)' with Stable Outlook. The
city's outstanding senior unsecured debt has been affirmed at
'B+'/'A-(rus)'.

The affirmation reflects Fitch's unchanged expectation for the
city's budgetary performance with a low positive operating margin
in 2016-2018 and short-term direct risk, albeit moderate in
absolute terms.

KEY RATING DRIVERS

The 'B+' rating reflects the small size of Volzhskiy's budget and
the city's high dependence on the decisions of the regional and
federal authorities, which lead to volatile performance and low
shock resilience. The ratings also reflect Fitch's expectation of
the city's stable budgetary performance in 2016-2018, and
moderate, but short-term debt, which exposes the city to on-going
refinancing pressure.

Fitch expects Volzhskiy's operating margin to stabilise at 3%-4%
and the current margin to be close to zero in 2016-2018. The
deficit before debt will stay low, averaging 1% of total revenue
in the medium term, reflecting the city's intention to balance
the budget. For 9M16 the city collected 75% of full-year budgeted
revenue and expenditure, leading to an interim RUB368m surplus.
"However, this surplus largely reflects the delayed execution of
capex, and we expect higher spending over 4Q to result in a full-
year modest deficit of RUB30m, or less than 1% of the city's
full-year revenue (2015: RUB30m surplus)," Fitch said.

Fitch expects Volzhskiy's direct risk to represent a moderate 36%
of current revenue by end-2016, slightly up from 35% at end-2015.
"We expect the city's absolute direct risk to marginally increase
in 2017-2018, which will lead to direct risk stabilisation
relative to revenue," Fitch said.

The city is exposed to on-going refinancing pressure despite its
moderate overall debt burden, given its weak cash position and
short-term repayment profile. A notable part of the city's debt
(RUB605m or 59% of total direct risk at 1 October 2016) is
represented by bank loans due within 2017-2018. The city also has
RUB270m of outstanding domestic bonds (27% of direct risk at 1
October 2016), which have a smooth amortising structure during
2017-2019. The remaining RUB142m is represented by a short-term
loan from Russian Treasury that should be repaid within a
financial year.

With 326,250 inhabitants, Volzhskiy is the second-largest city in
the Volgograd region after the regional capital, the City of
Volgograd. The city's economy is dominated by processing
industries and, together with the City of Volgograd, forms a
strong regional industrial agglomeration. The region's
administration preliminarily estimated that Volgograd region's
GRP declined 1.0% in 2015, which is better than the 3.7%
nationally. It expects a 1%-3% restoration in 2016-2018 supported
by development of local industries.

The city's credit profile remains constrained by the weak
institutional framework for Russian local and regional
governments (LRGs), which has a shorter record of stable
development than many of its international peers. Weak
institutions lead to lower predictability of Russian LRGs'
budgetary policies, which are subject to the federal government's
continuous reallocation of revenue and expenditure
responsibilities within government tiers.

RATING SENSITIVITIES

An improvement in budgetary performance with a sustainable
positive current balance, and maintenance of moderate direct
risk, could lead to an upgrade.

Significant growth in direct risk above 70% of current revenue
with continuing reliance on short-term debt, along with a weak
operating balance insufficient to cover interest payments, would
lead to a downgrade.


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


CAIXABANK PYMES: DBRS Assigns Final CC Rating to Series B Notes
---------------------------------------------------------------
DBRS Ratings Limited (DBRS) finalised its provisional ratings on
the following notes issued by Caixabank PYMES 8, FT (the Issuer):

   -- EUR1,957.5 million Series A Notes rated A (low) (sf) (the
      Series A Notes)

   -- EUR292.5 million Series B Notes rated CC (sf) (the Series
      B Notes; together, the Notes).

The transaction is a cash flow securitisation collateralised by a
portfolio of loans and current drawdowns of a revolving mortgage
credit line originated by Caixabank, S.A. (Caixabank or the
Originator) to small and medium-sized enterprises and self-
employed individuals based in Spain. As of October 24, 2016, the
transaction's provisional portfolio included 31,414 loans and
current drawdowns of a revolving mortgage credit line to 27,827
obligor groups, totalling EUR 2,427 million. At closing, the
Originator has selected the final portfolio of EUR 2,250 million
from the provisional pool.

The rating on the Series A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
Legal Maturity Date in January 2054. The rating on the Series B
Notes addresses the ultimate payment of interest and the ultimate
payment of principal on or before the Legal Maturity Date in
January 2054.

Interest and principal payments on the Notes will be made
quarterly on the 18th of January, April, July and October with
the first payment date on 18 April 2017. The Notes will pay an
interest rate equal to three-month Euribor plus a 1.25% margin
and 1.50% for Series A and Series B, respectively.

The provisional pool is well diversified with no significant
borrower concentration and relatively low industry concentration.
There is some concentration to borrowers in Catalonia (31.20% of
the portfolio balance), which is expected given that Catalonia is
the home region of the Originator. The top one, ten and twenty
borrowers represent 0.79%, 5.07% and 7.87% of the portfolio
balance, respectively. The top three industry sectors by DBRS
industry definition include Building & Development, Business
Equipment & Services and Farming & Agriculture, representing
18.93%, 11.99% and 9.58% of the portfolio outstanding balance,
respectively.

These ratings are based on DBRS's review of the following items:

   -- The transaction structure, the form and sufficiency of
      available credit enhancement and the portfolio
      characteristics.

   -- At closing, the Series A Notes benefit from a total credit
      enhancement of 17.10%, which DBRS considers to be
      sufficient to support the A (low) (sf) rating. The Series B
      Notes benefit from a credit enhancement of 4.10%, which
      DBRS considers to be sufficient to support the CC (sf)
      rating. Credit enhancement is provided by subordination and
      the Reserve Fund.

   -- The Reserve Fund is allowed to amortise after the first two
      years if certain conditions -- relating to the performance
      of the portfolio and deleveraging of the transaction -- are
      met. The Reserve Fund cannot amortise below EUR42.0
      million.

   -- The transaction parties' financial strength and
      capabilities to perform their respective duties and the
      quality of origination, underwriting and servicing
      practices.

DBRS determined these ratings as follows, as per the principal
methodology specified below:

   -- The probability of default for the portfolio was determined
      using the historical performance information supplied. DBRS
      assumed an annualised probability of default (PD) of 2.10%
      for this portfolio.

   -- The assumed weighted-average life (WAL) of the portfolio
      was 4.55 years.

   -- The PD and WAL were used in the DBRS Diversity Model to
      generate the hurdle rate for the target ratings.

   -- The recovery rate was determined by considering the market
      value declines for Spain, the security level and type of
      the collateral. For the Series A Notes, DBRS applied the
      following recovery rates: 54.58% for secured loans and
      16.25% for unsecured loans. For the Series B Notes, DBRS
      applied the following recovery rates: 70.67% for secured
      loans and 21.5% for unsecured loans.

   -- The break-even rates for the interest rate stresses and
      default timings were determined using the DBRS cash flow
      model.

Notes:

All figures are in euros unless otherwise noted.

The principal methodology applicable is Rating CLOs Backed by
Loans to European SMEs. DBRS has applied the principal
methodology consistently and conducted a review of the
transaction in accordance with the principal methodology.

Other methodologies and criteria referenced in this transaction
are listed at the end of this press release.

The sources of information used for these ratings include the
parties involved in the ratings, including but not limited to the
Originator, Caixabank, S.A., the Issuer, and GestiCaixa S.G.F.T.,
S.A.

DBRS does not rely upon third-party due diligence in order to
conduct its analysis; DBRS was supplied with third party
assessments. However, this did not impact the rating analysis.

DBRS determined key inputs used in its analysis based on
historical performance data provided for the Originator and
Servicer as well as analysis of the current economic environment.
DBRS considers the information available to it for the purposes
of providing this rating was of satisfactory quality.

DBRS does not audit the information it receives in connection
with the rating process, and it does not and cannot independently
verify that information in every instance.

These ratings concern newly issued financial instruments.

To assess the impact a change of the transaction parameters would
have on the ratings, DBRS considered the following stress
scenarios as compared with the parameters used to determine the
rating (the Base Case):

   -- Probability of Default Rates Used: Base Case PD of 2.1%, a
      10% increase of the base case and a 20% increase of the
      base case PD.

   -- Recovery Rates Used: Base Case Recovery Rates of 31.08% at
      the A (low) (sf) stress level for the Class A Notes, a 10%
      and 20% decrease in the Base Case Recovery Rates.

DBRS concludes that a hypothetical increase of the Base Case PD
by 20% would lead to a downgrade of the Series A Notes to BBB
(high) (sf), and a hypothetical decrease of the recovery rate by
20% and would lead to a downgrade of the Series A Notes to BBB
(high) (sf). A scenario combining both an increase in the Base
Case PD by 10% and a decrease in the Base Case Recovery Rate by
10% would lead to a downgrade of the Series A Notes to BBB (high)
(sf).

Regarding the Series B Notes, rating would not be affected by any
hypothetical change in neither PD nor Recovery rate.

It should be noted that the interest rates and other parameters
that would normally vary with the rating level, including the
recovery rates, were allowed to change as per the DBRS
methodologies and criteria.

Ratings assigned by DBRS Ratings Limited are subject to EU
regulations only.

Initial Lead Analyst: Mar°a L¢pez, Vice President
Initial Rating Date: 22 November 2016
Initial Rating Committee Chair: Christian Aufsatz, Senior Vice
President

DBRS Ratings Limited
20 Fenchurch Street, 31st Floor
London EC3M 3BY
United Kingdom
Registered in England and Wales: No. 7139960

   -- Rating CLOs Backed by Loans to European SMEs

   -- Legal Criteria for European Structured Finance Transactions

   -- Operational Risk Assessment for European Structure Finance
      Originators

   -- Operational Risk Assessment for European Structure Finance
      Servicers

   -- Unified Interest Rate Model for European Securitisations

   -- Cash Flow Assumptions for Corporate Credit Securitizations

   -- Rating Methodology for CLOs and CDOs of Large Corporate
      Credit

   -- European RMBS Insight Methodology and European RMBS
Insight:
      Spanish Addendum

RATINGS

Issuer           Debt Rated          Rating Action       Rating
------           ----------          -------------       ------
Caixabank       Series A Notes       Provis.-Final
A(low)(sf)
PYMES 8, FT

Caixabank       Series B Notes       Provis.-Final       CC(sf)
PYMES 8, FT


CATALONIA: S&P Affirms 'B+/B' ICRs, Outlook Negative
----------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' long- and short-term
issuer credit ratings on the Autonomous Community of Catalonia.
The outlook on the long-term rating is negative.

                             RATIONALE

The 'B+' long-term rating is at the same level as S&P's
assessment of Catalonia's stand-alone credit profile.

The rating on Catalonia factors in S&P's view of the region's
financial management, which we consider as very weak, as well as
the region's very weak budgetary performance and very high debt
burden, with moderate contingent liabilities.  The rating on
Catalonia also reflects S&P's opinion that its budgetary
flexibility is weak, and its liquidity less than adequate.
However, S&P factors into the rating the region's strong economy
and its view of the evolving-but-balanced institutional framework
for Spanish normal-status regions.  In particular, S&P takes into
account the high degree of financial support that Catalonia
receives from Spain's central government.

In S&P's opinion, given Catalonia's reliance on financial support
from the central government, the region's ongoing political
conflict with the Spanish state remains a risk to the region's
creditworthiness.

Spain's central government has extended more than EUR52 billion
in financing to Catalonia under several liquidity facilities
since 2012, covering debt maturities and deficits, both
authorized and above target.  This amounts to 33% of the EUR158
billion given to all regional governments (about 15% of Spain's
GDP).  Of the EUR52 billion in liquidity facilities from the
central government, about EUR47 billion currently remain
outstanding (as of the end of October 2016).  S&P continues to
see evidence of a strong commitment from the central government
to provide financial support to the region, and S&P do not expect
this to change in the near future.  However, S&P believes that
the effectiveness and timeliness of this support relies on smooth
coordination between the two governments.

S&P understands political tensions have not translated into any
practical problems so far in the functioning of the central
government's liquidity facilities, but S&P cannot rule out that
any further escalation of these tensions may produce such a
result.  The long-term rating on Catalonia, at its current level,
incorporates S&P's assumption that, despite tensions, the central
government will remain willing to provide financial support to
Catalonia to cover its long-term debt maturities and deficits,
and that Catalonia will continue to cooperate with the central
government to make such support timely and effective.

In S&P's view, Catalonia's short-term debt, at about
EUR4.4 billion, remains a risk factor.  The central government
has granted Catalonia sufficient authorizations to carry out the
refinancing of its short-term debt instruments, but it has yet to
give the region its authorization to refinance the debt with a
long-term maturity.  Consequently, this debt remains outside of
the coverage of the central government's liquidity facilities and
needs to be rolled over independently as it comes due.  During
2016, S&P thinks that Catalonia's approach to refinancing short-
term debt was not sufficiently transparent and orthodox, which
weighs on S&P's view of its financial management.  S&P
understands, however, that the region's short-term debt
maturities are now being smoothly rolled over.

S&P assumes that Catalonia may meaningfully reduce its deficit
levels in 2016 compared with 2015, thanks to, in S&P's view:

   -- The disappearance of the one-off negative impact arising
      from the recognition of previous years' expenditures (due
      to accounting adjustments regarding public-private
      partnerships) that deteriorated 2015 performance by about
      EUR1.3 billion.

   -- A large increase in operating revenues, which S&P estimates
      at more than 8% higher than in 2015, due to the recovery in
      the economy and the functioning of the regional financing
      system.

   -- Lower interest expenditures than in 2015 thanks to the low
      cost of central government financing.

   -- Catalonia's inability to pass a budget in 2016, which has
      slowed down expenditure growth due to the difficulty of
      initiating new expenditure projects.

"In our opinion, Catalonia's economy is strong, as reflected by
its above average GDP per capita in Spain, as well as better
socioeconomic indicators.  We expect Catalonia's economic
strength, in the context of a broader economic recovery in Spain,
may result in increased revenues.  Given this favorable revenue
environment, we anticipate that budgetary consolidation will
continue in 2017 and 2018, although we think the pace of
adjustment may slow down, since we expect that the political
groups supporting the government may put pressure on it to
increase expenditure.  Moreover, in our opinion, Catalonia's
budgetary flexibility is weak, reflecting our view that the
region would have difficulty cutting back on expenditures," S&P
said.

Overall, S&P expects Catalonia may gradually reduce its operating
deficit from almost 8% of operating revenues in 2016 to about 5%
of operating revenues in 2018, and its deficit after capital
accounts from about 15% of total revenues in 2016 to about 12% of
total revenues in 2018.

S&P projects continued deficits will continue to increase
Catalonia's tax-supported debt in nominal terms, but S&P
forecasts a peak at about 320% of consolidated operating revenues
in 2017, before starting to decline slowly thereafter, as a
result of larger revenues.  S&P continues to view this debt level
as very high, as it surpasses our highest debt benchmark.  This
constrains S&P's rating on Catalonia.

S&P views Catalonia's contingent liabilities as moderate.  S&P
takes into account the complexity of its public sector, as well
as some outstanding litigations related to the privatization of
one of the region's most important water companies, which has
been challenged in court.  However, S&P recognizes the region's
efforts to gradually bring company debt into the government's
direct control, which S&P believe helps to mitigate the risk
arising from Catalonia's public company sector.

                              LIQUIDITY

The short-term rating is 'B'.  S&P considers Catalonia's
liquidity as less than adequate, based on S&P's view of its weak
debt service coverage ratio, offset by what S&P views as strong
access to external liquidity.

In S&P's assessment of Catalonia's debt service coverage ratio,
S&P factors in its estimate of the region's internal cash
generation capacity and available credit lines.

To estimate Catalonia's internal cash generation capacity, S&P
uses its main liquidity ratio, which reflects S&P's base-case
scenario of average cash over the next 12 months (December 2016-
November 2017) and available credit lines.  In S&P's base case,
for the same period, these sources will cover less than 40% of
Catalonia's debt service.  S&P's estimates Catalonia's long-term
debt service for these 12 months at EUR6.2 billion, which the
central government's liquidity facility will cover.  In addition,
Catalonia will have to roll over an estimated EUR4.1 billion in
short-term loans in 2017, in addition to some credit lines.

S&P's view of Catalonia's strong access to external liquidity
takes into account the central government's ability to continue
providing liquidity support to the Spanish regional tier through
liquidity facilities.  S&P's thinks these facilities will be
sufficiently endowed in 2017 budget to cover the regions' debt
service.  This support underpins S&P's ratings on Spanish normal-
status regions, including Catalonia.

                              OUTLOOK

The negative outlook reflects S&P's view that political tensions
between Catalonia and Spain's central government may escalate
further over the next 12 months.  If S&P considers that these
tensions interfere with the smooth functioning of the central
government's liquidity support to Catalonia, S&P could lower its
long-term rating on the region by one or more notches.

S&P could revise the outlook to stable in the next 12 months if
it observed no material increase in political tensions between
Catalonia and the central government.  An outlook revision to
stable, with an affirmation of the ratings, would also hinge on
the region's budgetary and economic performance remaining in line
with S&P's base case over 2016-2018, where it assumes the
region's gradual reduction in budgetary deficits.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the above rationale and outlook.  The weighting of
all rating factors is described in the methodology used in this
rating action.

RATINGS LIST

                                     Rating
                                     To              From
Catalonia (Autonomous Community of)
Issuer Credit Rating
  Foreign and Local Currency         B+/Neg./B       B+/Neg./B
Senior Unsecured
  Foreign and Local Currency         B+              B+
  Foreign and Local Currency         B               B
Commercial Paper
  Local Currency                     B               B


IM GRUPO VII: Moody's Assigns (P)Caa2 Rating to Class B Notes
-------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to the notes to be issued by IM GRUPO BANCO POPULAR EMPRESAS VII,
FT:

  EUR1825 mil. Class A Notes, Assigned (P)A3 (sf)
  EUR675 mil. Class B Notes, 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.

IM GRUPO BANCO POPULAR EMPRESAS VII, FT is a revolving cash
securitization of loans granted by Banco Popular Espanol
S.A.("Banco Popular", Long Term Deposit Rating: Ba1 Not on Watch)
and Banco Pastor, S.A. (NR) to small and medium-sized enterprises
(SMEs) and self-employed individuals located in Spain.

Banco Popular Espanol S.A. and Banco Pastor, S.A. will act as
servicers of the loans, while InterMoney Titulizacion, S.G.F.T.,
S.A. will be the management company (Gestora) of the Issuer.

                         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 provisional pool analysed was, as of October 2016, composed
of a portfolio of 33,546 loan contracts granted to obligors
located in Spain.  Most of the assets were originated between
2015 and 2016, and have a weighted average seasoning of 1.1 years
and a weighted average remaining term of 4.0 years.  The top
three industry sectors in the pool, in terms of Moody's industry
classification, are Beverage, Food & Tobacco (26.2%),
Construction & Building (15.4%) and Hotel, Gaming & Leisure (7%).
The entire pool consists of unsecured loans.  Geographically, the
borrowers are located mostly in the regions of Catalonia (18.1%),
Andalusia (16.4%) and Madrid (13.9%).  At closing, there will be
no loans more than 90 days in arrears and loans more than 30 days
in arrears will be limited to 1% of the pool balance.

In Moody's view, the credit positive features of this deal
include, among others: (i) granular pool (with an effective
number of obligors of over 4,000), (ii) the portfolio is
diversified across industry sectors and geographical regions;
(iii) low exposure to the real estate development sector,
representing 2.5% of the pool volume of the initial portfolio and
limited to 6% in the replenished portfolio.  The transaction also
shows a number of credit weaknesses, including: (i) there is a
high degree of linkage to Banco Popular as holder of the Issuer's
account, since this account may hold significant amounts of non-
invested cash during the revolving period; (ii) the two-year
revolving period allows for a potential deterioration of the
credit quality of the portfolio; (iii) while the portfolio
eligibility criteria exclude the refinancing of loans that were
previously in arrears, it does not exclude those refinancing
loans granted to prevent the arrears situation, potentially
exposing the portfolio to weaker obligors and hence potential
arrears volatility at the end of the revolving period; (iv) there
is no interest rate hedge mechanism in place while the notes pay
a floating coupon and 38.6% of the pool balance are fixed rate
loans.

In its quantitative assessment, Moody's assumed an inverse normal
default distribution for this securitised portfolio due to its
granularity.  The rating agency derived the default distribution,
namely the relevant main inputs such as the mean default
probability and its related standard deviation, via the analysis
of: (i) the characteristics of the loan-by-loan portfolio
information, complemented by the available historical vintage
data; (ii) the potential fluctuations in the macroeconomic
environment during the lifetime of this transaction; and (iii)
the portfolio concentrations in terms of industry sectors and
single obligors.  Moody's assumed the cumulative default
probability of the initial portfolio to be equal to 8.0% over a
weighted average life of 2.3 years, with a coefficient of
variation (CoV, i.e. the ratio of standard deviation over mean
default rate) of 50%.  To account for a potential deterioration
in the credit quality of the portfolio through the pool
replenishments, Moody's assumed that the cumulative default
probability of the portfolio will increase gradually, reaching
13.7% over a weighted average life of 3 years at the end of the
revolving period.  The rating agency has assumed stochastic
recoveries with a mean recovery rate of 35% and a standard
deviation of 20%.  In addition, Moody's has assumed the
prepayments to be 15% per year.  These assumptions correspond to
a portfolio credit enhancement of 21.2% for the initial
portfolio.

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

The ratings address the expected loss posed to investors by the
legal final maturity of the notes.  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.

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; (3) an increase in country risk.

Factors or circumstances that could lead to an upgrade of the
ratings affected by today's action would be the better-than-
expected performance of the underlying assets, a decline in
counterparty risk or decreased country risk.

Moody's also tested other set of assumptions under its Parameter
Sensitivities analysis.  If the assumed default probability of 8%
used in determining the initial rating was changed to 10.4% and
the recovery rate of 35% was changed to 25%, the model-indicated
ratings for Serie A and Serie B of A3(sf) and Caa2(sf) would be
Baa3 (sf) and Caa3 (sf) respectively.

Parameter Sensitivities provide a quantitative, model-indicated
calculation of the number of notches that a Moody's-rated
structured finance security may vary if certain input parameters
used in the initial rating process differed.  The analysis
assumes that the deal has not aged.  It is not intended to
measure how the rating of the security might migrate over time,
but rather, how the initial rating of the security might differ
as certain key parameters vary.


ISOLUX CORSAN: S&P Affirms Then Withdraws 'CC/C' CCRs
-----------------------------------------------------
S&P Global Ratings affirmed its long- and short-term corporate
credit ratings on Spain-based engineering and construction
company Isolux Corsan S.A. at 'CC/C'.  S&P subsequently withdrew
the ratings at the company's request. At the time of the
withdrawal, the outlook was negative.

At the time of the affirmation and withdrawal, Isolux was
continuing to progress plans to restructure all of its
outstanding debt.  The restructuring assumes the exchange of all
outstanding secured and unsecured debt (including the EUR850
million senior unsecured notes), contingent liabilities,
factoring, and nonrecourse project financing into three tranches
of new debt and continued disposal of assets over the longer
term.

The proposed new debt will be divided into three tranches:

   -- Tranche A) up to EUR250 million of secured debt and
      EUR125 million of factoring;
   -- Tranche B) about EUR550 million of "sustainable" debt; and
   -- Tranche C) a facility of about EUR1.4 billion that can be
      partially capitalized.

S&P views this offer as a distressed exchange, given Isolux's
currently weak credit standing and liquidity.


VALENCIA: S&P Affirms 'BB/B' ICRs on Very High Tax-Supported Debt
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB/B' long- and short-term
issuer credit ratings on the Spanish region the Autonomous
Community of Valencia (AC Valencia).  The outlook is stable.

                            RATIONALE

The ratings on AC Valencia mainly reflect the region's very high
tax-supported debt, surpassing our highest benchmark.  S&P
factors in its view of AC Valencia's less-than-adequate
liquidity, based on its very low internal capacity to generate
cash, which is mitigated by the region's strong access to central
government liquidity facilities.  S&P believes that the region
has weak financial management, resulting in very weak budgetary
performance.  S&P also regards AC Valencia's budgetary
flexibility as weak, given that S&P views its ability to cut
expenditures as limited compared with other Spanish normal-status
regions.

S&P's ratings on AC Valencia are supported by S&P's assessment of
the institutional framework for Spanish normal-status regions as
evolving but balanced.  S&P views AC Valencia's economy as
average and limited by its weak socioeconomic profile.  In S&P's
opinion, AC Valencia has low contingent liabilities.

The 'BB' long-term rating is at the same level as S&P's
assessment of AC Valencia's stand-alone credit profile.

S&P's view of the institutional framework of Spain's normal-
status regions as evolving but balanced hinges on the strong
support that regions receive from the central government.  Since
2012, the central government has sponsored liquidity facilities
to help regions fund their financial needs and clear or reduce
their arrears, requiring them to adhere to financial and fiscal
conditions.  AC Valencia has extensively used the central
government liquidity facilities since their inception in 2012.
On the positive side, S&P also factors in the improved
transparency on budgetary performance and period of payment to
suppliers.

However, S&P thinks that the system still suffers from some
weaknesses.  In S&P's view, the main drawback is the difficulty
in matching revenues and expenditures, due to rigid expenses and
revenues that are sensitive to the economic cycle.  Despite some
improvements since the onset of the financial crisis in 2008,
regions continue posting high deficits and accumulating debt.  In
the case of AC Valencia, the region's large revenue-spending
imbalance is also the result of the structural features of the
regional financing system.

In S&P's view, the central government has not applied the full
range of coercive measures it could use with regions that do not
comply with fiscal targets as a result of the delay in the reform
of the regional financing system.  S&P sees this is a key reform
for regional long-term financial sustainability.  Given the
political fragmentation in Spain following the June 2016
election, S&P views as unlikely that the regional financing
system will undergo any major reform over S&P's forecast horizon
through 2018. In any case, S&P do not think that such a reform
would be detrimental to AC Valencia.

The Valencia region is one of the least wealthy in Spain, with
GDP per capita at 88.4% of the national average in 2015, based on
data from the national statistics office.  Its unemployment rate
is high, at 20.2% in the third quarter of 2016 against a national
average of 18.9%.  S&P uses national GDP per capita figures to
evaluate the economic strength of Spanish normal-status regions,
reflecting the equalization features in their financing system.
However, S&P estimates that AC Valencia's relatively weak
socioeconomic profile is not adequately compensated by Spain's
equalization system, which weighs on S&P's assessment of AC
Valencia's economy.

Over the past three years the region has failed to cut its large
deficit, which averaged about 36% of total revenues over 2013-
2015.  Some of the deficit reflects the impact on budgetary
figures of the recognition of previous years' expenses, mainly
related to the health care system.  These expenditures had
already been recorded in official deficit figures, through
national accounting adjustments, but had not been recognized in
the budget.

In S&P's base case, it anticipates that AC Valencia's operating
revenues will grow by 10.6% in 2016, compared with the level in
2015, in line with S&P's previous estimate.  This strong growth
stems from a substantial increase of revenues from the regional
financing system.  Advances from the financing system increased
by 5.2% thanks to Spain's better economic environment, while the
settlement of 2014 (cashed in in 2016) is over 1.9x the
settlement of 2013 (received in 2015).

AC Valencia has included in its 2016 budget and in its 2017 draft
budget about EUR1.3 billion of additional transfers from the
central government as a political vindication to reform the
regional financing system and offset the region's structural
underfunding.  However, the central government has yet to grant
these amounts or overhaul the system, and S&P therefore do not
include them in its assessments.

In S&P's base-case scenario, it anticipates that AC Valencia's
operating expenditures before interest will decrease by 0.7% in
2016, unless more expenditures from previous years are recognized
in the budget during the year, which is difficult to predict.
S&P forecasts that interest expenses will drop by about 45%, due
to the impact of the central government's decision to reduce the
interest rates it applies to its liquidity facilities.

S&P expects AC Valencia's operating deficit will exceed 10% of
operating revenues on average, with deficits after capital
accounts above 15% of total revenues on average over S&P's 2016-
2018 forecast horizon.

S&P considers that AC Valencia's current weak financial position
stems to a large degree from years of underfunding.  S&P
understands that the region receives financing per capita that is
about 10 percentage points below the national average.  Revenues
from the financing system barely cover the minimum standards of
service for welfare services, which are determined by the central
government.  In the absence of a reform of the regional financing
system, S&P expects AC Valencia's budgetary consolidation path
will be very gradual.

S&P views AC Valencia's budgetary flexibility as weak in an
international context, given the region's limited ability to cut
expenditures.  The region's operating expenditures per capita are
already among the lowest in Spain.  This largely explains the
obstacles the region faces in reducing its deficits.

In 2015, AC Valencia received EUR8.6 billion from the central
government's liquidity facilities to fund its needs, including
EUR3.7 billion of unfunded deficits of previous years.  For 2016,
S&P expects AC Valencia will receive about EUR7 billion.  S&P
thinks that if the region did not receive the entire amount in
2016, it would receive it in 2017, which would have no effect on
S&P's assessment of the region's debt burden.

The extraordinary debt AC Valencia incurred to clear the previous
year's deficit pushed up tax-supported debt in 2015 to 372.3% of
consolidated operating revenues.  Nevertheless, S&P's expectation
of lower deficits leads it to anticipate a gradual stabilization
of the tax-supported debt ratio at about 364% of consolidated
operating revenues over 2016-2018.  In S&P's previous review, it
expected tax-supported debt to reduce further to 350% of
consolidated operating revenues because S&P projected a more
dynamic economic growth than now.

AC Valencia's debt level surpasses S&P's highest debt
benchmark -- 270% of consolidated operating revenues.  The
region's debt -- although very high -- is increasingly becoming
debt of the central government and is being repaid by the central
government.  This mitigates the risk arising from AC Valencia's
large stock of debt, in S&P's opinion.

S&P believes AC Valencia has low contingent liabilities.  In
S&P's opinion, the regional government's measures to streamline
its public sector and directly manage its debt limit the impact
of the region's public sector on its credit profile.  S&P
includes all of the debt of AC Valencia's satellite companies in
its calculations of total tax-supported debt. Importantly, debt
maturities of companies under the European System of National and
Regional Accounts (ESA)-2010 scope are eligible for central
government funding, which S&P thinks limits the potential risk
they may entail.

In S&P's assessment of AC Valencia's financial management as
weak, S&P takes into account the region's track record of high
deficits and debt accumulation during years of economic growth,
as well as those recorded following Spain's economic crisis that
started in 2008.  These deficits may be attributed in part to
below-average equalization transfers between regions to AC
Valencia under Spain's public finance system, but also to large
expenditures that the region didn't adjust swiftly enough when
revenues fell sharply.  S&P's assessment of AC Valencia's
management also incorporates S&P's opinion about the region's
unrealistic budgeting of revenues.

                           LIQUIDITY

S&P's short-term rating on AC Valencia is 'B'.

S&P considers AC Valencia's liquidity as less than adequate,
based on S&P's view of the region's weak debt service coverage
ratio, mitigated by what S&P views as a strong access to external
liquidity.

In S&P's assessment of the region's debt service coverage ratio,
it factors in S&P's estimate of its internal cash generation
capacity and available credit lines.  S&P's main liquidity ratio
(which reflects S&P's base-case scenario of average cash over the
next 12 months and available credit lines) covers less than 40%
of AC Valencia's debt service for the next 12 months, which S&P
estimates at EUR3.9 billion.

S&P's view of AC Valencia's strong access to external liquidity
incorporates S&P's assumption that the central government will
continue providing strong liquidity support to the regional tier
through its liquidity facility, Fondo de Financiacion de las
Comunidades Autonomas.  This support underpins S&P's ratings on
Spanish normal-status regions, including those on AC Valencia.

                              OUTLOOK

The stable outlook incorporates S&P's expectation that AC
Valencia's budgetary and economic performance will be in line
with S&P's base-case scenario over 2016-2017, in which S&P
envisage gradual budgetary consolidation.  S&P also factors in
its anticipation that the region will continue receiving funds
from the central government's liquidity facilities in a timely
manner, in the absence of a structural reform to improve its
budgetary framework.

S&P could downgrade AC Valencia if S&P saw evidence of a lack of
commitment from the region's financial management to budgetary
consolidation with higher deficits after capital accounts than in
S&P's base case.  This would likely lead S&P to revise down its
assessment of the region's budgetary flexibility.

Conversely, S&P could upgrade AC Valencia if S&P thought that the
region was likely to benefit from a substantial and structural
improvement in its financing, while maintaining a firm grip on
expenditures despite revenue increases.  This would involve, for
example, a structural improvement in the region's budgetary
metrics, resulting in a substantial reduction of tax-supported
debt to below 270% of consolidated operating revenues.  S&P could
also upgrade AC Valencia if S&P expected it to benefit from debt
relief from the central government, such that its tax-supported
debt structurally fell below S&P's highest debt benchmark of 270%
of consolidated operating revenues.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the above rationale and outlook.  The weighting of
all rating factors is described in the methodology used in this
rating action.

RATINGS LIST

                                       Rating
                                       To              From
Valencia (Autonomous Community of)
Issuer Credit Rating
  Foreign and Local Currency           BB/Stable/B
BB/Stable/B
Senior Unsecured
  Local Currency                       BB              BB
Short-Term Debt
  Local Currency                       B               B
Commercial Paper
  Foreign and Local Currency           B               B


===========
S W E D E N
===========


ARISE AB: Egan-Jones Assigns 'B' Sr. Unsecured Debt Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on Oct. 27, 2016, assigned 'B' senior
unsecured ratings on debt issued by Arise AB.  EJR also assigned
B ratings on the Company's commercial paper.

Arise AB, formerly Arise Windpower AB, is a Sweden-based company
active in the renewable energy sector. The Company is engaged in
the marketing of electricity generated using its own wind
turbines.



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


PRIVAT: Fitch Affirms 'CCC' Long-Term Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed PJSC CB PrivatBank's (Privat) and Bank
Pivdennyi's (PB) Long-Term Foreign Currency Issuer Default
Ratings (IDR) at 'CCC'.

KEY RATING DRIVERS

VRs, IDRs, SENIOR DEBT AND NATIONAL RATINGS

The IDRs are driven by the banks' respective standalone
creditworthiness, as expressed by the 'ccc' Viability Ratings
(VRs). The VRs reflect weak asset quality, limited additional
loss absorption capacity and modest core profitability that makes
the banks' credit profiles highly vulnerable to further
recognition of asset impairment.

The VRs also consider the banks' relatively stable regulatory
capital levels compared to direct peers -- given moderate
additional provisioning requirements so far identified in the
sector asset quality review -- and funding profiles. The latter
is due to reduced deposit volatility as the exchange rate
stabilised somewhat since 1Q15.

PRIVAT

At end-1H16, Privat reported non-performing loans (NPLs, loans
more than 90 days overdue) at 12% of total loans and individually
impaired loans other than NPLs at a further 28% (end-2015: 12%
and 29%, respectively). Reserve coverage of total impaired loans
(including NPLs) was a low 37%, with unreserved impaired loans
equal to 156% of Fitch Core Capital (FCC).

Privat has been required by the National Bank of Ukraine (NBU) to
obtain additional collateral for a significant portion of
corporate loans, a process which started in 2016 and will likely
be extended at least into 2017. Collateral structures and
property valuations will be crucial in determining future reserve
requirements.

High related-party lending, large borrower and sector
concentrations (the largest oil trading segment accounted for 20%
of loans) and a still material share of FX-lending (49% of
total), mostly to unhedged borrowers, remain sources of
heightened credit risk. Related-party lending was reported in
IFRS accounts at a high 19% of loans (equal to 109% of FCC) at
end-1H16 (end-2015: 18% and 119%, respectively), but in Fitch's
view this may not fully capture all exposures to affiliated
entities, given limitations on ownership transparency in Ukraine.

The FCC ratio was 12% at end-1H16, and Privat reported a total
regulatory capital adequacy ratio (CAR) of around 10% at end-
3Q16. The latter was just in line with the usual regulatory
minimum level, although the NBU has allowed banks to have CARs as
low as 5% in 2016-2017, before raising the minimum requirement
back to 10% by 2019. Regulatory forbearance in respect to only
gradual strengthening of loan book quality and provisioning is
important for Privat's reported solvency, in Fitch's view.

Weak performance, driven by increased funding and credit risk
costs, mean that internal capital generation has been inadequate.
Pre-impairment profit, adjusted for interest income accrued but
not received in cash, was negative in 9M16.

Sector deposit trends have stabilised in 9M16, and Privat has
reported steady inflows. The bank's schedule of external debt
repayments appears manageable following a restructuring in 2015.
At end-9M16, the bank's FX-liquidity cushion of USD670m was
sufficient to repay all wholesale external debt, although the
stability of the bank's highly dollarised deposit funding is also
key to maintaining FX liquidity. Net of scheduled external
wholesale debt repayments in the next 12 months, FX liquidity
covered around 11% of FX deposits at end-3Q16.

Privat's UAH-liquidity is highly reliant on deposit trends and
access to NBU funding. Fitch views Privat's financial flexibility
as limited in light of scheduled repayments of NBU funding (equal
to 9% of end-3Q16 total liabilities) to August 2017. However, our
base case expectation is that local currency liquidity support
will be available for Privat from the NBU, as long as the
regulator views the bank's solvency as adequate. Privat's
systemic importance is underlined by the bank's 36% market share
in retail deposits.

PB

At end-1H16, PB reported NPLs at 9% of total loans, and
individually impaired loans (other than NPLs) contributed a
further 20% of loans (end-2015: 11% and 23%, respectively).
Reserve coverage of total impaired loans (including NPLs) was low
at 45%, reflecting the bank's reliance on loan collateral.
Recovery rates on these could be significantly constrained by a
difficult operating environment, while additional downside risks
to asset quality also stem from large borrower concentrations and
FX lending (67% of the total), the latter mostly to weakly hedged
borrowers.

PB's loss absorption capacity is limited, with a regulatory CAR
of around 10% at end-3Q16. Fitch does not expect this to improve
markedly given only moderate recapitalisation plans to end-2017
(equal to around 11% of end-3Q16 regulatory capital). "We expect
pressure on PB's capital to remain significant as the bank's
unreserved impaired loans were a high 92% of FCC at end-1H16, and
annualised pre-impairment profit (net of non-core revenues), at
0.3% of average gross loans in 1H16, offered only negligible
capacity to absorb additional credit losses." Fitch said.

"We expect pre-impairment performance to be constrained by still
high, although gradually decreasing, funding and credit risk
costs." Fitch said.

PB's deposit base remained generally stable in 9M16, reflecting
broader sector trends. The bank has limited reliance on wholesale
markets, while its liquidity management, in particular in FX, is
highly reliant on access to FX liquidity through its Latvian
subsidiary. Should this access become more constrained, PB's FX
liquidity position would likely weaken significantly.

SUPPORT RATINGS AND SUPPORT RATING FLOORS

Both banks' Support Rating Floors of 'No Floor' and Support
Rating of '5' reflect Fitch's view that support cannot be relied
on due to the Ukrainian authorities' limited financial
flexibility to provide extraordinary support to banks, the two
banks' private ownership and, in the case of PB, its limited
systemic importance. Potential support from the shareholders,
while possible, is also not factored into the ratings, as its
probability cannot be reliably assessed.

RATING SENSITIVITIES

The banks' VRs and IDRs could be downgraded if further
deterioration in asset quality results in capital erosion,
without sufficient support being provided by the shareholders, or
if deposit outflows sharply erode banks' liquidity, in particular
in foreign currency.

Further stabilisation of the country's economic prospects,
combined with an improvement of banks' loss absorption capacity,
would reduce downward pressure on ratings. However, an upgrade of
either of the banks would probably require a significant
strengthening of asset quality.

The rating actions are as follows:

   PrivatBank

   -- Long-Term Foreign and Local Currency IDRs: affirmed at
      'CCC'

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

   -- Viability Rating: affirmed at 'ccc'

   -- Senior unsecured debt of UK SPV Credit Finance plc:
      affirmed at 'CCC'/Recovery Rating 'RR4'

   -- Support Rating: affirmed at '5'

   -- Support Rating Floor: affirmed at 'No Floor'

   -- National Long-Term Rating: downgraded to 'BB(ukr) ' from
      'A- (ukr)', Negative Outlook

   Pivdennyi Bank:

   -- Long-Term Foreign Currency IDR: affirmed at 'CCC'

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

   -- Support Rating: affirmed at '5'

   -- Support Rating Floor: affirmed at 'No Floor'

   -- Viability Rating: affirmed at 'ccc'


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


659 TAXIS: Enters Administration, Seeks Buyers
----------------------------------------------
The Press reports that one of York's biggest taxi or private hire
companies has gone into administration.

Six Five Nine Cars Ltd in Layerthorpe, which trades as 659 Taxis,
is continuing to trade while a buyer is sought, according to The
Press.

Rob Sadler  -- rob.sadler@begbies-traynor.com -- and Dave
Broadbent -- dave.broadbent@begbies-traynor.com --  of the York
business recovery practice Begbies Traynor, were appointed as
joint administrators after a hearing at Leeds county court.

They said the business had traded in York for over 15 years and
had one of the largest fleets of private hire vehicles in the
city, the report notes.

"All 10 support staff have retained their jobs, along with the
drivers all of whom are self-employed," said a spokeswoman, the
report relays.

Joint administrator Rob Sadler said: "Unfortunately, the business
has recently suffered from management issues and cash flow
problems.

"This led to a creditor asking the court to put the company into
administration.

"However, it is very much business as usual for customers, staff
and drivers.

"We have already received inquiries from a number of interested
parties and we are confident that we will be able to find a buyer
for the business as a going concern, so delivering the best
return possible for creditors."


ASCENTIAL: S&P Raises CCR to 'BB' Then Withdraws Rating
-------------------------------------------------------
S&P Global Ratings raised to 'BB' from 'B+' its long-term
corporate credit rating on U.K.-based business-to-business
information provider and events group Ascential and its senior
secured debt instruments.

S&P subsequently withdrew all the ratings at Ascential's request.
The outlook was stable at the time of the withdrawal.

The upgrade reflects S&P's view that the strong improvement in
Ascential's credit metrics is sustainable and that its business
risk profile remains unchanged, underpinned by robust operating
performance.  Ascential has outperformed S&P's forecast, and
significantly reduced its leverage since its IPO earlier this
year.


BOLTON: Boardroom Talks Progress as Firm Face Administration
-------------------------------------------------------------
burndenaces.co.uk reports that Ken Anderson and Dean Holdsworth
are locked in boardroom talks, after it emerged Bolton face the
daunting prospect of administration by the close of 2016.

The Wanderers co-owners, who purchased the club from Eddie Davies
in March, have failed to see eye-to-eye in recent months, leaving
Anderson to go alone, according to burndenaces.co.uk.

Mr. Anderson was forced to cancel a Q&A evening with supporters
due to 'high level' talks.  Subsequent speculation linking the
club with a Saudi-based takeover was strongly denied and it has
since been confirmed that the Trotters chairman is seeking to
purchase Holdsworth's 40% share, the report notes.

Confirmation has yet to be forthcoming, but The Bolton News
report a deal has been struck, in principle, that would see
Anderson take full control of the club ahead of a scheduled
meeting with EFL officials, the report relays.

Earlier in the day, Mr. Anderson revealed administration was
almost a certainty if a deal could not be agreed, stating: "It
would be a last resort, but if we do not reach an agreement there
would be no alternative but to appoint an administrator, the
report says.

"If I don't put the money in, or Dean, then the club won't get to
the end of next month. Creditors and salaries are due.

"If there is an agreement, we carry on trading as normal.

"It is such a shame to be talking like this when everything else
is going so well."

Mr. Holdsworth is said to be reluctant to sell his share of the
club he worked hard to seize control of at the start of the year,
but is willing to conduct business in order to protect their
long-term stability and future, the report adds.


CLAVIS SECURITIES 2006-1: Fitch Cuts Class A3a Notes Rating to B
----------------------------------------------------------------
Fitch Ratings has downgraded eight tranches of Clavis Securities
plc Series 2006-01 (Clavis 06). Fitch has also affirmed nine
tranches, upgraded one tranche and affirmed 3 currency swap
obligations of Clavis Securities plc Series 2007-01(Clavis 07).

The transactions contain pools of residential mortgages
originated by GMAC-RFC Limited, a non-conforming mortgage lender.
The rating action on Clavis 06 follows from the transaction being
placed on Rating Watch Negative (RWN) on 27 October 2016.

KEY RATING DRIVERS

Clavis 06 - Short dated note maturity

As specified in the RAC dated 27 October 2016, the Clavis 06
class A3 notes are exposed to maturity risk.

Fitch has conducted further analysis by testing different
prepayment scenarios. In Fitch's analysis the ability of the
transaction to make repayments to the class A3a and A3b notes by
the legal final maturity date is primarily constrained by our low
prepayment rate assumption. This assumption is not usually a key
rating driver because note legal final maturity dates extend
beyond scheduled loan maturity dates. Under Fitch's standard low
prepayment rate assumption the class A3a and A3b notes are not
fully repaid by legal final maturity.

In its analysis, for the 'Bsf' rating scenario Fitch instead
applied a low prepayment rate assumption of 11.5% (but higher
than our standard prepayment assumption) based on observed
performance in the past year. In such a scenario the class A3a
and A3b notes are expected to be repaid by the legal final
maturity date. The application of an alternative low prepayment
rate assumption is a variation to the criteria.

The ability of the transaction to make repayment on the class A3a
and A3b notes by the legal final maturity date will also depend
on the extent to which the small number of loans scheduled to
mature after the legal final maturity date are subject to default
and prepayment relative to the loans in the pool that are
scheduled to mature prior to the legal final maturity date.

Strong Asset Performance

The prolonged low interest rate environment, combined with a
stable economy in the UK, has supported borrower affordability.
In terms of loans that are in arrears by three months or more
compared with current pool balances, the Fitch non-conforming
index has dropped to around 9% in August 2016 from its peak of
around 19% in May 2010.

For both transactions, loans that are in arrears by three months
or more compared with their respective current pool balances,
were at around 4% and 5% for Clavis 06 and Clavis 07
respectively, in August 2016.

For Clavis 07, Fitch found the current level of credit
enhancement (CE) sufficient to withstand the rating stresses.
This led to the affirmations and upgrade to the note ratings.

Counterparty Remedial Action Taken

The Royal Bank of Scotland Group plc (RBS, BBB+/F2) in its role
of currency swap provider in Clavis 07 was downgraded on 19 May
2015, below the threshold to support 'AAAsf' note ratings without
posting collateral. RBS is presently posting collateral
consistent with Fitch's criteria.

Unhedged Basis Risk

Both pools contain loans that are linked to the Bank of England
Base Rate (BBR). Clavis 07 does not benefit from a basis swap,
which could give rise to a mismatch between BBR paid by the loans
and LIBOR paid on the notes. As such, in line with its criteria,
Fitch applied a haircut to the coupons received on the loans,
reducing the amount of excess spread available in the
transaction.

Interest-only Concentration

Both transactions have material concentration of interest-only
(IO) loans maturing within a three-year period during the
lifetime of the transaction. As per its criteria, Fitch carried
out a sensitivity analysis assuming an increased default
probability for these loans. No rating action was deemed
necessary as a result of the IO loan concentration. Nevertheless,
Fitch will keep monitoring this risk as the loans continue to
amortise.

Pro rata Payments

Due to the strong performance, the pro rata conditions are
currently being met in both transactions. As such, future CE
build-up will be limited. Clavis 07 will switch back to
sequential payments once the pool balance reaches 10% of its
original balance. This will allow for a sustained CE build-up.
Clavis 06 does not have this structural feature in place.

Currency Swap Obligations

The affirmation of the Clavis 07 currency swap obligation ratings
are based on Fitch's view that the swap payment obligations rank
pro rata with the referenced notes. Consequently, the credit
profiles of the currency swap payment obligations are consistent
with the long-term rating on the referenced notes.

RATING SENSITIVITIES

Fitch will monitor the maturity profile of the Clavis 06 pool. If
the portion of loans maturing after December 2031 reduces this
may lead to an upgrade of the note ratings.

In Clavis 07, the class A3 note ratings are dependent on RBS
posting collateral. If the amounts posted drop below the amounts
required to support 'AAAsf' note ratings under Fitch's current
criteria, the note ratings may be downgraded.

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 transactions. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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:

   -- Loan-by-loan data provided by Bluestone Mortgages Limited
      as at August 31, 2016

   -- Transaction reporting provided by Bluestone Mortgages
      Limited as at 15 September 2016

   -- Discussions and updates provided by Bluestone Mortgages
      Limited as at 24 October 2016

MODELS

ResiEMEA.

EMEA RMBS Surveillance Model.

EMEA
Cash Flow Model.

Fitch has taken the following action:

   Clavis Securities plc Series 2006-01

   -- Class A3a ISIN(XS0255457706); downgraded to 'Bsf' from
      'AAAsf'; off RWN; Outlook Stable

   -- Class A3b ISIN(XS0255438748); downgraded to 'Bsf' from
      'AAAsf'; off RWN; Outlook Stable

   -- Class M1a ISIN(XS0255424441); downgraded to 'Bsf' from
      'AA+sf'; off RWN; Outlook Stable

   -- Class M1b ISIN(XS0255439043); downgraded to 'Bsf' from
      'AA+sf'; off RWN; Outlook Stable

   -- Class M2a ISIN(XS0255425414); downgraded to 'Bsf' from
      'Asf'; off RWN; Outlook Stable

   -- Class B1a ISIN(XS0255425927); downgraded to 'Bsf' from
      'BBBsf'; off RWN; Outlook Stable

   -- Class B1b ISIN(XS0255440728); downgraded to 'Bsf' from
      'BBBsf'; off RWN; Outlook Stable

   -- Class B2a ISIN(XS0255426818); downgraded to 'Bsf' from
      'BBsf'; off RWN; Outlook Stable

   Clavis Securities plc Series 2007-01

   -- Class A3a ISIN(XS0302268361); affirmed at 'AAAsf'; Outlook
      Stable

   -- Class A3b ISIN(XS0302269096); affirmed at 'AAAsf'; Outlook
      Stable

   -- Class Aza ISIN(XS0302268445); affirmed at 'AAAsf'; Outlook
      Stable

   -- Class M1a ISIN(XS0302269682); affirmed at 'AAsf'; Outlook
      Stable

   -- Class M1b ISIN(XS0302270854); affirmed at 'AAsf'; Outlook
      Stable

   -- Class M2a ISIN(XS0302270185); affirmed at 'Asf'; Outlook
      Stable

   -- Class M2b ISIN(XS0302271662); affirmed at 'Asf'; Outlook
      Stable

   -- Class B1a ISIN(XS0302270268); affirmed at 'BBBsf'; Outlook
      Stable

   -- Class B1b ISIN(XS0302271829); affirmed at 'BBBsf'; Outlook
      Stable

   -- Class B2 ISIN(XS0302270342); upgraded to 'BB+sf' from
      'BBsf'; Outlook Stable

   -- Class A3b currency swap obligation; affirmed at 'AAAsf';
      Outlook Stable

   -- Class M2b currency swap obligation; affirmed at 'Asf';
      Outlook Stable

   -- Class B1b currency swap obligation; affirmed at 'BBBsf';
      Outlook Stable


DRAX POWER: S&P Puts 'BB' CCR on CreditWatch Positive
-----------------------------------------------------
S&P Global Ratings placed its 'BB' long-term corporate credit
rating on U.K.-based power generator Drax Power Ltd. on
CreditWatch positive.

At the same time, S&P placed its 'BB+' issue rating on Drax's
senior secured credit facility on CreditWatch positive.  The
recovery rating on this debt is '2L', indicating S&P's
expectation of recovery in the lower half of the 70%-90% range in
the event of a payment default.

The CreditWatch placement reflects S&P's base-case expectation
that Drax will be awarded regulated remuneration under the
contract for difference (CFD) at a price of no less than
GBP100 per Megawatt hour (MWh) in the next three months.  In
S&P's view, this would improve Drax's revenue and earnings
prospects, in line with its strategy to have the bulk of its
revenue and EBITDA generated by contracted transactions over the
coming three years. Furthermore, the CreditWatch placement
reflects that Drax has completed the capital expenditure (capex)
associated with converting its third unit to biomass, which in
S&P's view could lead to a period of positive free cash flow for
the business over the next year, assuming no material
acquisitions or expansions in other areas.  Over the past few
months, this unit has already been receiving renewable obligation
certificates (ROCs) through generation using biomass.

S&P's CreditWatch placement assumes that Drax will contain growth
capex and acquisition-related costs in line with S&P's current
base-case assumptions of about 55% of aggregated EBITDA for 2016
and 2017.  The CreditWatch placement on the senior debt issuance
assumes that Drax will not take on additional priority
liabilities beyond GBP80 million (for example, through greater
utilization of the Haven monetization facility), as this could in
turn lower recovery prospects for senior secured debt.

The rating on Drax continues to reflect S&P's assessment of the
company's important position in the U.K. power markets,
accounting for about 8% of generation capacity.  In addition, it
reflects that Drax remains exposed to market prices for
commodities and power, and is subject to regulatory and
environmental constraints as three of its units are coal-fired.
Over the past few years, Drax has gradually transformed itself
into a predominantly biomass-fueled generator.  The rating also
reflects Drax's exposure to coal and carbon costs, and therefore
the dark green spread (the difference between the power price and
the prices of coal and carbon).  Finally, execution risk
associated with obtaining a CFD contract for the third unit is
also incorporated into Drax's business risk profile.

The rating is also supported by strong debt coverage ratios and
strong liquidity.  S&P forecasts that Drax's ratio of funds from
operations (FFO) to debt will remain solid, comfortably exceeding
45% through 2017 on aggregate.  S&P also notes that the peak
capex phase is essentially completed, which should bring free
cash flows back to positive levels from 2017.

S&P views Drax's plan to transform into a predominantly biomass-
fueled generator as a positive development, because it is
reducing the company's exposure to coal and increasing the
proportion of its earnings from subsidized renewables generation.
S&P continues to monitor closely political and regulatory
decisions concerning the biomass sector.  Most notably in the
near term, it will be important to see if S&P's base-case
assumptions concerning the granting of a CFD to the third unit do
materialize or whether ROCs will be the main way this unit
generates its earnings (in the absence of decision on a CFD).

Compared with peers, S&P views Drax's operation as exposed to
uncertainty around granting of the CFD, political and regulatory
risk concerning the sector, and relatively low absolute
profitability, resulting in a negative adjustment to the rating.

S&P expects to resolve the CreditWatch status in the coming three
months after the authorities make a decision on the CFD.

S&P would raise the ratings on Drax by one notch if a CFD
contract is granted, at GBP100/MWh-GBP105/MWh, on Drax's third
biomass unit in the next three months, and if S&P projects that
the company's adjusted FFO to debt will remain comfortably above
45% over the next three years.

S&P could affirm the rating if Drax is not to be granted a CFD in
the next three months.  This, in turn, would lead to greater
pressure on Drax's financial profile over the next year or two,
particularly if this is also associated with weaker FFO to debt
(below 45%) and reversion to negative free cash flows.  An
affirmation could also follow if Drax was to pursue acquisitions
which led to weakened free cash flows and higher-than-currently-
anticipated debt.  Although S&P's base case anticipates a solid
recovery in metrics in 2017, if Drax was to encounter unexpected
problems coupled with less supportive power prices and spreads,
the adjusted FFO-to-debt ratio could fall below 30%.

S&P could also review the one-notch uplift to senior secured debt
for recovery prospects at Drax if the entity uses considerably
more than GBP80 million under the Haven facility.


GB ENERGY: Energy Suppliers Submit Bids Following Collapse
----------------------------------------------------------
Karolin Schaps and Susanna Twidale at Reuters report that
Britain's biggest energy suppliers have submitted bids to take
over 160,000 customers left behind by bankrupt energy provider GB
Energy, which collapsed on Nov. 26 after being caught out by
rising market prices.

According to Reuters, sources familiar with the matter said all
of Britain's Big Six energy suppliers, EDF Energy, Innogy's
Npower, E.ON, Scottish Power, SSE and Centrica's British Gas,
have submitted bids in a tender run by regulator Ofgem to supply
GB Energy's customers.

"We've had lots of interest (in the tender)," Reuters quotes a
spokeswoman for Ofgem, which has up to 14 days to choose a new
supplier for GB Energy's customers, as saying.

GB Energy said on Nov. 26 that it was no longer trading after a
quick rise in energy prices and its inability to forward buy
energy meant its business had become untenable, Reuters relates.

In recent months, energy suppliers had grown increasingly
concerned about the possibility of a small supplier going under
as wholesale power and gas prices have spiked ahead of the peak-
demand period in winter, Reuters discloses.


LOVE COFFEE: Defends Company Voluntary Arrangement Proposal
-----------------------------------------------------------
Guy Montague-Jones at PropertyWeek.com reports that the directors
of Love Coffee have defended their actions after the British
Property Federation (BPF) strongly criticized the chain's Company
Voluntary Arrangement (CVA) proposal.


QUOTIENT LIMITED: Inks Separation Agreement With CFO
----------------------------------------------------
On Nov. 2, 2016, Quotient Limited and its chief financial
officer, Stephen Unger, mutually agreed that Mr. Unger would
leave the Company to pursue other career opportunities.

On Nov. 9, 2016, and effective as of the Separation Date, the
Company and Mr. Unger entered into a Separation and Release
Agreement.

Pursuant to the Separation Agreement, and consistent with the
terms of Mr. Unger's employment agreement with the Company, the
Company will pay Mr. Unger a lump-sum of $325,000 (equal to Mr.
Unger's annual base salary) and provide him with 12 months of
continued participation in the Company's medical and life
insurance plans.

In addition, pursuant to the Separation Agreement,
notwithstanding the termination of his employment, certain of the
unvested options to purchase ordinary shares held by Mr. Unger
will vest as follows on the following dates:

  * 22,400 on March 4, 2017;

  * 16,933 on April 29, 2017;

  * 7,500 on May 20, 2017; and

  * 5,000 on June 1, 2017.

The Separation Agreement further provides that Mr. Unger may
exercise the vested options held by him until Nov. 2, 2017, after
which any unexercised options will be forfeited.  Finally, Mr.
Unger will forfeit 17,500 unvested options and 37,500 multi-year
restricted share units.

The foregoing payments and benefits are subject to Mr. Unger's
continued compliance with a one-year non-competition covenant and
a two-year non-solicitation covenant applicable to employees,
customers and suppliers of the Company and its subsidiaries and
affiliates.

                      About Quotient Limited

Quotient is a commercial-stage diagnostics company committed to
reducing healthcare costs and improving patient care through the
provision of innovative tests within established markets.  With
an initial focus on blood grouping and serological disease
screening, Quotient is developing its proprietary MosaiQ
technology platform to offer a breadth of tests that is unmatched
by existing commercially available transfusion diagnostic
instrument platforms.  The Company's operations are based in
Edinburgh, Scotland; Eysins, Switzerland and Newtown,
Pennsylvania.

Quotient Limited reported a net loss of US$33.87 million for the
year ended March 31, 2016, a net loss of US$59.05 million for
the yera ended March 31, 2015, and a net loss of US$10.16 million
for the year ended March 31, 2014.

Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2016, citing that the Company has
recurring losses from operations and planned expenditure
exceeding available funding that raise substantial doubt about
its ability to continue as a going concern.


REGAIN POLYMERS: Wants to Enter CVA after Credit Limit Reduction
----------------------------------------------------------------
Letsrecycle.com reports that plastics compounder and recycler
Regain Polymers is seeking to enter a Company Voluntary
Arrangement (CVA) after a "massive reduction" in credit limits
from suppliers.

According to letsrecycle.com, suppliers to the company were
contacted by Regain's managing director Michael Eidecker who
informed them that Regain is proposing the CVA in order to deal
with an "unbearable level of debt owed from historic
developments."

The move would prevent the company going into administration,
letsrecycle.com notes.

A meeting of creditors has been scheduled for Dec. 7, in order
for the proposals to be considered, letsrecycle.com relays,
citing James Patchett -- james.patchett@turpinba.co.uk -- of
accountancy firm Turpin Barker Armstrong, joint nominees for the
proposal.

The firm will oversee the CVA, letsrecycle.com states.
Mr. Patchett told letsrecycle.com that all of Regain's creditors
have been notified of the CVA proposals.

Regain has noted that its own suppliers have cut credit limits
with the company over fears that it could follow sister company
Evolve into administration, letsrecycle.com relates.

Regain Polymers specializes in the extrusion of recycled hard
plastics for the automotive, environmental, horticultural,
packaging, and construction industries.


THOMAS COOK: Moody's Assigns B1 Rating to EUR300MM Sr. Notes
------------------------------------------------------------
Moody's Investors Service has assigned a B1 instrument rating to
Thomas Cook plc's new 5.5 year EUR300 million senior unsecured
notes as well as a B1-PD probability of default rating (PDR).
Concurrently, Moody's has affirmed Thomas Cook's B1 corporate
family rating.  The outlook remains stable.

"We have affirmed the B1 corporate family rating with a stable
outlook despite Thomas Cook's lower operating profitability in
FY09/2016 when assessed on a like-for-like.  In our view, Thomas
Cook's performance was relatively resilient as the company was
able to offset most of the adverse effects caused by terrorist
attacks and other external events," says Sven Reinke, a Moody's
Vice President - Senior Credit Officer and lead analyst for
Thomas Cook.

"The assignment of the B1 rating to the senior unsecured notes
reflects the pari passu position of the new notes with the vast
majority of the company's debt which limits subordination to the
small amount of secured debt in the capital structure,"
Mr. Reinke adds.

                        RATINGS RATIONALE

The affirmation of Thomas Cook's B1 corporate family rating
reflects the company's leading market positions, with earnings
which have remained largely resilient in fiscal year (FY) 2016
(12 months to September) after material improvements in the two
prior years.  While Thomas Cook's operating performance was
impacted by several terrorist attacks during the year as well as
the fail coup attempt in Turkey and the UK decision to leave the
EU, the FY09/2016 results show that the company's transformation
strategy has put the company on a more sustainable footing to
withstand adverse market conditions.

Thomas Cook reported an underlying EBIT of GBP308 million for
FY2016, largely unchanged compared with the EUR310 million
achieved in FY2015.  However, Thomas Cook did not only have
slightly higher exceptional items of GBP103 million compared with
GBP99 million in FY2015 but the underlying EBIT was also
supported by positive translational FX effects of GBP39 million
related to the weakening GBP.  The company's operating
performance was negatively impacted by a severe decline in demand
of holidays in Turkey (-47%), Egypt (-54%) and Tunisia (-83%)
which was partially offset with a shift towards other
destinations such as Spain (+8%) and Long Haul (+17%).  However,
in particular Thomas Cook's German airline Condor, which is the
market leader for flights to Turkey, suffered from the adverse
events -- the segment's underlying EBIT turned negative to GBP-10
million compared with positive GBP56 million in the previous
year.

For FY2017, Moody's expects that Thomas Cook will remain
resilient, as Moody's anticipates that the company will manage to
offset the challenges from the impact of potential additional
negative external events.  At this point and in the absence of
any major shock events, Moody's expects that Thomas Cook will be
able to deliver revenue and operating profit growth in FY2017.
However, the outlook is particularly uncertain not only because
of the unpredictable impact of potential terrorist attacks on the
demand for certain destinations but also because of the uncertain
impact of the UK's decision to leave the EU -- Thomas Cook
generated around half of its underlying EBIT in the UK in FY2016.

Thomas Cook's financial profile strengthened substantially since
2012, driven by higher operating profitability, the disposal of
non-core businesses and net debt reduction supported by a large
capital increase and the issuance of long term bond and bank
facilities.  However, the company's progress slowed down in
FY2016 owing to slightly lower operating profitability and the
translational impact of the weaker GBP on Thomas Cook's Euro
denominated debt.  In addition, the company's pension deficit has
increased to GBP509 million at FYE2016 from GBP329million at
FYE2015 owing to lower discount rates.  Moody's also notes that
the impact of the changed reporting of Thomas Cook's cash
pooling  -- the company now reports its cash pool exposures on a
gross basis which increases the level of gross debt and cash by
GBP542 million each but has no impact on the net debt position --
will increase the gross adjusted leverage by around 0.9x.

Accordingly, Thomas Cook's financial profile remained largely
unchanged in FY2016 if the impact of the changed cash pool
reporting is excluded as indicated by the gross adjusted leverage
metric which is estimated to be at 4.6x (5.5x including the cash
pool related higher gross debt), compared with 4.7x in FY2015 and
the retained cash flow (RCF)/net debt metric which improved
slightly to 22.6% compared with 19.7% in FY2015.  While both key
credit ratios positions the company relatively strongly in the B1
rating category, it should also be noted that Thomas Cook's gross
and net debt level is at the lowest point at the end of the
fiscal year in September and that debt levels are significantly
higher in Q1 of the company's fiscal year (October -- December)
owing to the large cash outflows for the payment of hotels and
other services from the previous summer season -- Moody's
estimates that the company's gross adjusted leverage is more than
a turn higher at the end of Q1 compared with the end of the
fiscal year.

Moody's views Thomas Cook's liquidity position as solid, with (1)
a syndicated credit facility of GBP500 million maturing in May
2019 (of this, just a small proportion is currently drawn in
respect of bonding requirements); (2) a two-year GBP150 million
bank facility providing flexibility for the redemption of
outstanding bonds (this facility cannot be drawn before June 2017
and expires in May 2018) and (3) substantial cash and cash
equivalents of GBP1,234 million at FYE2016 (excluding the impact
of the changed reporting of Thomas Cook's cash pooling), in line
with the company's cashflow profile at this time of the year --
the company's cash balance is at the highest point at around the
end of the fiscal year.  Thomas Cook's liquidity is sufficiently
flexible to meet its high seasonal cash swings, in particular in
the first quarter of the fiscal year, as well as the fairly low
debt maturities over the next couple of years.  The new
EUR300 million bond issuance provides Thomas Cook with
additional financial flexibility and Moody's anticipates that the
company will use the bond proceeds to early repay the 2017 bond
in full, and part of the 2020 bond.

B1 rating for the new 5.5-year senior unsecured notes reflects
the pari passu ranking with the vast majority of Thomas Cook's
debt. Similar to the existing notes, the new notes benefit from
upstream guarantees provided by the group's operating
subsidiaries which account for 83% of group's revenues and 82% of
the group's assets. However, there is a small degree of
subordination for holders of the new notes owing to limited
secured aircraft financing debt and the UK pension deficit.

                 RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that (1) Thomas Cook's
operating performance will continue to remain largely resilient
to geopolitical events; and (2) that the company will continue to
reduce its financial debt in line with its GBP300 million
reduction target which shall be achieved by the end of FY2018.

Overall, the rating agency expects Thomas Cook's financial
profile to improve, driven by gradually rising operating
profitability but also owing to debt reduction driven by positive
free cash flow generation.  As the rating is currently solidly
positioned in the B1 rating category, progress towards the 2018
financial targets would lead to positive rating pressure.

                WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would consider upgrading Thomas Cook's rating if the
company (1) were to demonstrate further the resilience of its
business model to external shocks; and (2) continues to improve
its operating performance.  Quantitatively, positive pressure
could arise if the group's gross adjusted leverage were to fall
sustainably below 4.5x and the RCF/net debt metric were to
increase above 20% throughout the seasonal swings of the year,
with the group retaining a solid liquidity profile to address the
high seasonal cash swings.

The rating could be downgraded if leverage were to increase above
5.5x at fiscal year-end in September and RCF/net debt were to
fall towards 15.0% over the next 12-18 months, or if the group's
liquidity profile were to deteriorate materially.

Thomas Cook Group plc, based in London, UK, is Europe's second-
largest tourism company.  The company retains leading positions
in the important outbound markets of Germany, the UK and Northern
European countries, and offers a broad range of travel products,
predominately comprising integrated package holidays.  In FY2016,
the group generated revenues of GBP7.8 billion and underlying
EBIT (before exceptionals) of GBP308 million.


XCITE ENERGY: Liquidation Petition Hearing Set for December 5
--------------------------------------------------------------
Alliance News reports that Xcite Energy PLC said a petition to
the Eastern Caribbean Supreme Court in the British Virgin Islands
requesting the company be put into liquidation, amongst other
things, will be heard December 5.

The company's shares were suspended from trading on AIM in
October after its bondholders rejected a payment plan and
petitioned for the appointment of a liquidator for the company,
according to Alliance News.

At that time, Xcite Energy, which is focused on oil field
development in the North Sea, said it believed "that liquidation
is unlikely to result in the return of any value to the company's
existing shareholders", and therefore requested the immediate
suspension of its shares, the report notes.


XELO PLC: S&P Raises Rating on Series 2007 Tranche to 'B-p'
-----------------------------------------------------------
S&P Global Ratings raised to 'B-p (sf)' from 'CCC-p (sf)' and
removed from CreditWatch positive its credit rating on Xelo PLC's
series 2007 (Dunlin 2).  Xelo's series 2007 (Dunlin 2) is a
European synthetic collateralized debt obligation (CDO)
transaction.

On Sept. 14, 2016, S&P placed on CreditWatch positive its rating
on Xelo's series 2007 (Dunlin 2) as S&P determined that the
tranche's SROC exceeded 100%, which indicated to S&P that the
tranche's credit enhancement was greater than that required to
maintain the rating.

The rating action is part of S&P's periodic review of various
European synthetic CDOs.  The action reflects, among other
things, the effect of recent rating migrations within reference
portfolios and recent credit events on referenced obligations.
S&P has used its SROC tool to surveil its ratings on these
synthetic CDOs.

                 WHERE S&P HAS RAISED ITS RATING

S&P has raised its ratings on those tranches for which credit
enhancement is, in S&P's opinion, at a level commensurate with a
higher rating.

                               ANALYSIS

The rating action follows the application of S&P's relevant
criteria.

S&P has used its CDO Evaluator model 7.1 to determine the amount
of net losses in each portfolio that S&P expects to occur in each
rating scenario.

S&P has also performed its rating above the sovereign analysis
and applied top obligor and industry tests.

                          WHAT IS SROC?

One of the main steps in S&P's rating analysis is the review of
the credit quality of the portfolio referenced assets.  SROC is
one of the tools S&P uses when surveilling its ratings on
synthetic CDO tranches with reference portfolios.

SROC is a measure of the degree by which the credit enhancement
(or attachment point) of a tranche exceeds the stressed loss rate
assumed for a given rating scenario.  SROC helps capture what S&P
considers to be the major influences on portfolio performance:
Credit events, asset rating migration, asset amortization, and
time to maturity.  It is a comparable measure across different
tranches of the same rating.


ZEVEN MEDIA: Goes Into Voluntary Liquidation
--------------------------------------------
thebusinessdesk.com reports that social media photo booth company
Zeven Media -- backed with GBP50,000 by TV 'Dragon' Deborah
Meaden in 2015 -- has gone into voluntary liquidation.

Alan Coleman of Manchester accountancy firm Royce Peeling Green
was appointed to carry out the voluntary winding up of the
company, based in Stretford, Greater Manchester, according to
thebusinessdesk.com.

The company, founded by brothers Josh and Hyrum Cook, appeared on
the popular BBC Dragons' Den program in January 2015, and
employed six people.

The Cooks secured GBP50,000 of funding from Meaden for a 25%
stake to expand their business and launch the UK's first free-
standing contactless payment photo booth, the report notes.

"Over the last year, they have not managed to make the turnover
required to break even," said Mr. Coleman, the report notes. "The
business did fairly well in the first couple of years, working
with corporate partners," he added.



                            *********

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.

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