/raid1/www/Hosts/bankrupt/TCREUR_Public/171221.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

          Thursday, December 21, 2017, Vol. 18, No. 253


                            Headlines


F R A N C E

ASCOMETAL: Attracts Four Potential Buyers, Union Officials Say


G E R M A N Y

CBR FASHION: S&P Assigns 'B' LT Corp. Rating, Outlook Stable
HVB FUNDING: Fitch Affirms BB Hybrid Capital Notes Rating
NIKI LUFTFAHRT: Can Keep Valuable Runway Slots Amid Sale Process


I R E L A N D

MAGELLAN MORTGAGES NO. 4: S&P Affirms B- Rating on Class D Notes


I T A L Y

INTESA SANPAOLO: Fitch Affirms B+ Rating on AT1 Notes
ITALCARNI SOC: December 31 Deadline Set for Irrevocable Bids
UNICREDIT SPA: Fitch Affirms B+ Rating on AT 1 Notes


K A Z A K H S T A N

ATF BANK: Fitch Hikes Long-Term IDR to B, Outlook Stable


N E T H E R L A N D S

FIAT CHRYSLER: Fitch Raises LT Issuer Default Rating to 'BB'
PRINCESS JULIANA: Moody's Confirms Ba1 Rating on $142.6MM Notes


S P A I N

BBVA LEASING 1: Moody's Affirms C Rating on Class C Notes
FTPYME TDA 4: Moody's Affirms C(sf) Rating on Class D Notes
SANTANDER EMPRESAS 2: Moody's Affirms C(sf) Rating on Cl. F Notes
SRF 2017-2: Moody's Assigns Ba3 Rating to Class D Notes


U N I T E D   K I N G D O M

BRIGHTHOUSE GROUP: Moody's Lowers GBP220MM Sr. Notes Rating to Ca
CARILLION PLC: Moves New CEO's Start Date to January 22
ELLI INVESTMENTS: S&P Lowers CCR to 'SD' on Missed Coupon Payment
EXPRO HOLDING: Moody's Lowers CFR to Caa2, Outlook Negative
GREENSANDS UK: Fitch Affirms B+ Long-Term IDR, Outlook Stable

NEWDAY PARTNERSHIP VFN-P1 V1: Fitch Rates Cl. F Notes 'Bsf'
NEWDAY FUNDING VFN-F1 V1: Fitch Rates Class F Notes 'Bsf'
SALISBURY II-A: Fitch Affirms 'BB+(EXP)' Rating on Class L Notes
TOYR 'R' US: Pension Protection Fund Files Proxy Vote Against CVA


                            *********



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F R A N C E
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ASCOMETAL: Attracts Four Potential Buyers, Union Officials Say
--------------------------------------------------------------

Gilbert Reilhac, Maytaal Angel and Clara Denina at Reuters report
that troubled French steelmaker Ascometal has drawn interest from
four potential buyers, union officials said on Dec. 19, with
commodity group Liberty House and Swiss steel firm Schmolz +
Bickenbach confirming their interest.

Ascometal, which employs more than 1,300 people, filed for court
protection last month after weak steel and oil markets in the
past two years undermined an attempted recovery following a
previous buyout in 2014, Reuters recounts.

According to Reuters, union officials said three companies --
Liberty House, Schmolz + Bickenbach and Spain's Sidenor --
submitted offers by a Monday deadline set by a court in eastern
France while an unnamed party submitted a letter of intention.

A source close to the matter, meanwhile, said that one of the
offers was for the whole of Ascometal and supported by the
company, which supplies industries including oil production and
car making, Reuters relates.

French daily Le Monde, as cited by Reuters, said that the fourth
potential buyer for Ascometal was Italian steel firm Beltrame.

A court hearing is scheduled for Jan. 10 to review offers,
Reuters discloses.


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


CBR FASHION: S&P Assigns 'B' LT Corp. Rating, Outlook Stable
------------------------------------------------------------
S&P Global Ratings said that it had assigned its 'B' long-term
corporate rating to CBR Fashion Holding GmbH, a Germany-based
designer and distributor of womenswear fashion products. The
outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue rating to
the EUR450 million fixed-rate senior secured notes maturing in
2022 (5.125% coupon), with a '4' recovery rating, indicating our
expectations of 40% recovery in the event of a payment default.
The notes were issued by the financial subsidiary CBR Fashion
Finance B.V. and are guaranteed by CBR and certain subsidiaries.

"We also assigned a 'BB-' issue rating to the EUR30 million super
senior revolving credit facility (RCF; EURIBOR+400 basis points).
The recovery rating on the super senior debt is '1', indicating
our expectation of 95% recovery in the event of a payment
default. The super senior RCF was borrowed by CBR Fashion GmbH, a
wholly owned subsidiary of CBR.

"The final ratings are in line with the preliminary ratings that
we assigned on Oct. 23, 2017, following the successful
refinancing in line with our assumptions."

CBR designs and sells womenswear products, enjoying a No. 5
position in terms of retail sales in the fragmented mainstream
segment of the German womenswear market. In 2016, the group
reported EUR583.0 million of revenues (a 3.9% decrease versus
2015) and EUR87.7 million of EBITDA, while generating roughly
EUR30.0 million of free operating cash flow (FOCF).

S&P said, "The rating on CBR reflects our view that the group
maintains a solid position in its core markets where it competes
through two independent brands, Cecil and Street One. We believe
these two brands have a solid customer base in Germany
(approximately 70% of total sales in 2016), but that their
ability to attract new customers, like that of CBR, is limited."

This explains part of the decline in sales observed since 2014
and our estimate that the group will report slightly declining-
to-flat revenues of negative 3%-0% over 2017-2019. In recent
years, large retail players such as Hennes & Mauritz AB (H&M) and
Inditex Group have increasingly dominated the market and have
established their presence in all the major European cities. In
contrast, CBR competes mainly through the wholesale channel (81%
of total sales in 2016). This model has the advantage of low
capital intensity, as evident in the group's consistently solid
operating margin (15% reported EBITDA margin in 2016). However,
the wholesale model limits the group's control over the
positioning of its products at the point of sale and its
influence over end customers, which translates into weaker brand
identity and lower pricing power than more retail-oriented
companies. For these reasons, we evaluate positively the
increasing exposure to the fast-growing e-commerce channel, where
CBR currently generates 12% of sales, with very healthy growth
rates.

In S&P's view, the business risk profile is supported by very
quick time to market (two to 14 weeks from the design to the sale
of its collections), allowing the group to design and sell 12
collections per year, generating significant competitive
advantage with the delivery of products ahead of competitors and
rapid implementation of the latest fashion trends. Bestselling
products for each collection are available at the point of sale
within 24-48 hours of an order from a wholesale partner. More
importantly, the 12 collections per year allow wholesale partners
to generate high traffic in their stores. CBR maintains core
activities in house (design, marketing, and sales), while it
outsources noncore activities such as production and logistics.
This helps to reduce fixed costs and keeps operations asset
light.

The group has a flexible cost structure, with variable costs
accounting for about 70% of total costs. This largely explains
the reported EBITDA margin of about 15% over 2015-2016, which
compares well with the sector average. CBR also has low working
capital requirements, thanks to a very limited inventory
position, as the majority of total sales are generated on a
preordered basis.

S&P said, "We note that at the end of 2015 the group experienced
a major information technology issue that affected key processes
such as delivery and invoice processing. Its effects extended
into 2016, affecting relationships with partners and resulting in
lower orders. We understand that the effects of this issue should
be fully resolved in 2017.

"We expect profitability to slightly decline over 2017-2019
because of increasing marketing, staff, and rent expenses driven
by the group's strategy to expand the e-commerce operations and
to selectively enlarge its retail network with new store openings
and new outlet points of sale over 2017 to 2020.

"Our assessment of the company's financial risk profile is
underpinned by our expectation of adjusted debt to EBITDA of
6.0x-6.5x over 2017-2019, including the subordinated shareholder
loans outstanding (EUR90 million-EUR110 million including the
accrued and unpaid interests).

"We also take into account our expectation of positive annual
FOCF generation (EUR25 million-EUR35 million) over the next three
years. Furthermore, we evaluate positively the forecast adjusted
funds from operations (FFO) to cash interest of 3.0x-4.0x over
the same period.

"Since 2007, the private equity firm EQT owns roughly 97% of the
total group's equity interest. Our assessment of the CBR's
financial risk profile is consistent with its ownership by a
financial sponsor.

"The stable outlook reflects our view that the group will
maintain a solid position in the German mainstream segment of the
womenswear market, leveraging the momentum of e-commerce and
progressive expansion in the retail channel. We expect the
reported EBITDA margin to decline to 14.0%-14.5% in 2017 from
about 15.0% reported in 2016, reflecting the group's ambition to
selectively expand in the retail channel, which will require
higher marketing costs and increased staff and rent expenses.
We do not anticipate significant pressures on FOCF, which we
expect at EUR25 million-EUR35 million over the next three years.
Our stable outlook also reflects our view that the company will
maintain adjusted debt to EBITDA of 6.0x-6.5x and FFO to cash
interest of 2x-4x.

"We could lower the ratings if FOCF weakens and approaches zero
or FFO cash interests falls to 2x or less. This could happen if,
for example, there is clear evidence that earnings from the
wholesale segment are shrinking, and CBR fails to efficiently
expand its retail and e-commerce channels, resulting in weaker
profitability. In particular, the ratings could come under
pressure if the EBITDA margin contracts by more than 200 basis
points in the next 12 months, coupled with higher-than-expected
working capital absorption.

"In our view, the potential for a positive rating action is
remote. We could upgrade CBR if our assessment of its credit
metrics improves and adjusted debt to EBITDA is maintained
consistently below 5x. An upgrade would also hinge on a clear
commitment from the owner to deleverage and to a long-term
investment strategy so that the risk of releveraging beyond 5x is
low."


HVB FUNDING: Fitch Affirms BB Hybrid Capital Notes Rating
---------------------------------------------------------
Fitch Ratings has affirmed UniCredit Bank AG's (HVB) Long-Term
Issuer Default Rating (IDR) at 'BBB+' with a Negative Outlook,
and Viability Rating (VR) at 'bbb+'.

KEY RATING DRIVERS
IDRS, VR AND SENIOR UNSECURED DEBT

The IDRs and senior unsecured debt ratings of HVB reflect its
standalone credit strength, as expressed by its VR, on which the
bank's strong capitalisation has a high influence. The VR also
reflects a largely wholesale business model based on HVB's well-
established domestic corporate and investment banking franchise,
the bank's solid asset quality, which benefits from a resilient
German economy, as well as the bank's moderate, albeit somewhat
volatile, profitability.

HVB's capital ratios remain well above those of its peers, even
after a EUR3 billion one-off dividend payment to the bank's
parent, UniCredit S.p.A. (UC; BBB/Stable/bbb) in 2Q17, with a
fully loaded common equity Tier 1 (CET1) ratio of 21.2% at end-
1H17. Fitch expect its capitalisation to remain sound and to
comfortably exceed regulatory requirements, and UC and HVB have
agreed with their respective national regulators that HVB's own
funds ratio will not fall below 13%. This continues to support
its VR, which is one notch above UC's VR. HVB has considerably
reduced its funding exposure to UC entities in the last few
years, and Fitch expects an increasing portion of HVB's funding
to be down-streamed from its parent to meet regulatory
requirements under the group's preferred single-point-of-entry
resolution strategy. Fitch typically does not rate a subsidiary's
VR more than a notch above its parent's within the eurozone.

The Negative Outlook on HVB's Long-Term IDR reflects Fitch's
expectation that capital and funding will become more fungible
within the UC group entities that operate in the eurozone, and
that, as a result, material capital upstreaming that could
constrain HVB's financial flexibility has become more likely.

The special dividend to UC in 2Q17 supports Fitch expectation
that capital is increasingly managed across the UC group. HVB's
intention to distribute the vast majority of its profits to UC in
the next few years should result in minimal internal capital
generation at the German entity because the bank's capital ratios
are already high.

HVB's earnings recovered in 1H17 on the back of stronger trading
results after several years of modest profit, and compares
favourably with most large German banks'. Broadly stable
commercial banking (CB) profits mitigate the intrinsic volatility
of corporate & investment bank (CIB) earnings. Fitch expect that
HVB's adequate pricing discipline in corporate lending and the
cost-reduction measures it has taken will continue to mitigate
the prevailing regulatory cost pressure and tightening margins
driven by intense competition in German corporate banking.

However, low interest rates and intense competition in German
corporate banking are putting pressure on interest margins and
commission income in all segments. Moreover, Fitch believe that
HVB faces somewhat limited growth prospects in corporate banking
and CIB in Germany's saturated market. In addition, the modest
contribution of household clients to the commercial banking
segment's performance reflects the bank's limited retail presence
in few German regions.

HVB's asset quality benefits from the bank's focus on Germany.
Loan impairment charges (LICs) in 2016 and 1H17 remained well
below their long-term average despite a sharp increase in
provisioning for ship financing in 4Q16. HVB is vulnerable to
further deterioration of its exposure to the troubled shipping
sector. However, total LICs are unlikely to revert to their long-
term average in the short term. HVB continues to work out higher-
risk non-core assets but has run down its non-performing loans
(NPLs) less actively than its German peers.

HVB's funding is adequate despite some reliance on wholesale
funds. The long maturities of its debt and its sizeable client
deposit base limit its issuance needs. The bank took up EUR12.6
billion of the ECB's long-term refinancing operations in 2016 and
1H17, driven by the low cost of this funding source. Fitch expect
that HVB will receive an increasing proportion of funding from
its parent because the group has announced that UC will be the
issuing entity for instruments intended to meet total loss
absorbing capacity (TLAC) and minimum requirement for own funds
and eligible liabilities requirements.

DERIVATIVE COUNTERPARTY RATING (DCR) AND DEPOSIT RATINGS

HVB's DCR and Deposit Ratings are aligned with the bank's IDRs.
The bank's qualifying junior and vanilla senior unsecured debt
buffers are large, but Fitch believe that their sustainability is
not yet clear. There are still some uncertainties on the timing
of UC's plans to allocate TLAC within the group, which Fitch
expect will change HVB's liabilities structure over the medium
term.

SUPPORT RATING

HVB's Support Rating (SR) indicates a 'BB-' long-term rating
floor based on institutional support. It reflects Fitch's opinion
that despite UC's strong propensity to support HVB, the parent's
constrained ability to do so results in a moderate likelihood of
extraordinary support. This is because of the large solvency
support that HVB would likely require relative to the capital
available in the rest of the group, given that a large share of
UC's consolidated equity is in HVB. Fitch view of UC's strong
propensity to support primarily reflects HVB's role as the
group's investment banking hub and sizeable corporate banking
operations in Europe's largest economy.

SUBORDINATED DEBT AND HYBRID SECURITIES
HVB's Tier 2 subordinated debt is rated one notch below the
bank's VR for loss severity to reflect below-average recovery
prospects.

The bank's hybrid capital notes issued through HVB Funding Trusts
I and II are rated four notches below the bank's VR: two notches
for loss severity and two notches for incremental non-performance
risk. While the regulator could order a coupon deferral in line
with the terms and conditions of these profit-linked instruments,
Fitch view such intervention as unlikely in light of HVB's solid
standalone financial profile.

RATING SENSITIVITIES
IDRS, VR AND SENIOR UNSECURED DEBT

HVB's IDRs, VR and unsecured debt ratings are primarily sensitive
to a change in UC's IDRs. The bank's VR and IDR are sensitive to
rising integration and fungibility of capital and funding within
the UC group, which Fitch view as likely under the European
Single Supervision and Single Resolution Mechanisms.

Under Fitch's criteria, a highly integrated bank that accounts
for a large share of its parent's consolidated assets and overall
credit profile can be assigned a common VR with its parent.
Therefore, Fitch would probably assign common VRs to UC and HVB
if Fitch conclude that lower restrictions on capital movements
within the UC group make it impossible to separate the credit
profiles of its largest subsidiaries. HVB's VR, and therefore
IDR, would then converge towards UC's ratings, which are
currently one notch below HVB's. Further clarity on the group's
resolution plan could indicate that capital has become more
fungible, particularly if accompanied by the preplacement of
internal loss absorbing capital from UC into HVB.

A downgrade of the parent would lead to a downgrade of HVB's
ratings because Fitch believe a weakening of UC's financial
strength would increase the risk of upstreaming further capital
from HVB. An upgrade of HVB's ratings would be dependent on an
upgrade of UC's ratings.

Apart from UC's influence, HVB's VR and IDRs are also sensitive
to a decline in the subsidiary's recurring operating
profitability.

DCR AND DEPOSIT RATINGS
HVB's DCR and Deposit Ratings are primarily sensitive to changes
in the bank's IDRs. The DCR and Deposit Ratings could be notched
above HVB's IDRs if Fitch conclude that the bank's qualifying
junior and vanilla senior debt buffers are sufficient on a
sustained basis to restore viability and prevent a default on
derivative obligations and deposits after a failure. Fitch
believe that further clarity on the sustainability of these
buffers should become available when UC starts to downstream
internal TLAC into HVB.

The DCR and Deposit Ratings are also sensitive to future changes
to the resolution regime, which may alter the hierarchy of the
various instruments in a resolution, although this is not Fitch
current expectation in Germany.

SUPPORT RATING
The SR is sensitive to significant changes to UC's ability to
support HVB, which could be indicated by a change to UC's
ratings. It is also sensitive to negative changes to Fitch's view
of UC's propensity to provide support, which Fitch currently do
not expect. Fitch would withdraw HVB's SR if Fitch decide to
assign a common VR to UC and HVB.

SUBORDINATED DEBT AND HYBRID SECURITIES

HVB's subordinated debt and hybrid securities' ratings are
sensitive to changes in the bank's VR or to a change in the
securities' notching, which could arise if Fitch change Fitch
assessment of the notes' loss severity or relative non-
performance risk.

The rating actions are as follows:

UniCredit Bank AG
Long-Term IDR affirmed at 'BBB+', Outlook Negative
Short-Term IDR affirmed at 'F2'
Viability Rating affirmed at 'bbb+'
Derivative Counterparty Rating affirmed at 'BBB+(dcr)'
Deposit Ratings affirmed at 'BBB+/F2'
Support Rating affirmed at '3'
Senior unsecured certificates of deposit affirmed at 'F2'
Senior unsecured debt issuance programme affirmed at 'BBB+/F2'
Senior unsecured MTN programme affirmed at 'BBB+'
Senior unsecured EMTN programme affirmed at 'BBB+/F2'
Senior unsecured notes affirmed at 'BBB+'
Tier 2 subordinated notes affirmed at 'BBB'

HVB Funding Trusts I and II
Hybrid capital notes affirmed at 'BB'


NIKI LUFTFAHRT: Can Keep Valuable Runway Slots Amid Sale Process
----------------------------------------------------------------
Shadia Nasralla, Alexandra Schwarz-Goerlich, Maria Sheahan,
Victoria Bryan at Reuters report that Air Berlin's unit Niki can
keep its valuable runway slots while Austria's Transport Ministry
examines its insolvency filing, the airspace regulator said amid
growing interest in the carrier from potential bidders.

Niki's workers' council chief said on Dec. 15 the sale had to be
agreed within seven days as its runway slots, or take-off and
landing rights, would be lost after that point, Reuters relates.

But a spokesman for airspace regulator Austro Control said no
such deadline existed and the slots, among Niki's most attractive
assets, would remain untouched for as long as the ministry was
looking into the airline's insolvency filing, Reuters notes.

"I cannot say anything about the length of the investigation for
which there are no designated deadlines.  The investigation at
the Transport Ministry has been ongoing since (Niki) filed for
insolvency," Reuters quotes the spokesman as sayying.

Niki's administrator said bidders have until today, Dec. 21, to
submit offers, 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.


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I R E L A N D
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MAGELLAN MORTGAGES NO. 4: S&P Affirms B- Rating on Class D Notes
----------------------------------------------------------------
S&P Global Ratings affirmed and removed from CreditWatch positive
its credit rating on Magellan Mortgages No. 4 PLC's class B
notes. At the same time, we have raised our rating on the class A
notes, and affirmed our ratings on the class C and D notes.

S&P said, "The rating actions follow our credit and cash flow
analysis of the most recent transaction information that we have
received as of the September 2017 payment date. We have applied
our European residential loans criteria, our structured finance
ratings above the sovereign (RAS) criteria, and our current
counterparty criteria.

"On Oct. 10, 2017, we placed on CreditWatch positive our rating
on Magellan Mortgages No. 4's class B notes following our Sept.
15, 2017 upgrade of Portugal.

"Since our previous full review, available credit enhancement,
has increased for all classes of notes.

  Class         Available credit
                 enhancement (%)
  A                         9.49
  B                         6.64
  C                         5.05
  D                         2.19

This transaction features a nonamortizing reserve fund, which is
at its required level of EUR9 million. The notes are currently
amortizing pro rata.

S&P said, "Severe delinquencies of more than 90 days (including
defaults) are at 4.01%, and are lower than our Portuguese
residential mortgage-backed securities (RMBS) index. Defaults are
defined as mortgage loans in arrears for more than 365 days in
this transaction. Unlike other Portuguese RMBS transactions that
we rate, the servicer does not report gross cumulative defaults.
The prepayment level, at about 4.20%, is also lower than our
Portuguese RMBS index.

"After applying our European residential loans criteria to this
transaction, our credit analysis results show a decrease in the
weighted-average foreclosure frequency (WAFF) and in the
weighted-average loss severity (WALS)."

  Rating level     WAFF (%)   WALS (%)
  AAA                 18.72      16.22
  AA                  13.92      12.89
  A                   11.43       7.55
  BBB                  8.30       5.14
  BB                   5.28       3.67
  B                    4.44       2.52

S&P said, "The WAFF decreased since our previous review mainly
because it benefitted from the pool's high seasoning and the
lower arrears level. The WALS decreased mainly due to the
application of our updated market value decline assumptions. The
overall effect is a decrease in the required credit coverage for
each rating level.

"Under our RAS criteria, this transaction's notes can be rated up
to four notches above the sovereign rating, subject to credit
enhancement being sufficient to pass a severe test. As our
unsolicited foreign currency long-term sovereign rating on the
Republic of Portugal is 'BBB-', our RAS criteria cap at 'A (sf)'
our rating on the class A notes.

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

"We consider that the current available credit enhancement for
the class A notes supports higher rating stresses than those at
the currently assigned rating. We have therefore raised to 'A
(sf)' from 'A- (sf)' our rating on the class A notes.

"We consider that the available credit enhancement for the class
B, C, and D notes is commensurate with the currently assigned
ratings. We have therefore affirmed and removed from CreditWatch
positive our 'BB+ (sf)' rating on the class B notes, and affirmed
our ratings on the class C and D notes.

"In our opinion, the outlook for the Portuguese residential
mortgage and real estate market is not benign and we have
therefore increased our expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when we apply our European
Residential loans criteria, to reflect this view."

Magellan Mortgages No. 4 is a Portuguese RMBS transaction, which
closed in July 2006 and securitizes first-ranking mortgage loans
that Banco Commercial Portugues S.A. originated.


  RATINGS LIST

  Class           Rating
            To             From

  Magellan Mortgages No. 4 PLC
  EUR1.522 Billion Mortgage-Backed Floating-Rate Notes

  Rating Raised
  A         A (sf)         A- (sf)

  Rating Affirmed And Removed From CreditWatch Positive
  B         BB+ (sf)       BB+ (sf)/Watch Pos

  Ratings Affirmed
  C         BB (sf)
  D         B- (sf)


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I T A L Y
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INTESA SANPAOLO: Fitch Affirms B+ Rating on AT1 Notes
-----------------------------------------------------
Fitch Ratings has affirmed Intesa Sanpaolo S.p.A.'s (IntesaSP)
Long-Term Issuer Default Rating (IDR) at 'BBB' and its Viability
Rating (VR) at 'bbb'. Fitch has also affirmed subsidiary Banca
IMI's Long-Term IDR at 'BBB'. The Outlooks are Stable.

KEY RATING DRIVERS
IDRS, VR AND SENIOR DEBT

IntesaSP's ratings reflect its leading franchises in several
market segments in Italy and its diversified business model,
which differentiates the bank domestically and has allowed it to
generate better and more stable profitability than domestic
peers. This balances the bank's weak asset quality. The ratings
also factor in IntesaSP's good execution capability, which has
allowed higher recoveries on outstanding non-performing loans
(NPLs). The bank's improved risk appetite has contributed to
lower inflows of new impaired loans since 2007. Capitalisation is
satisfactory and maintained with ample buffers over regulatory
minimum requirements, although unreserved impaired loans relative
to capital as well as its gross impaired loans ratio remain high
by global industry averages. The ratings also reflect the group's
diversified funding and strong liquidity position.

IntesaSP's performance reflects its well-diversified business and
strong franchise in Italy, which have supported profitability
through low interest rates better than domestic peers. Fitch
believes that the bank's predominantly domestic focus leaves its
profitability and asset quality correlated with the performance
of the Italian economy. Fitch believe that the acquisition of
certain activities of two failed banks, Banca Popolare di Vicenza
and Veneto Banca, could become a good business fit for IntesaSP's
corporate and retail banking franchise and for its asset
management activities. Fitch expects the benefits from the
integration to materialise from 2018.

IntesaSP's asset-quality indicators are improving and compare
well with domestic industry averages. However, its gross impaired
loans ratio remains very high by international comparison at
13.8% at end-3Q17. The group's improved risk controls and more
conservative underwriting standards, combined with a mildly
improving economic environment in Italy, have helped reduce
inflows of new NPLs, which in 9M17 fell to their lowest level
since 2007. In 2017, the bank has followed a more active approach
towards reducing impaired loans by means of accelerated
recoveries and selective portfolio disposals. IntesaSP's targets
a problem loans ratio, as calculated by the bank, of 10.5% by
end-2019, which Fitch believe is achievable. Impaired loans were
53% covered at end-3Q17, which Fitch consider is acceptable if
the bank continues its strategy of recovering impaired loans
rather than selling them.

Profitability has been fairly stable over economic cycles, due to
business diversification and a retail banking focus, but also
given the bank's adequate ability to keep operating efficiency
under control. IntesaSP's income generation has benefited from an
increasing contribution from commission income. At end-3Q17, net
commissions accounted for over 40% of its operating revenue and
have been increasingly compensating for the reduced net interest
income that has suffered from prolonged low interest rates and
strong competition for higher-quality borrowers. Loan impairment
charges (LICs) had decreased by over 20% year on year at end-
September 2017 because of a gradual improvement in asset quality.
However, Fitch expect LICs to remain high in absolute terms to
allow IntesaSP to reduce NPLs more rapidly.

IntesaSP's Fitch Core Capital (FCC)/risk-weighted assets and
regulatory common equity Tier 1 ratios at 13% at end-3Q17 were
satisfactorily above minimum requirements. Fitch believes that
the bank enjoys stronger capital flexibility than many other
Italian banks because of its ability to generate profit and
access the capital market.

Shareholder remuneration is a cornerstone of IntesaSP's strategy,
which has resulted in relatively high dividend pay-outs and in
low retained earnings. However, Fitch does not expect the bank to
prioritise dividend distribution over capital retention if the
latter is needed. Capital encumbrance from unreserved impaired
loans remains high at about 66% of FCC at end-3Q17, but the ratio
has improved consistently since 2015, and Fitch expects further
improvements if the bank continues to execute its NPLs strategy
in line with its stated objectives.

The group's funding is stable and underpinned by an ample retail
customer deposit base. Customer deposits have been resilient
through the economic cycle and have grown over the past two years
because of IntesaSP's reputation as one of Italy's safest banks.
IntesaSP has demonstrated its ability to attract wholesale
funding also in times of stress in the domestic banking industry
in Italy and is a regular issuer in the domestic and
international debt markets. International subsidiaries are
largely self-funded. IntesaSP's liquidity is strong and backed by
an ample portfolio of unencumbered liquid assets. The bank
maintains its regulatory liquidity coverage and net stable
funding ratios well above minimum requirements.

IntesaSP's 'F2' Short-Term IDR, the higher of the two
possibilities for a 'BBB' Long-Term IDR under Fitch criteria,
reflects the bank's good funding and liquidity and Fitch view
that short-term liquidity is supported by access to central bank
facilities.

The ratings of the senior debt issued by IntesaSP's funding
vehicles, Intesa Sanpaolo Bank Ireland, Intesa Sanpaolo Bank
Luxembourg, S.A. and Intesa Funding LLC, are equalised with that
of the parent because the debt is unconditionally and irrevocably
guaranteed by IntesaSP and Fitch expects the parent to honour
this guarantee.

SUPPORT RATING AND SUPPORT RATING FLOOR

The bank's Support Rating and the Support Rating Floor reflect
Fitch's view that senior creditors cannot rely on receiving full
extraordinary support from the sovereign if a bank becomes non-
viable. The EU's Bank Recovery and Resolution Directive and the
Single Resolution Mechanism for eurozone banks provide a
framework for resolving banks that requires senior creditors to
participate in losses, if necessary, instead of, or ahead of, a
bank receiving sovereign support.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital securities issued by
IntesaSP are notched down from the VR in accordance with Fitch's
assessment of each instrument's respective non-performance and
relative loss severity risk profiles.

Tier 2 subordinated debt is rated one notch below the VR for loss
severity to reflect Fitch expectation of below-average recovery
prospects. No notching is applied for incremental non-performance
risk because write-down of the notes will only occur once the
point of non-viability is reached and there is no coupon
flexibility before non-viability.

The legacy Upper Tier 2 debt rating reflects its higher loss
severity given its subordination to senior unsecured and
subordinated Tier 2 obligations (two notches) and incremental
non-performance risk (one notch) for its cumulative coupon
deferral subject to constraints.

Legacy Tier 1 notes are notched four times from the VR, two
notches for loss severity for deep subordination and another two
for non-performance risk as coupon deferral is constrained by
look-back clauses.

Additional Tier 1 notes are rated five notches below the VR, two
notches for loss severity relative to senior unsecured creditors
and three notches for incremental non-performance risk, the
latter notching reflecting the instruments' fully discretionary
interest payment.

SUBSIDIARY AND AFFILIATED COMPANY

The ratings of IntesaSP's Italian subsidiary Banca IMI are based
on institutional support from its parent and reflect Fitch's view
of its core function and extremely high integration within the
group.
DCRs
IntesaSP and Banca IMI's DCRs are at the same level as their
Long-Term IDRs because in Italy derivative counterparties have no
preferential legal status over other senior obligations in a
resolution.

SENIOR STATE-GUARANTEED SECURITIES

The long-term rating of the state-guaranteed debt, which was
transferred to IntesaSP upon the acquisition of certain
activities of Banca Popolare di Vicenza's and Veneto Banca's, is
based on Italy's direct, unconditional and irrevocable guarantee
for the issues, which covers payments of both principal and
interest. Italy's guarantee was issued by the Ministry of Economy
and Finance under Law Decree 23 December 2016, n. 237,
subsequently converted into law 15/2017. The ratings reflect
Fitch's expectation that Italy will honour the guarantee provided
to the noteholders in a full and timely manner. The state
guarantee ranks pari passu with Italy's other unsecured and
unguaranteed senior obligations. As a result, the notes' long-
term ratings are in line with Italy's 'BBB' Long-Term IDR.

RATING SENSITIVITIES
IDRS, VR, SENIOR DEBT and DCR

IntesaSP's ratings are primarily sensitive to deterioration in
the operating environment in Italy as this would affect asset
quality, earnings and capitalisation. IntesaSP's ratings are
likely to be downgraded if the bank does not meet its targets to
reduce impaired loans or if its capital remains highly exposed to
unreserved impaired loans. Similarly, deterioration in the bank's
funding and liquidity would put pressure on the ratings. Rating
upside is, in Fitch's opinion, limited and is likely to require
an upgrade of Italy's sovereign rating. However, over the longer
term IntesaSP's ratings could benefit from sustained improvements
in the economic conditions in Italy and evidence of materially
stronger asset quality combined with consistent profitability and
sound capital levels.

IntesaSP's Short-Term IDR would be downgraded if its funding and
liquidity weaken.

The ratings of the senior debt issued by Intesa Sanpaolo Bank
Ireland, Intesa Sanpaolo Bank Luxembourg, S.A. and Intesa Funding
LLC are sensitive to the same factors that affect the senior
unsecured debt issued by the parent.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the
Support Rating Floors would be contingent on a positive change in
the sovereign's propensity to support the banks. In Fitch's view,
this is highly unlikely, although not impossible.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The subordinated debt and hybrid securities' ratings are
primarily sensitive to changes in the VR, from which they are
notched. The ratings are also sensitive to a change in the notes'
notching, which could arise if Fitch changes its assessment of
their non-performance relative to the risk captured in the VRs or
their expected loss severity. For additional Tier 1 issues, this
could reflect a change in capital management or flexibility, or
an unexpected shift in regulatory buffers and requirements, for
example.

SUBSIDIARY AND AFFILIATED COMPANIES (IDR and DCR)

As Banca IMI's ratings are based on its parent's Long-Term IDR,
they are sensitive to changes in IntesaSP's propensity to provide
support and to changes in the parent's Long-Term IDR.

SENIOR STATE-GUARANTEED SECURITIES

The notes' ratings are sensitive to changes in Italy's Long-Term
IDR. If IntesaSP decides to cancel the guarantees on this senior
debt, Fitch will no longer rate the notes based on the guarantee
but might assign ratings based on IntesaSP's senior debt rating.

The rating actions are as follows:

Intesa Sanpaolo S.p.A.
Long-Term IDR: affirmed at 'BBB'; Outlook Stable
Short-Term IDR: affirmed at 'F2'
Viability Rating: affirmed at 'bbb'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Derivative Counterparty Rating: affirmed at 'BBB(dcr)'
Senior debt (including debt issuance programmes): affirmed at
'BBB'/ 'F2'
Commercial paper/certificate of deposit programmes: affirmed at
'F2'
Short-term deposits affirmed at 'F2'
Senior market-linked notes: affirmed at 'BBBemr'
Subordinated lower Tier II debt: affirmed at 'BBB-'
Subordinated upper Tier II debt: affirmed at 'BB'
Tier 1 instruments: affirmed at 'BB-'
AT1 notes: affirmed at 'B+'
State-guaranteed debt: affirmed at 'BBB'

Banca IMI S.p.A.:
Long-Term IDR: affirmed at 'BBB'; Outlook Stable
Short-Term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'
Derivative Counterparty Rating: assigned at 'BBB(dcr)'
Senior debt (including programme ratings): affirmed at 'BBB'
Senior market-linked notes: affirmed at 'BBBemr'


Intesa Sanpaolo Bank Ireland plc:
Commercial paper/short-term debt affirmed at 'F2'
Senior unsecured debt: affirmed at 'BBB'
Senior market-linked notes: affirmed at 'BBBemr'

Intesa Sanpaolo Bank Luxembourg, S.A.:
Commercial paper/short-term debt: affirmed at 'F2'
Senior unsecured debt: affirmed at 'BBB'

Intesa Funding LLC:
US commercial paper programme: affirmed at 'F2


ITALCARNI SOC: December 31 Deadline Set for Irrevocable Bids
------------------------------------------------------------
Domenico Livio Trombone, the liquidator of Italcarni Soc Coop,
Agricola, initiates the use of a competitive procedure to collect
irrevocable bids for the conclusion of a company disposal
contract governed by Italian Law, involving Italcarni.

The company is headquartered in Via Per Guastalla 21/A,
Migliarina di Carpi (MO) and is active in the slaughtering and
processing of pig meat.

The starting price is set at EUR14,000,000.

All interested parties must prepare their irrevocable and
unconditional purchase proposal by the final deadline of
December 31, 2017, sending it via certified e-mail (object:
"ITALCARNI: IRREVOCABLE COMPANY PURCHASE BID") to the certified
e-mail address of the procedure
lca615.2015modena@pecliquidazioni.it or by filing it with or
sending it by registered letter with advice of receipt to

Studio Trombone (situated in Via San Giacomo, 25, Modena-41121)
by the Final date in a sealed envelope containing the bid. In
order to be eligible, the bid must be filed with or sent by
registered letter with advice of receipt to Studio Trombone by
the final date in a sealed envelope containing (in addition to
the bid, if applicable) a bank draft amounting to 10% of the bid
price, as a non-interest-bearing deposit.


UNICREDIT SPA: Fitch Affirms B+ Rating on AT 1 Notes
----------------------------------------------------
Fitch Ratings has affirmed UniCredit S.p.A.'s Long-Term Issuer
Default Rating (IDR) at 'BBB' and its Viability Rating (VR) at
'bbb'. The Outlook on the Long-Term IDR is Stable.

KEY RATING DRIVERS
VR, IDRS, DERIVATIVE COUNTERPARTY RATING (DCR) AND SENIOR DEBT

UniCredit's ratings reflect Fitch's expectation that the bank
will continue to reduce its legacy NPLs in line with its updated
strategic plan and maintain capitalisation with satisfactory
buffers over regulatory minimums and generally in line with its
peers. Fitch believes that the bank has made good progress in
implementing its strategic plan, which it recently updated, and
that it is in a good position to meet its planned targets.

In Fitch's view, UniCredit's asset quality will remain weaker
than most of its European peers' even after the reduction
envisaged by 2019, and capital, which benefits from the capital
strengthening in 2017, remains burdened by an above-average level
of unreserved impaired loans when compared to banks in other
European countries. Fitch assessment of UniCredit also considers
that the parent bank's asset quality and returns remain weaker
than at other parts of the group, and Fitch believe that the
group's risk profile remains correlated with the operating
environment in its Italian home market. The ratings also reflect
the group's broad and diversified international franchise,
measures that the bank has taken to reduce operating expenses,
and a good and diversified funding and liquidity profile.

The EUR13 billion capital increase completed in March 2017, the
disposal of asset management company Pioneer and subsidiary Bank
Pekao, in addition to initiatives already completed in late 2016,
all contributed to the 13.8% fully loaded CET1 ratio reported by
the group at end-September 2017. The bank expects some capital
erosion from the first time adoption of IFRS 9, business growth
and the anticipation of certain regulatory changes (eg EBA
guidelines) but plans to operate with capital levels that are
satisfactorily above regulatory minimums. UniCredit plans to
operate with a minimum CET1 ratio of 12.5% and a CET1 capital
buffer above the regulatory minimum including buffers of 250bp by
end-2019 and to maintain these capital levels thereafter.

The combined effect of the capital strengthening and NPL
reductions has led to net impaired loans accounting for just
above 43% of Fitch Core Capital (FCC) at end-9M17, which is still
high when compared with global peers, but which has improved
significantly from about 70% at end-2016 and is stronger than at
most Italian peers. Fitch expects a further reduction in capital
encumbrance by impaired loans as the bank continues to reduce
NPLs as planned.

During 2017, UniCredit completed the disposal of a 50%+ vertical
tranche of a EUR17.7 billion Italian doubtful loan securitisation
transaction to two institutional investors, and has announced the
disposal of an additional 30% tranche to be completed by end-
1Q18. In addition it has sold smaller portfolios of doubtful
loans for a total of over EUR2 billion in 2017 to date. As a
result of these transactions, the bank reported a 10.4% impaired
loan ratio at end-9M17 down from 16% at end-2016.

The bank increased its targeted reduction of impaired loans by
EUR4 billion and now expects to reduce gross loans in its non-
core unit by EUR15 billion by end-2019 which should lead to a
consolidated gross non-performing exposure (NPE) ratio of 7.8%,
as calculated by the bank, by end-2019, lower than the 8.4%
announced in late 2016. UniCredit recently announced that the
residual EUR17.2 billion non-core assets remaining at end-2019
will be run down entirely by end-2025. Fitch expects the bank to
achieve the planned NPE reduction, which will improve asset
quality. However, UniCredit's targeted end-2019 NPE ratio will
still remain materially higher than the end-September 2017 EU
average of 4.4%.

UniCredit's operating profit started to improve in 2017, in line
with Fitch expectations, following the balance-sheet clean-up
undertaken in late 2016 and early 2017. Operating profit in 9M17
included the benefits of lower loan impairment charges, and the
gradual effect of cost restructuring measures, a large part of
which were completed ahead of initial plans. Fitch expect
profitability to improve further, despite the continued pressure
on asset margins as the bank has been successful in increasing
commission income.

Geographical diversification, particularly in more stable and
highly rated economies such as Germany and Austria, has proved
key to supporting the group's overall risk profile. However,
Fitch considers that the parent bank's risk profile is still
correlated with that of the Italian sovereign and with the
operating environment in Italy. Fitch believes that the bank has
made good progress in reducing its risk appetite, and a
successful record in originating low-risk business will be
important for the bank to maintain good asset quality in its core
banking operations outside the non-core unit.

UniCredit's 'F2' Short-Term IDR, the higher of the two
possibilities for a 'BBB' Long-Term IDR under Fitch criteria,
reflects its well-diversified funding and its good liquidity,
which in Fitch opinion benefit from the group's direct presence
in, and market access to investors in strong European countries,
but also its ability to access non-European markets.

The rating of senior debt issued by UniCredit's funding vehicles,
UniCredit Bank (Ireland) plc, and UniCredit International Bank
Luxembourg SA is equalised with that of the parent because it is
unconditionally and irrevocably guaranteed by UniCredit, and
Fitch expects the parent to honour this guarantee.

UniCredit's DCR is at the same level as its Long-Term IDRs
because in Italy derivative counterparties have no preferential
legal status over other senior obligations in a resolution
scenario.

SUPPORT RATINGS AND SUPPORT RATING FLOORS

The Support Rating and Support Rating Floor reflect Fitch's view
that senior creditors cannot rely on receiving full extraordinary
support from the sovereign if a bank becomes non-viable. The EU's
Bank Recovery and Resolution Directive and the Single Resolution
Mechanism for eurozone banks provide a framework for resolving
banks that requires senior creditors to participate in losses, if
necessary, instead of/or ahead of a bank receiving sovereign
support.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital securities issued by
the banks are notched down from their respective VRs in
accordance with Fitch's assessment of each instrument's
respective non-performance and relative loss-severity risk
profiles.

Tier 2 subordinated debt is rated one notch below the VRs for
loss severity to reflect below-average recovery prospects. No
notching is applied for incremental non-performance risk because
writedown of the notes will only occur once the point of non-
viability is reached and there is no coupon flexibility before
non-viability.

The legacy Upper Tier 2 debt rating reflects its higher loss
severity given its subordination to senior unsecured and
subordinated Tier 2 obligations (two notches) and incremental
non-performance risk (one notch) for its cumulative coupon
deferral subject to constraints.

Legacy Tier 1 notes are notched down four times from the VR, two
notches for loss severity for deep subordination and another two
for non-performance risk as coupon deferral is constrained by
look-back clauses.

Additional Tier 1 notes are rated five notches below the VRs, two
notches for loss severity relative to senior unsecured creditors
and three notches for incremental non-performance risk, the
latter notching reflecting the instruments' fully discretionary
interest payment.

RATING SENSITIVITIES
VR, IDRS, SENIOR DEBT AND DCR

UniCredit's ratings remain sensitive to the operating environment
in Italy, particularly as this affects asset quality and
earnings. A notable improvement in the domestic economy could be
beneficial for the ratings if accompanied by further substantial
reduction of impaired loans. An upgrade of UniCredit's ratings
would require a material further improvement in asset quality and
a successful record of consistent internal capital generation
from the group's operating profit while maintaining its reduced
risk appetite.

The ratings could be downgraded if progress in reducing the
remaining stock of impaired exposures slows down and if the bank
does not meet its targets. The ratings could also be downgraded
if there is material slippage in its cost reduction plan,
although Fitch currently do not expect this given the bank's good
progress on managing expenses.

It is possible that Fitch will assign common VRs to UniCredit and
its German subsidiary, UniCredit Bank AG (HVB), to reflect the
increasingly close integration between the two legal entities.
Capital and funding are progressively becoming more fungible
across the group, as shown by the repatriation of EUR3 billion
capital from the German subsidiary to the parent during 2017. The
German subsidiary is also large in relation to the group, highly
integrated into the parent and supervised by the same regulator,
the ECB. Further clarity on the group's resolution plan could
indicate that capital has become more fungible, particularly if
accompanied by the preplacement of internal loss-absorbing
capital from UniCredit into HVB.

The ratings of the senior debt issued by UniCredit's funding
vehicles, UniCredit Bank (Ireland) plc, and UniCredit
International Bank Luxembourg SA, are sensitive to the same
considerations as the senior unsecured debt issued by the parent.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and any upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support Italian banks. While not impossible, this is highly
unlikely, in Fitch's view.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The subordinated debt and hybrid securities' ratings are
primarily sensitive to changes in the VR, from which they are
notched. The ratings are also sensitive to a change in the notes'
notching, which could arise if Fitch changes its assessment of
their non-performance relative to the risk captured in the VRs or
their expected loss severity. For Additional Tier 1 issues this
could reflect a change in capital management or flexibility, or
an unexpected shift in regulatory buffers and requirements, for
example.

The rating actions are as follows:

UniCredit S.p.A.
Long-Term IDR: affirmed at 'BBB' Outlook Stable
Short-Term IDR: affirmed at 'F2'
VR: affirmed at 'bbb'
DCR: affirmed at 'BBB(dcr)'
SR: affirmed at '5'
SRF: affirmed at 'No Floor'
Senior unsecured debt: affirmed at 'BBB', 'F2'
Tier 2 notes: affirmed at 'BBB-'
Legacy Upper Tier 2 notes: affirmed at 'BB'
Preferred stock: affirmed at 'BB-'
AT 1 Notes: affirmed at 'B+'

UniCredit Bank (Ireland) p.l.c. (no issuer ratings assigned):
Senior unsecured notes: affirmed at 'BBB'

UniCredit International Bank (Luxembourg) S.A. (no issuer ratings
assigned):
Senior unsecured notes: affirmed at 'BBB'


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


ATF BANK: Fitch Hikes Long-Term IDR to B, Outlook Stable
--------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDRs) of ATF Bank JSC to 'B' from 'B-' and affirmed the ratings
of Bank Centercredit (BCC) at 'B'. The Outlooks on both banks'
IDRs are Stable. The agency has affirmed Subsidiary Bank Sberbank
of Russia, JSC (SBK) at 'BB+'/Positive, and maintained the
ratings of Altyn Bank JSC (Subsidiary Bank of Halyk Bank of
Kazakhstan JSC) (AB) at 'BB'/Rating Watch Positive (RWP).

KEY RATING DRIVERS - IDRS, NATIONAL LONG-TERM RATINGS (ALL BANKS)

The affirmation of SBK's 'BB+' Long-Term Foreign- and Local-
Currency IDRs and '3' Support Rating reflects Fitch's view of the
high propensity of its owner, Sberbank of Russia (SBR; BBB-
/Positive), to provide support in case of need. This view is
based on SBK's small size relative to its parent, the strategic
importance of the CIS region for SBR, and possible reputational
risks for the parent in case of a subsidiary default.

The Long-Term IDRs of ATF and BCC are in line with their
Viability Ratings (VRs), and the upgrade of ATF's Long-Term IDR
reflects the upgrade of its VR. The two banks now hold large
buffers of junior debt (equal to an estimated 12.7% and 10.9% of
risk-weighted assets, respectively), which may offer significant
protection for the banks' senior creditors in case of failure.
However, Fitch has not notched the banks' IDRs (which reflect the
risk of default on senior obligations) up from their VRs (which
capture failure risk) due to significant uncertainty about the
extent of possible recapitalisation needs in a failure scenario,
and whether junior debt would be sufficient to absorb these.

The higher National Rating of SBK compared to ATF and BCC
reflects the benefits of shareholder support for its credit
profile.

KEY RATING DRIVERS - VRS (ALL BANKS)

The VRs, at 'b+' (SBK) and 'b' (ATF and BCC), primarily reflect
the still significant size of potential asset quality problems at
all three banks. However, on the positive side, the ratings
reflect the banks' reasonable capital adequacy and liquidity
profiles.

ATF and BCC's capitalisation has benefited significantly from
sizeable capital injections in the form of subordinated debt from
the National Bank of Kazakhstan (NBK) in 4Q17, as part of a
programme to support the solvency of larger domestic banks. As
the subordinated debt is quite long-term (15 years) and carries a
low (4%) interest rate, the banks will book fair-value gains, and
therefore positive adjustments to their equity, equal to more
than half of the nominal value of the issues in both their IFRS
and, Fitch understands, regulatory accounts.

The one-notch higher VR of SBK, compared to ATF and BCC, reflects
its somewhat stronger capacity to absorb credit losses through
the income statement and therefore gradually resolve its asset
quality issues, and some ordinary benefits of support from its
parent, SBR, in terms of potential problem asset sales. It also
reflects the somewhat less deep-seated nature of SBK's asset
quality problems, given that these have been generated relatively
recently in contrast to the longstanding legacy exposures of ATF
and BCC; however, the volume of problematic assets is similar
across the three banks.

KEY RATING DRIVERS - VR (SBK)

The affirmation of SBK's VR reflects Fitch's view of the limited
changes in the bank's credit profile since the last review. The
'b+' VR continues to factor in the ordinary benefits of parental
support, SBK's decent core profitability and comfortable
liquidity, and some stabilisation, albeit at weak levels, of its
asset quality and capitalisation metrics.

SBK's non-performing loans (NPLs, overdue by more than 90 days)
stood at 11% of gross loans at end-3Q17, a ratio that has
remained stable relative to end-2016, in part due to portfolio
growth. In addition, restructured loans were a substantial 24%,
albeit down from 31% at end-2016. Performing foreign-currency
loans reduced to 11% from 15% of the portfolio; Fitch views such
exposures as a potential source of problem recognition for all
three banks given the large recent depreciation of the tenge.

Capitalisation remains weak in light of large unreserved problem
loans, and SBK does not expect capital contributions from SBR in
the near future. SBK's Fitch Core Capital (FCC) ratio of 11.4% at
end-3Q17 was little changed in comparison with 11.6% at end-2016.
The risks for capitalisation have slightly abated but remain
considerable as NPLs less specific reserves fell to 0.3x FCC from
0.4x, and unreserved restructured loans reduced to 1.5x FCC from
1.9x FCC. Non-impaired foreign-currency loans contracted to 0.9x
FCC from 1.1x FCC.

SBK's core profitability is relatively strong, helping the bank
to provision or write off loans faster than peers. Annualised
pre-impairment profit was equal to a high 7% of average gross
loans for 9M17, the same level as in 2016. Operating profit has
remained relatively low, at an annualised 8% of average equity in
9M17 after 6% in 2016, as SBK used most of its pre-impairment
result to create provisions.

The funding profile remains under some pressure due to
international sanctions on Russian state-controlled banks; this
means SBK has to rely more on short-term non-retail funding and
high-cost retail deposits. The bank maintains a solid liquidity
buffer, equal to 35% of liabilities at end-3Q17.

KEY RATING DRIVERS - VR (ATF)

The upgrade of ATF Bank's VR to 'b' from 'b-' reflects the
significant recent improvement in its solvency as a result of the
NBK's capital support. High impaired loans, weak core
profitability and high funding concentrations continue to weigh
on ATF's ratings.

Of the KZT100 billion of low-rate, long-term subordinated debt
provided by the NBK, Fitch expects about KZT60 billion to be
booked as a fair-value gain, boosting equity, with the remaining
KZT40 billion adding to Tier 2 capital. Adjusting end-3Q17
metrics for these contributions, ATF's FCC ratio would rise to
14% from 9%, and its Basel I Total capital ratio to 26% from 17%.

After reducing slightly in recent years, ATF's NPL ratio was
still a high 19% at end-3Q17, with restructured loans an
additional 12%. Foreign-currency loans reported as performing
were a further 40%. ATF has agreed with the NBK to gradually
create over five years KZT150 billion of additional impairment
provisions (equal to 15% of loans at end-3Q17), primarily through
utilisation of the new capital injection.

Following the capital increase, Fitch expects non-performing and
restructured loans less specific reserves to have reduced to 0.6x
and 0.4x FCC from 1.0x and 0.6x, respectively, at end-3Q17. Non-
impaired foreign-currency loans less reserves should have fallen
to 1.3x from 2.0x. Additional pressure comes from foreclosed
property, equal to 0.5x post-support FCC.

Core profitability has been weak, but could improve somewhat as a
result of business growth and earnings on NBK notes into which
ATF placed the proceeds of the subordinated debt issue.
Annualised pre-impairment profit adjusted for interest accrued
but not received in cash was equal to a low 0.2% of average total
assets in 9M17, but could add about 0.5pp as a result of the
coupon income on the notes. Net income, at 15% of average equity
in 9M17, could, in Fitch's view, turn into a moderate loss next
year as a result of the higher planned impairment charges.

Liquid assets fell to a still reasonable 26% of liabilities at
end-3Q17 from 46% at end-2016 as a result of a Eurobond repayment
and some deposit outflows. Furthermore, high single-name
concentrations, with the largest 20 depositors contributing 47%
of the total, continue to constrain ATF's funding position and
liquidity.

BCC
The affirmation of BCC's VR reflects the bank's still significant
problem loans. However, the rating is supported at the 'b' level
by the strengthening of BCC's core capital position following the
contribution from the NBK, the bank's improved performance, and
its reasonable funding and liquidity profile. The ownership
linkages between BCC and Tsesnabank, the third-largest domestic
lender, are neutral for BCC's rating given Fitch's view of the
broadly similar credit profiles of the two banks.

At end-3Q17, BCC's NPLs were equal to 11% of gross loans and were
fully covered by loan impairment reserves. However, additional
asset quality risks stem from significant exposure to
restructured loans (17% of gross loans or 1.2x FCC post-recap)
and a related-party loan to a reportedly performing special-
purpose vehicle, which holds BCC's problem assets (5% of gross
loans or 0.4x FCC). Performing and non-restructured foreign-
currency loans were a further 14% of gross loans (1x FCC). Fitch
believes that BCC will have to absorb additional impairment
losses from the above-mentioned loan exposures. BCC has agreed
with the NBK to gradually create over five years KZT90 billion of
additional impairment provisions (equal to around 10% of gross
loans at end-3Q17), primarily through utilisation of the new
capital injection.

Of the KZT60 billion subordinated debt provided by the NBK, Fitch
expects about KZT35 billion to be recognised as a fair-value
gain, boosting core capital. As a result, BCC's FCC ratio should
increase to 12.5% from 9.3% at end-3Q17.

BCC's annualised pre-impairment profit, net of uncollected
accrued interest, was equal to a reasonable 2.7% of average gross
loans in 9M17, up from a low 0.8% in 2016 due to a stronger net
interest margin. Headline profitability indicators also improved,
with ROAE reaching 12% in 9M17, although Fitch expects internal
capital generation capacity to soften from 2018, as most of the
pre-impairment profit will likely be consumed by additional loan
loss provisions.

The funding and liquidity profile remains a rating strength. BCC
is predominantly customer funded (83% of end-3Q17 liabilities),
and wholesale funding repayments for 4Q17-2018 are limited. At
end-3Q17, BCC's liquid assets covered a high 31% of total
liabilities.

AB - ALL RATINGS

AB's Long-Term IDRs at 'BB' reflect Fitch's opinion that AB's
parent institution, Halyk Bank of Kazakhstan (HB; BB/Stable),
would likely have a high propensity to support its subsidiary in
light of AB's modest size and the planned sale of a majority
equity stake in AB to China CITIC Bank Corporation Limited (CNCB;
BBB/Stable).

HB and CNCB signed a memorandum of understanding in November
2016. The sale was originally expected to close this year but was
later postponed to 2018.

Fitch has not assigned a VR to AB given that the bank's business
model has been evolving after AB's acquisition by HB in 2014 and
is likely to be the subject of potential further transformations
after the expected ownership change.

DEBT RATINGS

Senior unsecured debt ratings are aligned with Long-Term IDRs
based on average recovery expectations. Recoveries for senior
creditors of defaulted Kazakh banks (typically in the 30%-50%
range) have depended on the extent to which the authorities
supported banks' restructurings with capital injections, and so
were essentially the outcome of political decisions.

The dated subordinated debt issues of ATF and BCC are notched
down once from the banks' VRs and National Long-Term Ratings,
reflecting below-average recovery prospects. SBK's subordinated
debt is notched down once from its Long-Term IDR and National
Long-Term Rating, reflecting Fitch's view that support from SBR
would likely be available to prevent non-performance on this.

The upgrade of the National Long-Term Rating on BCC's dated
subordinated debt to 'BB(kaz)' from 'BB-(kaz)' is to bring the
notching into line with that on the international scale.

The perpetual debt ratings of BCC and ATF are rated two notches
lower than their VRs, reflecting greater non-performance risk and
more limited recovery expectations. Kazakh banks' subordinated
debt issues do not currently envisage any formal loss absorption
triggers but, in Fitch's view, could absorb losses as "going-
concern" instruments if in the regulator's view the bank had
ceased to be viable.

SBK's debt ratings relate to debt issues made prior to 1 August
2014.

SUPPORT RATINGS (SRS) AND SUPPORT RATING FLOORS (SRFS)

The affirmations of the SRFs of ATF and BCC at 'No Floor' reflect
their only moderate market shares of around 5% in sector assets
and deposits and the fact that they have not been designated as
systemically important institutions.

Notwithstanding the recent record of capital support for medium-
sized banks, including ATF and BCC, in Fitch's view such support
cannot be relied upon over the long term and in all
circumstances, as the recent default of the ninth-largest bank in
the country, Bank RBK (unrated), suggests.

RATING SENSITIVITIES

The Long-Term IDRs and VRs of ATF and BCC are primarily sensitive
to material changes in these banks' asset quality and
capitalisation. A material reduction in their exposure to problem
assets, combined with maintenance of core capital ratios at
current levels, could result in upgrades of the VRs. If asset
quality problems abate while junior debt buffers remain
substantial and are, in Fitch's view, sustainable, the banks'
Long-Term IDRs could be notched up once from their VRs.

Conversely, a significant increase in problem asset exposures or
recognition of greater-than-expected losses on these could result
in downgrades of both VRs and Long-Term IDRs.

The Long-Term IDRs of SBK would likely change in tandem with the
ratings of its parent, SBR. The Positive Outlook on SBK reflects
that on SBR.

The RWP on AB's ratings reflects the potential for these to be
upgraded as a result of the bank's expected acquisition by the
higher-rated CNCB. The acquisition could take more than six
months to complete.

Debt ratings would likely change in line with their respective
anchor ratings, ie Long-Term IDRs for senior debt and SBK's
subordinated debt, and VRs for ATF and BCC's subordinated and
hybrid instruments.

ATF and BCC's 'CCC' hybrid ratings are unlikely to change as a
result of the finalisation of Fitch's revised Global Bank Rating
Criteria, an Exposure Draft for which was published on 13
December 2017. This is because these ratings are consistent with
the proposed revised guidelines for notching of subordinated and
hybrid instruments included in the Exposure Draft.

The rating actions are as follows:

ATF Bank JSC
Long-Term Foreign- and Local-Currency IDRs: upgraded to 'B' from
'B-'; Outlook Stable
Short-Term IDR: affirmed at 'B'
National Long-Term Rating: upgraded to 'BB+(kaz)' from 'BB-
(kaz)'; Outlook Stable
Viability Rating: upgraded to 'b' from 'b-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt: upgraded to 'B'/'BB+(kaz)' from 'B-'/'BB-
(kaz)'; Recovery Rating at 'RR4'
Dated subordinated debt: upgraded to 'B-'/'BB(kaz)' from
'CCC'/'B'; Recovery Rating at 'RR5'
Perpetual debt: upgraded to 'CCC' from 'CC'; Recovery Rating at
'RR6'

Bank Centercredit
Long-Term Foreign- and Local-Currency IDRs: affirmed at 'B';
Outlook Stable
Short-Term IDR: affirmed at 'B'
National Long-Term Rating: affirmed at 'BB+(kaz)'; Outlook Stable
Viability Rating: affirmed at 'b'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt: affirmed at 'B'/'BB+(kaz)'; Recovery
Rating at 'RR4'
Dated subordinated debt: affirmed at 'B-'; Recovery Rating at
'RR5'
Dated subordinated debt National Rating: upgraded to 'BB(kaz)'
from 'BB-(kaz)'
Perpetual debt rating: affirmed at 'CCC'; Recovery Rating at
'RR6'

Subsidiary Bank Sberbank of Russia, JSC
Long-Term Foreign- and Local-Currency IDRs: affirmed at 'BB+';
Outlook Positive
Short-Term IDR: affirmed at 'B'
National Long-Term Rating: affirmed at 'AA-(kaz)'; Outlook
Positive
Viability Rating: affirmed at 'b+'
Support Rating: affirmed at '3'
Senior unsecured debt: affirmed at 'BB+'/'AA-(kaz)'
Subordinated debt: affirmed at 'BB'/'A+(kaz)'

Altyn Bank JSC (Subsidiary Bank of Halyk Bank of Kazakhstan JSC)
Long-Term Foreign- and Local-Currency IDRs: 'BB'; maintained on
RWP
Short-Term IDR: 'B'; maintained on RWP
National Long-Term Rating: 'A+(kaz)'; maintained on RWP
Support Rating: '3'; maintained on RWP


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


FIAT CHRYSLER: Fitch Raises LT Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has upgraded Fiat Chrysler Automobiles N.V.'s (FCA)
Long-Term Issuer Default Rating (IDR) and senior unsecured rating
to 'BB' from 'BB-'. The Outlook is Positive. The Short-Term IDR
has been affirmed at 'B'. The agency has also upgraded Fiat
Chrysler Finance Europe S.A.'s and FCA's senior unsecured rating
to 'BB' from 'BB-'.

The upgrade reflects Fitch's expectations of sustainable positive
free cash flow (FCF) as cash absorption has been a major rating
constraint. The Positive Outlook reflects Fitch expectations that
the FCF margin will increase to more than 1.5% in the foreseeable
future, a level commensurate with a higher rating. The ratings
also reflect FCA's improved credit metrics, including funds from
operations (FFO) net adjusted leverage declining towards less
than 1x in 2018 and its solid business profile, including broad
product and geographic diversification and robust brands.

KEY RATING DRIVERS

Strong Earnings, Weak FCF: Adjusted group operating margin
increased to 5.5% in 2016 from 4.3% in 2015 and Fitch expects a
further strengthening to more than 7% by 2019. Fitch expect all
regions to contribute positively to group margin improvement. The
product portfolio has strengthened and decreasing investments in
recent years have had a positive impact on the depreciation rate.

However, FCF remains on the weak side for the ratings, especially
considering the lack of dividends and declining capex ratio in
past years. Nonetheless, Fitch projects FCF to improve gradually
in the coming years thanks to better underlying profitability,
lower cash interest paid and the absence of dividend resumption,
which should offset some of the cash tax increase.

Improving Financial Structure: FCA's consolidated gross debt and
leverage have been high for the ratings despite continuous
improvement since 2014. FFO adjusted gross leverage was just
above 2.5x at end-2016, down from more than 4x at end-2014.
However, the group maintains substantial cash, and consolidated
FFO adjusted net leverage below 1.5x is more commensurate with
the ratings. The debt prepayments and amendments at FCA US
formally removed the ring-fencing around its cash and improved
the group's financial structure. This will also reduce interest
expenses and bolster FFO. Fitch expects FFO adjusted net leverage
to decline towards less than 1x by end-2018.

Solid Business Profile: Fitch believes that FCA's business
profile is consistent with a low investment grade rating. The
business profile reflects the group's positive track record since
the merger with Chrysler, its broad product and geographic
diversification, and its diversified portfolio of well-recognised
global brands. This is despite the spin-off of Ferrari in early
2016.

Disruptive Sector Trends: FCA has limited investments in major
fundamental trends reshaping the industry such as powertrain
electrification, autonomous driving and new mobility services
including car sharing and ride hailing. This has safeguarded its
cash generation but could leave the company falling behind in a
rapidly changing sector. However, Fitch expect further
investments in these fields and the signing of new alliances
following FCA's recent announcement that it has joined BMW, Intel
and Mobileye in the development of an autonomous driving
platform.

Group Structure Development: The group's history includes many
disposals and acquisitions and the CEO has been vocal about his
intention to participate in further industry consolidation. Fitch
expect further corporate reorganisation in the next 12-18 months,
under the final months of the current CEO's tenure and possibly
additional moves during the upcoming 2018-2022 plan under new
management. Options include a complete or partial disposal or
spin off of the components businesses or of the premium brands,
including Alfa Romeo or Maserati, although Fitch believe the
probability of the latter is low in the short term.

DERIVATION SUMMARY

FCA remains the most indebted auto manufacturer in Fitch's
portfolio, despite continuous deleveraging since 2014, and the
one with the weakest and least steady cash generation. Jaguar
Land Rover (JLR) is currently going through a period of weak FCF,
lower than FCA, but this is driven by a sharp increase in capex
to prepare for future models and strengthen its manufacturing
footprint. All other manufacturers have now moved to sustained
FCF generation.

However, Fitch expects FCF to improve continuously and
profitability is adequate compared with peers in the 'BB' and
'BBB' rating categories. Strong earnings generated in North
America and improving results in other regions lead to
comfortable operating margins comparing favourably with higher-
rated PSA, Renault and Ford.

FCA's business profile is also supported by its large scale,
solid brand and broad end-markets diversification versus other
mass-markets carmakers rated in the 'BB' and 'BBB' categories
such as Renault and PSA. However, FCA is less advanced than most
of its close peers in the field of alternative powertrains, such
as hybrid and electric vehicles, autonomous driving and new
mobility services and car ownership options.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:
- Group revenue to increase by 2% in 2017 and grow by about 15%
   in 2018 and mid-single digits in 2019;
- Group EBIT margin to increase to more than 6% in 2017 and
   increase further to more than 7% by 2019, due to still robust
   profitability in the NAFTA region, further strengthening in
   Europe and a gradual recovery in Latin America and Asia;
- Capex about stable in 2017 and to increase to EUR10.0 billion-
   EUR10.5 billion in 2018-2019;
- No dividend distributed in 2017-2019;
- No specific M&A incorporated in Fitch rating case as this will
   be treated on a case by case basis when announced.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
- FCF sustainably above 1.5% (2016: 0.4%, 2017E: 1.7%, 2018E:
   2.1%)
- FFO adjusted net leverage sustainably below 1.5x (2016: 1.3x,
   2017E: 1.2x, 2018E: 0.9x)
- Sustained success of the Jeep and Maserati expansion and Alfa
   Romeo rejuvenation

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- FCF sustainably below 1%
- FFO adjusted net leverage sustainably above 2x
- CFO / adjusted debt below 25%
- Increasingly lagging behind developing fundamental industry
   trends

LIQUIDITY

Healthy Liquidity: FCA reported EUR12 billion in cash and
equivalents at end-3Q17, excluding Fitch's EUR3.1 billion
adjustments for minimum operational cash. Liquidity is also
supported by EUR7.6 billion of committed credit lines at end-
September 2017. This largely covers debt of EUR7.7 billion
maturing over 4Q17 and 2018. The group also follows a
conservative financial strategy aiming to maintain a robust gross
cash position as protection against the next cyclical downturn.

Liquidity has declined compared with end-2016 notably because of
the voluntary prepayment of the outstanding principal and accrued
interest of FCA US's tranche B term loan maturing in May 2017 for
EUR1.7 billion, the repayment in 2017 of two large notes and
other long-term debt for a total EUR3 billion, and negative FX
movement of EUR1.1 billion.


PRINCESS JULIANA: Moody's Confirms Ba1 Rating on $142.6MM Notes
---------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 rating of the
US$142.6 million (approximate original issuance amount) Senior
Secured Notes issued by Princess Juliana International Airport
Operating Company N.V. ("PJIA") due in 2027 and changed the
rating outlook to negative. The rating action concludes the
rating review that was initiated on September 13.

RATINGS RATIONALE

The rating confirmation at Ba1 reflects PJIA's status as a
Government Related Issuer with Moody's assessment of "High"
default dependence and "Strong" likelihood of extraordinary
support from the Government of St. Maarten (Baa2 RUR down), the
sole owner of PJIA. Moody's also lowered PJIA's Baseline Credit
Assessment ("BCA"), a measure of the airport's standalone credit
quality, to b1 from ba2.

The BCA change reflects the profound distortion to St. Maarten's
economy and PJIA's commercial activity from Hurricane Irma over
the next 24 months. Moody's expect a slow, gradual recovery of
enplanements and as a consequence, an extremely weak financial
performance and cash generation capacity of PJIA. Over the next 4
to 6 quarters, PJIA will be unable to meet the Financial Covenant
under the Notes of a minimum EBITDA to Debt Service ratio of
1.25x, that could trigger an Event of Default as soon as March
2018. Moody's expect that in the coming weeks, PJIA will obtain a
waiver from the Noteholders to prevent the default.

A key consideration for Moody's assigned BCA is that PJIA will
have enough liquidity to meet debt service payments over the next
12-18 months, considering cash available, a six-month debt
service reserve fund (approximately USD$7 million) in the Note's
structure, and expected insurance claim proceeds.

WHAT COULD CHANGE THE RATING UP/DOWN

A rating upgrade in the near term is unlikely. Evidence of
support from the government of St. Maarten and/or the sustained
recovery of PJIA's commercial operations could lead to the
stabilization of the rating.

Failing to obtain a waiver from bondholders for the Financial
Covenant will result in a rating downgrade. A downgrade of St.
Maarten's rating, or a reduced willingness or capacity from the
Government of St. Maarten to support PJIA, would also trigger a
rating downgrade. A reduction of available liquidity for debt
service or a longer than expected recovery of enplanements in
PJIA would also exert downward pressure on the ratings.

The principal methodology used in these ratings was Privately
Managed Airports and Related Issuers published in September 2017.


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


BBVA LEASING 1: Moody's Affirms C Rating on Class C Notes
---------------------------------------------------------
Moody's Investors Service has upgraded Class B notes and affirmed
Class C notes of BBVA Leasing 1, FTA.

-- EUR82.5M (Current outstanding amount of EUR38M) Class B
    Notes, Upgraded to Ba1 (sf); previously on Mar 10, 2017
    Upgraded to Caa1 (sf)

-- EUR61.3M Class C Notes, Affirmed C (sf); previously on
    Apr 23, 2013 Affirmed C (sf)

BBVA Leasing 1, FTA is a securitisation of credit rights
(interest and principal, excluding the purchase option) derived
from financial lease contracts granted by Banco Bilbao Vizcaya
Argentaria, S.A. (A3/P-2) to Spanish enterprises. This was one of
the first transactions in Spain in which credit rights derived
from lease agreements were securitised.

RATINGS RATIONALE

The ratings are prompted by the increase in the credit
enhancement available for the affected tranches due to portfolio
amortization. Credit Enhancement levels on Class B notes, which
is now the most senior note outstanding, have increased to 29.5%
from 14.8% since last rating action in March 2017.

Revision of key collateral assumptions

The performance of BBVA Leasing 1, FTA has been stable with
overall cumulative defaults at 4.73% and 90+ delinquencies at
0.18%.

As part of the review, Moody's reassessed its default
probabilities (DP) as well as recovery rate (RR) assumptions
based on updated loan by loan data on the underlying pools and
delinquency, default and recovery ratio update. Moody's
maintained its DP on current balance and recovery rate
assumptions as well as portfolio credit enhancement (PCE) due to
observed pool performance in line with expectations.

Exposure to counterparties

The rating action took into consideration the notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.

Moody's considered how the liquidity available in the
transactions and other mitigants support continuity of notes
payments, in case of servicer default, using the CR Assessment as
a reference point for servicers.

Moody's also matches banks' exposure in structured finance
transactions to the CR Assessment for commingling risk, with a
recovery rate assumption of 45%.

Moody's also assessed the default probability of the account bank
providers by referencing the bank's deposit rating.

Moody's assessed the exposure to the swap counterparties. Moody's
considered the risks of additional losses on the notes if they
were to become unhedged following a swap counterparty default by
using CR Assessment as reference point for swap counterparties.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Approach to Rating ABS Backed by Equipment Leases and Loans"
published in December 2015.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral
that is better than Moody's expected, (2) deleveraging of the
capital structure, (3) improvements in the credit quality of the
transaction counterparties, and (4) reduction in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) performance of the underlying collateral
that is worse than Moody's expected, (2) deterioration in the
notes' available credit enhancement, (3) deterioration in the
credit quality of the transaction counterparties, and (4) an
increase in sovereign risk.


FTPYME TDA 4: Moody's Affirms C(sf) Rating on Class D Notes
-----------------------------------------------------------
Moody's Investors Service has upgraded the rating of the Class B
notes in FTPYME TDA CAM 4, FTA. The rating action reflects the
increased levels of credit enhancement for the notes, as a result
of the deleveraging of the transaction following repayment of the
underlying collateral.

-- EUR931.5M Class A2 Notes, Affirmed Aa2 (sf); previously
    on Jul 3, 2015 Upgraded to Aa2 (sf)

-- EUR127M Class A3(CA) Notes, Affirmed Aa2 (sf); previously on
    Jul 3, 2015 Upgraded to Aa2 (sf)

-- EUR66M Class B Notes, Upgraded to B2 (sf); previously on Jan
    23, 2015 Affirmed Caa1 (sf)

-- EUR38M Class C Notes, Affirmed Ca (sf); previously on Mar 20,
    2013 Downgraded to Ca (sf)

-- EUR29.3M Class D Notes, Affirmed C (sf); previously on Dec 1,
    2009 Downgraded to C (sf)

FTPYME TDA CAM 4, FTA is a static cash securitizations of SME
loan receivables originated by Banco Sabadell, S.A. (Baa2/P-2)
and granted to the small and medium-sized enterprises (SME)
domiciled in Spain.

RATINGS RATIONALE

The rating action is prompted by deal deleveraging resulting in
an increase in credit enhancement for the affected tranche.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transaction has continued to be stable
over the past year. Total delinquencies with 90 days plus arrears
currently stand at 0.45% of current pool balance, comparable with
0.43% in December 2016. Cumulative defaults currently stand at
7.89% of original pool balance, comparable with 7.85% in December
2016.

For FTPYME TDA CAM 4, FTA, the current default probability is 23%
of the current portfolio balance and the assumption for the fixed
recovery rate is 52.50%. Moody's has decreased the CoV to 42.80%
from 43.40%, which, combined with the key collateral assumptions,
corresponds to a portfolio credit enhancement of 26%.

Counterparty Exposure

The rating action took into consideration the notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.

Moody's considered how the liquidity available in the
transactions and other mitigants support continuity of notes
payments, in case of servicer default, using the CR Assessment as
a reference point for servicers. Moody's also assessed the
default probability of the account bank providers by referencing
the bank's deposit rating.

Moody's assessed the exposure to the swap counterparties. Moody's
considered the risks of additional losses on the notes if they
were to become unhedged following a swap counterparty default by
using CR Assessment as reference point for swap counterparties.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating SME Balance Sheet Securitizations"
published in August 2017.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral
that is better than Moody's expected, (2) deleveraging of the
capital structure, (3) improvements in the credit quality of the
transaction counterparties, and (4) reduction in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) performance of the underlying collateral
that is worse than Moody's expected, (2) deterioration in the
notes' available credit enhancement, (3) deterioration in the
credit quality of the transaction counterparties, and (4) an
increase in sovereign risk.


SANTANDER EMPRESAS 2: Moody's Affirms C(sf) Rating on Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Class E
notes in SANTANDER EMPRESAS 2, FTA and the ratings of Class D and
Class E notes in SANTANDER EMPRESAS 3, FTA. The rating action
reflects the increased levels of credit enhancement for the
affected notes. Moody's also affirmed the ratings of the notes
that had sufficient credit enhancement to maintain current rating
on the affected notes.

Issuer: SANTANDER EMPRESAS 2, FTA

-- EUR59.5M Class D Notes, Affirmed Aa2 (sf); previously on Jun
    13, 2016 Upgraded to Aa2 (sf)

-- EUR29M Class E Notes, Upgraded to Aa2 (sf); previously on Mar
    10, 2017 Upgraded to A1 (sf)

-- EUR53.7M Class F Notes, Affirmed C (sf); previously on Mar
    30, 2010 Downgraded to C (sf)

Issuer: SANTANDER EMPRESAS 3, FTA

-- EUR117.3M Class C Notes, Affirmed Aa2 (sf); previously on Oct
    20, 2015 Upgraded to Aa2 (sf)

-- EUR70M Class D Notes, Upgraded to Ba1 (sf); previously on Mar
    10, 2017 Upgraded to B1 (sf)

-- EUR45.5M Class E Notes, Upgraded to Caa3 (sf); previously on
    Jul 4, 2014 Affirmed Ca (sf)

-- EUR45.5M Class F Notes, Affirmed C (sf); previously on Jul 4,
    2014 Affirmed C (sf)

SANTANDER EMPRESAS 2, FTA and SANTANDER EMPRESAS 3, FTA are
static cash securitizations of SME loan receivables originated by
Banco Santander S.A. (Spain) (A3/P-2) and granted to the small
and medium-sized enterprises (SME) domiciled in Spain.

RATINGS RATIONALE

The rating action is prompted by deal deleveraging resulting in
an increase in credit enhancement for the affected tranches.

Increase in Available Credit Enhancement

Sequential amortization and non-amortising reserve funds led to
the increase in the credit enhancement available in SANTANDER
EMPRESAS 2, FTA. In addition to sequential amortization in the
case of SANTANDER EMPRESAS 3, FTA, PDL was cured and reserve fund
started to build up which further contributed into the increase
of the credit enhancement levels.

For instance, the credit enhancement for the Class E note in
SANTANDER EMPRESAS 2, FTA affected by rating action increased
from 40.5% to 47.9% since the last rating action. The credit
enhancement for Class D note of SANTANDER EMPRESAS 3, FTA
increased from 15.17% to 22.69% and for Class E from -0.6% to
2.5% since the last rating action.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transactions has continued to be stable
since the last rating action in April 2017. 90+ delinquencies
have marginally increased from 0.6% to 0.7% of the current pool
balance on a year on year basis for SANTANDER EMPRESAS 2, FTA and
slightly decreased from 0.7% to 0.6% for SANTANDER EMPRESAS 3,
FTA.

For SANTANDER EMPRESAS 2, FTA, the current default probability is
16% of the current portfolio balance and the assumption for the
fixed recovery rate is 35%. Moody's has maintained portfolio
credit enhancement at 26%, which, combined with the revised key
collateral assumptions, corresponds to a coefficient of variation
of 43.3%.

In the case of SANTANDER EMPRESAS 3, FTA the default probability
assumption as of current balance was reduced from 20% to 18% to
reflect the portfolio composition based on updated loan by loan
information, taking into consideration the current industry
concentration among other credit risk factors. In addition, based
on the recoveries data received and seasonality of the deal, the
recovery rate assumption was reduced to 35%. Moody's has
maintained portfolio credit enhancement at 26%, which, combined
with the revised key collateral assumptions, corresponds to a
coefficient of variation of 39.9%.

Exposure to Counterparties:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.

Moody's considered how the liquidity available in the
transactions and other mitigants support continuity of notes
payments, in case of servicer default, using the CR Assessment as
a reference point for servicers. Moody's also assessed the
default probability of the account bank providers by referencing
the bank's deposit rating.

Moody's assessed the exposure to the swap counterparties. Moody's
considered the risks of additional losses on the notes if they
were to become unhedged following a swap counterparty default by
using CR Assessment as reference point for swap counterparties.

Principal Methodology:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating SME Balance Sheet Securitizations"
published in August 2017.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) deleveraging of the capital
structure and (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.


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

-- EUR103.2M Class A Notes due January 2063, Definitive Rating
    Assigned Aa2 (sf)

-- EUR17.2M Class B Notes due January 2063, Definitive Rating
    Assigned A3 (sf)

-- EUR6.9M Class C Notes due January 2063, Definitive Rating
    Assigned Baa3 (sf)

-- EUR8.6M Class D Notes due January 2063, Definitive Rating
    Assigned Ba3 (sf)

Moody's has not assigned rating to EUR36.1 million Class E Notes
due January 2063.

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

The portfolio consists of first lien (or subsequent lien,
provided that the first lien mortgage will also be assigned to
SRF 2017-2) mortgages on residential properties extended to 2,240
borrowers, and the pool balance is approximately equal to
EUR173.3 million with a weighted average current loan-to-value
("WA CLTV") of 59.7%. 79.87% of the loans in the pool have been
previously restructured and are now re-performing loans. 20.13%
of the loans have not been restructured. The purchase price of
the mortgage loans payable by the fund to the seller is expected
to be below par value.

RATINGS RATIONALE

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

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

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

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

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

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

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

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

Stress Scenarios:

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

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

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

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

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


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


BRIGHTHOUSE GROUP: Moody's Lowers GBP220MM Sr. Notes Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service has downgraded BrightHouse Group PLC
probability of default rating (PDR) to Ca-PD from Caa2-PD and the
instrument rating on the GBP220 million senior secured notes due
in May 2018 to Ca from Caa2. No action was taken on the Caa2
corporate family rating (CFR). The outlook on all ratings is
negative.

RATINGS RATIONALE

The rating action follows BrightHouse's announcement on December
8, 2017 that it had entered into a refinancing agreement with
over 90% by value of existing noteholders to refinance its GBP220
million senior secured notes due in May 2018 through an exchange
offer. The proposed offer involves the exchange of the existing
notes for: (1) GBP107.2 million of new 9% senior secured notes
due in May 2023; and (2) a pro rata share of 97% of the company's
equity or alternatively a cash payment of GBP245 per GBP1,000 of
existing notes.

Based on the proposed refinancing Moody's expects that the loss
for the existing noteholders will be between 27%-51%, depending
on whether they chose the option of pro-rata participation in
shares or in the cash alternative. This is commensurate with a Ca
rating.

The proposed refinancing is expected to be concluded by the end
of January 2018.

The negative rating outlook reflects the still very high Moody's-
adjusted gross leverage pro forma for the transaction, which the
rating agency estimates at around 16x.

WHAT COULD CHANGE THE RATING DOWN/UP

A rating downgrade could occur as a result of: (1) further
pressure on operating performance; (2) a deterioration in the
liquidity profile; (3) failure to conclude a restructuring on
terms broadly similar to those currently expected.

There remains limited near term potential for an upgrade in view
of the continued high leverage.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

BrightHouse Group PLC, based in Watford, is a leader in the rent-
to-own market in the United Kingdom, with 283 stores as of
September 30, 2017. For the last twelve months ended September
30, 2017, the company reported revenues of GBP290 million.


CARILLION PLC: Moves New CEO's Start Date to January 22
-------------------------------------------------------
Noor Zainab Hussain at Reuters reports that Carillion has moved
the start date for new chief executive Andrew Davies forward to
Jan. 22 from April 2.

According to Reuters, the change in appointment date comes after
the company said it was heading towards a breach of debt
covenants and needed fresh capital.

Carillion is fighting for its survival after costly contract
delays and a downturn in new business, Reuters discloses.

Mr. Davies' biggest task at Carillion will be to reduce its large
debt pile which analysts estimate, including provisions, pensions
and accounts payable, at about GBP1.5 billion (US$2.01 billion),
Reuters says.

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


ELLI INVESTMENTS: S&P Lowers CCR to 'SD' on Missed Coupon Payment
-----------------------------------------------------------------
S&P Global Ratings said that it has lowered its long-term
corporate credit rating on U.K.-based health and social care
provider Elli Investments Ltd. to 'SD' from 'CC'.

S&P said, "At the same time, we lowered our issue rating on
Elli's GBP350 million senior secured notes, due in 2019, to 'D'
from 'CC'. The recovery rating remains '3' indicating our
expectation of 50% recovery prospects in the event of a payment
default.

In addition, we lowered our issue rating on Elli's GBP175 million
senior unsecured notes, due in 2020, to 'D' from 'C'. The
recovery rating remains '6', indicating our expectation of
recovery prospects of 0%-10% in the event of a payment default."

The downgrade follows Elli's missed payment of coupons due on
Dec. 15, on two outstanding senior note issues. FSHC has agreed
with its largest bondholder, H/2 Capital Partners, on a debt
standstill, which is contingent on certain provisions and
milestones being met, including deadlines for agreement on a
restructuring plan by Feb. 7, 2018. S&P considers this event to
be tantamount to a default under our criteria.

S&P said, "We understand that discussions on a debt restructuring
are still ongoing. We also understand that no event of default
under the refinanced GBP40 million super senior term loan
agreement will arise because of the non-payment of the December
coupons on the notes. FSHC refinanced that loan on Oct. 9, 2017,
with the maturity extended to 2019."


EXPRO HOLDING: Moody's Lowers CFR to Caa2, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Expro Holding UK 3 Limited's
(Expro) Corporate Family Rating (CFR) to Caa2 from Caa1 and
Probability of Default Rating (PDR) to Ca-PD from Caa1-PD.
Moody's also downgraded the ratings of the Term Loan B and
Revolving Credit facility borrowed by Expro FinServices S.a.r.l.
to C from Caa1. The outlook on all ratings is changed to negative
from stable.

RATINGS RATIONALE

On December 8, 2017, Expro announced that it had entered into a
restructuring agreement with the majority of its senior lenders
and its shareholders to fully equitize the outstanding
approximately $1.4 billion of senior secured term facilities.
This action is aimed at restructuring the capital structure of
the company in light of the low profitability and cash flow
expected for the current financial year ending March 2018 due to
the ongoing depressed market conditions for offshore oil
exploration and drilling. Expro also reached a forbearance
agreement on the interest payment initially due in December 2017.

The announced transaction is subject to final approval from the
creditors. The transaction also includes a proposed $200 million
cash injection through a rights offering. The company expects
that the transaction would be completed within the next 3 months.

If approved as proposed, the restructuring would lead to the
cancellation of about $1.4 billion of funded debt via exchange
into new equity leaving the company debt free. This will result
in cash interest savings of approximately $80 million on a full
year basis.

The rating action reflects Moody's view that the proposed
restructuring would result in a significant loss to the lenders
of the term loan as it would be fully exchanged into new equity.
Moody's view the announced transaction as a distressed exchange
as reflected by the lowering of the PDR to Ca-PD.

The C rating of the term loan facilities reflects the fact that
the recovery is assumed to be between 0% and 35% depending on the
value given to the new equity. This is not enough to merit a
rating higher than C.

DOWNGRADE OF THE CFR to Caa2

The CFR remains constrained by the execution risk linked to the
proposed transaction and the currently negative cash flow putting
at risk the debt service on the term loan. Expro's liquidity
situation remains constrained by low Moody's adjusted EBITDA of
approximately $150 million expected this year compared to
approximately $265 million in 2016 and approximately $430 million
in 2014, and negative Moody's adjusted free cash flow (FCF)
expected this year of approximately $70 million.

The CFR rating remains however supported by (1) the company's
market leading positions and its reputation for innovation, high
safety standard and customer service, (2) its diversified
geographic and customer profile, (3) its experienced management
team and (4) expected debt free capital structure.

LIQUIDITY PROFILE

The company's current cash and liquidity position is weak and
remains under pressure. Expro's cash balance amounted to
approximately $41 million at the end of June 2017, its first
quarter into FYE March 2018. The company's cash balance benefited
from the $100 million capital contribution made during the first
calendar quarter of 2017, which has already been largely used due
to low EBITDA, high working capital requirement and capital
expenditures. The company relies on its $175 million RCF due in
2019 to support its operational needs. At the end of June 2017,
the RCF was drawn at approximately $74 million. However Moody's
expects the utilisation to be higher at end of September 2017.

The revolver has a springing covenant in the form of a leverage
test that is to be tested when more than $125 million is drawn.
While the financial covenant on the RCF is not to be tested
before 2019, the company has to comply with liquidity based
covenants in the form of minimum liquidity and information on the
total liquidity available. Because of the expected negative FCF
this year, Moody's believes that the company may face increased
liquidity pressure if it cannot stabilise its profitability or is
not able to complete the announced restructuring, putting its
debt service at risk.

Pro forma of the announced restructuring, the liquidity position
of the company will significantly improve because of the proposed
$200 million cash injection from its shareholders.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook includes the risk linked to the transaction
not being implemented as proposed. The negative outlook also
reflects the company's continuing decline in profitability,
negative free cash flow and limited visibility of return to
better credit metrics in the current market environment.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's could consider an upgrade of the CFR at the end of the
restructuring process when the debt is extinguished as proposed
and the equity injection is completed. Before an upgrade the
company would need to demonstrate an improvement in its operating
performance through higher EBITDA margin and positive free cash
flow generation.

Moody's could downgrade the ratings if (1) the proposed
transaction is not implemented as proposed; (2) in the event of
continued deterioration in operating performance and/or (3)
weakening liquidity position that could force the company into
insolvency.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Expro Holdings UK 3 Limited

-- Corporate Family Rating (Local Currency), Downgraded to Caa2
    from Caa1

-- Probability of Default Rating, Downgraded to Ca-PD from Caa1-
    PD

Issuer: Expro FinServices S.a r.l.

-- BACKED Senior Secured Bank Credit Facility, Downgraded to C
    from Caa1

Outlook Actions:

Issuer: Expro FinServices S.a r.l.

-- Outlook, Changed To Negative From Stable

Issuer: Expro Holdings UK 3 Limited

-- Outlook, Changed To Negative From Stable

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology published in May
2017.

Headquartered in the United Kingdom, Expro is a global provider
of well flow management services to the oil and gas industry with
a specific focus on offshore, deep-water and other technically
challenging environments.

Expro provides a range of well flow management products and
services across three areas of (1) Well Test and Appraisal
Services, approximately 42% of FYE March 2017 revenues; (2)
Subsea, Completion and Intervention Services, approximately 47%
of 2017 revenues and (3) Production Services, approximately 11%
of 2017 revenues. Expro's well flow management capabilities span
the full lifecycle of oil and gas fields from exploration through
to abandonment.

Expro generated revenue and reported EBITDA of $680 million and
$357 million in FYE March 2017.


GREENSANDS UK: Fitch Affirms B+ Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Greensands UK Limited's (Greensands)
Long-Term Issuer Default Rating (IDR) at 'B+' and senior secured
rating at 'BB-'. The Outlook on the IDR is Stable.

At the same time, the bonds issued by Southern Water (Greensands)
Financing plc (SWF), which are unconditionally and irrevocably
guaranteed by Greensands as well as its parent, Greensands
Holdings Limited, and its two subsidiaries, Greensands Junior
Finance Limited and Greensands Senior Finance Limited, have been
affirmed at 'BB-'/'RR3'.

The affirmation and Stable Outlook reflect the adequate dividend
capacity of Southern Water Services Limited (Southern Water or
OpCo) in comparison with the debt service requirements of
Greensands, and its adequate credit metrics.

The ratings also take into account Southern Water's position in
the lower half of the similarly rated peer group in terms of
regulatory and operational performance (see "Fitch Affirms
Southern Water's Senior Secured Debt at 'A-'/'BBB'; Outlook
Stable", published on 15 December 2017, at www.fitchratings.com),
as the main operating subsidiary of the group, as well as the
structurally and contractually subordinated nature of the
holding-company financing at Greensands level.

Greensands is a holding company of Southern Water, one of 10
appointed regulated water and sewerage companies (WaSCs) in
England and Wales.

KEY RATING DRIVERS

Adequate Dividend Cover: Fitch forecasts average dividend cover
of around 3x and average post-maintenance and post-tax interest
cover (PMICR) at around 1.1x for the price review covering April
2015 to March 2020 (AMP6). Fitch also forecast Greensands will
maintain economic gearing around 90% of pension-adjusted net
debt/regulatory asset value (RAV) over AMP6. Fitch forecast
gearing differs from the company's forecast as Fitch calculate
economic gearing which takes into account adjustments for total
expenditure (totex) outperformance.

Improved dividend cover is mainly a result of around GBP215
million of revenue under-recoveries at Southern Water for AMP5,
which have been returned to the company through a revenue
correction mechanism. Fitch calculate a normalised average
dividend cover of around 2.0x for AMP6, when the effect of the
under-recoveries is excluded.

Incremental Debt at HoldCo; The GBP450 million of debt at the
holding level represents around 9% of RAV and incurs an annual
finance charge of around GBP32 million on average for financial
year-end 31 March 2018 (FYE18) to FYE20. Fitch expect the
dividend stream from the OpCo for the remainder of the price
control to comfortably allow servicing of the debt. Greensands
also has in place GBP40 million of committed undrawn liquidity
facilities. Fitch see modest refinancing risk from the maturity
of the GBP250 million bond in April 2019 due to management's
prudent approach in managing liquidity. Fitch expect refinancing
plans to be in place well in advance of the bond's maturity.

Reliance Upon OpCo's Dividends: The OpCo is the main cash flow
source for Greensands. Therefore, Greensands and SWF's debt
service relies upon dividends from Southern Water. The OpCo's
dividends could be constrained by higher-than-covenanted OpCo
leverage, low annual RPI used to index revenue, and the regulated
asset value (thereby constraining debt capacity to pay dividends)
and general cash-flow demands such as capex. However, Fitch do
not currently envisage any of these factors will constrain
dividends.

DERIVATION SUMMARY

Greensands UK Limited is a holding company of Southern Water
Services Limited (Southern Water; class A debt A-/Stable, class B
debt BBB/Stable), one of the regulated, monopoly providers for
water and wastewater services in England and Wales. The higher
rating of peers such as Osprey Acquisitions Limited (BB/Stable)
and Kelda Finance (No.2) Limited (BB-/Stable) reflects the
companies' better financial and regulatory performance. No
Country Ceiling, constraints affect the rating. Parent/subsidiary
Linkage is applicable but given the structural and contractual
ring-fence structure of the group it does not impact the ratings.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
- Regulated revenues in line with the final determination of
   tariffs for April 2015 to March 2020, ie assuming no material
   over- or under-recoveries
- Combined totex outperformance of around GBP107 million in
   nominal terms over the five-year period
- Underperformance in retail costs of around GBP70 million in
   nominal terms over the five-year period
- Unregulated EBITDA of around GBP3 million per annum
- Retail price inflation of 3% from FY18 to FY20
- No outperformance related to Outcome Delivery Incentives as
   the company has deferred them to AMP7.
- Around GBP4 million of EBITDA reduction per annum from FY18 to
   FY20 as a result of the exit of the non-household retail
   business

In addition, for Greensands Fitch assume:

- incremental debt at holding-company level based on pension
   adjusted net/debt to RAV of 90% or below for the whole group;

- average annual finance charge at holding company level of
   around GBP32 million.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Sustained improvement of cash flow generation at Southern
   Water as a result of improved regulatory and operational
   performance that would place the company at an average
   position among peers

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- A sustained drop of expected dividend cover below 2.0x, for
   example due to RPI remaining materially below 1.5% over an
   extended period of time
- Southern Water's covenanted and secured financing going into
   lock-up
- A marked deterioration in operating and regulatory performance
   of Southern Water or a material change in business risk of the
   UK water sector.

LIQUIDITY

Greensands UK Limited relies on dividends for debt service. As of
March 31, 2017 the company held restricted cash and cash
equivalents of GBP8 million and GBP40 million of committed,
undrawn revolving credit facilities with a 2019 maturity with the
option to extend for two years. Compared with the company's
annual finance charge of around GBP32 million, Fitch deems
available liquidity as adequate. The next bond maturity is in
April 2019 for GBP250 million.


NEWDAY PARTNERSHIP VFN-P1 V1: Fitch Rates Cl. F Notes 'Bsf'
-----------------------------------------------------------
Fitch Ratings has assigned NewDay Partnership Funding's series
VFN-P1 V1 and V2 notes final ratings as follows:

GBP159 million Series VFN-P1 V1 Class A: 'BBBsf'; Outlook Stable
GBP4.7 million Series VFN-P V1 Class E: 'BBsf'; Outlook Stable
GBP3 million Series VFN-P V1 Class F: 'Bsf'; Outlook Stable

GBP129.48 million Series VFN-P1 V2 Class A: 'AAAsf'; Outlook
Stable
GBP17.1 million Series VFN-P1 V2 Class B: 'AAsf'; Outlook Stable
GBP12.9 million Series VFN-P1 V2 Class C: 'A-sf'; Outlook Stable
GBP6.5 million Series VFN-P1 V2 Class D: 'BBBsf'; Outlook Stable
GBP5.1 million Series VFN-P1 V2 Class E: 'BBsf'; Outlook Stable
GBP3 million Series VFN-P1 V2 Class F: 'Bsf'; Outlook Stable

Fitch has simultaneously affirmed the ratings of the following
tranches:

GBP222.3 million Series 2017-1 A: 'AAAsf'; Outlook Stable
GBP29.4 million Series 2017-1 B: 'AAsf'; Outlook Stable
GBP22.2 million Series 2017-1 C: 'A-sf'; Outlook Stable
GBP11.1 million Series 2017-1 D: 'BBBsf'; Outlook Stable
GBP8.7 million Series 2017-1 E: 'BBsf'; Outlook Stable
GBP4.8 million Series 2017-1 F: 'B+sf'; Outlook Stable

GBP185.25 million Series 2015-1 A : 'AAAsf'; Outlook Stable
GBP22.5 million Series 2015-1 B: 'AAsf'; Outlook Stable
GBP14 million Series 2015-1 C: 'Asf'; Outlook Stable
GBP10.125 million Series 2015-1 D: 'BBB+sf'; Outlook Stable
GBP6.875 million Series 2015-1 E: 'BBB-sf'; Outlook Stable
GBP5.5 million Series 2015-1 F : 'BB-sf'; Outlook Stable

The transaction is a securitisation of UK credit card, store card
and instalment loan receivables originated by NewDay Ltd. The
receivables arise under a number of retail agreements, but active
origination currently takes place for all co-branded credit cards
under agreements with Debenhams, the Arcadia Group, House of
Fraser and Laura Ashley. NewDay acquired the portfolio and the
related servicing platform in 2013 from Santander UK plc.

The series VFN-P1 V1 and V2 notes provide funding flexibility,
which is necessary for credit card trusts. The series VFN-P1 is
divided into V1 and V2 silos, which have pro rata and pari passu
entitlement to available funds. The series VFN-P1 V1 and V2 notes
are issued to a group of commercial banks.

KEY RATING DRIVERS

Healthy Asset Performance
The charge-off, delinquency and payment rate performance of the
combined pool has historically been in line with prime UK credit
cards. Active origination is only taking place under four retail
agreements at present, making the key performance indicators for
the whole pool subject to run-off effects of various closed
books. Fitch defined a charge-off steady state assumption of 8%
and monthly payment rate (MPR) steady state of 20%.

Shift in Portfolio Composition
The originations under the four active retailer agreements
(Debenhams, House of Fraser, Arcadia Group and Laura Ashley) have
come to dominate trust performance. Receivables originated under
new retail agreements may also be added to the trust during the
life of the transaction. Adding receivables linked to a new
retailer is subject to rating confirmation.

In Fitch's opinion, the customer demographic of a given retailer
will be the key performance driver of the related receivables;
while clearly outlined and implemented credit guidelines,
combined with a state-of-the-art scoring model, minimise this
risk, in Fitch's view the risk of credit quality migration cannot
be entirely eliminated. Furthermore, fully levelling the
performance between retailers is unlikely to be in the commercial
interests of the originator. Therefore, Fitch derived its steady-
state assumptions on the basis of a changing retailer mix.

Funding Flexibility from VFN
The structure employs a separate "originator VFN" purchased and
held by NewDay Partnership Transferor Plc in addition to Series
VFN-P1's provision of the funding flexibility typical and
necessary for credit card trusts. It will serve three main
purposes: to provide credit enhancement to the rated notes; to
add protection against dilution by way of a separate functional
transferor interest; and to serve the minimum risk retention
requirements.

Unrated Originator and Servicer
The NewDay group acts in a number of capacities through its
various entities, most prominently as originator and servicer,
but also as cash manager with a strong credit profile. The degree
of reliance in this transaction is mitigated by the
transferability of operations, agreements with established card
service providers, a back-up cash management agreement and a
series-specific amortising liquidity reserve.

Retail Partners Drive Risk
The transaction faces the risk of retailer concentration in
addition to a changing portfolio composition. Independently of
cardholders' credit characteristics, card utility, and therefore
receivables performance, is substantially linked to the continued
use of the card. This applies more to store cards than credit
cards. In setting its assumptions, Fitch considered this
potentially higher stress on the portfolio.

Steady Asset Outlook
Fitch maintains its stable outlook on the sector, as performance
deterioration implied by slightly softening macro expectations
remains fully consistent with the steady-state assumptions for UK
credit card trusts (see "Credit Card Index - UK 4Q17"). Fitch's
GDP growth forecast for the UK is 1.6% for 2017 and 1.4% for
2018.

RATING SENSITIVITIES

Rating sensitivity to increased charge-off rate
Increase charge-off rate base case by 25% / 50% / 75%
Series VFN-P1 V1 A: 'BB+sf' / 'BBsf' / 'BB-sf'
Series VFN-P1 V1 E: 'BB-sf' / 'B+sf' / 'B-sf'
Series VFN-P1 V1 F: 'NAsf' / 'NAsf' / 'NAsf'

Series VFN-P1 V2 A: 'AA+sf' / 'AA+sf' / 'AA-sf'
Series VFN-P1 V2 B: 'A+sf' / 'Asf' / 'A-sf'
Series VFN-P1 V2 C: 'BBBsf' / 'BBB-sf' / 'BBB-sf'
Series VFN-P1 V2 D: 'BB+sf' / 'BBsf' / 'BB-sf'
Series VFN-P1 V2 E: 'B+sf' / 'Bsf' / 'NAsf'
Series VFN-P1 V2 F: 'NAsf' / 'NAsf' / 'NAsf'

Rating sensitivity to reduced MPR
Reduce MPR base case by 15% / 25% / 35%
Series VFN-P1 V1 A: 'BBB-sf' / 'BB+sf' / 'BBsf'
Series VFN-P1 V1 E: 'BB-sf' / 'B+sf' / 'B+sf'
Series VFN-P1 V1 F: 'Bsf' / 'Bsf' / 'NAsf'

Series VFN-P1 V2 A: 'AA+sf' / 'AA+sf' / 'AA-sf'
Series VFN-P1 V2 B: 'A+sf' / 'Asf' / 'A-sf'
Series VFN-P1 V2 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'
Series VFN-P1 V2 D: 'BBB-sf' / 'BB+sf' / 'BBsf'
Series VFN-P1 V2 E: 'B+sf' / 'B+sf' / 'B+sf'
Series VFN-P1 V2 F: 'Bsf' / 'Bsf' / 'NAsf'

Rating sensitivity to reduced purchase rate (ie aggregate new
purchases divided by aggregate principal repayments in a given
month)
Reduce purchase rate base case by 50% / 75%/ 100%
Series VFN-P1 V1 A: 'BBB-sf' / 'BBB-sf' / 'BB+sf'
Series VFN-P1 V1 E: 'BBsf' / 'B+sf' / 'B+sf'
Series VFN-P1 V1 F: 'Bsf' / 'Bsf' / 'NAsf'

Series VFN-P1 V2 A: 'AAAsf' / 'AAAsf' / 'AAAsf'
Series VFN-P1 V2 B: 'AA-sf' / 'AA-sf' / 'A+sf'
Series VFN-P1 V2 C: 'BBB+sf' / 'BBB+sf' / 'BBBsf'
Series VFN-P1 V2 D: 'BBB-sf' / 'BB+sf' / 'BB+sf'
Series VFN-P1 V2 E: 'BB-sf' / 'BB-sf' / 'B+sf'
Series VFN-P1 V2 F: 'Bsf' / 'Bsf' / 'NAsf'


NEWDAY FUNDING VFN-F1 V1: Fitch Rates Class F Notes 'Bsf'
---------------------------------------------------------
Fitch Ratings has assigned NewDay Funding's series VFN-F1 V1 and
V2 notes final ratings as follows:

GBP175 million Series VFN-F1 V1 Class A: 'BBBsf'; Outlook Stable
GBP15.7 million Series VFN-F1 V1 Class E: 'BBsf'; Outlook Stable
GBP13.6 million Series VFN-F V1 Class F: 'Bsf'; Outlook Stable

GBP195.6 million Series VFN-F1 V2 Class A: 'AAAsf'; Outlook
Stable
GBP28.4 million Series VFN-F1 V2 Class B: 'AAsf'; Outlook Stable
GBP42.5 million Series VFN-F1 V2 Class C: 'Asf'; Outlook Stable
GBP58.5 million Series VFN-F1 V2 Class D: 'BBBsf'; Outlook Stable
GBP30 million Series VFN-F1 V2 Class E: 'BBsf'; Outlook Stable
GBP25.7 million Series VFN-F1 V2 Class F: 'Bsf'; Outlook Stable

Fitch has simultaneously affirmed the ratings of the following
tranches:

GBP125 million Series 2017-1 A: 'AAAsf'; Outlook Stable
GBP19.3 million Series 2017-1 B: 'AAsf'; Outlook Stable
GBP28.3 million Series 2017-1 C: 'Asf'; Outlook Stable
GBP35.5 million Series 2017-1 D: 'BBBsf'; Outlook Stable
GBP19.8 million Series 2017-1 E: 'BBsf'; Outlook Stable
GBP16.5 million Series 2017-1 F: 'Bsf'; Outlook Stable

GBP147.3 million Series 2015-1 A: 'AAAsf'; Outlook Stable
GBP21.6 million Series 2015-1 B: 'AAsf'; Outlook Stable
GBP31.8 million Series 2015-1 C: 'Asf'; Outlook Stable
GBP44.1 million Series 2015-1 D: 'BBBsf'; Outlook Stable
GBP22.8 million Series 2015-1 E: 'BBsf'; Outlook Stable
GBP15.3 million Series 2015-1 F: 'B+sf'; Outlook Stable

GBP146.7 million Series 2015-2 A: 'AAAsf'; Outlook Stable
GBP21.3 million Series 2015-2 B: 'AAsf'; Outlook Stable
GBP31.5 million Series 2015-2 C: 'Asf'; Outlook Stable
GBP44.1 million Series 2015-2 D: 'BBBsf'; Outlook Stable
GBP22.8 million Series 2015-2 E: 'BBsf'; Outlook Stable
GBP15.6 million Series 2015-2 F: 'B+sf'; Outlook Stable

GBP129.3 million Series 2016-1 A: 'AAAsf'; Outlook Stable
GBP18.8 million Series 2016-1 B: 'AAsf'; Outlook Stable
GBP27.8 million Series 2016-1 C: 'Asf'; Outlook Stable
GBP37.9 million Series 2016-1 D: 'BBBsf'; Outlook Stable
GBP20.1 million Series 2016-1 E: 'BBsf'; Outlook Stable
GBP13.8 million Series 2016-1 F: 'B+sf'; Outlook Stable

The notes are collateralised by a pool of non-prime UK credit
card receivables originated by NewDay Ltd. The securitised pool
is beneficially held by NewDay Funding Receivables Trustee Ltd.

The series VFN-F1 V1 and V2 notes provide funding flexibility,
which is necessary for credit card trusts. The series VFN-F1 is
divided into V1 and V2 silos, which have pro rata and pari passu
entitlements to available funds. The series VFN-F1 V1 and V2
notes are issued to a group of commercial banks.

KEY RATING DRIVERS

Non-Prime Asset Pool
The charge-off and payment rate performance of the portfolio
differs from that of other rated UK credit card trusts due to the
non-prime nature of the underlying assets. Fitch assumes a steady
state charge-off rate of 18%, with a stress on the lower end of
the spectrum (3.5x for 'AAAsf') due to the high absolute level of
the steady-state assumption and low historical volatility in
charge-offs. Fitch applied a monthly payment rate (MPR) steady-
state assumption of 10%, with a median level of stress (45% at
'AAAsf').

Changing Pool Composition
The portfolio consists of an open book and a closed book, which
have had different historical performance trends. Fitch expects
overall pool performance to migrate towards the performance of
the open book as the closed book amortises. This has been
incorporated into Fitch's steady-state asset assumptions.

Variable Funding Notes Add Flexibility
The structure employs a separate Originator VFN, purchased and
held by NewDay Funding Transferor Ltd, in addition to Series VFN-
F1 providing the funding flexibility typical and necessary for
credit card trusts. It provides credit enhancement to the rated
notes, adds protection against dilution and meets risk-retention
requirements.

Key Counterparties Unrated
The NewDay group acts in a number of capacities through its
various entities, most prominently as originator, servicer and
cash manager to the securitisation. In most other UK trusts,
these roles are fulfilled by large institutions with strong
credit profiles. The degree of reliance is mitigated in this
transaction by the transferability of operations, agreements with
established card service providers, a back-up cash management
agreement and a series-specific liquidity reserve.

Steady Asset Outlook
Fitch maintains its stable outlook on the sector, as performance
deterioration implied by slightly softening macro expectations
remains fully consistent with the steady-state assumptions for UK
credit card trusts (see "Credit Card Index - UK 4Q17"). Fitch's
GDP growth forecast for the UK is 1.6% for 2017 and 1.4% for
2018.

RATING SENSITIVITIES

Rating sensitivity to increased charge-off rate
Increase charge-off rate base case by 25% / 50% / 75%
Series VFN-F1 V1 A: 'BB+sf' / 'BB-sf' / 'NAsf'
Series VFN-F1 V1 E: 'B+sf' / 'Bsf' / 'NAsf'
Series VFN-F1 V1 F: 'NAsf' / 'NAsf' / 'NAsf'

Series VFN-F1 V2 A: 'AAsf' / 'AA-sf' / 'A+sf'
Series VFN-F1 V2 B: 'A+sf' / 'Asf' / 'A-sf'
Series VFN-F1 V2 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'
Series VFN-F1 V2 D: 'BB+sf' / 'BB-sf' / 'B+sf'
Series VFN-F1 V2 E: 'B+sf' / 'Bsf' / 'NAsf'
Series VFN-F2 V2 F: 'NAsf' / 'NAsf' / 'NAsf'

Rating sensitivity to reduced MPR
Reduce MPR base case by 15% / 25% / 35%
Series VFN-F1 V1 A: 'BBBsf' / 'BB+sf' / 'BBsf'
Series VFN-F1 V1 E: 'B+sf' / 'B+sf' / 'B+sf'
Series VFN-F1 V1 F: 'NAsf' / 'NAsf' / 'NAsf'

Series VFN-F1 V2 A: 'AAsf' / 'AA-sf' / 'Asf'
Series VFN-F1 V2 B: 'A+sf' / 'Asf' / 'A-sf'
Series VFN-F1 V2 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'
Series VFN-F1 V2 D: 'BBB-sf' / 'BB+sf' / 'BBsf'
Series VFN-F1 V2 E: 'B+sf' / 'B+sf' / 'B+sf'
Series VFN-F1 V2 F: 'NAsf' / 'NAsf' / 'NAsf'

Rating sensitivity to reduced purchase rate (ie aggregate new
purchases divided by aggregate principal repayments in a given
month)
Reduce purchase rate base case by 50% / 75%/ 100%
Series VFN-F1 V1 A: 'BBB-sf' / 'BBB-sf' / 'BBB-sf'
Series VFN-F1 V1 E: 'B+sf' ' / 'B+sf' / 'B+sf'
Series VFN-F1 V1 F: 'Bsf' / 'NAsf' / 'NAsf'

Series VFN-F1 V2 A: 'AAAsf' / 'AAAsf' / 'AAAsf'
Series VFN-F1 V2 B: 'AAsf' / 'AAsf' / 'AAsf'
Series VFN-F1 V2 C: 'Asf' / 'Asf' / 'Asf'
Series VFN-F1 V2 D: 'BBB-sf' / 'BBB-sf' / 'BBB-sf'
Series VFN-F1 V2 E: 'B+sf' / 'B+sf' / 'B+sf'
Series VFN-F1 V2 F: 'Bsf' / 'NAsf' / 'NAsf'

No rating sensitivities to a reduced purchase rate are shown for
the class A to C notes, as Fitch is already assuming a 100%
purchase rate stress in these rating scenarios.


SALISBURY II-A: Fitch Affirms 'BB+(EXP)' Rating on Class L Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Salisbury II-A Securities 2017
Limited's notes' expected ratings as follows:

GBP481.9 million Class A: affirmed at 'AAA(EXP)sf'; Outlook
Stable
GBP14.0 million Class B: affirmed at 'AAA(EXP)sf'; Outlook Stable
GBP37.0 million Class C: affirmed at 'AA+(EXP)sf'; Outlook Stable
GBP7.3 million Class D: affirmed at 'AA(EXP)sf'; Outlook Stable
GBP12.0 million Class E: affirmed at 'AA-(EXP)sf'; Outlook Stable
GBP20.5 million Class F: affirmed at 'A+(EXP)sf'; Outlook Stable
GBP5.2 million Class G: affirmed at 'A(EXP)sf'; Outlook Stable
GBP5.9 million Class H: affirmed at 'A-(EXP)sf'; Outlook Stable
GBP21.1 million Class I: affirmed at 'BBB+(EXP)sf'; Outlook
Stable
GBP5.1 million Class J: affirmed at 'BBB(EXP)sf'; Outlook Stable
GBP7.6 million Class K: affirmed at 'BBB-(EXP)sf'; Outlook Stable
GBP20.9 million Class L: affirmed at 'BB+(EXP)sf'; Outlook Stable

The transaction is a granular synthetic securitisation of
GBP701.8 million unfunded credit default swap (CDS), referencing
loans granted to UK small- and medium-sized enterprises (SME)
active in different economic sectors. The loans are mostly
secured with real estate collateral and were originated by Lloyds
Bank plc (A+/Stable/F1).

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

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

KEY RATING DRIVERS

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

As of October 2017, the portfolio composition is largely in line
with the initial portfolio. The sub-portfolio of loans to income
producing real estate companies (IPRE pool) represents
approximatively 40% of the total portfolio and the remainder of
the portfolio is composed of loans granted to SMEs in different
industries (BDCS pool). The reported weighted average LTV on the
IPRE pool is 50% and the reported weighted average security
coverage on the BDCS pool is 175%. The portfolio remains
granular, with the top 10 borrowers representing 2.5% of the
total portfolio.

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

RATING SENSITIVITIES

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


TOYR 'R' US: Pension Protection Fund Files Proxy Vote Against CVA
-----------------------------------------------------------------
Tom Beardsworth and Katie Linsell at Bloomberg News report that
Toys "R" Us Inc.'s plans to restructure its U.K. operations face
defeat in a creditor vote, jeopardizing the local business's
chances of avoiding insolvency.

Pension Protection Fund, which is acting for the U.K. arm's
pension plan, understands that creditors will reject the court-
led restructuring proposal at a Dec. 21 meeting, Chief Executive
Alan Rubenstein said in a letter to Frank Field, the chairman of
the House of Commons' Work and Pensions Committee, Bloomberg
relates.

Pension Protection has filed a proxy vote against the planned
Company Voluntary Arrangement, Bloomberg discloses.

"Feeling compelled, despite our engagement with the company, to
vote against the CVA proposals is clearly disappointing,"
Mr. Rubenstein, as cited by Bloomberg, said in the letter, which
was posted on a parliamentary website.  Pension Protection
decided to vote against the proposal after the retailer failed to
agree on a top-up for its corporate pension plan, according to
Bloomberg.

Toys "R" Us U.K. proposed the voluntary restructuring, which
includes shutting at least 26 stores, after its U.S. parent
collapsed under online competition and debt from a US$7.5 billion
leveraged buyout in 2005, Bloomberg states.  If the proposal is
rejected, the U.K. unit is likely to seek court-led
administration or liquidation, Bloomberg relays, citing a court
filing.

The U.K. business listed a GBP79.9 million (US$107 million) claim
from trustees of its pension plan in the CVA proposal, Bloomberg
discloses.

According to Bloomberg, Mr. Rubenstein said Pension Protection,
which operates a bailout fund for U.K. corporate pensions, asked
the retailer to pay GBP8.9 million into its local pension fund
over the next few months.  He said Toys "R" Us U.K. didn't agree
to this and it hasn't made a counteroffer, Bloomberg notes.

                       About Toys "R" Us

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

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

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

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

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

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.  In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice.  The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate
entities, are not part of the Chapter 11 filing and CCAA
proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

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

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland &
Ellis International LLP serve as the Debtors' legal counsel.
Kutak Rock LLP serves as co-counsel.  Toys "R" Us employed
Alvarez & Marsal North America, LLC as its restructuring advisor;
and Lazard Freres & Co. LLC as its investment banker.  It hired
Prime Clerk LLC as claims and noticing agent.  A&G Realty
Partners, LLC, serves as its real estate advisor.

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


                            *********


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-
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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
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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *