TCREUR_Public/170713.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

          Thursday, July 13, 2017, Vol. 18, No. 138


                            Headlines


F R A N C E

CEGEDIM S.A.: S&P Affirms then Withdraws B+ Corp. Credit Rating
CGG HOLDING: Hires AlixPartners as Financial Advisor
NOVACAP INT'L: S&P Affirms B Long-Term Corp. Credit Rating


G E R M A N Y

DEMIRE DEUTSCHE: Moody's Assigns (P)Ba2 Corporate Family Rating
DEMIRE DEUTSCHE: S&P Assigns Prelim. 'BB' Long-Term CCR


G R E E C E

SEANERGY MARITIME: Cancels $20 Mil. ATM Equity Offering Program


I C E L A N D

HOUSING FINACING: S&P Affirms 'BB/B' Counterparty Credit Ratings


I T A L Y

DECO 2014: Fitch Affirms BB Rating on EUR21.9MM Class E Notes


L U X E M B O U R G

ANACAP FINANCIAL: Moody's Assigns (P)B1 CFR, Outlook Stable
ANACAP FINANCIAL: S&P Gives Prelim BB- Counterparty Credit Rating
GAZ CAPITAL: Moody's Assigns Ba1 Rating to Proposed Sr. Notes


N E T H E R L A N D S

GREENKO DUTCH: Moody's Rates Proposed USD950MM Sr. Notes (P)Ba2
HEMA BV: Moody's Assigns B3 CFR, Outlook Stable
MAXEDA DIY: Moody's Rates Proposed EUR475MM Notes (P)B2
MAXEDA DIY: S&P Assigns B- Long-Term CCR on Proposed Refinancing
UNITED GROUP: S&P Affirms B Corp. Credit Rating, Outlook Stable


P O R T U G A L

SAGRES SOCIEDADE: Moody's Assigns Ba2(sf) Rating to Cl. C Notes


R U S S I A

KOKS PJSC: S&P Ups CCR to B on Improved Liquidity, Outlook Pos.
LENTA LLC: Fitch Affirms BB Long-Term IDR, Outlook Stable


S P A I N

ABENGOA BIOENERGY: Taps Teneo Capital as Restructuring Advisor
BANCO POPULAR: Jr. Bondholders Question Transparency, Valuation


S W I T Z E R L A N D

SWISSPORT: Launches Bond Exchange to Avert Technical Default


U N I T E D   K I N G D O M

ARQIVA BROADCAST: Fitch Affirms B- Rating on High-Yield Bonds
FINSBURY SQUARE 2017-2: Fitch Assigns BB+ Rating to Class X Notes
STORE TWENTY ONE: Enters Liquidation, 900 Jobs Affected
VERTU CORPORATION: Manufacturing Unit Faces Liquidation

* English Premier League Clubs Face Bankruptcy Threat


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F R A N C E
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CEGEDIM S.A.: S&P Affirms then Withdraws B+ Corp. Credit Rating
---------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B+' long-term
corporate credit rating on French health care software and
services group Cegedim S.A. S&P subsequently withdrew the rating
at the company's request. The outlook was stable at the time of
withdrawal.

At the time of withdrawal, Cegedim's business risk profile mainly
reflected the modest scale of operations, its high cost
structure, and below-average absolute profitability, somewhat
mitigated by its leading market share in the U.K. and France in
providing software to pharmacists and doctors.

In addition, weakness in Cegedim's recent operating performance
demonstrates some ongoing delays stemming from the implementation
of its new strategy mainly, due to the shift from "Licenses" to
"SaaS/Cloud" solutions, and following rapid implementation of the
launch of business process outsourcing, putting more pressure on
the group's profitability.  

S&P continues to view as positive that the group has broadened
its geographic diversification, mainly through its latest
acquisitions in the U.S., or even in the U.K.


CGG HOLDING: Hires AlixPartners as Financial Advisor
----------------------------------------------------
CGG Holding (U.S.) Inc. et al. seek authority from the US
Bankruptcy Court for the Southern District of New York to employ
AlixPartners, LLP, as financial advisor for the Debtors nunc pro
tunc to June 14, 2017.

Services to be provided by AlixPartners are:

     * coordinate and provide administrative support for the
proceedings, and developing the Debtors' Chapter 11 Plan of
Reorganization or other appropriate case resolution;

     * assist with the preparation of the statement of affairs,
schedules and other regular reports required by the Court;

     * assist in obtaining and presenting information required by
parties in interest in the Debtors' bankruptcy process including
official committees appointed by the Court and the Court itself;

     * provide assistance in such areas as testimony before the
Court on matters that are within the scope of this engagement and
within AlixPartners' area of testimonial competencies;

     * assist the Debtors and management in developing a short-
term cash flow forecasting tool and related methodologies and
assist with planning for alternatives as requested by the
Debtors;

     * provide assistance as requested by management in
connection with the Debtors' development or update of their
business plan;

     * provide assistance as requested by management in the
development of materials and exhibits needed to support the Plan
of Reorganization such as a liquidation analysis, projections,
etc;

     * assist, as requested by the Debtors, the Debtors' other
advisors who are representing the Debtors in the reorganization
process or advisors who are working for the Debtors' various
stakeholders to coordinate their effort in order to be efficient
and consistent with the Debtors' overall restructuring goals;

     * assist as requested in managing any litigation that may be
brought against the Debtors in the Court;

     * assist in communication and/or negotiation with outside
constituents including the banks and their advisors;

     * assist with other matters as may be requested that fall
within AlixPartners' expertise and that are mutually agreeable.

Rebecca A Roof, Managing Director of AlixPartners, attests that
her firm is a "disinterested person" within the meaning of
Bankruptcy Code section 101(14) as required by Bankruptcy Code
section 327, does not hold or represent an interest adverse to
the Debtors' estates, and has no connection to the Debtors, their
creditors in relation to the Debtors, or other parties in
interest in these chapter 11 cases.

The standard hourly rates of the AlixPartners Personnel currently
working on this matter are:

     Name                  Description   Hourly Rate  Commitment
     ----                  -----------   -----------  ----------
     Rebecca Roof          Managing       $1,110      Full Time
                             Director
     Susan Brown           Director         $910      Full Time
     Brad Hunter           Director         $860      Full Time
     John Creighton        Director         $745      Full Time
     Francisco Echevarria  Associate        $415      Full Time
     John Somerville       Associate        $415      Full Time
     David Shim            Analyst          $360      Full Time

The Firm can be reached through:

     Rebecca A. Roof
     AlixPartners, LLP
     909 Third Avenue
     New York, NY 10022
     Phone: +1 212 490 2500
     Fax: +1 212 490 1344
     Email: broof@alixpartners.com

                  About CGG Holding (U.S.) Inc.

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. 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. also commenced proceedings 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.

CGG's legal advisors are Linklaters LLP and Weil Gotshal & Manges
(Paris) LLP for the Sauvegarde and chapter 15 case. The Debtors
hired Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel.
The company's financial advisors are Lazard and Morgan Stanley,
and its restructuring advisor is AlixPartners, LLP.  Lazard
Freres & Co. LLC, serves as investment banker.  Prime Clerk LLC
is the claims agent in the Chapter 11 cases.

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.


NOVACAP INT'L: S&P Affirms B Long-Term Corp. Credit Rating
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on France-based pharmaceutical ingredients and chemicals
producer Novacap International SAS. The outlook is stable.

At the same time, S&P said, "we assigned our 'B' corporate credit
rating to other issuing entities Novacap Group Bidco and Novacap
SAS.

"We also affirmed our 'B' issue rating on the existing EUR435
million senior secured Term Loan B and EUR90 million RCF,
expected to be repriced, and on the pari passu proposed EUR225
million additional senior secured Term Loan B, for a total EUR750
million term loans maturing June 2023 co-issued by Novacap Group
Bidco and Novacap International SAS. The recovery rating is '3',
indicating our expectation of meaningful recovery (50%-70%;
rounded estimate 60%) in the event of a default.

"The rating affirmation reflects Novacap's fair resilience in
underlying operating profits, which we expect to improve in 2017,
and its prudent funding for two complimentary businesses--France-
based fine chemicals producer PCAS and U.K.-based solvents and
lubricants producer Chemoxy. These acquisitions are expected to
be funded through a EUR154 million equity injection and by
upsizing existing term loans by EUR225 million. We expect PCAS
and Chemoxy to add to our forecast of Novacap's stand-alone
EBITDA of about EUR95 million in 2017 (after restructuring and
FDA-related costs), translating into pro forma S&P Global
Ratings-adjusted debt to EBITDA of 5.3x. We view this level as
commensurate with the rating, and expect the company's cash flow
generating profile to help pursue further organic expansion and
progressively deleverage over time.

"We view the two acquisitions as moderately positive for the
combined group's business risk profile, which we nevertheless
continue to view as weak. It is constrained by its overall
limited size and share of activity in relatively commoditized
products. We understand that the acquisitions are a good fit for
the company's strategy to expand into more value-added products
and more resilient end-markets, namely pharma and cosmetics. PCAS
generates about 68% of its revenues in pharmaceutical synthesis
for large pharma companies, benefiting from long-term contracts
and high regulatory barriers to entry, and 32% in specialty
chemicals, including additives and active ingredients. Chemoxy is
a small manufacturer of chemical compounds focusing on solvents,
esters, and lubricants, active mainly in Europe for 78% of sales,
of which U.K. is a large portion.

"We expect the combined group to report about EUR135 million
EBITDA (our forecast) in 2017, helped by the increased share of
resilient pharma, feed, and cosmetics end-markets (40% of EBITDA
at end-2016, including the Uetikon acquisition). This follows
good margins for salicylic acid, aspirin, and paracetamol in
2016, although does not compensate for weaker-than-expected
volumes on the back of Asian competition, lower margins in par
amino phenol, and weak demand notably for ketamine. EBITDA for
2016 was also affected the FDA remediation plan for pharma
activities, involving about EUR17 million in one-off costs in
2016, and leading Novacap to postpone certain expansion projects.
We expect these one-off costs to come down significantly in 2017.
We expect operating performance to be supported by fairly well-
oriented markets for commoditized and potentially volatile
products, acetone, and phenols, for which we see good utilization
rates. By expanding into derivatives (IPA, IPAC, DIPE), we
understand the company is somehow de-risking its most
commoditized businesses by opening arbitrage opportunities. We
also expect the group's minerals division to benefit from the
progressive ramp-up of its soda ash Singapore plant, benefiting
from vertical integration into salt and limestone, thereby
increasing volumes and share of profits from sodium bicarbonate
and sodium silicates, which are developing well.

"Our forecast for S&P Global Ratings-adjusted debt to EBITDA of
about 5.3x at end-2017 takes into account EUR225 million
additional term loans to acquire the two businesses, partly
refinance their existing debt, and repay Novacap's RCF drawn
portion. This adds up to EUR435 million existing term loan and
about EUR45 million of adjustments: pension deficit (including a
small amount for PCAS), operating lease obligations, and
inherited debt issuance costs. We expect free cash flow to
recover in 2017 after significant one-offs in 2016, ultimately
depending on growth capex and on working capital developments
with the commissioning of the Singapore plant. We anticipate,
however, that the business will become free cash flow positive in
the EUR20 million-EUR30 million range with the contribution of
PCAS and Chemoxy (after interest and taxes)."

S&P's base case assumes:

-- Mid to high single-digit growth in revenues in 2017 for
    Novacap stand-alone, supported by the ramp-up of the
    Singapore plant, normalizing closer to our GDP growth
    forecasts 2018 onward.
-- Full year (pro forma) of PCAS and Chemoxy, factoring in minor
    synergies from 2018 onward.
    Benzene price of EUR650/ton on average in 2017.
-- Reported EBITDA margins of 15%-16%.
-- Dramatically reduced nonrecurring items (excluding M&A-
    related one-off costs), including FDA remediation costs
    reducing to about EUR3 million, after 2016 one-offs including
    EUR17 million FDA-related and EUR15 million purchase price
    agreement.
-- Capex of EUR60 million-EUR75 million in 2017 including  
    finalization of the Singapore plant, moderating to about
    EUR50 million thereafter.

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

-- S&P Global Ratings-adjusted EBITDA of about EUR135 million-
    EUR140 million in 2017 and 2018.
-- Positive free cash flow from 2018 onward.
-- Adjusted debt to EBITDA of about 5.3x in 2017 and 5.2x in
    2018.

S&P said, "The stable outlook reflects our view that the group's
expansion into more resilient and value-added end-markets, helped
by PCAS and Chemoxy's contributions should help achieve an
adjusted debt to EBITDA of about 5.3x in 2017, viewed as
commensurate with the rating. This continues to factor in strong
cash conversion on the back of materially reduced one-off costs
and prudent investment policies. We expect next years' positive
free cash flows to continue benefit on leverage and liquidity.

"Rating pressure may arise from continued unexpected cost and
cash outs on the FDA remediation plan affecting our adjusted
EBITDA figure, from deteriorated market environment although
mitigated by the business' improved diversity, or by more
aggressive financial policies regarding capex and acquisitions."
A ratio of adjusted debt to EBITDA of 6x or above, or a
deteriorated liquidity profile would likely trigger a downgrade.

Rating upside could be supported by further strengthening of
Novacap's business profile, with rapid integration of the
acquired business and better than expected synergies, resulting
in a more diversified and more resilient profit and cash flow
generation profile. This would include growth in more stable end-
markets resulting in higher EBITDA and free cash flows, such that
adjusted debt to EBITDA would improve to below 5x sustainably.
This would also require strong leverage commitment from the
company's ownership.


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DEMIRE DEUTSCHE: Moody's Assigns (P)Ba2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a first-time corporate
family rating (CFR) of (P)Ba2 to DEMIRE Deutsche Mittelstand Real
Estate AG (DEMIRE), a publicly-listed commercial real estate
company based in Germany. At the same time, Moody's assigned a
(P)Ba2 rating to the proposed issuance of EUR270 million senior
unsecured notes maturing 2022 to be issued by DEMIRE. The outlook
on the ratings is stable.

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

"DEMIRE's (P)Ba2 Corporate Family Rating reflects its relatively
small but well diversified portfolio of commercial real estate
assets in secondary locations in Germany which is counterbalanced
by its high leverage." says Matthias Heck, a Moody's Vice
President and lead analyst for DEMIRE. "Moody's expects that the
net proceeds of the notes will mainly be used for refinancing
part of the company's outstanding secured debt. The transaction
will lengthen DEMIRE's average debt maturity, decrease its
average borrowing costs and increase its unencumbered asset
pool", added Mr. Heck.

RATINGS RATIONALE

DEMIRE's (P)Ba2 Corporate Family Rating (CFR) reflects (i) the
company's relatively small but well diversified portfolio of
commercial real estate assets in secondary locations in Germany,
which is focused on office but also includes retail and logistics
properties. The rating also reflects (ii) robust fundamentals for
commercial real estate in Germany, and (iii) the company's
business model, including the strategy to actively manage the
property portfolio.

These positive factors are offset by (i) the company's high
financial leverage, with Gross Debt to Assets of 60.3% (March
2017), and a limited pool of unencumbered assets, (ii) the
somewhat opportunistic business model regarding the relatively
low quality asset portfolio compared to other Moody's rated real
estate companies, and (iii) the company's relatively small size
and limited track record on strategy execution in spite of recent
strong growth, management changes and still relatively high
overhead cost.

Moody's expects the notes to rank pari passu with all other
unsecured obligations of the issuer. The notes will benefit from
(i) a change of control provision and (ii) negative covenants
including incurrence of indebtedness and issuance of preferred
stock and restricted payments.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that the company
will maintain leverage, as measured by Moody's adjusted debt /
real estate gross assets, below 60%. The outlook also reflects
Moody's positive views on the German commercial real estate
market and ongoing favourable German bank lending environment.

FACTORS THAT COULD LEAD TO AN UPGRADE

DEMIRE is weakly positioned in the Ba2 rating category. However,
a rating upgrade could result from a successful increase in
occupancy rate in its value-add portfolio and an expansion of the
asset portfolio if substantially funded with equity, resulting in
an overall decline of leverage. An upgrade would also require a
reduction in leverage towards 50% Moody's adjusted debt / gross
assets, the development of a further track record operating with
the current portfolio and a fixed charge coverage (FCC) of above
2.5x on a sustainable basis.

FACTORS THAT COULD LEAD TO A DOWNGRADE

The rating could come under pressure if the company fails to de-
lever from current levels of around 60% Moody's adjusted debt /
gross assets, or fixed charge coverage remained below 2.0x on a
sustained basis, and/or if there is a material deterioration in
the German commercial real estate market fundamentals or a sharp
weakening in the currently very accommodating German bank lending
market. The rating could also come under pressure if the asset
quality within the portfolio deteriorated and/or if the vacancy
rate on the existing portfolio increased.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

COMPANY PROFILE

DEMIRE is a publicly-listed commercial real estate company with
focus on office (68% of asset portfolio as of 1Q2017), retail
(24%) and logistics properties (5%) in secondary locations across
Germany. As of March 31, 2017, the company's portfolio comprised
98 single properties with a total lettable floor space of
approximately one million square meters and an aggregated
portfolio value of EUR994 million. The weighted average lease
term (WALT) amounted to 5.3 years. As of LTM March 2017, the
company generated rental income of EUR74 million and had 78
employees as of March 31, 2017. The company is listed on the
Frankfurt stock exchange with a market capitalization of EUR194
million as of July 7, 2017.


DEMIRE DEUTSCHE: S&P Assigns Prelim. 'BB' Long-Term CCR
-------------------------------------------------------
S&P Global Ratings said it has assigned its preliminary 'BB'
long-term corporate credit rating to Germany-based real estate
company DEMIRE Deutsche Mittelstand Real Estate AG. The outlook
is stable.

At the same time, S&P said, "we assigned our preliminary 'BB+'
issue rating to DEMIRE's proposed EUR270 million senior unsecured
notes. The recovery rating on the notes is '2', indicating our
expectation of substantial recovery (70%-90%; rounded estimate
85%) in the event of a payment default.

"The final rating will depend on our receipt and satisfactory
review of all final transaction documentation of the company's
proposed senior unsecured bond issuance of approximately EUR270
million. Accordingly, the preliminary rating should not be
construed as evidence of the final rating. If we do not receive
final documentation within a reasonable timeframe, or if final
documentation departs from materials reviewed, we reserve the
right to withdraw or revise our rating. Potential changes
include, but are not limited to, utilization of bond proceeds,
maturity, size, and conditions of the bonds, financial and other
covenants, and security and ranking of the bonds.

"Our preliminary rating on DEMIRE reflects our view of the
company's relatively small scale and portfolio size compared with
those of other rated peers in the commercial real estate segment,
with exposure to one single economy, Germany. As of March 31,
2017, the company's property portfolio consists of 98 buildings
with a gross asset value of EUR994 million, including 16 assets
held for sale amounting to EUR35.7 million. DEMIRE's strategy is
to focus on midsize secondary locations in Germany, bordering
metropolitan areas. Its portfolio comprises mainly office
premises (68% of total gross rental income as of March 31, 2017),
retail assets (24%), one logistics property (5%), and other real
estate assets (3%)."

DEMIRE is one of Germany's 10 largest commercial property
companies in terms of market capitalization in a highly
fragmented property market. S&P said, "Although we view market
dynamics, such as rental growth potential and demand-supply
trends in metropolitan areas as more favorable, we believe that
the majority of midsize cities in which DEMIRE operates are close
to metropolitan areas with similar market dynamics, such as
Darmstadt or Bonn. DEMIRE reported an EPRA (European Public Real
Estate Association) occupancy ratio of 89.1% as of March 31,
2017, which is somewhat below that reported by most rated peers
in the European office and retail market. However, we take into
account recent efforts in occupancy improvements and, in line
with the company's strategy, we expect this ratio will improve
further over the next two years, including newly acquired
premises.

"We consider DEMIRE's debt leverage to be relatively high
compared with industry standards, and project that the company's
credit metrics will improve over the next 12 months, thanks to
the proposed bond issuance and related refinancing plans. We
estimate that leverage will decrease to below 60% and EBITDA
interest coverage will increase beyond 2x by the end of 2018.
DEMIRE is committed to deleveraging, and its financial policy
stipulates a maximum net loan-to-value ratio of 50% in the medium
term.

"Our preliminary rating on DEMIRE incorporates a positive notch
based on our comparable ratings analysis. In our view, DEMIRE's
financial risk profile is moving toward the stronger end of our
aggressive category, assuming the successful issuance of the
unsecured bond as well as refinancing plans. We forecast that the
company will significantly deleverage in the next few years, in
line with its plan.

"The stable outlook reflects our view that DEMIRE's property
portfolio should generate stable cash flows over the next 12
months. This is because the majority of DEMIRE's properties in
secondary locations are near metropolitan areas across Germany,
where demand trends are favorable, and occupancy should improve
further in line with the company's strategy.

"In addition, we expect that the company will successfully access
the bond capital markets in the next few months to refinance some
of its maturing debt. We forecast EBITDA interest coverage will
improve close to 2x in the next 12 months, and debt to debt plus
equity will decrease to approximately 58% by the end of 2018.

"We could raise the rating if DEMIRE increased its EBITDA
interest coverage to 3x or higher on a sustainable basis while
reducing leverage, with the ratio of debt to debt plus equity
falling to about 50%. This could occur due to unexpectedly high
rental growth, significant reduction in portfolio vacancies, or
debt repayment."

In addition, an upgrade would depend on the scale and scope of
DEMIRE's portfolio improving toward that of rated peers in the
investment-grade category, with vacancy levels well below 10%,
including newly acquired assets, and locations with solid
underlying macroeconomic fundamentals.

S&P said, "We could lower the rating if the company fails to
achieve a debt-to-debt-plus-equity ratio below 60% and EBITDA
interest coverage close to 2x by the end of 2018. This situation
could materialize if DEMIRE were to alter its current publicly
announced policy to reduce leverage, undertook additional debt-
financed acquisitions, or was unable to refinance outstanding
debt with the proposed bond's proceeds.

"We could also lower the rating if the company's business
strategy did not materialize, resulting in a decline in the
overall portfolio size to well below EUR1 billion or investment
in less favorable secondary locations away from metropolitan
hubs. Ratings downside could also develop if the vacancy rate
remained above 10%, due for example to weak demand or the
acquisition of highly vacant premises."


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SEANERGY MARITIME: Cancels $20 Mil. ATM Equity Offering Program
---------------------------------------------------------------
Seanergy Maritime Holdings Corp. terminated, effective June 28,
2017, its up to $20 million "At-The-Market" equity offering
program pursuant to an Equity Distribution Agreement with Maxim
Group LLC dated Feb. 3, 2017, under which the Company has sold
2,782,136 common shares raising approximately $2.9 million in
gross proceeds.

Stamatis Tsantanis, the Company's chairman & chief executive
officer, stated:

"Since August 2016, we have raised approximately $28.3 million of
gross proceeds from public equity offerings, including the ATM
Offering.  We have utilized these funds in the most constructive
way as they enabled the Company to pursue highly accretive
transactions.  In particular, we have used the proceeds of the
offerings to partly fund the acquisitions of the M/V Lordship,
the M/V Knightship and the M/V Partnership, as well as to finance
the prepayments under the early termination of a credit facility.  
The combined accretion in value we have created for our
shareholders from these transactions is more than $27.9 million,
which is derived from the market value appreciation of the
acquisitions and the expected gain due to the early termination
and refinancing of one of our facilities.

"We will continue to actively pursue accretive transactions with
the aim of further creating value for our shareholders."

                About Seanergy Maritime Holdings Corp.

Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com/-- is an international shipping
company that provides marine dry bulk transportation services
through the ownership and operation of dry bulk vessels.  The
Company currently owns a modern fleet of eleven dry bulk
carriers, consisting of nine Capesizes and two Supramaxes, with a
combined cargo-carrying capacity of approximately 1,682,582 dwt
and an average fleet age of about 8.1 years.

The Company is incorporated in the Marshall Islands with
executive offices in Athens, Greece and an office in Hong Kong.  
The Company's common shares and class A warrants trade on the
Nasdaq Capital Market under the symbols "SHIP" and "SHIPW",
respectively.

Seanergy incurred a net loss of US$24.62 million in 2016
following a net loss of US$8.95 million in 2015.  

As of Dec. 31, 2016, Seanergy had US$257.53 million in total
assets, US$226.70 million in total liabilities, and US$30.83
million in total stockholders' equity.

In March 2017, Seanergy entered into agreements with four of its
senior lenders for the proactive waiver and deferral of the
application date of certain major financial covenants.  Based on
these agreements the Company expects to be in compliance with all
major applicable covenants concerning the Company and the
respective borrowers or that such covenants will be waived and
postponed until the second quarter of 2018.


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HOUSING FINACING: S&P Affirms 'BB/B' Counterparty Credit Ratings
----------------------------------------------------------------
S&P Global Ratings said it has affirmed its 'BB/B' long- and
short-term counterparty credit ratings on Icelandic lending
institution Housing Financing Fund Ibudalanasjodur (HFF). The
outlook remains positive.

S&P said, "The affirmation reflects our expectation that
Iceland's government remains highly likely to provide support to
HFF, if needed, thereby allowing HFF to meet its financial
obligations in a timely manner. It also reflects our view that
the evolution of the fund's public role does not at this point
change its stand-alone creditworthiness.

"We note that HFF's role is gradually changing from that of a
direct housing lender. The institution is responsible for the
administration and implementation of housing affairs on behalf of
the government, through policy formulation, promoting research on
the housing market, as well as administering capital
contributions, and from January 2018, housing benefits. As such,
we understand that the government's previous plan to ultimately
dismantle the institution is now off the table. In the future,
the fund is expected to earn fee income from the government,
based on its implementation of the aforementioned tasks."

Nevertheless, the exact scale and scope of the new tasks are
currently uncertain, as are the details of the compensation that
HFF would receive from the government. In addition, S&P said, "we
understand that the government still intends to downsize HFF
substantially, since lending is no longer the fund's main task.
We believe that HFF will maintain its presence in the rural and
lower-income segments of the market -- which are important to the
authorities for social reasons -- and in regions where banks have
little presence. Other than that, new lending will likely remain
very limited.

"Although the institution's role has diminished in recent years,
we still assess it as important for the Icelandic government.
This is because HFF will likely continue lending in the rural and
lower-income segments of the market. Moreover, a default of HFF
would have adverse consequences for the government and the
domestic capital market, in particular for the pension funds that
own about 80% of HFF's bonds. The government provides an
ultimate, but not timely, guarantee on HFF's outstanding debt. In
our view, HFF's default could undermine confidence in other
companies that benefit from similar government guarantees.

"In our view, HFF also has an integral link with the government
of Iceland. Based on the government's 100% ownership of HFF and
the consequences of a potential default of HFF, the authorities
are highly likely to provide timely extraordinary support should
the need arise. As a state agency, HFF is not
subject to bankruptcy proceedings and is exempt from taxation.
The government provided support to HFF through capital injections
three times during 2010-2014, contributing a total of more than
Icelandic krona (ISK) 50 billion (about EUR0.4 billion).

"Our view of HFF's stand-alone creditworthiness is unchanged. We
expect that HFF will continue posting positive, albeit very low,
net earnings over the next two years, aided by Iceland's economic
growth and high property prices, leading to extraordinary income
from loan loss reversals and realized gains from sales of
appropriated assets. However, HFF's long-term profitability
remains fragile, in our view. We expect only a modest slowdown of
prepayments because continued fierce competition for new lending
from pension funds and commercial banks continues to put pressure
on HFF's net interest income. Therefore, we continue to assess
HFF's business position as moderate.

"HFF's capital and earnings remain moderate in our view. We
expect one-time gains from the sale of appropriated assets to
boost earnings somewhat over the next two years, aiding capital
buildup. However, in our base case, we do not expect our risk-
adjusted capital (RAC) ratio for HFF will exceed 7% within the
next 18-24 months. As of year-end 2016, our RAC ratio stood at
5.9%.

"We still assess HFF's risk position as weak. While we see a
positive development in asset quality, nonperforming assets
remain high compared with peers', and there is a high level of
single-name concentration. We expect loan losses will be close to
zero in 2017, after two years of net provision reversals. The
strong economic development in Iceland, with over 7% GDP growth
and low unemployment rates, has had a positive impact on HFF, and
we expect the benign operating environment will persist over the
next year. However, HFF's focus on financially weaker customers
and illiquid regions is increasing, since customers that qualify
for pension funds' stricter lending requirements tend to leave
HFF. In addition, interest rate risk is increasing because the
fund is struggling to find attractive investment opportunities
for its excess liquidity.

"In our view, HFF's funding and liquidity remain a weakness. We
consider HFF's funding profile to be below average, based on its
reliance on the capital markets and lack of central bank access.
Although HFF has not issued bonds since 2012, due to high
prepayments and low new lending, we consider that its ability to
access the domestic bond market remains stable. In our view, this
is mainly due to HFF's close link with the government and the
outstanding government guarantee, and does not signify a stand-
alone strength. We assess HFF's liquidity position as adequate,
taking into account the fund's expected contractual cash flows
from prepayments and amortizing loans, and its cash liquidity
buffer, which is partly invested in long-dated covered bonds
issued by Arion Bank to reduce the maturity mismatch. We expect
that HFF would receive state support to meet any liquidity needs,
although we do not currently anticipate that it will need such
support in the next few years.

"Given our assessment of a high likelihood of extraordinary
government support in case of need, our ratings on HFF remain
three notches higher than our 'b' assessment of HFF's stand-alone
credit profile.

"The positive outlook indicates that we could raise our ratings
on HFF within one year if economic conditions in Iceland improve
further, reducing the risks inherent in unwinding HFF's mortgage
loan portfolio. HFF has a strict public policy role and is
unlikely to expand lending in the market. However, its
outstanding loan book may benefit from positive economic
developments, resulting in decreased loan losses and an improved
capital position. Capital metrics could also benefit from faster-
than-anticipated earnings generation or the accelerated decrease
in risk-weighted assets.

"We could revise the outlook to stable if we saw signs that
Iceland's strong economic development was weakening. Moreover, we
could lower the ratings if we concluded that the effects of a
potential HFF default for the government and the capital markets
had reduced, which would reduce the incentive for the government
to provide timely extraordinary support to HFF."


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I T A L Y
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DECO 2014: Fitch Affirms BB Rating on EUR21.9MM Class E Notes
-------------------------------------------------------------
Fitch Ratings has affirmed DECO 2014 - GONDOLA S.r.l. notes due
2026 as follows:

EUR48.4 million Class A (IT0005030777) affirmed at 'A+sf';
Outlook Stable
EUR65 million Class B (IT0005030793) affirmed at 'A+sf'; Outlook
Stable
EUR30.5 million Class C (IT0005030801) affirmed at 'Asf'; Outlook
Stable
EUR52 million Class D (IT0005030827) affirmed at 'BBB-sf';
Outlook Stable
EUR21.9 million Class E (IT0005030835) affirmed at 'BBsf';
Outlook Stable

DECO 2014 - GONDOLA S.R.L. closed in 2014 as a securitisation of
three commercial mortgage loans with an original balance of
EUR355 million. The loans were granted by Deutsche Bank AG
(A-/Negative) to two Italian closed-end real estate funds and two
cross-collateralised Italian limited-liability companies to
acquire/ refinance 13 logistics centres, two shopping-centres,
two office buildings and one hotel. All assets are located in
Italy and ultimately owned by the borrowers' common sponsor,
Blackstone.

KEY RATING DRIVERS

The affirmation reflects the stable performance of the
transaction since the last rating action in July 2016. The two
loans remaining have amortised slightly over this period due to
cash sweep (Delphine) and contractual amortisation (Mazer).
Uncertainty around the value of Parco de Medici securing the
Delphine loan and the inherent challenges of loan workout upon
default in Italy limit the credit upside of the notes. As a
result Fitch applies a rating cap at the 'Asf' category for this
transaction in line with its EMEA CMBS criteria.

The EUR93.7 million Delphine loan is secured on two offices, one
in Milan (comprising three buildings) and the other in Rome
(Parco de Medici, occupied by Telecom Italia (TI, BBB-/Stable)).
TI, which accounts for 49.3% of the loan's passing rent, has
served a lease termination notice, indicating that the contract
will break on July 20, 2018. This risk of a vacant property
requiring capital expenditure to reposition it for other tenants
in one year is reflected in the updated valuation in April 2017,
according to which the market value has fallen to EUR49 million
from EUR59 million in 2014.

The fund manager of the portfolio is reportedly in negotiations
with TI with the aim of entering a new lease. Fitch expects that
this would entail a material reduction in rental income compared
with passing rent. Assuming that these negotiations will be
successful, Fitch expects the market value of the property to be
in the region of EUR60 million. The Milan office block, which at
the time of the last rating action suffered from 63% vacancy, has
now been fully let up with Cassa Depositi e Prestiti (BBB/Stable)
taking up most of the space on a 12-year lease with a six-year
break option.

The EUR124.1 million Mazer loan is secured on 13 logistics assets
located in northern Italy (unchanged since closing). New lease
signings have led to a fall in vacancy, currently standing at
only 4.4%, down from 9.2% at the time of the last rating action.
However, the top three tenants account for 70% of the passing
rent, with the largest occupier, CEVA, making up half, and with
the weighted average lease term to break at 2.4 years, down from
3.6 years at the time of the last rating action.

RATING SENSITIVITIES

Fitch expects a full repayment of all loans in a 'Bsf' scenario.

A downgrade of the sovereign rating of Italy (BBB/Stable) may
result in a lower rating cap on the senior notes. Difficulty
securing replacement contracted income in Parco de Medici or a
departure of CEVA could lead to downgrades, although some of this
downside risk is already factored into the ratings.


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


ANACAP FINANCIAL: Moody's Assigns (P)B1 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B1
Corporate Family rating (CFR) to AnaCap Financial Europe S.A.
SICAV-RAIF (AFE) a debt purchasing business, established by
AnaCap Financial Partners (AnaCap, unrated) as a Reserved
Alternative Investment Fund (RAIF) in Luxembourg. Moody's has
also assigned a provisional (P)B1 Senior Secured rating to the
proposed EUR315 million long-term senior secured notes to be
issued by AFE. The outlook on all ratings is stable.

The rating action is based on Moody's expectation that AFE will
successfully move to their post-closing structure, whereby within
60 days after the issue date of the senior secured notes, the
obligations of the issuer and of the Guarantors under the notes
will be secured by first-ranking security interests over the
Italian loan portfolios. The loan portfolios and interests in
debt collection firms are due to be sold by two of AnaCap's
credit funds to AFE.

RATINGS RATIONALE

The (P)B1 CFR reflects the company's: (i) diverse portfolio mix
across geographies, consumer and small and medium sized
enterprises (SME) and secured and unsecured credit; (ii) current
and projected leverage (gross debt / EBITDA) compared with peers;
(iii) strong historical and forecast profitability and (iv)
AnaCap's track record of profitable portfolio investments,
supported by their established debt purchasing analytics. These
strengths are balanced against: (i) AFE's relatively smaller
franchise, limited track record as an operating business and less
established relationships with vendors than peers ; and (ii)
emphasis on growth markets which have a relatively shorter
history of recoveries.

Moody's recognizes the diversification provided by 60% of the
portfolio ERC, or Estimated Remaining Collections, being secured
against 40% unsecured, split across performing and non-performing
consumer and SME lending. The loan portfolio is largely exposed
to the Italian geography where portfolios are likely to be mixed
across loan types and with less granularity versus peers who
focus on smaller balances and unsecured consumer credit in more
mature markets. The firm is well positioned to grow especially in
the Italian and Spanish markets where AFE is likely to engage in
transactions comprised of mixed loan types in line with AnaCap's
opportunistic approach. The firm largely outsources its
collections and thus has limited benefit of fee-based income from
servicing other debt purchaser portfolios.

Given forecast improvements in leverage which Moody's believes is
achievable, Moody's views AFE's proforma debt/EBITDA of 3.9x,
according to Moody's calculations, to be in line with other
similarly rated peers supported by the highly cash generative
nature of the business which will support a relatively fast
deleveraging from current levels. The 60% secured nature of AFE's
loan portfolio results in a collections profile that is more
short-term in nature compared to peers who emphasize longer tail
unsecured consumer credit. Use of cash flow to reduce debt is
expected to be balanced against AFE's strategic objectives to
deploy capital to support growth of Estimated Remaining
Collections (ERC), which was EUR508 million at March 31, 2017. To
support management's growth expectation, Moody's expects AFE to
utilize the EUR45 million super senior revolving credit facility
(RCF) to support opportunistic acquisitions should its cash flow
be insufficient to support these investments.

AFE benefit from an experienced management team at AnaCap who
will provide advisory and risk management services to AFE via a
management service agreement. The unique RAIF structure does
benefit from its own board and senior management team who will
provide ultimate oversight of portfolio acquisitions and
portfolio performance however much of the expertise of the
franchise is derived from its management contract with AnaCap.
Given the infancy of the RAIF, Moody's expects AFE to build out
its corporate structure and a dedicated senior management team as
the business evolves from the initial configuration.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could upgrade AFE's CFR as a result of ; (i) a
demonstrated track record of operation consistent with management
plans and projections, whilst building the strength of the AFE
franchise outside of AnaCap; (ii) a decrease in leverage (gross
debt-EBITDA) below 3.0x on a sustainable basis.

Moody's could downgrade AFE's CFR following; (i) unsuccessful
completion of the move to their post-closing structure, whereby
collateral is not in place to guarantee the notes issued. Should
they be unsuccessful with this transfer, the bonds may face an
event of default. A downgrade may also arise should AFE (ii)
increase its leverage (gross debt-EBITDA) above 5x.

PRINCIPAL METHODOLOGY

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


ANACAP FINANCIAL: S&P Gives Prelim BB- Counterparty Credit Rating
-----------------------------------------------------------------
S&P Global Ratings said that it assigned its preliminary 'BB-'
long-term counterparty credit rating to AnaCap Financial Europe
S.A. (AFE). The outlook is stable.

At the same time, S&P said, "we assigned our preliminary 'BB-'
issue rating and recovery rating of '3' to the proposed senior
secured notes issued by AFE, indicating our expectation of
meaningful recovery (50%-70%; rounded estimate: 60%) in the event
of payment default.

"The rating on the proposed notes is subject to our review of the
notes' final documentation. We also expect to make our issuer
credit rating and issue rating final upon completion of the
transfer of assets to AnaCap Financial Europe from the existing
funds of AnaCap Financial Partners.

"The rating on AFE reflects our view of its lack of operational
track record under the new structure, its limited scale relative
to rated debt purchasing peers, and its narrow business profile.
These weaknesses are mitigated by its good market position in its
primary markets, its ability to leverage the financial services
expertise of AnaCap Financial Partners; and its relatively low
leverage and good debt-servicing.

"AFE is a new entity created under a reserved alternative
investment fund (RAIF) structure in Luxembourg. Assets from
existing funds of AnaCap Financial Partners, which include
financial services nonperforming loans and performing loans, will
be transferred into the new group. We understand that the group's
assets will total about EUR300 million at the close of the
transaction and the proceeds from the notes issuance will
facilitate the payment of transfer value and cover fees and
expenses."

AFE is an intermediate nonoperating holding company (NOHC), which
will consolidate the activities of the group. AFE is owned by
another intermediate NOHC, AnaCap Financial Holdings ScS(p)
(AFH), which in turn is owned by AnaCap Entities. S&P sai, "Our
group credit profile (GCP) captures the restricted group as
defined in the indenture, as well as AFH, AFE's co-investments in
Romanian portfolios, and the impact of its 30% economic interest
in Italy-based Phoenix Asset Management S.p.A., which we reflect
in our assessment of the group's franchise. We do not directly
capture AnaCap Financial Partners in our GCP, which means our
issuer credit rating on AFE does not factor in our view of the
likelihood of extraordinary support. However, we do factor into
the GCP our expectations for the group's financial policy and
overall management, which are influenced by AnaCap Financial
Partners. We do not perceive any material barriers to cash flows
within the group or any significant issues regarding the
fungibility of capital between the parent company, the debt-
issuing company, or the subsidiaries under the new structure.

"We principally compare AFE with other debt collection companies
that we rate, including Arrow Global Group, Cabot Financial,
Garfunkelux Holdco 2 (the holding company of Lowell and GFKL),
Promontoria MCS, and Intrum Justitia. The long-term issuer credit
ratings on these entities range from 'BB+' to 'B+'.

"Our assessment of AFE's business risk profile primarily reflects
its monoline business model focused on purchasing financial
institutions' debt portfolios and maximizing recoveries
exclusively within the financial service industry in Europe. We
consider this business model to be susceptible to the debt-
portfolio selling behaviors of financial services companies or
aggressive actions by its competitors. Although not a part of our
base-case scenario, this has the potential to lead to volume
declines or heightened market risk through uneconomical pricing
of debt in the industry, for example. We consider AFE's revenue
concentration to be more in line with MCS, and less diversified
than Arrow Global, Garfunkelux, and Intrum. Peers that are more
diversified from a revenue perspective have a greater proportion
of fee income in their operating revenues. We view this source of
income as more stable relative to debt purchasing. For example,
we believe revenues from a long-term servicing contract are
generally more predictable relative to collections from debt
portfolios that are purchased at auction. This is reflective of
AFE's lack of in-house servicing capabilities compared with
peers.  

"Our assessment is also constrained by AFE's limited scale
relative to the peer group. The group's 84 month estimated
remaining collections (what it expects to collect from portfolios
already purchased over the next 84 months) is around EUR500
million, which compares with an average of EUR1.1 billion in the
peer group.

"Our view is balanced by recent evidence of AnaCap Financial
Partners' sound origination capabilities built upon its
relationships with financial institutions. We note AnaCap
Financial Partners has a 12-year track record as a financial
services specialist investor. Through its ownership structure, we
consider AFE's unique relationship as a comparative strength, as
it can benefit from the use of AnaCap Financial Partners' larger
balance sheet, data and operations, and client relationships. We
also believe that AFE's financial services portfolios are more
diversified relative to the unsecured consumer finance-focused
peer group. AFE's portfolios have a balanced mix of unsecured and
secured debt of small and midsize enterprises, mortgage debt, and
consumer loans, which could partially reduce the group's future
earnings volatility."

The company is a market leader in Italy, having acquired nine
portfolios in the country comprising 130,000 accounts with a face
value of EUR7.3 billion and 84 month estimated remaining
collections of EUR360 million as of March 2017. Its revenues come
predominantly from Italy (60%), Spain (15%), and Portugal (15%),
with further contributions from Romania and the U.K. Despite the
concentration in Southern Europe, we believe that,
geographically, AFE is more diversified than some of its peers
such as Cabot and MCS, and we don't expect AFE to materially
change its footprint.

In a significant departure to its rated peers, AFE intends on
operating with a fully outsourced master-servicing model, which
is supported by AnaCap's proprietary IT platform, rather than
retaining in-house collections. Data mining and analytics support
both underwriting new investments as well as ongoing servicing
activities. This model allows it to maintain sound operating
efficiency to optimize collections and operations across asset
classes and geographies, without heavy fixed costs and with lower
costs to collect. Entirely outsourcing its collections does
increase its counterparty risk with servicing partners. This is
especially true in the case of AFE's 30% economic interest in
Phoenix Asset Management, which services the majority of AFE's
Italian loan portfolios. AFE has board representation at Phoenix,
and therefore has significant influence over the entity. S&P also
understands that AFE frequently audits its external servicers,
and where necessary only outsources to regulated entities. This
limits the extent of counterparty risk, in our view.

As a RAIF, AFE is not subject to direct supervision by the
"Commission de Surveillance du Secteur Financier" of Luxembourg
(CSSF), but it is overseen by a regulated alternative investment
manager, which is itself regulated by the CSSF. The portfolio
manager and the investment adviser are also regulated by the
Guernsey Financial Services Commission and by the Financial
Conduct Authority, respectively.

S&P said, "Our assessment of AFE's financial risk profile
reflects our expectation for leverage and debt-servicing metrics
after the issuance of its proposed EUR315 million senior secured
notes. The group will also issue a super senior revolving credit
facility (SSRCF), which will support the group's growth ambitions
and liquidity profile.

"We believe that AFE's existing portfolio and organic growth will
allow the company to maintain stable earnings capacity over the
next year. We therefore expect these metrics will remain within
the following ranges over the one-year outlook horizon:"

-- Net debt to S&P Global Ratings-adjusted EBITDA of 3x-4x;
-- Funds from operations (FFO) to debt of 20%-30%; and
-- Adjusted EBITDA to interest of 4x-5x.

When calculating its weighted-average ratios for AFE, S&P applies
a 50% weight to both year-end 2017 and year-end 2018 projections.

S&P said, "Our projections are based on the following
assumptions:

-- "We anticipate an organic increase in the company's earnings  
    capacity through a growing back book of debt portfolios,
    reflecting the availability of good market opportunities.
-- "We expect single-digit revenue growth over our outlook
    horizon, compared with double-digit average revenue growth in
    the peer group.
-- "We expect no significant rise in capital expenditures or
    working capital in 2017 and 2018. The combination of our fair
    business risk profile and significant financial risk profile
    results in a 'bb' anchor.

"We apply a one-notch negative adjustment to our 'bb' anchor to
arrive at the preliminary rating. This reflects some of the risks
associated with the recent creation of the entity and the lack of
an operating track record under the proposed structure. This adds
an element of complexity and operational risk to the group, in
our view. The adjustment also reflects the risk of the group
changing its long-term investment philosophy toward AFE, deciding
to act more as a financial sponsor and dictating an increase in
risk appetite for the entity or a leverage-driven growth
strategy. Moreover, we believe the group could be exposed to
regulatory and operational risks beyond what we capture in our
business risk profile assessment if regulation or laws governing
the collections process materially changed in Italy, where it
possesses most of its acquired portfolios."

The stable outlook on AFE reflects S&P Global Ratings' view that
the company's leverage and debt-service metrics will remain
within the current financial risk profile category over the next
year. This scenario is predicated on our view that the company
will achieve organic growth in total collections, mainly on well-
known geographies and asset types where there remains a large
market opportunity and where it has proprietary data and
expertise in underwriting/pricing and servicing.

S&P, said, "We could lower the ratings if we saw a material
increase in the shareholder's leverage tolerance, a failure in
AFE's control framework, or adverse changes in the Italian
regulatory environment for debt purchasers or in any other
jurisdiction where the company has material exposures. We could
also lower the ratings if we change our view of the group's long-
term investment philosophy toward AFE due to it acting more as a
financial sponsor, dictating an increase in risk appetite or
higher leverage for the entity.

"Although unlikely in the next 12 months, given the new operating
structure, we could raise our ratings on AFE if we see materially
greater diversification in the franchise that supported the
future stability of earnings, for instance, a broader geographic
presence or diversity in its revenue profile to levels similar to
more-diversified peers. We could also raise the ratings if we
believed AFE's credit metrics were likely to remain within the
following ranges on a sustainable basis:

-- Gross debt to adjusted EBITDA of 2x-3x;
-- FFO to total debt of 30%-45%; and
-- Adjusted EBITDA coverage of interest expenses of 6x-10x."


GAZ CAPITAL: Moody's Assigns Ba1 Rating to Proposed Sr. Notes
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating with a loss
given default assessment of LGD4 to the proposed senior unsecured
CHF loan participation notes (LPNs) to be issued by, but with
limited recourse to, Gaz Capital S.A. (Ba1 stable), a public
limited liability company incorporated in Luxembourg. Gaz Capital
will in turn on-lend the proceeds to Gazprom, PJSC (Ba1 stable)
for general corporate purposes. Therefore, the noteholders will
rely solely on Gazprom's credit quality to service and repay the
debt.

"The Ba1 rating assigned to the notes is the same as Gazprom's
corporate family rating because the notes will rank on par with
the company's other outstanding unsecured debt," says Denis
Perevezentsev, a Moody's Vice President -- Senior Credit Officer
and lead analyst for Gazprom.

LPNs will be issued as Series 43 under the existing $40 billion
multicurrency medium-term note programme (rated (P)Ba1) for
issuing loan participation notes. The notes will be issued for
the sole purpose of financing a euro-denominated loan to Gazprom
under the terms of a supplemental loan agreement between Gaz
Capital and Gazprom supplemental to a facility agreement between
the same parties dated 7 December 2005.

RATINGS RATIONALE

The Ba1 rating assigned to the notes is the same as Gazprom's
corporate family rating (CFR), which reflects Moody's view that
the proposed notes will rank pari passu with other outstanding
unsecured debt of Gazprom. The rating is also on par with the
Russian government's foreign-currency bond rating and the
foreign-currency bond country ceiling.

The noteholders will have the benefit of certain covenants made
by Gazprom, including a negative pledge and restrictions on
mergers and disposals. The cross-default clause embedded in the
bond documentation will cover, inter alia, a failure by Gazprom
or any of its principal subsidiaries to pay any of its financial
indebtedness in the amount exceeding $20 million.

Gazprom's Ba1 CFR reflects its strong business profile as
Russia's largest producer and monopoly exporter of pipeline gas,
owner and operator of the world's largest gas transportation and
storage system, and Europe's largest gas supplier. Gazprom's
credit profile benefits from high levels of government support
resulting from economic, political and reputational importance of
the company to the Russian state. The rating also recognizes
Gazprom's strong financial metrics, robust cash flow generation,
underpinned by contracted foreign-currency-denominated revenues,
and modest leverage.

The rating is constrained by Gazprom's exposure to the credit
profile of Russia and is in line with Russia's sovereign rating
and the foreign-currency bond country ceiling of Ba1. The company
remains exposed to the Russian macroeconomic environment, despite
its high volume of exports, given that most of the company's
production facilities are located within Russia.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's would consider an upgrade of Gazprom's ratings if it were
to upgrade Russia's sovereign rating and/or raise the foreign-
currency bond country ceiling provided that the company's
operating and financial performance, market position and
liquidity remain commensurate with Moody's current expectations
and there are no adverse changes in the probability of the
Russian government providing extraordinary support to the company
in the event of financial distress.

The ratings are likely to be downgraded if (1) there is a
downgrade of Russia's sovereign rating and/or a lowering of the
foreign-currency bond country ceiling; (2) the company's
operating and financial performance, market position, and/or
liquidity profile deteriorate materially; and/or (3) the risk of
negative government intervention increases/materialises.

PRINCIPAL METHODOLOGIES

The methodologies used in this rating were Global Integrated Oil
& Gas Industry published in October 2016, and Government-Related
Issuers published in October 2014.

Headquartered in Moscow, Russia, Gazprom is one of the world's
largest integrated oil and gas companies. It is focused on the
exploration, production and refining of gas and oil, as well as
the transportation and distribution of gas to domestic, former
Soviet Union and European markets. Gazprom also owns and operates
the Unified Gas Supply System in Russia, and is the leading
exporter of gas to Western Europe.

As of Dec. 31, 2016, Gazprom had proved total oil and gas
reserves of approximately 132.7 billion barrels of oil
equivalent, with proved gas reserves of approximately 18.6
trillion cubic meters, which are equivalent to more than one
sixth of the world's total. For the last twelve months ended
March 31, 2017, Gazprom produced 434.2 billion cubic meters of
natural gas and 63.6 million tonnes of liquid hydrocarbons. For
the same period, Gazprom reported sales of RUB6.2 trillion and
its Moody's-adjusted EBITDA amounted to RUB1.6 trillion.




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=====================


GREENKO DUTCH: Moody's Rates Proposed USD950MM Sr. Notes (P)Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba2
rating to the proposed 7-year USD backed senior unsecured notes
of Greenko Dutch B.V. (GDBV). The proposed USD950 million notes
are guaranteed by GDBV's holding company, Greenko Energy Holdings
(GEH).

The outlook on the rating is stable.

The provisional status of the rating will be removed upon
completion of the transaction on satisfactory terms.

GDBV is a special purpose vehicle which will use the proceeds
from the USD notes to subscribe to senior secured INR non-
convertible debentures (NCDs) to be issued by each of the other
Restricted Subsidiaries in the restricted group (RG3), which are
wholly-owned/majority-owned by GEH. GDBV is also part of RG3.

GEH is a major energy company in India, with renewable energy
capacity totaling 1.9 gigawatt (GW) at March 31, 2017. Holders of
the USD notes benefit from a guarantee from GEH and a share
pledge over the issuer, thereby establishing a linkage between
the credit profiles of GDBV, RG3 and GEH.

The proceeds from the NCDs will be used to refinance the existing
debt of the restricted subsidiaries, including the existing
USD550 million notes due 2019, project finance debt and
shareholder loans associated with the operating projects that the
parent transfers to RG3.

RATINGS RATIONALE

"The (P)Ba2 rating of the notes is supported by the portfolio
diversity of RG3, with around 1.1 GW of operating assets across
wind, solar and hydro technologies in six states in India," says
Ray Tay, a Moody's Vice President and Senior Credit Officer.

This diversification helps mitigate the risk of its exposure to
seasonal variations in the availability of renewable resources.

"The rating also takes into account the strong commitment, high
credit quality of and strategic oversight by the ultimate
shareholders, especially GIC," adds Tay.

GIC Private Limited (unrated), a sovereign wealth fund of
Singapore (Aaa stable) which owns 64% of GEH, has demonstrated
its commitment to the company by infusing substantial amounts of
equity at the holding company level in the past two years to help
grow the company. Moody's expects that GIC will provide support
to the Greenko group in case of need, in recognition of the
unique importance of such an investment.

However, the rating is constrained by: (1) the high financial
leverage; (2) the weak credit quality of the offtakers; and, (3)
the limited track record of the assets being transferred into
RG3. Other rating considerations include India's renewable energy
policy environment, which continues to evolve.

Over the next 12-24 months, Moody's expects that GDBV will
demonstrate high financial leverage, with FFO interest coverage
at around 1.5x-2.0x, and funds from operations (FFO) to debt of
around 7%-8%.

Moody's believes that there is a very close relationship between
the credit profile of the issuer and that of GEH, because of the
guarantee provided by GEH to USD bondholders. As such, a material
deterioration in GEH's credit profile could impact the rating of
the USD bonds. At the same time, GDBV's notes rating will also be
driven by the credit profile of RG3.

To mitigate currency risks - arising from the absence of USD-
based revenues to service the proposed USD notes - GDBV will be
undertaking a hedging program to manage USD/INR exchange rate
movements by implementing call-spread hedges for the interest
during the three-year non-call period, and 100% of the principal
up to the 7-year forward rate plus a buffer of INR10. GDBV has
the ability to widen the call-spread upper limit and is
incentivized to ensure sufficient hedging is in place, partly
because GEH is liable for any shortfall amounts via the
guarantee, which is denominated in USD.

The NCDs will be secured by the moveable and immovable assets of
RG3. The NCDs will benefit from a financial support arrangement,
whereby restricted subsidiaries will enter into an agreement with
each of the other restricted subsidiaries with assets of more
than 50MW in capacity. Although not a guarantee, this agreement
obliges the larger restricted subsidiaries to support debt
service.

The stable rating outlook reflects Moody's expectation of stable
cash flows from long-term power purchase agreements over the next
few years and the absence of construction risk for the portfolio
of assets in RG3. These factors should support the ability of RG3
to maintain financial metrics within the tolerance levels of the
rating.

Upward momentum in the notes' rating is unlikely over the next
12-18 months, based on GEH's business profile and financial
strategy; the highly-leveraged nature of RG3 and the possibility
for material asset transfers from GEH, which could limit the
improvement in RG3's credit metrics. Nonetheless, the rating
could be upgraded over time, if GEH's credit quality improves and
if RG3 maintains FFO to debt and FFO interest coverage above 12%
and 2.1x, respectively, on a sustained basis.

The rating could come under pressure if: (1) RG3's FFO/debt falls
below 4%-5% on a sustained basis, potentially due to weaker
operational performance; (2) the offtakers' credit quality
weakens materially, which could manifest via a substantial
increase in receivables; and/or, (3) GEH's credit quality
deteriorates materially, either via shareholder changes and/or
operational weaknesses at other assets outside RG3.

The principal methodology used in this rating was Power
Generation Projects published in May 2017.

Greenko Dutch B.V. is the issuer for the proposed USD notes.
Proceeds from the USD notes will be used to subscribe to INR non-
convertible debentures issued by each of the other Restricted
Subsidiaries in RG3, which are wholly-owned/majority-owned by
Greenko Energy Holdings. RG3 has an operating capacity of 1,075
MW of hydroelectric, wind and solar power plants in India.

Greenko Energy Holdings is an Indian renewable company that owns
and operates a diversified portfolio of hydro, wind, solar and
biomass power plants. At March 31, 2017, Greenko Energy Holdings'
total consolidated capacity stood at 1,940 MW, including 1,075 MW
of wind, 380 MW of hydro, 403 MW of solar, and 78 MW of biomass.


HEMA BV: Moody's Assigns B3 CFR, Outlook Stable
-----------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
(CFR) and B3-PD probability of default rating (PDR) to HEMA B.V.
(Hema, the company). Concurrently, Moody's has assigned a
provisional (P)B2 rating to the proposed EUR610 million senior
secured floating rate notes due 2022 and to be issued by HEMA
Bondco I B.V. Moody's has also assigned a provisional (P)Caa2
rating to the proposed EUR150 million senior unsecured notes due
2023 to be issued by HEMA Bondco II B.V. The outlook is stable.

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

RATINGS RATIONALE

The B3 CFR assigned to Hema is supported by the company's (i)
established market position and brand awareness in the
Netherlands; (ii) good growth prospects supported by store
remodeling in the Netherlands, international store expansion, and
a redesigned e-commerce platform; (iii) good liquidity post
refinancing supported by positive free cash flow generation; and
(iv) differentiated and diversified product offering compared to
other retailers.

Conversely, the B3 rating is constrained by the company's (i)
highly-leveraged capital structure, with a Moody's-adjusted pro
forma debt to EBITDA expected to reach 6.8x as of January 28,
2018 and limited deleveraging prospects over the next 18 months;
(ii) relatively high sales concentration in the Netherlands in
the medium term and its exposure to macroeconomic trends ; (iii)
the highly competitive market environment in both the Netherlands
and the company's expansion markets; and (iv) execution risks
associated with the company's expansion plan.

Hema's value proposition is to be less expensive than department
stores and to offer better quality than discount retail companies
with products in the low to middle range of the price spectrum.
Hema differentiates itself thanks to an in-house design team and
unified brand name which allow the company to constantly innovate
and to offer an extensive collection of products. However,
Moody's notes that Hema's mid-market positioning leaves the
company exposed to strong competition both from discounters and
from specialized retailers.

Hema's financial performance is tied to macroeconomic conditions
in the Netherlands as evidenced during the 2009-2015 period, when
Hema experienced a prolonged period of negative like-for-like
sales and declining profitability on the back of declining
consumer spending. Hema's historical performance indicates that
its business is strongly correlated with the economic cycle,
given the discretionary nature of some of its products. The
Netherlands and Hema's international markets have slowly
recovered from difficult economic conditions and Moody's
forecasts that that the Dutch GDP will grow by 2.0% in 2017 and
1.8% in 2018, which should support Hema's like-for-like revenue
growth. Moody's expects future like-for-like sales to grow in the
low single digits supported by the good health of the Dutch
economy and by improving operational performance. Hema is
undertaking several initiatives including a store refurbishment
program in the Netherlands, an overhaul of its e-commerce
platform to allow the cross-selling of different product
categories and a series of cost-cutting initiatives expected to
derive approximately EUR10 million in savings.

Moody's expects Hema's Moody's-adjusted debt / EBITDA to reach
6.8x for the fiscal year ending January 28, 2018. Moody's debt
adjustments for Hema include approximately EUR115 million of Pay-
in-kind (PIK) notes issued at Dutch Lion B.V and capitalized
operating lease commitments of around EUR550 million. Since the
new capital structure does not embed any scheduled amortization
or cash-sweep mechanism, deleveraging will entirely rely on
EBITDA growth. As such, Moody's expects the company's adjusted
leverage to gradually decline over the next 18 months to around
6.5x.

Upon successful closing of the transaction, Moody's expects Hema
to maintain good liquidity over the next 18 months. In addition
to cash on the balance sheet, the company will enter into a 4.5
years EUR100 million revolving credit facility (unrated). There
are no significant debt maturities until 2022 when the senior
secured notes mature. Moody's expects Hema to generate around
EUR70 million of retained cash flow in 2017 and around EUR85
million in 2018, which will suffice to finance around EUR40
million of maintenance and EUR15 million of expansion capital
expenditures per year. However, the company is reliant on its
super senior revolving credit facility (RCF) to finance intra-
year working capital fluctuations that Moody's estimates at about
EUR40 million and will require additional working capital, which
Moody's estimates at around EUR5 million per year, to finance its
store expansion. The new RCF is subject to a minimum EBITDA
covenant of EUR70 million, activated if drawings exceed 25%.

STRUCTURAL CONSIDERATIONS

The B3-PD PDR, in line with the CFR, reflects Moody's assumption
of a 50% loss given default, typical for essentially all-bond
secured capital structure with a single maintenance covenant
under the RCF which is expected to have significant headroom. The
senior secured notes are rated (P)B2, one notch above the CFR,
reflecting their senior priority in waterfall and the cushion
provided by the EUR150 million senior unsecured notes and by the
approximately EUR115 million PIK instrument at Dutch Lion B.V.
level. The (P)Caa2 rating on the senior unsecured notes reflects
their subordinated status in the capital structure with the
EUR610 million senior secured notes and EUR100 million RCF
contractually ranking senior to them.

Rating Outlook

The stable outlook reflects Moody's expectation of continued
growth from new store openings together with moderate like-for-
like growth leading to a gradual deleveraging in the next 12-18
months to around 6.5x while maintaining positive free cash flow
generation. The stable outlook also incorporates Moody's
expectation that the company will successfully refinance the
approximately EUR115 million PIK toggle notes at Dutch Lion B.V.,
Hema's parent company, well ahead of its maturity in 2020 and
does not factor in debt-funded acquisitions.

What Could Change the Rating Up/Down

The company is weakly positioned in the B3 rating category and as
such, an upgrade is unlikely in the short term. However, positive
pressure on the ratings could result from a sustained improvement
in operating performance resulting in solid top line growth and
improving margins, significantly positive free cash flow, and
leverage at or below 5.5x on a sustained basis.

Downward pressure on the ratings could arise should Hema's
operating performance weaken, if the company does not deleverage
from its current levels or if its EBIT/interest coverage moves
below 1.0x. Negative ratings pressure would also arise should the
company's free cash flow generation deteriorate leading to a
weakening in the company's liquidity profile.

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

HEMA is a general merchandise retailer, operating as of April
2017 a network of 713 stores principally in Benelux (89% of total
stores), France (8% of total stores), Germany, Spain and the UK.
HEMA designs, markets, sells and distributes its products under
its own brand name "HEMA", through its owned stores, branded
franchise stores and e-commerce platform. In LTM April 2017, HEMA
generated net sales of EUR1,207 million and EBITDA of EUR110
million. HEMA B.V. is owned by the private equity firm Lion
Capital.


MAXEDA DIY: Moody's Rates Proposed EUR475MM Notes (P)B2
-------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2 rating
to Maxeda DIY Holding B.V.'s proposed EUR475 million worth of
senior secured notes due 2022 (consisting of fixed and floating
rate tranches). Concurrently, Moody's has affirmed Maxeda's B2
corporate family rating (CFR) and upgraded the probability of
default rating (PDR) to B2-PD from B3-PD as a result of the
proposed change in the capital structure. The B2 ratings on the
existing senior secured bank facilities outstanding at Maxeda DIY
B.V. have also been affirmed. The outlook on the ratings remains
stable.

Maxeda will use the proceeds of the new senior secured notes to
repay in advance the outstanding bank facilities at Maxeda DIY
B.V. and to pay transaction costs. Based in the Netherlands,
Maxeda is one of the largest Do-It-Yourself (DIY) retailers in
Benelux.

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

RATINGS RATIONALE

RATIONALE FOR THE ASSIGNMENT OF (P)B2 RATING TO THE PROPOSED
NOTES

The (P)B2 rating assigned to the proposed senior secured notes
reflects the fact that the notes benefit from (1) guarantees and
share pledges from material subsidiaries of Maxeda, which account
for almost all of the company's EBITDA, and (2) pledges over
certain moveable assets of the group. The (P)B2 rating also takes
into account the presence of EUR50 million worth of super senior
revolving credit facility (RCF, unrated) at Maxeda DIY B.V. level
as part of the proposed refinancing. Moody's will withdraw the
rating on the existing bank facilities once they have been fully
repaid.

RATIONALE FOR AFFIRMATION OF B2 CFR

The affirmation of the B2 CFR reflects the leverage neutral
nature of the proposed transaction. Moody's also recognises that,
if and when it is executed, the proposed transaction will
significantly reduce Maxeda's interest expense, as it benefits
from current favorable market conditions, The proposed
transaction will also reduce Maxeda's refinancing risk by
repaying early the bank facilities and will improve its external
sources of liquidity by increasing the RCF to EUR50 million.

The B2 CFR reflects (1) Maxeda's strong market position and long
established brand names in both Belgium and The Netherlands; (2)
the company's extensive network coverage across both countries
which economies have limited correlation; (3) low fashion and
trend risks in the company's business model; (4) the current
favorable macroeconomic environment in Netherlands and Belgium;
and (5) additional opportunities coming from e-commerce growth.

However the B2 CFR is constrained by (1) the high leverage as of
April 2017 at 5.4x Moody's-adjusted (gross) Debt to EBITDA pro-
forma for the proposed refinancing, which is high for the rating
category; (2) the highly discretionary nature of consumers' DIY
spend and the highly cyclical nature of the industry; (3) the
high seasonality of sales owing to weather conditions; and (4)
the company's weak profitability underpinned by difficult
macroeconomic conditions in recent years together with intense
competition and cost inflation, partially offset by cost saving
initiatives.

The B2 CFR assigned to Maxeda balances the company's high
leverage and its sensitivity to economic conditions, against its
good brand recognition and strong market positions in both The
Netherlands and Belgium. The company is recovering from a
prolonged period of negative like-for-like sales in The
Netherlands. Recent sales growth has been supported by favorable
macroeconomic conditions in both Belgium and The Netherlands,
which Moody's expect to continue in the next 12-18 months.

Moody's expects that the company will deleverage in 2017 to
around 5.4x Moody's-adjusted (gross) Debt to EBITDA driven by
moderate EBITDA growth as a result of cost saving initiatives and
a gradual phasing out of restructuring costs (these are included
in Moody's calculations). Given the execution risk related to the
company's growth and cost savings initiatives and that the
Belgian and Dutch DIY markets remain highly competitive, Moody's
expects Maxeda's adjusted leverage will remain high with only
modest deleveraging over the next 18-24 months from the current
5.4x level.

Moody's views Maxeda's liquidity profile as adequate. As of April
2017 and pro forma for the proposed refinancing, the company
would have had access to in excess of EUR120 million of liquidity
from a combination of around EUR70 million cash on the balance
sheet and a EUR50 million covenanted RCF. The company is exposed
to sizeable working capital fluctuations during the course of its
financial year with working capital requirements typically
peaking around fiscal year end and shortly thereafter. Following
the completion of the refinancing of existing senior loan
facilities, the next sizeable maturity will be the EUR475 million
notes in 2022.

STRUCTURAL CONSIDERATIONS

The (P)B2 rating (LGD3) assigned to the EUR475 million worth of
senior secured notes reflects the upstream guarantees and share
pledges from material subsidiaries of the group and pledges on
certain moveable assets of the group. The (P)B2 rating also takes
into account the presence of a super senior RCF in the structure
and sizeable trade payables claims at the level of operating
subsidiaries.

The B2-PD PDR, in line with the CFR, reflects Moody's assumption
of a 50% family recovery rate typical for secured bond structures
with a limited set of incurrence-based financial covenants. More
specifically the RCF documentation includes a net leverage
financial covenant is tested quarterly if the more than 40% of
the RCF, which Moody's doesn't expect in the next 12-18 months.

RATING OUTLOOK

The stable outlook on the ratings reflects Moody's expectation
that: (1) Maxeda will successfully implement its ongoing cost
saving initiatives; (2) moderate improvement in macroeconomic
conditions will support some overall sales growth and broadly
stable margins; and (3) the company will maintain an adequate
liquidity profile.

The stable outlook also reflects Moody's expectation that,
following the proposed refinancing, Moody's-adjusted (gross)
leverage will not rise above 5.75x and that the company will
improve and maintain its Moody's-adjusted EBIT/interest coverage
ratio to 1.5x.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the ratings could result from a successful
implementation of the turnaround plan resulting in a sustained
improvement in operating performance with solid top line growth
and improving margins, positive free cash flow, and a Moody's-
adjusted (gross) leverage falling towards 4.5x on a sustained
basis.

Negative pressure could be exerted on Maxeda's ratings if: (1)
its market positions and operating performance were to
deteriorate, for example owing to even more intense competition,
negative like-for-like sales or reduced margins, such that its
Moody's-adjusted EBITDA would decrease from the current level on
a prolonged basis; (2) Moody's-adjusted (gross) Debt/EBITDA would
increase above 5.75x; (3) free cash flow remains negative for an
extended period of time; or (4) its liquidity profile were to
weaken.

PRINCIPAL METHODOLOGIES

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

CORPORATE PROFILE

Maxeda, domiciled in Amsterdam, the Netherlands, is a Do-It-
Yourself (DIY) retailer that operates in the Netherlands, Belgium
and Luxembourg, with various offline and online formats. Its
offline network comprises over 389 stores of which 205 own
stores. For the financial year ended January 31, 2017, the
company reported revenues of EUR1.36 billion and an Adjusted
EBITDA of EUR97 million.


MAXEDA DIY: S&P Assigns B- Long-Term CCR on Proposed Refinancing
----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B-' long-term
corporate credit rating to Maxeda DIY Group B.V., the holding
company for Benelux-based DIY retailer Maxeda. The outlook is
positive.

At the same time, S&P said, "we assigned our 'B+' long-term issue
rating to Maxeda DIY Holding B.V.'s new EUR50 million super
senior revolving credit facility (RCF). We assigned a '1'
recovery rating to the facility, reflecting our expectation of
very high recovery (90%-100%; rounded estimate: 95%) in the event
of default.

"We also assigned our 'B-' long-term issue ratings to the group's
proposed EUR275 million fixed-rate senior secured notes and
EUR200 million floating-rate senior secured notes. We assigned
'4' recovery ratings to both of these notes, reflecting our
expectation of average recovery prospects (30%-50%; rounded
estimate: 35%) in the event of default.

"The ratings are subject to the successful issuance of the bonds
and implementation of the new RCF, and our review of the final
documentation. If S&P Global Ratings does not receive the final
documentation within a reasonable time frame, or if the final
documentation departs from the materials we have already
reviewed, we reserve the right to withdraw or revise our ratings.

"We revised the outlook on Maxeda DIY B.V. to positive from
stable and affirmed the long-term corporate credit rating at 'B-
'.

"We also affirmed our 'B-' long-term issue rating on Maxeda DIY
B.V.'s EUR20 million RCF and EUR467 million term loan. Our
recovery rating remains '4' on both instruments reflecting our
expectation of average recovery prospects (30%-50%; rounded
estimate: 45%) in the event of default. We expect to withdraw
these issue ratings and the corporate credit rating on Maxeda DIY
B.V. once the proposed transaction has been completed.

"The outlook revision reflects our view that the proposed
transaction has several credit-positive features. Maxeda will
benefit from a material annual interest expense saving and
relaxed financial maintenance covenants that should relieve
previous liquidity pressures from covenant step-downs in the
current debt structure.

"The positive outlook also reflects our expectation of more
accommodating macroeconomic conditions in both the Netherlands
and Belgium, which should support more robust trading in their
respective DIY markets and greater topline growth for Maxeda than
we had previously anticipated. Combined with a reduction in
labor, rental, and logistics and other fixed costs, this should
translate into improvements in profitability and free operating
cash flow (FOCF) generation, the latter of which we expect to
turn positive this year.

"We expect credit metrics to strengthen in the fiscal year (FY)
ending Jan. 31, 2018, with S&P Global Ratings-adjusted debt to
EBITDA declining to about 5.5x-6.0x (equivalent to 4.5x-5.0x if
excluding the EUR175 million of preference shares, which we
consider debt-like), compared with the 6.7x in FY 2017. We also
forecast an improvement in adjusted funds from operations (FFO)
to debt, which we expect to reach 10%-12% from 8.2% last year.
Maxeda's EBITDAR coverage (reported EBITDA plus rent to cash
interest plus rent) will also improve under our base case to
around 1.5x in FY 2018 from the 1.3x posted in FY 2017. If these
metrics strengthen as we expect, they would place Maxeda at the
stronger end of our highly leveraged financial risk profile
category, compared with peers."

During 2015, all mezzanine debt was converted to EUR175 million
of preference shares in the ultimate parent Maxeda DIY Group B.V.
S&P said, "Although we view the preference shares as debt-like
and include them in our adjusted metrics, we recognize their
cash-preserving nature and deep subordination in the capital
structure. We also include EUR24 million in our debt metrics
relating to inventory repurchase agreements, which we view as
akin to financial guarantees.

"We anticipate that Maxeda will maintain its position as the
leading DIY retailer in Belgium and the No. 2 player in the
Netherlands. However, we expect competition to remain fierce,
exacerbated by pressure from the expansion of competitors,
discounters and the continued shift of consumer spending online.
Maxeda's modest overall scale, limited geographic diversity, and
high degree of operating leverage--exacerbated by the seasonality
of the group's offering and sticky wage costs--mean it remains
susceptible to weak macroeconomic and housing market conditions.
Earnings visibility therefore remains low, and although we expect
an expansion in margins, this is from a fairly modest base.
Substantial improvements remain limited by continued
restructuring costs and the margin-dilutive franchise business.
This, combined with material capital expenditures (capex), will
limit more material FOCF generation over the next 12 months."

S&P's base-case assumptions are:

  -- Economic activity in the eurozone continues to strengthen,
     and as such we forecast a more accommodating macroeconomic
     environment than previously. In the Netherlands, S&P said,
     "we forecast real GDP growth of 2.2% in calendar 2017, 1.9%
     in 2018, and 1.8% in 2019. We expect this to translate into  
     continued real consumption growth of 1.5% in 2017, 1.6% in
     2018, and 1.4% in 2019. In Belgium, we expect real GDP
     growth of 1.6% in both 2017 and 2018, followed by 1.5% in
     2019. We expect this to translate into real consumption
     growth of 1.6% in 2017, 1.7% in 2018, and 1.5% in 2019.
  -- "We expect overall revenue growth of 1%-3% in FY 2018 and FY
     2019, constrained by continued competitive pressures, a
     slower pace of growth in the DIY segment than nominal
     consumption, and limited store expansion plans.
  -- "We forecast reported EBITDA margin expansion of 100-150
     basis points over the next 12 months, fueled by continued
     realization of cost improvements together with declining
     restructuring, transformational, and exceptional costs.
  -- "We assume total capex (including uncommitted amounts) of
     EUR35 million-EUR45 million over the next 12 months."

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

-- Adjusted EBITDA of EUR175 million-EUR185 million in FY 2018,
    compared with the EUR158 million generated in FY 2017;
-- Adjusted debt to EBITDA of 5.5x-6.0x in both FY 2018 and FY
    2019, equivalent to 4.5x-5.0x excluding the EUR175 million of
    preference shares;
-- Adjusted FFO to debt of 10%-12% both FY 2018 and FY 2019;
-- Reported FOCF generation of up to EUR20 million in FY 2018;  
    and
-- Adjusted EBITDAR coverage of about 1.5x.

The proposed transaction contains just one consolidated senior
secured net leverage covenant applicable under the RCF agreement.
The covenant is springing at 40% drawing on the facility (not
including any drawings for guarantees, letters of credit, or
related fees and expenses) and is tested at 7.1x. This covenant
test does not lead to any events of default or cross-default
clauses on any of the rest of the capital structure, but could
limit future availability under the RCF.

S&P said, "We forecast comfortable headroom under the proposed
covenant and thus envisage full availability of the EUR50 million
committed under the facility.

"The positive outlook reflects our expectation of improving
profitability and a return to positive FOCF generation over the
next 12 months thanks to a more accommodating macroeconomic
environment in both the Netherlands and Belgium and the continued
execution of Maxeda's turnaround plan, leading to stronger credit
metrics than we had previously anticipated.

"For any upgrade to occur, we would need to see a sustained
improvement in financial metrics, with reported FOCF turning
materially and sustainably positive and a reduction in adjusted
leverage towards 5x, with an EBITDAR coverage ratio of about
1.5x, in line with our base-case scenario, on a sustained basis.

"We would also expect continued commitment from the financial
sponsors to maintain a financial policy supportive of improved
credit metrics, along with adequate liquidity.

"We could revise the outlook back to stable if Maxeda failed to
raise profitability or post sustainably positive reported FOCF,
thereby failing to deleverage in line with our base case. This
could occur if the company were to face unexpected loss of market
share or encountered setbacks in the execution of its cost saving
and working capital management initiatives, leading to
considerably lower earnings, profitability margins, or cash
generation than we anticipate."

Evidence of a more aggressive financial policy focused on debt-
financed shareholder remuneration could also lead to a sustained
weakening of Maxeda's credit metrics and thereby a negative
rating action.


UNITED GROUP: S&P Affirms B Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
and issue ratings on Netherlands-based telecom and cable
investment holding company United Group B.V. The outlook is
stable.

At the same time, we assigned our 'B' issue rating to the
company's proposed EUR1.35 billion senior secured notes.

The affirmation follows United Group's announcement of its plan
to raise EUR1.35 billion of senior secured notes. The funds will
be used to refinance the existing capital structure and for the
acquisition of media assets from CME. As part of this transaction
the EUR229 million payment-in-kind loan (including accrued
interest) will be refinanced at the level of restricted group as
part of the proposed notes.

United Group has signed the acquisition of CME's assets in
Slovenia and Croatia. The acquired assets include the leading TV
channels in both countries; both lead the TV advertising markets
in their respective markets, with more than 50% of total market
advertising revenues.

We see this transaction as fairly neutral for the company's
credit quality. We regard the addition of these assets as
marginally positive for the company's business risk profile
because they add scale and diversification: media will now
contribute to approximately one-quarter of the company's revenues
and will add value as a differentiating factor from some of
United Group's competitors. However, this is somewhat offset by
the relatively low margins for the acquired assets, notably in
Croatia (we anticipate the main channel in Slovenia will see
increased carriage revenues as it transitions to pay-TV), and
increased exposure to more volatile advertising revenues compared
with the company's core subscription-based revenues. Overall, the
business risk profile continues to be constrained by a limited
presence in the mobile market, concentration of geographic
footprint in small and price-sensitive Eastern European
countries, significant country risk, and a relatively high
capital spending to sales ratio.

Following the proposed debt-funded acquisition, we currently
forecast slightly higher-than-previously-anticipated adjusted
debt to EBITDA of about 6x in 2017 (similar to adjusted leverage
in 2016), compared with our previous forecast of adjusted
leverage declining toward 5x. However, we foresee an improvement
in the company's EBITDA interest ratio to about 4x following an
anticipated reduction in the cost of debt as the company
refinances its existing 7.875% notes.

The rating remains constrained by the aggressive sponsor-owned
financial policy as reflected in its highly leveraged capital
structure and M&A appetite.

S&P's base case assumes:

-- Revenue growth of about 11% in 2017 and about 8% in 2018,
    excluding the proposed acquisition, resulting from continued
    growth of revenue growth units and mobile market share growth
    at Tusmobil, somewhat offset by pricing pressures pushing
    down the prices of broadband and telephony packages and the
    maturing of the Slovenian broadband market;
-- CME assets contributing about EUR105 million (pro forma) in
    2017 and about EUR115 million in 2018, with growth mainly
    linked to a contracted step-up in carriage fees in Slovenia
    as well as some market growth in advertising revenues;
-- Slightly declining margins due to the margin dilutive impact
    of the media assets to about 40% (before acquisition-related
    and restructuring costs), from about 41% in 2016;
-- A declining, though still high capital expenditure (capex)-
    to-sales ratio toward 23% by 2018 due to continued network
    expansion, and high customer premises equipment costs but
    lower capex for the media assets; and
-- Continued bolt-on acquisitions of about EUR20 million a year.

Based on these assumptions, S&P arrives at the following adjusted
credit measures in 2016-2017:

-- Debt to EBITDA of about 6x in 2017, and about 5.5x in 2018,
    compared with 6.1x in 2016;
-- Funds from operations (FFO) cash interest coverage of about
    3.7x in 2017 and 4.3x in 2018; and
-- Flat to marginally positive free operating cash flow (FOCF)
    in 2017 growing to EUR20 million-EUR30 million in 2018.

S&P said, "The stable outlook reflects our anticipation that
United Group will continue to deliver solid organic growth over
the next two years, and that FOCF will improve and cash interest
coverage will be about 4x.

"We may lower the rating if the company meaningfully
underperforms compared with our current growth assumptions,
limiting its ability to generate positive FOCF by 2018.

"We could also lower the rating if FFO cash interest coverage
fell below 2x.

"We are unlikely to raise the rating over the next two years
given the company's limited size and country-related risks, and
our view that the capital structure will likely remain highly
leveraged due to the group's aggressive financial policy.
Additionally, the rating will likely remain constrained by the
company's limited free cash flow generation due to its ambitious
growth appetite, which we anticipate will result in continued
high capex and bolt-on acquisitions.

"We could, however, raise the rating in the longer term if free
cash flow generation improves, leading to FOCF to debt
sustainably higher than 5% and adjusted debt to EBITDA of less
than 5.5x while maintaining FFO cash interest coverage of more
than 3x."


===============
P O R T U G A L
===============


SAGRES SOCIEDADE: Moody's Assigns Ba2(sf) Rating to Cl. C Notes
---------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to notes issued by SAGRES - Sociedade de Titularizacao de
Creditos, S.A.:

-- EUR120.1M Class A Asset-Backed Floating Rate Notes due March
    2033, Definitive Rating Assigned A2(sf)

-- EUR7.0M Class B Asset-Backed Floating Rate Notes due March
    2033, Definitive Rating Assigned Baa3(sf)

-- EUR7.1M Class C Asset-Backed Floating Rate Notes due March
    2033, Definitive Rating Assigned Ba2(sf)

Moody's has not assigned ratings to the EUR7.1M Class D and
EUR3.5M Class E Notes.

RATINGS RATIONALE

Ulisses Finance No. 1 is a revolving cash securitisation of auto
receivables extended by 321Credito -- Instituicao Financeira de
Credito, S.A. ("321C") to obligors located in Portugal. The
revolving period ends 12 months after the closing date. The
portfolio consists of auto loans extended to mainly private
obligors. The originator and servicer is 321C (NR). This is the
first public securitisation transaction by 321C, a small
originator set up as the reformed specialised lender, under the
Ulisses programme. Formerly known as BPN Credito, the company
issued four public auto loan securitisations under the Chaves
programme before its nationalisation and privatisation at a later
stage.

As at May 31, 2017, the definitive portfolio of underlying assets
consists of monthly paying standardised auto loans granted by
dealerships to either private individuals 95.56% or commercial
borrowers 4.44% to purchase mostly used vehicles. The agreements
are granted to private individuals or commercial borrowers
resident in Portugal, with mostly fixed rates 87.94% of the pool
and a total outstanding balance of approximately EUR141.2
million. The WA seasoning in the portfolio is 13.4 months and the
WA LTV is 94%.

The transaction benefits from credit strengths such as the
granularity of the portfolio, significant excess spread,
counterparty support through the back-up servicer, hedge provider
and independent cash manager. The transaction benefits from a
closing yield of 8.98%. Available excess spread can be trapped to
cover defaults and losses through the individual tranche PDLs.

However, Moody's notes that the transaction features some credit
weaknesses such as operational risk, interest rate risk, arrears
information has not been audited and historical performance data
of loans originated by 321C is limited. However, the risks are
partially mitigated by the entity's historical information from
BPN Credito business from which it was derived. There is high
reliance on 321C in its role as servicer, which is mitigated by
the presence of a back-up servicer, Servdebt, Capital Asset
Management, S.A. (NR). The interest risk is partially mitigated
by the existence of an interest rate cap that protects the notes
if Euribor reaches above 2.0% during the first 5 years and 4.0%
afterwards. Loans assigned to the Issuer will not be more than 30
days in arrears according to the eligibility criteria. In
addition, the revolving structure could increase performance
volatility of the underlying portfolio. Various mitigants have
been put in place in the transaction structure, such as early
amortisation triggers and eligibility criteria for the portfolio
additions.

Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of auto loans and the
eligibility criteria; (ii) historical performance provided on
321C total book; (iii) the credit enhancement provided by
subordination, excess spread and the reserve fund; (iv) the
revolving structure of the transaction; (v) the liquidity support
available in the transaction by way of principal to pay interest
and the reserve fund; and (vi) the overall legal and structural
integrity of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default
rate of 7.0%, expected recoveries of 30.0% and a A1 portfolio
credit enhancement ("PCE") of 22.0% for both the current and
additional portfolios of the issuer. The expected defaults and
recoveries capture Moody's expectations of performance
considering the current economic outlook, while the PCE captures
the loss Moody's expects the portfolio to suffer in the event of
a severe recession scenario. Expected defaults and PCE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in its ABSROM cash flow model to
rate consumer ABS transactions.

The portfolio expected mean default rate of 7.0% is higher than
the EMEA Auto ABS average and is based on Moody's assessment of
the lifetime expectation for the pool taking into account (i)
historic performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.

Portfolio expected recoveries of 30.0% are lower than the EMEA
Auto ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i)
historic performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.

PCE of 22.0% is higher than the EMEA Auto ABS average and is
based on Moody's assessment of the pool taking into account (i) a
degree of uncertainty considering the depth of data Moody's
received from the originator to determine the expected
performance of the portfolio, and (ii) the relative ranking to
the originators peers in the EMEA Auto ABS market. The PCE level
of 22.0% results in an implied coefficient of variation ("CoV")
of 65.4%.

METHODOLOGY

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Auto Loan- and Lease-Backed ABS"
published in October 2016.

Please note that on March 22, 2017, Moody's released a Request
for Comment, in which it has requested market feedback on
potential revisions to its Approach to Assessing Counterparty
Risks in Structured Finance. If the revised Methodology is
implemented as proposed, the Credit Ratings on Ulisses Finance
No. 1 are not expected to be affected. Please refer to Moody's
Request for Comment, titled "Moody's Proposes Revisions to Its
Approach to Assessing Counterparty Risks in Structured Finance",
for further details regarding the implications of the proposed
Methodology revisions on certain Credit Ratings.

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

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE
RATINGS:

Factors or circumstances that could lead to an upgrade of the
ratings of the notes would be (1) better than expected
performance of the underlying collateral; (2) increase in credit
enhancement of notes due to deleveraging; or (3) a lowering of
Portugal's sovereign risk leading to the removal of the local
currency ceiling cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
321C; or (3) an increase in Portugal's sovereign risk.

LOSS AND CASH FLOW ANALYSIS:

Moody's used its cash flow model ABSROM as part of its
quantitative analysis of the transaction. ABSROM enables users to
model various features of a standard European ABS transaction -
including the specifics of the loss distribution of the assets,
their portfolio amortisation profile, yield as well as the
specific priority of payments, swaps and reserve funds on the
liability side of the ABS structure. The model is used to
represent the cash flows and determine the loss for each tranche.
The cash flow model evaluates all loss scenarios that are then
weighted considering the probabilities of the lognormal
distribution assumed for the portfolio loss rate. In each loss
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders. Therefore,
the expected loss or EL for each tranche is the sum product of
(i) the probability of occurrence of each loss scenario; and (ii)
the loss derived from the cash flow model in each loss scenario
for each tranche.

STRESS SCENARIOS:

As described in above, Moody's analysis encompasses the
assessment of stressed scenarios.

MOODY'S PARAMETER SENSITIVITIES

In rating consumer loan ABS, the mean default rate and the
recovery rate are two key inputs that determine the transaction
cash flows in the cash flow model. Parameter sensitivities for
this transaction have been tested in the following manner:
Moody's tested nine scenarios derived from a combination of mean
default rate: 7.0% (base case), 7.7% (base case + 0.7%), 8.40%
(base case + 1.4%) and recovery rate: 30.0% (base case), 25.0%
(base case - 5.0%), 20.0% (base case - 10%). The model output
results for Class A Notes under these scenarios vary from A2
(base case) to A3 assuming the mean default rate is 8.4% and the
recovery rate is 20.0% all else being equal.

Parameter sensitivities provide a quantitative/model indicated
calculation of the number of notches that a Moody's rated
structured finance security may vary if certain input parameters
used in the initial rating process differed. The analysis assumes
that the deal has not aged. It is not intended to measure how the
rating of the security might migrate over time, but rather how
the initial model output of the notes might have differed if the
two parameters within a given sector that have the greatest
impact were varied.


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


KOKS PJSC: S&P Ups CCR to B on Improved Liquidity, Outlook Pos.
---------------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating
on Russia-based vertically integrated coking coal, coke, iron
ore, and pig iron producer KOKS PJSC to 'B' from 'B-'. S&P said,
"We removed the rating from CreditWatch with positive
implications where we placed it on April 18, 2017. The outlook is
positive.

"At the same time, we raised our issue rating on the company's
senior unsecured bond to 'B' from 'B-' and also removed it from
CreditWatch positive.

"The upgrade reflects our view on Koks' improved liquidity and
capital structure after the company used the proceeds from its
bond placement to repay a significant slice of short-term
maturities. As a result, the company's short-term debt maturities
declined to RUB5 billion (about $83 million) from
over RUB17 billion (over $290 million), which we view as
manageable. Although we still view liquidity as less than
adequate, we do not envisage liquidity issues in the next two to
three years if the company remains committed to further improving
its debt maturity profile. Notably, we expect the company to sign
a number of long-term credit agreements, which should support
further improvement in liquidity.

"The upgrade also recognizes Koks' solid operating and financial
performance and further improvement in credit metrics, which we
expect in the second half of 2017 and 2018 on the back of
supportive market conditions, and the ramp up of two coal mines.
The latter should also bring scale benefits and improve the
company's self-sufficiency in raw materials, thereby further
boosting profitability. This should improve cash flow generation:
We forecast FFO to debt will gradually improve to about 20% from
10% in 2016. Credit metrics could improve even further if the new
bank lines are raised at lower interest rates, although this is
not factored into our base-case scenario.  

"We understand that the company has achieved steady growth in
financials in the first half of 2017, capturing a meaningful
increase in coal prices in late 2016 to early 2017, further
supported by the expectation of healthy positive free operating
cash flow (FOCF) despite large investments.

"Koks' business risk continues to be constrained by the high
volatility of coal, coke, and pig iron prices, together with
limited diversity on the product mix. Furthermore, we note Koks'
aggressive financial policy, notably noncore asset investments,
such as involvement in the steel project OOO Tulachermet-Stal,
which is currently not part of the group, or the hotel
acquisition that became part of the group in 2016.

"The positive outlook reflects that we could raise the rating if
Koks' credit metrics continue to improve on the back of positive
free cash flow. In our base-case scenario, we assume FFO to debt
of 18%-25% in 2017-2018, but we see potential for even stronger
improvement in the case of more supportive market conditions or a
large reduction in interest expense, which is not factored into
our base case.

"We could raise the rating if FFO to debt improves to about 30%,
on the back of growth of volumes of higher-grade coal and
supportive market conditions. Rating upside would also require
adequate liquidity and a manageable capital structure.

"We could revise the outlook back to stable if the company does
not achieve material EBITDA growth due to weaker market
conditions or a lower-than-expected impact from the ramp up of
new mines. Further downside risk could stem from deterioration in
liquidity, although not expected in our base-case scenario,
unexpected material acquisitions, and higher-than-currently-
anticipated noncore asset investments."


LENTA LLC: Fitch Affirms BB Long-Term IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Lenta LLC's Long-Term Foreign and
Local Currency Issuer Default Ratings (IDRs) and senior unsecured
bonds at 'BB'. The Outlooks on the IDRs are Stable.

The affirmation reflects Fitch expectations that Lenta will
maintain conservative credit metrics relative to close sector
peers, while executing its growth strategy and improving its
market position. Fitch assumes that the company's strict
financial discipline and control over costs should help protect
the balance sheet amid strengthened competition, sales
cannibalisation and weak consumer spending in Russia. The ratings
remain supported by Lenta's good access to local funding and
strong financial flexibility.

KEY RATING DRIVERS

Enlarging Business Scale: The ratings factor in Fitch
expectations of improvement in Lenta's market position and
further growth in its EBITDAR to levels more commensurate with
the 'BB' rating category. The company intends to become the
third-largest food retailer in Russia by 2020, up from fifth-
largest by sales in 2016. Fitch assume Lenta's expansion strategy
will be supported by its robust business model and growth
opportunities in the Russian food retail market arising from its
fragmented nature and still high proportion of traditional retail
relative to modern chains.

Reduction in LfL Sales: Lenta's like-for-like (LfL) sales
declined by 1.7% in 1Q17 and Fitch expects overall organic sales
growth to remain under pressure in 2017. This is due to sales
cannibalisation by own stores as well as increased competition in
the market as consumer spending in Russia remains weak. This is
reflected in Fitch expectations of weak footfall and higher
operating leverage in 2017. Fitch expects Lenta will be able to
mitigate this pressure by retaining tight control over personnel
and other store costs (keeping them relatively stable as a
proportion of revenue).

Decreasing but Strong Margins: As previously, Fitch projects
Lenta's EBITDA margin will reduce gradually to 9.2% by 2020
(2016: 10.4%) but remain strong compared with Russian and
European food retail peers. The major drivers of lower margins
will be rising operating lease expenses and margin sacrifices to
withstand competition. This is despite Fitch expectations that
the company's growing scale is likely to result in greater
bargaining power with suppliers.

Moderate Leverage: Fitch expects FFO adjusted leverage to reduce
slightly to 3.5x in 2017 (2016: 3.7x) and remain around that
level over the medium term. Deleveraging in 2017 should be
supported by shifting a portion of capex to 2018. This
demonstrates the company's ability to manage leverage through the
timing of its store roll-out programme and could be applied
further should economic or business conditions become more
challenging. The ratings assume the company will maintain its
conservative and consistent financial policy.

Mildly Negative FCF: Fitch projects Lenta's FCF to remain
negative but the proportion of capex funded with operating cash
flow should increase to 65%-80% (2016: 45%). This is because
Fitch now assume slower selling space expansion and therefore
lower capex. Fitch forecasts for operating cash flows in 2017
takes into account shorter trade payable days following trade law
amendments in 2016, which came into full force in 2017.

Healthy Financial Flexibility: Lenta has the strongest FFO fixed
charge coverage (2016: 2.7x) of its Russian peers due to high
levels of store ownership. Fitch projects the fixed charge cover
metric to remain relatively stable at around 2.5x over 2017-2020,
solid for the rating, although Fitch factor in a growing share of
leasehold stores due to fast expansion in the supermarket format.
Lenta's financial discipline, access to external funding, limited
FX exposure also supports the group's financial flexibility and
mitigates its relatively weak liquidity ratio for the rating.

Limited Format Diversification: The ratings are constrained by
Lenta's limited diversification outside its core hypermarket
format. Supermarkets accounted for only 4% of the group's sales
in 2016 and Fitch expects this share to only grow to around 15%
by 2020, despite Lenta's accelerated expansion under the format.
However, Fitch considers the move towards accelerating format
diversification as credit positive if it does not dilute
profitability on a sustained basis.

Average Recoveries for Unsecured Bondholders: Lenta's bonds are
rated in line with its Long-Term Local-Currency IDR of 'BB' as
the bonds are pari passu with unsecured bank loans and there is
no prior-ranking debt. The bonds' rating reflects Fitch views of
average recovery expectations in case of default.

DERIVATION SUMMARY
Lenta has a stronger business profile and better credit metrics
than O'Key Group SA (B+/Stable). Lenta is rated at the same level
as X5 Retail Group N.V. (BB/Stable) but has less headroom under
its 'BB' rating, primarily because Lenta has lower scale and
format diversification despite its stronger coverage metrics.
X5's rating is constrained by weak FFO fixed charge coverage. In
comparison with international retail chains, Lenta has smaller
business scale and diversification than Chile-based Cencosud SA
(BBB-/Stable) and French and Brazilian retailer Casino Guichard-
Perrachon SA (BB+/Stable) but its credit metrics are
substantially stronger. The weak operating environment in Russia
contributes to a lower rating for Lenta relative to global peers,
in line with Fitch criterias. There is no Country Ceiling
constraint on the ratings.

KEY ASSUMPTIONS
.
Fitch's key assumptions within Fitch ratings case for the issuer
include:
- 15% revenue CAGR over 2017-2020 driven primarily by increase
   in selling space
- EBITDA margin gradually decreasing to 9.2%
- Capex at 8%-9% of revenue
- No external dividends paid by Lenta Ltd funded by Lenta LLC.
- No large-scale debt-funded M&A
- Maintained negative working capital position

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
Positive rating action is unlikely in the coming two years,
unless there is a material improvement in Lenta's market position
translating into EBITDAR of at least EUR1 billion, and subject
to:
- Solid execution of the company's expansion plan and good LfL
   sales growth relative to peers
- Maintaining EBITDA margin at around 9%
- FFO-adjusted gross leverage below 3.0x on a sustained basis
- FFO fixed charge coverage above 2.5x on a sustained basis

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- A sharp contraction in LfL sales growth relative to close
   peers along with material failure in executing the company's
   expansion plan
- EBITDA margin erosion to below 8%
- FFO-adjusted gross leverage above 4.0x on a sustained basis
- FFO fixed charge cover significantly below 2.5x
- Deterioration of liquidity position as a result of high capex,
   worsened working capital turnover and weakened access to local
   funding

LIQUIDITY
Adequate Liquidity: As at June 6, 2017, Lenta's cash of RUB5.1
billion and available undrawn committed credit lines of RUB11.5
billion were insufficient to cover expected negative FCF and
RUB27.5 billion in short-term debt. Nevertheless, Fitch believes
that the company's liquidity position is supported by capex
scalability and Lenta's good access to bank loans and capital
markets as evidenced by recent refinancing activities. As at
June 6, 2017 Lenta had RUB23.8 billion of undrawn uncommitted
credit lines.


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


ABENGOA BIOENERGY: Taps Teneo Capital as Restructuring Advisor
--------------------------------------------------------------
Abengoa Bioenergy US Holding LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to hire
Teneo Capital LLC as restructuring advisor.

The firm will provide consulting services to the company and its
affiliates in connection with the litigation surrounding the
claims of Compania Espanola de Financiacion del Desarrollo,
Cofides, S.A., and the confirmation of the Debtors' Chapter 11
plan.

Teneo Capital will also provide expert testimony in support of
the Debtors' bankruptcy cases if requested, and prepare an expert
report.

The Debtors tapped the firm after its senior managing director
Christopher Wu, who had provided them with consulting services
while he was a partner at Carl Marks Advisory Group LLC, began
working for the firm in April this year.   

Teneo Capital will receive a monthly consulting fee of $150,000,
and will be reimbursed for work-related expenses.

As Mr. Wu began providing the consulting services while he was a
partner at CMAG, the firms have agreed that CMAG will receive the
first monthly installment of $150,000 while Teneo Capital will
receive the second installment of $150,000.

Mr. Wu disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Teneo Capital can be reached through:

     Christopher K. Wu
     Teneo Capital LLC
     280 Park Avenue, 4th Floor
     New York, NY 10017
     Tel: +1 (212) 886 1600
     Fax: +1 (212) 886 9399
     Email: Info@TeneoHoldings.com

                About Abengoa Bioenergy US Holding

Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A., a Spanish company founded in 1941.  The global
headquarters of Abengoa Bioenergy is in Chesterfield, Missouri.  

With a total investment of $3.3 billion, the United States has
become Abengoa S.A.'s largest market in terms of sales volume,
particularly from developing solar, bioethanol, and water
projects.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range
of customers in the energy and environmental sectors.  Abengoa is
one of the world's top builders of power lines transporting
energy across Latin America and a top engineering and
construction business, making massive renewable-energy power
plants worldwide.

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC
("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7
petition for Abengoa Bioenergy Company, LLC ("ABC").  ABC's
involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178.  
ABNE's involuntary Case is Bankr. D. Neb. Case No. 16-80141.  An
order for relief has not been entered, and no interim Chapter 7
trustee has been appointed in the Involuntary Cases.  The
petitioning creditors are represented by McGrath, North, Mullin &
Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion.  The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.

The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC
as financial advisor, Lazard as investment banker and Prime Clerk
LLC as claims and noticing agent.

The Troubled Company Reporter, on March 14, 2016, reported that
the Office of the U.S. Trustee appointed seven creditors of
Abengoa Bioenergy US Holding LLC and its affiliates to serve on
the official committee of unsecured creditors.  The Office of the
U.S. Trustee on June 14 appointed three creditors of Abengoa
Bioenergy Biomass of Kansas LLC to serve on the official
committee of unsecured creditors.

The creditors' committee of Abengoa Bioenergy US Holdings
retained Lovells US LLP as counsel, Thompson Coburn LLP as local
counsel, and FTI Consulting, Inc. as financial advisor.

The creditors' committee of Abengoa Bioenergy Biomass of Kansas
retained Baker & Hostetler LLP as counsel, Robert L. Baer as
local counsel, and MelCap Partners, LLC as financial advisor and
investment banker.

On January 25, 2017, the Debtors filed a joint Chapter 11 plan of
liquidation and disclosure statement.  The court approved the
disclosure statement after a hearing on February 27, 2017.


BANCO POPULAR: Jr. Bondholders Question Transparency, Valuation
---------------------------------------------------------------
Tom Beardsworth at Bloomberg News reports that lawyers
representing a group of Banco Popular SA's wiped out junior
bondholders sent a letter to the European Parliament questioning
the transparency and valuation of the Spanish bank's resolution.

Quinn Emanuel Uruhart & Sullivan LLP represents holders of about
EUR850 million (US$969 million) of junior debt, according to the
letter dated July 10 and seen by Bloomberg News.

Pacific Investment Management Co., Anchorage Capital Group,
Algebris Investments and Ronit Capital are among investors
seeking to challenge the forced write down of additional Tier 1
and Lower Tier 2 bonds, Bloomberg discloses.

The letter was addressed to Roberto Gualtieri, head of the
European Parliament's Economic and Monetary Affairs Committee,
and sent ahead of a public hearing on July 11 with Elke Koenig,
who leads the Single Resolution Board that imposed losses on the
debt, Bloomberg notes.  Questions focused on transparency, media
statements and independent valuation of the bank, Bloomberg
states.

"There are a number of serious matters and questions from the
events leading up to the SRB's exercise of its powers and the
adoption of the Resolution Scheme which merit the Committee's
close attention," Bloomberg quotes the letter as saying.

As reported by the Troubled Company Reporter-Europe on June 12,
2017, The Financial Times related that Banco Popular Espanol SA
burnt through EUR3.6 billion of emergency central bank funding as
the Spanish lender suffered the eurozone's first large-scale bank
run.  The Spanish lender, weighed down by EUR37 billion in mostly
toxic property loans, was forced to tell authorities in Madrid on
June 6 that it would be unable to open the next day without a
rescue deal to shore up its rapidly evaporating liquidity, the FT
disclosed.  By 3:00 p.m. Madrid time on June 6, it was clear to
supervisors in Madrid, Brussels and Frankfurt that Popular did
not have enough high-quality loans left to use as security for
additional central bank assistance, according to the FT.  So
European regulators took control of the struggling bank, wiping
out its shareholders and junior bondholders, before selling it
for a symbolic EUR1 to its bigger rival Banco Santander SA, which
was the only bidder in the overnight sale process, the FT
recounted.

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



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


SWISSPORT: Launches Bond Exchange to Avert Technical Default
------------------------------------------------------------
Robert Smith at The Financial Times reports that Swissport is
looking to switch up its bonds to avoid being bumped into a
default after being bought by China's HNA Group last year, in a
sign of the growing scrutiny on aggressive Chinese acquisition
techniques.

China's HNA Group completed its acquisition of Swissport in early
2016, raising debt on its own account to finance the deal, along
with high-yield bonds and leveraged loans under Swissport's name,
the FT recounts.

According to the FT, Swissport says it was not until a year later
that it discovered the financing also involved the Chinese group
using pledges over shares in Swissport, which were used as
collateral before the acquisition actually closed.  Under the
terms of existing debt contracts, that would trigger a technical
default, the FT states.

To avoid this, on July 11, it offered holders of bonds maturing
in 2021 and 2022 the chance to exchange into new bonds, while
consenting to "waive existing/past or alleged/potential defaults
or claims", the FT discloses.  If successful, the exercise will
also remove "all restrictive covenants" under the old notes -- a
technique usually dubbed an "exit consent", as it punishes
investors that refuse to exchange into the new securities, the FT
says.

Swissport International Ltd. -- http://www.swissport.com--  
provides ground services for more than 230 million passengers and
handles 4.3 million tonnes of cargo a year on behalf of some 835
client-companies in the aviation sector.  With a workforce of
more than 62,000 personnel, Swissport is active at more than 280
stations in 48 countries across five continents, and generates
consolidated operating revenue of EUR 2.7 billion.


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


ARQIVA BROADCAST: Fitch Affirms B- Rating on High-Yield Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed Arqiva Financing plc and Arqiva PP
Financing's whole business securitisation (WBS) bonds at 'BBB',
and Arqiva Broadcast Finance plc's high-yield (HY) bonds at 'B-'
and revised the Outlooks to Stable.

The Outlook revision reflects the revised business plan put in
place by the new management team and the ongoing operational
restructuring, including a focus on core business lines and
operational efficiency. Fitch will continue to monitor the
progress of the business plan against expected milestones.

Arqiva's ratings reflect its gradual expected deleveraging, in
line with its largely contracted revenue profile and resilience
to RPI and LIBOR sensitivities. Fitch expects net debt to EBITDA
to fall to under 3.0x by 2025 from 5.8x in FY16 and to close to 0
by FY30. This is broadly in line with previous reviews. The
deleveraging profile of the HY bonds is consistent with previous
reviews, falling to 6.1x in FY20 at maturity from 7.1x in FY16.

KEY RATING DRIVERS (KRD)
Revenues Underpinned by Long-Term Contracts: Industry Profile -
Stronger

Operating Environment: Stronger
Arqiva is the sole UK national provider of network access and
managed transmission services (regulated by the UK Office of
Communications or Ofcom) for terrestrial television and radio
broadcasting. The company owns and operates all television and
90% of the radio transmission towers used for digital terrestrial
television (DTT) and terrestrial radio broadcasting in the UK.

Arqiva has long-term contracts with public service broadcasters
to provide coverage to 98.5% of the UK population as well as with
commercial broadcasters. Arqiva owns two of the three main
national DTT commercial multiplexes (out of a total of six) plus
two new (HD-compatible) DTT multiplexes. Arqiva also owns one
national commercial digital radio multiplex and 40% of the
second.

Arqiva is the largest independent provider of wireless tower
sites in the UK, which are licensed to the mobile networks
operators (MNOs) and other wireless network operators, with
approximately 25% of the total active licensed macro cell site
market. Embedded in its industry nature, Arqiva is not exposed to
discretionary spending and Fitch does not views its sector as
cyclical.

Barriers to Entry: Stronger
We view the industry's barriers to entry as high due to the
stringent regulatory framework and the industry's capital-
intensive nature.

Sustainability: Midrange
Arqiva is exposed to potential changes in technology in the
medium to long term, for instance, with the emergence of new
means for content delivery (e.g. IPTV), which may affect pricing,
in particular in the DP and satellite and media divisions (each
representing over 15% of Arqiva's revenues).

New Management Team, Ambitious Business Plan: Company Profile -
Midrange

Financial Performance: Midrange
Arqiva has under 10 years of (overall) stable trading history.
Revenue reductions in some business lines have been compensated
by gains in margins. Since FY09, EBITDA has grown strongly at a
CAGR of 5.0% but since FY13, Arqiva's performance has been
subdued, with CAGR dropping to 0.9%.

Company Operations: Midrange
The sponsors are experienced and have a long-term view. A large
portion of Arqiva's revenues are derived from long-term (RPI
linked) contract revenues with customers with strong credit
ratings in telecoms, with the mobile network operators and in TV
and radio broadcasting with the BBC accounting for a large share
of revenues.

There have been significant changes in management recently, which
pushes down the scoring of the sub-KRD to 'Midrange' with the
CEO, the MD of the Digital Platforms business and the Chief
Transformation Officer having left in 2015. The new management
team is committed to the business transformation programme
focused on cost-cutting and strategic growth.

Transparency: Midrange
Good insight into Arqiva's financials and operations is balanced
by the inherent complexity of the operations, which hampers
transparency.

Dependence on Operator: Weaker
Given the specialised and complex nature of Arqiva's operations,
there are only a few alternative operators capable of running its
secured assets, which diminishes the value of administrative
receivership.

Asset Quality: Midrange
Assets of this nature are very infrequently traded and there are
no alternative values, but assets can be disposed of individually
or on a going-concern basis. Maintenance capex is generally well
defined but timing and exact funding amount could be uncertain.

Standard WBS Structure: Debt Structure - Stronger (Senior Debt)

Debt Profile: 'Midrange', Security Package: 'Stronger',
Structural Features: 'Midrange'
The senior debt is fully amortising by either cash sweep or
following a fixed schedule. There are many large swaps due to
legacy positions, including super senior index-linked swaps (ILS)
and index-linked swaps overlays and other interest rate (IRS) and
FX swaps, which adds to the complexity of the debt structure.
Arqiva simplified its swaps in 2016 as part of the refinancing of
Finco debt, so the new IRS swaps now match the maturity of the
debt and ILS accretion paydowns are annual rather than triennial.
The senior debt still contains some prolonged interest-only
periods, which is credit negative.

The senior debt benefits from a typical WBS security package,
namely, first ranking security over freehold/long leasehold sites
with the possibility of appointing an administrative receiver.
The senior debt benefits also from a comprehensive set of
covenants and cash lockup triggers set at moderate levels. The
issuer liquidity facility covers only 12 months of debt service.
The issuer is not an orphan SPV. However, Fitch deem the
potential conflicts of interest due to the non-orphan status of
the SPVs and their directors also being directors of other group
companies remote and consistent with the notes' ratings, given
the structural protection in the transaction's legal
documentation.

Subordinated Debt, Refinance Risk: Debt Structure - Weaker
(Junior Debt)
Debt Profile: 'Weaker', Security Package: 'Weaker', Structural
Features: 'Weaker'
The HY bonds are bullet. They are deeply structurally
subordinated and would default if dividends pay-out from the WBS
group is disrupted for more than six months. Fitch views their
security package as weak as it consists of share pledges over
holding companies with no second lien security over the WBS
security package. The covenants and lockup triggers are
comprehensive but are set at low levels. The issuer's liquidity
cash reserve account covers only six months of interest payments.

PEER GROUP

The transaction shares similar debt characteristics as CPUK
(Center Parcs, holiday parks operator), namely a strong cash
sweep mechanism that is triggered at expected maturity dates.
However, the free cash flow debt service coverage ratios
DSCRs)are not comparable with CPUK as they have a significantly
higher metric at 2.3x vs. 1.5x for Arqiva. CPUK is effectively
constrained by the nature of its industry with its Industry
Profile KRD scored 'Weaker' vs. 'Stronger' for Arqiva.
Additionally, the deleveraging profile is key for CPUK's rating
analysis, which is not reflected in the DSCR.

For the more junior debt, given the deeply subordinated nature of
the debt and their refinancing risk (being bullet in five years),
the read-across is not straightforward, and Fitch need to use
other metrics. However, at similar ratings Fitch deem a higher
DSCR appropriate for Arqiva given the cash sweep of the senior
debt, which makes the junior debt much more significantly
subordinated.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action:
- Under Fitch's base case, if net debt to EBITDA is forecast to
   be above 3x in FY25 and 0x in FY32, it could result in a
   downgrade of the senior debt. The HY notes could be downgraded
   if their refinancing risk increases or if the full cash sweep
   features embedded in some of the senior debt is close to be
   triggered.
- Arqiva's future cash flow could be curtailed following
   unfavourable and unforeseen significant changes in regulation
   by Ofcom with regard to its pricing formulas, particularly for
   future DTT or radio broadcasting contracts, licensing costs
   (e.g. administrative incentive pricing) or even spectrum
   allocations. The risk of alternative and emerging technologies
   such as IPTV could also threaten Arqiva's revenues, either
   through technology obsolescence risk or a lower ad-pool
   available to linear TV content providers. This risk is
   currently mitigated by the potentially rapid deleveraging of
   the transaction assuming cash sweep amortisation and the long-
   term contracts securing significant revenues.


FINSBURY SQUARE 2017-2: Fitch Assigns BB+ Rating to Class X Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Finsbury Square 2017-2 plc's notes
expected ratings as follows:

Class A: 'AAA(EXP)sf', Outlook Stable
Class B: ' AA(EXP)sf', Outlook Stable
Class C: ' A-(EXP)sf', Outlook Stable
Class D: ' CCC(EXP)sf', Outlook Stable
Class X: ' BB+(EXP)sf', Outlook Stable
Class Z: not rated

The assignment of the final ratings is contingent on the receipt
of final documents conforming to information already received.

The transaction is a securitisation of owner-occupied and buy-to-
let (BTL) mortgages originated in the UK by Kensington Mortgage
Company Limited.

KEY RATING DRIVERS

Near-Prime Mortgages
Fitch believes Kensington's underwriting practices are robust and
the lending criteria do not allow for any adverse credit 24
months before application. Kensington has a manual approach to
underwriting, focusing on borrowers with some form of adverse
credit or complex income. Historical book-level performance data
displays robust performance, although data is limited, especially
for BTL originations. Fitch assigned default probabilities using
the prime default matrix, while applying an upward lender
adjustment.

Increased BTL
This transaction is the first to feature loans originated under
Kensington's New Street Brand, which offers exclusively BTL
products. As a result the concentration of BTL loans in this pool
is higher than in previous Finsbury Square transactions. Fitch
has increased the foreclosure frequency of BTL loans by 25% in
line with its criteria.

Pre-funding Mechanism
The transaction contains a pre-funding mechanic mechanism through
which further loans may be sold to the issuer with proceeds from
over-issuance of notes at closing standing to the credit of the
pre-funding reserves. Fitch has been provided with the closing
pool, alongside an additional pool containing further loans
identified for sale (the full pool). Fitch has rated the
transaction by reference to the asset levels using the full pool.

Product Switches Permitted
Borrowers are permitted to make one product switch during the
mortgage term without the seller being required to repurchase the
loan. While there are restrictions around the type and volume of
product switches permissible, these loans may earn a lower margin
than the reversionary interest rates under their original terms.
Fitch has analysed the effect of product switches by assuming the
weakest pool available under the product switch restrictions
within the transaction documents.

RATING SENSITIVITIES
Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's
base case expectations may result in negative rating actions on
the notes. Fitch's analysis revealed that a 30% increase in the
weighted average (WA) foreclosure frequency, along with a 30%
decrease in the WA recovery rate, would imply a downgrade of the
class A notes to 'A+sf' from 'AAAsf'.

More detailed model implied ratings sensitivity can be found in
the presale report, which is available at www.fitchratings.com.


STORE TWENTY ONE: Enters Liquidation, 900 Jobs Affected
-------------------------------------------------------
Rhiannon Bury at The Telegraph reports that Store Twenty One, the
discount fashion chain, has gone into liquidation, resulting in
the loss of 900 jobs.

The retailer has been on the brink of collapse for a number of
weeks after it failed to raise any extra cash from its main
lender, State Bank of India, The Telegraph relates.  In a rush to
raise funds its owner, Alok Industries, sold its head office and
warehouse, The Telegraph discloses.

However, the company failed to raise the necessary funds by a
deadline imposed by HM Revenues and Customs, meaning its
remaining 122 shops will be shuttered and 900 staff will be laid
off, The Telegraph notes.

Simon Bonney -- simon.bonney@quantuma.com -- Carl Jackson --
carl.jackson@quantuma.com -- and Paul Zalkin --
paul.zalkin@quantuma.com -- partners at corporate recovery and
business advisory firm Quantuma, have been appointed to handle
the liquidation, The Telegraph relates.

Store Twenty One, which was previously known as Quality Seconds,
filed for a Company Voluntary Arrangement (CVA) in July 2016,
which saw the closure of around 200 shops, The Telegraph
recounts.

Despite scaling back trading, its management filed a notice to
appoint administrators in April this year, after the company was
served with a winding-up notice by HMRC for breaching the terms
of the CVA, The Telegraph recounts.

This administration application was withdrawn, then a second
application was made in June and again withdrawn before the court
finally issued an order to wind the company up, The Telegraph
relays.

Store Twenty One's accounts, recently filed at Companies House,
revealed a slump in sales to GBP89.4 million in 2016 from GBP92.2
million a year earlier, while pre-tax losses widened from GBP6.6
million to GBP9.3 million, The Telegraph notes.


VERTU CORPORATION: Manufacturing Unit Faces Liquidation
-------------------------------------------------------
Christopher Williams at The Telegraph reports that the
manufacturing arm of the British luxury smartphone maker Vertu
will be liquidated with the loss of nearly 200 jobs after a
rescue plan failed.

Vertu Corporation Limited (VCL) made handsets for the super-rich,
with handsets clad in titanium and sapphire glass starting at
around GBP10,000 and going up to as much as GBP280,000 for
bespoke, jewel-encrusted devicesm The Telegraph discloses.

Its owner Murat Hakan Uzan, a Turkish exile based in Paris who
owns the Vertu brand separately, had sought to buy the company
out of administration in a pre-packaged deal, The Telegraph
relates.

According to The Telegraph, the plan floundered in the High Court
on July 11 amid concerns over the scale of its GBP128 million
accounting deficit compared with the GBP1.9 million price
Mr. Uzan intended to pay.


* English Premier League Clubs Face Bankruptcy Threat
-----------------------------------------------------
Matt Slater at The Scotsman reports that English Premier League
clubs are hurtling towards bankruptcy due to chronic
overspending, according to a report by financial analysts
Vysyble.

It says the long-term result could be a breakaway by the biggest
clubs and the creation of a European Super League, The Scotsman
relates.

Titled "We're so Rich it's Unbelievable", the document is based
on the accounts of all the clubs between 2008-09 and 2015-16, The
Scotsman discloses.

Based on the difference between revenue and costs, it claims
Premier League clubs lost GBP2 billion in eight years, The
Scotsman states.

One of the authors, Roger Bell, as cited by The Scotsman said:
"Financially, football is failing.  The Premier League, and its
executive chairman Richard Scudamore, should be very worried.  

"Our analysis shows clubs are losing a record GBP876,700 every
single day.  Despite TV bringing in huge amounts of cash every
year, it does not meet the many millions spent on players' wages.

"Clubs need to face reality before they can't pay the bills and
some go to the wall."

This runs counter to most recent analyses, with many experts
pointing to restrictions on spending introduced after
Portsmouth's collapse, The Scotsman notes.

But Vysyble's John Purcell said he and Mr. Bell disagreed with
the view that clubs are better run than a decade ago, The
Scotsman relays.

"Across the league, clubs are los ing GBP8.80 for every GBP100
they bring in, and that's based on 2015-16. I suspect it will be
more like GBP12-13 now.  The game is facing massive financial and
structural risk," The Scotsman quotes Mr. Purcell as saying.

Mr. Purcell said only five clubs made an economic profit in
2015-16, with Chelsea and Manchester City accounting for more
than half of the league's total losses over the report's eight-
year period, The Scotsman relates.

According to The Scotsman, the real crunch, according to Bell and
Purcell, will come when the 70% three yearly increases in
domestic TV rights dry up.




                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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                 * * * End of Transmission * * *