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

                           E U R O P E

          Friday, December 15, 2017, Vol. 18, No. 249


                            Headlines


B U L G A R I A

BULGARIAN ENERGY: Fitch Puts BB- IDR on Rating Watch Positive


F R A N C E

CASINO GUICHARD-PERRACHON: Fitch Plans to Withdraw Ratings


G E R M A N Y

COMMERZBANK AG: Moody's Affirms Ba1 Subordinated Debt Ratings
DEA DEUTSCHE: Fitch Puts BB IDR on RWP on Wintershall Merger
HAPAG-LLOYD AG: S&P Alters Outlook to Stable & Affirms 'B+' CCR
NIKI LUFTFAHRT: Files for Opening of Insolvency Proceedings
NIKI LUFTFAHRT: Administrator Begins Talks with Potential Buyers

PHOENIX PHARMAHANDEL: Fitch Affirms Then Withdraws 'BB' LT IDR


I R E L A N D

CARLYLE GLOBAL 2015-3: Moody's Assigns (P)B2 Rating to Cl. E Debt
MAYO RENEWABLE: Liquidator Puts Biomass Power Plant for Sale


I T A L Y

SIGNUM FINANCE: Fitch Affirms Then Withdraws BB+ Rating on CLNs


L U X E M B O U R G

BORMIOLI ROCCO: Moody's Withdraws B2 Corporate Family Rating


N E T H E R L A N D S

E-MAC DE 2006-II: Fitch Lowers Class D Debt Rating to 'CCsf'
HIGHLANDER EURO: Moody's Affirms Ca Rating on Cl. E Sr. Notes


P O L A N D

FERMY DROBIU: Dec. 20 Deadline Set for Unconditional Offers


R U S S I A

EN+ GROUP: Fitch Assigns BB- Long-Term IDR, Outlook Stable
MOBILE TELESYSTEMS: S&P Cuts Debt Rating to 'BB', On Watch Dev.
VNESHECONOMBANK: Moody's Affirms Ba1 Long-Term Issuer Rating


S P A I N

BBVA LEASING 1: Fitch Corrects December 7 Rating Release


U N I T E D   K I N G D O M

FOUR SEASONS: Reaches Last-Minute Rescue Deal with H/2 Capital
FRANKLIN UK: Moody's Assigns B2 CFR, Outlook Stable
SEADRILL LTD: Confirms Receiving Two Rival Debt Plan Proposals
TALKTALK TELECOM: Fitch Affirms BB- IDR, Outlook Stable


X X X X X X X X

* BOOK REVIEW: Competitive Strategy for Healthcare Organizations


                            *********



===============
B U L G A R I A
===============


BULGARIAN ENERGY: Fitch Puts BB- IDR on Rating Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed Bulgarian Energy Holding EAD's (BEH)
Long-Term Foreign- and Local-Currency Issuer Default Ratings
(IDR) and foreign currency senior unsecured rating of 'BB-' on
Rating Watch Positive (RWP).

The rating action follows publication of Fitch's new proposed
criteria as an Exposure Draft (ED) on Nov. 27, 2017, entitled
"Government-Related Entities Rating Criteria", and upgrade of
Bulgaria's Long-Term Foreign- and Local-Currency IDRs to
'BBB'/Stable from 'BBB-'/Positive on Dec. 1, 2017.

Fitch said "We plan to resolve the RWP within the next six months
upon finalisation of the ED period and reassessment of the
company's links with the Bulgarian state and BEH's standalone
credit profile."

KEY RATING DRIVERS

Links with the State: Fitch currently rates BEH at 'BB-', which
includes a one-notch uplift from its standalone credit profile of
'B+' for strong links with the Bulgarian state. If the final
criteria are substantially similar to the ED, the notching will
increase from one to two notches, provided that BEH's IDRs would
not exceed the cap of the Bulgarian IDRs less three notches. With
the upgrade of Bulgaria's IDRs to 'BBB' from 'BBB-', the cap for
BEH's IDRs moved to 'BB' from 'BB-'. Consequently, BEH's ratings
will likely increase to 'BB' from 'BB-' upon finalisation of the
new criteria, as reflected in the RWP.

DERIVATION SUMMARY

BEH has a dominant position in the Bulgarian gas and electricity
market through its ownership of most of country's power
generation assets (including a nuclear power plant, lignite-fired
and hydro power plants), the largest mining company, the
country's electricity transmission network, gas transmission and
transit networks and through its position as the public supplier
of both electricity and gas in Bulgaria.

BEH's integrated business structure and strategic position in the
domestic market makes it comparable to some of central European
peers like CEZ (A-/Negative) and PGE Polska Grupa Energetyczna
(PGE, BBB+/Stable). However, BEH operates in a more volatile and
less transparent regulatory environment.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
- Final Government-Related Entities Rating Criteria not
   materially different from the released ED
- Natsionalna Elektricheska Kompania (NEK), BEH's subsidiary,
   having positive EBITDA over the five year projection as a key
   driver of BEH's improved profitability
- Forthcoming tangible state support in case of tight liquidity

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- Final Government-Related Entities Rating Criteria not being
   materially different from the released ED
- Further tangible government support, such as additional state
   guarantees materially increasing the share of state-guaranteed
   debt or cash injections, which would more tightly link BEH's
   credit profile with Bulgaria's stronger credit profile
- Upgrade of the sovereign rating, which would increase the cap
   for BEH's ratings

Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- Weaker links with the Bulgarian state
- Weaker standalone credit profile, eg. due to funds from
   operations (FFO) adjusted net leverage exceeding 5x on a
   sustained basis or insufficient liquidity
- Sustained increase in prior-ranking debt to above 2x EBITDA,
   which would be negative for the senior unsecured rating of BEH
- Downgrade of the sovereign rating, which would decrease the
   cap for BEH's ratings

LIQUIDITY

Adequate Liquidity: At end-September 2017 BEH had BGN1,186
million of unrestricted cash against short-term financial
liabilities of BGN147 million. In addition, in November 2018 the
EUR500 million (BGN980 million) Eurobond will become due. Fitch
expect BEH to refinance the Eurobond during 2018, well ahead of
the maturity date.


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


CASINO GUICHARD-PERRACHON: Fitch Plans to Withdraw Ratings
----------------------------------------------------------
Fitch Ratings plans to withdraw Casino Guichard-Perrachon SA's
and Casino Finance SA's ratings (together Casino) on or about
January 11, 2018; this is approximately 30 days from the date of
this Non-Rating Action Commentary, for commercial reasons.

Fitch currently rates Casino:

Casino Guichard-Perrachon SA:

-- Long-Term IDR 'BB+'/ Stable Outlook
-- Short-Term IDR 'B'
-- Long-term senior unsecured 'BB+'
-- Short-term senior unsecured' B'
-- EUR600 million perpetual preferred constant maturity swap
    securities and EUR750 million deeply subordinated fixed to
    reset rate (DS) notes 'BB-'

Casino Finance SA:

-- Senior unsecured (debt guaranteed by Casino Guichard-
    Perrachon SA): 'BB+'/'B'.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient. Fitch believes that investors benefit from increased
rating coverage by the agency and is providing approximately 30
days' notice to the market of the rating withdrawal of the above
issuers. Ratings are subject to analytical review and may change
up to the time Fitch withdraws the ratings.

Fitch's last rating action for the above referenced entities was
on 24 April 2017. The Long-Term IDR for Casino Guichard-Perrachon
SA was downgraded to 'BB+'/'Stable' from 'BBB-'/'Negative'. The
Short-Term IDR was downgraded to 'B' from 'F3'. Its senior
unsecured ratings were downgraded to 'BB+'/'B' from 'BBB-'/'F3';
The ratings of the EUR600 million perpetual preferred constant
maturity swap securities and the EUR750 million deeply
subordinated fixed to reset rate (DS) notes were downgraded to
'BB-' from 'BB'; Casino Finance SA's senior unsecured rating was
downgraded to 'BB+'/'B' from 'BBB-'/'F3'.


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


COMMERZBANK AG: Moody's Affirms Ba1 Subordinated Debt Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed Commerzbank AG's A2 deposit
and senior senior unsecured debt ratings as well as its Baa1
senior unsecured debt and issuer ratings, and its Ba1
subordinated debt ratings. The outlook on the bank's long-term
deposit and senior senior unsecured debt ratings was changed to
positive from stable, the outlook on the bank's senior unsecured
debt and issuer ratings was maintained at stable. The bank's
short-term ratings were affirmed at P-1.

At the same time, the rating agency affirmed Commerzbank's
Baseline Credit Assessment (BCA) and Adjusted BCA at baa3, and
its long- and short-term Counterparty Risk Assessment (CR
Assessment) at A2(cr)/P-1(cr).

Moody's also affirmed Commerzbank Finance & Covered Bond S.A.'s
(CFCB) issuer rating at Baa1. The outlook on the rating remains
stable. In addition, the rating agency affirmed CFCB's baa3 BCA
and its A2(cr)/P-1(cr) CR Assessment.

RATINGS RATIONALE

-- AFFIRMATION OF COMMERZBANK'S BASELINE CREDIT ASSESSMENT (BCA)

Following an improvement in Commerzbank's reported solvency
profile during the past 12 months, Moody's has affirmed the
bank's baa3 BCA. In assessing the progress the bank has made
since its launch of its strategy "Commerzbank 4.0", and also
incorporating the rating agency's expectation for the bank's
performance during the 12-18 months outlook period, Moody's sees
Commerzbank on track towards a higher BCA, provided that the
achieved progress in improving its underlying credit metrics will
prove sustainable.

During 2017, Commerzbank has further de-risked its balance sheet
and successfully reduced its non-core portfolio, in particular
exposures to the shipping industry and commercial real estate
(CRE) sectors, to a combined EUR5.0 billion or 21% of its Common
Equity Tier 1 (CET1) capital as of September 30, 2017, down from
EUR7.7 billion or 33%, respectively, as of end-September 2016.
Moreover, the faster-than-anticipated increase in the bank's CET1
capital ratio to 13.5% as of September 30, 2017, up 170 basis
points over the same period last year, has improved the bank's
ability to withstand sudden market shocks, and added flexibility
with regard to the further wind-down of its non-core portfolio.

As a result of its continued downsizing, Commerzbank has also
sustainably reduced the level of market funding reliance during
recent years. The rating agency therefore expects Commerzbank's
ratio of market funds as a percentage of total funding to reside
within a range of 25-30%, supporting its Combined Liquidity
profile and score. The positive fundamental assessment also takes
account of Moody's expectation of the bank's improving
profitability, albeit from a very low level, largely because
impairment and restructuring charges as part of the bank's
strategic program will no longer burden the bank's profit and
loss account.

-- RATIONALE FOR THE POSITIVE OUTLOOK ON COMMERZBANK'S DEPOSIT
RATINGS

The outlook change to positive on the bank's long-term deposit
and senior senior unsecured debt ratings follows the affirmation
of the bank's BCA at baa3 in combination with the identified
fundamental improvement that has moved Commerzbank's intrinsic
financial strength closer to a level required for a higher BCA
and reflects Moody's expectation that the bank will be able to at
least sustain its solvency metrics over the next 12-18 months.

-- RATIONALE FOR THE STABLE OUTLOOK ON COMMERZBANK'S SENIOR
UNSECURED DEBT RATINGS

The stable outlook on Commerzbank's senior unsecured debt and
issuer ratings reflects the balancing implications of a declining
probability of government support upon transposition of the BRRD
amendments into German law and the positive fundamental drivers
for the bank's BCA.

This follows the agreement to an amendment to the EU's Bank
Recovery and Resolution Directive (BRRD), which requires member
states to introduce a class of non-preferred senior debt and
therefore aims to improve the consistency between creditor
hierarchies across the EU. Transposition into national law is
required by year-end 2018, before EU banks become subject to
total loss absorbing capacity (TLAC) requirements or to minimum
requirements for own funds and eligible liabilities (MREL). This
development is expected to be credit negative for investors in
senior unsecured bonds issued by German banks.

It is Moody's view that, once the directive's amendment is
transposed into German law, unsecured bonds that meet the
definition of article 46f of the German Banking Act (Sec. 46f
KWG) could rank pari passu with future junior senior bonds. This
may call into question the moderate probability of government
support Moody's currently assumes for Commerzbank's senior
unsecured debt instruments and, thus, the government support
rating uplift of one notch currently incorporated into the rating
of these instruments.

-- COMMERZBANK FINANCE & COVERED BOND S.A. (CFCB)

The affirmation of CFCB's baa3 BCA and Baa1 issuer rating with a
stable outlook reflects the affirmation of Commerzbank's ratings.
In Moody's opinion, the Luxemburg entity's operations are very
closely integrated with those of its parent, which holds all of
CFCB's senior unsecured funding. Accordingly, CFCB's ratings
follow Commerzbank's ratings.

WHAT COULD CHANGE THE RATINGS UP/DOWN

An upgrade of Commerzbank's long-term debt and deposit ratings
would be likely in the event of (1) a higher BCA; or (2) a higher
rating uplift as a result of Moody's Advanced LGF analysis for
the bank's senior unsecured debt ratings.

Upward pressure on Commerzbank's baa3 BCA could result from a
stabilization of its financial profile at the current or a
moderately improved level, for example due to (1) a further
improvement of its asset risk metrics, including a further
reduction of sector concentrations; combined with (2) maintenance
of the achieved capital ratios and balance sheet leverage; and
(3) a persistent strengthening of the bank's recurring earnings
power.

Commerzbank's senior unsecured and subordinated debt ratings
could also be upgraded if the volume of subordinated instruments
significantly increases relative to the bank's tangible banking
assets. This could result in one additional notch of rating
uplift resulting from Moody's Advanced LGF analysis.

A downgrade of Commerzbank's debt and deposit ratings could be
triggered following (1) a deterioration of the bank's financial
fundamentals supporting its BCA and; (2) fewer notches of rating
uplift as a result of Moody's Advanced LGF analysis; or (3) a
reduction of the rating agency's government support assumptions.

Downward pressure on the bank's BCA could result from (1) a
weakening of the bank's Strong+ Macro Profile, (2) meaningful
renewed pressure on its asset quality and capital adequacy
metrics; and (3) a significant weakening of the bank's Combined
Liquidity profile.

Downward pressure stemming from Moody's LGF analysis could result
from a significant decrease in the bank's bail-in-able debt
cushion, leading to a higher loss severity of Commerzbank's
deposits and/or senior unsecured debt at failure.

LIST OF AFFECTED RATINGS

Issuer: Commerzbank AG

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed A2(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-1(cr)

-- Long-term Bank Deposits, affirmed A2, outlook changed to
    Positive from Stable

-- Short-term Bank Deposits, affirmed P-1

-- Senior Senior Unsecured Regular Bond/Debenture, affirmed A2,
    outlook changed to Positive from Stable

-- Senior Senior Unsecured Medium-Term Note Program, affirmed
    (P)A2

-- Long-term Issuer Rating, affirmed Baa1 Stable

-- Senior Unsecured Regular Bond/Debenture, affirmed Baa1 Stable

-- Senior Unsecured Medium-Term Note Program, affirmed (P)Baa1

-- Subordinate Regular Bond/Debenture, affirmed Ba1

-- Subordinate Medium-Term Note Program, affirmed (P)Ba1

-- Other Short Term, affirmed (P)P-1

-- Commercial Paper, affirmed P-1

-- Adjusted Baseline Credit Assessment, affirmed baa3

-- Baseline Credit Assessment, affirmed baa3

Outlook Action:

-- Outlook changed to Positive(m) from Stable

Issuer: Commerzbank AG, London Branch

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed A2(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-1(cr)

-- Commercial Paper, affirmed P-1

Outlook Action:

-- Outlook changed to Positive(m) from Stable

Issuer: Commerzbank AG, New York Branch

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed A2(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-1(cr)

-- Senior Unsecured Medium-Term Note Program, affirmed (P)Baa1

-- Subordinate Medium-Term Note Program, affirmed (P)Ba1

-- Other Short Term, affirmed (P)P-1

Outlook Action:

-- Outlook remains stable

Issuer: Commerzbank Finance & Covered Bond S.A.

Affirmations:

-- Long-term Counterparty Risk Assessment, affirmed A2(cr)

-- Short-term Counterparty Risk Assessment, affirmed P-1(cr)

-- Long-term Issuer Rating, affirmed Baa1 Stable

-- Adjusted Baseline Credit Assessment, affirmed baa3

-- Baseline Credit Assessment, affirmed baa3

Outlook Action:

-- Outlook remains Stable

Issuer: Commerzbank U.S. Finance Inc.

Affirmations:

-- Backed Commercial Paper, affirmed P-1

-- Backed Senior Unsecured Medium-Term Note Program, affirmed
    (P)Baa1

No Outlook assigned

Issuer: Dresdner Bank AG (Debts assumed by Commerzbank AG)

Affirmations:

-- Senior Senior Unsecured Regular Bond/Debenture, affirmed A2,
    outlook changed to Positive from Stable

-- Senior Unsecured Regular Bond/Debenture, affirmed Baa1 Stable

-- Subordinate Regular Bond/Debenture, affirmed Ba1

No Outlook assigned

Issuer: Dresdner Funding Trust I

Affirmation:

-- Preferred Stock Non-cumulative, affirmed Ba2(hyb)

No Outlook assigned

Issuer: Dresdner Funding Trust IV

Affirmation:

-- Senior Subordinated Regular Bond/Debenture, affirmed Ba1

No Outlook assigned

Issuer: Dresdner U.S. Finance Inc.

Affirmation:

-- Backed Commercial Paper, affirmed P-1

No Outlook assigned

Issuer: Eurohypo AG (Old) (Debt assumed by Commerzbank AG)

Affirmation:

-- Subordinate Regular Bond/Debenture, affirmed Ba1

No Outlook assigned

Issuer: HT1 Funding GmbH

Affirmation:

-- Preferred Stock Non-cumulative, affirmed Ba2(hyb)

No Outlook assigned

Issuer: Hypothekenbank Frankfurt AG (Debts assumed by Commerzbank
AG)

Affirmations:

-- Senior Senior Unsecured Regular Bond/Debenture, affirmed A2,
    outlook changed to Positive from Stable

-- Senior Unsecured Regular Bond/Debenture, affirmed Baa1 Stable

-- Subordinate Regular Bond/Debenture, affirmed Ba1

No Outlook assigned

Issuer: Hypothekenbank in Essen AG (Debt assumed by Commerzbank
AG)

Affirmation:

-- Subordinate Regular Bond/Debenture, affirmed Ba1

No Outlook assigned

Issuer: RHEINHYP Rheinische Hypothekenbank AG (Debts assumed by
Commerzbank AG)

Affirmations:

-- Senior Unsecured Regular Bond/Debenture, affirmed Baa1 Stable

-- Subordinate Regular Bond/Debenture, affirmed Ba1

No Outlook assigned

PRINCIPAL METHODOLOGY

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


DEA DEUTSCHE: Fitch Puts BB IDR on RWP on Wintershall Merger
------------------------------------------------------------
Fitch Ratings has placed DEA Deutsche Erdoel AG's (DEA) Long-Term
Foreign-Currency Issuer Default Rating (IDR) of 'BB' on Rating
Watch Positive (RWP) following the signing of a letter of intent
to merge the company with Wintershall Group, a subsidiary of BASF
SE (A+/Negative). Fitch have also placed DEA's senior unsecured
rating of 'BB' and the 'BB' rating for senior unsecured notes
issued by DEA Finance SA on RWP.

The rating action reflects Fitch's view that the business profile
of the combined entity will be stronger than DEA's due to the
larger scale of operations, diversified asset base, mainly in
investment grade rated countries, and good prospects for
production growth. Fitch will resolve the RWP after the closing
of the transaction, which could be in 2H18, subject to regulatory
approvals. Fitch assessment of the rating will also take into
account the funding structure of the combined entity.

KEY RATING DRIVERS

Wintershall DEA: BASF and LetterOne signed a letter of intent on
7 December 2017 to merge their respective oil and gas businesses,
Wintershall Group and DEA, in a joint venture (JV), which would
operate under the name Wintershall DEA. It is envisaged that
LetterOne will contribute all its shares in DEA into Wintershall
against issuance of new shares to LetterOne. BASF and LetterOne
will initially hold 67% and 33% stakes, respectively, in
Wintershall DEA. The shareholding structure may change in favour
of BASF after the contemplated contribution of BASF's gas
midstream assets.

Larger Scale, Improved Diversification: In 2016, the combined
business had pro-forma sales of EUR4.3 billion, EBITDA of EUR2.2
billion and net income of EUR326 million. Overall, production
volumes of Wintershall and DEA excluding equity affiliates
amounted to 418 thousand barrels of oil equivalent per day
(mboepd) in 2016, of which 138mboepd was from DEA (590 mboepd
including JVs). Based on proven reserves (1P) of 1.5 billion BOE
at the end of 2016, excluding volumes from equity accounted JVs,
the reserve to production ratio of the combined business would be
around 10 years. Wintershall DEA will operate mainly in Norway,
Russia and Germany.

Business Profile to Strengthen: Fitch believe that the larger
scale of operations and enhanced geographical diversification
will improve DEA's credit profile. Wintershall DEA will also hold
a majority of assets in investment grade rated countries. Details
on the envisaged funding structure of the combined entity are yet
to be determined, but Fitch expect funds from operations (FFO)
net adjusted leverage to remain below 4.0x, as currently forecast
for DEA. Fitch also believe that the merged entity will benefit
from easier access to funding. This supports Fitch assessment
that the proposed transaction will have a positive effect on
DEA's credit profile.

Change Of Control Not a Risk: DEA Finance SA's EUR400 million
guaranteed notes and DEA's USD2.3 billion reserve based lending
(RBL) facility contain change of control provisions. Fitch
believe that the refinancing risk associated with these
provisions is low, given the positive impact of the transaction
on DEA's credit profile and the notes trading levels (above par)
post announcement. DEA also has good access to funding, which is
likely to strengthen further if the transaction is completed.

DERIVATION SUMMARY

DEA's geographical and asset diversification compares well with
peers, such as Kosmos Energy Ltd (B/Positive), which usually have
a concentrated asset base located in more politically challenging
countries, and is more comparable to Newfield Exploration Company
(BB+/Positive) with 2016 output of 163mboepd. This factor,
coupled with leverage and the size of production, is commensurate
with the mid 'BB' rating category. Following the completion of
the contemplated transaction, the scale of operations and
geographical diversification of oil and gas output will be
significantly improved. The rating of Wintershall DEA will depend
on the detailed structure of the transaction and leverage at the
combined entity, which is yet to be determined.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
- Oil prices of USD52.5/bbl in 2018, USD55/bbl in 2019,
   USD57.5/bbl in the long term
- Gas prices (NBP) of USD5.25/mcf in 2018, USD5.5/mcf in 2019,
   USD5.75/mcf in the long term
- EUR/USD exchange rate at 1.15 in 2018 and thereafter

RATING SENSITIVITIES

We plan to resolve the RWP once the contemplated merger with
Wintershall Group is completed. Rating sensitivities for DEA on a
standalone basis are:

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
- Increase in oil and gas output to above 150mboepd
- FFO adjusted net leverage below 3.0x on a sustained basis

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- Large debt-financed acquisition
- FFO net leverage consistently above 4.0x
- Reserve life falling below five years

LIQUIDITY

Good Liquidity: DEA's cash and cash equivalents were around
EUR100 million against insignificant short-term debt at 30
September 2017. The company had a USD2.3 billion RBL facility, of
which roughly USD1.48 billion had been drawn. Future capex can be
financed with the available limit under the facility. Fitch
assume that DEA's creditors will not trigger the change of
control clauses due to the positive impact of the proposed deal
on the business profile of the combined entity and DEA's good
access to funding, should the company wish to refinance its debt.


HAPAG-LLOYD AG: S&P Alters Outlook to Stable & Affirms 'B+' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Germany-based container
liner operator Hapag-Lloyd AG to stable from negative. S&P
affirmed its 'B+' long-term corporate credit rating.

S&P said, "At the same time, we affirmed our 'B-' issue rating on
Hapag-Lloyd's senior unsecured notes. The recovery rating remains
'6', reflecting our expectation of negligible recovery of 0%-10%
(rounded estimate: 0%) in the event of payment default.

"The outlook revision reflects our expectation that Hapag-Lloyd's
improved EBITDA performance and gradual debt reduction will
contribute to rating commensurate credit metrics and adequate
liquidity in 2018. Further underpinning our outlook revision is
our expectation of stable average container shipping freight
rates in 2018 (after they improved in 2017 from historical lows
in 2016). Furthermore, and because Hapag-Lloyd has an efficient
and young fleet with low-level investment needed in the medium
term after the acquisition of United Arab Shipping Co. (UASC), we
factor in its relatively low capital investments -- to be funded
with internally generated cash in 2018-2019. In addition, Hapag-
Lloyd's strict cost controls and effective integration of UASC
five months after the transaction closed should improve its cost
position (as measured by transportation expenses per 20-foot-
equivalent units; TEU). In our view, Hapag-Lloyd will be able to
unlock the bulk of the targeted US$435 million synergies in 2018,
mainly coming from the fleet and route optimization, and slot
cost advantages.

"As we anticipated, Hapag-Lloyd will significantly expand its
reported EBITDA to EUR1.1 billion-EUR1.2 billion in 2017 and
about EUR1.3 billion in 2018 (from about EUR600 million in 2016),
accounting for the acquisition of UASC on a 12-month basis. We
estimate Hapag-Lloyd to reach S&P Global Ratings' adjusted debt
of about EUR7.5 billion in 2018 (from about EUR8.1 billion, which
we forecast in 2017) incorporating the early prepayment of
existing debt (with proceeds from the recent EUR351.5 million
capital increase) and additional debt reduction (from free cash
flows). As a result, we expect S&P Global Ratings' adjusted funds
from operations (FFO) to debt to improve to about 16%-18% from
our forecast of 13%-14% in 2017. This compares with above 12%
that we consider as commensurate for the current 'B+' rating and
indicates some headroom if average freight rates perform below
our base case."

Average freight rates on major trade lanes have recalibrated to
more sustainable levels for container liners this year. This
resulted from decent trade dynamics, higher bunker fuel prices,
and supply-side measures, such as vessel demolition or lay-up and
rationalization of networks, thanks to dynamic consolidation
between container liners. The most recent mergers and
acquisitions, and the South Korean container liner Hanjin's
insolvency, have resulted in the leading players expanding their
marker shares so that the top five hold about 65% of the total
sector. This normally should support future industry pricing.
These positives, however, may be counterbalanced by rapid
deliveries of ultra-large containerships during 2018. These
vessels were ordered a few years ago when industry projections
were much brighter, but the inflating fleet capacity now poses a
downside risk to the current freight rates, which will ultimately
depend on future supply discipline of the leading container
liners.

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

-- S&P said, "Worldwide economic growth will remain vital to the
    shipping industry. Given the global nature of shipping sector
    demand, we consider the GDP growth of all major contributors
    to trade volumes. We forecast GDP growth in the eurozone of
    2.2% in 2017 and 1.8% in 2018, compared with 1.8% in 2016;
    largely flat GDP of 5.6% in 2017 and 5.5% in 2018 in Asia-
    Pacific, compared with 5.5% in 2016; and 6.7% this year in
    China and 6.3% in 2018, after 6.7% in 2016. On continued job
    gains, wage inflation, and a relatively healthy economy, we
    expect U.S. GDP growth of 2.2% this year and 2.3% in 2018,
    compared with 1.6% in 2016."

-- In 2017, Hapag-Lloyd will add about 3.1 million
    TEUs with the incorporation of UASC, to achieve a total of
    10.7 million TEUs. On an organic basis, S&P forecasts annual
    growth rates in Hapag-Lloyd's transported volumes of about 5%
    in 2017 and 3%-4% in 2018, based on global GDP growth trends.

-- An increase in bunker prices (fuel to run ships and one of
    Hapag-Lloyd's major cost positions) flowing directly to
    bottom-line earnings in 2017. S&P estimates that Hapag-Lloyd
    will spend $310-$320 per metric ton in 2017 and 2018 compared
    with about $210 per metric ton in 2016. This largely follows
    its estimates for stable crude oil prices, which are
    typically a good indicator of bunker price performance.

-- S&P forecasts a 2% decrease in average freight for Hapag-
    Lloyd in 2017, compared to 2016, because UASC has
    structurally lower average freight rates based on its route
    network and different inland transportation costs
   (incorporated in the freight rate). On a stand-alone basis,
    Hapag-Lloyd achieved a higher year-on-year average freight
    rate, in line with the improved freight rates conditions in
    2017.

-- S&P believes that Hapag-Lloyd will achieve the targeted
    US$435 million synergies in 2018 and 2019. Increasing the
    average vessel size (as compared with Hapag-Lloyd stand-
    alone), optimizing the network, and keeping a tight grip on
    cost control will help the company lower its unit costs
   (excluding bunker). S&P expects a decrease in average cost per
    TEU to EUR715-EUR735 from about EUR765 in 2017 (all-in
    expenses per TEU excluding bunker).

-- Total annual capital investments of about EUR350 million-
    EUR400 million in 2018 and 2019. These relate to payments for
    new containers and dry-docking/maintenance.

-- Scheduled debt repayments of about EUR700 million and
    additional debt prepayments of about EUR450 million in 2018.

-- No dividend payments in the next 12 months.

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

-- A ratio of adjusted FFO to debt of 13%-14% in 2017 and
    16%-18% in 2018, compared with 15%-16% in 2016 for
    Hapag-Lloyd on a stand-alone basis.

-- A ratio of adjusted debt to EBITDA of about 5.0x-5.5x in 2017
    and 4.0x-4.5x in 2018, compared with about 4.7x in 2016 on a
    stand-alone basis.

S&P said, "Our assessment of the business profile remains
constrained by the high-risk shipping industry and Hapag-Lloyd's
profitability, which is susceptible to the industry's cyclical
swings, heavy exposure to fluctuations in bunker fuel prices and
freight rates, and the company's limited short-term flexibility
to adjust its operating cost base. We believe the company's
operating margins and returns on capital will likely remain
volatile."

These weaknesses are partly mitigated by Hapag-Lloyd's leading
market positions and coverage through a far-reaching and
strategically located route network, broad customer base, and
attractive fleet profile supported by a young, large, and fairly
diverse fleet. S&P's business risk profile assessment
incorporates the company's track record of achieving operational
efficiencies and its proactive and successful measures to
steadily reduce its cost base, which prop up earnings and which
it considers to be a critical support to earnings.

Other maintenance financial covenants on the company's bank debt
stipulate limits such as a minimum level of equity and minimum
liquidity. The liquidity covenant stipulates minimum liquid funds
of US$350 million -- up from US$300 million before the merger.
Under the minimum equity covenant, equity must be higher than 30%
of total assets or higher than EUR2.75 billion. Hapag-Lloyd
passed these covenant tests with sufficient headroom as of Sept.
30, 2017, and S&P expects it to pass the coming quarterly
covenant tests in 2018. There are no leverage ratio or interest
coverage covenants.

S&P said, "The stable outlook reflects our expectation that the
recovered average freight rates will largely hold over the next
12 months, resulting in Hapag-Lloyd's sustained adjusted FFO to
debt of above 12%, further underpinned by the company's ability
to gradually reduce debt and achieve the targeted synergies from
the merger with UASC, while maintaining prudent capital
investments.

"We could lower the rating if credit metrics appear to
deteriorate, such that adjusted FFO to debt is less than 12% in
the next 12 months because of weakened freight rate conditions
without prospects for a short-term improvement, higher-than-
anticipated bunker fuel prices and inability to recover cost
inflation, or unexpected debt-funded investments preventing
reduction in financial leverage. Furthermore, we might consider
lowering the rating if we see clear signs that liquidity coverage
will underperform our base case of above 1.2x coverage of uses by
sources in the next 12 months on a rolling basis."

Given the industry's inherent volatility, an upgrade would depend
on Hapag-Lloyd's ability to further reduce debt and therefore
achieve an ample cushion under the credit measures for potential
fluctuations in EBITDA, combined with a stronger liquidity
coverage. For example, S&P would raise the rating if Hapag-Lloyd
were able to maintain its improved reported EBITDA at or above
EUR1.4 billion, underpinned by the continued reduction in unit
cost and the industry's supply discipline, and reduce its
financial leverage, such that adjusted FFO to debt improves and
remains at or above 20%.


NIKI LUFTFAHRT: Files for Opening of Insolvency Proceedings
-----------------------------------------------------------
Air Berlin Finance B.V. disclosed that following the failed
acquisition of NIKI Luftfahrt GmbH by entities of the Deutsche
Lufthansa group and as no other purchaser could be found at short
notice, the management of NIKI Luftfahrt GmbH on Dec. 13 filed
with the local court of Berlin-Charlottenburg a petition for the
opening of insolvency proceedings over the assets of NIKI
Luftfahrt GmbH.

NIKI Luftfahrt GmbH will discontinue to operate further flights
for the time being.

                         About Air Berlin

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

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

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

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

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


NIKI LUFTFAHRT: Administrator Begins Talks with Potential Buyers
----------------------------------------------------------------
Alexander Hubner and Kirsti Knolle at Reuters report that Niki's
administrator began urgent talks on Dec. 14 to find a buyer for
the insolvent Austrian carrier after a deal with Lufthansa fell
through and with the clock ticking before Niki loses its valuable
runway slots.

According to Reuters, German flagship carrier Lufthansa scrapped
plans to buy Niki on Dec. 13 due to competition concerns,
grounding the airline's fleet and stranding thousands of
passengers in what its managing director said was a "national
disaster for Austria".

A spokesman for Niki's administrator said the carrier would lose
its runway slots in a few days, one of the most attractive assets
for possible buyers, Reuters relates.

Niki is owned by Air Berlin, which itself collapsed earlier this
year, Reuters notes.

Air Berlin's administrator Frank Kebekus said he hoped to agree
to a deal for Niki by the end of the year, Reuters notes.

Mr. Kebekus told rbb-Inforadio "If we had that, then we can
certainly take another week or two in January to finalize it",
Reuters relays.

Three to four parties are interested in taking over Niki,
Wolfgang Katzian of Austrian union GPA told broadcaster ORF
earlier on Dec. 14, without naming them, Reuters discloses.

                         About Air Berlin

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

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

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

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

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


PHOENIX PHARMAHANDEL: Fitch Affirms Then Withdraws 'BB' LT IDR
--------------------------------------------------------------
Fitch Ratings has affirmed Germany-based pharmaceuticals
wholesaler Phoenix Pharmahandel GmbH & Co KG's (Phoenix)'s Long-
Term Issuer Default Rating (IDR) at 'BB' with Positive Outlook
and withdrawn the rating. Concurrently, Fitch has also affirmed
and withdrawn the 'BB' instrument ratings on the bonds issued by
its Dutch finance company, Phoenix PIB Dutch Finance. B.V.

Fitch has withdrawn Phoenix's ratings for commercial reasons. The
agency reserves the right at its sole discretion to withdraw or
maintain any rating at any time for any reason it deems
sufficient. Fitch will no longer provide ratings or analytical
coverage of Phoenix.

The rating reflects Phoenix's leading market position in selected
European pharmaceutical wholesale and distribution markets,
supported by a growing presence in the higher-margin
pharmaceutical retail channel, as well as structurally weak
profitability. The rating is also underpinned by satisfactory
cash conversion, offering deleveraging ability from the currently
elevated leverage metrics due to recent acquisitions. This
feature coupled with the generally more mature and diversified
business model, is reflected in the Positive Outlook.

KEY RATING DRIVERS

Leverage Peak, Deleveraging Expected: Fitch views Phoenix's
financial risk profile as temporarily elevated, following the
2016 Mediq acquisition. We, however, project a steady
deleveraging profile from the post-acquisition peak of funds from
operations (FFO) adjusted net leverage of 4.6x in the financial
year to January 2017 towards 3.0x in FY20, assuming only bolt-on
acquisitions of up to EUR50 million p.a. and no introduction of
dividends. Fitch project FFO fixed charge cover to stabilise just
above 3.0x in the same period.

Improving Business Risk, Deleveraging Supports Outlook: The
Positive Outlook is a reflection of a more diversified and
maturing business model with exposure to wholesale and retail
channels, as well as a variety of European developed and emerging
markets shielding it from isolated regulatory and competitive
risks. Fitch believe that improving business risk will translate
into higher EBITDAR margins, which Fitch expect to trend towards
3.0x (from 2.0x in FY17), leading to free cash flow (FCF) margins
above 1% and FCF/EBITDAR conversion stabilising above 40%. This
in return offers deleveraging ability and underpins the expected
improvement of Phoenix's financial risk profile.

Structurally Weak Profitability in Wholesale: Phoenix, as with
wholesale sector peers and despite operating in an oligopolistic
industry structure, is subject to structurally limited
profitability compared with pharmaceuticals manufacturers,
reflecting intense competitive and regulatory pressures. Given
the small contribution of wholesale to the value chain (4% of the
total price of a pharma product is attributable to W&D) the scope
is limited for margin expansion in the industry.

Continued Expansion in Retail Markets: Fitch expects further
investments to diversify into retail channels (subject to a
supportive regulatory environment) offering integration with
retail channels and geographical diversification. Following a
period of sizeable acquisitions (Mediq in the Netherlands and
Sunpharma in the Czech Republic and Slovakia most recently),
Fitch expect further acquisition of retail channels to be more
opportunistic and bolt-on in nature as emerging European
economies liberalise. The Fitch rating case factors in EUR50
million additional bolt-on acquisitions per year.

Average Recovery Prospects for Bondholders: Fitch rates Phoenix's
bonds and pari passu bank debt at the same level as the IDR,
reflecting only limited subordination from the group's prior-
ranking on-balance sheet constituting of ABS, factoring lines and
Italian credit lines. Accordingly prior-ranking debt relative to
EBITDA is expected to remain comfortably below the 2.0x-2.5x
threshold that Fitch typically applies in its recovery analysis
to assess subordination issues for unsecured bondholders.

DERIVATION SUMMARY

The pharmaceutical wholesale sector is characterised by an
oligopolistic industry structure with structurally limited
profitability compared with pharma manufacturers, reflecting
intense competitive and regulatory pressures. Given the low
margin nature of the industry, relative size and integration with
retail channels become critical success factors as they enable
the company to benefit from economies of scale across the value
chain.

The landscape of pharmaceutical wholesalers has changed in recent
years in Europe as some countries, such as Germany, have become
increasingly competitive. Pan-European players have in various
degrees strong geographical diversification, which strengthens
their position with pharmaceutical manufacturers and leaves them
less vulnerable to single healthcare policy changes. Effective
relationships with retailers as well as manufacturers are key
elements for the business. In addition, the sector is now also
subject to potential technological disruption with the rumoured
entry of Amazon in the sector, although initially only in the US.

Out of the five Fitch-rated pharma wholesalers, Phoenix is the
lowest rated at 'BB'. This is due to its smaller size relative to
AmeriSource-Bergen Corp. (A-/Stable), Cardinal Health, Inc.
(BBB+/Negative) and McKesson Corp. (BBB+/Stable). These companies
display also stronger credit metrics than Phoenix. Fitch view the
European and US markets differently as the risks related to drug
pricing and reimbursement is greater for drug wholesalers in
Europe than in the U.S. Recently downgraded Owens & Minor, Inc.
(BB+/Negative) is smaller than Phoenix but with an increasingly
converging financial profile following a series of debt-funded
acquisitions.

KEY ASSUMPTIONS

Fitch's Key Assumptions within Fitch Rating Case for the Issuer:

- Satisfactory sales growth with close to 2% CAGR over the four-
   year rating horizon to 2021;

- Sales contribution from wholesale operations to remain above
   80% during the period;

- EBITDAR margin trending towards 3% (from 2.1% expected in
   FY18);

- Moderate working capital outflows assumed after FY17;
   continued focus on working capital management using factoring
   and ABS instruments;

- Limited capital intensity of the business with capex at
   0.5%-1% of sales;

- FCF margin above 1%; strong cash conversion rate with FCF-to-
   EBITDAR expected to trend towards and above 40% in FY20-21;

- Fitch assumes annual bolt-on acquisitions of EUR50 million
   p.a.; larger, more strategic transactions are viewed as event
   risk; and

- No dividend distributions over the four-year rating horizon.

RATING SENSITIVITIES

Not applicable.

LIQUIDITY

Satisfactory Liquidity: Fitch views Phoenix's liquidity as
satisfactory with EUR1.4 billion of liquidity headroom across the
group's committed banking facilities for 1H17-2018. Core
liquidity is provided by a EUR1.25 billion syndicated revolving
credit facility maturing in 2022 as well as significantly working
capital facilities (ABS and factoring facilities of EUR831
million).

FULL LIST OF RATING ACTIONS

Phoenix Pharmahandel GmbH & Co KG
- Long-Term IDR: affirmed at 'BB', Outlook Positive; rating
   withdrawn

Phoenix PIB Dutch Finance B.V.
- Senior unsecured debt: affirmed at 'BB'; rating withdrawn


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


CARLYLE GLOBAL 2015-3: Moody's Assigns (P)B2 Rating to Cl. E Debt
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the ten classes of Notes to be
issued by Carlyle Global Market Strategies Euro CLO 2015-3
D.A.C.:

-- EUR6,000,000 Class X Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aaa (sf)

-- EUR344,000,000 Class A1-A Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aaa (sf)

-- EUR10,000,000 Class A1-B Senior Secured Fixed Rate Notes due
    2030, Assigned (P)Aaa (sf)

-- EUR52,200,000 Class A2-A Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aa2 (sf)

-- EUR15,000,000 Class A2-B Senior Secured Fixed Rate Notes due
    2030, Assigned (P)Aa2 (sf)

-- EUR57,600,000 Class B Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)A2 (sf)

-- EUR16,400,000 Class C-1 Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR10,000,000 Class C-2 Senior Secured Deferrable Floating
    Rate Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR33,600,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)Ba2 (sf)

-- EUR18,600,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in July 2030. The provisional ratings reflect the risks
due to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, CELF Advisors LLP
("CELF Advisors") has sufficient experience and operational
capacity and is capable of managing this CLO.

Carlyle CLO 2015-3 is a managed cash flow CLO. At least 90% of
the portfolio must consist of senior secured loans and senior
secured bonds and up to 10% of the portfolio may consist of
unsecured senior loans, second-lien loans, mezzanine obligations
and high yield bonds. The portfolio is expected to be at least
85% ramped up as of the closing date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe.

CELF Advisors will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's four-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk and credit improved obligations, and are subject to certain
restrictions.

In addition to the ten classes of Notes rated by Moody's, the
Issuer will issue EUR55,100,000 of subordinated notes, which will
not be rated.

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

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017. The cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of the
binomial distribution assumed for the portfolio default rate. In
each default scenario, the corresponding loss for each class of
notes is calculated given the incoming cash flows from the assets
and the outgoing payments to third parties and noteholders.
Therefore, the expected loss or "EL" for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

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

Par amount: EUR600,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2950

Weighted Average Spread (WAS): 3.70%

Weighted Average Recovery Rate (WARR): 43.50%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3393 from 2950)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A1-A Senior Secured Floating Rate Notes: 0

Class A1-B Senior Secured Fixed Rate Notes: 0

Class A2-A Senior Secured Floating Rate Notes: -1

Class A2-B Senior Secured Fixed Rate Notes: -1

Class B Senior Secured Deferrable Floating Rate Notes: -2

Class C-1 Senior Secured Deferrable Floating Rate Notes: -2

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

Class D Senior Secured Deferrable Floating Rate Notes: 0

Class E Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3835 from 2950)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A1-A Senior Secured Floating Rate Notes: -1

Class A1-B Senior Secured Fixed Rate Notes: -1

Class A2-A Senior Secured Floating Rate Notes: -3

Class A2-B Senior Secured Fixed Rate Notes: -3

Class B Senior Secured Deferrable Floating Rate Notes: -4

Class C-1 Senior Secured Deferrable Floating Rate Notes: -3

Class C-2 Senior Secured Deferrable Floating Rate Notes: -3

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: 0

Methodology Underlying the Rating Action:

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


MAYO RENEWABLE: Liquidator Puts Biomass Power Plant for Sale
------------------------------------------------------------
John Mulligan at Independent.ie reports that an unfinished
biomass power plant in Co Mayo into which almost EUR100 million
had been ploughed before the company behind it went into
liquidation last year, could fetch around EUR10 million after
being put up for sale, it is understood.

According to Independent.ie, it's now being sold by Dublin-based
asset valuer McKay on instructions of the liquidator of Mayo
Renewable Power, Michael McAteer of Grant Thornton.  Bids are due
by the end of January, but prior offers will also be considered,
Independent.ie states.

The plant, which is about half-finished, could be sold with a
view to completion on site, or for shipment to another location,
Independent.ie notes.

Mayo Renewable Power initially went into examinership, but
entered liquidation in November last year, Independent.ie
recounts.

It had EUR95 million of secured debt, while trade creditors were
owed EUR30 million, Independent.ie discloses.


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


SIGNUM FINANCE: Fitch Affirms Then Withdraws BB+ Rating on CLNs
---------------------------------------------------------------
Fitch Ratings has affirmed Signum Finance II PLC's Series 2016-1
EUR11.9 million credit-linked notes (CLNs) at 'BB+sf' with a
Stable Outlook and subsequently withdrawn this rating.

Fitch will no longer provide rating or analytical coverage of
Signum Finance II PLC's Series 2016-1 CLNs.

The notes, issued by Signum Finance II Plc, are a repackaging
note programme arranged by Goldman Sachs International with
limited liability and incorporated under Irish law. Non-petition
language included in the master programme stipulates that no
party to any series will be able to petition for the winding-up
of the issuer as a consequence of the default of any particular
series. In addition, limited recourse clauses in the programme
restrict the noteholder of a given series to only have recourse
to the collateral assigned to this series.

At closing, the proceeds from the notes' issue were used to
purchase two charged assets: A 2.55% coupon Buoni del Tesoro
Poliennal bond issued by Republic of Italy with maturity on 15
September 2041 and a transferable Schuldschein loan borrowed by
State of North Rhine-Westphalia (LNW) with maturity on 15 July
2054.

KEY RATING DRIVERS

The affirmation primarily reflects the unchanged credit quality
of the three risk-presenting entities: swap counterparty Goldman
Sachs International (A/Stable/F1), Republic of Italy (BBB/
Stable/F2) and LNW (AAA/ Stable/F1+).

As the lowest rated risk-presenting entity, the Republic of Italy
is the most significant driver of the CLNs' rating derived by
using the Fitch Three Risk Matrix. The Stable Outlook on the
notes is in line with the Outlook on the Republic of Italy.

Fitch has chosen to withdraw the rating of Signum Finance II PLC
2016-1 for commercial reasons. Accordingly, Fitch will no longer
provide ratings or analytical coverage on the transaction.

RATING SENSITIVITIES

Rating sensitivities are not applicable as the ratings have been
withdrawn.


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


BORMIOLI ROCCO: Moody's Withdraws B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of the
Italian packaging company Bormioli Rocco Holdings S.A. including
its B2 corporate family rating (CFR) and its B2-PD probability of
default rating (PDR). At the time of withdrawal, there was no
instrument rating outstanding. Prior to the withdrawal, the
rating outlook was stable.

RATINGS RATIONALE

Moody's has withdrawn the ratings of Bormioli for reorganization
reasons. On November 30, 2017, Bormioli sold its pharmaceutical
glass and plastics business to Bormioli Pharma Bidco S.p.A. (B2
stable), an indirect subsidiary of the private equity firm Triton
Investment Management Limited. Following the completion of the
disposal, all outstanding debt obligations of Bormioli have been
either redeemed or cancelled. Please refer to the Moody's
Investors Service's Policy for Withdrawal of Credit Ratings,
available on its website, www.moodys.com.

Headquartered in Luxembourg, Bormioli Rocco Holdings S.A. is the
parent company of Bormioli Rocco S.p.A., an Italian manufacturer
of glass tableware for home and professional use, after the
disposal of its pharma business unit.

LIST OF AFFECTED RATINGS:

Withdrawals:

Issuer: Bormioli Rocco Holdings S.A.

-- Corporate Family Rating, Withdrawn , previously rated B2

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

Outlook Actions:

Issuer: Bormioli Rocco Holdings S.A.

-- Outlook, Changed To Rating Withdrawn From Stable


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


E-MAC DE 2006-II: Fitch Lowers Class D Debt Rating to 'CCsf'
------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the E-MAC
DE RMBS series:

E-MAC DE 2005-I B.V.:
Class A (ISIN XS0221900243): 'AAAsf'; placed on Rating Watch
Negative (RWN)
Class B (ISIN XS0221901050): 'A+sf'; placed on Rating Watch
Evolving (RWE)
Class C (ISIN XS0221902538): upgraded to 'BB+sf' from 'BB-sf';
Outlook Stable
Class D (ISIN XS0221903429): affirmed at 'CCCsf'; Recovery
Estimate (RE) revised to 60% from 40%
Class E (ISIN XS0221904237): affirmed at 'CCsf'; RE of 0%

E-MAC DE 2006-I B.V.:
Class A (ISIN XS0257589860): 'AAAsf'; placed on RWN
Class B (ISIN XS0257590876): upgraded to 'BB+sf' from 'BBsf';
Outlook Stable
Class C (ISIN XS0257591338): affirmed at 'CCCsf'; RE revised to
40% from 20%
Class D (ISIN XS0257592062): affirmed at 'CCsf'; RE of 0%
Class E (ISIN XS0257592575): affirmed at 'CCsf'; RE of 0%

E-MAC DE 2006-II B.V.:
Class A2 (ISIN XS0276933347): 'AAsf'; placed on RWE
Class B (ISIN XS0276933859): upgraded to 'BBB+sf' from 'BBB-sf';
Outlook Stable
Class C (ISIN XS0276934667): affirmed at 'Bsf'; Outlook Stable
Class D (ISIN XS0276935045): downgraded to 'CCsf' from 'CCCsf';
RE revised to 0% from 10%
Class E (ISIN XS0276936019): affirmed at 'CCsf'; RE of 0%

The transactions are true-sale securitisations of German
residential mortgage loans originated by GMAC-RFC Bank GmbH.
Adaxio AMC GmbH, the current servicer, is the successor company.

KEY RATING DRIVERS

Nearly all outstanding loans of the three transactions have
reached the first interest rate reset dates. Consequently, there
have been significant principal repayments in the past two years,
resulting in increased credit enhancement (CE) for the senior
notes.

Of the loans that did not prepay at interest reset, a significant
share has switched to a floating interest rate. In its cash flow
analysis Fitch assumes that borrowers will choose a fixed rate in
a rising interest rate scenario, a floating rate in a decreasing
interest rate environment and remain with their current rate
arrangement in a stable interest rate environment. The issuer
will only enter into a reset swap for those loans that have a
fixed rate.

In each transaction, the fixed loan interest received is swapped
into floating payments in order to match the issuer's
liabilities. The swap rates are reset in parallel with the loan
resets to provide a spread after senior costs and note margins of
20bp. In contrast the floating mortgage spread is much higher,
hence the SPV profits from a higher share of floating loans,
although the agency assigns a higher foreclosure risk to these
loans.

As of November 2017, arrears of more than 90 days account for
14.8% of the 2005-I portfolio, 20.4% for 2006-I and 17.0% for
2006-II. Non-performing loans increase the gap between available
interest from the loan portfolio and interest to be paid on notes
and swap. This gap creates substantial negative carry in Fitch's
analysis in stressed scenarios and is most severe if interest
rates go up (due to the swap in place in such scenarios).

Following the downgrade of Deutsche Bank AG to
'BBB+'/Stable/'F2', remedial actions have been implemented
regarding the swaps through collateralisation and the liquidity
facilities via drawdowns. For the account bank role, remedial
action to comply with transaction documents and Fitch's criteria
is still pending. However, Fitch have received written
confirmation from the issuer administrator that the transfer of
the issuer accounts to an eligible institution is planned. The
agency has placed the affected notes on Rating Watch pending
implementation. Fitch have put the senior note ratings on RWN,
indicating the direction of potential rating changes if no
adequate solution is found.

Notes currently rated below 'AAAsf' could either be upgraded if
an eligible account bank is appointed (the notes have built up
additional CE since the last review) or downgraded if no adequate
solution is found. Fitch have placed these notes on RWE.

Fitch expects principal prepayments to remain above average for
all transactions as the floating rate loans are not subject to
prepayment penalties if borrowers decide to repay their loans,
removing the reason for typically low prepayments between
interest reset dates in German residential mortgage portfolios.

Fitch does not consider the subordinated extension interest part
in the notes' ratings as non-payment does not constitute a
default under the transaction documentation. The ranking in the
priority of payments is junior to any other interest payments,
principal deficiency ledger payments, swap payments, reserve
funds refill as well as liquidity reserve repayment.

VARIATIONS FROM CRITERIA

In line with its criteria Fitch applies a lender adjustment to
the portfolio to account for the quality of underwriting, based
on the worse than anticipated historical loss performance of the
transaction. Besides the lender adjustment, Fitch accounted as a
variation to its EMEA RMBS criteria for the higher than
anticipated losses in each of the transactions via adjustments of
market value decline assumptions (MVD). All mortgage loans are
treated with the highest MVD assumptions as per criteria
irrespective of the purchasing power index region. Moreover as a
second variation from its criteria, Fitch did not apply
indexation of property valuations from transaction initiation as
these would lead to modelling higher home prices now, implying
smaller losses than observed in the transactions so far.

RATING SENSITIVITIES

The replacement of the issuer account bank according to
documentation and Fitch's counterparty criteria might lead to the
affirmation of ratings currently on RWN and upgrades of those
currently on RWE.

The ratings are sensitive to higher property values realized from
foreclosures leading to improved chances of note repayment for
the lower mezzanine tranches.

The borrower choices of fixed or floating rate loans is affecting
the note repayments as floating rate loans are offering far
higher excess spread to the SPV, which can decrease PDL balances.
Higher borrower repayments from floating rate loans and fixed
rate loans reaching their reset date are leading to transaction
deleveraging and potentially upgrades.


HIGHLANDER EURO: Moody's Affirms Ca Rating on Cl. E Sr. Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the
following notes issued by Highlander Euro CDO B.V.:

-- EUR25M (currently EUR17.7M outstanding) Class D Primary
    Senior Secured Deferrable Floating Rate Notes due 2022,
    Upgraded to Aaa (sf); previously on May 25, 2017 Upgraded to
    A2 (sf)

Moody's has also affirmed the ratings on the following notes:

-- EUR13.75M (currently EUR18.2M outstanding) Class E Secondary
    Senior Secured Deferrable Floating Rate Notes due 2022,
    Affirmed Ca (sf); previously on May 25, 2017 Affirmed Ca (sf)

Highlander Euro CDO B.V., issued in August 2006, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by CELF Advisors LLP. The transaction's reinvestment
period ended in August 2012.

RATINGS RATIONALE

The rating action on the notes is primarily a result of
deleveraging of the Class D notes following the amortisation of
the portfolio since the last rating action in May 2017.

On the September 2017 payment date, Classes C and D notes paid
down by EUR21.1 million and EUR7.3 million (or 29% of the Class D
notes' original balance), respectively. As a result of the
deleveraging, the over-collateralisation (OC) ratio have
increased for Class D. According to the trustee report dated
November 2017, Class D OC ratio is reported at 187.7%, compared
to May 2017 of 132.14%.

Moody's notes that there are EUR25.8 million of principal
proceeds available which are expected to be used to fully repay
the class D on the next March payment date.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds of EUR33.0 million, a
weighted average default probability of 17.1% (consistent with a
WARF of 2601 over a weighted average life of 4.0 years), a
weighted average recovery rate upon default of 43.4% for a Aaa
liability target rating, a diversity score of 2 and a weighted
average spread of 3.1%.

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

Methodology Underlying the Rating Action:

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower weighted average recovery rate for the
portfolio. Moody's ran a model in which it reduced the weighted
average recovery rate by 5%; the model generated outputs that
were unchanged for Classes D and E.

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

Additional uncertainty about performance is due to the following:

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

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

* Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors with low non-investment-grade ratings, especially when
they default. Because of the deal's lack of granularity, Moody's
substituted its typical Binomial Expansion Technique analysis
with a simulated default distribution using Moody's CDOROM(TM)
software and an individual scenario analysis

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


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


FERMY DROBIU: Dec. 20 Deadline Set for Unconditional Offers
-----------------------------------------------------------
The receiver of Fermy Drobiu Borkowski Sp. Zo.o. announced a
single-source sale of the bankrupt company for a price of not
less than PLN109,259,246.60.

The company consists of the assets and identified and valued in
the value estimation drawn up by expert witness Wojciech Wojdylo
on January 17, 2017, that is:

1. poultry farms located in Jablonna, Ruchocice, Wioska,
Duszniki, Barloznia, Wolsztynska, Kakolewo and Adamow, together
with the property rights and the right of perpetual usufruct of
the real estate of the total area of 78,6981 hectares, including
agricultural properties;

2. fixed assets -- means of transport, equiment and machinery,
including assets of low value, apart from the fixed assets that
are bankruptcy remote and wihtin the sale was withheld.

3. The company is subject to a lease agreement concluded May 5,
2015, and the lessee holds the right of pre-emption to purchase
the company.

Unconditional offers in writing together with the required
documents must be filed by December 20, 2017 by 12:00 in the
Receiver's Office: Kancelaria Radcow Prawnych i Doradcow
Restrukturyzacyjnych GRENDA in Poznan, ul. Mlynska 5a/1, in
sealed envelopes marked "Oferta na sprzedaz skladnikow masy
upadlosci Fermy Drobiu Borkowski Sp. zo.o. w upadlosci
likwidacyjnej w Barlozni Wolsztynskiej (7 ferm) [Offer for sale
of components of the bankrupt's assets of Fermy Drobiu Borkoswsi
Sp. z o.o.  w upadlosci likwidacyjnej in Barloza Wolstynska (7
farms) - Do NOT OPEN] giving the registration number "XI GUp
67/14".

The proof of payment of the deposit in the amount of 10% of the
value of the asking price into the bankrupt entity's asset bank
account in BZ WBK 60 1090 2590 0000 0001 3436 2735 must be
attached to the offer to buy.


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


EN+ GROUP: Fitch Assigns BB- Long-Term IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned Russia-based EN+ Group PLC (EN+) a
Long-Term Foreign-Currency Issuer Default Rating (IDR) of 'BB-'
with Stable Outlook.

EN+ operates two business segments including aluminium production
through United Company RUSAL Plc (UC Rusal; BB-/Stable) and power
generation and distribution primarily through a 100% indirect
power subsidiary JSC Eurosibenergo. EN+'s 'BB-' IDR is based on
the deconsolidation of UC Rusal, in which EN+ owned 48.13% at
end-1H17 (the share will increase to 56.88% following conversion
of certain minority stakes in UC Rusal for stakes in EN+ Group
PLC), representing EN+'s energy segment.

The rating is underpinned by the market position of EN+ as one of
the largest power generation companies in Russia responsible for
about 8% of total installed capacity, its low-cost hydro
generating facilities, which enhances group profitability
compared with thermal generators, and vertical integration. The
rating is constrained by the company's weaker, albeit improving,
credit metrics than Russian utility peers, a tight liquidity
profile and customer concentration (UC Rusal is contracted to
purchase about 54% of EN+'s electricity production in 2017). High
risk associated with the general operating environment in Russia
and regulatory framework in the utilities sector as well as key
person risk stemming from a dominant shareholder also remain
credit weakness.

KEY RATING DRIVERS

Deconsolidated Group Profile: The rating scope covers the EN+
group that has deconsolidated UC Rusal's financials but includes
dividends from UC Rusal and consolidates JSC Eurosibenergo and
other small wholly-owned subsidiaries, representing EN+'s energy
segment.

Fitch's deconsolidation approach is driven by UC Rusal being a
listed company owned by a number of strategic investors in
addition to a free float and one that is run relatively
independently. There is no centralised treasury at EN+ level,
operating companies raise debt independently and there are no
cross guarantees within the group involving UC Rusal. While some
loans at operating companies have a cross default provision to
other EN+ group entities, UC Rusal does not have such cross
default provisions. Fitch rate UC Rusal on a standalone basis. As
of 5 December 2017 66.1% of EN+ were beneficially controlled by
Oleg Deripaska.

Dividends from UC Rusal: EN+'s deconsolidated scope includes
dividend flows from UC Rusal expected at about USD144 million
annually over 2017-2021. However, Fitch adjust Fitch leverage and
coverage metrics by excluding the dividend stream from UC Rusal
as they form part of EN+'s dividend outflow to its shareholders
based on a new dividend policy. While Fitch believe the dividend
policy could be adjusted in case of financial distress at
deconsolidated EN+, the general framework implies that dividends
from UC Rusal will not contribute to the debt repayment capacity
of EN+.

Weak but Manageable Liquidity: Fitch assess EN+'s liquidity at
end-1H17 as tight but manageable and as a rating constraint.
Short-term maturities were USD796 million against a cash position
of USD103 million, unused credit facilities of RUB24 billion
(USD410 million) at 30 August 2017 mainly from state-owned banks
and Fitch-expected 2017 free cash flow (FCF, after capex and
dividends) of about USD60 million. EN+ expects to extend a USD173
million (RUB10.2 billion) loan from Sberbank by end-December
2017. In November 2017 the group repaid the loan of USD943
million held at EN+ level, of which USD50 million was short-term
maturities, from IPO proceeds.

Strong Market Position: The group is one of the largest power
generation companies in Russia covering about 8% of Russia's
installed capacity in 2016. The group operates 18 power stations
with a total installed capacity of 19.7GW, which should moderate
the risk of cash flow disruptions driven by unexpected outages.
The company operates across the entire power value chain,
including coal mining, power generation, and transmission and
distribution networks. However, in contrast to many rated Russian
utilities the group's financial profile does not benefit from
cash flow generation from capacity sales under capacity supply
agreements (CSA).

Hydro Generation Enhances Profitability: The business profile
benefits from a significant share of hydro-generating facilities
with about 77% of total installed capacity and about 78% of
EBITDA in 2016, enhancing EN+'s profitability and operational
profile due to absence of fuel costs and priority of dispatch.
Fitch expect EBITDA margin to remain broadly stable at an average
of about 36% over 2017-2020 (34% in 2016).

Deleveraging Expected: Despite an expected improvement, EN+'s
credit metrics remain somewhat weaker than that of other rated
Russian utilities. Fitch forecast funds from operations (FFO)
adjusted net leverage (excl. dividends from UC Rusal) to average
about 4.3x over 2017-2021, down from around 6x in 2016. This is
driven by healthy cash flow from operations, lower than
historical capex averaging USD200 million annually in 2017-2021,
although Fitch expect continued high dividends to shareholders of
USD304 million in 2017 and on average about USD500 million over
2018-2021. Fitch forecast Fitch- calculated FCF (after capex and
dividends) on average to be largely neutral over 2017-2021.

Regulatory Changes, Contract with UC Rusal: Fitch expect EN+'s
profitability to be supported by capacity market deregulation in
Siberia and a new contract with UC Rusal. Full deregulation of
capacity market in Siberia from May 2016 led to increases in
capacity prices. The competitive capacity selection mechanism has
stipulated gradually increasing capacity prices until 2021,
providing visibility to cash flow generation. At the same time, a
new contract with UC Rusal, the majority customer for EN+'s power
sales, has linked power sale price to the market price with a
discount boosting EN+'s margins and establishing an arms-length
basis for cooperation given their operational interdependence.

FX Exposure, Secured Debt: Fitch view EN+'s FX and interest rate
exposure as manageable. About 28% of total debt at end-1H17 was
denominated in foreign currencies, mainly USD. The group does not
use any hedging instruments. About 54% of total debt is raised
under floating interest rates, which are mainly linked to the
central bank rate. The group has a large share of prior-ranking
debt. Should senior unsecured debt be issued at EN+ level, this
may lead to its structural and contractual subordination.

DERIVATION SUMMARY

EN+'s deconsolidated business profile is similar to that of PJSC
RusHydro (BB+/Stable; standalone rating of BB) as both companies
generate hydro power and benefit from high profitability.
However, EN+ operates on a smaller scale (based on installed
capacity) and has a much more concentrated customer base. Fitch
assess EN+'s business profile as somewhat stronger than that of
PJSC The Second Generating Company of the Wholesale Power Market
(OGK-2, BB/Stable; standalone rating of BB-) due to vertical
integration and low-cost hydro generating facilities. Despite the
expected de-leveraging, EN+ falls behind its Russian peers rated
in the 'BB' category (including Rushydro, OGK-2, Public Joint
Stock Company Territorial Generating Company No. 1 (TGC-1,
BB+/Stable)) based on its credit metrics. Its liquidity profile
is weaker than that of most rated Russian utilities and is
comparable to that of some Kazakh utilities.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:
- Russian GDP growth of 2%-2.2% and CPI of 4.1%-4.5% p.a. over
   2017-2021;
- Average USD/RUB exchange rate of 58-59.3 over 2017-2021
- Electricity generation volumes to increase slightly above
   GDP in 2017 and below GDP over 2018-2021;
- Capex to average about USD200 million annually over 2017-2021;
- Dividends from UC Rusal on average of about USD144 million
   annually over 2017-2021;
- Dividends to shareholders in line with management expectations
   of about USD304 million in 2017 and on average about USD500
   million annually over 2018-2021. This includes dividends
   received from UC Rusal. Fitch do not expect any other
   distributions to shareholders in the forecasted period; and
- IPO proceeds of USD1 billion in 2017 used primarily for the
   repayment of debt at EN+ of USD943 million and covering IPO-
   related costs of about USD40 million.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
- Improvement of the financial profile (e.g. FFO adjusted net
   leverage below 3.5x (excluding dividends from UC Rusal) and
   FFO fixed charge cover above 4x (excluding dividends from
   UC Rusal) on a sustained basis).
- Stronger liquidity profile management.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- Deterioration of the financial profile (eg FFO net adjusted
   leverage above 4.5x (excluding dividends from UC Rusal) and
   FFO fixed charge cover well below 2.5x (excluding dividends
   from UC Rusal) on a sustained basis) due to, among other
   things, aggressive capex or dividends distribution and much
   lower-than-expected electricity prices.
- A negative rating action on UC Rusal, which is likely to lead
   to a negative rating action on EN+ due to the cross default
   provision in some of EN+ subsidiaries loans to EN+ group
   entities.
- Weak liquidity, with liquidity ratio consistently below 1x.
- Deterioration of the regulatory and operational environment in
   Russia.

FULL LIST OF RATING ACTIONS

- Long-Term Foreign-Currency IDR assigned at 'BB-', Outlook
Stable
- Short-Term Foreign-Currency IDR assigned at 'B'
- Long-Term Local-Currency IDR assigned at 'BB-', Outlook Stable
- Short-Term Local-Currency IDR assigned at 'B'.


MOBILE TELESYSTEMS: S&P Cuts Debt Rating to 'BB', On Watch Dev.
---------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on the Russian
mobile operator Mobile TeleSystems PJSC (MTS) to 'BB' from 'BB+'
and placed it on CreditWatch with developing implications. At the
same time, we downgraded MTS' senior unsecured debt to 'BB' from
'BB+' and placed it on CreditWatch developing.

The downgrade follows the downgrade of Sistema, the 50.004%
parents of MTS, to 'B+' from 'BB-', due to the announced USD110
million dividend that may weaken Sistema's liquidity. Future
rating actions on MTS will depend on the rating on Sistema. S&P
said, "In our view, the rating on MTS cannot exceed the rating on
Sistema by more than two notches because Sistema defines MTS'
financial policy and controls its strategy. Therefore, in our
view, Sistema is a significant shareholder in MTS' capital."

Still, MTS' operating and financial performance are independent
from those of Sistema, and four directors out of nine are
independent. If Sistema were to default, there would be no cross-
default with MTS.

S&P said, "That said, if Sistema's control over MTS were to
lessen, we could reassess the link between the two companies,
which could have a positive effect on our rating on MTS. But this
is not our base case, because we understand Sistema does not plan
to sell any shares of MTS.

"MTS' business risk profile remains supported by the company's
top positions in Russia, where it is the market leader, holding
around 31% market share with 78.5 million mobile subscribers (at
the end of third-quarter 2017). In our view, MTS' significant
previous investment in infrastructure development, including
4G/LTE coverage, will continue to underpin the company's leading
position.

"That said, we believe competition in the Russian and Ukrainian
markets will remain intense. We also factor in increasing
regulatory risk, in particular, related to anti-terrorism laws in
Russia signed in July 2016 that might require significant
investment to implement. These capital outlays are not part of
our base case because we are uncertain about their final scope
and timeline. The rating on MTS also remains constrained by high
country risk in Russia, where the company generates most of its
revenues and EBITDA."

Under S&P's current base case, it assumes:

-- Low-single-digit top-line growth in Russian rubles (RUB) in
    2017-2018, driven by average-revenue-per-user (ARPU) recovery
    in Russia and top-line growth in Ukraine on the back of data
    adoption. Top-line performance may be also supported by
    ongoing mobile retail rationalization in Russia. In the first
    nine months of 2017 MTS reported 0.6% year-over-year (yoy)
    top-line growth, primarily thanks to by 1.9% top-line
    improvement in Russia.

-- An adjusted EBITDA margin of 41.0%-42.0% in 2017-2018,
    compared with 41.3% in 2016 and 42.4% a year before.

-- Capital expenditures (capex) to sales of about 17% in 2017-
    2018, compared to just below 20% in 2016.

-- Shareholder distributions of around RUB52 billion, unchanged
    yoy, and RUB30 billion share buyback in 2017-2018 (out of
    RUB30 billion announced for 2016-2018).

Based on these assumptions, S&P forecasts:

-- S&P Global Ratings-adjusted debt to EBITDA of 1.5x-1.8x in
    2017-2018, unchanged yoy. The company's reported net debt to
    last-12-months-adjusted OIBDA was 1.1x in third-quarter 2017.

-- Funds from operations (FFO) to adjusted debt of 40%-45% in
    2017-2018; and

-- Substantial free operating cash flow to debt of 20.0%-25.0%
    in 2017-2018, against 15.5% in 2016, but neutral to
    moderately positive discretionary cash flow as a result of
    sizable shareholder distributions.

S&P said, "We assess MTS' liquidity as adequate, with a ratio of
liquidity sources to potential uses above 1.2x for the 12 months
started Sept. 30, 2017. We believe the current situation with
Sistema has no impact on MTS' liquidity."

S&P estimates liquidity sources for the 12 months from Sept. 30,
2017, include:

-- Cash and deposits of around RUB60 billion (with short-term
    investments and long-term deposits being mostly U.S. dollar-
    denominated), which we assume as available for the debt
    repayment;

-- Undrawn long-term committed bank lines of around RUB20
    billion;

-- RUB25 billion domestic bond issuances in November 2017; and

-- Annual FFO of about RUB135 billion-RUB140 billion.

For the same period, S&P estimates liquidity uses will include:

-- Short-term debt maturities of around RUB51 billion;
-- Capex of about RUB75 billion; and
-- Dividends of about RUB52 billion and minor share repurchases.

S&P estimates MTS currently has solid leeway under its financial
covenants.

The CreditWatch with developing implications reflects the
possibility that S&P could upgrade or downgrade MTS depending on
the outcome of Sistema's litigation with Rosneft and its indirect
impact on MTS.

S&P said, "We could lower the rating on MTS if we downgrade
Sistema further, which could result from any material strain on
Sistema's liquidity or financial risk profile.

"We could raise the rating on MTS if its SACP remains at least
'bb+', and pressure on Sistema eases--or MTS' links with Sistema
weaken. In the current governance setup, our rating on MTS can be
no more than two notches higher than our rating on Sistema."


VNESHECONOMBANK: Moody's Affirms Ba1 Long-Term Issuer Rating
------------------------------------------------------------
Moody's Investors Service has affirmed Russia-based
Vnesheconombank's (VEB) Ba1 long-term and Not Prime short-term
local- and foreign-currency issuer ratings, and assigned b3
Baseline Credit Assessment (BCA)/Adjusted BCA. The outlook on the
long-term issuer ratings is stable.

RATINGS RATIONALE

The affirmation of VEB's Ba1 long-term issuer ratings and the
assignment of b3 BCA reflect the current balance between the key
credit strengths and weaknesses of VEB. Being 100% owned by the
Government of Russia (Ba1 stable), VEB benefits from government
support considerations that equalize VEB's long-term rating with
ratings of the Russian government. At the same time VEB's BCA
reflects (i) its weak solvency metrics including its large stock
of impaired assets and loss-making performance; (ii) high
reliance on market funding and (iii) modest standalone liquidity
position.

VEB has reported persistently weak solvency metrics which has
been supported by significant capital contribution from the
government. As of December 31, 2016, VEB's problem loans (defined
as all corporate individually impaired loans) amounted to 35.4%
of its gross loan portfolio. Although VEB's balance sheet clean-
up efforts and focus on improvement of its risk management are
expected to be broadly beneficial for its risk profile over the
next 12 to 18 months, Moody's anticipates asset quality to remain
weak owing to large stock of accumulated bad assets. VEB's
intention to dispose its banking subsidiaries has also proved to
be a troublesome task given the current weak demand for financial
assets.

VEB's capital position has been supported by regular capital
contributions from the government in recent years, which helped
to keep its capital from deteriorating even as it posted losses
owing to increased credit costs and weak pre-provision income. In
2016-H12017, capital contribution from the government amounted to
around RUB276 billion, which was equivalent to 57% of the bank's
total shareholders' equity as of year-end 2015 and Moody's
expects that the government will continue to provide capital
support and VEB will receive at least RUB100 billion annually in
2018 and 2019.

For 9M 2017, VEB reported net loss of RUB110.4 billion (up from
the net loss of RUB 86.2 billion reported for 9M 2016 ) and
Moody's expects VEB's profitability metrics to remain pressured
by the elevated loan loss provisions in 2017-2018.

GOVERNMENT SUPPORT

VEB's Ba1 long term issuer rating is in line with the Government
of Russia's sovereign rating, reflecting VEB's very close links
with the sovereign's credit quality. VEB's rating benefits from
five notches of uplift from its BCA and reflects Moody's
"Government-backed" support assumption for VEB, given its 100%
government ownership, strategic importance due to its policy role
as a development bank and financing projects in strategically
important sectors of the economy.

Moody's "Government-backed" support assumption is also
underpinned by a strong track record of government's capital and
funding support to VEB in recent years and Moody's expectation
that the government will continue to provide support to VEB in
order to meet its refinancing requirements over the next two
years. Given that US and EU sanctions hamper VEB's capacity to
refinance its foreign-currency denominated bonds, support from
the government will be particularly important. According to VEB,
its refinancing needs (calculated on an unconsolidated basis,
only for VEB) will amount to $2.9 billion in 2018, around 70% of
which are in Eurobonds and Moody's expects that annual capital
contribution from the government will be sufficient to repay
maturing debt.

RATIONALE FOR OUTLOOKS

The stable outlook on VEB's LT issuer ratings mirrors the stable
outlook on the Russian government's ratings.

WHAT COULD MOVE THE RATINGS UP/DOWN

Long-term ratings could benefit from positive rating action on
the sovereign ratings. Any indication of a weakening of the
Russian government's willingness or ability to support VEB could
negatively affect VEB's issuer rating.

Issuer: Vnesheconombank

Assignments:

-- Adjusted Baseline Credit Assessment, Assigned b3

-- Baseline Credit Assessment, Assigned b3

Affirmations:

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

-- ST Issuer Rating, Affirmed NP

Outlook Actions:

-- Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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


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


BBVA LEASING 1: Fitch Corrects December 7 Rating Release
--------------------------------------------------------
This commentary replaces the version published on Dec. 7, 2017 to
include more information on data adequacy.

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 Increased 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
===========================


FOUR SEASONS: Reaches Last-Minute Rescue Deal with H/2 Capital
--------------------------------------------------------------
Lucy Burton at The Telegraph reports that fears that debt-ridden
care home operator Four Seasons would collapse this week have
been put off following a last-minute deal with its largest
lender.

According to The Telegraph, the group, which looks after more
than 17,000 elderly patients in its 343 care homes across the UK,
was due to make a GBP26 million debt interest payment tomorrow,
raising concerns it could go under.

However, US hedge fund H/2, the dominant owner of Four Seasons's
GBP525 million bonds, said on Dec. 14 the two sides had decided
on a so-called standstill agreement that will give them more time
to flesh out a restructuring plan, The Telegraph relates.

The pair now have until February 7 to come up with a
restructuring proposal, with the group's private equity owner
Terra Firma to pull together an independent restructuring
committee alongside H/2 boss Spencer Haber and Four Seasons'
chair Robbie Barr, The Telegraph discloses.

Terra Firma, run by City veteran Guy Hands, reiterated that it
would transfer the homes to H/2 as long as it promises to protect
the 24 homes that sit outside the group until a court hearing
takes place next year, The Telegraph notes.

The firm has lost around GBP450 million from its investment in
Four Seasons, which it bought in 2012, The Telegraph states.  The
care home operator has been dragged down by a GBP525 million debt
pile, state funding cuts and a 90% drop in the number of EU
nurses coming to Britain since the Brexit vote, forcing the
company to hire expensive temporary staff, The Telegraph
recounts.


FRANKLIN UK: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and a B2-PD probability of default rating (PDR) to
Franklin UK Midco Limited ('Fintrax'), a holding company owner of
Irish-based shopping tax refund company Fintrax.

Concurrently, Moody's has assigned a B2 rating with a loss given
default assessment of LGD4 to all of Fintrax's proposed new debt
instruments, consisting of (i) a Term loan B of EUR258 million
due 2024 to be issued by Franklin UK Bidco Limited; and (ii) an
acquisition facility of EUR97 million due 2024 to be issued by
Fintrax International Holdings Limited. The outlook on the
ratings is stable. This is the first time that Moody's has
assigned ratings to Fintrax.

Proceeds from the transaction will be used to refinance existing
debt at Fintrax and finance the proposed acquisition of Planet
Payment, a listed US company and leading provider of
international and multi-currency processing services.

RATINGS RATIONALE

The assigned B2 Corporate Family Rating primarily reflects
Fintrax's relatively small scale, its highly leveraged capital
structure, and its exposure to the international travel sector,
although Moody's recognises the company's strong growth in recent
years. In addition, the proposed acquisition of Planet Payment
presents some integration risks. However, the planned synergies
are relatively modest and achievable in the rating agency's
opinion.

On a pro forma basis, adjusted for the refinancing transaction
and for the proposed acquisition of Planet Payment, Moody's
estimates that Fintrax's leverage (Moody's-adjusted gross
debt/EBITDA) will be around 6.4x in 2017 (including EUR17 million
of debt draw under the revolving credit facility to finance the
purchase of GB Tax Free), which the rating agency regards as very
high for the rating category. Nevertheless, Moody's estimates
that Fintrax presents good deleveraging prospects and the rating
incorporates the company's strong earnings growth prospects.
Moody's expects deleveraging to around 5.5x in the next 12
months, positioning the company more adequately in its rating
category.

The ratings for Fintrax also reflect its leading global position
in the VAT refund processing for international shoppers ('Tax
Free') segment, where it ranks second globally behind Global Blue
Finance S.Ö r.l. (B1 positive outlook). Fintrax will enjoy a
leading position in the dynamic currency conversion (DCC)
segment, through the proposed acquisition of Planet Payment, a
US-based leading merchant acquirer and international multi-
currency transaction processor. In the DCC segment, the company
enables travellers to make purchases in their domestic currency
while abroad.

Moody's notes Fintrax's diverse client base, with contracts
covering approximately 150,000 merchant locations in the Tax Free
segment. However, Moody's notes that since contracts tend to be
centralised with a retailer's head office, the concentration of
retail chains is higher, with the top 10 international merchants
accounting for around 23% of net commissions in 2016. Moody's
nevertheless notes the company's high retention rate among its
key clients.

While Fintrax derives its revenue from travellers from a fairly
broad range of countries, the company is highly reliant on the
European Union countries as destination markets for its
travelers, such as France and the UK. As such, events in EU
countries, or currency movements that adversely affect travel
destinations, could potentially have a notable impact on the
company's earnings. Nevertheless, revenues for the Tax Free
segment grew by 6.5% and 31% respectively in 2016 and in the
first 9 months of 2017, mostly driven by a recovery in tourist
volumes in Europe and a significant number of new merchant wins.

In addition, in the past five fiscal years, the company reported
very solid earnings growth, with EBITDA at EUR21 million in 2012
and EUR46 million in the 12 months to September 2017. This growth
was on the back of increased numbers of transactions and
travellers from emerging markets, particularly from China and
Russia. These two countries are the largest source of Fintrax's
revenues, and generate the highest number of transactions in a
number of the company's core destination countries. While the
trend in travel demand from these two countries is currently
fairly strong, Moody's believes that any adverse events affecting
the flow of tourism out of Russia and China could lead to a
significant impact on the company's earnings.

On a pro forma basis, adjusted for the refinancing transaction
and for the proposed acquisition of Planet Payment, Moody's
considers that Fintrax's liquidity to be adequate. However
Fintrax's liquidity profile indicates limited room for manoeuvre
initially, reflecting an initial cash balance of only EUR16
million following the transaction. While the company will benefit
from a revolving credit facility (RCF) of EUR65 million, this
facility is expected to be drawn for up to EUR17 million at the
outset, to finance the acquisition of GB Tax Free in the UK for
GBP15 million.

In addition, Moody's cautions that Fintrax's liquidity is subject
to sizeable seasonal swings reflecting holiday patterns. Given
the company's reliance on the travel industry, its working
capital needs can vary significantly during the year. However,
Moody's expects the company to generate positive free cash flows,
reflecting its modest capital spending. The RCF will contain one
financial covenant defined as senior net leverage of maximum
7.0x, corresponding to 30% capacity as of end-December 2017, and
that is only to be tested if the RCF outstanding is equal to or
greater than 35% of the overall commitment, which is tested
quarterly. Moody's expects ample headroom under this financial
covenant.

STRUCTURAL CONSIDERATIONS

The CFR is assigned at Franklin UK Midco Limited, which is a
holding company and top entity of the restricted group. The
capital structure will consist of a senior secured term loan B
maturing in 2024, representing EUR258 million borrowed at the
level of Franklin UK Bidco Limited and a senior secured
acquisition facility maturing in 2024, representing EUR97 million
borrowed at the level of Fintrax International Holdings Limited.
Both loans are rated B2, with a loss given default assessment of
4 (LGD4). The facilities also include an RCF of EUR65 million.
Under the terms of the loan agreement and the intercreditor
agreement, the RCF and term loans rank pari passu. These
facilities benefit from a guarantee from guarantors representing
not less than 80% of group EBITDA. Both instruments are secured,
on a first-priority basis, by certain share pledges, intercompany
receivables and bank accounts.

The PDR of B2-PD reflects the use of a 50% family recovery
assumption, reflecting a capital structure including bank debt
and loose covenants, with RCF lenders relying only on one
maintenance covenant defined as net leverage.

The capital structure will also contain a subordinated, long-
dated shareholder loan of approximately EUR25 million, which
Moody's has deemed to be 100% equity-like in its metrics
calculations.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations of continued
growth in earnings led by growing travel demand and increased
travelers spending in some of Fintrax markets as well as
continued gains of market share in the Tax Free segment. As such,
Moody's anticipates a positive operating performance supporting
deleveraging towards 5.5x in the next 12 months, positioning the
company more adequately in its rating category. This assumes that
the company pursues a prudent strategy of small bolt-on
acquisitions and positive free cash flow generation. The outlook
also anticipates a smooth integration of Planet Payment and that
the planned synergies will materalise over time as expected.

WHAT COULD CHANGE THE RATING UP/DOWN

Over time, positive rating pressure could develop if the company
delivers on its business plan such that (i) its adjusted
debt/EBITDA ratio (as adjusted by Moody's) trends below 5.0x on a
sustained basis, (ii) it continues to grow and to exhibit solid
operating performance, with operating margin improvement, and
(iii) it achieves a positive free cash flow generation while
keeping an adequate liquidity profile.

Conversely, negative pressure could be exerted on the rating if
(i) Fintrax's operating performance weakens or (ii) if the
company increases its debt as a result of acquisitions or
shareholder distributions, such that its debt/EBITDA (as adjusted
by Moody's) is sustainably above 6.0x. A weakening in the
company's liquidity profile or major acquisition or shareholder
distribution could also exert downward pressure on the rating.

PRINCIPAL METHODOLOGY

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

Domiciled in the UK with headquarters in Galway, Ireland, Fintrax
is a leading provider of Value Added Tax refunds to travelers, as
well as currency conversion services. In 2016 the company
reported revenue and EBITDA (as adjusted by the company) of
approximately EUR216 million and EUR42 million, respectively.


SEADRILL LTD: Confirms Receiving Two Rival Debt Plan Proposals
--------------------------------------------------------------
Nerijus Adomaitis at Reuters reports that drilling rig firm
Seadrill confirmed on Dec. 13 it had received two rival bids for
its debt restructuring from unsecured bondholders.

The company, which filed for Chapter 11 restructuring in a U.S.
court on Sept. 12, has sought alternative proposals for the plan
put forward by its main owner, Norwegian-born billionaire
John Fredriksen and a group of hedge funds, Reuters relates.

"We have received two alternative bids from unsecured bondholders
. . . We are evaluating these bids and are in active dialogue
with the bidders," Reuters quotes the company as saying in an
emailed statement.

"Generally, the bids seek to replace some or all of the existing
Restructuring Support Agreement (RSA) new money providers, while
replicating the broad construct of the existing Plan."

Mr. Fredriksen and a group of hedge funds have proposed to invest
$1.06 billion via new equity and secured debt to restructure
indebted Seadrill, once the largest drilling rig operator by
market value, Reuters discloses.

According to Reuters, Seadrill declined to provide more details
on the bids or the bidders, but said its evaluation was pending
"the receipt of a satisfactory deposit from bidders".

Seadrill, as cited by Reuters, said it expected the court to hold
a hearing on the official restructuring plan on Jan. 10.

Reuters reported on Dec. 12 that Seadrill received one binding
proposal from a group of bondholders, including about 40
investors from the United States, Europe and Asia.

                     About Seadrill Limited

Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of
the world fleet.

As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate
functions.

As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of
total operating revenues for the year ended in 2015.

After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 17-60079) on Sept. 12, 2017.

Together with the chapter 11 proceedings, Seadrill, North
Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited
("Sevan") commence liquidation proceedings in Bermuda to appoint
joint provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.

In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, HoulihanLokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Willkie Farr &
Gallagher LLP, serves as special counsel to the Debtors.
Slaughter and May has been engaged as corporate counsel, and
Morgan Stanley serves as co-financial advisor during the
negotiation of the restructuring agreement.  Advokatfirmaet
Thommessen AS serves as Norwegian counsel.  Conyers Dill &
Pearman serves as Bermuda counsel.  PricewaterhouseCoopers LLP
UK, serves as the Debtors' independent auditor; and Prime Clerk
is their claims and noticing agent.

On September 22, 2017, the Office of the U.S. Trustee appointed
an official committee of unsecured creditors.  The committee
hired Kramer Levin Naftalis& Frankel LLP, as counsel; Cole Schotz
P.C. as local and conflict counsel; Zuill& Co. as Bermuda
counsel; Quinn Emanuel Urquhart & Sullivan, UK LLP as English
counsel; Advokatfirmaet Selmer DA as Norwegian counsel; and
Perella Weinberg Partners LP as investment banker.


TALKTALK TELECOM: Fitch Affirms BB- IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed TalkTalk Telecom Group Plc's
(TalkTalk) Long-Term Issuer Default Rating (IDR) at 'BB-'. The
Outlook is Stable.

The rating reflects TalkTalk's sizeable position in the UK
broadband market, focus on a niche value-for money segment and a
business model that currently generates below-sector average free
cashflow (FCF) margins. The company's funds from operations
(FFO)-adjusted net leverage for FY18 (financial year ending
March) is expected to be 3.8x, higher than Fitch original
forecast. This removes any headroom the company had within its
rating at 'BB-'. TalkTalk's strategy to drive subscriber growth
at a time of ongoing network upgrades and slowing market growth
is likely to weigh on EBITDA over the next two to three years.

The Stable Outlook reflects that underlying key performance
indicators (KPIs) are trending in a positive direction and that
potential improvements in regulated wholesale prices may be
supportive. However, a lack of improvement in organic
deleveraging capacity could become a risk if operational
performance weakens or flexibility for investments is reduced.

KEY RATING DRIVERS

Sizeable Position, Low Margins: TalkTalk focuses on the value-
for-money segment of the UK telecoms market and operates a
national telecoms infrastructure with local access achieved
through the purchase of regulated wholesale products from
incumbent BT Group Plc. TalkTalk has around 4 million broadband
subscribers with a market share of about 16%. The company's
current scale drives a business model with fairly low operating
and pre-dividend FCF margins (8% and 2.5% respectively in FY17).
This leaves little room for manoeuvre and makes continued strong
operational delivery essential.

Slowing Growth, Increasing Competition: Growth in total UK
broadband market lines has slowed to 2% in 2016 from an average
of 4% over the preceding three years. Fitch expect growth in 2017
to be 1.5% as household penetration reaches around 92% (Fitch
estimates). The slowdown makes growing TalkTalk's subscriber base
harder as it increasingly depends on the churn of other operators
many of whom operate sizeable convergent telecoms platforms with
stronger operating margins. Within this context, Vodafone UK has
rapidly grown its broadband subscriber base to 278,000 with
highly price-competitive offerings.

New Strategy, Cost to Grow: TalkTalk's new management team has,
in Fitch opinion, rightly refocussed the company's strategy to
grow the core fixed broadband subscriber base, improve the
company's network and take a lighter approach to investments in
mobile. The growth, however, is likely to weigh on EBITDA due to
higher subscriber acquisition costs and potentially lower average
revenue per user (ARPU). The company in parallel will manage an
ongoing upgrade to its core network, the full benefits of which
may take around two to three years to feed into cost savings.

Positive KPIs, Sustainability Key: TalkTalk's 1H FY18 results
indicate that a variety of the company's key performance
indicators (KPI) are showing signs of operational improvement.
During the period, the company's on-net subscriber base grew
46,000, churn was reduced to 1.3% 1H FY18 from 1.5% in FY17 and
subscriber acquisition cost per gross addition also improved.
These improvements are supportive of the company's operating
position; however, sustaining them at an affordable cost level
will be vital for the economics of the company's medium- to
longer-term business model.

No Headroom in Rating: Reduced EBITDA expectations have removed
any leverage headroom TalkTalk had in its rating. TalkTalk's
EBITDA guidance at the lower end of GBP270 million-GBP300 million
for FY18 implies a FFO adjusted net leverage of 3.8x. Fitch's
base case now forecasts that leverage at this level will remain
broadly stable over the next two to three years, holding just
within the downgrade sensitivities for a 'BB-' rating. This
reflects a FCF margin of 0%-1%, which incorporates a dividend of
GBP75 million a year and does not include any retained benefits
from regulatory price decreases that may occur in 2018.

Long-Term Business Model Unknowns: The continued growth of fibre-
based broadband lines creates some uncertainties on TalkTalk's
future product mix and cost structure. Fibre-based local access
lines while benefiting from higher ARPU also have higher
regulated wholesale costs. The growth of fibre could imply
TalkTalk's business model may change to incorporate a greater mix
of variable costs with lower operating margins. The company
should be able to offset lower margins through reduced network
capex at the FCF level. Visibility of the eventual outcome for
TalkTalk is currently low and dependent on regulated prices and
commercial trade-offs between wholesale-based products and own
local access network build.

DERIVATION SUMMARY

TalkTalk's rating reflects a sizeable broadband customer base and
the company's positioning in a large but niche, value-for-money
segment. The company's operating margins are below the average of
the telecoms sector. This largely reflects an unbundled local
exchange network architecture and dependence on regulated
wholesale products for 'last-mile' connectivity. The company is
less exposed to trends in cord 'cutting' or 'shaving' but has
some uncertainties in its long-term cost structure as a result of
increasing fibre-based products and evolving regulation.

Higher-rated peers such as BT Group Plc (BBB+/Stable), Sky Plc
(BBB-/RWP) and Virgin Media Inc. (BB/Stable) benefit from varying
combinations of full local loop network access ownership, and
greater revenue diversification as a result of scaled positions
in multiple products segments such as mobile and Pay-TV and
higher operating margins.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer

- Revenue to decline 2% in FY18 before gradually increasing to
   around 1% per year by FY20.
- EBITDA margin of 15.4% in FY18 and gradually increasing to
   16.4% by FY20.
- Capex-to-sales ratio of 7% to 8%.
- Dividends of GBP75 million per year.
- A blended operating lease multiple of 5.3x.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- Strong operational performance, accompanied by a financial
   policy track record in managing Fibre to the Premise (FTTP)
   investments and dividend distributions, leading to high-single
   digit pre-dividend FCF margin.
- Comfortable liquidity headroom and FFO fixed charge cover
   above 3.0x;
- FFO adjusted net leverage sustainably below 3.3x.

Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- A material deterioration in KPIs or an increase in competitive
   intensity in the UK broadband market;
- A contraction in pre-dividend FCF margin to low single digits;
- Shrinking liquidity headroom or FFO fixed charge cover
   sustained below 2.5x;
- FFO adjusted net leverage sustained above 3.8x.

LIQUIDITY

Improved liquidity: TalkTalk issued GBP400 million of bonds in
2017 and refinanced its bank debt in May 2017. Following the
refinancing , TalkTalk has access to total committed revolving
credit facilities of GBP640 million (undrawn GBP220 million) and
debtor securitisation of GBP75 million (undrawn GBP2 million).
Despite Fitch forecast of minimal FCF over the next two to three
years, Fitch view TalkTalk's liquidity as satisfactory.

FULL LIST OF RATING ACTIONS

TalkTalk Telecom Group Plc
- Long-Term IDR affirmed at 'BB-'; Outlook Stable
- Senior unsecured notes due 2022 affirmed at 'BB-'/
   Recovery Rating 'RR4'.


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


* BOOK REVIEW: Competitive Strategy for Healthcare Organizations
----------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price: $34.95
Review by Francoise C. Arsenault
Order your personal copy today at http://bit.ly/1nqvQ7V

Competitive Strategy for Health Care Organizations: Techniques
for Strategic Action is an informative book that provides
practical guidance for senior health care managers and other
health care professionals on the organizational and competitive
strategic action needed to survive and to be successful in
today's increasingly competitive health care marketplace. An
important premise of the book is that the development and
implementation of good competitive strategy involves a profound
understanding of change. As the authors state at the outset:
"What may need to be done in today's environment may involve
great departure from the past, including major changes in the
skills and attitudes of staff, and great tact and patience in
bringing about the necessary strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must
be taken into account for successful strategic decision-making.
These factors include the analysis of the environmental trends
and competitive forces affecting the health care field, past,
current, and future; the analysis of the competitive position of
the organization; the setting of goals, objectives, and a
strategy; the analysis of competitive performance; and the
readaptation of the business, if necessary, through positioning
activities, redirection of strategy, and organizational change.
Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of
physicianowned ospitals and physician-backed joint ventures, it
is difficult to envision the physician in the passive role of
"being managed." However, even the changing role of physicians
since the book's first publication correlates with the authors'
premise that their model for competitive strategic planning is
based exactly on understanding and anticipating change, which is
no better illustrated than in health care where change is
measured not in years but in months. These middle chapters and
the other chapters use a mixture of didactic presentation, graphs
and charts, quotations from famous individuals, and anecdotes to
render what can frequently be dry information in an entertaining
and readable format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final
chapter also discusses the competitive issues specific to various
types of health care delivery organizations, including teaching
hospitals, community hospitals, group practices, independent
practice associations, hospital groups, super groups and
alliances, nursing homes, home health agencies, and for-profits.
An interesting quote on for-profits indicates how time and change
are indeed important factors in strategic planning in the health
care field: "Behind many of the competitive concerns.lies the
specter of the profits. Their competitive edge has lain until now
in the excellence of their management. But developments in the
past halfdecade have shown that the voluntary sector can match
the profits in management excellence. Despite reservations that
may not always be untrue, the for-profit sector has demonstrated
that good management can pay off in health care. But will the
voluntary institutions end up making the same mistakes and having
the same accusations leveled at them as the for-profits have? It
is disturbing to talk to the head of a voluntary hospital group
and hear him describe physicians as his potential competitors."



                            *********

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.


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