TCREUR_Public/161201.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, December 1, 2016, Vol. 17, No. 238


                            Headlines


F R A N C E

KERNEOS CORPORATE: S&P Affirms 'B+' LT Credit Rating
MOBILUX 2 SAS: S&P Assigns 'B' CCR, Outlook Stable
OBERTHUR TECHNOLOGIES: S&P Rates Proposed EUR2.4BB Sr. Debt 'B-'
OBERTHUR TECHNOLOGIES: Fitch Affirms 'B' Issuer Default Rating
SOLOCAL GROUP: Requests Suspension of Share Trading

VIADEO: Put Into Receivership by Paris Commercial Court


G E R M A N Y

ENDLESS JEWELRY: 'Business as Usual' Following Bankruptcy


I T A L Y

BANCA POPOLARE: Sells Risky Bonds Without Rescue Fund's Help


K A Z A K H S T A N

KAZMUNAYGAS NC: S&P Affirms 'BB' CCR, Outlook Negative


L A T V I A

SKONTO FC: Football Club Files for Insolvency


N E T H E R L A N D S

WOOD STREET CLO IV: Moody's Raises Rating on Cl. E Notes to Ba1
WOOD STREET CLO V: Fitch Affirms 'B-' Ratings on 2 Note Classes


R O M A N I A

CORD BLOOD: CITR Completes Group's Reorganization Process


R U S S I A

NBD BANK: Moody's Affirms B1 LT Bank Deposits Rating
* Moody's Changes Outlook to Stable on Four Russian Banks


S P A I N

OBRASCON HUARTE: Fitch Cuts LT Issuer Default Rating to 'B+'


T U R K E Y

DUNYAGOZ HASTANELER: Plans to Sell Stake, Assets to Reduce Debt


U N I T E D   K I N G D O M

BRIGHTHOUSE GROUP: S&P Cuts ICR to 'CCC+'; Outlook Negative
GB ENERGY: Co-operative Energy to Take on 160,000 Customers
HONOURS PLC: S&P Puts Cl. D Notes' B Rating on CreditWatch Neg.
MISYS NEWCO 2: Moody's Confirms B2 CFR & Changes Outlook to Neg.
MOTOR 2016-1: Moody's Assigns (P)Ba3(sf) Rating on Class F Notes

PERA TECHNOLOGY: Creditors Payout Still Unclear
ROYAL BANK: Fails UK's Annual Stress Test Years After Bailout
SPENCER FARLEY: High Court Enters Wind Up Order
STOLT-NEILSEN LTD: Egan-Jones Assigns B- Sr. Unsec. Debt Ratings
THOMAS COOK: Fitch Assigns 'B+(EXP)' Rating to Euro Unsec. Notes



                            *********



===========
F R A N C E
===========


KERNEOS CORPORATE: S&P Affirms 'B+' LT Credit Rating
----------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term credit rating on
Kerneos Corporate SAS, France-based producer of calcium aluminate
cements (CACs).  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
company's proposed EUR445 million floating rate term loan, due
2023.  The recovery rating on the loan is '3', indicating S&P's
expectation of average recovery, in the lower half of the 50%-70%
range, in the event of a payment default.

The final issue ratings are subject to the successful closing of
the proposed issuance and depend on S&P's receipt and
satisfactory review of all final transaction documentation.

S&P also affirmed its existing 'B+' issue ratings on the
company's EUR375 million senior secured second-lien notes.  The
recovery rating on these notes is '4', indicating S&P's
expectation of average recovery, in the higher half of the
30%-50% range, in the event of a payment default.  S&P plans to
withdraw its issue-level and recovery ratings on the company's
existing rated debt upon repayment.

The rating affirmation reflects S&P's view that Kerneos will
continue to gradually improve its profitability on the back of
revenue growth in the building chemistry and bauxite producing
business segments, low input prices, and ongoing cost
optimization, and despite difficult market conditions in its
refractory business.

Kerneos continues to benefit from its leading position in the
niche CACs market, where it has broader product and geographical
ranges than its peers.  S&P expects that in 2016-2018 robust
construction and renovation activity in the U.S. and the Nordics,
and recovery in the construction sectors in France and Italy,
will underpin higher sales volume for the company.  Other
markets -- including sales to independent contractors, technical
concretes, pipes and wastewater, and bauxites -- will also likely
continue expanding.  In the past two years, Kerneos has enhanced
its vertical integration by acquiring two Greece-based bauxite
producers, Elmin and European Bauxites, which partly mitigates
Kerneos' exposure to raw material cost inflation, and provides
operational synergies.  At the same time, the refractory segment,
which accounts for about 30% of revenues, is under pressure from
a drop in volumes in China, which S&P expects will continue in
2017-2018, and from headwinds coming from depreciation of
emerging market currencies against the euro.

S&P's ratings on Kerneos remain constrained by the group's small
size compared with its international peers, and its exposure to
the highly cyclical construction and steel production end-
markets. S&P expects that, in 2016, Kerneos' revenues will reach
about EUR420 million, and its S&P Global Ratings-adjusted EBITDA
will be about EUR100 million.  At the same time, S&P notes that
the company enjoys relatively high and stable EBITDA margins due
to its leading market position, which compares favorably with its
peers.

In S&P's view, following the proposed refinancing, Kerneos'
capital structure will remain highly leveraged, with forecast
adjusted funds from operations (FFO) to debt of less than 10% and
adjusted debt to EBITDA above 7x in 2016-2018.  When calculating
S&P's adjusted credit metrics, it adds to reported debt more than
EUR220 million of convertible preferred equity certificates, as
well as EUR12 million operating leases and about EUR23 million of
unfunded pension obligations.  At the same time, S&P forecasts
that Kerneos will generate positive FOCF, sufficient to fund
expansion capex.  In 2016, the group invested in the expansion of
its mill capacity in the U.S., and plans to start a greenfield
project in India in 2017-2018.

S&P's base-case assumes:

   -- Revenue growth reducing to only about 1% in 2016,
      reflecting weak performance in the refractory segment,
      especially in China, and headwinds from emerging markets'
      currencies depreciating against the euro.  In 2017-2018 S&P
      expects revenue growth will improve to about 2%-4%,
      slightly exceeding S&P's real GDP forecast for the
      company's key markets, on the back of strong construction
      and renovation activity and a gradual recovery of the
      refractory markets.  A gradual improvement in the EBITDA
      margin to about 22%-24%, up from 21% in 2015, underpinned
      by continued volume growth, low raw material and energy
      prices, cost-containment initiatives, and vertical
      integration.

   -- Capex of about 11% of revenues (about EUR45 million-
      EUR50 million) annually in 2016-2017, reflecting higher
      expansion capex in the U.S. and India, reducing to about 8%
      in 2018.

   -- Modest outflows of working capital of about EUR5 million
      annually.

   -- Bolt-on acquisitions of about EUR10 million per year.

Based on these assumptions, S&P arrives at these credit measures
for 2016-2018:

    -- Adjusted FFO to debt of about 7%, up from 3% in 2015;

   -- Adjusted debt to EBITDA of 7.0x-7.5x, gradually going down
      from 8x in 2015.

The stable outlook reflects S&P's view that in 2016-2018 Kerneos
will gradually improve profitability, with its S&P Global
Ratings-adjusted EBITDA margin reaching about 22%-24%, on the
back of increasing sales, low input prices, and efficient cost
management. S&P's forecast balances the strong performance of
Kerneos' recently acquired bauxite-producing divisions and
favorable conditions in the U.S. and Western European
construction markets against limited recovery prospects for the
refractory segment, which will continue to be dented by declining
steel production in China.

S&P could lower the ratings over the next 12 months if Kerneos'
earnings growth and profitability were significantly lower than
our forecasts due to a continued decrease in volumes in the
refractory business, or if construction activity were to weaken
in its key markets, so that EBITDA margins were set to reduce
toward 15%. Higher capex leading to negative FOCF would also be
negative for the ratings.

In S&P's view, an upgrade is currently unlikely, given the
group's private equity ownership and highly leveraged credit
metrics.


MOBILUX 2 SAS: S&P Assigns 'B' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B' long-term corporate credit
rating to Mobilux 2 S.A.S., parent of France-based furniture and
electrical goods retailer, BUT S.A.S.  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
EUR380 million senior secured notes issued by Mobilux 2's wholly
owned financing vehicle, Mobilux Finance S.A.S. and S&P's 'BB-'
issue rating to its EUR100 million super senior revolving credit
facility (RCF), which will be issued out of a wholly owned
borrowing entity, Mobilux Acquisition S.A.S.

The recovery rating on the EUR380 million senior secured notes is
'4', indicating S&P's expectation of average recovery prospects
in the lower half of the 30%-50% range.  The recovery rating on
the EUR100 million super senior RCF is '1', indicating S&P's
expectation of very high (90%-100%) recovery in the event of
default.

The ratings are in line with the preliminary ratings S&P assigned
on Oct. 24, 2016.

In addition, S&P also withdrew its 'B' long-term corporate credit
rating on BUT and S&P's 'B' issue rating on the company's
existing EUR246 million senior secured notes upon redemption.  At
the same time, S&P withdrew its 'BB' issue rating on the super
senior RCF, due 2018, that BUT has refinanced.

The ratings reflect S&P's view that although BUT's new capital
structure will increase its leverage, the group's credit metrics
will remain within S&P's expectations for the 'B' rating.  The
new capital structure includes EUR380 million of senior secured
notes to replace its previous debt structure.  The rating remains
in line with S&P's rating on the BUT Group before it was acquired
by CD&R and WM Holding.  In S&P's view, the change of ownership
will be neutral from a credit perspective and the company's
financial policy will continue to support the current rating over
the next few years.

In June 2016, BUT announced the signing of a binding and
irrevocable offer for the sale of 100% of the BUT Group to an
investment consortium comprising investment fund Clayton,
Dubilier & Rice (CD&R) and WM Holding GmbH, an investment company
associated with European furniture retailer XXXLutz Group.
Recently created holding companies Mobilux 2 and Mobilux
Acquisition S.A.S were used as an investment vehicle to acquire
BUT.

Although WM Holding is related to the XXXLutz Group, S&P views
the incoming ownership consortium as akin to ownership by a
financial sponsor.  This is because of WM Holding's status as an
investment company with no direct corporate entity linkages to
the XXXLutz Group.  In S&P's view, the transaction is more akin
to an investment partnership between CD&R and WM Holding than to
a means to make BUT an operational subsidiary of the XXXLutz
Group, at this stage.

S&P continues to classify the company's business risk profile as
weak, reflecting BUT's subpar profitability and its exposure to
the furniture retail business' vulnerability to disposable income
squeezes and real estate transaction volumes.  Furthermore, the
company operates exclusively in France, a fragmented market where
intense competition exacerbates structural pricing pressures.
BUT's product mix is fairly diverse, but its exposure to the
decoration segment does not offset the negative contribution from
its lower-margin and highly competitive brown goods (small
appliances) and white goods business segments.

Nevertheless, BUT has maintained a sound position in the French
furniture market, and has an extensive network comprising over
300 stores in France.  Recent management initiatives--consisting
of a flexible pricing policy, cost control, and a focus on
logistics--have enabled the company to restore a more-supportive
operating momentum, which has translated into robust like-for-
like growth of 6.6% and improved gross margins of about 80 basis
points in the financial year ending June 2016.

S&P's long-term corporate credit rating on Mobilux 2 incorporates
a one-notch downward adjustment reflecting the company's
relatively weaker cash conversion, subpar profitability, and
weaker unadjusted EBITDAR interest plus rent coverage compared
with peers.  It also reflects the ongoing transition and
execution risks, including some level of integration risk from
the additional Yvrai franchises.

S&P's base case assumes:

   -- A gradually growing French economy, with S&P's forecast of
      GDP growth of 1.3% in 2016 and 1.2% in 2017;

   -- Continued execution of the store expansion strategy,
      supported by the acquisition of the Yvrai store network;

   -- Positive like-for-like sales, together with store network
      expansion, enabling the company to achieve sales growth in
      the high single digits in 2017 and low-to-mid single digits
      in 2018;

   -- Capital expenditure (capex) of EUR25 million-EUR40 million
      per year; and

   -- Continued cost control supporting the sustainability of
      EBITDA margins at about 11% on an adjusted basis.

Based on these assumptions, and following the expected completion
of the transaction, S&P arrives at these credit measures for 2017
and 2018:

   -- Funds from operations (FFO) to debt of about 15%-20%;
   -- Adjusted debt to EBITDA of about 4.5x in 2017, improving to
      about 4.0x in 2018;
   -- Adjusted EBITDA-to-interest ratio of greater than 3.0x;
   -- Unadjusted EBITDAR cash interest plus rent coverage of
      about 1.5x; and
   -- Free operating cash flow (FOCF) to debt of between 10%-15%.

The stable outlook reflects S&P's view that BUT will derive
incremental earnings from the integration of the Yvrai
franchises, while at the same time continuing to achieve 2%-3%
positive like-for-like growth in its existing portfolio.  S&P
expects this to support a modest level of margin uplift derived
from improved operating leverage and favorable purchasing
conditions.  S&P anticipates that this will enable the company to
maintain its adjusted debt-to-EBITDA ratio at about 4.5x and
adjusted EBITDA to interest cover above 3x.  S&P also expects the
company to generate positive FOCF in the coming years.

S&P could lower the ratings if management's expansion strategy
and the integration of franchises were to falter, resulting in an
overall underperformance in BUT's store portfolio.  This could be
demonstrated by earnings growth below S&P's expectations and
weakening credit metrics that may include adjusted EBITDA to
interest approaching 2x, an inability to sustain positive FOCF,
or a deterioration in the company's liquidity position.

S&P could also consider lowering the ratings if the company
adopted a more aggressive financial policy that resulted in
materially weaker credit metrics, which could be demonstrated by
adjusted debt to EBITDA of materially greater than 5x.

S&P views the potential for an upgrade as limited in the near
term.  S&P could consider raising the ratings if it thinks that
credit metrics have improved in line with our significant
financial risk profile, which could be demonstrated by debt to
EBITDA sustained below 4x, FFO to debt approaching 20%, and
EBITDAR cover approaching 2x.  Such a scenario could occur on the
back of robust earnings growth and strengthening margins,
translating into a track record of sustained improvement in cash
flow generation.  Any upgrade would depend on S&P's assessment of
the sustainability of the company's financial risk profile and
management's commitment to maintaining stronger metrics.


OBERTHUR TECHNOLOGIES: S&P Rates Proposed EUR2.4BB Sr. Debt 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating with a '3'
recovery rating to the proposed EUR2.4 billion senior secured
debt package to be issued by French smart card provider Oberthur
Technologies Group SAS.  This debt includes EUR2.1 billion of
term loans and a EUR300 million revolving credit facility (RCF).
Oberthur plans to use part of the proceeds to refinance its
current senior debt, including outstanding senior secured term
loans of EUR496.9 million, senior unsecured notes of
EUR190 million, EUR50 million drawn from the current RCF of
EUR88 million as of Sept. 30, 2016, and the transaction costs.
S&P expects the current senior debt to be repaid once the
refinancing takes place, at which point S&P would withdraw the
existing issue and recovery ratings on the current debt.
Proceeds will also go toward the financing of the acquisition of
Safran Identity & Security, which is expected to close in mid-
2017.  S&P understands that the refinancing is not subject to the
acquisition closing and may happen prior to it.

S&P also affirmed its 'B-' long-term corporate credit rating on
Oberthur Technologies Group SAS.  The outlook is positive.  The
affirmation reflects that the new capital structure is in line
with S&P's assumptions in its last review of the rating earlier
this month.

                         RECOVERY ANALYSIS

Key analytical factors:

   -- The newly proposed EUR2,400 million senior secured debt
      (EUR300 million RCF and EUR2,100 million equivalent term
      loan B, which will be divided into a euro tranche and a
      U.S. dollar tranche) have an issue rating of 'B-' and a
      recovery rating of '3'.

   -- The recovery rating is supported by limited prior-ranking
      liabilities but constrained by the significant quantum of
      pari passu senior secured debt.  The recovery prospects are
      in the lower half of 50%-70% range.

   -- S&P views the security and guarantee package as
      comprehensive.  The new term loan B has no covenants;
      documentation contains a minimum guarantor coverage test
      (corresponding to 80% of EBITDA and 80% of gross assets).

   -- S&P's hypothetical default scenario assumes operating
      underperformance because of weaker revenue growth and
      potential loss of customers through security breach on its
      products.

   -- S&P values Oberthur as a going concern given its
      established market position with a diversified customer
      base, resilient business model with growth opportunities,
      and significant barriers to entry.

Simulated default and valuation assumptions:
   -- Year of default: 2018
   -- EBITDA at emergence: EUR232 million
   -- Implied enterprise value multiple: 6.0x
   -- Jurisdiction: France

Simplified waterfall:
   -- Gross enterprise value at default: EUR1,395 million
   -- Administrative costs: EUR98 million
   -- Net value available to creditors: EUR1,298 million
   -- Priority claims: EUR28 million
   -- Secured debt claims: EUR2,444 million*
   -- Recovery expectation: 50%-70% (lower half of the range)

*All debt amounts include six months' prepetition interest.


OBERTHUR TECHNOLOGIES: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has revised the Outlook on Oberthur Technologies
Group SAS's (OT) Long-Term Issuer Default Rating (IDR) to Stable
and has affirmed its IDR at 'B'. Fitch has also assigned an
instrument rating of 'B+(EXP)'/'RR3' to the company's proposed
new bank facilities and affirmed ratings of the company's
existing debt.

The rating action, including the revision of the Outlook, takes
into account OT's proposed acquisition of Morpho, the enhanced
scale and business profile of the enlarged group, associated
higher leverage, limited cash flow visibility and time it will
take to reduce leverage in order to meet 'B+' upgrade guidelines.

KEY RATING DRIVERS

Morpho Strategic Fit

Fitch views the proposed Morpho acquisition as a strong fit. It
will add significant scale and a broader, more rounded business
mix. OT is, in Fitch's view, already well positioned in the
financial services (secure payment) and telecoms markets with a
developed but much lower weighting in identity solutions
(including passports, driving licenses, ID cards). Morpho will
more than double the size of the company -- both in terms of
sales and EBITDA. Its revenue mix is strongly weighted in
identity and security (border control, surveillance, biometric
database management), which together account for more than 70% of
sales, and therefore highly complementary to OT's existing
businesses. Both companies have a strong growth record. Margin
performance at OT suggests that management has the ability to
deliver cost efficiencies and position revenues in higher value
segments.

Enhanced Business Profile

OT's underlying business profile supports our positive view of
management strategy and execution. Strengths are particularly
evident in the payments business, where the company benefits from
entrenched, high quality and wide-ranging customer relationships,
a consistent card replacement cycle and leadership in evolving
technologies. The Morpho transaction adds scale, along with
synergies and growth potential as well as a more balanced
business mix. A record of delivering cost savings suggests
synergies are likely to be delivered over time and the medium-
term rating potential strengthened.

Leverage Constrains Rating

Initial leverage and a historic weaker visibility of cash flow
performance constrain a more positive rating. Deleveraging
potential following transaction close, expected sometime in 2017,
will depend on integration execution. Our principal upgrade
guideline of 4.5x funds from operations (FFO) net leverage is not
forecast to be met until 2019, which is beyond the ratings
outlook horizon. Fitch estimates the size and structure of the
acquisition adds roughly 1.2x leverage (net debt-to-EBITDA) to
the capital structure, excluding synergies. As part of the
transaction, EUR195m of vendor loans, currently treated as hybrid
equity, are being repaid.

Fitch forecasts that 2017 pro-forma FFO net leverage of 5.6x is
expected to lead to an extended period of higher leverage. This,
along with weaker FCF visibility, places the IDR at 'B'.

Strong Competitive Position

OT has delivered strong revenue and margin expansion, reflecting
its market and competitive technology positions. Margin
performance amid the current soft revenue conditions supports
Fitch's view that technology risk is being managed. The payments
sector shows established upgrade cycles with OT at the forefront
of evolving technologies. The company's OT Motioncode is an
example of sophisticated solutions for the inherent security
challenges in the sector. Morpho is likely to provide revenue
synergies in addition to more obvious cost savings.

Treatment of Non-Recurring Items

"The consistency of non-recurring items in OT's cash flow leads
us to take a cautious view on them so we partially treat these
items as non-operational but recurring." Fitch said. Items such
as refinancing and IPO preparation are treated as one-offs.
Operational restructuring is more recurring in nature and
included within FFO. The Morpho integration is expected to lead
to several tens of million euros of restructuring costs, while
the increased size of the business is likely to lead to synergy
opportunities and related costs. Fitch views non-recurring items
on a case-by-case basis. "However, we will include some
integration and restructuring expenses within our cash flow
measures. This will have an impact on the pace at which forecast
FFO metrics improve," Fitch said.

Recoveries, Instrument Rating

Fitch applies a bespoke and going concern approach to recoveries
to OT as outlined in our criteria, Recovery Ratings and Notching
Criteria for Non-Financial Corporate Issuers, dated April 7,
2016. The capital structure will be almost entirely financed with
secured debt following the company's refinancing. Recoveries will
therefore fall to secured lenders and the company's strong
technology positions are likely to support a relatively strong
post-distress valuation. The absence of unsecured debt however
and the size of the revolving credit facility limit recoveries to
'RR3'. This implies recoveries of between 51% and 70%, supporting
a one-notch uplift from the IDR and instrument ratings of
'B+'/'RR3'.

DERIVATION SUMMARY

OT has no immediately obvious, similarly rated peers. Its closest
rival and the market leader is unrated Gemalto. Following the
Morpho transaction, OT will have similar scale and will be
strongly positioned in terms of market and technology leadership
relative to Gemalto. However, margins, including margin dilution
from Morpho, will be lower than its rival and its balance sheet
more leveraged. Fitch estimates Gemalto had a trailing LTM June
2016 EBITDA margin of 18.5% and net debt/EBITDA leverage of 0.6x,
compared to OT's stand-alone LTM Sept 2016 metrics of 16% and
3.9x, respectively. Rated European technology peers, such as
Nokia and STMicroelectronics, sit in the high sub-investment
grade/low investment grade range. They have far greater scale,
somewhat higher revenue and margin volatility but stronger cash
flows and no net leverage. For a technology-driven company, OT's
leverage is something unusual. Its business position and
technology leadership within its chosen markets are regarded as
strong.

KEY ASSUMPTIONS

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

   -- Mid-single digit growth driven mainly by growing Identity
      and Security divisions;

   -- Improving EBITDA margin from about 14% in 2017 to 18% in
      2021 reflecting cost synergy and operational efficiencies
      as well as positive sales mix;

   -- Capex around 6% annually on average;

   -- Reversal of Oberthur's working capital trends with a
      negative outflow of about EUR30m from 2017 onward;

   -- Recurring restructuring costs reflected above FFO of
      EUR25m.

RATING SENSITIVITIES

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

   -- The ratings could be positively affected by FFO-net
      adjusted leverage below 4.5x combined with an FFO fixed-
      charge cover above 2.5x on sustainable basis.

   -- Any positive action would be expected to be accompanied by
      demonstrable progress in the integration of Morpho, ongoing
      margin resilience and a low-to mid-single digit free cash
      flow margin.

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

   -- The ratings could be negatively affected by FFO net-
      adjusted leverage above 6.5x and FFO fixed-charge cover
      below 2x on a sustainable basis.

   -- A material loss of market share or other evidence of a
      significant erosion of business or technology leadership in
      the company's core operations could lead to a negative
      action.

LIQUIDITY

Satisfactory Liquidity: At September 2016, OT had cash of EUR64m
and access to a EUR88m revolving credit facility, of which EUR38m
was available. Following close of the new financing, liquidity
primarily will be provided by a new EUR300m RCF due 2022. Debt
financing is also structured to ensure a material cash buffer
post acquisition close. Fitch estimates a cash balance exceeding
EUR100m at YE17.

FULL LIST OF RATING ACTIONS

Oberthur Technologies Group SAS:

   -- Long Term Issuer Default Rating: affirmed at 'B'; Outlook
      revised to Stable from Positive

   -- Unsecured notes due 2020: affirmed at 'CCC+'/'RR6'

   -- Proposed EUR 2.1bn equivalent term loan B due 2023:
      'B+(EXP)'/'RR3' assigned

   -- Proposed EUR300m RCF due 2022: 'B+(EXP)'/'RR3' assigned

Oberthur Technologies SA

   -- Senior secured debt due 2019: affirmed at 'BB-'/'RR2'

   -- Proposed EUR2.1bn equivalent term loan B due 2023:
      'B+(EXP)'/'RR3' assigned

   -- Proposed EUR300m RCF due 2022: 'B+(EXP)'/'RR3' assigned

Oberthur Technologies of America Corp

   -- Senior secured debt due 2019: affirmed at 'BB-'/'RR2'

   -- Proposed EUR2.1bn equivalent term loan B due 2023:
      'B+(EXP)'/'RR3' assigned

   -- Proposed EUR300m RCF due 2022: 'B+(EXP)'/'RR3' assigned

Oberthur Technologies Finance SAS, Oberthur Technologies of
America Corp, and Oberthur Technologies SA

   -- RCF due 2018: affirmed at 'BB-'/'RR2'


SOLOCAL GROUP: Requests Suspension of Share Trading
---------------------------------------------------
SoLocal Group on Nov. 30 disclosed that it has requested from
Euronext Paris the suspension of trading in its shares (LOCAL
FR0012938884) during the creditors' committee from Wednesday,
November 30, 2016, at 2:00 p.m. until the opening of the Paris
Stock Exchange on Thursday, December 1, 2016.

Solocal Group is a French directories publisher.

                           *   *   *

As reported by the Troubled Company Reporter-Europe on Aug. 15,
2016, Fitch Ratings downgraded French media group Solocal Group
SA's (SLG) Long-Term Issuer Default Rating to 'C' from 'CC'.  At
the same time the agency has downgraded the senior secured bonds
issued by PagesJaunes Finance to 'C'/'RR4' from 'CCC-'/'RR3'. The
downgrades reflect management's announced plans to restructure
debt, include an equity rights issue of up to EUR400 mil., debt
for equity exchange and write-down of existing borrowings, the
gross amount of which currently stands at EUR1,164 mil.

The TCR-Europe reported on Aug. 11, 2016, that Moody's Investors
Service downgraded the ratings of SoLocal Group S.A.'s
("SoLocal"), including the Corporate Family Rating (CFR) to Ca
from Caa2, the Probability of Default Rating (PDR) to Ca-PD from
Caa2-PD and the rating of the EUR350 million senior secured notes
due 2018 issued by PagesJaunes Finance & Co. S.C.A. to Ca
from Caa2.  The outlook on all ratings is negative.  The
downgrade of SoLocal's ratings follows the announcement of its
Financial Restructuring Plan ("FRP") on August 1, 2016.  The FRP
proposes a reduction in gross debt to EUR400 million from
EUR1,164 million based on a mixture of prepayment, equitization
and distressed exchange.


VIADEO: Put Into Receivership by Paris Commercial Court
-------------------------------------------------------
In its ruling dated November 29, the Paris Commercial Court
(Tribunal de commerce de Paris) has placed Viadeo and its
subsidiary APVO into receivership for a 3-month period.

The objective with this receivership is to continue with the
process to divest the company's assets, which had already been
launched on a confidential basis under the supervision of the
President of the Paris Commercial Court, with assistance from
Christophe Thevenot, court-appointed receiver.

During the receivership process, the professional social network
will remain fully operational for its customers and members.

Viadeo has already received several offers to acquire its
business and keep on a significant percentage of its employees
under a divestment plan that will need to be approved by the
Commercial Court.  These offers have been made by financially
sound buyers with recognized expertise in the online recruitment
market.  Subject to the buyers confirming the buyout offers
needed to ensure Viadeo's continuity of service for its customers
and members, the Paris Commercial Court's final ruling on its
buyout is expected before the end of December.

After the receivership process, the company Viadeo SA will be put
into compulsory liquidation.  The share trading will remain
suspended.  Therefore, Viadeo's current shareholders should
consider the value of their shares nil.

                           About Viadeo

Created in 2005, Viadeo is France's leading professional social
network, with close to 11 million members.  Viadeo offers
businesses, whatever their sector or location, bespoke support
thanks to its teams present nationwide, as well as its range of
solutions tailored to their specific needs.  Lastly, Viadeo
offers all French talents the transparency they deserve,
connecting them to all the opportunities available through their
network.


=============
G E R M A N Y
=============


ENDLESS JEWELRY: 'Business as Usual' Following Bankruptcy
---------------------------------------------------------
Jeweller reports that the Australian retail stockists of Endless
Jewelry have been advised it will be "business as usual" despite
the company filing for bankruptcy in Germany.

Jeweller says German Insolvency Register records indicated that
Endless International GmbH, which is headquartered and registered
in Germany, initiated insolvency proceedings on November 18.

A statement issued by Endless International GmbH confirmed the
action, explaining that shareholders, board of directors and
management had "reached the conclusion to declare the company
bankrupt," according to Jeweller.

"Management and shareholders have been trying hard to establish a
financial and sound business and they have spent considerable
resources to find a sustainable model for the future. However,
this has appeared not to be possible," the statement, as cited by
Jeweller, read.

Peter Jakobsen, managing partner of the brand's Australian and
New Zealand distributor, Nordic Jewellery, told Jeweller he was
aware of the "difficulties" Endless faced; however, news of the
bankruptcy came as a "complete surprise".

"We are hopeful that Endless [overseas] will continue in some
form," Jakobsen said, adding, "Endless is represented in almost
35 countries around the world; we continue to believe in the
brand and the product," notes the report.

When asked what the announcement meant for local Endless
stockists, he replied: "We still have Endless stock and some very
good Endless retailers, so for now it will be business as usual
and we will continue to support our retailers in any way we can,"
Jeweller relays.

Mr. Jakobsen stated that Nordic, which also holds the
distribution rights for Chrysalis and Waterford Crystal jewellery
ranges, would continue to operate as normal, adds Jeweller.


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


BANCA POPOLARE: Sells Risky Bonds Without Rescue Fund's Help
------------------------------------------------------------
Mariana Ionova at Reuters reports that Banca Popolare di Bari is
poised to sell the riskier bonds in its landmark bad loan
securitisation without the help of Italy's rescue fund, having
turned to a US hedge fund instead, according to people familiar
with the situation.

The Italian lender has lined up Davidson Kempner Capital
Management for both the mezzanine and junior notes in the
Popolare di Bari NPLs 2016 securitisation, Reuters relays, citing
three people with knowledge of the matter.  The EUR14 million
mezzanine chunk is rated B(High)/B2, while the EUR10 million
junior slice is unrated, Reuters notes.

Bari transferred the non-performing loans into the securitisation
vehicle in August, laying the groundwork for the first publicly
sold bond backed by Italian NPLs since 2007, Reuters discloses.

The people, as cited by Reuters, said Italy's bank rescue fund
Atlante will not be involved in any of the tranches, although it
did consider the deal.  The fund, which was set up to help banks
sell their bad loans, was widely expected to buy the mezzanine
bonds, Reuters states.

Atlante's absence from the Bari deal signals that the rescue fund
could be conserving its limited firepower for deals from bigger
banks with deeper problems, according to Reuters.

Bari's mezzanine and junior notes carry coupons of 6% and 15%,
respectively, over six-month Euribor, but the people said
Davidson Kempner is buying the notes at significant discounts to
par, Reuters relays.

However, one person familiar with the process said Bari had to
shed the riskier bonds in order to secure the all-important state
guarantee for the senior bonds, Reuters relays.

Italy's guarantee scheme was introduced earlier this year as part
of the government's efforts to help Italian banks shed some
EUR360 billion in soured debt, Reuters recounts.

While Bari is said to have an informal green light from the
state, it must deconsolidate the NPLs from its balance sheet to
formally receive the Gacs, Reuters states.


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


KAZMUNAYGAS NC: S&P Affirms 'BB' CCR, Outlook Negative
------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term corporate credit
ratings on Kazakhstan-government-controlled vertically integrated
oil company KazMunayGas NC JSC (KMG) and its core subsidiary
KazMunaiGas Exploration Production JSC (KMG EP).  The outlook is
negative.  S&P also affirmed its 'kzA' Kazakhstan national scale
rating on KMG.

The affirmation primarily reflects S&P's view that KMG will
maintain funds from operations (FFO) to debt of about 20% on
average and solid liquidity over 2017-2018, despite its weak
operating performance.  In line with S&P's expectations, the
company sold its 50% stake in Kashagan, Kazakhstan's largest
offshore oilfield, to its shareholder, and paid down bonds with a
nominal value of US$3.7 billion.  Together with other measures,
this transaction helped KMG materially reduce debt and improve
its liquidity.  However, the rating incorporates the high
likelihood that KMG buys back the stake in Kashagan.  Also, S&P
expects that KMG will continue to receive ongoing and
extraordinary support from the government, if needed, as the
company is undergoing a transformation and strategic review.

S&P believes that KMG's operating performance will remain weak
given the low oil price environment.  Notably, S&P forecasts that
its largest majority-owned exploration and production company,
KMG EP, will generate EBITDA of about US$200 million in 2017-2018
versus more than US$1 billion in 2014, given its assets are
mature and have high break-evens.  Furthermore, given the low oil
prices, S&P thinks that KMG's largest associate TCO (where it
holds 20% stake) will not distribute any dividends in 2017-2018,
which further limits KMG's cash flow generation.  That said, S&P
believes that KMG's subsidiaries KTO and KTG will post robust
results, with expected combined EBITDA of about US$600 million in
2017-2018.  In S&P's view, these utilities have limited exposure
to oil prices.

Additionally, KMG continues to reorganize its portfolio of
assets. The sale of its majority stake in KMG International has
been put on hold, as the Romanian authorities are investigating
the legacy privatization of some of the assets.  Therefore, S&P
continues to assess KMG International as part of KMG and see
limited possibility that the transaction is completed in 2017.
Moreover, S&P has seen only minimal progress with the divestment
of smaller assets, which the company is also undertaking.  S&P
also understands that the company continues to invest in its
refineries in Pavlodar and Atyrau, which S&P believes could be
sold at some point, too.

The negative outlook mirrors that on the sovereign, indicating
that a downgrade of Kazakhstan would translate into a similar
rating action on KMG, all other factors remaining unchanged.  S&P
could also lower the rating on KMG if S&P reassess the likelihood
of government support KMG could receive.  This currently appears
unlikely, however, as S&P has recently seen an example of such
support from the Kazakh government.  In S&P's base-case scenario,
it expects that KMG will maintain its S&P Global Ratings-adjusted
FFO to debt at about 20% in 2017-2018.

Downside scenarios beyond factors related to the sovereign appear
unlikely.  S&P could lower the rating on KMG if its FFO to debt
falls below 12% due to lower oil prices or if the company takes a
more aggressive stance on capital expenditures than we currently
assume.  S&P understands that KMG does not plan to buy back the
50% stake in Kashagan, which it sold to its shareholder Samruk-
Kazyna in 2015, earlier than in 2018.  The rating on KMG already
factors in the impact this buyback might have on the company's
leverage.  However, if the company were to do so without securing
long-term financing, such a transaction could result in a
downgrade.  Deterioration in the company's liquidity could
generally be a risk to its credit quality, although absent this
acquisition, S&P do not anticipate any liquidity pressure in its
base-case scenario.

S&P could revise the outlook on KMG to stable in the event of a
similar action on the sovereign.

In the long term, ratings upside will likely hinge on materially
higher oil prices than S&P currently assumes in its base case.
Notably, a positive rating action could materialize if KMG EP
starts generating substantial positive cash flows and TCO resumes
its dividend distributions, which have historically been an
important source of KMG's operating cash flow.  S&P sees this
scenario as unlikely in the next 12-18 months.


===========
L A T V I A
===========


SKONTO FC: Football Club Files for Insolvency
---------------------------------------------
The Baltic Course, citing Leta, reports that Latvian football
club Skonto has filed an insolvency application with a court.

According to information posted on the Insolvency
Administration's website, Riga City Vidzeme District Court opened
the insolvency case on November 17, the report relates.

In the spring of 2016, Skonto repeatedly sought legal protection
in order to sort out its pressing financial problems so that they
did not worry the club's investors, The Baltic Course recalls.
The legal protection procedure was launched in late April, the
report discloses citing publicly available information.

In February, Skonto was denied the license for participation in
the Latvian Higher League Championship, the report says. Later,
the football club was allowed to take part in the First League
tournament, but it was also told to inform about its debt
payments.

According to the report, Skonto won all successive Latvian
football championships from 1992 to 2004 and was unbeatable also
in 2010. In recent years, however, the football club has been
struggling with financial issues and delaying salaries to its
players, The Baltic Course adds.


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


WOOD STREET CLO IV: Moody's Raises Rating on Cl. E Notes to Ba1
---------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on these classes of notes issued by Wood Street CLO IV
B.V.:

  EUR55.00 mil. (current balance EUR38.03 mil.) Class A-2 Senior
   Secured Floating Rate Notes due 2022, Affirmed Aaa (sf);
   previously on April 21, 2016, Affirmed Aaa (sf)

  EUR46.75 mil. Class B Senior Secured Floating Rate Notes due
   2022, Affirmed Aaa (sf); previously on April 21, 2016,
   Affirmed Aaa (sf)

  EUR44.00 mil. Class C Senior Secured Deferrable Floating Rate
   Notes due 2022, Upgraded to Aaa (sf); previously on April 21,
   2016, Upgraded to Aa3 (sf)

  EUR24.75 mil. Class D Senior Secured Deferrable Floating Rate
   Notes due 2022, Upgraded to A2 (sf); previously on April 21,
   2016, Upgraded to Baa2 (sf)

  EUR19.25 mil. (current balance EUR16.15 mil.) Class E Senior
   Secured Deferrable Floating Rate Notes due 2022, Upgraded to
   Ba1 (sf); previously on Apr 21, 2016 Upgraded to Ba2 (sf)

  EUR7 mil. (current rated balance EUR0.08 mil.) Class X
   Combination Notes due 2022, Upgraded to Aaa (sf); previously
   on April 21, 2016, Affirmed Aa3 (sf)

Wood Street CLO IV B.V., issued in January 2007, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans managed by
Alcentra Limited.  The transaction's reinvestment period ended in
March 2013.

                         RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
the result of deleveraging of the Class A-1 and A-2 notes
following amortisation of the portfolio since the last rating
action in April 2016.

Class A-1 paid down its full outstanding balance of
EUR20.08 million and Class A-2 notes paid down by EUR16.97
million (c 30% of closing balance) on the September 2016 payment
date.  As a result of the deleveraging, over-collateralisation
(OC) ratios have increased across the capital structure.
According to the trustee report dated October 2016, Class A/B,
Class C, Class D, and Class E OC ratios are reported at 234.67%,
154.49%, 129.58%, and 117.25% respectively, compared to March
2016 levels of 186.58%, 139.61%, 122.29%, and 113.13%
respectively.  The March 2016 OC ratios do not incorporate the
payment made to the Class A-1 notes on the March 2016 payment
date.

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 of EUR182.43 million,
defaulted par of EUR29.00 million, a weighted average default
probability of 19.93% (consistent with a WARF of 2928 over a
weighted average life of 4.07 years), a weighted average recovery
rate upon default of 46.91% for a Aaa liability target rating, a
diversity score of 14 and a weighted average spread of 4.04%.

Moody's notes that the November 2016 trustee report was published
at the time it was completing its analysis of the October 2016
data.  Key portfolio metrics such as WARF, diversity scores and
OC ratios have not materially changed between these dates.
Moody's has incorporated the EUR8.1 million repayment of Gala
Electric Casinos loan and the EUR5 million redemption of TMF
Group Holdings FRN reported in the November 2016 data into its
analysis.

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.

The rating of the combination notes addresses the repayment of
the rated balance on or before the legal final maturity.  For the
Class X notes, 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.

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 for
the portfolio.  Moody's ran a model in which it reduced the
weighted average recovery rate by 5%; the model generated outputs
that were unchanged for Classes A-2, B, and E, and within one to
two notches of the base-case results for Classes C and D.

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 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) Recoveries on 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.

  3) Around 11.1% of 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

  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
modelled, 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.


WOOD STREET CLO V: Fitch Affirms 'B-' Ratings on 2 Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed Wood Street CLO V B.V. as follows:

   -- Class A-D: affirmed at 'AAAsf'; Outlook Stable

   -- Class A-R: affirmed at 'AAAsf'; Outlook Stable

   -- Class A-T: affirmed at 'AAAsf'; Outlook Stable

   -- Class A-2: affirmed at 'AAsf'; Outlook Stable

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

   -- Class C-1: affirmed at 'BBBsf'; Outlook Stable

   -- Class C-2: affirmed at 'BBBsf'; Outlook Stable

   -- Class D: affirmed at 'BBsf'; Outlook Stable

   -- Class E-1: affirmed at 'B-sf'; Outlook Stable

   -- Class E-2: affirmed at 'B-sf'; Outlook Stable

Wood Street CLO V is a securitisation of mainly European senior
secured loans with a total note issuance of EUR500m invested in a
target portfolio of EUR480m. The portfolio is actively managed by
Alcentra Limited.

KEY RATING DRIVERS

The affirmation reflects increased credit enhancement (CE)
offsetting the deterioration of the portfolio quality. CE
available to the rated notes has increased significantly over the
past 12 months due to the deleveraging of the transaction. CE on
the senior and junior notes increased 12.7% and 2% respectively,
to 59.7% and 9.5%. The senior notes, class A-T, A-R and A-D, have
paid down by EUR57.6m and GBP17.7m over the past year.

The portfolio quality deteriorated after 14.5% of the portfolio
was downgraded compared with 6.3% being upgraded. The Fitch
weighted average rating factor (WARF), as calculated by the
trustee, has increased to 31.7 from 29.3 over the last 12 months,
causing the transaction to fail to the WARF test. The 'CCC'-rated
obligations also increased to EUR57.9m from EUR41.2m during the
same period.

One obligor defaulted at EUR4m in the current portfolio. The
Fitch-weighted average recovery rate has decreased to 62.8 from
63.9 over the past 12 months. All coverage tests are passing
except for the class E par value test which is failing by 0.7%;
the test was passing 12 months ago with a 1.33% buffer. The
portfolio concentration has increased, as the top obligor
exposure increased to 5.6% from 4.3% and top 10 obligor exposure
increased to 39.5% from 32.6%.

The class A-R notes are variable funding notes, but, since the
end of the reinvestment period in September 2014, no additional
advances of euro or sterling are possible. As of the October 2016
trustee report, the outstanding amount of the class A-R notes was
GBP23.1m and EUR5.8m. There are currently GBP26m of revolver
hedged assets and GBP3.7m are held in the principal account. As a
consequence, a mismatch of approximatively GBP6.6m exists between
the GBP assets and GBP liabilities.

Fitch has found that the transaction can withstand the various
combinations of interest rate and currency stresses between
sterling and euro assets at the current rating levels.

RATING SENSITIVITIES

In its rating sensitivity analysis, Fitch found that a 25%
increase of the default probability would result in downgrade of
two notches for the senior and mezzanine notes while the junior
notes would be unaffected. A 25% reduction of the recovery rate
would result in a downgrade of up to two notches across all notes
apart from the class D notes, which would be unaffected.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that 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.

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

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

SOURCES OF INFORMATION

The information below was used in the analysis.

   -- Loan-by-loan data provided by BNY Mellon as at 31 October
      2016

   -- Transaction reporting provided by BNY Mellon as at 31
      October 2016


=============
R O M A N I A
=============


CORD BLOOD: CITR Completes Group's Reorganization Process
---------------------------------------------------------
Business Review reports that the insolvency consultancy Casa de
Insolventa Transilvania (CITR) has completed the insolvency
proceedings for the companies included in the portfolio of
Romanian-based companies of the Cord Blood Center group, before
the deadline stated in the plan approved by creditors.

"In just three quarters out of the three years set as the
duration for completing the reorganization plan, we managed to
pay all debts to creditors assumed through the payment program,
but also those due and, thus, to render to the economic circuit a
[. . .] healthy company," the report quotes CITR Transilvania
managing partner Alexandru Tanase as saying.

According to the report, company representatives said the key to
a quick and feasible reorganization consisted of the solution
implemented by the judicial administrator together with the Cord
Blood Center manager: the fusion of three Romanian societies.

"Due to the openness and active involvement of the Cord Blood
Center in the reorganisation process, we cut the costs, we
optimized the control on economic activities, we generated a more
efficient flux of services and we managed to coordinate the
entire activity of the company so that, without extra
investments, through fusion, we ensured a competitive
management," Irina Misca, CITR Cluj manager said, the report
relays.

Business Review says the continuation of the company's activity
allowed for the extra income that was used to distribute the
amounts to creditors and for the payment of legal costs.

Business Review notes that the three Romania-based companies
included in the Cord Blood Center International Group entered
insolvency in 2014, and the reorganization plan made by the
special administrator of the group of societies, with the help of
the CITR judicial administrator, it provided their fusion - with
Cord Blood Center Medical and Cord Blood Center RO being included
by CBC Laboratories S.A and the continuation of current activity.

The distributions completed in the first three quarters, before
the term provided by the reorganization plan. All debts of the
three societies were eliminated, and creditors approved the
successful closing of the proceedings, adds Business Review.


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


NBD BANK: Moody's Affirms B1 LT Bank Deposits Rating
----------------------------------------------------
Moody's Investors Service has changed its outlook to positive
from negative on NBD Bank's long-term local and foreign-currency
deposit ratings, affirming the bank's B1 deposit ratings, its b1
Baseline Credit Assessment (BCA) and adjusted BCA, Ba3(cr)/Not-
Prime(cr) Counterparty Risk (CR) Assessment, and the Not-Prime
short-term rating.

The rating agency also changed its outlook to positive from
stable on Metkombank's long-term local and foreign-currency
deposit ratings, affirming the bank's B3 deposit ratings, its b3
BCA and adjusted BCA, B2(cr)/Not-Prime(cr) CR Assessment, and the
Not-Prime short-term rating.

                        RATINGS RATIONALE

NBD Bank
Moody's previous concerns regarding the potential deterioration
of NBD Bank's asset quality, given its focus on the relatively
high-risk segment of small and medium-sized enterprises (SMEs),
have eased now that the operating environment in Russia has
become more benign and the bank's problem loan ratio has remained
stable at approximately 13% over the last three quarters.

The positive outlook on NBD Bank's B1 long-term deposit ratings
acknowledges the bank's robust financial fundamentals and the
potential for a higher BCA and rating.  NBD consistently reports
strong profitability, with recurrent pre-provision income at 3-4%
and a net interest margin at 5-6%.  The bank has a solid capital
buffer (Basel I Tier 1 of 22.3%), which strengthened as a result
of the recent loan book contraction, in line with the market
trend.  Its funding and liquidity profile is sound, with the
dependence on wholesale funding significantly reduced and
unencumbered liquid assets covering more than 50% of total
liabilities.

Metkombank

The positive outlook on Metkombank's ratings was prompted by the
RUB12 billion capital injection the bank received from its
shareholders in June 2016.  Following the injection, which almost
tripled Metkombank's capital, its regulatory Tier 1 ratio (N1.2)
and total capital adequacy ratio (N1.0) stood at 31.9% and 36.1%,
respectively, as of Nov. 1, 2016.  The capital increase has also
significantly improved the bank's position in terms of credit
concentration, as measured by the ratio of its largest 20 credit
exposures relative to equity, which decreased to 101% as of H1
2016 from approximately 250% as of year-end 2015.

The positive outlook also acknowledges Metkombank's strong
financial metrics relative to its current rating, and its
demonstrated resilience to the economic and banking crises of
2008-2009 and 2014-2015.  The bank has stayed adequately
capitalized and profitable (with the exception of 2009).
Metkombank's credit profile is further underpinned by its
shareholders' track record of providing substantial capital
support to the bank in 2008, 2009 and 2016.

The key sources of uncertainty for Metkombank currently stem from
(1) its recent consolidation of the failed Econombank (not
rated), which will be first included in the bank's IFRS reports
in Q3 2016, and (2) the lack of clarity with respect to the
details of the Central Bank's proposed new regulations on credit
concentration and related-party lending, which are due to come
into effect on 1 January 2017 and will have an impact on the
bank's lending policy and asset-growth potential.

                WHAT COULD MOVE THE RATINGS UP/DOWN

The ratings of NBD Bank and/or Metkombank could be upgraded if
the banks sustain the recent improvements in their capital
adequacy metrics, and in the case of Metkombank, maintain lower
credit concentration levels, while continuing to demonstrate
financial performance superior to their respective rating levels.

Negative pressure on the ratings is unlikely in the next 12-18
months, as indicated by the positive outlooks.  However, the
ratings could be downgraded if the banks' risk absorption
capacity and financial fundamentals erode beyond Moody's current
expectations.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Metkombank
  LT Bank Deposits (Local & Foreign Currency), Affirmed B3,
   Outlook, Changed To Positive From Stable
  ST Bank Deposits (Local & Foreign Currency), Affirmed NP
  Adjusted Baseline Credit Assessment, Affirmed b3
  Baseline Credit Assessment, Affirmed b3
  LT Counterparty Risk Assessment, Affirmed B2(cr)
  ST Counterparty Risk Assessment, Affirmed NP(cr)

Issuer: NBD Bank
  LT Bank Deposits (Local & Foreign Currency), Affirmed B1,
   Outlook, Changed To Positive From Negative
  ST Bank Deposits (Local & Foreign Currency), Affirmed NP
  Adjusted Baseline Credit Assessment, Affirmed b1
  Baseline Credit Assessment, Affirmed b1
  LT Counterparty Risk Assessment, Affirmed Ba3(cr)
  ST Counterparty Risk Assessment, Affirmed NP(cr)

Outlook Actions:

Issuer: Metkombank
  Outlook, Changed To Positive From Stable

Issuer: NBD Bank
  Outlook, Changed To Positive From Negative

                      PRINICIPAL METHODOLOGY

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


* Moody's Changes Outlook to Stable on Four Russian Banks
---------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
negative on the ratings of four banks domiciled in Russia.  At
the same time, the rating agency affirmed the banks' long-term
ratings and their baseline credit assessments (BCAs).  Following
Moody's revision of Russia's banking system outlook to stable
from negative on October 24, 2016, the return to stable outlooks
on these banks ratings reflects Moody's expectation that these
banks' credit profiles are unlikely to deteriorate amid the
emerging economic recovery.

                         RATINGS RATIONALE

The key driver of the stabilization of outlooks for the four
Russian banks' ratings is driven by Moody's view that the
contraction in the Russian economy is ending and the rating
agency's expectation of nascent economic growth of 1.5% in 2017,
which will benefit banks' financial metrics.  Moody's therefore
expects a significant slowdown in the formation of problem loans,
improvements in banks' profitability and capital retention.

Given this, Moody's has stabilized the outlooks for banks, whose
credit profiles the rating agency expects to remain stable and
supportive of the current rating levels in the next 12-18 months,
amid an improving operating environment.

BystroBank JSC
The stable outlook on Bystrobank's JSC B2 long-term deposit
ratings reflects the bank's demonstrated resilience to difficult
market conditions and stabilization of its risk profile.  In
particular, today's rating action reflects: (1) stabilization of
Bystrobank's JSC asset quality along with sufficient coverage of
non-performing loans (NPLs); (2) the bank's sound capital
adequacy (Basel I Tier 1 of 15.9% at end-June 2016); (3) its
track record of profitable performance in recent years and
Moody's expectation of an improving profitability trend over the
next 12-18 months, supported by lower funding and credit costs
(Bystrobank's JSC cost of risk declined to 5.7% of average gross
loans as at H1 2016 from 7.0% in 2015, reflecting slower
formation of new NPLs). Bystrobank's JSC stable liquidity and
funding profiles are also supportive of the current rating level.

RGS Bank
The stable outlook on RGS Bank's B2 long-term deposit ratings
reflects: (1) the bank's return to profitability in 2016, on the
back of a lower cost of funding; (2) its adequate loss-absorption
capacity, with 93% coverage of problem loans as of H1 2016 and a
sound capital cushion (Total regulatory CAR of 13.72% as of 1
November 2016); and (3) its improved asset-quality profile:
credit exposure to high-risk sectors and related parties has
reduced, while the relatively low-risk securities portfolio now
accounts for a higher share of total assets (64% as of H1 2016).

National Reserve Bank (NRB)
The stable outlook on NRB's B3 long-term deposit ratings
primarily reflects the bank's ample capital buffer: with a
regulatory Tier 1 ratio (N1.2) of 38.1% as of 1 November 2016,
NRB has sufficient loss-absorption capacity to offset the risks
associated with its persistent loss-making performance and high
problem loans (55% as of H1 2016).  The bank's ratings remain
constrained by its exposure to key man risk and shrinking
business volumes.

Russian International Bank
The stable outlook on Russian International Bank's B3 long-term
deposit ratings reflects the bank's comfortable solvency metrics:
solid regulatory Tier 1 capital adequacy ratio (N1.2) of 12.9%%
(as of 1 November 2016) and stable flow of recurring revenues.
These offset the risks associated with high credit risks
concentrations and exposure to related parties, which are the key
constraints on the bank's ratings.  Moody's notes the
stabilization of the bank's liquidity profile amid reduced
dependence on volatile foreign-currency deposits (43% of customer
accounts as at 1 October 2016) and lower lending as a result of
the bank's strategy transformation.  Russian International Bank's
new management team is seeking business niches in digital banking
with a comfortable "risk-return" balance.

                WHAT COULD MOVE RATINGS UP OR DOWN

The ratings on any of the four banks could be upgraded following
sustainable improvements in their financial profiles and/or
strengthening and diversification of their franchises.

The ratings could be downgraded if the risk absorption capacity
and financial fundamentals of the affected banks erode beyond
Moody's current expectations.

LIST OF AFFECTED RATINGS
Affirmations:

Issuer: BystroBank JSC
  LT Bank Deposits (Local & Foreign Currency), Affirmed B2,
   Outlook, Changed To Stable From Negative
  ST Bank Deposits (Local & Foreign Currency), Affirmed NP
  Adjusted Baseline Credit Assessment, Affirmed b2
  Baseline Credit Assessment, Affirmed b2
  LT Counterparty Risk Assessment, Affirmed B1(cr)
  ST Counterparty Risk Assessment, Affirmed NP(cr)

Issuer: National Reserve Bank
  LT Bank Deposits (Local & Foreign Currency), Affirmed B3,
   Outlook, Changed To Stable From Negative
  ST Bank Deposits (Local & Foreign Currency), Affirmed NP
  Adjusted Baseline Credit Assessment, Affirmed b3
  Baseline Credit Assessment, Affirmed b3
  LT Counterparty Risk Assessment, Affirmed B2(cr)
  ST Counterparty Risk Assessment, Affirmed NP(cr)

Issuer: RGS Bank
  LT Bank Deposits (Local & Foreign Currency), Affirmed B2,
   Outlook, Changed To Stable From Negative
  ST Bank Deposits (Local & Foreign Currency), Affirmed NP
  Adjusted Baseline Credit Assessment, Affirmed b2
  Baseline Credit Assessment, Affirmed b2
  LT Counterparty Risk Assessment, Affirmed B1(cr)
  ST Counterparty Risk Assessment, Affirmed NP(cr)

Issuer: Russian International Bank
  LT Bank Deposits (Local & Foreign Currency), Affirmed B3,
   Outlook, Changed To Stable From Negative
  ST Bank Deposits (Local & Foreign Currency), Affirmed NP
  Adjusted Baseline Credit Assessment, Affirmed b3
  Baseline Credit Assessment, Affirmed b3
  LT Counterparty Risk Assessment, Affirmed B2(cr)
  ST Counterparty Risk Assessment, Affirmed NP(cr)

Outlook Actions:

Issuer: BystroBank JSC
  Outlook, Changed To Stable From Negative

Issuer: National Reserve Bank
  Outlook, Changed To Stable From Negative

Issuer: RGS Bank
  Outlook, Changed To Stable From Negative

Issuer: Russian International Bank
  Outlook, Changed To Stable From Negative

                        PRINCIPAL METHODOLOGY

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


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


OBRASCON HUARTE: Fitch Cuts LT Issuer Default Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has downgraded Spanish engineering and construction
(E&C) group Obrascon Huarte Lain SA's (OHL) Long-Term Issuer
Default Rating (IDR) and senior unsecured debt rating to 'B+'/RR4
from 'BB-' and revised the Outlook from Stable to Negative. Fitch
has also affirmed OHL's Short-term IDR at 'B'.

The downgrade reflects challenges new management faces even as it
takes measures to mitigate operational and financial issues. "We
expect large loss-making legacy projects to continue to
significantly affect earnings and cash-flow generation for at
least the next two years," Fitch said. Negative cash flow has
pushed financial metrics to levels that no longer support the
current rating.

The outlook reflects the sizeable execution risk of plans to
stabilise and improve the business -- failure to deliver a
significant portion of these measures will further burden the
rating. Management's key targets include completing legacy
projects and re-focusing the E&C business to smaller, lower risk
(and lower margin) projects, as well as improving the bidding and
monitoring processes to reduce the likelihood of unprofitable
projects in the future. In addition, the company's proposed
EUR300m disposals programme will be important in alleviating cash
flow pressures.

KEY RATING DRIVERS

Low E&C Profits

Several large E&C projects awarded before 2014 continue to
negatively affect the group's profitability and cash-flow
generation. "We expect these projects to drag down margins and
cash flow throughout 2017, but begin to improve in 2018 as the
construction reaches completion." Fitch said. In the long run,
profits are unlikely to reach historic levels as OHL is
repositioning itself toward smaller, less risky, but lower
margin, projects.

Lower, Less Predictable Concession Dividends

OHL's sales of 11.4% of its holding in Abertis have reduced the
amount and stability of upstream dividends from OHL Concessiones
to the Group, which is recourse level. These dividends are now
reliant on OHL Mexico, which has historically not provided
dividends, as well as non-recourse level disposals proceeds.
These asset sales will be an important additional source of
liquidity. The company is nearing completion of EUR300m of
disposals, which should alleviate some pressures in 2017. But the
liquidity and potential profitability of many other assets will
be highly unpredictable.

Boosting Risk Management

The management is improving and reinforcing internal risk
management procedures. This includes more stringent monitoring of
the bidding process to reduce the likelihood of future loss-
making projects, improved contract structures, and a shift toward
a more balanced portfolio with smaller, less risky projects,
which will reduce concentration risk, but will also keep margins
narrower than historical levels. Working capital and cash-flow
volatility should reduce, boosting cash conversion. Implementing
these new measures will be fundamental to the company stabilising
and improving its business.

Margin Call Risk Removed

The sale of a 4.4% interest in Abertis on 3 October 2016 and the
early repayment of a EUR266m margin loan eliminated all debt with
triggers, which could have drained cash flow from the group.
Fitch viewed these loans, which totalled EUR1.5bn at the start of
2015, as detrimental to liquidity. Even though they sat outside
the recourse business, which is our rating perimeter, margin
calls in the past have forced OHL to provide funds to the non-
recourse business. Their removal has also created a more robust
separation between the construction activities financed with
unsecured facilities (recourse perimeter) and its ring-fenced
concession activities (non-recourse).

Disposals and Financial Metrics

Despite efforts to reduce debt, negative cash flow has pushed
recourse 2016 forecast net-adjusted debt to EBITDA to around
6.1x. FFO interest coverage is forecast to fall to 1.6x at 2016
from 3.6x 2015. Management is confident disposals will generate
around EUR300m from asset disposals 1Q17.

Negotiations with interested parties are near final stages.
Disposals aimed at debt reduction will be beneficial for the
ratings, helping to sustain metrics in the absence of positive
cash-flow generation from construction activity. Failure to
achieve these sales will significantly slow deleveraging,
possibly further pressuring the rating.

DERIVATION SUMMARY

The layered, complex group structure has been a negative feature
of the OHL group, especially when compared to some peers. While
the separation between recourse and non-recourse activities
remained on paper, cash leakage between the two businesses
sometimes occurred. The company's construction division is facing
sustained cash outflow that is pressuring the credit metrics,
making OHL more vulnerable compared to some rated EMEA peers. No
country-ceiling, parent/subsidiary or operating environment
aspects affect the rating

KEY ASSUMPTIONS

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

   -- Legacy projects affecting profitability and cash flow for
      the next 18-24 months.

   -- Refocus of the E&C activity on less risky, yet less
      profitable projects.

   -- OHL Mexico to start returning dividends (EUR20m in 2016).

   -- Asset disposal in line with management guidance.

RATING SENSITIVITIES

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

   -- Delivery of the 300m disposals programme and subsequent
      improvement in debt.

   -- Completion of the legacy projects.

   -- Sustainable positive cash flow generated by the
      construction division.

   -- Settling of management's plan to improve the bidding and
      monitoring processes, better manage the financial
      structure, as well as re-orientate the E&C business to
      smaller, less risky projects.

   -- Recurrent and stable up-streamed dividends from the
      concession business without a re-leveraging of assets.

   -- Full self-funding structures and firm separation between
      OHL Concesiones and OHL SA.

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

   -- Further material deterioration in cash flows paired with a
      failure to achieve its EUR300m asset disposals programme.

   -- Material cash support to OHL Concesiones.

   -- A significant reduction in the market position of OHL SA's
      construction business, owing to a lower ability to compete
      in the highly competitive engineering and construction
      business.

   -- Continued deterioration of the company's working capital
      position on a recourse basis.

LIQUIDITY

Adequate Liquidity: OHL's liquidity was around EUR900m, half of
which was in cash (including EUR150m of cash that Fitch considers
restricted) and half in undrawn credit lines at end-3Q16. This
compares with EUR151m maturing in the last quarter 2016 and
EUR236m maturing in 2017.


===========
T U R K E Y
===========


DUNYAGOZ HASTANELER: Plans to Sell Stake, Assets to Reduce Debt
---------------------------------------------------------------
Ercan Ersoy and Asli Kandemir at Bloomberg News report that
Turkey's biggest chain of eye care hospitals plans to begin talks
with a U.S. private equity firm on selling a stake of as much as
30% as it seeks to cut debt.

According to Bloomberg, Eray Kapicioglu, the chairman of Dunyagoz
Hastaneler Grubu, as the Istanbul-based chain is formally known,
said in a telephone interview on Nov. 28 the company plans to
restructure loans and is seeking to cut debt of TRY430 million
(US$127.7 million) by TRY250 million.  He said the company plans
talks with the unidentified buyout firm in January to sell
between a 25% and 30% stake and is also in talks with two U.S.
hedge fund investors, Bloomberg relates.

Dunyagoz has loans from Akbank TAS, TC Ziraat Bankasi AS and
Odeabank AS, a unit of Bank Audi SAL of Lebanon, Bloomberg
discloses.

"We are selling property and we are trying to minimize the amount
to be restructured with the lenders," Bloomberg quotes
Mr. Kapicioglu as saying.  "We will start restructuring after
asset sales are completed."

Mr. Kapicioglu said apart from the sale of personal property
including a US$30 million villa and US$30 million car park in
Istanbul, he has agreed to sell his personal stake in a power
production joint venture, called Emba Power, to his partner
Shanghai Electric Power Co. Ltd for $16 million, Bloomberg notes.
The deal is expected to close in the first half of next month,
states.

Mr. Kapicioglu, as cited by Bloomberg, said the outstanding debt
includes an TRY86 million bond coupon payment due in August and
US$25 million to Turkey's Eximbank.



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


BRIGHTHOUSE GROUP: S&P Cuts ICR to 'CCC+'; Outlook Negative
-----------------------------------------------------------
S&P Global Ratings said that it lowered its long-term issuer
credit rating on U.K.-based rent-to-own (RTO) provider
BrightHouse Group Ltd. to 'CCC+' from 'B-'.  The outlook is
negative.

As a consequence, S&P also lowered its issue rating on
BrightHouse's GBP220 million senior secured notes due 2018 to
'CCC+' from 'B-'.  S&P revised the recovery rating to '4' from
'3', indicating its expectation of recovery in the lower half of
the 30%-50% range in the event of a default.

The downgrade stems from S&P's opinion that, despite the lack of
debt maturing in the next 12 months and current positive cash
flow from operations, BrightHouse's current capital structure is
unsustainable when considered alongside its vulnerable business
operations.  Although the group's cash flow from operations were
strong in the past quarter, this primarily reflects a material
fall in the purchasing of new rental assets as business volumes
have declined, and continual collections on its existing contract
portfolio.  While this is supportive from a liquidity
perspective, S&P considers the fall in customer sign-ups to be
unsustainable in the long term, increasing the group's reliance
on favorable business developments to ensure the viability of the
business under its current operating model.

S&P considers the group's business model to be vulnerable to the
recent tightening regulations and increasing oversight from the
Financial Conduct Authority (FCA).  BrightHouse has been focusing
on preparing for regulatory changes since the announcement that
U.K. consumer credit oversight would transition from the Office
of Fair Trading (OFT) to the FCA on April 1, 2014, and it
initially anticipated full authorization between December 2015
and February 2016.  However, BrightHouse has yet to receive its
full permissions, and during the FCA's ongoing review of the
sector the regulator has highlighted concerns in relation to
customer affordability assessments, arrears handling, and price
transparency.  S&P notes that these findings are not unique to
BrightHouse, which is the largest U.K. RTO provider, but that
they also apply to U.K.-based unrated peers Perfect Home and Buy
as You View.  Together, the three firms make up the majority of
the RTO market. BrightHouse recently announced that it expects to
conclude its authorization process between January and March
2017.

"However, we view the material decline in customer additions,
which reflects the enduring tightening of customer acceptance
criteria and more stringent sign up process, to be an indication
of structural weaknesses in the group's business model.  In the
six months to Oct. 1, 2016, BrightHouse reported a 60% decline in
EBITDA to GBP10.2 million (GBP2.8 million of which was in the
second quarter) relative to GBP25.5 million in the same period in
the previous year.  We recognize that the temporary suspension of
late payment fees, which we understand has historically made up
roughly 2% of total revenue, is also expected to last the full
financial year ending March 31, 2017 (FY2017).  We therefore
project that S&P Global Ratings-adjusted gross debt to EBITDA
will be above 8.5x at end-FY2017.  This primarily reflects
further erosion of its revenue generating capabilities, and to a
lesser extent its delay in reducing operating expenses as it
looks to invest in simplifying its processes, its use of data,
and its digital offering," S&P said.

"We consider that these strategic initiatives have the potential
to partially offset the projected fall in revenue, but that net
growth over the coming 12 months will be particularly
challenging. That said, a poor operational track record in recent
quarters and volatile profitability are two of the key drivers
for assessing the company's business risk profile as vulnerable.
We also consider that the servicing of BrightHouse's cash
interest payments depends largely on the success and extent of
its planned investments.  For example, we believe that
BrightHouse is generating enough cash from its existing contract
portfolio to meet yearly cash interest payments of about GBP17
million, paid bi-annually.  However, if a significant proportion
of cash on balance sheet is invested in strategic initiatives
that do not lead to positive developments, the likelihood of a
distressed debt restructuring would increase, in our view.  This
is reflected in our base-case assumption that EBITDA coverage of
cash interest expense will be below 1x at end-FY2017.  However,
at this stage, we understand that management intends to maintain
a similar level of cash on its balance sheet, as reported on
Oct. 1, 2016," S&P noted.

The negative outlook reflects S&P's view that BrightHouse's
revenue and profit generating capability will remain challenged
over the next 12 months, leading to increasing uncertainty around
the group's future business prospects and weakening leverage
metrics.  However, S&P considers that the company should be able
to support all its funding requirements over the next 12 months
supported by collections on BrightHouse's existing contract
portfolio.

S&P could lower its ratings if ongoing investment is material,
and does not lead to an increase in new business volumes and
EBITDA generation over the next six months.  If such a scenario
were to unfold, S&P sees an increasing likelihood of a debt
restructuring that it would view as tantamount to default.

S&P could revise the outlook back to stable if the company's
operating performance improves, leading to a strengthening in its
revenue prospects and stabilizing of leverage metrics.  In
particular, S&P would require a strengthening in BrightHouse's
EBITDA coverage of cash interest expense to above 1.5x.  The
outlook stabilization would also be subject to the company having
adequate liquidity.


GB ENERGY: Co-operative Energy to Take on 160,000 Customers
-----------------------------------------------------------
BBC News reports that Co-operative Energy will take on all
160,000 customers of collapsed firm GB Energy on their existing
price tariff.

The firm said it would also honour outstanding credit balances
for both current and past customers, BBC relates.

According to BBC, energy regulator Ofgem said if customers wished
to change energy provider they would be able to do so without any
exit charge.

Ofgem, as cited by BBC, said it had chosen Co-operative Energy
after "a competitive process to get the best deal possible".

All GB Energy's staff will be transferred on the same terms to
Co-operative Energy, BBC states.

GB Energy ceased trading at the weekend, blaming recent rises in
energy prices, BBC relays.


HONOURS PLC: S&P Puts Cl. D Notes' B Rating on CreditWatch Neg.
---------------------------------------------------------------
S&P Global Ratings placed on CreditWatch negative its credit
ratings on Honours PLC series 2's class A1, A2, B, C, D, and E
notes.

The CreditWatch negative placements follow the significant
increase in the estimated redress costs for the issuer, in
relation to the Consumer Credit Act, including noncompliant
interest and other charges historically applied to the
securitized receivables.

According to an Oct. 31, 2016 notice to noteholders, the total
redress costs could reach GBP34 million.  This figure includes
approximately GBP22.5 million of noncompliant interest and other
charges (as of January 2016), estimated account remediation costs
of up to GBP10.0 million, and at least GBP750,000 repayable to
the U.K. Government Authority as a result of claims under the
cancelation indemnity invalidated by the noncompliant interest
and other charges.

S&P assumes that the issuer has to bear all these costs,
including any future upward revisions, which will lead to a sharp
decline in credit enhancement for the rated notes.  S&P has
therefore placed its ratings in this transaction on CreditWatch
negative.

S&P will seek to resolve the CreditWatch placements in due
course, once it has assessed the combined effect of these
extraordinary costs and have conducted S&P's credit analysis of
the securitized pool.

Ratings List

Honours PLC
GBP418.2 Million Asset-Backed Floating-Rate Notes Series 2

Ratings Placed On CreditWatch Negative

Class                Rating
         To                       From

A1       AAA (sf)/Watch Neg       AAA (sf)
A2       AAA (sf)/Watch Neg       AAA (sf)
B        AA (sf)/Watch Neg        AA (sf)
C        BBB (sf)/Watch Neg       BBB (sf)
D        B (sf)/Watch Neg         B (sf)


MISYS NEWCO 2: Moody's Confirms B2 CFR & Changes Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service has confirmed UK-based banking software
provider Misys Newco 2 S.a r.l.'s B2 corporate family rating and
B2-PD probability of default rating, and affirmed Magic Newco
LLC's B1 ratings on its senior secured first lien credit
facilities and Caa1 rating on its senior secured second lien
credit facility following the postponement of Misys' proposed
initial public offering (IPO).  Moody's changed the outlook on
all ratings to negative.

Concurrently, Moody's has withdrawn the (P)Ba3 ratings assigned
to the new credit facilities borrowed by Misys' subsidiary Turaz
Global S.a.r.l.

                        RATINGS RATIONALE

The confirmation reflects the postponement of Misys' planned IPO
and the fact that the group is retaining the same capital
structure for now.  The change in the rating outlook to negative
from stable reflects the refinancing risk given the upcoming
maturity of Misys' revolving credit facility (RCF) in June 2017
as well as the expected very tight headroom on the group's
maintenance covenant.

The RCF is an important source of liquidity for Misys to fund its
working capital needs, particularly in the current quarter (to
end of November) in which license signings are typically high.
Moody's expects Misys to record its highest level of net debt for
the current fiscal year at the end of November and therefore to
have very tight headroom under its financial maintenance
covenant. Headroom was 6.4% at the end of the first fiscal
quarter (to August 2016).  The required covenant level steps down
by 0.25x every quarter and Moody's expects that the headroom will
decrease to well below 5% at the end of November and in the
subsequent quarters.

However, Moody's highlights that Misys has recorded good
operating performance in recent quarters.  Furthermore, Misys'
credit profile benefits from (1) its global presence and wide
product offering, resulting in its leading position in the
financial institutions software market; (2) the mission-critical
nature of its products; (3) the ensuing high retention rates and
largely recurring revenue base and (4) its satisfactory operating
performance in the last few quarters.

Conversely, Misys' credit profile remains challenged by relative
market fragmentation, particularly in retail banking, and high
competition.  Lengthy sales cycles and volatility in new license
signings, which have a lower degree of predictability, also hold
back its ratings.

Under its current capital structure, Misys continues to incur
high borrowing costs, particularly owing to an expensive $625
million second-lien term loan with a margin of 12% per annum.
These weigh down on free cash flow (FCF) generation -- which
Moody's calculates after interest -- such that FCF/debt will
remain below 5% for the next 12 months.  Furthermore, Moody's
expects adjusted debt/EBITDA to remain above 4.5x in the next 12-
18 months under the existing capital structure.

Moody's views Misys' liquidity profile as adequate, until the
$100 million equivalent undrawn RCF matures in June 2017.  Misys'
liquidity profile remains supported by a cash balance of
$44 million at the end of August 2016 and Moody's expects cash
balances to increase by the year-end in May 2017, driven by
seasonality as well as good underlying cash flow generation.

Misys' B2-PD is in line with the CFR, reflecting the mix of first
lien and second lien instruments in the capital structure,
leading to a 50% family recovery rate.  The B1 rating on the
first lien term loans and RCF, one notch above the CFR, reflects
the cushion offered by the sizeable $625 million second lien term
loan ranking behind.

               WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could stabilize the outlook should Misys renew its RCF or
extend its maturity and resolve the very tight covenant headroom.
Although unlikely at this stage given the negative outlook,
Misys' ratings could be upgraded if Moody's adjusted gross
debt/EBITDA fell towards 4.5x on a sustainable basis, whilst
maintaining positive free cash flow.

Misys' ratings could be downgraded in case of: (1) an increase in
Moody's adjusted leverage to above 6.0x (which would be around
6.5x on EBITDAC basis); (2) weakening in free cash flow; (3)
tight covenant headroom not being addressed by early 2017 and;
(4) a more aggressive financial strategy resulting in Misys
distributing further dividends or embarking upon debt-financed
acquisitions.

LIST OF AFFECTED RATINGS

Confirmations:

Issuer: Misys Newco 2 S.a r.l.
  LT Corporate Family Rating, Confirmed at B2
  Probability of Default Rating, Confirmed at B2-PD

Affirmations:

Issuer: Magic Newco LLC
  Backed Senior Secured Bank Credit Facility, Affirmed B1
  Backed Senior Unsecured Bank Credit Facility, Affirmed Caa1

Withdrawals:

Issuer: Turaz Global S.a.r.l.
  Backed Senior Secured Bank Credit Facility, Withdrawn ,
   previously rated (P)Ba3 (LGD3)

Outlook Actions:

Issuer: Misys Newco 2 S.a r.l.
  Outlook, Changed To Negative From Rating Under Review

Issuer: Magic Newco LLC
  Outlook, Changed To Negative From Stable

Issuer: Turaz Global S.a.r.l.
  Outlook, Changed To Rating Withdrawn From Stable

                     PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Software
Industry" published in December 2015.

Headquartered in London, United Kingdom, Misys is one of the
world's leading financial services software providers, offering a
broad range of solutions to 2,000 Banking and Treasury & Capital
Markets (TCM) customers located across 125 countries.  In the
last twelve months ended August 2016, Misys reported revenues of
$900 million and adjusted EBITDA of $381 million.

The group has been owned by specialist financial investor Vista
Equity Partners since 2012, when Misys was merged with Turaz
which was acquired by Vista earlier that year from Thomson
Reuters.


MOTOR 2016-1: Moody's Assigns (P)Ba3(sf) Rating on Class F Notes
----------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to notes to be issued by Motor 2016-1 plc:

  GBP528 mil. Class A Notes, Assigned (P)Aaa (sf)
  GBP15 mil. Class B Notes, Assigned (P)Aa2 (sf)
  GBP30 mil. Class C Notes, Assigned (P)A1 (sf)
  GBP9 mil. Class D Notes, Assigned (P)Baa1 (sf)
  GBP13 mil. Class E Notes, Assigned (P)Baa3 (sf)
  GBP5 mil. Class F Notes, Assigned (P)Ba3 (sf)

The transaction is a two-year revolving cash securitisation of
agreements entered into for the purpose of financing vehicles to
obligors in the United Kingdom by Santander Consumer (UK) plc
(NR)("SC UK"), a wholly owned subsidiary of Santander UK PLC (A1
Senior Unsecured; Aa2/P-1 (cr)) ("Santander UK").  This is the
fifth public securitisation transaction in the United Kingdom
sponsored by SC UK.  The originator will also act as the servicer
of the portfolio during the life of the transaction.  The
transaction does not include any residual value ("RV") exposure.

The portfolio of underlying assets consists of conditional sale
agreements granted to individuals resident in the United Kingdom
to finance the purchase of new and used vehicles.  Conditional
sale agreements are forms of secured financing and can include
some balloon payments.  As of Aug. 31, 2016, the portfolio
consisted of 95,077 agreements mainly originated between 2014 and
2016, with a weighted average seasoning of eleven months and a
weighted average remaining term of 41 months.  Used cars make up
87.5% of the pool, and the weighted average deposit of the
original principal balance is 20.1%.  There is no limit to the
percentage of used vehicles in the pool, but balloon payments are
limited to 7% and the weighted average term cannot exceed 48
months.

                         RATINGS RATIONALE

According to Moody's, the transaction benefits from credit
strengths such as a granular portfolio, good excess spread and a
1.55% liquidity reserve which will provide liquidity in the event
of a servicer disruption.  This liquidity reserve is fully funded
at closing, sized at 1.55% of the sum of the Class A-E initial
notes balance, although it will only provide support to pay
senior expenses, and coupons on the Class A-E notes in the event
of a cash flow disruption.

In addition, the contractual documents will include the
obligation of the cash administrator to estimate amounts due in
the event a servicer report is not available.  This reduces the
risk of any technical non-payment of interest on the Notes.

However, Moody's notes some credit weaknesses.  The transaction
has rating linkage to Santander UK (A1 Senior Unsecured; Aa2/P-1
(cr)) and Banco Santander S.A. (Spain) ((P)A3 Senior Unsecured;
A3/P-2 (cr)).  In particular, Santander UK, which is the parent
entity of the unrated servicer, is acting as a seller account
bank and issuer collection account bank in the transaction.  In
addition, the ultimate parent Banco Santander S.A. (Spain) is
acting as back-up servicer facilitator (BUS facilitator).

A risk common to auto ABS transactions in the UK and present in
this transaction is the possibility that the obligor may exercise
the right of voluntary termination as per the Consumer Credit
Act. The potential for additional loss due to this risk has been
incorporated into Moody's quantitative analysis.

Moody's analysis focused, among other factors, on (i) an
evaluation of the underlying portfolio of financing agreements
considering concentration limits during the revolving period;
(ii) the macroeconomic environment; (iii) historical performance
information; (iv) the credit enhancement provided by
subordination and the excess spread; (v) the liquidity support
available in the transaction by way of principal to pay interest,
the liquidity reserve and principal to pay interest; (vi) the
back-up servicer facilitator; (vii) the legal and structural
integrity of the transaction.

Moody's assumed a gross default rate of 3.25% and a static
recovery rate of 40.0% for the initial portfolio and the
replenished portfolios.  The default assumption takes into
account both defaults by the obligors and voluntary terminations.
A coefficient of variation of 52% has been used as the other main
input for Moody's cash flow model, ABSROM, to calibrate the Aaa
portfolio credit enhancement for this portfolio to 12.5%.

Parameter sensitivities for this transaction have been calculated
in the following manner: Moody's tested 9 scenarios derived from
the combination of mean default rate: 3.25% (base case), 3.5%
(base case + 0.25%), 3.75% (base case + 0.5%) and recovery rate:
40% (base case), 35% (base case - 5%), 30% (base case - 10%).
The 3.25% / 40% scenario would represent the base case
assumptions used in the initial rating process.  At the time the
rating was assigned, the model output indicated that Class A
would have achieved Aa1 even if the mean default rate was as high
as 3.75% with a recovery rate as low as 30% (all other factors
unchanged).

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 tranches might differ
as certain key parameters vary.  Therefore, Moody's analysis
encompasses the assessment of stress scenarios.

The principal methodology used in these ratings was Moody's
Global Approach to Rating Auto Loan- and Lease-Backed ABS
published in October 2016.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes.  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal by legal final maturity of each class.
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 and the above rating reflects Moody's preliminary
credit opinions regarding the transaction only.  Upon a
conclusive review of the final documentation and the final note
structure, Moody's will endeavour to assign a definitive rating
to the above notes.  A definitive rating may differ from a
provisional rating.

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

Factors that may lead to an upgrade of the mezzanine and junior
note ratings include significantly better than expected
performance of the pool and an increase in credit enhancement of
notes due to deleveraging.

Factors that may lead to a downgrade of the ratings of the notes
include (i) a decline in the overall performance of the pool,
(ii) a significant deterioration of the credit profile of
transaction parties like the servicer Santander Consumer (UK) plc
and the cash administrator Elavon Financial Services DAC, UK
Branch.


PERA TECHNOLOGY: Creditors Payout Still Unclear
-----------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that creditors will
have to continue to wait for any money owed to them following the
collapse of the Pera empire.

Pera Technology was placed into administration in April only to
be bought out by Pera Technology Solutions (PTS) -- a company
that itself only last six months before it was placed into
administration in October, TheBusinessDesk.com relates.

The collapse of PTS is hampering administrators' efforts to
source funds to pay Pera Technology's creditors, according to
papers seen by TheBusinessDesk.com.

TheBusinessDesk.com notes that Pera Technology, the Melton
Mowbray-based firm, went into administration in April owing
GBP9.5 million, and was bought out of administration in a
management buy-out for just GBP561,500 by PTS.

Now, administrators from Milner Boardman said they have received
just GBP132,704.88 to pay Pera Technology's creditors.

At time of the sale to PTS, a deal was reached whereby it would
pay GBP95,500 on or before June 30, 2016, the same amount by
December 31 this year, and GBP370,500 by March 31, 2017,
according to TheBusinessDesk.com.  Milner Boardman said the first
payment was received, but on September 26 PTS declared that it
was insolvent and ceased to trade. The next day administrators
from Duff & Phelps were appointed, the report recalls.

TheBusinessDesk.com relates that an administrators report from
Milner Boardman said: "The remainder due under the sale agreement
of GBP466,000 is a secured claim in the administration of PTS and
we are currently working with Duff & Phelps to establish the
dividend prospects for the company. We will report to creditors
when we have further details."

"Due to the insolvency of PTS and its inability to make any
further payment under the condition of the sale it may be
unlikely to achieve a better result for Pera Technology's
creditors as a whole than would be likely if the company were to
be wound up (without first being in administration).

"However, it is likely there will be a dividend to the company as
a secured creditor within the administration of PTS. However, the
amount and timings of this are unknown at this stage."

PTS was set up by a management team led by chief executive Paul
Tranter which bought the company out of administration in April,
saving some 80 jobs, TheBusinessDesk.com adds.


ROYAL BANK: Fails UK's Annual Stress Test Years After Bailout
--------------------------------------------------------------
Martin Arnold and Caroline Binham at The Financial Times report
that Royal Bank of Scotland has emerged as the biggest failure in
the UK's annual stress tests, forcing the state-controlled lender
to present regulators with a new plan to bolster its capital
position by at least GBP2 billion.

The outright failure of RBS -- partly caused by heavy litigation
costs -- underlines how the Edinburgh-based lender is still
struggling to regain a stable footing eight years after being
bailed out by the taxpayer amid the financial crisis, the FT
notes.

It is also a blow to the UK government, which wants to start
selling down its 73% stake in the bank, and to shareholders'
hopes for the resumption of dividend payments, the FT states.

RBS had its revised capital plan accepted overnight by the BoE
after it suffered the second-highest percentage fall ever in
capital under the stressed scenario -- after the Co-operative
Bank in 2014, the FT relates.

According to the FT, Joseph Dickerson, banks analyst at
Jefferies, said he expected the lossmaking bank would announce
"further restructuring" with its annual results in February,
"likely dashing any hopes for excess capital returns".

RBS was the only bank to fall below the minimum hurdle rate even
after "assumed management actions" but before the presumed
benefit of converting its loss-absorbing hybrid debt, known as
additional tier one (AT1) securities, the report discloses.

BoE governor Mark Carney said RBS had made "a lot of progress
over the past few years" in its core business of serving UK
households and small businesses, the FT relays.

"Its challenge is that it still has legacy issues," Mr. Carney,
as cited by the FT, said, listing misconduct costs, impaired
assets and noncore assets.  "The orders of magnitude of their
plans are much bigger than the size of the shortfall highlighted
in the stress test."

The Royal Bank of Scotland, commonly abbreviated as RBS, is one
of the retail banking subsidiaries of The Royal Bank of Scotland
Group plc, together with NatWest and Ulster Bank.


SPENCER FARLEY: High Court Enters Wind Up Order
-----------------------------------------------
Spencer Farley Ltd, a Deeside-based company which made misleading
and unfounded statements to induce businesses to place
advertisements in its magazines, has been wound-up in the High
Court.

The winding up follows an investigation by the Insolvency
Service.

The company produced four magazines with military-related
content: 'Red Alert', 'In Force', 'The Informer' and 'Engage'.
The magazines were funded by the sale of advertising space to
small businesses and were distributed free of charge.

The investigation found that the company made misleading
statements to customers by stating or implying that the company
was affiliated to the armed forces when, in fact, there was no
such relationship. Information provided by customers during the
investigation demonstrated that the company's telesales staff had
falsely stated or implied that:

   * the company was calling on behalf of the military
   * the company produced the armed forces magazine
   * all company personnel were ex-army and affiliated to the
     Ministry of Defence when, in fact, the company's staff had
     no military connections
   * the magazines were distributed to all army units and
     Ministry of Defence sites when, in fact, the magazines were
     sent unsolicited to a limited number of military bases and
     to other organisations such as tourist information offices,
     shopping centres and airports
   * the company was raising monies for military charities and/
     or helping ex-serviceman and the families of armed forces
     personnel

In addition, numerous customers complained that they had been
pressed for payment for advertisements that they had not agreed
to.

Financial statements filed by the company show it to have
received an income in excess of GBP1.1 million from the sale of
advertisements during the period Oct. 1, 2013 to Jan. 31, 2016.
The overwhelming majority of this was applied to the benefit of
the company's directors and personnel and relatively little was
spent on production and distribution of the magazines. The
company was unable to produce records to verify cash payments of
GBP116,582 to two sales representatives who were said to have
left the company almost immediately after the investigation
began.

Commenting on the case, Colin Cronin, Investigation Supervisor
with the Insolvency Service, said:

"In its telesales calls and on its website Spencer Farley Ltd
used terminology such as 'campaign', 'raise awareness' and
'support' to mislead customers into believing that it was raising
funds on behalf of or in support of the armed forces. In fact,
the overwhelming majority of funds raised were paid directly to
the company's directors and telesales staff instead of being
applied to any good cause.

"The Insolvency Service will take firm action against companies
which prey on the charitable nature of small businesses in this
way.

"I would urge any business which is contacted by cold-call and
asked to support the military to make full enquiry into the
service being offered before agreeing to advertise."

The petition to wind-up Spencer Farley Ltd was presented under
s124A of the Insolvency Act 1986 on Sept. 27, 2016. The company
was wound up on Nov. 22, 2016, and the Official Receiver has been
appointed as liquidator.


STOLT-NEILSEN LTD: Egan-Jones Assigns B- Sr. Unsec. Debt Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 7 2016, assigned B- senior
unsecured ratings on debt issued by Stolt-Neilsen Ltd. EJR also
assigned 'C' rating on the Company's commercial paper.

Stolt-Nielsen Ltd. is a global company with significant
operations within various maritime related industries. The
Company, through its subsidiaries, provides integrated
transportation services for bulk liquid chemicals, edible oil,
and other specialty liquids.


THOMAS COOK: Fitch Assigns 'B+(EXP)' Rating to Euro Unsec. Notes
----------------------------------------------------------------
Fitch Ratings has assigned Thomas Cook Group Plc's (TCG) planned
issue of euro unsecured guaranteed notes an expected rating of
'B+(EXP)' with a Recovery Rating of 'RR3'. The notes are rated
one notch above TCG's Long-Term Issuer Default Rating (IDR) of
'B' which has a Stable Outlook.

The final rating of the notes is contingent upon receipt of final
documents conforming to the information already received by Fitch
and confirmation of the final amount and tenor of the notes. The
new notes' terms and conditions are materially the same as TCG's
other unsecured guaranteed notes, which are also rated at 'B+'.

TCG's ratings reflect the high risk inherent in the tour operator
business. Macro factors, such as changing consumer spending
habits and geopolitical events, compound the idiosyncratic risks
that TCG is exposed to. The Stable Outlook balances TCG's
improved business and financial profiles against this high-risk
sector profile and also reflects better earnings stability as a
result of TCG's new operating model.

KEY RATING DRIVERS

Recovery against Heavy Competition

"Overall operating performance for the financial year to 30
September 2016 (FY16) has been in line with our expectations, and
we continue to forecast group EBIT margins to steadily improve to
4.1% by FY18, from 3.9% in FY16, helped by slowly recovering end
markets, a focused, competent management team and a refreshed
product offering," Fitch said.

The ability of TCG to grow margins at a faster rate, in our view,
will remain constrained by events and external shocks, dampening
the positive impact from self-help measures, as has been
evidenced in FY16 results. "We believe that management's target
to achieve an EBIT increase of between GBP130m and GBP150m by
FY19 under a new customer-focused plan will be challenging
against increasing competition, changing consumer spending habits
and cyclicality, which is reflected in the current 'B' rating,"
Fitch said.

Strong Brand Name

TCG remains one of the largest tour operators in Europe, with a
well-known and trusted brand, geographic diversification and
scale. In Fitch's view, the ability to preserve market share,
maintain competiveness and grow top-line revenue through
differentiated, higher-margin product offerings is a key driver
of the ratings. TCG is working towards a stronger business and
financial profile, particularly a more robust business model and
reducing gross leverage, a goal which is viewed positively by
Fitch.

Exposure to External Risks

The tour operator business is vulnerable to a high level of risks
and events. "We expect TCG to continue to develop its flexibility
in responding to such developments, which together with increased
diversification of source markets and destinations, should help
mitigate their impact and move their rating profile towards our
positive guidelines for an upgrade." Fitch said.

High Seasonality and Leverage

Working capital is highly seasonal and typically increases in the
first quarter of the company's financial year (between October
and December) when TCG pays its hotels and other suppliers. Cash
balances typically build up in the third and fourth quarters and
are paid out in the first quarter of the following financial
year.

"For liquidity calculation we set aside GBP1bn from year-end cash
balances as restricted amount, as this is deemed not freely
available for debt service throughout the year. We expect TCG to
continue to have minimum liquidity headroom of GBP200m, which is
consistent with the current ratings," Fitch said.

Fitch forecasts lease-adjusted funds from operations (FFO) gross
leverage will trend towards 5.0x by FYE18 (6.4x at FYE15). "In
calculating Fitch-adjusted gross leverage, we no longer add an
amount for working capital as this is captured under restricted
cash for liquidity purposes. Instead we now factor in an amount
for average gross debt over the financial year, which
conservatively takes into account expected drawings under the
revolving credit facility of up to GBP200m in the first quarter
of each financial year," Fitch said.

Above-Average Recovery for New Bonds

The bond issue will be used to refinance TCG's GBP200m notes due
2017 in full and EUR525m notes due 2020 in part. They will be
unsecured and rank pari passu in line with existing debt with the
benefit of upstream guarantees from certain key subsidiaries.

"Under Fitch's Recovery Ratings and Notching Criteria for Non-
Financial Corporates, we rate the notes one notch above the IDR,
at 'B+/RR3', reflecting above average recovery expectations (61%)
in case of default." Fitch said. Management has announced its
intention to reduce TCG's fixed-term debt by GBP300m by FY18 as
well as to commence dividend payments from FY17 (based on 20%-30%
of prior year reported profit after tax).

Sustained gross debt redemptions will be positive for the credit
profile, both in terms of allowing greater financial flexibility
given the sector profile, but also in terms of potentially
enhanced recovery prospects for senior noteholders.

DERIVATION SUMMARY

TCG is the second-largest tour operator in the world, behind TUI
AG (TUI) based on revenues. It is less geographically diverse
than TUI, with group EBITDA margin of 6.2% behind TUI's 7.9%, due
to TUI having a more diverse product base including cruise ships.
TCG's FFO adjusted gross leverage is also about 1.0x higher than
TUI who has reduced gross debt from asset sales in recent years.
No country ceiling, parent/subsidiary or operating environment
aspects impact the ratings.

KEY ASSUMPTIONS

Fitch's expectations are based on the agency's internally
produced, conservative rating case forecasts. They do not
represent the forecasts of rated issuers individually or in
aggregate. Key Fitch forecast assumptions include:

   -- Steady like-for-like revenue growth, driven by growing
      volumes in the UK and Nordics, but offset by continued
      difficulties in continental Europe,

   -- Slight improvement in EBIT margin to 4.2% by FY18,

   -- Capex at just over 2% of revenue per year,

   -- Improving free cash flow (FCF) generation, offset by the
      resumption of dividend payments from FY17,

   -- Inclusion of GBP1bn of restricted cash from year-end cash
      balances, which we view as being not readily available for
      debt service

RATING SENSITIVITIES

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

   -- Improved competitiveness evidenced by increasing revenue
      and recovered EBIT margin within its divisions, leading to
      group EBIT margin above 4% on a sustained basis

   -- Fixed charge coverage of more than 2.0x (FY15: 1.5x) and
      lease-adjusted FFO-adjusted gross leverage (based on Fitch-
      adjusted calculation of average gross debt) trending
      towards 4.5x, driven by a combination of improved
      profitability and overall gross debt reduction

   -- Positive post-dividend FCF on a sustained basis

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

   -- Deterioration in the group EBIT margin to below 2.5%,
      reflecting increased competitive pressures

   -- Liquidity headroom below GBP200m

   -- Increase in FFO-adjusted gross leverage (as adjusted by
      Fitch) above 6.5x

LIQUIDITY

At FYE16, TCG had adequate liquidity comprising GBP163m of
readily available cash (Fitch views GBP1bn as restricted for
seasonal working capital purposes) and GBP258m undrawn under its
revolving credit facility, comfortably above the minimum
threshold of GBP200m that Fitch expects TCG to maintain at any
given time. The next material debt maturity is its GBP200m bond
maturing in May 2017 following the buyback of GBP100m completed
in May 2016.

Management has stated its intention to reduce gross debt by
GBP300m by FY18 and to use the proceeds of the planned issue of
euro unsecured notes to fully repay the May 2017 bond, ultimately
improving the group's debt maturity profile and reducing interest
expense.



                            *********

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

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

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


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and
Peter A. Chapman, Editors.

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

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

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

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


                 * * * End of Transmission * * *