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

                           E U R O P E

          Tuesday, November 21, 2017, Vol. 18, No. 231


                            Headlines


C R O A T I A

ZAGREBACKA BANKA: S&P Affirms 'BB' ICR, Outlook Remains Positive


D E N M A R K

ORSTED AS: S&P Assigns 'BB+' Issuer Rating to New Hybrid Notes


G E O R G I A

TEGETA MOTORS: Fitch Assigns B- Long-Term IDR; Outlook Stable


G E R M A N Y

SIEMENS AG: Employees Stage Protests Over Job Cuts in Germany


I T A L Y

ALITALIA SPA: To Launch 2 African Routes Despite Bankruptcy
ASTALDI SPA: Moody's Puts B3 CFR on Review for Downgrade
ASTALDI SPA: S&P Cuts CCR to 'CCC+' on Weak Cash Flow Generation
BANCA CARIGE: Investors Agree to Back EUR500MM Share Sale


P O L A N D

VISTAL GDYNIA: Rehabilitation Proceedings Opened by Poland Court


R U S S I A

LEADER INVEST: S&P Assigns 'B/B' Corp Credit Ratings
OTKRITIE BANK: Violated Covenants on 2 Eurobond Issues
OTKRITIE BANK: May Be Sold in 3-4 Years, CBR Official Says


S P A I N

BANCO SANTANDER: To Pay Ex-CEO of US Subprime Auto Arm $713MM
CATALONIA: Spanish Bank Hopeful That Crisis Just Temporary
RMBS SANTANDER 4: S&P Affirms D(sf) Rating on Class C Notes


S W I T Z E R L A N D

STMICROELECTRONICS NV: Moody's Hikes CFR From Ba1; Outlook Stable


T U R K E Y

BANK ASYA: Declared Bankrupt by Istanbul Court


U N I T E D   K I N G D O M

BRIGHTHOUSE GROUP: S&P Lowers CCR to 'CCC-' on Debt Restructuring
BURNTISLAND FABRICATIONS: Rescued From Administration by SSE Deal
CARILLION PLC: Gets Selected for 2 UK School Bldg. Projects
CARILLION PLC: Current Woes Could Affect Pensioners
HALCYON LOAN 2017-2 DAC: S&P Gives Prelim B- Rating on F Notes

JUBILEE CLO 2015-XVI: S&P Gives Prelim BB(sf) Rating on E-R Notes
MITIE GROUP: UK Watchdog Launches New Probe into 2015 Financials
PENTA CLO 3: Fitch Assigns B- Rating to Class F Notes
PI UK HOLDCO II: S&P Assigns Prelim. 'B' CCR, Outlook Stable
RENOIR CDO: Moody's Hikes Rating on 2 Tranches to Caa2


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C R O A T I A
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ZAGREBACKA BANKA: S&P Affirms 'BB' ICR, Outlook Remains Positive
----------------------------------------------------------------
S&P Global Ratings said it has affirmed its 'BB' long-term issuer
credit rating on Zagrebacka banka dd. The outlook remains
positive.

S&P said, "The affirmation reflects our view that Zagrebacka's
strong franchise in Croatia and good capitalization will continue
to underpin the bank's stand-alone creditworthiness.

"Specifically, we think that Zagrebacka's long-standing presence
in its home market, focused strategy, and stable customer base
enable the bank to defend its 30% market share, even in an
increasingly competitive environment.

"Further, we anticipate that the bank's risk-adjusted capital
(RAC) ratio will remain at 7.5%-8.0% over the next 24 months,
compared to a 7.5% RAC ratio at end-2016. This is mainly on the
back of Zagrebacka's ongoing de-risking process, aimed at reducing
its stock of nonperforming assets.

"That said, we now have a more negative view of the bank's risk
profile. This is because Zagrebacka's single-name concentration--
especially toward Agrokor, a troubled counterparty--has increased
over the past few months.

Agrokor is Croatia's largest retail conglomerate, with more than
30,000 employees in the region -- approximately 2.5% of the
country's total employment -- and with an estimated contribution
to Croatia's GDP of 2.0%-2.5%. The group has been placed under
extraordinary administration in April this year, following the
outbreak of a severe liquidity crisis. The company is now under
restructuring and has agreed to a new financing deal with a group
of creditors, amounting to about EUR1,060 million, in order to
ensure the viability of the group.

"We understand that Zagrebacka is one of the major domestic
contributors to this financing. Despite the fact that we expect an
orderly wind-down of the troubled company and that related losses
will remain manageable for the domestic banking system, we think
that Zagrebacka's involvement in the new financing facility could
make the bank more vulnerable than other domestic peers to the
outcome of Agrokor's restructuring. Greater exposure to Agrokor
has increased the bank's customer loans portfolio's single-name
concentration, in our view. As of March 2017, we calculated that
the top 20 largest exposures accounted for about 1.03x the bank's
total adjusted capital.

"Finally, the positive outlook reflects our expectation that the
UniCredit Group will provide Zagrebacka with sufficient
extraordinary support to offset potential constraints to the
bank's stand-alone credit profile, if needed.

"Our positive outlook on Zagrebacka mirrors that on Croatia, as we
are unlikely to rate the bank above the sovereign. This is because
we think it is unlikely that Zagrebacka will continue to fulfil
its obligations in a timely manner in the event of a sovereign
default, given its domestic concentration.

"As such, we may raise our rating over the next 12 months,
following a similar action on the sovereign ratings. In such a
scenario, we would be able to incorporate uplift for extraordinary
support from the parent company.

"Conversely, we could consider a revision of the outlook to
stable, if we took a similar action on Croatia. We may also revise
the outlook to stable if we thought that Zagrebacka's importance
within the UniCredit Group had materially diminished."



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D E N M A R K
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ORSTED AS: S&P Assigns 'BB+' Issuer Rating to New Hybrid Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the proposed
long-dated, optionally deferrable, and subordinated hybrid notes
to be issued by Orsted A/S (BBB+/Stable/A-2).

S&P said, "We understand that Orsted A/S will use cash proceeds
from the notes to pre-finance the announced redemption of its 2013
NC5 hybrid bond callable at par for the first time on July 8,
2018, and for green-eligible projects according to the issuers'
green bond framework. The completion and size of the transaction
will be subject to market conditions, but we understand that the
issuance should be about EUR500 million. Over 2017-2019, we expect
that Orsted's hybrid capital will remain close to 15% of the
group's total adjusted capital. As we normally see 15% as the
maximum acceptable level for allowing equity content in a
company's hybrid capital, we view Orsted's room for any increase
of its hybrid capital as very limited.

"We classify the proposed notes as having intermediate equity
content until their first call date in 2024 because they meet our
criteria in terms of their subordination, permanence, and optional
deferability during this period.

"Consequently, in our calculation of Orsted A/S' credit ratios, we
will treat 50% of the principal outstanding and accrued interest
under the hybrids as equity rather than debt. We will also treat
50% of the related payments on these notes as equivalent to a
common dividend. Both treatments are in line with our hybrid
capital criteria.

"We arrive at our 'BB+' issue rating on the proposed notes by
deducting two notches from our 'BBB' stand-alone credit profile
(SACP) on Orsted A/S. We derive our rating on the hybrid
instrument from the SACP as we consider it to be less likely that
the Danish government will extend support to this instrument."

S&P determines the rating differential according to its
methodology, under which:

-- S&P deducts one notch for the subordination of the proposed
    notes, as the corporate credit rating on Orsted A/S is
    investment grade (that is, 'BBB-' or above); and

-- S&P deducts an additional notch for payment flexibility to
    reflect that the deferral of interest is optional.

S&P said, "The latter is only one notch because we consider that
there is a relatively low likelihood that Orsted A/S will defer
interest payments. Should our view of this likelihood change, we
may significantly increase the number of downward notches that we
apply to the issue ratings."

The interest to be paid on the proposed notes will increase by 25
basis points (bps) no earlier than 11 years after issuance and by
a further 75 bps 20 years after the first call date.

S&P said, "We consider the cumulative 100 bps for the notes as a
material step-up, which is currently unmitigated by any commitment
to replace the respective instruments at that time. This provides
an incentive for Orsted A/S to redeem the instruments on the 2044
call date.

"Consequently, we will no longer recognize the instrument as
having intermediate equity content after the first call date
(2024), because the remaining period until economic maturity would
be less than 20 years.

"Up until the first call date, we classify the instrument's equity
content as intermediate as long as we think that a change in that
classification would not cause Orsted A/S to call the instrument.
Orsted A/S' willingness to maintain or replace the instrument in
the event that the equity content is reclassified as minimal is
underpinned by its statement of intent."

KEY FACTORS IN S&P's ASSESSMENT OF THE INSTRUMENT'S PERMANENCE

Although the proposed notes have a final maturity date in 3017,
the issuer may redeem them for cash on the first call date in
2024, and at each interest payment date thereafter. In addition,
the notes may be purchased at any time in the open market. The
issuer intends, but is not obliged, to redeem or repurchase the
notes only to the extent that they are replaced with instruments
with equivalent equity content. In addition, the notes may be
called at any time for tax, rating, or accounting events, or if
80% or more of the notes has already been redeemed.

KEY FACTORS IN S&P'S ASSESSMENT OF THE INSTRUMENT'S DEFERABILITY

S&P said, "In our view, Orsted A/S' option to defer payment on the
proposed notes is discretionary. This means that the issuer may
elect not to pay accrued interest on an interest payment date.
Orsted A/S retains the option to defer interest throughout the
life of the notes. However, any outstanding deferred interest is
cumulative, and will ultimately be settled in cash--if, for
example, the issuer paid interest on the next interest payment
date, or it declared a dividend. We see this as a negative factor,
but this condition remains acceptable under our methodology as the
issuer can still choose to defer on the next interest payment date
after settling a previously deferred amount."

KEY FACTORS IN S&P's ASSESSMENT OF THE INSTRUMENT'S SUBORDINATION

The proposed notes (and coupons) would constitute unsecured and
subordinated obligations of the issuer. The notes rank senior only
to the issuer's ordinary shares and pari passu with parity
securities.



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TEGETA MOTORS: Fitch Assigns B- Long-Term IDR; Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned Georgian auto spare parts and
maintenance provider Tegeta Motors LLC a first-time expected Long-
Term Issuer Default Rating (IDR) of 'B-(EXP)'. The Outlook is
Stable.

Tegeta Motors' expected rating of 'B-(EXP)' is underpinned by its
leading position in the local market and significant proportion of
aftermarket-driven non-cyclical revenues. However, the rating is
limited by the group's small scale, lack of geographical
diversification, material FX risk, weak operating environment,
negative free cash flow (FCF) and weak liquidity position.

The expected rating is contingent on the successful issuance of a
medium- or long-term local currency bond of approximately GEL30
million by end-1Q18. Failure to proceed with this issuance in 1Q18
or deterioration in key banking relationships could result in a
lower final rating.

KEY RATING DRIVERS

Weak Liquidity: Refinancing needs are high due to the significant
proportion of short-term loans. GEL56 million of loans due in 4Q17
and 2018 make up 62% of total debt. Nevertheless the rating
assumes that the current credit facilities will be rolled over as
the group has good long-term relationships with its key creditors.
Tegeta Motors' planned bond issue of GEL30 million will smooth its
debt repayment profile, improve liquidity and provide funding
diversification.

Limited but Stable Business Profile: Tegeta Motors operates in the
small and fragmented market of auto spare parts and aftermarket
services in Georgia. It has a small scale compared with
international peers and limited revenue diversification. However,
this is partly offset by its strong positions in some of the
segments it covers and its relatively greater size in the local
market. In addition, it derives a large proportion of its revenue
from spare parts and aftermarket services sales, which are
typically less sensitive to economic cycles. This part of the
business contributed over half of total revenues and around three-
quarters of group earnings in FY16.

Geographic Concentration: Tegeta Motors' geographic
diversification is limited, as it is primarily focused on Georgia,
with the associated risks of operating in more volatile economic
conditions typical for emerging markets. With around 1.2 million
units (including trucks and light vehicles), the Georgian
automotive market is small. Nonetheless, management estimates that
around 12% of sales were re-exported in 2016, providing limited
exposure to other markets. The group also plans to enter Armenia
and Azerbaijan by investing via JVs with reliable partners.

Industry Structure Supports Business: The majority of cars in
Georgia are very old. Only 1.3% of cars are less than three years
old, while around 91% of cars are over 10 years old. This supports
constant demand for automotive repairs and car parts sales, which
make up the major part of Tegeta Motor's earnings.

Product Diversification: Compared with similar automotive repair
and distribution groups in larger markets, Tegeta Motors serves a
relatively diverse range of product types, for example performing
maintenance on industrial equipment and construction vehicles
alongside more traditional truck and light vehicle servicing. The
group also has a diversified mix of retail, fleet and governmental
customers.

Weak FCF: As a result of significant investment plans to expand
the group's network Fitch expect negative FCF of 2%-4% in the
coming three years. Given limited cash reserves this is likely to
be primarily debt funded, with a potential minority stake sale
raising equity in 2018. Should the expansion plan be executed in
such a way that Fitch expectations for funds from operations (FFO)
adjusted leverage exceed 4.0x on a sustained basis, Fitch could
take negative rating action.

Material FX Risk: The group has a material FX mismatch. Operating
in Georgia, all revenue is generated in Georgian lari (GEL) while
around 80% of operating costs are linked to US dollars and euros.
Almost all debt at end-2016 was denominated in foreign currencies
(mainly in USD). However, this mismatch is declining, with over
40% of debt now in local currency. The company's planned local
currency bond issuance, and intention to further refinance USD and
EUR loans with GEL-denominated debt should also help address this
exposure.

DERIVATION SUMMARY

Tegeta Motors' expected rating of 'B-(EXP)' is underpinned by its
leading market position in the local market and non-cyclical
nature of major sources of revenue and healthy profitability even
in times of crisis. However, the rating is limited by its small
scale, lack of geographical diversification, material FX risk and
weak liquidity position. The business profile is considered more
exposed to cyclicality, and operates in an industry with lower
barriers to entry than other rated Georgian corporates such as
healthcare provider JSC Medical Corporation EVEX (B+/Stable) and
incumbent telecoms provider Silknet JSC (B+/Stable).

KEY ASSUMPTIONS

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

- Revenue growth of around 20% in 2017, averaging 14% for 2018-
   2020.

- EBITDA margin remaining around 10% over 2017-2020 based on
   historical data and Fitch conservative view on profitability
   growth potential. Fitch consider that high competition in the
   market will cap the profitability near current level.

- Capex in line with the company's guidance concerning expansion
   strategy and increase of the group's network, totalling up to
   GEL90 million over 2017-2020.

- Dividends of GEL3 million per year taking into account
   existing cap established by covenants.

- Increase of share capital in FY18 by GEL12 million. The group
   plans to raise minority equity capital in order to finance its
   growth plans. Fitch assumes that should equity not be raised
   then investment capex would be reduced accordingly.

RATING SENSITIVITIES

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

- Improved geographical diversification.
- Positive FCF on a sustainable basis.
- FFO margin increasing to over 10%.
- FFO adjusted gross leverage sustainably below 2.5x (2016:
   3.4x; 2017F: 3.3x).

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

- FFO margin falling consistently below 5%.
- FFO adjusted gross leverage sustainably above 4.0x.
- Deterioration in the market environment or the company's
   market position.
- Increasing risks around further refinancing ability, including
   deterioration in key banking relationships.

LIQUIDITY

Weak Liquidity: As of 2016Y-end unrestricted cash of GEL5.4
million and available undrawn bank facilities of GEL6.4 million
were not sufficient to cover negative FCF and short-term debt of
GEL49.3 million. In 3Q17 the group refinanced some facilities, but
refinancing needs remained high due to significant short-term
loans. Total debt repayment due in 4Q17 and 2018 is GEL56 million
(62% of total outstanding).

Nevertheless, Fitch considers refinancing risk as low and Fitch
expect that facilities will be rolled over as the group has good
long-term relationships with its key creditors.

Tegeta Motor's planned GEL30 million bond issue will smooth the
group's debt repayment profile and improve liquidity.



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SIEMENS AG: Employees Stage Protests Over Job Cuts in Germany
-------------------------------------------------------------
EFE News reports that scores of employees from Germany's
industrial conglomerate Siemens staged protests outside company
properties to vent their frustrations over plans to cut thousands
of jobs, as witnessed by epa photojournalists on the ground.

Workers blew horns, whistles and brandished placards outside
Siemens headquarters in the German capital Berlin, while others
hammered on oil drums outside a steam turbine plant in the eastern
German town of Goerlitz, according to EFE News.

Siemens disclosed that it would be cutting 6,900 jobs worldwide,
with half of the losses to affect workers in Germany, the report
relays.

It said the move was in response to "the rapidly accelerating
structural changes in the fossil power generation market and the
commodity sector," the report notes.

More than 1,100 jobs were earmarked for cuts in other European
countries -- though the company did not say which ones -- while in
the United States some 1,800 jobs would be lost, the report says.

"The cuts are necessary to ensure that our expertise in power-
plant technology, generators and large electrical motors stays
competitive over the long term," human resources chief officer
Janina Kugel said, the report adds.



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ALITALIA SPA: To Launch 2 African Routes Despite Bankruptcy
-----------------------------------------------------------
airwaysmag reports that Alitalia SPA opened up reservations for
its new flights to Johannesburg (JNB) and Nairobi (NBO) despite
being in bankruptcy. The routes are planned to be launched
starting in Spring 2018, subject to government approval.

Alitalia used to serve Johannesburg until March 2001 from both
Milan and Rome. The new service to JNB is planned to be launched
on April 8, 2018, according to the report.

Likewise, Nairobi is not a new route for Alitalia. The Rome-based
carrier last served NBO in 2000 from Milan (dropped in October
2000), and from Rome operated until March 2000. The new flight to
NBO will have connections to the U.S. and is planned to be
launched on March 28, 2018, the report adds.

Both routes will be operated with Alitalia's Airbus A330-200s.

                       About Alitalia

Alitalia - Societa Aerea Italiana S.p.A., is the flag carrier of
Italy.  Alitalia operates 123 aircraft with approximately 4,200
flights weekly to 94 destinations, including 26 destinations in
Italy and 68 destinations outside of Italy.  It has a strong
global presence, flying within Europe as well as to cities across
North America, South America, Africa, Asia and the Middle East.
During 2016, the Debtor provided passenger service to
approximately 22.6 million passengers.  Its air freight business
also is substantial, having carried over 74,000 tons in 2016.
Alitalia is a member of the SkyTeam alliance, participating with
other member airlines in issuing tickets, code-share flights,
mileage programs and other similar services.

Alitalia previously navigated its way through a successful
restructuring.  After filing for bankruptcy protection in 2008,
Alitalia found additional investors, acquired rival airline Air
One, and re-emerged as Italy's leading airline in early 2009.

Alitalia was the subject of a bail-out in 2014 by means of a
significant capital injection from Etihad Airways, with goals of
achieving profitability during 2017.

After labor unions representing Alitalia workers rejected a plan
that called for job reductions and pay cuts in April 2017, and
the refusal of Etihad Airways to invest additional capital,
Alitalia filed for extraordinary administration proceedings on
May 2, 2017.

                         Chapter 15

On June 12, 2017, Alitalia filed a Chapter 15 bankruptcy petition
in Manhattan, New York, in the U.S. (Bankr. S.D.N.Y. Case No.
17-11618) to seek recognition of the Italian insolvency
proceedings and protect its assets from legal action or creditor
collection efforts in the U.S.  The Hon. Sean H. Lane is the case
judge in the U.S. case.  Dr. Luigi Gubitosi, Prof. Enrico Laghi,
and Prof. Stefano Paleari are the foreign representatives
authorized to sign the Chapter 15 petition.  Madlyn Gleich
Primoff, Esq., Freshfields Bruckhaus Deringer US LLP, is the U.S.
counsel to the Foreign Representatives.


ASTALDI SPA: Moody's Puts B3 CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
B3 corporate family rating (CFR), the B3 senior unsecured
instrument ratings and the B3-PD probability of default rating
(PDR) of Astaldi S.p.A.

Moody's expects to conclude its review during the typical 90 days
period of such process.

RATINGS RATIONALE

"The review for downgrade will focus on the execution and
effectiveness of Astaldi's contemplated EUR400 million program,
containing a capital increase and new financial instruments to
strengthen its financial situation, and the request for a waiver
on the covenants on its EUR500 million revolving credit facility
(RCF). The review process will also focus on the company's
deteriorated liquidity situation, as evidenced by an unexpected
working capital expansion of around EUR200 million at year-end
2017 guided by the company", says Goetz Grossmann, Moody's lead
analyst for Astaldi. "Moreover, considering the group's revised
weaker cash flow and higher net debt guidance for the full year
2017, Moody's expect Astaldi's leverage to remain outside of
Moody's guidance for a B3 rating, at least by December 2017."

On November 14, 2017, Astaldi announced to write down around
EUR230 million of its receivables in Venezuela (Caa3 negative) and
increased its guidance for working capital - before the effect of
the Venezuelan assets write-down - to EUR900-1,000 million at the
end of December 2017, compared to previously "below EUR800
million" and raised its net debt guidance for year-end 2017 to
approximately EUR1.15 billion, from previously approximately
EUR1.0 billion. Both will likely trigger a breach under the
existing covenants of the EUR500 million RCF, unless the company
obtains a waiver from its banks. Furthermore, Astaldi announced to
prepare a EUR400 million program to strengthen the company's
financial situation, including a EUR200 million equity capital
increase and a EUR200 million issue of new financial instruments.
The Extraordinary Shareholders' Meeting asked to approve the
operation at the next meeting of the Board of Directors (BoD) at a
date subsequent to closure of fiscal year 2017. Astaldi's majority
shareholder has expressed its support for the operation.

The review will focus on the deteriorated liquidity situation and
the ability to receive a waiver from the banks, which has already
been requested. Moody's notes that a covenant breach would
constitute an event of default according to the company's facility
agreement. Whilst Astaldi successfully agreed a re-set of
financial covenants with its banks in July 2016, Moody's considers
execution risks to obtain another waiver as considerable.
Astaldi's weak liquidity also remains constrained by the ongoing
inability to improve its working capital and, hence, free cash
flow generation.

Moody's review will also focus on the execution risks and
effectiveness of the EUR400 million financial program, which is
currently uncertain. Moody's understands that there is currently
no underwriting on the transaction in place, leaving execution
risks still very high, which is also illustrated by the
substantial drop in Astaldi's share price by around 60% to EUR2.34
since the end of October (EUR5.95). Moreover, the drop in market
capitalization to currently around EUR230 million indicates a
substantial dilution of existing shareholders if they were not to
participate in the equity capital increase. The review also
includes an assessment of the effectiveness of the program, given
that the capital increase of approx. EUR200 million compares to a
Venezuelan impairment impact on equity of approx. EUR150 million
(thus more than compensating the effect on the equity-related
financial covenant) and the unexpected working capital expansion
(thus compensating the effect on the net leverage related
covenant) at year-end 2017. More generally, the review will also
focus on the company's ability to generate positive free cash
flow.

Astaldi's financial leverage has been very high. At the end of
June 2017, gross debt/EBITDA (Moody's adjusted) amounted to 9.0x
and is expected to remain around the same level at the end of
September. Even considering some debt reduction of around EUR200
million in Q4 2017, in line with the company's revised guidance,
rating agency expects that Astaldi's leverage will remain above
its expectation for a B3 rating (e.g. Moody's adjusted gross
debt/EBITDA below 7.5x) at year-end 2017. The review therefore
also focuses on Astaldi's ability to de-lever into the expected
range for the existing rating level.

WHAT COULD CHANGE THE RATING UP / DOWN

Prior to the review process, Moody's said that the B3 ratings
could be downgraded in the event of (1) debt/EBITDA (as adjusted
by Moody's) exceeding 7.5x; (2) interest coverage measured as
EBIT/ interest expense (as adjusted by Moody's) failing to remain
above 1.0x; or (3) the inability to generate positive free cash
flows (as adjusted by Moody's) net of investments in and disposals
of concessions. Also, a further weakening of the company's
liquidity profile could result in a downgrade.

In light of the review process, an upgrade is highly unlikely.
However, the B3 ratings could be upgraded in the event of (1)
sustainable and meaningful improvement in operating margins and
cash generation, with particular regard to the generation of
sustainable positive free cash flows; (2) improved leverage, as
evidenced by a debt/EBITDA ratio (as adjusted by Moody's) falling
below 6.0x on a sustainable basis; (3) interest coverage measured
as EBIT/ interest expense (as adjusted by Moody's) exceeding 1.5x,
and (4) improvements in the liquidity profile to adequate levels.

The principal methodology used in these ratings was Construction
Industry published in March 2017.

Headquartered in Rome, Italy, Astaldi S.p.A. provides general
contracting, construction and procurement services with
consolidated construction revenue of EUR2.9 billion in 2016.
Projects include highways, railways, bridges, tunnels, subways,
airports, commercial and civil buildings, mining and industrial
facilities. Astaldi is the second largest construction company in
Italy by revenue and has developed an international presence for a
long time. The company also holds a portfolio of minority stakes
in concessions, which are not consolidated and will be further
developed and partly monetized in the next three years.
Established in 1926 and listed since 2002, the majority of the
company's capital stock is owned by the Astaldi family.


ASTALDI SPA: S&P Cuts CCR to 'CCC+' on Weak Cash Flow Generation
----------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating
on Italy-based civil engineering and construction company Astaldi
SpA to 'CCC+' from 'B-'. The outlook is negative.

S&P said, "At the same time, we lowered our issue rating on
Astaldi's EUR750 million senior unsecured notes to 'CCC+' from 'B-
', in line with the long-term corporate credit rating. The
recovery rating on this debt remains unchanged at '4', indicating
our expectation of average recovery prospects (30%-50%; rounded
estimate 35%) in the event of a payment default.

"The downgrade reflects our view that Astaldi's operating cash
flow generation has further weakened during the third quarter of
2017, and is below our previous expectations. This mainly reflects
the slow collection of trade receivables. As result, we now
anticipate a working capital cash outflow of about EUR250 million-
EUR300 million in 2017, against our previous expectation of a
stable position. Furthermore, Astaldi wrote off EUR230 million of
its EUR430 million working capital exposure to Venezuela. This
will likely cause Astaldi to breach its financial covenant at the
next test date at end-2017, unless it obtains waivers from the
financing banks. Mitigating our concerns, we understand that the
company has already received the waiver from some of them."

Astaldi's liquidity profile remains unchanged at less than
adequate due to weak free cash flow generation and significant
reliance on short-term debt. As of Sept. 30, 2017, at around 0.9x,
Astaldi's liquidity sources over uses deteriorated compared with
June 30, 2017. Most of the worsening during the third quarter
reflects higher utilization of committed lines to absorb the
deteriorating working capital balance. As such, the company's
liquidity position remains vulnerable to funding conditions and
banks' willingness to roll over short-term lines, as well as to
potential delays in cash collection or any unexpected cash
outflows relating to current projects. In S&P's base-case
scenario, it does not anticipate any significant restoration of
working capital during the fourth quarter of 2017, compared with
end-September 2017.

S&P said, "At the same time, Astaldi announced that it plans to
raise EUR200 million of share capital in the first part of 2018 to
strengthen its financial position. We understand that the Astaldi
family, the company's majority owner, is willing to subscribe its
share of it. However, as the company has not yet approved the
capital increase, there is no formal underwriting for it so far.
In our view, if successfully completed, the capital increase would
be a key step in the company's 2018 refinancing plan--which also
comprises the refinancing of its EUR500 million revolving credit
facility (RCF) maturing in 2019 and the EUR750 million bond
maturing in 2020--and would meaningfully lessen the current
vulnerability of Astaldi's creditworthiness. However, we see
significant execution risk on the capital increase, if Astaldi's
current low market capitalization does not recover, and, as such,
we are not incorporating the increase in our base-case scenario.

"Astaldi's capital structure remains highly leveraged. This is due
to weak free operating cash flow generation in 2016-2017 and
still-high gross debt, to which we also include the drawn
factoring lines. We forecast adjusted debt to EBITDA of between 6x
and 7x and funds from operations (FFO) to debt of about 6%-7% in
2017-2018, when excluding the effect of the write-off of working
capital exposure to Venezuela, which will significantly impair our
2017 adjusted EBITDA.

"The negative outlook reflects our view that we may lower the
ratings in the next few quarters if Astaldi does not obtain
waivers on the covenants and if it is not able to complete its
capital increase.

"In our view, Astaldi would face a material deficit of liquidity
sources over uses and may be unable to meet its financial
obligation in next few quarters, if the company is unable to
obtain waivers from its financing banks for its next test date at
end-2017, or if it is not able to successfully complete its
capital increase in early 2018, absent any other significant
positive development. This is because, in such a case, banks may
become reluctant to renew the company's short-term credit lines.
This would led us to lower the ratings by one or more notches.

"We could revised the outlook to stable if the company is able to
renegotiate its financial covenants with the banks, and if it is
able to complete its EUR200 million capital increase. Any tangible
evidence of the company's ability to improve the collection of
trade receivables so that working capital reverses the negative
path that we observed in 2016-2017 would provide rating upside.

"Our base-case scenario does not incorporate the potential
issuance of a EUR200 million financial instrument that Astaldi
announced to the market, due to lack of visibility on its terms
and conditions. If successfully completed, such issue may enhance
the company's liquidity profile and potentially provide support to
a positive rating action."


BANCA CARIGE: Investors Agree to Back EUR500MM Share Sale
---------------------------------------------------------
Bloomberg News reports that Banca Carige SpA reached an agreement
with a group of banks to underwrite a share sale of about
EUR500 million (US$590 million) after key investors pledged their
support, allowing the lender to proceed with its restructuring
plan.

Malacalza Investimenti, Carige's main investor, agreed to buy 17.6
percent of the stock, while the second-biggest shareholder
Gabriele Volpi agreed to oversubscribe to the offer, increasing
his stake to 9.9 percent from 6 percent, the Genoa-based lender
said in a statement on November 18, Bloomberg relates. Credit
Suisse Group AG, Deutsche Bank AG and Barclays Plc will underwrite
unsold shares, acting as global coordinators and joint
bookrunners, Bloomberg says.

According to Bloomberg, the European Central Bank has given Carige
until the end of the year to bolster its finances under a three-
step plan that includes offloading assets and the conversion of
subordinated notes. The first step, a debt swap was completed last
month. Failure to complete any part of the program would call into
question the future of the bank, which is saddled with heavy
losses on bad loans, Bloomberg states.

Carige roiled Italian financial stocks on November 16 when it
called a meeting of directors, saying it did not yet have
underwriters in place for the capital increase, the report says.
Trading of shares was halted in Milan and the stock remained
suspended on November 17.  According to the report, the lender's
troubles reignited concerns that some Italian lenders remain at
risk even after high-profile clean-ups and the recent rescue of
Banca Monte dei Paschi di Siena SpA and two lenders in the Veneto
region.

Shares of another struggling bank, Credito Valtellinese SpA, also
remained suspended in Milan on November 17 after declining 19
percent on November 16, Bloomberg notes.

Bloomberg says Carige will offer current shareholders about EUR500
million of new shares, while another EUR60 million of new stock
will be offered to subordinated bondholders involved in the debt
swap. The bank will sell new shares at 1 cent per share and offer
60 new shares for every one held. Carige's investors can buy stock
from November 22, and the rights will trade from November 22 to
Dec. 6, Bloomberg relates.

Carige also announced it entered exclusive talks with Credito
Fondiario SpA for the sale of EUR1.2 billion of non-performing
loans and its loan-management unit, adds Bloomberg.

                        About Banca Carige

Banca Carige SpA Cassa di Risparmio di Genova e Imperia is an
Italy-based company engaged in the financial sector.  It offers
banking, finance, pension fund and insurance services.  The
Company also operates in the fields of insurance, supplementary
pension schemes and assurances.

As reported in the Troubled Company Reporter-Europe on Oct. 11,
2017, Fitch Ratings downgraded Banca Carige's Viability Rating
(VR) to 'c' from 'cc' and maintained the bank's 'B-' Long-Term
Issuer Default Rating (IDR) on Rating Watch Negative (RWN).

The downgrade of the VR reflects Fitch's view that failure of the
bank under Fitch's definitions is inevitable because the proposed
conversion of subordinated debt would be considered a distressed
debt exchange (DDE) under Fitch criterias. The subordinated debt
conversion will represent a DDE because it will result in a
material reduction in terms and Fitch believes them to be
necessary to avoid resolution or liquidation.

Following a change in senior management this year, Carige
recently approved a revised restructuring plan. This includes
capital strengthening initiatives consisting of an offer to
bondholders to convert, at a discount, EUR510 million
subordinated and junior notes into newly issued senior debt, a
EUR560 million capital increase (of which EUR60 million in the
form of a debt-to-equity swap offered to the converted
subordinated and junior bondholders) and the gains from the sale
of certain assets and activities identified by management as non-
core.



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


VISTAL GDYNIA: Rehabilitation Proceedings Opened by Poland Court
----------------------------------------------------------------
Robert Kiewlicz of trojmiasto.pl reports that the court has
decided to open a sanctioning procedure in Vistal Gdynia S.A. This
means that the company has secured protection against creditors
for up to 12 months from the date of opening the proceedings.
During this time, the restructuring plan will be implemented and
all executions will be suspended, the report notes.

At the same time, the judge appointed a judge-in-chief of the
District Court of Gdansk, North in Gdansk, Jacek Werengowski, and
took over the management of the debtor. He appointed Slawomir
Bohdziewicz as restructuring advisor, according to the report.

trojmiasto.pl recounts that in October 2017, Vistal Gdynia filed a
bankruptcy petition in Gdansk, Poland. In November 2017, Vistal
signed an agreement concerning the sale of real estate belonging
to the subsidiary, Vistal Stocznia Remontowa, to the Gdynia Port
Authority. The real estate is located at ul. Czechoslovak 3 in
Gdynia at the Hungarian Quay. The PLN39.5 million sale contract is
expected to be completed by January 31, 2018.

The rehabilitation proceeding aims at improving the economic
situation of the company and restoring its ability to perform its
obligations while protecting against the execution, trojmiasto.pl
relates. During sanctioning proceedings, all executions are
stopped, the report adds. The effect of the sanction is to
conclude an arrangement with creditors.

trojmiasto.pl adds that the company also undertook actions aimed
at centralizing purchases of metallurgical materials by the
purchasing department of Vistal Gdynia SA. This will allow for
uniform purchasing procedures and standardization of the
assortment. Vistal also plans to diversify its production,
according to the report. The Company pursues a strategy of
increasing its activity in the segment of port and road
infrastructure construction and the construction and construction
of ship components. The company also conducts analyzes on
employment restructuring, including job cuts.

Founded in 1991 and based in Gdynia, Poland, Vistal Gdynia S.A.
produces steel structures for the civil, energy, shipbuilding, and
off-shore industries in Poland and internationally. The company
operates as a general contractor of bridges; manufactures steel
constructions and steel bridge structures; and builds
telecommunication towers, cranes, road acoustic screens,
production or sport halls, industrial constructions, and other
structures.



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


LEADER INVEST: S&P Assigns 'B/B' Corp Credit Ratings
----------------------------------------------------
S&P Global Ratings assigned its 'B/B' long- and short-term
corporate credit ratings to Russia-based property developer Leader
Invest JSC (Leader). The outlook is negative.

Leader is a midsize Russian residential developer with estimated
revenues of more than RUB10 billion (US$180 million) in 2017,
fully concentrated on Russia's largest city, Moscow. The company
currently has a project portfolio with gross building area of 1.3
million square meters under planning and construction, with a
potential increase to 3 million square meters (sqm) in case of
additional land plot transfers from the parent company. S&P
estimates that Leader will sell about 40,000 sqm of net selling
area and complete about 45,000 sqm of gross building area in 2017.
Leader launched its first residential development projects in 2014
and the number of active projects on sale has now increased to 27.
Still, Leader's track record is rather short: Since the start of
its operations as a developer, it has completed buildings with net
selling space of less than 100,000 sqm.

S&P said, "We believe Leader's business is exposed to high country
risk associated with operating in Russia, and the moderately high
industry risk of the real estate development industry. Russia's
macroeconomic environment remains weak, in our view, with still-
falling real disposable incomes and consequently sluggish demand
for residential real estate. Although there is a structural demand
for new homes in Russia, demand remains highly correlated with GDP
growth. We project Russia's GDP will increase by 1.8% in 2017 -- a
slight rebound compared with the 0.2% decline in 2016 and 2.8%
decline in 2015."

The Moscow city residential market, within the boundaries of the
city ring road, remains one of the most attractive markets in the
country and attracts affluent buyers from all over the country. At
the same time, over the past several years, the Moscow residential
real estate market has suffered from oversupply because of
abundant new supply coming from the redevelopment of industrial
zones. Moreover, the city's government has launched a program to
demolish old mid-rise apartment blocks and replace them with new
high-rise ones, which might exacerbate oversupply in the medium
term.

At the same time, a positive trend supporting demand is increasing
mortgage affordability. On the back of a marked slowdown in
inflation and a decline in key policy rates, mortgage interest
rates also declined to pre-crisis levels. Another positive trend
in the Moscow market was the shift from the secondary to the
primary market, supporting sales of residential developers. Real
estate developers acknowledged the new pricing reality faster,
while individual sellers in the secondary market were more
reluctant to adjust their prices as they were still fixed on
dollar-denominated prices, which suffered a 50% decline due to 50%
ruble devaluation in 2014-2015.

Leader benefits from its position as a subsidiary of Russian large
investment holding Sistema (BB-/Watch Neg/--), owner of Russian
large mobile and fixed-line telecom operators. Sistema provided
Leader with 42 land plots of former automatic telephone exchange
buildings in established residential areas across numerous
districts of Moscow city. Moreover, Sistema provided Leader with
two larger land plots to be developed as master plan development
projects and additional large land plot are expected to be
provided in the next two to three years. S&P said, "In our
opinion, rating strengths also include Leader's access to better
subcontractors and economies of scale when purchasing
advertisements due to Leader's position as part of Sistema. We
factor in ongoing support in our stand-alone assessment of Leader,
but we do not give any notches of support for extraordinary
support from Sistema, as we consider Leader to be a nonstrategic
subsidiary of Sistema due to its small share in Sistema's
portfolio according to our criteria."

Leader's business risk profile is strengthened by its sound market
positioning in the niche area of mid-rise upscale apartment blocks
in established residential areas. Its attractive product offering
of such apartments helps to differentiate the company from its
competitors, which target the mass market. Its product positioning
shields the company somewhat from overall oversupply. Leader's
customer base is focused on the benefits of existing residential
areas and a shorter construction cycle. Leader boasts one of the
highest profitability levels in the Russian residential
development industry, with an EBITDA margin of more than 30%.
Leader is a pure developer whose close peers' margins are in the
range of 10%-15%, while margins of vertically integrated peers who
mostly use their own construction companies, such as Etalon
LenSpetsSMU JSC, are in the range 20%-25%. Higher price points and
already existing social and engineering infrastructure reduce
costs and support the company's margins. Similar to other Russian
residential developers, Leader enjoys a high level of pre-sales of
apartments before building is completed.

S&P said, "Our view of Leader's financial risk profile reflects
our base-case expectation of moderate leverage ratios, with gross
debt to EBITDA below 3x in 2017-2018 and EBITDA interest coverage
of more than 3x in 2017-2018. At the same time, we also take into
account the company's looser financial policy of maintaining net
debt to operating income before depreciation and amortization of
less than 3x, which allows for some debt growth in case of
opportunistic land acquisitions.

"In addition, the inherent volatility of cash flows, arising from
a long operating cycle, weigh on Leader's financial risk profile,
in our view. We take into account the multiyear volatility of
working capital, which is specific to developers and homebuilders,
due to the capital-intensive business and length of projects.

"We view Leader's capital structure as negative because the
average debt maturity is less than two years and we expect the
company's liquidity to remain less than adequate, with liquidity
sources being slightly smaller than liquidity uses. We understand
that Leader is planning to extend its debt maturity to materially
more than two years though bond issuance. We also understand that
the short average debt maturity is currently partially offset by
the short construction time of its stand-alone midsize buildings
in established residential areas."

Leader's public disclosure is somewhat limited owing to its
private ownership, but its financials are audited by Deloitte with
a clean opinion. S&P also understands that Leader started
implementing IFRS 15 in its financials in 2017. This should help
to reduce the time gap between cash flow and earnings reporting
through recognition of revenue by stages of building completion.

S&P said, "Regarding revenue and profitability metrics, we
forecast revenue growth of 40% in 2017 and 30% in 2018, based on
percentage of completion and reflecting Leader's expanding scale
and growing number of projects. We base our estimates on Leader's
planned development and completion schedule and unsold stock as
well as our view that selling prices will rise marginally over
2017-2018. We forecast a slightly lower EBITDA margin of 31%-32%
in 2017-2018, assuming that the company's product mix becomes less
profitable due to a higher share of costs related to development
of social infrastructure with the launch of master plan
development projects.

"We estimate that Leader will generate marginally negative free
operating cash flow in 2017-2018 due to a large amount of work-in-
progress in the development pipeline.

"The negative outlook on Leader reflects our view that we could
lower the rating, depending on the outcome of Sistema's litigation
with Rosneft and its indirect impact on Leader.

"We could revise the outlook to stable if Sistema's litigation is
resolved with only moderately negative implications for Sistema's
credit metrics and if Sistema restores a solid liquidity profile.
Further rating upside would depend on the company's progress in
lengthening its debt maturity profile.

"We could lower the rating on Leader if we downgraded Sistema by
more than two notches, which could result from any material
pressure on Sistema's liquidity or financial risk profile.
Additionally, rating pressure could rise if the company's external
financial flexibility deteriorated and its overall liquidity
management became more aggressive. We might also consider a
downgrade if a significant decline in cash collection (because of
lower demand for new apartments), combined with still-large cash
outflows for new developments, placed pressure on the company's
debt metrics and operating performance."


OTKRITIE BANK: Violated Covenants on 2 Eurobond Issues
------------------------------------------------------
Interfax reports that Bank Otkrytka (Otkritie Bank) violated the
covenants for two issues of Eurobonds with a total volume of $900
million with maturity in 2018 and 2019 and did not pay the $500
million coupon on subordinated bonds, according to reports on the
London and Irish stock exchanges.

Specifically, the issue of Eurobonds is for $400 million
(XS1503160571) and the issue of $500 million (XS0923110232),
Interfax relays.

In particular, Interfax notes, the bank failed to fulfill its
obligation to comply with the minimum requirements of the Central
Bank for capital adequacy. As of October 1, the negative capital
of the bank was RUB189 billion. The reports indicate that the
violation of covenants is temporary: the adequacy of the capital
of the "Discovery" will be restored after the completion of the
process of capitalization. The issuer confirmed its intention to
continue to fulfill its obligations under the loan agreement.

At the same time, the bank said that it did not pay the coupon on
the issue of subordinated Eurobonds for $500 million with maturity
in April 2010, Interfax relates. The date of coupon payment was
set on October 26. Representatives of the "Discovery" have
previously noted that according to the law, interest on
subordinated instruments is not paid if the capital adequacy ratio
falls below a certain level.

In late August 2017, the Central Bank of the Russian Federation
(CBR) announced the implementation of measures to improve the
financial stability of Bank Otkritie Financial Corporation through
the Fund for the Consolidation of the Banking Sector. The interim
administration to the bank was appointed from August 29, 2017 for
a period of 6 months. The regulator in September approved a plan
of its participation in the implementation of measures to prevent
the bankruptcy of the bank "Otkrytie", providing for
capitalization and providing the bank with funds to maintain
liquidity. According to the Central Bank, the financial recovery
of the "Otkrytie" group will require about RUB450 billion.

Otkritie is one of Russia's largest private listed banks.


OTKRITIE BANK: May Be Sold in 3-4 Years, CBR Official Says
----------------------------------------------------------
Tass.com reports that Otkritie Bank and B&N Bank, which are
currently undergoing financial recovery procedures, will be ready
to be sold in three or four years, according to Central Bank of
Russia's Deputy Chairman Vasily Pozdyshev.

It remains to be seen though if the market is ready for it, Mr.
Pozdyshev said, according to Tass.com.

Tass.com notes that the temporary administration for Otkritie Bank
(8th biggest bank in terms of assets) started on August 30, 2017.
Since then the Central Bank of Russia has been participating in
the bank's capital as a majority investor, providing financial
support to it at the expense of the banking sector consolidation
fund set up in summer. Tass.com adds that B&N Bank (12th biggest
bank in terms of assets) applied to consider a financial recovery
procedure through the Fund for the Consolidation of the Banking
Sector in September 2017.  On September 21, the Central Bank
announced measures to bail out B&N Bank.

Central Bank of Russia Chief Elvira Nabiullina said earlier that a
public offering of shares on the exchange is the most probable
option of B&N Bank and Otkritie Bank sale, adding that the
regulator intends to make those assets interesting for mass
investors, Tass.com cites.



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


BANCO SANTANDER: To Pay Ex-CEO of US Subprime Auto Arm $713MM
-------------------------------------------------------------
Ben McLannahan at The Financial Times reports that Banco Santander
SA has closed another chapter in the troubled history of its
subprime auto-lending arm in the US, agreeing to pay its former
chief executive more than $700 million in an exit deal over two
years in the making.

In a regulatory filing on November 17, the Madrid-based bank said
that it had come to an agreement with Thomas Dundon, who left
Santander Consumer in July 2015 at a time of heightened tensions
with regulators, the FT relates. Back then, the bank said it would
pay him almost a billion dollars in severance and in compensation
for his near-10 per cent stake in the Dallas-based subsidiary, the
FT says.

According to the FT, the bank has now agreed a slightly smaller
exit package with Mr. Dundon, 46, who founded the company in 1995.
He receives $942 million for his stock and $66 million in
severance, down $50 million from the original deal.

The FT says Mr. Dundon, in turn, has agreed to repay a $290
million loan to the company, plus interest of $5 million, bringing
his net proceeds to $713 million, before taxes.

A spokesperson declined to comment on the reasons for the delay in
finalising the terms of Mr. Dundon's payout, or the $50 million
reduction from the original deal, the FT notes. She noted that the
former chief executive and chairman had agreed to extend a
commitment not to compete with, or hire anyone from, Santander
Consumer until 2019.

The FT says governance glitches in the US have long been a
headache for Ana Botin, executive chairman of Santander, who vowed
to get a better grip on the entire North American business after
taking over the top job at Spain's biggest bank from her late
father in 2014.

In June last year, Santander Consumer's parent, Santander Holdings
USA, set an unenviable record by becoming the first bank to fail
the stress test carried out by the Federal Reserve for a third
year in a row, the FT recalls.

The report relates that the following month, Santander Consumer
shocked investors by saying it needed more time to sit down with
current and former auditors before filing second-quarter figures.
It eventually delivered them in September last year, while
admitting a number of errors in more than three years of
accounts.

So far this year, however, relations with regulators appear to be
on the mend. In June this year, Santander passed its stress test
and in August, the Fed lifted an order banning the US holding
company, or its subsidiaries, from paying dividends, the report
notes.

That banning order, imposed in September 2014, came after
Santander Consumer paid its US parent a dividend that violated
restrictions put on the bank following its first failed stress
test six months earlier, according to the report.

The FT adds that Scott Powell, chief executive of the US holding
company and also Santander Consumer, said that the return to
regular levels of supervision felt like a "turning point" for the
bank, underscoring the "key improvements we've made to strengthen
our capital position, risk management and governance".

New York-listed shares in Santander Consumer closed on
November 17 at $16.32, up about one-fifth this year but still well
short of the $24 at the initial public offering in January 2014,
the FT discloses. In his settlement, Mr. Dundon was paid $26.17
per share, which was the average price during a 10-day window
before his departure, the report notes.

Madrid-based Banco Santander, S.A. provides various retail and
commercial banking products and services for individual and
corporate clients.


CATALONIA: Spanish Bank Hopeful That Crisis Just Temporary
----------------------------------------------------------
EFE News reports that the political crisis in the northeastern
Spanish region of Catalonia may amount to nothing more than a
temporary shock to the Catalan and Spanish economies, while
regional parliamentary elections in December can help stabilize
the situation, the chief executive officer of Spain's fourth-
biggest lender said.

"I want to believe it's going to be a temporary shock.  And once
elections have been held, the electoral results will lead to some
type of solution that stabilizes the situation," Banco Sabadell
Chief Executive Officer Jaime Guardiola said at a press conference
in Mexico City, according to EFE News.

During the unveiling of a plan to offer fully online personal
banking in Mexico, Mr. Guardiola said he was hopeful that after
the Dec. 21 elections, a kind of stability is achieved that
ensures there is no lasting "structural effect," the report notes.

Catalan authorities on Oct. 27 unilaterally declared independence
from Spain, a move that came less than a month after they had
organized an illegal independence referendum, the report relays.

The report discloses that Spain's central government responded by
invoking Article 155 of the constitution and rescinding
Catalonia's regional autonomy.

Prime Minister Mariano Rajoy dismissed Catalan President Carles
Puigdemont and his Cabinet, dissolved the Catalan Parliament, and
called regional elections for Dec. 21, the report says.

Mr. Puigdemont, who faces various charges related to the
secessionist campaign, is now in Belgium while awaiting a judge's
decision on whether or not to extradite him to Spain, the report
relays.

The report notes that Mr. Guardiola also referred to the bank's
decision to move its legal headquarters from Barcelona to the
southeastern Spanish city of Alicante to "protect the interests of
our customers, shareholders and employees" amid the political
turmoil in Catalonia.

The transition process was seamless and normality was restored
almost immediately, he said, adding that the change in legal
domicile was not a short-term decision, the report relays.

Referring to the economic impact of the independence crisis in
Catalonia, Mr. Guardiola said it would be minimal in 2017 both
regionally and nationally, the report discloses.

For 2018, he predicted a 0.3-percentage-point drop in the Spanish
growth forecast -- from 2.8 percent to 2.5 percent, the report
adds.


RMBS SANTANDER 4: S&P Affirms D(sf) Rating on Class C Notes
-----------------------------------------------------------
S&P Global Ratings ffirmed its credit ratings on Fondo de
Titulizacion, RMBS Santander 4's class A, B, and C notes.

S&P said, "The affirmations follow our credit and cash flow
analysis of the most recent transaction information that we have
received as of the September 2017 investor report. Our analysis
reflects the application of our European residential loans
criteria, our structured finance ratings above the sovereign (RAS)
criteria, and our current counterparty criteria."

Subordination and the reserve fund provide credit enhancement to
the rated notes, which rank senior to the junior notes. As with
other Spanish residential mortgage-backed securities (RMBS)
transactions, interest and principal (and the reserve fund) are
combined into a single priority of payments. The notes amortize
sequentially, with no trigger for pro rata amortization. Under the
transaction documents, interest payments on the class B notes can
rank junior in the waterfall priority of payments, based on
cumulative default thresholds. Under the transaction documents,
such a change in the waterfall priority of payments would not
constitute an event of default.

The transaction is exposed to counterparty risk through Banco
Santander S.A., as guaranteed investment contract (GIC) account
provider. We classify this role as bank account (limited) under
our current counterparty criteria. The documented minimum required
rating and remedial actions mitigate the counterparty risk
exposure in the transaction and the maximum potential rating is
'A+', in accordance with our current counterparty criteria.

Available credit enhancement for the class A and B notes has
increased since closing (see "Ratings Assigned To Spanish RMBS
Transaction Fondo de Titulizacion, RMBS Santander 4's Class A To C
Notes," published on July 3, 2015). This is due to the
amortization of the class A notes and the increase in relative
protection provided by the cash reserve.

  Class        Available credit
         enhancement, excluding
            defaulted loans (%)
  A                        29.6
  B                         5.4

The reserve fund, which was fully funded at closing from the
proceeds of the issuance of class C notes, is not at its target
level since it has been used to provision for defaults. Currently,
it represents 5.4% of the outstanding notes' balance.

S&P said, "Severe delinquencies of more than 90 days, excluding
defaults, are 1.60%, which is below our Spanish RMBS index (see
"Spanish RMBS Index Report Q2 2017," published on Sept. 12, 2017).
Mortgage loans in arrears for more than 18 months are classified
as defaulted in this transaction, and, consequently, artificially
written off. Cumulative defaults are limited to 0.80% of the
closing balance. Prepayment levels remain low and the transaction
is unlikely to pay down significantly in the near term, in our
opinion.

"Our credit and cash flow analysis indicates that the class A
notes have sufficient credit enhancement to withstand the stresses
commensurate with a 'AAA' rating, excluding the support from the
swap, under our European residential loans criteria.

"Our RAS criteria designate the country risk sensitivity for RMBS
as moderate. Our credit and cash flow analysis indicates that the
class A notes have sufficient credit enhancement to withstand our
stresses at the 'AA+' level. However, our counterparty criteria
cap the rating on class A notes at 'A+ (sf)'. We have therefore
affirmed our 'A+ (sf)' rating on the class A notes.

"Our cash flow analysis at the 'B' rating level shows that the
class B notes would experience ultimate principal losses, despite
the increase in credit enhancement since closing. The class B
notes is currently vulnerable to nonpayment, and is dependent upon
favorable business, financial, and economic conditions to meet its
obligations. In the event of adverse business, financial, or
economic conditions, the obligor is not likely to have the
capacity to meet its financial commitment on the obligation.
Therefore, in line with our criteria and emphasizing the
importance of ultimate principal loss, we have affirmed our 'CCC
(sf)' rating on the class B notes (see "Criteria For Assigning
'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," published on Oct. 1,
2012).

"Our ratings in RMBS Santander 4 address the timely payment of
interest and principal during the transaction's life. The class C
notes is not currently paying timely interest. Therefore, we have
affirmed our 'D (sf)' rating on the class C notes in line with our
criteria (see "Timeliness Of Payments: Grace Periods, Guarantees,
And Use Of 'D' And 'SD' Ratings," published on Oct. 24, 2013).

"We also consider credit stability in our analysis (see
"Methodology: Credit Stability Criteria," published on May 3,
2010). To reflect moderate stress conditions, we adjusted our
weighted-average foreclosure frequency (WAFF) assumptions by
assuming additional arrears of 8% for one- and three-year
horizons. This did not result in our rating deteriorating below
the maximum projected deterioration that we would associate with
each relevant rating level, as outlined in our credit stability
criteria.

"In our opinion, the outlook for the Spanish residential mortgage
and real estate market is not benign and we have therefore
increased our expected 'B' foreclosure frequency assumption to
3.33% from 2.00%, when we apply our European residential loans
criteria, to reflect this view (see "Outlook Assumptions For The
Spanish Residential Mortgage Market," published on June 24, 2016).
We base these assumptions on our expectation of modest economic
growth and continuing high unemployment."

RMBS Santander 4 is a Spanish RMBS transaction, which closed in
July 2015. The collateral comprises Spanish residential mortgage
loans, which Banco Santander and Banco Espa§ol de CrÇdito
(Banesto) originated.

  RATINGS LIST

  Class              Rating

  Fondo de Titulizacion, RMBS Santander 4
  EUR3.098 Billion Residential Mortgage-Backed Floating-Rate Notes

  Ratings Affirmed

  A                  A+ (sf)
  B                  CCC (sf)
  C                  D (sf)



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


STMICROELECTRONICS NV: Moody's Hikes CFR From Ba1; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba1 the rating
of STMicroelectronics N.V. (ST) and converted the company's Ba1
corporate family rating (CFR) into a Baa3 long-term issuer rating,
in line with the rating agency's practice for non-financial
corporates with investment-grade ratings. At the same time,
Moody's withdrew the Ba1 CFR and Ba1-PD probability of default
rating (PDR).

The outlook on the rating was changed to stable from positive.

RATINGS RATIONALE

Moody's has upgraded the rating to Baa3 as the trajectory of
rapid, double-digit revenue growth established since Q2 2016 is
likely to continue well into 2018 thereby further strengthening
the financial profile. Moody's anticipates that key financial
metrics by fiscal year end (FYE) 2017 will be commensurate with a
Baa3 rating: double-digit operating margins (11.5%), positive
Moody's-adjusted free cash flow (around $20 million) and
debt/EBITDA of less than 2.0x (expected to be around 1.5x at
FYE17).

The revenue growth, 11% for the last twelve months (LTM) against
FY2016, is primarily supported by production ramp ups for new
products such as 3D sensing, but also design wins from tier 1
customers from the global automobile industry that result in
incremental revenues and profits. Management revenue guidance for
2017 is for around $8.2 billion, or an increase of more than $1.0
billion over 2016. Moody's expects ST to add an additional $1.0
billion of revenues in 2018. All of ST's divisions have
contributed to the revenue growth.

Given the increased scale, ST has been expanding its operating
margins by (1) almost eliminating its unused capacity charges to
$1.0 million per quarter in 2017; (2) benefiting from the
restructuring of its set-top-box business with targeted annual
run-rate savings of $170 million; (3) essentially keeping its SG&A
costs flat in 2017 against 2016; and (4) improving its gross
margin, which had by far the most significant impact on operating
profitability. ST's gross margin has been expanding from 33.8% at
FYE15 to about 38.3% for the LTM per September end 2017. Gross
margins in the second half of 2017 are expected to be around 39.7%
on the basis of the mid-point guidance for Q417 of 39.9% and
provide a floor for 2018. These improvements translate into
double-digit operating margins and free cash flow (FCF)
generation. The strengthened profitability has also brought
leverage to below 2.0x debt/EBITDA.

ST's liquidity is solid and supports the positioning of the rating
at Baa3. ST has traditionally held high cash balances as evidenced
by nearly $2.5 billion of cash and equivalents and marketable
securities as of September 2017. In addition, ST has access to
$558 million of unutilized and committed medium term facilities
and a new EUR500 million EIB facility signed in Q317. Moody's
assumes gross cash flows over the coming twelve months in excess
of $1.7 billion and sufficient coverage of cash uses primarily for
capital expenditures (expected by Moody's to be in a similar range
in 2018 as for 2017: $1.25 billion to $1.3 billion), quarterly
dividends of $59 million, working cash of around $270 million and
moderate working capital swings.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects the significant strengthening of ST's
financial profile since the second quarter of 2016. It assumes
that ST maintains debt/EBITDA in the range of 1.0x and 2.0x and a
strong liquidity profile, evidenced by cash to debt of close to
90%, in order to buffer cyclical swings.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could upgrade the rating if (1) EBITDA margins were
approaching 30% (20% expected for full year 2017); and (2)
Debt/EBITDA below 1.0x. Conversely, Moody's could downgrade the
rating if (1) EBITDA margins fall back to below 15%; and (2) if
Debt/EBITDA were to be consistently above 2.0x.

The principal methodology used in this rating was Semiconductor
Industry Methodology published in December 2015.

STMicroelectronics N.V., incorporated in the Netherlands with its
principal executive office in Geneva, Switzerland, is a global
independent semiconductor company that designs, develops,
manufactures and markets a broad range of semiconductor integrated
circuits and discrete devices. In fiscal year 2016 ST generated
revenues of nearly $7.0 billion. The company operates through
three core segments: (1) Automotive and Discrete Group (ADG); (2)
Microcontrollers and Digital ICs Group (MDG); and (3) Analog &
MEMS Group (AMG). The state-owned Bpifrance Financement and the
Italian Ministry of the Economy and Finance each control
approximately 13.7% of the issued share capital of
STMicroelectronics N.V. through STMicroelectronics Holding N.V.



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


BANK ASYA: Declared Bankrupt by Istanbul Court
----------------------------------------------
Daily Sabah reports that the Commercial Court of First Instance in
Istanbul ruled late Friday, Nov. 17, for the bankruptcy of the
Gulenist terror group (FETO)-linked Bank Asya, which had its
banking license cancelled after the July 15 abortive coup attempt
perpetrated by FETO last year.

Turkey's Banking Regulation and Supervision Agency's decision
(BDDK) to cancel the license last year came after the Turkish
Deposit Insurance Fund (TMSF) temporarily suspended Bank Asya's
banking operations, the report recounts.

Daily Sabah notes that the sale of the bank did not attract any
bids on July 15, according to the fund. The tender was for the
sale of a minimum 183.6 million 'A' group shares, amounting to 51
percent of the bank, the report cites.

In a separate report, Constantine Courcoulas of Bloomberg News
relates that bankruptcy liquidation of Bank Asya will be made by
the Savings Deposit and Insurance Fund of Turkey, state-run
Anadolu Agency reported on Nov. 17, citing ruling by Istanbul
commercial court.

Bank Asya was a participation bank affiliated with U.S.-based
fugitive preacher Fetullah Gulen, who runs a shady network from
his Pennsylvania mansion, Daily Sabah relates.

Bank Asya was established in October 24, 1996 with its head
office in Istanbul, as the sixth private finance house of Turkey.




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


BRIGHTHOUSE GROUP: S&P Lowers CCR to 'CCC-' on Debt Restructuring
-----------------------------------------------------------------
S&P Global Ratings said that it lowered its long-term issuer
credit rating on U.K.-based rent-to-own (RTO) provider BrightHouse
Group PLC to 'CCC-' from 'CCC'. The outlook is negative.

S&P said, "As a consequence, we also lowered our issue rating on
BrightHouse's GBP220 million senior secured notes due 2018 to
'CCC-' from 'CCC'. Our '4' recovery rating on the senior secured
notes indicates our expectation of average recovery (30%-50%;
rounded estimate: 35%) in the event of a default.

"The downgrade reflects our view of the heightened risk that the
company will not be able to meet its debt obligations in the next
six months. We believe that BrightHouse's resources, including
cash on hand, will not be enough to cover the company's GBP220
million senior secured notes due May 15, 2018."

In April this year, BrightHouse announced that it had received
notification that the FCA intends to provide the group with
authorization to operate as a U.K. consumer credit firm. This
authorization is subject to a number of conditions, one of which
is the restructuring of the GBP220 million senior secured notes
before its maturity date on May 15, 2018. Subsequent to this, the
group recently announced it is undertaking a sale process that
commenced in mid-October. It also announced an agreed customer
redress scheme with the FCA, committing to paying over GBP14.8
million to 249,000 customers. The cost of the scheme was already
largely provided for, with the balance sheet provision at
June 30, 2017 at GBP8.2 million.

S&P said, "Although we expect stabilization in the group's
contract portfolio, and, over time, monthly payments from new
agreements to begin outpacing its terminations, we continue to
view the company as working through a difficult transitional phase
as it implements new changes associated with the FCA's threshold
conditions. The downgrade therefore stems from our opinion that
the existing capital structure is unsustainable when considered
alongside its current vulnerable business operations and weak
credit metrics. We note that BrightHouse has not yet announced
firm plans to restructure its existing debt, nor provided any
details on the potential sale process. However, given our view of
the group's creditworthiness, the trading price of the security,
and the upcoming debt maturity, we see an increasing likelihood
that the potential restructuring will be considered as distressed.

"We generally consider debt repurchases conducted at below par, by
a company rated at 'B-' or below, as being a distressed offer and
therefore tantamount to a default at issuer level. Given the
'CCC-' long-term rating on BrightHouse and the current market
price of its debt instruments in the secondary market, a debt
restructuring would likely result in investors receiving less
value than the promise of the original security. As a result, we
could view the likely restructuring as a default under our
criteria.

"The outlook is negative, reflecting our view of the continuing
nonrepayment risk over the next six months if the company fails to
obtain refinancing or there are no other positive business
developments. There is an increasing likelihood that the company
will restructure its outstanding debt within the next six months.
Given BrightHouse's current vulnerable business operations, weak
credit metrics, and the current weak trading price of the
security, we consider it likely that we will deem a potential
restructuring to be distressed and tantamount to a default.

"We could lower the ratings if the company were to announce a
broad restructuring of its capital structure, which we considered
to be a consistent with a distressed exchange. At this stage, we
would likely lower the issuer credit rating to 'CC'. Subsequent
completion of a distressed exchange would lead to an issuer credit
rating of 'SD' (selective default).

"We could revise the outlook back to stable or raise the ratings
if we no longer viewed the prospect of a distressed restructuring
as probable. This would likely require clear guidance from
management on refinancing plans, alongside a credible long-term
plan for the group's business operations."

Any positive rating action would also hinge on near-term
improvements in BrightHouse's current operating performance,
credit metrics, and liquidity prospects, which we currently view
as unlikely.


BURNTISLAND FABRICATIONS: Rescued From Administration by SSE Deal
-----------------------------------------------------------------
Lucinda Cameron and Nina Massey of dailyrecord.co.uk report that
troubled engineering firm Burntisland Fabrications Limited (BiFab)
was on the brink of administration three times as intensive talks
to secure its future took place, Scotland's economy secretary,
Keith Brown MSP, has said.

According to dailyrecord.co.uk, an agreement was reached on
Saturday, Nov. 18, that will lift the threat of administration
from BiFab, and see work continue on the current contract for the
Beatrice Offshore Windfarm project.

A financial package to complete the contract has been provided by
Seaway Heavy Lifting, utility-developer SSE and the partners to
the Beatrice Offshore Windfarm project, JCE Offshore.

The agreement will see BiFab receive payments to alleviate
immediate cash flow issues, enabling the threat of administration
to be lifted and ensuring the full funding of the Beatrice
contract, the report says.

Economy Secretary Brown MSP said the agreement will secure work
until next April and that efforts are under way to identify other
contracts and secure the long-term future of the company,
dailyrecord.co.uk cites.

The Scottish Government has also indicated, if necessary, it will
make a commercial loan facility available to BiFab, the report
adds.

BiFab filed a notice of intention to appoint administrators a week
ago as it faced cash flow problems linked to its contracts, the
report notes.

dailyrecord.co.uk relates that trade unions GMB and Unite praised
the role of the Scottish Government and First Minister of Scotland
Nicola Sturgeon in brokering the deal, and the resolute stand
taken by the BiFab workers to convince everyone they were
determined to fight for their jobs and their communities.

Founded in 1990 and based in Burnstisland, United Kingdom,
Burntisland Fabrications Limited provides fabrication solutions
for oil and gas, renewable, and infrastructure industries.  The
company has a workforce of about 1,400 staff.


CARILLION PLC: Gets Selected for 2 UK School Bldg. Projects
-----------------------------------------------------------
Carillion plc confirmed that it has been awarded two lots on the
Education & Skills Funding Agency's (ESFA) school building
framework despite its Nov. 17 announcement of a fresh profit
downgrade for the year.

The new framework is for a period of four years and replaces the
existing ESFA Contractors Framework, on which Carillion was also a
provider.  The framework provides a procurement route for
education providers to access pre-selected contractors to deliver
new education facilities.

Carillion has been appointed on both lots it bid, covering the
north and south of England, for high value projects (worth more
than GBP12 million).  These are anticipated to be worth GBP2.64
billion in total over the period to 2021, with the Group one of
nine contractors selected on the framework.

Commenting Keith Cochrane, Interim Chief Executive, said: "We are
pleased to have re-secured our position on this framework,
demonstrating that we continue to retain the confidence of key
customers despite the Group's current challenges."

Carillion plc is a British multinational facilities management and
construction services company headquartered in Wolverhampton,
United Kingdom.


CARILLION PLC: Current Woes Could Affect Pensioners
---------------------------------------------------
Ashley Armstrong of The Telegraph reports that around 28,000
pensioners who used to work at Carillion plc could end up owning a
stake in the construction company under plans to keep it afloat.

According to the report, analysts expect a recapitalisation of
Carillion's business, after the Company warned that it expects to
breach covenants by year end following delays to asset sales and
cost-cutting efforts.  Analysts sees a highly dilutive debt for
equity swap as the most likely option for the Company, the report
notes.

The Telegraph notes that the Company's debt pile is forecast to
swell to GBP925 million, compared to its shrunken market value of
just GBP107 million. Meanwhile, its pension deficit is also
estimated to grow to GBP800 million from its GBP587 million in
June, the report cites.

The Telegraph relates that earlier in the year, Carillion's
pension trustees were understood to favour a rights issue as a way
of shoring up the retirement scheme, however the Company's share
price fall has now made that unlikely.

Moreover, The Telegraph points out, pension experts have raised
concerns that Carillion's pension scheme may have to be
transferred to the Pension Protection Fund (PPF), as part of a
financial restructuring.

Carillion plc is a British multinational facilities management and
construction services company headquartered in Wolverhampton,
United Kingdom.


HALCYON LOAN 2017-2 DAC: S&P Gives Prelim B- Rating on F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Halcyon Loan Advisors European Funding 2017-2 DAC's (Halcyon 2017-
2) class A, B1, B2, C, D, E, and F notes. At closing, Halcyon
2017-2 will also issue an unrated subordinated class of notes.

The preliminary ratings assigned to Halcyon 2017-2's notes reflect
our assessment of:

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

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

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

-- The transaction's legal structure, which we expect to be
    bankruptcy remote.

Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes would permanently switch to semiannual
payment. The portfolio's reinvestment period will end
approximately four years after closing. Our preliminary ratings
reflect our assessment of the collateral portfolio's credit
quality, which has a weighted-average 'B' rating. We consider that
the portfolio at closing will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured
term loans and senior secured bonds. Therefore, we have conducted
our credit and cash flow analysis by applying our criteria for
corporate cash flow collateralized debt obligations (see "Global
Methodologies And Assumptions For Corporate Cash Flow And
Synthetic CDOs," published on Aug. 8, 2016). In our cash flow
analysis, we used the EUR325 million target par amount, the
covenanted weighted-average spread (3.625%), the covenanted
weighted-average coupon (4.25%; where applicable), and the target
minimum weighted-average recovery rates at each rating level as
indicated by the manager. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

Elavon Financial Services DAC is the bank account provider and
custodian. At closing, S&P expects the documented downgrade
remedies to be in line with its current counterparty criteria (see
"Counterparty Risk Framework Methodology And Assumptions,"
published on June 25, 2013).

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

"We expect the issuer to be bankruptcy remote, in accordance with
our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes."

RATINGS LIST

  Halcyon Loan Advisors European Funding 2017-2 DAC
  EUR334.45 mil fixed- and floating-rate notes

                                     Prelim Amount
  Class           Prelim Rating     (mil, EUR)
  A               AAA (sf)             193.00
  B1              AA (sf)               29.00
  B2              AA (sf)               12.50
  C               A (sf)                22.25
  D               BBB (sf)              19.10
  E               BB (sf)               15.50
  F               B- (sf)               10.10
  Sub             NR                    33.00

  NR--Not rated.


JUBILEE CLO 2015-XVI: S&P Gives Prelim BB(sf) Rating on E-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to the
class A1-R, A2-R, B1-R, B2-R, C-R, D-R, and E-R notes from Jubilee
CLO 2015-XVI B.V., a collateralized loan obligation (CLO) managed
by Alcentra Ltd.

The replacement notes will be issued via a supplemental trust
deed. The floating-rate replacement notes will be issued at a
lower spread over Euro Interbank Offered Rate (EURIBOR) and the
fixed-rate replacement notes at a lower coupon than the original
notes they replace. The cash flow analysis demonstrates, in S&P's
view, that the replacement notes have adequate credit enhancement
available to support the preliminary ratings assigned.

S&P said, "As part of the refinance, the maximum weighted-average
life test will also be lengthened by 18 months, which we have
incorporated in our analysis.

"The transaction has experienced overall stable performance since
our previous review (see "Ratings Affirmed In European Cash Flow
CLO Transaction Jubilee CLO 2015-XVI Following Review," published
on May 31, 2017). The available credit enhancement for all classes
of rated notes has decreased due to the occurrence of defaults in
the transaction portfolio. We calculate the aggregate collateral
balance of the portfolio at EUR397.16 million, while the target
par amount is EUR400.00 million. The erosion of credit protection,
in our view, is partly offset by a lower cost of capital for the
replacement notes, which consequently leads to greater excess
spread in the transaction. The transaction's reinvestment period
will end in December 2019, and all coverage ratios are above the
minimum triggers, albeit at levels lower than at closing.

"On refinancing, the proceeds from the issuance of the replacement
notes will redeem the original notes, upon which we will withdraw
the ratings on the original notes and assign ratings to the
replacement notes."

  CAPITAL STRUCTURE

  Current date after refinancing
  Class       Amount      Interest
          (mil. EUR)      rate (%)
  A1-R        225.00     3ME +0.80
  A2-R          5.00          1.10
  B1-R         19.00     3ME +1.05
  B2-R         37.00          1.85
  C-R          25.00     3ME +1.45
  D-R          20.00     3ME +2.30
  E            25.60     3ME +4.60
  F            13.00     3ME +6.85

  3ME--Three-month EURIBOR.

  Current date before refinancing
  Class       Amount      Interest
          (mil. EUR)      rate (%)
  A1          225.00     3ME +1.40
  A2            5.00          1.68
  B1           19.00     3ME +2.10
  B2           37.00          2.61
  C            25.00     3ME +2.90
  D            20.00     3ME +3.80
  E            25.60     3ME +5.25
  F            13.00     3ME +6.85

  3ME--Three-month EURIBOR.

  RATINGS LIST

  Jubilee CLO 2015-XVI B.V.
  EUR412.8 Million Senior Secured And Deferrable Fixed- And
  Floating-Rate Notes (Including EUR43.20 Million Subordinated
  Notes)

  Preliminary Ratings Assigned

  Replacement    Rating
  class
  A1-R           AAA (sf)
  A2-R           AAA (sf)
  B1-R           AA (sf)
  B2-R           AA (sf)
  C-R            A (sf)
  D-R            BBB (sf)
  E-R            BB (sf)


MITIE GROUP: UK Watchdog Launches New Probe into 2015 Financials
----------------------------------------------------------------
Jack Torrance of The Telegraph reports that UK's accounting
watchdog is opening a fresh probe into the finances of struggling
outsourcer Mitie Group plc.

The Financial Reporting Council said it would be looking into the
"preparation and approval" of Mitie's financial statements for the
year ending March 31, 2016, the report notes.

The FRC also said it had concluded a separate investigation into
the preparation of Mitie's 2016 annual report and that its
"concerns have been satisfactorily addressed", the report adds.

According to the report, Mitie said: "The company understands that
the investigation does not relate to any current directors of
Mitie, any former non-executive directors of Mitie or Sandip
Mahajan [the former chief financial officer]."

The outsourcer is also under investigation by the Financial
Conduct Authority and its auditor, Deloitte, is being probed by
the FRC, The Telegraph adds.

                            Efforts

In a separate report, The Telegraph relates that Mitie is
attempting to pick up the pieces from a disastrous string of
profit warnings. The firm outlined part of its cost-cutting
turnaround plan in September, including 480 job losses and the
potential sale of its property management division, the report
cites.

                         Interim Results

Mitie also published its interim results on Nov. 20, with pre-tax
profits down 61pc to GBP6.1 million in the six months to
September, despite a 4pc rise in revenues to GBP959.7 million.

Chief executive Phil Bentley said: "We have continued to build
foundations, take out costs, simplify systems and processes,
invest in our capabilities and put the customer at the heart of
our organisation."

Mitie Group PLC is a British strategic outsourcing and energy
services company. It provides infrastructure consultancy,
facilities management, property management, energy and healthcare
services.


PENTA CLO 3: Fitch Assigns B- Rating to Class F Notes
-----------------------------------------------------
Fitch Ratings has assigned Penta CLO 3 DAC final ratings, as
follows:

EUR236.5 million class A notes: 'AAAsf'; Outlook Stable
EUR50.5 million class B notes: 'AAsf'; Outlook Stable
EUR24.0 million class C notes: 'Asf'; Outlook Stable
EUR20.75 million class D notes: 'BBBsf'; Outlook Stable
EUR28.25 million class E notes: 'BBsf'; Outlook Stable
EUR12.0 million class F notes: 'B-sf'; Outlook Stable
Subordinated notes: not rated

Penta CLO 3 DAC is a securitisation of mainly senior secured loans
(at least 90%) with a component of senior unsecured, mezzanine,
and second-lien loans. A total note issuance of EUR413 million
will be used to fund a portfolio with a target par of EUR400
million. The portfolio will be actively managed by Partners Group
(UK) Management Limited.

KEY RATING DRIVERS

'B' Portfolio Credit Quality
Fitch assesses the average credit quality of obligors to be in the
'B' category. The Fitch weighted average rating factor (WARF) of
the identified portfolio is 32.6, below the indicative maximum
covenanted WARF of 33 for the final ratings.

High Recovery Expectations
At least 90% of the portfolio comprises senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate of the identified
portfolio is 66.3%, above the minimum covenant of 59.2%.

Limited Interest Rate Exposure
Up to 10% of the portfolio can be invested in fixed-rate assets,
while interest due on the rated notes is based on a floating
index. The final ratings are based on three Fitch test matrices
with a maximum fixed-rate exposure at 0%, 5% and 10%, and reflect
Fitch view that the rated notes can withstand excess spread
compression in a rising interest rate environment.

Diversified Asset Portfolio
The covenanted maximum exposure to the top 10 obligors is 20% of
the portfolio balance. This covenant ensures that the asset
portfolio will not be exposed to excessive obligor concentration.

VARIATIONS FROM CRITERIA

The "Fitch Ratings Definitions" was amended so that assets that
are not rated by Fitch but rated privately by the other agency
rating the liabilities, can be assumed to be of 'B-' credit
quality for up to 10% of the aggregated portfolio notional. This
is a variation from Fitch's criteria, which requires all assets
unrated by Fitch and without public ratings to be treated as
'CCC'. The change was motivated by Fitch's policy change of no
longer providing credit opinions for EMEA companies over a certain
size. Instead Fitch expects to provide private ratings that would
remove the need for the manager to treat assets under this leg of
the "Fitch Rating Definition".

The amendment has only a small impact on the ratings. Fitch has
modelled the transaction at the pricing point with 10% of the 'B-'
assets with a 'CCC' rating instead, which resulted in a two-notch
downgrade at the 'A' rating level and one-notch downgrade at all
other rating levels except the class F notes, which were
unaffected.

RATING SENSITIVITIES

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


PI UK HOLDCO II: S&P Assigns Prelim. 'B' CCR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term
corporate credit rating to PI UK Holdco II Ltd., the prospective
U.K.-based holding company of Paysafe Group PLC pending successful
completion of its buyout. The outlook is stable.

S&P said, "At the same time, we assigned our preliminary 'B' issue
rating to the proposed $1,915 million equivalent first-lien term
loan B facilities and $175 million revolving credit facility
(RCF), with a recovery rating of '3'. We also assigned our
preliminary 'CCC+' issue rating to the proposed $500 million
equivalent second-lien term loan facilities, with a recovery
rating of '6'."

These ratings are preliminary and based on draft documentation.
Final ratings will depend on S&P's receipt and satisfactory review
of the final documentation within a reasonable period upon the
successful closing of the leveraged buyout (LBO) transaction,
currently expected by the end of 2017 or the start of 2018.

The rating action follows the planned LBO of Paysafe by Blackstone
and CVC. The transaction will be funded with $2,415 million of
proposed term loans and equity capital provided by Blackstone and
CVC. These proceeds will be applied to the $3.9 billion equity
value (ú2.96 billion equivalent), the repayment of net debt, and
transaction-related fees.

This new capital structure results in a very high initial S&P
Global Ratings-adjusted debt to EBITDA of above 8.5x in 2017 on a
pro forma basis. S&P said, "We forecast significant deleveraging
from 2018 due to continued growth in EBITDA and growing free cash
flow generation. However, we also consider that such deleveraging
could be somewhat constrained by a more aggressive financial
policy under the group's new financial sponsors, as well as the
group's generally acquisitive appetite."

The buyout includes the sale of Paysafe's Asia Gateway business
(Paysafe Merchant Services Limited; PMSL) for proceeds of up to
$308 million payable over a six-year period. The sale is expected
to be structured outside the restricted group of the new capital
structure and therefore the proceeds will not be available to PI
Holdco.

The proposed transaction also follows Paysafe's recent successful
purchase of Delta Card Services Inc., the holding company for U.S.
payment services provider Merchants Choice Payment Solutions
(MCPS), for a $470 million enterprise value in August 2017.

S&P said, "In our opinion, the consolidation of MCPS and disposal
of Asia Gateway have a net positive effect on Paysafe's business.
This is despite the negative impact on Paysafe's company-adjusted
EBITDA margins, estimated at around 26% in first-half 2017 on a
pro forma basis compared to 31% on a stand-alone basis. This
results from the consolidation of the lower margin MCPS (about 15%
in first-half 2017), and the loss of the Asia Gateway business'
higher EBITDA margin contributions (about 39% in first-half 2017).

"In our view, these changes in Paysafe's business mix help reduce
the group's exposure to the online gambling sector to 27% of 2016
pro forma revenues from 46% on a stand-alone basis, while
increasing the exposure to lower risk point-of-sale payment
processing. Payment processing now accounts for 56% of pro forma
2016 revenues (47% before), with an increased presence in point-
of-sale channels allowing for omnichannel merchant offerings,
albeit predominantly in the U.S. Additionally, there would be a
significant improvement in customer concentration.

"On a pro forma basis, our business risk assessment generally
reflects Paysafe's substantial exposure to risky sectors like
online gambling and gaming (combined: 32% of 2016 pro forma
revenues) compared to other rated payment service providers. These
sectors are particularly exposed to the risk of unexpected adverse
regulatory changes. They are also mainly served by Paysafe's
prepaid vouchers and digital wallets products representing about
44% of pro forma revenues. These alternative payment methods, in
our view, are quite niche and less well-established within the
wider payments industry. These and certain other products are also
subject to significant financial services regulation. Compared to
rated peers, the group's payments processing business remains
relatively small in scale in the fragmented and competitive
payment services industry, at around $715 million of 2017 pro
forma revenues based on our forecasts. This segment is also
targeted more toward higher risk merchants than is the case with
peers.

This is partly offset by Paysafe's strong market positions in the
digital wallets and prepaid vouchers business segments, which make
it the leading payment service provider for the niche online
gambling and gaming markets. Paysafe has a good track record of
double-digit revenue growth through both organic and acquisition-
related contributions. EBITDA margins are adequate compared to
peers, at above 25% on a company-adjusted pro forma basis, despite
the negative impact of the MCPS consolidation and the Asia Gateway
business sale.

S&P said, "Our financial risk profile assessment primarily
reflects our expectation of very high gross debt to EBITDA of
above 8.5x in 2017 on an S&P Global Ratings-adjusted basis pro
forma MCPS and the Asia Gateway sale. This is due to the large
amount of bank debt in the group's proposed capital structure.
Going forward, there is the potential for considerable
deleveraging, with rising EBITDA levels supported by organic
revenue growth from the continued industry-wide shift to digital
and online payments. S&P Global Ratings-adjusted EBITDA margins
should also improve slightly with cost savings, MCPS-related
synergies, and operating leverage. However, we still expect
adjusted gross debt to EBITDA to remain well above 6x over the
next few years."

Free cash flow generation should remain relatively robust with
positive adjusted FOCF of about $80 million in pro forma 2017,
improving to $140 million-$160 million in 2018 helped by
relatively modest capital expenditure (capex) and working capital
needs. This is still a significant FOCF reduction from about $200
million in 2016, mainly due to increased cash interest payments
from the greater amount of interest-bearing debt. This also
reduces EBITDA interest coverage to less than 3.0x from 10.5x in
2016.

S&P said, "Furthermore, we note that Paysafe's financial policy
under its financial sponsor ownership could constrain meaningful
reduction in leverage over the medium term. We also acknowledge
that Paysafe has an acquisitive history and that there could be
future deals of varying sizes to boost growth and potentially
further diversify away from online gambling and toward payment
processing for lower risk merchants. In particular, large debt-
funded acquisitions could be a risk to the deleveraging profile in
our base case.

"Our adjusted debt for 2016 includes $16.7 million for operating
lease liabilities, as well as $48.6 million of acquisition-related
earn-outs and deferred liabilities. Our EBITDA is adjusted for
$27.5 million of capitalized development costs, treating these as
an operating expense, and excludes net fair value gains and losses
on contingent considerations."

S&P's base case assumes:

-- Average growth in transaction values in the global electronic
    commerce market of around 15% over 2016-2021, and 5%-6%
    growth in the online gambling and digital gaming markets over
    2016-2021 and 2016-2019, respectively.

-- Organic constant currency revenue growth of 8%-9% in 2017
    (pro forma the MCPS deal and Asia Gateway sale) and 6%-7% in
    2018 and 2019. This is driven by continued robust performance
    in all segments supported by wider market growth. Reported
    revenue growth of 8%-10% in 2018 and 2019, further reflecting
    assumed ongoing bolt-on acquisitions.

-- Company-adjusted EBITDA margins of 26%-27% in 2017 and 2018,
    and 27%-28% in 2019, after about 30% in 2016 (26% pro forma
    MCPS). This is supported by expected cost savings and MCPS-
    related synergies, as well as operating leverage.

-- EBITDA margins, as adjusted by S&P Global Ratings, of 22%-23%
    in 2017 and 2018, rising to just above 25% in 2019 helped by
    declining acquisition-related and MCPS integration costs.

-- Capex as a percentage of sales of 4%-5% in 2017-2019, up from
    about 4% of 2016 revenues pro forma MCPS driven by higher
    capitalized development costs related to platform
    development.

-- Excluding these costs, capex is assumed at around 2% of sales
    in 2017-2019.

-- Cash tax rate of about 19% following the change in tax
    jurisdiction to the U.K.

-- Continued spending on smaller acquisitions of up to $100
    million per year in 2018 and 2019.

Based on these assumptions, S&P arrives at the following adjusted
credit metrics with 2017 being pro forma the MCPS acquisition and
LBO transaction (including the Asia Gateway sale):

-- Debt to EBITDA of 8.6x-8.8x in 2017, reducing to just above
    7.5x in 2018 and 6.4x-6.6x in 2019.

-- FFO to debt of about 6% in 2017, increasing to about 7.5% in
    2018 and 9.3%-9.5% in 2019.

-- EBITDA interest coverage of around 2.2x in 2017, 2.5x-2.7x in
    2018, and 2.8x-3.0x in 2019.

-- FOCF to debt of just above 3% in 2017, improving to around 6%
    in 2018 and 7%-8% in 2019.

S&P said, "The stable outlook reflects our expectation that
Paysafe will continue to experience good organic growth from
positive market dynamics and EBITDA margins of above 20% helped by
the group's operating leverage. This should result in adjusted
leverage reducing to just above 7.5x in 2018, and EBITDA interest
coverage and FOCF to debt improving to about 2.5x and 6.0%,
respectively, within the same timeframe.

"We could raise our rating on PI Holdco if its credit measures
considerably improve. In particular, we would expect FOCF-to-debt
of near 10% and adjusted leverage of below 6x, as well as a
financial policy commitment to maintain these levels. While we do
not anticipate this scenario over the next 24 months, it could
happen following better-than-expected revenue growth and EBITDA
margin improvements perhaps due to greater realized cross-selling
opportunities and cost savings.

"We view ratings downside as unlikely due to our expectations of
significant short-term growth in revenues and EBITDA. We could
lower our rating, however, if FOCF-to-debt sustainably falls below
2% or interest coverage below 2x, while leverage remains above
7.5x. This could occur if EBITDA margins decline due to
competitive pressures on pricing, greater-than-expected costs in
realizing cost savings or integrating MCPS, or an unforeseen
negative effect from regulation. It could also be driven by large
debt-funded acquisitions or further aggressive capital structure
changes."


RENOIR CDO: Moody's Hikes Rating on 2 Tranches to Caa2
------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Renoir CDO B.V.:

-- EUR14.8M Class C Deferrable Floating Rate Notes, Upgraded
    to Aa3 (sf); previously on April 7, 2017 Upgraded to A3 (sf)

-- EUR4.25M (Current outstanding balance EUR4.96M) Class D-1
    Deferrable Fixed Rate Notes, Upgraded to Caa2 (sf);
    previously on April 7, 2017 Affirmed Caa3 (sf)

-- EUR5.05M (Current outstanding balance EUR5.43M) Class D-2
    Deferrable Floating Rate Notes, Upgraded to Caa2 (sf);
    previously on April 7, 2017 Affirmed Caa3 (sf)

Moody's has also affirmed the rating of following notes:

-- EUR10.5M (Current outstanding balance EUR8.4M) Class B
    Deferrable Floating rate Notes, Affirmed Aa1 (sf); previously
    on April 7, 2017 Upgraded to Aa1 (sf)

-- EUR8.5M (Rated Balance outstanding EUR5.17M) Combination
    Notes, Affirmed Ca (sf); previously on April 7, 2017 Affirmed
    Ca (sf)

Renoir CDO B.V. is a managed cash-flow collateralized debt
obligation backed primarily by a portfolio of Euro dominated
Structured Finance securities with up to 20% of the portfolio
assets exposed to synthetic securities. At present, the portfolio
is composed mainly of Prime RMBS (46.3%), Subprime RMBS (33.8%),
CMBS (13.7%) and CLOs (6.0%).The portfolio is managed by BNP
Paribas Asset Management and the transaction passed its
reinvestment period in April 2010.

RATINGS RATIONALE

The rating actions on the notes are primarily a result of the
deleveraging of the Class A and Class B notes following
amortisation of the underlying portfolio and subsequent
improvement of over-collateralisation (OC) ratios. Since the last
rating action in April 2017, Class A notes have been redeemed in
full and Class B notes paid down in total by EUR2.1M.

As a result of the deleveraging, OC ratios have increased. As per
the latest trustee report dated September 2017, the Classes A/B, C
and D over-collateralisation ratios are reported at 319.65%,
156.05% and 115.38%, compared to 236.74% 139.01% and 108.21%
respectively.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs" published in June 2017.

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

In addition to the base-case analysis, Moody's conducted
sensitivity analysis on the key parameters for the rated notes:

Amount of defaulted assets - Moody's considered a model run where
all of the Caa rated assets in the portfolio were assumed to be
defaulted with zero recovery. The model output for this run was in
line with the base-case model output for Classes B and C, and
within two notches of the base-case model output for Classes D-1
and D-2.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes, in light of 1) uncertainty about credit conditions in the
general economy 2) divergence in the legal interpretation of CDO
documentation by different transactional parties due to or because
of embedded ambiguities.

Moody's notes the maximum achievable rating in this transaction is
Aa1 (sf) due to linkage with Deutsche Bank AG, London Branch as
the Account Bank.

The Credit Ratings of the notes issued by Renoir CDO B.V. were
assigned in accordance with Moody's methodology entitled "Moody's
Approach to Assessing Counterparty Risks in Structured Finance,"
dated July 26, 2017.

Additional uncertainty about performance is due to the following:

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

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

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



                            *********

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
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Nothing in the TCR constitutes an offer or solicitation to buy or
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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
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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
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                            *********


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

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