TCREUR_Public/170530.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Tuesday, May 30, 2017, Vol. 18, No. 106


                            Headlines


A Z E R B A I J A N

INTERNATIONAL BANK: Creditors to Block Debt Restructuring Terms
INTERNATIONAL BANK: Plan Raises Azerbaijan Debt, Fitch Says


B E L A R U S

EXPORT-IMPORT INSURANCE: Fitch Affirms 'B-' IFS Rating


C R O A T I A

AGROKOR DD: Creditors Have Until June 9 to Submit Claims


G E O R G I A

BANK OF GEORGIA: Fitch Rates GEL500MM Sr. Unsec. Notes BB-
VTB BANK: S&P Affirms 'BB-/B' Counterparty Credit Ratings


G R E E C E

GREECE: Bailout Agreement Likely as Debt Payment Deadlines Loom


I R E L A N D

CONTEGO CLO IV: S&P Assigns Prelim. B- Rating to Cl. F Notes
EUROPROP EMC VI: S&P Lowers Ratings on 3 Note Classes to 'D'
HARVEST CLO III: S&P Affirms B+ Ratings on Two Note Classes
PERMANENT TSB: DBRS Raises Issuer Rating to BB


I T A L Y

BANCA SELLA: DBRS BB(high) Sub. Debt Rating Still Under Review
SISAL GROUP: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
UNIPOL GRUPPO: Fitch Affirms 'BB' Subordinated Debt Rating


N E T H E R L A N D S

BABSON EURO 2014-2: Fitch Rates EUR16.5MM Class F Notes B-
DELFT BV 2017: DBRS Confirms BB(low) Rating on Class E Notes
VODAFONEZIGGO GROUP: Fitch Affirms BB- IDR, Outlook Negative


R U S S I A

BANK URALSIB: S&P Affirms 'B-/B' CCRs, Outlook Stable
EVRAZ GROUP: Fitch Revises Outlook to Stable, Affirms BB- IDR
IRON BANK: Bank of Russia Revokes Banking License
IVY BANK: Placed on Provisional Administration
RITZ BANK: Placed on Provisional Administration


S P A I N

GC PASTOR HIPOTECARIO 5: S&P Lowers Rating on Class B Notes to CC
IM GBP LEASING 3: DBRS Finalizes CC Ratings on Series B Notes
IM PASTOR 2: S&P Raises Rating on Class D Notes to 'BB'
PAESA ENTERTAINMENT: S&P Affirms 'B-' CCR, Outlook Stable
SANTANDER HIPOTECARIO 7: DBRS Confirms C Rating on Series C Notes

SANTANDER HIPOTECARIO 9: DBRS Confirms C Rating on Series C Notes


S W E D E N

CORRAL PETROLEUM: Fitch Affirms B+ Long-Term IDR, Outlook Stable


U N I T E D   K I N G D O M

KIRS MIDCO 3: Fitch Assigns 'B-(EXP)' LT Issuer Default Rating
WILLIAM HILL: S&P Affirms 'BB+' CCR, Outlook Stable


                            *********



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A Z E R B A I J A N
===================


INTERNATIONAL BANK: Creditors to Block Debt Restructuring Terms
---------------------------------------------------------------
Natasha Doff and Luca Casiraghi at Bloomberg News report that
creditors of Azerbaijan's biggest bank are taking steps to block
terms outlined by the lender in a US$3.3 billion debt
restructuring, according to two members of the investor group.

Debtholders of the International Bank of Azerbaijan are arguing
their voting rights were diluted by the inclusion in the
restructuring of a $1 billion deposit owed to the country's oil
fund, Bloomberg relays, citing the people, who declined to be
named because the discussions are private.

The state-run lender, known as IBA, drew the ire of investors at
a presentation in London on May 23 with a proposal to swap
foreign-currency debt and deposits into a mix of new sovereign
securities and the lender's own bonds, Bloomberg relates.

The plan, which includes a 20% principal writedown for some of
the senior claims, will become binding if approved by creditors
accounting for two-thirds of the company's affected debt by
value, Bloomberg notes.  Azerbaijan wants to complete the
restructuring on Aug. 24, Bloomberg states.

Since the state oil fund, also known as Sofaz, is controlled by
the state, its inclusion effectively gives the bank nearly a
third of the support it needs, leaving investors little room to
oppose the plan, according to Bloomberg.

Creditors, Bloomberg says, are also complaining about the
exclusion from the restructuring list of about AZN500 million
($297 million) of subordinated debt owed to the Central Bank of
Azerbaijan.

IBA defaulted on its foreign debts when it failed to repay a $100
million subordinated loan on May 10, Bloomberg discloses.

The people, as cited by Bloomberg, said that while it was well
known that the bank's finances had deteriorated, investors had
been given assurances from Azerbaijan's Finance Ministry that the
government of the third-biggest crude producer in the former
Soviet Union would continue to prop up the lender.

According to a letter seen by Bloomberg News, the creditor group
addressed some of their complaints to Azeri President Ilham
Aliyev on May 19, before the details of the restructuring
proposal were released.

The investors warned that grouping creditor classes together for
voting purposes "could be perceived to be an effort to
gerrymander votes," while the restructuring "would appear to
disproportionately impact foreign creditors", Bloomberg relates.

The creditors got the chance to put their concerns to Azeri
Finance Minister Samir Sharifov when they came face-to-face with
him at the London presentation, Bloomberg recounts.

Asked why the state was suddenly pulling its support for the
bank, Mr. Sharifov, as cited by Bloomberg, said that the lender
had never been given a sovereign guarantee.

"We never said we are going to bail out on a regular basis any
state-owned entities because they incurred a debt," Bloomberg
quotes Mr. Sharifov as saying at the presentation.  "Although
this is a state-owned entity, it doesn't mean that the government
takes responsibility for the debt restructuring.  I would like to
make that absolutely clear to this audience.  I believe it is a
very reasonable proposal and as such I encourage you to support
it."

The letter, sent by Shearman & Sterling LLP on behalf of "a large
number of sophisticated international financial institutions,"
concludes that if the complaints aren't addressed in the bank's
restructuring plan, "the members of the group are prepared to
take actions to protect their interests", Bloomberg relays.

That would include a formal objection to IBA's filing under
Chapter 15 of the U.S. Bankruptcy Code, which allows a judge to
shield the U.S. assets of a foreign company from creditors while
it restructures, Bloomberg says, citing the letter.

The International Bank of Azerbaijan is Azerbaijan's biggest
bank.

                            *   *   *

The Troubled Company Reporter-Europe reported on May 29, 2017,
that Fitch Ratings downgraded International Bank of Azerbaijan's
(IBA) Long-Term Issuer Default Rating (IDR) to 'RD' (Restricted
Default) from 'CCC' and removed it from Rating Watch Evolving
(RWE).  The downgrade of IBA's IDRs to 'RD' follows the
announcement of the bank's restructuring plan, presented on
May 23, 2017.  The proposed restructuring will represent a
distressed debt exchange (DDE) according to Fitch's criteria as
it will impose a material reduction in terms on certain senior,
third-party creditors through a combination of write-downs, tenor
extensions and interest rate reductions.

As reported by the Troubled Company Reporter-Europe on May 18,
2017, Moody's Investors Service downgraded the foreign-currency
senior unsecured debt rating of International Bank of Azerbaijan
(IBA) to Caa3 from B1 and placed it on review for downgrade
following its announced debt restructuring.  The bank's long-term
foreign- and local-currency deposit ratings at B1, and long-term
Counterparty Risk Assessment (CRA) at Ba3(cr) was also
placed on review for possible downgrade.  In addition, Moody's
affirmed IBA's ca Baseline Credit Assessment (BCA), Not prime
short-term deposit and Not Prime(cr) short-term CRA ratings.
The rating action reflects the announced restructuring of IBA's
senior and junior foreign currency debt through an exchange to
sovereign debt obligations of the Republic of Azerbaijan. The
total foreign debt affected by the restructuring amounts to $3.3
billion (AZN5.6 billion).   The announcement notes that IBA's
individual and corporate deposits are not affected by this
restructuring and that IBA will continue its operations and
services as per the normal course of business.  The plan will
come into force if approved by two-thirds of the affected
creditors.


INTERNATIONAL BANK: Plan Raises Azerbaijan Debt, Fitch Says
-----------------------------------------------------------
International Bank of Azerbaijan's (IBA) proposed debt
restructuring would increase Azerbaijan's public debt without
ending uncertainty about the total cost to the sovereign of
supporting the banking sector, Fitch Ratings says.

IBA on Tuesday launched an offer to creditors that would exchange
USD3.3 billion of its debt for around USD2.3 billion of new
sovereign debt. Approval of the proposal requires the support of
two-thirds of affected creditors at a claimants meeting
tentatively scheduled for July 13.

The fall in oil prices, and subsequent economic slowdown and
manat devaluation, has left Azerbaijan's already weak banking
sector in a very fragile condition. IBA, the largest bank in the
country, has also been affected by past mismanagement.

In 2015 and 2016, the bank transferred around AZN10 billion of
bad assets to a dedicated institution, Aqrarkredit, which issued
bonds subscribed by the Central Bank of the Republic of
Azerbaijan (CBAR) and guaranteed by the state, adding around 15%
of forecast 2017 GDP in sovereign contingent liabilities which
are only partially recorded in official public debt figures.

Other support mechanisms for the banking sector had been planned
for 2017. The government injected AZN0.6 billion (0.9% of 2017
GDP) into IBA in early 2017, and the sovereign oil fund Sofaz
budgeted an AZN7.5 billion (11% of 2017 GDP) transfer to CBAR in
2017 to support macro stability and the banking system as a
whole. Under IBA's proposed restructuring, public debt to GDP
would rise by around 6pp-7pp in 2017, bringing it to around 29%
by end-2017 according to Fitch projections. This is still much
lower than the 'BB' category median of 51%.

But it is not clear that the planned restructuring would remove
the need for further sovereign support for IBA. Azerbaijan's
Financial Markets and Supervisory Authority described the
restructuring plan as "a precursor to the provision of further
support" from the government. The authorities have already
guaranteed USD3 billion of bonds issued by Aqrarkredit early in
2017, which could be used to transfer additional bad assets from
IBA's balance sheet upon completion of the restructuring plan,
thereby adding up to 7% of 2017 GDP in contingent liabilities for
the state.

Sofaz itself is listed as a creditor in IBA's restructuring
proposal as a holder of two dollar-denominated deposits totalling
USD1 billion. A partial loss on these deposits could add to the
decline of Sofaz assets over the last two years, although these
would still be substantial (Sofaz had assets of USD33.2 billion
at end-1Q17, 92% of end-2016 GDP). Sofaz assets and the large net
external creditor position of the sovereign and non-bank private
sector mean Azerbaijan's external balance sheet is stronger than
'BB' category medians and a critical support to the sovereign
rating.

On May 24, Fitch downgraded IBA's rating to 'RD' as IBA suspended
servicing the obligations subject to debt restructuring. Fitch
next scheduled review of Azerbaijan's 'BB+'/Negative sovereign
rating is due on August 4. The Negative Outlook reflects
continued risks and uncertainty around the macroeconomic and
financial sector adjustment under way. As IBA's restructuring
effort proceeds, Fitch will continue to assess the extent to
which the materialisation of contingent liabilities stemming from
the banking sector could erode the public finances or external
asset position, the extent of stresses in the banking sector, and
how these affect its ability to support economic activity.



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B E L A R U S
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EXPORT-IMPORT INSURANCE: Fitch Affirms 'B-' IFS Rating
------------------------------------------------------
Fitch Ratings has affirmed Export-Import Insurance Company of the
Republic of Belarus's (Eximgarant) Insurer Financial Strength
(IFS) Rating at 'B-'. The Outlook is Stable.

KEY RATING DRIVERS

The rating reflects the insurer's 100% state ownership, presence
of guarantees for insurance liabilities under compulsory lines,
adequate capital position, and sustainable profit generation. The
rating is negatively impacted by an increased exposure to
domestic financial risks accompanied by a drop in export credit
insurance and the low quality of the insurer's investment
portfolio.

The Belarusian state has established strong support for
Eximgarant through its legal framework to develop a well-
functioning export insurance system. The framework provides a
government guarantee on export insurance risks. It has led to
significant capital injections in previous years and explicitly
includes Eximgarant's potential capital needs in Belarus's
budgetary system.

Based on Fitch's Prism FBM capital model, Eximgarant's capital
level is "extremely strong" based on end-2016 financial results.
However the assets backing Eximgarant's capital position are
highly concentrated and may not be liquid in a stressed scenario,
with BYN321 million being held in local government bonds. The
Solvency I-like statutory ratio stood at 39x at end-2016, but
this does not consider asset side risks, which are significant
for the company due to large debt holdings linked to the
sovereign.

Eximgarant's considerable growth of financial risk insurance to
41% of gross written premiums (GWP) (excluding export GWP) or
BYN29 million in 2016 from 23% or BYN8 million in 2015 is due to
a toughening of monetary and credit policy the Belarusian
government enacted in 2016. As a result, the domestic financial
risk exposure to equity, measured as the ratio of the sum insured
under domestic financial risk line to shareholders' funds, grew
to 148% in 2016 from 69% in 2015. Fitch is cautious about the
non-core nature of the domestic financial risks and the absence
of local government guarantees for these risks.

After several consecutive years of steady growth, the export
credit portfolio has seen considerable contraction, with export
credit exposure falling to BYN844 million in 2016 from BYN1.3
billion in 2015. The drop in the export insurance followed
negative macroeconomic trends in the Belarusian economy in 2016,
as exports declined by almost half over 2012-2016.

Eximgarant has a track record of profitability in the last five
years. Its pre-tax income slightly worsened to BYN28 million in
2016 from BYN33 million in 2015, underpinned by underwriting
profit and investment returns. Foreign-currency gains of BYN14
million also made a positive contribution to net income, although
less than 2015 's BYN25 million.

Eximgarant's underwriting performance is underpinned by
subrogation recoveries for export and domestic financial risks
insurance. Subrogation income totalled to BYN9.1 billion in 2016,
equivalent to19% of the insurer's improved combined ratio.
However, with low recovery rates, unpredictable subrogation
income has created significant distortion and volatility in
Eximgarant's overall combined ratio.

Eximgarant's investment portfolio reflects the credit quality of
local investment instruments, which are constrained by sovereign
risks and the presence of significant concentrations by issuer.
However, Eximgarant's ability to improve diversification is
limited by the narrow local investment market and strict
regulation of insurers' investment policies.

RATING SENSITIVITIES

A change in Fitch's view of the financial condition of the
Republic of Belarus or significant change in the insurer's
relations with the government would likely have a direct impact
on Eximgarant's ratings.


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C R O A T I A
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AGROKOR DD: Creditors Have Until June 9 to Submit Claims
--------------------------------------------------------
John Shepherd at just-food.com reports that creditors of
embattled Croatian food manufacturer and retailer Agrokor have
been urged to submit claims against the company "in the shortest
possible period" and by a "final deadline" of June 9 at the
latest.

The call follows the announcement earlier this month that parts
of the Agrokor group are set to be broken up and some sold off
within a year to help pay down debts in a restructure of the
group, just-food.com notes.

Meanwhile, Agrokor has confirmed it has drawn up proposals for a
"new business concept" for the group's Konzum food retail unit in
neighbouring Bosnia Herzegovina -- by replacing it with Agrokor's
Serbia-based grocer brand Mercator, just-food.com relates.

According to just-food.com, Ante Ramljak, who was appointed as
"receiver" to stabilize the group earlier this year, said the
proposal "envisages the reintroduction of the Mercator brand to
BIH market" if it is accepted by the Konzum and Mercator
management teams.

Mr. Ramljak, as cited by just-food.com, said: "Konzum Bosnia
Herzegovina business operations are stable and it is regularly
fulfilling all of its obligations, but we have decided to
consider a new business concept for the market with the aim of
better long-term positioning of Agrokor's retail network and
further development in the regional market.  It will help further
development of the retail market by encouraging competitiveness
and will be in the best interest of all customers, employees,
suppliers, banks and the state."

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$7 billion).

                            *   *   *

The Troubled Company Reporter-Europe reported on May 10, 2017
that S&P Global Ratings lowered its corporate credit rating on
Agrokor d.d. to SD/--/SD (SD: selective default) from
CC/Negative/C. S&P lowered its issue rating on the
three series of Company's senior unsecured notes to 'D' from
'CC'.

S&P understands that, on May 1, 2017, Agrokor missed a coupon
payment on its EUR300 million senior secured notes due 2019.  On
April 6, 2017, Croatia enacted a law -- "Law on Procedures for
Extraordinary Management in Companies of Systematic
Significance" -- that restricts Agrokor from making any interest
or principal payments on its debt over the next 12 months.  Under
the standstill agreement, Agrokor signed with its main lenders,
its bank debt payments are currently frozen.  Under S&P's
criteria, it considers all the above to be tantamount to a
default, because S&P does not expect Agrokor to be able to make a
payment within the grace period of 30 days.

The TCR-Europe on April 17, 2017, reported that Moody's Investors
Service downgraded Agrokor D.D.'s corporate family rating
(CFR) to Caa2 from Caa1 and its probability of default rating
(PDR) to Ca-PD from Caa1-PD.  The outlook on the company's
ratings remains negative.  "Our decision to downgrade Agrokor's
rating reflects its filing for restructuring under Croatian law,
which in Moody's views makes a default highly likely," Vincent
Gusdorf, a Vice President -- Senior Analyst at Moody's, said.
"It also takes into account uncertainties around the
restructuring process, as creditors' ability to get their money
back hinges on numerous factors that will become apparent over
time."



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G E O R G I A
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BANK OF GEORGIA: Fitch Rates GEL500MM Sr. Unsec. Notes BB-
----------------------------------------------------------
Fitch Ratings has assigned Bank of Georgia's (BoG) GEL500 million
issue of senior unsecured notes a final long-term rating of
'BB-'. The bonds mature in June 2020 and have a coupon rate of
11% per annum.

BoG has a Long-Term Issuer Default Rating (IDR) of 'BB-' with a
Stable Outlook, Short-Term IDR of 'B', Viability Rating of 'bb-',
Support Rating of '4' and Support Rating Floor of 'B'.

KEY RATING DRIVERS

The issue's rating corresponds to BoG's 'BB-' Long-Term Local-
Currency IDR, which reflects the bank's adequate asset quality,
reasonable capitalisation, sound profitability metrics and stable
funding profile. The ratings also capture the bank's high lending
dollarisation level and significant borrower concentrations.

The Stable Outlook on the bank's ratings reflects Fitch's view
that BoG's pre-impairment profitability should absorb potential
asset quality impairment without losses eroding capitalisation.

RATING SENSITIVITIES

Changes to BoG's Long-Term Local-Currency IDR would impact the
issue's rating. Upside for BoG's ratings is limited, as they are
already at the same level as the sovereign. A downgrade may
result from rapid growth or a marked deterioration of asset
quality, leading to a substantial weakening of BoG's
capitalisation.


VTB BANK: S&P Affirms 'BB-/B' Counterparty Credit Ratings
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term and 'B' short-
term counterparty credit ratings on VTB Bank (Georgia).  The
outlook is stable.

The affirmation reflects S&P's view that VTB Georgia's
capitalization has improved to levels S&P considers to be
adequate, versus moderate previously, following a Russian ruble
(RUB) 300 million (approximately US$5 million) capital injection
from its parent, VTB Bank.  S&P expects that the bank's risk-
adjusted capital ratio will remain above 7.4% over the next 12-18
months thanks to this capital support, which came in the form of
perpetual Tier 1 subordinated debt.  Also, the bank benefits from
recent changes in Georgia's tax system that switched the burden
of taxation to dividend payments from retained profits.  As
market concentration in Georgia increased, S&P understands the
bank plans 12%-15% growth in the loan book in 2018-2019, versus
the much faster growth of around 25% in 2014-2016, which supports
capital sustainability.

VTB Georgia has exhibited better-than-average credit costs over
the past several years, but S&P believes this has been largely
driven by the gradual recovery of nonperforming assets since
2009. Although the bank targets recovery of provisions in 2017,
on the back of the resolution of two of the bank's largest
problem exposures linked to the upcoming completion of
construction projects, S&P assumes that benefits will fade by
2018, resulting in the gradual pick-up of the cost of risk beyond
2017.

The ratings on VTB Georgia continue to reflect the 'bb-' anchor
for a commercial bank operating in Georgia, as well as S&P's
assessment of bank-specific rating factors.  VTB Georgia's
business position is moderate, in S&P's view, balancing the
bank's consistently strong performance and committed management
team with a modest market share of 5% and consequently limited
pricing power in a market dominated by the two largest banks in
Georgia.  S&P thinks that the bank's capital and earnings
position is adequate and that its risk position is moderate,
reflecting a high level of balance sheet dollarization--which is
in line with the bank's peers in the Georgian banking sector.
Funding is average and liquidity is adequate, in S&P's view, as
the parent's capital support helps to offset major funding risks,
including deposit volatility.  In addition, the rating on VTB
Georgia incorporates two notches of support to reflect S&P's view
of the bank's strategic importance for VTB Group.

The stable outlook on VTB Georgia reflects S&P's view that the
bank will maintain adequate capitalization in the next 12-18
months, that its nonperforming loans will be in line with the
system average, and that its funding and liquidity position will
remain stable.

The possibility of a positive rating action is currently remote,
given that S&P's long-term rating on VTB Georgia is at the level
of S&P's long-term sovereign rating on Georgia and S&P's opinion
that the bank is unlikely to withstand a sovereign default.
Consequently, an upgrade of the bank would hinge on an upgrade of
Georgia.  S&P might consider revising upward its assessment of
the bank's stand-alone credit profile if S&P believed that the
bank managed to reduce its lending in foreign currency to levels
considerably below market average, or if the bank's competitive
position improved significantly.  However, a higher SACP would be
neutral for the ratings on the bank in the absence of a positive
rating action on the sovereign.

S&P might consider a downgrade if it saw that the bank's relative
importance for its parent had substantially weakened, in
particular, if VTB Bank's interest or capacity to provide
continuing financial support for VTB Georgia diminished and was
not sufficient to maintain the bank's capital or liquidity ratios
at current levels.  A deterioration of the sovereign's
creditworthiness, resulting in a sovereign downgrade, would also
lead S&P to downgrade the bank.



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G R E E C E
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GREECE: Bailout Agreement Likely as Debt Payment Deadlines Loom
---------------------------------------------------------------
Silvia Amaro at CNBC reports that an IMF official said the
biggest guarantee that Greece and its creditors will finally
reach an agreement on its debt burden is the upcoming payment
deadlines that will force through a deal.

European creditors and technical teams from the International
Monetary Fund (IMF) have been unable to agree on certain economic
forecasts -- key to determine how to make the Greek public debt
more sustainable, CNBC notes.

Sensitive political issues, including the upcoming election in
Germany, have also delayed the process, CNBC states.  But,
according to the IMF official, who has knowledge of the talks but
didn't want to be named due to the sensitivity of the issue, the
upcoming July repayments that Greece owes to creditors will
ensure an agreement will be reached in about three weeks' time,
CNBC relates.

"Somebody needs to give something away.  There's confidence there
will be a deal in three weeks' time because of the time
pressure," the official told CNBC on May 24.

An EU official, who has also knowledge of the talks, told CNBC on
May 26: "It is our goal to reach an agreement on June 15."

Greece has to pay about EUR8 billion (US$8.96 billion) to its
creditors in July and the current impasse over its debt is also
delaying further disbursements from its current bailout program,
CNBC discloses.  Without fresh money, Athens will struggle to
repay its creditors, CNBC says.  Failing to make a payment to
creditors would make the situation for the Greek economy even
worse, with an immediate effect on markets and investor
sentiment, according to CNBC.

Euro zone finance ministers and the IMF are scheduled to meet on
June 15, CNBC notes.

                        *     *     *

On May 10, 2017, the Troubled Company Reporter-Europe reported
that the preliminary agreement between Greece and its
international creditors is a positive step towards unlocking
funds to enable the country to meet its July debt maturities,
Fitch Ratings says.  It is also a prerequisite for discussions on
longer-term debt relief but the eventual timing and outcome of
these remains uncertain.

The Greek government and the country's international creditors
said on May 2 that they had reached a preliminary agreement on
the second review of Greece's third bailout program.  Greece has
committed to further cut pensions, raise some taxes, and reform
labor and energy markets.  If the Greek parliament approves these
measures, eurozone finance ministers could approve the release of
around EUR7 billion of European Stability Mechanism (ESM) funds.
The funds will be partly used for clearance of general government
arrears with the private sector as well as for covering EUR6.3
billion of debt due for repayment in July.

Fitch said, "This would be consistent with our baseline
assumption when we affirmed Greece's 'CCC' sovereign rating in
February.  We took into account Greece's broad program
compliance and the eurozone authorities' desire to avoid a fresh
Greek crisis.  We also acknowledged that popular and political
opposition in Greece to elements of the program remains high,
which create substantial implementation risk.  But we think
government MPs are more likely to approve the reforms than reject
them."

As reported by the Troubled Company Reporter-Europe on March 1,
2017, Fitch Ratings affirmed Greece's Long-Term Foreign and Local
Currency Issuer Default Ratings (IDRs) at 'CCC'.  The issue
ratings on Greece's long-term senior unsecured foreign- and
local-currency bonds are also affirmed at 'CCC.  The Short-term
Foreign and Local Currency IDRs and the rating on Greece's short-
term debt have all been affirmed at 'C', and the Country Ceiling
at 'B-'.  Greece's 'CCC' IDRs reflect the following key rating
drivers:

The Greek government is broadly complying with the terms of the
EUR86 billion European Stability Mechanism (ESM) program.  The
second review of the program remains incomplete and there are
disagreements among the country's European creditors and the IMF
around the long-term sustainability of Greek public debt.  The
delay in the completion of the second review increases the risk
that the recent economic recovery will be undermined by a hit to
confidence or by the Greek government building up arrears with
the private sector to preserve liquidity.



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I R E L A N D
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CONTEGO CLO IV: S&P Assigns Prelim. B- Rating to Cl. F Notes
------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Contego CLO IV DAC's class A, B-1, B-2, C, D, E, and F notes.  At
closing, the issuer will also issue unrated subordinated notes.

Contego CLO IV is a European cash flow collateralized loan
obligation (CLO), securitizing a portfolio of primarily senior
secured leveraged loans and bonds.  The transaction will be
managed by Five Arrows Managers LLP, a Rothschild group company.

The preliminary ratings assigned to the notes reflect S&P's
assessment of:

   -- The diversified collateral pool, which consists primarily
      of broadly syndicated speculative-grade senior secured term
      loans and bonds that are governed by collateral quality
      tests.

   -- The credit enhancement provided through the subordination
      of cash flows, excess spread, and overcollateralization.

   -- The collateral manager's experienced team, which can affect
      the performance of the rated notes through collateral
      selection, ongoing portfolio management, and trading.

   -- The transaction's legal structure, which is expected to be
      bankruptcy remote.

Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.  The portfolio's reinvestment period will end
approximately four years after closing.

S&P's preliminary ratings reflect its assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted average 'B' rating.  S&P considers that the portfolio at
the effective date will be well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans
and senior secured bonds.  Therefore, S&P has conducted its
credit and cash flow analysis by applying its criteria for
corporate cash flow collateralized debt obligations.

In S&P's cash flow analysis, it used the EUR350 million target
par amount, the covenanted weighted-average spread (3.70%), the
covenanted weighted-average coupon (4.00%), the covenanted
weighted-average recovery rate at the 'AAA' rating level, and the
target weighted-average recovery rates at each rating level below
'AAA' as provided by the manager.  S&P applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for
each liability rating category.

Elavon Financial Services DAC is the bank account provider and
custodian.  At closing, S&P anticipates that the documented
downgrade remedies will be in line with its current counterparty
criteria.

Under S&P's structured finance ratings above the sovereign
criteria, the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary rating levels.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, S&P believes its preliminary
ratings are commensurate with the available credit enhancement
for each class of notes.

RATINGS LIST

Preliminary Ratings Assigned

Contego CLO IV DAC
EUR361.9 Million Senior Secured Fixed- And Floating-Rate Notes
(Including EUR37.5 million Unrated Subordinate Notes)

Class          Prelim.           Prelim.
               rating             amount
                                (mil. EUR)
A              AAA (sf)           211.80
B-1            AA (sf)             31.60
B-2            AA (sf)             10.00
C              A (sf)              21.00
D              BBB (sf)            16.20
E              BB (sf)             22.40
F              B- (sf)             11.40
Sub.           NR                  37.50

NR--Not rated.
Sub.--Subordinated.


EUROPROP EMC VI: S&P Lowers Ratings on 3 Note Classes to 'D'
------------------------------------------------------------
S&P Global Ratings lowered to 'D (sf)' from 'CCC- (sf)' its
credit ratings on EuroProp (EMC VI) S.A.'s class A, B, and C
notes.  At the same time, S&P has affirmed its 'D (sf)' ratings
on the class D, E, and F notes.  S&P has subsequently withdrawn
its ratings on these six classes of notes, effective in 30 days'
time.

The rating actions reflect the issuer's failure to repay the
remaining note principal balance on the legal final maturity
date.

EuroProp (EMC VI) closed in June 2007, with notes totaling
EUR489.8 million.  The original 18 loans were secured on
commercial properties located in Germany and France.  Since
closing, 14 loans have repaid.  The notes have a current
outstanding balance of EUR118 million and their legal final
maturity date was April 30, 2017. All four remaining loans are in
special servicing.

The sales process is continuing for two of the loans (Sunrise II
loan and Henderson loan), while the Signac loan is in safeguard
proceedings, whereby the loan has been restructured and extended
to June 2018.  With regards to the Epic Horse loan, S&P
understands that all of the properties securing the loan have now
been sold and no additional recoveries are expected, however,
final accounting is ongoing.

                       RATING RATIONALE

S&P's ratings in EuroProp (EMC VI) address timely payment of
interest and repayment of principal no later than the legal final
maturity date.

The issuer failed to repay the notes on the legal final maturity
date.

S&P has therefore lowered to 'D (sf)' from 'CCC- (sf)' its
ratings on the class A, B, and C notes in line with S&P's
criteria.  This is due to the issuer's failure to repay the notes
on April 24, 2017.

At the same time, S&P has affirmed its 'D (sf)' ratings on the
class D, E, and F notes as they also failed to repay principal on
the legal final maturity date.

The ratings will remain at 'D (sf)' for a period of 30 days
before the withdrawals become effective.

RATINGS LIST

EuroProp (EMC VI) S.A.
EUR489.775 mil commercial mortgage-backed floating-rate notes

                                     Rating         Rating
Class             Identifier         To             From
A                 XS0301901657       D (sf)         CCC- (sf)
B                 XS0301902622       D (sf)         CCC- (sf)
C                 XS0301903356       D (sf)         CCC- (sf)
D                 XS0301903513       D (sf)         D (sf)
E                 XS0301903943       D (sf)         D (sf)
F                 XS0301904248       D (sf)         D (sf)


HARVEST CLO III: S&P Affirms B+ Ratings on Two Note Classes
-----------------------------------------------------------
S&P Global Ratings raised its credit ratings on Harvest CLO III
PLC's class C-1, C-2, D-1, and D-2 notes.  At the same time, S&P
has affirmed its ratings on the class E-1 and E-2 notes, and N
Combo notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the January 2017 trustee report and
the application of its relevant criteria.

Upon publishing S&P's revised foreign exchange risk criteria, it
placed those ratings that could potentially be affected under
criteria observation.  Following S&P's review of this
transaction, its ratings that could potentially be affected by
the criteria changes are no longer under criteria observation.

Since S&P's March 4, 2016 review, the class B notes have fully
amortized.

Since S&P's previous review, it has observed these:

   -- With further deleveraging, the available credit enhancement
      has increased for all classes of notes.

   -- Deleveraging has increased obligor concentration risk in
      the pool, with an average obligor accounting for 4.5%, up
      from 2.5%.  S&P has captured the concentration risk in its
      supplemental tests.

   -- The exposure to assets rated in the 'CCC' category ('CCC+',
      'CCC', and 'CCC-') has decreased to 1.7% from 5.7%.

   -- Defaulted assets (assets rated below 'CCC-') have increased
      to 6.4% from 1.6%.

   -- The weighted-average spread reduced slightly to 3.4% from
      3.8%.

   -- All par coverage tests continue to be above the documented
      thresholds.

   -- None of the deferrable notes are deferring interest, which
      is unchanged.

   -- S&P has observed an increase in the weighted-average
      recovery rates (WARR) at each rating level.  S&P uses the
      WARR as an input in its cash flow analysis to estimate the
      recovery on the defaulted assets.  The improvement in the
      WARR has benefitted the cash flow analysis for each of the
      rated notes.

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

Since S&P's previous review, the full amortization of the class B
notes and the partial amortization of the class C-1 and C-2 notes
has increased the available credit enhancement for all of the
rated classes of notes.

Non-euro-denominated assets currently make up 3.9% of the total
performing assets.  These assets are subject to a swap with
Credit Suisse International (A/Stable/A-1).  As the documented
downgrade provisions are in line with S&P's previous counterparty
criteria, in its cash flow analysis, S&P has stressed asset
exposure (one notch above the rating on the counterparty) giving
no benefit to the swap.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty
criteria, S&P considers that the available credit enhancement for
the class C-1, C-2, D-1, and D-2 notes is commensurate with
higher ratings than currently assigned.  S&P has therefore raised
its ratings on these classes of the notes.

Taking into account the results of S&P's credit and cash flow
analysis, it considers that the available credit enhancement for
the class N Combo notes is commensurate with the currently
assigned rating.  S&P has therefore affirmed its rating on the
class N Combo notes.  From the December 2016 payment date report,
S&P notes that the current outstanding balance of the class N
Combo notes is EUR3.3 million.  At closing in April 2006, the
class N Combo notes were made up of a combination of the class C-
2 and E-2 notes (rated components).  S&P notes that the cash
flows for the class N Combo notes continue to pass at the 'AAA'
rating level.

As noted above, the available credit enhancement for the class E-
1 and E-2 notes (the most junior in the capital structure) has
increased since S&P's previous review.  This has resulted in
these notes achieving higher ratings in S&P's cash flow analysis.
At the same time, with further deleveraging, the concentration
risk has increased compared with at our previous review.
Although par losses, from a largest obligor default perspective,
have constrained S&P's ratings on these classes of notes, it has
affirmed its 'B+' ratings on these classes of notes.

Harvest CLO III is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in
April 2006 and is managed by Investcorp Credit Management EU Ltd.

RATINGS LIST

Harvest CLO III PLC
EUR722.515 mil senior and subordinated deferrable fixed- and
floating-rate notes
                                    Rating
Class        Identifier             To                 From
C-1          XS0247651481           AAA (sf)           AA+ (sf)
C-2          XS0247652455           AAA (sf)           AA+ (sf)
D-1          XS0247653180           A+ (sf)            BBB+ (sf)
D-2          XS0247654824           A+ (sf)            BBB+ (sf)
E-1          41752SAA0              B+ (sf)            B+ (sf)
E-2          XS0247656449           B+ (sf)            B+ (sf)
N Combo      XS0248902107           AAA (sf)           AAA (sf)


PERMANENT TSB: DBRS Raises Issuer Rating to BB
----------------------------------------------
DBRS Ratings Limited upgraded the Issuer Rating and non-
guaranteed senior ratings of permanent tsb p.l.c. (PTSB or the
Bank) to BB, from BB (low) and the Issuer Rating of Permanent TSB
Group Holdings p.l.c. (the Group) to BB (low) from B (high). The
Bank's Non-Guaranteed Short-Term Debt and Non-Guaranteed Short-
Term Deposits ratings were confirmed at R-4 as was the Short-Term
Issuer Rating of the Group. The trend on all of the ratings is
Positive, with the exception of the Group's Short-Term Issuer
Rating where the trend is Stable. The Bank's Intrinsic Assessment
(IA) was upgraded to BB and the Support Assessment was maintained
at SA3. As a result, the Bank's Issuer and Senior ratings are
positioned in line with the IA.

The ratings upgrade reflects the further improvement of the
Group's core profitability and the completion of the European
Commission (EC) required deleveraging without a meaningful impact
on its capital ratios. The deleveraging has also led to a
substantial improvement in the Bank's funding profile and
importantly the franchise is showing signs of returning to
sustainable growth. In addition, impaired loans have reduced and
the performance of the treated loans continues to be good. The
Positive trend reflects DBRS's expectation that the Bank's
profitability will continue to improve, in line with the improved
lending volumes and higher margins. The positive economic
conditions in Ireland should also support asset quality
improvements although DBRS will monitor closely the update
expected in 3Q17 on the Group's NPL strategy. DBRS also expects
that the operating environment in Ireland, the improved funding
position and the positive lending trends should mitigate any
impact on the Group from the UK leaving the European Union.

PTSB is a provider of financial services in the Republic of
Ireland with total assets of EUR 23.6 billion at end-2016. DBRS
views positively that in 2016 the Group completed on all of its
deleveraging commitments as part of its EC approved restructuring
plan including the disposal of its Non-Core UK portfolio and its
loan book in the Isle of Man.

The Group's results continued to improve in 2016 while legacy
issues should now be less of a drag on profitability following
the sale of the non-core portfolios. The Group reported operating
profit before tax and exceptional items of EUR 188 million in
2016, up from EUR 26 million in 2015. The increase reflected
growth in both net interest income (NII) and other income, as
well as an impairment write-back of EUR 68 million. The result
also incorporated a capital gain of EUR 29 million from the sale
of the Group's share in Visa Europe. However the disposal of the
Group's remaining UK loan portfolio, as well as the sale of the
non-core loan book in the Isle of Man and some additional
restructuring costs, led the Group to report a net loss for the
year of EUR 226 million. The Group continues to benefit from
reduced funding costs (especially customer deposits), and DBRS
expects further improvement in the net interest margin (NIM) for
the full year 2017 given that the Group NIM in 1Q17 was 1.80%, up
further from the 4Q16 NIM of 1.59% and the full-year 2016 NIM of
1.48%.

PTSB's asset quality remains very weak with, at end-2016, non-
performing loans (NPLs, defined as impaired loans, loans which
are greater than 90 days in arrears, loans where the borrower is
considered unlikely to repay the total loan balance without
realisation of the underlying collateral and loans which are
considered unlikely to pay as defined under regulatory
guidelines) of EUR 5.9 billion (end-2015: EUR 6.6 billion). The
reduction in 2016 was mainly a result of cures from improved
arrears treatment outcomes. However, as a result of the
deleveraging the NPL ratio remained extremely high at 28% of
gross loans with a coverage ratio of 41%, up slightly from 40% at
end-2015. Although the Bank's asset quality is very weak DBRS
notes that of the EUR 5.7 billion of NPLs in the mortgage book,
54% are "treated". These treated NPLs include split mortgages and
other treated loans, and in approximately 90% of these cases the
borrower is performing to the restructured terms. DBRS notes that
the Group expects to provide, in 3Q17, an update to the market on
the next phase of its NPL strategy.

As a result of the deleveraging in 2016, PTSB's funding profile
has improved considerably. At end-2016, customer accounts
totalled EUR 17.0 billion accounting for 80% of total funding, up
from 70.5% at end-2015, and up from 37% in 2011. The impact of
the deleveraging has also been positive on the loan to deposit
ratio which at end-1Q17 had reduced to 110.7%, down substantially
from the 125% ratio at end-2015. Importantly monetary authority
funding has continued to reduce rapidly and at end-2016 this had
reduced to EUR 1.4 billion. DBRS noted that in 1Q17 this fell
further to EUR 0.7 billion, or 3% of total funding. At end-2016
the Net Stable Funding Ratio (NSFR) was 105%.

PTSB's capital ratios remain satisfactory as the reduction in the
Group's risk-weighted assets (RWAs), following the sale of the
non-core portfolios, mitigated the the loss connected with these
transactions. At end-2016 the Group's fully loaded Basel III
Common Equity Tier 1 (CET1) ratio was 14.9%, down slightly from
15.0% at end-2015, and the ratio was 15.1% at end-1Q17. On a
leverage ratio basis, the Group also demonstrated further
improvement as a result of the deleveraging. At end-2016 the
fully loaded leverage ratio was 6.8%, up from 5.9% at end-2015,
and the transitional leverage ratio was 7.8%, up from 6.7% at
end-2015.

RATING DRIVERS

Further track record in improving core profitability and evidence
that asset quality metrics will continue to improve, without
significantly impacting capital, could have positive rating
implications. Given the positive trend, downward pressure is
unlikely in the medium term, however an inability to continue the
recent improvements in core profitability and asset quality could
have negative rating implications. Evidence that the recent
increase in new lending volumes are slowing would also be viewed
negatively.



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


BANCA SELLA: DBRS BB(high) Sub. Debt Rating Still Under Review
--------------------------------------------------------------
DBRS confirmed the Issuer and Senior Long-Term Debt and Deposit
Rating for Banca Sella Holding SpA (Sella or the Group) and its
main operating subsidiary, Banca Sella SpA, at BBB (low).
Concurrently, DBRS confirmed Banca Sella Holding SpA and Banca
Sella SpA's Short-Term Debt and Deposit Rating at R-2 (middle).
The trend on the ratings was changed to Stable from Negative. The
rating on Banca Sella SpA's Mandatory Pay Subordinated Debt
(ISIN: XS1311567314) of BB (high) remains Under Review with
Negative Implications (URN) due to DBRS' specific review on
European Subordinated Debt. The support assessment remains
unchanged at SA3 for Banca Sella Holding, and SA1 for Banca Sella
SpA.

The confirmation of the ratings and the Stable trend reflect the
Group's strengthened capital position as well as some progress in
asset quality, as evidenced by a lower stock of gross and net
non-performing loans (NPLs). The ratings also take into
consideration Sella's stable market position in its home province
of Biella, diversified franchise, solid funding and liquidity
profile, modest profitability, still high stock of NPLs, as well
as challenging operating and regulatory environment.

In DBRS' view, Sella maintains a stable market position in retail
and commercial banking across the region of Piedmont, in
particular in the home province of Biella. Despite the recent
asset disposals, the Group maintains a diversified franchise,
with growing private banking activities and strong market
position in the payment system business.

The Group's profitability has been volatile in recent years,
mainly as a result of asset disposals. In 2016, Sella Group's net
profit increased to EUR 79.6 million, from EUR 28.5 million in
2015, driven by one-off gains on the disposal of the insurance
subsidiary (C.B.A. Vita) and the minority stake in Visa Europe,
as well as lower credit provisions. For 1Q 2017, Sella's net
profit increased to EUR 34.2 million, from EUR 10 million in 1Q
2016, supported by one-off gains on the sale of the stake in
Compagnie Financiere Martin Maurel. Excluding non-recurring
items, however, the Group's profitability remains modest,
reflecting subdued net interest margins, still high cost of
credit and modest operating efficiency.

The Group's stock of NPLs continued to decrease in 2016 and 1Q
2017, thanks to a combination of lower inflows, disposals and
higher provisioning levels. At March 2017, Sella's total net NPLs
decreased to EUR 571 million from EUR 585 million at end-2016 and
EUR 635 million at March 2016. Sella's total NPL cash coverage
strengthened to 52% in 1Q 2017, from 51% at year-end 2016 and 49%
in 1Q 2016, which is in line with the average of Italian peers.
Despite the improvement, the Group's gross and net NPL ratios
(net of repos), which stood at 13.8% and 7.2% in 1Q 2017,
respectively, remain high compared to the European average.

In DBRS' view, Sella maintains a solid funding position which is
underpinned by the Bank's large and growing retail deposit base
and limited reliance on wholesale funds. With EUR 3.3 billion in
free eligible assets and Central Bank overnight deposits at April
2017, the Group has a sizeable liquidity buffer for future bond
maturities.

Sella's capital position continued to strengthen mainly thanks to
asset disposals. At March 2017, the Group reported a Common
Equity Tier 1 (CET1) ratio (phased-in) and a Total Capital ratio
of 11.96% and 13.53%, respectively, which compares well with the
minimum CET1 ratio of 6% and minimum Total Capital ratio of 9.75%
set by the Bank of Italy under the SREP process for 2017. At
March 2017, Banca Sella SpA, the main operating subsidiary,
reported a CET1 ratio of 15.27% and a Total Capital ratio of
18.49%.

RATING DRIVERS

Upward rating pressure would require further improvement in the
Group's profitability and risk profile supported by adequate
capital levels. Conversely, negative rating implications could
result from a material deterioration in Sella's franchise, risk
profile or financial position.


SISAL GROUP: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
-----------------------------------------------------------
S&P Global Ratings said it has revised its outlook on Italy-based
gaming and payments services operator Sisal Group S.p.A. to
negative from stable.  At the same time, S&P affirmed the 'B+'
long-term corporate credit rating on Sisal.

S&P also revised its outlook on the parent company, Schumann
S.p.A., to negative from stable and affirmed S&P's 'B+' long-term
corporate credit rating.

At the same time, S&P affirmed its 'B+' issue rating on the
EUR725 million senior secured notes.  The recovery rating is
unchanged at '3', indicating S&P's expectations of meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of a
payment default.

In addition, S&P affirmed its 'BB-' issue rating on the
EUR125 million super senior revolving credit facility (RCF).  The
recovery rating is unchanged at '2', indicating S&P's
expectations of substantial recovery (70%-90%; rounded estimate:
85%) in the event of a payment default.

The outlook revision on Sisal reflects the possibility that S&P
could lower the ratings if the company fails to renew the NTNG
license in the tender procedure in the next 12 months.

The concession for the operation and development of NTNG, which
includes SuperEnalotto, was acquired by Sisal in 2009 with a
maturity of nine years.  The concession expires in June 2018 and
the new tender is expected to take place by the end of 2017 with
a starting bidding price of EUR100 million and maturity of nine
years.  SuperEnalotto was very popular about 10 years ago but due
to competition from other games it has lost its attractiveness.
However, the relaunch of the new SuperEnalotto in February 2016,
which introduced an increased payout and average jackpot level,
was a success and resulted in a 42% increase in the lottery
business segment's EBITDA.

Considering the increased appeal of SuperEnalotto, S&P believes
that the license tender will be challenging.  Should Sisal not
win the tender, the concession would expire and Sisal would lose
20%-25% of the total EBITDA that is currently derived from this
concession.  S&P believes that this would materially impact the
profitability of the company and its competitive standing.

Sisal's business risk continues to reflect its leading position
in Italy, above average profitability, and greater margin
stability compared to rated peers, which stems from the relative
predictability of its payments services business.  This business
segment adds diversity to the company and is what sets it apart
from other Italian peers.

S&P notes, however, that there continues to be significant
pressure on the company's revenues as a result of higher taxes on
gaming machines.  After the 2016 Budget Law introduced higher
taxes in 2016, further increases were approved for VLTs (video
lottery terminals) and AWPs (amusement with prizes) in April
2017, which put Sisal's profitability at considerable risk.
However, S&P believes that the company will be able to partially
offset the negative tax impact by adjusting its VLTs payout down,
which is currently at about 88.2% while the minimum payout is
85%.

Despite adjusted debt to EBITDA being about 4.5x, Sisal's
financial risk profile is capped by its financial sponsor
ownership, which suggests a more aggressive financial policy.
That said, S&P applies a one-notch uplift to the rating to
reflect the relative strength of Sisal's metrics compared to
other issuers with a highly leveraged financial risk profile.
Specifically, S&P expects adjusted EBITDA interest coverage to
remain above 3.0x and adjusted leverage to be slightly above
4.0x.

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

   -- Slight increase in total revenues and EBITDA in 2017 driven
      by growth expected from the lottery, online gaming, and
      payments and services business segments.  S&P expects this
      to offset the higher taxes on the retail gaming business
      segment.

   -- S&P estimates S&P Global Ratings-adjusted EBITDA will be
      about EUR200 million in 2017, slightly increasing in 2018.
      S&P's base case assumes a successful renewal of
      SuperEnalotto's license, although we understand that this
      is still at risk.

   -- The Italian economy will grow by about 0.9% in 2017 and
      1.0% in 2018, although S&P do not link revenues directly to
      GDP growth as, in its opinion, regulation is a key
      performance driver in the gaming sector.  S&P forecasts
      adjusted EBITDA margins to remain at about 22% in the next
      three years.  This is on the back of Sisal's cost savings
      program and network rationalization offsetting the negative
      impact of higher gaming machine taxes.

   -- Capital expenditure (capex) is expected to increase to
      EUR91 million in 2017 and EUR110 million in 2018, from
      EUR45 million in 2016, mainly due to the lottery license
      renewal which would be paid in two parts; 50% in 2017 and
      50% in 2018.

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

   -- Adjusted debt to EBITDA of about 4.3x in 2017 and 2018
      (versus 4.4x in 2016).

   -- Adjusted free operating cash flow (FOCF) of about
      EUR33 million in 2017 and EUR9 million in 2018 (versus
      EUR84 million in 2016), affected by high capex.

   -- Adjusted EBITDA interest coverage of 3.6x in 2017 and
      2018(versus 3.2x in 2016).

Should the license not be renewed, S&P expects adjusted debt to
EBITDA to increase to slightly above 5.0x in 2018 and 2019, and
adjusted EBITDA interest coverage to decrease to about 3.0x.

The negative outlook reflects S&P's view of at least a one-in-
three likelihood of a downgrade in the next 12 months if the
lottery license expiring in June 2018 is not renewed in the
tender -- which is expected to take place at the end of 2017.
This would result in a 20%-25% decline in EBITDA, leading to
adjusted debt to EBITDA above 5x and adjusted EBITDA interest
coverage below 3x.

S&P could lower the ratings in the next 12 months if adjusted
leverage metrics increased to above 5x or adjusted EBITDA
interest coverage fell below 3x.  This could occur if Sisal is
unable to renew its lottery license or if CVC started showing
clear signs of a more aggressive financial policy, for example if
it decided to undertake sizable debt-financed acquisitions or a
dividend recapitalization.

S&P could also take a negative rating action if it saw evidence
of a more prolonged, declining trend in revenues and EBITDA or
adverse changes in regulation, which the management is not able
to offset with lower payout or efficiencies.  S&P could also
consider lowering the ratings if Sisal's liquidity weakened
significantly from current levels.

S&P sees an upgrade as unlikely over the next 12 months
considering Sisal's financial sponsorship.  However, S&P could
consider a positive rating action if CVC can demonstrate a track
record of deleveraging, supported by healthy FOCF generation,
resulting in adjusted debt to EBITDA below 4x and adjusted FOCF
to debt above 10% on a sustainable basis.


UNIPOL GRUPPO: Fitch Affirms 'BB' Subordinated Debt Rating
----------------------------------------------------------
Fitch Ratings has affirmed Unipol Gruppo's (Unipol) Long-Term
Issuer Default Rating (IDR) at 'BBB-'. Fitch has also affirmed
UnipolSai's (Unipol's primary insurance subsidiary) Insurer
Financial Strength (IFS) rating at 'BBB' and Long-Term IDR at
'BBB-'. The Outlooks on the IFS rating and the Long-Term IDRs are
Stable.

KEY RATING DRIVERS

The ratings reflect Unipol's strong market position in Italy,
where it is the largest non-life insurer by premiums, with a
market share of 21%. However, Unipol's ratings are heavily
influenced by its large exposure to Italian sovereign debt as
well as Fitch's expectation that the extremely weak credit
quality of its banking operations (Unipol Banca; IDR: BB/Stable
Viability Rating: ccc) is likely to negatively affect its strong
capital position.

Fitch's view on Unipol's capital is driven by the company's score
under Fitch's Prism Factor Based Model (Prism FBM). Unipol's
Prism FBM score was 'Strong' based on end-2016 data, in line with
2015. However, Fitch believes that Unipol's ownership of Unipol
Banca could weaken its capital, in view of the likely need to
support the banking operations. The financial leverage ratio
(FLR) was high at 34% at end-2016. Fitch expects FLR to decrease
in 2017, but to remain commensurate with the ratings.

The exposure of Unipol to Italian government debt (IDR:
BBB/Stable) was EUR36 billion at end-2016, about 4x consolidated
shareholders' funds. As is the case for most Italian insurers,
this exposure creates concentration risk in Unipol's investment
portfolio. However, Unipol plans to reduce this exposure in
favour of corporate bonds and other asset classes. In addition,
Unipol's exposure to real-estate assets (about 7% of total
investments at end-2016) weighs on its ratings, as some of these
are loss-making. Unipol is committed to reducing its exposure to
real estate although the difficult Italian property market
hampers this policy.

Unipol's non-life combined ratio net of reinsurance deteriorated
to 96% at end-March 2017 (end-March 2016: 95%), but remained well
above the median for its rating category. Unipol's net income
increased to EUR107 million at end-March 2017 (2016: EUR92
million). However, non-insurance operations still make a weak or
negative contribution to overall net profitability. Consequently,
Unipol's 2012-2016 average return on equity was 5%, a level
commensurate with the ratings. Fitch expects Unipol's net
profitability to remain at least at this level in 2017, but net
profit can be volatile due to the uncertainty linked to non-
insurance operations.

Unipol's consolidated regulatory Solvency II ratio, calculated
using undertaking specific parameters (USP), decreased to 137% at
end-March 2017 from 141% at end-2016. Unipol expects its
consolidated Solvency II ratio for 2016-2018, calculated using
USP, to be in the range of 120%-160%. However, like many other
Italian insurers, Unipol could face a significant increase in
regulatory capital charges if European authorities remove the
zero risk-weighting for European sovereigns.

Fitch considers Unipol's exposure to interest rate risk as low.
This reflects adequate asset and liability matching and lower
minimum guarantees on new business (0% for the newest products),
which also reduces the proportion of the in-force life reserves
that carry financial guarantees. Furthermore, most of the
guarantees only have to be paid at maturity rather than annually
(which would be more onerous), allowing Unipol greater
flexibility in dealing with low investment returns in any
particular year.

RATING SENSITIVITIES

Unipol's ratings could be downgraded if Prism FBM score falls
below 'Strong' or return on equity falls below 3%, for a
sustained period. Unipol's ratings are likely to be downgraded if
Italy's sovereign rating is downgraded.

Unipol's ratings could be upgraded if Italy is upgraded, provided
that its Prism FBM score remains 'Strong' and return on equity
remains above 6% for a sustained period.

FULL LIST OF RATING ACTIONS

Unipol Gruppo
Long-Term IDR affirmed at 'BBB-'; Outlook Stable
EMTN programme: affirmed at 'BB+'
Senior unsecured debt: affirmed at 'BB+'

UnipolSai
IFS rating affirmed at 'BBB'; Outlook Stable
Long-Term IDR affirmed at 'BBB-'; Outlook Stable

EMTN programme:
Senior debt: affirmed at 'BBB-'
Dated/undated subordinated debt: affirmed at 'BB'

Dated subordinated debt: affirmed at 'BB+'
Undated subordinated debt: affirmed at 'BB'



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


BABSON EURO 2014-2: Fitch Rates EUR16.5MM Class F Notes B-
----------------------------------------------------------
Fitch Ratings has assigned Babson Euro CLO 2014-2 B.V.'s
refinanced notes final ratings:

EUR297.4 million Class A-1 notes: 'AAAsf': Outlook Stable
EUR31.6 million Class A-2 notes: 'AAAsf'; Outlook Stable
EUR37.9 million Class B-1 notes: 'AAsf'; Outlook Stable
EUR21.1 million Class B-2 notes: 'AAsf'; Outlook Stable
EUR35.0 million Class C notes: 'Asf'; Outlook Stable
EUR28.5 million Class D notes: 'BBBsf'; Outlook Stable
EUR38.0 million Class E notes: 'BBsf'; Outlook Stable
EUR16.5 million Class F notes: 'B-sf'; Outlook Stable

STRUCTURAL HIGHLIGHTS

The weighted average life (WAL) test can be reset to 6.5 years
instead of the then current six years after the end of the non-
call period in May 2019 but only if some conditions are met. All
collateral quality tests and most portfolio tests would need to
be satisfied as of the end date of the non-call period.

In addition, the adjusted collateral principal amount would needs
to be above EUR543 million, ie less than EUR6 million below the
target par of EUR549 million, to preserve the available credit
enhancement at the time of the potential WAL test reset.

The proceeds of this issuance were used to redeem the old notes.
The refinanced CLO envisages a further four-year replenishment
period, with a new identified portfolio comprising the existing
portfolio, as modified by sales and purchases conducted by the
manager in the ramp-up period following the closing date. The
portfolio will be managed by Barings (U.K) Limited. The
reinvestment period will end in May 2021.

KEY RATING DRIVERS

'B'/'RR2' Average Credit Quality
The average credit quality of the current portfolio is in the 'B'
category, as based on Fitch's ratings and credit opinions on the
obligors currently in the pool. The Fitch weighted average rating
factor of the current portfolio is 30.8. The Fitch weighted
average recovery rate of the current portfolio is 69.5%, which is
in line with an average 'RR2' recovery rating.

Concentration Limits Ensure Diversification
The transaction includes limits to top 10 obligor concentration,
which are in line with recent European CLOs. The transaction also
includes limits to maximum industry exposure based on a different
classification from Fitch industries. The maximum exposure to the
largest, and to each of the next four largest industries is
covenanted at 15% and 12%, respectively.

Market Risk Exposure Mitigated
Between 3% and 16% of the portfolio may be invested in fixed rate
assets, while fixed rate liabilities account for 9.3% of the
target par amount providing a partial interest rate hedge. The
transaction is allowed to invest up to 20% of the portfolio in
non-euro-denominated assets but only if hedged with perfect asset
swaps.

RATING SENSITIVITIES

A 25% increase in the obligor default probability could lead to a
downgrade of up to two notches for the rated notes. A 25%
reduction in expected recovery rates could lead to a downgrade of
up to two notches for all rated notes except the class E for
which it could lead to a four-notch downgrade.


DELFT BV 2017: DBRS Confirms BB(low) Rating on Class E Notes
------------------------------------------------------------
DBRS Ratings Limited confirmed its ratings on 37 classes of notes
across eight Dutch residential mortgage-backed securities (RMBS)
transactions as follows:

-- BEST 2010 B.V. Senior Class A Mortgage-Backed Floating Rate
    Notes confirmed at AAA (sf)
-- BEST 2010 B.V. Mezzanine Class B Mortgage-Backed Floating
    Rate Notes confirmed at AA (sf)
-- BEST 2010 B.V. Junior Class C Mortgage-Backed Floating Rate
    Notes confirmed at BBB (low) (sf)
-- Candide Financing 2007 NHG B.V. Class A Notes confirmed at AA
    (sf)
-- Delft 2017 B.V. Class A confirmed at AAA (sf)
-- Delft 2017 B.V. Class B confirmed at AA (sf)
-- Delft 2017 B.V. Class C confirmed at A (sf)
-- Delft 2017 B.V. Class D confirmed at BBB (sf)
-- Delft 2017 B.V. Class E confirmed at BB (low) (sf)
-- Dolphin Master Issuer B.V. Series 2010-1, Class A3 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2010-1, Class A4 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2012-2, Class A1 confirmed
    at  AAA (sf)
-- Dolphin Master Issuer B.V. Series 2012-2, Class A5 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2012-2, Class A6 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2012-2, Class A7 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2012-2, Class B confirmed
    at AA (sf)
-- Dolphin Master Issuer B.V. Series 2012-2, Class C confirmed
    at A (sf)
-- Dolphin Master Issuer B.V. Series 2013-1, Class A2 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2013-2, Class A confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2014-1, Class A confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2014-2, Class A confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2014-3, Class A confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2015-1, Class A1 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2015-1, Class A2 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2015-1, Class A3 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2015-1, Class A4 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2015-3, Class A confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2016-1, Class A1 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2016-1, Class A2 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2016-1, Class A3 confirmed
    at AAA (sf)
-- Dolphin Master Issuer B.V. Series 2016-1, Class A4 confirmed
    at AAA (sf)
-- Essence IV B.V. Senior Class A Mortgage-Backed Fixed Rate
    Notes confirmed at AAA (sf)
-- Essence V B.V. Class A Notes confirmed at AAA (sf)
-- Essence VI B.V. Class A confirmed at AAA (sf)
-- Orange Lion VII RMBS B.V. Class A2 confirmed at AAA (sf)
-- Orange Lion VII RMBS B.V. Class A3 confirmed at AAA (sf)
-- Orange Lion VII RMBS B.V. Class A4 confirmed at AAA (sf)

The rating actions are the result of a full review of each
transaction following publication of DBRS's "European RMBS
Insight: Dutch Addendum" (the Dutch Addendum or the Addendum) on
24 April 2017. The Addendum follows the publication of the
"European RMBS Insight Methodology" (the Methodology) on 17 May
2016. The Methodology introduced a new proprietary default model
(the European RMBS Insight Model or the Model) that forecasts the
expected defaults and losses of portfolios of European
residential mortgages. The Model combines a loan-scoring approach
and dynamic delinquency migration matrices to calculate loan-
level defaults and losses. The loan-scoring models and dynamic
delinquency migration matrices are developed using
jurisdictional-specific data on loans, borrowers and collateral
types. In addition, the European RMBS Insight Model uses a home
price model to generate market value decline rates (MVDs).

DBRS currently rates 53 tranches from nine Dutch RMBS
transactions that are now analysed using the Methodology and
introduction of the European RMBS Insight Model. However, DBRS
has taken rating actions on 37 classes of notes across eight
Dutch transactions, given that DBRS has received notification of
the full redemption of the outstanding notes issued by Goldfish
Master Issuer B.V. to take place on 30 May 2017.

The Dutch Addendum is the third jurisdictional addendum published
for the Methodology. Analysis of Dutch residential mortgages per
the Dutch Addendum includes indexation of the underlying property
values of both frequency of default and severity of losses. The
Dutch Addendum details the Dutch Mortgage Scoring Model (Dutch
MSM), which was constructed using logistic regression with 29
parameters from 16 variables determined to assess the relative
credit risk of the Dutch residential mortgages. The Dutch MSM was
built with objective variables (loan and borrower
characteristics) and judgemental variables (Dutch Underwriting
Score and Deal Quality).

In addition, 12 risk segments were estimated based on scoring of
the universe of eligible loans (per defined DBRS criteria) used
to construct the Dutch MSM with a delinquency migration matrix
estimated for each risk segment based on the observed roll rates.
Rating scenario MVDs are determined for each of the 12 regions of
the Netherlands (and the national level) using the house price
data published by Statistics Netherlands.

Along with the material changes introduced by the Methodology,
all the rating actions are based on the following analytical
considerations:

-- Portfolio performance, in terms of delinquencies and
    defaults.
-- The default, recovery and loss assumptions on the remaining
    collateral pool.
-- Current credit enhancement (CE) available to the notes to
    cover the expected losses at each tranche's respective rating
    levels.

Each portfolio was analysed using the European RMBS Insight
Model. Cash flow stresses were undertaken on each class of notes
to test the ability of the transaction to pay principal and
interest consistently with the terms and conditions of the notes
and the assigned ratings, given the assumptions in terms of
frequency of defaults and severity of losses in a given rating
scenario.


VODAFONEZIGGO GROUP: Fitch Affirms BB- IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has revised the Outlook on VodafoneZiggo Group BV's
(VODZiggo) Long-Term Issuer Default Rating (IDR) to Negative from
Stable. All ratings, including related instrument ratings are
affirmed.

Fitch has revised its rating-case assumptions following guidance
provided with the company's 1Q17 results. Based on this revised
base case, Fitch is now forecasting funds from operations (FFO)
net leverage to remain above the 5.2x downgrade threshold through
2019. The progress of the JV, uncertainties over the timing of
synergies and ultimate upside from convergent opportunities, as
well as how leverage policy will unfold, provide some latitude in
how Fitch views forecast metrics. The extended period of above-
threshold leverage envisaged in Fitch forecasts underpins the
Negative Outlook.

VODZiggo's ratings are supported by its strong underlying
operating profile balanced by what in the near term is likely to
be a weakened cash flow, and depending on management's intentions
over shareholder payments, a period of heightened leverage. A
good competitive position has been built on its fully upgraded
cable network with near-nationwide coverage and soundly invested
mobile network. The Dutch telecoms market is consolidating to a
smaller number of larger players. The JV with Vodafone (VOD)
enhances the operating profile and is likely over time to support
more rational market pricing.

KEY RATING DRIVERS

Leverage, Negative Outlook: VODZiggo's 2017 guidance for
operating cash flow (OCF) of EUR1.65 billion and shareholder
payments of at least EUR500 million has been used to rebase
Fitch's central rating case. The company closed 2016 with FFO net
leverage (pro forma for EUR2.8 billion of escrow cash) of around
5.5x. Fitch revised forecasts expect this metric will remain at a
similar level through 2019. A key variable in the forecasts is
the cash distributed to shareholders; Fitch assuming guidance for
2017 to serve as something of a floor. A forecast metric above
the 5.2x downgrade threshold for such a sustained period
underpins the Negative Outlook.

Cable Operations Stabilising: The cable operations appear to be
stabilising following the integration difficulties faced by the
group after the merger of Ziggo and UPC Netherlands in 2015.
Cable subscription revenues have been flat in each of the past
two quarters (to 1Q17), while operational metrics are also
showing tangible signs of repair - revenue-generating unit losses
had fallen to 5,000 in 1Q17 compared with 40,000 in 1Q16, and
cable average revenue per user (ARPU) was up 3% in 1Q17 driven by
subscription price rises. Fitch considers management action taken
to improve the overall video offer and customer service should
provide ongoing support for the cable business.

Mobile Conditions Remain Challenging: Results for 1Q17 identify
ongoing weakness in the former Vodafone NL mobile operations with
the enlarged group's mobile revenues down 7% and the margin
compression experienced across the group largely driven by mobile
performance. Operational metrics confirm these pressures with
both net customer additions and ARPU experiencing ongoing
declines. At a market level service revenues continue to decline
at low to mid-single-digit rates, the market yet to benefit from
a more balanced competitive environment given what Fitch views as
the convergent potential of the incumbent, KPN, and VODZiggo.

Improved Market Structure: In an advanced communications market,
convergence is in Fitch's view likely to become increasingly
important in the service offer. Following the merger, the market
structure will include VODZiggo and KPN as most obviously
positioned to exploit convergence and to capitalise on cross-
selling opportunities, leaving Tele2 and T-Mobile providing
largely mobile only services. The benefits of market
consolidation are likely to take time and it will be important
for the VODZiggo integration to go well. In the near term it is
possible that Tele2, in particular, will continue to be
disruptive in mobile, placing continued pressure on this part of
the business.

Merger Benefits: Fitch views the combination of the Vodafone
mobile assets with Ziggo's cable operations a good strategic fit.
It brings together a near ubiquitous (92% population coverage)
high-speed hybrid fibre cable network and strong triple-play
cable offer with the country's second-largest mobile player.
Vodafone had an estimated 33% mobile service revenue share at
end-3Q16. Management are targeting combined opex and capex
synergies of EUR210 million by 2020, delivery of which will be
important given the dilutive effect of the lower margin mobile
business.

Public Leverage Target: VODZiggo's policy is to manage covenant
leverage between 4.5x and 5.0x and to distribute excess cash to
shareholders. Covenant leverage is based on an annualised OCF,
adds back 75% of targeted opex synergies and excludes vendor
financing liabilities. Fitch estimates these adjustments to
understate forecast 2017 leverage by around 0.5x. Some of the
delta will ameliorate as synergies are delivered. However, the
basis of how financial policy is defined and the level of
shareholder payments made, may keep FFO net leverage at or higher
than the downgrade guideline if management choose to manage close
to the high end of target leverage.

DERIVATION SUMMARY

VODZiggo's ratings are underpinned by a solid operating profile,
strengthened by the prospect of a strong convergent position
following formation of the JV and an improved operating
environment. The cable business appears to be stabilising. Its
mobile operations remain under pressure given the competitive
environment, while the company exhibits weaker financial metrics
than would be expected at the rating level, including high
leverage. The company's closest peers - Virgin Media Inc. and
Telenet N.V. (both BB-/Stable) - offer similar characteristics in
terms of business and market potential, but are performing more
strongly operationally and have stronger financial metrics. Fitch
expects business performance at VODZiggo to stabilise and improve
over time. Where the rating stabilises will depend on the timing
of integration benefits and recovery in the mobile business,
along with the shareholders' ultimate intentions with respect to
distributions and leverage.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch ratings case for 2017 are
listed below.

   - 2017 OCF/EBITDA before integration costs (of EUR30 million)
     of EUR1.68 billion. This value includes the shareholder
     recharges of around EUR210 million - EUR50 million
     integration costs taken below FFO.

   - 50% of shareholder recharges written back to FFO -
     reflecting their capex nature.

   - Capex to sales of around 23% - including EUR105 million of
     shareholder recharge capex, with capex/sales excluding the
     recharge of around 21% in line with public guidance.

   - shareholder payments of i) EUR2.8 billion (the JV recap) and
     ii) EUR500 million.

The following forecast years reflect stabilisation/low single-
digit growth in revenues and margin expansion reflecting scale
economies and the delivery of synergies.

   - integration costs of EUR280 million are taken below FFO and
     assumed EUR50 million in 2017; EUR90 million in 2018 and
     2019, declining thereafter,

   - shareholder payments to remain at least EUR500 million a
     year.

RATING SENSITIVITIES

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

   - FFO adjusted net leverage sustainably below 4.5x (5.5x at
end-2015), with strong and stable FCF generation, reflecting a
stable competitive and regulatory environment

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

   - Failure to reduce FFO adjusted net leverage to below 5.2x by
end-2018 (5.5x at end-2016) on a consistent basis

   - Further deterioration in competitive pressures and inability
to show recovery in operational performance

LIQUIDITY

Sound Liquidity: At end-1Q17, the company reported cash of EUR273
million and an undrawn credit facility due 2022 of EUR800
million. Experience across the Liberty Global group is that cash
is typically managed at low levels. Comments from VODZiggo's
joint shareholders indicate this is also likely to be the case in
the JV and available excess cash upstreamed to the shareholders.
The debt structure is a combination of secured bank and bond
debt, and unsecured bonds. Vendor financing is not included in
covenant leverage but is included in all Fitch defined metrics.

FULL LIST OF RATING ACTIONS

Company Name

VodafoneZiggo Group BV
Long-Term Issuer Default Rating (IDR):'BB-' affirmed; Outlook
revised to Negative from Stable

Ziggo B.V.
Secured Bank Debt/Secured Notes:'BB+'/'RR1' affirmed

Ziggo Secured Finance B.V.
Secured Bank/Secured Notes:'BB+'/'RR1' affirmed

Ziggo Secured Finance Partnership
Secured Bank Debt 'BB+'/'RR1' affirmed

LGE HoldCo VI B.V.
Senior Notes:'B'/'RR6' affirmed

Ziggo Bond Finance B.V.
Senior Notes:'B'/'RR6' affirmed



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


BANK URALSIB: S&P Affirms 'B-/B' CCRs, Outlook Stable
-----------------------------------------------------
S&P Global Ratings said that it had revised its outlook on
Russia-based Bank URALSIB (PJSC) to stable from positive.  S&P
affirmed the 'B-/B' long- and short-term counterparty credit
ratings.

The revision of the outlook to stable from positive reflects
S&P's view that the bank's management team could potentially face
challenges as it implements the ambitious strategy aimed at
restoring Bank URALSIB's market positions.  S&P thinks that the
new strategy may entail accumulation of new credit risks amid the
difficult operating environment for banks in Russia.  Although
S&P expects management's efforts to be successful, S&P considers
that it will have better visibility as to a possible improvement
in the bank's creditworthiness beyond S&P's outlook horizon of
12-18 months.

According to S&P's estimates, the bank's loan portfolio growth
planned for 2017-2018 significantly exceeds the 5%-7% average
annual lending growth rate that S&P envisage for the Russian
banking sector.  This planned asset expansion includes both
organic and nonorganic growth through the merger with two smaller
sister banks.  These banks are Baltic Financial Agency Bank,
which had assets of Russian ruble (RUB) 36 billion (approximately
$594 million) on April 1, 2017, under Russian accounting
standards, right before the merger, and Bashprombank, which had
assets of RUB510 million.  Although S&P do not expect the
nonorganic growth to entail any material risks, given the banks'
close cooperation over the past year, S&P believes that overall
rapid asset expansion may lead to an accumulation of credit
risks, owing to the deficit of good-quality borrowers currently
in Russia.

At the same time, S&P expects that the recent mergers will help
Bank URALSIB strengthen its market positions in the corporate
segment in the North-West region of Russia and the retail segment
in Bashkortostan and will support the group's cost efficiency.

S&P assess Bank URALSIB's capital and earnings as moderate, as
S&P anticipates the bank's risk-adjusted capital (RAC) ratio will
be in the range of 6.0%-6.9% in the next 12-18 months.  The
bank's capitalization improved materially in 2015 as the bank
received loans from the Deposit Insurance Agency (DIA) after the
launch of its financial rehabilitation process and cancelled its
subordinated debts totaling about RUB21 billion.  DIA loans
provided at below average market interest rates resulted in
capital gains of RUB50 billion recognized in the financial
accounts under International Financial Reporting Standards
(IFRS).

S&P notes positively the return to profitability and improvement
of Bank URALSIB's operating efficiency over the past year.  The
bank's cost-to-income ratio improved to 62% in 2016 from the
average of 106% in 2012-2015.  The bank earned RUB1.2 billion in
operating profits in 2016 after generating
significant operating losses in 2012-2015.  The bank has
recognized and written off RUB19.2 billion in losses in its
insurance subsidiary.  The problem leasing assets were sold to
affiliate Financial Corporation URALSIB with a further plan to
sell the property to a third-party investor.

S&P expects the bank's nonperforming loans (NPLs, loans overdue
by more than 90 days) to decrease to 10%-12% in the next 12-18
months, down from 18% at the end of 2016.  In S&P's opinion, this
will result from the bank's working out of old problem assets as
well as generation of new loans that S&P do not expect to have
seasoned by that time.  S&P notes, however, that the level of
NPLs may increase again as the newly generated loans mature.

S&P expects Bank URALSIB to benefit from the good access to
funding as it has an entrenched franchise in the retail and small
and midsize enterprises segments in Russian regions.

The stable outlook reflects S&P's view that Bank URALSIB's
creditworthiness will remain balanced over the next 12-18 months.
S&P expects that the bank's management team will be able to
manage growth to preserve the current capital buffer, as
indicated by S&P's RAC ratio staying above 5%. Credit costs are
likely to stabilize at the sector average level of around 2.5%-
3.0% short term, supporting internal capital accumulation.

S&P does not expect any risks coming from the integration of the
two sister banks, given the banks' close cooperation over the
past year.

S&P may upgrade Bank URALSIB if we see a positive track record of
the management team restoring the bank's market position and
managing its high growth rate while not accumulating excessive
risks.  S&P would need to see a decrease in the bank's NPLs to
the sector average level of 8%-10%.

S&P may downgrade Bank URALSIB if the bank's capitalization
materially eroded with S&P's RAC ratio falling below 5% as a
result of the rapid asset expansion not compensated by capital
inflow.  S&P may also take a negative rating action if the bank
had to create new loan loss provisions at higher level than S&P
currently anticipates, or incurred other material unexpected
losses.


EVRAZ GROUP: Fitch Revises Outlook to Stable, Affirms BB- IDR
-------------------------------------------------------------
Fitch Ratings has changed the Outlook for Russia-based Evraz
Group SA's (Evraz Group) and its holding company Evraz plc's
(Evraz) to Stable from Negative, affirming their respective Long-
Term Issuer Default Ratings (IDR) at 'BB-'. Evraz's 82% owned-
subsidiary and Russian coal company PAO Raspadskaya' Long-Term
IDR has also been affirmed 'B+'. The Outlook on Raspadsksya's IDR
has been revised to Stable from Negative.

Simultaneously, Fitch has withdrawn the ratings of Raspadskaya
and of Evraz plc for commercial reasons.

KEY RATING DRIVERS

Outlook Changed to Stable: The stabilisation of the Outlook for
all the ratings follows faster deleveraging than initially
expected by Fitch, made possible by a better steel and coking
coal price environment as well as what Fitch perceive to be a
stronger management commitment to reduce absolute debt levels
versus shareholder-friendly measures. As of December-2016 Evraz's
total debt stood at USD5.9 billion against USD6.7 billion in
2015, which translates into FFO gross leverage of 4.3x in 2016
against 5.6x in 2015.

To achieve further deleveraging Evraz will direct the proceeds
from the sale of the Nakhodka port which was announced in May
2017 to debt repayment and redeem USD345 million of 2019 bonds of
its subsidiary in North America. The group's FFO leverage is
trending towards 3.6x in 2017, and Fitch expects it to remain
below 3.5x by 2019, with a spike in 2018 below 4.0x due to the
expected correction in steel and coking coal prices that would
follow several quarters of recovery since 2H16.

Outlook for Russian Steel Stable: The stable sector outlook for
2017 reflects Fitch expectations that low but positive GDP growth
in 2017 will continue to release the steel demand that was
constrained in key end-markets in 2014-2016. Fitch Ratings
forecasts 1.4% GDP growth in 2017 and 2.2% in 2018, from a 0.5%
decline in 2016, due to reduced uncertainty, exchange-rate
stability and supportive oil prices. Fitch also expects a pick-up
in the domestic construction industry and an increase in
investment in the energy sector as oil prices increase.

Iron Ore, Coal Drive Steel Prices: Fitch expects raw material
price movements to be the main driver for steel prices in 2017
and forecast a gradual decline throughout the year, from recent
highs. Steel prices have increased since November 2015. Recent
price rises have been driven by an increase in raw material
prices, particularly coking coal. There are positive signs from
domestic demand in Russia, which Fitch believes may support steel
prices in the longer term. However, in the short term Fitch
expects changes in raw material prices to have a stronger impact
on prices.

Evraz's key domestic end-markets are construction (35% of 2016
sales volumes), and railway products (10%), while about 47% of
Russian production is exported in the form of semi-finished
products. Following positive market sentiment for steel,
construction and railway prices recovered by 20% in 1Q17 qoq, but
Fitch believes that prices will stabilise in 2H17 following
cheaper raw material costs and a still high level of Chinese
exports.

Cost-Competitive: Evraz Group benefits from high self-sufficiency
in iron ore of 81% and coking coal of 195%, including supplies of
coal from its subsidiary Raspadskaya. Consequently, it is better
placed across the steel market cycle to control the cost base of
its upstream operations than less integrated Russian and
international steel peers.

Limited Profitability: However, in terms of EBITDA generation
Evraz has the lowest profitability among its peers. The group's
profitability was 20% in 2016 (up by 4pp yoy) compared to a 32%
EBITDA margin for Severstal, 29% EBITDA margin for MMK and 25%
for NLMK. This is partly due to Evraz's exposure to the
fragmented Russian construction market, and more specifically to
the less value-added long-steel product market. Competition in
the long-steel product market from a number of small/mid-size
players has been fierce, leading to lower margins for rebars.
Evraz's peers are mostly exposed to the more concentrated flat-
steel product market.

Evraz's coking coal division has benefited from positive price
momentum since 4Q16 and contributed around 40% to the group's
EBITDA in 2016, compared to 24% contribution in 2015.

Corporate Governance: Fitch regards corporate governance at Evraz
as average compared with its Russian peer group. However, Fitch
continues to notch down the rating twice relative to
international peers, due to higher-than-average systemic risks
associated with the Russian business and jurisdictional
environment.

Raspadskaya Ratings Linked to Evraz: Ties between Evraz plc and
Raspadskaya strengthened after Evraz increased its ownership to
82% in January 2013. The companies have since merged several
support departments, such as treasury, logistics and other
operations to increase synergies. Evraz remains a top-three off-
taker for Raspadskaya, which plays a crucial part in Evraz's
integration into coal. Nevertheless, a one-notch rating
differential remains appropriate and reflects the absence of
formal downstream corporate guarantees from Evraz for
Raspadskaya's debt.

DERIVATION SUMMARY

Evraz's 'BB-' rating (or 'BB+' excluding corporate governance
discount) is adequately positioned against its Russian steel
peers NLMK ('BBB-'/Stable), Severstal ('BBB-'/Stable) and MMK
('BB+'/Positive) on each comparative, including the scale and
size of the operations, business diversification and vertical
integration. Evraz is however more reliant on the domestic
construction market, which has been in recession since 2015,
reducing Evraz's profitability. Evraz also has higher leverage
than its peers. No Country Ceiling impacts the rating. However,
Fitch continues to notch down the rating twice relative to
international peers, due to higher-than-average systemic risks
associated with the Russian business and jurisdictional
environment. Fitch continues to apply the parent-subsidiary
methodology for Evraz's coal subsidiary - Raspadskaya.

KEY ASSUMPTIONS

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

- USD/RUB 61 in 2017, 60 in 2018 and 58 in 2019

- steel and coal sales volumes to remain flat in 2017-2018 and
   progressively recover thereafter (1%-2% p.a. in 2019 and 2020)

- increase in prices of steel products in 2017 (+10%), followed
   by a price correction in 2018 and a moderate recovery
   thereafter (2%-5% p.a.)

- USD550 million capex in 2017-2018, USD450m thereafter

- no dividend payments or share buybacks.

RATING SENSITIVITIES

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

- Further absolute debt reduction with FFO adjusted gross
   leverage moving sustainably below 3.0x

- FFO-adjusted net leverage below 2.5x

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

- FFO adjusted gross leverage sustained above 3.5x
- FFO-adjusted net leverage sustained above 3.0x
- FCF generation used for other purposes than debt reduction
- Failure to generate material positive FCF

LIQUIDITY

Sufficient Liquidity: Fitch views Evraz's liquidity as
comfortable. Management has refinanced the company's significant
Eurobond debt maturities falling in 2018-2020 and for some
facilities obtained a covenant holiday until December 2017 and
June 2018.

In March 2017, management tendered some of the notes maturing in
2018 and 2020 using the proceeds from the new USD750 million
Eurobond. Evraz is also planning to achieve deleveraging by
redeeming the USD345 million secured notes hold by Evraz North
America initially due in 2019, and by directing USD295 million
net proceeds from the sale of the port Nakhodka to reduction of
the total debt.

At end-December 2016, Evraz had USD294 million upcoming debt
maturities in 2017 and USD471 million in 2018 (post tender offer)
against USD1,157million cash balances of which Fitch assume
USD200m is required to maintain the minimum level of operations.
In addition, Fitch expects the company to generate around USD900
million FCF over 2017-2018.

FULL LIST OF RATING ACTIONS

Evraz Group SA
-- Long-Term IDR affirmed at 'BB-'; Outlook revised to Stable
    from Negative
-- Short-Term IDR affirmed at 'B';
-- Senior unsecured long-term rating affirmed at 'BB-';
    Evraz plc
-- Long-Term IDR affirmed at 'BB-' and Withdrawn; Outlook
    revised to Stable from Negative
-- Short-Term IDR affirmed at 'B' and Withdrawn;

PAO Raspadskaya
-- Long-Term IDR affirmed at 'B+' and Withdrawn; Outlook revised
    to Stable from Negative
-- Short-Term IDR affirmed at 'B' and Withdrawn;
-- Local-Currency Long-Term IDR affirmed at 'B+' and withdrawn;
    Outlook revised to Stable from Negative


IRON BANK: Bank of Russia Revokes Banking License
-------------------------------------------------
The Bank of Russia, by its Order No. OD-1398, dated May 29, 2017,
revoked the banking license of Moscow-based credit institution
IRON BANK (Joint-stock Company).  According to the financial
statements, as of May 1, 2017, the credit institution ranked
560th by assets in the Russian banking system.

The Bank of Russia cancels the credit institution's banking
license based on Article 23 of the Federal Law "On Banks and
Banking Activities" following the decision of the credit
institution's authorized body to terminate its activity through
liquidation according to Article 61 of the Civil Code of the
Russian Federation and the submission of the respective
application to the Bank of Russia.

Based on the data provided to the Bank of Russia, the credit
institution has enough property to satisfy creditors' claims.

In compliance with Article 62 of the Civil Code of the Russian
Federation and Article 21 of the Federal Law "On Joint-stock
Companies", a liquidation commission will be appointed to
IRONBANK.


IVY BANK: Placed on Provisional Administration
----------------------------------------------
The Bank of Russia, by its Order No. OD-1394, dated May 29, 2017,
revoked the banking license of Moscow-based credit institution
Commercial Bank Ivy Bank (Joint-stock Company).  According to the
financial statements, as of May 1, 2017, the credit institution
ranked 432rd by assets in the Russian banking system.

The credit institution's business model was of a strongly captive
nature and to a great extent focused on high-risk lending to
borrowers who were directly or indirectly related to the credit
institution's ultimate beneficiary owners.  The credit
institution-conducted transactions have led to the emergence of
grounds in its operations for regulatory measures to be taken to
prevent its failure (bankruptcy); these transactions have put its
creditors' and depositors' interests under threat.

The regulator has repeatedly applied supervisory measures to the
credit institution, including restrictions and prohibition on
household deposit taking.

The regulator deems the steps the credit institution's management
and owners have been making to normalise business operations as
ineffective and insufficient.  Under the circumstances, the Bank
of Russia has made the decision to withdraw Ivy Bank (JSC) from
the banking services market.

The Bank of Russia takes this extreme measure -- revocation of
the banking license -- because of the credit institution's
failure to comply with federal banking laws and Bank of Russia
regulations, due to repeated application within a year of
measures envisaged by the Federal Law "On the Central Bank of the
Russian Federation (Bank of Russia)", considering a real threat
to the creditors' and depositors' interests.

The Bank of Russia, by its Order No. OD-1395, dated May 29, 2017,
appointed a provisional administration to Ivy Bank for the period
until the appointment of a receiver pursuant to the Federal Law
"On Insolvency (Bankruptcy)' or a liquidator under Article 23.1
of the Federal Law -On Banks and Banking Activities".  In
accordance with federal laws, the powers of the credit
institution's executive bodies are suspended.

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


RITZ BANK: Placed on Provisional Administration
-----------------------------------------------
The Bank of Russia, by its Order No. OD-1396, dated May 29, 2017,
revoked the banking license of Petrozavodsk-based credit
institution International Commercial Bank for Development of
Investment and Technology (Centre), limited liability company, or
RITZ Bank LTD from May 29, 2017.  According to the financial
statements, as of May 1, 2017, the credit institution ranked
555th by assets in the Russian banking system. The bank is not a
member of the deposit insurance system.

As a result of a sharp liquidity deficit, RITZ Bank LTD failed to
honor its obligations to creditors and actually stopped
operations with customers.  There were signs of unscrupulous
behavior among the management and owners of the credit
institution reflected in the withdrawal of assets, as a result of
which the bank fully lost its capital.

The Bank of Russia has repeatedly applied supervisory measures to
the credit institution, including restrictions on the conduct of
certain operations.

The management and owners of RITZ Bank LTD have not taken
effective measures to bring its activities back to normal.  Under
these circumstances, the Bank of Russia performed its duty on the
revocation of the banking license of the credit institution in
accordance with Article 20 of the Federal Law "On Banks and
Banking Activities".

The Bank of Russia took such an extreme measure because of the
credit institution's failure to comply with federal banking laws
and Bank of Russia regulations, equity capital adequacy ratios
below two per cent, decrease in bank equity capital below the
minimum value of the authorized capital established as of the
date of the state registration of the credit institution, failure
to meet creditors' monetary claims, and given the repeated
application within a year of measures envisaged by the Federal
Law "On the Central Bank of the Russian Federation (Bank of
Russia)".

The Bank of Russia, by its Order No. OD-1397, dated May 29, 2017,
appointed a provisional administration to RITZ Bank LTD for the
period until the appointment of a receiver pursuant to the
Federal Law "On Insolvency (Bankruptcy)" or a liquidator under
Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies have been suspended.



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


GC PASTOR HIPOTECARIO 5: S&P Lowers Rating on Class B Notes to CC
-----------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on GC Pastor
Hipotecario 5, Fondo de Titulizacion de Activos ' class A2, C,
and D notes.  At the same time, S&P has lowered its rating on the
class B notes.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that S&P has received as
of the February 2017 investor report.  S&P's analysis reflects
the application of its European residential loans criteria and
its current counterparty criteria.

The class B and C notes feature interest deferral triggers of
10.00% and 6.70%, respectively, based on cumulative gross
defaults as a percentage of the closing portfolio balance.  Since
S&P's Dec. 22, 2014 review, cumulative defaults have increased to
9.74% from 9.30%.  As a consequence, the class C notes' interest
deferral trigger is breached, leading to a class C payment
default.  In S&P's view, the class B interest deferral trigger
will also be breached in the short term.  If payment of the class
B notes' interest is postponed to after the class A2 notes'
principal amortization, the class B notes will default.

Credit enhancement, considering performing collateral only, has
decreased since S&P's previous review for all classes of notes
due to the increase in defaults.  The class B, C, and D notes are
undercollateralized.

At the same time, S&P's projected losses at the 'B' rating
category have decreased to 0.39% from 0.70% at its previous
review.  This improvement is due to the increase in the weighted-
average seasoning, the original and current loan-to-value ratios,
and repossession market value declines, as well as the decrease
in the arrears levels.  However, arrears keep rolling into
defaults and as there is no reserve fund, the class A2
amortization deficit is EUR31.1 million.

Class           Available credit
          enhancement, excluding
             defaulted loans (%)

A2                          0.44
B                          (9.49)
C                         (12.41)
D                         (16.59)

Severe delinquencies of more than 90 days have decreased to 1.29%
from 1.92% at S&P's previous review.  However, total
delinquencies, including defaults are above our Spanish
residential mortgage-backed securities (RMBS) index.  Severe
delinquencies keep rolling into defaults.  The outstanding
balance of defaults represents 16.77% of the pool, which is 3.07%
above the level at S&P's previous review.  Cumulative defaults
are higher than in other Spanish RMBS transactions that S&P
rates, and the reserve fund is fully depleted due to being used
to provision for defaults.  Prepayment levels remain low and the
transaction is unlikely to pay down significantly in the near
term, in S&P's opinion.

Despite the decrease in credit enhancement, the class A2 notes
benefit from flows diverted from the class C notes following the
interest deferral trigger breach.  Also, S&P expects the class A2
notes to benefit from the funds diverted from the class B notes
once the interest deferral trigger is breached.  Therefore, S&P
has affirmed its 'B- (sf)' rating on class A2 notes.

At the same time, S&P has lowered to 'CC (sf)' from 'CCC- (sf)'
its rating on the class B notes to reflect the increased
financial stress, in line with S&P's criteria.

S&P has affirmed its 'D (sf)' ratings on the class C and D notes
as they continue to miss interest payments.

In S&P's opinion, the outlook for the Spanish residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when S&P applies its European
residential loans criteria, to reflect this view.  S&P bases
these assumptions on its expectation of modest economic growth,
continuing high unemployment, and house prices stabilization
during 2017.

GC Hipotecario Pastor 5 closed in June 2007 and securitizes a
portfolio of mortgages granted to individuals, self-employed
individuals, and small and midsize enterprises (SMEs) to buy
Spanish residential or commercial properties.

RATINGS LIST

Class             Rating
           To               From

GC Pastor Hipotecario 5, Fondo de Titulizacion de Activos
EUR710.5 Million Floating-Rate Mortgage-Backed Notes

Ratings Affirmed

A2         B- (sf)
C          D (sf)
D          D (sf)

Rating Lowered

B          CC (sf)          CCC- (sf)


IM GBP LEASING 3: DBRS Finalizes CC Ratings on Series B Notes
-------------------------------------------------------------
DBRS Ratings Limited finalised provisional ratings on the notes
issued by IM GBP Leasing 3 F.T. (the Issuer or IM GBP Leasing 3)
as follows:

-- Series A Notes: AA (low) (sf)
-- Series B Notes: CC (sf)

The transaction represents the issuance of notes backed by a
portfolio of approximately EUR 1.10 billion of receivables
related to commercial real estate and non-real estate lease
contracts granted by Banco Popular Espanol S.A. and Banco Pastor
S.A.U. (Banco Popular Espanol and Banco Pastor, the originators
and the servicers) to corporates, small and medium-sized
enterprises and self-employed individuals in the Kingdom of
Spain.


IM PASTOR 2: S&P Raises Rating on Class D Notes to 'BB'
-------------------------------------------------------
S&P Global Ratings affirmed its credit rating on IM PASTOR 2,
Fondo de Titulizacion Hipotecaria's class A notes.  At the same
time, S&P has raised its ratings on the class B, C, and D notes.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that it has received as
of the March 2017 investor report.  S&P's analysis reflects the
application of its European residential loans criteria, S&P's
structured finance ratings above the sovereign (RAS) criteria,
and S&P's current counterparty criteria.

The class B, C, and D notes feature interest deferral triggers
based on the outstanding balance of 90+ days arrears and defaults
as a percentage of the closing portfolio balance.  All of them
are far from being breached.

Credit enhancement, considering performing collateral only, for
the class A, B, C, and D notes has increased to 29.83% from
23.79%, to 17.76% from 14.20%, to 7.86% and 6.36%, and to 3.33%
from 2.76%, respectively, since S&P's previous review.

S&P's projected losses at the 'AA' rating category are below the
minimum projected loss level of 2.5% set by S&P's European
residential loans criteria.  S&P has adjusted its weighted-
average loss severity to meet the minimum projected loss level.
The improvement in S&P's credit analysis is mainly due to the
decrease in the current loan-to-value ratio and repossession
market value declines, as well as the decrease in the arrears
levels.  The reserve fund has been slightly below its required
level on the last two interest payment dates.

Class           Available credit
          enhancement, excluding
             defaulted loans (%)

A                          29.83
B                          17.76
C                           7.86
D                           3.33

Severe delinquencies of more than 90 days have decreased to 0.33%
from 0.53% in August 2014 and are currently lower than S&P's
Spanish residential mortgage-backed securities (RMBS) index.
Cumulative defaults, at 0.95%, are significantly lower than in
other Spanish RMBS transactions that S&P rates.  Prepayment
levels remain low and the transaction is unlikely to pay down
significantly in the near term, in our opinion.

CECABANK S.A. (BBB/Positive/A-2) is the swap counterparty, which
mitigates basis risk arising from the different indexes between
the securitized assets and the notes.  CECABANK did not take
remedy actions in line with S&P's counterparty criteria when it
was downgraded in the past.  Therefore, the ratings in this
transaction are capped at S&P's long-term issuer credit rating on
the swap provider when it gives credit to the swap.

Under S&P's RAS criteria, it applied a hypothetical sovereign
default stress test to determine whether a tranche has sufficient
credit and structural support to withstand a sovereign default
and so repay timely interest and principal by legal final
maturity.

S&P's credit and cash flow analysis indicates that the class A
and B notes now have sufficient credit enhancement to withstand
its stresses at the 'AAA' rating level.  At the same time, class
C pass our stresses at the 'A+' rating level.  However, S&P's RAS
criteria cap its ratings on class A and B notes at six and four
notches above S&P's 'BBB+' foreign currency long-term sovereign
rating on the Kingdom of Spain, respectively.  S&P's RAS criteria
also cap the rating on class C notes at the sovereign rating
level.  S&P has therefore affirmed its 'AA+ (sf)' rating on class
A notes, and raised to 'AA- (sf)' from 'A+ (sf)' and to 'BBB+
(sf)' from 'BB+ (sf)' its ratings on class B and C notes,
respectively.  S&P's rating on the class A, B, and C notes are
de-linked from the swap counterparty.

S&P's credit and cash flow analysis, while giving credit to the
swap, indicates that the class D notes now pass S&P's stresses at
the 'BB' rating level.  S&P has therefore raised to 'BB (sf)'
from 'B (sf)' its rating on the class D notes.

In S&P's opinion, the outlook for the Spanish residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when S&P applies its European
residential loans criteria, to reflect this view.  S&P bases
these assumptions on its expectation of modest economic growth,
continuing high unemployment, and house prices stabilization
during 2017.

IM PASTOR 2 is a Spanish RMBS transaction, which closed in June
2004 and securitizes mainly first-ranking mortgage loans.  Banco
Pastor S.A. (now part of Banco Popular Espanol, S.A.) originated
the pool, which comprise loans granted to prime borrowers secured
over owner-occupied residential properties in Spain.

RATINGS LIST

Class             Rating
           To               From

IM PASTOR 2, Fondo de Titulizacion Hipotecaria
EUR1 Billion Mortgage-Backed Floating-Rate Notes

Rating Affirmed

A          AA+ (sf)

Ratings Raised

B          AA- (sf)         A+ (sf)
C          BBB+ (sf)        BB+ (sf)
D          BB (sf)          B (sf)


PAESA ENTERTAINMENT: S&P Affirms 'B-' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings revised its outlook to stable from positive on
Spain-based PAESA Entertainment Holding, S.L. (PortAventura).
S&P also affirmed its 'B-' long-term corporate credit rating on
the company.

At the same time, S&P assigned its 'B-' issue rating to the
proposed senior secured EUR620 million term loan B (TLB) and
EUR50 million revolving credit facility (RCF) issued by
subsidiary International Park Holdings B.V.  The recovery rating
on this debt is '4', indicating S&P's expectation of average
(30%-50%; rounded estimate: 45%) recovery in the event of a
payment default.

S&P withdrew its 'B-' issue rating on the company's EUR420
million senior secured notes and its loans because S&P
understands that these will be repaid concurrently with the
proposed transaction.

The outlook revision reflects S&P's view that PortAventura's
credit ratios will weaken markedly in 2017, because of additional
debt raised as part of the company's announced dividend recap
transaction.  In addition, S&P no longer expects a one-in-three
possibility of an upgrade of PortAventura over the next 12
months. S&P views the amount of debt being raised as very high
for a single-asset business.  Still, S&P expects its adjusted
credit metrics, such as adjusted debt to EBITDA, will remain in
line with the highly leveraged financial risk profile over the
next 12-24 months.

PortAventura achieved record operating performance in 2016,
posting EUR203 million in revenues and EUR83 million in adjusted
EBITDA.  S&P believes these solid results will continue in 2017,
following the company's recent opening of Ferrari Land on April
7, 2017, which, together with ongoing operations, should increase
2017 revenues by about 25% and adjusted EBITDA to about EUR105
million.  In addition, the company delivered strong performance
in the Easter holiday period, buoyed by the Ferrari Land opening.
The company's change in ticketing mix (S&P understands that
Ferrari Land tickets cannot be sold separately from PortAventura
theme park tickets), increased opening hours, and higher
attendance through April (up 8.7% versus the same period in 2016)
also underpin S&P's expectations.  This said, PortAventura
generates most of its earnings in the summer months.

S&P has revised its assessment of PortAventura's business risk
profile to fair from weak, integrating its robust operating
performance and solid track record.  S&P also takes into account
the following supportive factors: PortAventura's EBITDA margin of
about 40% (among the highest in the sector), with a successful
track record in yield management; high barriers to entry given
the industry's high capital intensity; and its favorable location
in terms of comparatively good weather and an attractive tourism
market.  Spain received over 70 million tourists in 2016. Costa
Dorada in the Catalonia region, where PortAventura is located, is
a leading tourist destination, recording approximately 9.5
million overnight stays in 2016.  On the downside, negative
factors include PortAventura's reliance on a single-asset
property for cash flow generation, its limited operating and
geographic diversity, a high fixed-cost base, and its seasonality
of operations.  However, S&P sees some diversification in terms
of origin of clients and seasonality is somewhat less pronounced
than for peers.  S&P views unfavorably the company's dependence
on consumers' discretionary spending, which can be volatile
through economic cycles, as well as stiff competition in the
leisure space for consumers' discretionary time and income.

PortAventura is the second destination resort in Europe (after
Euro Disney) by number of resort rooms and visitors.  The resort
includes a main park with six themed areas, a water park, four 4-
star hotels and one 5-star themed hotel with a total of 2,100
rooms, and a convention center for 4,000 people.  The company has
extended its offering to include a third theme park, opening
Ferrari Land dedicated to the Ferrari brand earlier this year

S&P assesses PortAventura's financial risk profile as highly
leveraged based on S&P's expectation of particularly high
adjusted debt to EBITDA of 6.2x for 2017, pro forma for the
dividend recap and refinancing transaction.  S&P expects total
adjusted debt will be about EUR650 million in 2017, with EBITDA
of EUR105 million. This ratio is markedly weaker than S&P's
previous expectation of 4.8x for the year.  S&P's financial risk
profile assessment is also constrained by the company's financial
sponsor ownership under private equity firms Investindustrial and
KKR, which S&P views as having an aggressive financial policy,
demonstrated by regular dividend recaps.  S&P anticipates the
debt-to-EBITDA ratio will decline by about 0.5x in 2018, after a
full year of operation of Ferrari Land (with an expected increase
of 80 opening days), as well as the launch of Glamping (a style
of glamour camping with amenities and resort-style services not
usually associated with traditional camping), which includes an
additional 100 rooms.

In S&P's view, PortAventura's business risk profile is at the low
end of the fair category, mainly because of the single-asset
nature of the business with inherently higher risks than some
peers, and factors in our negative modifier for comparable
ratings analysis.  S&P also takes into account the company's
vulnerability to seasonality and unexpected event risks compared
with other higher-rated entities in the leisure industry.
Although some of PortAventura's financial risk metrics are at the
top end of the highly leveraged category -- particularly EBITDA
interest coverage and funds from operations (FFO) to debt
metrics -- S&P views unfavorably the company's high amount of
debt on a single-asset business.  In S&P's comparable ratings
analysis, it also considers that aggressive financial policies
with recurring dividend recap transactions will keep leverage
elevated despite some improvements in operating trends.

The stable outlook reflects S&P's view that PortAventura will
sustain its solid operating trends, achieving EBITDA of at least
EUR105 million in 2017, together with an adequate liquidity
position.  Moreover, S&P expects its adjusted debt to EBITDA will
remain markedly above 5x over the next 12 months, particularly
due to increased leverage owing to the contemplated dividend
recap transaction.

S&P could consider a positive rating action if PortAventura
improved its adjusted debt to EBITDA ratio to below 5.0x and
sustained it at that level, while posting consistent positive
free operating cash flow generation to debt exceeding 5%.
However, S&P considers rating upside as remote at this stage, due
to the track record of the company's financial sponsor, with
regular shareholder returns that only temporarily improve
leverage.

S&P could consider a negative rating action if PortAventura's
operating performance deteriorated significantly from current
levels, such that free cash flow generation became negative and
the company failed to meet its ongoing operation needs.  A
pronounced deterioration in operating performance could result
from a sharp drop in visitors, due to a decline in consumer
spending or an unexpected event, such as a major accident or a
natural disaster. Negative rating pressure could also arise if
S&P perceived weakening in liquidity or EBITDA interest coverage
fell below 2.0x.


SANTANDER HIPOTECARIO 7: DBRS Confirms C Rating on Series C Notes
-----------------------------------------------------------------
DBRS Ratings Limited confirmed the ratings on the bonds issued by
FTA, SANTANDER HIPOTECARIO 7 (the Issuer) as follows:

-- Series A notes confirmed at AAA (sf)
-- Series B notes confirmed at CCC (sf)
-- Series C notes confirmed at C (sf)

The confirmation of the ratings on the Series A, Series B and
Series C notes reflects an annual review of the transaction and
is based on the following analytical considerations:

-- Portfolio performance in terms of delinquencies and defaults
    as of the February 2017 payment date.
-- Probability of default (PD) rate, loss given default (LGD)
    rate and expected loss assumptions for the remaining
    portfolio collateral.
-- Current available credit enhancement to the Series A notes to
    cover the expected losses at the AAA (sf) rating level and to
    the Series B notes to cover the expected losses at the CCC
    (sf) rating level. The Series C notes were issued to fund the
    Reserve Fund and are in a first loss position supported only
    by available excess spread. Given the characteristics of the
    Series C notes as defined in the transaction documents, the
    default would most likely be recognised at maturity or
    following an early termination of the transaction.

FTA, Santander Hipotecario 8 is a securitisation of Spanish prime
residential mortgage loans originated and serviced by Banco
Santander SA (Santander). The transaction follows Spanish
Securitisation Law and closed in December 2011.

PORTFOLIO PERFORMANCE
The performance of the collateral portfolio is within DBRS's
expectations. As of February 2017, loans more than 90 days in
arrears represent 0.89% of the outstanding performing portfolio
collateral balance. Defaults are defined as loans in arrears for
more than 18 months; the current cumulative defaults are at 4.44%
of the initial portfolio collateral balance.

PORTFOLIO ASSUMPTIONS
DBRS conducted a loan-by-loan analysis on the remaining pool and
updated its PD and LGD assumptions on the remaining portfolio
collateral pool to 35.56% and 66.09%, respectively.

CREDIT ENHANCEMENT
The Series A notes are supported by the subordination of the
Series B notes and the Reserve Fund, which is available to cover
senior fees, interest and principal of the Series A and Series B
notes. The Series B notes are solely supported by the Reserve
Fund. As of the February 2017 payment date, the Series A and
Series B note credit enhancement was at 32.97% and 1.29%,
respectively. The Series C notes will be repaid according to the
Reserve Fund amortisation.

The Reserve Fund is able to amortise once it has reached 10% of
the Outstanding Balance of the Series A and Series B notes,
maintaining such percentage until the Reserve Fund reaches the
floor of 1.756% of the initial amount of the Series A and Series
B notes. The Reserve Fund is currently at EUR 6.51million, which
is below the target of EUR 28.10 million.

Santander acts as the account bank for this transaction. The
account bank reference rating of "A," which is one notch below
the DBRS Long-Term Critical Obligations Rating (COR) of Santander
at A (high), complies with the Minimum Institution Rating, given
the rating assigned to the Series A notes, as described in DBRS's
"Legal Criteria for European Structured Finance Transactions"
methodology.

Santander is also the swap counterparty for the transaction. The
DBRS COR of Santander is above the First Rating Threshold as
described in DBRS's "Derivative Criteria for European Structured
Finance Transactions" methodology.


SANTANDER HIPOTECARIO 9: DBRS Confirms C Rating on Series C Notes
-----------------------------------------------------------------
DBRS Ratings Limited confirmed the ratings on the bonds issued by
Fondo De Titulizacion De Activos, Santander Hipotecario 9 (FTA,
Santander Hipotecario 9 or the Issuer) as follows:

-- Series A notes confirmed at AA (sf)
-- Series B notes confirmed at CCC (sf)
-- Series C notes confirmed at C (sf)

The confirmation of the ratings on the Series A, Series B and
Series C notes reflects an annual review of the transaction and
is based on the following analytical considerations:

-- Portfolio performance in terms of delinquencies and defaults
    as of the February 2017 payment date.
-- Probability of default (PD) rate, loss given default (LGD)
    rate and expected loss assumptions for the remaining
    portfolio collateral.
-- Current available credit enhancement to the Series A notes to
    cover the expected losses at the AA (sf) rating level and to
    the Series B notes to cover the expected losses at the CCC
    (sf) rating level. The Series C notes were issued to fund the
    Reserve Fund and are in a first loss position supported only
    by available excess spread. Given the characteristics of the
    Series C notes as defined in the transaction documents, the
    default would most likely be recognised at maturity or
    following an early termination of the transaction.

FTA, Santander Hipotecario 9 is a securitisation of Spanish prime
residential mortgage loans originated and serviced by Banco
Santander SA (Santander). The transaction follows Spanish
Securitisation Law and closed in July 2013.

PORTFOLIO PERFORMANCE
The performance of the collateral portfolio is within DBRS's
expectations. As of February 2017, loans more than 90 days in
arrears represent 0.87% of the outstanding performing portfolio
collateral balance. Defaults are defined as loans in arrears for
more than 18 months; the current cumulative defaults are at 1.92%
of the initial portfolio collateral balance.

PORTFOLIO ASSUMPTIONS
DBRS conducted a loan-by-loan analysis on the remaining pool and
updated its PD and LGD assumptions on the remaining portfolio
collateral pool to 37.44% and 62.46%, respectively.

CREDIT ENHANCEMENT
The Series A notes are supported by the subordination of the
Series B notes and the Reserve Fund, which is available to cover
senior fees, interest and principal of the Series A and Series B
notes. The Series B notes are solely supported by the Reserve
Fund. As of the February 2017 payment date, the Series A and
Series B note credit enhancement was at 39.32% and 4.87%,
respectively. The Series C notes will be repaid according to the
Reserve Fund amortisation.

The Reserve Fund is able to amortise once it has reached 10% of
the Outstanding Balance of the Series A and Series B notes,
maintaining such percentage until the Reserve Fund reaches the
floor of 2.20% of the initial amount of the Series A and Series B
notes. The Reserve Fund is currently at EUR 25.1million, which is
below the target of EUR 28.6 million.

Santander acts as the account bank for this transaction. The
account bank reference rating of "A," which is one notch below
the DBRS Long-Term Critical Obligations Rating of Santander at A
(high), complies with the Minimum Institution Rating, given the
rating assigned to the Series A notes, as described in DBRS's
"Legal Criteria for European Structured Finance Transactions"
methodology.



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


CORRAL PETROLEUM: Fitch Affirms B+ Long-Term IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Swedish-based Corral Petroleum
Holdings AB's (CPH) Long-Term Issuer Default Rating (IDR) at 'B+'
and its payment-in-kind toggle notes (PIK) issue rating of 'B'
(Recovery Rating 'RR5'). The Outlook is Stable.

The ratings reflect a balance of the inherent volatility of
refinery earnings, weaker business diversification than peers,
and high leverage with the high complexity of CPH's refinery in
Lysekil, increasing biodiesel sales, and strong liquidity.

KEY RATING DRIVERS

Good-Quality Assets: Key subsidiary Preem operates two
refineries, the 220,000 barrel per day (bpd) Preemraff Lysekil
plant and the 125,000 bpd Premraff Gothenburg site. The high
complexity of the Lysekil refinery allows the company to benefit
from higher yield of light and middle distillates and the ability
to process lower-quality crude blends such as Urals. Use of
renewable feedstock and large storage capacity, coupled with
coastal location and access to a variety of crude oil blends,
allow CPH to reach gross margins at Gothenburg -- Preem's less
complex refinery -- that are higher than the average for
hydroskimming assets in north west Europe

Credit Metrics in Line With Guidance: In 2016 CPH posted improved
financial results with reported EBITDA up 15% yoy and funds from
operations (FFO) adjusted net leverage at 2.8x despite weaker
refining margins than in 2015. Fitch forecast CPH's average
refining margin will total USD3.9/bbl in 2017-2020 and expect the
company will maintain FFO adjusted net leverage comfortably
within Fitch 3.5x-5.5x target for the current ratings.

Biofuel Supports Results: CPH is the largest supplier of ultra-
low-sulphur diesel fuel in Sweden, with a sulphur content of less
than 5 parts per million, significantly below the EUR4
requirement of 50 parts per million. CPH's biofuel, which
qualifies as Swedish Environmental Class 1 diesel, attracts tax
incentives from the Swedish Tax Agencytranslates into an annual
tax incentive of SEK900 million. Additionally, fossil MK1 diesel
qualifies for a SEK0.42 tax incentive.

New Biofuel Rules Neutral Impact: Swedish government recently put
forward a proposal to replace the regulation governing biofuel
tax incentive starting from 2018 and introduce a quota blend-in
system, where fuels sold in Sweden would be required to include a
certain portion of biofuel subject to large penalties for non-
compliance. Fitch believes that the new system will have a
largely neutral impact on CPH financial results.

Stable Short-Term Industry Outlook: Depressed oil prices
supporting demand for fuel, improved fuel oil crack spreads, and
additions to global refining capacity at a slower pace than
demand growth will support European refining margins. This
underpins the stable outlook for the refining sector in 2017.

More Challenges over Medium Term: Excess global refining capacity
and a structural decline in fuel consumption because of growing
engine efficiency and environmental policies are likely to put
pressure on the European refining sector. OPEC expects the pace
of global capacity additions to accelerate after 2018, putting
pressure on margins. Integrated companies with a strong
petrochemical, upstream and retail presence will be better-
positioned to withstand market pressure in the long term.

Consolidated Rating Approach: Preem has a USD1.5 billion
borrowing base and revolving credit facility (RCF), which
contains a cross-default provision. CPH's subordinated PIK toggle
notes contain a cross-payment default provision. Senior lenders
at Preem level are likely to negotiate in before opting to
accelerate, but once that happens all the debt becomes due and
payable. Fitch has therefore applied the Long-Term IDR to the
restricted group comprising the issuer and its subsidiaries, the
most important of which is Preem. Shareholder loans were excluded
from the debt amount, due to their equity-like characteristics.

High Recoveries: In an enforcement scenario all or most of the
exposure at Preem level can be satisfied through collection of
receivables and marketing of crude and inventories. Although the
banks are over-collateralised and may enforce against the
refinery and other assets, if necessary, Fitch judge that
creditors at CPH level should be able to comfortably achieve
'RR5' recoveries, even in a distressed scenario.

The PIK toggle notes make up a much higher proportion of
permanent debt, effectively financing long-term assets, than for
leveraged finance transactions rated in the 'B' category, where
the second lien or mezzanine debt layer normally only accounts
for 15%-25% of long-term debt. These proportions result in better
recoveries for CPH, as a large part of the proceeds from fixed
assets should be available for distribution among the PIK toggle
noteholders.

DERIVATION SUMMARY

CPH is focused on refining and marketing segments and has weaker
business diversification than PKN ORLEN (BBB-/Stable) and MOL
Hungarian Oil and Gas Company (BBB-/Stable), which also have
assets in the petrochemical and upstream segments. CPH's business
diversification is comparable to Tupras's, yet the latter company
has larger and more complex assets and operates in a growing
market. CPH's leverage is higher than peers', which constrains
the ratings to the 'B' rating category.

KEY ASSUMPTIONS

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

- Benchmark refining margins of USD4.5/bbl over the four-year
rating horizon

- Brent/Ural spread of USD2/bbl in 2017, USD1.9/bbl in 2018,
USD1.8/bbl in 2018 and USD1.75/bbl thereafter

- Brent price of USD52.5/bbl in 2017, USD55/bbl in 2018,
USD60/bbl in 2019 and USD65/bbl thereafter

- Capital expenditure of SEK2.5 billion in 2016, SEK1.7 billion
in 2018 and SEK 1.6 billion in 2019

- Cash interest paid on the PIK notes, no bond principal
repayment over the rating horizon

RATING SENSITIVITIES

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

- Reduction in gross debt (revolving credit facility and PIK
   toggle notes)

- Higher business diversification leading to less volatile cash
   flows

- FFO-adjusted net leverage sustained below 3.5x

- Quicker-than-expected refining capacity reduction in Europe
   leading to improved outlook for margins

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

- Failure to maintain refining margins at the Gothenburg
   refinery above benchmark

- Unfavourable changes in regulation for biofuels

- FFO adjusted net leverage above 5.5x

LIQUIDITY

Sufficient Liquidity - Fitch projects weaker operating cash flow
than 2016 due to lower refining profitability, higher cash
interest and unfavourable working capital outflows, driven by
rising oil prices. However, Fitch expects elevated capital
spending in 2017 to drive FCF negative. Under Fitch ratings case
the company has sufficient headroom under its USD1.5 billion RCF
(USD570 million utilised at end-2016) to absorb negative free
cash flow.



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


KIRS MIDCO 3: Fitch Assigns 'B-(EXP)' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned KIRS Midco 3 plc (KIRS Group) an
expected 'B-(EXP)' Long-Term Issuer Default Rating (IDR) with a
Positive Outlook. KIRS Group, the UK's leading diversified
independent insurance intermediary, has been formed by combining
the businesses of Towergate (TIG Finco plc), with Direct Group,
Price Forbes, Chase Templeton and Autonet.

The expected rating is supported by the enhanced market position
and product diversity of the combined group, improved liquidity
and strong shareholder support. The rating is constrained by the
mature UK insurance market, negative 2017 free cash flow (FCF)
and execution risk related to the expected full delivery of the
Towergate transformation plan. Simultaneously, Fitch has affirmed
TIG Finco plc's IDR at 'B-' and revised its Outlook to Stable
reflecting an improved business and liquidity profile following
the completion of the transaction.

The final ratings are contingent upon the receipt of final
documents conforming to the information already received.

KEY RATING DRIVERS

Acquisition Adds Scale and Diversity: The proposed transaction
will enhance the scale and diversity of the legacy Towergate
business and reinforce its position as the leading diversified
independent insurance intermediary in the UK. This will allow
KIRS Group to leverage multiple distribution channels to access
each of its customer segments with a broad product portfolio. In
addition, with a product portfolio targeting segments such as
SME, automotive, and health insurance, there is the potential to
reduce earnings volatility and through a more integrated
approach, to capture a greater proportion of potential revenue.

Mature UK Market May Moderate Growth: Fitch believes the
management team has demonstrated the knowledge and skillset to
execute this strategy. However, risks remain in delivering this
plan in a highly competitive insurance and brokerage market. The
UK non-life insurance broker market is likely to experience
limited organic growth over the forecast horizon. In addition,
KIRS Group may not be able to continue to attract or retain the
skilled employees required to realise these plans or the
employees may not deliver as expected. However, this is offset by
significantly reduced employee turnover and new revenue focused
hires. There is also potential for disruption from digital
technology and disintermediation, which is partly offset through
the acquisition of Autonet and KIRS Group's multiple distribution
channels.

Leverage and FCF Show Positive Trend: The transaction will
materially deleverage the group from the historical Towergate
capital structure. In particular, funds from operations (FFO)
adjusted leverage has decreased to an expected 7.5x for KIRS
Group year ending 2017 from over 9.0x for Towergate year ending
2016. Operational improvements and the delivery of the
transformation plan will lead to deleveraging, sales growth and
FCF improvement. However, KIRS Group's FCF is expected to remain
negative in 2017 trending towards positive FCF by 2018. The
liquidity risk from negative FCF is mitigated by on balance sheet
cash and the addition of a GBP90 million super senior revolving
credit facility (RCF).

Transformation Programme Has Stabilised Towergate: KIRS Group's
Towergate subsidiary has been going through restructuring for the
past two years and it has utilised a transformation plan to
deliver operational and financial improvements. Towergate has
made significant progress on the transformation plan, exceptional
items remain and the full annualised benefits will not be
realised until 2018 or later. However, it is Fitch views that
substantially all of the expense components of the plan have been
completed and that management can dedicate increasing resources
to developing the strategy around the KIRS Group.

Support from Shareholders and Regulators Key: Shareholders have
invested approximately GBP680 million in the KIRS Group and have
demonstrated their support both through transactions to provide
liquidity to Towergate during the transformation plan and by
financing the acquisitions that to form the KIRS Group. Continued
shareholder support is a positive factor for the group. In
addition, given that Towergate is regulated by the FCA, it is
credit positive that the FCA has been involved from the outset of
the process and remains supportive of the proposed new group.
This is an essential component of delivering the proposed
transaction.

DERIVATION SUMMARY

KIRS Group has significantly smaller scale than its insurance
broker peers rated by Fitch and has a less diverse product line.
Its expertise in niche, high margin product lines and its leading
position among UK insurance brokers underpin a sustainable
business model, but its higher financial risk and underperforming
business lines constrain the rating.

KEY ASSUMPTIONS

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

- Sales grow at 2% in 2017 trending towards 6%-7% in 2019-2020

- EBITDA margins grow from 22.4% in 2017 to approximately 29% in
    2020

- Capex includes maintenance of 2% per year and growth capex of
   GBP60 million in total

- Exceptional items include regulatory fees and expenses as well
   as costs related to the transformation plan

RATING SENSITIVITIES

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

- FFO adjusted leverage below 6.5x

- FFO fixed charge coverage above 2.5x

- EBITDA margins sustainably above 25% trending towards 30%

- Successful integration of the KIRS Group

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

- FFO adjusted leverage above 8x

- Persistently FCF negative with FFO fixed charge coverage below
    1.5x

- Failure of the transformation plan to deliver expected savings
    with EBITDA margins below 20%

- Total liquidity below GBP20 million

- Evidence that shareholders no longer support the business

LIQUIDITY
RCF Provides Sustainable Liquidity: The transaction will result
in GBP40 million in on balance sheet cash. In addition, KIRS
Group will have a GBP90 million RCF and no near-term maturities.
Fitch expects this to be sufficient to cover negative FCF in 2017
related to the delivery of the transformation plan and other
business investments and Fitch expects positive FCF from 2018 to
2020.

FULL LIST OF RATING ACTIONS

KIRS Midco 3 plc
-- Long-Term IDR assigned at 'B-(EXP)'; Outlook Positive
-- Super senior RCF assigned 'BB-(EXP)'/RR1
-- Senior secured notes assigned 'B(EXP)'/RR3

TIG Finco plc
-- Long-Term IDR affirmed at 'B-'; Outlook revised to Stable
    from Negative
-- Super senior notes affirmed at 'BB-'/RR1
-- Senior secured notes affirmed at 'B-'/RR4


WILLIAM HILL: S&P Affirms 'BB+' CCR, Outlook Stable
---------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
U.K.-based betting operator William Hill PLC.  The outlook is
stable.

At the same time, S&P affirmed its 'BB+' issue ratings on the
GBP350 million senior unsecured notes maturing in 2023 and
GBP375 million unsecured notes due 2020.  The recovery rating is
unchanged at '3', which indicates S&P's expectation for
meaningful recovery (50%-70%; 65% rounded estimate) of principal
in the event of a payment default.

Following further consolidation in the betting industry, in
particular the recent Ladbrokes and Coral merger, William Hill
has lost its No. 1 position in the U.K retail market.  In
addition, online competition has intensified further, which could
dilute William Hill's online market share.  S&P now sees the
company's business risk profile as being more in line with that
of its peers.

The company has limited geographical diversity outside of the
U.K. and like all its peers, it has sensitivity to discretionary
consumer spending and exposure to gaming industry tax and
regulatory risks.  There is currently uncertainty surrounding the
outcome of two reviews:

   -- The Triennial Review, which, among other things, is
      focusing on the perceived harm caused by fixed-odds betting
      terminals (FOBTs); and

   -- The enquiry by the Competition and Markets Authority into
      the breaches of consumer law, including misleading
      promotions and unfair terms, being used by firms to block
      players' payouts.

An unfavorable outcome from either of these reviews may have a
negative impact on both the industry and William Hill.  However,
S&P considers that there is sufficient cushion in the current
rating to absorb some of those changes, if they occur.

In S&P's view, the company maintains a strong brand and has
limited historical cyclicality.  S&P also takes into account its
expertise and technology in sports betting, its modern gaming
machine portfolio, and sizable online business through William
Hill Online and the Australian and Spanish businesses of
Sportingbet.  These strengths -- coupled with the industry's
cash-generative nature -- are likely, in S&P's opinion, to
continue supporting robust profitability over the medium term.

William Hill's intermediate financial risk profile reflects the
company's moderate S&P Global Ratings-adjusted leverage, which
S&P expects to remain at 2.0x-2.5x; its strong and steady free
operating cash flow (FOCF); and its comfortable interest coverage
ratios.  This is also in line with management's public guidance
for maintaining unadjusted leverage at 1x-2x.

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

   -- Revenue growth of around 2% in 2017, primarily stemming
      from growth in the online and mobile segments, and market
      share gains abroad, somewhat offset by continued pressure
      in retail.

   -- Adjusted EBITDA margin to remain relatively in line with
      2016 at 23%-24%, due to higher operating costs including
      increased headcount and increased marketing costs not fully
      offset by cost-saving initiatives.  Capital expenditure
      (capex) of about GBP100 million per year.

   -- Shareholder returns of about GBP110 million per year.

   -- Adjusted debt to EBITDA of about 2.1x in 2017.

   -- Strong positive free cash flow generation of around
      GBP230 million.

   -- FOCF to debt above 25% in 2017.

The stable outlook reflects S&P's view that even if a negative
event such as the imposition of higher regulatory costs were to
occur, there is sufficient cushion in the rating to ensure that
adjusted debt to EBITDA will remain 2.0x-2.5x, and adjusted FFO
to debt will be above 30% over the next two years.

S&P could lower the rating if debt-funded shareholder returns or
acquisitions were to lead to a significant deterioration of
credit metrics such that adjusted debt to EBITDA sustainably
increased toward 3x.  S&P could also lower the ratings if adverse
tax or regulatory developments were to cause William Hill's
operating performance and earnings to decline.

S&P views an upgrade in the near term as unlikely given the
current uncertainty in the industry regarding regulatory changes
and management's focus on shareholder returns.  An upgrade would,
however, likely be linked to William Hill adopting a more
conservative financial policy and by further diversification
geographically and by revenue stream, in particular growth in the
online segment, resulting in a sustainable track record of
discretionary cash flow generation.


                            *********

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

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

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


                            *********


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

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

Copyright 2017.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *