TCREUR_Public/170616.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Friday, June 16, 2017, Vol. 18, No. 119


                            Headlines


A N D O R R A

CREDIT ANDORRA: Fitch Affirms B+ Preference Shares Rating


C R O A T I A

AGROKOR DD: Close to 10,000 Creditor Claims Filed


F R A N C E

CGG SA: Files for Bankruptcy With $2-Billion Debt-To-Equity Deal
CGG SA: Chapter 11 Debtors' Case Summary & Top Unsec. Creditors
CGG SA: Chapter 15 Case Summary
CGG SA: Sauvegarde Proceedings Opened in France
CGG SA: Subsidiaries Commence Chapter 11 Cases in New York

CGG SA: Key Constituencies Sign Lock-Up Agreement
CGG SA: Willkie Farr Advises Committee of High Yield Bond Holders


I R E L A N D

CARLYLE EURO 2017-2: S&P Assigns Prelim. B- Rating to Cl. E Notes
WINDERMERE X: Moody's Lowers Rating on Class X Notes to C(sf)


I T A L Y

ISLAND REFINANCING: Fitch Affirms BB Rating on Class B Notes
NUOVO TRASPORTO: Moody's Assigns B1 CFR, Outlook Positive


K A Z A K H S T A N

KAZAKHSTAN: Losing Time to Fix Banking System, Akishev Says


L U X E M B O U R G

ENDO LUXEMBOURG: Opana ER Withdrawal Credit Neg., Moody's Says


N E T H E R L A N D S

CHAPEL BV 2003-I: S&P Raises Rating on Class B Notes to Bsf


N O R W A Y

LYNGEN MIDCO: Moody's Puts B1 CFR on Review for Upgrade


R U S S I A

EUROCHEM FINANCE: Fitch Rates Upcoming Guaranteed Notes 'BB(EXP)'
ROSGOSSTRAKH PJSC: S&P Lowers Counterparty Credit Rating to 'B'


S P A I N

FCC AQUALIA: Fitch Assigns BB+ Long-Term IDR, Outlook Stable
RURAL HIPOTECARIO VIII: Fitch Affirms CC Rating on Class E Notes
VIESGO GENERACION: S&P Affirms 'B+' Rating, Outlook Stable


S W E D E N

INTRUM JUSTITIA: Moody's Assigns (P)Ba2 CFR, Outlook Positive
STENA AB: S&P Lowers CCR to 'B+' on Flagging Drilling Segment


U N I T E D   K I N G D O M

ITHACA ENERGY: Moody's Affirms B3 CFR & Alters Outlook to Pos.
NEW LOOK: Fitch Puts 'B-' IDR on Rating Watch Negative
OCADO GROUP: Moody's Assigns Ba3 CFR, Outlook Stable
THRONES 2015-1: Fitch Affirms BB- Rating on Class E Notes
* Moody's: UK Buy-to-Let RMBS 90+ Days Delinquencies Stable


X X X X X X X X

* EUROPE: Regulators Must Consider Social Impact of Bank Wind-Ups
* BOOK REVIEW: Oil Business in Latin America: The Early Years


                            *********



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A N D O R R A
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CREDIT ANDORRA: Fitch Affirms B+ Preference Shares Rating
---------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Credit Andorra at 'BBB', Andorra Banc Agricol Reig
(Andbank) at 'BBB' and Mora Banc Grup, SA (MoraBanc) at 'BBB-'.
The Outlooks are Stable.

KEY RATING DRIVERS

IDRs AND VIABILITY RATINGS (VRs)

The banks' ratings reflect their domestic operating environment
and business models focused on providing international private
banking/wealth management services and domestic retail-banking
activities. The ratings also factor in the banks' resilient
earnings generation capacity, adequate capitalisation despite
forthcoming impacts from regulatory developments and relatively
weak asset quality compared with international peers.

The domestic operating environment is characterised by moderate
economic stability and a strengthening regulatory framework
expected to converge with EU standards by end-2017 following the
implementation of the International Financial Reporting Standards
(IFRS) and the Basel III regulation.

The development of the financial markets in Andorra is limited,
with among other things, the lack of a lender of last resort.
Central bank access can therefore only be achieved through the
banks' international subsidiaries, which Fitch views as less
reliable and a shortcoming compared with international peers. This
constrains the banks' funding and liquidity profiles and is
reflected in the banks having the lower of two possible Short-Term
IDRs for banks with a Long-Term IDR of 'BBB'.

Asset quality metrics are relatively weak compared with
international peers. Problem asset ratios (which include non-
performing loans and foreclosed assets) stood between 7.5% and
10.0% at end-2016 and have remained broadly stable in recent years
despite continued loan book deleveraging. Coverage levels are
generally adequate. Credit risk from the banks' interbank
exposures and debt securities is low as these involve sound bank
counterparties and highly-rated sovereigns.

Credit Andorra's ratings take into account its larger exposure to
the domestic economy than peers, which translates into a leading
domestic retail banking franchise, and balanced approach towards
international expansion. However, they also factor in its higher
risk concentration and higher capital encumbrance from unreserved
problem assets than peers.

Andbank's ratings consider its greater geographical
diversification, resilient recurrent earnings generation capacity,
and adequate capitalisation. However, the ratings also reflect
increased earnings pressure due to higher costs from the bank's
international expansion in recent years, and the strain the latter
could place on the risk control framework.

MoraBanc's ratings reflect its sound capital ratios but relatively
small equity base in absolute terms, resilient earnings generation
capacity, and the reduction of balance sheet risks from
alternative and equity investments. The ratings also factor in its
smaller assets under management (AuM) base, lower geographical
diversification than peers, and the execution risk of its revised
strategic vision.

SUPPORT RATING AND SUPPORT RATING FLOOR

The banks' Support Ratings (SRs) of '5' and Support Rating Floors
(SRFs) of 'No Floor' reflect Fitch's view of a low probability of
Andorran banks receiving extraordinary support from the sovereign
if needed. This reflects the current Andorran legislative
framework for resolving banks, which is in line with the EU's Bank
Recovery and Resolution Directive.

CREDIT ANDORRA'S PREFERENCE SHARES

Credit Andorra's preference shares are rated five notches below
the bank's VR to reflect the expected higher-than-average loss
severities of the instrument compared to senior unsecured
creditors (two notches) and the higher-than-average risk of non-
performance given the discretionary coupon payment characteristics
of the instrument (three notches).

RATING SENSITIVITIES

IDRs and VRs

Upside rating potential for the three banks' IDRs and VRs is
currently limited and contingent on a change in Fitch's assessment
of the Andorran operating environment in the medium term, together
with improvements in the banks' asset quality. A weakening of
asset quality indicators or capitalisation levels, potentially
arising from the implementation of IFRS 9 or Basel III, would put
negative pressure on the ratings. Although not currently expected,
material AuM outflows, which could indicate a weakening of the
banks' franchises, would be rating-negative.

Credit Andorra's ratings are also sensitive to its ability to
reduce its problematic asset exposures while at the same time
increasing its capitalisation levels, which together would reduce
capital encumbrance from unreserved problem assets. A failure to
achieve any of this would result in negative rating pressure.

Andbank's ratings are also sensitive to the execution of its
growth strategy and the pressure this could have on its margins
and earnings generation capacity.

MoraBanc's ratings also remain sensitive to the successful
diversification and growth of its international franchise and the
execution of its risk reduction plan.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SRs and upward revision of the SRFs of these
banks would be contingent on a positive change in the sovereign's
propensity to support its banks. While not impossible, this is
highly unlikely in Fitch's view.

CREDIT ANDORRA'S PREFERENCE SHARES

Credit Andorra's preference shares' ratings are broadly sensitive
to the same considerations that might affect its VR.

The rating actions are:

Credit Andorra:
Long-Term IDR: affirmed at 'BBB', Outlook Stable
Short-Term IDR: affirmed at 'F3'
VR: affirmed at 'bbb'
Preference shares: affirmed at 'B+'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'

Andbank:
Long-Term IDR: affirmed at 'BBB', Outlook Stable
Short-Term IDR: affirmed at 'F3'
VR: affirmed at 'bbb'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'No Floor'

MoraBanc:
Long-Term IDR: affirmed at 'BBB-', Outlook Stable
Short-Term IDR: affirmed at 'F3'
VR: affirmed at 'bbb-'
Support Rating affirmed at '5'
Support Rating Floor affirmed at 'No Floor'



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


AGROKOR DD: Close to 10,000 Creditor Claims Filed
-------------------------------------------------
SeeNews reports that Agrokor D.D. said on June 14 it has received
a total of 9,864 claims under its call to creditors to register
their claims with the extraordinary trustee of the company.

In early April 2017, Agrokor called on all of its creditors to
register by June 9 their claims in line of the law on
extraordinary administration, SeeNews relays, citing a company
statement on its website.

"Thus far, we received 8,038 packages of which many include
several claims registrations.  The process included a great number
of creditors who registered their claims in accordance with
defined procedures and forms and many of them did so after
harmonizing individual claims with Agrokor's companies included in
the extraordinary administration process", SeeNews quotes Agrokor
executive director, Marta Bogdanic, as saying.

Mr. Bogdanic added that the number of claims may increase over the
next few days, as claims sent by courier services and mail arrive,
SeeNews notes.

The deadline for the processing of claims is 60 days,
SeeNews states.

Additional claims for Agrokor's associated and dependent companies
are expected to arrive subsequently under an April 21 decision of
the Zagreb commercial court, according to SeeNews.

The deadline for these claims is June 20, SeeNews says.

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 June 7, 2017,
that Moody's Investors Service downgraded Croatian retailer and
food manufacturer Agrokor D.D.'s corporate family rating (CFR) to
Ca from Caa2 and the probability of default rating (PDR) to D-PD
from Ca-PD. The outlook on the company's ratings remains
negative.  Moody's also downgraded the senior unsecured rating
assigned to the notes issued by Agrokor due in 2019 and 2020 to C
from Caa2.  The rating actions reflect Agrokor's decision not to
pay the coupon scheduled on May 1, 2017 on its EUR300 million
notes due May 2019 at the end of the 30 day grace period. It also
factors in Moody's understanding that the company is not paying
interest on any of the debt in place prior to Agrokor's decision
in April 2017 to file for restructuring under Croatia's law for
the Extraordinary Administration for Companies with Systemic
Importance.

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. "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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F R A N C E
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CGG SA: Files for Bankruptcy With $2-Billion Debt-To-Equity Deal
----------------------------------------------------------------
Oil-services company CGG Group filed for bankruptcy protection in
the U.S. and France after reaching a restructuring deal with
lenders and bondholders that will swap nearly $2 billion in debt
for most of the equity in reorganized CGC.

CGG announced that following execution of legally binding
agreements in support of the terms of the agreement-in-principle
with key financial creditors announced on June 2, 2017, it has
begun legal processes to implement a comprehensive pre-arranged
restructuring, with the opening of a Sauvegarde proceeding in
France and Chapter 11 and Chapter 15 filings in the U.S.

CGG will now seek an agreement with the required majorities of
creditors.  Subject to their support and the plan's approval by
the shareholders' general meeting, this agreement will become
binding on all creditors following court approval.

Jean-Georges Malcor, CEO of CGG, said June 14, 2017, "CGG has
accomplished a major step today for its comprehensive financial
restructuring plan.  The June 2, 2017 agreement-in-principle with
our main creditors and DNCA has been signed and the restructuring
plan meets our objectives of substantially reducing the debt on
our balance sheet while preserving the integrity of the CGG Group.

"CGG will continue normal business operations during this process,
and the restructuring transactions will not affect relationships
with our clients, business partners, vendors or employees. We will
maintain our commitment to operational excellence and our
customers can be confident that they will continue to receive the
best-in-class service and support and innovative solutions they
are accustomed to without interruption.   We expect that our
financial restructuring can move forward quickly to strengthen our
balance sheet and to position the company well for the future."

                  Prepetition Capital Structure

As of June 14, 2017, CGG Group has approximately US$$2.868 billion
in total funded indebtedness, comprised of: (i) US$810 million in
secured debt; (ii) US$$1.997 billion in senior unsecured and
convertible notes; and (iii) US$61 million of capital lease and
other obligations.

The Group's secured debt is comprised of a French revolver
(US$304.1 million outstanding), a U.S. revolver (US$162.8 million)
and a U.S. term loan (US$342.6 million).  Wilmington Trust
(London) Limited acts as the successor agent to Natixis and Credit
Suisse AG, Cayman Islands Branch, acts as the security agent and
the collateral agent under the French Revolver.  Credit Suisse AG
serves as both the administrative agent and collateral agent under
the U.S. Revolver.  Wilmington Trust, National Association (as
successor to Jefferies Finance LLC) is the administrative agent
and Credit Suisse AG is the collateral agent for the U.S. Term
Loan.

The Group's unsecured funded debt are comprised of:

  1. High Yield Bonds, which include: (i) EUR400.0 million in
original principal amount of 5.875% guaranteed senior notes due
2020, issued on April 23, 2014, of which approximately US$464.3
million remains outstanding as of the Petition Date; (ii) $650
million in original principal amount of 6.5% guaranteed senior
notes due 2021, issued on May 31, 2011, and increased on January
20, 2017 and March 13, 2017, of which approximately US$698.7
million remains outstanding as of the Petition Date; and (iii)
$500 million in original principal amount of 6.875% senior notes
due 2022, issued on May 1, 2014, of which approximately US$431.7
million remains outstanding as of the Petition Date.  The Bank
of New York Mellon is the indenture trustee for all of the High
Yield Bond issuances.

   2. Convertible Bonds.  CGG S.A. had US$$402.7 million of
convertible bonds in the aggregate outstanding amount, including
accrued interest, as of the Petition Date.  The Convertible Bonds
consist of (i) EUR30.9 million in original principal amount of
1.25% convertible bonds due 2019, of which approximately US$35.0
million, inclusive of accrued interest, was outstanding as of the
Petition Date, and (ii) EUR325 million in original principal
amount of 1.75% convertible bonds due 2020, of which US$367.8
million, inclusive of accrued interest, was outstanding as of the
Petition Date.

CGG S.A.'s significant shareholders are French entities, which
include: (i) Bpifrance Participations, which holds 9.3% of CGG
S.A.'s outstanding shares; (ii) AMS Energie, which holds 8.3% of
CGG S.A.'s outstanding shares; (iii) DNCA Finance, which holds
7.9% of the company's outstanding shares; and (iv) IFP Energies
Nouvelles, which holds 1.3% of CGG S.A.'s outstanding shares.

                 $1.95 Billion Restructuring

In conjunction with the legal proceedings in the U.S. and France,
CGG and certain of its financial creditors entered into a lock-up
agreement on June 13, 2017, pursuant to which the relevant parties
committed to support and to take all steps and actions reasonably
necessary to implement and consummate the restructuring plan.

The terms of the lock-up agreement include a requirement for
creditors to vote in favor of the Sauvegarde and Chapter 11 plans
(subject to receiving appropriate disclosure materials), to
provide various waivers, to enter into the required documentation
to effect the restructuring and not to sell their debt holdings
unless the transferee enters into the lock-up agreement or is
already a signatory (and is therefore bound by such terms).

The lock-up agreement has been signed by (i) an ad hoc committee
of secured lenders, who hold collectively approximately 53.8% of
the aggregate principal amount of the group's secured debt, (ii)
an ad hoc committee of senior noteholders, who collectively hold
approximately 52.4% of the aggregate principal amount of the
Company's senior notes, and (iii) DNCA, which holds 5.5% of the
aggregate principal amount of the Company's senior notes and
approximately 20.7% of the aggregate principal amount of its
convertible bonds.

In addition, CGG S.A. entered into a restructuring support
agreement with DNCA (in its capacity as shareholder) in connection
with its holding of 7.9% of the Company's share capital, pursuant
to which DNCA commits to take all steps and actions reasonably
necessary as a shareholder to implement the restructuring,
including voting in favor of the relevant shareholder resolutions
and not selling its shares in CGG during the reorganization
process.

Under the terms of the proposed restructuring agreements, upon
emergence, approximately $1.95 billion in debt will be eliminated
from CGG's balance sheet through full equitization of the
principal amount of unsecured debt and the maturity of $0.8
billion of existing secured debt will be extended.

Significantly, as announced on June 2, 2017, the restructuring
plan calls for:

  * Secured Debt. Amendment and extension of the Secured Debt in
the form of a new secured bond to be issued by CGG Holding with a
five-year maturity, after a paydown at closing of up to $150
million from the proceeds of the New Money.

  * High Yield Bonds/Convertible Bonds.  Full equitization of the
principal amount of the High Yield Bonds and Convertible Bonds
into common stock of CGG S.A. at the exchange rates and on the
other terms specified in the Term Sheet.  In addition, holders of
High Yield Bonds will receive new Second Lien Notes to be issued
by CGG S.A. on account of their accrued and unpaid interest (in a
maximum amount of $86 million) and holders of the Convertible
Bonds will receive cash on account of their accrued and unpaid
interest (in an amount of $5 million).  Finally, the holders of
High Yield Bonds will have the right to (i) participate in the
Debt Raise, and (ii) backstop the Equity Raise if the full amount
of the Equity Raise is not subscribed for by DNCA and CGG S.A.'s
other existing shareholders, by way of offset of a portion of
their existing High Yield Bonds.

   * Existing Shareholders of CGG S.A.  Current equity holdings
will be diluted by the bond equitizations to approximately 4.5% of
CGG S.A.'s equity (subject to change based on levels of
participation in the various New Money raises and exercise of
certain warrants to be issued as part of the restructuring).  In
addition, current equity holders will receive (i) new four-year
warrants with an exercise price of $3.50 with four warrants
giving the right to subscribe three shares and (ii) the right to
participate in the Equity Raise.

   * New Money. Up to $500 million in new debt and equity to be
raised at closing through (i) an equity rights offering of $125
million of new common shares (the "Equity Raise") and (ii) the
issuance of $375 million of new second lien notes (the "Debt
Raise") on the terms set forth in a private placement agreement.

Together, these significant transactions will enable CGG to
implement the final phase of management's strategic business
transformation plan.

The key terms of the restructuring plan are in line with those
announced on June 2, 2017 with the following changes or precisions
(other than minor or technical issues):

   * the $125 million right issue with warrants will be
backstopped by DNCA up to USD80 million (instead of $70 million
under the 2 June agreement in principle);

   * the US$375 million issue of new second lien senior notes with
penny warrants will comprise a Euro tranche of up to US$100
million;

   * the penny warrants will allow to subscribe new shares at a
price of EUR0.01 per new share;

   * the penny warrants granted to the ad hoc committee of senior
noteholders as global coordination fee will allow to subscribe for
a maximum of 1% of the share capital (instead of a fixed 1% of the
share capital under the 2 June agreement in principle);

   * governance: the structure and composition of the Company's
board after completion of the financial restructuring will (i) be
determined in consultation with DNCA and the members of the ad hoc
committee of senior note holders who will have become and remain
shareholders of the Company and (ii) comply with the AFEP-MEDEF
Code and be implemented as soon as practicable, but in any case no
longer than three months after completion of the restructuring;

   * with respect to the bonds allocated to the secured lenders,
any prepayment premium due following an acceleration will be
capped at 10%.

   * the exchange rate used for the equitization of the
convertible bonds and the high yield bonds as well as for the
rights issue and the warrants 1 allocation is the Reuters/USD
exchange rate applicable as at midday (CET) on June 14 (1 EUR =
1.1206 USD).

The implementation of the restructuring plan is subject to various
customary conditions including obtaining the required level of
support from creditors in the French Sauvegarde, as well as in the
U.S. Chapter 11 cases and the approval of the necessary
resolutions by the shareholders' meeting of the Company.  The two
shareholders holding more than 5% of the Company's share capital
other than DNCA, namely Bpifrance Participations and AMS Energie
did not participate in the most recent restructuring plan
negotiations.

                            Timeline

The various agreements signed June 13, 2017 contemplate
implementation of the restructuring plan through a series of
steps, the targeted implementation dates of which are:

   * Commitment period for the private placement of second lien
     high yield bond to be initiated in July;

   * Creditors committee votes on draft Sauvegarde plan
     tentatively by end of July;

   * Company shareholders' meeting by end of October;

   * U.S. Bankruptcy Court confirmation of the chapter 11 plan
     and French court sanction of the Sauvegarde plan in
     November; and

   * Assuming the applicable conditions are satisfied or waived,
     restructuring plan is expected to be implemented by the end
     of February 2018.

                   Operations Continue as Usual

CGG fully expects that normal day-to-day operations will continue
during the French Sauvegarde and the U.S. chapter 11 and chapter
15 processes.  The Company intends to make timely payment to
vendors in the normal course for all goods and services provided
after June 14.  The U.S. debtors will promptly seek court approval
to continue all employee compensation, health and welfare benefits
and expects that the Court will approve its request to do so.

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG
focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves.  The company also
makes geophysical equipment under the Sercel brand name.

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary
Shares. NYSE: CGG).

After a deal was reached key constituencies on a restructuring
that will eliminate $1.95 billion in debt, on June 14, 2017 (i)
CGG SA, the group parent company, opened a "sauvegarde"
proceeding, the French equivalent of a chapter 11 bankruptcy
filing, (ii) 14 subsidiaries of CGG S.A. have filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii)
CGG S.A filed a petition under chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York,
seeking recognition in the U.S. of the Sauvegarde as a foreign
main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of
Alberta, Judicial District of Calgary in Calgary, Alberta, Canada,
to seek recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley,
and its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Chapter 11 Debtors' Case Summary & Top Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: CGG Holding (U.S.) Inc.
             10300 Town Park Drive
             Houston, TX 77072

Type of Business: CGG Holding, et al., are subsidiaries of
                  France-based CGG S.A., a geophysical and
                  geoscience services company serving customers
                  principally in the oil and gas exploration and
                  production industry.  CGG Holding is the top
                  Group entity organized in the United States,
                  and is the direct or indirect parent of all of
                  the U.S.- incorporated debtors.  Debtor CGG
                  Holding BV (HBV) is a holding company organized
                  under Dutch law.  HBV is the direct parent of
                  Debtor CGG Holding, among many other non-debtor
                  affiliates, and is a direct subsidiary of CGG
                  S.A.

Chapter 11 Petition Date: June 14, 2017

Subsidiaries of CGG S.A. that filed Chapter 11 bankruptcy
petitions:

     Debtor                                        Case No.
     ------                                        --------
     CGG Holding (U.S.) Inc.                       17-11637
     CGG Canada Services Ltd.                      17-11638
     Sercel Canada Ltd.                            17-11639
     Alitheia Resources Inc.                       17-11640
     CGG Holding B.V.                              17-11641
     CGG Holding I (UK) Limited                    17-11642
     CGG Holding II (UK) Limited                   17-11643
     CGG Land (U.S.) Inc.                          17-11644
     CGG Marine B.V.                               17-11645
     CGG Marine Resources Norge AS                 17-11646
     CGG Services (U.S.) Inc.                      17-11647
     Sercel, Inc.                                  17-11648
     Sercel-GRC Corp.                              17-11649
     Viking Maritime Inc.                          17-11650

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Martin Glenn

Debtors' Counsel: Alan W. Kornberg, Esq.
                  Brian S. Hermann, Esq.
                  Lauren Shumejda, Esq.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                  1285 Avenue of the Americas
                  New York, New York 10019
                  Tel: 212-373-3000
                  Fax: 212-757-3990
                  E-mail: akornberg@paulweiss.com
                          bhermann@paulweiss.com
                          lshumejda@paulweiss.com

Debtors'
Financial
Advisor:          LAZARD

Debtors'
Financial
Advisor:          MORGAN STANLEY

Debtors'
Restructuring
Advisor:          Becky A. Roof
                  ALIXPARTNERS
                  909 Third Avenue
                  New York, NY   10022
                  https://www.alixpartners.com/en
                  Tel: 212-490-2500
                  Fax: 212-490-1344

Debtors'
Claims &
Noticing
Agent:            PRIME CLERK LLC
                  Website: https://cases.primeclerk.com/cgg/

CGG Holding's
Estimated Assets: $1 billion to $10 billion

CGG Holding's
Estimated Liabilities: $1 billion to $10 billion

The petitions were signed by Vincent Thielen, director, CGG
Holding (US) Inc.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim  Claim Amount
   ------                          ---------------  ------------
Bank of New York Mellon -           6.5% Senior     $698,780,000
2021 Notes                         Unsecured Notes
101 Barclay Street, 7E            Due 2021 issued
New York, NY 10286                 by CGG S.A. as
United States                      borrower and
Lesley Daley                       guaranteed by
Tel: (888) 204-3933                 each of the
Email: lesley.daley@bnymellon.com     Debtors

Bank of New York Mellon -          5.875% Senior    $464,295,000
2020 Notes                         Unsecured Notes
101 Barclay Street, 7E             due 2020 issued
New York, NY 10286                 by CGG S.A. as
United States                      borrower and
Lesley Daley                       guaranteed by
Tel: (888) 204-3933                 each of the
Email: lesley.daley@bnymellon.com     Debtors

Bank of New York Mellon -          6.875% Senior    $431,657,000
2022 Notes                         Unsecured Notes
101 Barclay Street, 7E             Due 2022 issued
New York, NY 10286                 by CGG S.A. as
United States                      borrower and
Lesley Daley                       guaranteed by
Tel: (888) 204-3933                  each of the
Email: lesley.daley@bnymellon.Com      Debtors

Brunei Shell Petroleum               Guarantee       $20,194,000
Company SDN BHD
Jalan Utara Panaga Brunei
Fabian Ernst
Tel: 673 337 2037
Emial: fabian.ernst@shell.com

Credit Agricole Corporate &          Letter of        $9,053,000
Investment Bank                        Credit
9, Quai du President Paul Doumer
Paris La Defense Cdx 92920 France
Email: Marine.Leclainche-
Trouillet@Ca-Atlantique-Vendee.Fr

U.S. Specialty Insurance Company      Surety          $2,045,000
13403 Northwest Freeway
Houston, TX 77040
United States
Edwin H. Frank, III
Tel: (713) 355-3100
Email: efrank@indemco.com

The Welsh Ministers                  Guarantee          $628,000
Crown Buildings
Cardiff CF10 3NQ
Great Britain
Jeff Godfrey
Fax: 029 2082 3834

Travelers Casualty and Surety         Surety            $500,000
Company
770 Pennsylvania Drive
Exton, PA 19341
United States
Bonnie S. Kolibas
Tel: (610) 458-2235
Email: bkolibas@travelers.com

Sea Support Ventures LLC           Contract counter     $335,000
14637 East Main                         Party
Cut Off, LA 70345
United States
Randy Adams
Tel: (985) 632-6000

Fedco Batteries                         Trade           $334,000
1363 Capital Drive
Fond Du Lac, WI 54937
United States
Weldon Peterson
Tel: (920) 238-3245
Email: wpeterson@fedcobatteries.com

FS Precision Tech Co., LLC             Trade            $184,000
Email: vimal.parikh@fs-precision.com

American Alternative                   Surety           $150,000
Insurance Corporation
Email: susan.allen@ariesww.com

Hmr Mikromekanikk                      Trade            $121,000
Email: irene.grindheim@hmr.no

Owens Machine & Tool Co.               Trade             $72,000
Email: candace@owensmachine.com

Future Electronics Corporation         Trade             $70,000
Email: gabriel.paterson@future.ca

Greenefficient Inc                     Trade             $63,000
Email: rickwalker@greenefficient.com

Arw Transformers Ltd                   Trade             $59,000
Email: mhairi.ncvitie@arwtransformers.co.uk

Wireco Worldgroup Inc.                 Trade             $59,000
Email: renatafoley@wirecowolrdgroup.com

Katalyst Data Management LLC           Trade             $58,000
Email: steve.darnell@katalystdm.com

TDB, Inc.                              Trade             $56,000
Email: judy@tdbinc.net

Sodexo, Inc. & Affiliates              Trade             $53,000
Email: christy.lynne@sodexo.com

Indalo International Ltd.              Trade             $47,000
Email: joe@indalo-uk.com

Digi-Key Corporation                   Trade             $43,000
Email: customer.service@digi-key.com

Accel International                    Trade             $41,000
Email: mstpierre@accelinternational.com

D & J Electronics                      Trade             $39,000
Email: dennis951@cox.net


The Nut Place, Inc                     Trade             $38,000
Email: vernon@thenutplace.com

Krayden Inc                            Trade             $38,000
Email: remit@krayden.com

WS Manufacturing LLC                   Trade             $35,000
Email: metalcutter49@hotmail.com

Concept Systems Ltd.                   Trade             $35,000
Email: rob.leger@iongeo.com

Hisco Inc                              Trade             $34,000
Email: arctx@hiscoinc.com


CGG SA: Chapter 15 Case Summary
-------------------------------
Chapter 15 Debtor: CGG S.A.
                   Tour Maine Montparnasse
                   33 Avenue du Maine
                   Paris 75015
                   France

Type of Business: CGG S.A. and its subsidiaries -- www.cgg.com --
                  are global geophysical and geoscience services
                  company serving customers principally in the oil
                  and gas exploration and production industry.

Foreign Proceeding: Sauvegarde pending before the Tribunal de
                    Commerce de Paris (Commercial Court of Paris)
                    France

Chapter 15 Petition Date: June 14, 2017

Chapter 15 Case No.: 17-11636

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Martin Glenn

Foreign Representative: Beatrice Place-Faget, executive vice
                        president, general secretary and Group
                        general counsel for CGG S.A.

Foreign
Representative's
Counsel:                Robert H. Trust, Esq.
                        Margot B. Schonholtz, Esq.
                        Christopher J. Hunker, Esq.
                        LINKLATERS LLP
                        1345 Avenue of the Americas
                        New York
                        New York, NY 10105
                        Tel: 212-903-9000
                        Fax: 212-903-9100
                        E-mail: robert.trust@linklaters.com
                                margot.schonholtz@linklaters.com
                                christopher.hunker@linklaters.com

Debtor's
Claims &
Noticing
Agent:                  PRIME CLERK LLC
                        Web site:
https://cases.primeclerk.com/cggsa/

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated

A full-text copy of the Chapter 15 petition is available at:

        http://bankrupt.com/misc/nysb17-11636.pdf


CGG SA: Sauvegarde Proceedings Opened in France
-----------------------------------------------
As part of a restructuring that will eliminate $1.95 billion in
debt from CGG Group's books, CGG S.A., the group parent company,
has opened a "sauvegarde" proceeding under the Commercial Code of
the Republic of France, the French equivalent of a chapter 11
bankruptcy filing.

Having determined that a comprehensive financial restructuring was
needed to right-size the Group's balance sheet, management had
discussions with the Group's various stakeholders concerning the
terms of such a restructuring.

Given the complexity of this restructuring effort and the number
of stakeholders involved, in February 2017, the Group requested
that the President of the Commercial Court of Paris appoint a
mandataire ad hoc to aid in these negotiations.  SELARL FHB, and
specifically Mrs. Helene Bourbouloux, a French attorney, were
appointed a mandataire ad hoc.  Like a mediator, the mandataire ad
hoc facilitates negotiations among a company and its stakeholders.

Following extensive meetings in France over the last three and a
half months, on June 2, 2017, CGG Group reached an agreement in
principle regarding the terms of a comprehensive financial
restructuring with key constituencies.

The agreement was finalized on June 13, 2017 through the signing
of a lock-up agreement with (i) members of the Ad Hoc Lender Group
holding approximately 56.9% of the Secured Debt, (ii) members of
the Ad Hoc Bondholder Group holding approximately 52.4% of the
High Yield Bonds, and (iii) DNCA, which holds approximately 7.9%
of CGG S.A.'s share capital, as well as approximately 5.5% of the
High Yield Bonds and approximately 20.7% of the Convertible Bonds.

The Lock-Up Agreement binds parties to support a restructuring
under which bondholders will swap nearly $2 billion in debt for
most of the equity in a reorganized CGG, and $500 million of new
money will be raised from a $125 million rights offering and the
issuance of $375 million in new debt.

On June 12, CGG S.A. appeared before the Commercial Court in Paris
to request the commencement of a procedure de sauvegarde (the
"Safeguard Proceeding").

On June 14, 2017, the Paris Commercial Court (Tribunal de commerce
de Paris) issued a judgment opening safeguard proceedings
(procedure de sauvegarde) in respect of CGG SA.

As part of this process, the Court appointed SELARL FHB, in the
name of Helene Bourbouloux, former mandataire ad hoc, as judicial
administrator of CGG SA, as well as SELAFA MJA, in the name of
Lucile Jouve, as creditors' representative.

In accordance with the AMF General Regulation, the Company's board
of directors appointed Ledouble SAS as an independent expert to
issue a report on the financial restructuring.

According to CGG, a "procedure de sauvegarde" is a French judicial
procedure to facilitate a company's restructuring while ensuring
the continuation of its operations and the protection of its
business, the safeguarding of jobs and the discharge of its
liabilities.  This process is reserved for companies with
financial difficulties that can demonstrate they are cash-flow
solvent.  It will not affect management's ability to operate the
business in the ordinary course.

CGG S.A has filed a petition under chapter 15 of the U.S.
Bankruptcy Code with the Bankruptcy Court of the Southern District
of New York, seeking recognition in the U.S. of the Sauvegarde as
a foreign main proceeding.

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG
focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves.  The company also
makes geophysical equipment under the Sercel brand name.

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary
Shares. NYSE: CGG).

After a deal was reached key constituencies on a restructuring
that will eliminate $1.95 billion in debt, on June 14, 2017 (i)
CGG SA, the group parent company, opened a "sauvegarde"
proceeding, the French equivalent of a chapter 11 bankruptcy
filing, (ii) 14 subsidiaries of CGG S.A. have filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii)
CGG S.A filed a petition under chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York,
seeking recognition in the U.S. of the Sauvegarde as a foreign
main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of
Alberta, Judicial District of Calgary in Calgary, Alberta, Canada,
to seek recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley,
and its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Subsidiaries Commence Chapter 11 Cases in New York
----------------------------------------------------------
To implement a comprehensive financial restructuring that has been
agreed to by key financial creditors, 14 subsidiaries of CGG S.A.
have filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in New York.

Because (i) the US RCF and the Term Loan B (together, $0.5
billion) were borrowed by a U.S. subsidiary of the Group and (ii)
certain material US and non-U.S. subsidiaries are obligors and
guarantors under the US RCF, the French RCF, the Term Loan B and
the circa $1.5 billion in aggregate principal amount of senior
notes issued by CGG SA, Chapter 11 cases are required to implement
the pre-arranged restructuring.

The Chapter 11 debtors are CGG Holding (U.S.) Inc., CGG Holding
B.V., CGG Marine B.V., CGG Holding I (UK) Limited, CGG Holding II
(UK) Limited, CGG Services (U.S.) Inc., Alitheia Resources Inc.,
Viking Maritime Inc., CGG Land (U.S.) Inc., Sercel Inc., Sercel-
GRC Corp., Sercel Canada Ltd., CGG Canada Services Ltd., and CGG
Marine Resources Norge AS.

These entities, which are borrowers or guarantors of group debt:

   * accounted for c.$528 million of the group's revenue for the
     year 2016, before group eliminations;

   * contributed 26% (c.$311 million) and 26% (c.$85 million) of
     the group's consolidated revenue and EBITDA before Non-
     Recurring Charges (NRC), respectively for the year 2016; and

   * taking also into account the contribution of their direct and
     indirect subsidiaries (which are assets embedded in the
     Chapter 11 scope), contributed 56% (c.$670 million) and 65%
     (c.$212 million), respectively, of the group's consolidated
     revenue and EBITDA before NRC for the year 2016.

The lead Debtor in the Chapter 11 Cases is CGG Holding (U.S.) Inc.
("CGG Holding").  CGG Holding is the top Group entity organized in
the United States, and is the direct or indirect parent of all of
the U.S.-incorporated Debtors.

Debtor CGG Holding BV (HBV) is a holding company organized under
Dutch law.  HBV is the direct parent of Debtor CGG Holding, among
many other non-debtor affiliates, and is a direct subsidiary of
CGG S.A.

The Lock-Up Agreement reached with lenders obligates the parties
to work expeditiously to consummate the restructuring by Feb. 28,
2018.  In furtherance of that goal, the Group has agreed to
certain interim milestones (the "Milestones"), including the
following key Milestones that relate specifically to the Chapter
11 Cases:

   * to file a chapter 11 plan and disclosure statement that are
     consistent with the Term Sheet and the Lock-Up Agreement by
     July 30;

   * to obtain an order approving the disclosure statement by Aug.
     29; and

   * to obtain an order confirming the chapter 11 plan by Nov. 7.

While the Debtors are party to the Lock-Up Agreement, they do not
intend to seek Court approval of the Lock-Up Agreement in these
Chapter 11 Cases, and there is no requirement in the Lock-Up
Agreement concerning any such approval.

The relevant Group entities have filed customary "First Day
Motions" with the U.S. Bankruptcy Court, which, if granted, will
help ensure a smooth transition to chapter 11 without disruption
and will minimize the filing's impact on employees, customers,
vendors, and business partners.  The motions are expected to be
addressed promptly by the Court.

CGG S.A. is not a debtor in the Chapter 11 cases.  CGG S.A.,
however, has sought recognition of its sauvegarde proceedings in
France as a foreign main proceeding pursuant to chapter 15 of the
Bankruptcy Code.

A copy of the affidavit in support of the first-day motions is
available at:

    http://bankrupt.com/misc/CGG_H_19_Lock-Up_Agreement.pdf

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG
focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves.  The company also
makes geophysical equipment under the Sercel brand name.

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary
Shares. NYSE: CGG).

After a deal was reached key constituencies on a restructuring
that will eliminate $1.95 billion in debt, on June 14, 2017 (i)
CGG SA, the group parent company, opened a "sauvegarde"
proceeding, the French equivalent of a chapter 11 bankruptcy
filing, (ii) 14 subsidiaries of CGG S.A. have filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii)
CGG S.A filed a petition under chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York,
seeking recognition in the U.S. of the Sauvegarde as a foreign
main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of
Alberta, Judicial District of Calgary in Calgary, Alberta, Canada,
to seek recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley,
and its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Key Constituencies Sign Lock-Up Agreement
-------------------------------------------------
CGG Group, on June 12, 2017, reached a lock-up agreement with
significant creditor constituencies that commits such parties to
support and to take all steps and actions reasonably necessary
to implement and consummate its restructuring plan.

The lock-up agreement has been signed by (i) an ad hoc committee
of secured lenders, who hold collectively approximately 53.8% of
the aggregate principal amount of the group's secured debt, (ii)
an ad hoc committee of senior noteholders, who collectively hold
approximately 52.4% of the aggregate principal amount of the
Company's senior notes, and (iii) DNCA Finance, which holds 5.5%
of the aggregate principal amount of the Company's senior notes
and approximately 20.7% of the aggregate principal amount of its
convertible bonds.

The terms of the lock-up agreement include a requirement for
creditors to vote in favor of the Sauvegarde and Chapter 11 plans,
to provide various waivers, to enter into the required
documentation to effect the restructuring and not to sell their
debt holdings unless the transferee enters into the lock-up
agreement or is already a signatory.

A copy of the Lock-Up Agreement is available at:

    http://bankrupt.com/misc/CGG_H_19_Lock-Up_Agreement.pdf

The Ad Hoc Secured Lender Committee is comprised of:

    1. Makuria Investment Management (UK) LLP
       30 Charles II Street
       London
       SW1Y 4AE

    2. Goldman Sachs International
       133 Fleet Street
       London, UK
       EC4A 2BB
       Attention: European Special Situations Group

    3. Sculptor Investments S.a.r.l
       6D route de Treves
       L-2633 Senningerberg
       Luxembourg

The Ad Hoc Senior Noteholder Committee is comprised of:

    1. Alden Global Capital, LLC
       885 Third Avenue, 34th Floor
       New York, NY 10022
       United States of America
       Attn: Chief Legal Officer
       E-mail: notices@aldenglobal.com
       Tel: 212-888-5500

    2. Attestor Capital LLP
       20 Balderton Street
       London W1K 6TL
       United Kingdom
       Attn: Operations team / Isobelle White
       E-mail: ops@attestorcapital.com
       Tel: +44 20 7074 9610
       Fax: +44 20 7074 9611

    3. Aurelius Capital Management, LP
       535 Madison Avenue, 22nd Floor
       New York, NY 10022
       United States of America
       Attn: Legal
       E-mail: jrubin@aureliuscapital.com
               dtiomkin@aurelius-capital.com
       Tel: 646-445-6590

    4. Boussard & Gavaudan Asset Management, LP
       One Vine Street
       London W1J 0AH
       United Kingdom
       Attn: Compliance and Legal
       E-mail: BG.legal@bgam-fr.com
       Tel: +44 20 3751 5400
       Fax: +44 20 7287 5746

    5. Contrarian Capital Management, L.L.C.
       411 West Putnam Avenue
       Greenwich, CT 06830
       Attn: Josh Weisser ; Jeff Bauer
       E-mail: jweisser@contrariancapital.com
               jeffbauer@contrariancapital.com
       Tel: 203-832-8278
       Fax: 203-629-1977

    6. Third Point LLC
       390 Park Avenue, 18th Floor
       New York, NY 10022
       United States of America
       Attn: Operations
       E-mail: operations@thirdpoint.com
       Tel: 212-715-3488

Ad Hoc Noteholder Group's attorneys:

        Willkie Farr & Gallagher LLP
        21-23 rue de la Ville-l'Eveque
        75008 Paris, France
        Fax: +33 1 40 06 96 06
        Attention: Lionel Spizzichino
                   Gabriel Flandin
        E-mail: lspizzichino@willkie.com
                gflandin@willkie.com

                 - and -

        Willkie Farr & Gallagher LLP
        787 Seventh Avenue
        New York, NY 10019-6099
        Fax: (212) 728-8111
        Attention: John Longmire
                   Weston T. Eguchi
        E-mail: jlongmire@willkie.com
                weguchi@willkie.com

CGG's Legal Advisors:

        Linklaters LLP
        25 rue de Marignan
        75008 Paris, France
        Fax: +33 1 43 59 41 96
        E-mail: luis.roth@linklaters.com

CGG S.A. can be reached at:

        CGG S.A.
        Tour Maine Montparnasse
        33, avenue du Maine
        75015 Paris, France
        Fax: +33 1 64 47 34 29
        Attention: General Counsel
        E-mail: beatrice.place-faget@CGG.com

DNCA can be reached at:

        DNCA Finance
        19 place Vendome, 75001
        Paris, France

            - and -

        DNCA Invest
        60 av. JF Kennedy, L-1855
        Luxembourg, Luxembourg

                        About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG
focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves.  The company also
makes geophysical equipment under the Sercel brand name.

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary
Shares. NYSE: CGG).

After a deal was reached key constituencies on a restructuring
that will eliminate $1.95 billion in debt, on June 14, 2017 (i)
CGG SA, the group parent company, opened a "sauvegarde"
proceeding, the French equivalent of a chapter 11 bankruptcy
filing, (ii) 14 subsidiaries of CGG S.A. have filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii)
CGG S.A filed a petition under chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York,
seeking recognition in the U.S. of the Sauvegarde as a foreign
main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of
Alberta, Judicial District of Calgary in Calgary, Alberta, Canada,
to seek recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley,
and its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.


CGG SA: Willkie Farr Advises Committee of High Yield Bond Holders
-----------------------------------------------------------------
Willkie Farrr & Gallagher LLP advised the Steering Committee of
High Yield Bond Holders on the financial restructuring of CGG.
The agreement will enable the full equitization of the principal
amount of unsecured debt held by the High Yield Bond Holders for
over $1.6 billion.  This equitization will make the High Yield
Bond Holders the majority shareholders of CGG.

This landmark restructuring is one of the most important in
France, and it represents the first time a restructuring is being
conducted simultaneously under French and U.S. legal proceedings
with a Sauvegarde in France and U.S. Chapter 11 and Chapter 15
cases.

Willkie's market-leading restructuring teams in France, the U.K.
and the U.S. have broad experience in cross-border restructurings.
The cross-border Willkie team for this matter was led by Lionel
Spizzichino (Partner, Restructuring) and included Gabriel Flandin
(National Partner, Corporate) and Thomas Doyen (Associate,
Restructuring) in Paris; John Longmire (Partner, Restructuring),
Leonard Klingbaum (Partner, Finance) and Weston Eguchi (Counsel,
Restructuring) in New York; and Graham Lane (Partner,
Restructuring) and Iben Madsen (Associate, Restructuring) in
London.

The team also comprised Batiste Saint-Guily (Associate,
Restructuring), Igor Kukhta (Associate, Finance) and Gregoire
Dumazy (Associate, Corporate) in Paris; Ji Hun Kim, Jason Saint-
John, Audrey Nelson (Associates, Restructuring) and Jason Pearl
(Associate, Finance) in New York; and Alexander Roy and  Stephen
Kennedy (Associates, Restructuring) in London.

                  About Willkie Farr & Gallagher

Willkie Farr & Gallagher LLP -- http://www.willkie.com-- is an
international law firm of approximately 650 attorneys with offices
in New York, Washington, Houston, Paris, London, Milan, Rome,
Frankfurt and Brussels.  In Paris, the lawyers are dedicated to
mergers & acquisition, private equity, capital markets, antitrust
& competition, tax, restructuring, insolvency, public law, banking
& project finance and litigation.

                          About CGG S.A.

Paris, France-based CGG Group -- http://www.cgg.com/-- provides
geological, geophysical and reservoir capabilities to its broad
base of customers primarily from the global oil and gas industry.
Founded in 1931 as "Compagnie Generale de Geophysique", CGG
focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves.  The company also
makes geophysical equipment under the Sercel brand name.

The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the
New York Stock Exchange (in the form of American Depositary
Shares. NYSE: CGG).

After a deal was reached key constituencies on a restructuring
that will eliminate $1.95 billion in debt, on June 14, 2017 (i)
CGG SA, the group parent company, opened a "sauvegarde"
proceeding, the French equivalent of a chapter 11 bankruptcy
filing, (ii) 14 subsidiaries of CGG S.A. have filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii)
CGG S.A filed a petition under chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York,
seeking recognition in the U.S. of the Sauvegarde as a foreign
main proceeding.

Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
will also commence proceedings commenced under the Companies'
Creditors Arrangement Act in the Court of Queen's Bench of
Alberta, Judicial District of Calgary in Calgary, Alberta, Canada,
to seek recognition of the Chapter 11 Cases in Canada.

Prime Clerk LLC is the claims agent in the Chapter 11 cases and
maintains the Web site http://www.cggcaseinfo.com/

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP for the chapter 11 cases.
The company's financial advisors are Lazard and Morgan Stanley,
and its restructuring advisor is Alix Partners, LLP.

Messier Maris & Associes and Millco Advisors, LP, is the financial
advisors to the Ad Hoc Noteholder Group, and Willkie Farr &
Gallagher LLP and DLA Piper LLP, is legal counsel to the Ad Hoc
Noteholder Group.

Kirkland & Ellis LLP, Kirkland & Ellis International LLP, and De
Pardieu Brocas Maffei A.A.R.P.I, serve as counsel to the Ad Hoc
Secured Lender Committee; Zolfo Cooper LLC is the restructuring
advisor; and Rothschild & Co., is the investment banker.



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


CARLYLE EURO 2017-2: S&P Assigns Prelim. B- Rating to Cl. E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Carlyle Euro CLO 2017-2 DAC's floating-rate class A-1, A-2, B, C,
D, and E notes.  At closing, Carlyle Euro CLO 2017-2 will also
issue an unrated subordinated class of notes.

Carlyle Euro CLO 2017-2 is a European cash flow collateralized
loan obligation (CLO) transaction, securitizing a portfolio of
primarily senior secured euro-denominated leveraged loans and
bonds issued by European borrowers.  CELF Advisors LLP is the
collateral manager.

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

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

In S&P's cash flow analysis, it used the EUR450 million target par
amount, the covenanted weighted-average spread (3.70%), the
covenanted weighted-average coupon (4.75%), the target minimum
weighted-average recovery rates at the 'AAA' level, and the actual
weighted-average recovery rates for all other rating levels.  S&P
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

Following the application of S&P's structured finance ratings
above the sovereign criteria, it considers that the transaction's
exposure to country risk is sufficiently mitigated at the assigned
preliminary rating levels.

At closing, S&P considers that the issuer will be bankruptcy
remote, in accordance with its legal criteria.

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

RATINGS LIST

Preliminary Ratings Assigned

Carlyle Euro CLO 2017-2 DAC
EUR462.6 Million Senior Secured Floating-Rate Notes (Including
EUR44.6 Million Unrated Notes)

Class                 Prelim.         Prelim.
                      rating           amount
                                     (mil. EUR)
A-1                   AAA (sf)          266.0
A-2                   AA (sf)            60.0
B                     A (sf)             31.0
C                     BBB (sf)           21.0
D                     BB (sf)            27.0
E                     B- (sf)            13.0
Sub                   NR                 44.6

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


WINDERMERE X: Moody's Lowers Rating on Class X Notes to C(sf)
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
Interest Only (IO) tranches (Class X Notes) in seven EMEA CMBS
transactions following updates to the methodology that Moody's
uses to rate IO securities.

Issuer: Fornax (Eclipse 2006-2) B.V.

-- EUR0.1M Class X Notes, Downgraded to C (sf); previously on
    Sep 11, 2016 Affirmed B2 (sf)

Issuer: INDUS (ECLIPSE 2007-1) plc

-- GBP0.1M Class X Notes, Downgraded to C (sf); previously on
    Feb 9, 2015 Affirmed B1 (sf)

Issuer: JUNO (ECLIPSE 2007-2) LTD

-- EUR0.6M Class X Notes, Downgraded to C (sf); previously on
    Aug 9, 2013 Affirmed Caa1 (sf)

Issuer: RIVOLI Pan Europe 1 plc

-- EUR0.05M Class X Notes, Downgraded to Caa2 (sf); previously
    on Sep 11, 2015 Downgraded to B3 (sf)

Issuer: Silenus (European Loan Conduit No. 25) Limited (ELoC 25)

-- EUR0.05M Class X Notes, Downgraded to Caa1 (sf); previously on
Oct 24, 2016 Downgraded to B1 (sf)

Issuer: Titan Europe 2006-5 p.l.c.

-- EUR0.05M Class X Notes, Downgraded to C (sf); previously on
    Mar 28, 2017 Downgraded to Ca (sf)

Issuer: Windermere X CMBS Limited

-- EUR0.05M Class X Notes, Downgraded to C (sf); previously on
    Jan 26, 2016 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The downgrade actions on the Class X Notes result from the
publication of Moody's updated cross sector methodology, 'Moody's
Approach to Rating Structured Finance Interest-Only (IO)
Securities', published June 8, 2017 and also reflect repayment or
expected repayment of certain reference bonds, which impacts the
expected loss on the pools of some transactions and ultimately the
ratings of the respective Class X Notes. The principal balance of
the Class X Notes is cash collateralized and therefore the ratings
do not reflect any expected principal losses.

The updated methodology modifies Moody's approach to rating IO
securities referencing multiple bonds and single or multiple
collateral pools with realized losses. References made to the
exclusion of certain IO securities in the previous methodology
were removed. In addition, a description was added to explain when
an IO bond is viewed as effectively matured and results in the
withdrawal of the rating.

The updated methodology explains that Moody's will limit the
rating of an IO security to no more than five notches above the
rating of the lowest credit quality reference bond or the rating
that would be assigned based on an assessment of the default
probability of the reference pool(s), as applicable, and clarifies
that the collateral pool's default probability typically will be
treated as equivalent to Ca(sf) if a loss is expected on the pool.
The methodology also explains how Moody's 10-year Idealised
Cumulative Expected Loss Rates table will be used to determine the
rating of the IOs referencing multiple bonds and IOs backed by
single or multiple pools as well as how the table is used when the
loss falls between two rating categories.

The rating of the Class X from the Silenus (European Loan Conduit
No. 25) Limited (ELoC 25) transaction is being downgraded
according to the methodology, reflecting the introduced constraint
that the rating of the IO security would not be more than five
notches above the rating of the referenced bond with lowest credit
quality.

The rating of the Class X from the Titan Europe 2006-5 p.l.c
transaction is being downgraded according to the methodology,
reflecting the introduced mapping of the result of the weighted
average calculation to the next lower rating category if the
computed weighted average falls in between two rating categories.

The ratings for five IO securities from five transactions are
being downgraded according to the methodology, reflecting (i) the
introduced mapping of the result of the weighted average
calculation to the next lower rating category if the computed
weighted average falls in between two rating categories and (ii)
that for referenced bonds that have been written down due to
realized losses, the current balances are grossed up by the
realized losses. This applies to the IO securities from the RIVOLI
Pan Europe 1 plc, Windermere X CMBS Limited, Fornax (Eclipse 2006-
2) B.V., INDUS (ECLIPSE 2007-1) plc and JUNO (ECLIPSE 2007-2) LTD
transactions. In addition, the repayment or expected repayment of
various senior bonds referenced by the IO securities affects the
expected loss on the remaining pool of the relevant transactions.
This applies to the IO securities from the Fornax (Eclipse 2006-2)
B.V., INDUS (ECLIPSE 2007-1) plc and JUNO (ECLIPSE 2007-2) LTD
transactions.

Methodology Underlying the Rating Action:

The methodologies used in these ratings were "Moody's Approach to
Rating EMEA CMBS Transactions" published in November 2016, and
"Moody's Approach to Rating Structured Finance Interest-Only (IO)
Securities" published in June 2017.

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

  The IO class may be subject to ratings upgrade if there is a
  decrease in the expected loss of the referenced loan pool or
  bonds, subject to the rating limits and provisions of the
  updated IO methodology.

  The IO class may be subject to ratings downgrade if there is an
  increase in the expected loss of the referenced loan pool or
  bonds following the deterioration in credit quality of the pool
  or paydown of higher quality referenced bonds.



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


ISLAND REFINANCING: Fitch Affirms BB Rating on Class B Notes
------------------------------------------------------------
Fitch Ratings has affirmed Island Refinancing S.r.l.'s floating-
rate notes due 2025:

  EUR11.3 million Class B (IT0004293574) affirmed at 'BBsf';
  Outlook Stable

  EUR60 million Class C (IT0004293582) affirmed at 'CCsf';
  Recovery Estimate revised to 100% from 70%

  EUR32 million Class D (IT0004293590 affirmed at 'Csf'; Recovery
  Estimate 0%

Island Refinancing is a refinancing of Island Finance (ICR4)
S.p.A. and Island Finance 2 (ICR7) S.r.l. ICR4 and ICR7 were
securitisations of non-performing loans (NPLs) originated in Italy
by Banco di Sicilia S.p.A. (BdS, part of the UniCredit banking
group, BBB/Stable).

KEY RATING DRIVERS

The affirmations reflect Fitch's expectation of full repayment of
the class B notes, likely default of the class C notes and
inevitable write-down of the class D notes. EUR39.8 million awaits
distribution, of which EUR2.8 million results from agreed out-of-
court resolutions and the rest held by various Italian courts. The
high reliance on receipt of cash-in-court, which may be subject to
delays and deductions, as well as lack of loan-by-loan reporting,
have led Fitch to cap the class B notes' rating at 'BBsf'. At this
rating level, Fitch gives 90% credit to cash-in-court, which is
adequate to cover performance of the EUR11.3 million class B
notes.

Upon redemption of the class B notes, cumulative deferred interest
on the class C notes (EUR14.4 million as at January) will become
due and payable. Whether this is immediately or at the following
payment date is not fully clear. If immediate, this is more likely
to be beyond the issuer's means of payment, in which case it would
represent an issuer event of default. This probability is
reflected in the 'CCsf' rating on the class C notes.

However, the class C notes' recovery prospects have improved over
the last 12 months, in Fitch's view. Since the last rating action
in July 2016, the class B notes have been paid down by EUR28.2
million, despite cash-in-court falling only EUR9.1 million. The
above observations implied new net collections of EUR19.1 million,
which are consistent with an increase in Fitch's Recovery Estimate
(RE) to 100%.

As Fitch expects the class B and C notes to fully absorb the value
of the portfolio, RE for the class D notes remains at zero.

RATING SENSITIVITIES

Should an issuer event of default be avoided following repayment
of the class B notes, the class C notes may be upgraded to a
performing rating, depending on the adequacy of cash-in-court. RE
on the class D notes could improve, subject to cash-in-court,
issuer costs, market conditions, likely adverse property selection
and accrued interest.


NUOVO TRASPORTO: Moody's Assigns B1 CFR, Outlook Positive
---------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 corporate
family rating (CFR) to Nuovo Trasporto Viaggiatori S.p.A., the
Italian private high-speed operator in the passenger rail
industry, providing services in Italy under the brand Italo.
Concurrently, Moody's has assigned a provisional (P)B1 instrument
rating to the proposed EUR500 million worth of senior secured
notes to be issued by the company and a probability of default
rating of B1-PD. The outlook on the ratings is positive.

Moody's issues provisional ratings for debt instruments in advance
of the final sale of securities or conclusion of credit
agreements. Upon the successful closing of the bond issuance and a
conclusive review of the final documentation, Moody's will
endeavour to assign a definitive rating to the different capital
instruments. A definitive rating may differ from a provisional
rating. The B1 CFR is contingent upon the successful issuance of
the proposed debt package totaling EUR690 million, comprising the
EUR500 million worth of senior secured notes and a EUR190 million
worth of term-loans (unrated).

"The B1 CFR with positive outlook balances NTV's relatively weak
business profile, owing to its small scale and lack of
diversification and high leverage with a recently strong operating
performance evidenced by the company's very high profitability and
its ability to generate good cash flows ", says Lorenzo Re, a Vice
President - Senior Analyst and lead analyst for NTV.

RATINGS RATIONALE

The B1 CFR assigned to NTV reflects the company's relatively weak
business profile compared to major rated peers, owing to (1) its
small scale by international standards and compared to the
domestic incumbent, (EUR350.5 million of ticket sales and EUR96
million of EBITDA as reported by the company in the financial year
2016); (2) the lack of geographical diversification outside of
Italy; (3) a high business concentration on one single end-market
(high speed rail) with one line (the backbone Turin-Salerno,
including the non-stop Milan-Rome service) representing more than
75% of ticket sales and (4) the very short track record of
profitable operations.

These factors, however, are balanced by (1) NTV's good market
positioning in the Italian duopolistic high-speed rail market
characterized by high barriers to entry, (2) the company's
improving operational performance in the last two years and its
very good profitability for the industry, with EBITA margin
(including Moody's adjustments) at 20.9% in 2016, a level that is
better or in line with the most profitable rated peers; and (3)
good cash flow generation compared to traditional national
passenger railway operators, both boosted by the relatively recent
shift to a favorable regulatory framework and a change in the
company's commercial strategy.

The rating reflects NTV's high leverage with Moody's-adjusted
(gross) debt/EBITDA ratio at 6.6x at end-2016 and Moody's
expectation of a gradual reduction over time to below 5.5x by end-
2018.

NTV aims at growing its business via the planned expansion of its
train fleet and the addition of new lines. However, NTV's business
plan carries significant execution risks in Moody's views, owing
to the uncertainty over the success of its commercial policy on
new lines and possible price pressure coming from the incumbent
operator. While NTV's strategy has been successful in the last two
years, the company lacks a significant track-record in delivering
constant positive results. Also, while Moody's acknowledge that
the regulatory framework is set for the next five years, the
relatively short history of the Italian railway authority (ART)
effective since 2014 limits the visibility on the long-term
evolution of the regulatory environment, which is a credit risk.

Lastly, Moody's notes that the company's financial flexibility is
currently limited as a consequence of the capital structure
restructuring in 2015 and that the company's financial policy
under the less stringent conditions of the new proposed capital
structure is still untested. The rating assumes that an eventual
change in the company's ownership structure will not materially
impact the current financial policy of NTV.

The rating also reflects NTV's good liquidity supported by a
healthy cash position (EUR180 million as of March 2017) and the
forecasted cash flow generation, which should comfortably cover
the planned investments for the train fleet expansion. Moody's
liquidity assessment also factors in the proposed new EUR20
million covenanted revolving credit facility, for which Moody's
assume at least a 30% headroom under the financial covenants.

RATIONALE FOR INSTRUMENT RATING

The (P)B1 rating assigned to the proposed EUR500 million worth of
senior secured bonds, in line with NTV's CFR, reflects the fact
that the proposed bond, term-loan and revolving credit facility
will all rank pari passu amongst themselves and with all other
major liabilities in the company's capital structure. All the debt
instruments and trade payables will be at NTV level, which is the
sole entity of the group. The rating also reflects the overall
probability of default rating of the company of B1-PD, reflecting
the use of a 50% family recovery rate, consistent with a bank and
bond capital structure.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectations that the
company will be able to grow its business while maintaining a
solid profitability and gradually deleveraging. In particular
Moody's expects that EBITA margin (including Moody's adjustments)
will remain above 20% through 2019 and that leverage (measured as
Moody's-adjusted (gross) debt/EBITDA) will improve from 6.6x at
end-2016 to below 5.5x by end-2018.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could upgrade NTV's ratings, if the company shows a
successful execution of its expansion plan, maintains its strong
profitability with Moody's-adjusted EBITA margin remaining
constantly at or above 20%, healthy free cash flow generation with
Free Cash Flow/Debt ratio in the positive mid single-digit (in
percentage terms) while improving and maintaining Moody's-adjusted
gross debt/EBITDA below 5.5x. Before an upgrade, NTV has to
demonstrate a balanced financial policy.

Moody's could downgrade NTV's ratings if the company's (1) (gross)
debt/EBITDA, as adjusted by Moody's, remains sustainably above
6.5x; (2) EBITA margin, as adjusted by Moody's, deteriorates to
below 10% and, (3) free cash flow, as adjusted by Moody's, remains
negative after 2017.

The principal methodology used in these ratings was Global
Passenger Railway Companies published in March 2013.

Headquartered in Rome, Italy, NTV is the second Italian high-speed
operator in the passenger rail industry, behind the incumbent
operator (Ferrovie dello Stato S.p.A.). NTV operates under the
brand Italo. NTV started its commercial operations in April 2012
and, with 11 million passengers transported in 2016, reached a 24%
market share in the Italian long-haul segment. The company is
controlled by some Italian entrepreneurs which together hold a 60%
of the capital, by the Italian financial institutions Intesa
Sanpaolo S.p.A. (24.5%) and Generali Financial Holdings (15%). NTV
reported EUR350.5 million ticket sales and EUR96 million EBITDA in
2016.



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


KAZAKHSTAN: Losing Time to Fix Banking System, Akishev Says
-----------------------------------------------------------
Nariman Gizitdinov at Bloomberg News reports that Kazakhstan is
running out of time to get the banking system back on its feet.

Even after undertaking its biggest rescue since the 2009 global
credit squeeze with a KZT2.4 trillion (US$7.6 billion) bailout of
Kazkommertsbank, the rest of the nation's lenders will require at
least KZT500 billion more to mend balance sheets, Bloomberg
relays, citing National Bank of Kazakhstan Governor Daniyar
Akishev.  But the state aid will come with strings attached,
Bloomberg notes.

"We must still understand how much of that sum the central bank
will give as subordinated loans to lenders," Bloomberg quotes
Mr. Akishev, 41, as saying in an interview in Almaty.  "Maybe we
can do it together with shareholders, maybe the whole amount will
come from the central bank, with additional capital injections
from shareholders."

Crippled by a decade of defaults, debt restructurings and
bailouts, banks remain a key stumbling block for the economy
following its worst performance since 1998, Bloomberg states.

Mr. Akishev said Kazakhstan has no more than one to two years to
heal the industry, Bloomberg relays.

"The faster, the better," Bloomberg quotes Mr. Akishev as saying.
"We simply don't have more time."

Mr. Akishev is now focusing squarely on how to break through the
financial bottlenecks that hinder investment, Bloomberg discloses.



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


ENDO LUXEMBOURG: Opana ER Withdrawal Credit Neg., Moody's Says
--------------------------------------------------------------
Moody's Investors Service commented that removing Opana ER from
the market following an FDA request on June 8 would be credit
negative for Endo Luxembourg Finance I Company S.A.R.L. There are
no changes to Endo's ratings, including the B2 Corporate Family
Rating at this time and the rating outlook remains stable.

Headquartered in Luxembourg, Endo Luxembourg Finance I Company
S.a.r.l. is a subsidiary of Endo International plc, which is
headquartered in Dublin, Ireland. Endo is a specialty healthcare
company offering branded and generic pharmaceuticals. Endo's
reported revenue for the twelve months ended March 31, 2017 was
approximately $4.1 billion.



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


CHAPEL BV 2003-I: S&P Raises Rating on Class B Notes to Bsf
-----------------------------------------------------------
S&P Global Ratings took various credit rating actions in Chapel
2003-I B.V. and Chapel 2007 B.V.

Specifically, S&P has:

   -- Raised its ratings on Chapel 2003-I's class A, B, and C
      notes, and Chapel 2007's class A2, C, D, and E notes;

   -- Affirmed its ratings on Chapel 2007's class B and F notes

The rating actions follow S&P's full review of the transactions'
credit performance since closing.  S&P's analysis is based on the
application of its relevant criteria.

The transactions securitize residential property secured second
ranking mortgage loans and unsecured consumer loans originated by
the now insolvent DSB Bank N.V. in the Netherlands.  Chapel
2003-I's and Chapel 2007's asset pools have amortized since
February 2007 and January 2010, respectively, resulting in
collateral pool factors (outstanding principal balances) of 15.2%
and 25.3%, respectively.

                           CHAPEL 2003-I

As of the May 2017 payment date, the uncleared principal
deficiency ledgers on the unrated class D notes have declined to
EUR19.9 million from EUR21.3 million at S&P's previous review.

As a consequence of the notes' amortization, the available credit
enhancement for the class A, B, and C notes has increased to 58.4%
from 36.4%, to 33.1% from 15.3%, and to 17.9% from 2.5%,
respectively, in May 2016, although the reserve fund remains fully
depleted.

Chapel 2003-I's late stage delinquencies (more than 90 days past
due) have declined in absolute terms since S&P's previous review.
Realized gross losses also compare favorably with S&P's base-case
expectations.  As of May 2017, the late stage delinquency rate was
0.50%, while the cumulative gross loss rate increased to 8.40% (as
a percentage of the pool balance at the beginning of the
amortization period) from 8.38% over the same period.

                           CHAPEL 2007

The reserve fund continues to be replenished since January 2016.
As of the most recent payment date (April 2017) the reserve fund
is funded at EUR16.4 million.  While this is still below its
target level of EUR20.7 million, it has increased the available
credit enhancement for the rated notes.

  Class   Available credit    Available credit
             enhancement         enhancement
            (current; %)       (April 2016; %)
  A            48.3                38.3
  B            40.5                31.8
  C            27.2                20.7
  D            17.1                12.3
  E             9.3                 5.8

Chapel 2007's late stage delinquencies (more than 90 days past
due) have declined in absolute terms since S&P's previous review.
Realized gross losses also compare favorably with S&P's base-case
expectations.  As of April 2017, the late stage delinquency rate
was 0.6%, while the cumulative gross loss rate increased to 8.50%
(as a percentage of pool balance at the beginning of the
amortization period) from 8.08% since our previous review.

                            RATIONALE

As a result of the increased available credit enhancement, Chapel
2003-I's class A and B notes and Chapel 2007's class A2 and C
notes can now withstand the credit and cash flow stresses that S&P
applies at the 'A-', 'B', 'A', and 'B+' rating levels,
respectively, under S&P's European consumer finance criteria.

Additionally, the application of S&P's structured finance ratings
above the sovereign (RAS) criteria does not constrain its ratings
on the notes.  S&P has therefore raised its ratings on Chapel
2003-I's class A and B notes, and Chapel 2007's class A2 and C
notes.  S&P has also affirmed its 'BBB (sf)' rating on Chapel
2007's class B notes as the available credit enhancement is
commensurate with the currently assigned rating.

In S&P's view, due to their position in the capital structure,
Chapel 2003-I's class C notes and Chapel 2007's class D, E, and F
notes remain most at risk of losses.  These notes are still
dependent upon favorable economic conditions to pay principal and
interest, in accordance with S&P's criteria for assigning 'CCC'
category ratings.  However, the available credit enhancement for
Chapel 2003-I's class C notes and Chapel 2007's class D and E
notes is commensurate with higher ratings than those currently
assigned.  S&P has therefore raised to 'CCC+ (sf)' from
'CCC- (sf)' its rating on Chapel 2003-I's class C notes and Chapel
2007's class D notes, and to 'CCC (sf)' from 'CCC- (sf)' S&P's
rating on Chapel 2007's class E notes.

S&P has also affirmed its 'CCC- (sf)' rating on Chapel 2007's
class F notes, in line with S&P's criteria.

RATINGS LIST

Class            Rating
          To               From

Chapel 2003-I B.V.
EUR1 Billion Asset-Backed Floating-Rate Notes

Ratings Raised

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

Chapel 2007 B.V.
EUR710.7 Million Asset-Backed Floating-Rate Notes And Excess-
Spread Backed Notes

Ratings Raised

A2        A (sf)           A- (sf)
C         B+ (sf)          CCC+ (sf)
D         CCC+ (sf)        CCC- (sf)
E         CCC (sf)         CCC- (sf)

Ratings Affirmed

B         BBB (sf)
F         CCC- (sf)



===========
N O R W A Y
===========


LYNGEN MIDCO: Moody's Puts B1 CFR on Review for Upgrade
-------------------------------------------------------
Moody's Investors Service has placed the B1 corporate family
rating (CFR) and B1-PD probability of default rating (PDR) of
Lyngen Midco AS, controlling shareholder of Nordic IT services
provider EVRY AS (EVRY), on review for upgrade following the
publication of its IPO prospectus on June 7, 2017, in which the
group states its intention to reduce indebtedness with the
proceeds from the share offering.

The rating action was driven by Moody's expectation that:

-- Adjusted leverage will materially reduce post-IPO, to
    approximately 3.1x

-- Interest cover will significantly strengthen as a result of
    the reduced debt quantum and cost of debt

RATINGS RATIONALE

The review for upgrade reflects the materially improved credit
metrics that EVRY will exhibit should the IPO be successful. Under
the proposed new capital structure, it would use close to NOK 2.8
billion (EUR 290 million equivalent) of IPO proceeds to delever
the business and therefore reduce interest payments owing to the
lower debt quantum and cheaper borrowing costs.

"Moody's anticipate that EVRY's adjusted debt/EBITDA as per
Moody's would stand at approximately 3.1x at closing of the IPO,
down from around 4.1x at the end of March 2017, whilst the reduced
debt quantum and the cheaper cost of debt in the proposed capital
structure would significantly improve the interest coverage of the
group" says Frederic Duranson, a Moody's Analyst and lead analyst
for EVRY.

"Lower interest payments would contribute to increased free cash
flow (FCF) but it would be constrained by exceptional items in
2017 and potential dividend payments in 2018", says Mr Duranson.

Moody's expects to conclude the review upon closing of the IPO and
the allocation of its proceeds alongside those of the new term
loans for the redemption of the existing debt. The review will
evaluate the company's new ownership structure and the impact of
associated financial policies on EVRY's credit metrics. During the
review process, Moody's will also seek to confirm the group's
organic growth prospects, the remaining financial impact of the
IBM agreement as well as EVRY's future cash flow generation,
particularly in the context of its proposed dividend policy. Upon
conclusion of the review, Moody's expects to reassign the CFR to
EVRY ASA, which is the entity at which consolidated financials are
reported and the top guarantor within the new restricted group.

At this stage, Moody's anticipates that any upward movement in the
CFR, if any, would be limited to one notch.

EVRY's credit profile continues to benefit from its strong niche
position in Nordic IT services, as evidenced by order book growth
of 21.6% in 2016, following contract losses in 2015. Furthermore,
the group's ratings are supported by the mission-critical nature
of most of its products and long-standing customer relationships,
which result in a large recurring revenue base. Moody's also
anticipates that EVRY will deliver further EBITDA uplift from
cost-cutting initiatives in 2017, particularly in relation to the
extension of the partnership agreement with International Business
Machines Corporation (IBM, A1 stable).

Conversely, EVRY's credit profile is challenged by its geographic
concentration in Norway and Sweden where Moody's expects that
macroeconomic conditions will be moderately supportive in the next
12 months. As a result, the rating agency forecasts slow organic
revenue growth of around 2% in 2017-18. In addition, cash outflows
related to the implementation of the extension of the IBM
partnership in 2017 will limit cash flow generation to an extent
and the group will need to draw some incremental, albeit small,
amounts under the vendor financing facility provided by IBM.

WHAT COULD CHANGE THE RATING UP/DOWN

Before placing EVRY' ratings on review, Moody's had indicated that
they could be upgraded if the reported EBITA margin moved towards
15%, Moody's adjusted gross debt/EBITDA fell towards 3.0x on a
sustainable basis and FCF/debt increased towards 10%.

Conversely, Moody's had indicated that EVRY's ratings could be
downgraded should: (1) the conditions for a stable outlook not be
met; (2) balance sheet debt (excluding the IBM facility) increase;
(3) FCF (after restructuring costs and IBM gross implementation
costs) to debt remain negative; or (4) the liquidity profile
deteriorates.

PRINCIPAL METHODOLOGY

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

Headquartered in Oslo, Norway, EVRY is a leading provider of IT
services to Nordic corporates, financial institutions, local and
national public-sector entities and health authorities. EVRY is
present in approximately 50 locations across Norway, Sweden and
Finland and also has offices offshore, primarily in India, Ukraine
and Latvia. For the last twelve months ended March 2017, EVRY
reported revenues of NOK 12.3 billion and EBITDA before non-
recurring items of NOK 1.66 billion.

Funds advised and ultimately controlled by Apax Partners (unrated)
owned approximately 88% of the share capital of EVRY before the
IPO was launched.



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


EUROCHEM FINANCE: Fitch Rates Upcoming Guaranteed Notes 'BB(EXP)'
-----------------------------------------------------------------
Fitch Ratings has assigned EuroChem Finance Designated Activity
Company's upcoming US dollar-denominated guaranteed notes an
expected senior unsecured rating of 'BB(EXP)'. The final rating is
contingent upon the receipt of final documentation conforming to
information already received.

The prospective notes will be issued for EuroChem Group AG's
(EuroChem, BB/Negative) debt refinancing and its working-capital
needs. The noteholders will benefit from the guarantees of
EuroChem and the holding company for the group's Russia-based
assets, JSC MCC EuroChem (BB/Negative) and will rank pari passu
with current and future outstanding unsecured and unsubordinated
debt. EuroChem Finance DAC is an Ireland-based special purpose
financing vehicle of EuroChem.

KEY RATING DRIVERS

Market, Capex Pressure Outlook: The Negative Outlook on EuroChem
reflects deleveraging risk as Fitch expects the company's FFO-
adjusted net leverage to peak at over 4x in 2017-2018 before
gradually moving towards levels more commensurate with the
company's profile. The high leverage is due to capex on potash and
ammonia projects at a time of low and volatile fertiliser prices.
Continued fertiliser market weakness in 2017-2018 and the
company's preference not to increase the shareholder loan further
(USD250 million of the USD1,500 million limit used) might put
leverage under further pressure, significantly stretch the post-
2018 deleveraging and prompt a downgrade.

Diminishing project completion risks, the recent relaxation of net
debt/EBITDA leverage covenants to 3.5x (3.0x previously, 2.9x
actual at end-2016), the company's continued access to the
shareholder loan and the procured limited recourse financing of
EuroChem's Usolskiy potash and Baltic ammonia projects mitigate
the high leverage. EuroChem's business profile will be further
enhanced by upcoming potash projects, which are forecast to come
on stream from late 2017 to 2018 and be within the first quartile
of the global potash cost curve.

Market Weakness into 2017-2018: Fitch does not expect 2017 and
2018 fertiliser pricing to average at levels materially different
from the 2016 results. This is despite the iron ore and coal-
driven ammonia and ammonia-related product price rises in 1Q17.
Single-digit fertiliser demand growth in 2H17 and 2018 will be
largely met by the new capacity across all three nutrients, which
limits price recovery potential. These expectations mean Fitch's
forecast EuroChem's EBITDA to be around USD1.1 billion until 2019
when material cash flows from its potash and ammonia projects will
begin.

Capex Peak as Projects Complete: Fitch considers management
committed to the VolgaKaliy and Usolskiy potash projects, which
aim to start operations in late 2017 to early 2018, aiming for 2.3
million tonnes per annum of potash capacity each once they ramp up
in the coming years. They are likely to have a first-quartile
position on the global potash cost curve, and more than cover
EuroChem's internal potash needs and give it diversification into
all three major nutrients (nitrogen, phosphates and potash).

EuroChem's high capital intensity and low fertiliser prices are
pushing the company's leverage above Fitch's negative ratings
action triggers. Fitch expects the company's fund from operations
(FFO)-adjusted net leverage to exceed 4x in 2017-2018, before
gradually declining towards 3x in 2019 and below 3x thereafter.
However, the company's improving business profile partly offsets
the higher debt burden unless there are further aggressive capex
or shareholder distributions, which might significantly defer the
deleveraging path towards 3x.

Strong Business Fundamentals: EuroChem has a strong presence in
European and CIS fertiliser markets (almost 60% of 2016 sales),
and is the seventh-largest EMEA fertiliser company by total
nutrient capacity. EuroChem's Russia-based self-sufficient
nitrogen and phosphate production assets have been in the first
quartile of the global cash cost curves since rouble depreciation
in late 2014.

EuroChem has access to the premium European compound fertiliser
market (18%-22% of sales), with production in Antwerp, trademarks
and a distribution network. This underpins a rating of 'BBB-'
before the two-notch corporate governance discount typically
applied to Russian corporates, which results in a 'BB' rating.

Project Financing Facilities Consolidated: EuroChem has
successfully procured project financing for its Usolskiy potash
project and its Baltic ammonia project. Fitch consolidates the
projects and the financing within EuroChem's overall leverage
metrics even though the financing is specific to the projects and
has non-recourse features that separate it from other outstanding
debt. This is due to the strategic importance of the projects to
the company's future operational profile and the inclusion of a
cross-default clause within the group's financing agreements.

DERIVATION SUMMARY

EuroChem's 'BB' rating derives from a 'BBB-' standalone rating
excluding the two-notch corporate governance discount. Its closest
global nitrogen peer is low-cost CF Industries, Inc. (BB+/Stable)
and phosphate peers are lower-cost OCP SA (BBB-/Negative) and
higher-cost The Mosaic Company (BBB-/Stable). All three peers have
over 3x leverage due to low fertiliser prices and high capex, and
are likely to deleverage towards 3x over the rating horizon as OCP
and CF Industries complete major investments and Mosaic
deleverages after its acquisition of Vale's fertiliser assets.

EuroChem's Russian peers include PJSC Uralkali (BB-/Negative) and
PJSC Acron (BB-/Positive). Uralkali's 2015-2016 leverage and
Negative Outlook result from its share buybacks while fertiliser
prices are low. Acron's completion of phosphate first-stage
expansion and deferred investments in potash expansion allowed it
to minimise capex and deleverage.

No Country Ceiling or parent/subsidiary aspects affect the rating.
The operating environment aspect is incorporated into the two-
notch corporate governance discount applied to most Russian
corporates with concentrated ownership and exposure to Russia's
weak business, regulatory and legal environment.

KEY ASSUMPTIONS

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

- fertiliser pricing broadly flat in 2017 and 2018, with post-
   2019 recovery in nitrogen and phosphate segments;

- new potash and ammonia operations adding to production volumes
   from 2018 as capacities ramp up;

- USD/RUB to rise towards 57 in 2020 from 61 in 2017;

- capex/sales to peak at above 30% in 2017 before normalising
   towards under 20%;

- shareholder loan disbursement of USD500 million during 2017-
   2018 with no dividends over the next three years.

RATING SENSITIVITIES

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

- Successful completion of one of the ongoing potash projects
   resulting in an enhanced operational profile, coupled with
   FFO-adjusted net leverage falling below 3x.

If the projects are delayed and the company's business profile
does not improve, Fitch expects EuroChem to maintain its FFO-
adjusted net leverage at below 2.5x through the cycle to be in
line with the 'BB' rating.

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

- Continued aggressive capex or shareholder distributions
   translating into FFO adjusted net leverage not trending
   towards 3x (assuming enhanced business profile as evidenced by
   the start-up of at least one potash project), or towards 2.5x
   (assuming project delays and lack of further business
   diversification) by 2019;

- Protracted pricing pressure or double-digit cost inflation
   leading to an EBITDAR margin being sustained below 20% (2017E:
   26%).

LIQUIDITY

Liquidity Tightness Temporary: At end-1Q17, EuroChem's reported
cash and cash equivalents (USD414 million), and long-term
committed non-project credit lines (around USD169 million) were
not enough to cover short-term debt of USD1,169 million. In
addition, Moody's expects EuroChem to generate negative free cash
flow in 2017, although this is fully covered by EuroChem's further
use of committed project finance facilities.

Fitch sees refinancing risk as manageable despite tighter
liquidity as the company has options to finance the liquidity gap,
such as raising a subordinated shareholder loan (up to USD1.5
billion is available according to the framework facility agreement
signed with AIM Capital SE in September 2016), accessing Russian
banks that remain supportive of large corporate borrowers, or
issuing bonds. The company is addressing the tight liquidity with
the prospective notes and other potential long-term loan
arrangements.

Limited Subordination Risk: EuroChem's end-1Q17 ratio of
bondholders' prior-ranking debt (debt at or guaranteed by
operating subsidiaries) to EBITDA was around 2x. Fitch normally
considers notching down the senior unsecured rating relative to
the IDR when the ratio of prior-ranking debt to EBITDA exceeds 2x-
2.5x. Fitch does not notch down EuroChem's senior unsecured rating
at present as it does not expect its prior-ranking debt to exceed
2x-2.5x, but Fitch may consider subordination in future if the
capital structure does not change in line with its expectations.

FULL LIST OF RATING ACTIONS

JSC MCC EuroChem:
Long-Term Foreign and Local Currency IDRs: 'BB'; Outlook Negative
Short-Term Foreign Currency IDR: 'B'
Local currency senior unsecured rating (domestic bonds): 'BB'

EuroChem Group AG:
Long-Term Foreign Currency IDR: 'BB'; Outlook Negative

EuroChem Global Investments Limited:
Foreign currency senior unsecured rating on loan participation
notes: 'BB'

EuroChem Finance Designated Activity Company:
Foreign currency senior unsecured rating on upcoming guaranteed
notes: 'BB(EXP)'


ROSGOSSTRAKH PJSC: S&P Lowers Counterparty Credit Rating to 'B'
---------------------------------------------------------------
S&P Global Ratings said that it has lowered its counterparty
credit and financial strength ratings on Russia-based insurance
company PJSC Rosgosstrakh to 'B' from 'B+'.  At the same time, S&P
lowered its national scale rating on the company to 'ruBBB+' from
'ruA' and subsequently withdrew it.

S&P is keeping its counterparty and financial strength ratings on
Rosgosstrakh on CreditWatch negative, where S&P first placed them
on Dec. 12, 2016.

The downgrade stems from S&P's view that the company's competitive
position and capital adequacy are under pressure following poor
operating results in 2016 and the first quarter of 2017.
Rosgosstrakh posted a net loss of Russian ruble (RUB) 33.2 billion
(about $547.3 million) last year and a RUB13 billion loss for
first-quarter 2017, which further eroded its capital position.  In
March 2017, Bank Otkritie Financial Corp. (BOFC) provided RUB30
billion (about $532 million) of short-term funding to RGS Group,
receiving 15% of the shares of Rosgosstrakh as collateral. These
funds enabled Rosgosstrakh to comply with the minimum regulatory
capital requirement.

As a result of this, S&P has removed the notch of uplift in its
long-term ratings on Rosgosstrakh, owing to the short-term nature
of the funding Rosgosstrakh received and huge losses from the
company's major business line, obligatory motor third-party
liability insurance.  In S&P's view, if no further support is
provided or funding is withdrawn, this could put further strain on
Rosgosstrakh's capital adequacy.  Rosgosstrakh's presence in
remote regions and its extensive distribution network do not
provide any specific benefit to the company.  Substantial losses
in the obligatory motor insurance line can therefore threaten the
viability of the company's business model.

In S&P's view, it will take more than a year for this business
line to return to profitability, and more financial support will
be required.  S&P's view takes into account the difficult
operating conditions for motor insurance providers.  Rosgosstrakh
remains exposed to legal claims, increasing the scope for
unpredictable liability settlements on motor risks.  S&P
anticipates that the positive effect from noncash reimbursement
implemented earlier this year will materialize only in 2018, when
the portfolio of old contracts mature.

Considering the funding provided by BOFC to RGS Group and the
likelihood that Rosgosstrakh will post further losses in 2017, S&P
cannot exclude the possibility that BOFC may provide additional
funds to Rosgosstrakh, directly or indirectly, in the future.  In
S&P's view, there is a high probability that Otkritie Holding will
assume control of RGS Group's assets, including Rosgosstrakh,
Russia's largest insurer.

S&P decided to withdraw the national scale rating on Rosgosstrakh
in light of a change in Russian law that has had the effect of
making S&P's Russia national scale credit ratings ineligible for
regulatory purposes after July 14, 2017.

The CreditWatch reflects uncertainty about how RGS Group's assets
will be structured and whether other investors will share the
burden.  S&P aims to resolve the CreditWatch within 90 days, after
obtaining information on progress regarding Rosgosstrakh's
potential acquisition and possibilities for improvement of its
capital position in the future.

S&P will lower the ratings by at least one notch if it believes
that Rosgosstrakh's financial and business risk profiles will
continue to weaken, constraining its competitive position,
financial risk profile, or liquidity.  If no investors are found
to acquire Rosgosstrakh and the company doesn't receive further
financial support, this could trigger a multi-notch downgrade.
Moreover, if S&P was to consider the insurer's liquidity to be a
continuous constraint on its operations, S&P would likely cap the
rating at 'B-' at best.

A rating affirmation will depend on Rosgosstrakh's ability to
improve its financial performance and business risk profile based
on the capital support provided.  It will also depend on the
shareholder structure, which can potentially weigh on the group
credit profile and rating.  In particular, if a weaker group
acquires Rosgosstrakh and S&P concludes that the company's credit
profile isn't insulated from its new parent, S&P will likely cap
its ratings on Rosgosstrakh at the group credit profile level.



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


FCC AQUALIA: Fitch Assigns BB+ Long-Term IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned FCC Aqualia S.A.'s EUR700 million five-
year corporate bond and EUR650 million 10-year bond final senior
secured ratings of 'BBB-'. The agency has also assigned Aqualia a
final Long-Term Issuer Default Rating (IDR) of 'BB+'. The Outlook
is Stable.

Final ratings have been assigned after Fitch received final debt
documentation confirming the information already analysed and
after FCC S.A. group (FCC), the ultimate controlling parent,
executed its financial restructuring and confirmed the release of
all the guarantees from Aqualia to FCC and the legal isolation
from its parent.

Aqualia's IDR reflects its low recourse business risk as a water
and wastewater networks operator in Spain with long-term
concession agreements operated under a regime of local natural
monopoly. In addition, water-related engineering procurement and
construction (EPC) activity is marginally adding risk to the
overall business profile.

Fitch ratings also reflect the aggressive leverage following the
refinancing. Fitch foresees Aqualia's recourse FFO (funds flow
from operations) adjusted net leverage to progressively improve
from 7.7x after refinancing closing to around 5.5x by end-2021 on
the back of steady cash-flow generation, limited capex and
constrained dividends.

KEY RATING DRIVERS

Recourse Business Profile Credit-Supportive: Aqualia's recourse
business profile is supported by its core activity as a water and
wastewater networks operator in Spain with long-term concessions
operated under local monopoly regimes. Revenue predictability is
further supported by the comfortable time to maturity of the
existing concessions portfolio and Fitch's assumptions of a
manageable renewal risk. Fitch forecasts stable water consumption
and a low pace of tariff increases due to tougher negotiations
with the Spanish local authorities with regard to the water
tariffs. Municipal water concessions represented 85.4% of
consolidated recourse EBITDA in 2016 and Fitch expects this share
to be fairly stable over the rating horizon.

Construction Risk Worsens Risk Profile: Water-related EPC activity
is marginally adding risk to the overall business profile. Fitch
expects the weight of this activity to be limited to 10% of
recourse EBITDA. Fitch views volatility in EPC earnings as
associated with the life-cycle of specific contracts. Existing
orders bring visibility for the next two to three years though,
geographical diversification, low technology risk and limited risk
related to cost overruns are also supportive.

Less Developed Regulatory Framework: In Fitch's views, the
decentralised regulatory environment for water companies in Spain
is less robust and transparent than in some other European
countries. It is, however, relatively stable and predictable
benefiting from a full cost-pass-through tariff mechanism under
long-term concessions.

Aqualia is exposed to volume risk as revenues are usually linked
to the volume of water billed. However, Fitch views volume risk as
mitigated by the company's strong track record of increasing
tariffs per cubic metre in the subsequent periods to offset lower
volumes. The high proportion of less volatile household and small
enterprise customers in Aqualia's customer mix brings further
stability to Aqualia's revenues. In Spain, the operational
efficiencies are typically kept by the concessionaire while some
other frameworks include formal sharing with customers.

Political interference in Tariff-Setting: Water competences are
largely at the municipal level and Spain lacks a national
independent regulator. Fitch believes that there is elevated high
risk of political intervention in tariff-setting in Spain compared
to jurisdictions with independent regulators. Fitch forecasts
higher pressure on margins potentially coming as a result of
tougher negotiations with municipal councils. However, Fitch
understands that the "economic balance" of the concession is
contractually preserved under certain concessions' provisions.

Aggressive Debt Funded Shareholder Distribution: The EUR1.35
billion capital markets debt drawdown at refinancing closing is
sizeable considering the business profile of the company. Ultimate
cash upstreamed to the parent reflects the need to reduce
financial debt burden at that level. However, Fitch understands
that this as a one-off event at the time of the refinancing and it
expects Aqualia's total financing and funding independence after
that. Some covenants prohibit new financings, guarantees to FCC,
and dividend distribution to the ultimate shareholder is subject
to a leverage test (net recourse debt to recourse EBITDA not
greater than 5.0x).

Covenanted Structure Supports Deleverage: The company's highly
cash-generative profile and some provisions embedded in the bond
documentation will allow Aqualia to reduce the initially high
leverage to a level in line with the lock-up covenant by 2021. The
main covenants refer to limitations on new recourse indebtedness
and distributions to FCC and prohibited new financing (or
guarantees) granted to FCC.

The envisioned capital structure policy of Aqualia targets 3.5x
net recourse debt to recourse EBITDA in the long term. Fitch
foresees this ratio slightly below the covenanted level (5.0x) by
2021 with further deleveraging possible after that. Given the lack
of a regulatory ring-fencing for Aqualia's operations and the 100%
ownership by FCC, Fitch views the bond provisions as crucial to
support its standalone views of Aqualia.

Senior Secured Uplift: Senior secured bonds are rated one notch
above the IDR. This uplift is supported by a combination of
creditor-friendly provisions in the financing package (ie the
security provided, the DSCRA (debt service coverage reserve
account) for 12 months and the covenanted structure). Any of these
in isolation would not support the uplift -- in
particular the security has low nominal value compared with the
raised debt -- but Fitch believes that together they could delay
default and improve recovery.

DERIVATION SUMMARY

Aqualia is a water and sewage network operator which in contrast
to most European peers (ie in the UK or Czech Republic, where the
group owns a 51% non-recourse stake in SmVak (BB+/Stable)) does
not own the asset base. However, its investments are supported by
its concession's value. The company is fairly well positioned
relative to peers when considering the water-cycle management
activities. However, the activity related to water infrastructure
construction adds some volatility to cash flows compared with pure
water assets operators (ie Canal de Isabel II Gestion;
BBB+/Stable).

Moreover, the company operates in a decentralised and less
developed regulatory environment than in some other European
countries with slightly higher business risk if compared with
Italian and UK peers. Aqualia's leverage is the highest among its
peer group, resulting in a lower rating. No Country Ceiling or
operating environment aspects impact the rating. The rating is not
constrained by the parent due to the contractual ring-fence.

KEY ASSUMPTIONS

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

- new capital structure after the issuance of two debut bonds
   totaling EUR1.35 billion, proceeds will be largely up streamed
   to FCC by means of cancelling existing intercompany funding
   (29% of total), a special dividend (33%) and two subordinated
   loans granted to FCC (38%)

- recourse revenue growth at 2.5% on average for 2017-2021
   reflecting the stable operating environment (stable water
   consumption, limited population growth in service areas, and
   tariff increases relatively protected from CPI pressures on
   costs)

- recourse EBITDA margin stable of around 19% for 2017-2021

- average recourse capex of EUR67 million over 2017-2021,
   slightly higher than historically

- no dividend payments between 2018 and 2021 due to covenant
   restrictions; dividends maximisation subject to compliance of
   the leverage test covenant from 2021

RATING SENSITIVITIES

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

- Stronger recourse cash-flow generation leading to recourse FFO
   adjusted net leverage by 2021 below 5.0x and recourse FFO
   fixed charge coverage by 2021 above 5.0x on a sustained basis

- In addition, lower business risk, such as an independent and
   centralised water regulator or increased transparency in the
   regulatory framework could be credit-positive

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

- Weaker cash-flow generation leading to recourse FFO adjusted
   net leverage above 5.5x by 2021 and recourse FFO fixed charge
   coverage below 3.5x by 2021 on a sustained basis

- In addition, higher business risk such as a lower share of
   regulated activities in the business mix in favour of riskier
   ones (EPC, or operation and maintenance), a material increase
   in non-recourse funding, or increased financial stress at the
   parent level would lead to negative rating action.

Fitch expects leverage to be above the negative guideline for most
years before 2021. However, a slower than expected reduction in
leverage would still be negative.

LIQUIDITY

Sufficient Liquidity: After the refinancing, the company will have
readily available cash and cash equivalents of EUR33 million and
it will have access to EUR8 million undrawn credit facilities
(maturing in 2017, although rolled over annually). There are no
contractual debt repayments until 2022 and the operating cash
requirements are low. Aqualia's liquidity is supported by a stable
and predictable operating environment as well as a highly cash-
generative business.

The capital debt structure is largely based on the issuance of two
bonds for a total amount of EUR1.35 billion and bullet repayment.
Other recourse funding is limited to around EUR25 million, which
Fitch expects to be maintained across the rating horizon. In
addition to the on-balance amounts shown, Fitch's adjusted gross
debt includes EUR91 million of non-recourse factoring, that Fitch
forecasts to decline progressively and to be fully cancelled by
2020.

The remaining bondholders of EUR30.3 million of the EUR450 million
of FCC's convertible bonds are included as secured creditors, if
approved by the relevant body among the convertible bondholders,
under the final bond documentation due to the negative pledge in
the documentation, in which Aqualia was included as material
subsidiary. Fitch understands that there is no payment default
outstanding on the convertibles, and it does not expect Aqualia to
be liable for these bonds. Fitch assumes that FCC will execute the
optional repayment clause in October 2018 and repay the remaining
bondholders without recourse to Aqualia.


RURAL HIPOTECARIO VIII: Fitch Affirms CC Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has downgraded the class B notes of Rural
Hipotecario VI and VII, upgraded the class A2a and A2b notes of
Rural Hipotecario VIII and affirmed the remaining eight tranches:

Rural Hipotecario VI, FTA
Class A (ES0374306001); affirmed at 'AA+sf'; Outlook Stable
Class B (ES0374306019); downgraded to 'A+sf' from 'AA-sf'; Outlook
Stable
Class C (ES0374306027); affirmed at 'BBB+sf'; Outlook Stable

Rural Hipotecario VII, FTA
Class A1 (ES0366366005); affirmed at 'AA+sf'; Outlook Stable
Class B (ES0366366021); downgraded to 'A+sf' from 'AA-sf'; Outlook
Stable
Class C (ES0366366039); affirmed at 'BBB-sf'; Outlook Stable

Rural Hipotecario VIII, FTA
Class A2a (ES0366367011); upgraded to 'AA+sf' from 'AA-sf';
Outlook Stable
Class A2b (ES0366367029); upgraded to 'AA+sf' from 'AA-sf';
Outlook Stable
Class B (ES0366367037); affirmed at 'A+sf'; Outlook Stable
Class C (ES0366367045); affirmed at 'BBBsf'; Outlook Stable
Class D (ES0366367052); affirmed at 'BB+sf'; Outlook Stable
Class E (ES0366367060); affirmed at 'CCsf'; Recovery Estimate (RE)
revised to 60% from 75%

The transactions comprise residential mortgage loans originated
and serviced by multiple rural saving banks in Spain, that form
part of the Rural Hipotecario RMBS series.

KEY RATING DRIVERS

Interest Deferability
The downgrade of the class B notes of Rural Hipotecario VI and VII
to 'A+sf' reflects the temporary interest deferability estimated
by Fitch under scenarios commensurate with 'AA' category stresses,
even though those deferrals are permitted under the terms of the
transaction documents. In line with Fitch's Global Structured
Finance Rating Criteria, deferability of interest is not
compatible with 'AAsf' and higher rating categories.

Credit Enhancement (CE) Trends
All three transactions include pro-rata amortisation mechanisms so
long as performance and tranche thickness (tranche size relative
to total outstanding) triggers are fulfilled. While Fitch expects
CE to remain stable for Rural Hipotecario VI's and VII's senior
tranches as the pro-rata amortisation continues, CE ratios for
Rural Hipotecario VIII's senior notes A2a and A2b should increase
as the transaction is paying sequentially. This is reflected in
upgrades.

Stable Asset Performance
The securitised mortgage portfolios have built some substantial
seasoning between 12 and 14 years. As such, the weighted average
current loan-to-value (LTV) ratios have dropped below 40%,
compared with the weighted average original LTV of around 70%.

The transactions continue to show sound asset performance trends
with three-month plus arrears (excluding defaults) ranging between
0.7% and 1.1% of the portfolio outstanding balance, and cumulative
gross defaults (defined as loans in arrears for more than 18
months) ranging between 0.8% and 2% of the initial portfolio
balance at the time of the review.

Portfolio Risk Attributes
All three portfolios have a significant exposure to self-employed
borrowers, ranging between 19.4% for Rural VI and 24.2% for Rural
VII, which are considered high-risk borrowers and are subject to
an increased foreclosure frequency of 60%. Additionally, the
portfolios are exposed to some geographical concentration, with
Andalucia plus Valencia representing 45.3%, 58.4% and 49.7% of
Rural VI, VII and VII collateral balance respectively.

Restructured Loans
Fitch has received additional data suggesting that between 1.6%
(Rural Hipotecario VI) and 2.4% (Rural Hipotecario VIII) of the
outstanding collateral balance has been subject to maturity
extensions. In the absence of sufficient payment history data for
such loans, Fitch has added their balance to the three months plus
arrears bucket, which carry a higher default probability than
standard loans as per the agency Spanish RMBS criteria.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could
have negative rating implications, especially for junior tranches
that are less protected by structural CE.

The ratings of the senior most notes are sensitive to changes in
Spain's Country Ceiling of 'AA+sf' and also to changes to the
highest achievable 'AA+sf' rating for Spanish structured finance
notes.


VIESGO GENERACION: S&P Affirms 'B+' Rating, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed the 'B+' rating on Spanish power
utility Viesgo Generacion SLU.  The outlook is stable.

At the same time, S&P affirmed at 'BB-' the issue rating on the
group's senior secured debt, comprising a EUR125 million loan and
a EUR49.5 million senior secured revolving credit facility due in
2021.  The recovery rating on this debt is unchanged at '2',
indicating S&P's expectation of substantial (70%-90%; rounded
estimate 85%) recovery for lenders in the event of a payment
default.

The rating affirmation reflects the increasing importance of
Viesgo Generacion within the Viesgo group.  Following the
successful refinancing in December 2016 of the EUR275 million
senior secured loan with a new EUR125 million secured loan, the
power supply business has been included in the financing perimeter
of Viesgo Generacion.  In S&P's view, this has improved Viesgo
Generacion's business prospects via growth opportunities.
Moreover, this shows the willingness of management and
shareholders to be present in the entire value chain.  The recent
refinancing demonstrates willingness to run the business with a
sound balance sheet.  Finally, S&P notes that Viesgo Holdco and
Viesgo Generacion have the same management and their strategic fit
could become even stronger.  S&P notes that the two entities share
the same name.  S&P has revised the group status of Viesgo
Generacion to moderately strategic.

Viesgo Generacion comprises the unregulated activities of the
parent Viesgo Infraestructuras Energeticas (VIE), formerly E.On
Spain.  Nonregulated activities now include the merchant power
generation activities of Viesgo and its supply business.  In
financial year 2016, adjusted EBITDA was EUR75 million with
generation activities representing about 75% and supply activities
the remaining 25%.  Viesgo Generacion is indirectly owned by
Macquarie European Infrastructure Fund IV (60%) and a vehicle
managed by Wren House Infrastructure Management Limited (40%).

Viesgo Generacion's business risk profile is constrained by its
full exposure to merchant activities, its small size compared to
peers, some relatively inefficient plants in its current
portfolio, earnings volatility that stems from the group's
inherent exposure to commodity prices and, to a lesser extent,
hydrology risks.  That said, Viesgo benefits from a strong, well-
balanced, and flexible mix of generation technologies, with hydro
enjoying priority of dispatch and coal having a solid mid-merit
order position.  S&P sees the supply business as providing a
natural hedge to the more volatile generation business.  S&P
believes that the group's prudent hedging policy and its balanced
and diversified portfolio by fuel mix provides some hedging
against fluctuating commodity prices.

S&P expects Viesgo's management to optimize its current generation
asset base to improve cash flow resilience and profitability.
Viesgo Generacion owns a diverse generation portfolio that
includes three hydro plants in the northwest of Spain, three CCGT
plants, and two coal plants, all totaling about 3.0GW of installed
capacity.  Management is focusing on the most efficient generation
assets, and closing down the others.

Viesgo Generacion also provides gas and electricity services to a
portfolio of more than 700,000 end-customers in Spain and
Portugal.  Over the next five years, management aims to increase
the customer base via innovative Customer Relationship Management
(CRM) initiatives and digitalization, while focusing on the more
profitable customer base segments: residential and, less so, small
and midsize enterprises.  This implies losing contracts with
industrial customers in the short term, but increasing
profitability in the long term.  S&P notes that, despite having
been quite successful in the supply business over the past two
years, the customer base is small compared with other players in
Spain, like Iberdrola and Endesa.

Viesgo Generacion's highly leveraged financial risk profile is
penalized by the group's high debt, 80% of which comprises about
EUR600 million of shareholder loans, which S&P regards as debt
because it is amortizing.  In addition, following the December
2016 debt refinancing, Viesgo Generacion is allowed to pay out up
to 100% of the coupon on the shareholder loans.  Given the
flexible cash payment policy on existing shareholder loan coupons,
S&P views the EBITDA to interest expense as the reference credit
metric being independent from cash interest payments.  Potential
improvement in the credit metrics could be triggered by a
reduction in the payment of interest expense or upon the
amortization of the shareholder loan, but currently the track
record on this is limited.

S&P expects EBITDA to interest expense of about 2.0x over 2017-
2019.  S&P also takes into account Viesgo Generacion's flexible
shareholder remuneration, given the possibility to accrue coupon
payments on the shareholder loans and S&P's expectation that no
dividend will be paid out over 2017-2019.

S&P gives its rating on Viesgo Generacion a one-notch uplift
because, with the integration of the supply business within the
financing perimeter of Viesgo Generacion, S&P sees the business
risk profile as being at the higher end of S&P's weak category.
S&P also views positively the flexibility in the payment of
interest expense on the shareholder loan and its amortization.

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

   -- Real GDP growth in Spain of 2.5% in 2017, 2.1% for 2018,
      and 1.8% for 2019, which should translate into modest
      electricity demand growth.  Base-load power price
      consolidating at about EUR45-EUR50 per megawatt-hour over
      2017-2018, unhedged.

   -- About EUR28 million of capital expenditure (capex) on
      average over 2017-2018.

   -- 100% of interest on the shareholder loans to be paid in
      cash from 2017.

Based on these assumptions, S&P arrives at these credit measures
for Viesgo Generacion for 2017-2019:

   -- Adjusted debt to EBITDA averaging 8.0x.
   -- Adjusted funds from operations (FFO) to debt between 5% and
      7%.
   -- EBITDA to interest expense of about 2.0x.

The stable outlook on Viesgo Generacion reflects S&P's view that
still low (but increasing) power prices in Spain in the next 12
months will limit Viesgo Generacion's potential for reducing debt.
S&P notes that this is partly mitigated by the group's fairly
supportive shareholder distribution policy, which includes cash
interest paid on the shareholder loan, and integrating the supply
business in the financing perimeter has created a natural hedge
against the generation activities.  S&P believes Viesgo Generacion
will maintain an EBITDA interest coverage ratio of about 2.0x in
the next 12 months and see this as commensurate with the current
rating.

S&P could lower the rating in the next 12 months if Viesgo
Generacion's EBITDA interest coverage ratio falls sustainably
below 2.0x.  This could happen, for example, as a result of
potential operational difficulties at one of its key plants,
adverse regulatory reforms affecting the payment of ancillary
services, or a sustained decrease in clean dark and spreads (the
difference between the power price and the prices of coal and gas,
respectively), combined with the still-weak environment for
combined cycle plants.  S&P would also lower the rating as a
result of an aggressive shareholder distribution policy.  Finally,
S&P could also consider a downgrade if S&P saw Viesgo Generacion
as less important for its shareholders, notably if shareholders
support is not provided when needed and if S&P was to perceive
that the strategic fit with the overall Viesgo group was
weakening.

S&P could upgrade Viesgo Generacion if S&P sees its cash coverage
metrics improve -- notably EBITDA interest coverage sustainably
above 4.0x.  An upgrade also hinges on sustainable operating
performance especially in terms of EBITDA generation, barring any
negative developments on payment of receivables, ancillary
services, or as the group's currently credit supportive financial
policy.  An upgrade could also stem from reduced interest paid on
the shareholder loan or on its amortization or from an increasing
perceived strategic fit within the overall Viesgo group.



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


INTRUM JUSTITIA: Moody's Assigns (P)Ba2 CFR, Outlook Positive
-------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba2
Corporate Family rating (CFR) to Intrum Justitia AB, a credit
management services (CMS) company and purchaser of non-performing
loans (NPLs). Moody's has also assigned a provisional (P)Ba2
rating to the proposed EUR3 billion long-term senior notes to be
issued by Intrum. The outlook on the issuer is positive.

Moody's issues provisional ratings in advance of the final sale of
securities. These ratings represent the rating agency's
preliminary credit opinion. A definitive rating may differ from a
provisional rating if the terms and conditions of the final
issuance are materially different from those of the draft
prospectus reviewed.

The rating action is based on Moody's expectation that the merger
between Intrum and Lindorff, the operating company of Lock Lower
Holdings AS (LT CFR, B2 ratings under review), will be
successfully completed following the European Commission's
approval on June 12, 2017. The approval is subject to divestments
of Lindorff's entire business in Denmark, Estonia, Finland and
Sweden as well as Intrum's entire business in Norway.

RATINGS RATIONALE

Both Intrum and Lindorff are leading pan-European CMS companies
with combined operations in over 20 countries. The companies
acquire NPLs and provide debt collection for third party lenders,
with clients ranging from banks and other financial institutions
to traditional non-financial corporates. Intrum has been listed on
NASDAQ OMX Stockholm stock exchange since 2002 and the combined
Intrum and Lindorff will continue to be publically listed,
although the merged entity will see Nordic Capital, the private
equity owners of Lock Lower Holdings and Lindorff, take a 45%
ownership share.

The majority of the EUR3 billion bond issuance will be used to
refinance Lindorff's EUR2.4 billion currently outstanding debts.
Moody's estimates that refinancing Lindorff's EUR1.9 billion
outstanding bonds will result in annual savings well above EUR60
million, with potential further savings from Lindorff's other
debts.

The (P)Ba2 CFR reflects the combined company's: (i) leading
European market position; (ii) diversified business model, with
52% of revenues coming from third party debt collection; (iii)
strong financial metrics, reflected in solid profitability metrics
and lower leverage compared to most peers; and (iv) proven track
record of strong corporate governance and risk management. These
strengths are balanced against: (i) execution- and operational-
risk stemming from the merger process; and (ii) model risk in
terms of valuation and pricing of its purchased debt portfolio
(i.e. the risk of the models over-estimating the projected cash
flow generation of a portfolio of purchased debt).

Intrum's size and diversification is a strength to the ratings
compared to European peers. The combined Intrum and Lindorff will
be the largest CMS company in Europe, with combined pro-forma 2016
adjusted EBITDA of SEK7.5 billion and total assets of SEK48
billion, more than double that of any other rated European peer.

The combined company will have higher product diversification than
rated European peers, with 52% of revenues coming from third party
debt collection, 45% from purchased debt, and 3% from other
business lines. Moody's considers the high proportion of fee
income stemming from debt collection a credit strength because
third party debt collection usually has a fixed management fee
that reduces revenue volatility compared to peers, who tend to
have a greater focus on debt purchasing.

Moody's expects the combined Intrum and Lindorff to report solid
financial metrics, forecasted to be among the most profitable of
the rated CMS companies and to have lower leverage than most
peers. Pro-forma 2016 net income to average total assets was 2.9%;
lower than the rating agency's forecasts because of Lindorff's low
profitability, partially driven by high interest expenses.
Interest expense was 85% of EBIT in 2016 for Lindorff, compared to
7% for Intrum. Moody's expects the combined entity's leverage to
be around 3.7x EBITDA following the completion of the merger
relative to the average of the peer group at 4.6x and Lindorff's
pre-merger leverage of 6.2x EBITDA at the end of 2016.

Both Intrum and Lindorff have a long track record of strong
corporate governance and risk management, having operated with a
"three lines of defence" approach to risk management, and have
employed dedicated chief risk officers (CRO) longer than most
peers. Moody's expects that the combined company will maintain a
strong risk and governance culture, with likely independent risk
management, compliance, and an internal audit function with a
reporting line directly to the board.

While Moody's views strong corporate governance and risk
management practices as credit strengths for Intrum, the rating
agency recognise considerable execution risk related to the merger
process. Completing a successful merger process by fully
integrating all operational aspects of the acquired company could
take years and gives rise to elevated execution and operational
risks. Moody's views these risks as higher for this merger than
many of the other recent mergers within the CMS segment, given the
size of Intrum and Lindorff and the need to divest assets to
comply with European competition authorities' requirements.

The receivables that Intrum acquires are generally non-performing
and are therefore, in Moody's view, speculative in nature. In
addition to this, Moody's notes two key risks inherent in Intrum's
business model: (i) model risk in relation to the valuation and
pricing of its purchased receivables; and (ii) event risk arising
from potential litigation or legislative actions.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's view that the combined
Intrum and Lindorff will improve its financial metrics following
the merger and successfully divest Lindorff's businesses in
Denmark, Estonia, Finland and Sweden as well as Intrum's entire
business in Norway during the outlook period, somewhat mitigating
the high execution risks related to the merger. In Moody's view,
the reduced execution risk outweighs the negative impact to the
company's market position in the Nordics following the
divestments.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could upgrade Intrum's CFR following: (i) the successful
divestment of business units in order to comply with European
competition authorities' requirements, reducing execution risk;
(ii) an improvement in its leverage position, with gross debt to
adjusted EBITDA sustainably below 3.0x; and/or (iii) a
significantly reduced level of execution- and operational risk as
a result of material progress in completion of its merger.

Conversely, Moody's could downgrade Intrum's CFR should: (i) the
combined company perform materially worse than expected, with
sustained net income to average total assets well below 1% and
EBITDA interest coverage falling well below 3.5x, while the
company's leverage rose well above 5.0x; (ii) Intrum's liquidity
position materially worsen, for example if the RCF is fully
utilised over a prolonged period and the company is unable to
reduce utilisation; and/or (iii) the company fails to
appropriately manage the risks related to the merger process.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies published in December 2016.


STENA AB: S&P Lowers CCR to 'B+' on Flagging Drilling Segment
-------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating
on Swedish conglomerate Stena AB to 'B+' from 'BB-'.  The outlook
is stable.

At the same time, S&P lowered its issue rating on the group's
$350 million senior secured notes and the $650 million term loan B
to 'BB-' from 'BB'.  The recovery rating is '2', indicating S&P's
expectation of substantial recovery (70%-90%; rounded estimate
85%) for creditors in the event of a payment default.

S&P also lowered its issue ratings on Stena's unsecured debt to
'B+' from 'BB-'.  The recovery rating is '4', indicating average
recovery expectations (30%-50%; rounded estimate 30%).

The downgrade reflects S&P's expectation that drilling market
conditions will remain depressed at least into 2018, which will
make obtaining new contracts for ultra-deep-water vessels, such as
those in Stena's fleet, challenging.  Stena does not have any firm
contracts from fourth-quarter 2017, potentially resulting in a
steep drop in EBITDA for the drilling segment from close to
Swedish krona (SEK) 4 billion to less than SEK1 billion in 2017
and to below SEK500 million in 2018, under S&P's base-case
assumptions.  Consequently, S&P expects that the group's overall
S&P Global Ratings-adjusted EBITDA will decline to SEK7.5 billion
by end-2017 from SEK10.5 billion in 2016.  This leads to adjusted
debt to EBITDA above 7x and no recovery in 2018, contrary to S&P's
previous expectations.

Drilling market conditions remain very challenging as oil and gas
companies' continue seeking opportunities to reduce costs,
including cuts in their investments in deep- and ultra-deep-water
projects.  This is combined with a material oversupply of drilling
ships and rigs, which have reduced the number of possibilities for
ship and rig deployment, and leads to fierce price competition in
the industry.  Although S&P notes that the company has recently
secured a number of short-term contracts, the difficulty to keep
units working will remain very high for the next two years, in
S&P's view, and ship stacking costs will therefore increase.  This
is only partly offset by management's effective cost-cutting.

The rating on Stena continues to be supported by the diversity of
company's operations and, in turn, markedly more stable operating
results than pure drillers.  A material share of the group's
activities comprises residential real estate in Sweden, where
vacancy levels are low and rents are regulated.  This translates
into low-risk, sound, and predictable cash flows.  Furthermore,
the ferry business has grown steadily and is supported by stable,
albeit moderate, GDP growth in Stena's served markets.  Similarly,
much of the roll-on/roll-off (RoRo) fleet provides stable cash
flows with sound contract coverage.  S&P's assessment of Stena's
business risk continues to be based on the resilience of these
business lines, despite the weakness in the drilling division.
S&P also factors in its view of management's good track record of
cost reductions and successful completion of large investments.
Nevertheless, as S&P has fully captured these strengths into its
competitive position assessment, it does not warrant additional
uplift in the rating.

S&P's assessment of Stena's financial risk profile as highly
leveraged is based on consolidated adjusted debt to EBITDA above
7x.  At the same time, S&P factors in its view that the group's
real estate segment can support higher leverage than a typical
corporate due to the stability of its cash flows.  The fair value
of Stena's properties was about SEK35 billion at end-2016 compared
with adjusted debt of SEK56 billion, while real estate EBITDA was
only 16% of the group's total.

S&P now forecasts both 2017 and 2018 to be the trough years for
drilling, and that the company will report annual funds from
operations (FFO), as adjusted by S&P Global Ratings, of about
SEK4.0 billion for 2017 and 2018, compared with SEK7.4 billion in
2016.  Free operating cash flows (FOCF) will therefore be neutral
to moderately negative, and S&P expects broadly stable debt levels
in the coming years.  In S&P's view, the company's leverage is
above those of companies at the same rating level, and limited
deleveraging prospects in the next couple of years constrain the
rating.

The stable outlook reflects S&P's view of the group's strong
liquidity and that the group's financial performance and credit
ratios will stabilize at current levels as the drilling segment
has already hit bottom in 2017.  S&P also factors in stability for
the ferry, shipping, and property operations in terms of cash flow
generation, which S&P believes is necessary to maintain credit
quality at the current level.  S&P anticipates adjusted debt to
EBITDA at about 7.5x over the next 12 months.

S&P could downgrade Stena in the next 12 months if the group's
performance deteriorates further, such that debt to EBITDA
increases above 7.5x.  This could result from, for example, weaker
market conditions in the ferry business.  S&P could also lower the
ratings if Stena's liquidity deteriorates, which could be the case
if the company stops proactively seeking new financing.

Although unlikely in the next 12 months, given S&P's expectation
of challenging drilling markets, S&P could raise the rating if
Stena quickly restores its financial performance, materializing in
debt to EBITDA consistently below 6x.



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


ITHACA ENERGY: Moody's Affirms B3 CFR & Alters Outlook to Pos.
--------------------------------------------------------------
Moody's Investors Service has affirmed Ithaca Energy Inc.
(Ithaca)'s B3 Corporate Family Rating (CFR), B3-PD probability of
default rating (PDR) and upgraded the senior unsecured notes
rating to Caa1 from Caa2. The notes are guaranteed on a senior
subordinated basis by certain Ithaca subsidiaries. The outlook on
all ratings is changed to positive from stable.

RATINGS RATIONALE

The change of outlook to positive reflects the increase in
production expected at around 18,000-19,000 BOE/day in 2017 from
9,310 BOE/day in 2016 following the start-up of production at
Greater Stella Area (GSA) in mid-February this year. This should
enable the company to generate positive free cash flow and result
in deleveraging with adjusted debt/EBITDA at around 3.0x-4.0x in
2017-18 from 4.7x in 2016. The outlook takes into account reduced
development and production risk on the key Stella project as the
company is on track to ramp up Stella production to full
production capacity of 16,000 BOE/day net to Ithaca, which will
enable the company to more than double its current average daily
production to 25,000 BOE/day beyond 2017. Timely completion of the
Stella production ramp up will be key to the company's production
and cash flow growth in 2017-19.

Moody's believes that Ithaca's business profile remains
constrained due to its small scale and highly concentrated
reserves base with a weak reserve life of 4.2 years with 27
million BOE of 1P (proved) reserves at the end of 2016 versus 6.5
million BOE of expected 2017 production. However, this is
partially mitigated by Ithaca's 2P (proved and probable) reserves
life of 11 years. Field Development Plan approval on the
additional interests acquired in the Vorlich discovery and an
operated interest in the Austen discovery will address this risk
to some extent and should improve the 1P reserves of the company.
However, Stella, like many other North Sea fields, will have a
fairly high decline rate and Ithaca will need to develop other
nearby fields in 2018 and beyond to maintain and grow production,
for example, development of the follow-up Harrier field which is
part of the joint Stella/Harrier Field Development Plan. The
expected deleveraging should provide the company with financial
headroom to make such investments.

Ithaca was recently acquired by Delek Group Ltd. (unrated) and is
now a 100% owned subsidiary of Delek. As a result, Ithaca is now
delisted from the AIM and Canadian Stock Exchanges. Delek group
has a dominant presence in the energy sector in Israel, mainly
involved in natural gas exploration and production (E&P)
activities, which accounted for around 96% of its operating
profits in 2016. The company also has a presence in other segments
like fuel products, water desalination and automotive, however,
these segments contribute marginally to the operating profits.
This takeover is in line with Delek's strategy to expand outside
of the Israeli market to become a more regionally diversified E&P
company. Moody's does not view Delek's financial profile as
stronger considering its high leverage with adjusted debt/EBITDA
at around 7.0x-8.0x as of LTM March 2017. The B3 rating of Ithaca
does not take into account any uplift from the new parent.

Looking ahead, Moody's expects adjusted debt/EBITDA to fall to
around 3.0x-4.0x in 2017-18 from its peak of 4.7x in 2016,
assuming an oil price in the middle of the range of $40-60/bbl.
The company's capex spending is expected to reduce materially to
around $70-85 million per annum in 2017-2018, from $400 million in
2014 and $165 million in 2015. This will result in increased free
cash flow (FCF) generation of around $50-70 million in 2017 and
$100-150 million in 2018.

Rating Outlook

The positive outlook factors lower production ramp up risk on the
GSA project, which should enable the company to double its current
production, resulting in positive FCF generation and deleveraging,
while maintaining a good liquidity profile.

What Could Change the Rating - Up

Timely Stella ramp-up, sustainable production of 25,000 BOE/day,
further debt reduction from free cash flow with adjusted RCF/Total
Debt rising above 25% and sustained investment in new development
projects to increase their 1P reserve base could support an
upgrade.

What Could Change the Rating - Down

Further significant delays in Stella field ramp-up and declining
free cash flow generation, resulting in weaker liquidity profile
could cause a rating downgrade. Rating could also be downgraded if
there is a declining 1P reserve life or adjusted RCF/Total Debt
falling below 15% on a sustained basis.

Structural Considerations

Ithaca's major borrowings, including the RBL and senior notes, are
guaranteed by essentially all of its producing subsidiaries. The
RBL facility is secured by share pledges and floating charges of
the subsidiary guarantors. The guarantees and security pledges are
subject to a priority of claim in accordance with their terms,
ranking the RBL most senior with the senior notes effectively and
structurally subordinated. The upgrade on the senior notes rating
to Caa1 from Caa2 reflects the reduced proportion of secured debt
compared to unsecured debt in the capital structure, however, is
one notch below the B3 CFR, reflecting the secured liabilities
ranking ahead of the notes in the capital structure.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

Ithaca Energy Inc. is a UK-based independent exploration and
production company with all of its assets and production in the
United Kingdom Continental Shelf (UKCS) region of the North Sea.
The company has pursued growth via acquisitions of producing field
interests and appraisal and development of assets that have
potential for step outs in contiguous areas. As of year-end 2016,
Ithaca held 2P reserves of 76.5 million BOE with production
averaging 9,310 BOE/day in 2016.


NEW LOOK: Fitch Puts 'B-' IDR on Rating Watch Negative
------------------------------------------------------
Fitch Ratings has placed New Look Retail Group Ltd's 'B-' Long-
Term Issuer Default Rating (IDR) on Rating Watch Negative (RWN).

The RWN reflects New Look's deteriorating operating performance,
Fitch's expectations of falling consumer confidence in the UK,
rising input prices following the fall in sterling, economic
uncertainty following the recent general election, exacerbated by
heavy competition from pure online players.

The RWN for the IDR and also the ratings for the instruments will
be resolved following full review with management on their 2018
business strategy. The stabilisation of the Outlook will be
subject to Fitch's confidence in management's ability to turn
around their operating performance, maintain their business
profile, remain competitive in a rapidly changing environment and
improve their financial and liquidity profile back within Moody's
negative sensitivity guidance.

KEY RATING DRIVERS

Exposure to UK Uncertainty: Fitch expects continuing pressure on
UK like-for-like (LFL) sales as the UK's exit from the EU, which
continues to weigh on consumer spending. New Look's significant
exposure to the UK, which together with rising input prices
following the fall in sterling, economic uncertainty following the
recent general election, intense competition and the significant
challenges ahead over the coming years supports Fitch's RWN for
the company's rating.

Eroding Margins: In its base case, Fitch has revised its
expectations for EBITDA margin to only slightly recover to 11.9%
in the financial year to March (FY18) from 10.4% in FY17. Fitch
has also revised downwards its views on the business model to
'Intact' from 'Sustainable' given the structural change in the
fast fashion sector in the UK. Fitch expects margins to remain
under pressure, mainly due to the heavy discounting in the UK, in
addition to sterling's depreciation against the US dollar, which
will further impact pricing and competitiveness when New Look's
legacy hedges roll off during 2017. This should be partially
offset by growth in e-commerce channels.

New Look experienced a significantly poor fourth quarter in FY17,
with EBITDA down GBP22 million to GBP151 million from Fitch's
full-year forecast of GBP173 million. Of the GBP22 million decline
that occurred in the last quarter, about GBP10 million is related
to product (fashion) risk in the UK, and GBP15 million to
discounting due to the prevalence of promotions as well as
increased distribution, marketing and e-commerce costs related to
organic growth. If this trend continues, this could put further
pressure on the ratings.

Weaker Free Cash Flow; Credit Metrics: Free cash flow (FCF) has
become negative and is not expected to recover to previous levels
in the near term. This has reduced liquidity although it remains
manageable. Fitch expects the FCF margin to be negative to reach
-0.3% in FY18 and -1.2% in FY19.

FFO adjusted leverage has increased to 8.5x in FY17, which is 1.0x
higher than previous Fitch forecast and in the absence of a
significant improvement in operating performance, Fitch only
expects slight deleveraging to 8.0x by FY19, which is just on
Fitch's 8.0x negative guidance. New Look's leverage increased
following a refinancing in 2015 from 7.1x, this reduced headroom
under its negative guidance. Financial flexibility has also
weakened slightly with FFO fixed charge cover falling to 1.2x in
FY17, although it is expected to recover to around 1.3x by FY19.

DERIVATION SUMMARY

New Look is a fast-fashion multichannel retailer operating in the
value segment of the UK clothing and footwear market for women,
men and teenage girls. The group also generates around 20% of
revenue internationally. The e-commerce platform is a key
differentiating factor relative to other sector peers such as
Financiere IKKS S.A.S (CCC), which helps to offset weaknesses in
the domestic UK retail market to which it is heavily exposed. No
Country Ceiling, parent/subsidiary or operating environment
aspects impacts the rating.

KEY ASSUMPTIONS

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

- group revenue growth declining -0.4% for FY18, driven by
   continued challenging conditions in the UK, pricing pressure,
   intense competition, partially offset by growth in ecommerce
   and international (China)

- EBITDA margin recovering to 11.9% in FY18

- capex steady at 4.5% of sales in FY18

- no dividend payments or extraordinary non-recurring cash
   outflow

RATING SENSITIVITIES

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

- Improvement in the business model through successful expansion
   in China, increasing diversification and scale, and a proven
   track record of strategy implementation over the medium term,
   leading to EBITDA margin at or above 15%

- FFO adjusted leverage consistently below 6.5x

- FFO fixed charge cover trending towards 2.0x

- FCF margin sustainably above 2%

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

- Failure to overcome profit margin pressures, FX impact, loss
   of market share and weaker consumer confidence in the UK
   leading to EBITDA margin below 10% (FY17: 10.4%)

- FFO adjusted leverage above 8.0x on a sustained basis (FY17:
   8.5x)

- FFO fixed charge cover below 1.2x (FY17: 1.2x)

- Negative FCF generation (which Fitch defines after dividends)
   eroding the group's liquidity buffer (FY17: Neg)

LIQUIDITY

Weaker Liquidity: Cash balances have declined, lowering the
overall liquidity buffer. New Look had GBP72 million of cash at
FYE17, together with access to a GBP 100 million undrawn RCF and a
bilateral GBP5 million overdraft. There is a springing covenant
under the RCF when more than 25% of its total commitment is drawn,
requiring net leverage to be below 8.7x at FYE18 (and below higher
levels at the end of the first, second and third quarters) against
Fitch's estimates of 7.9x at FYE18. Working capital peak to trough
is in the range of GBP50-60 million, for which Fitch sets aside
GBP50 million as restricted cash.

Refinancing risk has risen although there are no significant debt
maturities of the notes until 2022.


OCADO GROUP: Moody's Assigns Ba3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating (CFR) and Ba3-PD probability of default rating (PDR) to
Ocado Group plc. Concurrently, Moody's has assigned a Ba3
instrument rating to the GBP200 million senior secured notes due
2024 planned to be issued by the company. The outlook on the
ratings is stable.

Ocado will use the proceeds from the notes to repay the current
drawings under its revolving credit facility, certain finance
leases, and transaction fees, with the balance of more than GBP100
million available for general corporate purposes and earmarked to
support the company's planned capex requirements. Alongside the
bond issue the refinancing which will include amendments to the
company's revolving credit facility, notably a revised limit of
GBP150 million and a maturity in 2022.

RATINGS RATIONALE

The Ba3 Corporate Family Rating (CFR) reflects Ocado's (1) strong
growth in the expanding online segment of the broader mature
grocery market (2) reputation for high levels of customer service
and quality; (3) online only model provides operational advantages
versus traditional grocers, particularly for online order
fulfilment; and (4) the support provided by the capital structure
to enable the company to fund planned high capex requirements.

The CFR also reflects (1) the company's exposure to a single
country and relatively small scale in the context of the overall
UK grocery market; (2) the highly competitive dynamics in the
industry; (3) the importance of the supply agreement with
Waitrose; and (4) Moody's expectations of negative free cash flow
meaning that deleveraging is dependent upon profit growth.

As a pure-play online specialist Ocado has a multi-year track
record of double-digit growth in customer numbers, order volumes,
and revenues, benefitting from the supportive dynamics of more
consumers shopping online and a strong reputation for service. The
company now has a similar share of the online grocery segment to J
Sainsbury plc (unrated) and Asda (a subsidiary of Wal-Mart Stores,
Inc. (Aa2 stable)). However, in the context of the wider grocery
market -- in which bricks and mortar stores still represent well
over 90% of revenues -- Ocado remains a relatively small player.
As such, the company is exposed to the competitive dynamics across
the UK grocery industry. There is also potential for significantly
higher direct online competition over time, most notably from the
nascent UK online grocery operations of Amazon.com, Inc. (Baa1
stable).

The proposed refinancing will support Ocado's plans for ongoing
significant capex, focused on building and fitting out new
customer fulfilment centres (CFCs), in turn supporting the
company's expectations of continued growth in customer numbers and
orders.

"In an environment where consumers' disposable incomes are being
squeezed by rising inflation, the UK grocery market will remain
highly competitive. Nevertheless, Moody's expects Ocado to
continue to achieve strong topline growth on the basis it
maintains an attractive combination of convenience, service, and
prices. Moody's believes earnings will also grow although
controlling overheads and managing rising input costs are key
challenges. To support growth, the planned capex will consume cash
from the refinancing and Moody's therefore expects Moody's-
adjusted gross leverage to remain in the region of 4.5x over the
next couple of years. Moody's considers this appropriate for
Ocado's Ba3 stable ratings", said David Beadle, a Moody's Vice
President and lead analyst for Ocado.

Pro-forma for the refinancing transaction Moody's views Ocado's
liquidity profile as good. The company will have access to more
than GBP150 million cash on its balance sheet immediately after
the bond issue which it will be able to gradually utilise to fund
the planned capex programme before making drawings under the
revolving credit facility for this purpose.

The Ba3 instrument rating of the senior secured notes is in line
with the CFR. The company's probability of default (PDR) rating of
Ba3-PD, is also in line with the CFR. The PDR reflects the use of
a 50% family recovery rate resulting from a lightly-covenanted
debt package and a security package that comprises only share
pledges. The pari-passu revolving credit facility has two
maintenance covenants under which Moody's forecasts sufficient
headroom.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations of continued
double digit annual growth in customer numbers and transaction
volumes and an ongoing increase in reported EBITDA of at least 5%
per annum from the level of GBP84 million recorded in fiscal 2016.
Significant expansion related capex is expected to result in
negative free cash flow although available cash on the balance
sheet and borrowing facilities will see the company maintain good
liquidity.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating pressure is not expected in the short to medium
term while the company continues to invest heavily in developing
new CFCs. In the longer term, an upgrade would be considered in
the event that earnings growth leads to (1) Moody's-adjusted
leverage sustainably below 4.0x; (2) sustainable positive free
cash flow. An upgrade would also be dependent upon the company
maintaining a conservative financial policy and a RCF/Net Debt on
an adjusted basis remaining above 25%.

Downward pressure on the ratings could arise if earnings weaken
such that (1) Moody's-adjusted leverage would increase above 5.0x;
(2) RCF/Net Debt trends towards 15%; or (3) the company's
liquidity profile deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
Industry published in October 2015.

COMPANY PROFILE

Ocado is the UK's only scale pure-play grocery e-tailer.
Established in 2000, Ocado has been listed on the London Stock
Exchange since 2010 and has a current market capitalisation of
approximately GBP1.8 billion. With annual revenues of more than
GBP1.2 billion the company now has a 1.3% share of the overall UK
grocery market, according to Kantar Worldpanel.


THRONES 2015-1: Fitch Affirms BB- Rating on Class E Notes
---------------------------------------------------------
Fitch Ratings has upgraded Thrones 2015-1 class B and class C
notes and affirmed the remaining tranches:

Class A (ISIN XS1270541342): affirmed at 'AAAsf', Outlook Stable
Class B (ISIN XS1270543397): upgraded to 'AAAsf' from 'AAsf',
Outlook Stable
Class C (ISIN XS1270545764): upgraded to 'A+sf' from 'Asf',
Outlook Stable
Class D (ISIN XS1270549675): affirmed at 'BBBsf', Outlook Stable
Class E (ISIN XS1270551226): affirmed at 'BB-sf', Outlook Stable

The transaction is a securitisation of non-performing and re-
performing UK mortgage loans originated by multiple non-conforming
UK lenders and subsequently purchased by Mars Capital.

KEY RATING DRIVERS

Sufficient Credit Enhancement (CE)
Overall, Fitch assesses the available CE, ranging from 61% (class
A) of the outstanding portfolio to 26.5% (class E), as sufficient
to upgrade the class B and class C notes, and to affirm the
remaining tranches with Stable Outlook.

Non-performing Loans Down
As of end-February 2017, 45.1% of the pool were non-performing,
with late arrears (loans with more than three monthly payments
overdue) at 22% of the outstanding collateral. This compares to
53% non-performing loans and 27.4% with late arrears a year ago.

Sub-prime Asset Characteristics

Prior to the loans' origination, 20.8% of the borrowers in the
portfolio were subject to country court judgment (CCJ) and 3% to
bankruptcy orders. In line with its criteria, Fitch increased the
foreclosure frequency of these classes of borrowers.

Additionally, the CCJ history was unknown for 19.9% of the pool.
For this category, the agency assumed the most conservative
default assumptions. Prior arrears information was not provided.
The agency used the data received at transaction closing as a
proxy and increased its foreclosure frequency estimates
accordingly.

Interest-only Maturity Concentration

The transaction is exposed to the risk associated with interest-
only loans, reported at 77.6%. Fitch performed a sensitivity
analysis assuming a higher probability of default where more than
20% of the portfolio are interest-only loans maturing in any
three-year period and found no impact on the ratings.

RATING SENSITIVITIES

With 100% borrowers on variable-rate mortgages, an increase in
interest rates could lead to performance deterioration of the
underlying assets, given the weaker profile of non-conforming
borrowers in these pools. A material increase in the frequency of
defaults and loss severity on defaulted receivables could produce
loss levels greater than Fitch's base case expectations, which in
turn may result in negative rating actions on the notes.


* Moody's: UK Buy-to-Let RMBS 90+ Days Delinquencies Stable
-----------------------------------------------------------
The 90-plus days delinquencies of UK buy-to-let residential
mortgage-backed securities (RMBS) remained stable at 0.4% of
current balance in the three-month period ended March 2017,
according to the latest indices published by Moody's Investors
Service.

Cumulative losses also remained stable at 0.3% of original pool
balance between December 2016 and March 2017. The total redemption
rate increased to 18.4% from 12.0% in the same period.

As of March 2017, the total outstanding pool balance of the 41 UK
BTL RMBS transactions rated by Moody's was GBP21.9 billion
compared to GBP21.5 billion in December 2016. Four new
transactions have been added to the index: Towd Point Mortgage
Funding 2017- Auburn 11 plc, Harben Finance 2017-1 plc, Ripon
Mortgages plc and Precise Mortgage Funding 2017-1B plc.



===============
X X X X X X X X
===============


* EUROPE: Regulators Must Consider Social Impact of Bank Wind-Ups
-----------------------------------------------------------------
Francesco Guarascio at Reuters reports that a German-Italian joint
paper said European Union regulators should consider the social
impact of winding down banks when they apply new liquidation rules
that could affect depositors, retail investors and senior
bondholders.

The document, seen by Reuters, appears to challenge rules on bank
failure in force since last year and that aimed to stop taxpayers
having to rescue failed banks by mandating that bondholders,
shareholders and uninsured depositors bear the brunt of any
losses.

The rules have been criticized by Italy, which reached a
preliminary deal with the EU this month for an exception so it
could use public money to rescue Banca Monte dei Paschi di Siena,
the country's fourth biggest lender, Reuters relates.

Many Italian banks have a high number of retail investors, and the
government wants to protect them from losing all of their
investments when a lender fails, Reuters states.

According to Reuters, Berlin now says it recognizes the social
impact may need to be considered when a bank is put under
"resolution", the EU procedure to liquidate a failing lender that
was applied for the first time in the case of Spain's Banco
Popular S.A. when it was rescued last week by Banco Santander S.A.

In the joint paper, Germany, as cited by Reuters, said banks'
customers were diversified and "in some cases deserve more
protection" as they were not always well informed about risks of
bank failure.

"This may also have an impact on the way resolution is managed due
to the different social impact," Reuters quotes the paper as
saying.

Current rules only focus on protecting financial stability and
reducing costs for taxpayers, Reuters notes.


* BOOK REVIEW: Oil Business in Latin America: The Early Years
-------------------------------------------------------------
Author: John D. Wirth Ed.
Publisher: Beard Books
Softcover: 282 pages
List price: $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the stateowned
petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

* Jersey Standard and the Politics of Latin American Oil
Production, 1911-30 (Jonathan C. Brown)
* YPF: The Formative Years of Latin America's Pioneer State
Oil Company, 1922-39 (Carl E. Solberg)
* Setting the Brazilian Agenda, 1936-39 (John Wirth)
187
* Pemex: The Trajectory of National Oil Policy (Esperanza
Duran)
* The Politics of Energy in Venezuela (Edwin Lieuwen)
* The State Companies: A Public Policy Perspective (Alfred
H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."
Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.



                            *********

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,
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Peter A. Chapman, Editors.

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

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