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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, February 23, 2017, Vol. 18, No. 39


                            Headlines


F R A N C E

WFS GLOBAL: S&P Affirms 'B-' CCR, Outlook Remains Negative


I R E L A N D

BUS EIREANN: Strike Likely After Union Talks Fail
EUROCREDIT CDO VII: S&P Affirms 'B+' Rating on Class E Notes


I T A L Y

EUROHOME MORTGAGES S&P Lowers Rating on Class A Notes to 'B-'
M ESTATE: May 17 Deadline Set for Binding Offers for Assets
STEFANEL: Seeks More Time to Submit Debt Restructuring Deal


L U X E M B O U R G

AVANTOR PERFORMANCE: Moody's Cuts CFR to B2, Outlook Stable


N E T H E R L A N D S

CADOGAN SQUARE CLO IV: S&P Affirms 'BB+' Rating on Class. E Notes


R U S S I A

ATOMENERGOPROM JSC: Moody's Affirms CFR at Ba1, Outlook Stable
ROSBANK JSB: Moody's Affirms Ba1 LT Debt & Deposit Ratings
SBERBANK: Moody's Upgrades BCA & Adjusted BCA to ba1
SVYAZINVESTNEFTEKHIM: Moody's Alters Outlook on Ba2 CFR to Stable
VTB CAPITAL: Moody's Affirms Ba3 Deposit Ratings, Outlook Stable


S P A I N

MADRID RMBS I: Fitch Affirms 'CCsf' Rating on Class E Tranche


S W I T Z E R L A N D

BANQUE HERITAGE: Moody's Assigns Ba1 Issuer Ratings
GLOBAL BLUE: Moody's Affirms B1 CFR, Outlook Stable


U K R A I N E

FORTUNA-BANK: NBU Cancels Banking License, Starts Liquidation
KERNEL HOLDING: Fitch Upgrades IDRs to B+, Outlook Stable
PLATINUM BANK: Deposit Fund Wants Banking License Revoked


U N I T E D   K I N G D O M

CO-OPERATIVE BANK: Metro Bank Boss Eyes Parts of Rival
CO-OPERATIVE BANK: Fitch Lowers LT Issuer Default Rating to 'B-'
JERROLD FINCO: Fitch Assigns BB- Rating to GBP200MM Sr. Notes
JPNG RECRUITMENT: Appoints Voluntary Liquidator
LIVERPOOL INTERNATIONAL: Saved After Going Into Administration

TOWD POINT AUB 11: Moody's Assigns Ba2 Rating to Class E Notes
TOWD POINT AUB 11: S&P Assigns BB Rating to Class E-Dfrd Notes


                            *********



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F R A N C E
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WFS GLOBAL: S&P Affirms 'B-' CCR, Outlook Remains Negative
----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term corporate credit
rating on French airport ground handler WFS Global Holding SAS.
The outlook remains negative.

In line with the above affirmation, S&P also affirm its 'B-'
issue rating on the company's EUR325 million senior secured notes
due 2022.  The recovery rating remains '3', reflect S&P's
expectation of 65% recovery, in the event of a payment default.

S&P also affirmed the 'CCC' issue rating on the EUR140 million
senior unsecured notes due 2022.  The recovery rating remains
'6', reflecting S&P's expectation of 0% recovery in case of
default.

The affirmation reflects S&P's view that WFS' credit metrics will
remain consistent with the lower end of S&P's highly leveraged
financial risk category, despite being burdened by transition and
restructuring costs, and significantly increased debt from the
acquisition of U.S.-based Consolidated Aviation Services (CAS) in
February 2016.  According to S&P's base-case forecast, WFS will
achieve adjusted funds from operations (FFO) to debt of about 6%
in 2017, improving to about 8% in 2018.  However, S&P believes
WFS' financial position remains constrained by its fairly low
absolute EBITDA and cash flow generation, which renders its
financial measures susceptible to underperformance relative to
S&P's base-case forecast.  Additionally, S&P forecasts that the
company will generate somewhat negative free operating cash flow
in 2017 and, therefore, any major unexpected costs would further
impair its liquidity.

S&P also continues to assess WFS as having less-than-adequate
liquidity, reflecting S&P's view of the company's limited
sources-to-uses coverage (of just above 1.0x) and headroom under
the springing gross leverage maintenance covenant in its
revolving credit facility (RCF).  The covenant headroom may
deteriorate further, given the tightening of test levels at the
end of 2017 (and 2018), providing WFS with only marginal leeway
for operational underperformance under S&P's base case.

WFS is a leading player in the cargo handling market and expects
to gain significant cost synergies from the integration of CAS.
S&P assess WFS' business risk profile as weak, reflecting S&P's
view of the company's large exposure to the cyclical air cargo
handling market (two-thirds of WFS' sales), which S&P generally
views as more volatile to the general economic environment than
ramp and passenger handling activities (one-third of WFS' sales).
S&P views favorably WFS' international footprint in the global
air cargo handling market, its ownership of warehouses, and its
road feeder system -- which S&P believes enhances the company's
competitive position and operating efficiency.

The negative outlook reflects a one-in-three possibility of a
downgrade if WFS' liquidity position deteriorates in the coming
months due to a weaker-than-anticipated operating performance and
cash flow generation, driven for example by higher-than-expected
costs.  Additionally, a downgrade could result from constraints
on the company's financial covenant headroom, particularly as
test levels tighten at the end of 2017.

S&P could downgrade WFS if the company's plans to restore its
liquidity sources do not unfold as expected, and if S&P considers
it likely that its liquidity sources-to-uses ratio will fall
below 1.0x.  S&P would also lower the rating if the financial
covenant appeared likely to be breached -- absent prospects to
remedy the breach.

Furthermore, if S&P deemed WFS' financial commitments, including
very high interest costs, to be unsustainable in the long term,
S&P could consider a downgrade.

S&P could consider revising the outlook to stable if the
company's liquidity position -- including financial covenant
headroom -- improves thanks to stronger operating performance and
cash flow generation, or if the company's measures to boost its
liquidity sources are successful.


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I R E L A N D
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BUS EIREANN: Strike Likely After Union Talks Fail
-------------------------------------------------
Martin Wall at The Irish Times reports that an all-out indefinite
strike in Bus Eireann, which could spread to other parts of the
public transport sector, now seems likely after the collapse of
talks on Feb. 21 aimed at resolving the financial crisis at the
company.

According to The Irish Times, the board and management of the
State-owned transport company are expected to consider on Feb. 22
whether to press ahead with highly controversial cuts to staff
earnings as part of a survival plan.

Unions representing the 2,600 staff at the company warned of an
all-out strike if Bus Eireann moved unilaterally to impose cuts
to pay, The Irish Times discloses.

The unions also suggested that any strike at Bus Eireann could
have consequences across the public transport network, The Irish
Times relates.

However, Bus Eireann acting chief executive Ray Hernan said that,
given the current scale of losses, the company was now facing
insolvency at some time in the month of May, The Irish Times
relays.

He said any strike would exacerbate the company's financial
position and make its continued existence more precarious, The
Irish Times notes.

"We estimate the cost of a strike will be EUR500,000 per day.  We
also face the possibility of losing customers," The Irish Times
quotes Mr. Hernan as saying.

Speaking after the collapse of the talks at the Workplace
Relations Commission, he said the trade unions were not prepared
to negotiate on any measures that impacted on the terms and
conditions of their members, according to The Irish Times.


EUROCREDIT CDO VII: S&P Affirms 'B+' Rating on Class E Notes
------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Eurocredit CDO
VII PLC's class C and D notes.  At the same time, S&P has
affirmed its ratings on the class B and E notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the Nov. 30, 2016, trustee report and
the application of S&P's relevant criteria.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level.  The BDR represents S&P's estimate of the
maximum level of gross defaults, based on its stress assumptions,
that a tranche can withstand and still fully repay the
noteholders.  In S&P's analysis, it used the portfolio balance
that it considers to be performing (EUR115,223,763), the current
weighted-average spread (3.34%), and the weighted-average
recovery rates calculated in line with S&P's corporate
collateralized debt obligation (CDO) criteria.  S&P applied
various cash flow stresses, using its standard default patterns,
in conjunction with different interest rate and currency stress
scenarios.

Since S&P's Feb. 10, 2016 review, the aggregate collateral
balance has decreased by 14.48% to EUR115.22 million from
EUR134.73 million.

The class A notes and the revolving facility have already
amortized and the class B notes have amortized by EUR6.30 million
since S&P's previous review.  In S&P's view, this has increased
the available credit enhancement for all of the rated classes of
notes.  In addition, the concentration of 'CCC' category ('CCC+',
'CCC', and 'CCC-') rated assets has increased since S&P's
previous review from 2.10% to 9.17% of the aggregate collateral
balance. The concentration of defaulted assets has reduced to
0.61% from 6.85%.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty
criteria, S&P considers that the available credit enhancement is
commensurate with higher ratings than previously assigned for the
class C and D notes.  S&P has therefore raised its ratings on
these classes of notes.

While S&P's analysis also shows that credit enhancement has
generally increased for all classes of notes, S&P has affirmed
its 'B+ (sf)' rating on the class E notes, because S&P believes
this rating level remains commensurate with the obligor
concentration risk that this class of notes is exposed to.

The affirmation of S&P's 'AAA (sf)' rating on the class B notes
reflects that the available credit enhancement is commensurate
with the currently assigned rating.  This class of notes has
benefited from the transaction's continuing deleveraging and the
underlying portfolio's stable credit performance.

Eurocredit CDO VII is a cash flow collateralized loan (CLO)
obligation (CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in May
2007 and is managed by Intermediate Capital Group PLC.

RATINGS LIST

Class            Rating
           To              From

Eurocredit CDO VII PLC
EUR520 Million Floating-Rate Notes

Ratings Raised

C          AAA (sf)         AA+ (sf)
D          BBB+ (sf)        BB+ (sf)

Ratings Affirmed

B          AAA (sf)
E          B+ (sf)


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


EUROHOME MORTGAGES S&P Lowers Rating on Class A Notes to 'B-'
-------------------------------------------------------------
S&P Global Ratings lowered to 'B- (sf)' from 'BB- (sf)' its
credit rating on Eurohome (Italy) Mortgages S.r.l.'s class A
notes.  At the same time, S&P affirmed its 'D (sf)' ratings on
the class B, C, and D notes.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information, which S&P received on
the February 2017 interest payment date (IPD).  S&P's analysis
reflects the application of its European residential loans
criteria.

When S&P considers only the performing collateral, credit
enhancement for the class A notes has decreased further to -2.9%
from 0.6% in S&P's November 2014 review Mortgages' Class A Notes
Following Criteria Update," published on Nov. 7, 2014.  The class
A unpaid principal deficiency ledger (PDL) balance has risen to
EUR5.4 million from EUR1.4 million.

The gross cumulative default ratio increased to 31.95% on the
February 2017 IPD from 27.77% on the November 2014 IPD.  Total
arrears have reduced to 21.5% from 24.6% over the same period.
This is still considerably higher than in other residential
mortgage-backed securities (RMBS) transactions that S&P rates.

S&P's credit analysis results show a decrease in both the
weighted-average foreclosure frequency (WAFF) and the weighted-
average loss severity (WALS) for each rating level compared with
those at S&P's previous review.  The decrease in the WAFF is
mainly due to the higher weighted-average seasoning and the
decrease in arrears.  As for the WALS, the decrease results from
the lower market value declines applied compared with those at
S&P's previous review.

Rating level       WAFF (%)     WALS (%)
AAA                   56.25        38.81
AA                    49.23        35.68
A                     40.08        29.49
BBB                   33.40        26.35
BB                    26.98        24.17
B                     18.54        22.18

This transaction features a liquidity facility, which currently
represents 8.3% of the outstanding performing balance of the
mortgage assets.

Taking into account the results of S&P's updated credit and cash
flow analysis and the transaction's performance, S&P considers
the available credit enhancement for the class A notes to be
commensurate with a lower rating than previously assigned.  S&P
has therefore lowered to 'B- (sf)' from 'BB- (sf)' its rating on
the class A notes.

The transaction has an interest deferral mechanism for the class
B, C, D, and E notes, based on the cumulative default level.  If
an interest deferral trigger is breached, the interest on that
class of notes is deferred until the PDL is cleared and the
principal borrowed under the principal priority of payments is
repaid.  The class B, C, D, and unrated class E notes have
already breached this trigger and are not paying any interest.
S&P therefore affirmed its 'D (sf)' ratings on the class B, C,
and D notes.

S&P's ratings on the notes are not constrained by the application
of its criteria for rating securitizations above the sovereign
foreign currency rating.

Eurohome Italy Mortgages is an Italian RMBS transaction that
closed in December 2007.  The transaction securitizes a pool of
first-ranking mortgage loans originated by Deutsche Bank Mutui
SpA.

RATINGS LIST

Class              Rating
            To               From

Eurohome (Italy) Mortgages S.r.l.
EUR260.85 Million Mortgage-Backed Floating-Rate Notes

Rating Lowered

A           B- (sf)          BB- (sf)

Ratings Affirmed

B           D (sf)
C           D (sf)
D           D (sf)


M ESTATE: May 17 Deadline Set for Binding Offers for Assets
-----------------------------------------------------------
Stefano Coen, Mr. Ermanno Sgaravato and Mr. Vincenzo Tassinari as
extraordinary commissioners of M. Estate S.p.A. in
Amministrazione Straordinaria, Mercatone Uno Services S.p.A. in
Amministrazione Straordinaria, M. Business S.r.l. in
Amministrazione Straordinaria, Mercatone Uno Finance S.r.l. in
Amministrazione Straordinaria, Mercatone Uno Logistics S.r.l. in
Amministrazione Straordinaria, M. Uno Trading S.r.l. in
Amministrazione Straordinaria invite all interested parties to
submit binding offers for the acquisition of the companies'
business assets no later than 6:00 p.m. (CET) on May 17, 2017 at
the office of the Notary Public Angelo Busani in Milan (Italy)
20123, via Santa Maria Fulcorina No. 2, in compliance with the
terms and conditions provided by the tender rules available on
the website at:

         www.mercatoneunoamministrazionestraordinaria.it

On April 2, 2015, the Companies filed a petition with the Italian
Ministry of the Economic Development -- pursuant to Article 2 of
the Italian Law Decree No. 347 of December 23, 2003 (hereinafter
the "D.L. 347/2003"), as amended by Law No. 39 of February 18,
2004 (the "Marzano Law" or "L. 39/2004") and subsequent
amendments and integrations -- for the admission to the
insolvency proceeding of Amministrazione Straordinaria pursuant
to the decree, declaring the insolvency of the Companies and the
occurrence of the dimensional requirements pursuant to Article 1
of the D.L. 347/2003.

On April 7, 2015, the Ministry admitted the Companies to the
Amministrazione Straordinaria proceeding pursuant to Article
2(2) of the Marzano Law, appointing Stefano Coen, Ermanno
Sgaravato and Vincenzo Tassinari as extraordinary commissioners
for the Companies (the "Commissioners").

On April 8-10, 2015, upon petition for the insolvency declaration
filed by the Companies on April 1, 2015 pursuant to Article 2(1)
of D.L. 347/2003, the Court of Bologna - Bankruptcy Section
assessed and declared the insolvency of the same companies.

On October 5, 2015, pursuant to Article 4(2) of the Marzano Law,
the Commissioners filed the programme of the Companies with the
Ministry for the disposal of the business assets of the Companies
in accordance with Article 54 of the Legislative Decree No.
270/1999 and in accordance with Article 27(2)(a) of the
Legislative Decree No. 270/1999 (the "Programme").

The Commissioners also filed the report into the causes of
insolvency of the Companies which was prepared in accordance
with Article 28 of the Legislative Decree No. 270/1999;

Following the approval of the Programme, on June 7, 2016, the
Ministry authorized the sale of the business assets of the
Companies.

Upon the expiry of the term for the submission of binding offers,
scheduled on September 7, 2016, no offers conforming to the first
tender rules had been submitted;

On February 10, 2017, the Ministry authorized the second tender
rules relating to the sale of the Transaction Perimeter;

The business assets of the Companies include (i) the business
units relating to the management of the points of sale, together
with the real estate properties owned by the Companies where such
points of sale are located, as well as the relevant real estate
properties used as warehouse, (ii) the "Mercatone Uno" trademark
and the other trademarks of the Companies, (iii) the business
unit relating to the administrative offices in Imola, and (iv)
the business units relating to the logistic activities (all the
elements mentioned at points (i), (ii), (iii) and (iv) above,
jointly, the "Transaction Perimeter").


STEFANEL: Seeks More Time to Submit Debt Restructuring Deal
-----------------------------------------------------------
Claudia Cristoferi at Reuters reports that struggling Italian
clothing company Stefanel will ask a court for more time to
submit a debt restructuring agreement with its creditors.

In November, the court in Treviso, northern Italy, granted
Stefanel until March 6 to file the documents, Reuters relates.

"There is an agreement, but some details still need to be ironed
out, both with creditor banks and potential new investors,"
Reuters quotes a source close to the situation as saying.

Loss-making Stefanel is in talks with Oxy Capital and Attestor
Capital over a deal that would hand the private equity funds
majority ownership of the group, Reuters discloses.


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


AVANTOR PERFORMANCE: Moody's Cuts CFR to B2, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Avantor Performance Materials Holdings S.A.R.L to B2
from B1 and the probability of default rating (PDR) to B2-PD from
B1-PD; these ratings will be withdrawn. Moody's assigned a B2
Corporate Family Rating (CFR) and probability of default rating
(PDR) of B2-PD at Avantor, Inc., the new parent company. Moody's
also assigned a B1 rating to the new first lien senior secured TL
and Caa1 to the new second lien senior secured TL, all issued by
Avantor's subsidiary: Avantor Performance Materials Holdings,
LLC. The proceeds of the $1,425 million and $380 million new
first and second lien TLs, respectively, will be used to
refinance the existing first lien TL, pay a $439 distribution to
shareholders and pay associated fees and expenses. The outlook on
the ratings is stable.

"The company continues to execute well on its growth and
operational strategy. However, the planned $439 million debt-
financed dividend signals a break in financial policy and what
was expected to be an improving trend in leverage following the
last two dividends and until leverage recovered to the low 4x
range," according to Joseph Princiotta, VP- Senior Credit Officer
at Moody's. "This new dividend, which will increase adjusted
leverage to the mid 6x range, comes on the heels of the $702
million and $140 million dividends in the second half of 2016,"
Princiotta added.

Downgrades/Ratings to be WR:

Issuer: Avantor Performance Materials Holdings S.A.R.L.

-- Corporate Family Rating, Downgraded to B2 from B1

-- Probability of Default Rating, Downgraded to B2-PD from B1-PD

Assignments:

Issuer: Avantor Performance Materials Holdings, LLC

-- Gtd Senior Secured 1st Lien Revolving Credit Facility due
2022, Assigned B1 (LGD3)

-- Gtd Senior Secured 1st Lien Term Loan due 2024, Assigned B1
(LGD3)

-- Gtd Senior Secured 2nd Lien Term Loan due 2025, Assigned Caa1
(LGD6)

Issuer: Avantor, Inc.

-- Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

Outlook Actions:

Issuer: Avantor Performance Materials Holdings S.A.R.L.

-- Outlook, Remains Stable

Issuer: Avantor Performance Materials Holdings, LLC

-- Outlook, Remains Stable

Issuer: Avantor, Inc.

-- Outlook, Assigned Stable

RATINGS RATIONALE

Avantor's B2 CFR reflects the stability and stickiness of the
company's branded and specialty revenue base, long-lived customer
relationships, strong P&L performance in recent quarters, a
relatively new and impressive management team, and the stability
of positive free cash flow generation. Avantor's products are
often specified into customer's processes at various stages of
drug product life cycles contributing to a certain 'stickiness'
due to costs and risks of changing suppliers after regulatory
approvals.

The ratings also reflect the recent repositioning of Avantor's
manufacturing footprint, along with other cost and pricing
actions that have resulted in a significant increase in EBITDA
margins since new management team took the helm in mid-2014.

The most significant negative in the credit at this time is the
aggressive financial policies of the private equity owners, which
have increased debt and leverage substantially since the middle
of last year to pay three large dividends. Moody's estimates pro
forma adjusted leverage in the mid-6 times range (including
Moody's adjustments), compared to high-4 times at the time of the
CFR upgrade to B1 in September of last year. (Adjusted debt
includes standard adjustments for unfunded pensions of and
capitalized rents totaling approximately $40 million). Metrics
give pro forma annualized credit to certain actions by
management, mainly the optimization of the U.S. and European
manufacturing footprint and certain cost reduction and pricing
actions recently implemented.

Moody's expects leverage to improve going forward, albeit at a
slower pace than in the past given the step up in debt that has
increased interest expense and reduced free cash flow. Moody's
believes leverage can improve, assuming management uses free cash
flow to reduce debt, but only by one turn to a turn-and-a-half by
next year. Moreover, the pace and timing of debt reduction is
uncertain as Moody's anticipates management may pursue bolt-on
acquisitions to build on or add to core strengths.

Other negative factors in the credit include the company's small
scale, limited segment diversification, and significant customer
concentration with large pharma companies and distributors.
However, this risk is mitigated by long term relationships and
ongoing attention to customer service excellence.

Moody's considers Avantor's liquidity position to be good with
expected cash on the balance sheet at close of $40 million. As
mentioned, free cash flow is expected to remain positive, and
allow for modest further debt reduction; the $75 million undrawn
revolving credit facility should cover ongoing cash needs,
including working capital and capital expenditures.

The stable outlook reflects Moody's expectation that metrics will
trend favorably as free cash flow is applied to debt reduction
and as operations benefit from organic growth and the likelihood
that ongoing actions by management further improve operations and
EBITDA. Moody's expects leverage, in the absence of bolt-on
acquisitions, to decline to the low-to-mid 5 times range in the
medium term.

Moody's is unlikely to upgrade the CFR as it is constrained at
the B2 level due to the aggressive financial policies and private
equity ownership, and the risk that future behavior mirrors the
recent past.

Moody's would change the outlook to negative or downgrade the CFR
if metrics fail to trend favorably over the next few quarters,
which could occur if the company were to make near term
acquisitions or if the current favorable trends in operations
were to reverse, which Moody's don't expect to happen. If
leverage fails to trend towards 5 times in the medium term, or if
free cash flow were to deteriorate to neutral or near neutral,
Moody's would consider a downgrade to the ratings.

The principal methodology used in these ratings was Global
Chemical Industry Rating Methodology published in December 2013.

Avantor's operational headquarters are located in Pennsylvania,
USA. The company has approximately 1,900 employees producing over
30,000 products across four broad product categories
(biopharmaceuticals, biomaterials, research and diagnostics, and
advanced technologies). In September 2016, the company completed
a merger with Nusil, a leader in specialty silicone materials
used by medical device manufacturers to produce implantable and
non-implantable medical devices. The combined company on a pro
forma basis has $690 million of sales.


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N E T H E R L A N D S
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CADOGAN SQUARE CLO IV: S&P Affirms 'BB+' Rating on Class. E Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Cadogan Square
CLO IV B.V.'s class B-1, B-2, C, and D notes.

At the same time, S&P has affirmed its ratings on the class A and
E notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the latest investor and interest
payment date reports and the application of S&P's relevant
criteria.

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

From S&P's analysis, it has observed that the performing
portfolio's overall credit quality has improved since its
March 15, 2016, review.  The class A notes have amortized further
since S&P's previous review, which has increased the available
credit enhancement for all classes of notes.

Following S&P's review, it has raised its ratings on the class B-
1, B-2, C, and D notes as its cash flow analysis results indicate
that the available credit enhancement for these classes of notes
is commensurate with higher ratings than those currently
assigned.

S&P considers the available credit enhancement for the class A
and E notes to be commensurate with the currently assigned
ratings. Therefore, S&P has affirmed its ratings on these classes
of notes.

Cadogan Square CLO IV is a cash flow collateralized loan
obligation (CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in May
2007.  The transaction manager is Credit Suisse Asset Management
Ltd. and the reinvestment period ended in July 2013.

RATINGS LIST

Cadogan Square CLO IV B.V.
EUR507 mil secured floating-rate notes

                                   Rating
Class            Identifier        To                  From
A                XS0299876705      AAA (sf)            AAA (sf)
B-1              XS0299876887      AAA (sf)            AA+ (sf)
B-2              XS0299876960      AAA (sf)            AA+ (sf)
C                XS0299877182      AA+ (sf)            AA (sf)
D                XS0299877265      A+ (sf)             BBB+ (sf)
E                XS0299874759      BB+ (sf)            BB+ (sf)


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


ATOMENERGOPROM JSC: Moody's Affirms CFR at Ba1, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the ratings of (1) Atomenergoprom, JSC (Ba1), (2)
Inter RAO, PJSC (Ba1), (3) Transneft, PJSC (Ba1) and its
affiliate TransCapitalInvest DAC (Ba1), and (4) FGC UES, JSC
(Ba1) and its affiliate Federal Grid Finance Limited (Ba1).
Concurrently, Moody's has affirmed these ratings.

The action follows Moody's affirmation of Russia's Ba1/Not Prime
government bond ratings and change of the outlook on these
ratings to stable from negative on 17th February 2017. Russia's
foreign currency bond country ceiling remains unchanged at
Ba1/Not Prime.

RATINGS RATIONALE

The change of the outlook on the ratings of four Russian
utilities to stable from negative reflects that these ratings are
positioned at the same level as Russia's sovereign. Moody's does
not currently envision that these ratings could be higher than
that of the sovereign. This is underpinned by (1) the companies'
strong domestic focus; (2) the companies' ownership by the
Russian government; and (3), for Atomenergoprom and FGC UES, the
one notch uplift incorporated in their ratings to reflect the
likelihood that the Russian government would step in with timely
support to avoid a payment default if necessary. At the same
time, the stabilisation of the outlook on the sovereign rating
removes the potential downward pressure on the ratings of these
four companies.

Consequently, the affirmation of ratings of the four Russian
utilities reflects Moody's expectations that each company's
specific credit factors, including their operating and financial
performance, market positions and liquidity, will remain
commensurate with their ratings on a sustainable basis. In
particular:

- Transneft, PJSC

Transneft, PJSC's Ba1 rating is capped by Russia's sovereign
rating and continues to factor in (1) the company's monopoly
position as the main oil pipeline operator in Russia; (2) the
recovery of investments through appropriate tariff decisions
which, however, may in the future be challenged by tariff-growth-
capped regulation and indirectly affected by the challenges in
the global oil market and weak domestic economic conditions; (3)
the company's solid financial profile with funds flow from
operations (FFO)/interest at 7.3x and FFO/net debt at 35.4% in
2015 and; (4) Moody's expectation that the company's financial
profile and liquidity will remain strong within the next 12-24
months. Transneft's rating remains constrained by the (1)
challenging macroeconomic environment in Russia; and (2) the
relatively immature regulatory framework for the Russian utility
sector with above average risks of political interference.

- Inter RAO, PJSC

Inter RAO, PJSC's rating of Ba1 continues to reflect the
company's strong credit metrics, which Moody's expects to improve
further, driven by ongoing commissioning of new power generation
capacities, built under capacity supply agreements with the
Russian state, which will generate additional cash flow and
enhance cash flow stability in future years. It is also driven by
(1) the reduction in capital expenditure starting from 2017 to
maintenance levels which decreases the need for new debt; and (2)
the recent steps taken by management to improve operating
efficiency. Inter RAO's rating also factors in the company's
strong position in Russia's power market and its diversified
business profile. Nevertheless, Inter RAO's rating remains
constrained by the challenging economic environment in Russia
expected in the next 12-24 months; and the relatively immature
regulatory framework for the Russian utility sector with above
average risks of political interference.

- Atomenergoprom, JSC

Atomenergoprom, JSC's Ba1 rating continues to reflect (1) its
monopoly position as the operator of domestic nuclear power
plants; (2) a good degree of vertical integration in all stages
of the nuclear process and low cost production; (3) its strong
position in international markets in various aspects of the
nuclear business (new unit construction, uranium mining and
enrichment, nuclear fuel supply); and (4) a solid financial
profile with funds flow from operations (FFO)/ interest coverage
of 7.9x, retained cash flow (RCF)/debt of 47% and debt/EBITDA at
1.4x in 2015, together with Moody's expectations that the
company's financial metrics will remain within the guidance for
the current rating. At the same time, the rating is constrained
by (1) the challenging operating environment expected for Russian
companies in the next 12-24 months; (2) the relatively immature
regulatory framework for the Russian utility sector (contributing
around 40% of the company's revenue and EBITDA in 2015); and (3)
execution and political risks arising from Atomenergoprom's
growing nuclear unit construction business overseas.

- FGC UES, JSC

FGC UES, JSC's rating of Ba1 continues to factor in the company's
(1) strategic role in the Russian electricity market as the
national electricity transmission grid operator; (2) solid
profitability with an EBITDA margin of around 60%; and (3) a
robust financial profile with funds from operations(FFO)/net debt
at 32.1% and debt/EBITDA at 2.6x in 2015, together with Moody's
expectations that the company's financial metrics will remain
within the guidance for the current rating. At the same time, the
rating is constrained by (1) the challenging operating
environment expected for Russian companies in the next 12-24
months; and (2) the relatively immature regulatory framework for
the Russian utility sector with above average risks of political
interference.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on the ratings of the above four Russian
utilities mirrors the stable outlook of Russia's sovereign rating
and reflects that these ratings are positioned at the same level
as the Russian Government rating. It also reflects Moody's
assumption that the credit profiles of these companies will
remain commensurate with their current ratings on a sustainable
basis.

WHAT COULD CHANGE THE RATINGS UP/DOWN

- Transneft, PJSC

Moody's does not expect positive pressure on Transneft's ratings
in the near terms owing to the stable outlook on the sovereign
rating of Russia. However, Transneft's ratings are likely to be
raised if Moody's were to raise Russia's sovereign rating,
provided there was no material deterioration in company-specific
factors, including operating and financial performance and
liquidity.

Conversely, negative pressure would be exerted on Transneft's
ratings if there were a downgrade or a change of the outlook to
negative on Russia's sovereign rating. Moody's could also
downgrade Transneft's ratings if the challenging operating
environment in Russia were to lead to a significantly weaker
financial profile and increasing constraints on liquidity.

- Inter RAO, PJSC

Moody's does not expect positive pressure on Inter RAO ratings in
the near term, given the stable outlook on the sovereign rating
of Russia and the company's exposure to the weak domestic
macroeconomic environment. However, positive pressure could be
exerted on Inter RAO's ratings if Moody's were to raise Russia's
sovereign rating and the domestic macroeconomic environment were
to improve.

Conversely, negative pressure would be exerted on Inter RAO's
ratings if there were a downgrade or a change of the outlook to
negative on Russia's sovereign rating. Downward pressure on Inter
RAO's ratings could also develop if the company is not able to
strengthen its cash flow generation as planned and/or the company
engages in debt funded acquisitions or more ambitious capital
expenditure leading to a significantly weaker financial profile.

- Atomenergoprom, JSC

Positive pressure on Atomenergoprom's ratings is unlikely at the
moment, given the stable outlook on the sovereign rating of
Russia and the company's exposure to the weak domestic
macroeconomic environment. However, positive pressure could be
exerted on Atomenergoprom's rating if (1) Moody's were to raise
Russia's sovereign rating, and (2) the domestic macroeconomic
environment were to improve leading to a material strengthening
of Atomenergoprom's stand-alone credit profile.

Conversely, negative pressure would be exerted on
Atomenergoprom's ratings if there were a downgrade or a change of
the outlook to negative on Russia's sovereign rating.
Atomenergoprom's ratings could also be downgraded if the
company's financial profile deteriorates materially, reflected in
a debt/EBITDA ratio above 3x, funds from operations (FFO)
interest coverage below 5.0x and Retained Cash Flow (RCF)/debt
below 25% on a continued basis. In addition, the lack of adequate
liquidity could put pressure on the company's ratings.

FGC UES, JSC

Positive pressure on FGC UES's ratings is unlikely at the moment,
given the stable outlook on the sovereign rating of Russia and
the company's exposure to the weak domestic macroeconomic
environment. However, positive pressure could be exerted on FGC
UES 's ratings if Moody's were to raise Russia's sovereign rating
and the domestic macroeconomic environment were to improve
leading to a material strengthening of FGC UES's stand-alone
credit profile.

Negative pressure would be exerted on FGC UES's ratings if there
were a downgrade or a change of the outlook to negative on
Russia's sovereign rating. Negative pressure on FGC UES's ratings
could also result from (1) a sustainable negative shift in the
developing regulatory regime; (2) a failure of the company to
manage its investment programme in line with the tariff
regulation which resulted in a deterioration of its financial
profile, with funds from operations (FFO) interest coverage and
FFO/net debt falling materially and persistently below 3.5x and
25%, respectively; or (3) pressured liquidity.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Transneft, PJSC

-- Corporate Family Rating, Affirmed at Ba1

-- Probability of Default Rating, Affirmed at Ba1-PD

Issuer: TransCapitalInvest DAC

-- Senior Unsecured Regular Bond/Debenture, Affirmed at Ba1

Issuer: Inter RAO, PJSC

-- Corporate Family Rating, Affirmed at Ba1

-- Probability of Default Rating, Affirmed at Ba1-PD

Issuer: Atomenergoprom, JSC

-- Corporate Family Rating, Affirmed at Ba1

-- Probability of Default Rating, Affirmed at Ba1-PD

Issuer: FGC UES, JSC

-- Corporate Family Rating, Affirmed at Ba1

-- Probability of Default Rating, Affirmed at Ba1-PD

Issuer: Federal Grid Finance Limited

-- Senior Unsecured Regular Bond/Debenture, Affirmed at Ba1

-- Senior Unsecured Medium-Term Note Program, Affirmed at (P)Ba1

Outlook Actions:

Issuer: Transneft, PJSC

-- Outlook, Changed To Stable From Negative

Issuer: TransCapitalInvest DAC

-- Outlook, Changed To Stable From Negative

Issuer: Inter RAO, PJSC

-- Outlook, Changed To Stable From Negative

Issuer: Atomenergoprom, JSC

-- Outlook, Changed To Stable From Negative

Issuer: FGC UES, JSC

-- Outlook, Changed To Stable From Negative

Issuer: Federal Grid Finance Limited

-- Outlook, Changed To Stable From Negative

The principal methodologies used in rating Transneft, PJSC;
TransCapitalInvest DAC; FGC UES, JSC; and Federal Grid Finance
Limited were Regulated Electric and Gas Networks published in
November 2014, and Government-Related Issuers published in
October 2014.

The principal methodologies used in rating Atomenergoprom, JSC;
and Inter RAO, PJSC were Unregulated Utilities and Unregulated
Power Companies published in October 2014, and Government-Related
Issuers published in October 2014.

Fully controlled by the Russian government (the latter owns 100%
of its voting shares), Transneft, PJSC is the largest crude oil
transportation company in the world. 2015 reported sales reached
around RUB674.2 billion, or $11.1 billion (net of revenues from
crude oil supplies to China, which are mirrored by the oil
purchase costs, under a 2009-dated $10 billion, 20-year loan-for-
oil deal).

Atomenergoprom, JSC is the holding company for numerous
subsidiaries which represent the civil Russian nuclear industry.
The group generated revenue of RUB657.1 billion (around $10.9
billion) in 2015. 100% of Atomenergoprom's voting shares are
owned by the Russian government through the State Atomic Energy
Corporation Rosatom.

Inter RAO, PJSC is a Russian major electric utility engaged in
thermal electricity generation and retail electricity sales in
Russia, cross border electricity trading and electric utility
operations abroad. Inter RAO generated revenue of RUB805.3
billion ($13.1 billion) in 2015. Inter RAO is controlled by the
Russian government through several state-controlled entities who
own over 50% of the company.

Federal Grid Company of Unified Energy System, JSC (FGC UES) is
the monopoly electricity transmission system operator in the
Russian Federation. The company's revenues, amounted to RUB187
billion (around $3.1 billion) in 2015. FGC UES is 80.13% owned by
Russia's state-owned JSC ROSSETI.

The negative outlook on the Ba1 CFR and Ba1-PD PDR of Polyus Gold
International Limited (Polyus Gold) is unchanged and these
ratings are not affected by rating actions.


ROSBANK JSB: Moody's Affirms Ba1 LT Debt & Deposit Ratings
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term global
local-currency debt and deposit ratings and Ba2 long-term
foreign-currency deposit ratings of JSB Rosbank, DeltaCredit Bank
and Rusfinance Bank, all three of which are Russian subsidiaries
of Societe Generale (SocGen; A2 stable, baseline credit
assessment (BCA) baa2). The rating agency also changed the
outlook on these ratings to stable from negative.

Concurrently, Moody's upgraded the baseline credit assessment
(BCA) of Rusfinance Bank (RFB) to ba3 from b1 and affirmed the
bank's Adjusted BCA at ba1. The BCAs and adjusted BCAs of Rosbank
and DeltaCredit Bank affected by rating action were affirmed at
ba3 and ba1, respectively. The rating agency has also affirmed
all three banks' long-term Counterparty Risk Assessment (CR
Assessment) of Baa3(cr), short-term CR Assessment of Prime-3(cr)
and short-term deposit ratings of Not Prime.

RATINGS RATIONALE

The outlooks on the long-term ratings of the financial
institutions affected by rating action have been changed to
stable to reflect Moody's view that the operating conditions for
Russia's financial sector are gradually levelling-off, and the
pressure on the entities' financial metrics is alleviating.

RUSFINANCE BANK

The upgrade of the bank's BCA to ba3 is driven by RFB's
increasingly close integration into SocGen Russia: this benefits
the bank's liquidity and funding profile through access to group
funding allocated via Rosbank (deposits Ba1/Ba2 stable, BCA ba3),
which acts as the asset-and-liability management center for
SocGen Russia. The upgrade also takes into account a track record
of the bank's sustainable performance amid challenging credit
conditions in the Russian car finance market. Despite the
shrinkage of domestic car sales and RFB's loan portfolio in 2014-
2016, the bank managed to grow its market share, remain
profitable, maintain good control over the cost of risk and
strengthen its capital position. Moody's believes that RFB is
well positioned to benefit from the anticipated car market
upturn, as its high capital adequacy (regulatory CAR and Tier 1
ratios of at 16.6% and 14.5%, respectively, as of 1 February
2017) and strong profitability will help it to take advantage of
growth opportunities over the next 12-18 months.

DELTACREDIT BANK

Moody's affirmation of DeltaCredit Bank's BCA of ba3 reflects the
rating agency's view that the mortgage lender's credit
fundamentals have levelled off, while the de-risking of its USD
denominated mortgage portfolio is virtually complete. The rating
agency has observed asset quality stabilisation over recent
quarters and expects positive financial results in the next 12-18
months along with moderate loan book growth. As of Q3 2016,
DeltaCredit reported a robust capital cushion, with a Basel I
total capital adequacy ratio (CAR) and Tier 1 ratio standing at
27.4% and 24.2% (year-end 2015: 22.3% and 19.7%, respectively).
The bank's Ba1 long-term global local-currency (GLC) deposit
rating incorporates Moody's assessment of a high probability of
support to DeltaCredit from its ultimate controlling shareholder,
SocGen.

JSB ROSBANK

The affirmation of JSB Rosbank's BCA at ba3 is driven by
improvement in the bank's stand-alone financial metrics amid the
stabilized quality of its loan portfolio, robust capitalisation
and positive quarterly financial results since Q2 2016. Moody's
expects that tight control over operational and credit costs
along with further recovery of net interest margin will bring a
positive net bottom line result in 2017. As of 1 February 2017,
Rosbank (on a standalone basis) reported the regulatory total
capital adequacy ratio (N1.0) and Tier 1 ratio (N1.2) at 13.7%
and 9.5%, respectively, which exceeded the regulatory thresholds
of 8% and 6%, respectively. Being a 100% owned subsidiary of
SocGen, Rosbank's Ba1 global local-currency (GLC) deposit ratings
benefit from a high probability of support from SocGen.

WHAT COULD MOVE THE RATINGS UP/DOWN

A material and sustainable improvement in the banks'
profitability and reduction in problem loans coupled with a
stabilisation of Russia's economic growth could result in upward
pressure on the banks' stand-alone assessments and supported
ratings in the medium term. The rating agency does not expect
moves of any of the three banks' ratings either upwards or
downwards over its outlook horizon of 12 to 18 months.

The banks' ratings may come under pressure if the country's
macroeconomic conditions deteriorate substantially from current
levels, although, in Moody's view, the likelihood of this
scenario is low. In addition, the entities' supported ratings may
be revised downward if the rating agency observes diminishing
financial flexibility of the banks' parent, and/or reduced
willingness to support these financial institutions.

LIST OF AFFECTED ENTITIES

The following rating actions were taken:

JSB ROSBANK

- BCA was affirmed at ba3;

- Adjusted BCA was affirmed at ba1;

- Long-term LC Deposit rating was affirmed at Ba1, outlook was
changed to stable from negative;

- Long-term FC Deposit rating was affirmed at Ba2, outlook was
changed to stable from negative;

- Long-term LC Senior Unsecured and Senior Unsecured Bank Credit
Facility ratings were affirmed at Ba1, outlook was changed to
stable from negative;

- Long-term LC Senior Unsecured MTN program rating was affirmed
at (P)Ba1;

- Short-term LC Deposit rating was affirmed at Not Prime

- Short-term FC Deposit rating was affirmed at Not Prime

- Long-term Counterparty Risk Assessment was affirmed at
Baa3(cr)

- Short-term Counterparty Risk Assessment was affirmed at Prime-
3(cr)

DELTACREDIT BANK

- BCA was affirmed at ba3;

- Adjusted BCA was affirmed at ba1;

- Long-term LC Deposit rating was affirmed at Ba1, outlook was
changed to stable from negative;

- Long-term FC Deposit rating was affirmed at Ba2, outlook was
changed to stable from negative;

- Long-term LC Senior Unsecured rating was affirmed at Ba1,
outlook was changed to stable from negative;

- Long-term LC Senior Secured rating was affirmed at Ba1,
outlook was changed to stable from negative;

- Long-term LC BACKED Senior Secured rating was affirmed at
Baa3, outlook was changed to stable from negative

- Short-term FC Deposit rating was affirmed at Not Prime

- Long-term Counterparty Risk Assessment was affirmed at
Baa3(cr)

- Short-term Counterparty Risk Assessment was affirmed at
Prime-3(cr)

RUSFINANCE BANK

- BCA was upgraded to ba3 from b1;

- Adjusted BCA was affirmed at ba1;

- Long-term LC Deposit rating was affirmed at Ba1, outlook was
changed to stable from negative;

- Long-term FC Deposit rating was affirmed at Ba2, outlook was
changed to stable from negative;

- Long-term LC Senior Unsecured rating was affirmed at Ba1,
outlook was changed to stable from negative;

- Short-term LC Deposit rating was affirmed at Not Prime

- Short-term FC Deposit rating was affirmed at Not Prime

- Long-term Counterparty Risk Assessment was affirmed at
Baa3(cr)

- Short-term Counterparty Risk Assessment was affirmed at Prime-
3(cr)

Outlooks Actions:

Outlooks for the three issuers were changed to stable from
negative

PRINCIPAL METHODOLOGY

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


SBERBANK: Moody's Upgrades BCA & Adjusted BCA to ba1
----------------------------------------------------
Moody's Investors Service has affirmed the ratings of 14
financial institutions domiciled in Russia and changed the
outlooks on those ratings to stable from negative. The rating
action follows Moody's change of outlook on Russia's Ba1
sovereign debt rating to stable from negative on February 17,
2017.

Concurrently, Moody's upgraded the baseline credit assessment
(BCA) and Adjusted BCA of Sberbank to ba1 from ba2, and upgraded
the bank's long-term and short-term Counterparty Risk Assessments
(CR Assessments) to Baa3(cr)/Prime-3(cr) from Ba1(cr)/Not-
Prime(cr).

Moody's also assigned a Not-Prime short-term local currency
deposit rating to Gazprombank.

RATINGS RATIONALE

SBERBANK RATING CHANGES

The upgrade of Sberbank's BCA and Adjusted BCA to ba1 from ba2
reflects the bank's demonstrated resilience to banking crises in
Russia, as reflected in its lack of need for the government
support during these times. Sberbank enjoys a dominant position
in all major segments in the Russian banking sector and has an
unrivalled countrywide branch network. Thanks to its entrenched
market position, the bank generated strong recurring earnings,
with return-on-average equity of around 20% in 2016. Its core
customer funding profile has remained strong, with the majority
of funding comprising stable and granular individual deposits and
the bank displaying low dependence on market funding, which
currently stands at around 10% of the bank's total liabilities.

Sberbank's asset quality metrics are better than the average of
the Russian banking sector, but somewhat weaker than those of
global peers -- problem loans stood at 9.5% of total loans as at
October 1, 2016, and were 73% covered by loan loss reserves.
Moody's believes that Sberbank's problem loan ratio has passed
its peak and that its asset quality metrics will gradually
improve over the course of 2017 thanks to the bank's disciplined
risk management practices.

The upgrade of Sberbank's long-term and short-term CR Assessments
to Baa3(cr)/Prime-3(cr) from Ba1(cr)/Not- Prime(cr) follows the
upgrade of the bank's Adjusted BCA.

FINANCIAL INSTITUTIONS' SUPPORTED RATINGS

LOCAL CURRENCY BANK DEPOSIT, DEBT, ISSUER AND CORPORATE FAMILY
RATINGS

The change of the outlook on Russia's Ba1 government bond rating
to stable from negative triggered corresponding changes of the
outlooks on the local currency deposit, debt, issuer and
corporate family ratings of 11 Russian financial institutions
whose ratings benefit from potential government support uplift --
namely, Sberbank, Bank VTB JSC, VTB24, Bank of Moscow,
Vnesheconombank, Eximbank of Russia, Agency for Housing Mortgage
Lending JSC, Russian Agricultural Bank, Gazprombank, Alfa-Bank
and State Transport Leasing Company PJSC. Moody's believes that
the capacity and willingness of the Russian government to assist
its systemically important banks and financial institutions
remains substantially unchanged.

The outlook on the Baa3 local currency deposit rating of ING Bank
Eurasia was changed to stable from negative following the change
of outlook on Russia's Ba1 government bond rating, which is also
reflected in the country ceiling. ING Bank Eurasia's local
currency deposit rating remains capped by Russia's local currency
bank deposit ceiling of Baa3.

FOREIGN CURRENCY BANK DEPOSIT, DEBT AND ISSUER RATINGS

The outlooks on the Ba2 foreign currency deposit ratings of ten
Russian banks -- namely, Sberbank, Bank VTB JSC, VTB24, Bank of
Moscow, Eximbank of Russia, Russian Agricultural Bank,
Gazprombank, Alfa-Bank, ING Bank Eurasia and Natixis Bank JSC --
were changed to stable from negative following the change of
outlook on Russia's Ba1 government bond rating. The foreign
currency bank deposit ceiling for Russia remains at Ba2,
constraining the long-term foreign currency deposit ratings of
all Russian banks at this level.

The change of outlook on Russia's Ba1 government bond rating to
stable also led to the corresponding change of outlooks to stable
on Ba1 foreign currency issuer ratings of Vnesheconombank and
Agency for Housing Mortgage Lending JSC, and on Ba3 foreign
currency backed senior unsecured debt rating of GTLK Europe
Limited.

WHAT COULD MOVE RATINGS UP OR DOWN

For the majority of the affected financial institutions, their
deposit, debt, issuer and corporate family ratings are
constrained either by Russia's Ba1 sovereign debt rating or by
the country's local- and foreign currency bank deposit and bond
ceilings. Therefore, upward potential for the majority of the
entities' ratings is limited.

These ratings may come under downward pressure if Moody's
observes a substantial deterioration in the macroeconomic
environment (which is not currently anticipated), and/or if the
Russian government's capacity or propensity to render support to
systemically important financial institutions diminishes.

LIST OF AFFECTED ENTITIES

The BCAs/Adjusted BCAs of the following entities were upgraded:

Sberbank -- BCA/Adjusted BCA upgraded to ba1 from ba2

The outlooks on the following entities' long-term ratings have
been changed to stable from negative:

Sberbank

Bank VTB, JSC

VTB24

Bank of Moscow

Vnesheconombank

Eximbank of Russia

Agency for Housing Mortgage Lending JSC

Russian Agricultural Bank

Gazprombank

Alfa-Bank

State Transport Leasing Company PJSC

GTLK Europe Limited

ING Bank Eurasia

Natixis Bank JSC

The principal methodology used in rating Sberbank, Bank VTB, JSC,
VTB24, Bank of Moscow, Eximbank of Russia, Russian Agricultural
Bank, Gazprombank, Alfa-Bank, ING Bank Eurasia and Natixis Bank
JSC was Banks published in January 2016.

The principal methodologies used in rating Vnesheconombank and
Agency for Housing Mortgage Lending JSC were Banks published in
January 2016, and Government-Related Issuers published in October
2014.

The principal methodology used in GTLK Europe Limited was Finance
Companies published in December 2016.

The principal methodologies used in rating State Transport
Leasing Company PJSC were Finance Companies published in December
2016, and Government-Related Issuers published in October 2014.


SVYAZINVESTNEFTEKHIM: Moody's Alters Outlook on Ba2 CFR to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on (1) the Ba1 corporate family ratings (CFRs) and the
Ba1-PD probability of default ratings (PDRs) of 20 Russian non-
financial corporates and their family entities' ratings; (2) the
Ba2 CFR and Ba2-PD PDR of Svyazinvestneftekhim JSC (SINEK); and
(3) the B1 CFR and B1-PD PDR of KAMAZ PTC. Moody's outlook on
IRKUT Corporation, JSC's (Irkut) Ba3 CFR and Ba3-PD PDR remains
negative. Concurrently, Moody's has affirmed all these ratings.
For all affected government-related issuers, their respective
baseline credit assessments, support and dependence assumptions
remain unchanged as a result of this rating action.

The negative outlook on the Ba1 CFR and Ba1-PD PDR of Polyus Gold
International Limited is unchanged and these ratings are not
affected by rating actions. The negative outlook continues to
reflect (1) the risk of capex overruns at Polyus Gold's
development projects and heightened shareholder distributions,
which could drive its free cash flow to a negative territory, so
that its Moody's-adjusted debt/EBITDA remained sustainably above
3.5x; and (2) the lack of track record of the company adhering to
the anticipated balanced financial policy, following the debt-
financed share buyback in 2016.

The actions follow Moody's change of the outlook on Russia's Ba1
government bond rating to stable from negative on 17 February
2017, reflecting the government's enactment of a medium-term
fiscal consolidation strategy and the beginning of economic
recovery after a nearly two-year-long recession. These two
factors combined have eased the downside risks the rating agency
had identified last year when it assigned the negative outlook.

Russia's country ceilings remain unchanged at Ba1/NP (foreign
currency bonds), Ba2/NP (foreign currency bank deposits) and Baa3
(long-term local currency debt and deposits). A country ceiling
generally indicates the highest rating level that any issuer
domiciled in that country can attain for instruments of that type
and currency denomination.

RATINGS RATIONALE

Moody's expects that the operating environment for Russian non-
financial corporates will gradually improve over the next 12-18
months. This is the result of (1) nascent, although mild,
economic recovery translating into stronger domestic demand; (2)
diminished vulnerability to external shocks, driven by the
ongoing recovery in commodity prices; (3) healthy fiscal and
external positions of the domestic economy; (4) the shock-
absorbing effect of the floating exchange rate, which continues
to cushion the deterioration in the terms of trade; and (5)
reduced inflation rate and borrowing costs due to increasing
exchange rate stability and tight monetary policy.

However, Moody's believes that Russia's growth potential remains
relatively subdued due to the absence of structural reforms,
while geopolitical risks and institutional weakness result in
heightened business uncertainty and remain a deterrent for
investment in the country.

RATIONALE FOR RATINGS OUTLOOK

The stable outlook on the affected non-financial corporates is in
line with the stable outlook for the sovereign rating and
reflects Moody's expectation that each company's specific credit
factors, including their operating and financial performance,
market position and liquidity, will remain commensurate with
their ratings on a sustainable basis.

The negative outlook on Irkut's rating reflects the risk of
weakening standalone financial profile as a result of large debt-
funded capex and earnings volatility.

PRINCIPAL METHODOLOGIES

The principal methodology used in rating IRKUT Corporation, JSC
was Global Aerospace and Defense Industry published in April
2014. Other methodologies used include the Government-Related
Issuers methodology published in October 2014.

The principal methodology used in rating Bashneft PJSOC, Gaz
Capital S.A., Gazprom ECP S.A., Gazprom, PJSC, OOO Gazprom
Capital, PJSC Oil Company Rosneft, Rosneft Finance S.A., Rosneft
International Finance Limited, Rosneft International Holdings
Limited and Tatneft PJSC was Global Integrated Oil & Gas Industry
published in October 2016. Other methodologies used include the
Government-Related Issuers methodology published in October 2014.

The principal methodology used in rating KAMAZ PTC was Global
Manufacturing Companies published in July 2014. Other
methodologies used include the Government-Related Issuers
methodology published in October 2014.

The principal methodology used in rating ALROSA PJSC and Alrosa
Finance S.A. was Global Mining Industry published in August 2014.
Other methodologies used include the Government-Related Issuers
methodology published in October 2014.

The principal methodology used in rating Svyazinvestneftekhim JSC
was Investment Holding Companies and Conglomerates published in
December 2015. Other methodologies used include the Government-
Related Issuers methodology published in October 2014.

The principal methodology used in rating Russian Railways Joint
Stock Company and RZD Capital PLC was Global Surface
Transportation and Logistics Companies published in April 2013.
Other methodologies used include the Government-Related Issuers
methodology published in October 2014.

The principal methodology used in rating Sovcomflot PAO and SCF
Capital Limited was Global Shipping Industry published in
February 2014. Other methodologies used include the Government-
Related Issuers methodology published in October 2014.

The principal methodology used in rating PAO Novatek and Novatek
Finance Limited was Global Independent Exploration and Production
Industry published in December 2011.

The principal methodology used in rating Gazprom Neft PJSC, GPN
Capital S.A., LUKOIL International Finance B.V. and Lukoil, PJSC
was Global Integrated Oil & Gas Industry published in October
2016.

The principal methodology used in rating MMC Norilsk Nickel, PJSC
and MMC Finance Limited was Global Mining Industry published in
August 2014.

The principal methodology used in rating Federal Passenger
Company OJSC was Global Passenger Railway Companies published in
March 2013.

The principal methodology used in rating Magnitogorsk Iron &
Steel Works, NLMK, PAO Severstal, Steel Capital S.A. and Steel
Funding Limited was Global Steel Industry published in October
2012.

The principal methodology used in rating MegaFon PJSC, Mobile
TeleSystems PJSC and MTS International Funding Limited was
Telecommunications Service Providers published in January 2017.

The principal methodology used in rating PJSC PhosAgro, PhosAgro
Bond Funding Limited, Sibur Holding, PJSC and Sibur Securities
Limited was Global Chemical Industry Rating Methodology published
in December 2013.


VTB CAPITAL: Moody's Affirms Ba3 Deposit Ratings, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on VTB Capital plc's Ba3 long-term local- and foreign-
currency deposit ratings and affirmed the ratings. The bank's Not
Prime short-term local- and foreign-currency deposit ratings were
also affirmed; the short-term ratings carry no specific outlook.

This rating action follows Moody's change of outlook to stable on
the bank's immediate parent, Bank VTB, JSC (Ba2 long term FC
deposits, Ba1 long term LC deposits, stable, BCA b1) on 21st
February 2017.

RATINGS RATIONALE

The change of outlook on the parental debt and deposit ratings
prompted the change of outlook on the subsidiary's supported
ratings, which incorporate Moody's affiliate support assumptions.
Moody's continues to view affiliate support assumptions as
unchanged, given the on-going demonstrated willingness of Bank
VTB, JSC to provide assistance to its international subsidiary
VTB Capital plc.

The supported ratings of VTB Capital plc incorporate Moody's view
of the very high likelihood of support from its parent Bank VTB,
JSC, which in turn benefits from government support uplift.
Moody's believes that support from the Russian government
(directly or indirectly through VTB) will benefit VTB Capital
plc, given: (1) the government's majority ownership of VTB group;
and (2) the strong track record of this support being extended to
the group and its subsidiaries from the Russian government and
the Central Bank of Russia (CBR).

WHAT COULD MOVE THE RATINGS UP/DOWN

Any positive rating action on the ratings of VTB Capital plc
would require sustainable improvements in the bank's standalone
credit profile. An upgrade of VTB Capital plc's deposit ratings
is unlikely at this stage, because its supported ratings are
already close to those of Bank VTB JSC's foreign-currency deposit
rating.

Downward pressure on VTB Capital plc's standalone credit profile
could result from weakening of the bank's franchise in core
businesses, losses due to credit or trading related activities
and weakening in the bank's core capital adequacy.

The bank's deposit ratings could come under negative pressure in
case of a change in Moody's affiliate support assumptions for VTB
Capital plc, or if the ratings of the parent were downgraded.

PRINCIPAL METHODOLOGY

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


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


MADRID RMBS I: Fitch Affirms 'CCsf' Rating on Class E Tranche
-------------------------------------------------------------
Fitch Ratings has affirmed 17 tranches of Madrid RMBS 1, FTA
(M1), Madrid RMBS II, FTA (M2) and Madrid III RMBS, FTA (M3):

Madrid RMBS 1, FTA
Class A2 (ES0359091016) affirmed at 'BBB-sf'; Outlook Stable
Class B (ES0359091024) affirmed at 'BB-sf'; Outlook Stable
Class C (ES0359091032) affirmed at 'B-sf'; Outlook Stable
Class D (ES0359091040) affirmed at 'CCCsf'; Recovery Estimate 0%
Class E (ES0359091057) affirmed at 'CCsf'; Recovery Estimate 0%

Madrid RMBS II, FTA
Class A2 (ES0359092014) affirmed at 'BBB-sf'; Outlook Stable
Class A3 (ES0359092022) affirmed at 'BBB-sf'; Outlook Stable
Class B (ES0359092030) affirmed at 'BB-sf'; Outlook Stable
Class C (ES0359092048) affirmed at 'B-sf'; Outlook Stable
Class D (ES0359092055) affirmed at 'CCCsf'; Recovery Estimate 0%
Class E (ES0359092063) affirmed at 'CCsf'; Recovery Estimate 0%

Madrid RMBS III, FTA
Class A2 (ES0359093012) affirmed at 'BB-sf'; Outlook Stable
Class A3 (ES0359093020) affirmed at 'BB-sf'; Outlook Stable
Class B (ES0359093038) affirmed at 'B+sf'; Outlook Stable
Class C (ES0359093046) affirmed at 'CCCsf'; Recovery Estimate 60%
Class D (ES0359093053) affirmed at 'CCsf'; Recovery Estimate 0%
Class E (ES0359093061) affirmed at 'Csf'; Recovery Estimate 0%

These transactions comprise Spanish residential mortgage loans
originated and serviced by Bankia S.A. (BBB-/Stable/F3).

KEY RATING DRIVERS
Stable Arrears Performance
The affirmations reflect stable asset performance, supported by a
decreasing trend of arrears over the past 12 months. As of end-
2016, three-months plus arrears (excluding defaults) ranged from
0.19% (M1 and M2) to 0.28% (M3) of the current pool balances,
down from 0.32% (M1), 0.48% (M2) and 0.43% (M3) as of end-2015.
These levels remain below the Fitch Spanish RMBS index of 0.89%.

Cumulative gross defaults (defined as loans in arrears for more
than six months) are high but show signs of continuous
flattening, ranging between 19.1% (M1) and 22.3% (M3) of the
initial portfolio balance as of end-2016. These levels are above
the average 5.55% for other Spanish RMBS rated by Fitch. Slowing
new defaults have allowed the principal deficiency ledgers of the
transactions to continue decreasing to EUR12.3m, EUR10.6m and
EUR61.1m for M1, M2 and M3 respectively as of end-2016 (from
EUR14.9m, EUR14.2m, and EUR62.6m a year earlier).

Credit Enhancement Trends
Structural credit enhancement (CE) across all notes has remained
broadly stable over the last 12 months, with gradual CE increases
visible for the most senior class A tranches to 25.4%, 26% and
16.9% for M1, M2 and M3 respectively as of end-2016. Fitch views
the existing and projected CE as sufficient to support the
current ratings, as reflected in affirmations. Fitch expects the
sequential amortisation of the notes to continue, as the cash
reserves remain fully depleted and therefore pro-rata
amortisation conditions are not expected to be met in the short-
to-medium term.

Interest Deferrals
The interest payment due amounts on junior class E of M2 and
class B to E of M3 have moved to a subordinate position within
the waterfall of payments, as the deferability conditions linked
to cumulative defaults have been met. This structural arrangement
is providing credit protection to senior notes as their principal
amortisation is senior to junior interest payments.

RATING SENSITIVITIES
A worsening of the Spanish macroeconomic environment, especially
employment conditions, or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability.

Additionally, larger recovery rates on defaulted loans and faster
recovery periods could support rating upside, all else being
equal.

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
pools and the transactions. The findings were reflected in this
analysis by assuming a loan default definition of arrears greater
than six months to be consistent with figures reported in the
transaction reporting. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

Overall and together with the assumptions referred to default
definition, 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.


=====================
S W I T Z E R L A N D
=====================


BANQUE HERITAGE: Moody's Assigns Ba1 Issuer Ratings
---------------------------------------------------
Moody's Investors Service assigned first-time Baa1/P-2 deposit
ratings and first-time Ba1 issuer ratings to Banque Heritage SA.
Subsequently, the rating agency assigned a first-time baa3
baseline credit assessment (BCA) and baa3 Adjusted BCA, as well
as a first-time Baa3(cr)/P-3(cr) Counterparty Risk Assessment (CR
Assessment) to Banque Heritage. The outlook on the long-term
ratings is stable.

In assigning the ratings and assessments to Banque Heritage,
Moody's considers the bank's generally low risk private banking
and wealth management business model, in particular its strong
capitalisation and highly liquid balance sheet. The ratings are
constrained by the bank's relative size partially limiting its
profitability potential, and additional risks stemming from its
corporate lending operations in Uruguay, as well as corporate
governance and key man risks that relate to Bank Heritage's
overlap of family ownership with top management functions.

RATINGS RATIONALE

-- BASELINE CREDIT ASSESSMENT

With about CHF5 billion in assets under management (AuM) as of
year-end 2015, Banque Heritage is among the smaller private banks
in Switzerland (Aaa stable) and therefore considered a niche
private banking and wealth management franchise. Through its
subsidiary Banque Heritage SA in Montevideo (unrated), the bank
is also engaged in corporate banking activities in Uruguay (Baa2
negative). Measured by total assets, the Swiss operations
comprise about 70% of the bank with the remainder comprising the
Uruguayan operations.

Banque Heritage's baa3 BCA reflects this regional and business
line composition and takes into account high concentration risks
in its niche Swiss private banking business, owing to its
dependency on a limited number of countries from which Banque
Heritage generates the majority of its AuM. The bank's baa3 BCA
further reflects elevated risks that are inherent in private
banking business models and that could negatively affect the
bank's franchise in an adverse scenario, such as reputational,
operational or legal (litigation) issues. The rating agency views
corporate governance and key man risks, stemming from Banque
Heritage's family ownership and family involvement in key
management positions as important constraining factors; the
Esteve family accounts for about 85% of voting rights, and two
family members perform key roles in day-to-day decision making
and in determining the group's strategy, which expose the bank to
specific risk resulting from shifts in family and individual
interest considering the relative small size of the private
banking operations.

Banque Heritage's high capitalisation and strong liquidity are
key credit strengths, supporting the bank's credit profile. The
bank reported a common equity Tier 1 (CET1) ratio of 19.2% at
year-end 2015, and has significantly improved this ratio during
the first half of 2016, because of a capital gain resulting from
the sale of the bank's Geneva headquarters. Banque Heritage
further holds substantial volumes of cash and other highly liquid
assets accounting for more than half of the consolidated balance
sheet as of year-end 2015. In Moody's view, this sufficiently
mitigates any risks potentially arising from larger outflows in
the bank's customer deposit base that funded 85% of total assets
as of end-2015. This assessment takes account of relatively high,
albeit recently reduced, deposit concentrations as well as a
substantial share of foreign currency deposits that are likely to
react sensitively to unexpected internal or external
developments.

Banque Heritage's earnings-generation capacity is relatively weak
considering its business model and is partially due to the bank's
size. The bank's earnings are highly dependent on fee and
commission income from its private banking and wealth management
activities and sensitive to the development of AuM, client
activity, as well as capital-market trends. Whilst Banque
Heritage's AuM recently stabilized following years of
consolidation, Moody's believes it will be very difficult for
Banque Heritage to grow its business organically from its
relatively low AuM base. The rating agency expects the bank to
focus on further reducing concentrations in its client base and
growing the proportion of higher-margin private banking mandates
as opposed to lower-margin custody or execution-only accounts.

-- LONG-TERM DEPOSIT AND ISSUER RATINGS

Banque Heritage is subject to Swiss banking regulation, which
Moody's considers to be an Operational Resolution Regime. Moody's
therefore applies its Advanced Loss Given Failure analysis, which
takes into account the severity of loss faced by the different
liability classes in resolution.

Banque Heritage's liability structure is dominated by deposits
from its private banking and wealth management clients that
typically exceed deposit-guarantee thresholds. Therefore, larger
parts of this deposit base are considered subject to bail-in in
case of the bank's failure. This results in an assumption of a
very low loss-given-failure for Banque Heritage's junior deposits
and a two-notch rating uplift from the bank's baa3 adjusted BCA.

Owing to the absence of additional loss-absorbing debt
instruments in the bank's liability structure that could limit
the loss severity for (hypothetical) senior unsecured debt issued
by Banque Heritage, Moody's Advanced LGF analysis indicates a
high loss-given-failure for the bank's issuer ratings, leading to
a positioning one notch below the bank's baa3 Adjusted BCA.

The bank's long-term ratings do not benefit from any additional
rating uplift from government support, reflecting the rating
agency's assumption of a low probability of such support being
made available to Banque Heritage in the event of a stress
scenario. This is owing to the bank's marginal importance to the
domestic deposit-taking market and the local payment systems.

The stable outlook on Banque Heritage's long-term deposit and
issuer ratings reflects Moody's view that all relevant credit
considerations will only change moderately during the next 12-18
months.

WHAT COULD CHANGE THE RATING UP/DOWN

An upgrade of Banque Heritage's ratings could result from: (1) an
upgrade of its BCA; and/or (2) improved loss-severity notching as
a result of Moody's Advanced LGF analysis, which would require
significant issuance of liability instruments ranking
subordinated to junior deposits.

The BCA could be upgraded following a material and sustainable
improvement of the bank's earnings-generation capacity
accompanied by a further significant reduction of concentration
risks within the bank's client base, thereby better matching
Banque Heritage's geographical AuM and customer deposit
composition with the global wealth management industry's
footprint.

Banque Heritage's ratings could be downgraded if: (1) the bank's
BCA is downgraded; or (2) if the loss-severity notching for the
bank's deposits as a result of the rating agency's Advanced LGF
analysis falls, for example because of a significant reduction of
the deposit base.

A downgrade of Banque Heritage's BCA could result from: (1) a
material, prolonged erosion in AuM, for example as a result of
major client attrition; (2) a meaningful increase in geographical
AuM concentrations and/or customer deposit concentrations; (3) an
unexpected weakening of the bank's capital position, for example
because of litigation charges; and/or (4) acquisitions that are
considered commercially or financially aggressive.

LIST OF AFFECTED RATINGS

Issuer: Banque Heritage SA

Assignments:

-- LT Bank Deposits (Local & Foreign Currency), Assigned Baa1,
Outlook assigned Stable

-- ST Bank Deposits (Local & Foreign Currency), Assigned P-2

-- LT Issuer Rating (Local & Foreign Currency), Assigned Ba1,
Outlook assigned Stable

-- Adjusted Baseline Credit Assessment, Assigned baa3

-- Baseline Credit Assessment, Assigned baa3

-- LT Counterparty Risk Assessment, Assigned Baa3(cr)

-- ST Counterparty Risk Assessment, Assigned P-3(cr)

Outlook Actions:

-- Outlook, assigned Stable

PRINCIPAL METHODOLOGY

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


GLOBAL BLUE: Moody's Affirms B1 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service affirmed Swiss-based shopping tax
refund company Global Blue Finance S.a r.l.'s corporate family
rating (CFR) at B1 and its probability of default rating (PDR) at
B2-PD following the company's proposed refinancing of its credit
facilities and the payment of a one-off dividend to its
shareholders. The outlook on the ratings is stable.

"Our decision to affirm the ratings on Global Blue reflects the
fact that its performance has been resilient and its credit
metrics will remain commensurate with its current rating after
refinancing its credit facilities through an additional facility
and distributing EUR56 million to its shareholders," says
Guillaume Leglise, a Moody's analyst and lead analyst for Global
Blue.

Concurrently, Moody's assigned a B1 rating to the new EUR630
million senior secured term loan D of Global Blue Acquisition
B.V., a fully owned and guaranteed subsidiary of Global Blue.

Moody's also affirmed the B1 rating of Global Blue Acquisition
B.V.'s EUR80 million revolving credit facility (RCF). The outlook
on Global Blue Acquisition B.V. is stable.

Moody's will withdraw the B1 ratings of Global Blue Acquisition
B.V.'s EUR102 million (outstanding) and EUR470 million senior
secured term loans B and C, following their full repayment upon
closing of the transaction. Please refer to the Moody's Investors
Service's Policy for Withdrawal of Credit Ratings, available on
its website, www.moodys.com.

RATINGS RATIONALE

The rating action reflects Global Blue's proposed refinancing of
its existing credit facilities and the introduction of a new term
loan D with a pricing request at E+350 with a 1% floor, compared
to a pricing of E+500 for term loan B (no floor) and E+475 for
term loan C (1% floor). The transaction involves incremental debt
of EUR58 million. Also, as part of this transaction, the company
will make a cash distribution of EUR56 million to its ultimate
shareholders, Silver Lake and Partners Group. Pro forma of the
transaction, Global Blue's gross debt/EBITDA ratio (as adjusted
by Moody's) will stand at 4.3x, compared to Moody's previous
expectation of a ratio trending below 4.0x for the financial year
ending 31 March 2017 (FY2017).

Moody's considers the transaction as a moderate credit negative,
leading to a higher leverage than the rating agency expected for
FY2017. However, Moody's notes that the increase in financial
leverage remains contained and is comparable to the leverage
achieved following the refinancing of December 2015. This
reflects the fact that the transaction is occurring at a time
when the company has a strong operating performance, with net
revenues up 3% in first nine months to 31 December 2016 and
EBITDA (as adjusted by the company) up 14% during the same
period. The efficiency initiatives undertaken by the company
largely offset the challenging trading conditions of travel flows
into Europe.

Global Blue benefits from solid deleveraging prospects reflecting
the positive global travel industry dynamics, notably from some
emerging markets and continued operating efficiency.
Nevertheless, Moody's cautions that the company is highly reliant
on sales in the EU as a destination market for travellers where
terrorist attacks which occurred in past years create some
uncertainty on the travel demand in the near term. In addition,
Global Blue is reliant on a small number of source countries for
travellers which poses some concentration risk with around 43% of
the net commissions derived from Global Blue's value-added tax
(VAT) refund segment emanating from travellers from China and
Russia in the 12 months to March 2016. However, this is mitigated
by the fact that more than 50% of net commissions originate from
a long tail of countries each representing less than 3%.

Pro forma of the proposed dividend payment, Global Blue will
retain a good liquidity position, with an opening cash balance of
EUR91 million. As part of the proposed transaction, the company
will save around EUR5 million in annual interest expense, which
will further benefit free cash flow generation. Moody's estimates
that the company's EBITA/Interest Expense ratio (including
Moody's adjustments) will improve to above 4.5x in the next 18
months from 3.8x (as of 31 March 2016). The company also benefits
from an additional liquidity cushion with access to a fully
undrawn revolving credit facility of EUR80 million, a level
deemed appropriate to cope with the company's sizeable seasonal
swings reflecting holiday patterns.

Moody's expects the company to continue to be free cash flow
positive over the next 12 to 18 months, as it continues to
display resilient earnings growth, while containing operating
expenses and capex spending. Simultaneously, the company will
remain subject to a single net leverage covenant. Moody's expects
Global Blue to maintain ample headroom under this covenant going
forward.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that Global Blue is
likely to show continued growth in earnings despite the economic
slowdown in its two main source markets (China and Russia).
Moody's ratings incorporate a sustained positive operating
performance supporting deleveraging in the next 18 months. The
rating agency also assumes a continued access to the RCF, and
strong headroom under applicable financial covenant.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating pressure could develop if the company improves
its operating performance such that its leverage ratio is
sustained below 4.0 times. Also, the company would need to
maintain a positive free cash flow generation coupled with a
solid liquidity profile and would be able to demonstrate the
resilience of its business model to external shocks.

Downward pressure could be exerted on the rating if Global Blue's
profitability and liquidity weaken or if leverage climbs above
5.0 times as a result of debt-financed acquisitions or
shareholders distributions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Domiciled in Luxembourg with group headquarters in Switzerland,
Global Blue is a leading provider of VAT (Value-Added Tax) and
GST (Goods and Service Tax) refunds to travellers, as well as
currency conversion services. For FY2016, the company reported
revenues and EBITDA (as adjusted by the company) of EUR388
million and EUR137 million, respectively. The company's revenue
base principally consists of its Tax Free Shopping (TFS)
services, which enable travellers to claim partial refunds on VAT
and GST paid while shopping abroad.


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


FORTUNA-BANK: NBU Cancels Banking License, Starts Liquidation
-------------------------------------------------------------
UNIAN reports that the National Bank of Ukraine has decided to
cancel Kyiv-based Fortuna-Bank's banking license and liquidate
it, as was proposed by the Ukrainian Deposit Guarantee Fund.

The Deposit Guarantee Fund introduced temporary administration at
Fortuna-Bank on Jan. 27 after the NBU had designated the bank as
insolvent, UNIAN relates.

Fortuna-Bank had been operating in Ukraine since 2002.  It was
among small-sized banks in terms of assets, UNIAN discloses.


KERNEL HOLDING: Fitch Upgrades IDRs to B+, Outlook Stable
---------------------------------------------------------
Fitch Ratings has upgraded Kernel Holding S.A.'s Long-Term Local-
Currency and Foreign-Currency Issuer Default Ratings (IDRs) to
'B+' and removed them from Rating Watch Positive. Fitch has also
assigned the USD500m Eurobond due January 2022 a final rating of
'B+'.

The upgrade follows the improvement in Kernel's liquidity profile
and hard currency debt service cover after its refinancing of a
substantial portion of its debt with the Eurobond proceeds.

KEY RATING DRIVERS

Local-Currency IDR Upgrade: Fitch upgraded Kernel's Local-
Currency IDR to 'B+' due to enhanced financial flexibility after
it refinanced its debt with a five-year USD500m Eurobond.

The rating was previously capped at 'B' by liquidity risks due to
a high proportion of short-term debt and the company's dependence
on one-year pre-export financing facilities to fund seasonal
procurement of sunflower seeds and grain. Most of Kernel's debt
is long term following the recent refinancing, leading to
improvement in the liquidity ratio to above 1.5x.

Foreign-Currency IDR Above Country Ceiling: Fitch also upgraded
Kernel's Foreign-Currency IDR to 'B+', two notches above
Ukraine's Country Ceiling of 'B-' due to the improvement in the
company's hard-currency external debt service ratio upon
successful refinancing. Fitch expects Kernel's hard-currency
external debt service ratio to remain sustainably above 1.5x for
between 18 months and two years over the rating horizon.

Rating Sustainability Above Country Ceiling: Fitch projections
are premised on the expectation that Kernel will maintain
substantial offshore cash balances and a comfortable schedule of
repayments for its foreign-currency debt over the financial years
ending 30 June 2017-2020.

Maintaining the Foreign-Currency IDR on a par with the Local-
Currency IDR will also be premised on Kernel obtaining long-term
funding of at least three-year tenor for any investments (capex,
M&A and higher working capital to support its suppliers) that
could require raising further debt over this period, if not
covered by internally generated cash flow, as the company does
not rule these out.

Adequate Recovery for Unsecured Bondholders: The Eurobond is
rated in line with Kernel's Foreign-Currency IDR of 'B+',
reflecting outstanding recovery prospects given default
constrained by Ukraine's country cap of 'RR4'. The Eurobond will
be issued by the holding company Kernel Holding S.A. but rank
pari passu with other unsecured debt raised primarily by
operating companies, due to suretyships from operating companies,
altogether accounting for more than 80% of the group's FY16
EBITDA and assets.

Moderate Reliance on Domestic Environment: Kernel's Local-
Currency IDR is above Ukraine's Local-Currency IDR of 'B-',
reflecting the company's limited reliance on Ukraine's banking
system and Fitch's assessment that the company's moderate
dependence on the local operating environment is not prejudicial
to its performance.

Kernel performed strongly over the last two years and maintained
healthy access to external liquidity despite the economic and
political turmoil in Ukraine. This is due to its substantial
export-oriented operations (FY16: 96% of revenue) and therefore
limited exposure to recessionary pressures in its domestic
market.

Profits May Slide: Fitch expects Kernel's Fitch-adjusted EBITDA
in FY17 to be supported, as in FY16, by healthy yields in the
farming segment and enlarged crushing capacity following the
acquisition of Creative's sunflower seed-crushing plant. However,
Fitch believes a decrease in EBITDA to USD250m-260m is possible
from FY18, due to higher crop-growing costs and more conservative
crop-yield assumptions for the farming division.

Re-Leveraging Appetite: Kernel plans to increase net debt/EBITDA
to 1.5x-2.0x, after reducing it to 1.0x in FY16 from 3.6x in
FY14, through bolt-on acquisitions and investments in terminal
capacity and land bank in Ukraine to enhance its position in the
agribusiness value chain.

We therefore project readily marketable inventory (RMI)-adjusted
funds from operations (FFO)-adjusted leverage to increase to
2.0x-2.5x in FY17-FY19 (FY16: 1.3x) but remain conservative
relative to peers and more in line with the 'BBB' median for
commodity trading and processing companies. Fitch also believe
investment plans are largely scalable and management will not
jeopardise Kernel's financial standing and access to liquidity if
operating cash flows are weaker than expected.

DERIVATION SUMMARY
Kernel has smaller business scale and diversification than
international commodity traders and processors. This is balanced
by the company's conservative credit metrics and leading market
position in Ukraine's agricultural exports. The operating
environment in Ukraine contributes to lower ratings than Kernel's
international peers.

Kernel's ratings are above Ukraine's Country Ceiling of 'B-' due
to improvement of the hard-currency debt service ratio after the
refinancing (as calculated in accordance with Fitch's methodology
"Rating Non-Financial Corporates Above the Country Ceiling").

KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
- Potential medium-term funding needs related to capex,
acquisitions or working-capital requirements covered by new debt
of at least three-year tenor
- Capex at USD100m-120m a year, including construction of new
terminal capacity and expansion of land bank by 150,000 hectares
- USD60m-70m pre-crop financing of farmers in FY17 and USD100m-
120m in FY18-FY20
- Stable dividends at USD20m a year
- M&A spending not exceeding USD400m in total over the period
with potential benefits conservatively not factored into Fitch
projections
- USD70m-80m of annual cash interest paid
- Maintenance of substantial offshore cash balances
- EBITDA of USD255m-285m a year

RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
An upgrade of the ratings to the 'BB' rating category is unlikely
in the next three years. Nonetheless, factors that Fitch
considers relevant for potential future positive action include
steady growth in the company's operational scale (as measured by
FFO) and improvement of diversification by commodity and sourcing
markets, maintaining conservative capital structure.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- Liquidity score dropping below 1.5x over the next 24 months
due to operating underperformance, aggressive financial policy or
shift in debt structure towards short-term debt
- RMI-adjusted FFO adjusted leverage above 4.0x and RMI-adjusted
FFO fixed charge cover below 2.0x on a sustained basis
- For Foreign-Currency IDR only: Hard-currency debt service
ratio sustainably below 1.5x as calculated in accordance with
Fitch's methodology "Rating Non-Financial Corporates Above the
Country Ceiling"

LIQUIDITY
Kernel's liquidity and debt maturity profile improved after its
Eurobond placement, with the liquidity ratio increasing above
1.5x from 0.8x at end-September 2016.

FULL LIST OF RATING ACTIONS
Kernel Holding S.A.
-- Long-Term Foreign-Currency IDR: upgraded to 'B+' from 'B-';
off Rating Watch Positive, Stable Outlook
-- Long-Term Local Currency IDR: upgraded to 'B+' from 'B'; off
Rating Watch Positive, Stable Outlook
-- National Long-Term Rating: upgraded to 'AAA(ukr)' from
'AA+(ukr)', off Rating Watch Positive, Stable Outlook
-- Senior unsecured rating: assigned at 'B+'/RR4


PLATINUM BANK: Deposit Fund Wants Banking License Revoked
---------------------------------------------------------
Interfax-Ukraine reports that the Individuals Deposit Guarantee
Fund has sent a proposal to the National Bank of Ukraine to annul
the banking license of Kyiv-based Platinum Bank from February 24,
2017 and liquidate the bank.

The fund made the decision on February 20, 2017, Interfax-Ukraine
relates.

According to Interfax-Ukraine, TAScombank and the First Ukrainian
International Bank (FUIB, both based in Kyiv) were interested in
purchase of assets of insolvent Platinum Bank.  The potential
buyers first show their interest in the retail portfolio of the
bank, Interfax-Ukraine notes.

The fund has suspended payments under agreements which expired
before interim administration was introduced to the bank,
Interfax-Ukraine relays.  The amendments to the general list of
the bank's depositors are to be made, Interfax-Ukraine states.

Payments of the guaranteed sum in the liquidation period will
start no later than March 1, 2017, Interfax-Ukraine discloses.

The Deposit Guarantee Fund extended interim administration at
Platinum Bank until March 10, 2017, Interfax-Ukraine recounts.


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


CO-OPERATIVE BANK: Metro Bank Boss Eyes Parts of Rival
------------------------------------------------------
Ben Martin at The Telegraph reports that the boss of Metro Bank
has signalled he will look at parts of rival Co-operative Bank
that come up for sale if the ailing lender fails to find a buyer
for its entire business.

Craig Donaldson, the chief executive of challenger bank Metro,
said he was interested in taking customers from the struggling,
loss-making lender if it is eventually broken up, The Telegraph
relates.

He added, however, that he would "much prefer to win" customers
from Co-op Bank than buy them, The Telegraph notes.

The troubled lender put itself up for sale amid fears about its
deteriorating capital position, The Telegraph relays.  While
Co-op Bank is looking to sell itself whole, industry insiders
believe it will struggle and that suitors will only cherry-pick
its best assets, The Telegraph states.

According to The Telegraph investment bankers think the rest of
the beleaguered lender -- its so-called "bad bank" -- will
eventually be wound up by the Bank of England, in what would mark
the first rescue since the financial crisis.

The Co-operative Bank is a retail and commercial bank in the
United Kingdom, with its headquarters in Balloon Street,
Manchester.


CO-OPERATIVE BANK: Fitch Lowers LT Issuer Default Rating to 'B-'
----------------------------------------------------------------
Fitch Ratings has downgraded UK-based The Co-operative Bank
p.l.c.'s (Co-op Bank) Long-Term Issuer Default Rating (IDR) to
'B-' from 'B' and placed it on Rating Watch Evolving (RWE). The
Viability Rating (VR) was downgraded to 'cc' from 'b'.

The downgrade of the VR reflects Fitch's view that a failure of
the bank appears probable as it likely needs to obtain new equity
capital to restore viability. Fitch believes there is a very high
risk that this will include a restructuring of its subordinated
debt that Fitch is likely to consider a distressed debt exchange,
which would result in a failure according to Fitch definitions.
On 13 February, Co-op Bank announced that it was seeking a buyer
and was also considering ways to strengthen its capitalisation
including raising capital from current shareholders or from new
strategic investors and a potential liability management exercise
of its public debt.

The downgrade of the Long-Term IDR reflects Fitch's opinion that
risks to senior bondholders have also increased, due to the need
to raise capital and the potential that this could include a
liability management exchange. The downgrade has been limited to
one notch to 'B-' because Fitch believes that the outstanding
GBP456m of subordinated debt that could be converted into equity
and potential other sources of external capital provide a limited
margin of safety for senior debt holders.

However, the RWE on the bank's IDRs and senior debt ratings
reflects the heightened risk of a further downgrade if the
capital raised from the potential conversion of subordinated debt
or other capital issuance is not sufficient, and senior debt is
also exposed to losses, for example as part of a wider debt
restructuring. Conversely, if a strong shareholder injects
capital into the bank and provides it with sufficient resources
to continue its operations, without any senior creditor suffering
a loss, the IDR could be upgraded depending on the strength of
the new shareholder.

Whether losses on the senior debt are incurred will depend on the
ultimate amount of capital required by the bank, which will
depend on a number of factors that are not yet clear. These
include additional IT investments above those originally set out
in its business plan, the extent of risk-weighted asset
deleveraging that can be achieved and any associated losses that
will be borne by the bank on deleveraging. The bank is also
having ongoing negotiations with the Co-operative group on their
joint pension scheme, the outcome of which may affect the bank's
capital needs.

KEY RATING DRIVERS
IDRS, VR AND SENIOR DEBT
Co-op Bank's Long-Term IDR and senior debt are two notches above
the VR to reflect Fitch's view that the probability that senior
creditors will have to bear losses is lower than the probability
of failure for the bank. This is primarily because Fitch believes
that a failure of the bank would not necessarily result in losses
for senior creditors if a solution is found that involves only
junior bondholders.

The VR primarily reflects clear deficiencies in the bank's
capital that has been eroded because of losses. The bank still
benefits from a relatively sound franchise and its asset quality
has gradually improved, in line with a reducing risk appetite and
improved risk controls. While Fitch believes that its access to
funding and liquidity has weakened, it remains, in Fitch views
relatively stable.

Our view of management and strategy reflects the difficulties it
has encountered in executing its recovery plan. However, these
considerations all have a lower influence on the bank's VR than
its weak capitalisation.

Co-op Bank has stated that its CET1 ratio was at least 10% at
end-2016, but that this ratio will fall and remain below 10% over
the medium term, unless it is able to raise fresh capital or
reduce its risk-weighted assets in a capital accretive way during
the period. It remains in regulatory forbearance in terms of
guidance (the bank expects not to meet its Individual Capital
Guidance until at least 2020) but its projections indicate that
it will maintain a CET1 ratio above 6% and a total capital ratio
above 8% throughout the period of the plan.

Its ability to generate profits is under significant pressure
from low interest rates and greater than originally envisaged
investment costs and conduct charges. Further investments in the
bank's IT systems are necessary to improve its efficiency and
risk controls.

A return to profitability is highly correlated with the bank's
ability to generate new, better quality and higher yielding
mortgage loans and for operating costs to continue to reduce.

Asset quality has been improving, with impaired loans falling to
just 4.4% of gross loans at end-1H16, although the bank has
retained a high proportion of non-conforming mortgages in its
Optimum loan portfolio and in its available for sale portfolios.
Furthermore, reserve coverage of impaired loans is low and
renders the bank's capital somewhat vulnerable to falling real
estate prices.

Funding is largely obtained from customer deposits, which are
mostly from retail clients but also from SMEs. Primary liquidity
was a reasonable 12.7% of total assets at end-1H16, which is in
line with the sector. It is of good quality but this is likely to
have reduced at year-end. The bank continues to have access to
contingent liquidity sources, primarily in the form of assets
eligible for discounting at the Bank of England.

The Co-op Bank's senior debt is rated in line with its IDR,
reflecting Fitch's expectations of average recovery prospects for
senior debt holders in the event of default or resolution
(Recovery Rating of 'RR4').

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)
Co-op Bank's SR and SRF reflect Fitch's view that senior
creditors cannot rely on extraordinary support from the UK
authorities in the event the group becomes non-viable given the
resolution legislation in place as well as its low systemic
importance.

We have placed the SR on Rating Watch Positive (RWP) to indicate
the heightened possibility that a new shareholder might be found
to support the bank, in which case the SR would be upgraded in
line with Fitch assessments of both the ability and propensity of
the new shareholder to support the Co-op Bank provided senior
bondholders do not suffer loss. If the SR becomes dependent on
institutional support, Fitch will withdraw the SRF.

RATING SENSITIVITIES
IDRS, VR AND SENIOR DEBT
Co-op Bank's VR is primarily sensitive to the size of any capital
increase and how this capital is obtained. The formal launch of a
subordinated debt distressed debt exchange would result in the
bank's VR being downgraded to 'c'. A conversion of junior debt
into equity that constitutes a distressed debt exchange would
result in the bank's failure according to Fitch definitions, as
would a material injection of external capital. At that point
Fitch would downgrade the VR to 'f' before upgrading it to the
level commensurates with the bank's subsequent risk profile and
capitalisation.

Co-op Bank's IDRs and senior debt ratings would be downgraded if
a senior debt distressed debt exchange becomes more likely, if
the bank is unable to attract sufficient new equity capital (or
generate it via a subordinated debt restructuring) to strengthen
its capitalisation. The formal launch of a senior debt distressed
debt exchange would result in the bank's IDRs being downgraded to
'C'. Co-op Bank's IDRs would be downgraded to 'RD' or 'D' if
capital raised from a conversion of subordinated debt and/or any
external capital raising is not sufficient to restore
capitalisation and if, as a result, senior bondholders also
suffer losses.

If Co-op Bank is acquired by a strong institutional investor,
which is able to provide it with sufficiently strong
extraordinary support and prevent a default on senior debt, Fitch
would upgrade its IDRs and senior debt ratings. The ultimate
level of its ratings will depend on the extent of support
provided and on the likelihood of any additional support being
provided as and when required by its new shareholder.

Fitch expects to resolve the RWE once a clear plan on how capital
will be raised is agreed. This may take longer than the typical
six-month period for the review of a rating watch.

SUPPORT RATING AND SUPPORT RATING FLOOR
An upgrade of the SR and the withdrawal of the SRF would be
contingent on an acquisition by a strong institutional investor,
which is indicated by the RWP.

A positive change in the UK sovereign's propensity to support
senior bondholders that would be necessary for an upward revision
of the SRF is, in Fitch's view, highly unlikely.

The rating actions are:
Long-Term IDR: downgraded to 'B-' from 'B'; placed on RWE
Short-Term IDR: 'B'; placed on RWE
Viability Rating: downgraded to 'cc' from 'b'
Support Rating: '5', placed on RWP
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured notes' Long-Term rating: downgraded
to 'B-'/'RR4' from 'B'/'RR4', placed on RWE
Senior unsecured notes' Short-Term rating: 'B', placed on RWE


JERROLD FINCO: Fitch Assigns BB- Rating to GBP200MM Sr. Notes
-------------------------------------------------------------
Fitch Ratings has assigned Jerrold FinCo plc's GBP200m 6.125%
senior secured notes due 2024 a final rating of 'BB-'. The rating
is in line with the expected rating assigned to the notes on 13
February 2017 (see Fitch commentary 'Fitch Rates Jerrold FinCo
plc's Notes 'BB-(EXP)'').

Jerrold FinCo plc is a finance subsidiary of Together Financial
Services Ltd (Together; rated BB-/Stable; formerly Jerrold
Holdings Ltd). The notes, which are guaranteed by Together and by
other key group operating entities, are being used to reduce
drawings under the Together group's securitisation structures.

KEY RATING DRIVERS
The senior secured notes are rated in line with Together's Long-
Term Issuer Default Rating (IDR) as Fitch views the probability
of default on the notes as the same as the probability of default
of Together. The notes' rating is therefore driven by the same
considerations that drive Together's Long-Term IDR. (See Fitch 27
October 2016 commentary for a summary of Together's key rating
drivers).

RATING SENSITIVITIES
The rating of the senior secured notes is primarily sensitive to
changes in Together's Long-Term IDR. Fitch 27 October 2016
commentary noted that near-term upside for Together's ratings is
limited by additional debt taken on at that time by Bracken
MidCo1 Plc, a holding company recently established above
Together, and that a significant further increase in drawn
leverage, among other factors, could lead to a downgrade.


JPNG RECRUITMENT: Appoints Voluntary Liquidator
-----------------------------------------------
Mark Payne at Hartlepool Main reports that Hartlepool United
chairman Gary Coxall has used social media to try to reassure
fans after a business linked to the club's owners went into
liquidation. JPNG Recruitment appointed a voluntary liquidator on
February 1.

Mr. Coxall said on Twitter that Pools is owned by JPNG Limited
and that the liquidation will not affect the club, according to
Hartlepool Main.  Mr. Coxall added JPNG Recruitment was a
standalone company that was wound up as a result of a company
restructure.

Responding to fans' fears Mr Coxall tweeted: "Confirming this
only. JPNG Rec is a complete standalone company, restructure made
it defunct. Nothing detrimental to HU at all," the report notes.

Until being liquidated, JPNG Recruitment had the same registered
office address as JPNG Ltd.  JPNG Recruitment's sole director
Samantha Ann Mullaly resigned as a director of JPNG Ltd last June
according to the website of Companies House, the report relays.
Pools fans expressed their concerns to Mr Coxall on Twitter after
the club also avoided three winding up petitions in the High
Court in the last year, the report discloses.

JPNG took over from Pools' previous owners IOR in June 2015.


LIVERPOOL INTERNATIONAL: Saved After Going Into Administration
--------------------------------------------------------------
Alistair Houghton at MSA News reports a Liverpool language school
has been saved after going into administration.

Liverpool International Language Academy went into administration
on January 18 but was immediately sold so the business could keep
operating, according to MSA News.

The company, founded by sisters Victoria Lee and Leanne Linacre
to offer English language training to overseas students, had
opened a second school in London in 2014.

The school was forced to close after an "unprecedented
contraction" in the market caused by issues ranging from the wars
in Ukraine and Libya to the declining Swiss birth rate, the
report notes.

But a newly-published report on Companies House reveals the costs
continued to "drain the company's resources," the report relays.

The report discloses the North John Street-based company
appointed administrators from Manchester firm Kay Johnson Gee
Corporate Recovery.

The report notes it was immediately bought in a pre-agreed "pre-
pack" deal for GBP69,858 by Lila Liverpool Limted, a company
whose directors are Jean and William Linacre -- the parents of
Victoria Lee and Leanne Linacre "who will both still be heavily
involved in the running of the new business".

Administrator Peter Anderson wrote to creditors telling them a
pre-pack deal was the best option for the business to ensure some
return to creditors and to keep 26 staff in work, the report
relays.

The report notes that Mr. Anderson said: "By facilitating a sale
of the business and its assets to the existing directors, this
would ensure a seamless transition of trade which would have no
negative impact on the existing relationship with clients.

"Throughout the course of 2015 the UK saw an unprecedented
contraction in the global market, which was caused by disruption
in not just one key source market but almost all of them."

The report highlights issues that hit the company's market,
including:

   -- Enrolments from Libya and Ukraine plummeting due to
      conflicts in those countries

   -- The recession and plummeting oil price in Russia

   -- The low birth rate in Switzerland meant there were fewer
      customers there - and the UK was "not seen as a fashionable
      place to visit with Swiss students preferring to visit
      Australia"

   -- The company saw fewer Saudi students enrolling after
      funding for the King Abdullah Scholarship scheme was cut
      after the Saudi king's death in 2015.

The administrators added: "Most recently this sector has also
been badly damaged by the Government' increasing restriction to
international students".

Those issues affected the London site more than Liverpool as
tuition costs were higher and the fear of terror attack greater,
the report relays.

"In direct response to those difficulties the directors took the
decision to close the London school in September 2015 and located
a new tenant for the site that covered the costs of the remaining
term of the lease.

"However the initial fit-out of the London school and its
subsequent closure left the company with significant liabilities
that the company has serviced over the last few months but has
continued to drain the company's resources. In recent weeks the
company has come under increasing creditor pressure."


TOWD POINT AUB 11: Moody's Assigns Ba2 Rating to Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
following classes of notes issued by Towd Point Mortgage Funding
2017 - Auburn 11 plc:

-- GBP 732.5m Class A1 Mortgage Backed Floating Rate Notes due
2045, Definitive Rating Assigned Aaa (sf)

-- GBP 50.0m Class A2 Mortgage Backed Floating Rate Notes due
2045, Definitive Rating Assigned Aaa (sf)

-- GBP 52.5m Class B Mortgage Backed Floating Rate Notes due
2045, Definitive Rating Assigned Aa2 (sf)

-- GBP 37.5m Class C Mortgage Backed Floating Rate Notes due
2045, Definitive Rating Assigned A1 (sf)

-- GBP 37.5m Class D Mortgage Backed Floating Rate Notes due
2045, Definitive Rating Assigned Baa2 (sf)

-- GBP 22.5m Class E Mortgage Backed Floating Rate Notes due
2045, Definitive Rating Assigned Ba2 (sf)

The Class Z Mortgage Backed Notes, the Senior Deferred
Certificate, the Deferred Certificate 1 and the Deferred
Certificate 2 have not been rated by Moody's.

This transaction is the latest securitisation of Capital Home
Loans Limited ("CHL", not rated), and the fifth under the "TPMF"
label. The portfolio consists of UK first lien home loans,
predominantly buy-to-let, originated by CHL. The loans were
previously securitised in Auburn Securities 3 PLC, Auburn
Securities 6 PLC or Auburn Securities 7 PLC and, immediately
prior to the sale by CHL to the Issuer, they were beneficially
owned by Auburn Warehouse Borrower 2 Limited. The final pool will
comprise GBP 1,003 million of loans and the portfolio will be
serviced by CHL.

RATINGS RATIONALE

The rating of the notes take into account, among other factors:
(1) the performance of the previous transactions launched by CHL;
(2) the credit quality of the underlying mortgage loan pool, (3)
legal considerations (4) the initial credit enhancement provided
to the senior notes by the junior notes and the reserve fund and
(5) the low level of excess spread that causes a deferral of
interest for class D and E in certain loss scenarios.

-- Expected Loss and MILAN CE Analysis

Moody's determined the MILAN credit enhancement (MILAN CE) and
the portfolio's expected loss (EL) based on the pool's credit
quality. The MILAN CE reflects the loss Moody's expects the
portfolio to suffer in the event of a severe recession scenario.
The expected portfolio loss (EL) of 2.5% and the MILAN CE of
14.0% serve as input parameters for Moody's cash flow and
tranching model, which is based on a probabilistic lognormal
distribution.

The key drivers for the MILAN CE, which is lower than the UK buy-
to-let sector average of ca. 14.7% and is based on Moody's
assessment of the loan-by-loan information, are (1) the weighted-
average current loan-to-value (LTV) of 82.8%, which is in higher
than the LTV observed in other comparable UK BTL transactions;
(2) the historical performance of the pool (more than 87% of the
pool are loans that have never been in arrears); (3) the
weighted-average seasoning of 10.0 years; (4) the proportion of
interest-only loans (98.7%) ; and (5) benchmarking with other UK
BTL RMBS transactions as well as with the previous transactions
of CHL.

The key drivers for the portfolio's expected loss, which is
higher than the UK buy-to-let sector average of ca. 1.7% and is
based on Moody's assessment of the lifetime loss expectation are:
(1) the performance of the seller's precedent transactions as
well as the performance of the seller's book; (2) benchmarking
with comparable transactions in the UK BTL RMBS market; and (3)
the current economic conditions in the UK and the potential
impact of future interest rate rises on the performance of the
mortgage loans.

-- Operational Risk Analysis

CHL is the contractual servicer. A back-up servicer (Homeloan
Management Limited ("HML" not rated)) and back-up servicer
facilitator (Wilmington Trust SP Services (London) Limited (not
rated)) has been appointed at closing. The backup servicer is
required to step in within 60 days and perform the duties of the
servicer if, amongst other things, the servicer is insolvent or
defaults on its obligation under the servicing agreement.

CHL will also act as cash manager. A back-up cash manager (Elavon
Financial Services DAC (Aa2/P-1)) was appointed at closing.

The collection account is held at Barclays Bank PLC ("Barclays")
(A1/P-1/A1(cr)). There is a daily sweep of the funds held in the
collection account into the transaction account. In the event
Barclays rating falls below Baa3 the collection account will be
transferred to an entity rated at least Baa3. The issuer account
is held at Elavon Financial Services DAC (Aa2/P-1) with a
transfer requirement if the rating of the account bank falls
below A3.

-- Transaction structure

There is no Liquidity Reserve Fund in place at closing. Following
the step up date (3 years from closing) the Liquidity Reserve
Fund will start to build up to 1.65% of the Class A outstanding
balance and can be used to pay senior fees and interest on class
A. Prior to the step up date liquidity is provided via a 365 day
revolving Liquidity Facility equal to 1.65% of the Classes A1 and
A2 Notes (together "Class A" Notes) outstanding balance provided
by Wells Fargo Bank, National Association, London Branch (Wells
Fargo Bank, N.A (Aa1/P-1/Aa1(cr)). At closing, the Liquidity
Facility provides approx. 2.8 months of liquidity to the Class A
assuming Libor of 5.7%. Principal can be used as an additional
source of liquidity to meet shortfall on senior fees and interest
on the most senior outstanding class. In addition, Moody's notes
that unpaid interest on the Class B, C, D and E is deferrable.
Non-payment of interest on the Class A notes constitutes an event
of default.

Interest on the Class B, Class C, Class D and Class E notes is
subject to a Net Weighted Average Coupon (Net WAC) Cap. Net WAC
additional amounts are paid junior in the revenue waterfall being
the difference between the class B, C, D and E coupon and the Net
WAC Cap. Net WAC additional amounts occur if interest payments to
the respective notes are greater than the Net WAC Cap. Moody's
notes that the Net WAC additional amounts are not part of the
interest payment promise to the referenced Classes. As such
Moody's ratings assigned to the Class B, Class C, Class D and
Class E Notes do not address the timely and/or ultimate payment
of such payments.

Moody's notes that the Net WAC Cap formula defined in the deal
divides the scheduled weighted average coupon net of fees of
25bps by the proportion of the rated notes to the aggregate
current balance of the loans. Consequently, should the aggregate
current balance of the loans become less than the rated notes as
a result of high portfolio losses leading to unpaid PDL on the
rated notes, the Net WAC Cap calculation result would decrease
and potentially reduce the size of promised interest payment to
be received by investors under the Class B through Class E notes
to below their stated coupon and furthermore below the scheduled
WAC of the pool. Moody's views the likelihood of such scenario as
consistent with the ratings of the notes.

-- Interest Rate Risk Analysis

The majority of the loans in the pool are BBR linked (ca. 99.4%)
with the remaining small proportion linked to CHL's SVR. There is
no swap in the transaction to mitigate the risk of mismatch
between the index applicable to the loans in the pool and the
index applicable to the notes. Moody's has taken the absence of
swap into account in the stressed margin vector used in the cash
flow modelling.

-- Parameter Sensitivities

At the time the ratings were assigned, the model output indicated
that Class A1 notes would have achieved Aaa(sf), even if MILAN CE
was increased to 22.4% from 14.0% and the portfolio expected loss
was increased to 7.5% from 2.5% and all other factors remained
the same. Class A2 notes would have achieved Aaa(sf), even if the
portfolio expected loss was increased to 7.5% from 2.5% assuming
MILAN CE remained unchanged at 14.0% and all other factors
remained the same.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged and is not intended
to measure how the rating of the security might migrate over
time, but rather how the initial rating of the security might
have differed if key rating input parameters were varied.
Parameter Sensitivities for the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

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

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

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

Significantly different loss assumptions compared with Moody's
expectations at close due to either a change in economic
conditions from Moody's central scenario forecast or
idiosyncratic performance factors would lead to rating actions.

For instance, should economic conditions be worse than forecast,
the higher defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in a downgrade of the ratings.
Downward pressure on the ratings could also stem from (1)
deterioration in the notes' available credit enhancement; (2)
counterparty risk, based on a weakening of a counterparty's
credit profile, or (3) any unforeseen legal or regulatory
changes.

Conversely, the ratings could be upgraded: (1) if economic
conditions are significantly better than forecasted; or (2) upon
deleveraging of the capital structure.

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

Moody's will disseminate the assignment of any definitive ratings
through its Client Service Desk. Moody's will monitor this
transaction on an ongoing basis. For updated monitoring
information, please contact monitor.rmbs@moodys.com.


TOWD POINT AUB 11: S&P Assigns BB Rating to Class E-Dfrd Notes
--------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Towd Point Mortgage
Funding 2017 - Auburn 11 PLC's (TPMF-AUB 11) class A1, A2, B-
Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes.  At closing, TPMF-AUB 11
also issued unrated class Z notes, as well as SDC, DC1, and DC2
certificates.

TPMF-AUB 11 is a securitization of first-lien U.K. owner occupied
and buy-to-let residential mortgage loans.

At closing, TPMF-AUB 11 acquired the beneficial interest in the
portfolio of U.K. buy-to-let and owner occupied mortgages from
Cerberus European Residential Holdings B.V. (the seller; CERH),
using the note issuance proceeds to purchase the rights to the
mortgage loans.  The legal title remains with Capital Home Loans
Ltd. (CHL).

S&P bases its credit analysis on the final pool of GBP1.003
billion as of Jan. 31, 2017.

CHL, which is in S&P's view a specialized and experienced entity
in the buy-to-let sector, originated a number of transactions
before 2008 via its Auburn shelf, but stopped originating as a
result of the global financial crisis.  CHL originated 99.95% of
the loans securitized in this transaction, with Irish Permanent
PLC originating the remaining 0.05%.  CHL is the servicer of the
transaction, and Homeloan Management Ltd. is the back-up
servicer.

As CHL no longer originates, the mortgages in this pool are
highly seasoned, with an average of more than 120 months.

The pool has a high concentration in the south east of England,
including London, at 36.07%. Furthermore, 98.7% of the mortgages
are interest-only, while the remaining 1.3% pay capital and
interest.

"We treat the class B to E notes as deferrable-interest notes in
our analysis.  Under the transaction documents, the issuer can
defer interest payments on these notes, and any deferral of
interest would not constitute an event of default, even when this
class of notes is the most senior.  While our 'AAA (sf)' and 'AA
(sf)' ratings on the class A1 and A2 notes, respectively, address
the timely payment of interest and the ultimate payment of
principal, our ratings on the class B to E notes address the
ultimate payment of principal and interest," S&P said.

Interest on the class A1 and A2 notes is equal to three-month
British pound sterling LIBOR plus a class-specific margin.
However, the class B to E notes are somewhat unique in the
European residential mortgage-backed securities (RMBS) market in
that they pay interest based on the lower of the coupon on the
notes (three-month sterling LIBOR plus a class-specific margin)
and the net weighted-average coupon (WAC) cap.  The net WAC on
the assets is based on the interest accrued on the assets
(whether it was collected or not) during the quarter, less senior
fees, divided by the current balance of the assets at the
beginning of the collection period.  This rate is then divided by
the outstanding balance of the class A to E notes as a percentage
of the outstanding balance of the assets at the beginning of the
period to derive the net WAC cap.  The net WAC cap is then
applied to the outstanding balance of the notes in question to
determine the required interest.

In line with S&P's imputed promises criteria, its ratings address
the lower of these two rates.  A failure to pay the lower of
these amounts will, for the class B to E notes, result in
interest being deferred.  Deferred interest will also accrue at
the lower of the two rates.  S&P's ratings however, do not
address the payment of what are termed "net WAC additional
amounts" i.e., the difference between the coupon and the net WAC
cap where the coupon exceeds the net WAC cap.  Such amounts are
subordinated in the interest priority of payments.  In S&P's
view, neither the initial coupons on the notes nor the initial
net WAC cap are "de minimis," and nonpayment of the net WAC
additional amounts is not considered an event of default under
the transaction documents.  Therefore, S&P do not need to
consider these amounts in its cash flow analysis, in line with
its criteria for imputed promises.

Within the mortgage pool, the loans are linked to the Bank of
England base rate (BBR) (99.76%), or a variable rate index
(0.24%).  There is no swap in the transaction to cover the
interest rate mismatches between the assets and liabilities.  S&P
has stressed for basis risk accordingly.

S&P's ratings reflect its assessment of the transaction's payment
structure, cash flow mechanics, and the results of S&P's cash
flow analysis to assess whether the notes would be repaid under
stress test scenarios.  Subordination, a liquidity facility (only
for the class A1 and A2 notes), and excess spread (there is no
reserve fund to provide credit enhancement in this transaction)
provide credit enhancement to the rated notes that are senior to
the unrated notes and certificates.  Taking these factors into
account, S&P considers that the available credit enhancement for
the rated notes is commensurate with the ratings assigned.

RATINGS LIST

Towd Point Mortgage Funding 2017 - Auburn 11 PLC
GBP1 Billion Residential Mortgage-Backed Notes (Including Unrated
Notes and Certificates)

Class
                        Rating           Amount
                                            (%)

A1                      AAA (sf)          73.25
A2                      AA+ (sf)            5.00
SDC cert.               N/A                 N/A
B-Dfrd                  AA- (sf)           5.25
C-Dfrd                  A+ (sf)            3.75
D-Dfrd                  BBB+ (sf)          3.75
E-Dfrd                  BB (sf)            2.25
Z                       NR                 6.75
DC1 cert.               N/A                 N/A
DC2 cert.               N/A                 N/A

NR--Not rated.
Cert.--Certificates.
N/A--Not applicable.



                            *********

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 2017.  All rights reserved.  ISSN 1529-2754.

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

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

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


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