---

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

                           E U R O P E

          Tuesday, December 12, 2017, Vol. 18, No. 246


                            Headlines


G E O R G I A

ENERGO-PRO GEORGIA: Fitch Assigns Final BB IDR, Outlook Stable


L U X E M B O U R G

ARCELORMITTAL: Moody's Alters Outlook to Pos. & Affirms Ba1 CFR


N E T H E R L A N D S

STEINHOFF INT'L: Moody's Lowers Issuer Rating to B1
WOOD STREET: Fitch Raises Rating on Class E Notes to BB+


P O R T U G A L

ATLANTES MORTGAGES: Fitch Changes 'BB' Rating Outlook to Negative
BANCO BPI: Moody's Hikes Senior Unsecured Debt Rating to Ba1


R U S S I A

AHML JSC: Moody's Affirms Ba1 Long-Term Issuer Rating
ROSSETI PJSC: Moody's Hikes Corporate Family Rating to Ba1


S E R B I A

FABRIKA AKUMULATORA: Creditors Approve Batagon's Improved Offer


S P A I N

BBVA LEASING 1: Fitch Hikes Rating on Class B Notes to 'BB+sf'


U N I T E D   K I N G D O M

BOPARAN HOLDINGS: S&P Cuts CCR to B- on Underperformance
CARILLION PLC: Kiltearn Partners Halves Stake Amid Financial Woes
EPSTEIN THEATRE: Enters Administration, Rescue Talks Ongoing
FONTWELL SECURITIES 2016: Fitch Affirms CCC Rating on Cl. S Notes
FOUR SEASONS: In Talks with H/2 Capital on Debt Payment Deferral

MONARCH AIRLINES: Urged to Compensate Passengers After Slot Deal
PINEWOOD GROUP: Fitch Assigns Final BB IDR, Outlook Stable
SALISBURY II: Fitch Affirms 'BB+(EXP)' Rating on Class L Notes
TOROTRAK PLC: Appoints Administrators, Seeks Trading Suspension
TOYS R US: UK's Pension Scheme May Impact CVA Outcome


X X X X X X X X

* EMEA Auto Loan & Lease ABS Delinquency Up in 3Mos Ended August


                            *********



=============
G E O R G I A
=============


ENERGO-PRO GEORGIA: Fitch Assigns Final BB IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned JSC ENERGO-PRO Georgia (EPG) a final
Long-Term Issuer Default Rating (IDR) of 'BB'/Stable. This
follows the notes issue by EPG's parent.

The ratings are aligned with those of EPG's sole shareholder,
ENERGO-PRO a.s. (EPas), reflecting strong ties between the two,
as the parent provided guarantees for most of EPG's loans at end-
2016 and will provide direct funding in future. EPG is one of the
key operating subsidiaries within the group, and was responsible
for about 40% of EPas' EBITDA in 2016 (before the spin-off of
generation business).

The rating also reflects EPG's standalone profile, its natural
monopoly position in electricity distribution and supply, with
regulated asset-based tariffs set by the independent regulator in
Georgia, the relatively short track record of regulation, EPG's
small size compared to other rated CIS utilities, volatile EBITDA
and FX exposure.

KEY RATING DRIVERS

Distribution Focus: EPG is a distribution company formed by its
restructuring in December 2016 to meet the legal requirement to
unbundle generation and distribution businesses into separate
entities. The generation business was spun off into a new legal
entity - JSC ENERGO-PRO Georgia Generation - and all hydro
generation assets and 100% of shares of one of the previous
entity's subsidiaries, JSC Zahesi, were transferred to the newly
created entity. As a result, EPG's rating only reflects the
distribution business, which includes electricity supply as a
pass-through item. The company plans to unbundle the network and
supply business, as will be required by regulations.

Ratings Aligned with Parent: EPG is a part of ultimately
privately owned utilities group EPas, which also owns electricity
companies in Bulgaria and Turkey. Fitch assess the relationship
between EPG and EPas as strong, as the latter provided guarantees
for most debt outstanding at end-2016, consisting of loans from
Czech Export Bank (CEB, about 86%) and EPG accounted for about
40% of group EBITDA in 2016 (before the generation business spin-
off).

EPG provides loans to its shareholder, interest on which is
capitalised rather than paid, and the company considers these
non-repayable (prolonged upon maturity, as in 2017). EPas also
expects to refinance loans from CEB with proceeds from Eurobonds
at EPas level. EPG expects to set off the amount refinanced by
EPas with the respective amount of issued loans to the parent
following the refinancing. There is management commonality and no
significant ring-fence around EPG.

Large Georgian Distribution Company: EPG is one of the largest
electricity distribution companies, with a market share of about
46% of country consumption and 65% of consumption via
distribution companies. It distributes electricity to all regions
of Georgia except the capital Tbilisi and covers 85% of the
country's territory. EPG's credit profile is supported by its
natural monopoly position in electricity distribution and supply,
with regulated asset-based tariffs set by the independent
regulator in Georgia.

Supportive Regulation: The regulatory framework for the
electricity distribution business in Georgia has been based on
the regulated asset-based (RAB) principle since 2015. This is a
key component for determining capex, although it is based on
assets' book values rather than replacement values. The second
three-year regulatory period will start in 2018 and envisions the
upward revision of weighted average cost of capital to 16.4% from
13.54% to stimulate further investment in the sector.

Volume and price risks are mitigated by the correction mechanism
provided by the regulatory framework. The company applies for a
supply tariff revision within the tariff year if there are
significant fluctuations in electricity prices. This was the case
in 2015 following local currency devaluation, which had a direct
impact on electricity prices.

High FX Risks: EPG is exposed to FX fluctuation risks as almost
all its debt at end-2016 (about 96%) was denominated in foreign
currencies, mainly euros and US dollars. Most debt is from CEB,
mainly for investment programme funding. In contrast, all revenue
is denominated in local currency.

Healthy Cash Flows: Fitch expects EPG to continue generating
healthy cash flow from operations of about GEL70 million on
average over 2017-2020. Free cash flow may turn negative in 2017
due to weaker 2017 financial results and extensive capex, but
should be positive in 2018.

DERIVATION SUMMARY

EPG benefits from a more robust regulatory regime than rated CIS
peers, but it is smaller than some, such as PJSC Moscow United
Electric Grid Company (BB+/Stable). EPG is bigger than Mangistau
Electricity Distribution Network Company (BB-/Rating Watch
Negative) and Georgian Water and Power LLC (BB-/Stable). The
company has higher FFO net adjusted leverage than Georgian Water
and Power, but operates under a more robust regulatory regime.

KEY ASSUMPTIONS

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

- Georgian GDP growth of 3.5%-4.1% over 2017-2020;
- Georgian CPI of 3%-5.5% over 2017-2020;
- electricity consumption to grow slightly below GDP growth
   in 2017-2020;
- capex close to management expectations of about GEL66 million
   on average over 2017-2021;
- debt refinancing with an external Eurobond at EPas level in
   2017.

RATING SENSITIVITIES

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

Fitch rates EPG at the level of the Country Ceiling and therefore
it does not expect a positive rating action in the near future,
unless Georgian's Country Ceiling is upgraded. However, factors
that Fitch considers relevant for potential future positive
action include the stronger financial profile of EPG's parent.

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

- Negative rating action on the parent, ENERGO-PRO, assuming the
   links remain strong.

ENERGO-PRO a.s.

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

- Increased scale of operation, less volatile earnings, strong
   track record of supportive regulation and reduction of FX
   exposure
- Improved FFO-adjusted net leverage (excluding connection fees
   and including group guarantees) below 3.5x on a consistent
   basis

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

- A reduction in profitability and cash generation, leading to
   an increase in FFO adjusted net leverage (excluding connection
   fees and including group guarantees) above 4.5x and FFO fixed
   charge coverage consistently below 4x

LIQUIDITY

Weak but Manageable Liquidity: Fitch views EPG's liquidity as
weak, but manageable. At end-2016 EPG's short-term debt
(distribution business only) totalled GEL115 million against cash
and cash equivalents of GEL32 million, along with unused credit
facilities of GEL11 million (euro denominated). The company
expects to roll over short-term loans for working capital funding
purposes at the end of the year, which is a common practice in
Georgia. The remaining loans from CEB are to be refinanced from
the proceeds of the Eurobonds issued by the parent. Fitch expect
that FCF may turn negative in 2017, which will add to funding
requirements.

FULL LIST OF RATING ACTIONS

- Long-Term Local and Foreign Currency IDR assigned at 'BB',
   Stable Outlook

- Short-Term Local and Foreign Currency IDR assigned at 'B'



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


ARCELORMITTAL: Moody's Alters Outlook to Pos. & Affirms Ba1 CFR
---------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on all the ratings of ArcelorMittal, the world's largest
steel company. At the same time, the rating agency has affirmed
ArcelorMittal's Ba1 corporate family rating (CFR) and Ba1-PD
probability of default rating (PDR), as well as the company's Ba1
senior unsecured ratings and (P)Ba1 senior unsecured MTN program
and shelf ratings. Additionally, Moody's has affirmed the Non-
Prime (NP) and (P)NP short-term ratings.

"The outlook change to positive from stable reflects
ArcelorMittal's strengthening credit profile on the back of
improved market conditions, successful efforts to reduce debt and
expectations that its free cash flow will turn positive in 2017-
18," says Gianmarco Migliavacca, a Moody's Vice President --
Senior Credit Officer and lead analyst for ArcelorMittal.

The positive outlook incorporates Moody's revised forecast for
adjusted gross debt/EBITDA, which should reduce to a level below
3x by end-2017 and into 2018. It also reflects the rating
agency's expectation that free cash flow will become materially
positive in Q4 2017 and into 2018, even after assuming a modest
negative initial impact on credit metrics and cash flows from the
acquisition of Ilva, which Moody's assumes will be completed
during H1 2018.

RATINGS RATIONALE

The outlook change to positive from stable is driven by the
projected improvement of ArcelorMittal's key credit metrics and
free cash flow towards levels more commensurate with a Baa3 rated
company.

The rating agency's expectation of a stronger financial profile
for the company is underpinned by the assumption of more
supportive operating conditions across all the main markets in
which the company operates. Steel spreads are projected to remain
at healthy levels in 2018 and 2019 and broadly in line with 2017,
which is consistent with Moody's current stable outlook on the
steel sector across all regions including China.

The structural rebalancing of steel demand and supply taking
place in China should also support industry fundamentals
elsewhere, considering that China accounts for more than 50% of
global steel consumption and production.

Under the assumption of a stable demand environment for the main
underlying steel end-markets, and of ongoing actions to reduce
costs and improve productivity according to the company's multi-
year 'Action 2020' plan, Moody's expects a further improvement in
ArcelorMittal's adjusted EBITDA in 2018-19 towards a range of
$8.6 billion to $9 billion, from a level of $8.5 billion
estimated for 2017 and from a much lower level of $6.2bn in 2016.

At the same time, Moody's anticipates further reduction of the
adjusted gross debt towards $22 billion by year-end 2019, from
$23.8 billion anticipated by end-2017, following the voluntary
prepayment of $1.25 billion notes via a public cash tender offer
completed in October 2017. As a result, the projected adjusted
gross debt/EBITDA should be positioned at around 2.5x in 2018-19
from 2.8x estimated by the end of December 2017.

The positive outlook also reflects Moody's expectation of a
positive Free Cash Flow (FCF) of around $1.1bn in 2017, assuming
a large working capital inflow in Q4 2017, partly offsetting
material outflows in previous quarters, and a much higher FCF in
2018-19 in excess of $2 billion. The sustainably higher FCF is
underpinned by higher projected EBITDA and a normalisation of
working capital assuming steel and raw material prices are more
stable, after their significant increase during 2017. The higher
projected cash flows from operations should accommodate capex of
around $3.7 billion annually in both 2018 and 2019. The higher
projected capex vs $2.9bn expected in 2016 includes investments
of around $500 million per annum Moody's assumes will be required
to turnaround Ilva in Italy, assuming the acquisition is closed
by April 2018, and around $350 million per annum to expand
production and improve productivity in Mexico.

Positive FCF and large committed credit facilities should
strengthen the company's liquidity position, which Moody's
considers as good. Healthy liquidity provides meaningful headroom
to support the company's financial profile ahead of the next
cyclical downturn, in case of unexpected underperformance within
a single region, or during the execution of the Ilva turnaround
plan.

The affirmation of the CFR is underpinned by Moody's view that
ArcelorMittal's rating is solidly positioned at Ba1, reflecting
the company's (1) strong market position in the global steel
industry; (2) strong geographical and product diversification;
(3) partial vertical integration into iron ore and coking coal,
which mitigates the company's exposure to increases in raw
material prices; (4) improving adjusted gross debt/EBITDA towards
3x or below 3.9x in 2016; and (5) good liquidity profile.

At the same time, the rating still reflects (1) a history of low
profitability, negative or marginally positive FCF and high
leverage in the past five years, and only a limited track record
of higher EBIT margin and lower leverage from 2017, with an
adjusted EBIT margin and gross leverage of 8.3% and 3.1x
respectively for the 12 months to September 2017; (2) moderate to
high execution risk to completely turnaround Ilva after its
acquisition, which is expected to close in the H1 2018; and (3)
exposure to highly cyclical end-user markets.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could upgrade the ratings if (1) Moody's adjusted
leverage were to trend below 3.0x on a sustainable basis; (2)
ArcelorMittal's profitability were to improve with its Moody's
adjusted EBIT margin to increase to levels around 8% or above;
(3) the company's cash from operation minus dividend (CFO-div)
/debt were to move towards 25%; and (4) the company maintains
positive FCF on a sustainable basis.

Moody's could downgrade the rating if (1) ArcelorMittal's
profitability falls with its Moody's-adjusted EBIT dropping below
6%; (2) the company's Moody's-adjusted leverage remains
consistently above 4.0x debt/EBITDA; (3) its (CFO-div) /debt
decreases below 15%; (4) it pursues M&A activity resulting in
higher leverage; and (5) the company generates negative free cash
flow over multiple years.

PRINCIPAL METHODOLOGY

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

ArcelorMittal is the world's largest steel producing company,
with an annual production of more than 90 million tons of crude
steel and steel shipments of 83.9 million tons in the financial
year ended December 31, 2016. The company operates in more than
60 countries worldwide, with steel manufacturing plants in 20.
For the full year 2016, the company reported revenue of $56.79
billion and a EBITDA of $6.2 billion.



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


STEINHOFF INT'L: Moody's Lowers Issuer Rating to B1
---------------------------------------------------
Moody's Investors Service has downgraded the issuer ratings of
Steinhoff International Holdings N.V. and Steinhoff Investment
Holdings Limited, and the senior unsecured notes rating of
Steinhoff Europe AG by four notches to B1 from Baa3. At the same
time, Steinhoff Investment Holdings Limited's national scale
long-term issuer rating was downgraded to Baa3.za from Aa1.za.
The ratings were simultaneously put under review for further
downgrade.

The downgrade of Steinhoff's ratings and review for further
downgrade reflect the uncertainties and implications for the
company's liquidity and debt capital structure arising from an
announcement by Steinhoff's Supervisory Board on December 6,
2017. The Supervisory Board advised that new information has come
to light which relates to accounting irregularities requiring
further investigation with the possibility of restatement of
prior years' financial statements. This prompted the immediate
resignation of the CEO.

Given that allegations of accounting irregularities were raised
and rebutted in August 2017 and again in November 2017, it calls
into question the quality of oversight and governance at
Steinhoff.

RATINGS RATIONALE

Steinhoff International Holdings N.V's B1 rating and Steinhoff
Investment Holdings Limited's B1/Baa3.za ratings continue to
reflect the company's: (1) large scale; (2) business and
geographic diversity; (3) incorporation in the Netherlands with
limited EBITDA exposure to South Africa; and (4) extraction of
volume-driven cost benefits from being a vertically integrated
retailer.

The ratings have also previously considered a number of apparent
strengths including Steinhoff's position in the mass discount
market, where it continues to grow market share and holds between
the top and third-largest positions in its various operating
regions and segments. Steinhoff's resilient operational profile
reflects its exposure to the better performing economies in
Europe, as well as its focus on the mass discount market.

Moody's further recognizes the financial flexibility offered by
Steinhoff's substantial listed investments and almost completely
unencumbered European property portfolio spanning retail,
warehousing and manufacturing.

Steinhoff's credit profile comprises complex corporate legal
structure and financial reporting considerations. This is a
feature of rapid expansion by the company through acquisitions.
This complicates the assessment of trend lines for credit
metrics.

Moody's review will focus on the findings of Steinhoff's
Supervisory Board investigation into accounting irregularities
and the consequences for the company's credit profile. Should
further details of the accounting irregularities put additional
pressure on Steinhoff's financial condition, this could lead to
further downward pressure on the ratings.

Incorporated in the Netherlands, Steinhoff is a vertically
integrated retailer servicing value-conscious consumers and
investing in complementary businesses. Steinhoff is a parent
company, with full ownership of Mattress Firm Holding Corp. and
Steinhoff Finance Holding GmbH, with the latter housing its
operating assets in Europe, the UK and Asia Pacific. Steinhoff
also fully owns Steinhoff Investment Holdings Limited, which
houses its African operating assets, including its 76.81%
investment in Steinhoff Africa Retail Limited.

Based on the six months ended 31 March 2017 financial report,
Steinhoff Europe AG, which is 100% owned by Steinhoff, reported
revenues of approximately EUR6 billion.

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


WOOD STREET: Fitch Raises Rating on Class E Notes to BB+
--------------------------------------------------------
Fitch Ratings has upgraded four tranches of Wood Street CLO VI
B.V.:

EUR15,450,662 Class B: upgraded to 'AAAsf' from 'A+sf'; Outlook
Stable

EUR18,400,000 Class C: upgraded to 'AAsf' from 'BBB+sf'; Outlook
Stable

EUR15,500,000 Class D: upgraded to 'BBB+sf' from 'BB+sf';
Outlook
Stable

EUR13,200,000 Class E: upgraded to 'BB+sf' from 'B+sf'; Outlook
Stable

Wood Street CLO VI B.V. is a securitisation of mainly European
senior secured loans with a total note issuance of
EUR325.8million invested in a target portfolio of EUR317.1
million. The portfolio is actively managed by Alcentra Limited.

KEY RATING DRIVERS

The upgrade reflects increases in credit enhancement due to the
transaction's deleveraging and improvement in the portfolio's
credit quality.

Over the past 12 months, the class A-1 and A-2 notes have been
paid in full and the class B notes have been paid down by EUR8.2
million. The deleveraging of the transaction has led to a
significant increase in the notes' credit enhancement. Credit
enhancement on the remaining class B notes has increased to
82.63% from 42.37%, on the class C notes to 61.95% from 32.62%,
on the class D notes to 44.53% from 24.41% and on the class E
notes to 29.69% from 17.41%.

Following the deleveraging, the portfolio obligor concentration
has increased: The number of performing obligors has fallen to 27
from 46, the largest obligor represents 9.27% and the largest 10
obligors represent 66.15% of the portfolio notional. Fitch
expects obligor concentration to increase as the portfolio
continues to pay down and concentration risk may cause volatility
in portfolio performance. As such, Fitch has upgraded the class C
and D notes to below their model-implied ratings.

The weighted average rating factor (WARF) as calculated by Fitch
and which indicates the credit quality of the portfolio, has
slightly improved to 35.2 from 38.9 over the past 12 months as
lower-rated assets have been repaid or sold. The weighted average
recovery rate (WARR) has increased to 64.51% from 63.23%.

As of the October investor report the transaction was passing all
its over-collateralisation and interest coverage tests but was
failing two collateral quality test and two portfolio profile
tests. The transaction ended its reinvestment period in October
2014 and with the failure of these tests the reinvestment of
unscheduled principal proceeds and the proceeds from the sale of
credit-impaired and -improved assets is not permitted.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would not affect the notes' ratings.

A 25% reduction in recovery rates would lead to a downgrade of
one notch for the class E notes.

A combined stress of default multiplier of 125% and recovery rate
multiplier of 75% would lead to a downgrade of one notch for the
class D notes and three notches for the class E notes.



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


ATLANTES MORTGAGES: Fitch Changes 'BB' Rating Outlook to Negative
-----------------------------------------------------------------
Fitch Ratings has revised the Rating Watch on Atlantes Mortgages
No.2 to Negative from Evolving.

The transaction is a securitisation of seasoned Portuguese
residential mortgages originated by Banco Santander Totta, S.A.

KEY RATING DRIVERS

European RMBS Rating Criteria

Fitch has applied its European RMBS Rating Criteria. Fitch placed
the ratings on Rating Watch Evolving (RWE) on October 5, 2017.

The resultant model-implied ratings are sensitive to the outcome
of the two issues outlined below that were identified during the
review of the ratings. Fitch has placed the ratings on Rating
Watch Negative pending their resolution.

Provisioning Mechanism
As of the 18 September 2017 interest payment date, the
transaction investor reporting showed a total balance for the
class A, B, and C notes of EUR175.1 million. In comparison the
investor reporting reported an ending collateral balance (net of
write-offs) of EUR171.8 million.

The loan-level data for the corresponding cut-off date of 31
August 2017 reported a current balance of EUR168.6 million of
performing and delinquent loans plus EUR 7.4 million of defaulted
loans.

Following a review of transaction documentation and discussions
with the servicer, Fitch is of the opinion that the transaction
provisioning mechanism has not been correctly applied, resulting
in insufficient provisioning (and amortisation of rated notes)
taking place to date. This item is currently under review by the
servicer and Fitch anticipates that the servicer will take
corrective action if it deems that it is required.

Multiple Loans
Across the Atlantes and Azor Mortgages transactions Fitch has
identified the situation whereby multiple loans are reported to
be secured upon the same property (i.e. duplicate property
identifier within and across portfolios).

Based upon a review of the loan-level data Fitch understands that
this reflects financing arrangements such as further advances,
where multiple loans to the same borrower are secured upon the
same property.

In this situation, Fitch expects the loan-level data to reflect
the arrangement by adjusting the data provided in the valuation
amount or pro-rata balance field. The loan-level data does not
appear to reflect the presence of multiple loans attached to
individual properties. Fitch has not so far applied any
quantitative adjustment to address this. This issue is being
investigated by the servicer and Fitch expects to receive, for
example, updated loan-level information.

RATING SENSITIVITIES

A timely resolution of the provisioning mechanism issue may in
isolation lead to an upgrade, taking into account the resultant
model-implied rating. Any rating actions will be subject to the
sovereign rating cap of 'A+sf' for Portuguese RMBS.

A timely resolution of the multiple loan issue may in isolation
lead to a downgrade or upgrade, depending upon the magnitude of
the data adjustments and the presence of any other remedial
action.

A non-timely resolution of either of the above issues may lead to
a downgrade, or withdrawal of the ratings. The servicer has
indicated to Fitch that it intends to resolve the issues on a
timely basis.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. The findings were reflected in this
analysis by placing all ratings on RWN for the reasons described
above. Fitch has not reviewed the results of any third party
assessment of the asset portfolio information or conducted a
review of origination files as part of its ongoing monitoring.

Fitch did not undertake a review of the information provided
about the underlying asset pools ahead of the transactions'
initial closing. The subsequent performance of the transactions
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that
the asset pool information relied upon for its initial rating
analysis was adequately reliable.

Overall and together with the assumptions referred to above,
Fitch's assessment of the information relied upon for the
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

Fitch has revised the Rating Watch on the following ratings:

Class A (ISIN XS0348690651): 'Asf'; Rating Watch revised to
Negative from RWE

Class B (ISIN XS0348690735): 'BBBsf'; Rating Watch revised to
Negative from RWE

Class C (ISIN XS0348691972): 'BBsf'; Rating Watch revised to
Negative from RWE


BANCO BPI: Moody's Hikes Senior Unsecured Debt Rating to Ba1
------------------------------------------------------------
Moody's Investors Service has upgraded the following ratings of
Banco BPI S.A. (BPI) and its supported entities, where
applicable: (1) the long- and short-term deposit ratings to
Baa3/Prime-3 from Ba3/Not Prime; (2) the senior unsecured debt
ratings to Ba1 from Ba3; and (3) the baseline credit assessment
(BCA) and adjusted BCA to ba3 from b1 and to ba2 from ba3
respectively. The outlook on the long-term debt and deposit
ratings changed to positive from stable.

As part of rating action, Moody's has also upgraded the following
ratings and assessments: (1) the subordinated debt ratings to Ba3
from B1; (2) the junior subordinated programme ratings to (P)B1
from (P)B2; and (3) its long- and short-term Counterparty Risk
Assessment (CRA) to Baa3(cr)/Prime-3(cr) from Ba1(cr)/Not
Prime(cr). BPI's and its supported entities' short-term programme
ratings have been affirmed at (P) Not Prime and Not Prime,
respectively.

The upgrade of BPI's ratings reflects the combination of several
factors, including (1) the achieved improvements in its financial
fundamentals since Spanish CaixaBank, S.A. (Baa2 positive/Baa2
stable; BCA ba1) assumed majority ownership in February 2017, (2)
the ongoing closer integration of BPI into the group reflected in
Moody's reassessing affiliate support as "high" from "moderate"
previously; and (3) changes to the rating agency's standard
assumptions under its Advanced Loss Given Failure (LGF) analysis,
following the bank's current liability structure that offers more
protection for non-preferred depositors due to a higher volume of
these instruments.

The positive outlook reflects the upward pressure that could
develop on the long-term debt and deposit ratings if the current
positive trends on the bank's financial fundamentals consolidate
over the outlook period.

RATINGS RATIONALE

-- RATIONALE FOR THE UPGRADE OF THE BCA

The upgrade of BPI's standalone BCA to ba3 from b1 reflects the
bank's improved financial profile following the assumption of
majority ownership by CaixaBank in February 2017 and the
progressive alignment of BPI's business strategies and operations
with those of its new parent. In particular, Moody's has
considered BPI's enhanced solvency levels, its modest albeit
improving domestic profitability metrics and its better-than-
average asset-risk indicators which are also gradually improving.

BPI's asset-risk metrics have been improving since mid-2016. At
end-September 2017, the bank had a Moody's estimated non-
performing loan (NPL) ratio of 6.8%, down from 8.4% at year-end
2016. BPI also has a low level of other problematic exposures,
such as real-estate assets that the bank has acquired in recent
years. Including these exposures, the bank's non-performing asset
(NPA; defined as NPLs plus real-estate assets) ratio rises to
7.2% as of the end of September 2017.

The bank's capital levels have also improved significantly.
Moody's preferred capital measure, Tangible Common Equity to
risk-weighted assets, stood at 13.1% as of the end of September
2017, up from 8.5% a year earlier. This increase was mainly due
to the deconsolidation of BPI's Angolan subsidiary Banco de
Fomento de Angola S.A. (BFA), which took place in January 2017,
following the sale of a 2% stake in the Angolan bank. In its
assessment of capital strength, the rating agency has also
positively taken into account the capital impact of a number of
recently announced strategic business and subsidiary sales.
However, Moody's notes that BPI's overall capitalisation is still
constrained by the risks stemming from its remaining significant
exposure to Angola, given that it still holds a 48.1% stake in
BFA.

BPI's domestic profitability is improving as a result of the
bank's restructuring efforts and the integration of the bank into
CaixaBank group. Moody's notes that higher earnings will
compensate for the negative pressure stemming from the lower
contribution of the bank's operations in Angola. Moody's also
note positively that the integration of BPI into CaixaBank's
group will generate synergies amounting to around EUR120 million
in the period of 2017-2019.

-- RATIONALE FOR THE UPGRADE OF SENIOR DEBT AND DEPOSIT RATINGS
WITH A POSITIVE OUTLOOK

The upgrade of BPI's and it subsidiaries' long-term debt and
deposit ratings to Ba1 and Baa3, respectively, reflects: (1) the
upgrade of the bank's BCA to ba3 from b1; (2) the upgrade of the
bank's adjusted BCA to ba2 from ba3 after considering high
probability of affiliate support from CaixaBank; (3) a one notch
and a two notch of uplift from Moody's Advanced LGF analysis,
respectively; and (4) Moody's assessment of a low probability of
government support, which results in no uplift.

Moody's has decided to raise the likelihood of affiliate support
from CaixaBank to high, from a previous moderate, as a result of
the ongoing, effective integration of BPI into CaixaBank's group.
However, this revised assumption results in an unchanged one-
notch uplift for the bank's adjusted BCA of ba2.

In addition, the rating agency has changed the standard
assumption of junior deposits of its Advanced Loss Given Failure
(LGF) analysis. Moody's views that around 26% of BPI's deposits
can be considered junior and qualify as bail-in-able under the
Bank Recovery and Resolution Directive (BRRD), as opposed to the
previous assumption of 10%. This higher volume of non-preferred
deposits now result into a two-notch uplift for deposits and one-
notch uplift for senior debt, from no uplift previously.

The positive outlook reflects the upward pressure that could
develop on the long-term debt and deposit ratings if the current
positive trends on the bank's financial fundamentals consolidate
over the outlook period.

-- RATIONALE FOR THE UPGRADE OF THE CR ASSESSMENT

As part of rating action, Moody's has also upgraded the CR
Assessment of BPI to Baa3(cr)/Prime-3(cr) from Ba1(cr)/Not
Prime(cr), two notches above the adjusted BCA of ba2. The CR
Assessment is driven by the banks' adjusted BCA and by the
cushion against default provided to the senior obligations
represented by the CR Assessment by subordinated instruments
amounting to 16.9% of tangible banking assets.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Upward pressure on BPI's adjusted BCA could be exerted if the
current positive trends on the bank's financial fundamentals
consolidate over the outlook period. In particular, BPI's
adjusted BCA could be upgraded as a result of (1) stronger
tangible common equity (TCE) levels, (2) further improvement in
the bank's asset-risk profile, (3) a sustainable recovery in the
banks domestic recurring earnings, and (4) a reassessment of the
likelihood of affiliate support.

Downward pressure on the bank's adjusted BCA could develop as a
result of (1) a reversal in current asset-risk trends, with an
increase in the stock of NPLs or other problematic exposures, or
both; (2) a weakening of BPI's risk-absorption capacity when
measured against its asset-risk profile; and (3) Moody's
reassessment of the likelihood of affiliate support.

As the bank's debt and deposit ratings are linked to the adjusted
BCA, any change to it would likely also affect these ratings.
BPI's deposit and senior debt ratings could also change due to
movements in the loss-given failure faced by these securities.

LIST OF AFFECTED RATINGS

Issuer: Banco BPI S.A.

Upgrades:

-- Long-term Counterparty Risk Assessment, upgraded to Baa3(cr)
    from Ba1(cr)

-- Short-term Counterparty Risk Assessment, upgraded to P-3(cr)
    from NP(cr)

-- Long-term Bank Deposits, upgraded to Baa3 Positive from Ba3
    Stable

-- Short-term Bank Deposits, upgraded to P-3 from NP

-- Long-term Issuer Rating, upgraded to Ba1 Positive from Ba3
    Stable

-- Senior Unsecured Medium-Term Note Program, upgraded to (P)Ba1
    from (P)Ba3

-- Subordinate Medium-Term Note Program, upgraded to (P)Ba3 from
    (P)B1

-- Junior Subordinate Medium-Term Note Program, upgraded to
    (P)B1 from (P)B2

-- Adjusted Baseline Credit Assessment, upgraded to ba2 from ba3

-- Baseline Credit Assessment, upgraded to ba3 from b1

Affirmations:

-- Other Short Term, affirmed (P)NP

Outlook Action:

-- Outlook changed to Positive from Stable

Issuer: Banco BPI Cayman Ltd

Affirmation:

-- Backed Commercial Paper, affirmed NP

No Outlook assigned

Issuer: Banco BPI S.A. (Cayman)

Upgrades:

-- Long-term Counterparty Risk Assessment, upgraded to Baa3(cr)
    from Ba1(cr)

-- Short-term Counterparty Risk Assessment, upgraded to P-3(cr)
    from NP(cr)

-- Senior Unsecured Regular Bond/Debenture, upgraded to Ba1
    Positive from Ba3 Stable

-- Subordinate Regular Bond/Debenture, upgraded to Ba3 from B1

Outlook Action:

-- Outlook changed to Positive from Stable

Issuer: Banco BPI S.A. (Madeira)

Upgrades:

-- Long-term Counterparty Risk Assessment, upgraded to Baa3(cr)
    from Ba1(cr)

-- Short-term Counterparty Risk Assessment, upgraded to P-3(cr)
    from NP(cr)

No Outlook assigned

Issuer: Banco BPI S.A. (Santa Maria)

Upgrades:

-- Long-term Counterparty Risk Assessment, upgraded to Baa3(cr)
    from Ba1(cr)

-- Short-term Counterparty Risk Assessment, upgraded to P-3(cr)
    from NP(cr)

No Outlook assigned

PRINCIPAL METHODOLOGY

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



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


AHML JSC: Moody's Affirms Ba1 Long-Term Issuer Rating
-----------------------------------------------------
Moody's Investors Service has affirmed Russian-based Agency for
Housing Mortgage Lending JSC's (AHML) Ba1 long-term local- and
foreign-currency issuer and long-term local-currency senior
unsecured debt ratings, Not-Prime short-term local- and foreign-
currency issuer ratings as well as Ba1(cr)/Not-Prime(Cr)
Counterparty Risk Assessments, and assigned ba2 Baseline Credit
Assessment (BCA)/Adjusted BCA. The outlook on the long-term
issuer ratings is stable.

The rating action follows Russian government's recent decision to
transfer its 100% stake in Bank Rossiysky Capital (BRC) to AHML
and Moody's applying Banks methodology for standalone and
supported ratings of AHML.

RATINGS RATIONALE

The affirmation of AHML's Ba1 long-term issuer and senior
unsecured debt ratings and the assignment of ba2 BCA reflect the
current balance between the key credit strengths and weaknesses
of AHML. Being 100% owned by the government of Russia (Ba1
stable), AHML benefits from the very high government support
considerations that equalise AHML's long-term rating with ratings
of the Russian government. The individual credit strengths
reflect (1) historically modest leverage; (2) low appetite for
credit risk and prudent risk management; (3) recently very strong
and sustainable operating performance and (4) currently good
short-to-medium term liquidity. At the same time, the credit
challenges include (1) wholesale funding reliance and (2) AHML's
recently increasing involvement into new business initiatives,
including the upcoming consolidation of BRC, that are expected to
increase AHML's leverage while also reducing profitability.

Moody's very high government support assumptions are based on
AHML's strategic importance due to its policy role of supporting
and developing residential housing and mortgage market in Russia.
In the recent years, AHML's policy role has been extended from
promoting the mortgage market to developing the rental housing
market and stimulating the supply of affordable housing. Very
high government support assumptions also capture AHML's special
status as well as state guarantees on part of its outstanding
bond issues. Being in the list of strategic entities of the
Russian Federation, AHML also has specific revenue-raising power
with respect to state-owned land, which effectively represents
regular committed financial support from the government.

While AHML's capital adequacy will decline and profitability will
fall, following the upcoming takeover of BRC and the ongoing
growth of risk-weighted assets, Moody's expect solvency profile
to remain strong, securing some resilience of AHML's BCA to this
expected deterioration in the solvency metrics. Meanwhile, AHML
reported very strong solvency metrics with tangible common equity
to total assets ratio at 38.5%, annualized return on average
assets at 4.3% and problem loans to gross loan book at 3.6% as of
September 30, 2017, according to the International Financial
Reporting Standards (IFRS) report.

RATIONALE FOR OUTLOOKS

The stable outlook mirrors the stable outlook on the Russian
Government's ratings and reflects relative resilience of AHML's
long-term ratings to the possible deterioration of its standalone
credit profile, following the takeover of Bank Rossiysky Capital
that will weaken AHML's historically very high solvency metrics.

WHAT COULD MOVE THE RATINGS UP/DOWN

Long-term ratings could benefit from positive rating action on
the sovereign ratings. The positive rating action on AHML's BCA
is unlikely in the next 12 to 18 months, because of the existing
downward pressure on the solvency metrics.

AHML's long-term ratings could be downgraded in case of a
lowering of Russian government's rating or reduced government
support assumptions. AHML's BCA could be downgraded if the
upcoming takeover of BRC were to lead to the substantial
deterioration of AHML's solvency metrics.

LIST OF RATINGS

Issuer: Agency for Housing Mortgage Lending JSC

Assignments:

-- Adjusted Baseline Credit Assessment, Assigned ba2

-- Baseline Credit Assessment, Assigned ba2

Affirmations:

-- LT Issuer Rating, Affirmed Ba1, Outlook Remains Stable

-- ST Issuer Rating, Affirmed NP

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1,
    Outlook Remains Stable

-- BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba1,
    Outlook Remains Stable

-- LT Counterparty Risk Assessment, Affirmed Ba1(cr)

-- ST Counterparty Risk Assessment, Affirmed NP(cr)

Outlook Actions:

-- Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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


ROSSETI PJSC: Moody's Hikes Corporate Family Rating to Ba1
----------------------------------------------------------
Moody's Investors Service has upgraded to Ba1 from Ba2 the
corporate family ratings (CFRs) and to Ba1-PD from Ba2-PD the
respective probability of default ratings (PDRs) of Russian
national power transmission and distribution company ROSSETI,
PJSC (Rosseti) and its subsidiaries (MOESK, PJSC, Lenenergo,
PJSC, IDGC of Center and Volga Region, PJSC, IDGC of Urals, JSC,
IDGC of Volga, PJSC). Concurrently, the agency has affirmed the
Ba1 CFR and Ba1-PD PDR of FGC UES, JSC (FGC). The outlook on all
ratings is stable.

"Our decision to upgrade Rosetti reflects its strong financial
profile, ample liquidity, it's dominant market position and the
regulatory environment which allows for operating costs and
investments to be recovered albeit with delays," says Julia
Pribytkova, a Vice President -- Senior Analyst at Moody's.

RATINGS RATIONALE

- UPGRADE OF ROSSETI AND REGIONAL DISTRIBUTION SUBSIDIARIES

The upgrade of Rosseti and its regional electricity distribution
subsidiaries reflect Moody's opinion that (1) the regulatory
environment for the Russian energy grids, albeit still evolving,
provides for a timely recovery of operating costs, a somewhat
deferred but guaranteed recovery of investments into
infrastructure and an adequate return on such investments; (2)
electricity distribution volume risks are limited in the future,
given the companies' strong or dominant positions in the majority
of their markets; (3) their financial profiles have recovered
after a weak 2015 and are strong for the current rating category;
and (4) liquidity for all group companies is robust.

As Rosseti is an 88% state-owned company, Moody's applies its
Government-Related Issuer (GRI) rating methodology in determining
the company's rating. FGC is an 80.13% owned subsidiary of
Rosseti, but according to the shareholder agreement between the
Russian Government and Rosseti, the government retains direct
control over FGC, therefore the rating agency also considers it
to be a GRI. According to the GRI methodology, Rosseti's and
FGC's ratings of Ba1 are driven by a combination of (1) the
companies' baseline credit assessment (BCA), a measure of
standalone credit strength, of ba1; (2) the Ba1 rating of the
Russian government, with a stable outlook; (3) the high default
dependence between the companies and the government; and (4) the
high probability of provision of state support to the companies
in the event of financial distress.

As part of this rating action Moody's has upgraded the BCA of
Rosseti to ba1 from ba3 following an upward revision of the
following qualitative factors for Rosseti and its rated
subsidiaries, namely:

- Stability and predictability of regulatory regime has been
revised to Ba from B for all group companies, following a review
of the track record of application of regulatory norms to the
sector during 2011-17.

- Asset ownership model has been revised to Aaa from Baa for all
group companies reflecting the fact that close to 100% of the
companies' infrastructure is fully owned, and credit risk
stemming from a change in ownership is minimal given the absence
of privatisation plans.

- Revenue risk has been revised to Baa from Ba for all group
companies (except for FGC), reflecting the grids' strong
positions on the Russian market and limited competition. In the
case of FGC the factor scoring has been revised to A from Baa
reflecting the company's monopoly position on the Russian market.
At the same time Moody's expects that the operating environment
for these companies will remain challenging. This is the result
of continuing weak domestic demand resulting from Russia's
structurally weak growth potential, as well as the limited
availability of favourably priced investment capital.

- Scale and Complexity of Capital Program -- all group companies
(except for FGC) have been repositioned at different but higher
levels on this factor reflecting a step-down in capex as they
move toward completion of large-scale modernisation programmes,
and considering moderate routine maintenance requirements going
forward.

- Financial policy - to Baa from Ba for all group companies.
Moody's views the group's dividend and financial policies as
relatively conservative and aimed at maintaining a robust
financial profile, sound liquidity and an internal limit on
leverage at 3.0x measured by debt/EBITDA.

Moody's has also revised the assumption of extraordinary state
support embedded within the ratings of Rosseti and FGC to "high"
from "strong" given the Russian government's credit strength, and
a demonstrated track record of providing extraordinary support to
the group companies in the event of need.

Moody's equalised the ratings of the regional distribution
subsidiaries of Rosseti at Ba1 notwithstanding their varying
scale of operations, market positioning and other company-
specific factors, taking into consideration (1) close involvement
of Rosseti as the management company into subsidiaries' budgeting
and funding process; (2) Rosseti's key role in determining their
strategy and oversight of its implementation, and (3) a track
record of Rosseti orchestrating cash flow streams including
dividend payments and intracompany loans within the group to
maintain overall group liquidity and sustainable adherence to
group-wide financial policies, in particular a limit on leverage
measured by debt/EBITDA of 3.0x.

- AFFIRMATION OF FGC

Moody's has affirmed the CFR of FGC at Ba1. Concurrently, Moody's
upgraded its BCA to ba1 from ba2 following the revision of
qualitative metrics and also reflecting the company's strong
financial metrics and liquidity. Moody's notes that FGC, albeit
part of the Rosseti group, is positioned stronger than other
group companies on the Cost and recovery factor and Revenue risk,
given its monopoly position on the Russian market, and weaker on
the Scale and Complexity of Capital Program factor given its
potentially more demanding investment plan.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the
companies will maintain strong financial metrics and robust
liquidity in line with the agency's expectations.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Positive pressure on the ratings and the outlook could arise if
the government bond rating of Russia were upgraded, provided that
(1) there is a clear evidence that the regulatory regime for the
sector is evolving in the positive direction, providing for
robust and predictable long-term recovery of costs and
investments; and (2) the companies maintain strong credit
profiles and robust liquidity in line with Moody's expectations.
Continued evidence of state support for the sector, as well as
companies' disclosure standards, would also be prerequisites for
a higher rating.

Conversely, (1) negative developments in the regulatory
environment for the sector pressuring the companies' ability to
recover costs and investment, and/or providing for a lower
transparency into the companies' future cash flow generating
capacity, or (2) FFO interest coverage and FFO/net debt falling
materially and persistently below 4.0x and mid-twenties,
respectively, or (3) downward reassessment of government support
for the sector, or (4) liquidity constraints, could exert
negative pressure on the ratings.

LIST OF AFFECTED RATINGS

Upgrades:

ROSSETI, PJSC

-- Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD

-- Corporate Family Rating, upgraded to Ba1 from Ba2

Stable Outlook

IDGC of Center and Volga Region, PJSC

-- Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD

-- Corporate Family Rating, upgraded to Ba1 from Ba2

Stable Outlook

IDGC of Urals, JSC

-- Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD

-- Corporate Family Rating, upgraded to Ba1 from Ba2

Stable Outlook

IDGC of Volga, PJSC

-- Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD

-- Corporate Family Rating, upgraded to Ba1 from Ba2

Stable Outlook

Lenenergo, PJSC

-- Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD

-- Corporate Family Rating, upgraded to Ba1 from Ba2

Stable Outlook

MOESK, PJSC

-- Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD

-- Corporate Family Rating, upgraded to Ba1 from Ba2

Stable Outlook

Affirmations:

FGC, JSC

-- Probability of Default Rating, Affirmed at Ba1-PD

-- Corporate Family Rating, Affirmed at Ba1

Stable Outlook

Federal Grid Finance Limited

-- Senior Unsecured Medium-Term Note Program, Affirmed at (P)Ba1

-- Senior Unsecured Regular Bond/Debenture, Affirmed at Ba1

Stable Outlook

The principal methodologies used in rating ROSSETI, PJSC, FGC
UES, PJSC and Federal Grid Finance Limited were Regulated
Electric and Gas Networks published in March 2017, and
Government-Related Issuers published in August 2017. The
principal methodology used in rating IDGC of Center and Volga
Region, PJSC, IDGC of Urals, JSC, IDGC of Volga, PJSC, Lenenergo,
PJSC and MOESK, PJSC was Regulated Electric and Gas Networks
published in March 2017.

PJSC ROSSETI (ROSSETI) is the holding company for the national
transmission grid (FGC) and 15 distribution grid subsidiaries
(including MOESK, PJSC; Lenenergo, PJSC; IDGC of Urals, JSC; IDGC
of Volga, PJSC; IDGC of Center and Volga Region, PJSC). As of
December 31, 2016 Russian government owns a 88.75% of ordinary
shares and 7.01% of preferred shares in ROSSETI. As of December
31, 2016 the company generated revenue of around RUB904.0 billion
(around $13.5 billion).

JSC Federal Grid Company of Unified Energy System (FGC, or FGC)
is the monopoly electricity transmission system operator in the
Russian Federation. The company's revenues, amounted to RUB255.6
billion (around $3.8 billion) in 2016 (other operating income of
RUB6 billion, primarily from non-core activities, is not
included). FGC is 80.13% owned by state-owned PJSC ROSSETI.



===========
S E R B I A
===========


FABRIKA AKUMULATORA: Creditors Approve Batagon's Improved Offer
---------------------------------------------------------------
SeeNews reports that the creditors of Serbia's insolvent car
battery maker Fabrika Akumulatora Sombor (FAS) have given the
green light to a sweetened EUR7.35 million (US$8.7 million)
acquisition offer submitted by Switzerland-based Batagon
International.

According to SeeNews, news portal SoInfo reported on Dec. 2 the
insolvency administrator of FAS, Predrag Ljubovic, has said
Batagon will have 15 days to sign a contract for the purchase of
FAS and then a further 15 days to make the payment.

Last month, three members of the creditors' board of FAS rejected
an improved EUR7 million acquisition offer made by Batagon,
SeeNews recounts.  The creditors of FAS had earlier rejected
three offers made by Batagon International for the assets of the
insolvent company, SeeNews notes.  Batagon International
originally offered EUR3 million for FAS in July and then
sweetened their bid to EUR4 million, SeeNews states.

In August, the creditors rejected a EUR5.05 million offer and
Batagon International increased the price to EUR6 million,
SeeNews recounts.



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


BBVA LEASING 1: Fitch Hikes Rating on Class B Notes to 'BB+sf'
--------------------------------------------------------------
Fitch Ratings has upgraded BBVA Leasing 1, FTA's class B notes
and affirmed the class C notes:

  EUR28.1 million Class B notes upgraded to 'BB+sf' from 'Bsf';
  Outlook Stable

  EUR61.3 million Class C notes affirmed at 'Csf'; Recovery
  Estimate revised to 20% from 0%

BBVA Leasing 1 FTA is a securitisation of a pool of leasing
contracts originated by Banco Bilbao Vizcaya Argentaria S.A.
(BBVA; A-/Stable/F2). The leasing contracts are extended to non-
financial small- and medium-sized enterprises domiciled in Spain.
BBVA (A-/Stable/F2) is also servicer, account bank and swap
provider for the transaction.

KEY RATING DRIVERS

Improved Asset Performance
Delinquencies are on a downward trajectory. Leases more than 90
days past due represented 0.5% of the outstanding balance as of
end-October 2017, compared with 2.4% one year earlier. Cumulative
defaults have remained stable at 7% of the initial asset balance.
This improved performance has had a positive impact on principal-
available funds, and has reduced principal deficiencies in the
transaction.

Increased Credit Enhancement
Credit enhancement for the class B notes is on a sharp upward
trend, increasing to 42.1% from -4.4% between August 2015 and
November 2017. This is the result of the class A notes being paid
in full, and the subsequent amortisation of the class B notes.

Highly Concentrated Pool
The pool has become highly concentrated as a result of the
amortisation of the assets. Non-defaulted assets as of the
November 2017 payment date represented 1.9% of the initial
portfolio. In Fitch's view, the risk of performance volatility is
greater in more concentrated pools. Fitch accounted for these
risks by deriving asset assumptions using its Portfolio Credit
Model, which applies additional stresses to more concentrated
pools of assets.

Class C Notes Under-Collateralised
Credit enhancement for the class C notes stands at -84.1%. In
Fitch's view, the extent to which the class C notes are under-
collateralised makes a default inevitable. This is reflected in
its 'Csf' rating.

RATING SENSITIVITIES

The rating of the class B notes would likely be downgraded if
Fitch's default assumptions increase by 15%. Such a scenario may
materialise should the concentration risks associated with the
pool of assets be realised. The rating of the class C notes would
be unaffected, because it is already at a distressed level.



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


BOPARAN HOLDINGS: S&P Cuts CCR to B- on Underperformance
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Boparan
Holdings Ltd. to 'B-' from 'B'. The outlook is stable.

At the same time, S&P lowered its issue rating on the company's
GBP250 million senior unsecured notes due in 2019, GBP330 million
senior unsecured notes due in 2021, and EUR300 million senior
unsecured notes due in 2021 to 'B-' from 'B'. The '4' recovery
rating on these instruments is unchanged, indicating that S&P
expects recovery of about 30% in the event of a payment default.

The 2017 financial year (ended July 29) proved challenging for
Boparan, owing to the company's inability to recover rising
commodity costs in a timely manner, exchange rate fluctuations,
and disruption in the transition of its manufacturing facility in
Scunthorpe. These factors resulted in a fall in reported EBITDA
generation despite revenue growth of about 5%. Reduced EBIDTA and
the group's committed capital expenditure (capex) plans to
enhance operating capacity together resulted in negative free
operating cash flow (FOCF) generation that was significantly
below S&P's previous expectations. Adjusted debt-to-EBITDA
reached 9.0x and funds from operations (FFO) cash interest
coverage of around 2.7x as of fiscal year-end 2017.

The first quarter of fiscal 2018 has seen public allegations of
hygiene and food safety breaches at the group's chicken plant
site in West Bromwich, U.K. Major retailers, including Marks &
Spencer, Aldi, and Tesco, stopped deliveries from this site in
the immediate aftermath of the incident and the group suspended
production at the site to allow for a full investigation and
retraining of staff. S&P said, "We understand the facility has
since re-opened and production is currently being ramped up to
normal levels. However, we anticipate reduced earnings generation
in 2018, given the recent negative publicity, the loss of
production capacity, and slowdown in orders during this period.
The management team has committed to work with the Food Standards
Agency to address quality standards, and we expect a renewed
focus on price recovery and an improved logistical framework will
support a turnaround in profitability for the core protein
business."

S&P said, "We anticipate continued pressure on gross margins in
the coming year as the group continues its negotiations with its
major customers. Although pricing models that cover feed
inflation account for the majority of the group's poultry
operations, the group has to manage some residual exposure,
particularly in the chilled and branded segments. The group uses
many other raw materials in its product ranges (including
mozzarella, sugar, and cocoa), which have seen price increases
that had to be absorbed in previous quarters. Boparan now expects
profitability to improve in 2018 as it recovers these costs. If
this can be achieved, we expect the group to record adjusted
EBITDA of about GBP155 million-GBP165 million in 2018, despite
exceptional costs in the first half of fiscal 2018, supported by
continued cost-focus and new product launches.

"Our financial risk profile assessment reflects our expectations
that Boparan will continue to record adjusted debt-to-EBITDA
above 7.0x over the next 12-24 months. Our adjusted debt estimate
includes the unsecured notes totaling about GBP830 million,
factoring lines of about GBP90 million, and operating lease and
pension obligations totaling more than GBP340 million. We also
include a subordinated shareholder loan note with a carrying
value of about GBP100 million as of the end of fiscal 2017. We
forecast FFO cash interest coverage above 3.0x over the next 12-
18 months, although we note that the group's ability to deliver
positive FOCF and deleveraging depends on a strong performance
rebound in the second half fiscal 2018. We also note that the
group's ability to enhance cash conversion is dependent on
prudent working capital management and note that it expects the
level of capex investment to fall considerably in our updated
forecast. We see this as plausible following the recent
investment in production capacity at Scunthorpe and the limited
maintenance capex needed across the group's sites. Should this
momentum continue into 2019, we expect the group will deliver
adjusted EBITDA of GBP190 million-GBP200 million and hence
improved debt protection metrics.

"Our assessment of Boparan's business strength reflects the
diversity across its product categories and consumer base, as
well as the group's leading market position in the U.K. poultry
industry. The group has significant exposure to private label
volumes, with store brand products accounting for over 75% of
total group sales. Store brand products generally enjoy lower
profit margins than branded products, however, and the proportion
of less differentiated protein also limits the group's pricing
power against more value-added products. Although the majority of
group's earnings are generated in the U.K. the systemic shortage
of locally produced poultry products presents future growth
opportunities. However, Boparan must overcome operational risks
and challenges, including managing disease outbreaks (such as
avian flu) and raw material price volatility. Focus on enhancing
operating efficiency and cost-effective procurement is therefore
vital to the group's ability to record future earnings growth.
The group has not optimized the advantages from its economies of
scale, in our view, and we see the consistently weak operating
performance and low profitability as the main drivers in our
revision of the business risk assessment."

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

-- Revenues increasing by 2.5%-3.0% in fiscal 2018, affected
    primarily by modest food price inflation and the recovery of
    the poultry business following operational disruptions in the
    first half of the fiscal year. S&P expects growth rates to
    improve to 3.0%-4.0% in fiscal 2019, driven by higher volume
    sales in the poultry business and new product development in
    the ready-to-cook and meal solutions segments.

-- A stable EBITDA margin in fiscal 2018 with steady increases
    in price recovery, offsetting the incidental costs of the
    recent site closure. We expect profitability to improve to
    adjusted EBITDA margins of about 5.5% in fiscal 2019, thanks
    to enhanced productivity and cost-focus in operations.

-- Relatively stable movement in working capital and pension
    obligation payments.

-- Capex of GBP50 million-GBP70 million in fiscals 2018 and
    2019.

-- No shareholder remuneration in the form of cash dividends or
    share buybacks.

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

-- S&P Global Ratings-adjusted EBITDA margins of about 4.7% in
    fiscal 2018, increasing to 5.2%-5.7%% in fiscal 2019.

-- Adjusted debt to EBITDA of 8.5x-9.0x in fiscal 2018, from
    9.0x in fiscal 2017, falling further to 7.0x-7.5x in fiscal
    2019.

-- FFO cash interest coverage of around 3.0x or higher in
    fiscals 2018 and 2019

-- Neutral reported FOCF generation in fiscal 2018, rising to
    GBP32 million-GBP37 million in fiscal 2019.

S&P said, "The stable outlook reflects our view that despite
Boparan's significant challenges over the next 12 months to
stabilize its operations, we expect the group to meet its
interest obligations and generate positive operating cash flow.
We view favorably some flexibility in future capex investments.
However, we note that Boparan's ability to overcome market
conditions by securing price increases across its product
categories and cost-management will be crucial to deliver
improving profitability. We expect the group will record FFO cash
interest of around 3.0x and expect that enhanced cash conversion
through improved working capital management will support marginal
FOCF generation, despite the challenges faced in the first
quarter of fiscal 2018. We note, however, that another year of
underperformance or missed targets could result in higher risks
for future refinancing.

"We could lower the rating if Boparan's EBITDA base deteriorates,
resulting in FOCF turning negative for the foreseeable future and
liquidity coming under pressure. This would most likely also
coincide with weakened interest coverage metrics with FFO cash
interest approaching 2.0x. This could happen if the group's
profitability were to decline substantially because of rising
commodity costs and a deflationary environment. We expect Boparan
will record exceptional costs, given operational challenges in
fiscal 2018, and we note that any further disruptions or
incidents such as disease outbreaks could negatively affect the
group's ability to generate positive FOCF or support
deleveraging.

"We could raise the rating if Boparan manages to deliver steady
improvement in profitability and generate healthy FOCF, such that
adjusted debt to EBITDA shows a clear deleveraging path. We would
expect to see FFO cash interest maintained comfortably above 3.0x
in these circumstances. This would most likely occur if Boparan
was able to execute its plans of improved pricing agreements,
operating efficiency, and cash conversion, while also keeping its
market-leading positions in the poultry segment."


CARILLION PLC: Kiltearn Partners Halves Stake Amid Financial Woes
-----------------------------------------------------------------
Noor Zainab Hussain at Reuters reports that Scottish investment
firm Kiltearn Partners, the largest shareholder in troubled
Carillion, has halved its stake in the British construction
company.

Carillion said in a notification of major holdings statement
Kiltearn Partners cut its stake to 4.94% on Dec. 7, from 9.85%,
Reuters relates.

Carillion issued its third profit warning in five months in
November and said it was heading towards a breach of debt
covenants and would need fresh capital, Reuters discloses.

The firm is fighting for its survival after costly contract
delays and a downturn in new business at the company, which
handles major infrastructure projects for the British and other
governments, Reuters states.

Carillion disclosed on Aug. 11 that Kiltearn had doubled its
stake to 10% at the start of February when shares were trading at
around 225 pence each, becoming the company's biggest
shareholder, Reuters recounts.

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


EPSTEIN THEATRE: Enters Administration, Rescue Talks Ongoing
------------------------------------------------------------
Ravender Sembhy at Press Association reports that Liverpool's
famous Epstein Theatre has collapsed into administration, but the
company has insisted the show will go on over Christmas.

The historic playhouse, which first opened its doors in 1913 as
Cranes Music Hall, has appointed FRP Advisory as administrator
after falling behind on its rent payments, Press Association
relates.

According to Press Association, FRP will continue to trade the
theatre as normal, retaining all 30 staff, while a restructuring
takes place.

"The Epstein Theatre doors remain open for the entirety of the
Christmas season and beyond," Press Association quotes
Lila Thomas -- lila.thomas@frpadvisory.com -- partner at FRP, as
saying.

"Talks are at an advanced stage with key stakeholders for a
financial restructure ensuring operations continue as normal for
all current bookings, planned future shows and to place the
theatre within a more sustainable structure to allow for
another generation of successful performances across the spectrum
of entertainment."

Liverpool Council owns the freehold to the building, but the
ownership structure is complicated by the presence of a long
leaseholder, Hanover Estate Management, Press Association
discloses.  Liverpool Council awarded David and Rebekah
Pichilingi an 18-year contract to run the theatre in 2012, but it
is understood to have racked up losses for several years, Press
Association relates.

FRP's financial restructuring is aimed at making the council the
primary leaseholder of the property, Press Association states.


FONTWELL SECURITIES 2016: Fitch Affirms CCC Rating on Cl. S Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded the ratings on seven classes and
affirmed the remaining 12 classes of Fontwell Securities 2016
Limited:

Class A: affirmed at'AAsf'; Outlook Negative
Class B: affirmed at 'AAsf'; Outlook Negative
Class C: affirmed at 'AAsf'; Outlook Negative
Class D: affirmed at 'AAsf'; Outlook Negative
Class E: upgraded to 'AAsf' from 'AA-sf'; Outlook revised to
'Negative' from 'Stable'
Class F: affirmed at 'A+sf'; Outlook Stable
Class G: upgraded to 'A+sf' from 'Asf'; Outlook Stable
Class H: upgraded to 'A+sf' from 'A-sf'; Outlook Stable
Class I: affirmed at 'BBB+sf'; Outlook Stable
Class J: affirmed at 'BBB+sf'; Outlook Stable
Class K: upgraded to 'BBB+sf' from 'BBBsf'; Outlook Stable
Class L: upgraded to 'BBBsf' from 'BBB-sf'; Outlook Stable
Class M: affirmed at 'BB+sf'; Outlook Stable
Class N: affirmed at 'BBsf'; Outlook Stable
Class O: upgraded to 'BBsf' from 'BB-sf'; Outlook Stable
Class P: affirmed at 'B+sf'; Outlook Stable
Class Q: upgraded to 'B+sf' from 'Bsf'; Outlook Stable
Class R: affirmed at 'B-sf'; Outlook Stable
Class S: affirmed at 'CCCsf';
Class T: unrated

The transaction is a granular synthetic securitisation of
partially funded credit default swaps (CDS) referencing a static
portfolio of secured loans granted to UK borrowers in the farming
and agriculture sector. The loans were originated by AMC plc
(AMC), a fully owned subsidiary of Lloyds Bank plc (Lloyds,
A+/Stable/F1).

The ratings of the notes address the likelihood of a claim being
made by the protection buyer under the CDS by the end of the
seven-year protection period, in accordance with the
documentation.

KEY RATING DRIVERS

The upgrade of the notes reflects the increase in the credit
enhancement due to transaction's deleveraging since March 2017.
The revision in the Outlook for the class E is on account of the
maximum rating that the notes can achieve, due to the Subsidy
Support Threshold.

The class A notes have partially amortised by GBP121 million over
the past year. The deleveraging led to a slight increase in the
credit enhancement available for all the notes.

The transaction has performed better than the expectations with
delinquencies of less than 0.1%, which is lower than the expected
annual average probability of default (PD) for the SME sector in
the UK over the next five years. However, Fitch continues to
assign a one-year average PD (based on 90 days past due) of 2.0%
to all the borrowers in the portfolio, on account of risks
associated with Brexit.

The weighted average LTV of the portfolio is 31.6%; however, any
additional lending could reduce the collateral share for the
securitised exposures. Fitch has stressed the LTV to 50%.

The farming and agricultural sector continues to be highly
dependent on direct subsidies, currently provided by the European
Union; these would be replaced by UK subsidiaries after Brexit.
Fitch places the SST at the Long-Term Issuer Default Rating of
the UK (AA). The SST constrains the maximum achievable rating in
the capital structure.

The vast majority of available collateral is over agricultural
land, which has seen an increase in value over the last 10 years
of approximately 200%. In the recovery analysis, Fitch has
applied its commercial property haircuts, which at the 'AA'
level, are 75% and would reverse most of the increase experienced
over the last 10 years.

RATING SENSITIVITIES

Increasing the default probabilities assigned to the underlying
obligors by 25% could result in a downgrade of up to three
notches for the H notes and up to two notches for the other
classes.

Decreasing the recovery rates assigned to the underlying obligors
by 25% could result in a downgrade of up to two categories for
the class M notes and up to five notches for the other classes.


FOUR SEASONS: In Talks with H/2 Capital on Debt Payment Deferral
----------------------------------------------------------------
Javier Espinoza at The Financial Times reports that
Four Seasons, the care home operator that looks after 17,000
elderly residents, is in eleventh hour talks with its largest
creditor, H/2 Capital Partners, that would allow it to defer a
crucial debt repayment until next year.

According to the FT, two people familiar with the talks said it
was now "highly likely" that the care home operator would miss a
debt repayment of GBP26 million due on Friday, Dec. 15, after
months of talks with its lenders.

But Four Seasons, which is owned by private equity group Terra
Firma, is likely to avert the risk of not meeting the deadline by
agreeing an extension, the FT states.

An announcement on a potential deal could come as early as
Monday, Dec. 18, the people, as cited by the FT, said, but they
added that there was no certainty of a deal.

The healthcare regulator gave both parties until Monday, Dec. 18,
to come up with an agreed plan to avert the largest care homes
collapse in six years after Southern Cross went bust, the FT
states.

"[Four Seasons] is highly unlikely to be repaying the interest,"
the FT quotes a senior person close to the care home operator, as
saying.

A person close to H/2 added that Four Seasons had told the lender
"they don't have cash to pay it", the FT relays.  He added that
H/2 and Four Seasons were working on an agreement that would mean
Four Seasons would not need to pay interest until the spring,
according to the FT.  This would allow more time for the parties
to negotiate a restructuring of the business, the FT says.

Even missing the payment this week would be unlikely to push the
business into administration owing to a 30-day "grace period",
the FT notes.

Four Seasons has struggled under a GBP525 million debt burden,
which stems from the acquisition of the business by Terra Firma,
the FT relates.  So far this year, Four Seasons has posted losses
of more than GBP60 million, the FT discloses.


MONARCH AIRLINES: Urged to Compensate Passengers After Slot Deal
----------------------------------------------------------------
SKYCOP on Dec. 7 disclosed that after the biggest UK airline
collapse in years, the administrator of the bankrupt Monarch
Airlines has struck a deal with the International Airlines Group
(IAG) over slots at Gatwick airport, valued by experts at over
EUR68 million.

The sale has sparked outrage among passengers left stranded or
without holidays by the airline collapse, the majority of whom
are yet to receive any flight compensation, which according to
SKYCOP should total EUR291 million.

After a favorable decision by the court, the administrator of the
bust Monarch Airlines, KPMG, signed a sales deal with IAG, owner
of the UKs flag carrier British Airways, over airport slots at
Gatwick International Airport.  This deal fulfils the long-
standing British Airways' goal of expanding its presence at one
of the major European aviation hubs, however, KPMG has not yet
reported whether the estimated EUR68 million will go as far as
handling the debts of Monarch Airlines.

Giedrius Kolesnikovas, partner at law firm Motieka & Audzevicius,
says best practice of bankruptcy administration shows that first
and foremost, the administrator should settle debts with airline
employees and deceived passengers, before switching to creditors
and suppliers.

"The contract goes to show that the administrator is doing
everything in its power to gather capital.  However, employees
and stranded passengers are yet to be compensated for their moral
and physical struggle and have been left waiting," explains
G. Kolesnikovas.

Since Monarch Airlines has gone bankrupt, the flight disruption
and compensation process is handled outside of the renowned EU
261 law, which would have seen all 860,000 passengers entitled to
travel compensation.  Nevertheless, flight compensation company
SKYCOP has already contacted the administrator and the UK's CAA
in order to ensure that the IAG deal money goes straight to
compensating passengers.

"According to the administrator, almost 2,000 of Monarch
Airlines' redundant employees are due to receive the money they
are owed, which is great. However, hundreds of thousands of
passengers have seemingly been pushed aside after they were
rescued from abroad by the UK authorities," says Marius Stonkus,
CEO of SKYCOP.

"According to our estimates, if the EU law applied in this case,
the passengers would be receiving over EUR291 million to make up
for all of the stress, panic and moral struggle these travellers
have been through."

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


PINEWOOD GROUP: Fitch Assigns Final BB IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned a final Issuer Default Rating (IDR) of
'BB' to UK-based film studio real estate owner, Pinewood Group
Limited. Fitch has also assigned a final rating of 'BB+' to
Pinewood Finco plc's 3.75% coupon GBP250 million guaranteed
senior secured bond. The Outlook on the IDR is Stable.

The ratings on Pinewood Group reflect: its position as one of the
key providers globally of studio space to film production
companies, underpinned by the UK's supportive tax regime for UK-
domiciled film production; a long history of film production at
its key sites of Pinewood and Shepperton, with long-standing
customer relationships; a large local network of creative
industry workers; very good access to international transport
links; and an investment-grade capital structure. These strengths
are offset by Pinewood's small size relative to most rated real
estate companies, the short-term nature of its contractual income
base, some concentrations within its tenant base (albeit
generally strongly rated), and the specialist nature of its two
main assets.

Fitch has provided an uplift of one notch to the GBP250 million
secured bond, reflecting the agency's expectation of outstanding
recovery for bondholders in the event of insolvency or
liquidation. Pinewood Finco's bond is guaranteed by group
entities constituting around 81% of total assets, 86% of turnover
and 89% of adjusted EBITDA (12 months ended 30 September 2017).

KEY RATING DRIVERS

Renowned Studio Infrastructure Provider: Pinewood Group receives:
(i) income from renting out its studios, on-campus offices,
accommodation and workshops; and (ii) after some pass-through
costs, net income from its production-related ancillary services
used by teams who occupy the main studios. Management estimates
that stage, workshop and office costs account for less than 5% of
a large-scale film production's costs. As at June 2017, nearly
all of the group's budgeted revenue for the year to end-March
2018 (FY18) was contracted or reserved. Under new ownership,
Pinewood Group is discontinuing its investment in non-core areas
such as direct film and TV production to focus purely on studio
infrastructure ownership and provision of related services at
Pinewood and Shepperton (both adjacent to London), and its
Atlanta joint venture.

Well-Located Facilities: The long-established Pinewood and
Shepperton studios are hubs of film and TV activity participants,
technology and creativity. The scale and scope of existing and
planned facilities lend themselves to large-scale film
blockbusters, but vacant space can be filled in with smaller
productions. The London studios (some owned by other groups
including Warner Bros at Leavesden) have been home to many recent
film successes, aided by an innate, non-unionised, English-
speaking workforce and expertise, favoured by international
producers, as well as recent GBP depreciation and the UK's long-
standing cross-party supported Film Tax Relief for film-producing
companies.

Ongoing Links to Film Industry: Pinewood remains exposed to the
health of the international and UK film industry, which can
fluctuate according to the success of ideas and creativity,
scheduling of films and their sequels, adjusting to different
delivery platforms (although they all need studios to film their
content), and financial backing. In the UK, gross inflation-
adjusted film revenue across all delivery platforms has remained
around GBP4 billion since 2007. As an independent studio,
Pinewood also attracts inward investment from many of the larger
US studio groups.

Relationships Balance Short-Dated Income: Pinewood Group's rental
profile features much shorter contractual periods than
traditional real estate companies. Fitch takes comfort, however,
from its understanding that some major producers have a film
production pipeline of up to seven years, and the very long-dated
relationships that Pinewood has had with the major global film
production groups. Since 2007, Pinewood Group has housed an
increasing global share of major films with budgets of over
USD100 million, including the James Bond, Disney and Star Wars
franchises. Most of Pinewood Group's rental agreements are with
film productions backed by investment-grade-rated US studios.
Occupancy levels of its stages (measured by revenue) have
averaged 80% over the last 10 years.

Expansion to Improve Flexibility: Fitch expects expansion of
Pinewood East to increase rental visibility and reduce the number
of productions turned away by Pinewood management because of
limited space. Fitch expects this to improve the group's profit
margins over time. The physical space constraints and difficult
UK planning regime for future studio development in the London
catchment point to ongoing demand for Pinewood's facilities,
despite the lack of property company-type contractual long-dated
leases.

Senior Secured Rating: The 3.75% coupon GBP250 million senior
secured guaranteed bond has a one-notch uplift from the IDR. The
attributable value of GBP605 million of collateral (market value
basis) primarily reflects freehold ownership of the Pinewood and
Shepperton studios and is based on a discounted cash flow method
reflecting the projected net operating income generated by
relevant properties, plus surplus land. Alternatively, valued on
an undeveloped land basis, the market value of the group's land
is GBP260 million, although Fitch believes that the group would
be valued as a going concern. Fitch's recovery estimate assumes a
fully drawn super senior GBP50 million revolving credit facility.

DERIVATION SUMMARY

Pinewood Group's IDR reflects the company's stable position as an
infrastructure provider as well as its linkage to the health of
the UK film production industry. Using the independently assessed
GBP605 million market value for its business, the asset base
would be small for an investment-grade property company despite
Pinewood Group having a financial profile commensurate with this
rating level. Pinewood Group's expected cash-flow leverage (net
debt/EBITDA) of about 5.0x and fixed-charge cover (FCC) of 4.0x-
4.5x (after Pinewood East capex) compare with US cinema property
company EPR Properties' (BBB-/Stable) downgrade sensitivity of
leverage of 5.5x and FCC of 2.2x. Similarly rated peers include
Grainger PLC (BB/Stable), a UK residential property owner, with a
highly granular portfolio of units offset by higher leverage of
about 15x.

KEY ASSUMPTIONS

- The senior secured bond of GBP250 million refinances the
   group's existing secured bank debt and upstreams some GBP125
   million of proceeds to entities outside the immediate group.

- Successful completion and occupancy of the c.GBP60 million
   Pinewood East Phase II expansion.

- Continued high occupancy of, and steady rental stream from,
   existing studios, which in turn reflects the Pinewood group's
   share and conducive contribution towards UK film's output and
   successes, and inward investment from US studio groups.

- Potential expansion plans and overseas investments are
   contributory to EBITDA.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
- Less concentrated geographic diversification which directly
   contributes to the issuer's profitability (ie not JV)
- Rental-focused interest cover increasing to over 4.0x
- Decrease in leverage to below 4.0x

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- Decreased occupancy, or reduced rental stream
- Increase in leverage to 6x and/or decrease in coverage metrics
   to below 2.5x
- Undue speculative development risk within Pinewood East Phase
   II, or later delivery
- Weakening of the UK film industry and its fundamentals,
   including UK Film Tax Relief

LIQUIDITY

Fitch expects Pinewood Group's liquidity to be adequate following
the issuance of the GBP250 million bond, with a debt maturity of
December 2023. However, Pinewood Group will be exposed to bullet
refinancing risk at that point. The recovery ratings include a
GBP50 million super-senior revolving credit facility, which Fitch
does not expect to be immediately drawn. Fitch expects Pinewood
to hold about GBP35 million pro forma cash as a result of the
bond issue.

FULL LIST OF RATING ACTIONS

Pinewood Group Limited
- Long-Term IDR assigned at 'BB'; Outlook Stable

Pinewood Finco plc
- GBP250 million guaranteed senior secured bond assigned 'BB+'


SALISBURY II: Fitch Affirms 'BB+(EXP)' Rating on Class L Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Salisbury II Securities 2016 Limited's
notes expected ratings:

  GBP1,178.4 million Class A: affirmed at 'AAA(EXP)sf'; Outlook
   Stable
  GBP34.1 million Class B: affirmed at 'AAA(EXP)sf'; Outlook
   Stable
  GBP90.3 million Class C: affirmed at 'AA+(EXP)sf'; Outlook
   Stable
  GBP17.0 million Class D: affirmed at 'AA(EXP)sf'; Outlook
   Stable
  GBP22.1 million Class E: affirmed at 'AA-(EXP)sf'; Outlook
   Stable
  GBP47.7 million Class F: affirmed at 'A+(EXP)sf'; Outlook
   Stable
  GBP13.6 million Class G: affirmed at 'A(EXP)sf'; Outlook Stable
  GBP13.6 million Class H: affirmed at 'A-(EXP)sf'; Outlook
   Stable
  GBP51.1 million Class I: affirmed at 'BBB+(EXP)sf'; Outlook
   Stable
  GBP11.9 million Class J: affirmed at 'BBB(EXP)sf'; Outlook
   Stable
  GBP20.4 million Class K: affirmed at 'BBB-(EXP)sf'; Outlook
   Stable
  GBP49.4 million Class L: affirmed at: 'BB+(EXP)sf'; Outlook
   Stable
  GBP153.3 million Class M: Not rated

The transaction is a granular synthetic securitisation of GBP1.7
billion unfunded credit default swap (CDS), referencing loans
granted to UK small- and medium-sized enterprises (SME) active in
different economic sectors. The loans are mostly secured with
real estate collateral and were originated by Lloyds Bank plc
(A+/Stable/F1).

Lloyds Banking Group has bought protection under the CDS contract
relating to the equity risk position but has not specified the
date of execution of the contracts relating to the rest of the
capital structure. The expected ratings were based on the un-
executed documents provided to Fitch, which have the same terms
as the equity CDS contracts executed so far by Lloyds Banking
Group. Fitch understands from Lloyds Banking Group that it has no
immediate need to buy protection on the remaining capital
structure. Fitch will monitor the expected ratings using the
applicable criteria for as long as the CDS contract exists.

The ratings of the notes address the likelihood of a claim being
made by the protection buyer under the unfunded CDS by the end of
the initial eight-year protection period in accordance with the
documentation.

KEY RATING DRIVERS

The transaction is in the second year of the initial three year
replenishment period and Lloyds can replenish the portfolio
subject to replenishment criteria aimed at limiting additional
risks. As of the October 2017 investor report, three
replenishment criteria relating to the average probability of
default and reference obligation concentration are failing. As a
consequence, Lloyds can only replenish the portfolio if these
tests are maintained or improved after replenishment. Fitch has
captured the replenishment risk based on a stressed portfolio,
taking into account the replenishment triggers and replenishment
conditions of the transaction.

As of October 2017, the portfolio composition is largely in line
with the initial portfolio. The sub portfolio of loans to income
producing real estate companies (IRPE pool) represents
approximatively 40% of the total portfolio and the remainder of
the portfolio is composed by loans granted to SMEs in different
industries (BDCS pool). The reported weighted average LTV on the
IRPE pool is 47% and the reported weighted average security
coverage on the BDCS pool is 175%. The portfolio remains
granular, with the top 10 borrowers representing 2.5% of the
total portfolio.

The portfolio credit quality remains stable and there is
currently no defaulted loan in the portfolio. Fitch has received
updated historical defaulted data for Lloyd's SME BDCS book and
has updated its internal rating mapping to maintain a base case
PD of 3.0% a year, reflecting a forward-looking five-year
expectation. For the IRPE pool, the agency assumed a base case PD
of 3.4% and has maintained the internal mapping used for the
initial analysis.

RATING SENSITIVITIES

Increasing the default probabilities assigned to the underlying
obligors by 25% or decreasing the recovery rates assigned to the
underlying obligors by 25% could result in a downgrade of up to
three notches.


TOROTRAK PLC: Appoints Administrators, Seeks Trading Suspension
---------------------------------------------------------------
Torotrak plc on Dec. 6 confirmed that the Board of the Company
has resolved that Daniel Smith and Clare Boardman of Deloitte LLP
will be appointed as joint administrators of Torotrak plc as soon
as practicable.

As a result, the Company has requested that listing on the
premium segment of the Official List of the FCA and trading of
Torotrak shares on the London Stock Exchange's main market be
suspended from 7:30 a.m. on December 7, 2017.

A further announcement will be made in due course.

Torotrak plc is a green automotive technology company.  Its
strategy is to develop and commercialize a range of cost-
effective technologies that improve vehicle fuel consumption,
reduce vehicle emissions and deliver an improved driving
experience.


TOYS R US: UK's Pension Scheme May Impact CVA Outcome
-----------------------------------------------------
Mark Kleinman at Sky News reports that the UK's pensions lifeboat
is weighing whether to reject a restructuring proposal for Toys R
Us's British operations amid questions about a big loan write-off
and bonuses awarded to company bosses.

Sky News has learnt that the pension trustees of Toys R' Us in the
UK have appointed PricewaterhouseCoopers (PwC), the professional
services firm, to advise them on a plan unveiled last week that
will involve closing a quarter of its British stores.

According to Sky News, sources said this weekend that PwC's
appointment had been made with "the explicit encouragement" of
the Pension Protection Fund (PPF), the industry-funded body which
funds the retirement obligations of bankrupt companies with
defined benefit pension schemes.

The PPF and the trustees have not definitively decided to oppose
the so-called Company Voluntary Arrangement (CVA), a mechanism
which shields financially troubled businesses from their
creditors, Sky News notes.

However, insiders, as cited by Sky News, said this weekend that
the PPF, which could end up taking on the scheme, was concerned
that the CVA proposal may be "simply kicking the can down the
road".

One pension industry source said the PPF shared reservations
expressed by the Labour MP Frank Field, who chairs the Commons
Work and Pensions Select Committee, about the decision by Toys R
Us UK to wave loans worth more than GBP580 million to a holding
company in the British Virgin Islands, Sky News relates.

The UK pension scheme is thought to hold roughly 20% of the
creditors' votes' eligible to be cast in the CVA, giving it a
potentially decisive say in whether the plan gets approved, Sky
News states.

The restructuring will require the approval of a 75% majority of
the company's creditors, and is expected to result in making well
over 500 of Toys R Us's UK staff redundant, Sky News notes.

It will also entail closing at least 26 of its 100 British shops,
Sky News discloses.

Alvarez & Marsal, a specialist adviser on corporate insolvencies,
is handling the CVA proposal, Sky News relays.

All of the affected Toys 'R' Us shops will remain trading
throughout the Christmas period and well into the new year, but
will begin closing from next spring, according to Sky News.

The chain's larger out-of-town stores will be disproportionately
affected by the closure plan, owing to their weak performance
amid a fast-changing outlook for the high street, Sky News says.

                        About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including
Toysrus.com and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders'
deficit of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada,
including its 255 licensed stores and joint venture partnership
in Asia, which are separate entities, are not part of the Chapter
11 filing and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve
as the Debtors' bankruptcy counsel.  The Debtors hired Kutak Rock
LLP as co-counsel; Alvarez & Marsal North America, LLC as
restructuring advisor; Lazard Freres & Co. LLC as investment
banker; Ernst & Young LLP as auditor; KPMG LLP as tax consultant
and internal audit advisor; Prime Clerk LLC as claims and
noticing agent; and A&G Realty Partners, LLC as real estate
advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The committee hired
Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel;
Wolcott Rivers P.C. as local counsel; FTI Consulting Inc. as
financial advisor; and Moelis & Company LLC as investment banker.



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


* EMEA Auto Loan & Lease ABS Delinquency Up in 3Mos Ended August
----------------------------------------------------------------
The 60+ Days Delinquencies of the auto loan and auto lease asset-
backed securities (ABS) market in Europe, the Middle East and
Africa slightly increased to 0.3% during the three-month period
ended August 2017, from 0.2% in the three month period ended
March 2017, according to the latest performance update published
by Moody's Investors Service ("Moody's").

The cumulative defaults for the overall trend remained stable at
0.7% in the three months ended August 2017. For the same period,
prepayment rate increased to 14.8% from 13.7% in May 2017.

As of August 2017, the pool balance of all outstanding rated auto
ABS transactions increased to EUR49.9 billion with 86 outstanding
transactions, from EUR49.3 billion in May 2017, constituting an
increase of 1.1%.



                            *********

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 * * *