/raid1/www/Hosts/bankrupt/TCREUR_Public/171219.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Tuesday, December 19, 2017, Vol. 18, No. 251


                            Headlines


F R A N C E

OBERTHUR TECH: Moody's Revises Outlook to Neg., Affirms B2 CFR


G E R M A N Y

DEA GROUP: S&P Puts BB- Rating on Watch Pos. on Wintershall Deal
NIKI LUFTFAHRT: Zeitfracht Mulls Asset Acquisition
NIKI LUFTFAHRT: Ryanair in Asset Talks with Administrators
NIKI LUFTFAHRT: Receiver Optimistic on Sales Process


I R E L A N D

OAK HILL IV: Moody's Assigns (P)B2(sf) Rating to Class F-R Notes
OAK HILL IV: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes
OCP EURO CLO 2017-2: Moody's Assigns B2 Rating to Class F Notes
OCP EURO CLO 2017-2: S&P Assigns B- (sf) Rating to Class F Notes


I T A L Y

BANCA CARIGE: Moody's Hikes Mortgage Bonds Rating from Ba1


L U X E M B O U R G

CABOT FINANCIAL: Moody's Confirms B2 LT CFR, Outlook Positive
INDIVIOR FINANCE: Moody's Assigns B3 Sr. Credit Facility Rating


N E T H E R L A N D S

JUBILEE CLO 2017-XIX: Moody's Assigns B2 Rating to Class F Notes


P O L A N D

GETIN NOBLE: Moody's Cuts LT Local Currency Deposit Rating to Ba3


P O R T U G A L

ENERGIAS DE PORTUGAL: Fitch Affirms BB Hybrid Securities Rating


R U S S I A

INTERNATIONAL BANK OF ST PETERSBURG: S&P Affirms 'B-/B' ICRs
URALSIB BANK: Fitch Raises Long-Term IDR to B+, Outlook Stable


S P A I N

CAIXABANK RMBS 3: Moody's Assigns Caa3 Rating to Class B Notes


U N I T E D   K I N G D O M

BRIGHTHOUSE GROUP: S&P Cuts ICR to 'CC', Put on Watch Negative
CPUK FINANCE: S&P Affirms B (sf) Ratings on Two Note Classes
POUNDLAND: Parent to Meet with Creditors to Discuss Future Ops
SEADRILL LTD: Unsecured Creditors to Examine John Fredriksen


                            *********



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F R A N C E
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OBERTHUR TECH: Moody's Revises Outlook to Neg., Affirms B2 CFR
--------------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on the ratings of Oberthur Technologies Group S.A.S..
Concurrently, Moody's has affirmed IDEMIA's B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR). In
addition, Moody's has affirmed the B2 rating of the EUR2,100
million senior secured term loan B due 2024 and B2 rating of the
EUR300 million senior secured revolving credit facility due 2023
borrowed by Oberthur Technologies Group S.A.S., Oberthur
Technologies of America Corp. and Oberthur Technologies S.A.

"The decision to change the outlook on IDEMIA's ratings reflects
the company's weaker than expected operating performance in 2017,
leading to a sustained high leverage of 7.0x," says Colin
Vittery, a Moody's Vice President -- Senior Credit Officer -- and
lead analyst for IDEMIA. "The poor revenue outlook for 2018 as US
adoption of EMV (chip and pin) bank cards remains subdued and
mobile telecom SIM prices are impacted by an industry price war
means that the expected improvement in profitability is highly
dependent on cost synergy delivery from the Morpho acquisition,"
Adds Mr Vittery.

RATINGS RATIONALE

In 2017, Oberthur Technologies completed the acquisition of
Morpho. The merged company has been adversely impacted by subdued
demand for US bank cards as the slow rate of adoption of EMV
(chip and pin) technology by US merchants disincentivizes new
card roll-out by smaller banks. In addition, the company suffered
from a deteriorating price environment in the telecom SIM market
which saw pro forma revenues decline 5.1% year-on-year in H1
2017. Combined with a slowdown in North American TSA PreCheck
travel enrolments and one-off items, EBITDA will be approximately
25% lower than Moody's original expectation for FY17. The company
has increased its estimates of Morpho acquisition cost synergies
from EUR85 million to EUR110 million with an acceleration in the
delivery timetable by over one year. With limited revenue growth
from US bank cards and a revenue decline in the global telecom
SIM businesses forecast in 2018, synergy delivery is critical to
reduce the current high leverage of around 7.0x.

The acquisition of Morpho is considered to be complementary and a
credit positive for IDEMIA's business profile. The acquisition
has diversified earnings by introducing a new business vertical,
Security, which has an international market leading position. The
relatively small banking and telecom card business of Morpho has
added to Oberthur Technologies' existing offer, whilst the
combination of Oberthur Technologies' existing Civil Identity
business with Morpho's Identity business has created a strong
offer from one that was previously considered to be sub-scale.
IDEMIA's revenues have increased from EUR1.2 billion to EUR2.5
billion pro-forma for the acquisition which has brought it closer
to its principal market leading competitor, Gemalto (unrated) and
distanced it significantly from the market number 3 Giesecke &
Devrient.

IDEMIA's B2 CFR reflects (1) the company's strong market
positions enhanced by a complementary acquisition that
significantly increases scale; (2) the high barriers to entry in
its businesses; (3) the high customer and geographical
diversification; (4) the increasing exposure to growth markets,
particularly Identity and Security; (5) improving revenue
visibility given the balance of 50% Government and 50% Private
revenue sourcing; and (6) good liquidity and long-dated debt
maturity profile.

The rating remains constrained by (1) the company's weak free
cash flow (FCF)-to-Debt generation forecast at well below 5% for
the next 18 months; (2) the high forecast Moody's adjusted
leverage of 7.0x at December 31, 2017, expected to trend down to
5.8x in 12 months; (3) the integration risk associated with the
Morpho acquisition and the need to deliver acquisition synergies
to reduce leverage; (4) the relatively higher level of earnings
volatility from the Mobile Operators (MO) segment subject to
continuing pricing pressure and the Connected Devices business,
which includes large one-off projects; and (5) the continuing
risk of technological development.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the lower demand environment for US
bank cards and the adverse price competition in the telecom SIM
vertical. Moody's considers that these core businesses have
stabilized at current levels. However, the associated rebased
EBITDA has delayed the expected deleveraging profile by one year.
The delivery of the increased EUR110 million Morpho cost synergy
target is now critical to reduce leverage from present elevated
levels and the group has little flexibility for delays in this
delivery.

WHAT COULD CHANGE THE RATING UP / DOWN

Given the weak rating position at present, positive pressure is
not expected in the next 18 months but could develop if IDEMIA
(1) reduces adjusted leverage sustainably below 5.0x, and (2)
generates adjusted FCF-to-Debt above 5% on a sustained basis.

Negative pressure could arise if (1) adjusted leverage is
sustained above 6.0x due to operational weakness or failure to
deliver expected cost synergies; (2) there is sustained negative
FCF, impairing the liquidity position; or (3) a dividend
recapitalization reduces liquidity.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Oberthur Technologies Group S.A.S.

-- LT Corporate Family Rating, Affirmed B2

-- Probability of Default Rating, Affirmed B2-PD

-- Backed Senior Secured Bank Credit Facility, Affirmed B2

Outlook Actions:

Issuer: Oberthur Technologies Group S.A.S.

-- Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

Incorporated in France, IDEMIA is a leading player in augmented
identity markets operating in 5 verticals: Payment cards, Telecom
SIMs, Civil Identity, Public Security and Connected Devices.

On May 31, 2017, IDEMIA closed the acquisition of Morpho from
Safran at a price of EUR2,422 million. Pro forma revenues at
December 31, 2016 were EUR2.5 billion.



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


DEA GROUP: S&P Puts BB- Rating on Watch Pos. on Wintershall Deal
----------------------------------------------------------------
S&P Global Ratings placed on CreditWatch with positive
implications its 'BB-' ratings on Germany-based oil and gas
company DEA Group (L1E Finance GmbH & Co. KG) and on the group's
wholly owned subsidiary Deutsche Erdoel AG (DEA). S&P also puts
on CreditWatch positive its 'BB-' issue rating on the EUR400
million senior unsecured notes due in 2022, issued by DEA Finance
SA and guaranteed by DEA Group.

S&P said, "The positive CreditWatch indicates our opinion that,
if the transaction takes place, the new company formed by DEA
Group and German-based chemical company BASF's oil and gas unit
Wintershall would have a stronger business risk profile than DEA
Group's currently. Considering the currently available
information, we may upgrade DEA Group by one or more notches,
depending on the agreed capital structure and the newly adopted
financial policy."

LetterOne, DEA Group's shareholder, announced in early December
that it had signed a letter of intent with BASF to combine the
parties' oil and gas businesses. S&P said, "We understand that
the transition from signing a letter of intent to closing may
take several months, with closing expected only in the second
half of 2018. Furthermore, the process could include some
material hurdles. That said, we believe that the closing is more
likely than not to occur."

The new entity, to be named Wintershall DEA, would be controlled
by BASF (67% stake), with LetterOne holding a 33% stake.
Moreover, we understand that the new company's shareholders
intend to list Wintershall DEA in the medium term.

S&P currently assess DEA Group's business risk profile as fair,
with a clear upside following the closing of the transaction.
Based on pro-forma figures, Wintershall DEA would boast a total
production of 590,000 barrels of oil equivalent per day (boed)
and proven reserves (1P) of 2.1 billion barrels of oil (boe).
This compares with DEA Group's 2016 average daily production of
138,000 boed and 1P reserves of 438 million boe. Wintershall
DEA's main production hubs would include Germany, Norway, the
North Sea, and Russia. Given the overlaps in several regions, we
expect potential synergies.

At this stage, however, Wintershall DEA's capital structure has
yet to be defined. S&P assumes that more details will become
available as the groups progress with the joint venture.

The CreditWatch reflects a potential upgrade of DEA Group by one
or more notches following the closing of the transaction, which
could happen in the second half of 2018. S&P aims to resolve the
CreditWatch over the coming months as the groups work out the
merger's details, and as we obtain better visibility on
Wintershall DEA's future capital structure and financial policy.


NIKI LUFTFAHRT: Zeitfracht Mulls Asset Acquisition
--------------------------------------------------
Kerstin Doerr at Reuters reports that family-owned German
logistics firm Zeitfracht is studying the books of Austrian
airline Niki, which filed for insolvency on Dec. 13, with view to
buying some of its assets.

According to Reuters, a spokesman for Zeitfracht said on Dec. 16
Zeitfracht and maintenance group Nayak are jointly interested in
some assets, including Niki crews, in order to expand
Zeitfracht's newly-bought subsidiary WDL Aviation.

He said they were also interested in Niki Technik, Reuters
relates.

Niki's insolvency came after Germany's Lufthansa scrapped plans
to buy Niki, grounding the airline's fleet and stranding
thousands of passengers, Reuters discloses.

Administrators for parent company Air Berlin have since been
working to find a new buyer for Niki's assets, which include
valuable take off and landing slots in airports such as
Duesseldorf, Munich and Vienna, Reuters relays.

They are under pressure to clinch a deal before Niki loses its
airport slots, which could be in a matter of days, depending on
the outcome of talks between the Austrian transport ministry and
the airport coordinator, Reuters states.

Lufthansa abandoned plans to buy Niki due to the European
Commission's competition concerns, Reuters notes.

As reported by the Troubled Company Reporter-Europe on Dec. 15,
2017, 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.

NIKI 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: Ryanair in Asset Talks with Administrators
----------------------------------------------------------
Kirsti Knolle and Victoria Bryan at Reuters report that Ryanair
may bid for assets of Niki, Europe's biggest budget carrier said
on Dec. 15, as administrators scramble to find a buyer for the
insolvent Austrian airline before it loses its valuable runway
slots.

"Ryanair confirmed [Fri]day . . . that it had contacted the
administrators of Niki Luftfahrt GmbH in respect of the
insolvency process and the potential purchase of remaining Niki
assets," Reuters quotes the carrier as saying in an emailed
statement.

Austria's Transport Ministry is in talks with the coordinating
authority Slots Austria on whether Niki's slot certificates can
be extended, but no decision has been made yet, Reuters
discloses.

As reported by the Troubled Company Reporter-Europe on Dec. 15,
2017, 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.

NIKI 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: Receiver Optimistic on Sales Process
----------------------------------------------------
Vera Ecker at Reuters reports that a receiver of insolvent German
airline Air Berlin told a newspaper he is optimistic about the
sales process of the airline's subsidiary Niki after a number of
would-be investors stepped forward under a fast-approaching
deadline.

According to Reuters, Lucas Floether was quoted as saying in the
Dec. 18 edition of German daily Sueddeutsche Zeitung "I conclude
from the great demand in the investors' process that there is a
good chance of a last-minute rescue for Niki, despite the heavy
time pressure."

Mr. Floether said Niki's insolvency had created a new situation,
Reuters notes.

"The airline is becoming more interesting because disadvantages
such as existing contracts can now be terminated," Reuters quotes
Mr. Floether as saying.  "Also, the double-digit million euros
sum, which Lufthansa invested in Niki, does not have to be repaid
because it has become an insolvency claim."

The parties are under pressure to agree a deal before Niki loses
its take-off and landing rights, its most attractive assets,
which is believed to be at risk of happening within days, Reuters
discloses.

Mr. Floether, as cited by Reuters, said while deadlines were
ambitious, Austria's air navigation supervisor, the Austro
Control authority, was at liberty to lengthen a seven-day
deadline for the operating license to be withdrawn until after
the upcoming holidays.

Motor racing driver Niki Lauda, who founded Niki in 2003, joined
the group of interested parties by telling German business daily
Handelsblatt in its Dec. 18 edition that he aims to bid for the
airline on next Wednesday, Dec. 27, Reuters discloses.

He said he had talked to another Air Berlin administrator,
Frank Kebekus, on Dec. 15, telling him he was ready to act
quickly, Reuters relays.

As reported by the Troubled Company Reporter-Europe on Dec. 15,
2017, 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.

NIKI 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.


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


OAK HILL IV: Moody's Assigns (P)B2(sf) Rating to Class F-R Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Oak Hill
European Credit Partners IV Designated Activity Company:

-- EUR2,000,000 Class X Senior Secured Floating Rate Notes due
    2032, Assigned (P)Aaa (sf)

-- EUR222,000,000 Class A-1-R Senior Secured Floating Rate Notes
    due 2032, Assigned (P)Aaa (sf)

-- EUR25,000,000 Class A-2-R Senior Secured Fixed Rate Notes due
    2032, Assigned (P)Aaa (sf)

-- EUR30,550,000 Class B-1-R Senior Secured Floating Rate Notes
    due 2032, Assigned (P)Aa2 (sf)

-- EUR11,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
    2032, Assigned (P)Aa2 (sf)

-- EUR24,000,000 Class C-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned (P)A2 (sf)

-- EUR22,000,000 Class D-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned (P)Baa2 (sf)

-- EUR25,800,000 Class E-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned (P)Ba2 (sf)

-- EUR12,000,000 Class F-R Senior Secured Deferrable Floating
    Rate Notes due 2032, 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 notes address the expected
loss posed to noteholders. The provisional ratings reflect the
risks due to defaults on the underlying portfolio of assets, the
transaction's legal structure, and the characteristics of the
underlying assets.

The Issuer will issue the Refinancing Notes in connection with
the refinancing of the following classes of notes: Class A1-A
Notes, Class A1-1B Notes, Class A-2 Notes, Class B-1 Notes, Class
B-2 Notes, Class C Notes, Class D Notes, Class E Notes and Class
F Notes due 2030 (the "Original Notes"), previously issued on
December 10, 2015 (the "Original Closing Date"). On the
Refinancing Date, the Issuer will use the proceeds from the
issuance of the Refinancing Notes to redeem in full its
respective Original Notes. On the Original Closing Date, the
Issuer also issued EUR47.0M of Subordinated Notes, which will
remain outstanding.

Oak Hill IV is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is 100% ramped as of the second
refinancing closing date.

Oak Hill Advisors (Europe), LLP ("Oak Hill") 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.

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. Oak Hill's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modelled 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: EUR400,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2790

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 42%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

Together with the set of modelling assumptions above, Moody's
conducted an 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 3209 from 2790)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

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

Class A-2-R Senior Secured Fixed Rate Notes: -1

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

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

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

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

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

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

Percentage Change in WARF: WARF +30% (to 3627 from 2790)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

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

Class A-2-R Senior Secured Fixed Rate Notes: -1

Class B-1-R Senior Secured Floating Rate Notes: -4

Class B-2-R Senior Secured Fixed Rate Notes: -4

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

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

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

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

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.


OAK HILL IV: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned Oak Hill European Credit Partners IV
DAC refinancing notes expected ratings:

Class X: 'AAA(EXP)sf'; Outlook Stable
Class A-1-R: 'AAA(EXP)sf'; Outlook Stable
Class A-2-R: 'AAA(EXP)sf'; Outlook Stable
Class B-1-R: 'AA(EXP)sf'; Outlook Stable
Class B-2-R: 'AA(EXP)sf'; Outlook Stable
Class C-R: 'A(EXP)sf'; Outlook Stable
Class D-R: 'BBB(EXP)sf'; Outlook Stable
Class E-R: 'BB(EXP)sf'; Outlook Stable
Class F-R: 'B-(EXP)sf'; Outlook Stable

The assignment of the final ratings is contingent on the receipt
of final documents conforming to information already reviewed.

Oak Hill European Credit Partners IV DAC is a cash flow
collateralised loan obligation (CLO). The proceeds of this
issuance will be used to redeem the old notes, with a new
identified portfolio comprising the existing portfolio, as
modified by sales and purchases conducted by the manager. The
portfolio is managed by Oak Hill Advisors (Europe), LLP. The
refinanced CLO envisages a further four-year reinvestment period
and an 8.5-year weighted average life.

KEY RATING DRIVERS
'B' Portfolio Credit Quality
Fitch places the average credit quality of obligors in the 'B'
range. The Fitch weighted average rating factor (WARF) of the
current portfolio is 33.5, below the covenanted maximum for
assigning the expected ratings of 34.5.

High Recovery Expectations
The portfolio will comprise a minimum of 90% senior secured
obligations. The weighted average recovery rate of the current
portfolio is 68.5%, above the covenanted minimum for assigning
expected ratings of 63.75%, corresponding to the matrix WARF of
34.5 and weighted average spread of 3.5%.

Limited Interest Rate Risk
Fixed-rate liabilities represent 9% of the target par amount,
while unhedged fixed-rate assets cannot exceed 12.5% of the
portfolio. The transaction is therefore partially hedged against
rising interest rates.

Unhedged Non-Euro Asset Exposure
The transaction is allowed to invest in non-euro-denominated
assets. Unhedged non-euro assets are limited to a maximum 2.5% of
the portfolio subject to principal haircuts and may remain
unhedged for up to 180 days after settlement. The manager can
only invest in unhedged assets if, after the applicable haircuts,
the aggregate balance of the assets is above the reinvestment
target par balance.

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

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

RATING SENSITIVITIES
A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a
downgrade of up to four notches for the rated notes.


OCP EURO CLO 2017-2: Moody's Assigns B2 Rating to Class F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by OCP EURO CLO
2017-2 Designated Activity Company (the "Issuer"):

-- EUR245,400,000 Class A Senior Secured Floating Rate Notes due
    2032, Definitive Rating Assigned Aaa (sf)

-- EUR59,200,000 Class B Senior Secured Floating Rate Notes due
    2032, Definitive Rating Assigned Aa2 (sf)

-- EUR26,200,000 Class C Senior Secured Deferrable Floating Rate
    Notes due 2032, Definitive Rating Assigned A2 (sf)

-- EUR22,300,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2032, Definitive Rating Assigned Baa2 (sf)

-- EUR24,100,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2032, Definitive Rating Assigned Ba2 (sf)

-- EUR13,200,000 Class F Senior Secured Deferrable Floating Rate
    Notes due 2032, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in 2032. The definitive 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, Onex Credit
Partners, LLC acting through the collateral sub manager Onex
Credit Partners Europe LLP (together "Onex Credit Partners"), has
sufficient experience and operational capacity and is capable of
managing this CLO.

OCP EURO CLO 2017-2 Designated Activity Company is a managed cash
flow CLO. At least 90.0% of the portfolio must consist of senior
secured loans and senior secured bonds and up to 10.0% of the
portfolio may consist of unsecured obligations, second-lien
loans, mezzanine loans and high yield bonds. The bond bucket
gives the flexibility to OCP EURO CLO 2017-2 Designated Activity
Company to hold bonds if Volcker Rule is changed. The portfolio
is expected to be approximately 66% ramped up as of the closing
date and to be comprised predominantly of corporate loans to
obligors domiciled in Western Europe.

Onex Credit Partners 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 six classes of notes rated by Moody's, the
Issuer issued EUR46.8M of subordinated notes, which are 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. Onex Credit Partners'
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: EUR425,000,000

Diversity Score: 36

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.40%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.0 years

As part of the base case, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
country risk ceiling (LCC) of A1 or below. Given the portfolio
constraints and the current sovereign ratings in Europe, such
exposure may not exceed 10% of the total portfolio with exposures
to countries with local currency country risk ceiling of Baa1 to
Baa3 further limited to 5%. As a worst case scenario, a maximum
5% of the pool would be domiciled in countries with A3 and a
maximum of 5% of the pool would be domiciled in countries with
Baa3 local currency country ceiling each. The remainder of the
pool will be domiciled in countries which currently have a local
currency country ceiling of Aaa or Aa1 to Aa3. Given this
portfolio composition, the model was run with different target
par amounts depending on the target rating of each class as
further described in the methodology. The portfolio haircuts are
a function of the exposure size to peripheral countries and the
target ratings of the rated notes and amount to 0.75% for the
Class A Notes, 0.50% for the Class B Notes, 0.38% for the Class C
Notes and 0% for classes D, E and F.

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the definitive ratings assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on 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.

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

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: 0

Class B Senior Secured Floating Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: 0

Class F Senior Secured Deferrable Floating Rate Notes: 0

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

Ratings Impact in Rating Notches:

Class A Senior Secured Floating Rate Notes: -1

Class B Senior Secured Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -3

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -2

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.


OCP EURO CLO 2017-2: S&P Assigns B- (sf) Rating to Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to OCP Euro CLO
2017-2 DAC's class A, B, C, D, E, and F notes.

The ratings assigned to OCP Euro CLO 2017-2's notes reflect our
assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy
    remote.

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

"The issuer is bankruptcy remote according to our legal criteria.

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

OCP Euro CLO 2017-2 is a European cash flow collateralized loan
obligation securitization of a portfolio primarily comprising
senior secured euro-denominated leveraged loans and bonds issued
by European borrowers. Onex Credit Partners LLC is the collateral
manager.

RATINGS LIST

  OCP Euro CLO 2017-2 DAC
  EUR437.2 mil secured floating-rate notes

                                            Amount
  Class                    Rating          (mil, EUR)
  A                        AAA (sf)          245.4
  B                        AA (sf)            59.2
  C                        A (sf)             26.2
  D                        BBB (sf)           22.3
  E                        BB (sf)            24.1
  F                        B- (sf)            13.2
  Sub                      NR                 46.8

  NR--Not rated


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


BANCA CARIGE: Moody's Hikes Mortgage Bonds Rating from Ba1
----------------------------------------------------------
Moody's Investors Service has taken the following rating actions:

- Banca Carige S.p.A. - Mortgage Covered Bonds (residential)
   issued by Banca Carige S.p.A. upgraded to Baa1 from Ba1

- Banca Carige S.p.A. - Mortgage Covered Bonds (commercial)
   issued by Banca Carige S.p.A. upgraded to A3 from Baa2

- Banca Carige S.p.A. Mortgage Covered Bond Programme 3 (CPT)
   issued by Banca Carige S.p.A. upgraded to A1 from A3

RATINGS RATIONALE

The rating action is prompted by Moody's upgrade on December 13,
2017 of Banca Carige S.p.A.'s Counterparty Risk Assessment to
B1(cr) from B3(cr). For additional details:

- Probable for Banca Carige S.p.A. - Mortgage Covered Bonds
   (residential);

- Probable High for Banca Carige S.p.A. - Mortgage Covered Bonds
   (commercial); and

- Very High for Banca Carige S.p.A. Mortgage Covered Bond
   Programme 3 (CPT).

Moody's TPI framework does constrain the rating of these covered
bonds at their current levels.

KEY RATING ASSUMPTIONS/FACTORS

Moody's determines covered bond ratings using a two-step process:
an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's uses its Covered Bond Model (COBOL) to
determine a rating based on the expected loss on the bond. COBOL
determines expected loss as (1) a function of the probability
that the issuer will cease making payments under the covered
bonds (a CB anchor); and (2) the stressed losses on the cover
pool assets should the issuer cease making payments under the
covered bonds (i.e., a CB anchor event).

The cover pool losses are an estimate of the losses Moody's
currently models following a CB anchor event. Moody's splits
cover pool losses between market risk and collateral risk. Market
risk measures losses stemming from refinancing risk and risks
related to interest-rate and currency mismatches (these losses
may also include certain legal risks). Collateral risk is derived
from the collateral score, which measures losses resulting
directly from the cover pool assets' credit quality.

Banca Carige S.p.A. - Mortgage Covered Bonds (residential)

The CB anchor for Banca Carige S.p.A. - Mortgage Covered Bonds
(residential) is the CR assessment plus 1 notch. Moody's may use
a CB anchor of CR assessment plus one notch in the European Union
or otherwise where an operational resolution regime is
particularly likely to ensure continuity of covered bond
payments.

The cover pool losses of Banca Carige S.p.A. - Mortgage Covered
Bonds (residential) are 18.0%, with market risk of 12.6% and
collateral risk of 5.3%. The collateral score for this programme
is currently 8.0%. The over-collateralisation in this cover pool
is 40.7%, of which Banca Carige S.p.A. provides 22% on a
"committed" basis. The minimum OC level that is consistent with
the Baa1 rating is 3.5%. These numbers show that Moody's is not
relying on "uncommitted" OC in its expected loss analysis.

Banca Carige S.p.A. - Mortgage Covered Bonds (commercial)

The CB anchor for Banca Carige S.p.A. - Mortgage Covered Bonds
(commercial) is the CR assessment plus 1 notch. Moody's may use a
CB anchor of CR assessment plus one notch in the European Union
or otherwise where an operational resolution regime is
particularly likely to ensure continuity of covered bond
payments.

The cover pool losses of Banca Carige S.p.A. - Mortgage Covered
Bonds (commercial) are 30.3%, with market risk of 11.7% and
collateral risk of 18.7%. The collateral score for this programme
is currently 27.9%. The over-collateralisation in this cover pool
is 112.9%, of which Banca Carige S.p.A. provides 32% on a
"committed" basis. The minimum OC level that is consistent with
the A3 rating is 20.5%. These numbers show that Moody's is not
relying on "uncommitted" OC in its expected loss analysis.

Banca Carige S.p.A. Mortgage Covered Bond Programme 3 (CPT)

The CB anchor for Banca Carige S.p.A. Mortgage Covered Bond
Programme 3 (CPT) is the CR assessment plus 1 notch. Moody's may
use a CB anchor of CR assessment plus one notch in the European
Union or otherwise where an operational resolution regime is
particularly likely to ensure continuity of covered bond
payments.

The cover pool losses of Banca Carige S.p.A. Mortgage Covered
Bond Programme 3 (CPT) are 18.2%, with market risk of 13.2% and
collateral risk of 5.0%. The collateral score for this programme
is currently 7.5%. The over-collateralisation in this cover pool
is 38.2%, of which Banca Carige S.p.A. provides 20.5% on a
"committed" basis. The minimum OC level that is consistent with
the A1 rating is 13.5%. These numbers show that Moody's is not
relying on "uncommitted" OC in its expected loss analysis.

TPI FRAMEWORK: Moody's assigns a "timely payment indicator"
(TPI), which measures the likelihood of timely payments to
covered bondholders following a CB anchor event. The TPI
framework limits the covered bond rating to a certain number of
notches above the CB anchor.

The TPI assigned to these transactions is

- Probable for Banca Carige S.p.A. - Mortgage Covered Bonds
   (residential);

- Probable High for Banca Carige S.p.A. - Mortgage Covered Bonds
   (commercial); and

- Very High for Banca Carige S.p.A. Mortgage Covered Bond
   Programme 3 (CPT),

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

The CB anchor is the main determinant of a covered bond
programme's rating robustness. A change in the level of the CB
anchor could lead to an upgrade or downgrade of the covered
bonds. The TPI Leeway measures the number of notches by which
Moody's might lower the CB anchor before the rating agency
downgrades the covered bonds because of TPI framework
constraints.

The TPI Leeway for these programmes is limited or none, and thus
any reduction of the CB anchor may lead to a downgrade of the
covered bonds.

A multiple-notch downgrade of the covered bonds might occur in
certain circumstances, such as (1) a country ceiling or sovereign
downgrade capping a covered bond rating or negatively affecting
the CB Anchor and the TPI; (2) a multiple-notch downgrade of the
CB Anchor; or (3) a material reduction of the value of the cover
pool.

RATING METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating Covered Bonds" published in December 2016.


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


CABOT FINANCIAL: Moody's Confirms B2 LT CFR, Outlook Positive
-------------------------------------------------------------
Moody's Investors Service confirmed the B2 long-term corporate
family rating (CFR) of Cabot Financial Ltd (Cabot). The senior
secured bond ratings of Cabot Financial (Luxembourg) II S.A and
Cabot Financial (Luxembourg) S.A were also confirmed at B2. The
outlook on all ratings was changed to positive from Ratings under
Review. The rating action concludes the review opened on 19
September 2017.

The confirmation and the change to a positive outlook of Cabot's
CFR were driven by Moody's view that the firm's creditworthiness
has the potential to increase further, due to:

(i) Cabot's competitive edge supported by its leading position in
the UK debt purchasing industry; and

(ii) the firm's enhanced operating diversification which the
agency expects to create cost synergies and improve the firm's
ability to generate stable earnings streams.

However, Cabot's announcement on November 16, 2017 that it would
not be proceeding with its planned initial public offering (IPO)
on the London Stock Exchange, raises uncertainties around the
firm's long-term strategy, which may offset the positive rating
drivers.

RATINGS RATIONALE

RATIONALE FOR THE CFR

The confirmation of the B2 CFR is driven by Cabot's leading
market position and increasingly diversified business model,
which offset the uncertainties stemming from the pulled IPO.

With GBP1.51 billion in total reported assets as of end-September
2017, Cabot is the largest rated debt purchasing company in the
UK. The firm has strong cash generating capability with an
adjusted EBITDA of GBP282 million for the 12 months leading to 30
September 2017, which has increased by 10% on average since 2012.
The 120-month estimated remaining collections (ERC) stood at
GBP2.3 billion as of end-September 2017, higher than all other UK
competitors. Cabot's scale supports its ability to absorb
compliance costs and investments in technological innovation,
while its strong track-record of regulatory compliance is
attractive to vendors facing regulatory scrutiny and conduct-
related costs. Moody's expects that such a dominant franchise,
combined with Cabot's track record of adequately pricing
purchased portfolios, will support Cabot's cash flow generation
capacity, and in turn keep its leverage metric well under 5x. As
of the end of September 2017, Moody's calculates Cabot's debt at
4.2x EBITDA.

On August 24, 2017, Cabot announced that it would raise GBP260
million of asset-backed financing in order to acquire Wescot
Credit Services Limited, the largest debt service provider for
the UK retail banking sector. The acquisition, which is expected
to double servicing revenues to 20% of total revenues, and
follows the May 2017 acquisition of UK-based debt servicer Orbit
Services, supports the company's ambition to grow its third-party
debt-servicing business. Moody's believes that focusing on a more
asset light segment should mitigate the risk, inherent to the
debt purchasing business, of mispricing acquired portfolios, and
support Cabot's ability to generate stable earnings streams. Such
diversification also creates synergies, as the debt servicing
business creates new business opportunities for the purchasing
segment, while leveraging on shared IT platforms and a common set
of credit data on debtors.

Cabot's pulled IPO however brings uncertainty regarding (i) its
shareholders' strategy in relation to exiting or reducing their
investment, and (ii) its ability to deleverage and refinance its
existing notes to reduce its cost of funding.

RATIONALE FOR THE OUTLOOK

The outlook on all ratings is positive, reflecting Moody's view
that Cabot's leading market position and increasingly diversified
franchise may be consistent with a higher CFR, although the
uncertainties around the pulled IPO currently offset such
positive rating drivers. The agency will therefore consider
during the outlook period whether Cabot's current shareholders -
US debt purchaser Encore Capital Group and private-equity firm
J.C. Flowers & Co., both holding a 43% stake -- can achieve their
objective to reduce their stake, and over what time period they
seek to do so, without compromising the firm's strategy or
financial positioning.

WHAT COULD CHANGE THE RATINGS UP/DOWN

An expectation that Cabot's long-term strategy will support its
improved credit fundamentals -- such as at a minimum maintaining
a combination of the leverage metric (gross debt-to-adjusted
EBITDA) at around or under 4.2x, and interest coverage (adjusted
EBITDA-to-interest expense) at around or above 3.3x, while
maintaining other financial metrics and ratios at current levels
- could lead to an upgrade of Cabot's ratings.

Cabot's rating could be downgraded due to (i) significant
deterioration in profitability metrics; or (ii) a further
increase in leverage or sustained decline in operating
performance, leading to a debt ratio which is higher than 6x
adjusted EBITDA; or (iii) a significant decline in interest
coverage, with an adjusted EBITDA-to-interest expense ratio
around or below 1.0x.

LIST OF AFFECTED RATINGS

Issuer: Cabot Financial Ltd

Confirmations:

-- LT Corporate Family Ratings, confirmed at B2, outlook changed
    to Positive from Rating under Review

Outlook Action:

-- Outlook changed to Positive from Rating Under Review

Issuer: Cabot Financial (Luxembourg) II S.A

Confirmation:

-- Backed Senior Secured Regular Bond/Debenture, confirmed at
    B2, outlook changed to Positive from Rating under Review

Outlook Action:

-- Outlook changed to Positive from Rating Under Review

Issuer: Cabot Financial (Luxembourg) S.A

Confirmations:

-- Backed Senior Secured Regular Bond/Debenture, confirmed at
    B2, outlook changed to Positive from Rating under Review

Outlook Action:

-- Outlook changed to Positive from Rating Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies published in December 2016.


INDIVIOR FINANCE: Moody's Assigns B3 Sr. Credit Facility Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of certain
subsidiaries of Indivior PLC. The affirmed ratings include RBP
Global Holdings Ltd's B3 Corporate Family Rating, Caa1-PD
Probability of Default Rating, existing B3 senior secured credit
facilities, and SGL-2 Speculative Grade Liquidity Rating. At the
same time, Moody's assigned B3 ratings to the company's amended
senior secured term loan and revolving credit agreement. The
rating outlook remains stable.

Assignments:

Issuer: Indivior Finance S.ar.l.

-- Senior Secured Bank Credit Facility, Assigned B3 (LGD3)

Issuer: RBP Global Holdings Ltd

-- Senior Secured Bank Credit Facility, Assigned B3 (LGD3)

Outlook Actions:

Issuer: Indivior Finance S.ar.l.

-- Outlook, Remains Stable

Issuer: RBP Global Holdings Ltd

-- Outlook, Remains Stable

Affirmations:

Issuer: Indivior Finance S.ar.l.

-- Senior Secured Bank Credit Facility, Affirmed B3 (LGD3)

Issuer: RBP Global Holdings Ltd

-- Probability of Default Rating, Affirmed Caa1-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

-- Corporate Family Rating, Affirmed B3

-- Senior Secured Bank Credit Facility, Affirmed B3 (LGD3)

RATINGS RATIONALE

The B3 Corporate Family Rating reflects significant revenue
concentration in a key product -- Suboxone Film -- which faces
pricing pressure and unresolved patent challenges. The US sales
of Suboxone Film comprise about 80% of Indivior's revenue.
Several generic companies are trying to commercialize generic
versions of Suboxone Film, and a US District Court recently found
that certain valid patents would not be infringed by one of the
generic companies. The rating is also constrained by uncertainty
about amount and timing of potential cash outflows related to
outstanding legal matters including a Department of Justice
investigation.

The B3 rating is supported by Indivior's low financial leverage,
with gross debt/EBITDA below 2.0x, assuming no generic entrants
on Suboxone Film. The rating is also supported by Indivior's
leadership in the growing market to treat opioid dependence. In
2018, Indivior will launch Sublocade, a new once-monthly
injection for opioid use disorder that received FDA approval in
November 2017. Successful adoption of this product will help
mitigate the potential loss of revenue and cash flow from
Suboxone Film if generic versions are launched.

The outlook is stable, reflect Moody's expectation that Sublocade
will be successfully commercialized in early 2018 and that
generic competition for Suboxone Film will not occur before late
2018.

Factors that could lead to an upgrade include fast uptake in
sales of Sublocade, reduced likelihood of near-term generic
competition for Suboxone Film, favorable resolution of
outstanding legal matters, and advancement of other compounds in
the pipeline. Factors that could lead to a downgrade include slow
uptake in sales of Sublocade, increasing likelihood of generic
competition on Suboxone Film, large debt-financed acquisitions
prior to the resolution of patent litigation, or a material
reduction in liquidity or high risk of a financial covenant
breach.

UK-based RBP Global Holdings Ltd is a subsidiary of publicly-
traded Indivior PLC (collectively with other subsidiaries
"Indivior"), a global specialty pharmaceutical company
headquartered in Richmond, Virginia. Indivior is focused on the
treatment of opioid addiction and closely related mental health
disorders. Annual revenues total approximately $1 billion.

The principal methodology used in these ratings was
Pharmaceutical Industry published in June 2017.


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


JUBILEE CLO 2017-XIX: Moody's Assigns B2 Rating to Class F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Jubilee CLO 2017-
XIX B.V. (the "Issuer"):

-- EUR2,250,000 Class X Senior Secured Floating Rate Notes due
    2030, Definitive Rating Assigned Aaa (sf)

-- EUR231,000,000 Class A-1 Senior Secured Floating Rate Notes
    due 2030, Definitive Rating Assigned Aaa (sf)

-- EUR30,000,000 Class A-2 Senior Secured Fixed Rate Notes due
    2030, Definitive Rating Assigned Aaa (sf)

-- EUR66,375,000 Class B Senior Secured Floating Rate Notes due
    2030, Definitive Rating Assigned Aa2 (sf)

-- EUR28,125,000 Class C Deferrable Mezzanine Floating Rate
    Notes due 2030, Definitive Rating Assigned A2 (sf)

-- EUR21,375,000 Class D Deferrable Mezzanine Floating Rate
    Notes due 2030, Definitive Rating Assigned Baa2 (sf)

-- EUR28,125,000 Class E Deferrable Junior Floating Rate Notes
    due 2030, Definitive Rating Assigned Ba2 (sf)

-- EUR13,500,000 Class F Deferrable Junior Floating Rate Notes
    due 2030, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2030. The definitive 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, Alcentra Limited
("Alcentra"), has sufficient experience and operational capacity
and is capable of managing this CLO.

Jubilee CLO 2017-XIX B.V. 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 obligations, second-lien loans, mezzanine loans and
high yield bonds. The bond bucket gives the flexibility to
Jubilee CLO 2017-XIX B.V. to hold bonds if Volcker Rule is
changed. The portfolio is expected to be approximately 84% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

Alcentra 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 eight classes of notes rated by Moody's, the
Issuer will issue EUR42.8m of subordinated notes, which will not
be rated.

The Class X Notes will be redeemed in four equal instalments
starting on the second payment date. Payments to the Class X
notes will be made on a pari-passu and pro rata basis with the
interest payments to the Class A-1 and Class A-2 Notes.

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. Alcentra's investment
decisions and management of the transaction will also affect the
notes' performance.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
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: EUR450,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8.5 years

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted additional sensitivity analysis, which was an important
component in determining the definitive rating assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on 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 3220 from 2800)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2 Senior Secured Fixed Rate Notes: 0

Class B Senior Secured Floating Rate Notes: -2

Class C Deferrable Mezzanine Floating Rate Notes: -2

Class D Deferrable Mezzanine Floating Rate Notes.-2

Class E Deferrable Junior Floating Rate Notes: 0

Class F Deferrable Junior Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3640 from 2800)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

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

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

Class B Senior Secured Floating Rate Notes: -3

Class C Deferrable Mezzanine Floating Rate Notes: -4

Class D Deferrable Mezzanine Floating Rate Notes.-2

Class E Deferrable Junior Floating Rate Notes: -1

Class F Deferrable Junior Floating Rate Notes: -1

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.


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P O L A N D
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GETIN NOBLE: Moody's Cuts LT Local Currency Deposit Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded Getin Noble Bank S.A.'s
(GNB) long-term local and foreign-currency deposit ratings to Ba3
from Ba2, its long-term Counterparty Risk Assessment (CRA) to
Ba2(cr) from Ba1(cr) and its baseline credit assessment (BCA) and
adjusted BCA to b2 from b1. The bank's short-term Not Prime
deposit ratings and Not Prime(cr) CRA are affirmed. The outlook
on GNB's long-term deposit ratings remains negative.

RATINGS RATIONALE

The downgrade of GNB's deposit ratings was driven by the
downgrade of the bank's BCA to b2 from b1.

Consequently, the bank's Ba3 long-term deposits ratings
incorporate (1) its b2 BCA, and (2) maintaining two notches of
rating uplift from Moody's Advanced Loss Given Failure (LGF)
analysis.

The downgrade of GNB's BCA reflects Moody's assessment of a
weaker standalone credit profile of the bank due to its
persistently modest loss absorption capacity -- problem loans as
a percentage of loan loss reserves and Moody's key capital metric
tangible common equity (TCE) equalled 94.4% as of H1 2017,
slightly increasing from 92.5% in December 2015. GNB's asset
quality remains weak with non-performing loan ratio (NPLs,
includes defaulted and other impaired loans) at 15.5% in June
2017, up from 14.7% as of December 2016 and 13.2% in December
2015. This deterioration, driven mainly by growing NPLs in local
currency mortgage and other retail loan portfolios, reflects the
still high level of credit risk embedded in both legacy and
recently underwritten loans. The higher NPL ratio is also
affected by the contracting loan portfolio -- in H1 2017 gross
loans declined by 3.5% - as GNB has stopped extending new
mortgages to focus on higher yielding consumer loans. The
weakening asset quality of the bank contrasts the general trend
of improvement in Polish banks' loan portfolios. Although GNB's
coverage of NPLs by loan loss reserves increased slightly to
39.6% in June 2017 from 36.6% in December 2016, it remains
significantly lower compared 54.1% reported in December 2014. The
bank's coverage compares unfavourably also with the average of
67% for Moody's-rated banks in Poland as of June 2017, and will
likely require higher provisioning over the next 12 to 18 months.

GNB's profitability is constrained by sizable loan loss
provisions and modest revenue generation. In the first six months
of 2017 the bank reported a loss of PLN163 million, which
compares to a loss of PLN16 million in the corresponding period
of 2016. Excluding the impact of a one-off sale of a business
unit, the H1 2017 net loss amounted to PLN316 million, equivalent
to a negative 1% return on average assets. Given its
profitability challenges, GNB has been admitted to a special
program of the Polish regulator for restoring loss-making banks'
long-term profitability which temporarily exempts the bank from
paying a special bank levy. Measures taken under the program,
along with the significant savings from the exemption of the bank
levy will likely benefit GNB's operating profitability over the
next 12 to 18 months. However, the bank's net income remains
vulnerable to higher loan loss provisions as well as to potential
significant costs arising from policy measures on Swiss Franc
(CHF) mortgages. GNB has one of the largest exposures to CHF
mortgages in Poland, which accounted for 25% of the bank's total
loans as of June 2017 (28% a year earlier).

More positively, GNB's Tier 1 ratio remained stable during H1
2017 and stood at 12.3% as of June 2017. However, it had improved
moderately from 11.1% as of December 2015 owing mainly to
deleveraging and associated lower risk weighted assets as well as
gains from sale of some subsidiaries, thereby supporting the
bank's financial profile. Nonetheless, the Tier 1 ratio is only
modestly above the regulatory recommended minimum level of 11.9%,
which includes several buffers such as capital conservation
buffer, foreign-currency mortgage risk buffer and O-SII buffer.

The negative outlook on GNB's long-term deposit rating reflects
Moody's expectation that the bank's solvency metrics will remain
pressured by weak asset quality and high provisioning expenses,
as well as costs driven by regulatory measures on CHF mortgages.

-- WHAT COULD MOVE THE RATINGS UP/DOWN

A significant reduction in the level of NPLs coupled with
improving profitability and capitalisation will likely lead to a
stabilization of the rating outlook.

A material deterioration in the bank's loan book and/or larger
than currently expected costs arising from the implementation of
policy measures on CHF mortgages as well as further narrowing of
capital buffers relative to regulatory capital thresholds may
result in ratings downgrade.

Furthermore, changes in the bank's liability structure may modify
the amount of uplift provided by Moody's Advanced LGF analysis
and lead to a higher or lower notching from the bank's adjusted
BCA, thereby affecting the deposit ratings and CRA.

LIST OF AFFECTED RATINGS

Issuer: Getin Noble Bank S.A.

Downgrades:

-- LT Bank Deposits (Local & Foreign), Downgraded to Ba3 from
    Ba2, outlook remains Negative

-- LT Counterparty Risk Assessment, Downgraded to Ba2(cr) from
    Ba1(cr)

-- Adjusted Baseline Credit Assessment, Downgraded to b2 from b1

-- Baseline Credit Assessment, Downgraded to b2 from b1

Affirmations:

-- ST Bank Deposits (Local & Foreign), Affirmed Not Prime

-- ST Counterparty Risk Assessment, Affirmed Not Prime(cr)

Outlook Action:

-- Outlook, remains Negative

PRINCIPAL METHODOLOGY

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


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


ENERGIAS DE PORTUGAL: Fitch Affirms BB Hybrid Securities Rating
---------------------------------------------------------------
Fitch Ratings has affirmed EDP - Energias de Portugal S.A.'s
Long-Term Issuer Default Rating (IDR) and senior unsecured rating
at 'BBB-', Short-Term IDR at 'F3' and hybrid securities at 'BB'.
The Outlook on the IDR is Stable.

The rating affirmation reflects EDP's leading position in
Portugal, the large share of regulated and quasi-regulated
activities, and moderate growth in renewables and networks
largely in the US and Latin America by 2020. The Stable Outlook
reflects Fitch expectation that the shift to merchant risk for
the capacity managed under long-term contracts in Portugal, the
revised energy scenario for liberalised activities in Iberia and
the negative impact from the regulatory review in Portugal in
2018 will be mostly offset by renewables capacity additions,
tariff deficit (TD) sales and additional efficiency savings and
liability management actions.

Our latest forecasts reflect average funds from operations (FFO)
adjusted net leverage of 4.9x and FFO fixed-charge coverage of
3.7x for 2017-2020, both within the guidelines for the 'BBB-'
rating, reaching the positive guidelines by 2020. Fitch project
free cash flow to turn positive from 2019 (asset rotation not
included in free cash flow).

KEY RATING DRIVERS

Net Debt Decrease: Fitch adjusted net debt will materially
decrease to EUR14 billion by end-2017 from EUR17.1 billion in
2015. This was largely achieved through Portuguese regulatory
receivables (RR) monetisation and disposals over 2016-2017. Fitch
consider management's commitment to deleveraging as strong, in
line with the publicly stated target of net debt (adjusted by RR)
to EBITDA (before associates and minorities) at 3.0x by 2020
(3.7x by end-2017), consistent with Fitch FFO adjusted net
leverage guideline for an upgrade.

Portfolio Reshuffling: EDP sold its gas distribution networks in
Spain and Portugal in 2017 for EUR2.9 billion (including EUR0.2
billion deferred income). The proceeds have been allocated to net
debt reduction and to fund EDP Renovaveis' EUR0.3 billion
minorities buy out. EDP Brazil has been awarded 30-year
concessions to develop five electricity transmission projects in
Brazil, with expected capex of around EUR800 million (to be
deployed in 2019-2021) with EBITDA full contribution from 2022
largely compensating for the divested Iberian gas grids' EBITDA.

Fitch expects the EBITDA structure to be largely preserved due to
limited EBITDA contribution from the networks divested (5% of the
total) and future secured growth in renewables and networks
outside Iberia. However, the proportion of regulated activities
in EBITDA is much lower, although with higher quasi-regulated
share, compared with the average of European peers.

Weather Affects Iberian Generation: Challenging hydro conditions
in Iberia will cut generation and supply EBITDA by around EUR200
million by end-2017 compared to a normal year, due to lower hydro
generation and lower supply margins. EDP's conventional
generation portfolio in Iberia is largely composed of hydro (52%
of fleet), and therefore clean and profitable, but also exposed
to volatility related to weather and baseload price.

Robust growth in renewables (capacity additions in US and Mexico)
and positive euro-Brazilian real exchange rates partially offset
the weak results in generation and supply in 2017. Fitch forecast
a gradual recovery of hydro generation from 2018, considering the
low reservoir levels, and supply margins.

Funds from Operations Volatility: FFO has been low in 2016 and
2017 due to one-offs and TD-related cash taxes, which lead to a
0.3x-0.6x spike in Fitch FFO adjusted net leverage, breaching the
5.0x negative guideline in both years. Fitch forecast a recovery
of FFO to EUR2.2 billion from 2018, due to moderate EBITDA
growth, reduced financial costs and lower cash taxes (ie TD sales
in line with new TD generated in the period; therefore not
creating an additional base for cash taxes). Fitch look through
the breach of leverage guideline, as Fitch take into account the
substantial net debt and RR reduction already achieved by end-
2017.

Negative Regulatory Review in Portugal: The Portuguese regulator
released in October a draft determination that cuts EDP's
electricity distribution revenues by around EUR120 million
annually and brings revenue visibility up to 2020. The final
determination will be released in December 2017. The haircut in
revenues largely stems from a lower rate of return of 5.75%
(previously 6.48%) with a floor of 5%, and reduced regulated
asset base (calculated using IFRS criteria).

Regulatory risk is mitigated by geographic diversification (EDP
will benefit from a positive tariff adjustment in Brazil in 2018)
and Fitch expect the company to take managerial actions to offset
the negative impact (it has revised up its target savings for
2018).

Declining Portuguese Regulatory Receivables: Fitch expects
outstanding RRs in the Portuguese electricity system to decline
to EUR4.7 billion by end-2017 (from EUR5.1 billion in 2016) and
to EUR4 billion by 2018, according to the regulator. The recent
government proposal for a 0.2% nominal low-voltage tariff
decrease for 2018 is not consistent with the committed tariff
increases. However, Fitch forecast some headroom for tariff
reductions without putting at risk the overall deficit reduction.
Fitch expect RRs owned by EDP to be EUR1 billion by end-2017,
down from a peak of EUR2.5 billion in 2014.

US Tax Reform Uncertainty: The pending US tax reform could lower
visibility on the tax deductibility of Production Tax Credits for
renewables energy wind projects in the US, potentially affecting
future project cash flows. However, the credits for most of EDP's
US wind farms have been sold through tax equity deals, therefore
Fitch do not expect a major cash flow impact from the current
draft legislation for EDP's existing wind farms. The investment
focus could change if market dynamics do not adjust to maintain a
reasonable return for developers. Further analysis would be
needed if US tax reform legislation is enacted, which could occur
as early as next week.

DERIVATION SUMMARY

EDP is smaller than Iberdrola S.A. (BBB+/Stable) and Enel S.p.A.
(BBB+/Stable) and its business risk profile has lower share of
purely regulated businesses, although it benefits from a higher
share of long-term contracted and subsidised businesses (largely
renewables). The higher leverage and larger leakage due to
minorities within the group structure justifies the two notches
rating differential from peers. The difference in leverage will
gradually decrease as EDP carries out its business plan.

A potential upgrade of EDP would result in its IDR being two
notches above the Portuguese sovereign, which is the highest
level that Fitch could allow as notching differential due to
EDP's exposure to Portugal. Fitch do not apply the one-notch
uplift to the senior unsecured rating as the regulated EBITDA
share is below 50%. No Country Ceiling, parent/subsidiary or
operating environment aspects affect the rating.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:
- FY17 EBITDA slightly below EUR3.5 billion (excluding non-
   recurring items) and a CAGR of around 3% for 2017-2020, driven
   by organic growth largely in wind and efficiency improvements;
- average gross capex of EUR1.7 billion a year and around EUR0.6
   billion of additional cash-in linked to wind farm minority
   stake disposals during 2017-2020;
- dividends in line with the dividend floor of EUR0.19 per share
   from 2017 to 2020;
- declining Portuguese RR on balance sheet driven by TD sales of
   EUR0.5 billion on average for 2017-2020, in line with new TD
   generated in the period, and no meaningful TD created in Spain
   and Brazil;
- special levy in Portugal treated as restricted cash;
- Brazilian real and US dollar to depreciate against the euro to
   5.0 (Brazilian real) and to 1.27 (US dollar) by 2020.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
- FFO adjusted net leverage trending towards 4.5x and FFO fixed
   charge coverage above 3.7x on a sustained basis, assuming no
   major changes in the activities' mix other than expected by
   Fitch
- Sustained positive free cash flows, together with the
   consistent reduction of the tariff deficit in Portugal in
   line with Fitch's expectations

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- FFO net adjusted leverage above 5.0x and FFO fixed charge
   coverage below 3.2x over a sustained period
- Impact of the regulatory review in Portugal materially worse
   than the one inferred from the draft determination
- Substantial increase of operations in emerging markets with a
   higher business risk or a substantial shift in business mix
   towards unregulated activities, higher than expected by Fitch,
   which could result in a tighter ratio guideline for the
   current rating

LIQUIDITY

Strong Liquidity: EDP had EUR1.4 billion of available cash and
cash equivalents, and EUR4.1 billion of available committed
credit lines at end-September 2017 (considering the increase and
tenor extension in October 2017). This liquidity position is
enough to cover debt maturities up to mid-2020.

Fitch forecasts cash by year-end to be around EUR2.5 billion, due
to additional EUR0.5 billion cash in for Portgas' disposal,
EUR0.5 billion new bond issuance in November 2017, EUR0.6 billion
TD monetisation and the cash tender offer for USD 500 million of
outstanding notes.

FULL LIST OF RATING ACTIONS

EDP - Energias de Portugal S.A.
- Long-Term Issuer Default Rating (IDR) affirmed at 'BBB-',
   Stable Outlook
- Short-Term IDR affirmed at 'F3'
- Senior unsecured rating affirmed at 'BBB-',
- Subordinated rating affirmed at 'BB'.

EDP Finance B.V
- Long-Term IDR affirmed at 'BBB-', Stable Outlook
- Short-Term IDR affirmed at 'F3'
- Senior unsecured rating affirmed at 'BBB-',

EDP Espana, S.A.
- Long-Term IDR affirmed at 'BBB-', Stable Outlook
- Short-Term IDR affirmed at 'F3'.


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R U S S I A
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INTERNATIONAL BANK OF ST PETERSBURG: S&P Affirms 'B-/B' ICRs
------------------------------------------------------------
S&P Global Ratings affirmed its 'B-/B' long- and short-term
issuer credit ratings on International Bank of St. Petersburg
(IBSP). S&P removed the ratings from CreditWatch negative where
it placed them on Oct. 5, 2017. The outlook is negative.

IBSP has considerably reduced its net exposure to nonresident
commodity traders over the past several months. In particular, it
has obtained around $50 million of guarantees from investment-
grade European banks and intends to further complete the sale of
certain exposures by end-2017. This will reduce total net
exposure by year-end 2017 by 55% compared with Sept. 1, 2017. S&P
believes this somewhat reduces regulatory risks.

S&P said, "We also observe some improvement in IBSP's liquidity
position. The bank's reliance on wholesale funding has declined
somewhat -- interbank borrowings constituted only 8% of total
liabilities and equity as of Dec. 1, 2017, down from 12% on
Sept. 1, 2017 -- and consequently liquidity coverage metrics have
improved. Net broad liquid assets currently cover around 12% of
short-term customer deposits. Nevertheless, much of the available
liquidity (around Russian ruble [RUB]5.5 billion, or $90 million)
is tied to European bank bonds, and we observe that historically
IBSP has been reluctant to use this liquidity buffer. We also
understand asset allocation will change in 2018. We therefore
continue to consider the bank's liquidity to be moderate.

"We believe that IBSP is gradually improving its margins and
profitability outside one-time items related to provisioning of
nonresident exposures that are mirrored by write-offs of
subordinated debt. At the same time, its business model remains
under pressure, owing to a fairly high cost of funds compared
with peers and limited access to high-quality clients. While the
bank gradually rebuilds its relationships with corporates clients
outside residential construction sector and seeks new business
opportunities, its loan book is likely to stay concentrated on
real estate developers in the near term.

"The negative outlook on IBSP reflects our view that the bank's
business position will remain under pressure in the next 12-18
months, owing to high competition for corporate clientele in the
Russian market, its large concentration of loan exposures to real
estate developers, and the tough operating environment for banks
in Russia.

"We may lower the ratings if we see the bank failing to unwind
its exposures to nonresident commodity traders in 2018 or if we
see regulatory risks related to these exposures intensify. A loss
of clients' confidence or large credit events, especially on its
large construction exposures, could also trigger a negative
rating action. We may also lower the ratings if we see the bank
failing to improve margins or find a new niche in the market over
the next six to eight months.

"We may revise the outlook to stable if we see ISBP's liquidity
position stabilizing at least at the levels observed in December
2017, and the bank manages to successfully unwind its nonresident
exposures and find a new niche in the Russian market."


URALSIB BANK: Fitch Raises Long-Term IDR to B+, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded Uralsib Bank's (UB) Long-Term Issuer
Default Rating (IDR) to 'B+' from 'B' and affirmed Bank Zenit's
(BZ) Long-Term IDRs at 'BB'. The agency has also upgraded UB's
Viability Rating (VR) to 'b+' from 'b' and affirmed BZ's VR at
'b+'. The Outlooks on the Long-Term IDRs are Stable. A full list
of rating actions is at the end of this commentary.

The upgrade of UB's ratings reflects reduced asset quality risks
and vulnerability of the bank's capital position, due to
sufficient state support for legacy problem assets and low-to-
moderate risks stemming from other exposures. The upgrade also
captures UB's improved pre-impairment performance, due to reduced
operating expenditure and funding costs as well as a healthy
funding and liquidity profile.

The affirmation of BZ's IDRs and Support Rating reflects Fitch's
view that the bank will likely be supported by its ultimate
parent oil company, PJSC Tatneft (Tatneft, BBB-/Stable) in case
of need. Fitch believes Tatneft has a high propensity to support
the bank given its majority stake of 71.1% in BZ and solid
capital support track record to date. The agency also believes
support would be manageable for Tatneft given its low leverage
with expected funds-from-operations (FFO)-adjusted gross leverage
of 0.7x at end-2017 and the small size of BZ, whose equity
accounted for only 0.2x of Tatneft's LTM June 2017 FFO.

The two-notch difference between Tatneft's and BZ's IDRs reflects
Fitch's view that the bank is a non-core asset for the company,
with limited synergies between the two entities, and limited
reputational damage for Tatneft in case of BZ's default. The sale
of the bank is unlikely in the medium term, although Fitch
understands from management that this is possible in the long-
term once the bank has been fully cleaned up and made more
efficient.

KEY RATING DRIVERS
IDRS AND VIABILITY RATINGS
UB

Based on IFRS accounts UB's legacy assets have been adequately
reserved and any further impairment would likely be gradual and
be absorbed by pre-impairment profit. UB's non-performing loans
(NPLs) and restructured loans reduced to 14% and 6% of end-6M17
gross loans, respectively, from 18% and 4% at end-2016 and 15%
and 8% at end-2015. Net of loan impairment reserves, these
equalled to a moderate 18% of end-6M17 Fitch core capital (FCC).

UB's merger with a weaker BFA-Bank in May 2017 had a small impact
due to the latter's small size (about 10% of consolidated
assets). Concentration of corporate loans is moderate, with the
20 largest loans representing about 90% of FCC. Of these a
moderate amount of around RUB12 billion (0.2x FCC at end-6M17),
although currently reportedly performing, are potentially at
risk, in Fitch's view.

The bank will need to book an additional significant loan
impairment reserves in Russian regulatory accounts, which are
already recognised under IFRS. This will be done gradually in
line with the bank's rehabilitation plan and will be covered by
the large equity gain on the low-cost funding from Depositary
Insurance Agency (DIA), which will be booked (most likely in
2019) once the fair value accounting is introduced in Russian
regulatory accounts (this has already been recognised in IFRS,
see below).

Related-party exposure is sizable (0.5x FCC at end-9M17),
although about 40% is represented by interbank loans to National
Factoring Company, which is an unconsolidated factoring business
of the group. UB's investment property (0.3x FCC at end-6M17) is
conservatively valued, in Fitch view.

UB's FCC ratio was a solid 18% at end-2Q17, benefitting from a
RUB50 billion fair value gain recognised on RUB81 billion
deposits received from DIA in November 2015 when the bank was
rescued by the authorities.

UB's consolidated regulatory capitalisation is lower - Tier 1 and
Total ratios equalled to 5.6% and 7.6%, respectively, at end-
3Q17, somewhat below the regulatory minimum of 7.9% and 9.9%
(including buffers applicable to banking groups from 1 January
2018). This is because Russian regulatory accounts currently do
not allow booking of the above fair value gain, but the
accounting rules allowing this will most likely be introduced in
2019. In the meantime UB is exempt from prudential capital
adequacy requirements.

UB's pre-impairment profit improved to 4%-5% of average loans in
2016-9M17, reversing losses in 2014-2015, as funding costs
declined and operating efficiency strengthened. Fitch expect UB
to post a moderate 7% return on average equity (ROAE) in its 2017
IFRS accounts, corresponding to its expected loan growth.

UB's funding and liquidity profile is sound. The bank has a
significant buffer of liquid assets, equalling to 30% of
liabilities at end-3Q17. Its funding profile also benefits from a
broadly stable and granular deposit base, which has been largely
restored after some outflows in 2015.

BZ
The affirmation of BZ's VR mainly reflects the bank's vulnerable
asset quality and hence capitalisation, which have so far been
supported by Tatneft's buyout of bad assets and new equity
injections. The rating also reflects comfortable liquidity and
improving performance.

BZ's NPLs increased to 8.3% of gross loans at end-1H17 from 7.8%
at end-2016, but are fully covered by impairment reserves and
therefore pose little risk. At the same time Fitch's review of
the bank's 25-largest exposures (40% of gross loans) revealed
that about RUB45 billion (21% of gross loans), although
reportedly performing, were potentially at risk at end-1H17.
Subsequently in 3Q17, as part of BZ's recapitalisation, Tatneft
bought out RUB11.3 billion of bad/high-risk loans which resulted
in RUB0.3 billion reserve release, as some assets were sold at
above their net value. Tatneft also expects to buy out over RUB20
billion of bad/high-risk loans in 4Q17 with about RUB1 billion in
reserve release. As a result, the total net amount of high-risk
loans should decrease to a more moderate 0.6x FCC by end-2017.
Although some of these exposures are collateralised by real
estate with reasonable loan-to-value (LTVs), additional
provisioning and support may be needed in the future.

BZ's FCC ratio improved to a more adequate 12.4% at end-1H17 from
6.5% at end-2016 after a RUB14 billion capital injection from
Tatneft. Consolidated regulatory capital ratios were also
reasonable, with a Tier 1 ratio of 11.5% and a total capital
ratio of 16.3% (minimum levels with buffers effective from 2018
are 7.9% and 9.9%) at end-1H17. Fitch estimates capital ratios to
improve by 200bps-300bps in 2H17 as a result of reserve releases
from buy-outs of bad assets; however, the increase may not be
sustained given a still large amount of high-risk assets that may
require additional provisioning.

BZ's net interest margin improved by about 120bps in 9M17,
largely due to lower funding costs. As a result the bank returned
to pre-impairment profitability (2% of average loans in 9M17,
annualised) after a modest loss in 2016. Due to active balance
sheet clean-up loan impairment charges were a high 2% of gross
loans in 9M17, consuming 70% of pre-impairment profit and
resulting in a weak ROAE of 4% (all figures annualised).

BZ is funded mainly by customer deposits, which are moderately
concentrated (the top 20 made up 34% of total customer deposits
at end-2Q17), albeit broadly stable. About RUB26 billion or 13%
of customer deposits were from Tatneft and related entities. At
end-10M17 the bank had a comfortable liquidity buffer (cash and
equivalents and bonds eligible for repo with the Central Bank of
Russia) equal to 36% of customer deposits (or 14% net of
scheduled wholesale debt repayments for the next 12 months).

DEBT RATINGS

BZ's senior unsecured debt is rated in line with the bank's Long-
Term IDR.

RATING SENSITIVITIES
BZ

BZ's IDRs will likely move in line with the parent's. Rating
notching could be widened if Tatneft's propensity to support the
bank deteriorates or support is insufficient to cover asset-
quality problems. Rating notching is unlikely to narrow.

BZ's VR could be downgraded if asset quality and performance
deterioration results in capital erosion without timely new
capital injections. Upside would require a substantial
improvement of asset quality or capital.

UB
UB's Long-Term IDR and VR could be downgraded if asset quality
sharply weakens and capitalisation deteriorates.

Continued improvement of asset quality and performance, plus a
strengthening of regulatory capitalisation could put upward
pressure on the ratings.


The rating actions are:
Uralsib Bank

Long Term Foreign Currency IDR: upgraded to 'B+' from 'B';
Outlook Stable
Short Term Foreign Currency IDR: affirmed at 'B'
Viability Rating: upgraded to 'b+' from 'b'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'

Bank Zenit
Long Term Foreign and Local Currency IDRs affirmed at 'BB';
Outlooks Stable
Short-Term Foreign Currency IDR: affirmed at 'B'
Viability Rating: affirmed at 'b+'
Support Rating: affirmed at '3'
Long-term senior unsecured debt: affirmed at 'BB'


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


CAIXABANK RMBS 3: Moody's Assigns Caa3 Rating to Class B Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
CAIXABANK RMBS 3, FONDO DE TITULIZACION's Class A and B notes:

Issuer: CAIXABANK RMBS 3, FONDO DE TITULIZACION

-- EUR2,295M Class A Notes due September 2062, Definitive Rating
    Assigned A3 (sf)

-- EUR255M Class B Notes due September 2062, Definitive Rating
    Assigned Caa3 (sf)

CAIXABANK RMBS 3, FONDO DE TITULIZACION is a static cash
securitisation of prime mortgage loans extended mainly to
obligors located in Spain. 52.28% of the portfolio consists of
drawdowns of flexible mortgages and 47.72% standard mortgage
loans secured on Spanish residential properties. In terms of the
ranking of the security, 54.35% of the pool is secured by first-
lien mortgages while 45.65% is secured by second-lien mortgages
(where CaixaBank is holding the first ranking security).

RATINGS RATIONALE

CAIXABANK RMBS 3, FONDO DE TITULIZACION is a securitisation of
loans that CaixaBank, S.A. (Baa2/(P)P-2/ Baa1(cr)/P-2(cr))
granted mainly to Spanish individuals. CaixaBank, S.A. is acting
as the servicer of the loans, while CaixaBank Titulizaci¢n,
S.G.F.T., S.A. is the management company.

The definitive ratings take into account the credit quality of
the underlying mortgage loan pool, from which Moody's determined
the Moody's Individual Loan Analysis Credit Enhancement ("MILAN
CE") assumption and the portfolio's expected loss.

The key drivers for the portfolio's expected loss of 6.0% are (i)
the 45.65% exposure to second-lien mortgages which Moody's
considers riskier than first ranking mortgages and lead to a
higher expected default frequency and more severe losses than
first-ranking mortgages; (ii) benchmarking with comparable
transactions in the Spanish market through the analysis data in
CaixaBank, S.A.'s (Baa2/(P)P-2/ Baa1(cr)/P-2(cr)) book; (iii)
very good track record of previous Residential Mortgage-Backed
Securities ("RMBS") originated by CaixaBank, S.A. (the Foncaixa
Hipotecarios series) although arrears are steadily increasing in
most recent CaixaBank RMBS transactions; (iv) Moody's outlook on
Spanish RMBS in combination with the seller's historic recovery
data; and (v) the fact that 4.37% loans in the pool are less than
30 days in arrears and 0.63% are more than 30 days but less than
60 days in arrears, although most of the pool has never been in
arrears more than 90 days.

The transaction's 21.0% MILAN CE number is higher than other
Spanish RMBS transactions. The MILAN CE's key drivers are (i) the
current weighted-average loan-to-value ("LTV") ratio of 64.19%
(calculated taking into account the latest full property
valuation); (ii) the well-seasoned portfolio, which has a
weighted-average seasoning of 7.18 years; (iii) the fact that
only 3.65% of the borrowers in the pool are non-Spanish nationals
and only 0.98% are non-Spanish residents; (iv) the absence of
broker-originated loans in the pool; (v) the 37.01% concentration
in the Catalonia region; and (vi) the 8.36% exposure to
restructured loans in the pool. Pool characteristics refer to the
cut-off date as of November 20, 2017.

52.28% of the pool consists of drawdowns of flexible mortgages,
which are structured like a line of credit. Under these flexible
mortgages, borrowers can make additional drawdowns up to a
certain LTV ratio limit, for an amount equal to the amortised
principal. As a result, flexible mortgages lead to a higher
expected default frequency and more severe losses than for
traditional mortgage loans. Additionally, 41.30% of the borrowers
have the option to benefit from payment holiday periods, where
principal is not paid, and 24.75% of the pool can avail of
principal and interest grace periods.

Moody's considers that the deal has the following credit
strengths: (i) the full subordination of the Class B notes'
interest and principal to the Class A notes; (ii) the notes'
sequential amortisation; and (iii) a fully funded reserve upfront
equal to 4.5% of the notes (4.0% after the elapse of two years),
which covers potential shortfalls in the Class A notes' interest
and principal during the transaction's life (and subsequently of
the Class B notes, once the Class A notes have fully amortised).

The portfolio mainly contains floating-rate loans linked to 12-
month Euribor (69.4%), or "Indice de Referencia de Prestamos
Hipotecarios conjunto de entidades de credito" ("IRPH"), whereas
the notes are linked to three-month Euribor and reset every
quarter on the determination dates. This leads to an interest-
rate mismatch in the transaction. Additionally, 18.2% of the pool
comprises of fixed-rate loans. Therefore, there is a potential
fixed-to-floating-rate risk, whereby the Euribor rate on the
notes increases, while the interest rates on the loans remain
constant. There is no interest-rate swap in place to cover
interest-rate risk. Moody's takes into account the potential
interest rate exposure as part of its cash flow analysis when
determining the notes' definitive ratings.

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

STRESS SCENARIOS:

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed. At the
time the definitive ratings were assigned, the model output
indicated that the Class A notes would have achieved a Baa1 (sf)
rating if the expected loss was maintained at 6.0% and the MILAN
CE was increased to 25.2%%, and all other factors were constant.
The analysis assumes that the deal has not aged and is not
intended to measure how the rating of the security might migrate
over time, but rather how the initial rating of the security
might have differed if key rating input parameters were varied.
Parameter Sensitivities for typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework," published in
September 2017.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors that may lead to an upgrade of the ratings include a
significantly better-than-expected performance of the pool,
combined with an increase in the notes' credit enhancement and a
change in Spanish Local Currency Ceiling .

Factors that may cause a downgrade of the ratings include
significantly different loss assumptions compared with Moody's
expectations at closing due to either (i) a change in economic
conditions from Moody's central forecast scenario; or (ii)
idiosyncratic performance factors that would lead to rating
actions; or (iii) a change in Spain's sovereign risk, which may
also result in subsequent rating actions on the notes.


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


BRIGHTHOUSE GROUP: S&P Cuts ICR to 'CC', Put on Watch Negative
--------------------------------------------------------------
S&P Global Ratings said that it lowered its long-term issuer
credit rating on U.K.-based rent-to-own (RTO) provider
BrightHouse Group Plc to 'CC' from 'CCC-' and placed the rating
on CreditWatch with negative implications.

We also lowered to 'CC' from 'CCC-' our issue rating on
BrightHouse's existing GBP220 million senior secured notes due
2018, and placed the rating on CreditWatch negative. Our recovery
rating on the senior secured notes is unchanged at '4',
indicating our expectation of average recovery (30%-50%; rounded
estimate: 35%) in the event of a default.

The downgrade follows BrightHouse's Dec. 8, 2017 announcement
that it has entered into an agreement with the majority of the
existing noteholders and its current majority shareholder Vision
Capital, to refinance its existing senior secured notes. We
understand that under the agreement, the existing notes will be
fully discharged in exchange for:

-- GBP107.2 million of new senior secured notes due May 2023.
    The notes will carry a coupon of 9%, which is fully payment-
    in-kind (PIK) for the first year, and 5% PIK and 4% cash pay
    thereafter based on the group's available unrestricted cash
    balances;

-- A pro rata share of about GBP4.5 million as a consent fee for
    those existing noteholders that agree with the refinancing
    proposal; and

-- A cash payment or pro rata share of 97% of the group's
    ordinary shares, with the remaining 3% going to Vision
    Capital.

The company expects to complete the transaction in late January
2018. S&P views the transaction as a distressed exchange because
investors will receive less than the amount promised on the
original securities. S&P therefore considers the exchange as
tantamount to a default on the company's obligations.

S&P said, "The CreditWatch negative placement reflects that we
expect to lower our issuer credit rating on BrightHouse to 'D'
following the completion of the exchange offer.

"After the exchange offer, we will reassess the issuer credit
rating by taking into account our view of the company's business
prospects, capital structure, liquidity, and earnings profile."


CPUK FINANCE: S&P Affirms B (sf) Ratings on Two Note Classes
------------------------------------------------------------
S&P Global Ratings has affirmed its credit ratings on the notes
issued by CPUK Finance Ltd.

The transaction blends a corporate securitization of the U.K.
operating business of the short break holiday village operator
Center Parcs Holdings 1 Ltd. (CPH), the borrower, with a
subordinated high-yield issuance (the class B3-Dfrd and B4-Dfrd
notes). It originally closed in February 2012 and has been tapped
several times since, most recently in June 2017.

S&P said, "Upon publishing our revised criteria for rating
corporate securitizations, we placed those ratings that could be
affected under criteria observation. Following our review of this
transaction, the ratings are no longer under criteria
observation."

BUSINESS RISK PROFILE AND RECENT PERFORMANCE

S&P said, "We have applied our corporate securitization criteria
as part of our rating analysis on the notes in this transaction.
As part of our analysis, we assess whether the operating cash
flows generated by the borrower are sufficient to make the
payments required under the notes' loan agreements by using a
debt service coverage ratio (DSCR) analysis under a base case and
a downside scenario. Our view of the borrowing group's potential
to generate cash flows is informed by our base-case operating
cash flow projection and our assessment of its business risk
profile, which is derived using our corporate methodology."

The Center Parcs group is a network of five holiday villages,
located throughout the U.K. These include Sherwood Forest in
Nottinghamshire, Longleat Forest in Wiltshire, Elveden Forest in
Suffolk, Whinfell Forest in Cumbria, and Woburn Forest in
Bedfordshire.

As of Oct. 5, 2017, there were 4,196 units of accommodation
across its five villages, which could accommodate approximately
22,300 guests per day at 100% occupancy. A sixth site is being
developed in Ireland but S&P understands that it will not be
included in the securitization perimeter. The group's accounted
revenues and adjusted EBITDA were GBP440 million and GBP213
million, respectively, for the fiscal year ended April 30, 2017
(FY2017).

S&P said, "In our view, CPH's fair business risk profile is
constrained by its concentrated operation in a niche segment
within a large GBP44 billion U.K. holiday market. We view its
limited format diversification with a reliance on a short-
vacation package offering in a forest environment and no
geographic diversification outside of the U.K. as a weakness. Our
assessment also incorporates the company's potential exposure to
profit volatility over the cycle given that a certain portion of
their operating costs are fixed in nature and its exposure to
discretionary consumer spending."

However, Center Parcs benefits from good brand recognition,
leading to high occupancy rates of about 96% for the past 15
years and with 100% of its booking made directly (of which 85%
registered online). There are barriers to entry within this niche
segment, given the time taken to develop new sites (due to the
stringent planning permission permits), the need for capital
investment, and the lack of suitable sites for such projects. The
group's strategy is to attract an affluent customer base, which
contributes to a higher revenue per available lodge (RevPAL) of
about GBP174 per night for FY2017, and thus improved
profitability with EBITDA margins of about 48%. This, combined
with its dynamic demand-based pricing strategy, provides S&P with
comfort that Brexit's negative effect on the group's occupancy
rates should be limited, while acknowledging the potential of
margin compression arising from inflationary cost pressures.

The business continued to show a stable growth in FY2017. For the
first two quarters of FY2018, reported net revenues increased by
4.4% to GBP217.5 million, driven by accommodation revenue
(growing at 4.6%), and by on-village revenue (growing about
4.1%). Occupancy rates, fostered by high customer loyalty,
improved to about 98.3%, as previously off-line capacity was
relaunched after upgrades. S&P forecasts these occupancy rates to
decline toward the second half of FY2018 as planned refurbishment
reduces the availability of about 400 lodges. Average daily rent
supported by a sustained investment program has continued to
improve, resulting in RevPAL of GBP188 per night, a 4.6% increase
as of the end of the second quarter of FY2018. Overall, the group
EBITDA improved to GBP110.1 million compared with GBP105 million
for the first two quarters of the previous fiscal year.

RATING RATIONALE

CPUK Finance's primary sources of funds for principal and
interest payments on the outstanding notes are the loan interest
and principal payments from the borrower, which are ultimately
backed by future cash flows generated by the operating assets.

A GBP80 million liquidity facility is also available at the
issuer level and is sized to cover about 18 months of peak debt
service on the class A notes. The class B notes do not benefit
from liquidity support.

CLASS A NOTES

S&P said, "Our ratings on the senior class A notes address the
timely payment of interest and the ultimate repayment of
principal due on the notes.

"Our cash flow analysis serves to both assess whether cash flows
will be sufficient to service debt through the transaction's life
and to project minimum DSCRs in base-case and downside
scenarios."

Base-Case Projections

S&P said, "Our base-case EBITDA and operating cash flow
projections for FY2018 and the company's fair business risk
profile rely on our corporate methodology, based on which we give
credit to growth through the end of FY2018. Beyond FY2018, our
base-case projections are based on our methodology and
assumptions for corporate securitizations, from which we then
apply assumptions for capital expenditures (capex) and taxes to
arrive at our projections for the cash flow available for debt
service." For CPH, S&P's assumptions were:

-- Maintenance capex: GBP25 million for FY2018. Thereafter S&P
    assumes GBP19 million, in line with the transaction
    documents' minimum requirements.

-- Development capex: GBP59.9 million for FY2018. Thereafter, as
    S&P assumes no growth and in line with our corporate
    securitization criteria, we considered only the minimum GBP6
    million investment capex required under the documentation.

-- Tax: GBP1.2 million for FY2018. Thereafter S&P considered the
    statutory corporate tax rates.

S&P established an anchor of 'bbb' for the class A notes based
on:

-- S&P's assessment of CPH's fair business risk profile, which
    we associate with a business volatility score of 4;

-- The minimum DSCR achieved in its base-case analysis, which
    considers only operating-level cash flows but does not give
    credit to issuer-level structural features (such as the
    liquidity facility); and

-- The distribution of the tranches' forecast DSCRs.

The transaction implements a cash sweep mechanism where all
excess cash would be trapped once a given class of senior notes
reaches its expected maturity date and is not repaid. S&P said,
"Therefore, in line with our corporate securitization criteria,
we assumed a benchmark principal amortization profile where the
debt is repaid over 15 years following its expected maturity date
based on an annuity payment that we include in our calculated
DSCRs."

Downside Scenario

S&P said, "Our downside DSCR analysis tests whether the issuer-
level structural enhancements improve the transaction's
resilience under a stress scenario. CPH falls within the leisure
and sports sector. Considering CPH and U.K. hotels' historical
performance during the financial crisis, in our view a 15%
decline in EBITDA from our base case is appropriate for the
particular business of the borrower.

"Our downside DSCR analysis resulted in a strong resilience score
for the class A notes.

The combination of a strong resilience score and the 'bbb' anchor
derived in the base-case results in a resilience-adjusted anchor
of 'a-' for the class A notes."

The issuer's GBP80 million liquidity facility balance represents
about 7.8% of liquidity support, measured as a percentage of the
current outstanding balance of the class A notes, which is below
the 10% level we typically consider for significant liquidity
support. Therefore, we have not considered any further uplift
adjustment to the resilience-adjusted anchor for liquidity.

Modifiers Analysis

The expected maturity date of the class A4 notes, which rank pari
passu with all other senior notes, falls in August 2025. As this
is beyond the seven-year repayment window S&P typically considers
under its corporate securitization criteria, S&P has lowered by
one notch the resilience-adjusted anchor to account for the long
tenor of the expected maturity date.

Comparable Rating Analysis

Due to its cash sweep amortization mechanism, the transaction
relies significantly on future excess cash. At the same time,
long-term forecasts of remote cash flows in the U.K. short-stay
parks sector remain uncertain, notably due to the presence of
event risk and exposure to changing consumer preferences over the
long term. To account for this combination of factors, S&P
applied a one-notch decrease to the senior class A notes.

CLASS B NOTES

S&P's ratings on the junior class B notes only address the
ultimate repayment of principal and interest on or before their
legal final maturity dates in February 2047.

The class B3-Dfrd and B4-Dfrd notes are structured as soft-bullet
notes due in February 2047, but with interest and principal due
and payable to the extent received under the B3-Dfrd and B4-Dfrd
loans. Under the terms and conditions of the class B3-Dfrd and
B4-Dfrd loans, if the loans are not repaid on their expected
maturity dates (August 2022 and 2025), interest would no longer
be due and would be deferred. Similarly, if the class A loans are
not repaid on the second interest payment date following their
respective expected maturity dates, the interest on the class B
loans would be deferred. The deferred interest, and the interest
accrued thereafter, becomes due and payable on the final maturity
date of the class B3-Dfrd and B4-Dfrd notes in 2047. S&P said,
"Our analysis focuses on scenarios in which the loans underlying
the transaction are not refinanced at their expected maturity
dates. We therefore consider the class B3-Dfrd and B4-Dfrd notes
as deferring accruing interest one year after the class A3 notes'
expected maturity date and receiving no further payments until
all of the class A debt is fully repaid."

Moreover, under their terms and conditions, further issuances of
class A notes are permitted without consideration given to any
potential impact on the then current ratings on the outstanding
class B notes.

Both the extension risk, which S&P views as highly sensitive to
the future performance of the borrowing group given its
deferability, and the ability to issue more senior debt without
consideration given to the class B notes, may adversely affect
the ability of the issuer to repay the class B3-Dfrd and B4-Dfrd
notes. As a result, the uplift above the borrowing group's
creditworthiness reflected in our ratings is limited.

COUNTERPARTY RISK

As highlighted in S&P' previous review, the bank account and
liquidity facility agreements in place in the transaction are not
in line with its current counterparty criteria.

As a result, the maximum supported rating continues to be the
lowest issuer credit rating among the bank account and liquidity
providers. Currently, the lowest rated provider is The Royal Bank
of Scotland PLC, which acts both as issuer liquidity provider and
borrower bank account provider.

OUTLOOK

A change in S&P's assessment of the borrower's business risk
profile would likely lead to rating actions on the notes. S&P
would require higher/lower DSCRs for a weaker/stronger business
risk profile to achieve the same anchors.

UPSIDE SCENARIO

S&P said, "We consider any upward revision of the borrower's
business risk profile as remote at this stage. It will depend on
increased geographical and format diversification, increase in
scale, translated to growth in revenues and EBITDA, as well as
maintenance of sound profitability. Additionally, we seek a
longer track record of its ability to manage events risks.

"We may consider raising our ratings on the class A notes if our
minimum projected DSCRs goes above 2.4:1 in our base-case
scenario."

DOWNSIDE SCENARIO

S&P said, "We could also lower our ratings on the notes if we
were to lower the business risk profile on the borrower to weak
from fair. This could occur if CPH's operating performance were
to deteriorate materially due to macroeconomic, geopolitical
event risks, or a change in customer preference resulting in
substantial decline in RevPAL performance to about GBP150 per
night and EBITDA margin moving below 30%. Additional rating
drivers could arise from events that could have material
reputational impact.

"We may also consider lowering our ratings on the class A notes
if our minimum projected DSCRs fall below 1.8:1 in our base-case
scenario."

RATINGS LIST

  CPUK Finance Ltd.

  GBP1,760 Million Fixed-Rate Secured Notes (Including Tap
  Issuances)

  Class                 Rating

  Ratings Affirmed

  A2                    BBB (sf)
  A3                    BBB (sf)
  A4                    BBB (sf)
  B3-Dfrd               B (sf)
  B4-Dfrd               B (sf)


POUNDLAND: Parent to Meet with Creditors to Discuss Future Ops
--------------------------------------------------------------
Sabah Meddings at The Times reports that the scandal-hit parent
company of high street discount chain Poundland will this week
face key creditors and insurers at a meeting that could determine
the future of its British retail operations.

Poundland is already under intense pressure after Atradius -- one
of the credit insurers on which suppliers rely to ensure they get
paid -- reduced its cover for the group, The Times relates.
Reliable industry sources say another credit insurer, Euler
Hermes, is also considering cutting cover, The Times notes.

Suppliers usually require credit insurance when making
deliveries, and withdrawal of the cover can be a sign of acute
problems at a retailer, The Times states.


SEADRILL LTD: Unsecured Creditors to Examine John Fredriksen
------------------------------------------------------------
Mikael Holter at Bloomberg News reports that the official
committee representing Seadrill Ltd.'s unsecured creditors called
in the offshore driller's Chairman John Fredriksen for an
"examination," where the billionaire will be asked questioned
about his involvement in the company's operations and
restructuring efforts.

In a court document filed on Dec. 13, the Official Committee of
Unsecured Creditors notified Mr. Fredriksen that it "intends to
conduct an examination" of him on Jan. 25 in Houston, Bloomberg
relates.  The committee's lawyers, as cited by Bloomberg, said in
the notice the examination may go on for several days, and be
videotaped.

The committee is asking Mr. Fredriksen to provide, by Dec. 27,
all communications with advisers, fellow investors, banks and
others on the restructuring plan in which he committed to take
the lead in injecting more than US$1 billion into the indebted
offshore driller, Bloomberg discloses.

The committee also lists 21 topics on which they intend to
question the Norwegian-born billionaire, from the restructuring
agreement to his relationship with various companies and
transactions conducted by Seadrill going back as far as 2013,
Bloomberg states.

                    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.



                            *********

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.


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

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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