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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, March 30, 2017, Vol. 18, No. 64


                            Headlines


A Z E R B A I J A N

* AZERBAIJAN: Moody's Says Less Resilient in Oil Price Pressure


B E L G I U M

TELENET GROUP: Moody's Raises Corporate Family Rating to Ba3


C R O A T I A

AGROKOR DD: Nears Management-Sharing Deal with Sberbank
AGROKOR DD: Accused of Falsifying Books by VTB Executive


D E N M A R K

NETS AS: Moody's Assigns Ba2 CFR, Outlook Stable


F R A N C E

NOVARTEX SAS: Fitch Lowers Long-Term Issuer Default Rating to 'C'


G E O R G I A

GEORGIA: High Average Growth Rates Support Moody's Ba3 Rating


G E R M A N Y

DEUTSCHE BANK AG: S&P Affirms BB+ Subordinated Debt Rating


G R E E C E

GREECE: Has Yet to Reach Agreement with Creditors on Bailout


I R E L A N D

NEWGATE FUNDING 2007-1: Fitch Ups Rating on Class Db Tranche to B
TITAN EUROPE 2006-5: Moody's Cuts Rating on Cl. X Notes to Ca(sf)


I T A L Y

BANCA POPOLARE DI VICENZA: Posts EUR1.9-Billion Loss in 2016


N E T H E R L A N D S

DRYDEN 51: Moody's Assigns (P)B2(sf) Rating to Class F Notes
HALCYON STRUCTURED 2007-I: Moody's Cuts Cl. E Notes Rating to B1
PLAYA RESORTS: Moody's Rates Proposed $530MM Sec. Term Loan 'B2'


R U S S I A

RUSSIA: Obtains Favorable Ruling in Crimea Dispute
VSK INSURANCE: Fitch Affirms BB- IFS Rating, Outlook Stable


S P A I N

FONCAIXA FTGENCAT 5: S&P Raises Rating on Class C Notes to 'B'


T U R K E Y

RPV COMPANY 2016-1: S&P Suspends 'BB' Rating on Repack Notes
SEKERBANK TAS: Moody's Puts B2 BCA on Review for Downgrade
TURKIYE SINAI: Fitch Rates US$300MM Tier 2 Capital Notes BB-
TURKIYE VAKIFLAR: Fitch Corrects February 14 Rating Release


U N I T E D   K I N G D O M

BOPARAN HOLDINGS: S&P Lowers CCR to 'B' on Delayed Profitability
EROS INTERNATIONAL: S&P Withdraws 'B-' CCR on Issuer's Request


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A Z E R B A I J A N
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* AZERBAIJAN: Moody's Says Less Resilient in Oil Price Pressure
---------------------------------------------------------------
Moody's Investors Service says that policymakers in Kazakhstan
(Baa3 negative) and Azerbaijan (Ba1 negative) have faced similar
challenges from the decline in oil prices from their mid-2014
highs, including a sharp fall in growth, double-digit inflation,
a drop in foreign exchange reserves, and weakening banking
sectors.

However, Kazakhstan's greater economic diversification, stronger
institutions and lower debt levels -- when compared with the
situation in Azerbaijan -- mean that it is more resilient to
these pressures.

Moody's conclusions were contained in its just-released
comparison of the two Commonwealth of Independent States oil-
exporting sovereigns, "Governments of Azerbaijan and Kazakhstan -
Peer Comparison -- Variations in Economic Resiliency,
Institutions and Debt Burden Explain Difference in Credit
Profiles".

Both countries rely heavily on hydrocarbon exports for growth and
government revenue, but Azerbaijan is more vulnerable to the low
oil price, given that its economy is more than three and a half
times smaller and half as wealthy. Kazakhstan has also made more
progress addressing business climate challenges and other
structural impediments to growth.

For Azerbaijan, oil and gas accounted for 89% of goods exports
and 26% of nominal GDP in 2015, and provided 60-70% of
consolidated government revenues. By comparison, for Kazakhstan,
oil and gas exports accounted for a lower 76% of goods exports
and roughly 18% of nominal GDP, and provided around 42% of
consolidated government revenues.

In addition, Kazakhstan's institutions are stronger than those of
Azerbaijan, allowing for more effective policy responses. It
shows better Worldwide Governance Indicators, data availability
is greater which enhances the transparency and effectiveness of
policy decisions, and its reform drive is more advanced, which
will contribute to institutional strength over the medium term.
Furthermore, a smoother transition to a floating exchange rate
and a more rapid monetary policy response to rising inflation
allowed Kazakhstan to more effectively manage the oil price
decline.

Geopolitics are more of a risk in Azerbaijan due to its ongoing
conflict with Armenia (B1 stable) over the disputed territory of
Nagorno-Karabakh. By contrast, Kazakhstan maintains good
relations with Russia and China, as well as with Japan, the US,
and the EU in pursuit of its "multivector" foreign policy
strategy. Relations with Russia are especially strong, above all
in security and defense matters.

Banks in both countries are under pressure. The outlooks for both
banking systems are negative, with problem loans accounting for
25% of gross loans in Azerbaijan and 37% in Kazakhstan. However,
the risks are mitigated by the recent steps taken by both
countries to shore up their banking systems and both sectors'
small size: total domestic assets accounted for 53% of GDP in
Azerbaijan and 60% in Kazakhstan in 2015.

Finally, Azerbaijan's government carries more debt, but both
enjoy ample fiscal space. The country's debt-to-GDP ratio rose by
close to 30 percentage points between 2014 and 2016 as a result
of the direct support it provided to the banking sector. In
contrast, Kazakhstan's debt-to-GDP ratio rose by less than 10
percentage points over the same period. However, sizable reserve
buffers and high debt affordability underpin high levels of
fiscal strength in both countries.


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B E L G I U M
=============


TELENET GROUP: Moody's Raises Corporate Family Rating to Ba3
------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating ("CFR" of Telenet Group Holding NV) to Ba3 from B1 and the
probability of default rating ("PDR") to Ba3-PD from B2-PD. The
existing debt instrument ratings at Telenet's rated subsidiaries
have also been upgraded to Ba3 from B1.

The ratings outlook on all ratings is stable.

Moody's decision to upgrade Telenet's ratings reflects (1) the
improved business profile and EBITDA growth prospects for Telenet
following the acquisition of BASE in February 2016 and the
proposed acquisition of SFR BeLux expected to be completed in
H12017; (2) the company's moderate leverage profile, with Moody's
adjusted Gross Debt/ EBITDA of 4.4x for 2016; and (3) the
company's continued healthy free cash flow generation.

"Moody's expects adjusted leverage for Telenet to remain around
4.5x-5.0x on a sustained basis. While the company's moderate
leverage and healthy free cash flow generation should provide
some headroom for discretionary cash outflows, Moody's do not
expects significant debt-financed share buybacks and/ or
acquisitions over the next 12-24 months," says Gunjan Dixit, a
Moody's Vice President -- Senior Credit Officer and lead analyst
for Telenet.

A full list of affected ratings can be found at the end of this
Press Release.

RATINGS RATIONALE

UPGRADE OF CFR TO Ba3 FROM B1

Telenet achieved a healthy 3% growth in its rebased adjusted
EBITDA in 2016 (after 5% in 2015). Despite the expectation of
flat revenue growth in 2017 due to regulatory headwinds and
increased competition, Telenet has guided for a solid mid-single-
digit rebased Adjusted EBITDA growth for 2017 driven by (1)
higher synergies from the BASE acquisition, mainly from migrating
MVNO customers from Orange to the BASE network, (2) lower
integration costs versus 2016, and (3) cost control initiatives.
Telenet's strategic plan is expected to translate into a 5-7%
CAGR in its rebased adjusted EBITDA over the 2015-2018 period.
Moody's believes that this growth should be largely achievable by
Telenet although increasing competition could make it somewhat
challenging.

Telenet has a financial policy of managing the business to a Net
Total Debt to Annualized EBITDA ratio range of 3.5-4.5x. This
ratio stood at 3.5x at the end of 2016 and 3.7x, pro-forma for
the acquisition of SFR Belux. Telenet's shareholder remuneration
policy consists mainly of share repurchases and the company has
authorized EUR60 million of share buyback for the six months
starting 16 February 2017. Moody's notes that EUR15 million has
already been spent under this program since mid-February.

Telenet is 57% owned by Liberty Global plc (Ba3 stable) which has
a more aggressive financial policy than Telenet. Liberty Global
tends to manage its overall group leverage towards the upper end
of its 4.0-5.0x Net Debt/Operating Cash Flow ('OCF' - as
calculated by Liberty Global) corridor. Moody's recognizes that
Telenet's leverage has been steadily lower compared to Liberty's
other credit pools. Even after the acquisition of BASE and pro-
forma for SFR BeLux, the company's leverage (at around 4.4x Gross
Debt/EBITDA as measured by Moody's for the last twelve months
ending 31 December 2016) remains well positioned within the Ba3
rating category. The Ba3 ratings reflect Moody's expectations
that Telenet's adjusted leverage will remain around 4.5x - 5.0x
on a sustained basis.

Telenet should be able to sustain a moderate gross leverage
profile with EBITDA growth provided it does not contemplate
significant debt-funded shareholder returns or acquisitions.
Moody's expects Telenet to remain focused at integrating BASE and
SFR BeLux (subject to regulatory approval) in the near term
before considering any further material acquisitions.

Moody's expects Telenet's reported free cash flow will continue
to remain healthy, supported by (1) strong EBITDA growth helped
by synergies; (2) reduced interest costs due to recent
refinancing transactions; and (3) the introduction of the vendor
financing platform. Cash tax paid is expected to be higher in
2017 compared to 2016 and the accrued capital expenditures
(excluding football broadcasting rights) will also increase to
24% of revenues (compared to 21% in 2016) on the back of
temporary higher investments in the mobile infrastructure which
should be substantially completed by mid-2018.

Telenet's CFR is adequately positioned in the Ba3 category and
reflects (1) the company's strong market position in the overall
Belgian digital TV and broadband markets as well as its leading
market shares for these services in Flanders; (2) the competitive
benefits derived from its technologically advanced cable
networks; (3) the company's solid operating trends and
substantial EBITDA margins.

Ratings are somewhat constrained by (1) the event risk resulting
from potential M&A and the more aggressive financial policy
Telenet's majority shareholder, Liberty Global; and (2) the
potential negative impact on Telenet's operating performance from
the regulators' decision to require cable operators in Belgium to
give wholesale access to their television and broadband services
to alternative providers (like Orange, previously Mobistar) at
retail-minus tariffs (approved by the European Commission in
February 2016). Telenet's ratings also reflect the strong
competition, in particular from incumbent telecommunications
operator Proximus SA de droit public (A1 stable, formerly
Belgacom) and the challenge to hold the continued slow decline in
the company's video customer base.

UPGRADE OF PDR TO Ba3-PD FROM B2-PD

The upgrade of the PDR to Ba3-PD from B2-PD results from the
upgrade of the CFR as well as the change in the family recovery
rate assumption to 50% (from 65%) reflecting the covenant-lite
structure of the bank facilities, and the mix of bank loans and
bonds in the capital structure.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's expectations that
Telenet's operating performance will continue to develop broadly
in line with the company's guidance, supported by an increase in
multiple play, premium entertainment and B2B penetration and over
time by the successful integration of BASE and SFR BeLux.

WHAT COULD CHANGE THE RATING - UP/DOWN

Upward rating pressure could develop if (1) the company's
operating performance is solid; (2) it demonstrates clear
commitment to maintaining its gross debt to EBITDA ratio below
4.25x (as calculated by Moody's) and its Moody's adjusted CFO/
Debt ratio sustainably trends towards 20%; and (3) its Moody's
adjusted free cash flow ("FCF")/ Gross Debt ratio improves
towards 10%. However, upward rating pressure is constrained by
the fact that Telenet is majority owned by Liberty Global, which
has a more aggressive financial policy.

Downward ratings pressure could arise if: (1) Moody's adjusted
Gross Debt/ EBITDA exceeds 5.25x on a sustained basis; (2) the
company experiences a marked deterioration in operating
performance; and (3) Moody's adjusted CFO/ Debt falls to below
12% and/or it begins to generate negative free cash flow (after
capex and dividends) on a sustained basis.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Telenet Group Holding NV

-- LT Corporate Family Rating, Upgraded to Ba3 from B1

-- Probability of Default Rating, Upgraded to Ba3-PD from B2-PD

Issuer: Telenet Finance V Luxembourg S.C.A

-- Senior Secured Regular Bond/Debenture, Upgraded to Ba3 from
B1

Issuer: Telenet Finance VI Luxembourg S.C.A.

-- Senior Secured Regular Bond/Debenture, Upgraded to Ba3 from
B1

Issuer: Telenet Financing USD LLC

-- Senior Secured Bank Credit Facility, Upgraded to Ba3 from B1

Issuer: Telenet International Finance S.ar.l.

-- Senior Secured Bank Credit Facility, Upgraded to Ba3 from B1

-- Backed Senior Secured Bank Credit Facility, Upgraded to Ba3
    from B1

Outlook Actions:

Issuer: Telenet Group Holding NV

-- Outlook, Changed To Stable From Positive

Issuer: Telenet Finance V Luxembourg S.C.A

-- Outlook, Changed To Stable From Positive

Issuer: Telenet Finance VI Luxembourg S.C.A.

-- Outlook, Changed To Stable From Positive

Issuer: Telenet Financing USD LLC

-- Outlook, Changed To Stable From Positive

Issuer: Telenet International Finance S.ar.l.

-- Outlook, Changed To Stable From Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in January 2017.

Headquartered in Mechelen, Belgium, Telenet Group Holding NV is
the largest provider of cable communications services in Belgium.
In FY 2016, the company generated EUR2.4 billion of revenues and
EUR1.1 billion of EBITDA.


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C R O A T I A
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AGROKOR DD: Nears Management-Sharing Deal with Sberbank
-------------------------------------------------------
Jasmina Kuzmanovic and Luca Casiraghi at Bloomberg News report
that the owner of Agrokor d.d. is close to signing a deal with
creditors, led by Sberbank PJSC, to freeze the company's
obligations for six months and guarantee liquidity in return for
letting them share management of Croatia's largest company and
set up a restructuring team.

According to Bloomberg, two people close to the talks on March 28
said should Ivica Todoric fail to sign, he risks losing all
control as the government pushes for a special law on large
companies that would be triggered by bankruptcy, allowing a
government appointee to take over management.
The law will probably be proposed at the cabinet meeting today,
March 30, and may be approved by parliament as early as next
week, Bloomberg discloses.

The talks between Mr. Todoric, creditors and the government aim
to salvage the indebted retailer and food producer, which makes
up about 15% of the country's gross domestic product and whose
collapse would hurt economies and suppliers in Croatia and the
rest of the former Yugoslav region, Bloomberg says.

The people said the government will likely propose that creditors
have a say in the debt restructuring process if the talks with
Mr. Todoric fail and a government-appointed official takes over
the company, Bloomberg notes.

The government is in contact with lenders over the drafting of
the new insolvency law, Bloomberg states.

Sberbank and VTB Bank PJSC hold more than a third of Agrokor's
debt, estimated at EUR3.4 billion (US$3.7 billion), according to
Bloomberg.

Zagreb-based Agrokor is the biggest food producer and retailer in
the Balkans, employing almost 60,000 people across the region
with annual revenue of some HRK50 billion (US$7billion).


AGROKOR DD: Accused of Falsifying Books by VTB Executive
--------------------------------------------------------
Anna Baraulina and Jake Rudnitsky at Bloomberg News report that
an executive at VTB Group, one of Agrokor d.d.'s largest
creditors, accused the Croatian company of having cooked its
books, potentially complicating talks on a restructuring deal.

"The owners and the management of the company, unfortunately,
falsified the reporting over a fairly long period of time,"
Bloomberg quotes VTB's First Deputy Chief Executive Officer
Yuri Soloviev as saying.

An Agrokor spokesman didn't immediately comment on the
allegations when contacted by Bloomberg.  Mr. Soloviev didn't
explain how VTB justified the allegation of false accounting,
Bloomberg notes.

Mr. Soloviev, as cited by Bloomberg, said VTB and other creditors
may still be ready to sign a standstill agreement this week that
would freeze the company's obligations and guarantee liquidity in
exchange for a share of management of Agrokor.

He said VTB, which has about EUR300 million (US$322 million) in
exposure to Agrokor, is considering providing the company with
short-term liquidity to ensure suppliers continue to work with
it, Bloomberg relays.

Sberbank and VTB Bank PJSC hold more than a third of Agrokor's
debt, estimated at EUR3.4 billion (US$3.7 billion), according to
Bloomberg.

Zagreb-based Agrokor is the biggest food producer and retailer in
the Balkans, employing almost 60,000 people across the region
with annual revenue of some HRK50 billion (US$7billion).



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D E N M A R K
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NETS AS: Moody's Assigns Ba2 CFR, Outlook Stable
------------------------------------------------
Moody's Investors Service has assigned a Ba2 corporate family
rating (CFR) and Ba2-PD probability of default rating (PDR) to
Nets A/S (Nets or the company). Concurrently, Moody's has
assigned a provisional (P)Ba2 instrument rating to the EUR350
million senior unsecured notes due 2024 planned to be issued by
Nassa Topco AS, a subsidiary of Nets A/S. The outlook on the
ratings is stable.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final documentation, Moody's will endeavour to
assign a definitive rating to the notes. A definitive rating may
differ from a provisional rating.

Nets will use the proceeds from the notes (1) to partly repay the
EUR485 million term loan due 2019 raised at the time of the
company's initial public offering in September 2016 and (2) to
pay transaction fees.

RATINGS RATIONALE

"The Ba2 CFR reflects (1) the company's resilience of operations
supported by the large volume of transactions which are mostly
recurring in nature, (2) the high barriers to entry related to
the company's presence across the entire payment value chain and
the mission critical nature of its services, (3) the good growth
prospects driven by the ongoing structural shift from cash to
digital based payments, and (4) the good liquidity position with
a strong free cash flow (FCF) generation", says Sebastien
Cieniewski, Moody's lead analyst for Nets. However, these
strengths are counter-balanced by (1) the company's revenue
concentration in the Nordic region, (2) its limited scale of
operations in the context of increasing competition in merchant
acquiring and issuer processing from larger international
players, and (3) Nets' high starting adjusted leverage (adjusted
by Moody's mainly for pensions, operating leases, deferred
considerations, and capitalized development costs) although
Moody's expects rapid de-leveraging from that level over the next
12 months.

Nets operates in the Scandinavian digital payments market which
is expected to benefit from the continued growth of the number of
card transactions and the number of debit and credit transfers at
an estimated 5% and 2% compound annual growth rate (CAGR),
respectively, over the period 2015-2020. Market growth is driven
amongst others by the structural shift from cash to digital-based
payments and the increasing penetration of e-Commerce/m-Commerce.
The recurring nature and large volumes of transactions being
processed provide revenue visibility -- for example in 2016 Nets
processed approximately 7.7 billion card transactions across the
Merchant Services and Financial & Network Services segments.

Moody's expects Nets to grow at least at market rates due to its
high integration into the Nordic payments ecosystem covering the
entire value chain from payment capture and authorization to
processing, clearing and settlement. This assumption is supported
by the company's strong performance in 2015 and 2016 -- above
market rates - with organic sales growing at 6% and 7%,
respectively.

While the geographical concentration of Nets' revenues in
Scandinavia is a rating constraint (Denmark and Norway generated
79% of 2016 group revenues), it is however partly mitigated by
the company's leading market position with long-term customer
relationships in the countries where it operates. Moody's
considers that Nets should be able to defend its leadership
position going forward thanks to (1) the high barriers to entry
into the digital payment processing market driven by significant
investment in development and implementation of the technology
infrastructure, (2) its large distribution network, including
referrals through partnerships with banks and direct salesforce,
(3) the customer stickiness in particular in Financial & Network
Services with high switching costs for bank clients and history
of relatively low churn in Merchant Services, and (4) its track
record of product innovation in order to accommodate evolving
digital payment methods.

Nets' adjusted gross leverage (as adjusted by Moody's mainly for
pensions, operating leases, deferred considerations, and
capitalized development costs) was high at 5.7x as of fiscal year
ending (FYE) 31 December 2016 -- negatively impacted by costs
related to the company's transformation plan amounting to DKK345
million in that year. However, Moody's projects strong de-
leveraging over the next 12 months towards 4.0x -- a level more
commensurate with a Ba2 rating. De-leveraging in 2017 will be
supported by (1) continued revenue growth, (2) moderate EBITDA
margin improvement (as guided by the company to above 36.0% from
35.5% in 2016, (3) the use of excess cash flow for debt
repayment, and (4) a significant reduction in special items
projected by management at DKK120 million compared with DKK345
million in 2016. Moody's assumes that Nets will maintain a
conservative financial policy based on its publicly stated target
of reducing net leverage (as reported by the company) to 2.0x-
2.5x over the medium-term from 3.2x as of the end of 2016.

Moody's considers that Nets benefits from a good liquidity
position as of FYE 2016 including own cash of DKK703 million and
EUR209 million of availability under the EUR475 million revolving
credit facility of which EUR75 million is carved out as an
overdraft facility (undrawn). In addition, Nets has clearing and
overdraft facilities totaling approximately EUR175 million (on a
committed basis), of which EUR12 million was drawn as of FYE
2016, available for the members of the group which are
responsible for clearing activities. Liquidity will be further
supported by the group's strong FCF generation, which Moody's
projects at well above DKK1.0 billion per annum (excluding
clearing working capital), and that the rating agency expects
will be partly used to reduce the outstanding debt.

The Ba2-PD PDR, at the same level as the CFR, reflects Moody's
assumption of a 50% family recovery rate typically used for
structures including a mix of bank debt and bonds. The EUR350
million notes, the EUR485 million term loan due 2019, the EUR485
million term loan due 2021, and the EUR475 million revolving
credit facility due 2021 rank pari passu and benefit from
guarantees on a senior unsecured basis from operating
subsidiaries accounting as of FYE 2016 for 78%, 77%, and 88% of
the group's revenues, EBITDA, and assets, respectively. The notes
are rated Ba2, at the same level as the CFR, in the absence of
any significant non-debt liabilities ranking ahead or behind.

The outlook on all ratings is stable. This reflects Moody's
expectation that Nets will continue to report revenue growth and
EBITDA margin improvement while maintaining a prudent financial
strategy based on its dividend policy of distributing 20%-30% of
net income to be paid from 2018 and limiting the scale of its
acquisitions.

WHAT COULD CHANGE THE RATING - UP/DOWN

Positive pressure on the ratings could arise if (1) Nets
experiences continued revenue growth such that the company
increases its scale and geographic diversity while further
enhancing its profitability; (2) adjusted leverage trends towards
3.0x; (3) FCF-to-debt (excluding changes in clearing working
capital) stays in the mid- to high-teens; and (4) the company
maintains a good liquidity position and a conservative financial
policy.

On the other hand, negative pressure could arise if (1) Nets
experiences pressure on its revenues or margins; (2) the company
fails to reduce its adjusted leverage to below 4.5x in the next
18 months; (2) FCF-to-debt (excluding changes in clearing working
capital) remains below 10% on a sustained basis; (3) the
liquidity position deteriorates; and/or (4) the company adopts a
more aggressive financial policy.

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

Headquartered in Copenhagen, Denmark, Nets is the largest pan-
Nordic payments processor focusing on Norway, Denmark, Finland,
and Sweden, and second largest in Europe. Nets generated revenues
of DKK7,385 million and EBITDA before special items (company
reported) of DKK2,619 million in FY 2016. Nets is present at
various points in the digital value payment chain by providing
the merchant solution, acquiring the transactions, clearing and
processing the transactions for issuers. The company operates
through three business divisions: Merchant Services (31% of 2016
net revenues), Financial & Network Services (31%), and Corporate
Services (38%). In September 2016, Nets A/S listed its share
capital on the Nasdaq Copenhagen stock exchange.


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F R A N C E
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NOVARTEX SAS: Fitch Lowers Long-Term Issuer Default Rating to 'C'
-----------------------------------------------------------------
Fitch Ratings has downgraded French apparel and footwear retail
group Novartex SAS's (Vivarte) Long-Term Issuer Default Rating
(IDR) to 'C' from 'CC'. At the same time, the agency has placed
Vivarte SAS's super senior debt instrument rating of 'CCC-' on
Rating Watch Positive (RWP) and affirmed Novarte SAS's reinstated
debt at 'C'/RR6 (0%).

The IDR downgrade to 'C' follows Vivarte's public announcement of
a debt restructuring plan that Fitch views as a distressed debt
exchange (DDE) event. Following its DDE criteria, Fitch will
downgrade the IDR to Restricted Default ('RD') upon the
completion of the debt restructuring. Fitch will likely assign an
appropriate IDR for the issuer's post-exchange capital structure,
risk profile and prospects.

The IDR will reflect Fitch's assessment of Vivarte's new
corporate governance, liquidity sources available to fund its
turnaround plan and the certainty of near-term material progress
in EBITDA generation. The Instrument rating on Novarte SAS's
reinstated debt will likely be withdrawn if it is exchanged into
equity in its entirety, while the surviving super senior debt
instrument may benefit from the post-restructuring capital
structure and EBITDA profile.


KEY RATING DRIVERS

Debt Restructuring: The debt restructuring agreement includes the
full conversion of Novarte SAS's reinstated debt (EUR846 million
including PIK interests) into equity and the extension of the
maturity of the remaining debt ("new money"; EUR574 million as of
December 31, 2016 including PIK interests) by two years. Any
anticipated writedown is consistent with a 'C' rating, the
definition of which includes the formal announcement of a
distressed debt exchange.

Expected Debt Recoveries: Novarte SAS's reinstated debt
'C'/'RR6'/0% rating reflects expected full writedown through the
debt restructuring. Fitch anticipates withdrawing this rating
when the instrument's conversion to equity is completed. The RWP
on the super senior debt instrument rating reflects Fitch's view
that its Recovery Rating could be in the 'RR4' range (implying no
notching from the IDR) and Novartex SAS's post-restructuring IDR
not lower than 'CCC'.

Reduced Enterprise Value: A Recovery Rating of 'RR4' would result
from slightly lower post-restructuring EBITDA and distressed
multiple than the ones used in Fitch previous analysis (EUR90
million post distress sustainable EBITDA down from EUR100
million, and 4.5x multiple down from 5.0x). Fitch revised
assumptions result from the group's smaller scale after asset
disposals and store closures, as well as the likely loss of
attractiveness among potential buyers following recurring
turnaround failures.


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G E O R G I A
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GEORGIA: High Average Growth Rates Support Moody's Ba3 Rating
-------------------------------------------------------------
Moody's Investors Service says that Georgia's Ba3 rating is
supported by high average growth rates, strong and improving
institutions and a relatively moderate debt burden. Credit
challenges include low GDP per capita, a small economy, external
vulnerability, including a high proportion of foreign currency
public and private debt, and geopolitical risks.

Moody's conclusions are contained in its just-released credit
analysis titled "Government of Georgia - Ba3 Stable" and which
examines the sovereign in four categories: economic strength,
which is assessed as "low (+)"; institutional strength "high
(-)"; fiscal strength "moderate"; and susceptibility to event
risk "moderate (+)".

The report constitutes an annual update to investors and is not a
rating action.

Georgia's economy is small relative to other Moody's-rated
sovereigns and Ba peers, and as such more exposed to shocks since
there is less scope for certain sectors or regions to offset
negative shocks.

Shock absorption capacity is also constrained by Georgia's low
income levels. GDP per capita -- at purchasing power parity (PPP)
terms -- of $9,591 was below the median for Ba-rated sovereigns
in 2015.

The stable outlook on Georgia's rating reflects a balance between
upward and downward pressures. Negative pressures stem from a
deterioration in economic and fiscal metrics -- mainly lower
growth, high current account deficits, and an increase in
external debt -- owing to slower regional growth and currency
depreciation.

Upwards pressures come from a strong and improving institutional
framework, which is bolstered by the Association Agreement (AA)
and Deep and Comprehensive Free Trade Agreement (DCFTA) with the
EU. In addition, Georgia has growing access to a diverse set of
markets through various trade agreements, which will maintain FDI
levels at close to 10% of GDP and will likely increase exports
and economic growth in the medium term.

Upward pressure on Georgia's rating could develop if external
vulnerabilities posted by high current account deficits and
external debt decline. Such an improvement could be driven in
particular by its AA/DCFTA with the EU. Further progress on
institutional reforms that lead to an improvement in medium-term
growth prospects or improved government debt metrics would also
be credit positive.

Downward pressure on the rating could develop from an increase in
external vulnerability risks or geopolitical risks, as well as if
growth levels were to decline to very low or negative levels. A
deterioration in fiscal metrics could also put downward pressure
on the rating.


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


DEUTSCHE BANK AG: S&P Affirms BB+ Subordinated Debt Rating
----------------------------------------------------------
S&P Global Ratings took various rating actions on four
systemically important German banks -- Commerzbank AG, Deutsche
Bank AG, Deutsche Pfandbriefbank AG (PBB), and UniCredit Bank
AG -- as well as several of their subsidiaries.  S&P has also
removed all counterparty credit and issue ratings on these banks
from CreditWatch, where S&P placed them on Dec. 15, 2016.

S&P has raised by up to two notches or affirmed its long-term
counterparty credit rating on Commerzbank, Deutsche Bank, PBB,
and UniCredit Bank.  At the same time, S&P raised or affirmed its
ratings on 91 issues that S&P will continue to treat as senior
unsecured debt, and lowered by up to two notches S&P's ratings on
333 instruments that S&P reclassified as senior subordinated
debt, that were issued by these banks.

Specially, S&P has:

   -- Raised its long-term rating on Commerzbank to 'A-' from
      'BBB+' and affirmed its 'A-2' short-term rating.  The
      outlook is negative.  As a result, S&P has raised to 'A-'
      from 'BBB+' its issue ratings on 46 of Commerzbank's senior
      unsecured issues, and lowered its ratings to 'BBB' from
      'BBB+' on 102 other issues S&P reclassified as senior
      subordinated.

   -- Raised S&P's long-term rating on Deutsche Bank to 'A-' from
      'BBB+' and affirmed its 'A-2' short-term rating.  The
      outlook is negative.  Accordingly, S&P has raised to 'A-'
      from 'BBB+' its issue ratings on 27 of Deutsche Bank's
      senior unsecured issues, and lowered S&P's ratings to
      'BBB-' from 'BBB+' on 128 other issues S&P reclassified as
      senior subordinated.

   -- Raised S&P's long-term rating on PBB to 'A-' from 'BBB' and
      affirmed its 'A-2' short-term rating.  The outlook is
      negative.  Likewise, S&P has raised to 'A-' from 'BBB' its
      issue ratings on seven of PBB's senior unsecured issues,
      and lowered S&P's ratings to 'BBB-' from 'BBB' on 41 other
      issues S&P reclassified as senior subordinated.

   -- Affirmed S&P's 'BBB/A-2' long- and short-term ratings on
      UniCredit Bank.  The outlook is developing.  At the same
      time, S&P affirmed its 'BBB' issue ratings on 11 of
      UniCredit Bank's senior unsecured issues, and lowered S&P's
      ratings to 'BBB-' on 62 other issues S&P reclassified as
      senior subordinated.

                             RATIONALE

The rating actions represent the finalization of S&P's industry
wide review of German bank senior unsecured debt in light of a
German law that, as of Jan. 1, 2017, retroactively turned certain
long-term standard senior unsecured bonds into subordinated
instruments in a resolution and liquidation.  Accordingly, S&P's
reclassified affected instruments as senior subordinated debt,
after S&P resolved its related CreditWatch placements on nine
German banks last month.

S&P has now also reviewed the terms and conditions for each of
the four systemically important banks' rated senior unsecured
issues and reclassified them as senior subordinated debt where
appropriate.  For the senior subordinated instruments, the
starting point for the issue ratings is the lower of the bank's
stand-alone credit profile (SACP) and long-term counterparty
credit rating.  S&P then deduct one notch for subordination,
given that the starting point for rating all four banks is 'bbb-'
or higher.  This rating construct matches S&P's approach with
what it sees as equivalent instruments in other countries, such
as senior debt issued by Swiss, U.K., and U.S. nonoperating
holding companies and senior nonpreferred bonds issued by French
banks.

S&P's understanding of the instruments' legal status reflects the
interpretation guide prepared jointly by the German regulator
(BaFin), the German central bank, and the German resolution
authority, on the classification of certain liabilities of
institutions that must meet capital requirements regulation
(under insolvency law pursuant to Section 46f 5 to 7 of the
German Banking Act,).  The key characteristics of senior
subordinated instruments are that they are mainly standard, long-
term instruments that have either a fixed coupon or carry a
floating interest rate based on the most common reference rates.
By contrast, instruments that continue to rank pari passu with
other senior unsecured liabilities (such as corporate and
institutional deposits) have structured coupon types (including,
among other features, cap and collar structures) or an original
term that does not exceed 365 days.  S&P continues to rate these
senior unsecured issues in line with the counterparty credit
rating on each bank. S&P understands that German authorities are
currently considering a legislative change that would enable
banks to issue new standard, long-term bonds that rank as senior
unsecured debt.  S&P considers that this would be beneficial for
banks' funding costs and flexibility.

S&P also considered the potential rating implications on
Commerzbank, Deutsche Bank, PBB, and UniCredit Bank from the
significant increase of each bank's buffer of subordinated
instruments that could protect senior creditors in the event of a
resolution.  This is because S&P considers the retroactive legal
alteration on German senior subordinated instruments economically
equivalent to senior subordinated debt that S&P rates in other
European countries.  It also reflects S&P's assessment that a
default on these instruments would not lead to a general default
of the issuing banks, according to German legislation and S&P's
view that these four large German banks are likely to be subject
to a well-defined resolution process in Germany.

For each bank, S&P considered not only the estimated additional
loss-absorbing capacity (ALAC) ratio at end-2016, but also the
likely sustainability of these buffers in the context of S&P's
broader projections of earnings and capitalization.  S&P also
took into account the potential consequences that the banks'
liability profiles and issuance strategies might have for their
funding models and earnings.  Additionally, S&P undertook a
relative assessment of each bank's overall credit strength versus
that of similarly rated domestic and international banks.  On
this basis, Commerzbank, Deutsche Bank, and PBB all merit an 'A-'
long-term rating, in S&P's view, even though they each currently
suffer from subpar profitability.  The negative outlooks on these
three banks reflect the downside risks S&P sees from the possibly
increasing economic risk in Germany and/or the banks' need to
execute fully on their respective restructuring plans.  The
rating actions on certain of the four banks' rated foreign
subsidiaries reflect the action taken on the parent and S&P's
view on whether these subsidiaries would, if needed, likely be
recapitalized through the resolution of the parent.

S&P notes that, in Article 72(b) of the November 2016 draft
regulation amending the European Capital Requirements Regulation,
the European Commission proposed new criteria for instruments
comprising the minimum requirement on own funds and eligible
liabilities (MREL).  S&P understands that a large proportion of
German banks' existing senior subordinated debt likely does not
meet the draft criteria relating to set-off and acceleration
rights and contractual acknowledgement of bail-in risk.  S&P has
included this debt in its ALAC analysis on the assumption that it
will be eligible as MREL under a grandfathering arrangement or
through revisions to Article 72(b).  S&P would revisit its ALAC
analysis if its assumption proves incorrect.

There are no other aspects of S&P's ALAC analysis that are
specific or unique to Germany.  Consistent with S&P's approach in
neighboring countries, S&P has only included instruments issued
under EU law or featuring contractual recognition of bail-in
powers.  For callable issues without coupon step-ups or other
incentives to redeem early, S&P uses the maturity date (not the
call date) as the effective maturity because S&P believes there
will be regulatory oversight of calls.

                          COMMERZBANK AG

S&P has raised its long-term rating on Commerzbank by one notch
to 'A-', mainly due to its materially enlarged ALAC buffer after
the debt reclassification.  S&P believes Commerzbank will
maintain ALAC buffers in the 6%-7% range, comfortably above the
5% threshold for a one-notch uplift.  Considering the materially
increased senior debtholders protection in the event of a
resolution, S&P believes its rating level is in line with
international peers'.  S&P's action also acknowledges the
progress that management has made in restructuring Commerzbank.
While this task is not yet complete and S&P still has some doubts
about its ability to generate sufficient shareholder returns
absent a cyclical recovery, S&P now sees a significantly reduced
risk of setbacks and negative surprises.  Moreover, S&P continues
to assess Commerzbank's unsupported group credit profile (GCP) as
'bbb+', reflecting S&P's unchanged views of its moderate business
position, strong capital and earnings, moderate risk position,
and adequate funding and liquidity.

S&P lowered its ratings on the issues S&P reclassified as senior
subordinated debt to 'BBB', reflecting their status as bail-in
instruments.  S&P uses their unchanged GCP as the starting point
to derive the ratings and subtract one notch for their embedded
subordination.

S&P raised its long-term rating on Commerzbank's Polish
subsidiary mBank by one notch to 'BBB+', reflecting S&P's higher
rating on Commerzbank and S&P's expectation that mBank remains
its strategically important subsidiary.  Accordingly, S&P
affirmed its 'A-2' short-term rating on mBank.

                        DEUTSCHE BANK AG

S&P has raised its long-term rating on Deutsche Bank by one notch
to 'A-', given S&P's expectation that it will maintain an ALAC
buffer above S&P's 8.5% threshold for two notches of uplift.  S&P
has removed the one-notch positive adjustment it previously
included in the rating because S&P considers that the 'A-' rating
correctly positions Deutsche Bank relative to domestic and
international peers.  S&P has reviewed Deutsche Bank's SACP in
light of the equity increase and strategic revisions announced on
March 5, 2017, and continue to assess it at 'bbb'.  S&P believes
these measures underpin Deutsche Bank's balance sheet and address
our previous concerns over its financial strength and ability to
meet future regulatory capital requirements.

The negative outlook reflects the multiyear execution process
required to restructure its operations and S&P's view that it
could encounter setbacks along the way.

                DEUTSCHE PFANDBRIEFBANK (PBB)

S&P has raised its long-term rating on PBB by two notches to 'A-'
for ALAC uplift, reflecting S&P's expectation of a significant
increase of ALAC buffers materially above S&P's 8% threshold for
a two-notch uplift, which is from inclusion of eligible senior
subordinated debt that S&P assess as sustainable over the medium
to long term.  Considering the materially increased senior
debtholders protection in the event of a resolution, S&P believes
the rating level on PBB is in line with international peers'.
S&P's action also acknowledges the progress that management has
made in restructuring PBB.  While the bank remains narrowly
focused on the commercial real estate sector, S&P now sees its
asset quality as solid and note the geographic diversity of its
loan book.  While the bank targets only moderate shareholder
returns (about a 6% return on equity), its profitability appears
likely to remain subpar through end-2018, despite its
satisfactory efficiency, due to currently low interest rates and
the low-activity environment.  S&P also sees some vulnerability
if the economic environment in Germany deteriorates.  Since S&P
continues to assess PBB's GCP at 'bbb' -- based on S&P's views of
its weak business position, strong capital and earnings, moderate
risk position, and adequate funding and liquidity -- S&P lowered
to 'BBB-' its rating on its reclassified senior subordinated
debt, considering a one-notch deduction for subordination.

                       UNICREDIT BANK AG

S&P has affirmed its long-term rating on UniCredit Bank at 'BBB'
on S&P's expectation that the ALAC buffer has increased
significantly to a level above S&P's 5% threshold for a one-notch
uplift, but that it remains uncertain if this ratio is
sustainable over the next two years.  S&P assigned a developing
outlook to UniCredit Bank.  The developing outlook indicates that
S&P could affirm, raise, or lower its ratings on UniCredit Bank
over the next 12-24 months, during which time S&P expects that
the resolution strategy for Italy-based UniCredit Group,
including the level and positioning of bail-in buffers, will
become clear.

As a result, S&P lowered UniCredit Bank's reclassified senior
subordinated debt to 'BBB-', reflecting the unchanged rating on
the bank as the starting point for notching to derive the rating
on senior subordinated debt and minus one notch for its embedded
subordination. S&P continues to assess UniCredit Bank's
unsupported SACP as 'bbb+' and to factor in a one-notch downward
adjustment into S&P's rating to incorporate risks from
interconnectedness with its lower-rated Italian parent.

RATINGS LIST
                             Commerzbank AG

Upgraded; CreditWatch/Outlook Action; Ratings Affirmed
                                 To            From
Commerzbank AG
Counterparty Credit Rating      A-/Neg./A-2  BBB+/Watch Pos./A-2

mBank
Counterparty Credit Rating     BBB+/Neg./A-2 BBB/Watch Pos./A-2

Upgraded; CreditWatch Action
                                     To          From
Commerzbank AG
Senior Unsecured                    A-          BBB+/Watch Dev.
Senior Unsecured                    A-p         BBB+p/Watch Pos.

mFinance France S.A
Senior Unsecured[1]                 BBB+        BBB/Watch Pos.

Downgraded; CreditWatch/Outlook Action
                                     To          From
Commerzbank AG
Subordinated[2]                     BBB         BBB+/Watch Dev.
Subordinated[2]                     cnA         cnA+/Watch Dev.

Ratings Affirmed; CreditWatch Action
                                     To          From
Commerzbank AG
Commercial Paper                    A-2         A-2/Watch Pos.

Commerzbank U.S. Finance Inc.
Commercial Paper[3]                 A-2         A-2/Watch Pos.

Ratings Affirmed
Commerzbank AG
Subordinated                        BBB-

Dresdner Funding Trust I
Junior Subordinated                 BB

Dresdner Funding Trust IV
Subordinated                        BBB-

HT1 Funding GmbH
Junior Subordinated                 BB-

[1]Guaranteed by mBank.
[2]Previously rated as senior unsecured.
[3]Guaranteed by Commerzbank AG.

                           Deutsche Bank AG

Upgraded; CreditWatch/Outlook Action; Ratings Affirmed
                                To             From
Deutsche Bank AG
Counterparty Credit Rating     A-/Neg./A-2   BBB+/Watch. Pos/A-2
Greater China Regional Scale   cnAA-/--      cnA+/Watch Pos/--
Senior Unsecured               A-            BBB+/Watch Dev
Senior Unsecured               A-p           BBB+p/Watch Pos
Certificate Of Deposit         A-            BBB+/Watch Dev

Deutsche Bank Trust Corp.
Deutsche Bank Trust Co. Delaware
Deutsche Bank Trust Co. Americas
Deutsche Bank National Trust Co.
Deutsche Bank Luxembourg S.A.
Deutsche Bank AG (Milan Branch)
Deutsche Bank AG (Madrid Branch)
Deutsche Bank AG (London Branch)
Deutsche Bank AG (Cayman Islands Branch)
Deutsche Bank AG (Canada Branch)
Counterparty Credit Rating     A-/Neg./A-2    BBB+/Watch Pos/A-2

Deutsche Bank Securities Inc.
Counterparty Credit Rating
  Local Currency                A-/Neg./A-2    BBB+/Watch Pos/A-2

Downgraded; CreditWatch/Outlook Action
                                To             From
Deutsche Bank AG
Subordinated[1]                BBB-           BBB+/Watch Dev
Subordinated[1]                cnA-           cnA+/Watch Dev

Ratings Affirmed

Deutsche Bank AG
Turkey National Scale           trAAA/--/trA-1
Subordinated                    BB+
Subordinated                    BB+p
Subordinated                    cnBBB+
Junior Subordinated             B+
Certificate Of Deposit          A-2
Commercial Paper                A-2

Deutsche Bank AG (Cayman Islands Branch)
Commercial Paper                A-2

Deutsche Bank Capital Finance Trust I
Preferred Stock                 BB-

Deutsche Bank Capital Funding Trust VII
Preferred Stock                  B+

Deutsche Bank Contingent Capital Trust II
Preferred Stock[2]               B+

Deutsche Bank Contingent Capital Trust III
Preferred Stock[2]               B+

Deutsche Bank Contingent Capital Trust IV
Preferred Stock[2]               B+

Deutsche Bank Contingent Capital Trust V
Preferred Stock[2]               B+

Deutsche Bank Financial LLC
Commercial Paper[2]              A-2

[1]Previously rated as senior unsecured.
[2]Guaranteed by Deutsche Bank AG.

                        Deutsche Pfandbriefbank AG

Upgraded; CreditWatch Action; Rating Affirmed
                                To            From
Deutsche Pfandbriefbank AG
Counterparty Credit Rating     A-/Neg./A-2   BBB/Watch Pos/A-2

Upgraded; CreditWatch Action
                                To            From
Deutsche Pfandbriefbank AG
Senior Unsecured               A-            BBB/Watch Dev

Downgraded; CreditWatch Action
                                      To                   From
Deutsche Pfandbriefbank AG
Subordinated[1]                      BBB-
BBB/Watch Dev

Ratings Affirmed

Deutsche Pfandbriefbank AG
Subordinated                         BB+
Commercial Paper                     A-2

Hypo Real Estate International Trust I
Preferred Stock[2]                   BB-

[1]Previously rated as senior unsecured.
[2]Guaranteed by Deutsche Pfandbriefbank AG.

                              UniCredit SpA

Outlook Action; Ratings Affirmed; CreditWatch Action
                                 To                   From
UniCredit Bank AG
UniCredit Luxembourg S.A.
Counterparty Credit Rating      BBB/Dev./A-2   BBB/Watch Pos/A-2

UniCredit Bank AG
Senior Unsecured                BBB            BBB/Watch Dev
Subordinated                    BB+            BB+
Short-Term Debt                 A-2            A-2

Downgraded; CreditWatch Action
                                 To             From
UniCredit Bank AG
Subordinated [1]                BBB-           BBB/Watch Dev

Ratings Affirmed

HVB Capital LLC I
Junior Subordinated             BB-

HVB Capital LLC II
Junior Subordinated             BB-

HVB Capital LLC III
Junior Subordinated             BB-

HVB Funding Trust I
Junior Subordinated             BB-

HVB Funding Trust II
Junior Subordinated             BB-

HVB Funding Trust III
Junior Subordinated             BB-

[1]Previously rated as senior unsecured.


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


GREECE: Has Yet to Reach Agreement with Creditors on Bailout
------------------------------------------------------------
Eleni Chrepa and Viktoria Dendrinou at Bloomberg News report
that Greece and its creditors have yet to reach an agreement as
labor and energy market reforms remain among key sticking points
one day before a Euro Working Group meeting deadline.

According to Bloomberg, Greek and European Union officials said
on March 29, while the two sides have covered some ground in the
negotiations aimed at unlocking bailout funds, they are not there
yet.

EU officials are still hopeful an accord is possible by today,
March 30, Bloomberg notes.

EU Commission spokeswoman Annika Breidthardt on March 29 said in
Brussels that she can't confirm there's an agreement between the
two sides, Bloomberg relays.

An accord on the reforms Greece must implement is needed before
the country's bailout monitors can return to Athens next week to
finalize a staff-level agreement ahead of a meeting of euro area
finance ministers on April 7, Bloomberg discloses.  In order for
this to happen, EU officials say the two sides must agree on the
set of economic reforms by today, March 30, when a Euro Working
Group meeting will take stock of the negotiations, Bloomberg
notes.

Greece's second review of its EUR86 billion (US$92 billion)
bailout has been stalled over the past few months due to
differences between the country's government, euro-area creditors
and representatives of the International Monetary Fund, Bloomberg
recounts.



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


NEWGATE FUNDING 2007-1: Fitch Ups Rating on Class Db Tranche to B
-----------------------------------------------------------------
Fitch Ratings has upgraded 16 and affirmed nine tranches of
Newgate Funding Plc Series 2007-1, 2007-2, and 2007-3. A full
list of rating actions is at the end of this rating action
commentary.

The portfolios comprise non-conforming mortgage loans originated
by Mortgages Plc and serviced by Homeloan Management Limited
(RSS2+/RPS1-).

KEY RATING DRIVERS

Improving Asset Performance
Late-stage arrears (loans that have been delinquent over three
months) have decreased by 2.0 and 3.5 percentage points in 2007-1
and 2007-2, respectively, over the last 12 months. This
improvement has been at a faster rate than the UK Non-Conforming
index (less than one percentage point). However, late-stage
arrears range between 15% and 17% of the current portfolio
balances, which is still much higher than Fitch's index, 8.3%.

On the other hand, 2007-3's late-stage arrears have historically
tracked the index more closely (currently at 9.3%). 2007-3's
superior performance is reflected in the performance adjustment
factor (PAF) applied in Fitch's analysis. The PAF compares
cumulative possessions as well as current arrears to expected
defaults. On this basis, the PAF for Newgate 2007-1 and 2007-2 is
more punitive than for 2007-3.

The build-up of credit enhancement resulting from the improving
performance over the last few years is the primary driver of the
upgrades.

Unhedged Transaction
The notes' coupons are linked to LIBOR whereas the assets are
primarily linked to the Bank of England Base Rate (BBR). As there
is no swap in place, the agency has applied a haircut to account
for the potential basis risk between BBR and LIBOR. There is
sufficient excess spread and liquidity available in the
transactions to account for this stress.

Geographical Concentration
The transactions exhibit geographical concentration to the North
East England and Northern Ireland - defined as areas where the
loan count in the portfolio is over twice the regional
population. In line with Fitch criteria, Fitch has applied a 15%
increase to foreclosure frequency to address the concentration.
This additional stress does not have a significant impact on the
ratings.

Pro-rata Amortisation
All three transactions are currently amortising on a pro-rata
basis. However, in 2007-1 and 2007-2 the class A2 notes are
redeemed senior to class A3 notes. The agency has accounted for
this feature in its modelling and it has no impact on the
ratings.

RATING SENSITIVITIES

As a result of the pro-rata amortisation the nominal
subordination for the senior tranches will decrease over time.
Additionally, if reliance on the reserve fund increases
substantially over time it may result in a credit linkage with
the relevant counterparty.

Fitch believes that an unexpected increase in interest rates will
put a strain on borrower affordability, particularly given the
weaker profile of the underlying borrowers in the non-conforming
portfolios, as evidenced by the fairly high level of arrears
despite prevailing low interest rates. If defaults and associated
losses exceed the agency's stresses, the agency may take negative
rating actions.

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

Fitch did not undertake a review of the information provided
about the underlying asset 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, 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.

Fitch has taken the following rating actions:

Newgate Funding Plc Series 2007-1

Class A2 (XS0287752611) affirmed at 'AAsf'; Outlook Stable
Class A3 (XS0287753775) affirmed at 'AAsf'; Outlook Stable
Class Ma (XS0287755713) upgraded to 'A+sf' from 'Asf'; Outlook
Stable
Class Mb (XS0287756877) upgraded to 'A+sf' from 'Asf'; Outlook
Stable
Class Ba (XS0287757255) upgraded to 'BBB+sf' from 'BBBsf';
Outlook Stable
Class Bb (XS0287757412) upgraded to 'BBB+sf' from 'BBBsf';
Outlook Stable
Class Cb (XS0287759624) upgraded to 'BBsf' from 'Bsf'; Outlook
Stable
Class Db (XS0287767304) upgraded to 'B+sf' from 'CCCsf'; Outlook
Stable; Recovery Estimate (RE) at NC
Class E (XS0287776636) affirmed at 'CCCsf'; Outlook Stable; RE at
100%
Class F (XS0287778095) affirmed at 'CCCsf'; Outlook Stable; RE at
100%

Newgate Funding Plc Series 2007-2

Class A2 (XS0304279630) affirmed at 'Asf'; Outlook Stable
Class A3 (XS0304280059) affirmed at 'Asf'; Outlook Stable
Class M (XS0304280133) upgraded to 'Asf' from 'BBB+sf'; Outlook
Stable
Class Bb (XS0304284630) upgraded to 'BBB-sf' from 'BBsf'; Outlook
Stable
Class Cb (XS0304285959) upgraded to 'BBsf' from 'B-sf'; Outlook
Stable
Class Db (XS0304286254) upgraded to 'Bsf' from 'CCCsf'; Outlook
Stable; RE at NC
Class E (XS0304280489) affirmed at 'CCCsf'; RE at 100%
Class F (XS0304281024) affirmed at 'CCCsf'; RE at 100%

Newgate Funding Plc Series 2007-3

Class A2b (XS0329656101) affirmed at 'AAAsf'; Outlook Stable
Class A3 (XS0332288058) upgraded to 'AA+sf' from 'A+sf'; Outlook
Stable
Class Ba (XS0329653934) upgraded to 'BBB+sf' from 'BBBsf';
Outlook Stable
Class Bb (XS0329656366) upgraded to 'BBB+sf' from 'BBBsf';
Outlook Stable
Class Cb (XS0329656523) upgraded to 'BBB-sf' from 'BBsf'; Outlook
Stable
Class D (XS0329654312) upgraded to 'BB+sf' from 'B+sf'; Outlook
Stable
Class E (XS0329655129) upgraded to 'BBsf' from 'B-sf'; Outlook
Stable


TITAN EUROPE 2006-5: Moody's Cuts Rating on Cl. X Notes to Ca(sf)
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class
and affirmed one class of Notes issued by Titan Europe 2006-5
p.l.c.

Moody's rating action is:

-- EUR112.3M A2 Notes, Affirmed Caa3 (sf); previously on
    Dec. 22, 2016 Downgraded to Caa3 (sf)

-- EUR0.05M X Notes, Downgraded to Ca (sf); previously on
    Dec. 22, 2016 Affirmed Caa2 (sf)

Moody's does not rate the Class A3, B, C, D, E, F and Class V
Notes.

RATINGS RATIONALE

The affirmation of the Class A2 Notes is based on its current
recovery expectations. The rating reflects the high likelihood
that interest shortfalls will resume and the tranche will not
repay in full. Additionally, there is high uncertainty around the
recoveries for the Quartier 206 Shopping Centre Loan due to the
lengthy workout period and potential further legal steps by the
borrower. Further delays to the workout process will lead to
higher accrued interest amounts which could impact ultimate
recoveries.

The downgrade of the Class X Notes reflects the updated risk
assessment of the pool following the repayment of the ABC and
Carat Park loans. The Class X Notes reference the underlying loan
pool. As such, the key rating parameters that influence the
expected loss on the referenced loan pool also influence the
ratings on the Class X Notes. The note amount is cash
collateralised. The rating of the Class X Notes is based on the
methodology described in Moody's Approach to Rating Structured
Finance Interest-Only Securities published in October 2015.

Methodology Underlying the Rating Action:

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

The Credit Rating for Class X Notes was assigned in accordance
with Moody's existing Methodology entitled "Moody's Approach to
Rating Structured Finance Interest-Only Securities", dated
October 20, 2015. Please note that on Feb. 27, 2017 Moody's
released a Request for Comment, in which it has requested market
feedback on potential revisions to its Methodology for Structured
Finance Interest-Only Securities. If the revised Methodology is
implemented as proposed, the Credit Rating on the Class X Notes
may be affected. Please refer to Moody's Request for Comment,
titled "Moody's Proposes Revised Approach to Rating Structured
Finance Interest-Only (IO) Securities", for further details
regarding the implications of the proposed Methodology revisions
on certain Credit Ratings.

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

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

Main factors or circumstances that could lead to a downgrade of
the ratings are a decline in the expected recovery proceeds from
the last remaining loan due to a lower property value or higher
than expected accrued interest amounts if the work-out process is
further delayed.

Main factors or circumstances that could lead to an upgrade of
the ratings are an increase in the expected recovery proceeds
from the last remaining loan due to a significantly higher
property value and a short term resolution to the work-out
process.

Quartier 206 Shopping Centre Loan - LTV: 130.7% (Whole)/ 103.7%
(A-Loan); Total Default probability - Defaulted; Expected Loss
30%-40%.


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


BANCA POPOLARE DI VICENZA: Posts EUR1.9-Billion Loss in 2016
------------------------------------------------------------
Reuters reports that Italy's Banca Popolare di Vicenza posted a
EUR1.9 billion (GBP1.60 billion) loss for 2016 and said it was
bleeding deposits, raising doubts over whether regulators will
deem the regional bank viable and approve its request for state
aid.

According to Reuters, Popolare di Vicenza and local peer Veneto
Banca this month asked the Italian government for a bailout,
following in the steps of Italy's fourth-largest lender Monte dei
Paschi di Siena.

The two Veneto-based banks were rescued from bankruptcy less than
a year ago by state-sponsored, privately funded banking industry
bailout fund Atlante, which has pumped EUR3.4 billion into the
two lenders, Reuters recounts.

They are estimated to need another EUR5 billion to stay afloat
but European authorities have yet to declare them solvent and
approve their restructuring plans, Reuters states.

"State intervention appears as the most realistic option to
recapitalise the bank as tapping markets looks hard," Reuters
quotes Popolare di Vicenza as saying.

It said its proposed merger with Veneto Banca -- which still has
to release its 2016 results -- was "indispensable" for its
restructuring, Reuters notes.

Popolare di Vicenza, as cited by Reuters, said losses stemming
mainly from EUR1.1 billion in writedowns of doubtful loans had
pushed its core capital to 8.21% in 2016, below a 10.25%
threshold set by European Central Bank supervisors.

Banca Popolare di Vicenza (BPVi) is an Italian bank. The bank was
the 13th largest retail and corporate bank of Italy by total
assets, according to Mediobanca.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on Mar 21,
2017, Fitch Ratings downgraded Banca Popolare di Vicenza's
(Vicenza) Long-Term Issuer Default Rating (IDR) to 'CCC' from
'B-' and Viability Rating (VR) to 'cc' from 'b-'. The Long-Term
IDR has been placed on Rating Watch Evolving (RWE).

The downgrade of Vicenza's VR to 'cc' reflects Fitch's view that
it is probable that the bank will require fresh capital to
address a material capital shortfall, which under Fitch's
criteria would be a failure.

The downgrade of the Long-Term IDR to 'CCC' reflects Fitch's view
that there is a real possibility that losses could be imposed on
senior bondholders if a conversion or write-down of junior debt
is not sufficient to strengthen capitalisation and if the bank
does not receive fresh capital in a precautionary
recapitalisation.


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


DRYDEN 51: Moody's Assigns (P)B2(sf) Rating to Class F Notes
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
eight classes of notes to be issued by Dryden 51 Euro CLO 2017
B.V.:

-- EUR205,500,000 Class A-1 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aaa (sf)

-- EUR31,579,000 Class A-2 Senior Secured Fixed Rate Notes due
    2031, Assigned (P)Aaa (sf)

-- EUR31,500,000 Class B-1 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aa2 (sf)

-- EUR21,053,000 Class B-2 Senior Secured Fixed Rate Notes due
    2031, Assigned (P)Aa2 (sf)

-- EUR27,000,000 Class C Mezzanine Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)A2 (sf)

-- EUR20,000,000 Class D Mezzanine Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)Baa2 (sf)

-- EUR22,000,000 Class E Mezzanine Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)Ba2 (sf)

-- EUR12,500,000 Class F Mezzanine Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in 2031. The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, PGIM Limited, has
sufficient experience and operational capacity and is capable of
managing this CLO.

Dryden 51 Euro CLO 2017 B.V. is a managed cash flow CLO. At least
90% of the portfolio must consist of senior secured loans and
senior secured bonds. The portfolio is expected to be 80% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

PGIM Limited will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
improved and credit risk obligations, and are subject to certain
restrictions.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR45.25M of subordinated notes, which will not
be rated.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Defaulted obligations will neither be excluded nor carried at the
respective Moody's collateral value (defined as the minimum of
the market value and the Moody's recovery rate assumption) when
used to calculate the maximum exposures for Current Pay
Obligations and the Below-Par Exception. Exposures above such
limits (for Current Pay Obligations at 2.5% and Below-Par
Exceptions at 5%) will be treated as defaulted obligations and
Below-Par Securities respectively. This is not the usual market
practice and could weaken the effectiveness of the principal
coverage tests.

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. PGIM Limited's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modelled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published
October 2016. The cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of the
binomial distribution assumed for the portfolio default rate. In
each default scenario, the corresponding loss for each class of
notes is calculated given the incoming cash flows from the assets
and the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

Moody's used the following base-case modelling assumptions:

Par Amount: EUR400,000,000

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 4.0%

Weighted Average Coupon (WAC): 6.0%

Weighted Average Recovery Rate (WARR): 41%

Weighted Average Life (WAL): 8 years

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. For countries which are not member of the
European Union, the foreign currency country risk ceiling applies
at the same levels under this transaction. Following the
effective date, and given the portfolio constraints and the
current sovereign ratings in Europe, such exposure may not exceed
15% of the total portfolio. As a result and in conjunction with
the current foreign government bond ratings of the eligible
countries, as a worst case scenario, a maximum 15% of the pool
would be domiciled in countries with A3 local or foreign currency
country ceiling. The remainder of the pool will be domiciled in
countries which currently have a local or foreign currency
country ceiling of Aaa or Aa1 to Aa3. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class as further described
in the methodology. The portfolio haircuts are a function of the
exposure size to peripheral countries and the target ratings of
the rated notes and amount to 2.00% for the Class A-1 and A-2
Notes, 1.25% for the Class B-1 and B-2 Notes, 0.50% for the Class
C Notes and 0% for Classes D, E, and F Notes.

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the provisional ratings assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on each of the rated notes (shown in terms of the
number of notch difference versus the current model output,
whereby a negative difference corresponds to higher expected
losses), holding all other factors equal.

Percentage Change in WARF: WARF + 15% (to 3220 from 2800)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2 Senior Secured Fixed Rate Notes: 0

Class B-1 Senior Secured Floating Rate Notes: -2

Class B-2 Senior Secured Fixed Rate Notes: -2

Class C Mezzanine Secured Deferrable Floating Rate Notes: -2

Class D Mezzanine Secured Deferrable Floating Rate Notes: -2

Class E Mezzanine Secured Deferrable Floating Rate Notes: 0

Class F Mezzanine Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: -1

Class A-2 Senior Secured Fixed Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes: -3

Class B-2 Senior Secured Fixed Rate Notes: -3

Class C Mezzanine Secured Deferrable Floating Rate Notes: -4

Class D Mezzanine Secured Deferrable Floating Rate Notes: -2

Class E Mezzanine Secured Deferrable Floating Rate Notes: -1

Class F Mezzanine Secured Deferrable Floating Rate Notes: 0

Further details regarding Moody's analysis of this transaction
may be found in the upcoming pre-sale report, available soon on
www.moodys.com.

Methodology Underlying the Rating Action:

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


HALCYON STRUCTURED 2007-I: Moody's Cuts Cl. E Notes Rating to B1
----------------------------------------------------------------
Moody's Investors Service has taken a variety of rating actions
on the following notes issued by Halcyon Structured Asset
Management European CLO 2007-I B.V.:

-- EUR36M Class C Notes, Upgraded to Aa2 (sf); previously on Jun
    16, 2016 Upgraded to Aa3 (sf)

-- EUR22.5M (current outstanding balance of EUR13.9M) Class E
    Notes, Downgraded to B1 (sf); previously on Jun 16, 2016
    Affirmed Ba3 (sf)

Moody's has also affirmed the ratings on the following notes:

-- EUR90M (current outstanding balance of EUR27.4M) Class A2
    Notes, Affirmed Aaa (sf); previously on Jun 16, 2016 Affirmed
    Aaa (sf)

-- EUR51M Class B Notes, Affirmed Aaa (sf); previously on
    Jun 16, 2016 Upgraded to Aaa (sf)

-- EUR37.5M Class D Notes, Affirmed Ba1 (sf); previously on Jun
    16, 2016 Affirmed Ba1 (sf)

Halcyon SAM European CLO 2007-I B.V., issued in May 2007, is a
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by
Halcyon Structured Asset Management L.P. The transaction's
reinvestment period ended in July 2013.

RATINGS RATIONALE

The upgrade on the Class C notes is primarily a result of the
deleveraging of the senior notes following amortisation of the
underlying portfolio since the last rating action in June 2016.
Class A1 notes and the Variable Funding Notes have been fully
redeemed, Class A2 notes were paid down by EUR62.6 million or
69.6% of their original balance. As a result of this
deleveraging, the OC ratios have increased for Classes A, B, C, D
and E notes. According to the January 2017 trustee report the OC
ratios of Classes A, B, C, D and E are 640.1%, 223.6%, 153.2%,
115.4% and 105.7% compared to 237.7%, 162%, 132.2%, 111% and
104.3% respectively in April 2016.

The downgrade on Class E notes rating is a result of the
worsening credit quality of the portfolio. The credit quality has
deteriorated as reflected in the deterioration in the average
credit rating of the portfolio (measured by the weighted average
rating factor, or WARF) and an increase in the proportion of
defaulted securities. According to the trustee report dated
January 2017, the WARF was 3514, compared with 3218 as of April
2016. The defaulted securities make up approximately EUR9.2
million, versus EUR1.1 million in April 2016.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analysed the underlying collateral pool as having
principal proceeds balance of EUR16.1 million, a performing par
of EUR147.3 million and GBP6.6 million, defaulted par of EUR26.2
million, a weighted average default probability of 24.6% over a
3.5 year weighted average life (consistent with a WARF of 3824),
a weighted average recovery rate upon default of 44.6% for a Aaa
liability target rating, a diversity score of 16 and a weighted
average spread of 4.1% and weighted average coupon of 4.4%.


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

Methodology Underlying the Rating Action:

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

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

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

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

Additional uncertainty about performance is due to the following:

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

* Around 25.7% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates. As part of its base case, Moody's has stressed
large concentrations of single obligors bearing a credit estimate
as described in "Updated Approach to the Usage of Credit
Estimates in Rated Transactions" published in October 2009 and
available at
http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_120461.

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

* Foreign currency exposure: The deal has around 4.0% exposures
to non-EUR denominated assets. Volatility in foreign exchange
rates will have a direct impact on interest and principal
proceeds available to the transaction, which can affect the
expected loss of rated tranches.

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


PLAYA RESORTS: Moody's Rates Proposed $530MM Sec. Term Loan 'B2'
----------------------------------------------------------------
Moody's Investor Service assigned a B2 rating to Playa Resorts
Holding B.V.'s proposed 7-year $530 million secured term loan and
a B2 rating to Playa's proposed 5-year $100 million revolving
credit facility. The rating outlook is stable.

The ratings of Playa's secured term loan and revolving credit
facility are one notch above the company's B3 corporate family
rating, reflecting its collateral coverage and lower expected
loss relative to the unsecured debt. The company will use the
proceeds of the term loan to refinance existing debt and for
general corporate purposes. The revolving credit facility will be
used for working capital and other general corporate purposes.

RATINGS RATIONALE

Playa's ratings reflect the company's high leverage for the
rating category, its operation in a highly cyclical industry with
intense completion and its small operating scale relative to
global industry peers and its geographic and segment
concentration which makes it vulnerable to economic cycles. The
ratings also reflect the good quality of the properties in
Playa's portfolio, the company's experienced senior management
team, and Hyatt's (Baa2 stable) participation as a shareholder.
The access to Hyatt's widely recognized brand name, distribution
channels, and loyalty program is a positive for Playa's
positioning strategy and growth. The rating also reflects Moody's
expectations that Playa's liquidity will continue to be adequate
as the company will be able to fund through internally generated
cash flow all basic cash obligations.

The proposed transaction will improve Playa's debt maturity
profile and liquidity. Playa's leverage will be modestly affected
from the transaction as it will add around $52 million in debt to
the company's balance sheet. Pro-forma for the disbursement of
the term loan and debt refinancing, Playa's debt/EBITDA, as
adjusted by Moody's, is 6.4 times (up from 6.1 times as of
December 31, 2016). The company will focus to reduce net
debt/EBITDA towards 3-3.5 times in 2018-2019 as per its target
leverage policy. Playa's liquidity profile is adequate. Playa
reported cash on hand of $34 million as of December 31, 2016
which can cover over 7 times its short-term debt. The company
will keep $34 million in cash from the proceeds of the term loan
which will strengthen its liquidity position. In addition,
Playa's liquidity is further supported by the new $100 million 5-
year revolving credit facility that is fully available.

Playa's operation has improved over the last years. With
occupancy at 81.2% in 2016, the company's ADR and RevPAR have
shown steady growth since 2013. ADR has increased to $241 in 2016
from $192 in 2013. Similarly, RevPAR grew to $195 in 2016 from
$156 in 2013. The company forecasts ADR and RevPAR to increase
during 2016-2022 at a CAGR of 3.8% and 4.2%, respectively, with
occupancy improving to 83% in 2018-2022. Playa ended in 2015 a
redevelopment plan of four hotels which will increase its EBITDA
generation as they are still ramping up. These hotels will add
around $80-$90 million EBITDA per year in 2018-2022 to Playa's
consolidated EBITDA.

Going forward, international tourism in Mexico will benefit from
the open skies agreement signed in late 2016 between Mexico and
the US, the strong US dollar vs the Mexican Peso, and the
economic growth of the US. Moody's expects the US GDP to grow
2.4% in 2017 and 2.5% in 2018. Playa will also benefit from the
still relatively low supply pipeline in its primary markets in
the Yucatan peninsula and Dominican Republic, as well as from its
new partnership with Panama Jack for an exclusive licensing
agreement that will help improve Playa's ADRs. In addition, the
company has five resorts managed by third party with contracts
expiring between 2017 and 2022. As Playa takes over the
management of those assets, its profitability will benefit from
savings of management fees.

The stable rating outlook reflects Moody's expectations that, now
that the company has concluded its brand conversion and
repositioning plan, it will be able to achieve its projected
growth while improving its operating and credit metrics. The
outlook also reflects Moody's expectation that the company will
maintain adequate liquidity.

The ratings could be upgraded if Playa's operating margin
increases above 13% and its credit metrics improve with adjusted
debt/EBITDA approaching to 6 times and EBIT/interest expense
above 1.5 times on a sustainable basis.

The ratings could be downgraded if the company's projected growth
plan is hampered, for example, by a weak macroeconomic
environment, such that its profitability or credit metrics
deteriorate with operating margin declining below 10% or adj.
debt/EBITDA remaining above 6.5 times without a clear path to
reduce leverage.

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

Based in Amsterdam, Playa Resorts Holding, B.V. is a wholly owned
subsidiary of Playa Hotels & Resorts, B.V., a hotel owner and
operator that through a leveraged finance transaction in 2013
acquired some hotels in Mexico and the Caribbean. Since then, the
company owns and operates 13 hotels and 6,142 rooms located in
Mexico, Dominican Republic, and Jamaica. Playa's main
shareholders include Farallon Capital Management (unrated), an
investment management firm, and Hyatt Hotels Corporation (Baa2
stable), which together own an approximate 41% equity interest in
the company. Playa reported revenues of $509 million in 2016.


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



RUSSIA: Obtains Favorable Ruling in Crimea Dispute
--------------------------------------------------
Jeremy Hodges at Bloomberg News reports that Russia won an early
verdict in a London lawsuit that may force Ukraine to repay part
of a defaulted US$3 billion bond, in a dispute that extended the
battle over Russia's annexation of Crimea into a U.K courtroom.

According to Bloomberg, Judge William Blair threw out all of
Ukraine's arguments on March 29, saying he was at pains to
distinguish between the law and the "troubling" political
background.  He ruled the case shouldn't go to a full trial but
gave Ukraine the right to appeal, Bloomberg discloses.

The loss of the fertile Crimean region and the Russian-backed
revolt in the east had pushed Ukraine to the brink of bankruptcy,
forcing it to seek an international bailout, Bloomberg notes.

Russia refused to take part in a US$15 billion debt restructuring
that Ukraine reached with foreign bondholders including Franklin
Templeton in 2015, Bloomberg recounts.  It filed the London
lawsuit to force Ukraine to repay the defaulted US$3 billion
bond, plus nearly US$700,000 in interest for every additional day
of default, Bloomberg relays.

"It would not be right to order the case to go to full trial in
such circumstances," Judge Blair, as cited by Bloomberg, said in
a summary of his ruling on March 29.

Russia sees the ruling as final, the finance ministry said in a
statement on its website on March 29, adding that Ukraine is now
obliged to repay its debts, Bloomberg notes.

Ukraine won't have to repay any of the defaulted bond until at
least after the next court hearing, which is scheduled to occur
within two months, Bloomberg relays, citing lawyers for both
sides.


VSK INSURANCE: Fitch Affirms BB- IFS Rating, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Russia-based VSK Insurance Joint Stock
Company's (VSK) Insurer Financial Strength (IFS) rating at 'BB-'.
Fitch has also published VSK's Issuer Default Rating (IDR) of
'BB-'. The Outlooks are Stable.

KEY RATING DRIVERS
The ratings reflect VSK's strong operating profitability,
supported by investment returns, and the adequate quality of its
investment portfolio. The ratings are negatively impacted by the
insurer's weak risk-adjusted capital position and its high
exposure to a single line with a deteriorating loss ratio (motor
third party liability insurance; MTPL), somewhat weak liquidity
position and limited financial flexibility. The alignment of the
IFS rating and the IDR reflects the soft cap of "Average" for
recovery assumptions which Fitch applies for Russia.

Significant net profit generation over 2016 increased the
company's available capital, partially offset by higher target
capital as a result of an increase in net premiums. VSK's risk-
adjusted capital position, measured by Fitch's Prism factor-based
model, remained in the 'weak' category based on preliminary 2016
results. In terms of regulatory requirements VSK's statutory
solvency margin, assessed similarly to Solvency I principles, was
197% at end-2016, slightly higher than 193% at end-1H16.

In 2016 VSK's profitability remained robust, with return on
equity at 30% based on unaudited IFRS figures, in line with 32%
reported in 2015. The net result for 2016 was significantly
underpinned by a historically strong investment component and to
a lesser extent, by a positive underwriting result.

The company's combined ratio improved to 93.6% in 2016 based on
provisional IFRS figures, down from 100.9% in 2015. This was
mainly driven by a decrease in the loss ratio (excluding
subrogation income) to 58.1% in 2016 from 65.4% in 2015. This
reduction in the loss ratio was due to the voluntary motor damage
line and to a lesser extent the non-motor lines, which together
accounted for 60% of net written premiums in 2016.

The company remains highly concentrated in MTPL business. The
MTPL line accounted for 40% of net written premiums in 2016 and
the loss ratio (including claims handling expenses) was 80.2% in
2016 based on an internal actuarial assessment, down from 82.6%
in 2015. This fact is magnified in light of VSK's recently
announced plans to acquire VTB insurance's compulsory MTPL
business, with the size of the portfolio being acquired expected
to be around 3% to 4% of VSK's total existing business by
reserves as at end-2016. However, as the portfolio is in run-off,
Fitch does not expect this acquisition to lead to a long-term
shift in business mix.

VSK's liquidity position remains weak, but is gradually
improving, with the provisional end-2016 liquid assets-to-net
technical reserves ratio at 91%, versus 85% at end-2015. The
average credit quality of VSK's investment portfolio is strong
for the rating. Fitch considers the company's financial
flexibility to be limited, as the majority shareholder has a
limited ability to support the company in case of need.

RATING SENSITIVITIES

A downgrade could be triggered by increased exposure to MTPL,
further deterioration of the loss ratio, or a weakening of VSK's
operating performance leading to capital erosion as measured by
Fitch's Prism FBM. A downgrade may also result from material
deterioration in investment or liquidity risks.

An upgrade could be triggered by a profitable diversification of
the insurance portfolio, or notable strengthening of VSK's risk-
adjusted capital position, although Fitch considers the latter as
a remote prospect over the medium term.


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


FONCAIXA FTGENCAT 5: S&P Raises Rating on Class C Notes to 'B'
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Foncaixa FTGENCAT
5, Fondo de Titulizacion de Activos' class B and C notes.  At the
same time, S&P has affirmed its ratings on the class AG and D
notes.

S&P has used data from the December 2016 servicer report and the
January 2017 payment date report to perform its credit and cash
flow analysis, and S&P has applied its European small and midsize
enterprise (SME) collateralized loan obligation (CLO) criteria
and S&P's current counterparty criteria.

                          CREDIT ANALYSIS

Foncaixa FTGENCAT 5 is a single-jurisdiction cash flow CLO
transaction securitizing a portfolio of SME loans that CaixaBank
S.A. originated in Spain.  The transaction closed in November
2007.

The underlying portfolio is relatively seasoned with a pool
factor (percentage of the pool's outstanding aggregate principal
balance compared with the closing date) of about 27%.  According
to the servicer reports, cumulative defaults of 12 months account
for 8.12% of the closing pool balance, up from 7.60% in S&P's
January 2016 review.

The reserve fund, initially funded by the issuance of the class D
notes, is currently below its required amount of EUR26.5 million
with its current balance of EUR18.9 million equating to 6.94% of
the class AG, B, and C notes' current balance.  Although the
current note balance represents less than half of their original
balance, which could lead to the reserve fund amortizing, the
current required amount is equal to the original amount due to
the breach of the arrears ratio trigger.

S&P has applied its European SME CLO criteria to determine the
scenario default rate (SDR) -- the minimum level of portfolio
defaults that S&P expects each tranche to be able to withstand at
a specific rating level using CDO Evaluator.  To determine the
SDR, S&P adjusted the archetypical European SME average 'b+'
credit quality to reflect two factors (country and originator,
and portfolio selection adjustments).

Under S&P's criteria, it ranks the originator in this transaction
in the moderate category.  Taking into account Spain's Banking
Industry Country Risk Assessment (BICRA) score of 5 and the
originator's average annual observed default frequency, S&P has
applied a downward adjustment of one notch to the 'b+'
archetypical average credit quality.

Given that there are no major differences in the creditworthiness
of the securitized portfolio compared with the originator's
entire SME loan book, S&P did not perform further adjustments to
the average credit quality.  As a result, S&P's average credit
quality assessment of the portfolio was 'b', which it used to
generate its 'AAA' SDR.

S&P has calculated the 'B' SDR based primarily on its analysis of
historical SME performance data and S&P's projections of the
transaction's future performance, taking into account the
increased cumulative defaults since S&P's previous review.  S&P
has reviewed the originator's historical default data, and
assessed market developments, macroeconomic factors, changes in
country risk, and the way these factors are likely to affect the
loan portfolio's creditworthiness.  S&P interpolated the SDRs for
rating levels between 'B' and 'AAA' in accordance with its
European SME CLO criteria.

                        RECOVERY RATE ANALYSIS

S&P applied a weighted-average recovery rate (WARR) at each
liability rating level by considering the asset type and its
seniority, the country recovery grouping, and the observed
historical recoveries in this transaction.  S&P's recovery
assumptions remain unchanged since its previous review.

                           COUNTRY RISK

S&P has not performed its rating above the sovereign analysis in
this review because S&P's rating on the most senior class of
notes in this transaction is below the long-term rating on the
Kingdom of Spain (BBB+/Stable/A-2.

                        COUNTERPARTY RISK

The transaction benefits from credit support provided by the swap
provider, CaixaBank (BBB/Positive/A-2).  The swap provider hedges
interest rate risk, covers the weighted-average coupon on the
notes, guarantees a spread of 50 basis points, and pays servicer
replacement servicing fees.  Given that the issuer did not
replace CaixaBank when it became an ineligible counterparty under
the documentation, S&P do not give credit to the swap provider in
rating scenarios that are above the long-term rating on
CaixaBank. To achieve a rating above the long-term rating on
CaixaBank, the rated notes would therefore need to withstand
S&P's cash flow stress scenarios without giving any benefit to
the swap provider. As a result, S&P's ratings on both the class
AG and B notes are 'BBB (sf)'.  The class B notes are highly
dependent on the swap benefit and would likely be affected by any
rating action on the swap counterparty.

                        CASH FLOW ANALYSIS

S&P used the reported portfolio balance that it considered to be
performing, the principal cash balance, the current weighted-
average spread, and the weighted-average recovery rates that S&P
considered to be appropriate.  S&P subjected the capital
structure to various cash flow stress scenarios, incorporating
different default patterns and timings and interest rate curves,
to determine the rating level, based on the available credit
enhancement for each class of notes under S&P's European SME CLO
criteria.

The class AG notes have slightly paid down since S&P's previous
review (EUR234.9 million from EUR293.3 million).  The
amortization of these notes has increased the available credit
enhancement for all rated classes of notes.

                         RATING RATIONALE

Based on S&P's credit and cash flow analysis, it considers the
available credit enhancement for the class B and C notes to be
commensurate with higher ratings than those currently assigned.
S&P has therefore raised to 'BBB (sf)' from 'B+ (sf)' and to
'B (sf)' from 'CCC+ (sf)' its ratings on the class B and C notes,
respectively.  S&P's cash flow analysis and the application of
its  current counterparty criteria also indicate that the
available credit enhancement for the class AG and D notes is
commensurate with their currently assigned ratings.  S&P has
therefore affirmed its 'BBB (sf)' and 'D (sf)' ratings on the
class AG and D notes, respectively.

RATINGS LIST

Class             Rating
            To             From

Foncaixa FTGENCAT 5, Fondo de Titulizacion de Activos
EUR1.027 Billion Floating-Rate Notes

Ratings Raised

B         BBB (sf)         B+ (sf)
C         B (sf)           CCC+ (sf)

Ratings Affirmed

AG        BBB (sf)
D         D (sf)


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


RPV COMPANY 2016-1: S&P Suspends 'BB' Rating on Repack Notes
------------------------------------------------------------
S&P Global Ratings suspended its 'BB' long-term credit rating on
RPV Company's series 2016-1 notes.  S&P has suspended its rating
on the notes due to lack of information.  S&P assigned final
ratings in December 2016, but the transaction did not execute the
final terms and conditions.  The suspension is for up to 30 days,
pending the receipt of further information.  Failure to receive
sufficient, reliable, and timely information during the
suspension will likely result in S&P's withdrawal of the affected
rating.

RPV Company's series 2016-1 is a repack transaction of Garanti
Diversified Payment Rights Finance Co.'s unrated diversified
payment right (DPR) notes.

RATINGS LIST

RPV Company
US$300 mil series 2016-1 repack secured floating-rate notes
                                      Rating
Class              Identifier         To                  From
                                      NR                  BB

NR--Not rated


SEKERBANK TAS: Moody's Puts B2 BCA on Review for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
Baa1 ratings of the covered bonds issued by Sekerbank T.A.S. (the
issuer / Sekerbank, deposits B2 negative; adjusted baseline
credit assessment b2; counterparty risk (CR) assessment B1(cr)).

RATINGS RATIONALE

The rating actions follow the downgrade of Sekerbank's long-term
deposit ratings to B2 from B1, and the counterparty risk (CR)
assessment to B1(cr) from Ba3(cr). The placement for downgrade
reflects (i) the review on the collateral score and the
consistency of over-collateralization with the current rating,
and (ii) Moody's views on the uncertainties following the
triggering of certain transaction covenants following the
issuer's long-term deposit ratings downgrade.

Moody's will review the collateral score of the transaction and
may remove the haircut applied to the collateral score, which is
currently reducing the stress imposed on the credit quality of
the cover pool, following the downgrade of Sekerbank's CR
Assessment to B1(cr). These facts may increase the expected loss
on the transaction, and as a result increase the over-
collateralization consistent with the current rating.

Furthermore, following the downgrade of Sekerbank's long-term
deposit ratings, a so-called "Servicer Transfer Event" (STE) in
the documentation has occurred. Potential consequences prompted
by this event, under the documentation, are: (i) a replacement of
the servicer and notification to the borrowers of this fact,
and/or (ii) the occurrence of a so-called "Non-Performance Event"
in the documentation if the bondholder representative determines
so. Moody's understands that a sufficient majority of investors
may decide to waive the rights to take these actions and/or
change the documentation.

During its review, Moody's will continue to closely monitor
Sekerbank's covered bonds, in particular the events following a
STE if applied.

The covered bond ratings could be confirmed if, following the
review of the collateral score and the resolution of the STE and
other potential events, the expected loss is consistent with the
current rating, there is no disruption in the servicing and cash
management and the timely payment likelihood does not
deteriorate, all other things being equal.

The current timely payment indicator (TPI) for Sekerbank's
covered bond is at Probable-High, which is compatible with a
covered bond rating in the range between Baa1 and Baa3.

KEY RATING ASSUMPTIONS/FACTORS

Moody's determines covered bond ratings using a two-step process:
an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's uses its Covered Bond Model (COBOL) to
determine a rating based on the expected loss on the bond. COBOL
determines expected loss as (1) a function of the probability
that the issuer will cease making payments under the covered
bonds (a CB anchor); and (2) the stressed losses on the cover
pool assets should the issuer cease making payments under the
covered bonds (i.e., a CB anchor event).

The CB anchor for this programme is CR assessment plus zero
notches. The CR assessment reflects an issuer's ability to avoid
defaulting on certain senior bank operating obligations and
contractual commitments, including covered bonds.

The cover pool losses for this programme are 26.6%. This is an
estimate of the losses Moody's currently models following a CB
anchor event. Moody's splits cover pool losses between market
risk of 10.5% and collateral risk of 16.1%. Market risk measures
losses stemming from refinancing risk and risks related to
interest-rate and currency mismatches (these losses may also
include certain legal risks). Collateral risk measures losses
resulting directly from cover pool assets' credit quality.
Moody's derives collateral risk from the collateral score, which
for this programme is currently 24%.

The over-collateralisation in the cover pool is 118.2%, of which
issuer provides 25% on a "committed" basis. During the review
period, Moody's will determine the minimum OC level consistent
with the covered bond rating.

All numbers in this section are based on the most recent
Performance Overview (based on data, as per Q3 2016).

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programmes rated by Moody's please refer to "Moody's Global
Covered Bonds Monitoring Overview", published quarterly.

TPI FRAMEWORK: Moody's assigns a "timely payment indicator"
(TPI), which measures the likelihood of timely payments to
covered bondholders following a CB anchor event. The TPI
framework limits the covered bond rating to a certain number of
notches above the CB anchor.

For Sekerbank's SME covered bonds, Moody's has assigned a TPI of
Probable-High.

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

The CB anchor is the main determinant of a covered bond
programme's rating robustness. A change in the level of the CB
anchor could lead to an upgrade or downgrade of the covered
bonds. The TPI Leeway measures the number of notches by which
Moody's might lower the CB anchor before the rating agency
downgrades the covered bonds because of TPI framework
constraints.

Based on the current TPI of "Probable-High", the TPI Leeway for
this programme is zero notches. This implies that Moody's might
downgrade the covered bonds because of a TPI cap if it lowers the
CB anchor, all other variables being equal.

A multiple-notch downgrade of the covered bonds might occur in
certain circumstances, such as (1) a country ceiling or sovereign
downgrade capping a covered bond rating or negatively affecting
the CB Anchor and the TPI; (2) a multiple-notch downgrade of the
CB Anchor; or (3) a material reduction of the value of the cover
pool.

RATING METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating Covered Bonds" published in December 2016.


TURKIYE SINAI: Fitch Rates US$300MM Tier 2 Capital Notes BB-
------------------------------------------------------------
Fitch Ratings has assigned Turkiye Sinai Kalkinma Bankasi A.S.'s
(BB+/Stable) USD300 million Basel III-compliant Tier 2 capital
notes due 2027 a final rating of 'BB-'.

The final rating is in line with the expected rating which Fitch
assigned to the notes on March 16, 2017 (see 'Fitch Rates TSKB's
Basel III-Compliant Tier 2 Notes 'BB-(EXP)').

The notes contain contractual loss absorption features which will
be triggered at the point of non-viability of the bank. According
to the draft terms, the notes are subject to permanent partial or
full write-down upon the occurrence of a non-viability event
(NVE). There are no equity conversion provisions in the terms.

An NVE is defined as occurring when the bank has incurred losses
and has become, or is likely to become, non-viable as determined
by the local regulator, the Banking and Regulatory Supervision
Authority (BRSA). The bank will be deemed non-viable when it
reaches the point at which either the BRSA determines that its
operating licence is to be revoked and the bank liquidated in
accordance with the provisions of the Banking Law and Turkish
Commercial Code.

The notes have an expected 10-year maturity and a call option
after five years.

KEY RATING DRIVERS

Fitch assesses the risk of non-performance on the securities at
the 'BB' level. This is because in Fitch's view, TSKB's majority
shareholder, Turkiye Is Bankasi A.S. (Isbank; BB+/Stable), would
be likely to provide support to TSKB, if needed. The one-notch
difference between Isbank's rating and Fitch's view of non-
performance risk on the securities reflects moderate uncertainty
as to whether support from Isbank would be forthcoming to TSKB in
all cases, including to its subordinated creditors, given
Isbank's only 51% ownership, and TSKB's separate branding and
operational independence.

The 'BB-(EXP)' rating of the notes is one notch lower than the
'BB' assessment of non-performance risk to reflect potential loss
severity in case of default. The one notch for loss severity
reflects Fitch's view of below-average recovery prospects for the
notes in case of an NVE. Fitch has applied one notch, rather than
two, for loss severity, as partial, and not solely full, write-
down of the notes is possible. In Fitch's view, some uncertainty
exists over the extent of losses the notes would face in case of
an NVE, given that this would be dependent on the size of the
operating losses incurred by the bank and any measures taken by
the authorities to help restore the bank's viability.

TSKB's 'BB+' Long-Term Foreign Currency Issuer Default Rating
(IDR) and senior debt rating are based on sovereign support and
equalised with the ratings of Turkey, based on the bank's policy
role and the large proportion of Treasury-guaranteed funding.
However, Fitch has not factored state support into the
subordinated debt rating, as the agency believes sovereign
support cannot be relied upon to extend to banks' junior debt
obligations in Turkey.

RATING SENSITIVITIES
IDRS, NATIONAL RATINGS AND SENIOR DEBT

As the notes are notched down from Isbank's Long-Term IDR, their
rating is sensitive to a change in this rating. The rating is
also sensitive to Fitch's view of Isbank's ability and propensity
to support TSKB, including its subordinated obligations. The
notes' rating is also sensitive to a change in Fitch's assessment
of likely loss severity in case of non-performance.

TSKB's ratings are:

T2 capital notes rating: assigned at 'BB-'

The following ratings are unaffected by action:

Long-Term Foreign Currency IDR: 'BB+'; Outlook Stable
Long-Term Local Currency IDR: 'BBB-'; Outlook Stable
Short-Term Foreign Currency IDR: 'B'
Short-Term Local Currency IDR: 'F3'
Support Rating '3'
Support Rating Floor 'BB+'
National Long-term Rating 'AAA(tur)'; Outlook Stable


TURKIYE VAKIFLAR: Fitch Corrects February 14 Rating Release
-----------------------------------------------------------
This announcement corrects the version published on Feb. 14,
2017, which incorrectly stated Vakifbank's Support Rating.

Fitch Ratings has assigned Turkiye Vakiflar Bankasi T.A.O.' s
(Vakifbank; BB+/Stable/bb+) issue of Basel III-compliant Tier 2
capital notes due 2027 a final rating of 'BB'. The size of the
issue is USD228m.

The final rating is one notch below the expected rating which
Fitch assigned to the notes on Jan. 16, 2017. This reflects the
downgrade of Vakifbank's Viability Rating, the anchor rating from
which the subordinated debt rating is notched, on Feb. 2, 2017.

The notes qualify as Basel III-compliant Tier 2 instruments and
contain contractual loss absorption features, which will be
triggered at the point of non-viability of the bank. They are
subject to permanent partial or full write-down upon the
occurrence of a non-viability event (NVE). There are no equity
conversion provisions within the terms.

An NVE is defined as occurring when the bank has incurred losses
and has become, or is likely to become, non-viable as determined
by the local regulator, the Banking and Regulatory Supervision
Authority (BRSA). The bank will be deemed non-viable when it
reaches the point at which either the BRSA determines that its
operating licence is to be revoked and the bank liquidated, or
the rights of the bank's shareholders (except to dividends), and
the management and supervision of the bank, should be transferred
to the Savings Deposit Insurance Fund on the condition that
losses are deducted from the capital of existing shareholders.

The notes have a 10-year maturity (2027) and a call option after
five years (2022).

KEY RATING DRIVERS

The notes are rated one notch below Vakifbank's Viability Rating
(VR) of 'bb+' in accordance with Fitch's "Global Bank Rating
Criteria". The notching includes zero notches for incremental
non-performance risk relative to the VR and one notch for loss
severity. Extraordinary state support is not factored into the
rating as Fitch believes sovereign support cannot be relied upon
to extend to bank junior debt obligations in Turkey.

Fitch has applied zero notches for incremental non-performance
risk, as the agency believes that write-down of the notes will
only occur once the point of non-viability is reached and there
is no coupon flexibility prior to non-viability.

The one notch for loss severity reflects Fitch's view of below-
average recovery prospects for the notes in case of an NVE. Fitch
has applied one notch, rather than two, for loss severity, as
partial, and not solely full, write-down of the notes is
possible. In Fitch's view, there is some uncertainty as to the
extent of losses the notes would face in case of an NVE, given
that this would be dependent on the size of the operating losses
incurred by the bank and any measures taken by the authorities to
help restore the bank's viability.

RATING SENSITIVITIES
IDRS, NATIONAL RATINGS AND SENIOR DEBT

As the notes are notched down from Vakifbank's VR, their rating
is primarily sensitive to a change in the VR. The notes' rating
is also sensitive to a change in notching due to a revision in
Fitch's assessment of the probability of the notes' non-
performance risk relative to the risk captured in Vakifbank's VR,
or in its assessment of loss severity in case of non-performance.

Vakifbank's ratings are:

T2 capital notes rating: assigned at 'BB'
The following ratings are unaffected by rating action:
Long-Term Foreign IDR: 'BB+'; Stable Outlook
Short-Term Foreign IDR: 'B'
Long-Term Local Currency IDR: 'BBB-'; Stable Outlook
Short -Term Local Currency IDR: 'F3'; Stable Outlook
National Long-Term Rating: 'AAA(tur)'; Stable Outlook
Viability Rating: 'bb+'
Support Rating: '3'
Support Rating Floor: 'BB+'
Long-term senior unsecured rating: 'BB+'
Short-term senior unsecured rating: 'B'
Subordinated debt rating: 'BB'


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


BOPARAN HOLDINGS: S&P Lowers CCR to 'B' on Delayed Profitability
----------------------------------------------------------------
S&P Global Ratings said it has lowered its long-term corporate
credit rating on Boparan Holdings Ltd. to 'B' from 'B+'.  The
outlook is stable.

At the same time, S&P lowered to 'B' from 'B+' its issue rating
on the company's GBP250 million senior unsecured notes due in
2019, GBP330 million senior unsecured notes due in 2021, and
EUR300 million senior unsecured notes due in 2021.  The recovery
rating of '4' is unchanged, indicating that S&P expects recovery
of about 30% in the event of a payment default.

The downgrade reflects S&P's revised expectation that
profitability and cash flow generation will take longer to
recover than S&P initially anticipated.  In the context of
continued operational turnaround efforts and a tough trading
environment due to the adverse impact of raw material price
inflation following the Brexit vote, S&P now forecasts free
operating cash flow (FOCF) of close to GBP10 million in fiscal
2017 (ending July 2017), turning slightly positive in fiscal
2018.

S&P's business risk profile assessment reflects Boparan's
recovering operating performance over the last quarters and the
company's change in strategy, with its focus on "better before
bigger."  S&P understands that Boparan is less acquisitive and
aims to increase its profitability rather than its topline.  In
the last two years, the group is reorganizing its poultry
division with the aim of rationalizing its poultry plants.  S&P
was already expecting to see the effects of these measures in
fiscal year 2017.  However, S&P now understands that the process
is not yet fully completed and that operating performance will
take longer to recover than expected.  S&P expects modest
profitability margin improvements to start in fiscal year 2018.
S&P realizes that the branded product division represents 10%-15%
of revenues but 35%-45% of the EBITDA margin.  While S&P
understands that this is not a core business, S&P believes that
any negative effect on this division's margin due to the impact
of Brexit on raw materials will hinder the group's operating
profit.

The weaker-than-expected operating performance has direct
repercussions for forecast cash generation, which has also been
hit by the significant amounts of capital expenditure (capex)
required to support the reorganization of the poultry production
base.  While S&P's base case projects that Boparan's capex
program for poultry and overall cost reduction initiatives will
increase profitability, S&P now estimates that it will take up to
fiscal 2019 and fiscal 2020 before this translates into material
FOCF generation.  According to S&P's forecasts, in the next two
years the group will maintain a solid interest coverage ratio
while adjusted leverage will stay above 6x due to the lack of any
significant cash generation to reduce debt.  S&P's calculation of
adjusted debt includes an accruing structurally subordinated loan
note which accounts for GBP99 million at the end of fiscal 2017,
including accrued interest.

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

   -- Revenues increasing by 3% in fiscal 2017 and 2% in fiscal
      2018, driven by higher volume sales in the poultry business
      and benefits from earlier investments in the ready-to-cook
      and meal solutions segments.

   -- A stable EBITDA margin in fiscal 2017 due to the adverse
      impact of raw material price inflation following the Brexit
      vote.  S&P expects improving EBITDA margins in the
      following years, boosted by the large capex program in
      poultry and overall cost reduction initiatives to improve
      profitability.

   -- Capex of GBP105 million in fiscal 2017 and GBP120 million
      in fiscal 2018.

   -- Dividends of GBP20 million paid earlier in fiscal 2017 and
      no more shareholder remuneration through cash dividends or
      share buybacks in 2018.

Based on these assumptions, S&P arrives at these credit metrics:

   -- S&P Global Ratings-adjusted EBITDA margins of 5.9% in
      fiscal 2017, increasing to 6.5% in fiscal 2018.

   -- Adjusted debt to EBITDA of 6.6x in fiscal 2017, decreasing
      to 6.0x in fiscal 2018.

   -- FFO cash interest coverage above 3.6x in fiscal 2017,
      increasing to 4.1x in fiscal 2018.

   -- Positive FOCF of GBP10 million in fiscal 2017 and
      GBP1 million in fiscal 2018.

The stable outlook reflects S&P's view that the group will
maintain a stable profitability margin in fiscal 2017 and will
likely experience an uplift in profitability starting in 2018,
supported by improvements in its core business.  In fiscal 2018,
S&P expects the adjusted EBITDA margin to improve to 6.5% from
about 5.9% expected in fiscal 2017.  In the current fiscal year,
S&P forecasts positive FOCF generation of GBP10 million, which
will be fully absorbed by the payment of the GBP20 million
dividend.  Over the next 12 months, S&P estimates slightly
positive FOCF and FFO cash interest coverage well above 3x.

S&P could lower the ratings if Boparan's EBITDA deteriorates,
eroding FOCF and turning it negative.  This could happen if the
company experiences materially higher-than-expected exceptional
costs or if the impact of Brexit is more adverse than S&P
expected, leading to a material delay in passing on higher raw
material price inflation.  S&P could also lower the ratings if
Boparan's cash generation deteriorated because of a product
recall or bird contamination, which would affect the company's
ability to generate stable and sizable cash flows.

S&P could take a positive rating action if adjusted leverage
falls below 5x on a sustainable basis.  This could stem from an
EBITDA improvement, with a particular focus on the sustainability
of stronger operating margins in the poultry business that
translates into recurring solid cash generation used to reduce
adjusted debt. S&P believes that the end of the restructuring
program will support positive free cash generation.


EROS INTERNATIONAL: S&P Withdraws 'B-' CCR on Issuer's Request
--------------------------------------------------------------
S&P Global Ratings withdrew its 'B-' long-term corporate credit
rating on Eros International Plc and the 'B-' long-term issue
rating on the proposed senior notes guaranteed by the company.
This action is based on the company's request and lack of market
interest following the withdrawal of its bond offer.

At the time of withdrawal, S&P's ratings reflected its view of
Eros' weak liquidity situation arising from impending maturities
of its revolving credit facility.  S&P understands from the
company that it is in advanced stages to extend and/or secure
refinancing of its US$89 million outstanding revolving credit
facility, due on March 31, 2017, which it expects to receive
before the due date.  Eros also has more than US$100 million in
cash, which could be used to repay part of the maturities.  S&P
don't have the details and documentation on approval and terms
and conditions of any potential extension or refinancing.
Therefore, based on the available information at the time of
withdrawal, S&P's ratings continued to remain on CreditWatch with
negative implications, reflecting the risk of delay in receiving
extension or refinancing, despite the company's effort to address
the debt maturities.



                            *********

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.


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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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