---

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

                           E U R O P E

           Friday, December 8, 2017, Vol. 18, No. 244


                            Headlines


F R A N C E

CONSTANTIN INVESTISSEMENT: Moody's Assigns B2 CFR, Outlook Stable


G E R M A N Y

ORION ENGINEERED CARBONS: S&P Affirms 'BB' CCR, Outlook Stable


I R E L A N D

CVC CORDATUS X: S&P Assigns Prelim B- Rating to Class F Notes


I T A L Y

ITALY: "GACS" State Guarantee Scheme Had Long Gestation
TIBET CMBS: Fitch Affirms BB Rating on EUR57.7MM Class D Notes


K A Z A K H S T A N

NATIONAL COMPANY FCC: Moody's Lowers CFR to B1, Outlook Neg.


L U X E M B O U R G

SWISSPORT GROUP: S&P Lowers CCR to 'B-' on Weak Credit Profile


N E T H E R L A N D S

CONISTON CLO: Moody's Affirms 'B3' Rating on Class F Notes
EUROSAIL-NL 2007-2: S&P Places Ratings on CreditWatch Negative
OI EUROPEAN: Moody's Rates US$310MM Sr. Unsecured Notes Ba3
TIKEHAU CLO: Moody's Assigns B2 Rating to Class F-R Notes


P O R T U G A L

MILLENNIUM BCP: S&P Affirms 'BB-/B' Counterparty Credit Ratings
PELICAN MORTGAGES 3: S&P Affirms B-(sf) Ratings on 3 Note Classes


R U S S I A

BANK OTKRITIE: Bank of Russia Okays Amendments to Bankruptcy Plan
CB NOVOPOKROVSKIY: Put on Provisional Administration
EUROPEAN STANDART: Put on Provisional Administration
ROSNEFT OJSC: S&P Affirms BB+ Corp Credit Rating, Outlook Pos.
UCL RAIL: Fitch Affirms BB+ Long-Term IDR, Outlook Stable


S P A I N

CECABANK SA: Moody's Affirms Ba1 Baseline Credit Assessment
SRF 2017-2: Moody's Assigns (P)Ba3 Rating to Class D Notes


T U R K E Y

FIBABANKA AS: Fitch Withdraws BB-(EXP) Rating on Senior Notes


U N I T E D   K I N G D O M

HYPERION REFINANCE: Moody's Rates Proposed USD925MM Sr. Loan B2
HYPERION INSURANCE: S&P Affirms 'B' CCR on Proposed Refinancing
SOUTHERN PACIFIC 05-B: S&P Raises Class E Notes Rating to BB+
* UK: Funding Gap May Put Care Providers at Risk of Collapse


X X X X X X X X

* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings


                            *********



===========
F R A N C E
===========


CONSTANTIN INVESTISSEMENT: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned a definitive B2 corporate
family rating (CFR) and a B2-PD probability of default rating
(PDR) to Constantin Investissement 3 S.A.S. (Cerba, formerly NewCo
Sab Midco S.A.S.), a provider of clinical laboratory testing
services in Europe. The rating agency has concurrently assigned
definitive B1 ratings to the senior secured bank credit
facilities, including the EUR794 million term loan and the EUR175
million revolving credit facility (RCF) both borrowed by
Constantin Investissement 4 S.A.S., and a definitive Caa1 rating
to the EUR180 million senior unsecured notes issued by Constantin
Investissement 3 S.A.S. The outlook on all rating is stable.
Finally, Moody's has withdrawn Cerberus Nightingale 1 S.A.'s B2
CFR and the B2-PD, which carried a stable outlook.

The rating actions reflect the following drivers:

- Cerba's leverage is high at 7.0x based on LTM September 2017,
as measured by Moody's-adjusted debt/EBITDA. However, Moody's
expects that the company will reduce leverage to 6.4x by the end
of 2018 based on expected acquisitions and modest organic revenue
growth;

- Moody's definitive ratings are unchanged compared to the
provisional ratings assigned on 7 March 2017 and follow Moody's
review of the final debt documentation, which was in line with the
assumptions factored into the provisional ratings;

- Moody's has withdrawn Cerberus Nightingale 1 S.A.'s CFR and PDR
for reorganizational reasons, and reassigned the CFR and PDR to
Constantin Investissement 3 S.A.S., the top company of the new
senior unsecured notes restricted group.

RATINGS RATIONALE

"Cerba's leverage is high at 7.0x based on LTM September 2017 pro
forma for the acquisitions, synergies, and one-off costs, which
mainly relate to the refinancing and acquisition process (by new
sponsors). This high leverage makes Cerba's B2 CFR weakly
positioned within its rating category. Cerba's recent results were
negatively affected by temporary factors, including a lower number
of working days in the second quarter of 2017 and start-up losses
in the Middle East. However, the company's performance will
improve and its leverage will reduce based on EBITDA contributions
from future acquisitions (financed by own funds and cash flow) and
modest organic revenue growth. As a result, the company will have
a good retained cash flow before acquisitions to Moody's-adjusted
net debt ratio of around 9.0%, an interest coverage ratio of
around 3.0x, and a reduced leverage ratio of 6.4x by the end of
2018." says Andrey Bekasov, AVP and Moody's lead analyst for
Cerba.

Cerba's B2 corporate family rating (CFR) reflects the company's:
(1) vertical integration within clinical pathology, allowing for
synergies between its three operating segments; (2) high
profitability, as measured by Moody's-adjusted EBITA margin of
around 19.4%, which is above rated peers; and (3) good underlying
fundamental trends that support demand for clinical laboratory
services.

Conversely, the rating reflects the company's: (1) high leverage
of 7.0x, as measured by Moody's-adjusted debt/EBITDA, based on LTM
September 2017; (2) remaining risk of potential tariff cuts in key
markets, which drives the need to grow externally to achieve
economies of scale; (3) high concentration of revenue in France.

OUTLOOK RATIONALE

The stable outlook reflects Moody's expectation that Cerba's
leverage, as measured by Moody's-adjusted debt/EBITDA, will trend
to below 6.5x within the next 12-18 months.

FACTORS THAT COULD LEAD TO AN UPGRADE

An upgrade is unlikely within the next 12-18 months because
leverage is high, however, a positive rating pressure could arise
if:

-- Cerba's leverage, as measured by Moody's-adjusted debt/EBITDA,
    were to decrease towards 5.0x; and

-- The company were to maintain solid liquidity and generate
    positive free cash flow.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Conversely, a negative rating pressure could arise if:

-- Cerba's leverage, as measured by Moody's-adjusted debt/EBITDA,
    were to fail to reduce to below 6.5x over the next 12-18
    months;

-- Liquidity were to weaken; or

-- Any significant debt-financed acquisition were to put negative
    pressure on credit metrics.

LIQUIDITY ANALYSIS

Cerba liquidity is adequate, supported by expected free cash flow
of around EUR60 million in 2018 (before acquisitions, but after
capex of 4.5% of revenue); cash of EUR27.4 million as of 30
September 2017; and largely undrawn EUR175 million revolving
credit facility (RCF) although it will likely be used for
acquisitions. Cerba will maintain good headroom under its single
financial maintenance covenant if it is tested (net senior secured
leverage covenant for the benefit of the RCF lenders only, tested
only when it is drawn by or more than 35%).

STRUCTURAL CONSIDERATIONS

The B1 ratings of the EUR794 million first lien senior secured
term loan and the EUR175 million revolving credit facility one
notch above the B2 CFR and B2-PD probability of default rating
(PDR) reflect the loss absorption cushion from the EUR180 million
senior unsecured notes rated Caa1. The B2-PD probability of
default rating (PDR) in line with the B2 CFR reflects Moody's 50%
corporate family recovery assumption, which is typical for debt
structures that include bank debt and notes.

PRINCIPAL METHODOLOGY

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

Cerba, headquartered in Paris, France, is a provider of clinical
laboratory testing services in Europe with revenue of around
EUR652 million based on LTM September 2017. The company is
majority owned by funds managed and advised by Partners Group and
PSP Investments.

Assignments:

Issuer: Constantin Investissement 3 S.A.S.

-- Corporate Family Rating, Assigned Definitive B2

-- Probability of Default Rating, Assigned B2-PD

-- Senior Unsecured Regular Bond/Debenture, Assigned Definitive
    Caa1

Issuer: Constantin Investissement 4 S.A.S.

-- Senior Secured Bank Credit Facility, Assigned Definitive B1

Withdrawals:

Issuer: Cerberus Nightingale 1 S.A.

-- Corporate Family Rating, Withdrawn, previously rated B2

-- Probability of Default Rating, Withdrawn, previously rated
    B2-PD

Outlook Actions:

Issuer: Constantin Investissement 3 S.A.S.

-- Outlook, Remains Stable

Issuer: Constantin Investissement 4 S.A.S.

-- Outlook, Remains Stable

Issuer: Cerberus Nightingale 1 S.A.

-- Outlook, Changed To Rating Withdrawn From Stable



=============
G E R M A N Y
=============


ORION ENGINEERED CARBONS: S&P Affirms 'BB' CCR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings said it has affirmed its 'BB' long-term
corporate credit rating on Germany-based Orion Engineered Carbons
S.A. The outlook is stable.

S&P said, "We also affirmed our 'BB' issue ratings on Orion's
EUR665 million senior secured term loan due 2024 and EUR175
million revolving credit facility (RCF) due in 2021. The '3'
recovery rating on these instruments indicates our expectation of
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a default.

"The affirmation reflects our view that private equity owners
Rhone's and Triton's reduced stakes in Orion, at below 20%, is
marginally credit positive, together with a financial policy that
we now assess as neutral to the rating. This follows the sale of
about 10 million shares by shareholders as a result of the closing
of a secondary common stock offering in November 2017, following
two sales of shares in March and July 2017, and a further 12.7
million shares offering announced on Dec. 4, 2017 which may imply
a full exit from private equity owners. As such, we no longer view
Orion as financial-sponsor controlled, although private equity
funds still have two of the eight representatives on the company's
board.

"In our revised assessment of financial policy, we take into
account the company's public guidance for unadjusted net leverage
of 2.5x or below -- standing at 2.32x at the end of the third
quarter -- and dividend distributions of EUR10 million per
quarter. We factor in the company's stated capital allocation
policy to apply excess cash flows to voluntary debt repayments, in
addition to stated dividends and business optimization capital
expenditure (capex), which provides support to our base-case
forecast of modestly improving credit metrics in the next few
years.

"Finally, we view the recent term loan B euro tranche repricing
and the whole term loan maturity extension to 2024 as marginally
credit positive.

"Following the financial policy revision to neutral, and because
we view the risk of releveraging as reduced, we take into account
the company's cash balance in our calculation of credit metrics. A
15% haircut reflects the cash not immediately available or needed
on balance sheet. Consequently, our base-case credit metrics are
calculated as slightly stronger than previously, with about 25%
adjusted funds from operations (FFO) to debt, well in the 20%-30%
range which we view as commensurate with the current rating."

S&P's base case continues to reflect the company's strong
operational performance while building a track record of superior
resilience to volatile oil prices, and assumes:

-- Unchanged EBITDA forecast of about EUR215 million in 2017 on
    an adjusted basis and after restructuring costs, and about
    EUR235 million-EUR245 million in 2018;

-- Capex of about EUR80 million in 2017, including consolidation
    capex in South Korea, moderating to about EUR60 million in
    2018; and

-- Moderate increase in working capital needs, reflecting rising
    oil price environment.

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

-- Comfortably positive free cash flows strengthening from next
    year as capex normalizes;

-- Adjusted FFO to debt of about 25% on average over 2017-2018;
    and

-- Adjusted debt to EBITDA at or slightly below 3.0x.

S&P said, "The stable outlook reflects our view that Orion should
continue to show a fair degree of operating resilience, supported
by pass-through clauses and pricing power. We also expect the
company's EBITDA to benefit from moderate market growth and
internal efficiency gains, while limiting the impact of
restructuring costs. Together with prudent capex, we think this
should result in comfortably positive free cash flows in the next
few years. We view adjusted debt to EBITDA of about 3.0x and
adjusted FFO to debt of about 25% as commensurate with the current
rating.

"An upgrade could stem from EBITDA growth, which is currently
constrained by the relatively niche nature of the carbon black
industry, although organic growth and bolt-on acquisitions could
ease size considerations. Together with expanded scope, we could
consider an upgrade if FFO to debt comfortably reached 30% and
debt to EBITDA improved to sustainably below 3.0x, either from
recurring positive free cash flows or further debt voluntary
repayments.

"A deterioration in credit metrics such that adjusted debt to
EBITDA exceeded 3.5x would likely weigh on the rating. This could
arise from unforeseen market deterioration, lost contracts, or an
unexpected drawback from oil price volatility. We could also lower
the ratings due to higher-than-expected working capital
requirements, capex impairing free cash flows, or a large debt-
funded acquisition."



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


CVC CORDATUS X: S&P Assigns Prelim B- Rating to Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to CVC
Cordatus Loan Fund X DAC's class A-1, A-2, B-1, B-2, C, D, E, and
F notes. At closing, the issuer will also issue unrated
subordinated notes.

CVC Cordatus Loan Fund X is a European cash flow collateralized
loan obligation (CLO), securitizing a portfolio of primarily
senior secured leveraged loans and bonds. The transaction will be
managed by CVC Credit Partners European CLO Management LLP.

The preliminary ratings assigned to the notes reflect S&P's
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 and
    portfolio profile 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 is expected 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 will permanently switch to semiannual
payment. The portfolio's reinvestment period will end
approximately four years after closing.

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary 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.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.60%), the
reference weighted-average coupon (4.25%), and the target minimum
weighted-average recovery rate at the 'AAA' rating level as
indicated by the collateral 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."

Bank of New York Mellon, London Branch is the bank account
provider and custodian. At closing, S&P anticipates that the
documented downgrade remedies will be in line with its current
counterparty criteria.

S&P said, "Under 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. At closing, we consider that the issuer will 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

Preliminary Ratings Assigned

CVC Cordatus Loan Fund X DAC

EUR415.10 Million Senior Secured Fixed- And Floating-Rate Notes
(Including EUR43.90 Million Unrated Subordinate Notes)

  Class          Prelim.          Prelim.
                 rating            amount
                                (mil. EUR)
  A-1            AAA (sf)          206.00
  A-2            AAA (sf)           30.00
  B-1            AA (sf)            45.60
  B-2            AA (sf)            10.00
  C              A (sf)             22.80
  D              BBB (sf)           21.60
  E              BB (sf)            23.20
  F              B- (sf)            12.00
  Sub.           NR                 43.90

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



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


ITALY: "GACS" State Guarantee Scheme Had Long Gestation
-------------------------------------------------------
Reuters reports that a complex scheme Italy conceived to help the
country's banks offload their bad loans seems ready at last to
deliver on its potential, as the lenders fight their way through a
mass of practical problems.

The "GACS" state guarantee scheme, aimed at easing a major concern
hanging over the Italian economy, has had a long gestation,
Reuters says.  European authorities approved the plan almost two
years ago, and one senior banker has compared the drawn-out task
of preparing debt sales under its rules with childbirth, Reuters
relates.

So far, only three sales totalling EUR2.8 billion have been struck
in the 15 months since Italy completed the GACS framework in
August 2016, of which EUR860 million carries state guarantees,
Reuters notes.

Italy still has a long way to go, Reuters states.  It accounts for
a quarter of the euro zone's US$1 trillion pile of bad debts left
over from the debt crisis, according to Reuters.  Pressure for
action is intense, with the European Central Bank still planning
to force euro zone banks to set aside more money against newly
soured loans, despite its openness to delaying the rules'
implementation, Reuters discloses.

A major concern for regulators is that the bad debt problem
compounds the weakness of Italian banks, which are major funders
of the country's public debt, one of the world's largest,
according to Reuters.

Fellow euro zone economy Spain rescued its troubled banks with
European help in 2012 while Greece, Ireland, Portugal and Cyprus
have tackled their bad debt mountains after taking sovereign
bailout programs, Reuters notes.

In Italy, the process has been much more drawn out, so rising
GACS-backed sales are part of the push to force lenders to clean
up their balance sheets while keeping losses to a minimum, Reuters
discloses.

At the heart of the GACS programme is a state guarantee that
protects buyers of the safest -- or most senior -- tranche in the
securitization, Reuters relays.  That lowers its risk to that of a
government bond, cutting the securitisation vehicle's financing
costs, according to Reuters.

Rome, Reuters says, took so long to act that new stricter EU
regulations now apply to such guarantees, restricting its freedom
of movement.  This has included the possibility of forcing small
bank bondholders to suffer losses, an idea which has provoked
strong political opposition, Reuters relates.


TIBET CMBS: Fitch Affirms BB Rating on EUR57.7MM Class D Notes
--------------------------------------------------------------
Fitch Ratings has revised the Outlook on two tranches of Tibet
CMBS S.r.l. to Positive as follows:

  EUR99.4 million Class A (IT0005082927): affirmed at 'AAsf';
  Outlook Stable

  EUR25.6 million Class B (IT0005082976): affirmed at 'Asf';
  Outlook revised to Positive from Stable

  EUR9.5 million Class C (IT0005082984): affirmed at 'A-sf';
  Outlook revised to Positive from Stable

  EUR57.7 million Class D (IT0005082992): affirmed at 'BBsf';
  Outlook Stable

Tibet CMBS S.r.l. is a CMBS transaction secured by a single loan
backed by a prime retail property in Milan.

KEY RATING DRIVERS

The affirmation reflects the strong performance of the Milan
retail property submarket hosting the underlying asset, a luxury
retail property. The property reports an increase in value to
EUR445 million (from EUR404 million a year ago), reflecting lower
yields as investor demand for luxury retail properties in Milan
strengthens. Growth in interest coverage to 1.71x from 1.35x
during the same period reflects rents being indexed to inflation
as well as rental discounts rolling off, but is also consistent
with a 12.5% rise in prime rent over the same period.

Since the Tibet transaction closed in 2015, prime market rents
along Via Montenapoleone as reported to Fitch by Cushman and
Wakefield have grown to their current EUR13,500/square metre from
around EUR8,000/square metre. This sharp growth in quoted rent,
mirrored by major luxury retail property submarkets globally, does
not translate neatly into property rental value as prime quoted
retail rental value refers to space nearest the store frontage,
which also tends to be most volatile. Moreover, Fitch rebases
rental value to trend, which is well below current quotes.

Nevertheless, Fitch identifies a portion of the market rental
growth since closing as sustainable, in addition to a mild
reduction in long-term yields. This is the backdrop for the
Positive Outlooks on class B and C (the rating of the class A is
capped by Italy's wider 'country risk' factors).

The class D notes account for a material increase in debt and is
more exposed to property operations - such as the lack of progress
developing hotel lodging space within the building. Fitch
understands from investor reporting that plans to refurbish the
upper level space leased to the adjoining Four Seasons-flagged
hotel (owned by the borrower) into luxury suites have been
suspended. As this area is not typical retail or office space,
finding a new tenant on similar terms (contractual gross rent is
EUR502,000 per annum) will be a challenge. For this reason Fitch
gives no credit to rental income in this part of the building
beyond the break option in November 2023.

RATING SENSITIVITIES

Fitch estimates 'Bsf' proceeds of around EUR225 million.

Significant deterioration in the business model of luxury
retailers that reduces their requirement for flagship space could
result in a downgrade of the notes. If the Republic of Italy is
downgraded, Fitch would expect to reflect this by downgrading the
senior notes. If performance of rent and yield continues to
strengthen, an upgrade of the class B and C notes may be
warranted.



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


NATIONAL COMPANY FCC: Moody's Lowers CFR to B1, Outlook Neg.
------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the
corporate family rating (CFR) and to B1-PD from Ba3-PD the
probability of default rating (PDR) of National Company Food
Contract Corporation JSC (FCC), a government-related, key grain
market player in Kazakhstan.

Moody's has also downgraded the rating of FCC's outstanding
KZT33.3 billion notes due December 2018 to B1 (LGD4) from Ba3
(LGD4).

The outlook on all the ratings has been changed to negative from
stable.

Concurrently, Moody's has downgraded FCC's baseline credit
assessment (BCA) -- which reflects FCC's standalone credit
strength -- to caa1 from b3.

The action on FCC's ratings and BCA reflects the deterioration in
the company's liquidity as well as a deeper-than-expected
weakening of its financial profile over the first nine months of
2017. A sustainable recovery in FCC's liquidity and financial
profile to levels commensurate with a higher BCA and rating
through 2018 is uncertain, given the financial weakness of the
domestic farming sector, as reflected by the latter's significant
overdue liabilities to FCC and low global grain prices. Such a
situation limits earnings from the company's commercial operations
and increases its call and dependence on the government's funding.

RATINGS RATIONALE

The downgrade of FCC's ratings and BCA reflects the deterioration
in the company's liquidity since early this year and heightened
refinancing risk in relation to the KZT33.3 billion notes due
December 2018.

As of now, FCC's cash reserves are significantly lower than its
debt maturities through 2018, of which the largest is represented
by the notes. Available long-term credit facilities are not
intended to refinance the notes. Given FCC's negative operating
cash flow for the first nine months of 2017 and uncertainty over a
material and sustained recovery in the next 12-18 months, FCC may
find it difficult to address the liquidity gap on its own and will
likely need support from its sole shareholder, state-owned JSC
National Holding Company KazAgro (KazAgro).

FCC's financial profile deteriorated more than expected for the
first nine months of 2017, even after taking into account seasonal
factors, due to weakening global grain prices. FCC's EBITDA and
funds from operations for the period were materially negative. In
Moody's view, a sustainable recovery and improvement in cash flow
generation and earnings through 2018 are unlikely as the global
grain market remains oversupplied and prices are expected to
stabilize at low levels.

FCC's earnings from commercial grain exports will remain under
pressure. The company will be increasingly dependent on government
funding to support domestic farmers.

The financial weakness of domestic farmers will continue,
challenging FCC's plan to collect a sizable amount of trade
receivables from them by the end of 2018 and hence increase its
cash flow. A half of FCC's total accounts receivable, or KZT23.5
billion, was overdue for up to 30 days at the end of 2016, with no
material progress in collecting them having been reported by
company through September 2017.

Moody's particularly notes that FCC has either lost or found it
difficult to access some of its cash in troubled Kazakh banks,
which has additionally reduced its liquidity. The prospects for
the recovery of these assets or the renewal of access to them
remain uncertain, in Moody's view. In particular, as of mid-2017,
FCC had accrued an impairment of KTZ5.7 billion on cash placed
with a failed bank, Kazinvestbank JSC.

At the same time, FCC's ratings and BCA positively recognize FCC's
status as the state grain trader with a long track record of
operations in domestic and international markets, and its
established relationship with farmers, grain storage companies and
foreign banks.

Moody's positively factors in the track record of the state
support received by FCC on an ongoing basis to perform its market-
support functions. However, Moody's notes that the support
provided this year has not been sufficient to offset the recent
deterioration in FCC's liquidity and financial profile. Moody's
understands that FCC expects to access low-cost government funding
but the relevant government decisions have yet to be made,
including those on the specific amount, terms and conditions of
the funding.

Moreover, Moody's notes that the recently announced sizable,
non-cash transaction between FCC, its parent, KazAgro, and a
troubled Kazakhstan bank, JSC Delta Bank, could have been credit
negative for FCC, but as such, did not prompt a downgrade of FCC's
rating as Moody's expects the transaction to be reversed shortly.

If it were otherwise, Moody's could downgrade FCC's ratings. Under
the transaction, FCC acquired from KazAgro claims on the bank and
subsequently acquired from the bank claims on some of its farmer
borrowers. The transaction would negatively affect FCC's balance
sheet, even though it is a non-cash transaction and FCC's taken
claims and respective liabilities to KazAgro are long term.
Moody's understands that, before the end of the year, FCC will
transfer these claims back and hence annul the respective
liabilities to KazAgro. According to the company, the transaction
is a technical one, initiated by KazAgro, with FCC to act as an
intermediary to help KazAgro close its cooperation with the bank.

Given that FCC is fully controlled by the government of Kazakhstan
(Baa3 stable) through KazAgro, FCC's B1 ratings, which are three
notches above the company's standalone credit quality (as measured
by the BCA), reflect the impact of Moody's joint-default analysis,
which includes assumptions of the strong probability of support
from the government in a case of financial distress and high
credit linkages between the company and the government. These
assumptions remain unchanged. Moody's believes that FCC is
important for the government, as represented by KazAgro, and
expects that FCC will be supported in case of need.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook on FCC's ratings indicates Moody's concerns
over the company's weak liquidity and its ability to sustainably
and materially improve its cash flow generation and earnings in
the next 12-18 months. The outlook could return to stable if the
company improves its medium-term liquidity, in particular, by
successfully refinancing the notes due December 2018 in line with
its plans.

WHAT COULD CHANGE THE RATINGS DOWN/UP

The ratings are likely to be downgraded if the company is unable
to address the refinancing risk related to its maturing notes in a
timely manner. Downward pressure on the ratings would also develop
if (1) there were significant downward pressure on Kazakhstan's
sovereign rating; (2) FCC's financial profile continued to
deteriorate, further challenging the company's business and debt
service capacity; or (3) there is a decline in the probability of
government extraordinary support in the event of financial
distress.

If, contrary to FCC's plans, FCC's recent transaction with KazAgro
and Delta Bank is not reversed, this could also create downward
pressure on FCC's BCA and the final ratings.

Given the negative outlook, upward pressure on the ratings is
currently unlikely.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were Trading Companies
published in June 2016, and Government-Related Issuers published
in August 2017.

National Company Food Contract Corporation JSC (FCC) is the Kazakh
state grain trader fully owned by the government of Kazakhstan
through JSC National Holding Company KazAgro. Apart from its
commercial operations, the company retains its regulatory
functions for the domestic grain market, which includes (1)
ensuring food security in the country by maintaining sufficient
grain reserves; (2) guaranteeing the stability of the country's
grain market; and (3) developing the export-related infrastructure
of the domestic grain industry. Under recent reforms, the company
is also assuming a new role as the national agricultural export
center, which implies developing export operations for other
agricultural products. For the 12 months to September 2017, FCC
generated revenue of KZT9.2 billion ($27 million).



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


SWISSPORT GROUP: S&P Lowers CCR to 'B-' on Weak Credit Profile
--------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating
on Luxembourg-based airport services provider Swissport Group
S.a.r.l. and the group's related entities to 'B-' from 'B'. The
outlook is stable.

S&P said, "At the same time, we lowered our issue rating on the
senior secured EUR460 million term loan B and EUR364 million
senior secured notes issued by Swissport Financing S.a.r.l. to 'B-
' from 'B'. The recovery rating on the debt remains '3',
reflecting our expectations of recovery in the 50%-70% range
(rounded estimate: 55%) in the event of default.

"We also lowered our issue rating on the group's remaining senior
unsecured notes to 'CCC' from 'CCC+'. The recovery rating on this
debt remains '6', indicating our expectation of negligible
recovery (0%-10%) in the event of a default.

"We lowered our issue rating on the Swiss franc (CHF) 110 million
senior secured revolving credit facility (RCF) issued by Swissport
International Ltd. to 'B-' from 'B'. The recovery rating on this
instrument remains unchanged at '3', reflecting our recovery
expectations in the 50%-70% range (rounded estimate: 55%) in the
event of a payment default.

"The downgrade follows our downward revision of HNA Group's group
credit profile (GCP) to 'b' from 'b+', reflecting the group's
tightening liquidity and sizable debt maturities. HNA Group is the
controlling owner of Swissport, and we consider Swissport to be a
moderately strategic subsidiary of the HNA Group because the
company provides backward integration to its airline businesses
through its ground handling and cargo operations. Our ratings on
Swissport are therefore affected by our view of HNA Group's
aggressive acquisition policy, tolerance for high leverage, and
contracting liquidity burdened by significant debt maturities over
the next several years. While HNA Group continues to access the
capital markets, its funding costs appear to be meaningfully
higher than a year ago. We are closely monitoring HNA Group's
access to, and cost of, external sources of funding to determine
whether a further reassessment of its GCP is necessary.

"Our view of a group member's overall creditworthiness
incorporates the likelihood of it receiving financial support from
the group (or being subject to negative intervention). We may
include a positive notch of adjustment in our rating on group
subsidiary from its stand-alone credit profile (SACP), if we think
the parent is willing and has the ability to provide financial
support to the subsidiary in case of financial stress. This was
previously our view of Swissport, which we rated one notch above
its SACP. However, with the recent deterioration in HNA Group's
credit profile, we believe the group will be less willing to
support Swissport during financial stress. We therefore now rate
Swissport in line with its SACP and no longer incorporate a notch
of uplift reflecting potential group support.

"Our SACP on Swissport is unchanged at 'b-', which takes into
consideration the company's highly leveraged financial profile and
the lack of well-defined parameters for its proposed acquisitions,
such as the recently announced acquisition of Australia-based
ground handler Aerocare, combined with the risks that the
company's credit measures may deteriorate beyond our forecasts.
Furthermore, according to our base case, the company will continue
generating negative free cash flows in 2017 and 2018. Management
has proposed to finance future acquisitions with equity or with a
combination of equity and debt, and we believe that about EUR400
million of cash equity, which Swissport currently lends to an
affiliate company of HNA Group outside mainland China for an 8%
interest coupon, is earmarked for acquisitions."

HNA Group injected EUR718 million of pure cash equity into
Swissport in April 2017, to mitigate a technical breach of
nonfinancial covenants. In August 2017, the term loan B subject to
these covenants was refinanced and Swissport used EUR200 million
to repay the loan. In August 2017, Swissport's board approved to
lend up to EUR400 million to a related party until February 2018,
with up to a 90-day maturity. These loans support S&P's view that
HNA Group could divert assets from Swissport or burden it with
liabilities in the event of financial stress.

S&P said, "On a stand-alone basis, we view Swissport's capital
structure as highly leveraged, underpinned by our forecast of S&P
Global Ratings-adjusted debt to EBITDA of about 6.0x over the next
12 months. Swissport's cash generation was negative in the first
nine months of 2017 (about EUR88 million), due to working capital
needs and extraordinary costs. Because of its high interest
expense (albeit reducing after the most recent capital structure
transactions), working capital needs, and capital expenditures
(capex), we forecast that Swissport will continue to generate
negative free cash flow in the next 12 months.

"Our business risk assessment continues to reflect Swissport's
position as a leading independent provider of ground handling
services and its well-diversified customer base. We view favorably
Swissport's international footprint in the ground handling market
with more than 800 customers at more than 230 airports around the
globe. However, we consider the EUR70 billion-EUR90 billion global
ground handling market as highly fragmented. Traditionally, ground
handling services have been provided by airports or airlines
themselves, but the opening up of the market has resulted in the
outsourcing of up to 50% of ground handling services globally to
third parties such as Swissport, according to the International
Air Transport Association.

"The stable outlook reflects our view that Swissport will likely
maintain or improve its profitability, especially when it fully
realizes synergies from its acquisitions and successfully executes
its growth strategy in Asia and the Middle East.

"We furthermore anticipate a gradual improvement of credit
measures in the next 12 months, including adjusted EBITDA interest
coverage of about 2.0x and debt to EBITDA below 6.0x. We also
anticipate that the company will maintain adequate liquidity.

"We could lower our rating if Swissport's free operating cash flow
(FOCF) remained negative for an extended period of time and if its
liquidity deteriorated materially indicating a risk of a
shortfall. This could be the result of significantly weaker
operating performance, increased interest expense due to debt-
funded acquisitions, or tightening of its RCF covenant headroom,
pointing to a likelihood of a covenant breach.

"We could raise our rating on Swissport if we revised upward the
GCP on HNA Group to 'b+' from 'b'. Furthermore, we could upgrade
Swissport if its adjusted debt to EBITDA improved sustainably to
below 5.0x and if its FOCF generation turned positive. We could
also upgrade the company if we gained better visibility on its
financial policy, including the impact of its future acquisition
strategy on its credit measures."



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


CONISTON CLO: Moody's Affirms 'B3' Rating on Class F Notes
----------------------------------------------------------
Moody's Investors Service has upgraded 2 classes of notes issued
by Coniston CLO B.V. and affirmed 2 classes of notes of the same
transaction.

-- EUR24 million Class C Deferrable Interest Floating Rate Notes
    due 2024, Affirmed Aaa (sf); previously on Jan 16, 2017
    Upgraded to Aaa (sf)

-- EUR17.6 million Class D Deferrable Interest Floating Rate
    Notes due 2024, Upgraded to Aaa (sf); previously on Jan 16,
    2017 Upgraded to A2 (sf)

-- EUR19.6 million Class E Deferrable Interest Floating Rate
    Notes due 2024, Upgraded to Ba1 (sf); previously on Jan 16,
    2017 Affirmed Ba3 (sf)

-- EUR6.4 million (Current outstanding amount of EUR3.8M) Class F
    Deferrable Interest Floating Rate Notes due 2024, Affirmed B3
    (sf); previously on Jan 16, 2017 Affirmed B3 (sf)

RATINGS RATIONALE

The main driver of rating actions is the continued deleveraging of
the transaction since the last rating action in January 2017
through full amortization of the Class A2 notes and Class B notes
as well as paydown of the Class C notes following repayments on
the underlying portfolio.

On the October 2017 payment date, the Class C notes paid down by
EUR6.5 million, as a result of which overcollateralization (OC)
ratios have increased significantly. According to the trustee
report of October 30, 2017, the Class C, Class D, Class E and
Class F ratios are reported at 200.7%, 147.7%, 114.2% and 109.4%
respectively, compared to May 2017 levels of 176.6%, 136.6%,
109.1% and 105.1%. Moody's notes that the October 2017 principal
payments are not reflected in the OC ratios reported.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds of EUR61.3 million, defaults
of EUR6.5 million, a weighted average default probability of
14.72% (consistent with a WARF of 2351 over a weighted average
life of 3.9 years), a weighted average recovery rate upon default
of 42.7% for a Aaa liability target rating, a diversity score of
12, a weighted average spread of 3.4% and a weighted average
coupon of 4.6%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. Moody's generally applies recovery rates for CLO
securities as published in "Moody's Approach to Rating SF CDOs".
In some cases, alternative recovery assumptions may be considered
based on the specifics of the analysis of the CLO transaction. In
each case, historical and market performance and a collateral
manager's latitude to trade collateral are also relevant factors.
Moody's incorporates these default and recovery characteristics of
the collateral pool into its cash flow model analysis, subjecting
them to stresses as a function of the target rating of each CLO
liability being analysed.

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed a lower weighted average recovery rate for
the portfolio. Moody's ran a model in which it reduced the
weighted average recovery rate by 6%; the model generated outputs
that were unchanged compared to base-case results for Classes C
and within one of the base-case results for Classes E and F.

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

Additional uncertainty about performance is due to the following:

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

2) Recoveries on defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
collateralisation levels. Further, the timing of recoveries and
the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market
prices. 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.


EUROSAIL-NL 2007-2: S&P Places Ratings on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings placed on CreditWatch negative all of its
credit ratings in Eurosail-NL 2007-2 B.V.

The CreditWatch negative placements reflect the termination of the
liquidity facility.

On Nov. 13, 2017, the liquidity facility agreement between Danske
Bank A/S (A/Stable/A-1), as liquidity facility provider, and the
issuer was not renewed. In addition, the liquidity facility
provider refused to draw the whole amount of the liquidity
facility into the transaction account bank.

S&P said, "We understand that the issuer is considering taking
legal action against the liquidity facility provider.

"The cancellation of the liquidity facility agreement, combined
with the potential additional legal cost that the issuer may
incur, could have a negative effect on our ratings on the
outstanding notes. Therefore, we have placed on CreditWatch
negative our ratings on Eurosail-NL 2007-2's class A, M, B, C, and
D1 notes.

"We will resolve these CreditWatch negative placements following
discussions with the transaction participants.
The assets backing Eurosail-NL 2007-2 are nonconforming
residential mortgage loans originated by ELQ Hypotheken N.V."

RATINGS LIST

  Class              Rating
              To                      From

  Ratings Placed On CreditWatch Negative

  Eurosail-NL 2007-2 B.V.

  EUR353.675 Million Mortgage-Backed Floating-Rate Notes Including
  An Overissuance Of EUR3.675 Million Excess Spread-Backed
  Floating Rate Notes

  A           AA (sf)/Watch Neg       AA (sf)
  M           AA- (sf)/Watch Neg      AA- (sf)
  B           BB+ (sf)/Watch Neg      BB+ (sf)
  C           B+ (sf)/Watch Neg       B+ (sf)
  D1          B- (sf)/Watch Neg       B- (sf)


OI EUROPEAN: Moody's Rates US$310MM Sr. Unsecured Notes Ba3
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$310 million senior unsecured notes of OI European Group B.V., a
subsidiary of Owens-Illinois Inc. ("OI"). The company's Ba3
Corporate Family Rating (CFR), Ba3-PD Probability of Default
Rating (PDR) and other ratings remain unchanged. The rating
outlook is stable. The proceeds from the new senior unsecured
notes will be used to repay senior secured term loan A due April
2020.

OI's Ba3 corporate family rating, Ba3-PD probability of default
rating are unchanged as the transaction is largely leverage
neutral.

Moody's took the following rating action:

Issuer: OI European Group B.V.

Assigned $310 million Senior Unsecured Notes due 2023, Ba3 (LGD3)

The following rating actions are unchanged:

Issuer: Owens-Illinois Inc.

-- Ba3 Corporate Family Rating

-- Ba3-PD Probability of Default Rating

-- Senior Unsecured Notes, B2 (LGD6)

-- SGL-2 Speculative Grade Liquidity Rating

Issuer: Owens-Brockway Glass Container, Inc.

-- Senior Secured Revolving Credit Facility, Baa3 (LGD2)

-- Senior Secured Multicurrency Revolving Credit Facility, Baa3
    (LGD2)

-- Senior Secured Term Loan, Baa3 (LGD2)

Senior Unsecured Notes, B1 (LGD5)

Issuer: OI European Group B.V.

-- GTD. Senior Unsecured Notes, Ba3 (LGD3)

The ratings outlook is stable.

The ratings are subject to the receipt and review of final
documentation.

RATINGS RATIONALE

The Ba3 Corporate Family Rating reflects OI's leading position in
the glass packaging industry, wide geographic footprint and
continued focus on profitability over volume. The company has led
the industry in establishing and maintaining a strong pricing
discipline and improving operating efficiencies which has had a
measurable impact on its operating performance and the competitive
equilibrium in the industry. OI is one of only a few major players
that have the capacity and scale to serve larger customers and has
strong market shares globally, including in faster growing
emerging markets. The company has a wide geographic footprint and
the industry is fairly consolidated in many markets.

The ratings are constrained by the high concentration of sales,
high percentage of premium products and the asbestos liabilities.
The ratings are also constrained by the mature state of the
industry, cyclical nature of glass packaging and lack of growth in
developed markets. Glass is considered a package for premium
products and subject to substitution and trading down in an
economic decline. OI is heavily concentrated with a few customers
in the beer industry and has a high concentration of sales in
mainstream bottled beer. Additionally, OI generates approximately
two-thirds of its sales internationally while the majority of the
interest expense is denominated in U.S. dollars (approximately 40%
of debt is in Euros, but at lower rates than the USD debt).

The ratings could be upgraded if there is evidence of a
sustainable improvement in credit metrics within the context of a
stable operating profile and competitive position. Specifically,
the ratings could be upgraded if funds from operations to debt
increases to greater than 16%, EBITDA to interest expense
increases above 5.0 times and debt to EBITDA declines below 4.0
times.

The ratings could be downgraded if there is deterioration in the
credit metrics, further decline in the operating and competitive
environment, and/or further increase in the asbestos liability.
While further large acquisitions are not anticipated, the rating
and/or outlook could also be downgraded for extraordinarily large,
debt-financed acquisitions or significant integration difficulties
with any acquired entities. Specifically, the ratings could be
downgraded if funds from operations to debt remains below 12.5%,
debt to EBITDA remains above 4.8 times, and/or the EBITDA to
interest expense remains below 4.0 times.

The principal methodology used in this rating was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Headquartered in Perrysburg, Ohio, Owens-Illinois Inc. ("OI") is
one of the leading global manufacturers of glass containers. The
company has a leading position in the majority of the countries
where it operates. OI serves the beverage and food industry and
counts major global beer and soft drink producers among its
clients. Revenue for the 12 months ended September 2017 was
approximately $6.8 billion.


TIKEHAU CLO: Moody's Assigns B2 Rating to Class F-R Notes
---------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to six
classes of notes ("Refinancing Notes") issued by Tikehau CLO B.V.:

-- EUR161,000,000 Class A-1R Senior Secured Floating Rate Notes
    due 2028, Definitive Rating Assigned Aaa (sf)

-- EUR39,000,000 Class B-R Senior Secured Floating Rate Notes
    due 2028, Definitive Rating Assigned Aa2 (sf)

-- EUR28,000,000 Class C-R Senior Secured Deferrable Floating
    Rate Notes due 2028, Definitive Rating Assigned A2 (sf)

-- EUR16,000,000 Class D-R Senior Secured Deferrable Floating
    Rate Notes due 2028, Definitive Rating Assigned Baa2 (sf)

-- EUR21,200,000 Class E-R Senior Secured Deferrable Floating
    Rate Notes due 2028, Definitive Rating Assigned Ba2 (sf)

-- EUR7,800,000 Class F-R Senior Secured Deferrable Floating
    Rate Notes due 2028, Definitive Rating Assigned B2 (sf)

Additionally, Moody's has affirmed the Class A-2 Senior
Fixed/Floating rated issued by Tikehau in 2015:

-- EUR40,000,000 Class A-2 Senior Secured Fixed/Floating Rate
    Notes due 2028, Affirmed Aaa (sf); previously on Jul 15, 2015
    Definitive Rating Assigned Aaa (sf)

RATINGS RATIONALE

Moody's definitive ratings of the Refinancing Notes address the
expected loss posed to noteholders. The definitive ratings reflect
the risks due to defaults on the underlying portfolio of assets,
the transaction's legal structure, and the characteristics of the
underlying assets.

The Issuer issued the Refinancing Notes in connection with the
refinancing of the following classes of Original Notes: Class A-1
Notes, Class B Notes, Class C Notes, Class D Notes, Class E and
Class F Notes due August 4, 2028 (the "Original Notes"),
previously issued on July 15, 2015 (the "Original Closing Date").
On the refinancing date, the Issuer will use the proceeds from the
issuance of the Refinancing Notes to redeem in full its respective
Original Notes. On the Original Closing Date, the Issuer also
issued the Class A-2 Notes as well as one class of subordinated
notes, which will remain outstanding.

As part of this refinancing, the Issuer extended the weighted
average life by 18 months and amended the OC trigger level of some
tranches. In addition, it amended the base matrix and the level of
the WARR modifiers.

Tikehau is a managed cash flow CLO. The issued notes are
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans and eligible investments, and up
to 10% of the portfolio may consist of second lien loans and
unsecured loans. The underlying portfolio is 100% ramped as of the
refinancing date.

Tikehau Capital Europe Limited (the "Manager") manages the CLO. It
directs the selection, acquisition, and disposition of collateral
on behalf of the Issuer and may engage in trading activity,
including discretionary trading, during the transaction's
reinvestment period. After the reinvestment period, which ends in
August 2019, the Manager may reinvest unscheduled principal
payments and proceeds from sales of credit risk obligations and
credit improved obligations, subject to certain restrictions.

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

Methodology Underlying the Rating Action:

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

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

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

Loss and Cash Flow Analysis:

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

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

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

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

Target Par Amount: EUR340,000,000

Defaulted par: EUR0

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2840

Weighted Average Spread (WAS): 4.00%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 40.00%

Weighted Average Life (WAL): 7.13 years

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
government bond ratings of A1 or below. According to the portfolio
constraints, the total exposure to countries with a local currency
country risk bond ceiling ("LCC") below Aa3 shall not exceed 10%,
the total exposure to countries with a LCC below A3 shall not
exceed 5% and the total exposure to countries with LLC below Baa3
shall not be greater than 0%.

Stress Scenarios:

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

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

Percentage Change in WARF -- increase of 15% (from 2840 to 3266)

Rating Impact in Rating Notches:

Class A-1R Senior Secured Floating Rate Notes: 0

Class A-2 Senior Secured Fixed/Floating Rate Notes: 0

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

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

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

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

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

Percentage Change in WARF -- increase of 30% (from 2840 to 3692)

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

Class A-2 Senior Secured Fixed/Floating Rate Notes: -1

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

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

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

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

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



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


MILLENNIUM BCP: S&P Affirms 'BB-/B' Counterparty Credit Ratings
---------------------------------------------------------------
S&P Global Ratings said that it has revised to positive from
stable the outlook on Portugal-based bank Millennium bcp (BCP). At
the same time, S&P affirmed the long- and short-term counterparty
credit ratings on BCP and Haitong Bank S.A. at 'BB-/B'. The
outlook on Haitong remains negative. S&P also affirmed its 'BBB-
/A-3' ratings on BPI and its core subsidiary, Banco Portugues de
Investimento S.A. The outlooks remain stable.

RATIONALE

S&P said, "Our more positive view of the Portuguese banking sector
reflects our expectation that banks will keep making good progress
in their restructuring plans. We have seen this already; the
majority of banks (namely the largest ones) have shrunk their
operating costs by about 30%-35% since 2010 via staff cuts and
branch closures. With an expected GDP growth of 2.2% annually over
2018-2020, we also believe the more benign macroeconomic
environment in Portugal will likely support banks in tackling
pending challenges, particularly restoring domestic profitability
and reducing their large stock of nonperforming exposures (NPEs).
We therefore forecast the NPE ratio for the banking sector will
decline to about 17.5% by end-2019 from about 20.0% at end-2016.
The finalization of the sale of Novo Banco has also assuaged our
concerns about what a possible resolution of the bank could mean
for banking sector stability."

Still weak profitability prospects, a large stock of NPEs, and
restricted access to wholesale funding weigh on our view of the
Portuguese banks. Banks' recurrent earnings generation capacity on
domestic operations remains modest and their operating costs are
still high in comparison with other European banking sectors. We
expect the Portuguese banking system to remain loss-making in 2017
and to report only limited profitability in 2018. The high NPE
stock, although decreasing, will continue to weigh on banks'
balance sheets and profitability for a few years and will likely
remain higher than other European banking sectors. In addition,
S&P expects above-average credit losses to persist, approaching
0.9% of average gross loans by 2019. Finally, Portuguese banks'
affordable access to the wholesale debt markets is limited, which
has made them reliant on funding support from the ECB--although
diminishing.

S&P said, "In this context, we expect BCP will continue reducing
its larger-than-peers stock of NPEs. Lower net new inflows,
disposal of selected portfolio of NPEs, and write-offs are likely
to contribute favorably to the downward trend of the domestic NPE
stock. We therefore anticipate the bank's gross NPE ratio to
decrease to about 12% by end-2019, from 16% as of Sept. 30, 2017.
We already noted a decrease of about EUR1.3 billion in the first
nine months of 2017, which saw the NPE ratio trend down from 18%
at end-2016. Still, BCP's stock of NPEs remains higher than we had
observed for some rated domestic and international peers, which
represents a tail risk if the domestic economic recovery turns out
to be weaker than expected.

"On the back of the more sustained economic recovery and moderate
decrease in credit losses in Portugal, we expect BCP's
profitability to gradually improve, with domestic returns gaining
an increasing share of total returns. In particular, we anticipate
domestic profitability will start generating modest net profits
from 2018 onward after being at breakeven in 2017. First,
diminishing costs of funding will cushion the impact of
persistently low interest rates and still muted lending growth.
Second, credit costs, although absorbing more than two-thirds of
preprovision operating income, will significantly decrease from
2016. That year, it was inflated by about EUR496 million of
additional provision charges the bank posted to increase NPE
coverage. Third, operating costs will decrease only slightly,
because BCP already went through an important restructuring
entailing about 25% staff cuts and 30% branch closures since 2011.
That said, recurrent bottom-line results will continue to be
primarily supported by the performance of the bank's international
units."

Although more supportive conditions in the Portuguese banking
sector might benefit BPI's stand-alone creditworthiness, the
outlook on BPI remained stable because BPI's ratings are capped at
Portugal's sovereign rating level. S&P said, "Indeed, we do not
consider BPI eligible to be rated above the sovereign rating, in
light of our view that Caixabank would be unlikely to sufficiently
support BPI during the stress associated with a hypothetical
sovereign default. We continue to incorporate three notches of
parental support into BPI's long-term rating, reflecting its
status as a strategic subsidiary of Caixabank. We still consider
BPI to be an important asset in Caixabank's long-term strategy.
However, improving BPI's domestic profitability is a managerial
challenge for Caixabank, which prevents us from reclassifying BPI
as a core subsidiary at this time."

The ratings affirmation on Haitong signifies that the improving
Portuguese operating environment will only partly offset the
mounting downside pressure on the bank's financial and business
profiles. Haitong's internal capital generation capacity is also
not as linked to the domestic macroeconomic environment as that of
other Portuguese banks due to the global nature of its investment
banking activities and the fact that the bulk of its revenues are
generated abroad.

S&P said, "We still consider that Haitong's lack of scale in the
highly competitive investment banking market and the challenges
faced by new management in reshaping the bank's business model
undermine its creditworthiness. The synergies from the integration
with its Chinese parent have not yet materialized. The bank has
been structurally loss-making since its acquisition in 2015 and
preprovision losses have continued to widen. Specifically, it
posted a pretax loss of EUR91 million in first-half 2017 compared
with a loss of EUR15 million for the same period of 2016.
Moreover, we consider that the bank will remain loss-making beyond
2018 and our RAC ratio will drop to close to 5.0% by end-2019 from
5.4% expected at end-2017.

OUTLOOKS

BCP

S&P said, "The positive outlook on BCP indicates that we could
raise our long-term rating over the next 12-18 months if we
anticipate Portugal's more benign macroeconomic environment will
help banks tackle pending challenges, particularly restoring
domestic profitability, reducing nonperforming asset stocks and
credit impairments, and accessing external financing. This will
ultimately result in a strengthening of banks' creditworthiness
and therefore a higher anchor for Portuguese banks.

"Specifically, we anticipate that BCP will reduce its stock of
NPEs accumulated during the crisis such that the NPE ratio
approaches a level close to 12% by end-2019 while aligning its NPE
coverage to that of the domestic system.

"We could revise the outlook back to stable if we do not see
prospects of the operational environment in Portugal easing
further for banks, or if other risks offset the potential benefits
of more supportive domestic conditions. This could happen if BCP's
capitalization were to materially weaken and the balance sheet
derisking process were to slow down substantially."

BANCO BPI

S&P said, "The stable outlook on BPI reflects our view that the
bank's parental support will not likely change materially over the
next 24 months, nor will the sovereign rating.

"We could raise the ratings if we raised our long-term sovereign
ratings on Portugal and if, at the same time, we anticipated that
either: i) the operational environment in Portugal has improved;
ii) BPI's domestic profitability and market positioning has
improved. This might most likely stem from a strengthened
partnership with Caixabank; iii) BPI's risk-adjusted capital ratio
sustainably exceeded 5%; or iv) BPI's importance to the parent
strengthened.

"This is because BPI would not be eligible to be rated above the
sovereign rating in light of our view that Caixabank would be
unlikely to sufficiently support BPI during the stress associated
with a hypothetical sovereign default.

"Because of these factors, we expect that a negative rating action
on Portugal would lead to a similar action on BPI. We could also
lower the ratings on BPI if its combined capital and risk profile
were to worsen (as long as we do not see the bank becoming highly
strategic for its parent and thus eligible for more parental
support). Finally, although unlikely at this stage, we could lower
the ratings on BPI if we were to consider BPI's importance to its
parent to have weakened."

HAITONG

The negative outlook on Haitong reflects the possibility of a
downgrade in the next 12 months -- despite a more benign
Portuguese macroeconomic environment -- if we anticipate an
additional deterioration of its financial and business risk
profiles. Specifically, this could happen if the bank looks likely
to remain operationally loss-making for longer than anticipated or
if management fails to turn around its business model. S&P said,
"It could also occur if our projected RAC ratio were to again fall
below 5%. Moreover, we could also lower our ratings if we consider
that the funding and liquidity metrics have deteriorated."

S&P said, "We could revise the outlook to stable if we saw an
improvement in both asset quality and internal capital generation,
while the bank delivers on its business model turnaround.
Specifically, this could happen if Haitong managed to improve its
operating profitability and reduced the stock of impaired assets,
bringing its nonperforming loan ratio to a level more comparable
to that of peers."

  BICRA Score Snapshot*
  Portugal                      To                 From
  BICRA                         7                   7

  Economic Risk                 6                   6
   Economic resilience        Intermediate risk  Intermediate risk
   Economic Imbalances        High risk          High risk
   Credit risk in the economy High risk          High risk

  Industry risk                 7                  7
    Institutional framework   Intermediate risk  Intermediate risk
    Competitive dynamics      Very high risk     Very high risk
    Systemwide funding        High risk          High risk

  Trends
    Economic risk trend       Stable             Stable
    Industry risk trend       Positive           Stable

* Banking Industry Country Risk Assessment (BICRA) economic risk
and industry risk scores are on a scale from 1 (lowest risk) to 10
(highest risk).

RATING SCORE SNAPSHOTS

BCP
                               To                  From
  Issuer Credit Rating         BB-/Positive/B      BB-/Stable/B

  SACP                         bb-
   Anchor                      bb
  Business Position            Adequate (0)
  Capital and Earnings         Moderate (0)
  Risk Position                Moderate (-1)
  Funding and Liquidity        Average and Adequate (0)

  Support                      (0)
   ALAC Support                (0)
  GRE Support                  (0)
  Group Support                (0)
  Sovereign Support            (0)

  Additional Factors           (0)

BANCO BPI

  Issuer Credit Rating         BBB-/Stable/A-3

  SACP                         bb-
   Anchor                      bb
  Business Position            Adequate (0)
  Capital and Earnings         Weak (-1)
  Risk Position                Adequate (0)
  Funding and Liquidity        Average and Adequate (0)

  Support                      (3)
   ALAC Support                (0)
  GRE Support                  (0)
  Group Support                (3)
  Sovereign Support            (0)

  Additional Factors           (0)

HAITONG

  Issuer Credit Rating          BB-/Negative/B

  SACP                          b-
   Anchor                       bb
  Business Position             Weak (-2)
  Capital and Earnings          Moderate (0)
  Risk Position                 Weak (-2)
  Funding and Liquidity         Average and Adequate (0)

  Support                       (+3)
   ALAC Support                 (0)
  GRE Support                   (0)
  Group Support                 (+3)
  Sovereign Support             (0)

  Additional Factors            (0)

Ratings List

Banco BPI S.A.

Ratings Affirmed

  Banco BPI S.A.
  Banco Portugues de Investimento S.A.
  Banco BPI, S.A. (Cayman Islands Branch)
   Counterparty Credit Rating             BBB-/Stable/A-3

  Banco BPI S.A.
   Senior Unsecured                       BBB-

  Banco BPI Cayman Ltd.
   Commercial Paper (1)                   A-3

  Banco Comercial Portugues S.A.

Ratings Affirmed; CreditWatch/Outlook Action
                                        To                 From
  Banco Comercial Portugues S.A.
   Counterparty Credit Rating      B-/Positive/B     BB-/Stable/B

Ratings Affirmed

  BCP Finance Bank Ltd.
   Senior Unsecured (2)                   BB-

  BCP Finance Co.
   Preference Stock (2)                   D

Haitong Securities Co. Ltd.

Ratings Affirmed

  Haitong Bank S.A.
   Counterparty Credit Rating             BB-/Negative/B
   Junior Subordinated                    CCC

  Haitong Investment Ireland PLC
   Senior Unsecured                       BB-

  1)Guaranteed by Banco BPI S.A.
  2)Guaranteed by Banco Comercial Portugues S.A.


PELICAN MORTGAGES 3: S&P Affirms B-(sf) Ratings on 3 Note Classes
-----------------------------------------------------------------
S&P Global Ratings raised to 'BBB- (sf)' from 'BB+ (sf)' and
removed from CreditWatch positive its credit rating on SAGRES
STC - Pelican Mortgages No 3's class A notes. At the same time,
S&P has affirmed its 'B- (sf)' ratings on the class B, C, and D
notes.

S&P said, "On Oct. 10, 2017, we placed on CreditWatch positive our
rating on Pelican Mortgages No 3's class A notes following our
Sept. 15, 2017 raising of our unsolicited foreign currency long-
term sovereign rating on the Republic of Portugal."

The rating actions reflect the application of S&P's European
residential loans criteria and its structured finance ratings
above the sovereign (RAS) criteria.

This transaction comprises loans that benefit from a government
subsidy for mortgage interest payments. S&P said, "In order to
account for the risk of a sovereign default, which would affect
the performance of the transaction, we have incorporated cash flow
stresses on such subsidies at rating levels above our ' BBB-'
long-term rating on Portugal. For rating levels up to four notches
above the rating on the sovereign, we assume that 75% of the
subsidized interest is lost in the first 18 months of our
recessionary period. For rating levels greater than four notches
above our long-term rating on Portugal, we assume that 100% of the
subsidized interest is lost in the first 18 months of our
recessionary period."

S&P said, "Following the application of our European residential
loans criteria and considering our RAS criteria, we have
determined that our assigned rating on each class of notes in this
transaction should be the lower of (i) the rating as capped by our
RAS criteria and (ii) the rating that the class of notes can
attain under our RMBS criteria.

"Under our RAS criteria, we applied a hypothetical sovereign
default stress test to determine whether a tranche has sufficient
credit and structural support to withstand a sovereign default and
so repay timely interest and principal by legal final maturity.

"Our RAS criteria designate the country risk sensitivity for
residential mortgage-backed securities (RMBS) as moderate. Under
our RAS criteria, this transaction's notes can therefore be rated
four notches above the sovereign rating, if they have sufficient
credit enhancement to pass a minimum of a severe stress. However,
as not all of the conditions in paragraph 42 of the RAS criteria
are met, we cannot assign any additional notches of uplift to the
ratings in this transaction.

"The class A notes cannot withstand our severe or extreme RAS
analysis stresses. Consequently, our RAS criteria cap our rating
on the class A notes at the long-term rating on Portugal. We have
therefore raised to 'BBB- (sf)' from 'BB+ (sf)' and removed from
CreditWatch positive our rating on the class A notes.

"Under our cash flow analysis, the class B, C, and D notes still
cannot support the stresses that we apply at the 'B' rating level.
However, we do not expect a default in the near term and the
payment of principal or interest is not dependent on favorable
business, financial, or economic conditions. Furthermore, the
performance of the collateral is stable. The class B, C, and D
notes have sufficient levels of credit enhancement and a non-
amortizing reserve fund that can be used to cover any interest or
principal shortfalls. We have therefore affirmed our 'B- (sf)'
ratings on these classes of notes."

Pelican Mortgages No. 3 is a Portuguese RMBS transaction, which
closed in March 2007 and securitizes first-ranking prime mortgage
loans originated by Caixa Economica Montepio Geral.

RATINGS LIST

  Class             Rating
              To              From

  SAGRES STC - Pelican Mortgages No. 3
  EUR762.375 Million Mortgage-Backed Floating-Rate Securitisation
  Notes

  Rating Raised And Removed From CreditWatch Positive
  A           BBB- (sf)       BB+ (sf)/Watch Pos

  Ratings Affirmed

  B           B- (sf)
  C           B- (sf)
  D           B- (sf)



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


BANK OTKRITIE: Bank of Russia Okays Amendments to Bankruptcy Plan
-----------------------------------------------------------------
The Bank of Russia approved the amendments to the plan of its
participation in bankruptcy prevention measures for Public Joint-
stock Company Bank Otkritie Financial Corporation (the 'Bank')
that provide for the acquisition by the Bank of Russia of the
additional issue of the Bank's ordinary shares in the amount of
RUR456.2 billion, according to the press service of the Central
Bank of Russia.

The recapitalisation will allow the Bank to cover the deficit
between its assets and liabilities in the amount of RUR189.1
billion and provide financial support to PJSC IC Rosgosstrakh
(RUR42.2 billion) and non-governmental pension funds (RUR42.9
billion) that are members of the banking group.  Besides, the
recapitalisation provides for the allocation of RUR182 billion for
the new capital of Bank Otkritie Financial Corporation, which is
the parent company of the banking group.

The above measures will ensure that the Bank complies with the
individual capital adequacy requirements (N1, 8%) taking into
account the minimum values of the conservation buffer (1.875% from
January 1, 2018) and the systemic importance capital buffer (0.65%
from January 1, 2018).

Due to the fact that during the implementation of financial
stability improvement measures the assets of the banking group are
consolidated in the Bank's balance sheet, a decision can be made
to establish, for the duration of the plan of the Bank of Russia's
participation in bankruptcy prevention measures, individual values
of required ratios for the Bank. These will limit concentration
risks on an individual basis (the maximum exposure per borrower or
group of related borrowers (N6), the maximum exposure per entity
(group of entities) affiliated with the bank (N25).

The recapitalisation measures do not provide for the Bank's
financial support to NB TRUST (PJSC). Until the adoption of a
financial recovery plan for NB TRUST (PJSC), which is a
participant of the banking group and subject to bankruptcy
prevention measures applied with the involvement of the state
corporation Deposit Insurance Agency, the negative capital of NB
TRUST (PJSC) will be fully accounted for in the calculation of the
Bank's consolidated required ratios.

In January 2018, the Bank will present a plan to repay the funds
placed with it by the Bank of Russia as deposits to provide
liquidity.


CB NOVOPOKROVSKIY: Put on Provisional Administration
----------------------------------------------------
The Bank of Russia, by Order No. OD-3388, dated December 4, 2017,
revoked the banking license of Krasnodar-based credit institution
Commercial Bank Novopokrovskiy, limited liability company, or CB
Novopokrovskiy LLC from December 4, 2017, according to the press
service of the Central Bank of Russia.

According to the financial statements, as of November 1, 2017, the
credit institution ranked 208th by assets in the Russian banking
system.

CB Novopokrovskiy LLC failed to meet the Bank of Russia
regulations on countering the legalisation (laundering) of
criminally obtained incomes and the financing of terrorism with
regard to the timely provision of information and credible
notification of the authorised body about operations subject to
obligatory control.  The credit institution's business model was
focused on aggressive attraction of household funds and their
placement into inferior quality assets.

The operations of CB Novopokrovskiy LLC bore signs of the
management's and owners' unscrupulous conduct displayed through
the so-called "schemes" to avoid compliance with statutory
requirements to create loss provisions commensurate with risks
assumed.

The Bank of Russia repeatedly applied supervisory measures to the
bank, including restrictions on household deposit taking.

Under the circumstances, the Bank of Russia took the decision to
withdraw CB Novopokrovskiy LLC from the banking services market.

The Bank of Russia took this decision due the credit institution's
failure to comply with federal banking laws and Bank of Russia
regulations, repeated violations within one year of the
requirements stipulated by Article 7 (except for Clause 3 of
Article 7) of the Federal Law "On Countering the Legalisation
(Laundering) of Criminally Obtained Incomes and the Financing of
Terrorism", and the requirements of Bank of Russia regulations
issued in compliance with the indicated Federal Law, and taking
into account repeated applications within one year of measures
envisaged by the Federal Law "On the Central Bank of the Russian
Federation (Bank of Russia)".

The Bank of Russia, by its Order No. OD-3389, dated December 4,
2017, appointed a provisional administration to CB Novopokrovskiy
LLC for the period until the appointment of a receiver pursuant to
the Federal Law "On Insolvency (Bankruptcy)" or a liquidator under
Article 23.1 of the Federal Law "On Banks and Banking Activities".
In accordance with federal laws, the powers of the credit
institution's executive bodies have been suspended.

CB Novopokrovskiy LLC is a member of the deposit insurance system.
The revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by law.  The said Federal
Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but no more than a total of RUR1.4
million per depositor.


EUROPEAN STANDART: Put on Provisional Administration
----------------------------------------------------
The Bank of Russia, by its Order No. OD-3386, dated December 4,
2017, revoked the banking license of Moscow-based credit
institution Commercial Bank EUROPEAN STANDART Limited Liability
Company, or CB EUROSTANDART LLC, according to the press service of
the Central Bank of Russia.

According to the financial statements, as of November 1, 2017, the
credit institution ranked 539th by assets in the Russian banking
system.

The business of CB EUROSTANDART LLC was focused on conducting
'shadow' currency exchange operations which were not were not
recorded and not reflected in statements submitted to the Bank of
Russia.

This November, the Bank of Russia's probe established a large
amount of counter cash to have been stolen from CB EUROSTANDART
LLC.  The creation of additional provisions for liabilities under
the actually missing assets has led to a substantial loss of the
credit institution's capital, resulting in the emergence of
grounds for measures to be enacted to prevent insolvency
(bankruptcy) and address the serious real threat to its creditors'
and depositors' interests.

The Bank of Russia repeatedly applied supervisory measures to CB
EUROSTANDART LLC, including restrictions on household deposit
taking.

The operations of the credit institution bore signs of the
management's and owners' unscrupulous conduct, which was displayed
through the conduct of transactions towards siphoning off of
liquid assets to the detriment of creditor and depositor
interests, as well as through action against the Bank of Russia's
probe including obstruction of access to the bank's cash
department.

As it stands, the Bank of Russia took the decision to withdraw CB
EUROSTANDART LLC from the banking services market.

The Bank of Russia takes this extreme measure -- revocation of the
banking license -- because of the credit institution's failure to
comply with federal banking laws and Bank of Russia regulations,
due to repeated application within a year of measures envisaged by
the Federal Law "On the Central Bank of the Russian Federation
(Bank of Russia)", considering a real threat to the creditors' and
depositors' interests.

The Bank of Russia, by its Order No. OD-3387, dated December 4,
2017, appointed a provisional administration to CB EUROSTANDART
LLC for the period until the appointment of a receiver pursuant to
the Federal Law "On the Insolvency (Bankruptcy)" or a liquidator
under Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies have been suspended.

CB EUROSTANDART LLC is a member of the deposit insurance system.
The revocation of the banking licence is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by law.  The said Federal
Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but no more than a total of RUR1.4
million per depositor.


ROSNEFT OJSC: S&P Affirms BB+ Corp Credit Rating, Outlook Pos.
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term corporate credit
rating on Russian oil major, Oil Company Rosneft OJSC. The outlook
is positive.

S&P said, "The affirmation reflects our view that Rosneft will
continue to receive timely ongoing and extraordinary support from
the government, especially in terms of liquidity. On a stand-alone
basis, Rosneft's liquidity continues to weaken, with its short-
term debt now exceeding Russian ruble (RUB) 2.2 trillion (about
$40 billion). Because it is subject to U.S. and EU financial
sanctions, Rosneft can't issue debt on the international capital
markets and therefore must rely on domestic funding. Rosneft's
massive size, compared with the lending capacity of local banks
and investors, further constrains financing options and leaves the
company with limited choices to finance its growth. At the same
time, management appears unwilling to pay higher interest on
longer-term facilities, which has pushed up the proportion of
short-term debt."

Following the imposition of international financial sanctions
against Russian companies, including Rosneft, the company started
using repurchase transactions, under which domestic banks bought
the company's bonds and pledged them with the Central Bank of
Russia. This scheme had initially been designed as a means to
obtain long-term funding for Rosneft, but the terms have been
revised and it has become a short-term liability for the company.

S&P said, "We continue to see Rosneft as one of the most important
government-related entities (GREs) in Russia and believe the
government will continue to support the company's refinancing as
necessary. So far, though, the government has done little to find
a long-term solution that would reduce refinancing risk for
Rosneft. We will continue to monitor the situation and could
revise our assumption regarding government support if we see no
action from the government."

Rosneft's liquidity challenges come at a time when its leverage
remains high and has increased in 2017. At the end of the third
quarter of 2017, Rosneft's adjusted debt to EBITDA exceeded 4x and
funds from operations (FFO) to debt declined below 20%, largely
because of the company's international investments. After buying
Russia-based Bashneft for about $5.5 billion, the company paid
$3.9 billion for a minority stake in Indian refinery, Essar Oil.
Rosneft also has meaningful exposure to Venezuela --currently more
than $5 billion -- and has started providing prepayments in
Kurdistan. Consequently, Rosneft faces a spike in adjusted debt
and, given its specific financing constraints, in short-term debt.

In S&P's base-case scenario, it assumes that Rosneft's cash flow-
based credit metrics will improve to rating-commensurate levels in
2018, but achieving this will require discipline in terms of
international expansion.

S&P said, "Our assessment of Rosneft's business risk profile
reflects its status as Russia's largest and one of the world's
largest oil companies by reserves and production. The key
constraint on Rosneft's business risk is the company's exposure to
Russia, where most of its cash-generating assets are located. In
particular, Rosneft is subject to heavy taxes, similar to other
oil companies in Russia. High taxes limit profit generated per
barrel produced, and increase sensitivity of future profits to
potential changes in the tax system, in our view. The Russian
government depends highly on taxes from the oil and gas sector.
Therefore, we believe there are risks to the stability of the
current tax system, although in our base-case scenario we do not
anticipate significant changes in 2018-2019.

"Our assessment of Rosneft's financial risk profile reflects our
expectation of limited potential for improvement in credit metrics
due to acquisitions and increased capital expenditures (capex).
Rosneft's capex will likely remain high in 2018-2019, which
coupled with increased dividends, will result in limited
discretionary cash flow. We do not factor in any sizable
acquisitions in 2018-2019, but note that any acquisitions Rosneft
makes could further delay its deleveraging. We adjust Rosneft's
debt for the prepayments of RUB1.7 trillion it has received under
long-term supply contracts, including its 25-year supply agreement
with China National Petroleum Corporation. We treat obligations
under these contracts as debt-like instruments that bear interest.

"In our rating on Rosneft, we continue to factor in our unchanged
expectation of a very high likelihood of government support,
reflecting our assessment of Rosneft's very important role in the
Russian economy and its very strong links with the government.

"The positive outlook on Rosneft mirrors that on the Russian
Federation, Rosneft's controlling shareholder. We assume that
Rosneft's FFO to debt, as adjusted by S&P Global Ratings, will
remain at 20%-25% on average in 2018-2019. We believe that
Rosneft's credit metrics could improve even more, but we currently
anticipate only a modest improvement -- largely owing to EBITDA
growth -- because of the company's sizable capex and international
investments. We also assume that Rosneft, as the country's largest
GRE, will continue to receive support from the government,
particularly on the liquidity side.

"We could raise our rating on Rosneft if we took a similar action
on the sovereign, given that we consider Rosneft to be a GRE with
a very high likelihood of extraordinary support. However, in light
of the strong links between the company and the government, our
rating on Rosneft cannot exceed that on the government, even if
Rosneft's credit metrics were to improve much more than we
currently expect.

"We would revise our outlook on Rosneft to stable if we took a
similar action on the sovereign.

"The rating could also come under pressure if we were to revise
our view of the likelihood of the government support for Rosneft.
This could happen if the government doesn't support Rosneft in the
refinancing of its mounting short-term debt. Such a scenario would
call into question the link between the company and the government
and could result in a downgrade.

"Rating downside could also materialize if we revised down
Rosneft's stand-alone credit profile (SACP) another level to 'b+'.
However, this scenario appears unlikely, because it would follow a
large debt increase, with FFO to debt falling below 12%, which is
very far from what we project in our base-case scenario.
Alternatively, a further persistent deterioration in the company's
prospective liquidity position could result in a revision of our
view of Rosneft's stand-alone credit quality."


UCL RAIL: Fitch Affirms BB+ Long-Term IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Foreign-Currency Issuer
Default Ratings (IDRs) of UCL Rail B.V. (UCLR) and its key 100%
subsidiary JSC Freight One at 'BB+'. The Outlooks are Stable.

The affirmation reflects the improvement in UCLR's and Freight
One's credit metrics in 1H17 and Fitch expectations that the
companies will maintain robust financial profiles over 2017-2021
on the back of a recovery in the Russian economy and improving
gondola rates. The ratings also incorporate Freight One's position
as the leading commercial rolling-stock operator, with about a 15%
market share in terms of transported volumes, but also its
exposure to cyclical commodity industries and its higher than
historical capex.

UCLR's ratings are equalised with those of Freight One, as the
latter is fully owned by UCLR and the sole contributor to the
group's revenues and earnings following a reorganisation in 2015.

KEY RATING DRIVERS

Improved Performance: Freight One reported strong 1H17 results in
line with the majority of rated Russian rail operators. Its
revenues reached RUB47 billion, up 19.6% yoy fuelled by improved
rail transportation volumes driven by the recovery in the Russian
economy and growth in export shipments by rail, and by improving
gondola rates following the reduction in overcapacity and improved
operational efficiency. Fitch expect its EBITDA margin to improve
to about 30% on average over 2017-2020 from about 26% on average
over 2015-2016.

Comfortable Credit Metrics: Freight One continues to reduce
leverage with its net debt position down to RUB40 billion at end-
1H17 from RUB94 billion at end-2013. Fitch forecast the company's
funds from operations (FFO) adjusted net leverage will average
1.9x over 2017-2021, down from 2.8x on average over 2013-2016.
This incorporates improved operational performance expectations
and capex higher than the historical average. Fitch expect FFO
fixed charge coverage to rise to 2.8x on average over 2017-2021
from about 1.9x in 2016 due to deleveraging and the decline in
interest rates in Russia.

Higher Capex Expected: Freight One wrote off a material part of
its rail fleet in 2016 following the ban on use of old rail cars,
and Fitch expect the write-offs to continue in 2017-2019, but at a
much lower scale. Nevertheless, Fitch expect the company will
retain its market share through leasing and purchasing of
additional rail cars in the coming years. Fitch expect the company
to increase its capex plans to an average of about RUB17 billion
annually in fleet acquisitions over 2017-2020 up from about RUB3
billion on average over 2013-2016. Fitch forecast that free cash
flow may turn negative in 2018.

Rate-Supportive Overcapacity Reduction: The reduction in the rail
fleet following the ban from 2016 together with the limited
production of new rail cars, although this has started to increase
recently, and moderate economic growth supported a recovery of
gondola rates in 2016-1H17. Fitch expect these factors to continue
to underpin gondola rates increase in 2017-2018, although at a
slower pace.

Service Agreements Add Visibility: The share of revenue generated
under medium-term service agreements with a typical duration of
over one year and up to five years increased to 67% in 9M17 from
64% in 9M16. The operations under medium-term service agreements
with key customers increase cash-flow visibility. However, Freight
One remains exposed to volume risk as some agreements fix only the
percentage of customer cargo volumes, but not actual volumes. Some
of the agreements also mitigate the price risk as they fix prices.

Lease-Adjusted Credit Metrics: Fitch treats rail fleet operating
lease rentals as a debt-like obligation and applies a 4x multiple
(instead of the standard 6x multiple in Russia) to capitalise the
related costs, reflecting the flexibility of operating-lease
contracts, which can be dissolved at relatively short notice and
the company's demonstrated ability to manage lease costs to match
the stage of the business cycle. Fitch would revise the multiple
to 6x if the company permanently shifts its strategy towards
having a significant and steady share of operating leases from its
historical practice of using leases for a number of small and
specific business opportunities.

DERIVATION SUMMARY

Freight One is the leading nationwide commercial rolling-stock
operators in Russia with an estimated market share of about 15% in
terms of transported volumes by rail, followed by its closest
peers -- Globaltrans Investment Plc (BB+/Stable) with about an 8%
market share. Similarly to Globaltrans, the company operates under
medium-term agreements with the major customers. However, its rail
fleet is older than that of Globaltrans and it is more exposed to
the ban on use of old rail fleet from 2016. Therefore Fitch assume
that fleet renewal costs in order to maintain its market share is
a higher burden on company's cash flows. Freight One's credit
profile is somewhat weaker than that of Globaltrans. Most of the
Russian rail transportation companies, including Freight One,
remain disciplined in terms of FX exposure.

KEY ASSUMPTIONS

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

- domestic GDP growth of 1.6%-2.2% over 2017-2020;
- inflation of 4.4%-4.5% over 2017-2020;
- freight transportation rates to increase above inflation in
   2017 and below inflation thereafter;
- capex in line with management expectations of about RUB17
   billion on average over 2017-2020;
- scrap proceeds of about RUB1.7 billion on average over 2017-
   2020

RATING SENSITIVITIES

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

- A sustained decrease in FFO lease-adjusted net leverage below
   1.5x and FFO fixed charge coverage of above 3.5x
- Sustained stronger economic growth
- Diversification of the customer base and lengthening of
   agreements duration with volume visibility with key customers

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

- FFO-adjusted net leverage above 2.5x and FFO fixed charge
   coverage below 2.5x on a sustained basis, due to weak
   industrial activity in Russia and weaker-than-expected
   operating results, larger capex or dividend payments or failure
   to execute asset disposals as planned
- Unfavourable changes to the Russian legislative framework for
   the railway transportation industry

LIQUIDITY

At end-1H17, Freight One had RUB11 billion of cash and cash
equivalents, which is sufficient to cover the company's short-term
maturities of about RUB4 billion. Freight One also had unused
credit facilities of RUB64 billion, mainly from VTB, Alfa-Bank
(BB+/Stable) and Credit Bank of Moscow (BB-/Stable). Freight One
does not pay any commitment fees under unused credit facilities,
which is common practice in Russia. Fitch expects the company's
free cash flow to be positive in 2017, but it may turn negative in
2018 mainly on the back of high capex, adding to funding
requirements.

At end-1H17, Freight One's debt stood at RUB51 billion, including
finance leases of RUB9 billion and loans of RUB10 billion secured
on a pledge of its rail fleet. The rail fleet with the remaining
value of RUB22 billion (about 20% of total fixed assets) was
either pledged under loan agreements or used as a security under
finance lease agreements. The company still had a significant
share of unencumbered assets, which leaves significant asset value
for senior unsecured creditors.

FULL LIST OF RATING ACTIONS

UCL Rail B.V.

- Long-Term Foreign- and Local-Currency IDRs affirmed at 'BB+';
   Outlook Stable;
- Short-Term Foreign- and Local-Currency IDRs affirmed at 'B';
- Foreign- and local-currency senior unsecured ratings affirmed
   at 'BB+'.

JSC Freight One

- Long-Term Foreign- and Local-Currency IDRs affirmed at 'BB+';
   Outlook Stable;
- Short-Term Foreign- and Local-Currency IDRs affirmed at 'B';
- Foreign and local- currency senior unsecured ratings affirmed
   at 'BB+'.



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


CECABANK SA: Moody's Affirms Ba1 Baseline Credit Assessment
-----------------------------------------------------------
Moody's Investors Service has affirmed CECABANK S.A.'s deposit
ratings at Baa2/Prime-2. The outlook on the long-term ratings is
stable. Concurrently, Moody's has also affirmed the bank's: (1)
Baseline Credit Assessment (BCA) and adjusted BCA at ba1; and (2)
the Counterparty Risk (CR) Assessment at Baa1(cr)/Prime-2(cr).

The affirmation of Cecabank's ratings reflects the bank's strong
franchise in the Spanish securities services business, with a
leading market position in the provision of depositary services.
It also reflects the bank's sound capitalisation relative to its
risk profile and solid funding structure, with customer deposits
covering the majority of the bank's funding needs. The rating
affirmation also incorporates the bank's high customer and credit
risk concentration as well as its -- despite improving -- still
modest recurrent profitability.

RATINGS RATIONALE

   --- RATIONALE FOR AFFIRMATION OF CECABANK'S RATINGS WITH A
STABLE OUTLOOK

The affirmation of Cecabank's BCA at ba1 reflects the bank's solid
position in the securities services business. Since 2012, Cecabank
has been able to sign long-term depositary services agreements
with a number of Spanish financial institutions, thereby
establishing itself as the leading service provider in the country
with more than EUR100 billion of assets under depositary and
EUR125 billion of assets under custody.

The engagement in securities services ensures Cecabank a stable
source of recurrent earnings, principally from depositary fees and
from the provision of ancillary services to its securities
services customers. More volatile treasury management activities
have lost relevance in the bank's P&L account. Over the last
couple of years, the contribution of recurrent earnings to the
bank's revenues has remained consistently above 70%, while in 2013
this percentage was below 40%.

In addition, Cecabank benefits from sound capitalization and a
solid funding structure. The bank operates with high capital
ratios and, despite some volatility from changes in risk weighted
assets, its tangible common equity to risk-weighted assets ratio
has consistently remained above 15% over the last few years,
ranking among the strongest in the Spanish banking sector. In
terms of its funding structure, Cecabank funds its activity
primarily through customer deposits, benefiting from the liquidity
deposited by the mutual funds. Moody's, nevertheless, notes as a
weakness of the bank's funding the inherently higher volatility of
its deposit base (from wholesale institutions) relative to that of
retail banks.

Despite these favorable developments, a number of factors
constrain Cecabank's BCA. Notably, the bank's deposit franchise
concentrates on a relatively low number of customers, which
exposes the bank to renegotiation risk. Concentration in terms of
credit risk exposure is also high, primarily driven by the bank's
large exposure to Spanish government bonds. In addition, and
despite the noted improvement, the bank's recurrent profitability
remains modest.

The affirmation of Cecabank's long-term deposit ratings at Baa2
reflects: (1) the affirmation of the bank's ba1 BCA; (2) the
result from the rating agency's Advanced LGF analysis leading to
two notches of uplift for the deposit ratings; and (3) Moody's
assessment of a low probability of government support for Cecabank
that results in no uplift for the deposit ratings. The short-term
deposit ratings have been affirmed at Prime-2.

   --- RATIONALE FOR THE AFFIRMATION OF THE CR ASSESSMENT

As part of rating action, Moody's has also affirmed at Baa1(cr)
the long-term CR Assessment of Cecabank, three notches above the
adjusted BCA of ba1 and reflecting the cushion provided by the
volume of bail-in-able debt and deposits (31% of tangible banking
assets at end-September 2017), which would likely support
operating obligations in resolution.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on Cecabank's BCA could arise from a sustainable
improvement in its recurrent profitability indicators, coupled
with a broadening customer base in its securities services
business.

Downward pressure on Cecabank's BCA could arise from a more
depressed earnings profile, which could be prompted by: (1) a
weaker performance of Cecabank's wholesale customers, reducing
Cecabank's business volume; and/or (2) a more negative performance
of non-service related revenues.

As the bank's deposit ratings are linked to the standalone BCA,
any change to the BCA would likely also affect these ratings.

Cecabank's deposit ratings could also change as a result of
changes in the loss-given-failure faced by these securities.

LIST OF AFFECTED RATINGS

Issuer: CECABANK S.A.

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed Baa1(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-2(cr)

-- Long-term Bank Deposits, affirmed Baa2 Stable

-- Short-term Bank Deposits, affirmed P-2

-- Adjusted Baseline Credit Assessment, affirmed ba1

-- Baseline Credit Assessment, affirmed ba1

Outlook Action:

-- Outlook remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in September 2017.


SRF 2017-2: Moody's Assigns (P)Ba3 Rating to Class D Notes
----------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to SRF
2017-2, Fondo de Titulizacion's ("SRF 2017-2") Class A, B, C and D
Notes:

-- EUR[103.2] million Class A Notes due January 2063, Assigned
    (P)Aa2 (sf)

-- EUR[17.2] million Class B Notes due January 2063, Assigned
    (P)A3 (sf)

-- EUR[6.9] million Class C Notes due January 2063, Assigned
    (P)Baa3 (sf)

-- EUR[8.6] million Class D Notes due January 2063, Assigned
    (P)Ba3 (sf)

Moody's has not assigned rating to EUR[36.1] million Class E Notes
due January 2063.

SRF 2017-2, Fondo de Titulizacion is a static cash securitisation
largely consisting of seasoned re-performing residential mortgage
loans extended to borrowers located in Spain, originated by Caixa
d'Estalvis de Catalunya ("Caixa Catalunya"), Caixa d'Estalvis de
Tarragona ("Caixa Tarragona") and Caixa d'Estalvis de Manresa
(Caixa Manresa), which were merged into Caixa d'Estalvis de
Catalunya, Tarragona i Manresa. The banking business of Caixa
d'Estalvis de Catalunya, Tarragona i Manresa was transferred (as a
whole) to Catalunya Banc SA by virtue of a spin-off on 27
September 2011. On 24 April 2015, Banco Bilbao Vizcaya Argentaria,
S.A. ("BBVA") acquired 98.4% of the share capital of Catalunya
Banc SA and, as of September 9, 2016, Catalunya Banc SA was
absorbed by and merged with BBVA. BBVA is currently rated Baa1
Senior Unsecured / A3 Deposit Rating / Baa1 (cr). The servicing
will be undertaken by BBVA, on behalf of the fund, and through
delegation to Anticipa Real Estate, S.L.U. (N.R) ("Anticipa"). In
April 2015, Catalunya Banc SA sold a EUR6bn portfolio consisting
of mainly residential mortgage loans to a Spanish securitisation
fund (FTA2015, Fondo de Titulizacion de Activos) set-up for the
benefit of an entity controlled by Spain Residential Finance S.A
R.L. Some of these mortgage loans in FTA2015 will be securitized
in SRF 2017-2. Furthermore, Spain Residential Finance S.A R.L is
expected to subscribe to the Class E Note and the Subordinated
Loans in SRF 2017-2.

The portfolio consists of first lien (or subsequent lien, provided
that the first lien mortgage will also be assigned to SRF 2017-2)
mortgages on residential properties extended to [2,240] borrowers,
and the provisional pool balance is approximately equal to
EUR[173.3] million with a weighted average current loan-to-value
("WA CLTV") of [59.7%]. [79.87%] of the loans in the pool have
been previously restructured and are now re-performing loans.
[20.13%] of the loans have not been restructured. The purchase
price of the mortgage loans payable by the fund to the seller is
expected to be below par value.

RATINGS RATIONALE

The first step in the analysis of the credit quality of the pool
is to determine a loss distribution of the mortgages to be
securitised. In order to determine the shape of the curve, two
parameters are needed: the expected loss and the volatility around
this expected loss. Securitisation of re-performing loans have
characteristics similar to those of seasoned RMBS transactions.
Both types of securitisations have seasoned collateral in various
stages of payment and distress. For that reason, Moody's analysis
of re-performing transactions typically follows Moody's
methodology for analysing the underlying asset type (e.g.,
residential mortgage loans in this case). The two main parameters
needed to determine the loss distribution (expected loss and
volatility around it) of the pool are derived from two important
sources: historical loss data and the MILAN loan-by-loan model.

The key drivers for the portfolio's expected loss of [13.0%] are
(i) historical data provided previously by Catalunya Banc SA on
their mortgage portfolio, (ii) performance data from previous
deals originated by Catalunya Banc SA (Hipocat and MBSCAT series),
(iii) market and sector wide performance data, (iv) performance of
other securitisations with similar loan characteristics, and (v)
the outlook on Spanish RMBS. The two factors that mainly influence
the likelihood that a re-performing mortgage loan will re-default
are how long the loan has performed since its last modification,
and the magnitude of reduction in the monthly mortgage payment as
a result of modification. The longer a borrower has been current
on a re-performing loan, the lower the likelihood of re-default.
All the instalments accrued since June 30, 2016 under the mortgage
loans of the provisional pool have been paid with no more than 35
calendar days in arrears for each instalment.

The MILAN CE of [36%] is higher than other Spanish RMBS
transactions owing to [56.0]% of the pool consisting of flexible
mortgage products which lead to a higher expected default
frequency and more severe losses than traditional mortgage loans.
The MILAN CE also reflects other characteristics of the pool that
are specific to re-performing loans. [79.87%] of the loans in the
pool have been restructured and are now paying under modified
terms. If the loans are currently in arrears or the terms of the
loan have been modified since closing, Moody's does not consider
LTV to be the only major driver for losses. Therefore, the MILAN
CE number has been adjusted to account for a higher likelihood of
re-default of the re-performing loans compared to loans that have
never been restructured. This results in a loss distribution with
higher probability of "fat tail" events with respect to the
expected loss.

Moody's considers that the deal has the following credit
strengths: (i) availability of payment histories on the mortgage
loans in the collateral pool. The default propensity on seasoned
re-performing modified loans is largely driven by the demonstrated
payment history on the loans. As borrowers continue to make
payments on a mortgage loan, they progressively become less likely
to default. All the instalments accrued since 30th April 2016
under the mortgage loans of the provisional pool have been paid
with no more than 35 calendar days in arrears for each instalment.
Additionally, during that period, none of the loans has benefited
from a contractual grace period; (ii) the WA CLTV ratio of [59.7%]
(calculated taking into account the original appraisal value when
the loan was granted) is lower than the average for Spanish
transactions; (iii) the portfolio is well seasoned, with a
weighted average seasoning of [9.7] years and (iv) the credit
enhancement provided by non amortising reserve fund equal to
[3.6]% of Class A notes at closing and the subordination of the
notes. The reserve fund will be established as a credit
enhancement mechanism for the purpose of providing liquidity to
cover senior fees and interest on the Class A notes for as long as
these notes remain outstanding. The reserve fund is also available
to cover principal on Class A notes at the legal final maturity.
Accordingly, on the payment date on which the Class A notes are
redeemed in full, the reserve fund required amount will be equal
to zero.

Moody's also notes the following credit weaknesses of the
transaction: (i) no interest rate swap is in place to cover
interest rate risk. Moreover, [53.5%] of the pool has the option
of an automatic discount on the loan margin depending on the
cross-selling of other products to the borrower, (ii) [79.8%] of
the loans in the pool have been restructured and are now paying
under modified terms, (iii) historical performance of previous
Catalunya Banc SA deals. Previous transactions originated by
Catalunya Banc SA (Hipocat and MBSCAT series) display a weaker
performance than the market and (iv) weaker than standard
representations & warranties (R&W) framework: Moody's considers
the R&W weaker than the standard in the Spanish market for the
following reasons: (1) the representation provider is an unrated
private limited liability company, and (2) the obligation to
repurchase or replace loans in breach of R&Ws would only be
activated upon the earlier of (i) the aggregate ineligible
mortgage amount is higher than EUR2,500,000, and (ii) the fifth
anniversary of the transaction's closing date. Moody's has
factored all of these weaknesses in the analysis/modeling.

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

Factors that may lead to an upgrade of the ratings include a
significantly better-than-expected performance of the pool,
combined with an increase in the notes' credit enhancement and a
decline in Spain's sovereign risk.

Factors that may cause a downgrade of the ratings include (i)
significantly different loss assumptions compared with Moody's
expectations at closing, due to a change in economic conditions
from Moody's central forecast scenario or idiosyncratic
performance factors; or (ii) an increase in Spain's sovereign
risk.

Stress Scenarios:

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged and is not intended to
measure how the rating of the security might migrate over time,
but rather how the initial rating of the security might have
differed if key rating input parameters were varied. Parameter
Sensitivities for typical EMEA RMBS transaction are calculated by
stressing key variable inputs in Moody's primary rating model.

At the time the provisional ratings were assigned, the model
output indicated that the Class A notes would have achieved Aa3
(sf) if the expected loss was as high as 15,6% and the MILAN CE
remained at 36%, and all other factors were constant.

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

Moody's issues provisional ratings in advance of the final sale of
securities, but these ratings only represent Moody's preliminary
credit opinion. Upon a conclusive review of the transaction and
associated documentation, Moody's will endeavour to assign
definitive ratings to the notes. A definitive rating may differ
from a provisional rating. Moody's will disseminate the assignment
of any definitive ratings through its Client Service Desk. Moody's
will monitor this transaction on an ongoing basis. For updated
monitoring information, please contact monitor.rmbs@moodys.com.

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitisations Backed by Non-Performing and
Re-Performing Loans" published in August 2016.

Moody's will monitor this transaction on an ongoing basis.



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


FIBABANKA AS: Fitch Withdraws BB-(EXP) Rating on Senior Notes
-------------------------------------------------------------
Fitch Ratings has withdrawn Fibabanka A.S.'s (Fiba, BB-Stable/bb-)
proposed senior unsecured notes' 'BB-(EXP)' expected rating. Fitch
assigned the expected rating on October 24, 2017.

KEY RATING DRIVERS

The rating has been withdrawn because Fiba does not expect to
proceed with the senior unsecured notes issue within the
previously envisaged timeline. Fiba's other ratings are unaffected
by the withdrawal.

RATING SENSITIVITIES

Not applicable.



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


HYPERION REFINANCE: Moody's Rates Proposed USD925MM Sr. Loan B2
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 (LGD3) rating to the
proposed USD925 million and EUR200 million Senior Secured Term
Loan Facilities, to be issued by Hyperion Refinance S.a.r.l and
HIG Finance 2 Limited respectively, and a B2(LGD3) to the GBP125
million Senior Secured Revolving Facility (RCF) of Hyperion
Insurance Group Limited ("Hyperion" or "the group"). These new
facilities intend to replace the existing ones. Moody's has also
affirmed the B2 corporate family rating (CFR) and upgraded to B2-
PD from B3-PD the probability of default rating (PDR) of Hyperion.

The outlook on all entities is stable.

RATINGS RATIONALE

The B2 (LGD3) debt ratings on the group's term facilities and RCF
are in line with the CFR reflecting the largely senior secured
debt structure with limited levels of deferred consideration
ranking behind the senior debt. Over the last couple of years
Hyperion has repaid most of its deferred consideration, while debt
levels are being increased following the expected refinancing.

Moody's affirmed the B2 CFR rating, reflecting Moody's expectation
that debt-to-EBITDA will improve over time and fall below the
agency's 6.5x downgrade trigger by YE2018. Despite the planned
significant increase in bank borrowings to GBP863 million (GBP605
million reported debt at YE2016) in order to fund strategic
acquisitions and to refinance its existing credit facilities,
Moody's expects that debt-to-EBITDA will remain below 6.5x helped
by ongoing EBITDA growth. Moody's expect EBITDA growth to be
supported by organic and non-organic (bolt-on acquisitions)
revenue growth. Hyperion's statutory EBITDA before exceptional
items reached GBP140 million for year ended September 30, 2017
(GBP 103 in YE2016).

The B2 CFR rating reflects the company's strong market presence in
its chosen niche segments, its strong diversification across
geographic regions and business lines, very good EBITDA margins
and a track record of robust organic growth. In Moody's view,
these strengths are tempered by the group's weak bottom line
profitability, inherent risk associated with the Hyperion's active
acquisition strategy, significant financial leverage and rising
outstanding financial debt obligations.

Moody's said that the group's CFR is, and will remain, constrained
by the group's high leverage profile and the agency's expectation
of ongoing material cash outflows related to past and future
acquisitions.

The B2-PD PDR is in line with the CFR and reflects Moody's
assumption of a 50% recovery rate, which is standard for covenant-
lite loan structures.

WHAT COULD DRIVE THE RATING UP / DOWN

Factors that could lead to an upgrade of Hyperion's ratings
include: (i) EBITDA coverage of interest consistently exceeding
3.0x; (ii) free-cash-flow-to-debt ratio consistently exceeding 6%;
and (iii) debt-to-EBITDA ratio below 4.5x.

Factors that could lead to a rating downgrade include: (i) EBITDA
coverage of interest below 1.5x; (ii) free-cash-flow-to-debt ratio
remaining below 3% for the foreseeable future; and/or (iii) debt-
to-EBITDA ratio consistently above 6.5x.

LIST OF AFFECTED RATINGS

Issuer: Hyperion Insurance Group Limited

-- Corporate Family Rating, affirmed B2

-- Probability of Default Rating, upgraded to B2-PD from B3-PD

-- GBP125M Backed Senior Secured Revolving Credit Facility,
    assigned B2 (LGD3)

-- Outlook remains Stable

Hyperion Refinance S.a.r.l.

-- USD925M Backed Senior Secured Term Loan Facility, assigned B2
    (LGD3)

-- Outlook remains Stable

HIG Finance 2 Limited

-- EUR200M Backed Senior Secured Term Loan Facility, assigned B2
    (LGD3)

-- Outlook assigned: Stable

Hyperion was formed in 1994 and is substantially owned by a
combination of the management team, together with a private equity
investor, General Atlantic, which own a 37% stake in Hyperion. For
year ended 2016, Hyperion Insurance Group Limited reported
consolidated total revenue of GBP424 million, loss after tax of
GBP43 million and total equity of negative GBP113 million.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in September 2017.


HYPERION INSURANCE: S&P Affirms 'B' CCR on Proposed Refinancing
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on Hyperion Insurance Group Ltd. (Hyperion), and assigned
its 'B' long-term corporate credit rating to financing
subsidiaries HIG Finance 2 Ltd. and Hyperion Refinance S.a.r.l.
The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue ratings to
Hyperion's proposed $925 million senior secured term loan, EUR200
million senior secured term loan, and GBP125 million RCF. The
recovery ratings on the term loans and RCF are '4', indicating our
expectation of average recovery (30%-50%; rounded estimate: 45%)
in the event of a payment default."

The affirmation follows Hyperion's announced intention to issue
the new $925 million and EUR200 million senior secured term loans
and a new GBP125 million senior secured RCF, which it intends to
use to refinance its existing $794 million and EUR150 million
senior secured term loans. In addition, Hyperion intends to use
the proceeds to fund acquisitions in Asia and Mexico and to fund
expenses relating to the consolidation of its office footprint in
London.

In addition to the announced refinancing, Hyperion announced the
investment by financial sponsor Caisse de dÇpìt et placement du
QuÇbec (CDPQ) in a significant minority stake of the group. CDPQ's
investment comprised of secondary equity purchases and a primary
equity contribution to the group. Under the terms of the
transaction, existing financial sponsor investor General Atlantic
will continue to hold a significant minority of the group's
shares, with the remaining stake held by current directors and
employees.

S&P said, "We forecast that the proposed issuance of the new $925
million and EUR200 million senior secured term loans will result
in adjusted debt of about GBP1,050 million in financial 2018
comprising about GBP870 million of senior secured term loans;
about GBP50 million of deferred consideration linked to previous
acquisitions; about GBP50 million of contingent consideration
linked to previous acquisitions; and about GBP70 million of non-
cancellable obligations under operating leases.

"We forecast that Hyperion's strong organic and inorganic revenue
and EBITDA growth in 2017 will be such that the company can
accommodate the additional debt within the current rating level --
albeit with limited rating headroom to issue additional
incremental debt.

"Following the investment by CDPQ, we now consider Hyperion to be
financial sponsor-owned, and are therefore revising our financial
policy modifier from neutral to FS-6, reflecting our view that
financial sponsor-owned companies have a tolerance to maintain
higher levels of leverage than those that are not financial
sponsor-owned."

In S&P's base case for financial 2018, it assumes:

-- Organic revenue growth at Hyperion of about 6%.

-- With full-year consolidation of financial 2017 acquisitions,
    and the acquisitions in Asia and Mexico, financial 2018
    revenues forecast at GBP600 million-GBP620 million.

-- Adjusted EBITDA margins of 21%-23% (including the impact of
    nonrecurring and acquisition-related costs).

-- Capital expenditure (capex) of about GBP50 million (including
    about GBP30 million of refurbishments costs for the group's
    new London headquarters).

-- Cash outflow of about GBP30 million for payments of deferred
    and contingent consideration toward acquisitions.

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

-- Adjusted debt to EBITDA of 7.3x-7.5x for financial 2018 and
    6.0x-6.5x for financial 2019.

-- Funds from operations (FFO) to debt of 7%-10% in financial
    2018 and 2019.

-- FFO cash interest coverage of about 2.7x-3.0x in financial
    2018 and 3.0x-3.4x in financial 2019.

S&P said, "The stable outlook reflects our view that the combined
group will achieve annual organic growth of about 6% over the next
two years. The stable outlook also incorporates our view that the
group will not undertake any further material acquisitions or
issue additional incremental debt, which would slow our forecast
reductions in leverage.

"We could lower the rating if increased competition or loss of key
personnel were to stifle the group's revenue growth,
profitability, and cash flow generation, which could result in
sustained negative free operating cash flow and FFO cash interest
coverage declining below 2x. We could also lower the rating if the
group were to undertake a further debt-financed acquisition or if
its financial policy became more aggressive.

"We might consider an upgrade if the group can improve its credit
metrics in line with an aggressive financial risk profile,
including adjusted debt to EBITDA of less than 5x. We consider
this unlikely in the next 12 months as Hyperion's adjusted debt to
EBITDA remains above 7x."


SOUTHERN PACIFIC 05-B: S&P Raises Class E Notes Rating to BB+
-------------------------------------------------------------
S&P Global Ratings raised and removed from CreditWatch positive
its credit ratings on Southern Pacific Financing 05-B PLC's class
A, B, and C notes. At the same time, S&P has raised its ratings on
the class D and E notes.

S&P said, "The rating actions follow our credit and cash flow
analysis of the transaction, as part of our periodic review of its
performance as of the September 2017 payment date, and the
application of our relevant criteria.

"On Oct. 17, 2017, we raised our long- and short-term issuer
credit ratings (ICRs) on Barclays Bank PLC, the collection account
provider in this transaction. Consequently, on Nov. 10, 2017, we
placed on CreditWatch positive our ratings on the class A, B, and
C notes."

The transaction benefits from a GBP4.6 million nonamortizing
reserve fund (at target) and an amortizing liquidity facility
(GBP8.1 million). The transaction pays principal sequentially
because the 90+ days arrears trigger of 22.5% remains breached
(the reported level is 30.6%, based on amounts outstanding).

In the December 2012 investor report, the servicer (Acenden Ltd.)
updated how it reports arrears to include amounts outstanding,
delinquencies, and other amounts owed. The servicer's definition
of other amounts owed include (among other items), arrears of
fees, charges, costs, ground rent, and insurance.

Delinquencies include principal and interest arrears on the
mortgages, based on the borrowers' monthly installments. Amounts
outstanding are principal and interest arrears, after payments
from borrowers are first allocated to other amounts owed.

In this transaction, the servicer first allocates any arrears
payments to other amounts owed, then to interest amounts, and
subsequently to principal. From a borrowers' perspective, the
servicer first allocates any arrears payments to interest and
principal amounts, and secondly to other amounts owed. This
difference in the servicer's allocation of payments for the
transaction and the borrower results in amounts outstanding being
greater than delinquencies.

S&P has refined its analysis of these other amounts owed by using
the available reported loan-level data. The new approach results
in a minor increase in the weighted-average foreclosure frequency
(WAFF) and a decrease in the weighted-average loss severity
(WALS).

Total delinquencies were reported as 14.1% on the September 2017
payment date, compared with 15.2% in December 2016. S&P's
expectation of potential future defaults has decreased, given the
loans are well seasoned and arrears are stable.

  Rating      WAFF    WALS
  level        (%)     (%)
  AAA        29.74   34.20
  AA         24.15   26.70
  A          20.06   15.12
  BBB        16.13    8.72
  BB         12.29    4.76
  B          10.85    3.05

S&P said, "Our current counterparty criteria cap the maximum
achievable ratings in this transaction at our long-term 'A' issuer
credit rating on Barclays Bank PLC as the account provider.
Therefore, following our recent upgrade of Barclays Bank, we have
raised to 'A (sf)' from 'A- (sf)' and removed from CreditWatch
positive our ratings on the class A, B, and C notes. Without this
cap, the class A, B, and C notes pass our cash flow stresses at a
'AAA' rating level.

"Following the decrease in our WAFF and WALS assumptions and based
on the results of our cash flow analysis, we have raised to 'A-
(sf)' from 'BBB- (sf)' our rating on the class D notes and to 'BB+
(sf)' from 'B (sf)' our rating on the class E notes."

Southern Pacific Financing 05-B is backed by nonconforming U.K.
residential mortgage loans, which Southern Pacific Mortgages Ltd.
originated.

RATINGS LIST

  Class           Rating
           To              From

  Southern Pacific Financing 05-B PLC GBP480 Million Mortgage-
  Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch Positive

  A        A (sf)          A- (sf)/Watch Pos
  B        A (sf)          A- (sf)/Watch Pos
  C        A (sf)          A- (sf)/Watch Pos

  Ratings Raised

  D        A- (sf)         BBB- (sf)
  E        BB+ (sf)        B (sf)


* UK: Funding Gap May Put Care Providers at Risk of Collapse
------------------------------------------------------------
Barney Thompson at The Financial Times reports that the UK
competition regulator has warned Britain's care home sector has a
GBP1 billion annual funding gap that could force several care
providers out of business, even as demand rises from an ageing
population.

According to the FT, in the final report from its study of the
care homes market, the Competition and Markets Authority said on
Nov. 30 that care homes that were heavily reliant on funding from
local authorities were "not currently in a sustainable position".

The competition watchdog said there are about 410,000 residents in
11,300 care homes for the elderly across the UK, the FT relates.
Almost half of residents get some level of local authority
support, from fully subsidized fees to top-up payments, the FT
notes.

The CMA, as cited by the FT, said about a quarter of care homes
are "at risk of failure or exit" as more than 75% of their
residents are paid for by local authorities, making them most
likely to face a financial shortfall.

"As a whole, the sector is just able to cover its operating costs
and cover its cost of capital.  However, this is not the case for
those providers that are primarily serving state-funded
residents," the FT quotes the regulator as saying, adding: "The
current model of service provision cannot be sustained without
additional public funding."

The CMA estimated that if local authorities across the country
were to pay the full cost of care for all the residents they fund,
the extra burden would work out to between GBP900 million and
GBP1.1 billion a year.



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


* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
----------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Softcover: 240 pages
List Price: $34.95
Review by David Henderson
Order your personal copy today at http://is.gd/1GZnJk

The marvelous thing about capitalism is that you, too, can be a
Master of the Universe. If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days. Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever. There are no
Endless Summers in the market.

This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of
postWorld War II American capitalism. Covering the period from the
end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline. Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets. He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT). This
is a good read to put the recent boom and bust in a better
perspective.

While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s. There is
something about an expansive market that attracts and creates
Masters of the Universe. The Greek called it hubris.
The author tells a good joke to illustrate the successes and
failures of the period. It seems the young son of a
Conglomerateur brings home a stray mongrel dog. His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000. The
father is proudly flabbergasted, "You mean you found some fool
with that much money who paid you for that dog?" "Not exactly,"
the son replies, "I traded it for two $25,000 cats."

While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy." Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil. This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.

History repeats itself, endlessly, because so few people study
history. The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat. The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.

Robert Sobel was born in 1931 and died in 1999. He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was a
professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.



                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *