TCREUR_Public/171003.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Tuesday, October 3, 2017, Vol. 18, No. 196


                            Headlines


A U S T R I A

CONSTANTIA FLEXIBLES: S&P Raises Rating on EUR1.34BB Loan to B+


D E N M A R K

NETS A/S: S&P Places 'BB+' Corp Credit Rating on Watch Negative


G E R M A N Y

AIR BERLIN: Losses Widen by 54% in Second Quarter 2017
AIR BERLIN: CEO Optimistic on 80% of 6,500 Workers' Job Prospects
SKW STAHL-METALLURGIE: Prelim. Self-Administration Request Okayed


G R E E C E

NATIONAL BANK: Bond Amendments No Impact on Moody's B3 Ratings


I R E L A N D

HARVEST CLO XII: Moody's Assigns (P)B2 Rating to Cl. F-R Notes
PENTA CLO 3: Moody's Assigns (P)B2 Rating to Class F Sr. Notes
TAURUS (PAN-EUROPE) 2007-1: DBRS Confirms C Rating on Cl. D Notes


I T A L Y

BANCA IFIS: Fitch Assigns BB+ Long-Term IDR, Outlook Stable

* DBRS: Restructuring Affects Italian Banks' 2Q 2017 Results


K A Z A K H S T A N

EXIMBANK KAZAKHSTAN: Fitch Lowers Long-Term IDR to CCC
EXIMBANK KAZAKHSTAN: S&P Affirms 'B-/B' CCR, Outlook Negative


N E T H E R L A N D S

AURORUS 2017 BV: DBRS Finalizes Bsf Rating on Class F Notes
ARES EUROPEAN III: S&P Affirms CCC (sf) Rating on Cl. E def Notes


P O L A N D

MBANK SA: Moody's Says Among Most Exposed to Mortgage Bill


R U S S I A

RUSHYDRO CAPITAL: Fitch Rates RUB20BB Notes Due 2022 'BB+'
SUKHOI CIVIL: Fitch Affirms BB- IDR, Revises Outlook to Positive
VIM-AVIA: Top Managers Face Probe Following Collapse
X5 RETAIL: Dividend Policy Neutral to BB Ratings, Fitch Says

* RUSSIA: Bill to Ban Golden Parachutes for Failed Insurance Cos.


U N I T E D   K I N G D O M

CAPRI ACQUISITIONS: Moody's Rates Proposed USD830MM Loan (P)B1
MONARCH AIRLINES: Enters Administration, Passengers Stranded
NEWGATE FUNDING 2006-2: S&P Raises Rating on Class E Notes to B+
NEWGATE FUNDING 2006-3: S&P Raises Class E Notes Rating to B (sf)
TAHOE SUBCO 1: S&P Affirms 'B' LT Corporate Credit Rating

VIRGIN MEDIA: Moody's Rates GBP800MM RFNs Due 2024 'B1'
VIRIDIAN GROUP: Fitch Assigns BB- Final Rating to Euro Notes
WORLDPAY GROUP: S&P Maintains 'BB' CCR on CreditWatch Positive


X X X X X X X X

* European DIY Retailers' Credit Quality to Weaken, Moody's Says


                            *********



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A U S T R I A
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CONSTANTIA FLEXIBLES: S&P Raises Rating on EUR1.34BB Loan to B+
---------------------------------------------------------------
S&P Global Ratings said that it raised to 'B+' from 'B' its issue
rating on the EUR1.34 billion equivalent senior secured term loan
due 2022 -- including the EUR125 million revolving credit
facility (RCF) due in 2021 -- issued by Austria-based packaging
supplier Constantia Flexibles Holding GmbH. At the same time, S&P
assigned its '4' recovery rating to the instrument and removed
the "under criteria observation" (UCO) designation.

S&P said, "The recovery rating indicates our expectation of
average (30%-50%, rounded estimate: 45%) recovery prospects in
the event of a default.

"The upgrade follows the addition of Austria to our list of
jurisdiction ranking assessments of national insolvency regimes,
which took place on Sept. 7, 2017. It means that we now assign
recovery ratings to debt instruments issued by non-investment-
grade issuers based in this jurisdiction. We are therefore
assigning recovery ratings to the debt issued by Austria-based
Constantia Flexibles Holding.

"The '4' recovery rating on the senior secured facilities is
supported by the limited amount of prior ranking liabilities but
constrained by the security package, which we view as weak as it
is primarily comprised of share pledges."

The senior facilities agreement includes a minimum guarantor
coverage test (80% of EBITDA and 80% of assets). The RCF benefits
from a springing leverage covenant, which kicks in when RCF
drawings equal or exceed 35%.

S&P said, "Our hypothetical default scenario assumes competitive
price pressures, raw material price increases, the gradual loss
of key customers, and higher capital expenditure (capex).

"We value Constantia Flexibles Holding as a going concern given
its strong market position and exposure to non-cyclical end-
markets (primarily in food and pharmaceuticals).

"The 'B+' corporate credit rating on Constantia Flexibles Holding
incorporates our view of the company's leading positions in the
flexible packaging market; its good geographical diversification
in the generally stable food and pharma end-markets; reasonable
leverage level for the rating category; and its strong ability in
generating free operating cash flow. The ratings were placed on
CreditWatch with positive implications on July 25, 2017. For more
information, see our last research update "Constantia Flexibles
Holding 'B+' Rating Placed On CreditWatch Positive On Announced
Sale Of Labels Division" published on RatingsDirect."



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D E N M A R K
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NETS A/S: S&P Places 'BB+' Corp Credit Rating on Watch Negative
---------------------------------------------------------------
S&P Global Ratings placed on CreditWatch with negative
implications its 'BB+' long-term corporate credit ratings on
Nordic payment-service provider NETS A/S and its subsidiary Nassa
Topco AS, as well as its 'BB+' issue rating on the senior
unsecured notes issued by Nassa Topco AS.

The CreditWatch placement follows the preliminary and conditional
offer by private equity investors Hellman & Friedman to acquire
NETS' share capital for DKK165 per share, which we estimate
values the company at about DKK33.1 billion ($5.3 billion). S&P
said, "We consider NETS' possible new owner as a financial
sponsor, and therefore expect it will pursue aggressive financial
policies for the company. As a result, we anticipate the new
owner will fund the acquisition with debt, which will result in
higher leverage than our previous base-case forecast for NETS.

"We aim to resolve the CreditWatch within the next six months,
after the LBO is completed, and once we have reviewed the capital
and ownership structure of NETS, as well as its strategy and
business plan.

"We could lower our rating on NETS by multiple notches if the LBO
is completed, depending on the company's credit metrics,
liquidity, and cash flow generation after closing, and on our
assessment of the financial policy that the new financial sponsor
owners would pursue for NETS.

"We could affirm the rating if the LBO is abandoned and NETS
continues to operate with its current shareholder structure and
financial policy."



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G E R M A N Y
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AIR BERLIN: Losses Widen by 54% in Second Quarter 2017
------------------------------------------------------
Richard Weiss at Bloomberg News reports that Air Berlin
Plc losses widened by 54% in the second quarter, usually a robust
period for European airlines, showing how weak operations were
leading up to its August insolvency filing.

Germany's second-largest carrier said on Sept. 29 in a statement
it lost EUR147.4 million (US$174.1 million), compared with a
deficit of EUR95.5 million a year earlier, Bloomberg relates.

The loss marks the worst second-quarter result since the company
listed its shares and means Air Berlin has accumulated losses of
EUR1.5 billion since the beginning of 2014, Bloomberg states.
But the current situation is even worse, Bloomberg notes.

According to Bloomberg, the figures "do not reflect the actual
financial situation" of Air Berlin, since the results were
prepared before main shareholder Etihad Airways PJSC withdrew
funding, the company said on Sept. 29 in a statement, adding that
the valuation of the company's assets have suffered "substantial
depreciation" as a result of the insolvency filing.

                         About Air Berlin

In operation since 1978, Air Berlin PLC & Co. Luftverkehrs KG is
a global airline carrier that is headquartered in Germany and is
the second largest airline in the country.

In 2016, Air Berlin operated 139 aircraft with flights to
destinations in Germany, Europe, and outside Europe, including
the United States, and provided passenger service to 28.9 million
passengers.  Within the first seven months of 2017, the Debtor
carried approximately 13.8 million passengers.  It employs
approximately 8,481 employees.  Air Berlin is a member of the
Oneworld alliance, participating with other member airlines in
issuing tickets, code-share flights, mileage programs, and other
similar services.

Air Berlin has racked up losses of about EUR2 billion over the
past six years, and has net debt of EUR1.2 billion.

On Aug. 15, 2017, Air Berlin applied to the Local District Court
of Berlin-Charlottenburg, Insolvency Court for commencement of an
insolvency proceeding.  On the same day, the German Court opened
preliminary insolvency proceedings permitting the Debtor to
proceed as a debtor-in-possession, appointed a preliminary
custodian to oversee the Debtor during the preliminary insolvency
proceedings, and prohibited any new, and stayed any pending,
enforcement actions against the Debtor's movable assets.

To seek recognition of the German proceedings, representatives of
Air Berlin filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No.
17-12282) on Aug. 18, 2017.  The Hon. Michael E. Wiles is the
case judge.  Thomas Winkelmann and Frank Kebekus, as foreign
representatives, signed the petition.  Madlyn Gleich Primoff,
Esq., at Freshfields Bruckhaus Deringer US LLP, is serving as
counsel in the U.S. case.




AIR BERLIN: CEO Optimistic on 80% of 6,500 Workers' Job Prospects
-----------------------------------------------------------------
Patrick McGee at The Financial Times reports that Air Berlin, the
insolvent airline putting its assets up for sale, said on
Sept. 25 that four-fifths of its 6,500 employees should have good
prospects to continue working with the buyers of its 140
aircraft, as the group struggles to execute an orderly wind-down.

Air Berlin chief executive Thomas Winkelmann said on Sept. 25
that the airline plans to end its long-haul operations on
Oct. 15, as leasing firms are recalling its Airbus A330 jets, the
FT relates.

According to the FT, Air Berlin said on Sept. 25 Lufthansa had
offered to buy parts of Niki, the Austrian low-cost airline, as
well as LGW, a Dortmund-based regional airline that it had
acquired earlier this year.  EasyJet offered to buy other parts
of the fleet. Negotiations are expected to go until Oct. 12, the
FT notes.

Mr. Winkelmann, as cited by the FT, said that if these offers are
finalised, there were good prospects for the group to pay back
the EUR150 million bridging loan offered by the federal
government to get the airline through the summer.

Without that loan, he said at a press conference, "we would have
been forced to ground the fleet on the weekend of Aug. 12/13, the
FT relays.  This would have meant the immediate loss of
employment for all employees".

But Mr. Winkelmann was optimistic about his staff receiving job
offers from the new owners of its aircraft, the FT discloses.

"We are on the way to giving around 80 percent of our colleagues
a good chance of getting new jobs with the bidders," the FT
quotes Mr. Winkelmann as saying.  The company added that
concluding the negotiations "will open up job prospects for
several thousand employees."

                         About Air Berlin

In operation since 1978, Air Berlin PLC & Co. Luftverkehrs KG is
a global airline carrier that is headquartered in Germany and is
the second largest airline in the country.

In 2016, Air Berlin operated 139 aircraft with flights to
destinations in Germany, Europe, and outside Europe, including
the United States, and provided passenger service to 28.9 million
passengers.  Within the first seven months of 2017, the Debtor
carried approximately 13.8 million passengers.  It employs
approximately 8,481 employees.  Air Berlin is a member of the
Oneworld alliance, participating with other member airlines in
issuing tickets, code-share flights, mileage programs, and other
similar services.

Air Berlin has racked up losses of about EUR2 billion over the
past six years, and has net debt of EUR1.2 billion.

On Aug. 15, 2017, Air Berlin applied to the Local District Court
of Berlin-Charlottenburg, Insolvency Court for commencement of an
insolvency proceeding.  On the same day, the German Court opened
preliminary insolvency proceedings permitting the Debtor to
proceed as a debtor-in-possession, appointed a preliminary
custodian to oversee the Debtor during the preliminary insolvency
proceedings, and prohibited any new, and stayed any pending,
enforcement actions against the Debtor's movable assets.

To seek recognition of the German proceedings, representatives of
Air Berlin filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No.
17-12282) on Aug. 18, 2017.  The Hon. Michael E. Wiles is the
case judge.  Thomas Winkelmann and Frank Kebekus, as foreign
representatives, signed the petition.  Madlyn Gleich Primoff,
Esq., at Freshfields Bruckhaus Deringer US LLP, is serving as
counsel in the U.S. case.


SKW STAHL-METALLURGIE: Prelim. Self-Administration Request Okayed
-----------------------------------------------------------------
The local court of Munich being the competent insolvency venue
has appointed Dr. jur. Christian Gerloff, Partner of Law Firm
Gerloff Liebler Rechtsanwaelte, Munich, to be the preliminary
custodian of SKW Stahl-Metallurgie Holding AG and has ordered
preliminary self-administration plus protective shield.
Dr. Gerloff amongst other tasks was insolvency administrator of
Escada AG und restructuring officer of Woehrl AG.  The
preliminary custodian accompanies and controls the CEO in the
interest of the creditors.

"The company is well prepared for this step, therefore no
constraints on the running of the business and good to changes
for a successful restructuring", says Mr. Gerloff.

CEO of SKW Stahl-Metallurgie Holding AG in alignment with
Mr. Gerloff will elaborate an insolvency plan to financially
restructure the company and design the future of SKW group.

Operative affiliates are not affected by Holding's insolvency
filing.

SKW group's operative business activities worldwide continue
without constraints.

              About SKW Stahl-Metallurgie Holding AG

SKW Stahl Metallurgie Holding AG is a Germany-based steel
refining company.  The Company is engaged in both primary
metallurgy, which refers to processing or ore into liquid iron,
and secondary metallurgy, which includes refining the liquid iron
into steel of different quality levels for use in a multitude of
industries, from steel girders for building to sheets for the
automotive industry.


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G R E E C E
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NATIONAL BANK: Bond Amendments No Impact on Moody's B3 Ratings
--------------------------------------------------------------
Moody's Investors Service announced that the proposed amendments
to the National Bank of Greece S.A. - Mortgage Covered Bonds 2
made on or around September 27, 2017 would not, in and of
themselves and at this time, result in a reduction or withdrawal
of the current B3 ratings of the notes issued by National Bank of
Greece S.A. (NBG) under Programme 2.

These amendments include, amongst other things 1) the arrangement
of a back-up servicer for the programme, 2) limiting the voting
rights of covered bonds that NBG holds, and 3) tightening the
cover pool eligibility criteria to exclude loans to employees,
restructured mortgage loans and subsidised mortgage loans.

Moody's has determined that the amendments, in and of themselves
and at this time, will not result in the downgrade or withdrawal
of the current B3 ratings of the notes issued by the Issuer.
However, Moody's opinion addresses only the credit impact
associated with the proposed amendments, and Moody's is not
expressing any opinion as to whether the amendment has, or could
have, other non-credit related effects that may have a
detrimental impact on the interests of note holders and/or
counterparties.


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I R E L A N D
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HARVEST CLO XII: Moody's Assigns (P)B2 Rating to Cl. F-R Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the notes to be issued by
Harvest CLO XII Designated Activity Company:

-- EUR239,000,000 Class A-R Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aaa (sf)

-- EUR40,800,000 Class B-1R Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aa2 (sf)

-- EUR10,000,000 Class B-2R Senior Secured Fixed Rate Notes due
    2030, Assigned (P)Aa2 (sf)

-- EUR23,750,000 Class C-R Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)A2 (sf)

-- EUR21,400,000 Class D-R Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR26,300,000 Class E-R Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Ba2 (sf)

-- EUR13,000,000 Class F-R Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in May 2030. The provisional ratings reflect the risks
due to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the Collateral Manager, Investcorp Credit
Management EU Limited, has sufficient experience and operational
capacity and is capable of managing this CLO.

The Issuer has issued the the Class A-R Notes, the Class B-1-R
Notes, the Class B-2-R Notes, the Class C-R Notes, the Class D-R
Notes, the Class E-R Notes and the Class F-R Notes (the
"Refinancing Notes") in connection with the refinancing of the
Class A-1 Senior Secured Floating Rate Notes due 2028, the Class
A-2 Senior Secured Fixed Rate Notes due 2028, the Class B-1
Senior Secured Floating Rate Notes due 2028, the Class B-2 Senior
Secured Fixed Rate Notes due 2028, the Class C Senior Secured
Deferrable Floating Rate Notes due 2028, the Class D Senior
Secured Deferrable Floating Rate Notes due 2028, the Class E
Senior Secured Deferrable Floating Rate Notes due 2028 and the
Class F Senior Secured Deferrable Floating Rate Notes due 2028
("the Refinanced Notes") respectively, previously issued on
August 6, 2015 (the "Original Issue Date") which were not rated
by Moody's. The Issuer will use the proceeds from the issuance of
the Refinancing Notes to redeem in full the Original Notes that
will be refinanced. On the Original Issue Date, the Issuer also
issued EUR43,000,000 of unrated Subordinated Notes, which will
remain outstanding.

Harvest CLO XII Designated Activity Company is a managed cash
flow CLO. At least 90% of the portfolio must consist of senior
secured loans and senior secured bonds. The portfolio is expected
to be fully ramped up as of the Issue Date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe.

Investcorp Credit Management EU Limited ("Investcorp") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage
in trading activity, including discretionary trading, during the
transaction's four-year reinvestment period. The reinvestment
period has been extended to November 2021 from the original
reinvestment period end date of August 18, 2019 at the time of
the Original Issue Date. Thereafter, purchases are permitted
using principal proceeds from unscheduled principal payments and
proceeds from sales of credit improved and credit risk
obligations, and are subject to certain restrictions.

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

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

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

Loss and Cash Flow Analysis:

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

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

Par amount: EUR402,500,000

Diversity Score: 35

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.70%

Weighted Average Recovery Rate (WARR): 42.00%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3163 from 2750)

Ratings Impact in Rating Notches:

Class A-R Senior Secured Floating Rate Notes: 0

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

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

Class C-R Senior Secured Deferrable Floating Rate Notes: -2

Class D-R Senior Secured Deferrable Floating Rate Notes: -2

Class E-R Senior Secured Deferrable Floating Rate Notes: -1

Class F-R Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3575 from 2750)

Ratings Impact in Rating Notches:

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

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

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

Class C-R Senior Secured Deferrable Floating Rate Notes: -4

Class D-R Senior Secured Deferrable Floating Rate Notes: -3

Class E-R Senior Secured Deferrable Floating Rate Notes: -2

Class F-R Senior Secured Deferrable Floating Rate Notes: -3

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.


PENTA CLO 3: Moody's Assigns (P)B2 Rating to Class F Sr. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes (the "Notes") to be issued by Penta CLO 3
Designated Activity Company:

-- EUR236,500,000 Class A Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aaa (sf)

-- EUR50,500,000 Class B Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aa2 (sf)

-- EUR24,000,000 Class C Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)A2 (sf)

-- EUR20,750,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR28,250,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)Ba2 (sf)

-- EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)B2 (sf)

RATINGS RATIONALE

Moody's provisional rating of the Notes addresses the expected
loss posed to noteholders. The rating reflects the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying
assets.

Penta CLO 3 is a managed cash flow CLO. The issued notes are
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans, senior secured bonds and
eligible investments, and up to 10% of the portfolio may consist
of second lien loans, unsecured loans, mezzanine obligations and
high yield bonds.

Partners Group (UK) Management Limited (the "Manager") manages
the CLO. It directs the selection, acquisition, and disposition
of collateral on behalf of the Issuer. After the reinvestment
period, which ends in October 2021, the Manager may reinvest
unscheduled principal payments and proceeds from sales of credit
risk and credit improved obligations, subject to certain
restrictions.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR41.0m of subordinated notes which will not
be rated.

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017.

The cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate. In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions:

Performing par and principal proceeds balance: EUR400,000,000

Diversity Score: 36

Weighted Average Rating Factor (WARF): 2775

Weighted Average Spread (WAS): 3.65%

Weighted Average Recovery Rate (WARR): 42.0%

Weighted Average Life (WAL): 8.5 years

As part of the base case, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
country risk ceiling (LCC) of A1 or below. As per the portfolio
constraints, exposures to countries with a LCC of A1 or below
cannot exceed 10%, with exposures to countries with a LCC of Baa1
to Baa3 further limited to 5%. Exposures to countries with a LCC
below Baa3 is prohibited. As a worst case scenario, a maximum 5%
of the pool would be domiciled in countries with LCC of Baa1 to
Baa3. The remainder of the pool will be domiciled in countries
which currently have a LCC of Aa3 and above. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class of notes as further
described in the methodology. The portfolio haircuts are a
function of the exposure size to peripheral countries and the
target ratings of the rated notes and amount to 0.75% for the
Class A notes, 0.50% for the Class B notes, 0.375% for the Class
C notes and 0% for Classes D, E and F.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

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

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

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the provisional rating assigned to the
rated Notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), assuming that all other factors are
held equal:

Percentage Change in WARF -- increase of 15% (from 2775 to 3191)

Rating Impact in Rating Notches

Class A Notes: 0

Class B Notes: -2

Class C Notes: -2

Class D Notes: -2

Class E Notes: -1

Class F Notes: -1

Percentage Change in WARF -- increase of 30% (from 2775 to 3608)

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -3

Class C Notes: -4

Class D Notes: -3

Class E Notes: -2

Class F Notes: -3


TAURUS (PAN-EUROPE) 2007-1: DBRS Confirms C Rating on Cl. D Notes
-----------------------------------------------------------------
DBRS Ratings Limited confirmed the ratings of the following
classes of Commercial Mortgage Backed Floating Rate Notes (the
Notes) issued by Taurus CMBS (Pan-Europe) 2007-1 DAC, as follows:

-- Class A1 at B (sf)
-- Class A2 at CCC (sf)
-- Class B at CCC (sf)
-- Class C at CCC (sf)
-- Class D at C (sf)

The trend on Class A1 remains Negative and Classes C and D also
have Interest in Arrears.

The rating confirmations and the maintained Negative trend for
Class A1, reflect the ongoing uncertainty surrounding the
disposal of assets in the Fishman JEC Portfolio (Fishman JEC)
under the Safeguard plan, which could delay repayment at bond
maturity in February 2020, ten months prior to the loan's
extended maturity date of December 2020.

The transaction's outstanding balance is EUR 134.6 million, which
represents a 75.5% reduction since issuance. The two remaining
loans in the securitsation, the Hutley and Fishman JEC, are both
in Special Servicing. According to the RIS Notice dated January
27, 2017, an Extraordinary Resolution to terminate the Liquidity
Facility Agreement was approved by the Class A1 noteholders. The
proposal followed a 10.6% per annum rise in the cost of
sustaining the facility caused by changes in the rating of the
Notes.

The Hutley loan is the smaller of the two loans, with a current
securitised balance of EUR 16.2 million representing 12.1% of the
outstanding pool. Upon its extended maturity date of July 2016,
the Borrower informed the Servicer and Special Servicer that it
was in the process of negotiating a refinancing for the Hutley
Whole Loan and that the completion of this refinancing was
subject to the locating of the relevant Land Charge certificates.
As the Land Charge certificates were unable to be located, a
nine-month cancellation procedure had to be completed before
replacement Land Charge certificates were issued. The Hutley loan
was originally secured by 11 office, retail and leisure
properties located throughout Germany. However, in July 2017,
after the replacement of the Land Charge certificates, the
Nordhausen, Osterburg and Meiningen assets were sold for a
combined total of EUR 2.3 million. Under the terms of the loan
facility agreement, the overall release amount of the three
properties was EUR 6.2 million, which was used to repay the loan
in July 2017. Excluding the three assets sold, the Hutley
portfolio has a current valuation of EUR 40.2 million and loan-
to-value ratio of 42.0%. The occupancy of the Hutley loan
increased to 90.7% in July 2017, with the top five tenants
accounting for 64.7% of the total rent and having a weighted-
average remaining lease-to-break option of five years and two
months. According to the Special Servicer, a refinancing and/or
additional property disposals are anticipated in order to repay
the loan in full at the next Interest Payment Date (IPD) in
October 2017.

The Fishman JEC loan has a current securitised balance of EUR
118.3 million, which represents 87.9% of the remaining pool and a
collateral reduction of 13.5% since issuance. The loan was
transferred to Special Servicing in May 2014 following the
Borrower's initiation of insolvency proceedings and the French
Courts formally adopted a Safeguard Plan for the Fishman JEC
Borrowers in September 2015. On each anniversary of the adoption
of the Safeguard Plan, the loan is scheduled to amortise by an
increasing percentage of the loan balance; however, there was a
dispute between the borrowers and the Special Servicer over the
correct calculation of the 5% amortisation payment due in
September 2016. The Special Servicer disagreed with the
Borrower's amortisation payment of EUR 13,247, which had deducted
sale proceeds of EUR 4.4 million from the disposal of the
Sallanches and St Ouen properties in January 2015. The most
recent RIS notice, published on 21 April 2017, confirmed that an
amicable solution had been reached in regard to the
interpretation of the calculation of the amortisation payments,
allowing the former payment to be forwarded to the September 2016
amortisation payment date. Upon the introduction of the Safeguard
Plan in September 2015, the Fishman JEC borrowers were obliged to
start marketing the portfolio's remaining 16 French office and
industrial properties by defined dates. As of August 2017, 13
properties remain in the portfolio after the sale of the Grenoble
Belgique assets in 2015 (EUR 590,020) and the Lens and Toulouse
assets in Q2 2017 (EUR 3.7 million). The disposal of assets has
reportedly been delayed due to the amortisation dispute and the
renegotiation of leases with anchor tenants. However, the
portfolio's revised sales plan aims to complete all disposals
within the orginial Safeguard timeframe, with seven additional
asset sales anticipated in Q3 2017. Under the excess cash clause
of the Safeguard Plan a payment of EUR 5.5 million was also used
to repay the loan at the March 2017 IPD. Additionally, a proposal
has been made to release EUR 3.0 million from the loan's cash
reserve account, which currently amounts to EUR 8.0 million. The
reduction in the retention amount is currently pending court
approval, with the decision expected in September 2017. Both the
excess cash payment and the potential release amount from the
cash reserve account will be excluded from the next 5%
amortisation payment, which is due on 7 September 2017. The
Fishman JEC portfolio is currently well occupied with a vacancy
rate of 2.9%. However, the top five tenants represent 74.2% of
the total rent and have a weighted-average remaining lease-to-
break option of 11 months. Based on the portfolio's most recent
valuation from December 2014 and excluding the assets sold, the
current market value is EUR 122.9 million, which results in a
loan-to-value ratio of 96.2%. The interest in arrears designation
was removed from Classes A1, A2 and B in August 2016, following
the adoption of the Safeguard Plan and the Special Servicer
unfreezing payments allowing the issuer to clear the accrued
interest on these notes. However, the Class C and D notes
currently continue to have interest in arrears. While DBRS
expects the Fishman JEC loan to continue to pay interest, the
principal repayment at bond maturity will strongly depend on the
borrowers' ability to sell the assets in a timely manner.

Notes: All figures are in euros unless otherwise noted.


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


BANCA IFIS: Fitch Assigns BB+ Long-Term IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned Banca IFIS S.p.A. (IFIS) a Long-Term
Issuer Default Rating (IDR) of 'BB+' with a Stable Outlook and a
Viability Rating (VR) of 'bb+'.

IFIS is a small Italian bank, which provides a range of financial
services to SMEs and it is among the largest buyers of consumer
non-performing loans (NPLs) in Italy.

KEY RATING DRIVERS
IDRS AND VR

IFIS's IDRs and VR reflect Fitch's view that the adequate
franchise of the bank in niche businesses has allowed it to
generate sound profitability. The ratings also reflect rapid
growth as IFIS has expanded into new businesses over the past
five years, as well as its sound capitalisation and leverage that
are maintained with satisfactory buffers over regulatory minimum
requirements. The VR further factors in IFIS's weak asset quality
indicators by international standards and limited diversification
of funding sources.

IFIS maintains adequate domestic franchises in niche businesses.
Its company profile is specialised but diversified; however, its
business model - has been less stable in recent years as the bank
expanded rapidly into new markets. The bank provides factoring
services, where it has a long track record, and other financial
services to SMEs; since 2012 it has been expanding in the
domestic NPL market by becoming a leading buyer in the consumer
segment.

Management has, in Fitch opinions, adequate depth, stability and
experience and is commensurate with the group's business profile.
Corporate culture is consistent and effectively supports business
development. IFIS's growth strategy aims to widen the range of
products offered to the bank's SME client base and, as such,
strategic objectives can shift based on market opportunities.

In Fitch opinions, underwriting standards are in line with
industry practices and the bank's risk control framework is
robust. However, the bank's history of rapid business growth,
which Fitch expects to continue over the next three years, has
resulted in balance sheet and business expansion that have often
exceeded internal capital generation.

IFIS's gross impaired loans (adjusted for the NPL purchase
business) accounted for a high 18.6% of gross loans at end-1H17,
which is broadly in line with domestic averages but weak by
international standards. Coverage is stronger than at other rated
Italian banks and the industry average. While Fitch does not
expects deterioration in asset quality stemming from the newly
acquired leasing and corporate banking businesses, future growth
in these segments could expose the group to increased credit
risk.

IFIS has generated sound operating performance in recent years,
which was better than the domestic sector average. Although Fitch
expects IFIS to continue to generate sound revenue, operating
margins are likely to come under pressure from increasing
competition in its business segments.

The bank's CET1 and total capital ratios, at 14.8% and 15.6%,
respectively, are maintained with satisfactory buffers over
regulatory minimum requirements. IFIS's Fitch Core Capital (FCC)
ratio is also satisfactory, at 17.8% at end-1H17. Capitalisation
is underpinned by healthy internal capital generation, moderate
dividend pay-out and low capital encumbrance by impaired loans
although Fitch views the absolute size of its capital base as
limited.

IFIS funds its activities mainly through customer deposits with
limited access to wholesale funding. In 1H17 the bank issued a
EUR300 million senior bond and announced its first EMTN programme
with the aim of diversifying its funding sources in view of the
planned business growth. ECB funding utilisation is contained.
The bank expects its loan-to-deposit ratio, around 130% at end-
1H17, to increase to above 140% in the next two years, signalling
increasing reliance on wholesale funding. Fitch views IFIS's
liquidity as being in line with the bank's rating, and the
liquidity coverage ratio is maintained with ample buffers over
regulatory minimum requirements.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)

The SR and SRF reflect Fitch's view that although external
support is possible it cannot be relied upon. Senior creditors
can no longer expect to receive full extraordinary support from
the sovereign in the event that the bank becomes non-viable. The
EU's Bank Recovery and Resolution Directive (BRRD) and the Single
Resolution Mechanism (SRM) for eurozone banks provide a framework
for the resolution of banks that requires senior creditors to
participate in losses, if necessary, instead of or ahead of a
bank receiving sovereign support.

RATING SENSITIVITIES
IDRS AND VR

Growth, including through further acquisitions or rapid expansion
in new businesses, could put ratings under pressure. Ratings
would also come under pressure if the bank increases its risk
appetite resulting in volatility in the bank's balance sheet or
operating performance. The ratings would be downgraded if the
bank's loan book quality materially deteriorates, which could be
caused by entering new NPL segments where the bank lacks
expertise or by an expansion of corporate lending or into other
new businesses.

Capital erosion following business growth or losses would
negatively affect the ratings as would deterioration in the
bank's funding and liquidity, which could result from excessive
reliance on wholesale funding.

Fitch expects that the newly acquired Interbanca businesses will
positively contribute to the group's earnings in the coming
quarters. Failure to generate adequate performance from these
businesses could affect the ratings. Upward momentum for the
rating would require a successful integration of the newly
acquired businesses and the stabilisation of the bank's business
model, which Fitch expects will take some time.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and any upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support IFIS. While not impossible, this is highly unlikely, in
Fitch's view.

The rating actions are:

Long-Term IDR assigned at 'BB+', Outlook Stable
Short-Term IDR assigned at 'B'
Viability Rating assigned at 'bb+'
Support Rating assigned at '5'
Support Rating Floor assigned at 'No Floor'


* DBRS: Restructuring Affects Italian Banks' 2Q 2017 Results
------------------------------------------------------------
DBRS Ratings Ltd published a commentary titled: "DBRS Commentary:
Restructuring Affects Italian Banks' 2Q 2017 Results. Results
impacted by one-offs as bank restructuring accelerates."

Summary highlights of the commentary include:

-- In 1H 2017, Italian banks posted net profit of EUR 7.7
    billion, of which EUR 2.7 billion in 2Q.

-- Results were impacted by one-off restructuring items.

-- Asset quality improvements were mainly a result of disposals.

-- NPL valuations remained generally below book value, weighing
    on profitability and capital.

-- The largest plans for NPL reductions were announced in
    combination with government support as well as burden sharing
    of junior liabilities.

The commentary can be accessed at http://bit.ly/2xBJahx


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


EXIMBANK KAZAKHSTAN: Fitch Lowers Long-Term IDR to CCC
------------------------------------------------------
Fitch Ratings has downgraded Eximbank Kazakhstan's (Exim) Long-
Term Issuer Default Ratings (IDRs) to 'CCC' from 'B-' and removed
them from Rating Watch Negative (RWN).

KEY RATING DRIVERS - IDRS, VIABILITY RATING, NATIONAL RATING

The downgrade primarily reflects the limited improvement in
Exim's tight liquidity position, and continued pressure on the
bank's capitalisation from weak asset quality and core earnings.

Reported non-performing loans (NPLs) were a low 1% of gross loans
at end-8M17, but restructured loan ratio remained high at about
59% of gross loans (end-2016: 3% and 57%). The weak underlying
performance of Exim's loan book is highlighted by a high, and
increasing, accrued interest-to-gross loans ratio of 39.5% at
end-1H17 (end-2016: 36%) compared with the 9.4% average in the
banking system.

Most restructured loans are related either to energy
infrastructure projects developed by the bank's shareholders or
to legacy construction projects. Given the multiple delays in
completion of these projects, loan recovery prospects are very
uncertain. Reserves covered only about 27% (end-2016: 28%) of
NPLs and restructured loans, while the unreserved part was equal
to a high 2.4x regulatory capital at end-8M17.

Reported profitability weakened further, with return on average
assets (ROAA) and on equity (ROAE) for 1H17 of 0.1% and 0.6%,
respectively, down from 0.3% and 1.4% in 2016. Fitch calculates
that, net of accrued interest, the bank has been making pre-
impairment losses for several years. Reported capital ratios are
rather high, with regulatory core and total standing at 16.3% and
18.4%, respectively, at end-8M17, but these should be viewed
together with the high-risk and under-provisioned loan book.

Exim's liquidity remains very tight. As of mid-September 2017,
the bank's liquidity buffer was about KZT12 billion compared with
KZT14 billion of wholesale borrowings maturing in October-
November 2017, of which KZT10 billion from the National Bank of
Kazakhstan (NBK) comes due in November 2017, underlining the need
to attract new funding or refinance maturing obligations. Fitch
estimates that Exim needs to maintain a minimum about KZT3
billion of net liquid assets to comply with minimum regulatory
liquidity requirements.

According to management, the bank plans to strengthen its
liquidity by attracting additional deposits from affiliated
companies in October 2017. However, related-party deposits proved
unstable in mid-2016, when lumpy withdrawals resulted in a
liquidity squeeze and the bank required significant funding
support from the NBK to strengthen its liquidity.

SUPPORT RATING FLOOR AND SUPPORT RATING

Exim's Support Rating of '5' reflects Fitch's view that support
from the bank's private shareholders, although possible, cannot
be relied upon. In Fitch's view, the propensity of sister
company, JSC Central-Asian Electric-Power Corporation (CAEPCo,
B+/Stable), to provide support remains uncertain. The Support
Rating Floor of 'No Floor' reflects the bank's low systemic
importance.

SENIOR UNSECURED DEBT RATING

Exim's senior unsecured local debt rating is aligned with the
bank's Long-Term Local-Currency IDR and National Long-Term Rating
and reflects Fitch's view of significant uncertainty about the
level of recoveries in the event of a default.

Fitch has withdrawn an expected rating for the bank's forthcoming
senior unsecured debt issue as the latter is no longer expected
to proceed as previously envisaged.

RATING SENSITIVITIES

A liquidity squeeze resulting in Exim's inability to repay or
refinance maturing obligations would lead to a downgrade.
Increased pressure on capital from further asset quality
deterioration, regulatory requirements to increase reserve
coverage or a significant structural weakening of profitability
would also be credit-negative. Conversely, notable improvements
in the aforementioned areas would reduce pressure on the ratings.

The rating actions are:

Long-Term Foreign- and Local-Currency IDRs: downgraded to 'CCC'
from 'B-'; off RWN
Short-Term Foreign-Currency IDR: downgraded to 'C' from 'B'; off
RWN
National Long-Term Rating: downgraded to 'B(kaz)' from 'B+(kaz)';
off RWN
Viability Rating: downgraded to 'ccc' from 'b-'; off RWN
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt ratings: downgraded to 'CCC/B(kaz)' from
'B-'/'B+(kaz)', Recovery Rating at 'RR4'; off RWN
Senior unsecured debt ratings: downgraded to
'CCC(EXP)/B(kaz)(EXP)' from 'B-(EXP)'/'B+(kaz)(EXP)', off RWN,
and withdrawn


EXIMBANK KAZAKHSTAN: S&P Affirms 'B-/B' CCR, Outlook Negative
-------------------------------------------------------------
S&P Global Ratings said that it had affirmed its 'B-/B' long- and
short-term counterparty credit ratings on Eximbank Kazakhstan JSC
(KazEximbank). The outlook is negative.

S&P said, "At the same time, we affirmed our 'kzB+' Kazakh
national scale rating on the bank.

"We removed all the ratings from CreditWatch, where they were
placed with negative implications on Feb. 20, 2017.

"We affirmed the ratings and removed them from negative
CreditWatch based on our view that KazEximbank will be able to
repay the forthcoming Kazakhstani tenge (KZT) 10 billion (about
$30 million) to the National Bank of Kazakhstan (NBK; the central
bank) in November 2017, in full and on time using accumulated
liquid assets. Under our base-case scenario, KazEximbank will
also be able to roll over the majority of government-related
entities' (GRE) deposits due in the fourth quarter 2017.

"We continue to view KazEximbank's liquidity as moderate -- a
weaker assessment than for many of its Kazakh peers. This
assessment acknowledges that the bank is currently in compliance
with all regulatory liquidity ratios, and that the increase in
liquid assets to KZT12.1 billion (14% of total assets) pushed its
regulatory coefficient of current liquidity up to 1.1x as of
Sept. 14, 2017, comfortably above the minimum of 0.3x. Its lack
of retail deposit funding also means that the bank's outflows
tend to reflect contractual rather than behavioral factors,
adding a degree of predictability.

"However, we understand that KazEximbank plans to maintain liquid
assets at about KZT4 billion-KTZ6 billion on average (5%-7% of
total assets), following the KZT10 billion repayment to the NBK
and the additional KZT4.6 billion two-year deposits from related
parties that the bank expects to receive in October 2017.
However, this leaves the bank with little flexibility to react to
unplanned outflows, in our view. We observe that other local
banks tend to hold liquidity buffers of 10%-15% of total assets.

"We continue to view KazEximbank's funding as below average
compared with domestic peers. This reflects the bank's large
single-name deposit concentrations and reliance on shareholder
deposits. Customer deposits, predominantly corporate, accounted
for 57% of total liabilities as of Sept. 14, 2017. Due to the
high concentration of the depositor base, the bank is
particularly vulnerable to withdrawal of funds by large
depositors. The top 20 depositors, including a number of GREs,
accounted for about 65% of deposits on Sept. 14, 2017, a stable
level compared to year-end 2016."

The bank has about KZT4 billion of GRE deposits due to mature in
the rest of 2017, and therefore needs to retain the confidence of
these GREs, as well as of its other depositors. The bank expects
the majority of GRE deposits to be rolled over for another year.
We regard this as a credible assumption. Nevertheless, further
strengthening of the bank's funding profile would help to retain
the confidence of these GREs, as well as of its other depositors.
In June, KazEximbank replaced a KZT10 billion loan from the
Kazakh government's Unified Pension Fund due in February 2020
with a KZT13 billion domestic bond with a five-year maturity.
This lengthened the maturity of the bank's liabilities.

S&P said, "Our assessment of KazEximbank's stand-alone credit
profile (SACP) is 'b-' and the long-term issuer credit rating is
'B-', in line with our "Criteria For Assigning 'CCC+', 'CCC',
'CCC-', And 'CC' Ratings," published Oct. 1, 2012, on
RatingsDirect. We are maintaining our assessments at the current
levels because we currently see no clear scenarios of default
within the next 12 months. We expect that in case of moderate
unexpected funds outflows, the shareholders will provide some
additional funding.

"In our view, KazEximbank has a modest franchise in the Kazakh
banking sector and concentrates on companies in the energy, real
estate, and construction sectors. We expect the bank will achieve
moderate planned growth and marginal profitability in the next 18
months, thus maintaining a level of capitalization that is
stronger than many of its local peers. We expect that the bank's
risk-adjusted capital (RAC) ratio will remain in the 9.0%-10.0%
range through end-2018, a level that we consider to be adequate.

"The negative outlook reflects our view that KazEximbank still
needs to complete the process of bringing in additional long-term
funding through end-2017. In addition, it reflects our view that
the bank's planned maintenance of a quite modest liquidity buffer
of 5%-7% of total assets would not address our lingering concerns
about its potential resilience to a sustained loss of confidence
among its creditors.

"We will lower our ratings on KazEximbank if the bank experiences
material setbacks in its planned sourcing of KZT4.6 billion
additional deposits from related parties in October 2017 and, as
a result, its liquid assets decline below the regulatory minimum.
While we anticipate that the bank could benefit from some
regulatory forbearance in this scenario, it would represent a
challenge to its sustainability in the medium to long term. We
could also take a negative rating action if we see signs of
significant deterioration in the bank's loss absorption capacity
with the expected RAC ratio falling below 7% (the lower limit of
the current adequate capital and earnings assessment) or
significant increase in nonperforming loans.

"We would likely revise the outlook to stable over the next 12
months if we observe that KazEximbank's liquidity cushion
rebounds to about 10%, a more comparable level with that of its
domestic peers, and if we believe that those improvements are
sustainable."


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


AURORUS 2017 BV: DBRS Finalizes Bsf Rating on Class F Notes
-----------------------------------------------------------
DBRS Ratings Limited finalised the provisional ratings previously
assigned to the Class A Notes, Class B Notes, Class C Notes,
Class D Notes, Class E Notes and Class F Notes (the Rated Notes)
issued by Aurorus 2017 B.V. (the Issuer):

-- AAA (sf) to the Class A Notes
-- AA (sf) to the Class B Notes
-- A (sf) to the Class C Notes
-- BBB (sf) to the Class D Notes
-- BB (sf) to the Class E Notes
-- B (sf) to the Class F Notes

Class G Notes and Class X Notes (together with the Rated Notes,
the Notes) have also been issued in the context of the
transaction, but are not rated.

Subject to pre-funding, the Notes are collateralised by the
receivables of unsecured credit cards, revolving credit
facilities and fixed-rate instalment loans originated by Qander
Consumer Finance B.V. (Qander or the Seller) in the Netherlands.
The receivables are serviced by Qander. Vesting Finance Servicing
B.V. was appointed as the backup servicer at closing.

The ratings are based on DBRS's review of the following
analytical considerations:

-- The sufficiency of available credit enhancement in the form
    of subordination, a cash reserve and excess spread.

-- The ability of the transaction's structure and triggers to
    withstand stressed cash flow assumptions and repay the Rated
    Notes according to the terms of the transaction documents.

-- The Seller's capabilities with respect to originations,
    underwriting and servicing as well as the availability of a
    named backup servicer at closing.

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

The transaction was modelled in DBRS's proprietary cash flow
model.

Notes: All figures are in euros unless otherwise noted.


ARES EUROPEAN III: S&P Affirms CCC (sf) Rating on Cl. E def Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Ares European CLO
III B.V.'s class C def and D def notes. At the same time, S&P has
affirmed its ratings on the class B and E def notes.

S&P said, "Since our previous review in February 2016, the class
A notes were redeemed in full, with class A-3 fully repaid on the
August 2017 payment date, and the class B notes amortized by 45%
of their balance as at February 2016 (see "Ratings Raised In Cash
Flow CLO Transaction Ares European CLO III Following Increase In
Par Coverage," published on Feb. 25, 2016). As a result, the
available credit enhancement increased for the class B, C def,
and D def notes compared with at our previous review.

"Since our previous review, the transaction lost EUR5.72 million
of collateral value, due to adverse changes in currency exchange
rates and asset defaults. As a result, the available credit
enhancement for the class E def notes decreased slightly to 4.6%
of the portfolio of assets, from 5.0% at our previous review.

"The portfolio experienced positive rating migration since our
previous review, as the proportion of assets rated above 'B+' in
the portfolio increased to 39% from 23%. The average portfolio
recovery, calculated in accordance with our corporate cash flow
collateralized debt obligation (CDO) criteria also increased at
each rating level (see "Global Methodologies And Assumptions For
Corporate Cash Flow And Synthetic CDOs," published on Aug. 8,
2016).

"We believe that the market value decline risk in the transaction
is minimal, as the exposure to assets with a maturity longer than
the maturity of the notes is 0.2% of the total collateral.

"Following these developments and the application of our
corporate cash flow CDO criteria, we believe that the available
credit enhancement for the class C def and D def notes is
commensurate with higher ratings than those currently assigned.
We have therefore raised to 'AAA (sf)' from 'AA+ (sf)' our rating
on the class C def notes and to 'AA+ (sf)' from 'BBB+ (sf)' our
rating on the class D def notes.

"The available credit enhancement for the class B notes increased
to 85.3% from 38.2% since our previous review. We have therefore
affirmed our 'AAA (sf)' rating on the class B notes.

"As the portfolio amortized and became more concentrated (down to
31 obligors from 68 at our previous review), due to the effect of
correlation, this improved our expected portfolio default rates
in lower rating scenarios (from 'BB+' to 'CCC-'). Therefore,
despite a slight decrease in available credit enhancement, we
believe that the credit quality of the class E def notes is still
commensurate with a 'CCC' rating level. We have therefore
affirmed our 'CCC (sf)' rating on the class E def notes."

Ares European CLO III is a cash flow collateralized loan
obligation (CLO) transaction managed by Ares Management Ltd. A
portfolio of loans to U.S. and European speculative-grade
corporates backs the transaction. Ares European CLO III closed in
July 2007 and its reinvestment period ended in August 2014.

  RATINGS LIST

  Class             Rating
              To              From

  Ares European CLO III B.V.
  EUR356.5 Million Floating-Rate Notes

  Ratings Raised

  C def       AAA (sf)        AA+ (sf)
  D def       AA+ (sf)        BBB+ (sf)

  Ratings Affirmed

  B           AAA (sf)
  E def       CCC (sf)


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


MBANK SA: Moody's Says Among Most Exposed to Mortgage Bill
----------------------------------------------------------
Bank Millennium S.A. (LT bank deposits Ba1 stable), mBank S.A.
(LT bank deposits Baa2 stable), Powszechna Kasa Oszczednosci Bank
Polski S.A. (FC senior unsecured A3 stable, LT bank deposits A2
stable) and Bank BGZ BNP Paribas S.A. (LT bank deposits Baa2
stable) are amongst the most exposed Polish lenders to potential
government legislation on foreign currency mortgages.

A draft bill in the Polish parliament proposes establishing a
relief fund for Polish borrowers who have taken out mortgages in
foreign currencies, in particular Swiss francs. Due to the sharp
appreciation of the Swiss franc against the zloty, borrowers face
higher payments. The proposal calls for lenders to contribute
0.5% of their total foreign currency-mortgage exposures every
quarter. Nevertheless, the proposal might be softened as it moves
through the legislative process.

The report, "Millennium; BGZ BNPP; mBank; PKO BP - Four Polish
banks will bear the brunt of pending Swiss-franc mortgage
legislation," is now available on www.moodys.com. The research is
an update to the markets and does not constitute a rating action.

"Overall, the imposition of a transparent framework to reduce the
risks of foreign currency mortgages is a positive step," said
Arif Bekiroglu, an Associate Vice President at Moody's. "The
latest proposed bill is significantly less onerous than a
previous bill in 2016 that would have been detrimental to the
solvency of the banking system, and Moody's believes that Polish
banks will be able to absorb the extra costs without compromising
their credit growth and stability."

The proposal comes at a time of robust economic growth, which
will provide Polish banks with new lending opportunities. At the
same time, loan-provisioning costs are declining, helping the
banks digest the extra expense.

A draft law, currently on hold, to require banks to reimburse
customers for excess foreign currency-spread on foreign currency
mortgages would be more damaging. This would involve banks paying
an upfront cost of between PLN4 billion and PLN14 billion,
potentially reducing the banking system's profits by an
additional 25%-75%.


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


RUSHYDRO CAPITAL: Fitch Rates RUB20BB Notes Due 2022 'BB+'
----------------------------------------------------------
Fitch Ratings has assigned RusHydro Capital Markets DAC's
RUB20 billion 8.125% rouble-denominated loan participation notes
(LPNs) due in 2022 a 'BB+' final senior unsecured rating, in line
with PJSC RusHydro's Long-Term Issuer Default Rating (IDR) of
'BB+', which has a Stable Outlook.

RusHydro Capital Markets DAC is an orphan special purpose
financing vehicle. The LPNs are issued on a limited recourse
basis for the sole purpose of funding a loan to RusHydro. The
noteholders will rely solely and exclusively on RusHydro's credit
and financial standing for the payment of obligations under the
LPNs. RusHydro plans to use the net proceeds from the notes for
general corporate purposes, including the refinancing of upcoming
debt maturities and capex funding.

RusHydro's 'BB+' IDR reflects Fitch views that it has improved
its credit metrics and will maintain them at levels commensurate
with the current rating. Fitch forecasts RusHydro's funds from
operations (FFO)-adjusted net leverage will be below 3.0x during
2017-2021 due to strong financial and operational performance in
2016 and within the next five years.

RusHydro's IDR incorporates a single-notch uplift for state
support from the company's standalone rating of 'BB', due to
strong strategic, operational and, to a lesser extent, legal ties
with majority shareholder, the Russian Federation (BBB-
/Positive).

KEY RATING DRIVERS

State Support: RusHydro continues to receive tangible state
support. In 2012-2016 the company received support of more than
RUB173 billion, including a RUB50 billion equity injection for
the construction of four thermal power plants in the Far East in
2012, direct subsidies of RUB68 billion as compensation for low
tariffs in the Far East, and a recent RUB55 billion injection
from state-owned VTB Bank for the repayment of RAO Energy System
of the East Group (RAO UES East) debt.

Nevertheless, the consolidation of financially weaker RAO UES
East in 2011 and the government's decision to increase dividend
payments for 2016 to 50% from net income weakened the company's
operating and financial profile, underlining the negative
implications of state involvement.

Forward Contract with VTB: In March 2017 RusHydro received a
RUB55 billion cash injection from the state, via a 13% share
purchase by VTB. These proceeds were used to repay RAO UES East's
debt. VTB has also signed a non-deliverable (with no obligation
on RusHydro to buy back its shares from VTB) five-year forward
contract with RusHydro. Either RusHydro or VTB must compensate
for the difference between the forward value (share price at
which the deal was made) and the value at sale of RusHydro's
shares in five years: that is if the value at sale is below the
forward value, the difference is paid by RusHydro to VTB, and
vice versa.

The company states that the sale of this stake would require
state approval. In Fitch ratings case, Fitch treats this RUB55
billion fully as debt before the expiry of this contract as the
potential liability under this forward contract would rank pari
passu with existing senior unsecured debt and there is no
deferral option on RusHydro's payments to VTB for the duration of
the contract. Fitch will reclassify any amount remaining with
RusHydro after the contract termination as equity, which will
have a positive effect on its credit metrics, other things being
equal. However, the rating is not constrained by Fitch current
treatment of the contract.

Solid Financial Profile: Fitch forecasts RusHydro's FFO-adjusted
net leverage at below 3.0x during 2017-2021 due to strong
financial and operational performance in 2016-1H17 and over the
next five years. Fitch also forecasts 2017-2021 EBITDA will
remain at around RUB98 billion (RUB93 billion in 2016) and the
EBITDA margin will stay at around 24%. This is based on Fitch
expectations that tariffs will be increased below CPI, whereas a
large part of the operating costs (eg fixed costs) will increase
at the rate of CPI. The resulting impact is partially offset by
new capacity coming online.

Capex Results in Negative FCF: Fitch expects RusHydro to continue
to generate negative free cash flow (FCF) on average of around
RUB20 billion, owing to its substantial capex programme of RUB344
billion (including VAT) over 2017-2020, which Fitch expects will
be partially debt-funded. Around a third relates to RAO UES East.
This contrasts with positive FCF generation by RusHydro's closest
peers, PJSC Inter RAO (BBB-/Stable), PJSC Mosenergo (BBB-/Stable)
and Enel Russia PJSC (BB+/Stable), which have completed their
expansionary capex programmes.

However, RusHydro has flexibility to cut back its investment if
there is a lack of available funding or material deterioration in
its credit metrics, especially in the context of increased
dividend payments from 2016. This was demonstrated in 2016 when
capex fell by more than 30% yoy.

'BB' Standalone Rating: RusHydro's standalone rating of 'BB'
reflects the company's strong market position as a leading, low-
cost electricity producer in Russia due to a large portfolio of
hydro power plants with installed electric power capacity of
about 39GW. The standalone profile also reflects its exposure to
regulated tariffs via its RAO UES East division, which will
remain a drag on profitability and cash flows. The standalone
rating also factors in an uncertain regulatory framework in the
medium term and corporate governance limitations in the operating
environment in Russia.

DERIVATION SUMMARY

RusHydro is one of the largest power generation companies in
Russia and listed hydroelectric generation companies in the world
by installed capacity. It is also exposed to fossil-fuel
generation via its RAO UES East division, and compares well with
other rated generating companies such as Inter RAO, Mosenergo and
Public Joint Stock Company Territorial Generating Company No. 1
(TGC-1, BB+/Stable) by operational metrics. Peers are also
subject to regulatory uncertainties and low visibility on medium-
term tariff increases, and have large investment programmes.
However, in contrast to RusHydro, Inter RAO, Mosenergo and Enel
Russia generate a large share of their cash flows from capacity
sales under capacity supply agreements, which support their cash
flow stability.

RusHydro's financial profile is weaker than Inter RAO's and
Mosenergo's on FFO-based net leverage, and quite similar to TGC-
1's, varying historically between 2.0x and 3.0x. Fitch assesses
the regulatory framework and general operating environment in
Russia as a rating constraint. RusHydro's IDR incorporates a one-
notch uplift to the company's 'BB' standalone rating for parental
support from the ultimate indirect majority shareholder, the
Russian Federation.

KEY ASSUMPTIONS

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

- Moderate domestic GDP growth of 1.6% and inflation increase
   of 4.4% in 2017, and by 2.2% and 4.5%, respectively, in 2018;

- Electricity and heat tariffs and power prices to increase
   below CPI over 2017-2021;

- Dividends at 50% of net income under IFRS for 2017-2021;

- RUB55 billion VTB cash injection fully treated as debt;

- Capex for 2017, 2018 and 2019 subject to 20%, 20% and 10%
   haircuts compared with management expectations respectively.

RATING SENSITIVITIES

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

- Capex and opex moderation resulting in improvement of the
   financial profile (eg generation of positive FCF and FFO-
   adjusted net leverage below 2.0x and FFO fixed charge coverage
   above 4x on a sustained basis).

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

- Inability to maintain FFO-adjusted net leverage below 3.0x and
   FFO fixed charge coverage above 3.0x, due to weaker financial
   profile and more ambitious capex programme

LIQUIDITY

Adequate Liquidity: At end-1H17 RusHydro had cash and deposits of
around RUB85 billion (excluding the remaining around RUB3.5
billion cash injection received from the state in December 2012
for financing RAO UES East projects). In addition to available
uncommitted credit lines totalling around RUB107 billion,
including from such large state-owned banks as VTB Bank,
Gazprombank (Joint-stock Company) (BB+/Stable) and Sberbank of
Russia (BBB-/Stable), this is sufficient to cover short-term debt
of RUB55 billion.

Limited FX Exposure: RusHydro has limited exposure to foreign-
currency risks. At end-1H17 around 6% of RusHydro's debt was
denominated in foreign currencies, mainly euros, while almost all
its revenue are in local currency.

Eurobond Placement: The LPNs are issued by RusHydro Capital
Markets DAC and rank pari passu with other senior unsecured
obligations of RusHydro.

The LPNs have the benefit of change of control clause if Russia
ceases to own or control (directly or indirectly) in excess of
50% of voting shares, negative pledge clauses and certain
restrictions on mergers, acquisitions and disposals. Events of
default include non-payment under this issue and non-payment of
any other indebtedness exceeding a USD50 million threshold.


SUKHOI CIVIL: Fitch Affirms BB- IDR, Revises Outlook to Positive
----------------------------------------------------------------
Fitch Ratings has revised the Outlook on three Russian companies
to Positive from Stable, following a recent same action on the
Russian sovereign ratings.

On September 22, 2017, Fitch revised the Outlook on Russia's
Foreign and Local Currency Issuer Default Ratings (IDR) to
Positive from Stable and affirmed them at 'BBB-'.

KEY RATING DRIVERS

Atomic Energy Power Corporation (Atomenergoprom)
Its Outlook has been revised to Positive from Stable while its
Long-Term Foreign Currency IDR has been affirmed at 'BBB-'; The
The ratings of Atomenergoprom continue to be aligned with the
Russian sovereign's, reflecting sole indirect state ownership
(through State Atomic Energy Corporation Rosatom), its strategic
importance to the implementation of the state's programme for
civil nuclear development, record of tangible financial support
from the state, a centralised treasury at Rosatom level and full
representation of Rosatom's management on Atomenergoprom's board
of directors. Fitch currently assess Atomenergoprom's standalone
profile as commensurate with the low 'BBB' rating category. (See
also 'Fitch Affirms Atomenergoprom at BBB-; Outlook Negative',
dated September 1, 2016.)

Sukhoi Civil Aircraft JSC (SCAC)
Its Outlook has been revised to Positive from Stable while its
Long-Term Foreign Currency IDR has been affirmed at 'BB-'. SCAC's
ratings are notched down three levels from the ratings of the
company's ultimate majority shareholder, the Russian sovereign.
The three-notch differential reflects the company's strong links
to the state but also the lack of explicit state guarantee for
SCAC's debt. (See also 'Fitch Affirms Sukhoi Civil Aircraft at
'BB-'; Outlook Stable', dated July 25, 2017.)

PJSC LUKOIL

Its Outlook has been revised to Positive from Stable while its
Long-Term Foreign Currency IDR has been affirmed at 'BBB-'. Fitch
cap LUKOIL's ratings at those of the Russian sovereign. This
reflects the influence that the sovereign exercises over Russian
oil & gas companies' operations and profitability through
regulation and taxation. (See also 'Fitch Assigns LUKOIL's USD1bn
Notes Final 'BBB-' Rating', dated November 8, 2016.)

DERIVATION SUMMARY

These rating actions followed an Outlook revision for the Russian
sovereign ratings. As a result of the application of Fitch's
Parent and Subsidiary Rating Linkage criteria the Outlooks of
issuer's whose ratings are aligned or rated top-down have been
changed.

KEY ASSUMPTIONS

See the relevant Rating Action Commentary (RAC) referenced for
each issuer on www.fitchratings.com.
See 'Fitch Affirms Atomenergoprom at BBB-; Outlook Negative',
dated September 1, 2016.
See 'Fitch Affirms Sukhoi Civil Aircraft at 'BB-'; Outlook
Stable', dated July 25, 2017.
See 'Fitch Assigns LUKOIL's USD1bn Notes Final 'BBB-' Rating',
dated November 8, 2016.

FULL LIST OF RATING ACTIONS

JSC Atomic Energy Power Corporation (Atomenergoprom)
Long-Term Foreign and Local Currency IDRs: affirmed at 'BBB-';
Outlook revised to Positive from Stable
Short-Term Foreign and Local Currency IDRs affirmed at 'F3'
Local currency senior unsecured rating: affirmed at 'BBB-'

Sukhoi Civil Aircraft (SCAC)
Long-Term Foreign and Local Currency IDRs: affirmed at 'BB-';
Outlook revised to Positive from Stable
Senior unsecured rating: affirmed at 'BB-'
Short-Term Foreign and Local Currency IDRs: affirmed at 'B'

The rating action on SCAC applies to all debt issued prior to 1
August 2014

PJSC LUKOIL
Long-Term Foreign and Local Currency IDRs: affirmed at 'BBB-';
Outlook revised to Positive from Stable
Short-Term Foreign Currency IDR: affirmed at 'F3'
Senior unsecured rating for LUKOIL International Finance BV:
affirmed at 'BBB-'


VIM-AVIA: Top Managers Face Probe Following Collapse
----------------------------------------------------
Vladimir Kozlov at bne Intellinews reports that thousands of
passengers who bought flight tickets with the Russian airline
VIM-avia are stuck at airports around the world after the airline
went bust on Sept. 16.

Now the blame game has started after president Vladimir Putin
made the collapse of the airline political, publicly chastised
Transportation Minister Maxim Sokolov and Deputy Prime Minister
Akrady Dvorkovich for allowing VIM-avia to go bust in a televised
meeting with the cabinet on Sept. 27, bne Intellinews relates.

According to bne Intellinews, Business FM reported that in the
early hours of Sept. 28, homes of the air carrier's top managers
were searched as a probe was opened into alleged embezzlement of
passengers' money by the management.

The report said VIM-avia's owner Rashid Mursekayev has also been
detained and is being questioned in the Investigative committee,
which contradicts previous reports that he fled Russia, bne
Intellinews notes.

General director Alexander Kochnev and chief accountant
Yekaterina Panteleyeva have been detained, bne Intellinews
relays, citing RIA Novosti.

Meanwhile, Tatarstan's agency for deposit insurance filed a
bankruptcy lawsuit against VIM-avia, Russia's 10th largest
airline, bne Intellinews discloses.

It is not exactly clear at this point how many passengers with
valid tickets for VIM-avia flights are to be affected, but it is
likely to be tens of thousands, bne Intellinews notes.

Alexander Neradko, head of the national aviation agency, said the
airline's total outstanding debt has reached RUB7 billion (US$120
million), bne Intellinews relates.

News about VIM-avia's problems came on Sept. 22 as its base
airport, Moscow's Domodedovo, refused to service the airline's
flights over an unpaid bill of RUB500 million (US$8.7 million),
bne Intellinews recounts.

The airline has since moved its flights to another Moscow
airport, Vnukovo, but it has only worked as a temporary solution,
bne Intellinews states.


X5 RETAIL: Dividend Policy Neutral to BB Ratings, Fitch Says
------------------------------------------------------------
The recent announcement by the largest Russian food retailer X5
Retail Group N.V. to introduce a dividend policy should have no
negative impact on the company's rating (BB/Stable), Fitch
Ratings says. The new dividend policy by the leading player also
evidences a maturing food retail market in Russia.

On September 22, 2017, X5's supervisory board approved a new
dividend policy, based on a target pay-out ratio of at least 25%
of the group's consolidated net profit. Dividend payments will
nevertheless be subject to the group maintaining an acceptable
financial structure, as the board will be guided by a target
consolidated net debt-to-EBITDA ratio of below 2.0x when
considering a dividend payment.

Fitch expects the company to start paying dividends from 2018,
with the group gradually increasing the pay-out over the next
three years as Fitch projects X5's net debt-to-EBITDA to remain
well below 2.0x (2016: 1.8x). Although dividends will constrain
X5's free cash flow generation, credit metrics should not
deteriorate and Fitch therefore views the new dividend policy as
broadly neutral to ratings.

Fitch expects X5 to keep its funds from operations (FFO)-adjusted
leverage at or slightly below 3.5x over the next three years
(2016: 3.5x), with sufficient headroom from negative rating
sensitivity of 5.0x. This is based on Fitch assumptions that the
company will be resilient to intensifying competition in the
Russian food retail market and continue smooth implementation of
its expansion strategy, while achieving double-digit yoy growth
in EBITDA. However, Fitch assumes some deceleration in capex and
acquisition spending towards 4% of sales by 2019 from an average
7% over 2015-2017 leading to broadly neutral free cash flow post
dividends.

Along with Magnit PJSC and O'key Group S.A. (B+/ Stable), X5 will
be the third Russian public food retailer to start paying
dividends to its shareholders. Fitch does not expect Lenta Ltd.
(the parent of Lenta LLC (BB/ Stable)) and Dixy Group PJSC to pay
dividends in the coming years. Fitch believes Lenta will continue
using its cash flows to fund store roll-outs and deliver value to
shareholders through business growth, while Dixy is likely to
focus on deleveraging and turning around its business operations.



* RUSSIA: Bill to Ban Golden Parachutes for Failed Insurance Cos.
-----------------------------------------------------------------
RT reports that the Russian Central Bank and Finance Ministry
have prepared a bill that would ban senior executives of
insolvent insurance companies being rescued by the state from
receiving large compensation payouts, known as "golden
parachutes".

At the recent insurance conference "Year's Challenges 2017",
deputy head of the Insurance Department of the Russian Central
Bank, Svetlana Nikitina, said that the draft law on bailout of
major insurance companies will be similar to the existing law
regulating the bailout of banks, RT relates.

According to RT, Kommersant reported that in particular, the new
bill would introduce "a ban on certain financial operations
preventing the insolvent company's managers from pulling the
funds out of their corporations at the very last moment" and
qualify any attempt to do so as embezzlement.

Ms. Nikitina, as cited by RT, said in addition, the bill contains
an amendment to the Labor Code that directly bans "golden
parachutes" for heads of insolvent insurance companies.  She said
the bill will be presented to the government in early October, RT
notes.

Mr. Nikitina also told the conference that if the bill is passed,
the state would bail out only TBTF ("too big to fail") insurers,
the bankruptcy of which would send shockwaves through entire
regions, RT recounts.  She said the preliminary list of such
organizations is comprised of about 20 companies, but did not
give any particular names, RT relays.


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


CAPRI ACQUISITIONS: Moody's Rates Proposed USD830MM Loan (P)B1
--------------------------------------------------------------
Moody's Investors Service has assigned provisional (P)B1
instrument ratings to the proposed USD830 million first lien term
loan A due 2024, the EUR250 million first lien term loan B due
2024 and the GBP80 million equivalent revolving credit facility
(RCF) due 2023 which are expected to be issued by Capri
Acquisitions BidCo Limited. The outlook on all aforementioned
instrument ratings is stable. As part of the transaction, Capri
has also privately placed EUR410 million senior unsecured
floating rate notes due 2025 (unrated).

Capri, a newly incorporated entity, is expected to be the future
holding company of Redtop Acquisitions Limited ("CPA Global" or
"the company"), a global Intellectual Property outsourcing
provider, and the topco entity of the new restricted group.

Should the acquisition of CPA Global by Capri and the repayment
of the outstanding debt instruments conclude as envisaged,
Moody's would expect to move the CFR from Redtop Acquisitions
Limited to Capri Acquisitions BidCo Limited, to reflect the new
corporate structure. Moody's current expectation is also that the
CFR will be downgraded to B3 from B1, principally due to the
anticipated increase in Moody's adjusted leverage of the business
from 5.1x, pro-forma for FX spot rates, to a post-transaction
pro-forma leverage of 8.0x based on unaudited management accounts
at the end of July 2017. Moody's expects the company to
deleverage towards 7.5x in next 12-18 months driven by positive
EBITDA growth as a result of moderate volume growth in its
renewal business as well as additional focus on cross-selling of
products and services.

The Moody's adjusted opening leverage has been determined on a
pro-forma basis taking into account the full-year EBITDA of the
recently acquired South Korean IP provider Markpro, FX rate
adjustments and certain already implemented cost savings in APAC.
Moody's adjusted leverage excludes potential synergies and cost
savings actions and profits expected from new contracts win.

The ratings on the outstanding debt issued by Redtop Acquisitions
Limited remain unchanged and would be withdrawn upon repayment.

Moody's issues provisional ratings in advance of the final sale
of securities. Upon closing of the transaction and a conclusive
review of the final documentation, Moody's will endeavour to
assign definitive ratings. A definitive rating may differ from a
provisional rating.

On Review for Downgrade:

Issuer: Redtop Acquisitions Limited

-- Probability of Default Rating, Placed on Review for
    Downgrade, currently B1-PD

-- Corporate Family Rating, Placed on Review for Downgrade,
    currently B1

Assignments:

Issuer: Capri Acquisitions BidCo Limited

-- Senior Secured Bank Credit Facility, Assigned (P)B1, LGD3

-- Senior Secured First Lien Term Loan A, Assigned (P)B1, LGD3

-- Senior Secured First Lien Term Loan B, Assigned (P)B1, LGD3

Outlook Actions:

Issuer: Capri Acquisitions BidCo Limited

-- Outlook, Assigned Stable

Issuer: Redtop Acquisitions Limited

-- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The action reflects the announcement of the new capital structure
that Leonard Green & Partners ("LG&P") and Partners Group AG
("PG") intend to put in place to finalise the GBP2.4 billion
acquisition of CPA Global. The transaction is expected to
complete during Q4 2017 upon standard antitrust and regulatory
approvals. It is Moody's understanding that the sponsors will
contribute approximately GBP1.2 billion of preference shares to
support the acquisition and that the preference shares will sit
outside the restricted group with only equity contributed to the
restricted group. If these conditions were to change, Moody's
will need to review the hybrid instruments entering the
restricted group in order to assess their treatment within the
new capital structure.

The ratings reflect (1) CPA's global leading market position in
the patent renewal niche market; (2) the good revenue visibility,
on a 12 months basis, supported by the resilient patent renewal
business, which represents about 70% of the company's gross
income; (3) the company's historical low customer churn of less
than 5% (2% within the renewals business); and (4) the good
customer diversification with its main client representing 4% of
the company's gross income (top 10 clients 19%).

This is partially offset by the company's (1) very high opening
financial leverage post-LBO; (2) the high level of operating
leverage which is partially mitigated by the good track record of
managing its fixed cost base; (3) the potential EBITDA margin
dilution as the company diversifies its revenue stream away from
its renewal business and into Software and Services; and (4) the
dependence on certain law firms in accessing a high number of
small clients partially offset by the presence of long-term
agreements and dedicated services.

Liquidity Profile

CPA Global's liquidity, pro-forma for the transaction, is
expected to be good supported by GBP15 million cash balance, pro-
forma for the LBO transaction, and by GBP80 million-equivalent
undrawn revolving credit facility (RCF).

Despite the additional debt and the increased cash interest
payments, which are expected to reach GBP70 million from
approximately GBP45 million pre-LBO, Moody's anticipates that
free cash flow -- calculated after capex, taxes and interests
payments -- will remain above GBP35 million in the next 12-18
months. Moody's considers unlikely that the company will retain
significant cash on balance sheet, applying residual cash flow
toward acquisitions or further debt repayment.

The RCF has one springing covenant (first lien net leverage -- as
calculated by the management) that is tested when the facility is
drawn for more than 40%. First lien net leverage covenant level
is expected to be set at 9.20x.

The new USD first lien term loan will amortize at 1% per annum.
In addition the draft debt documentation reviewed includes a cash
sweep mechanism for excess cash above GBP7.5 million. Based on
the proposed transaction, the next debt maturity will be the
revolving credit facility in 2023.

Structural Considerations

The (P)B1 rating on the first-lien term loans and RCF, all
ranking pari-passu and issued by Capri Acquisitions Bidco
Limited, two notches above the likely new CFR of B3, to be
assigned to Capri Acquisitions Bidco Limited, reflects the
seniority of these facilities ahead of the unsecured floating
rate notes and the unsecured lease rejection claims. The
company's facilities benefit from a security package which
includes material subsidiaries' assets; they also benefit from
guarantees from a number of guarantors which together represent
no less than 80% of CPA's consolidated adjusted EBITDA.

WHAT COULD CHANGE THE RATING UP/DOWN

In light of action, Moody's anticipates negative rating pressure
following its review of the final capital structure. Moody's
current expectation is that the CFR will be downgraded to B3 from
B1.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in Jersey, CPA, formerly known as Computer Patent
Annuities, is a leading global provider of intellectual property
(IP) management services and software. The company has three main
business areas (1) IP Transaction Processing, which mainly
includes the renewals business, (accounting for 79% of the
company's gross income in the financial year ended July 2017),
(2) IP Software, which focuses on IP management, data and
analytics and innovation management, (13% of gross income) and
(3) IP Services, which delivers dedicated solutions to the US
Patent Office and other IP professionals, (8% of gross income).
For the fiscal year ending July 31, 2017, CPA generated pro-forma
revenue of GBP1,307 million.


MONARCH AIRLINES: Enters Administration, Passengers Stranded
------------------------------------------------------------
Naomi Rovnick, John Murray Brown and Peggy Hollinger at The
Financial Times report that Monarch Airlines, the UK low-cost
carrier and tour operator, has been placed in administration
leaving 110,000 holidaymakers stranded overseas and resulting in
the cancellation of 300,000 future bookings.
The British government has asked the Civil Aviation Authority to
charter more than 30 aircraft to bring Monarch Airlines customers
who are overseas back to the UK in what transport secretary Chris
Grayling described as the "biggest ever peacetime repatriation",
the FT relates.

According to the FT, administrators from KPMG were appointed in
the early hours of Oct 2 after the airline and regulators held
emergency talks at the weekend over Monarch's future.

KPMG, as cited by the FT, said all flights operated by Monarch
Airlines and all future holidays booked with Monarch Travel Group
have been cancelled.

Monarch, which runs the UK's fifth-largest airline, flies to
about 40 destinations from five UK airports and employs around
2,100 people.

CAA chief executive Andrew Haines said the largest number of
stranded Monarch passengers were in the Costa del Sol region of
southern Spain, the FT relays.

Monarch Airlines, also known as and trading as Monarch, is a
British airline based at Luton Airport, operating scheduled
flights to destinations in the Mediterranean, Canary Islands,
Cyprus, Egypt, Greece and Turkey.


NEWGATE FUNDING 2006-2: S&P Raises Rating on Class E Notes to B+
----------------------------------------------------------------
S&P Global Ratings affirmed its 'A- (sf)' credit ratings on
Newgate Funding PLC series 2006-2's class A3a, A3b, M, Ba, and Bb
notes. At the same time, we have raised to 'A- (sf)' from 'BBB-
(sf)' our ratings on the class Ca and Cb notes, to 'BB+ (sf)'
from 'B- (sf)' our ratings on the class Da and Db notes, and to
'B+ (sf)' from 'B- (sf)' our rating on the class E notes (see
list below).

S&P said, "The rating actions follow our credit and cash flow
analysis of the transaction using information from the July 2017
investor report and July 2017 loan-level data. Our analysis
reflects the application of our European residential loans
criteria and our current counterparty criteria (see "
Methodology And Assumptions: Assessing Pools Of European
Residential Loans," published on Aug. 4 2017, and "Counterparty
Risk Framework Methodology And Assumptions," published on June
25, 2013).

"In our opinion, the performance of the loans in the collateral
pool has improved since our Sept. 23, 2016 review (see "Various
Rating Actions Taken In U.K. Nonconforming RMBS Transaction
Newgate Funding's Series 2006-2 Following Review"). Total
delinquencies have decreased to 23.9% from 27.0%, 90+ days
delinquencies to 15.6% from 18.1%, and repossessions to 0.06%
from 0.15%. Although the abovementioned decreases are in line
with the evolution observed in our U.K. nonconforming residential
mortgage-backed securities (RMBS) index, Newgate Funding's series
2006-2 pool has historically performed worse than the other
transactions in our index (see "U.K. RMBS Index Report Q2 2017,"
published on Sept. 12, 2017).

"Prepayments have remained stable since our previous review. As
of July 2017, the prepayment rate in this transaction was about
8.8%, which is higher than the 5.7% observed in our index.

"The lower arrears levels and greater proportion of the loans in
the pools receiving seasoning credit benefitted our weighted-
average foreclosure frequency (WAFF) calculations. Our weighted-
average loss severity (WALS) assumptions have decreased at all
rating levels. The transaction has benefitted from the decrease
in the weighted-average current loan-to-value ratios."

  Rating        WAFF     WALS
                 (%)      (%)
  AAA          41.67    36.21
  AA           35.38    29.32
  A            30.09    17.95
  BBB          25.46    11.76
  BB           20.76     7.95
  B            18.78     5.46

Credit enhancement levels have increased for all rated classes of
notes since our previous review. The notes benefit from a
liquidity facility and reserve funds. The facilities are not
amortizing as the respective cumulative loss triggers have been
breached.

S&P said, "We recently received a notification stating that the
liquidity facility and the liquidity facility floor had been
reduced following the July 2017 interest payment date. However,
the triggers relating to the amortization of the facility remain
unchanged. We have considered this in our cash flow analysis.

"The structure started amortizing pro rata in January 2016
because all of the pro rata triggers are currently met. We have
also considered this in our cash flow analysis.

"We consider the available credit enhancement for the class Ca,
Cb, Da, Db, and E notes to be commensurate with higher ratings
than those currently assigned. We have therefore raised to 'A-
(sf)' from 'BBB- (sf)' our ratings on the class Ca and Cb notes,
to 'BB+ (sf)' from 'B- (sf)' our ratings on the class Da and Db
notes, and to 'B+ (sf)' from 'B- (sf)' our rating on the class E
notes. The available credit enhancement for the class Ca and Cb
notes is commensurate with a higher rating than 'A- (sf)', but
our ratings on these classes of notes are capped at our long-term
issuer credit rating (ICR) on Barclays Bank PLC (A-/Negative/A-2)
as the liquidity facility and bank account provider.

"In our credit and cash flow analysis, we consider the available
credit enhancement for the class A3a, A3b, M, Ba, and Bb notes to
be commensurate with higher ratings than those currently
assigned. However, the liquidity facility and bank account
provider, Barclays Bank, breached the 'A-1+' downgrade trigger
specified in the transaction documents, following our lowering of
its long- and short-term ICRs in November 2011 (see "Barclays
Bank PLC Ratings Lowered To 'A+/A-1' From 'AA-/A-1+' On Bank
Criteria Change; Outlook Stable," published on Nov. 29, 2011).
Because no remedy actions were taken following our November 2011
downgrade, our current counterparty criteria cap the maximum
potential rating on the notes in this transaction to our 'A-'
long-term ICR on Barclays Bank. We have therefore affirmed our
'A- (sf)' ratings on the class A3a, A3b, M, Ba, and Bb notes."

Newgate Funding's series 2006-2 is a U.K. nonconforming RMBS
transaction with collateral comprising a pool of first-ranking
mortgages over freehold and leasehold owner-occupied properties.
Based on loan-level data provided for July 2017, the collateral
pool comprises 23.5% first-time buyer loans and 75.1% self-
certified loans.

  RATINGS LIST

  Class            Rating
            To              From

  Newgate Funding PLC EUR73.9 Million, ú458.7 Million Mortgage-
  Backed Floating-Rate Notes Series 2006-2

  Ratings Affirmed

  A3a       A- (sf)  A3b       A- (sf)
  M         A- (sf) Ba         A- (sf)
  Bb        A- (sf)

  Ratings Raised

  Ca        A- (sf)         BBB- (sf)
  Cb        A- (sf)         BBB- (sf)
  Da        BB+ (sf)        B- (sf)
  Db        BB+ (sf)        B- (sf)
  E         B+ (sf)         B- (sf)


NEWGATE FUNDING 2006-3: S&P Raises Class E Notes Rating to B (sf)
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'A- (sf)' credit ratings on
Newgate Funding PLC series 2006-3's class A3a, A3b, and Mb notes.
At the same time, S&P has raised to 'A- (sf)' from 'BBB+ (sf)'
its ratings on the class Ba and Bb notes, to 'BBB (sf)' from 'BB
(sf)' its rating on the class Cb notes, to 'BB (sf)' from 'B
(sf)' its ratings on the class Da and Db notes, and to 'B (sf)'
from 'B- (sf)' its rating on the class E notes.

S&P said, "The rating actions follow our credit and cash flow
analysis of the transaction using information from the August
2017 investor report and August 2017 loan-level data. Our
analysis reflects the application of our European residential
loans criteria and our current counterparty criteria (see "
Methodology And Assumptions: Assessing Pools Of European
Residential Loans," published on Aug. 4 2017, and "Counterparty
Risk Framework Methodology And Assumptions," published on June
25, 2013).

"In our opinion, the performance of the loans in the collateral
pool has improved since our Sept. 23, 2016 review (see "Various
Rating Actions Taken In U.K. Nonconforming RMBS Transaction
Newgate Funding's Series 2006-3 Following Review"). Total
delinquencies have decreased to 22.1% from 26.2%, 90+ days
delinquencies to 15.4% from 18.7%, and repossessions to 0.13%
from 0.17%. Although the abovementioned decreases are in line
with the evolution observed in our U.K. nonconforming residential
mortgage-backed securities (RMBS) index, Newgate Funding's series
2006-3 pool has historically performed worse than the other
transactions in our index (see "U.K. RMBS Index Report Q2 2017,"
published on Sept. 12, 2017).

"Prepayments have increased since our previous review. As of
August 2017, the prepayment rate in this transaction was about
10.3%, which is higher than the 5.7% observed in our index.

"The lower arrears levels and greater proportion of the loans in
the pools receiving seasoning credit benefitted our weighted-
average foreclosure frequency (WAFF) calculations. Our weighted-
average loss severity (WALS) assumptions have decreased at all
rating levels. The transaction has benefitted from the decrease
in the weighted-average current loan-to-value ratios."

  Rating        WAFF     WALS
                 (%)      (%)
  AAA          39.66    38.21
  AA           34.03    31.52
  A            29.17    20.04
  BBB          24.95    13.65
  BB           20.27     9.71
  B            18.34     6.85

Credit enhancement levels have increased for all rated classes of
notes since our previous review. The notes benefit from a
liquidity facility and reserve funds. The facilities are not
amortizing as the respective cumulative loss triggers have been
breached.

S&P said, "We recently received a notification stating that the
liquidity facility and the liquidity facility floor had been
reduced following the August 2017 interest payment date. However,
the triggers relating to the amortization of the facility remain
unchanged. We have considered this in our cash flow analysis.

"The structure started amortizing pro rata in May 2016 because
all of the pro rata triggers are currently met. We have also
considered this in our cash flow analysis.

"We consider the available credit enhancement for the class Ba,
Bb, Cb, Da, Db, and E notes to be commensurate with higher
ratings than those currently assigned. We have therefore raised
to 'A- (sf)' from 'BBB+ (sf)' our ratings on the class Ba and Bb
notes, to 'BBB (sf)' from 'BB (sf)' our rating on the class Cb
notes, to 'BB (sf)' from 'B (sf)' our ratings on the class Da and
Db notes, and to 'B (sf)' from 'B- (sf)' our rating on the class
E notes.

"The available credit enhancement for the class Ba and Bb notes
is commensurate with a higher rating than 'A- (sf)', but our
ratings on these classes of notes are capped at our long-term
issuer credit rating (ICR) on Barclays Bank PLC (A-/Negative/A-2)
as the liquidity facility and bank account provider.

"In our credit and cash flow analysis, we consider the available
credit enhancement for the class A3a, A3b, and Mb notes to be
commensurate with higher ratings than those currently assigned.
However, the liquidity facility and bank account provider,
Barclays Bank, breached the 'A-1+' downgrade trigger specified in
the transaction documents, following our lowering of its long-
and short-term ICRs in November 2011 (see "Barclays Bank PLC
Ratings Lowered To 'A+/A-1' From 'AA-/A-1+' On Bank Criteria
Change; Outlook Stable," published on Nov. 29, 2011). Because no
remedy actions were taken following our November 2011 downgrade,
our current counterparty criteria cap the maximum potential
rating on the notes in this transaction to our 'A-' long-term ICR
on Barclays Bank. We have therefore affirmed our 'A- (sf)'
ratings on the class A3a, A3b, and Mb notes."

Newgate Funding's series 2006-3 is a U.K. nonconforming RMBS
transaction with collateral comprising a pool of first-ranking
mortgages over freehold and leasehold owner-occupied properties.
Based on loan-level data provided for August 2017, the collateral
pool comprises 24.1% first-time buyer loans and 57.7% self-
certified loans.

  RATINGS LIST

  Class            Rating
            To              From

  Newgate Funding PLC EUR296.1 Million, ú319.85 Million, $271
  Million Mortgage-Backed Floating-Rate Notes Series 2006-3

  Ratings Affirmed

  A3a       A- (sf)
  A3b       A- (sf)
  Mb        A- (sf)

  Ratings Raised

  Ba        A- (sf)         BBB+ (sf)
  Bb        A- (sf)         BBB+ (sf)
  Cb        BBB (sf)        BB (sf)
  Da        BB (sf)         B (sf)
  Db        BB (sf)         B (sf)
  E         B (sf)          B- (sf)


TAHOE SUBCO 1: S&P Affirms 'B' LT Corporate Credit Rating
---------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' long-term
corporate credit rating on U.K.-based software company Tahoe
Subco 1 Ltd. The outlook remains negative.

S&P said, "The affirmation follows the revision of our assessment
of Finastra's liquidity to adequate from less than adequate since
the new capital structure, put in place ahead of the acquisition
of D+H, no longer has maintenance covenants on the drawn term
loans. Current facilities only include a springing covenant on
the undrawn $400 million revolving credit facility (RCF), under
which S&P expects significant headroom of more than 30%.

"We see this as a marked improvement of Finastra's liquidity,
whereas previously we anticipated extremely tight covenant
headroom in 2017 under the old credit facilities.

"We estimate that Finastra's ratio of sources to uses of
liquidity would be higher than 2x in 2018, thanks to its undrawn
RCF and our expectation of solid cash flow generation. However,
our liquidity assessment remains somewhat constrained by
Finastra's limited exposure to credit markets and its aggressive
sponsor-owned financial policy, including a track record of
acquisitions and dividend recapitalization.

"The rating mainly reflects Finastra's highly leveraged capital
structure, somewhat balanced by our expectations that Finastra
will significantly reduce its S&P Global Ratings-adjusted
leverage toward 7x -- excluding preferred equity certificates
(PECs) -- over the next two years through meaningful synergies,
free cash flow generation, cost efficiencies, and declining
integration costs.

"In our view, the group has a solid position in mission-critical
software for financial institutions, resulting in very high
retention rates as well as a relatively high degree of recurring
revenues of around 70%. It also reflects the group's significant
scale and meaningful product and geographic diversity following
the merger with D+H. This is somewhat offset by Finastra's
operation in a niche market and the close correlation, in our
view, between the sale of new licenses, transactional revenues,
and market conditions that could result in significant
fluctuations during the economic cycle. Additionally, we see
significant execution risks for the group over the short term as
it executes the integration with D+H.

"The negative outlook reflects the potential for a downgrade over
the next 12 months if revenues decline, and we no longer expect
the combined group will reduce adjusted leverage toward 7x
excluding PECs (about 8.5x total leverage based on our adjusted
EBITDA figure for 2019), generate solid FOCF in line with our
base case, or maintain EBITDA cash interest coverage of at least
2x.

"We could lower the rating if the group deviates significantly
from our base-case expectations after the transaction closes.
This could occur, for example, from weaker-than-expected margins,
due to execution risks resulting in higher-than-expected
integration costs for a long period. It could also stem from
inability to realize significant synergies, coupled with
consistently declining revenues due to increasing competition and
lower-than-expected cross-selling and upselling opportunities. In
particular, we could lower the rating if free cash flow in 2018
is lower than $200 million, indicating that Finastra is unlikely
to reduce its adjusted leverage (excluding PECs) to less than
7.5x in 2019.

"We could revise the outlook to stable if the group maintains
good FOCF generation and focuses on debt reduction, in
particular, if the group generates free cash flow of at least
ú300 million in 2018 and we expect leverage (excluding PECs) to
trend down toward 6.5x in 2019 (equating to adjusted debt to
EBITDA of about 7.7x). This could be triggered by solid revenue
growth during the integration and synergies being realized in
line with plans."


VIRGIN MEDIA: Moody's Rates GBP800MM RFNs Due 2024 'B1'
-------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Virgin
Media Receivables Financing Notes I Designated Activity Company's
(the RFN Issuer or the SPV) GBP800 million worth of Receivables
Financing Notes (RFNs) due 2024. The rating outlook is stable.
All other ratings of the Virgin Media Inc. group (VMED) remain
unchanged.

The B1 rating on the RFNs is one notch lower than VMED group's
Ba3 Corporate Family (CFR) and the Ba3 senior secured debt
ratings at its subsidiaries -- Virgin Media Investment Holdings
Ltd and Virgin Media Secured Finance PLC, and a notch higher than
the B2 rated senior unsecured debt issued by VMED's subsidiary
Virgin Media Finance PLC.

Virgin Media Receivables Financing Notes I Designated Activity
Company issued GBP350 million of RFNs in September 2016 and
another GBP450 million of add-on RFNs in September 2017. The
proceeds from the notes are used to finance part of VMED group's
existing vendor financing program. This vendor financing program
stood at GBP1.27 billion as of June 30, 2017 pro-forma for the
recent vendor financing increase via the September 2017 add-on
RFNs. The recent increase in vendor financing is slightly
leveraging for VMED. VMED group's gross debt/ EBITDA (as adjusted
by Moody's -- based on last twelve months ending June 30, 2017)
is at the high end of the Ba3 rating category at around 5.5x, on
a pro-forma basis.

RATINGS RATIONALE

While the RFNs are issued out of a newly established independent
SPV that is not owned or consolidated by VMED, majority of the
proceeds from the RFNs are indirectly on-lent from the SPV to
VMED via the vendor financing program facilitated by ING Bank
N.V. (ING, rated Aa3/ stable). This vendor financing is reported
as debt in VMED's consolidated audited financial statements.

Under the vendor financing program, VMED and the supplier agree
the price for the goods/services. VMED sometimes receives a
discount from the supplier for early payment. The purchase order
and the invoice are issued at an agreed price and payment terms.
VMED then grosses up the invoice based on LIBOR + margin (as
specified in Accounts Payable Management Services Agreement,
September 2016) and uploads it to the ING Vendor Financing
Platform (ING VF Platform) with a new payment term of up to 360
days from the invoice date. VMED makes an English law Irrevocable
Payment Undertaking (IPU) with respect to the Vendor Financing
Receivable (Receivable). The ING VF Platform then pays the
supplier and subsequently becomes the owner of the Receivable.
The Receivable is thereafter sold by the ING VF Platform to the
RFN issuer. Ultimately, the RFN issuer is paid by VMED the
grossed up value specified in the IPU at maturity of the
Receivable.

To the extent there are insufficient trade payables available for
the RFN Issuer to fund, Notes proceeds are on-lent from the SPV
to VMED group via unsecured credit facilities (the VM
Facilities). While the transaction operates through a rather
complex structure, VMED is ultimately responsible for the payment
of coupon and principal on the RFNs via the IPU arrangement and/
or the unsecured loan under the VM Facilities.

The creditworthiness of the supplier is irrelevant for the
bondholders under this mechanism as the supplier sells the
receivable to the ING VF Platform and reduces its payment days.
ING's credit risk in contrast is to a certain degree relevant
because of its role as the sole intermediary in this transaction
but Moody's takes comfort from the protection that the
transaction agreements provide as well as ING's strong rating.
Despite several protection mechanisms built in to the transaction
agreements, there are certain structural risks such as
commingling, that could potentially lead to some delay or loss to
bond holders in a insolvency situation at VMED. While Moody's
recognizes these risks, it does not consider them material enough
to affect the B1 rating on the RFNs.

The RFNs have security over both the Receivables and the VM
Facilities. Both of these represent unsecured claims into VMED
and are supported by the key VMED entities (Virgin Media
Investment Holdings Ltd, Virgin Media Senior Investments Limited,
Virgin Media Limited and Virgin Mobile Telecoms Limited), which
represent more than 90% of the company's revenues and assets.
Both the Receivables and the VM Facilities are in particular
supported by Virgin Media Senior Investments Ltd, which sits in a
structurally senior position to the guarantors of the existing
unsecured bonds. The B1 ratings on the RFNs therefore reflect the
fact that the unsecured claims related to the RFNs are
contractually junior to the existing Ba3 rated VM Credit
Facilities and Senior Secured Notes, which benefit from fixed
asset security, and structurally senior to the existing B2 rated
Senior Unsecured Notes.

Since vendor financing typically consists of short-term
liabilities that could otherwise be funded via cash or increase
in senior secured debt, the issuance of the RFNs to fund these
liabilities enables the company to raise additional unsecured
debt while maintaining its senior secured incurrence covenant
leverage position at around 3.8x. The positioning of the senior
secured debt is strengthened in the debt waterfall due to the
additional cushion provided via the vendor financing through the
RFNs. However, the Ba3 rating for the secured debt reflects the
current weak positioning of VMED's CFR coupled with a capital
structure which is fluid and could change depending on the use of
vendor financing. The issuance of the RFNs is somewhat negative
for the unsecured bondholders since the RFNs indirectly represent
another asset class with structurally senior unsecured claims in
the group's recovery waterfall.

VMED's Ba3 CFR is currently weakly positioned in the rating
category in light of the operational underperformance in 2017 and
its high leverage. The company reported sluggish rebased revenue
growth in 2017 mainly due to the poorly executed price rise in Q4
2016. Better EBITDA growth than revenue growth in 2017 should
help the company in maintaining a steady leverage at a time when
its absolute debt burden is increasing as it continues to invest
in new-build activities in the UK. The rating is constrained by
the strong competition and maturity in the company's broadband
and television markets. Nevertheless, the company's market
position remains supported by the superior speed capabilities of
its DOCSIS 3.0 network.

The company's leverage of around 5.5x (Gross Debt/ EBITDA as
adjusted by Moody's as of June 30, 2017 on a last twelve months
basis -- pro-forma for the recent debt increase of GBP450 million
related to vendor financing) is high for the Ba3 rating category,
leaving no headroom for further operating underperformance. While
cash flow generation from operating activities remains adequate
(Moody's adjusted cash flow from operations (CFO)/ Gross debt
stood at 16.4% on a pro-forma basis), its free cash flow
generation is however currently constrained due to high capex.
The financial policy of VMED's is aligned with parent Liberty
Global's more leverage-tolerant stance and does not envisage any
material de-leveraging.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that VMED's
strategy of growing its subscriber base and its ARPU aided by
continued improvements in the quality of the broadband and
digital TV offer will translate into improved near-term growth in
revenue and operating cash flow ("OCF" - as defined by VMED).

WHAT COULD CHANGE THE RATING UP / DOWN

Upward pressure on the ratings could develop over time if (1)
VMED's operating performance remains solid; (2) its adjusted
Gross Debt/ EBITDA ratio (as calculated by Moody's) falls below
4.5x on a sustained basis; and (3) its cash flow generation
improves such that it achieves a Moody's adjusted cash flow from
operations ("CFO")/ Debt ratio above 17%.

Downward rating pressure is likely if (1) there is a loss of
momentum in RGU and ARPU growth resulting in a sustained weak
operating performance; (2) Moody's adjusted Gross Debt/ EBITDA
increases above 5.5x and/or (3) Moody's adjusted CFO/ Debt ratio
deteriorates to below 12%.

PRINCIPAL METHODOLOGY

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

Virgin Media Receivables Financing Notes I Designated Activity
Company is a Republic of Ireland-domiciled orphan special purpose
vehicle created solely for the purpose of issuing the RFNs.

Virgin Media Inc. is a cable communications company, offering
broadband internet, television, mobile telephony and fixed line
telephony services to residential and commercial customers in the
UK and in Ireland. For the last twelve months period ending
June 30, 2017, VMED generated GBP4.9 billion in revenue and
GBP2.2 billion in Operating Cash Flow (as defined by VMED).


VIRIDIAN GROUP: Fitch Assigns BB- Final Rating to Euro Notes
------------------------------------------------------------
Fitch Ratings has assigned Viridian Group FinanceCo PLC's and
Viridian Power and Energy Holdings DAC's senior secured sterling
and euro notes a final rating of 'BB-'. The GBP225 million 4.75%
notes are due in 2024 and the EUR350 million 4.0% notes are due
in 2025.

The proceeds of the notes will be used to repay the existing
EUR540 million 7.5% notes, make a shareholder distribution of
GBP60 million and for general corporate purposes.

The final senior secured rating of 'BB-' reflects Viridian Group
Investments Limited's Long-Term Issuer Default Rating (IDR) of
'B+' and the recovery prospects for the notes, with a Recovery
Rating of 'RR3'.

The company's 'B+' IDR reflects near completion of wind capacity
build, with a meaningful increase in expected dividends paid to
the restricted group and free cash flow from the financial year
ending in March 2019 (FY19). Fitch-estimated regulated and quasi-
regulated EBITDA of 70% largely offsets commodity price risk and
the impact of the Integrated Single Electricity Market (ISEM)
from May 2018.

However, the lower level of wholesale prices takes estimated FFO
adjusted net leverage higher to around 4.5x in FY19 and FY20
before recovering again in FY21. These figures compare with FFO-
adjusted net leverage in FY17 of 4.0x. Likewise, Fitch only
expects coverage ratios to recover on stronger wholesale pricing
from FY21.

KEY RATING DRIVERS

Conservative Leverage under New Owner: I Squared, which bought
Viridian in April 2016, has a relatively conservative approach to
leverage, with an overall target for debt to capital of less than
60% and a long-term target of net leverage of 4.0x or less.
Viridian is I Squared's only asset in the UK and Ireland across a
globally diversified portfolio. Viridian issued in August 2017 a
redemption notice for 10% of the EUR600 million senior secured
notes at a redemption price of 103%, in view of its healthy cash
position at March 31, 2017. Redemption of the notes took effect
on August 29, 2017.

Wind Build Close to Completion: The construction of 75MW of wind
capacity should be complete within the next 18 months, taking the
total to 300MW and lowering the build risk. Fitch expects the
dividend stream to start to build significantly from these assets
from FY19 after the final expenditure on recent wind
acquisitions, and support free cash flow generation at the
restricted group.

Regulated and Quasi-Regulated Core: Fitch expects a steady
contribution from regulated and quasi-regulated EBITDA at 70%-72%
in FY21 as the capacity build in Ireland drives higher renewable
power purchase agreement (PPA) earnings while electricity margins
are affected by lower electricity prices. Regulated earnings at
Power NI could be threatened by a loss of customers and new price
control after March 2019.

However, 70% of the current regulated entitlement is fixed and
the company's cost to serve is substantially lower than that of
the Great Britain "big six". These factors should mitigate the
impact of potential regulatory change at segment level and
commodity price volatility at group level.

Commodity Price Risk, Volatility: Earnings and cash flows are
subject to commodity price and currency volatility, reducing
visibility. The company has lowered system marginal price (SMP)
and EBITDA forecasts, particularly for FY19 and FY20, partly as a
result of the introduction of ISEM from May 2018. Short-term
prices should follow gas prices, but longer-term pricing may be
affected by the continued growth of renewables. The weakness of
sterling against the euro has helped offset the negative price
impact in sterling terms, but this adds a further level of
volatility to earnings and cash flow.

Impact of ISEM: Ireland will replace the current generation
market structure with an integrated single electricity market,
ISEM, from May 2018. For Viridian, this means swapping regulated
capacity payments for competitive reliability auctions. This
lowers earnings and the cash flow visibility of generation, but
there may be a partial offset from growth in ancillary services.
The changes reflect alignment with EU rules for state aid and are
aimed at better integrating renewables in the fuel mix in future.
The Republic and Northern Ireland have targets of generating 40%
of electricity from renewables by 2020.

Appropriate Credit Metrics: A fall in capex implies positive free
cash flow generation from FY19. However, the direction of
wholesale prices takes estimated FFO adjusted net leverage higher
to around 4.5x in FY19 and FY20 before recovering in FY21. These
figures compare with FFO adjusted net leverage in FY17 of 4.0x.
Likewise, Fitch only expects coverage ratios to recover on
stronger wholesale pricing from FY21.

DERIVATION SUMMARY

Viridian's 'B+' IDR implies a two-notch differential relative to
its closest publicly rated peer, Melton Renewable Energy UK PLC
(MRE, BB/Stable), reflecting weaker credit metrics and slightly
higher business risk at Viridian, with around 30% of unregulated
and unsupported EBITDA against zero at MRE. These factors are
partly offset by Viridian's size and business diversification
relative to MRE. This is reflected in Viridian's negative
guideline of 5.0x FFO adjusted net leverage, compared with 4.0x
for MRE..

A three-notch differential relative to Drax Group Holdings
Limited (BB+/Stable) reflects substantially weaker credit metrics
(with a negative leverage guideline of 2.5x for Drax), partly
offset by a weaker EBITDA mix at Drax. Likewise, a two-notch
differential relative to Viesgo Generacion, S.L.U. (BB/Stable),
reflects substantially weaker credit metrics (Viesgo's negative
leverage guideline is 2.5x), partly offset by a much weaker
EBITDA mix at Viesgo.

KEY ASSUMPTIONS

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

- no change in Power NI regulation after March 2019;
- lower electricity margin/Huntstown combined-cycle gas turbine
   (CCGT) SMP assumptions than previously, with a more
   conservative view of demand growth from data centres;
- capacity payment revenues in line with guidance;
- 10% haircut to ancillary services EBITDA;
- renewable PPAs, lower SMP assumptions than previously (see
   below);
- lower load factors than assumed by company;
- broadly flat EBITDA margins in Irish residential supply;
- dividends from renewables, lower SMP assumptions by an average
   11% than previously;
- company guidance on restricted group capex, but Fitch add to
   this 30% of the owned renewables capex figure outside the
   restricted group as equity finance for renewables capex - this
   is more conservative than management, which assumes a 20%
   equity/ 80% debt funding structure;
- payment of GBP60 million in dividends as part of the
   refinancing -- Fitch assumes dividends at 50% of net income
   from FY19.

Key Recovery Rating Assumptions:

A recovery analysis assumes that Viridian would be considered a
going concern in bankruptcy and that the company would be
reorganised rather than liquidated.

- Fitch has assumed an administrative claim of 10%.
- Viridian's going-concern EBITDA is based on last-12-months to
   March 2017 EBITDA and includes pro forma adjustments for
   dividends from wind assets from FY19, paid after a one-year
   time lag on assets in operation in FY18. The going-concern
   EBITDA estimate reflects Fitch's view of a sustainable, post-
   reorganisation EBITDA level, upon which Fitch base the
   valuation of the company, based on an EBITDA discount of 15%.
- An enterprise valuation multiple of 6x is used to calculate a
   post-reorganisation valuation and reflects a mid-cycle
   multiple. The estimate reflects a discount of around 20% to
   the multiple paid by I Squared for Viridian in April 2016 and
   is based on a blended multiple, taking other similar
   transactions into account (for example the 5.5x multiple paid
   by Centrica for the supply business of Bord Gais in 2014).
- The waterfall results in a 100% recovery corresponding to
   'RR1' recovery for the super senior revolving credit facility
   of GBP225 million. The waterfall also indicates a 53% recovery
   corresponding to 'RR3' for the notes.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
- A decrease in FFO adjusted net leverage to below 4x on a
   sustained basis and FFO interest cover trending towards 3x
- A decrease in business risk accompanied by an increase in
   share of EBITDA from regulated and quasi-regulated assets

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- Large debt-funded expansion or deterioration in operating
   performance, resulting in FFO adjusted net leverage above 5x
   and FFO interest cover below 2x on a sustained basis
- A significant reduction of the proportion of regulated and
   quasi-regulated earnings, in particular due to the change of
   market design, would be negative for the ratings, leading to a
   reassessment of a maximum debt capacity commensurate with the
   current rating level

LIQUIDITY

Sound Liquidity: Viridian has sound liquidity, with GBP107
million (pre-redemption of 10%) of unrestricted cash and short-
term deposits at FYE17, and GBP100 million undrawn liquidity
available on the cash portion of the revolving credit facility
that expires in October 2019. The company has no material short-
term debt and Fitch expects liquidity to remain sound after the
refinancing.

Wind assets that are financed through the company's project
finance facilities are excluded from Fitch's total debt
calculation as this debt is held outside the restricted group on
a non-recourse basis. Fitch expects Viridian's free cash flow to
be neutral to positive over the rating horizon as dividends
received from wind assets increase.


WORLDPAY GROUP: S&P Maintains 'BB' CCR on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings said it has extended its CreditWatch with
positive implications on its 'BB' long-term corporate credit and
issue ratings on Worldpay Group PLC.

The CreditWatch extension follows the continuing progress to
finalize the acquisition of Worldpay by Vantiv. The transaction
is currently expected to close in early 2018, subject to
shareholders and antitrust approvals. Vantiv has recently raised
ú3.27 billion of secured and unsecured debt to fund the
acquisition and refinance Worldpay's unsecured ú1.15 billion term
loans. In addition, Vantiv has offered to provide an unsecured
guarantee over Worldpay's outstanding EUR500 million unsecured
notes as part of a consent process launched by Worldpay.

The CreditWatch with positive implications reflects that we could
raise the rating to 'BB+', in line with Vantiv, if the
acquisition goes through. This is due to our assessment that
Worldpay will be a highly strategic subsidiary within the
combined Vantiv group.

S&P's highly strategic assessment primarily reflects:

-- The anticipated operational merger between Vantiv and
    Worldpay's operations in the U.S.

-- S&P's view that Worldpay is unlikely to be sold given that it
    would represent a core part of Vantiv's strategy to build its
    scale and expand geographically. This will allow Vantiv to
    achieve its goal of becoming a global leading merchant
    acquirer, as Worldpay will add significant exposure to the
    U.K., Europe, and global ecommerce transactions.

-- The meaningful proportion of group revenues and EBITDA that
    it will generate (about 40% of pro forma EBIDA and net
    revenues as of the last 12 months ending June 30 2017).

-- The expected partial refinancing of Worldpay's debt at
    Vantiv's level, as well as expected guarantees from Vantiv,
    which S&P thinks demonstrate strong commitment from the
    group's management.

-- The expectation that the group will operate under one brand
    and, therefore, Worldpay will be closely linked to the
    group's reputation.

S&P said, "We aim to resolve the CreditWatch upon closing of the
transaction, at which point we expect to equate the rating on
Worldpay with our rating on Vantiv (BB+/Negative/--).

"We also expect to raise our issue rating on the EUR500 million
unsecured notes to the level of the combined group, as we will
consider these notes as priority liabilities within the combined
group's capital structure.

"We could affirm the ratings on Worldpay if the acquisition is
not approved."


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


* European DIY Retailers' Credit Quality to Weaken, Moody's Says
----------------------------------------------------------------
Rising costs associated with developing their own online presence
and increasing online competition will pressure prices, erode
margins and weaken the credit quality of Europe's DIY retailers
over the next 12-18 months, says Moody's Investors Service in a
report.

"DIY retailers across Europe are pouring money into transforming
their businesses to enable them to remain competitive, adapt to
changing consumer preferences and boost their online presence.
Sales volume growth is unlikely to fully offset these rising
costs, so the sector's credit quality will weaken somewhat into
2018," says Francesco Bozzano, an Analyst at Moody's.

DIY retailers will continue investing in digital platforms to
maintain their market shares as more customers move to online
shopping. At the same time, DIY retailers are increasing capital
spending on store refurbishment and are modernising their product
assortments to attract customers and create an added value
compared to the online offer. This will erode EBIT margins for
some companies, such as Hornbach Baumarkt AG (Ba1 stable) which
has high digital costs.

Kingfisher plc ((P)Baa2 stable) and Hornbach's plans to increase
their own brand ranges provide a natural hedge against online
competition as they tend to be more insulated from external price
pressures and support product differentiation vis-a-vis
competitors. Likewise, both companies' presence in higher growth
regions such as Romania and Poland will partly offset slower, low
single-digit percent sales growth elsewhere in Europe.

Ongoing high spending will push free cash flow lower or even
negative in the next 12-18 months, slowing deleveraging.
Kingfisher faces the highest decline in cash flow because of its
GBP800 million business transformation plan.

Maxeda DIY Holding B.V.'s (B2 stable) capital spending is lower
than Kingfisher and Hornbach's, relative to its revenues, but is
increasing, and its free cash flow generation remains limited.
Hornbach's capital spending also remains high, curbing free cash
flow generation.

Kingfisher and Hornbach's lower leverage and good liquidity will
help them through a period of negative free cash flow without
significant credit quality erosion. For Maxeda, a material
deviation from its planned savings of about EUR10 million could
result in a weaker credit quality.



                            *********

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.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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

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

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


                 * * * End of Transmission * * *