/raid1/www/Hosts/bankrupt/TCREUR_Public/180112.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

           Friday, January 12, 2018, Vol. 19, No. 009


                            Headlines


A U S T R I A

CONSTANTIA FLEXIBLES: Moody's Withdraws B1 CFR, Stable Outlook


B E L G I U M

DEXIA CREDIT: Fitch Affirms C Rating on Tier 1 Hybrid Securities


G E R M A N Y

NIKI LUFTFAHRT: Files for Secondary Insolvency in Austria


I T A L Y

MONTE PASCHI: Quaestio Acquires EUR800 Million of Bad Loans


L U X E M B O U R G

ITHACALUX SARL: S&P Rates Euro-/Dollar First-Lien Term Loans 'B'
PLACIN SARL: Moody's Assigns B2 CFR, Outlook Stable


N E T H E R L A N D S

GLOBAL UNIVERSITY: Fitch Assigns B(EXP) First-Time IDR
STORM 2018-I: Moody's Assigns (P)Ba1 Rating to Class E Notes


N O R W A Y

NORDIC PACKAGING: Moody's Puts B1 CFR Under Review for Downgrade


S P A I N

BANCO MARE: Fitch Withdraws BB IDR on Bankia Merger Completion


S W I T Z E R L A N D

SAIRGROUP AG: Jan. 15 6th Interim Payment Appeals Deadline Set


U N I T E D   K I N G D O M

BHS GROUP: Former Owner Attacks Pensions Regulator Over Takeover
CARILLION PLC: UK Government Draws Up Contingency Plans
DEBENHAMS PLC: Moody's Lowers CFR to B1, Outlook Stable
NOBLE GROUP: Closes Down London Oil Desk Amid Financial Woes
RIVIERA MIDCO: Moody's Lowers CFR to Ba3, Outlook Stable

ZPG PLC: Moody's Assigns Ba3 Corp. Family Rating, Outlook Stable


X X X X X X X X

* BOOK REVIEW: Lost Prophets -- An Insider's History


                            *********



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A U S T R I A
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CONSTANTIA FLEXIBLES: Moody's Withdraws B1 CFR, Stable Outlook
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Constantia
Flexibles Holding GmbH (Constantia), the packaging company. At
the time of withdrawal, the ratings were: corporate family rating
of B1 and probability of default rating of B2-PD. The ratings had
a stable outlook.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

Headquartered in Vienna, Austria, Constantia Flexibles is a
global manufacturer of flexible packaging solutions, targeting
the food and pharma industries.


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B E L G I U M
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DEXIA CREDIT: Fitch Affirms C Rating on Tier 1 Hybrid Securities
----------------------------------------------------------------
Fitch Ratings has affirmed Dexia Credit Local's (DCL) Long-Term
Issuer Default Rating (IDR) at 'BBB+' and Short-Term IDR at 'F2'.
The Outlook is Stable.

These rating actions are part of a review of eurozone wind-down
institutions rated by Fitch.

KEY RATING DRIVERS
IDRs, SUPPORT RATING, SUPPORT RATING FLOORS AND SENIOR DEBT

DCL's Long-Term IDR reflects Fitch's view of a high probability
that additional support would be provided to DCL by the bank's
majority shareholders (Belgium, AA-/Stable, and France,
AA/Stable) if required to complete the orderly wind-down of the
company. Fitch view is based on the ownership of DCL, its
sizeable funding guarantees provided by Belgium, France and
Luxembourg (AAA/Stable) as well as the three countries' ability
to provide financial support. DCL is the main operating entity of
Dexia, which is about 53% owned by Belgium and 47% by France.

Fitch continues to factor in state support for DCL despite the
implementation of the European Bank Recovery and Resolution
Directive (BRRD). This reflects Fitch view that BRRD will not be
applied retroactively to DCL, at least as long as its orderly
wind-down progresses in line with plans agreed with the European
Commission (EC).

Fitch views the risk of senior creditor bail-in as remaining low
for DCL given that the Belgian and French states would act pre-
emptively, to the extent possible, to maintain DCL's
capitalisation above minimum requirements. Belgium's and France's
sizeable investment in Dexia (in equity, and together with
Luxembourg funding guarantees granted to DCL for up to EUR85
billion) represent a very strong incentive for the authorities to
provide additional support, if required.

Any new requirement for extraordinary support beyond the state
aid already agreed would require approval from the EC. Fitch
would then expect the EC to liaise with the Single Resolution
Board on the action to take. Fitch believes it is likely that
both parties would seek the least disruptive solution. However,
Fitch also believe that the decision would depend on specific
circumstances, especially the extent to which the orderly wind-
down is proceeding according to plan.

Fitch does not assign a Viability Rating to DCL because it cannot
be meaningfully analysed as a viable entity in its own right as
it is in run-off and relies on state guarantees for funding.

STATE-GUARANTEED DEBT

The ratings on DCL's debt guaranteed by Belgium (51.4%), France
(45.6%) and Luxembourg (3%) are aligned with the ratings of
Belgium as the lowest-rated guarantor, the guarantee being
several but not joint. Each of the three states is responsible
for a share of the overall guarantee and Fitch rates DCL's state-
guaranteed debt on a 'first-dollar of loss' basis.

The 'F1+' rating on DCL's state-guaranteed debt reflects the
'F1+' Short-Term IDR of all three guarantors.

Fitch has withdrawn its short-term rating on DCL's EUR5 billion
French state-guaranteed medium-term notes (MTN) programme as
Fitch no longer consider it to be relevant to Fitch coverage
because the original maturity of the notes cannot be shorter than
one year. This does not affect Fitch long-term rating on the
programme.

DERIVATIVE COUNTERPARTY RATING

Fitch has affirmed the 'BBB+(dcr)' Derivative Counterparty Rating
(DCR) of DCL. The DCR is at the same level as DCL's Long-Term IDR
as the IDR is based on sovereign support (no Viability Rating)
and because derivative counterparties in France have no
preferential status over other preferred senior obligations in a
resolution scenario.

TIER 2 SUBORDINATED DEBT AND HYBRID SECURITIES

DCL's Tier 2 subordinated debt (XS0284386306) matures in 2019
with contractually mandatory coupon payment. The 'B-' rating
reflects a bespoke analysis of the risks of non-performance and
loss severity in the absence of a Viability Rating or alternative
anchor rating.

Although the notes are fully performing, the rating factors in
the lack of financial flexibility for subordinated debt, which
could be bailed in should DCL receive additional state support to
accompany its orderly wind down. Fitch derive the rating by
stressing DCL's credit exposure and comparing the potential
losses with the bank's available capital buffer to determine the
potential need for extraordinary state support.

Fitch has affirmed the rating of DCL's hybrid Tier 1 securities
(FR0010251421) at 'C'. The rating reflects the continued ban
imposed by the EC on contractually non-mandatory coupon payment
of subordinated debt and hybrid securities.

DEXIA DELAWARE'S SHORT-TERM DEBT RATINGS

The short-term ratings on the notes issued under Dexia Delaware
LLC's (Dexia Delaware) US commercial paper programme have been
affirmed at 'F2', in line with DCL's Short-Term IDR. This
reflects DCL's unconditional guarantee for the securities issued
under the programme. Dexia Delaware is a fully-owned funding
vehicle of DCL.

RATING SENSITIVITIES
IDRS, SUPPORT RATING, SUPPORT RATING FLOORS AND SENIOR DEBT

DCL's ratings are sensitive to a reduction in Belgium's or
France's ability or propensity to provide additional support.
This could notably be reflected by a downgrade of Belgium's
sovereign rating by one notch or of France's sovereign rating by
two notches. A significant reduction in state ownership or state-
guaranteed funding that is not a result of lower funding needs,
reducing the incentive to provide additional support, would also
be rating-negative. An upgrade would be contingent on the two
states demonstrating greater support, which is unlikely in
Fitch's view.

The ratings are also sensitive to DCL progressing with its
orderly wind-down in accordance with the plan agreed with the EC.
Deviation from the plan would likely trigger a fresh state aid
review and heighten the likelihood of the EC or Single Resolution
Board requiring more stringent measures, which could include
burden-sharing for senior creditors. This is not Fitch's central
scenario.

STATE-GUARANTEED DEBT

The 'AA-' long-term rating on DCL's state-guaranteed debt is
sensitive to a rating action on the lowest-rated guarantor, which
is currently Belgium. The 'F1+' short-term rating on DCL's state-
guaranteed debt would be downgraded if the Short-Term IDR of any
guarantor is downgraded.

DERIVATIVE COUNTERPARTY RATING

The DCR of DCL is primarily sensitive to changes in DCL's Long-
Term IDR.

TIER 2 SUBORDINATED DEBT AND HYBRID SECURITIES
Upside for the rating of DCL's Tier 2 subordinated debt may
result from a significant de-risking in DCL's loan and investment
portfolios with capital being maintained at solid levels.
Downside may arise from a risk of state support being needed.
Should these instruments be bailed-in, loss severity would likely
be high, which could result in a downgrade to 'CC' or 'C'.

Fitch does not expect coupon payment to resume on DCL's hybrid
Tier 1 securities (FR0010251421) and therefore sees no upside for
the instruments' rating.

DEXIA DELAWARE'S SHORT-TERM DEBT RATINGS

Dexia Delaware's short-term debt guaranteed by DCL is sensitive
to the same factors that would affect DCL's Short-Term IDR.

The rating actions are as follows:

Dexia Credit Local
Long-Term IDR: affirmed at 'BBB+'; Stable Outlook
Short-Term IDR: affirmed at 'F2'
Support Rating: affirmed at '2'
Support Rating Floor: affirmed at 'BBB+'
Derivative Counterparty Rating: affirmed at 'BBB+(dcr)'
State-guaranteed debt: affirmed at 'AA-'/'F1+'
EUR5 billion French state-guaranteed MTN programme's short-term
'F1+' rating: withdrawn
Senior debt: affirmed at 'BBB+'/'F2'
Market-linked notes: affirmed at 'BBB+(emr)'
Tier 2 subordinated debt securities XS0284386306: affirmed at
'B-'
Tier 1 hybrid securities FR0010251421: affirmed at 'C'

Dexia Delaware LLC
USD5 billion US commercial paper programme: affirmed at 'F2'


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G E R M A N Y
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NIKI LUFTFAHRT: Files for Secondary Insolvency in Austria
---------------------------------------------------------
Kirsti Knolle at Reuters reports that airline Niki filed for
insolvency in Austria on Jan. 11, in a move to safeguard an
agreed sale of the Austrian arm of failed Air Berlin to British
Airways owner IAG, its insolvency administrator said.

Niki filed for insolvency in Berlin last month after Germany's
Lufthansa scrapped plans to buy the carrier, but a Berlin
regional court said earlier this week that Niki was not under
German jurisdiction, Reuters recounts.

The ruling, which Niki has appealed, has put a question mark over
the deal with IAG, Reuters states.

According to Reuters, Niki's German administrator now aims to
safeguard the sale by filing for a secondary insolvency in
Austria.

"Niki filed for insolvency in Austria [Thurs]day," Reuters quotes
a spokesman for administrator Lucas Floether as saying.

Austria's Korneuburg regional court said it had received a filing
for secondary insolvency proceedings from Niki, Reuters relates.

"If the court accepts Niki's application, the main proceedings
will stay in Germany with Lucas Floether as Niki's
administrator," the court's Vice President Gernot Braitenberg-
Zennenberg, as cited by Reuters, said.

Mr. Braitenberg-Zennenberg said if the court supports a separate
claim by Fairplane, a group representing airline passengers which
wants the main case to be moved to Austria, the whole insolvency
process would have to start from scratch, Reuters notes.

                        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 T A L Y
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MONTE PASCHI: Quaestio Acquires EUR800 Million of Bad Loans
-----------------------------------------------------------
Rachel Sanderson at The Financial Times reports that boutique
fund Quaestio bought a chunk of bad loans from Monte dei Paschi
di Siena for around EUR800 million.

Milan-based Quaestio said it had bought around 95% of a tranche
of EUR25 billion non-performing loans from Monte Paschi, the FT
relates.

The Tuscan bank is 68% owned by the Italian Treasury, after a
government-backed rescue last year, the FT discloses.

The deal by Quaestio's Italian Recovery Fund underlines the slow
opening up of a market in Italy's bad loans, a breakthrough long
looked for European and Italian regulators to ease the Eurozone's
third largest economy of a significant weight on lending, the FT
notes.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.


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L U X E M B O U R G
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ITHACALUX SARL: S&P Rates Euro-/Dollar First-Lien Term Loans 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level ratings and '2'
recovery ratings to Redwood City, Calif.-based global enterprise
data cloud management software and services provider Ithacalux
S.a r.l.'s U.S. dollar- and euro-denominated first-lien term
loans issued by Informatica LLC. The '2' recovery ratings
indicate S&P's expectation of substantial (70%-90%; rounded
estimate: 75%) recovery of principal in the event of a payment
default. The company is seeking to reprice its dollar and euro-
denominated term loan B, as well as raise an incremental EUR200
million for the euro-denominated term loan B, with proceeds used
to repay an equivalent portion of the dollar-denominated term
loan B.

S&P said, "Our 'B' issue-level rating and '2' recovery rating on
the company's first-lien secured debt remain unchanged. In
addition, our 'CCC+' issue-level rating and '5' recovery rating
on Ithacalux's unsecured debt are also unchanged. The '5'
recovery rating indicates our expectation for modest recovery
(10% to 30%; rounded estimate: 15%) in the event of payment
default.

"Our corporate credit rating remains 'B-' and the stable outlook
reflects our view that Ithacalux's capital structure is
sustainable based on our expectation for meaningful free
operating cash flow (FOCF) over the next 12 months and the
company's ample liquidity cushion."

RATINGS LIST

  Ithacalux S.a r.l.
   Corporate Credit Rating                   B-/Stable/--

  New Rating

  Informatica LLC
   Senior Secured
    $1.424 bil term loan due 2022            B
    Recovery Rating                          2 (75%)
    Euro 442.649 mil term loan due 2022      B
    Recovery Rating                          2 (75%)


PLACIN SARL: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) to
Placin S.a.r.l., which will be the ultimate holding company
within the restricted group of the international berry operator
Planasa SA following the closing of the transaction.
Concurrently, Moody's has assigned B2 instrument ratings to the
EUR195 million senior secured Term Loan B expiring in 2025 and
EUR40 million senior secured revolving credit facility (RCF)
expiring in 2024.

The proceeds of the transaction along with equity injection from
the sponsor will be used to finance the 65% acquisition of
Planasa by funds advised by private equity owner Cinven. The CEO
and current owner, Mr Alexandre P. Darbonne, will retain 35%
shareholding.

The instrument ratings assume that the final capital structure
and terms and conditions of the TLB and RCF will not deviate
materially following the completion of the Term Loan B
syndication.

RATINGS RATIONALE

The B2 CFR reflects Planasa's (1) high profitability, underpinned
by a strong positioning in the higher part of the value chain;
(2) extensive expertise and know-how in the nursery business; (3)
strategic presence in key geographies and high growth markets;
(4) and positive industry demand dynamics in the berry market in
the medium term.

However, the B2 rating also factors in (1) modest scale of
operations reflecting its somehow niche positioning; (2) high
geographical and product concentration; (3) farmers' ample
flexibility and discretion to change plant suppliers; (4)
execution risks related to the business plan.

"Moody's expect Planasa will achieve top line growth at least in
the high-single digit range over the next 12-24 months, driven by
(1) the imminent launch of two new strawberry varieties; (2)
continued market share gains in the US; (3) continued strong
growth in the company's successful raspberry "Adelita"; and (4)
launch of new nurseries in Mexico and the increase of fresh
produce in France and Romania. Having said that, there are
challenges associated with this rapid growth, like the need to
scale and strengthen operational structures in order to balance
the focus on growth with the management of existing operations"
said V°ctor Garc°a Capdevila, a Moody's analyst and lead analyst
for Planasa.

Moody's views the company's liquidity profile as adequate. At
closing of the transaction, the company will have EUR10 million
in cash on the balance sheet and access to EUR40 million RCF,
which coupled with Moody's expectations of a positive free cash
flow generation over the next 12-24 months, will allow Planasa to
meet its cash requirements and working capital needs comfortably
over the next 12-18 months.

RATING OUTLOOK

The stable outlook reflects Moody's expectation of a high-single
digit sales growth, driven by higher penetration rates in
existing markets and entry into new markets in strawberries and
raspberries. The stable outlook also incorporates Moody's
expectations of a slight improvement in profitability over the
next 12-18 months and an adequate liquidity profile at all times.

FACTORS THAT COULD LEAD TO AN UPGRADE

Positive rating pressure could develop if the company
successfully executes on its growth strategy and earnings growth
leads to (1) Moody's adjusted gross debt/EBITDA decreasing
sustainably below 4.0x; and (2) free cash flow/net debt rising
above 5.0%.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Downward rating pressure could occur if operating performance
deteriorates leading to (1) Moody's adjusted gross debt/EBITDA
rising above 5.5x or if free cash flow generation turns negative
leading to a material deterioration in the company's liquidity
profile.

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


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N E T H E R L A N D S
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GLOBAL UNIVERSITY: Fitch Assigns B(EXP) First-Time IDR
------------------------------------------------------
Fitch Ratings has assigned Global University Systems Holding B.V.
(GUSH) an expected Long-Term Issuer Default Rating (IDR) of
'B(EXP)' with a Stable Outlook. Fitch has also assigned
Markermeer Finance B.V.'s GBP530 million Term Loan B (TLB) and
GBP75 million Revolving Credit Facility (RCF) an expected senior
secured rating of 'BB-/RR2(EXP)'. GUSH entities that constitute
at least 80% of the group's EBITDA and total assets guarantee the
pari passu TLB and RCF.

GUSH's expected ratings reflect the group's profile as a private,
for-profit higher-education provider with a diversified portfolio
of institutions. In the UK it owns the University of Law (ULaw)
and Arden University, together with the London School of Business
and Finance (LSBF). The group also owns education institutions in
Canada, Germany and other countries. Its centralised recruitment
and retention division (30% of revenue) recruits students
globally primarily for universities in the US and for group
operations. GUSH has maintained an EBITDA profit margin of around
30% despite acquisitions that have not always been initially
profitable, at least not until synergies with the centralised
recruitment and marketing platform enhance their earnings. Fitch
expects the group to maintain a financial profile with a 4.0x
funds from operations (FFO) net leverage (EBITDA-based 3x, net),
with post-acquisition spikes, and a FFO fixed-charge cover ratio
(FCC) greater than 3x.

The expected ratings also reflect the re-leveraging of the group
after procurement of a new GBP530 million tri-currency-tranched
covenant-lite TLB and a GBP75 million RCF, which increases the
group's EBITDA-based net leverage to 4x from 3.3x at year-end
2016. The proceeds will fund (i) the repayment of the existing 8%
coupon GBP312 million Lake Bridge International PLC notes at end-
January 2018; (ii) amounts upstreamed to shareholder-related
entities outside the restricted group; (iii) a planned GBP90
million acquisition in 2018; and (iv) net of using existing cash,
general corporate purposes.

The conversion of these expected ratings into final ratings is
conditional upon the completion of the above transactions and
final terms and conditions of the debt instruments being in line
with information already received.

KEY RATING DRIVERS

Recurring, Diverse Income Streams: The group's income streams
span multi-year courses and are diverse as to subjects covered,
geography, format (campus or online), under- or post-graduate,
vocational or professional, full- and part-time. The group's
recruitment and retention division sources students for US
universities, as well as the group's owned institutions in the
UK, the rest of the EU, Canada and Singapore. The UK's university
accreditation process and the quality of established courses,
such as ULaw's or LSBF's qualifications provide a level of
barrier to entry. The group quotes high student retention rates
and successful employment rates.

Demand and Value Proposition: Demand for higher education (in the
public and for-profit sectors) comes from within the UK and from
the rise of the middle class in emerging markets who travel to
the UK (and the US) for English-speaking courses in law,
accountancy, business and finance. Some intake is less price-
sensitive. GUSH management says that the UK government has not
outlined restrictive student immigration policies in respect of
EU students, thus Brexit should not curtail recruitment directly.

As 48% of the group's students are from the UK and based on UK
campuses and around 39% of the group's students take online
courses where residency is not an issue, Fitch would expect an
adverse student immigration policy to have a moderate impact on
the group.

Acquisitive Group: Fitch expects this private entrepreneur-owned
group to continue to be acquisitive. Acquisitions can dilute the
group's consolidated EBITDA margin (around 30%) until group
synergies are realised by using the centralised recruitment and
retention platform. Acquisition activity has included entities
with on-line proprietary models (Arden, High-Q) as well as
expanded geographic and/or academic field footprints.

Fitch expects the group to maintain a 4.0x FFO adjusted net
leverage (EBITDA-based 3x, net), with post-acquisition spikes,
and a FFO-based FCC ratio greater than 3x.

Recent Non-Cash-Generative Profile: The group's cash-flow profile
should improve as the expensive Lake Bridge bond is prepaid and
more of the recruitment and retention division's front-loaded
(yet multi-year) revenue flows through to later years' FFO for
the group. This did not happen in FY16 (fiscal year to end-
November) and FY17, as this division's revenue provision included
cash flows due to be received in years two and three, whereas the
cost base is expensed as incurred. This has the effect of
flattering EBITDA in these early years, but should make a
positive contribution to cash flow from operations (CFFO) in FY18
and thereafter.

Good Recoveries for TLB Lenders: The GBP530 million multi-
currency secured TLB, which ranks pari passu with the GBP75
million RCF, is rated two notches above the IDR. This reflects
Fitch's expectations of a 75% recovery rate for the TLB, which
falls within the 'RR2' recovery rating range, as per Fitch's
criteria.

DERIVATION SUMMARY

Compared with Fitch's credit opinions on private education
providers at the lower end of the single 'B' rating category,
GUSH benefits from a more diversified income footprint by
geography and by type of higher education (business,
vocational/professional, under- and post-graduate) as well as
format (traditional campus or online learning). Its ULaw and LSBF
institutions have a higher profile than some peers' portfolios.
GUSH is able to plug its acquired entities into the group's high-
margin centralised recruitment and retention platform,
particularly since student recruitment and marketing costs are a
significant cost burden for smaller education groups.

GUSH's pro forma FFO-adjusted gross leverage of 5.0x (4.0x net),
including the FY18 planned acquisition, is better than lower-
rated peers', despite most peers having free cash-flow (FCF)
capacity to deleverage quickly. However, GUSH's lack of CFFO in
FY15 and FY16, which improves a little in FY17 (due to accrued
income and working-capital items) is a negative feature of the
group's financial profile compared with the more consistent
profiles within Fitch's portfolio of credit opinions.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case are listed below.

- As detailed above, the expected ratings assume the TLB and RCF
proceeds are used to repay the Lake Bridge bond at end-January
2018, upstream amounts to shareholder-related entities, pay for
the FY18 planned acquisition, and used for general corporate
purposes.

- Fitch assumes 4% organic revenue growth a year for the group
(compared with 2014-2017 tuition fee CAGR of around 6%). This
includes +6% a year for academic and professional revenue and
maintained levels of revenue from the recruitment and retention
division (whose P&L income provision affects later years' cash
flows). This 4%-6% annual growth rate is conservative given
incremental revenues, as courses are developed for online and
existing materials used across different group entities. Fitch's
rating case kept costs (largely variable) as a percentage of
revenue without including the benefits of further synergies, thus
the EBITDA margin remained around 31%.

- Fitch assumes that the group's tax rate is 15% of profit
before tax and no dividends are paid after amounts are upstreamed
to shareholder interests at closing of the proposed refinancing.

- Fitch's rating case assumes GBP50 million of acquisitions a
year after FY18, at a 12x EV/EBITDA multiple, using internal cash
resources. Complementary acquisition activity may cause a spike
in year-end leverage metrics, but after group FCF generation,
Fitch expects the financial profile to improve and FFO adjusted
net leverage to fall back to around 4.0x and FFO FCC to be
greater than 3x in the short term.

- Concerning revenue provisions from recruitment and retention
segment flows, second- and third-year income streams booked in
FY15, FY16 and FY17 are scheduled to flow to CFFO.

- Concerning Brexit and the perception of, or actual immigration
rules, Fitch assumes that there is no constraint on EU student
applications to GUSH's UK-based courses.

Recovery Analysis

Fitch believes GUSH is likely to be sold or restructured as a
going concern rather than liquidated given that the value of the
business lies in the strength of its institutions and recruitment
platform. Fitch calculates a going-concern value of GBP455
million compared with a GBP113 million liquidation value.

Based on the group's FY17 to November estimated EBITDA and pro
forma for FY18's planned acquisition, Fitch have assigned an
EBITDA discount of 20%, which translates into a post-
restructuring EBITDA of GBP84 million, a level at which the firm
would be generating neutral to marginally positive FCF. This
discount is in line with peers, weighing up the stability of
GUSH's core European business schools, the risk profile of the
recruitment and retention division, and the visibility of
revenues (multi-year courses and new student enrolment numbers) a
year ahead.

Fitch applied a distressed EV/EBITDA multiple of 6.0x reflecting
the business' portfolio diversification, strong brands and
prospective FCF potential. Fitch estimate recoveries at 'BB-
(EXP)'/'RR2'/75% for the senior secured RCF (assumed to be fully
drawn) and the TLB, which rank pari passu.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
- FFO adjusted gross leverage below 4.0x (FFO net leverage below
   3.0x) on a sustained basis
- FFO fixed charge cover above 2.5x on a sustained basis
- Sustained positive FCF after acquisitions
- Maintaining 30% EBITDA (comparable 20% FFO) margin with
   positive cash flow contribution from recruitment and
   retention, stemming from a successful integration of lower
   profit-margin acquisitions into the group.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- FFO adjusted gross leverage above 6.5x (FFO net leverage
   between 5.0-5.5x) on a sustained basis
- FFO fixed charge cover below 2.0x on a sustained basis
- EBITDA margin below 20% (and/or FFO margin below 10%).

LIQUIDITY

Adequate Liquidity: After prepaying the Lake Bridge bond, Fitch
expects the group to have a seven-year secured GBP530 million TLB
at a cost lower than the prepaid bond, and a six-year GBP75
million RCF. Pro forma based on year-end 2017's (to end-November)
actual cash position, and the new capital structure in place,
management states that the group will have over GBP100 million of
pro forma cash, which Fitch believes is satisfactory.

FULL LIST OF RATING ACTIONS

Global University Systems Holding B.V. (GUSH)
Long-Term Issuer Default Rating (IDR): 'B(EXP)' Stable Outlook

Markermeer Finance B.V.
GBP530 million Term Loan B and GBP75 million RCF guaranteed by
GUSH: 'BB-/RR2(EXP)'


STORM 2018-I: Moody's Assigns (P)Ba1 Rating to Class E Notes
------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
following classes of notes to be issued by STORM 2018-I B.V.:

-- EUR[*] million Senior Class A Mortgage-Backed Notes due 2065,
    Assigned (P)Aaa (sf)

-- EUR[*] million Mezzanine Class B Mortgage-Backed Notes due
    2065, Assigned (P)Aa1 (sf)

-- EUR[*] million Mezzanine Class C Mortgage-Backed Notes due
    2065, Assigned (P)Aa3 (sf)

-- EUR[*] million Junior Class D Mortgage-Backed Notes due 2065,
    Assigned (P)A2 (sf)

-- EUR[*] million Subordinated Class E Notes due 2065, Assigned
    (P)Ba1 (sf)

STORM 2018-I B.V. is a revolving securitisation of Dutch prime
residential mortgage loans. Obvion N.V. (not rated) is the
originator and servicer of the portfolio.

RATINGS RATIONALE

The provisional ratings on the notes take into account, among
other factors: (1) the performance of the previous transactions
launched by Obvion N.V.; (2) the credit quality of the underlying
mortgage loan pool; (3) legal considerations; and (4) the initial
credit enhancement provided to the senior notes by the junior
notes and the reserve fund.

The expected portfolio loss of [0.65]% and the MILAN CE of [7.6]%
serve as input parameters for Moody's cash flow and tranching
model, which is based on a probabilistic lognormal distribution,
as described in the report "The Lognormal Method Applied to ABS
Analysis", published in July 2000.

MILAN CE for this pool is [7.6]%, which is in line with preceding
revolving STORM transactions and in line with other prime Dutch
RMBS revolving transactions, owing to: (i) the availability of
the NHG-guarantee for [22.49]% of the loan parts in the pool,
which can reduce during the replenishment period to [20]%, (ii)
the replenishment period of 5 years where there is a risk of
deteriorating the pool quality through the addition of new loans,
although this is mitigated by replenishment criteria, (iii) the
Moody's weighted average loan-to-foreclosure-value (LTFV) of
[91.41]%, which is similar to LTFV observed in other Dutch RMBS
transactions, (iv) the proportion of interest-only loan parts
([56.43]%) and (v) the weighted average seasoning of [7.22]
years. Moody's notes that the unadjusted current LTFV is
[90.67]%. The difference is due to Moody's treatment of the
property values that use valuations provided for tax purposes
(the so-called WOZ valuation).

The risk of a deteriorating pool quality through the addition of
loans is partly mitigated by the replenishment criteria which
includes, amongst others, that the weighted average CLTMV of all
the mortgage loans, including those to be purchased by the
Issuer, does not exceed [85]% and the minimum weighted average
seasoning is at least [40] months. Further, no new loans can be
added to the pool if there is a PDL outstanding, if loans more
than 3 months in arrears exceeds [1.5]% or the cumulative loss
exceeds [0.4]%.

The key drivers for the portfolio's expected loss of [0.65]%,
which is in line with preceding STORM transactions and with other
prime Dutch RMBS transactions, are: (1) the availability of the
NHG-guarantee for [22.49]% of the loan parts in the pool, which
can reduce during the replenishment period to [20]%; (2) the
performance of the seller's precedent transactions; (3)
benchmarking with comparable transactions in the Dutch RMBS
market; and (4) the current economic conditions in the
Netherlands in combination with historic recovery data of
foreclosures received from the seller.

The transaction benefits from a non-amortising reserve fund,
funded at [1.02]% of the total Class A to D notes' outstanding
amount at closing, building up to [1.3]% by trapping available
excess spread. The initial total credit enhancement for the Aaa
(sf) provisionally rated notes is [7.47]%, [6.45]% through note
subordination and the reserve fund amounting to [1.02]%. The
transaction also benefits from an excess margin of [50] bps
provided through the swap agreement. The swap counterparty is
Obvion N.V. and the back-up swap counterparty is COOPERATIEVE
RABOBANK U.A. ("Rabobank"; rated Aa2/P-1). Rabobank is obliged to
assume the obligations of Obvion N.V. under the swap agreement in
case of Obvion N.V.'s default. The transaction also benefits from
an amortising cash advance facility of [2.0]% of the outstanding
principal amount of the notes (including the Class E notes) with
a floor of [1.45]% of the outstanding principal amount of the
notes (including the Class E notes) as of closing.

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

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

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

Significantly higher losses compared with Moody's expectations at
close due to either a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors
would lead to rating actions.

For instance, should economic conditions be worse than forecast,
the higher defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in a downgrade of the ratings.
Downward pressure on the ratings could also stem from (1)
deterioration in the notes' available credit enhancement; or (2)
counterparty risk, based on a weakening of a counterparty's
credit profile, particularly Obvion N.V. and Rabobank, which
perform numerous roles in the transaction.

Conversely, the ratings could be upgraded: (1) if economic
conditions are significantly better than forecasted; or (2) upon
deleveraging of the capital structure.

STRESS SCENARIOS:

Moody's Parameter Sensitivities: At the time the ratings were
assigned, the model output indicated that Class A notes would
have achieved Aaa (sf), even if MILAN CE was increased to 10.64%
from 7.60% and the portfolio expected loss was increased to 1.95%
from 0.65% and all other factors remained the same.

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 the typical EMEA RMBS transaction are
calculated by stressing key variable inputs in Moody's primary
rating model.

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


===========
N O R W A Y
===========


NORDIC PACKAGING: Moody's Puts B1 CFR Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed under review for a downgrade
the B1 corporate family rating (CFR) and B1-PD probability of
default rating (PDR) of Nordic Packaging and Container Holdings
Limited ("NPAC"), as well as the B1 ratings of the senior secured
first lien facilities issued by its guaranteed subsidiary Nordic
Packaging and Container (Finland) Holdings Oy.

The review process has been triggered by a transaction announced
on December 22, when NPAC signed an agreement to sell 100% of the
outstanding shares of Powerflute Group Holdings Oy, the owner of
its semi-chemical fluting activity (Powerflute), to Mondi Plc
(Baa1 stable) for a total consideration of EUR365 million on a
cash free debt free enterprise value basis, implying roughly a
nine times EBITDA multiple.

"The placement of the ratings review for a downgrade is primarily
driven by the fact that the sale of the Powerflute business will
lead to a meaningful reduction of NPAC's scale and profitability,
the impact of which will not be fully offset by the proposed
reduction of leverage", says Martin Fujerik, lead analyst for
NPAC.

RATINGS RATIONALE

With the sale of the Powerflute business, NPAC will lose roughly
50% of its EBITDA generation. The remaining coreboard and cores
business (Corenso), one of the world's leading producers of high
performance cores and coreboards for a wide range of end markets
sold under the brand Corenso, generated around EUR32-33 million
of EBITDA in 2017 on a standalone basis, as estimated and
adjusted by the company. NPAC also has central costs, which have
been historically EUR3-4 million p.a. at the current perimeter.
This would make NPAC by far the smallest issuer in Moody's rated
paper and paper packaging universe in terms of an absolute EBITDA
generation and the substantial reduction of scale will also make
NPAC's leverage more sensitive to any future changes of EBITDA.

The transaction will also negatively impact NPAC's fairly high
profit margins, as the Powerflute business has been historically
more profitable than Corenso. Moody's estimate that Moody's
adjusted EBITDA margin will reduce from 16.4% for the last 12
months to September 2017 period to roughly 13%.

The impact of lower scale and profitability is not going to be
fully offset by the proposed reduction of financial leverage. The
term loan documentation will require proceeds from the sale to be
used to repay debt until pro forma net leverage is 4.0x (around
4.8x currently). NPAC's management currently estimates that
roughly 50% of the purchase price will be used to repay debt,
while the majority of the remainder is currently expected to be
used to pay dividends to shareholders.

This transaction is still subject to regulatory approval and is
expected to close in the first half of 2018. Moody's expects to
conclude the review upon the closure of the sale. The review will
mainly focus on the assessment of expected capital structure
after the transaction and financial policies. The rating agency
expects that a potential downgrade would most likely be limited
by one notch.

WHAT COULD CHANGE THE RATING UP/DOWN

If the transaction does not materialise, NPAC's ratings may be
downgraded in the event of deterioration in the operating
performance, reflected in (i) financial leverage failing to
decline towards 5.0x (Moody's adjusted), or (ii) (RCF-capex)/debt
declining to below 4%. The ratings could also be downgraded if
the company recorded negative free cash flow and if liquidity
weakened.

NPAC's ratings may be upgraded if (i) financial leverage,
measured as gross debt/EBITDA (Moody's adjusted) falls below
4.0x, (ii) the company further improves EBITDA margins (Moody's
adjusted) to above 16%, and (iii) is able and improve cash flow
generation, exhibited by (RCF-capex)/debt of over 8%. An upgrade
would also require the company to maintain a good liquidity
profile and improve its operational flexibility relatively to the
current concentration on only a few large production sites.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.


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


BANCO MARE: Fitch Withdraws BB IDR on Bankia Merger Completion
--------------------------------------------------------------
Fitch Ratings has withdrawn Banco Mare Nostrum, S.A.'s (BMN)
ratings, including the Long-Term Issuer Default Rating (IDR), and
Viability Rating (VR), following the completion of the merger
with Bankia, S.A. (BBB-/Stable) and BMN ceasing to exist as a
separate legal entity.

KEY RATING DRIVERS
IDRS, VR, SUPPORT RATING AND SUPPORT RATING FLOOR

BMN's IDRs, VR, Support Rating Floor (SRF), and Support Rating
(SR) have been withdrawn following the completion of BMN's merger
with Bankia which resulted in BMN's assets and liabilities being
transferred to Bankia and BMN ceasing to exist as a legal entity.
Fitch views the transaction as rating-neutral for Bankia's
ratings.

SENIOR DEBT

BMN's senior debt ratings have been upgraded to 'BBB-' from 'BB'
and removed from Rating Watch Positive (RWP) to be aligned with
those of Bankia.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

BMN's subordinated notes have been upgraded to 'BB+' from 'BB-'
to reflect a higher probability of them performing following the
transfer to Bankia. These instruments are notched down once from
Bankia's VR of 'bbb-' for loss severity because of lower recovery
expectations relative to senior unsecured debt.

RATING SENSITIVITIES
SENIOR DEBT

The debt class is performing and, following the transfer to
Bankia, Fitch considers its risk profile to be the same now as
the same class of debt issued by Bankia and thus is sensitive to
the same factors affecting Bankia's Long-Term IDR.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The debt class is performing and, following the transfer to
Bankia, Fitch considers its risk profile to be the same now as
the same class of debt issued by Bankia and thus is sensitive to
the same factors affecting Bankia's VR.

The rating actions are as follows:

Banco Mare Nostrum, S.A.
Long-Term IDR: withdrawn at 'BB'/RWP
Short-Term IDR: withdrawn at 'B'/RWP
Viability Rating: withdrawn at 'bb'
Support Rating: withdrawn at '5'
Support Rating Floor: withdrawn at 'No Floor'
Senior unsecured debt transferred to Bankia: long-term rating
upgraded to 'BBB-' from 'BB' and short-term rating upgraded to
'F3' from 'B', all removed from RWP
Commercial paper transferred to Bankia: upgraded to 'F3' from
'B', removed from RWP
Subordinated debt transferred to Bankia: upgraded to 'BB+' from
'BB-', removed from RWP


=====================
S W I T Z E R L A N D
=====================


SAIRGROUP AG: Jan. 15 6th Interim Payment Appeals Deadline Set
--------------------------------------------------------------
The provisional distribution list for the 6th interim payment
in the debt restructuring proceedings with assignment of assets
concerning SAirGroup Ag in debt restructuring liquidation,
Hirschengraben 84, 8001 Zurich, will be open for inspection by
the creditors concerned between January 3, 2018 and January 15,
2018, at the offices of the liquidator, Karl Wuthrich, attorney-
at-law, Wenger Plattner, Seestrasse 39, Goldbach Center, 8700
Kusnacht.  For inspection creditors are asked to call the hotline
at +41(0)43 222 38 50 to arrange an appointment.

Appeals against the provisional distribution list must be lodged
with the District court of Zurich, supervisory authority for debt
enforcement and bankruptcy, Wengistrasse 30, P.O. Box, 8026
Zurich, within 10 days of the list's publication, i.e. by January
15, 2018 (date of postmark of a Swiss post office.  If no appeals
are lodged, the 6th interim payment will be made as provided for
in the provisional distribution list.

Bondholders of SAirGroup AG and beneficiaries of the Company's
guarantees for the benefit of Euro-bonds issued by SAir Group
Finance (NL) B.V. and SAirGroup Finance (USA) Inc., who have not
yet registered their claims with SAirGroup AG, find information
on claiming the fourth interim payment on the liquidator's
website (www.liquidator-swissair.ch, heading "Bonds").


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


BHS GROUP: Former Owner Attacks Pensions Regulator Over Takeover
----------------------------------------------------------------
Jaya Narain at The Telegraph reports that former BHS owner
Dominic Chappell struggled to recall his own age as he told a
court he was "devastated" by the "outrageous" stance of the
pensions watchdog after he took over the high street chain.

The retail novice and three-time bankrupt, who bought BHS from
Sir Philip Green's Arcadia Group just GBP1 in 2015, attacked The
Pensions Regulator from the witness box, branding its approach to
his takeover "aggressive and hostile", The Telegraph relates.

BHS subsequently collapsed with the loss of 11,000 jobs 13 months
later, leaving a pensions black hole of around GBP571 million,
The Telegraph recounts. Sir Philip later agreed to pay GBP363
million towards it, The Telegraph relays.

Mr. Chappell, 51, initially wrongly gave his age as 50 as he
faced charges of failing three times to hand over information to
pensions watchdogs over two BHS schemes, which had a combined
total of 19,000 members, The Telegraph discloses.

Brighton Magistrates Court heard evidence from an interview with
Mr. Chappell carried out by The Pensions Regulator, in which he
claimed there had been an "industrial-sized" shredder seen
outside Arcadia-run BHS offices, was shredding bin bags of
documents prior to his takeover, The Telegraph relates.

According to The Telegraph, in the interview Mr. Chappell said:
"We didn't know about it until after we bought the company.  They
[staff] were putting bin bags of documents into it."

He told the court he was shocked to receive a Section 72 demand
for documents from regulators just six days after meeting with
them to discuss a way forward, The Telegraph notes.

Mr. Chappell told Brighton Magistrates Court he was outraged
because he had conducted a lengthy meeting with The Pensions
Regulator during the company takeover process to help them
uncover details of the massive pension deficit, The Telegraph
relays.

According to The Telegraph, Mr. Chappell told the court Sir
Philip Green had kept details of a huge deficit "hidden" for more
than a decade and he had tried to work out a way the deficit
could be managed properly.

After receiving the Section 72, Mr. Chappell told the court he
immediately tasked a team of solicitors, accountants and
executives to gather the information demanded by The Pensions
Regulator, The Telegraph states.

Mr. Chappell, as cited by The Telegraph, said he received a
second Section 72 notice after the firm had gone into
administration.

But he claimed he and his executives were "locked out" of the
offices by the administrator and had no access to thousands of
vital documents, The Telegraph notes.

He said as well as being locked out of the offices there were
also huge demands on his time with ongoing investigations being
carried out by the Insolvency Service, HMRC as well as being
called to appear before a Parliamentary Sub-Committee, The
Telegraph relates.


CARILLION PLC: UK Government Draws Up Contingency Plans
-------------------------------------------------------
Hannah Boland at The Telegraph reports that the UK government has
drawn up contingency plans for Carillion's collapse, it admitted
on Jan. 10, as investors await news of the outcome of crunch
talks between the contractor and lenders over its future.

According to The Telegraph, Cabinet Office parliamentary
secretary Oliver Dowden said: "We of course make contingency
plans for all eventualities . . . Carillion is a major supplier
to the Government with a number of long-term contracts."

The company has been in crisis since last July, when it issued a
shock profit warning on the back of an GBP845 million writedown
and its chief executive, Richard Howson, stepped down, The
Telegraph recounts.

Shares in the outsourcer have fallen almost 90% since the summer,
wiping over GBP700 million from its market value, The Telegraph
discloses.

Carillion plc employs about 43,000 people worldwide and provides
services to half the UK's prisons, as well as hundreds of
hospitals and schools.


DEBENHAMS PLC: Moody's Lowers CFR to B1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has downgraded Debenhams Plc long-term
corporate family rating ("CFR") to B1 from Ba3. Concurrently,
Moody's has downgraded the probability of default rating ("PDR")
to B1-PD from Ba3-PD and the senior unsecured ratings on the
GBP200 million notes due in 2021 to B1 from Ba3. The outlook on
the rating is stable.

"The action reflects Moody's expectations that credit metrics
will deteriorate to a level not commensurate with the Ba3 rating"
says Ernesto Bisagno, a Moody's Vice President - Senior Credit
Officer and lead analyst for Debenhams. "The downgrade also
reflects the increased execution risk behind the new strategy as
a result of the UK ongoing difficult trading conditions", added
Mr Bisagno.

RATINGS RATIONALE

Debenhams B1 rating reflects (1) a highly competitive and
promotional environment in the UK; (2) negative sales
developments in the UK; (3) fashion risk mitigated by product
diversification; (4) high operating and financial leverage owing
to long operating leases and weakened cash flow generation.

However, the rating is supported by (1) Debenhams established
market position in the UK, backed by a portfolio of well-invested
department stores in prime locations; (2) diversified product
ranges including clothing and non-clothing products; (3) growing
online and international sales.

As of fiscal 2017, leverage (Moody's adjusted debt to EBITDA)
stood at 5.7x marginally up from 5.5x with the increase due to a
modest decline in EBITDA. Despite the low level of funded debt of
GBP315 million, leverage was high because of a material GBP2.2
billion adjustment related to the operating leases, which are
currently capped at 10x the annual rent, according to Moody's
methodology and adjustments.

Following Debenhams trading update, Moody's expects the company's
metrics to deteriorate in fiscal 2018 beyond its original
expectations. This is because the UK trading environment has
continued to be volatile and highly competitive with a
combination of weaker-than-expected demand in some areas and more
promotional activity. As a result, whilst gross transaction for
17 weeks to 30 December only declined marginally by 0.8%, company
guided gross margin to decline by 150 basis point in the first
half.

Based on that, Moody's is now forecasting a profit before tax in
2018 in line with the mid-point of the revised guidance of a
range of GBP55 million to GBP65 million, with part of the
pressure mitigated by additional cost saving of GBP10 million
above the previous guidance.

Moody's expects some earnings stabilization in 2019. However, the
current trading conditions have increased the execution risk
around the growth strategy announced in April 2017. More
positively, Moody's notes some encouraging signs around digital
sales growth, stronger contribution from the new store format, as
well as the positive sales growth in the international
activities.

However, Moody's expects a more pronounced deterioration in
Debenhams credit metrics in 2018 with leverage to increase
towards 6.4x, as a combination of lower EBITDA and marginally
higher debt due to the high investments. More positively, Moody's
understands that the company has some flexibility to reduce
and/or postpone some of its capex as well as to curtail the
dividends.

LIQUIDITY ANALYSIS

Debenhams' liquidity at fiscal 2017 was good, underpinned by
unrestricted cash of GBP40 million and a GBP320 million RCF
(GBP225 million undrawn) maturing in June 2020 with an extension
option to June 2021.

The RCF has two maintenance covenants tested quarterly: a net
leverage and an interest coverage ratio covenant, with no step-up
over the life of the instrument. Moody's understands that current
headroom under its covenants is ample but expects to tighten in
2018 following the weakened operating performance. In addition,
Moody's expects the free cash flow generation to turn modestly
negative in 2018 as a combination of the high capex and lower
earnings.

Access to the RCF is important because it helps cover the
seasonally high working capital requirements. EBITDA in the
second quarter of the company's financial year (December to
February) is traditionally the highest as the company benefits
from the holiday season, and at its lowest in Q3 i.e., March to
May (although May is usually a good month in terms of earnings
contribution). Debenhams' working capital inflow is at its
highest point in November/December and hits a low point in
September during the build-up to the sale seasons and in
January/February as the company settles its payables. May is
another important period for the company corresponding to a
specific promotional period.

Debenhams' debt structure does not contain any amortizing debt or
short-term debt maturities since the GBP200 million senior notes
are due in 2021.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that credit
metrics will remain commensurate with the B1 rating over 2018-19.

WHAT COULD CHANGE THE RATING UP/DOWN

Upside rating potential is limited but could develop if Debenhams
was successful in restoring earnings growth. Assuming that the
company does not adopt a more shareholder-oriented financial
policy in the future, upward pressure could be exerted on the
rating if the company improves its balance sheet with adjusted
gross debt/EBITDA declining towards 5.75x, on a sustainable
basis.

Conversely, Moody's could downgrade the ratings if Debenhams'
performance deteriorates such that profitability weakens and
leverage increases above 7.0x, on a sustainable basis. Additional
pressure on the rating would reflect a decline in GTV.

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


NOBLE GROUP: Closes Down London Oil Desk Amid Financial Woes
------------------------------------------------------------
Florence Tan at Reuters reports that Noble Group is closing down
its London oil desk and winding down its Asia oil operations,
sources familiar with the matter said, as heavy losses and high
debt force what was once Asia's biggest commodities trader to
restructure.

The closures follow the sale of its larger U.S. oil trading
business to Vitol, announced in October, and a nine-month loss of
some US$3 billion reported in November, Reuters notes.

Since then, Noble has been winding down its remaining oil trading
operations in London and Singapore, with many key traders leaving
to join competitors, Reuters relays.

"That (U.S. oil business) comprised the material share of Noble's
oil business.  The rest . . . has either closed or is in the
final process of sale," Reuters quotes a source familiar with the
matter as saying.

The company, which had a market capitalization of US$6 billion in
early February 2015, was plunged into crisis after a report by
blogger Iceberg Research later that month questioning its
accounting, Reuters recounts.

In an effort to stay afloat, the firm has been forced to sell key
parts of its global business across commodities but the company
continued to post major losses and some asset sales have fetched
less than expected, Reuters states.

According to Reuters, Paul Brough, who was appointed chairman
last year, said in December that he would take steps to avoid
insolvency and was in the process of negotiating a debt
restructuring program.

Noble had bank debt of about US$1.2 billion and bonds aggregating
to about US$2.3 billion as of mid-December, Reuters states.
Noble has sought alternative financing, Reuters says.


RIVIERA MIDCO: Moody's Lowers CFR to Ba3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) of UK-based ice-cream manufacturer Riviera MidCo SA (the
company or Froneri), part of Froneri group, to Ba3 from Ba2 and
its probability of default rating (PDR) to Ba3-PD from Ba2-PD.
Concurrently, Moody's has downgraded the senior secured ratings
on the existing facility (consisting of a term loan and revolving
credit facility) of Froneri International plc to Ba3 from Ba2.
The outlook on all ratings is stable.

"The downgrade of Foneri's ratings to Ba3 reflects Moody's
expectations that, following the company's decision to upsize its
existing facility, its key credit metrics will remain weak until
2019, when benefits from the company's cost savings initiatives
should materialize and result in a reduction in financial
leverage", says Paolo Leschiutta a Moody's Vice President -
Senior Credit Officer and lead analyst for the company. "Proceeds
from the add-on to the facility will be up-streamed outside of
the restricted group and used to repay the existing EUR800
million shareholder loan provided by NestlÇ S.A. (Aa2 stable).
The loan was part of the financing for the joint venture created
in October 2016 between NestlÇ's ice cream and selected frozen
food business mainly in Europe and the R&R Ice Cream's
activities", adds Mr. Leschiutta.

RATINGS RATIONALE

The downgrades reflect the fact that the additional EUR800
million of debt within the restricted group will result in a
sustained increase in the financial leverage of the restricted
group, measured as Moody's adjusted debt to EBITDA ratio, which
is expected to exceed 5.5x at FYE December 2017 pro-forma for the
transaction and to only gradually reduce towards 4.0x by December
2019. Furthermore Moody's calculations include only a number of
the restructuring costs the company will sustain over the coming
months in order to achieve the planned cost synergies following
the creation of the joint venture. These costs will continue to
depress the company's Moody's adjusted profitability measures and
free cash flow generation until the end of 2019. The deleveraging
during the next 12 to 18 months assumes that the company will be
able to generate an incremental amount of cost efficiency which
in Moody's view is subject to a degree of execution risks.

The Ba3 rating will be initially weakly positioned as cash
generation will remain depressed by restructuring costs. The
rating is nonetheless sustained by the sound business profile of
Froneri as (1) the second-largest ice cream business in Europe
and the third largest globally; (2) a geographically diversified
presence in both mature and emerging markets; (3) a good
portfolio of brands, including NestlÇ's brands, and with a strong
presence in private label business; and (4) good innovation
capability. The rating also reflects a degree of support from
NestlÇ's ownership as the Swiss food producer will maintain its
47.9% ownership, at the same level as PAI Partners.

On the negative side the rating is constrained by the business
concentration on the seasonal ice cream activity and challenged
by the integration process as the company targets a significant
profitability improvement, expecting cost savings will exceed the
original targets by 2021. As at September 2017, Moody's
understands that overhead savings were substantially higher than
budgeted which provides some comfort on the company's ability to
achieve its cost reduction targets. This is somewhat offset by
significant implementation costs. In addition to that Moody's
cautions that limited financial information on the joint venture
has been disclosed so far. Moody's assessment factors in
forecasts for 2017 and outer years and will capture more granular
financial information as they become available.

Moody's views the company's liquidity as adequate, comprising a
cash balance of EUR265 million as of September 2017 and a EUR220
million revolving credit facility (RCF). Given the seasonal
nature of the ice cream business, liquidity needs can fluctuate
significantly from quarter to quarter and involve a reliance on
the company's RCF and factoring facilities in some quarters.
Working capital requirements are typically higher in the first
half of each year, owing to the build-up of inventory for the
summer selling period in Europe.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation of a gradual
deleveraging through EBITDA growth due to cost savings and
synergies. This also assumes no dividend payments, no significant
debt financed acquisitions and no reduction in the NestlÇ's stake
in the joint venture.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Positive rating pressure could develop if Froneri successfully
achieves its cost savings programme while achieving a financial
policy which balances the interests of its shareholders and those
of its creditors and reduces its Moody's adjusted debt/ EBITDA
ratio towards 3.5x. Downward rating pressure could develop if the
company's leverage ratio (with Moody's adjustments) remains
significantly above 4.5x on a sustainable basis, free cash flow
remains negative beyond 2018, or if liquidity concerns arise.

The principal methodology used in these ratings was Global
Packaged Goods published in January 2017.

Headquartered in the UK, Froneri is the joint venture(JV) formed
between R&R Ice Cream (previously owned by PAI Partners) and
NestlÇ S.A.'s ice cream and selected frozen food business mainly
in Europe. The JV operates primarily in Europe, the Middle East
(excluding Israel), Argentina, Australia, Brazil, the Philippines
and South Africa. Froneri operates in more than 20 countries
generating combined revenues of almost EUR2.5 billion. It employs
around 10,000 people.


ZPG PLC: Moody's Assigns Ba3 Corp. Family Rating, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating (CFR) and a Ba3-PD probability of default rating (PDR) to
ZPG Plc. Concurrently, Moody's has assigned a Ba3 instrument
rating to the new 5.5-years GBP200 million senior unsecured notes
to be issued by ZPG. The outlook on all ratings is stable.

The proceeds from the notes, together with approximately GBP124
million drawings under a new 5-years GBP200 million Revolving
Credit Facility (RCF), will be used to repay GBP191 million of
existing RCF drawings and GBP125 million of outstanding term loan
financing and pay transaction costs. At closing, the company is
expected to have approximately GBP9.8 million of cash on balance
sheet.

RATINGS RATIONALE

ZPG's CFR of Ba3 reflects (1) the company's established brands
and good position in the UK property classified market (#2 and #3
property classified portals) and among the top Price Comparison
Websites (PCWs) in the UK, (2) the diversified revenue stream
between subscription-based (property division) and transactional
(comparison division) contracts, (3) the high cash flow
generation albeit currently absorbed by acquisitions and
dividends, (4) the clear strategy of consolidating the company's
role as a value-added intermediary for end-consumers and
partners/suppliers, and (5) the good growth prospects supported
by cross-selling opportunities and the secular shift of
advertising spend to online from traditional channels.

The CFR also reflects (1) the modest scale and the predominantly
UK geographic presence, (2) the exposure to cyclical property
market and online advertising spending, (3) the highly
competitive environment heightened by constant threat of new
disruptive technologies and business models which could erode
established position and margins, (4) the M&A strategy which,
while core for consolidating the company's position, carries re-
leveraging and execution risks, (5) the dependence on third
parties' search engines to direct traffic toward its platforms,
and (6) the high Moody's adjusted gross leverage at opening of
4.5x, impacted by material deferred consideration and earn-outs,
which however is expected to decline below 4.0x by September
2018.

ZPG's revenue has increased to pro-forma GBP284.3 million in full
year 2017 (September year-end) from GBP64.5 million in FY2013
mainly as a result of acquisitions. The acquisitions of the UK
comparison websites uSwitch in 2015 and Money.co.uk in 2017
contributed approximately a combined GBP90 million to revenue. In
line with revenue, the company's adjusted EBITDA increased to
pro-forma GBP113.4 million for FY2017 PF from GBP29.4 million in
2013. The company adjusted EBITDA margin has decreased to 39.9%
in 2017 from 45.6% in 2013 as a result of the business
diversification in the lower-margin comparison business.

While organic growth is difficult to assess, given the numerous
acquisitions carried out, Moody's note that the legacy property
division shows positive KPI (average revenue per partners
("ARPP") and number of partners) trends. The number of property
partners has increased to 24,962 in 2017 from 18,676 in 2013
while ARPP increased during the same period to GBP358 a month
from GBP264 a month. In 2015, Zoopla recorded a decline in the
number of estate agents (-13.8%) due to the entry in the market
of the new portal OnTheMarket. Since then the management has
confirmed that it has been able to win back more than 1,000 of
the approximately 4,500 partners originally lost.

Moody's believes that companies like ZPG, which operates in
dynamic environments with intense competition from existing and
new businesses, are required to maintain lean operations and
conservative capital structures in order to absorb any revenue or
margin decline and be in a position to best react to unexpected
increase in competition.

Given the high pro-forma Moody's adjusted gross leverage as of
September 2017 of 4.5x, Moody's considers the company to be
weakly positioned in the current rating category. However, the
current rating is based on the expectation that ZPG will be able
to demonstrate significant de-leveraging in the next 12 months
toward a Moody's adjusted gross leverage of 3.5x as a result of
EBITDA growth, RCF partial repayments and reduction in deferred
considerations and earn-outs.

The Moody's opening leverage is impacted by the presence of
deferred considerations and earn-outs which Moody's currently
estimates at approximately GBP70 million at the end of 2017. The
total contractual maximum amount of deferred consideration and
earn-outs to be paid over the next five years is calculated by
the company at GBP27.1 million and GBP92.5 million respectively.
Moody's understands that up to 90% of the GBP92.5 million of
earn-outs could be paid in cash or shares at the option of ZPG.
Should the earn-outs be settled with ZPG's shares, this would
proportionally reduce Moody's adjusted leverage.

The current rating assumes that the company will carry out future
acquisitions balancing the use of financial debt, equity and cash
on balance sheet with deferred considerations and earn-outs in a
way that it will continue to remain comfortably below the
maintenance covenant test level and that Moody's adjusted gross
leverage, which also includes the amount of deferred
considerations and earn-outs, will sustainably move below 4.0x by
September 2018.

Liquidity profile

ZPG's liquidity profile, pro-forma for recent acquisitions and
proposed refinancing, is adequate supported by GBP9.8 million of
cash on balance sheet and GBP76 million availability under the
new GBP200 million RCF.

Moody's expects ZPG to deliver positive free cash flow (FCF) in
2018-19, supported by relative high margins and limited capex
needs and despite dividend payments. The company has a publicly
stated dividend policy which targets a pay-out ratio of 35-45% of
profits before share-based payments and exceptional items.

While free cash flow - calculated after interest expenses, cash
taxes, capex and dividend payments - has been positive in the
last three years and at around GBP30-40 million per annum, the
company has not built up any cash on balance sheet as excess cash
has been mainly used to support M&A strategy. As a consequence of
the recent acquisitions, the company will have significant
deferred and contingent considerations payments in the next 12-24
months. Going forward, Moody's expects that any excess cash will
be used to repay drawings under the new GBP200 million RCF and to
part fund acquisitions.

Structural considerations

The pro forma capital structure comprises GBP200 million 5.5-
years senior unsecured notes and a GBP200 million 5-years RCF.
The notes and the RCF rank pari passu. The instrument rating of
Ba3 assigned to the notes is in line with the company's CFR. The
capital structure includes two financial maintenance covenants: a
net leverage ratio, with a maximum covenant level set at 3.5x,
and an interest cover ratio, with a minimum covenant level set at
3.0x. Pro-forma for the envisaged transaction, the company has an
opening reported net leverage of 2.8x. It is Moody's
understanding that the management is committed to maintain
comfortable headroom under the two financial maintenance
covenants also in the event of additional acquisitions.

Rating outlook

The stable outlook reflects Moody's expectation that ZPG will
maintain its position within the markets and verticals where it
operates while deleveraging toward 3.5x by the end of September
2018 supported by revenue and EBITDA growth, reduction in
outstanding deferred considerations/earn-outs and good execution
in consolidating recently acquired businesses. The outlook
assumes no major debt-funded acquisitions, or adoption of a more
aggressive financial policy with regard to shareholder
distributions.

Factors that could lead to an upgrade

ZPG's modest size and the lack of geographic diversification
limit the likelihood of a rating upgrade in the near term.
However, if the scale and the business diversification improve
over time combined with a solid track record, Moody's would
consider an upgrade if: (i) revenues continue to grow steadily
and EBITDA margins improve on a sustained basis; (ii) Moody's
adjusted debt/ EBITDA reduces below 2.5x on a sustained basis;
and (iii) Moody's adjusted Free Cash Flow / debt is at around
20%.

Factors that could lead to a downgrade

Conversely, downward ratings pressure could develop if: (i) ZPG's
competitive profile weakens, for example as result of a material
erosion in the company's market share; (ii) Moody's adjusted
debt/ EBITDA remains above 4.0x; or (iii) the liquidity profile
significantly deteriorates.

Principal Methodology

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

Profile

Founded in 2007 and headquartered in London, ZPG Plc operates
some of the most relevant UK home-related digital platforms
including the #2 and #3 UK property portals Zoopla and
PrimeLocation and the price comparison websites for home services
switching (uSwitch) and for financial services products
(Money.co.uk). The company also offers software for estate agents
(PSG) and automated residential property valuation tools
(Hometrack and Calcasa) for estate agents and financial
institutions. Across its platforms, the company has now more than
54 million monthly visits generating more than 6 million leads
per month for its estate agent partners and household suppliers.

For the last twelve months to September 2017, pro-forma for
acquisitions, ZPG reported revenue of GBP284.3 million and
company's adjusted EBITDA - which excludes exceptional payments
and share-based compensations - of GBP113.4 million. The company
generates approximately 52% of revenue from comparison services
(22% from energy vertical, 16% communications, 14% finance) and
48% from property services (32% marketing division, 8% software,
8% data).

ZPG's largest shareholder remains DMGZ Limited with 29.8% as of
September 2017 (31.3% in 2016FY). Alex Chesterman, Founder &
Chief Executive Officer, holds 0.97% (2% in 2016FY) while the
shares owned by institutional shareholders increased to 64.3%
from 60.8% one year ago. At the end of September 2017, the
company employed approximately 1,000 people.


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


* BOOK REVIEW: Lost Prophets -- An Insider's History
----------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry
Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre's personal perspective on the U.S. economy over
the past four decades is firmly grounded in his experience and
knowledge. Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day. He brings to this critical overview
of the economy both a lively, often provocative, commentary on
the picture of the turns of the economy. To this he adds sharp
analysis and cogent explanation.
In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay." Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued. In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of
Sweden apparently in an effort to give the profession of
economists the prestige and notice of medicine, science,
literature and other Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles. It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right. Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed. For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s. But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day. Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle. He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such. "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics. In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics
book of 1987.



                            *********

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,
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Editors.

Copyright 2018.  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 * * *