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

                           E U R O P E

           Tuesday, June 6, 2017, Vol. 18, No. 111


                            Headlines


A R M E N I A

YEREVAN: Fitch Affirms B+ Long-Term IDRs, Outlook Stable


C R O A T I A

AGROKOR DD: Banks to Survive Worst-Case Scenario


G R E E C E

GREECE: EU Creditors May Face Interest Deferral Under Debt Plan


I R E L A N D

BOSPHORUS CLO III: Fitch Rates EUR7.3MM Class F Notes 'Bsf'


I T A L Y

LEONARDO SPA: Moody's Corrects May 23 Rating Release
MONTE DEI PASCHI: EU, Italy Agree on Restructuring Plan


L U X E M B O U R G

BSN MEDICAL: Moody's Withdraws B2 Corporate Family Rating


N E T H E R L A N D S

DRYDEN 52: Moody's Assigns (P)B2(sf) Rating to Class F Notes
JUBILEE CDO V: Moody's Affirms Ba3(sf) Rating on Cl. D-2 Notes
TITAN EUROPE 2007-2: Fitch Cuts Rating on EUR128.4MM Notes to D


P O L A N D

CHORZOW CITY: Fitch Affirms BB+ Long-Term IDRs, Outlook Stable


R U S S I A

BALTIC LEASING: Fitch Assigns BB-(EXP) Rating to RUB4BB Bonds
BELGOROD REGION: Fitch Affirms BB Long-Term IDRs, Outlook Stable
URALTRANSBANK: Fitch Cuts LT Issuer Default Rating to 'CCC'


S P A I N

BANCO POPULAR ESPANOL: Reviews Liquidity Options
IM GBP LEASING 3: DBRS Assigns (P)CC Rating to Series B Notes


S W I T Z E R L A N D

WP/AV CH: Moody's Assigns B2 CFR, Outlook Stable


T U R K E Y

BURGAN BANK: Moody's Withdraws Ba3 Long Term Deposit Rating


U N I T E D   K I N G D O M

TENTEL LTD: Enters Administration, TalkTalk Takes Over Contracts
QUOTIENT LIMITED: Incurs $85 Million Net Loss for Fiscal 2017
SEADRILL LIMITED: Q1 Revenue Down 15% to $569 Million
* UK: Number of Businesses in Serious Financial Distress Drops


                            *********


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A R M E N I A
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YEREVAN: Fitch Affirms B+ Long-Term IDRs, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed the Armenian City of Yerevan's Long-
Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at
'B+' with Stable Outlooks and Short-Term Foreign Currency IDR at
'B'.

KEY RATING DRIVERS

Yerevan's ratings are constrained by those of Armenia
(B+/Stable), in particular by the country's institutional
framework for local and regional governments (LRGs), which Fitch
assesses as weak. The ratings also factor the city's capital
status, its satisfactory budgetary performance, supported by
steady transfers from the central government, and its zero debt.

Fitch expects the city to continue posting a satisfactory fiscal
performance with a lower single-digit operating margin in 2017-
2019 (2016: 1.6%). The city's operating revenue adjustment to
negative shocks resulted from the protracted slowdown of
Armenia's economy in 2014-2015 is likely to continue. Fitch also
expects Yerevan to run close to a balanced budget in 2017-2019 in
line with historical results (2012-2016: average deficit 0.15%).

Yerevan's 2016 operating revenue was AMD77.3 billion, in line
with Fitch projections, underpinned by steady flow of transfers
and locally collected taxes. The city continued to receive
financial support from the central government and in Fitch views,
current transfers will remain stable at about 75% (2015: 76%) of
Yerevan's operating revenue.

The city's capex continued its downward trend in 2016, decreasing
to AMD5.7 billion, or 7% of total spending, after it averaged 24%
in 2012-2014. Fitch expected this capex decrease, as the city
completed material infrastructure investments funded by state
transfers and donor grants. Fitch expects the city to continue
funding capital outlays with asset sales and capital transfers
from the central government.

The city remains free from any debt or guarantees, since forming
a community in 2008. Statutory provisions of the national legal
framework guiding debt or guarantees issuance restrict the city
from incurring significant debt. The city's liquidity position
had improved at end-2016 to AMD1.4 billion (AMD175 million a year
earlier) as Yerevan scaled back its capex programme. The city
holds its cash in treasury accounts as deposits with commercial
banks are prohibited under the legal framework.

Yerevan benefits from its capital status. It is the country's
economic and financial centre and its largest market with a
developed services sector and the country's largest metropolitan
area. The city accounts for 36% of Armenia's population. At the
same time, Yerevan's wealth metrics are low in the international
context. Fitch estimates Yerevan's GRP per capita at AMD1.8
million in 2015 (USD3,770).

RATING SENSITIVITIES

Changes to the sovereign ratings will be mirrored on the city's
ratings, as Yerevan is capped by the ratings of Armenia.

In the absence of sovereign downgrade a significant deterioration
of fiscal performance or material growth in direct risk, would
lead to a downgrade.



=============
C R O A T I A
=============


AGROKOR DD: Banks to Survive Worst-Case Scenario
------------------------------------------------
Jasmina Kuzmanovic at Bloomberg News reports that Croatian banks
will survive even if they don't recoup loans to Agrokor d.d., the
Adriatic country's largest conglomerate, because they are well-
capitalized and their exposure to the ailing company has been
limited by the regulator.

"Even in the worst-case scenario, none of the systemically
important banks will fail," Bloomberg quotes Croatia Central Bank
Governor Boris Vujcic as saying in an interview in Dubrovnik,
Croatia, during a central bank conference on June 5.  Mr. Vujcic,
as cited by Bloomberg, said some "less-important banks" may have
to raise additional capital.

The near-collapse of former Yugoslavia's biggest retailer, whose
debt is estimated at almost US$6 billion, is threatening to cause
a string of bankruptcies for food producers and suppliers across
the region, Bloomberg notes.

The Croatian government took over Agrokor in April and installed
a commissioner to lead a turnaround and save it from collapse for
as long as 15 months, Bloomberg recounts.

According to Bloomberg, Mr. Vujcic said while the financial
restructuring of Agrokor "could be allowed to take some time,"
the corporate restructuring of units should proceed "as fast as
possible" to avoid a gradual erosion of value.

Mr. Vucic also said Croatia's political instability may stand in
the way of structural reforms and impede long-term economic
growth, Bloomberg relates.

When parliament reconvenes on June 7, Prime Minister Andrej
Plenkovic will try to reconfigure his government coalition after
a breakup in April with the ruling party's smaller partner,
Bridge, Bloomberg discloses.  Should he fail, the country may
need a second snap election in less than a year, Bloomberg notes.

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


GREECE: EU Creditors May Face Interest Deferral Under Debt Plan
---------------------------------------------------------------
Christina Amann and Gernot Heller at Reuters, citing a forecast
by Germany's Finance Ministry, report that a Greek debt relief
scenario that put back interest payments until 2048 would mean
the nation's euro zone creditors deferring receipt of up to
EUR123 billion (GBP106.8 billion).

The ministry's calculations, which were contained in a letter to
a member of parliament seen by Reuters on June 2, contemplated
the various restructuring scenarios laid out by the euro zone
bailout fund, the European Stability Mechanism (ESM).

"With such an interest deferral, it would de facto be a new loan
with a volume that depends on the development of interest rates,"
Reuters quotes the document as saying. "The estimated volume of
the deferred interest up until 2048 would be around EUR118-EUR123
billion."

The International Monetary Fund (IMF) says it cannot contribute
loans to Greece's current bailout unless it gets assurances that
its debt will be sustainable, Reuters notes.

Greece needs about EUR7 billion in loans from its EUR86-billion
rescue package to repay debt maturing in July, but the
disbursement hinges on its lenders' assessment of its bailout
progress, the conclusion of the so-called second review, Reuters
states.


                          *     *     *

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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BOSPHORUS CLO III: Fitch Rates EUR7.3MM Class F Notes 'Bsf'
-----------------------------------------------------------
Fitch Ratings has assigned Bosphorus CLO III Designated Activity
Company final ratings, as follows:

EUR219.4 million Class A secured floating rate notes: 'AAAsf';
Outlook Stable

EUR34.7 million Class B secured floating rate notes: 'AA+sf';
Outlook Stable

EUR23.7 million Class C secured deferrable floating rate notes:
'Asf'; Outlook Stable

EUR17.7 million Class D secured deferrable floating rate notes:
'BBBsf'; Outlook Stable

EUR22.3 million Class E secured deferrable floating rate notes:
'BBsf'; Outlook Stable

EUR7.3 million Class F secured deferrable floating rate notes:
'Bsf'; Outlook Stable

EUR29.3 million subordinated notes: not rated

Bosphorus CLO III Designated Activity Company is a cash flow
collateralised loan obligation. Net proceeds from the notes were
used to purchase a EUR346.4 million portfolio of European
leveraged loans and bonds. The portfolio is managed by
Commerzbank AG.

KEY RATING DRIVERS

Limited Reinvestment Period
The portfolio was 100% ramped up at closing and the manager is
only permitted to reinvest unscheduled principal proceeds for two
years. Sales proceeds from credit-impaired and defaulted
obligations are not eligible for reinvestment and are used to
redeem the notes.

Higher Obligor Concentration
The transaction is exposed to higher obligor concentration than
other CLO transactions but is more granular than Bosphorus CLO
II, with the portfolio consisting of 78 assets from 57 obligors.
The largest obligor represents 2.53% and the 10 largest obligors
represent 25.3% of the portfolio notional.

Shorter Risk Horizon
The transaction's weighted average life (WAL) is 5.54 years and
the maximum WAL covenant is set at 6.34 years. The shorter risk
horizon, compared with current Fitch-rated CLO transactions,
means the transaction is less vulnerable to underlying price
movements and economic and asset performances.

Portfolio Credit Quality
The average credit quality of obligors will be in the 'B'
category, with a weighted average rating factor of the portfolio
of 31.4, below the maximum weighted average rating factor
covenant of 32.25. Fitch has credit opinions or public ratings on
100% of the identified portfolio. The transaction does not
contain and cannot purchase 'CCC' rated assets.

High Recovery Expectations
The portfolio will comprise senior secured loans and bonds.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured, and mezzanine assets. Fitch has
assigned Recovery Ratings for all assets in the portfolio. The
weighted average recovery rate of the portfolio is expected to be
68.8%, above the minimum weighted average recovery covenant is
68.25%.

RATING SENSITIVITIES

A 25% increase in the obligor default probability could lead to a
downgrade of up to three notches for the rated notes, while a 25%
reduction in expected recovery rates could lead to a downgrade of
up to four notches for the rated notes.



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


LEONARDO SPA: Moody's Corrects May 23 Rating Release
----------------------------------------------------
Moody's Investors Service issued correction to the May 23, 2017,
rating release on Leonardo SPA.

In the list of affected ratings, the Senior Unsecured Medium-Term
Note Program rating for Leonardo S.p.a. was changed to (P)Ba1.

The revised release is as follows:

Moody's Investors Service has changed to positive from stable the
outlook on the Ba1 corporate family rating (CFR) of Rome-based
Leonardo S.p.a., a key player in the global aerospace, defence
and security sector. Concurrently, Moody's has affirmed the
ratings.

"The positive outlook reflects Leonardo's significant operational
turnaround over a relatively short three-year period despite
challenging market conditions, as well as our expectations that
it will remain financially conservative and further strengthen
its financial credit metrics over the next 12-18 months," said
Jeanine Arnold a Moody's Vice President -- Senior Credit Officer
and lead analyst for Leonardo.

RATINGS RATIONALE

Moody's rating action follows a substantial turnaround in
Leonardo's operational performance over the last three years and
the rating agency's expectations that these improvements will
continue into 2018. It also factors in Moody's view that Leonardo
will maintain its conservative financial policies, further
strengthening its key credit metrics and potentially supporting
an upgrade of Leonardo's baseline credit assessment (BCA) to ba1
from ba2. This, combined with the one notch uplift Moody's
applies to the BCA for state support by the Government of Italy
(Italy, Baa2 negative) is likely to pave the way for Leonardo to
be upgraded to investment grade over the next 12-18 months.

In particular, Moody's expects that operating profit margins will
continue to strengthen towards the high single-digit range, that
retained cash flow/net debt will still exceed 30% and that gross
leverage will improve further towards 3.5x by 2018. Moody's
forecasts that free cash flow/debt will be somewhat volatile due
to lumpy advanced payments, a common feature across the aerospace
and defense industry, but remain at or around 5% on a five-year
rolling basis.

Concerted efforts to decrease absolute gross debt and reduce cash
outlays have already led to a material improvement in key credit
metrics, including operating profit margins of just over 6% and
gross debt/EBITDA (Moody's adjusted) of around 4.5x as at 31
March 2017 (Q1-17) from just over 6.0x as at 31 December 2014.
Net leverage (Moody's adjusted) is also more solid at 3.0x (2014:
5.0x). Moody's operating profit and leverage metrics do not
include material dividend income, which Leonardo receives from
its equity-accounted JVs (Telespazio, Thales Alenia Space, ATR
and MBDA), but the rating agency recognizes that these are a
relatively regular source of income and cash flow, supporting a
further strengthening in the company's credit metrics.

Moody's expects that Leonardo's operational and financial
performance will continue to improve on the back of strengthening
aerospace and defense market fundamentals; Leonardo's record
order backlog, which is now equivalent to almost three years of
revenues; its strong market positions; exposure to high growth
markets; and its continued commitment to reduce debt levels and
leverage.

However, Moody's is mindful that despite improvements, market
conditions remain fragile and Leonardo's margins may face
pressure from competition, persistently low defense budgets and
changes in government contracting practices. Operational
challenges remain in some sub-segments of Leonardo's divisions,.

Moody's continues to incorporate one notch of uplift from the
company's underlying ba2 bca rating given the strategic ownership
stakes of Italy (c.30%), in accordance with Moody's Government-
Related Issuers (GRI) rating methodology. However, Moody's is
conscious that Italy is on negative outlook and that further
negative rating action may constrain any positive rating action
on Leonardo's rating in the future. The rating agency deems the
level of default dependence between Leonardo and its sovereign
owners as moderate and incorporates a moderate degree of implicit
support from these government owners.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Leonardo's strong positioning
within the Ba1 rating (ba2 BCA with one notch uplift for
government support) due to its stronger operating performance and
improving cash flow generation (albeit positively affected by
material advanced payments) and Moody's expectations that key
credit metrics will strengthen further over the next 12-18
months. Moody's also expects the company will maintain a
disciplined conservative financial policy as well as a solid
liquidity profile.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could upgrade Leonardo if its leverage trends towards
3.5x or lower, its operating profit margins trend towards the
high-single-digit percent range and it maintains a strong
liquidity profile.

Moody's would consider a negative rating action if Leonardo
pursues financial policies that don't prioritize debt reduction
when leverage is above 5x; the company's operating margins trend
back towards the mid-single-digit percent range; there is a
sustained decline in orders and ensuing pressure on revenue
profile; liquidity provisions weaken, including regular
utilization of (and failure to clean-up) revolving credit
facilities.

List of Affected Ratings:

Affirmations:

Issuer: Leonardo S.p.a.

Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

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

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Issuer: Meccanica Holdings USA, Inc.

Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Issuer: Leonardo S.p.a.

Outlook, Changed To Positive From Stable

Issuer: Meccanica Holdings USA, Inc.

Outlook, Changed To Positive From Stable


MONTE DEI PASCHI: EU, Italy Agree on Restructuring Plan
-------------------------------------------------------
Aoife White and Sonia Sirletti at Bloomberg News report that
European Union and Italian officials agreed on a plan to
restructure Banca Monte dei Paschi di Siena SpA, allowing Italy
to inject capital to rescue the world's oldest bank.

According to Bloomberg, a statement on June 1 said Competition
Commissioner Margrethe Vestager and Italian Finance Minister Pier
Carlo Padoan reached "an agreement in principle" on a deal that
paves the way for a precautionary recapitalization of the lender.
The deal, following "intensive" talks between Italy, the EU and
the ECB, still requires formal approval, Bloomberg notes.

Monte Paschi was forced to turn to Italy for aid after it failed
to raise extra capital from investors in December, Bloomberg
recounts.  The European Central Bank said then it needed to
secure EUR8.8 billion (US$9.9 billion) to bolster its balance
sheet, Bloomberg notes.  The government would contribute about
EUR6.6 billion, Bloomberg relays, citing a Bank of Italy
calculation, with the rest covered by creditors.

Before Monte Paschi can receive the rescue, the ECB must confirm
that the bank is solvent and meets capital requirements and Italy
must get confirmation from private investors that they will
purchase the non-performing loans portfolio, Bloomberg states.

The EU will now work with Italy on details of Monte Paschi's
final restructuring plan, Bloomberg discloses.  Italy, Bloomberg
says, will need to formally notify the EU of the plan, including
commitments on the restructuring.  The EU will then move to adopt
final approval for the recapitalization, according to Bloomberg.

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

                            *   *   *

The Troubled Company Reporter-Europe reported on May 23, 2017,
that Fitch Ratings affirmed Banca Monte dei Paschi di Siena's
(MPS) Viability Rating (VR) at 'c' and maintained the bank's 'B-'
Long-Term Issuer Default Rating (IDR) on Rating Watch Evolving
(RWE).  The VR of 'c' indicates that failure of the bank under
Fitch criteria is inevitable because it requires an extraordinary
injection of capital in order to remain viable.  Following the
EBA stress tests in the summer of 2016, the European Central Bank
identified a capital shortfall of EUR8.8 billion arising from its
large volumes of doubtful loans (sofferenze).  The shortfall
arises as a result of the losses the bank will bear once it
deconsolidates the entirety of its sofferenze.



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


BSN MEDICAL: Moody's Withdraws B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn the B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) of BSN
Medical Luxembourg Group Holding S.a.r.l., which were placed
under review for upgrade on December 20, 2016. The company has
been acquired by Svenska Cellulosa Aktiebolaget SCA (Baa1
negative assigned to subsidiary Essity Aktiebolag) on April 3,
2017. The rating action follows the repayment of BSN's rated
debts.

Concurrently Moody's has withdrawn the B1 ratings on BSN Medical
Luxembourg Finance Holdings Sarl's senior secured credit
facilities, which were also under review for upgrade.

RATINGS RATIONALE

Moody's has withdrawn the ratings for reorganisation purposes.

Headquartered in Luxembourg, BSN develops, manufactures and
markets wound care & vascular and orthopaedics products. The
Company employs around 6,000 people and was founded in 2001 as a
50/50 joint venture between Beiersdorf AG and Smith & Nephew plc.
The Company has an increasingly global footprint, with production
facilities in 11 countries and operations in over 30 countries.



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


DRYDEN 52: Moody's Assigns (P)B2(sf) Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
eight classes of notes to be issued by Dryden 52 Euro CLO 2017
B.V.:

-- EUR 237,100,000 Class A Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aaa (sf)

-- EUR 21,000,000 Class B-1 Senior Secured Floating Rate Notes
    due 2031, Assigned (P)Aa2 (sf)

-- EUR 31,600,000 Class B-2 Senior Secured Fixed Rate Notes due
    2031, Assigned (P)Aa2 (sf)

-- EUR 16,400,000 Class C-1 Mezzanine Secured Deferrable
    Floating Rate Notes due 2031, Assigned (P)A2 (sf)

-- EUR 10,600,000 Class C-2 Mezzanine Secured Deferrable Fixed
    Rate Notes due 2031, Assigned (P)A2 (sf)

-- EUR 20,000,000 Class D Mezzanine Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)Baa2 (sf)

-- EUR 22,000,000 Class E Mezzanine Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)Ba2 (sf)

-- EUR 12,500,000 Class F Mezzanine Secured Deferrable Floating
    Rate Notes due 2031, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

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

Dryden 52 Euro CLO 2017 B.V. is a managed cash flow CLO. At least
90% of the portfolio must consist of senior secured loans and
senior secured bonds and at least 65% of the portfolio must
consist of senior secured loans. The portfolio is expected to be
approximately 80% ramped up as of the closing date and to be
comprised predominantly of corporate loans to obligors domiciled
in Western Europe.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR44.5M of subordinated notes, which will not
be rated.

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

Defaulted obligations are neither excluded nor carried at Moody's
collateral value when used to decide the bucket size hurdle in
Current Pay Obligation, Below-Par Exception definition. Above
these hurdles Current Pay Obligation (2.5%) and Below-Par
Exception (5%) are treated as defaulted obligations and Below-Par
Securities respectively. This is not the usual market practice
and could weaken the effectiveness of the principal coverage
tests.

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

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

Loss and Cash Flow Analysis:

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

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

Par Amount: EUR 400,000,000

Diversity Score: 42

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 4.0%

Weighted Average Coupon (WAC): 5.5%

Weighted Average Recovery Rate (WARR): 41.3%

Weighted Average Life (WAL): 8 years

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

Stress Scenarios:

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

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

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

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

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

Class C-1 Mezzanine Secured Deferrable Floating Rate Notes: -2

Class C-2 Mezzanine Secured Deferrable Fixed Rate Notes: -2

Class D Mezzanine Secured Deferrable Floating Rate Notes: -2

Class E Mezzanine Secured Deferrable Floating Rate Notes: -1

Class F Mezzanine Secured Deferrable Floating Rate Notes: 0

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

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: -1

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

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

Class C-1 Mezzanine Secured Deferrable Floating Rate Notes: -4

Class C-2 Mezzanine Secured Deferrable Fixed Rate Notes: -4

Class D Mezzanine Secured Deferrable Floating Rate Notes: -2

Class E Mezzanine Secured Deferrable Floating Rate Notes: -1

Class F Mezzanine Secured Deferrable Floating Rate Notes: -2

Methodology Underlying the Rating Action:

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


JUBILEE CDO V: Moody's Affirms Ba3(sf) Rating on Cl. D-2 Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Jubilee CDO V B.V.:

-- EUR46.8M Class C Senior Secured Deferrable Floating Rate
    Notes, Upgraded to Aa3 (sf); previously on Nov 25, 2016
    Affirmed A1 (sf)

-- EUR11.325M Class W Combination Notes, Upgraded to Aa2 (sf);
    previously on Nov 25, 2016 Affirmed A1 (sf)

-- EUR11.725M Class Y Combination Notes, Upgraded to Baa2 (sf);
    previously on Nov 25, 2016 Downgraded to Ba2 (sf)

Moody's also affirmed the ratings on the following notes issued
by Jubilee CDO V B.V.:

-- EUR45.8M (currently EUR28.0M outstanding) Class B Senior
    Secured Floating Rate Notes, Affirmed Aaa (sf); previously on
    Nov 25, 2016 Affirmed Aaa (sf)

-- EUR8.475M Class D-1 Senior Secured Deferrable Floating Rate
    Notes, Affirmed Ba3 (sf); previously on Nov 25, 2016
    Downgraded to Ba3 (sf)

-- EUR12.725M Class D-2 Senior Secured Deferrable Fixed Rate
    Notes, Affirmed Ba3 (sf); previously on Nov 25, 2016
    Downgraded to Ba3 (sf)

RATINGS RATIONALE

The upgrade on the notes ratings is primarily the result of the
stability of the key credit metrics of the underlying pool as
well as the deleveraging observed since the last rating action.

The credit quality of the portfolio (measured by the weighted
average rating factor, or WARF) has remained stable since the
last rating action. According to the trustee report dated April
2017, the WARF was 3706, compared with 3673 in the October 2016
report. Securities with ratings of Caa1 or lower (including Ca
ratings) currently make up approximately 19.4% of the underlying
portfolio, versus 23.3% in October 2016 report.

On the Feb 2017 payment date, aggregate outstanding balances of
Class A-1B and Class A-2 Notes amounting to EUR25.0M were paid
down in full, and Class B Notes amortised by EUR17.8M. As a
result, over-collateralisation ratios have increased across the
capital structure. As per the trustee report dated April 2017 the
Class A/B and Class C OC ratios are reported at 419% and 157%,
compared to October 2016 levels of 221% and 133% respectively.

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

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR93.6 million,
defaulted par of EUR29.0 million, a weighted average default
probability of 19.40% over a 3.36 year weighted average life
(consistent with a WARF of 3116), a weighted average recovery
rate upon default of 49.7% for a Aaa liability target rating, a
diversity score of 11 and a weighted average spread of 3.5%.

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

Methodology Underlying the Rating Action:

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower weighted average recovery rate for the
portfolio. Moody's ran a model in which it reduced the weighted
average recovery rate by 5%; the model generated outputs that
were unchanged for Class B, and within one notch of the base case
results for Classes C, D-1 and D-2.

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

Additional uncertainty about performance is due to the following:

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

* Around 22.4% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates. As part of its base case, Moody's has stressed
large concentrations of single obligors bearing a credit estimate
as described in "Updated Approach to the Usage of Credit
Estimates in Rated Transactions," published in October 2009 and
available at
http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_120461.

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

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

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


TITAN EUROPE 2007-2: Fitch Cuts Rating on EUR128.4MM Notes to D
---------------------------------------------------------------
Fitch Ratings has downgraded Titan Europe 2007-2 Limited's class
B to E notes and withdrawn all ratings as follows:

EUR128.4 million Class B (XS0302917272) downgraded to 'Dsf' from
'Csf'; Recovery Estimate (RE) revised to 90% from 35%, withdrawn

EUR115.2 million Class C (XS0302917512) downgraded to 'Dsf' from
'Csf'; RE 0%, withdrawn

EUR86.1 million Class D (XS0302917868) downgraded to 'Dsf' from
'Csf'; RE 0%, withdrawn

EUR37.9 million Class E (XS0302919138) downgraded to 'Dsf' from
'Csf'; RE 0%, withdrawn

EUR12.5 million Class F (XS0302919641) affirmed at 'Dsf'; RE0%,
withdrawn

EUR0 million Class G (XS0302920730) affirmed at 'Dsf'; RE0%,
withdrawn

Titan Europe 2007-2 Limited is a CMBS transaction secured by one
loan backed by commercial real estate assets in the Netherlands.

KEY RATING DRIVERS

A note event of default occurred in April following failure by
the issuer to meet their principal repayment obligation by legal
final maturity.

The EUR42.9 million Skudov Palace loan has repaid in full since
Fitch's last rating action in June 2016 with proceeds used to
redeem the class A2 note balance. After the sale of collateral
and winding up of the borrower entities, the remaining
EUR49.6million balance on the Cobalt loan has now been written
off.

Better-than-expected recoveries from the Skudov Palace loan and
encouraging sales progress on the MPC portfolio has led to the
revision of Fitch's RE on the class B notes.

RATING SENSITIVITIES. Not applicable.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool and the transaction. There were no findings that were
material to this analysis. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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



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


CHORZOW CITY: Fitch Affirms BB+ Long-Term IDRs, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Polish City of Chorzow's Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at
'BB+' and National Long-Term Rating at 'A-(pol)'. The Outlooks
are Stable.

The affirmation reflects Fitch's unchanged base case scenario of
stable operating performance with an operating margin of around
6% and an expected sharp increase in direct debt that will lead
to a deterioration of debt payback ratio. However, despite debt
growth Fitch expects debt service will be manageable in the
medium term, supported by the city's sound liquidity.

KEY RATING DRIVERS

Fitch projects that the city will maintain its operating margin
at around 6% in 2017-2020, which translates into an operating
balance of PLN35 million annually on average. In Fitch opinions,
the operating balance will result from ongoing operating
expenditure control with the aim of maintaining its growth below
that of operating revenue. The city has moderate influence on its
main current revenue sources, which are grants from the state
budget (accounting for 50% of operating revenue in 2016) and
income taxes (24%). In 2016, Chorzow reported an operating
balance of PLN29.4 million or 5.5% operating margin, which was in
line with Fitch projections.

Fitch projects the operating balance will fully cover annual debt
service (principal and interest), which Fitch expects to grow to
about PLN29 million in 2020 from PLN10.4 million in 2016. The
increase in debt service results from the bond redemption falling
in this period and from higher interest expenses resulting from
new debt.

In 2017-2018, Fitch forecasts capital expenditure will not exceed
PLN100 million annually, i.e. 15% of total expenditure, which is
in line with the average 14.5% reported in 2012-2016. Fitch
expects that half the capex will be financed from capital revenue
(capital and other grants and proceeds from asset sales) and one-
third from the current balance. The remaining part will require
debt finance.

For 2019-2020, Fitch assumes that Chorzow will construct a ring-
road, which depends on the availability of EU grants covering at
least 85% of the investment costs. The city estimates the
spending for the ring road construction to be around PLN570
million in 2019-2020 and to finance it the city will have to
incur large debt. The city has already secured the ring road
financing from the European Investment Bank (EIB).

Fitch expects the city's direct debt to grow by PLN40 million
annually in 2017-2018 and by PLN100 million annually in 2019-
2020. Debt will grow to the historical peak of PLN440 million at
end-2020 from PLN163.5 million at end-2016. The relation of debt
to current revenue should not exceed 80% at end-2020 (2016: 31%),
despite rapid growth. The projected increase in debt will lead to
a deterioration of the payback ratio (debt-to-current balance) to
16 years in 2020 from six years in 2016.

The city's liquidity is sound, which Fitch expects to be
maintained over the medium term. Cash and liquid deposits in the
city's accounts averaged PLN19 million in 2016. In 2016, Chorzow
borrowed PLN50 million from EIB, and placed the unused part of
the loan in deposits. The average cash balance in the city's
accounts significantly exceeded the city's annual debt service.

Chorzow is a small Polish city with around 110.000 inhabitants.
Its unemployment rate at end-April 2017 at 6.9% was below the
national average of 7.7%. Data for gross regional product for
Chorzow is not available. Gross regional product per capita in
2014 (latest available data) in the Katowicki subregion where
Chorzow is located was 36% above the national average. However,
this ratio is fuelled mainly by the City of Katowice (A-/Stable),
the capital of the Slaskie Region and does not fully reflect
Chorzow's economy.

Chorzow's relatively small local economy makes the city's budget
more vulnerable to negative economic shocks in comparison with
other Polish cities rated by Fitch. An additional rating factor
is the scale of the planned capex in conjunction with the ring
road in relation to the size of Chorzow's budget.

RATING SENSITIVITIES

A downgrade could result from a sharp increase in debt leading to
a debt payback ratio consistently exceeding 12 years and from
deterioration of operating performance.

The ratings could be upgraded if the city demonstrates sound
operating performance with an operating margin of around 6%,
coupled with maintenance of direct debt below 50% of current
revenue.



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


BALTIC LEASING: Fitch Assigns BB-(EXP) Rating to RUB4BB Bonds
-------------------------------------------------------------
Fitch Ratings has assigned Russia-based Baltic Leasing LLC's
upcoming issue of RUB4 billion fixed-rate unsecured amortising
bonds series BO-P01 an expected long-term rating of 'BB-(EXP)'.
The bonds will have a tenor of three years with a quarterly
amortisation of principal starting from March 2019. The coupon
rate is yet to be determined. Proceeds from the issues will be
used solely for Baltic Leasing LLC's corporate purposes.

The issue benefits from recourse to Baltic Leasing LLC's parent,
Baltic Leasing JSC (BB-/Stable). Should Baltic Leasing LLC fail
to make an interest or principal payment under the terms of the
bond, bondholders will benefit from a public irrevocable offer
(PIO), allowing them to sell the bonds to the issuer's parent,
Baltic Leasing JSC.

Final ratings are contingent on the receipt of final documents
conforming to information already received.

KEY RATING DRIVERS

The bond rating is equalised with Baltic Leasing JSC's Long-Term
Local Currency Issuer Default Rating (IDR), reflecting Fitch's
view that default risk on the bond and on the parent's senior
unsecured obligations is very closely aligned. Baltic Leasing LLC
comprises a large majority of the consolidated assets and
business of Baltic Leasing JSC, and in Fitch's view it is
unlikely that one entity could default while the other services
its obligations.

Fitch believes it could be challenging for bondholders to enforce
the PIO in a Russian court, in case of need. However, recourse to
the parent entity provides little additional credit enhancement
for creditors, given that Baltic Leasing JSC's credit profile is
highly linked to that of its subsidiary.

Baltic Leasing JSC's IDR of 'BB-' reflects the company's solid
performance through the cycle, stable small credit losses of the
lease book helped by a solid underwriting and a rigorous
collection function, strong liquidity and low leverage. For
details see 'Fitch Affirms Four Russian Private Leasing
Companies' dated December 8, 2016 on www.fitchratings.com.

RATING SENSITIVITIES

The rating could be downgraded if Baltic Leasing JSC's Long-Term
IDR is downgraded, or if there is a marked increase in the
proportion of pledged assets, potentially resulting in lower
recoveries for senior unsecured creditors in a default scenario.
An upgrade of the bond would require an upgrade of Baltic Leasing
JSC.


BELGOROD REGION: Fitch Affirms BB Long-Term IDRs, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Russian Belgorod Region's Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDR) at 'BB'
with Stable Outlook and Short-Term Foreign-Currency IDR at 'B'.
The region's outstanding senior unsecured domestic debt has been
affirmed at 'BB'.

KEY RATING DRIVERS

The ratings reflect sound operating performance, moderate, albeit
growing, direct risk and a well-diversified economy. The ratings
also take into account the region's exposure to contingent risk,
limited fiscal flexibility, and a weak institutional framework
for Russian subnationals.

Fitch expects the region will continue to demonstrate sound
budgetary performance with an operating balance above 10% of
operating revenue. This will be supported by increasing corporate
income tax on the back of improved financial results of the
region's metallurgic sector. Operating margin strengthened to
12.1% in 2016 (2014-2015: average 10.8%) due to cuts in operating
spending and a moderate 3% growth of tax proceeds. This offset
the 12% decline of current transfers from the federal budget.

The region's deficit before debt variation remained almost
unchanged at 3.8% in 2016 (2015: -3.5%). Fitch projects the
budget deficit will remain at 3% of total revenue in 2017-2019,
underpinned by a sound operating balance and the stabilising
capex. Fitch expects capex to remain at a moderate 10%-12% of
total expenditure in 2017-2019, unless Belgorod receives
additional capital transfers from the federal government.

Fitch expects the region's direct risk will remain moderate by
international standards, at below 60% of current revenue over the
medium-term. In 2016 the region's direct risk increased to 55.8%
of current revenue from 52.2% a year before. Direct risk is
dominated by domestic bonds, which comprise 53% of the total,
followed by low-cost budget loans (31%). The reminder is medium-
term bank loans.

The region has a smoother and longer maturity profile than many
national peers. Nevertheless, it remains concentrated with 63% of
maturities due in 2017-2019. As of April 1 in 2017 the region had
to refinance RUB6.3 billion, which represented 21% of its debt
stock. Of this amount RUB4.6 billion are amortising domestic
bonds while the remainder is federal budget loans.

The region plans to issue new RUB4 billion domestic bond to
refinance maturing obligations. The new bond is intended to have
a seven-year maturity, which will contribute to lengthening the
debt profile. The federal government distributed RUB2.5 billion
of budget loans to the region in 2017, which will be enough for
refinancing due debt in the current year.

The region's contingent liabilities continue to decline but
remain material. In 2016, contingent liabilities accounted for
RUB9.5 billion or around 15% of current revenue versus 25% in
2014. Most of this are guarantees (RUB7 billion) that the region
provided to support regionally important enterprises. In
addition, Fitch views RUB4.8 billion of debt at state unitary
enterprise Obldorsnab as direct risk as Belgorod subsidises the
company for principal and interest payments on this loan. The
region does not plan to issue new guarantees in 2017.

The region has a well-diversified economy based on agriculture,
mining and food processing, with GRP per capita at 135% of the
national median in 2015. The regional economy outperformed the
national economy with a CAGR of 2.9% versus 0.8%, respectively,
in 2013-2015. Estimated GRP growth for 2016 is 3%, versus the
national economic contraction of 0.2%.

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

RATING SENSITIVITIES

Consolidation of sound budgetary performance with an operating
margin above 10% accompanied by improvement of direct risk-to-
current balance ratio to about five years (2016: seven years)
could lead to an upgrade.

Deterioration of budgetary performance leading to a consistently
weak operating balance that is insufficient to cover interest
expenses could lead to a downgrade.


URALTRANSBANK: Fitch Cuts LT Issuer Default Rating to 'CCC'
-----------------------------------------------------------
Fitch Ratings has downgraded Uraltransbank's (UTB) Long-Term
Issuer Default Rating (IDR) to 'CCC' from 'B-' and placed it on
Rating Watch Negative (RWN).

KEY RATING DRIVERS

The downgrade of UTB's IDR to 'CCC' and RWN mainly reflect the
fact that the bank breached the Tier 1 minimum capital
requirement in April, which according to Russian legislation,
could lead to a regulatory intervention. According to management,
the Central Bank of Russia (CBR) has provided forbearance by
giving the bank until end-August to improve its capital position.

UTB plans to do this by selling some problem loan exposures above
the net value. However, in Fitch's view, there is significant
near-term uncertainty with respect to UTB's ability to
sustainably restore compliance, given the bank's somewhat
optimistic assumptions around the planned problem loan sale, its
continuously loss-making performance and weak asset quality.

The bank's Tier 1 capital ratio dropped to 5.3% (minimum 6%, 7.3%
with buffers) at end-4M17 from 7.6% at end-2016 due to RUB200
million losses from year end. Core Tier 1 (5.3%; minimum 4.5%)
and total capital (9%; 8% minimum) ratios were above the minimum
at end-4M17, but cushions were only modest. Fitch Core Capital
(FCC) ratio was stronger at 13.1% at end-2016 as IFRS risk-
weighted assets are 35% lower, mostly due to significant
operating risk component and different weightings of loans under
regulatory rules.

UTB expects to sell few large problem exposures to a third party
before end-August above the net value releasing RUB200 million-
RUB250 million of provisions. If successful, the Tier 1 ratio
should improve to 7.0%-7.5%. However, UTB's capitalisation will
remain under pressure due to weak asset quality (NPLs including
full-recourse overdue loans transferred to collection agencies
stood at 32%, but were fully reserved, while NPL origination
ratio was 6% in 2016) and performance (it lost 15% of equity in
4M17).

Liquidity is currently good (liquid assets covered high 55% of
customer accounts at end-4M17), but may come under pressure if
depositors become increasingly concerned with the bank's
viability prospects following the capital requirements breach.

The Support Rating of '5' and Support Rating Floor of 'No Floor'
reflects the bank's small size and limited franchise, making
extraordinary capital support from the state, in case of need,
unlikely.

RATING SENSITIVITIES

Fitch will resolve the RWN and downgrade the ratings if the bank
is unable to return to compliance with capital requirements
leading to CBR intervention.

UTB's IDRs could stabilise at their current levels, or ultimately
be upgraded back to 'B-' if the bank is able to rebuild its
capital and improve performance.

The rating actions are:

Long-Term Foreign-Currency IDR: downgraded to 'CCC' from'B-;'
placed on RWN

Short-Term Foreign-Currency IDR: downgraded to 'C' from 'B';
placed on RWN

Viability Rating: downgraded to 'ccc' from 'b-'; placed on RWN

Support Rating: affirmed at '5'

Support Rating Floor affirmed at 'No Floor'



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


BANCO POPULAR ESPANOL: Reviews Liquidity Options
------------------------------------------------
Esteban Duarte and Manuel Baigorri at Bloomberg News report that
Banco Popular Espanol SA, racing to sell assets and find a buyer,
is reviewing how to improve liquidity and plans to meet with
regulators this week.

According to Bloomberg, people familiar with the matter said the
Madrid-based bank will discuss options with the European Central
Bank today, June 6.  One of the people said the lender may
request additional central bank loans, Bloomberg relates.

Popular is running out of time to repair its balance sheet,
battered by soured real-estate loans that are eroding capital,
Bloomberg discloses.  Popular Chairman Emilio Saracho on June 2
appealed to the bank's managers to go about their business as
normal and continue to instill confidence in clients, assuring
staff the lender remains solvent, Bloomberg relays.

The person, as cited by Bloomberg, said the bank is also
considering seeking oversight from central bank officials to
guide the board's decisions should it not obtain the extra
liquidity.

Popular shunned the chance to take state aid five years ago when
a stress test uncovered a capital shortfall, Bloomberg recounts.
Instead, it embarked on a series of share sales that so far have
raised EUR5.5 billion, Bloomberg states.  Algebris Investments
CEO Davide Serra said on June 5 still the lender may need a
further EUR3 billion and EUR4 billion to offset possible losses,
Bloomberg relays.

Banco Popular Espanol SA is a Spain-based commercial bank. The
Bank divides its business into four segments: Commercial Banking,
Corporate and Markets; Insurance Activity, and Asset Management.
The Bank's services and products include saving and current
accounts, fixed-term deposits, investment funds, commercial and
consumer loans, mortgages, cash management, financial assessment
and other banking operations aimed at individuals and small and
medium enterprises (SMEs). The Bank is a parent company of Grupo
Banco Popular, a group which comprises a number of controlled
entities, such as Targobank SA, GAT FTGENCAT 2005 FTA, Inverlur
Aguilas I SL, Platja Amplaries SL, and Targoinmuebles SA, among
others. In January 2014, the Company sold its entire 4.6% stake
in Inmobiliaria Colonial SA during a restructuring of the
property firm's capital.


IM GBP LEASING 3: DBRS Assigns (P)CC Rating to Series B Notes
-------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the notes to
be 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 above-mentioned ratings are provisional. The ratings can be
finalised upon receipt of an execution version of the governing
transaction documents. To the extent that the documents and the
information provided to DBRS as of this date differ from the
execution version of the governing transaction documents, DBRS
may assign a different final rating to the notes.

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 leases
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.

The ratings are based on a review by DBRS of the following
analytical considerations:

-- Transaction capital structure and form and sufficiency of
    available credit enhancement.

-- The credit enhancement level is sufficient to support the
    expected net loss assumptions projected under various stress
    scenarios at the AA (low) (sf) stress level for the Series A
    Notes. The Series B Notes benefit from a credit enhancement
    of 3.0% that DBRS considers to be sufficient to support the
    CC (sf) rating. Credit enhancement is provided by
    subordination and the Reserve Fund.

-- The transaction is unhedged with the notes paying 1-month
    Euribor and the collateral paying either a fixed rate, 6-
    month Euribor, 12-month Euribor or other floating-rate
    indexes closely linked to 12-month Euribor.

-- The credit quality of the collateral and the ability of the
    transaction to withstand stressed cash flow assumptions and
    repay investors according to the terms under which they have
    invested.

-- The transaction parties' capabilities with respect to
    originations, underwriting and servicing.

-- The operational risk review conducted on Banco Popular
    Espanol and Banco Pastor by DBRS to conclude that it is an
    Acceptable servicer.

-- The transaction parties' financial strength with regard to
    their respective roles.

-- The sovereign rating of the Kingdom of Spain, currently at A
    (low).

-- The legal structure and presence of legal opinions addressing
    the assignment of assets to the Issuer and the consistency
    with DBRS's "Legal Criteria for European Structured Finance
    Transactions" methodology.

The transaction was modelled in Intex DealMaker.



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


WP/AV CH: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and a B2-PD probability of default rating (PDR) to
WP/AV CH Holdings II B.V. (Avaloq), the top entity in Avaloq's
restricted group. The action follows the launch of the
syndication of CHF 410 million equivalent senior secured first
lien facilities which will be used to (1) fund the acquisition of
a significant minority stake in Avaloq by Warburg Pincus for a
consideration of approximately CHF 306 million, (2) refinance
Avaloq's CHF 175 million existing senior bank debt (unrated) and,
(3) provide cash on balance sheet at closing and pay for
transaction fees and expenses.

The new rating assignment balances the following factors:

  -- Leading position in Swiss private banking niche, with
     generally positive industry fundamentals

  -- Large recurring revenues

  -- Degree of business concentration

  -- Known contract attrition and lack of volume in transaction
     processing segment

  -- Risk of rising leverage

  -- Good free cash flow generation and liquidity

Concurrently, Moody's has assigned B2 ratings to the proposed new
CHF 350 million equivalent senior secured first lien term loan B
due 2024 and pari passu ranking CHF 60 million equivalent
revolving credit facility (RCF) due 2023, which shall be borrowed
by WP/AV CH Holdings III B.V.. The outlook on all ratings is
stable.

RATINGS RATIONALE

Avaloq's B2 CFR reflects its leading position in Swiss private
banking software and processing services, which is supported by
positive industry fundamentals. However, Avaloq's rating is
constrained by its geographic concentration in Switzerland, as
well as some lack of product and customer diversification. In
spite of a large recurring revenue base, some of the group's
contracts have been terminated and Avaloq will thus face revenue
attrition in the next two years following acquisition activity
amongst customers and will have to compensate for lost revenues
and profits whilst ramping up the profit contribution of its
processing activities outside Switzerland. As a result, Moody's
adjusted debt/EBITDA is unlikely to decrease from its opening
level of 4.3x (5.4x before the capitalisation of software
development costs) in the next two years but Moody's expects that
the group will be free cash flow generative and will maintain a
good liquidity profile.

"Until 2019, Avaloq will have to replace lost revenues and EBITDA
arising from known contract attrition, which will limit its
ability to grow earnings from the CHF 82 million reported in 2016
and will not result in any deleveraging from the opening level,
in the absence of any mandatory debt amortization" says Frederic
Duranson, a Moody's Analyst and lead analyst for Avaloq.
"However, Moody's expects that the ramp up of its international
processing activities will help lift Avaloq's EBITDA and the
group will maintain a good cash flow generation and liquidity
profile" Mr. Duranson adds.

Avaloq's credit profile benefits from the leading position that
management claims in the Swiss private banking software and
services industry, ahead of finnova (unrated) and larger peers
such as Temenos (unrated) and SunGuard (part of Fidelity National
Information Services, Inc., Baa3 stable). Furthermore, the group
stands to benefit from the positive fundamentals underpinning the
banking software market, which all support increased levels of
outsourcing to third party vendors, including (i) the regulatory
burden (ii) "digitalization" and (iii) cost efficiency
requirements.

However, Avaloq's credit profile is held back by its relatively
low business diversification. The group generates approximately
75% of its revenues from Switzerland and more than 85% from
Europe. Avaloq also has a degree of customer concentration. It
serves over 150 entities but only 62 financial institutions and
its top 10 customers represented just under half of revenue in
2016 but this number is 43% if adjusted for the very large
customers which will stop contributing to revenue in the next 24
months. Moody's does not expect that customer concentration will
decrease in the next two years. Avaloq also exhibits a degree of
product concentration given its current focus on private banking
solutions. Moody's acknowledges that the product suite in this
area is comprehensive and exportable internationally and is
complemented by processing capabilities, however the group's
penetration in retail banking remains limited.

As is typical of software vendors, Avaloq has a large recurring
revenue base (approximately 67% of the total), made up of the
recurring maintenance fees it earns on its software products as
part of its multi-year or perpetual contracts as well as the
recurring fees generated by multi-year transaction processing
agreements. Transaction processing fees are nevertheless exposed
to downside risk in case the volume of processed transactions
reduces. Moody's does not see any structural trend towards lower
volumes in Avaloq's markets. However, there remains potential for
revenue volatility given the customer concentration and the fact
that licence and consulting/implementation revenues can be lumpy
as they largely depend upon the addition of new customers or
modules.

Avaloq has materially grown its revenue and EBITDA in the last
five years, mostly thanks to new customer acquisitions. Software
and transaction processing revenues have progressed by 10.7% and
15.8% respectively between 2012 and 2016 on a CAGR basis whilst
group EBITDA grew by 9.2%. Software EBITDA has grown by double
digits in percentage terms over the period and its margin has
reached just under 50% in 2016, which is in line with banking
software industry leaders. However, the profitability of the
transaction processing segment has turned negative in 2015 owing
to heavy investments in setting up processing centres in
Singapore and Germany, whilst the Swiss part of the segment grew
its profitability. Even taking into account the one-off nature of
the set-up costs, the transaction processing segment remains
unprofitable, which reflects its lack of volume, particularly
outside Switzerland.

In the next two years, Avaloq will face the challenge of
replacing terminated transaction processing contracts which
contributed more than CHF 110 million of revenues and CHF 75
million of EBITDA in 2016. Contract attrition is generally
related to shifts in technology strategy on the part of new
owners in the wake of M&A activity rather than execution or
product issues. It represents an inherent risk for Avaloq, given
its customer concentration and because Moody's views the current
low yield environment as conducive to consolidation in the wealth
and asset management industry. Moody's expects that the group
will continue to grow its revenue in both segments (before the
known contract attrition) but the rating agency forecasts that it
will take at least 24 months from closing for Avaloq to replace
lost EBITDA from terminated contracts.

Moody's estimates that Avaloq's leverage, measured by Moody's
adjusted gross debt to EBITDA, stood at approximately 4.3x at the
end of 2016, pro-forma for the proposed transaction. Owing to the
run-off of certain contracts in the period 2017-19, Moody's
expects that adjusted leverage will not decrease in the next 18
months, particularly in the absence of mandatory debt repayments.
As a result, the rating agency anticipates that leverage would
only reduce in the event of voluntary debt repayments.

Moody's forecasts that Avaloq will record good free cash flow
generation going forward, which could support debt repayments.
The group typically consumes little working capital and capex
(including the capitalisation of software development costs) will
reduce, albeit slowly, following the peak in investment for the
Singaporean and German processing centres. The 2017 EBITDA
contribution from contracts yet to run off and a large one-off
working capital inflow in 2018 will temporarily result in high
FCF/debt for the rating category of above 10% in 2017-2018 but
Moody's expects that Avaloq's underlying FCF/debt in these two
years will reach approximately 5%.

Moody's views Avaloq's liquidity profile as good. It will be
supported by a large opening cash balance of over CHF 100
million, compared to the size of the business and proposed
transaction. The group's liquidity will also be supported by a
CHF 60 million RCF which Moody's expects will remain undrawn at
closing and throughout the year as well as positive free cash
flow generation of at least CHF 30 million per annum. Senior bank
facilities will have one springing net leverage maintenance
covenant, to be tested if the RCF is utilised at 35% or more.

The senior secured first lien term loans and RCF are the only
financial debt instruments in the capital structure, hence they
are rated in line with the CFR.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on Avaloq's ratings assumes (1) no material
revenue or customer loss beyond the known contract attrition as
of the date of syndication, (2) Reported EBITDA of at least CHF
70 million per annum, translating into Moody's adjusted leverage
well below 5.5x (6.5x before the capitalisation of software
development costs), (3) free cash flow to debt of at least 5% as
well as good liquidity, and (4) no debt-funded acquisitions or
further shareholder distributions. Furthermore, the stable
outlook assumes that the Arizon joint venture will go live
without material further investments required.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could consider a positive rating action should Avaloq (1)
see its 2018-2019 EBITDA exceed the 2016 level, (2) sustainably
decrease Moody's adjusted gross debt to EBITDA to below 4.0x, and
(3) FCF to debt reached around 10% on a sustainable basis. Any
positive rating action would also incorporate a review of the
market dynamics in Switzerland.

Conversely, Avaloq's ratings could come under negative pressure
if the criteria for a stable outlook were not to be met, in
particular if FCF/debt declined towards 0% on a sustainable basis
or Avaloq's liquidity position deteriorated.

PRINCIPAL METHODOLOGY

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

Headquartered in Switzerland, Avaloq is a banking software and
services provider, which serves approximately 150 private banking
and asset management clients, primarily in Switzerland, German-
speaking countries and Asia. The group has over 2,000 employees
and, for the fiscal year ended December 2016 ('fiscal 2016')
reported revenues and EBITDA of CHF 533 million and CHF 82
million respectively. Avaloq is majority-owned by its founders
and management whilst funds ultimately controlled by financial
investor Warburg Pincus are in the process of acquiring a large
minority stake in the group.



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


BURGAN BANK: Moody's Withdraws Ba3 Long Term Deposit Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Burgan
Bank A.S. At the time of withdrawal, the following ratings were
outstanding -- long-term and short-term local and foreign-
currency deposit ratings of Ba3 Stable and Not Prime,
respectively. Moody's has also withdrawn the baseline credit
assessment (BCA) of b2, the adjusted BCA of ba3, and the long-
term and short-term counterparty risk assessments of Ba2(cr) and
Not Prime (cr), respectively. Burgan Bank A.S.'s outlook at the
time of withdrawal was Stable.

Moody's has withdrawn the ratings for its own business reasons.



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


TENTEL LTD: Enters Administration, TalkTalk Takes Over Contracts
----------------------------------------------------------------
ISPreview.co.uk reports that Tom MacLennan --
tom.macLennan@frpadvisory.com -- and Iain Fraser --
iain.fraser@frpadvisory.com -- partners with FRP Advisory, have
been appointed joint administrators of TenTel Limited.

According to ISPreview.co.uk, TenTel "had been unable to secure
the funding needed to take it to the next stage of development"
and TalkTalk (one of the ISP's suppliers) has "acquired all
customer contracts, and will be responsible for the on-going
supply of broadband and phone services."

The joint administrators will maintain the company's offices
until the end of June 2017 to ensure a smooth transition of
services and they've also started a 30-day consultation period
with all 54 staff, ISPreview.co.uk discloses.

On June 4, 2017, one of TenTel's advertising partners informed
ISPreview.co.uk that their account with the ISP had been closed
"due to the company going into administration".

The provider, which established itself in 2013 with an aspiration
of attracting 20,000 customers during their first year of trading
and 100,000 within 5 years, was a fairly new entrant to an
already crowded market, ISPreview.co.uk relays.  Suffice to say
that TenTel has struggled to achieve their aspirations,
ISPreview.co.uk notes.

Companies House reports that the ISP's Managing Director,
Robert McKechnie, was removed from his position on May 16, 2017,
ISPreview.co.uk recounts.


QUOTIENT LIMITED: Incurs $85 Million Net Loss for Fiscal 2017
-------------------------------------------------------------
Quotient Limited filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
of US$85.06 million on US$22.22 million of total revenue for the
year ended March 31, 2017, compared to a net loss of US$33.87
million on US$18.52 million of total revenue for the year ended
March 31, 2016.

As of March 31, 2017, Quotient Limited had US$109.97 million in
total assets, US$134.06 million in total liabilities and a total
shareholders' deficit of US$24.09 million.

Since the Company's commencement of operations in 2007, it has
incurred net losses and negative cash flows from operations.  As
of March 31, 2017, the Company had an accumulated deficit of
US$193.3 million.  The increase in the Company's use of cash
during the years ended March 31, 2017, and March 31, 2016, was
primarily attributable to its investment in the development of
MosaiQ and increased corporate costs, including costs related to
being a public company.

Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.

A full-text copy of the Form 10-K is available for free at:

                      https://is.gd/0SeWWS

                     About Quotient Limited

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


SEADRILL LIMITED: Q1 Revenue Down 15% to $569 Million
-----------------------------------------------------
Seadrill Limited announced its first quarter results for the
period ended March 31, 2017.

Highlights

   * Revenue of $569 million

   * Operating income of $83 million

   * EBITDA of $291 million

   * 98% economic utilization
   * Reported net income of $57 million and diluted net income
     per share of $0.13

   * Underlying net income, excluding non-recurring items and
     non-cash mark to market movements on derivatives, was $22
     million and earnings per share was $0.06

   * Cash and cash equivalents of $1.5 billion
   * Seadrill Limited order backlog of approximately $3.4 billion

Per Wullf, CEO and president of Seadrill Management Ltd., said:
"Tendering activity continues to increase, especially in the
North Sea, South-East Asia and Middle-East segments.  While
competition remains fierce for available work we are well
positioned with our scale, young modern fleet and highly skilled
workforce.  We remain committed to keeping our units working in
the short-term and have successfully re-contracted a number of
our available units.  Our priority continues to be to implement
our restructuring plan with the right structure and terms for our
stakeholders."

Revenues of $569 million for the first quarter (Q4 2016: $667
million) were down approximately 15% primarily due to:

   * The West Saturn becoming idle during the quarter;

   * The West Epsilon and West Vigilant having a full quarter of
     idle time;

   * Lower West Hercules termination fee recognition (terminated
     contract originally scheduled to conclude in January); and

   * West Epsilon termination fee received in the fourth quarter
     not repeated in the first quarter

These reductions to revenue were partially offset by the West
Castor operating for a full quarter and the West Phoenix
commencing operations during the quarter.

EBITDA was $63 million lower in the first quarter, as the revenue
reduction was partly offset by lower opex due to additional idle
units and lower general and administrative expenses due to the
continued benefits of cost control and saving initiatives
implemented during 2016.

Net operating income for the quarter was $83 million (Q4 2016:
$87 million), approximately in-line with the prior quarter.  The
EBITDA reduction was offset by no impairment charges taken during
the quarter (Q4 2016: charge of $44 million) and lower
depreciation.

Net financial and other items resulted in an expense of $31
million in the quarter (Q4 2016: income of $6 million).  The
increase in expense was due to lower results from associated
companies related to our share of Seadrill Partners net income
and foreign exchange gains not repeated in the first quarter.
This was partially offset by a gain on derivatives (loss in 4Q16)
and lower expense in other financial items (4Q 2016 expense
related to the recognition of the Archer guarantee liability that
did not recur).

Income taxes for the first quarter were a credit of $5 million,
(Q4 2016: expense of $10 million) reflecting an estimate of the
annual effective tax rate for the full year applied to the result
for this reporting period.

Net income for the quarter was $57 million resulting in basic and
diluted earnings per share of $0.13.

Balance sheet

As at March 31, 2017, total assets were $21.3 billion (Q4 2016:
$21.7 billion).

Total current assets were $2.6 billion (Q4 2016: $2.9 billion).
The main movements during the quarter were the settlement of the
West Mira arbitration, a reduction in accounts receivable related
to additional idle units and receipt of final installments of
termination payments for two units.

Cash and cash equivalents were $1.5 billion, an increase of $94
million.

Total non-current assets were $18.7 billion (Q4 2016: $18.8
billion).  Quarterly depreciation was partially offset by an
increase in the value of investments in associated companies,
primarily related to Seadrill Partners.
Total current liabilities were $4.7 billion (Q4 2016: $4.7
billion).  The main movement was the NOK1,800m Seadrill bond with
an outstanding value of $211m becoming current, offset by a
reduction in unrealized losses on derivatives, accrued interest,
deferred mobilization, and tax payable.

Total non-current liabilities were $6.5 billion (Q4 2016: $6.9
billion).  The main movement was the reclassification of long
term debt to short term debt.

Over the course of the quarter total net interest bearing debt
(including related party debt and net of cash and cash
equivalents) was $8.2 billion (Q4 2016: $8.5 billion), reflecting
normal quarterly installments.

Total equity was $10.1 billion as at March 31, 2017 (Q4 2016:
$10.1 billion), primarily reflecting net income for the quarter.

Cash flow

As at March 31, 2017, cash and cash equivalents were $1.5 billion
(Q4 2016: $1.4 billion).

Net cash provided by operating activities for the three month
period ended March 31, 2017, was $155 million (Q4 2016: $345
million). Net cash provided by investing activities was $181
million (Q4 2016: $75 million) driven mainly by the West Mira
settlement, and net cash used in financing activities was $244
million (Q4 2016: $313 million) due to debt repayments.

Cost Reduction

Headcount has been reduced from 6,995 at year end 2015 to 5,196
at the end of the first quarter. Of the 1,799 reduction, 1,380
have been offshore and 419 onshore.

Vessel and rig operating expenses decreased by $23 million during
the first quarter, primarily due to additional idle units, and
general and administrative expenses decreased from $69 million to
$61 million.  The Company continues to expect G&A, excluding
restructuring costs, to be in the range of $220 million for full
year 2017.

Newbuilding Program

During the first quarter a settlement agreement was reached with
Hyundai Samho Heavy Industries Co Ltd. in relation to the West
Mira arbitration.  A cash payment of $170 million was received in
March 2017 as full settlement of the dispute.  Arbitration
proceedings began in October 2015 following the cancellation of
the construction contract for the West Mira and were expected to
conclude during the first half of 2018.  This settlement
agreement brings an early conclusion to the arbitration process.
As part of this settlement, Northern Drilling (as agreed with
Seatankers), a related party, has purchased the West Mira from
HSHI.  Northern Drilling is an asset holding company and is not
expected to engage in offshore drilling activities.  The Company
expects to execute an agreement with Northern Drilling for the
commercial and technical management of the West Mira as well as a
right of first refusal for purchase of the Unit.

In April 2017, Sevan Drilling and Cosco deferred the negotiation
of the final delivery deferral agreement for the Sevan Developer
until May 31, 2017.  If an agreement cannot be reached, the
remaining installment of $26.3 million will be refunded.
The West Dorado and West Draco, currently under construction at
Samsung, are not yet completed and we are in discussions with
Samsung to defer the delivery dates prior to the units being
completed and ready for delivery.

The Company remains in constructive discussions with our
shipyards as part of its broader restructuring discussions
regarding reaching agreements to defer our remaining deliveries
further into the future.

Operations

During the first quarter economic utilization was 98% (Q4 2016:
99%).  The West Saturn completed its contract, while the West
Castor and West Phoenix returned to service.

Commercial Developments

During the first quarter:

   * The West Phoenix was awarded a one well contract with Nexen
     Petroleum.  The contract will run in direct continuation
     from its existing contract with Total and the total backlog
     is estimated to be $17 million.

   * The West Elara was awarded a one well extension plus one
     option well from Statoil.  The backlog for the firm well is
     estimated to be $10 million.

   * The West Mischief received a contract termination notice
     from NDC and is expected to end operations in August 2017 as
     opposed to the original contracted December 2017 date.  The
     total backlog impact is a $9 million decrease.

   * West Cressida was awarded a two month extension of its
     existing contract with PTTEP Thailand at the original
     contract day rate of $64,500 per day.

   * SeaMex, the Company's 50% owned JV, agreed a 29 month
     contract extension at the current contracted day rates for
     each of the five jack-up rigs contracted with Pemex in
     Mexico.  Simultaneously SeaMex agreed to provide Pemex with
     a discount to contracted rates for 22 months effective
     November 2016.  The net impact on contract backlog for
     SeaMex was an increase of $580 million.

   * The West Saturn was awarded a one well contract with Ophir
     Cote d'Ivoire in Cote d'Ivoire, which commenced in the
     second quarter of 2017.  Total contract backlog is expected
     to be approximately $5.5 million based on an estimated
     contract duration of 35 days.

Additionally, during the second quarter to date we have concluded
the following commercial agreements:

   * The West Freedom was awarded a one well contract with
     Ecopetrol in Columbia.  Commencement is expected in the
     third quarter of 2017.  Contract backlog is expected to be
     approximately $5 million.

   * In April, NADL, the Company's majority owned subsidiary,
     announced the contract awards and extension for the jack-ups
     West Elara and West Linus with ConocoPhillips, for work in
     the Greater Ekofisk Area.  The contracts are for a period of
     10 years and the total additional backlog for the new
     contract awards is estimated at $1.4 billion, excluding
     performance bonuses.  The contracts include market indexed
     dayrates and the estimated backlog is subject to change
     based on market conditions.

   * In April, Statoil exercised an option to extend the contract
     for the West Elara with one additional well at a rate of
     $135,000 per day.  The contract is now expected to extend
     until September 2017.

   * In May, Seadrill announced an agreement with Shelf Drilling
     to sell the West Triton, West Resolute and West Mischief for
     a total consideration of $225 million subject to customary
     closing conditions.  The West Triton and West Resolute were
     delivered to Shelf Drilling in May 2017.  The West Mischief
     is due for delivery to Shelf Drilling during the third
     quarter of 2017 after completion of its current drilling
     contract with NDC in Abu Dhabi.

   * The West Cressida was awarded a binding letter of award for
     a 90 day contract with PCPPOC in Malaysia.  Commencement is
     expected in June 2017. Contract backlog is expected to be
     approximately $5 million.

Seadrill's order backlog as at May 24, 2017, is $3.4 billion,
comprised of $1.4 billion for the floater fleet and $2.0 billion
for the Jack-up fleet.  The average contract duration is 13
months for floaters and 30 months for Jack-ups.

For the Seadrill Group, the total order backlog is $7.1 billion.

Market Development

The offshore drilling market remains challenging and the Company
expects this dynamic to continue in the short to medium term.
The majority of customers remain focused on conserving cash and
are still reluctant to commit to significant new capital projects
offshore until an increased consistency and upward trend in oil
prices is demonstrated.  The significant rig supply overhang
remains and a faster return to a balanced market will require
drilling contractors to be more disciplined in retiring older
units.

Tendering activity has continued at increased levels, albeit from
a low base, over the past few months, especially in the North Sea
floater and South-East Asia and Middle-East jack-up segments.
Market behavior points increasingly to the market having reached
its bottom.  An increasing number of recent tenders released by
oil companies seek to contract at current bottom of cycle
dayrates for increased durations and / or with multiple fixed
price options periods.

The Company remains committed to keeping its units working in the
short-term and have successfully re-contracted a number of its
units.  The Company still believes in the long term fundamentals
of the offshore drilling industry, driven by years of under-
investment in new fields and the competitiveness of offshore
resources on a full cycle basis.

The Company's enduring focus on its customers, safe and efficient
operations and a disciplined approach to contracting, will ensure
that Seadrill is well placed to capitalize when the market
recovers.

Restructuring Update

In April, the Company reached an agreement with its bank group to
extend the comprehensive restructuring plan negotiating period
until 31 July 2017, reflecting significant progress on the terms
of such restructuring made with the bank group.

The Company is now in advanced discussions with certain third
party and related party investors and its secured lenders on the
terms of a comprehensive recapitalization.  The Company is in
receipt of a proposal from the third party and related party
investors which remains subject to further negotiation, final due
diligence and documentation.

The Company is also in discussions with certain bondholders who
have recently become restricted again.

While discussions with its secured lenders and certain investors
have advanced significantly, a number of important terms continue
to be negotiated and no assurance can be given that an agreement
will be reached.  As previously disclosed, the Company continues
to believe that implementation of a comprehensive restructuring
plan will likely involve schemes of arrangement or chapter 11
proceedings, and it is preparing accordingly.

It is likely that the comprehensive restructuring plan will
require a substantial impairment or conversion of our bonds, as
well as impairment and losses for other stakeholders, including
shipyards.  As a result, the Company currently expects that
shareholders are likely to receive minimal recovery for their
existing shares.

The Company's business operations remain unaffected by these
restructuring efforts and the Company expects to continue to meet
its ongoing customer and business counterparty obligations.

Archer

In April the Company, as part of its restructuring plans, signed
and closed an agreement with Archer and its lenders to extinguish
approximately $253 million in financial guarantees provided by
Seadrill in exchange for a cash payment of approximately $25
million.  The Company remains in constructive discussions with
Archer and its lenders to extinguish the remaining $25 million of
financial guarantees in exchange for a cash payment representing
10% of their face value.

As part of Archer's restructuring plans the Company has also
agreed to convert $146 million in subordinated loans provided to
Archer into a $45 million subordinated convertible loan.  The
subordinated convertible loan will bear interest of 5.5%, matures
in December 2021 and has a conversion right into equity of Archer
Limited in 2021 based on a strike price of US$2.083 per share
(subject to appropriate adjustment mechanics), which is
approximately 75% above the subscription price in Archer's
private placement on Feb. 28, 2017.

NYSE Listing Requirements

On May 4, 2017, the Company was notified by the New York Stock
Exchange that it is no longer compliant with continued listing
standards because the average closing price of its common shares
over a period of 30 consecutive trading days had fallen below
$1.00 per share, which is the minimum average closing price per
share required to maintain listing on the NYSE.

Under the NYSE rules, during the six-month period from the date
of the NYSE notice, the Company can regain compliance if the
price per share of the Company's common shares on the last
trading day of any calendar month within such period and the 30
trading day average price per common share for that month is at
least $1.00. During this period, subject to the Company's
compliance with other NYSE continued listing requirements, the
Company's common shares will continue to be traded on the NYSE
under the symbol "SDRL" but will have an added designation of
".BC" to indicate the status of the common shares as below
compliance.

The Company has notified the NYSE that it believes it could
regain compliance through the completion of a comprehensive
restructuring plan arising from the Company's previously
disclosed ongoing negotiations with its banks, potential new
money investors, an ad hoc committee of bondholders, and other
constituents in the event that such restructuring is completed
prior to the expiration of the six-month grace period from the
date of the NYSE notice.  There can be no assurances that the
Company will regain such compliance, the restructuring will be
completed within such grace period or that the common shares will
not be subject to delisting during the grace period if the
Company enters into Chapter 11 proceedings or for other reasons.

The NYSE notification does not affect the Company's business
operations or its Securities and Exchange Commission reporting
requirements and does not conflict with or cause an event of
default under any of the Company's material debt agreements.

Guidance

Second Quarter 2017

With a number of its units coming off contract and the impact of
lower day rates, EBITDA will be lower for the second quarter, at
around $240 million.  This is based on second quarter expected
operating income of $40 million.

The following units have already or are expected to become idle
during the second quarter of 2017:

   * Sevan Louisiana

   * West Tucana

   * West Cressida

The following units will have lower dayrates compared to the
first quarter of 2017:

   * West Elara

   * West Hercules (final termination payment received in the
     first quarter).

These reductions are expected to be partially offset by a full
quarter of operations for the West Phoenix, the West Saturn
commencing a one well contract and the West Freedom returning to
normal operating rate for a full quarter.

Operationally, performance in the second quarter of 2017 is
strong with 99% utilization quarter to date.

A full-text copy of the press release is available for free at:

                       https://is.gd/GRHC1U

                         About Seadrill

Seadrill Limited is a deepwater drilling contractor, which
provides drilling services to the oil and gas industry.  It is
incorporated in Bermuda and managed from London.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of
total operating revenues for the year ended in 2015.

Seadrill had US$21.66 billion in assets and US$11.60 billion in
liabilities as of Dec. 31, 2016.

                          *     *     *

The Company in its annual report on Form 20-F filed with the U.S.
Securities and Exchange Commission April 24, 2017, noted that it
has cross default clauses in existing financing agreements which
cause near term liquidity constraints in the event Seadrill
Limited is unable to implement a restructuring plan by July 31,
2017.  The existence of the cross default clauses and uncertainty
of the restructuring raise substantial doubt about the Company's
ability to continue as a going concern.

There are cross default clauses with Seadrill in three Seadrill
Partners facilities.  In order to address this risk of default,
Seadrill Partners has to the lenders:

   * Removal of Seadrill as a guarantor under each of the three
     facilities and separation of the facilities such that each
     facility is secured only by Seadrill Partners' assets
     without recourse to Seadrill or its assets; and

   * Extending the maturity of each of the three facilities by
     2.5 years.

The Company is targeting execution of these amendments on a
consensual basis.  In the event a consensual agreement cannot be
reached, the Company said it is preparing various contingency
plans that may be needed to preserve value and continue
operations including seeking waivers of cross default with
Seadrill and potential schemes of arrangement and Chapter 11
proceedings.


* UK: Number of Businesses in Serious Financial Distress Drops
--------------------------------------------------------------
A total of 79,000 UK businesses (4%) say they would be unable to
repay their debts if interests were to rise by a small amount ?-
almost four times the 20,000 businesses in this situation in
September 2016 -- according to new research by insolvency and
restructuring trade body R3.

The research, part of a long-running survey of business distress
by R3 and BDRC Continental, also found that 96,000 firms (5%)
were just paying interest on their debts.

Andrew Tate, spokesperson for R3, says: "This is the first
increase in the number of businesses worried they would be unable
to cope with an interest rate rise since 2014, and it coincides
with a period of slower than expected growth and a small rise in
corporate insolvency numbers.

"UK firms have faced a challenging 2016 and early 2017: the sharp
fall in the pound has made things difficult for importers, while
a rising National Living Wage and the roll-out of pensions auto-
enrolment have added to businesses' running costs."
Mr. Tate adds: "Only paying the interest on debts is not
necessarily a sign that a business is in distress: it may be that
a company is taking advantage of low rates to invest in its
operations or assets. But only repaying the interest is also a
common characteristic of a 'zombie business' -- a business only
able to keep going because of an ultra-low cost of borrowing and
with little chance of survival.

"The research shows that there are tens of thousands of firms
currently walking a very tight line.  Rising inflation may also
lead to a double-whammy for struggling businesses: it may
increase the chance of the Bank of England raising interest
rates, and it would undermine the consumer spending that has
driven the economy over the last year."

The research also found that -- despite a rising number of firms
unable to afford a future interest rate rise -- the number of UK
businesses already showing signs of serious financial distress
continues to fall.

Just 25,000 businesses (1%) say they are struggling to repay
their debts when they fall due, which is down from a high of
134,000 (8%) in May 2013.  Similarly, the number of businesses
which say they have recently had to renegotiate payment terms
with their creditors has fallen from 166,000 (10%) in November
2013 to 56,000 (3%).

Mr. Tate says: "A growing economy means fewer businesses are
likely to show signs of serious distress.  The last time we saw
high numbers of businesses struggling to repay debts or talking
to their creditors was in the wake of the UK's flirtation with a
double-dip recession in 2012-13.

"While it's positive that signs of acute distress continue to
fall, it's no reason to be complacent.  The latest GDP growth
figures were lower than expected, while a healthy business's
finances can deteriorate rapidly depending on external factors,
such as the cost of inputs or the failure of key customers or
suppliers.  And as the other statistics in the research show,
some firms are starting to find their room for manoeuvre
increasingly limited."

Other signs of distress remain low R3 also tracks other
indicators of 'everyday' financial problems or signs of growth at
UK businesses.

Other recent signs of distress measured by R3 include: regularly
using maximum overdraft (8%); decreased sales volumes (7% of
businesses); decreased profits (7%); fallen market share (6%);
and having to make redundancies (2%).

20% of UK businesses are showing at least one of these signs of
distress, slightly above the record low of 17% in December 2015.
Signs of business growth measured by R3 include: increased
profits (33% of businesses); increased sales volumes (33%);
investing in new equipment (33%); the business expanding (24%);
and growing market share (23%).

64% of UK businesses are showing at least one of these signs of
growth, slightly below the record high of 69% reached in December
2015 and June 2016.

Mr. Tate adds: "General levels of business distress remain low
and levels of business growth are still high, although growth has
faltered slightly since a run of record or near-record highs from
2013 to 2015.  Still, like the overall economy, the vast majority
of firms have fared reasonably well over the last year. Any
uncertainty over the consequences of Brexit hasn't filtered
through too much ? yet."

                            *********

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

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

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


                            *********


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

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

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

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

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Joseph Cardillo at
856-381-8268.


                 * * * End of Transmission * * *