/raid1/www/Hosts/bankrupt/TCREUR_Public/180119.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 19, 2018, Vol. 19, No. 014


                            Headlines


G E R M A N Y

NIKI: Founder Promises to Keep Jobs Under Rescue Proposal
NIKI: IAG Still Optimistic on Acquisition Despite Court Ruling
NIKI LUFTFAHRT: German Administrator Has Yet to Decide on Appeal
SUMMIT GERMANY: Moody's Assigns Ba1 CFR, Outlook Stable
SUMMIT GERMANY: S&P Assigns 'BB+' Long-Term CCR, Outlook Stable


G R E E C E

GREECE: Likely to Exit EU Bailout Program in August


I R E L A N D

CARLYLE GLOBAL 2014-3: Moody's Assigns (P)B2 Rating to E-R Notes
CARLYLE GLOBAL 2014-3: Fitch Rates Class E-R Notes 'B-(EXP)'
SHEFFIELD CDO: Moody's Withdraws Ca Rating on Class D Notes
TYMON PARK: Moody's Assigns (P)Ba2 Rating to Class D Sr. Notes


I T A L Y

BANCA CARIGE: Fitch Affirms B- IDR, Off Rating Watch Negative
MONTE DEI PASCHI: Fitch Puts 'CCC+' Rating to Tier 2 Debt Issue
BERICA 5: Fitch Hikes Rating on Class C Notes From BB-


N E T H E R L A N D S

ALME LOAN IV: Moody's Assigns B2(sf) Rating to Cl. F-R Sr. Notes
ALME LOAN IV: Fitch Assigns B- Rating to Class F-R Notes
DRYDEN 29 2013: Moody's Assigns B1(sf) Rating to Class F Notes


N O R W A Y

NORSKE SKOGINDUSTRIER: At Center of Global Hedge Funds Dispute


S W E D E N

SAMHALLSBYGGNADSBOLAGET: S&P Assigns 'BB' CCR, Outlook Stable


U N I T E D   K I N G D O M

CARILLION PLC: Government Secures Wage Deal with 90% of Clients
FOUR SEASONS: Moody's Appends LD to Caa-3 PDR, Outlook Negative
LHC3 PLC: Fitch Assigns BB- Final IDR to Senior PIK Notes
MISSOURI TOPCO: Moody's Affirms B3 CFR Amid Refinancing Plans
PINNACLE BIDCO: Fitch Puts 'B(EXP)' Issuer Rating, Outlook Stable


X X X X X X X X

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


                            *********



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


NIKI: Founder Promises to Keep Jobs Under Rescue Proposal
---------------------------------------------------------
Shadia Nasralla at Reuters reports that in the battle for
insolvent Austrian airline Niki, its founder Niki Lauda sought to
woo employees in an open letter on Jan. 17 by promising jobs to
all current staff.

An agreed sale of Niki to British Airways owner IAG, brokered by
Niki's German administrator, was thrown into doubt last week by
two court rulings saying Austria was the relevant jurisdiction
for the insolvency proceedings, Reuters relates.

This paved the way for former Formula One world champion Mr.
Lauda to bid again for the airline he founded in 2003, but which
most recently was part of failed airline Air Berlin, itself
bought by Lufthansa, Reuters states.

The deadline for new offers to be submitted to Niki's Austrian
administrator, who is cooperating with her German counterpart, is
today, Jan. 19, and both IAG and Mr. Lauda have said they will
bid again, Reuters notes.

According to Reuters, in his letter to Niki employees -- of which
there were around 1,000 in December, although some have quit
since -- Mr. Lauda said he could finance his bid without any
problems, but did not give figures or details.

"My Laudamotion GmbH has an AOC (certificate to allow commercial
flight operations) and an operating permit and can take over
(Niki's) slots immediately," Reuters quotes Mr. Lauda as saying
in his letter.

"All Niki employees will get a job offer . . . Not only will
flight operations be taken over but also administration and
technology (operations)."

                         About Air Berlin

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

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

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

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

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


NIKI: IAG Still Optimistic on Acquisition Despite Court Ruling
--------------------------------------------------------------
Alistair Smout at Reuters reports that British Airways owner IAG
said on Jan. 16 it was hopeful that it could complete its agreed
acquisition of Austria's Niki quickly after a court ruled that
the administration process should be conducted in Austria rather
than Germany.

"IAG remains interested in the assets of Niki and is looking
forward to the new process being completed promptly," Reuters
quotes IAG as saying in a statement.

It had agreed with German administrators to buy the holiday
airline for EUR20 million and integrate it into its Vueling
brand, before the court ruling threw that plan into doubt,
Reuters recounts.

IAG, as cited by Reuters, said "The Group remains hopeful that
Vueling can continue with its acquisition and safeguard up to 740
former Niki jobs in Austria and Germany."


                      About Air Berlin

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

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

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

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

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


NIKI LUFTFAHRT: German Administrator Has Yet to Decide on Appeal
----------------------------------------------------------------
Shadia Nasralla and Kirsti Knolle at Reuters report that the
German administrator for Austrian airline Niki has not yet
decided whether he will withdraw an appeal against a German court
ruling that moved Niki's insolvency proceedings to Austria, his
spokesman said in emailed statement to Reuters.

Lucas Floether is hoping to salvage a deal he brokered to sell
Niki to British Airways owner IAG, Reuters notes.

According to Reuters, that deal was called into question by the
German court ruling and a subsequent similar one in Austria
handing the main proceedings to an Austrian administrator.

Mr. Floether said earlier on Jan. 16 that he would work closely
with his Austrian counterpart, Reuters relates.

                         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.


SUMMIT GERMANY: Moody's Assigns Ba1 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has assigned a first-time corporate
family rating (CFR) of Ba1 to Summit Germany Limited ("Summit
Germany" or the "Issuer"), a publicly-listed commercial real
estate company based in Germany. At the same time, Moody's
assigned a Ba1 rating to the proposed issuance of EUR250 million
senior unsecured notes maturing 2025 to be issued by Summit
Germany. The outlook on the ratings is stable.

"The Ba1 Corporate Family Rating reflects the company's
relatively small but well diversified portfolio of commercial
real estate assets in major cities and secondary locations in
Germany" says Emmanuel Savoye, a Moody's Assistant Vice President
and lead analyst for Summit Germany.

Summit Germany is a publicly-listed commercial real estate
company with focus on office (77% of gross asset value as of
September 2017), retail (7%) and logistics properties (16%)
spread predominantly around the top seven cities in Germany. As
of September 2017, the company's portfolio comprised 85
individual properties with a total lettable floor space of
approximately 0.9 million square meters and an aggregated
portfolio value of EUR1.0 billion. The weighted average lease
term (WALT) amounted to 4.2 years. As of September 2017, the
company generated an annual net rental income of EUR65.5million
and had over 50 employees. The company is listed on the London
AIM stock exchange with a market capitalization of EUR591 million
as of January 12, 2018.

The net proceeds of the notes will mainly be used to refinance
part of the company subsidiaries' secured debt including debt of
Deutsche Real Estate AG. The transaction is credit positive
because it will lengthen Summit Germany's average debt maturity
to 6.7 years, decrease its average borrowing costs to
approximately 2.6% and increase its unencumbered asset pool to
65%.

The assigned Corporate Family Rating assumes that the notes will
be issued successfully. The rating assigned to the notes assumes
there will be no material variations to the draft legal
documentation. However, Moody's understand that the size of the
issuance remains subject to market conditions.

RATINGS RATIONALE

The Ba1 CFR reflects (i) the company's relatively small but well
diversified portfolio of commercial real estate assets in major
cities and secondary locations in Germany, which is focused on
office but also includes retail and logistics properties, (ii)
good cash flow generation provided by a high yielding property
portfolio and leading to a strong fixed charge coverage ratio of
4.9x, (iii) robust fundamentals for commercial real estate in
Germany, (iv) the company's business model, including a positive
track record in active property management which has led to a
decline in vacancy rates of the core portfolio to 7.5%, as well
as tenant and asset granularity which reduces risk and (v) an
adequate liquidity profile pro-forma for the bond and adequate
effective leverage of around 40% for the assigned rating.

These positive factors are offset by (i) the somewhat
opportunistic business model leading to the acquisition of
properties offering value creation opportunities through active
portfolio management; (ii) the value-added nature of the
portfolio, as reflected by the high yield generated, small
average size of the properties, and mostly non-central locations
within Germany's largest cities, (iii) the company's relatively
small size also compared to other investment grade peers, (iv)
minority interest for part of the portfolio.

Moody's expects the notes to be unsecured and rank pari passu
with all other unsecured obligations of the issuer. The notes
will not be guaranteed by any of Summit's subsidiaries including
Deutsche Real Estate AG. However, the notes will benefit from
financial covenants including a maximum Loan to Value ratio of
60% and a maximum Secured Debt to Total Asset ratio of 45%.

Deutsche Real Estate AG will be outside the restricted group.
However, Summit Germany controls Deutsche Real Estate AG as it
holds a share in excess of 80% in the company. Furthermore, any
additional indebtedness at Deutsche Real Estate AG level will be
included in the calculation of the loan-to-value notes covenant,
effectively limiting additional indebtedness at this level.
Whilst no material debt is expected at the level of this
subsidiary, Moody's note that any future debt will be
structurally senior to the notes.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to generate stable cash flows and maintain good
liquidity while keeping high occupancy levels and a balanced
growth strategy. The outlook also reflects a favourable German
macroeconomic environment and strong property market
fundamentals.

FACTORS THAT COULD LEAD TO AN UPGRADE

A rating upgrade could result from an increase in scale and
diversification, and continuing a track record of increasing
occupancy and rents while maintaining a large proportion of the
portfolio in central locations of the top 7 German cities. An
upgrade would also require a track record of operating at a
Moody's adjusted debt / gross assets of around 40% with financial
policies that support that leverage, while maintaining a fixed
charge coverage (FCC) above 4.0x.

FACTORS THAT COULD LEAD TO A DOWNGRADE

The rating could come under pressure if Moody's adjusted debt /
gross assets is sustained well above 50%, or fixed charge
coverage decreased below 2.5x. The rating could also come under
pressure if the asset quality within the portfolio deteriorated
and/or if the vacancy rate increased.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


SUMMIT GERMANY: S&P Assigns 'BB+' Long-Term CCR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term corporate credit
rating to the Germany-based real estate company Summit Germany
Ltd. The outlook is stable.

S&P said, "At the same time, we assigned our 'BBB-' issue rating
to Summit's proposed EUR250 million senior unsecured notes. The
recovery rating on the notes is '2', indicating our expectation
of substantial recovery (70%-90%; rounded estimate: 85%) in the
event of a payment default.

Summit is a real estate investment company focused on commercial
properties in secondary locations in Germany. The company
currently owns and manages 85 premises, valued at about EUR980
million as of Sept. 30, 2017. The majority of its assets are
office properties (76% of portfolio value); the remainder are
logistic assets (17%) and retail real estate (7%). S&P
understands the company also has two residential development
projects, but exposure to development is small (less than 5% of
the total investment portfolio). The company's strategy is to
expand its portfolio size to about EUR1.5 billion in the next few
years, while enhancing its diversification.

S&P said, "Our rating takes into account the company's relatively
small portfolio size and scale compared with higher-rated
commercial real estate (CRE) companies that focus on offices in
Europe, such as Alstria Office REIT-AG or Beni Stabili SpA SIIQ.
The company is exposed solely to the German economy, which
remains a highly fragmented real estate market across all
segments. However, we understand that Summit's portfolio is well
spread across the country, locations close to metropolitan areas
and midsize cities with good infrastructure, near motorways, or
international airports, such as Berlin, Cologne, or Stuttgart. We
estimate that the macroeconomic fundamentals in the majority of
Summit's locations are favorable, with positive demand trends for
the CRE sector, relatively low unemployment rates, and GDP
growth.

We believe that about 20% of the portfolio is located in more
rural areas or less dynamic cities, such as Eberswalde, Hof, or
Obernkirchen, where the replacement of departing tenants may take
longer compared with more central locations. Summit's tenant base
is large, with about 680 tenants, mainly domestic companies. The
company has some tenant concentration on Volkswagen AG generating
about 7% of total rental income, and Deutsche Telekom AG, which
accounts for a further 6.7% of total annual rental income.
Nevertheless, we understand the risk is partly mitigated across
several lease agreements with both tenants.

"We assess Summit's asset quality in terms of asset size and age
as average and in line with rated German peers, such as Alstria
Office REIT-AG or DEMIRE Deutsche Mittelstand Real Estate AG.
Most of the buildings are between 5,000 and 20,000 square meters,
with limited need for capital expenditures (capex; estimated at
EUR6 million to EUR8 million per year). The top-10 assets
represent 40% of total market value, with the largest asset
counting for 8.5%, an office building in Berlin with over 100
tenants. The company's average lease term of 4.4 years is
slightly below other rated office players (five years or longer)
but compares well with the German market lease length of
approximately 3.6 years. Most of Summit's lease contracts are
index-linked or subject to fixed annual increases, which should
give the company some organic rental growth in the future."

On Sept. 30, 2017, total portfolio EPRA (European Public Real
Estate Association) vacancy stood at about 9%, excluding vacant
space for redevelopment. S&P expects the company to marginally
decrease vacancy levels in the next 12 to 24 months, including
newly acquired properties and some benefits from the disposal of
noncore assets, representing about eight buildings and EUR20
million of portfolio value that has an average vacancy of above
50%.

Summit is a listed company on the Alternative Investment Market
of the London Stock Exchange, and its main shareholder, Summit
Real Estate Holdings (50%), is headquartered in Guernsey, U.K.
Further minority shareholders are Invesco with about 29% and
Fidelity with about 8%. The remaining 12% of shares are free
float. Summit represents 90% of Summit Real Estate Holdings' cash
generation and is consolidated under group accounts, constituting
a significant proportion of the consolidated group. S&P said, "We
therefore see Summit as playing an integral role in Summit Real
Estate Holdings' identity and strategy. The two entities also
share a name and brand, and the group's reputation and risk-
management activities are closely linked. We believe that Summit
Real Estate Holdings is likely to support Summit under any
foreseeable circumstances, as the subsidiary is fundamental to
its strategy and performance."

Summit's financial risk profile is underpinned by its moderate
leverage, with S&P Global Ratings-adjusted ratio of debt to debt
plus equity of approximately 45% and its solid EBITDA interest
coverage close to 4x. The company's average debt maturity is 5.3
years, with 95% of debt fixed-rate or hedged. S&P understands
that the company's strategy is to extend its maturity profile
further, while keeping limited exposure to variable-rated
liabilities.

In July 2017, Summit Real Estate Holding provided Summit a loan
of EUR19.5 million at a coupon of 8%. S&P said, "We include the
loan in our debt calculations. We understand the loan was issued
as part of a transaction funding and will be repaid in the short
term."

S&P said, "Under our base-case scenario, we expect Summit to
maintain stable leverage ratios, including debt to debt plus
equity of close to 45%, in line with the company's financial
policy of a maximum loan-to-value ratio of 50%. We expect EBITDA
interest coverage to remain well above 3x, thanks to the ongoing
favorable low interest rate environment and the company's low
exposure to variable-rate debt. We believe that the company will
finance its growth plans with a balanced mix of debt and equity
and that the portfolio will benefit from some positive asset
revaluations.

"The stable outlook reflects our view that Summit's portfolio,
including ongoing asset rotation, should generate increasing
recurring cash flows, thanks to a stable office leasing market in
its main locations and favorable underlying market conditions in
Germany. We expect the company to generate like-for-like rental
growth of around 2% over the next 12 months, mainly stemming from
the positive fundamentals of the German real estate market and
re-lettings. Most of Summit's properties in secondary locations,
such as midsize cities or near metropolitan areas across Germany,
benefit from favorable demand trends. We believe occupancy levels
will remain broadly stable with a marginal decline of existing
vacant space.

"We forecast EBITDA interest coverage will remain well above 3x
in the next 12 months, and debt to debt plus equity will be
approximately 45%, in line with the company's financial policy.

"We could raise the rating if Summit enhanced the scale and scope
of its portfolio, similar to rated CRE peers in the lower
investment-grade category, with vacancy levels well below 10%,
including newly acquired assets, locations with solid underlying
macroeconomic fundamentals, and premises that have well-
diversified tenant structures."

In addition, an upgrade would also depend on the company
maintaining current credit metrics, with the ratio of debt to
debt plus equity well below 50% and interest coverage remaining
high, above 3x.

An upgrade would also hinge on our assessment of the controlling
shareholder Summit Real Estate Holding and the alignment of the
credit quality between the two entities.

S&P said, "We could lower the rating if the company increased its
leverage, with a debt-to-debt-plus-equity ratio of 50% or above
or EBITDA interest coverage falling to 2.4x or below. This
situation could materialize if Summit were to alter its current
announced financial policy and undertook additional debt-financed
acquisitions.

"We could also lower the rating if the company disposed of a
material share of its property portfolio, thereby reducing its
scale and scope and increasing its concentration on single assets
or tenants, resulting in a decline in the overall portfolio size
to well below EUR1 billion, or investment in less favorable
secondary locations away from metropolitan hubs.

"Likewise, a weakening of our view of the controlling shareholder
Summit Real Estate Holding would constrain the rating."


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G R E E C E
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GREECE: Likely to Exit EU Bailout Program in August
---------------------------------------------------
Nektaria Stamouli at The Wall Street Journal reports that after
nearly eight years of economic and political turmoil, Greece is
within striking distance of freeing itself from a bailout regime
that has been traumatic for its citizens and has badly strained
the eurozone.

According to the Journal, with both Athens and other European
capitals eager to put the Greek drama behind them, an exit from
the bailout program at its expiration in August is looking
likely.

"The [European] crisis ends where it first appeared, where it
started -- in the south," the Journal quotes Prime Minister
Alexis Tsipras as saying at a meeting earlier this month of
Southern Europe leaders.  "It ends substantially and symbolically
where it started with the exit of Greece from the [bailout
regime] in August 2018."

But the next months will determine whether Athens wins a much-
desired clean exit from the regime, or whether any post-bailout
program comes with politically sensitive strings attached to
prevent a replay of the last decade's sovereign-debt crisis, the
Journal states.

Late on Jan. 15, Greek parliamentarians approved the latest
package of reforms, including new bankruptcy procedures and
limits on unions' ability to stage strikes, that were demanded by
creditors to release the next tranche of bailout funds --
expected to be between EUR6 billion (US$7.36 billion) and EUR7
billion, the Journal recounts.

The swift passage clears the way for talks over the final reforms
Athens must enact to prepare its economy and public finances to
do without the lifeline from European and international
creditors, the Journal notes.  The discussions about Greece's
post-bailout future are likely to start in April, during the
spring meetings of the International Monetary Fund, but a final
decision isn't expected before June, the Journal discloses.


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CARLYLE GLOBAL 2014-3: Moody's Assigns (P)B2 Rating to E-R Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
nine classes of notes to be issued by Carlyle Global Market
Strategies Euro CLO 2014-3 Designated Activity Company ("CGMSE
14-3", the "Issuer"):

-- EUR3,000,000 Class X Senior Secured Floating Rate Notes due
    2032, Assigned (P)Aaa (sf)

-- EUR265,750,000 Class A-1A-R Senior Secured Floating Rate
    Notes due 2032, Assigned (P)Aaa (sf)

-- EUR5,250,000 Class A-1B-R Senior Secured Fixed Rate Notes due
    2032, Assigned (P)Aaa (sf)

-- EUR22,000,000 Class A-2A-R Senior Secured Floating Rate Notes
    due 2032, Assigned (P)Aa2 (sf)

-- EUR20,000,000 Class A-2B-R Senior Secured Fixed Rate Notes
    due 2032, Assigned (P)Aa2 (sf)

-- EUR26,000,000 Class B-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned (P)A2 (sf)

-- EUR22,500,000 Class C-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned (P)Baa2 (sf)

-- EUR32,500,000 Class D-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned (P)Ba2 (sf)

-- EUR13,000,000 Class E-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in January 2032. The provisional ratings reflect the
risks due to defaults on the underlying portfolio of assets, the
transaction's legal structure, and the characteristics of the
underlying assets. Furthermore, Moody's is of the opinion that
the Collateral Manager, CELF Advisors LLP ("CELF Advisors") has
sufficient experience and operational capacity and is capable of
managing this CLO.

The Issuer will issue the Class X Notes, the Class A-1A-R Notes,
the Class A-1B-R Notes, the Class A-2A-R Notes, the Class A-2B-R
Notes, the Class B-R Notes, the Class C-R Notes, the Class D-R
Notes and the Class E-R Notes (the "Refinancing Notes") in
connection with the refinancing of the Class A-1A Senior Secured
Floating Rate Notes due 2027, the Class A-1B Senior Secured Fixed
Rate Notes due 2027, the Class A-2A Senior Secured Floating Rate
Notes due 2027, the Class A-2B Senior Secured Fixed Rate Notes
due 2027, the Class B Senior Secured Deferrable Floating Rate
Notes due 2027, the Class C Senior Secured Deferrable Floating
Rate Notes due 2027, the Class D Senior Secured Deferrable
Floating Rate Notes due 2027 and the Class E Senior Secured
Deferrable Floating Rate Notes due 2027 ("the Refinanced Notes"),
previously issued on October 29, 2014 (the "Original Issue
Date"). The Issuer will use the proceeds from the issuance of the
Refinancing Notes to redeem in full the Original Notes that will
be refinanced. On the Original Issue Date, the Issuer also issued
EUR44,250,000 of unrated Subordinated Notes, which will remain
outstanding.

CGMSE 14-3 is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior obligations and up to
10% of the portfolio may consist of unsecured senior loans,
unsecured senior bonds, second lien loans, mezzanine obligations,
high yield bonds and/or first lien last out loans. At closing,
the portfolio is expected to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe. The
remainder of the portfolio will be acquired during the nine month
ramp-up period in compliance with the portfolio guidelines.

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

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

Methodology Underlying the Rating Action:

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

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017.

The cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate. In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

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

Target Par Amount: EUR437,500,000

Defaulted par: EUR0

Diversity Score:43

Weighted Average Rating Factor (WARF): 2950

Weighted Average Spread (WAS): 3.45%

Weighted Average Fixed Coupon (WAC): 3.75%

Weighted Average Recovery Rate (WARR): 44.00%

Weighted Average Life (WAL): 9.26 years

Moody's adjusted the Weighted Average Life of its base case when
compared to the transaction's covenant of 8.75 years. This
adjustment accounts for the flexibility given to the Collateral
Manager to exclude certain assets from the Weighted Average Life
Test calculation if the Aggregate Principal Balance of the
portfolio (for the determination of which all assets are carried
at their par amount) is greater than Reinvestment Target Par
Balance.

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
government bond ratings of A1 or below. According to the
portfolio constraints, the total exposure to countries with a
local currency country risk bond ceiling ("LCC") below Aa3 shall
not exceed 10%, , the total exposure to countries with an LCC
below A3 shall not exceed 5% and the total exposure to countries
with an LCC below Baa3 shall not exceed 0%. Furthermore, the
eligibility criteria require that obligors be domiciled in a
"Non-Emerging Market Country", with the latter being defined as a
country, the Moody's local currency risk ceiling of which is at
least "A3". As a result, in accordance with the methodology,
Moody's did not adjust the target par amount depending on the
target rating of each class of notes.

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the provisional ratings assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), assuming that all other factors are
held equal.

Percentage Change in WARF -- increase of 15% (from 2950 to 3393)

Rating Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

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

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

Class A-2A-R Senior Secured Floating Rate Notes: -2

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

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

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

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

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

Percentage Change in WARF -- increase of 30% (from 2950 to 3835)

Class X Senior Secured Floating Rate Notes: 0

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

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

Class A-2A-R Senior Secured Floating Rate Notes: -4

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

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

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

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

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


CARLYLE GLOBAL 2014-3: Fitch Rates Class E-R Notes 'B-(EXP)'
------------------------------------------------------------
Fitch Ratings has assigned Carlyle Global Market Strategies Euro
CLO 2014-3 DAC refinancing notes expected ratings:

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

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

Carlyle Global Market Strategies Euro CLO 2014-3 DAC is a cash
flow collateralised loan obligation (CLO). The proceeds of this
issuance will be used to redeem the old notes, with a new
identified portfolio comprising the existing portfolio, as
modified by sales and purchases conducted by the manager. The
portfolio is managed by CELF Advisors LLP. The refinanced CLO
envisages a further 4.5 year reinvestment period and an 8.75 year
weighted average life (WAL).

KEY RATING DRIVERS

B' Portfolio Credit Quality
Fitch considers the average credit quality of obligors to be in
the 'B' range. The Fitch weighted average rating factor (WARF) of
the current portfolio is 33.85, below the indicative maximum
covenant of 34.5 for assigning expected ratings.

High Recovery Expectations
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch weighted average recovery rate of the current
portfolio is 67.95%, above the covenanted minimum for assigning
expected ratings of 63.6%, corresponding to the matrix WARF of
34.5 and weighted average spread of 3.45%.

Limited Interest Rate Exposure
Fixed-rate liabilities represent 5.8% of the target par, while
fixed-rate assets can represent up to 10% of the portfolio. The
transaction is therefore partially hedged against rising interest
rates.

Diversified Asset Portfolio
The covenanted maximum exposure to the top 10 obligors for
assigning expected ratings is 20% of the portfolio balance. This
covenant ensures that the asset portfolio will not be exposed to
excessive obligor concentration.

VARIATIONS FROM CRITERIA

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

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

TRANSACTION SUMMARY

The issuer will amend the capital structure and reset the
maturity of the notes as well as the reinvestment period. The
transaction will feature a 4.5 year reinvestment period, which is
scheduled to end in 2022.

The issuer will introduce the new class X notes, ranking pari
passu and pro-rata to the class A-1 notes. Principal on these
notes is scheduled to amortise in eight equal instalments
starting from the first payment date. Class X notional is
excluded from the over-collateralisation tests calculation, but a
breach of this test will divert interest and principal proceeds
to the repayment of the class X notes.

RATING SENSITIVITIES

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


SHEFFIELD CDO: Moody's Withdraws Ca Rating on Class D Notes
-----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of two notes
rated by Sheffield CDO, Ltd.:

-- USD22M (Current Outstanding Balance USD9.6M) Class C
    Deferrable Interest Secured Floating Rate Notes due 2046,
    Withdrawn (sf); previously on Apr 25, 2016 Affirmed Caa2 (sf)

-- USD17.25M (Current Outstanding Balance USD24.8M) Class D
    Deferrable Interest Secured Floating Rate Notes due 2046,
    Withdrawn (sf); previously on Apr 25, 2016 Affirmed Ca (sf)

RATINGS RATIONALE

Moody's has decided to withdraw the ratings because it believes
it has insufficient or otherwise inadequate information to
support the maintenance of the ratings.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs" published in June 2017.


TYMON PARK: Moody's Assigns (P)Ba2 Rating to Class D Sr. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to seven classes of notes to be issued by Tymon Park CLO
Designated Activity Company:

-- EUR238,000,000 Refinancing Class A-1A Senior Secured Floating
    Rate Notes due 2029, Assigned (P)Aaa (sf)

-- EUR5,000,000 Refinancing Class A-1B Senior Secured Fixed Rate
    Notes due 2029, Assigned (P)Aaa (sf)

-- EUR27,000,000 Refinancing Class A-2A Senior Secured Floating
    Rate Notes due 2029, Assigned (P)Aa2 (sf)

-- EUR15,000,000 Refinancing Class A-2B Senior Secured Fixed
    Rate Notes due 2029, Assigned (P)Aa2 (sf)

-- EUR24,000,000 Refinancing Class B Senior Secured Deferrable
    Floating Rate Notes due 2029, Assigned (P)A2 (sf)

-- EUR22,000,000 Refinancing Class C Senior Secured Deferrable
    Floating Rate Notes due 2029, Assigned (P)Baa2 (sf)

-- EUR26,500,000 Refinancing Class D Senior Secured Deferrable
    Floating Rate Notes due 2029, Assigned (P)Ba2 (sf)

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

RATINGS RATIONALE

Moody's provisional ratings of the refinancing notes address the
expected loss posed to noteholders. The ratings reflect the risks
due to defaults on the underlying portfolio of assets, the
transaction's legal structure, and the characteristics of the
underlying assets.

The Issuer will issue the Refinancing Class A-1A Notes, the
Refinancing Class A-1B Notes, the Refinancing Class A-2A Notes,
the Refinancing Class A-2B Notes, the Refinancing Class B Notes,
the Refinancing Class C Notes and the Refinancing Class D Notes
(the "Refinancing Notes") in connection with the refinancing of
the Class A-1A Senior Secured Floating Rate Notes due 2029, the
Class A-1B Senior Secured Floating Rate Notes due 2029, the
refinancing of the Class A-2A Senior Secured Floating Rate Notes
due 2029, the Class A-2B Senior Secured Floating Rate Notes due
2029, the Class B Senior Secured Deferrable Floating Rate Notes
due 2029, the Class C Senior Secured Deferrable Floating Rate
Notes due 2029 and the Class D Senior Secured Deferrable Floating
Rate Notes due 2029 ("the Original Notes") respectively,
previously issued on December 17, 2015 (the "Original Closing
Date"). The Issuer will use the proceeds from the issuance of the
Refinancing Notes to redeem in full the Original Notes that will
be refinanced. On the Original Closing Date, the Issuer also
issued one class of rated notes and one class of subordinated
notes, which will remain outstanding.

Other than the changes to the spreads and coupon of the notes,
the main changes to the terms and conditions involve increasing
the Weighted Average Life Test by 15 months to a total of 7.15
years from the refinancing date. The length of the reinvestment
period will remain unchanged and will expire on January 21, 2018.
No other material modifications to the CLO are occurring in
connection to the refinancing.

Tymon Park CLO Designated Activity Company s a managed cash flow
CLO. The issued notes will be collateralized primarily by broadly
syndicated first lien senior secured corporate loans. At least
90% of the portfolio must consist of senior secured loans or
senior secured bonds and up to 10% of the portfolio may consist
of unsecured senior loans, second lien loans, mezzanine
obligations and high yield bonds. The underlying portfolio is
expected to be 100% ramped as of the refinancing date.

Blackstone / GSO Debt Funds Management Europe Limited (the
"Manager") manages the CLO. It directs the selection,
acquisition, and disposition of collateral on behalf of the
Issuer. After the reinvestment period, which ends in January
2020, the Manager may reinvest unscheduled principal payments and
proceeds from sales of credit improved and credit risk
obligations, subject to certain restrictions.

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

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

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

Loss and Cash Flow Analysis:

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

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions:

Performing par, recoveries and principal proceeds balance:
EUR400,000,000

Defaulted par: EUR4,673,120

Diversity Score: 44

Weighted Average Rating Factor (WARF): 3327*

Weighted Average Spread (WAS): 4.30%

Weighted Average Recovery Rate (WARR): 44.45%

Weighted Average Life (WAL): 6.54 years

(*) The transaction includes a Matrix modifier which permits an
increase in the covenanted WARF if the applicable margin of the
Class A-1a Notes is reduced below its initial level as of the
Original Closing Date. The assumed WARF reflects the effect of
this modifier and the combination of portfolio covenants expected
as of closing.

Stress Scenarios:

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

Percentage Change in WARF -- increase of 15% (from 3327 to 3826)

Rating Impact in Rating Notches:

Refinancing Class A-1A Senior Secured Floating Rate Notes: 0

Refinancing Class A-1B Senior Secured Fixed Rate Notes: 0

Refinancing Class A-2A Senior Secured Floating Rate Notes: -1

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

Refinancing Class B Senior Secured Deferrable Floating Rate
Notes: -1

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

Refinancing Class D Senior Secured Deferrable Floating Rate
Notes: 0

Percentage Change in WARF -- increase of 30% (from 3327 to 4325)

Rating Impact in Rating Notches:

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

Refinancing Class A-1B Senior Secured Fixed Rate Notes: -1

Refinancing Class A-2A Senior Secured Floating Rate Notes: -3

Refinancing Class A-2B Senior Secured Fixed Rate Notes: -3

Refinancing Class B Senior Secured Deferrable Floating Rate
Notes: -3

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

Refinancing Class D Senior Secured Deferrable Floating Rate
Notes: -1

Further details regarding Moody's analysis of this transaction
may be found in the related new issue report, published after the
Original Closing Date in January 2016 and available on
Moodys.com.

Methodology Underlying the Rating Actions:

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


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


BANCA CARIGE: Fitch Affirms B- IDR, Off Rating Watch Negative
-------------------------------------------------------------
Fitch Ratings has affirmed Banca Carige's Long-Term Issuer
Default Rating (IDR) at 'B-' and removed it from Rating Watch
Negative (RWN). The Outlook is Negative. Carige's Viability
Rating (VR) has been downgraded to 'f' from 'c' and subsequently
upgraded to 'b-'.

The affirmation of Carige's IDR follows the recapitalisation of
the bank through a EUR544 million capital increase from core and
new shareholders, including a debt-to-equity conversion for EUR46
million involving some senior bondholders, in combination with a
debt restructuring. It also follows the completion of and
progress on a number other capital- strengthening initiatives as
well as the sale of a EUR1.2 billion portfolio of gross doubtful
loans (sofferenze) completed in 4Q17.

Fitch has downgraded Carige's VR to 'f' and subsequently upgraded
it to 'b-'. The downgrade reflects the bank's failure, according
to Fitch definitions, as Carige received an extraordinary
injection of capital to meet the gross non-performing loan (NPL)
and coverage targets required by the ECB and to remain viable.
Failure according to Fitch definitions is also the consequence of
a debt restructuring, involving the conversion at a discount of
nominal EUR510 million junior and subordinated debt held by
institutional investors into newly issued senior notes, being
completed by Carige alongside the capital increase. This
conversion qualifies as a distressed debt exchange (DDE) under
Fitch criteria since it represented a material reduction in
terms. The subsequent upgrade of the VR reflects Fitch's view of
the bank's restored viability following the recapitalisation.

The Negative Outlook reflects Fitch view that Carige's prospects
for ongoing viability remain highly vulnerable to the level of
impaired loans left on its books (around gross EUR5 billion) and
weak prospects for ongoing medium-term structural profitability.
A greater-than-expected erosion of capital through, for example
losses or a need to improve reserve coverage of impaired loans
(such as for example under the direct request of the regulators)
could result, in Fitch view, of a downgrade of the bank's
ratings.

KEY RATING DRIVERS
IDRS, VR AND SENIOR DEBT

Following the downgrade of the VR to 'f' and subsequent upgrade
to 'b-', Carige's Long-Term IDR is now aligned with the VR and
the ratings are driven by the bank's standalone creditworthiness.
Despite the capital strengthening and the agreed doubtful loan
disposal Fitch believe that Carige's standalone profile remains
weak.

Disposing of EUR1.2 billion gross doubtful loans will bring the
bank's gross impaired loan ratio down to 27% from the 31%
reported at end-9M17, which, however, remains much higher than
domestic and international averages. The bank has committed to
disposing additional EUR500 million unlikely-to-pay exposures
over the course of 2018 as well as a further EUR200 million
doubtful exposures, which should bring the impaired loan ratio
further down to close to 24%.

Following the capital increase and the EUR1.2 billion doubtful
loan disposal, the bank expects to have achieved a doubtful loan
coverage of above 63% by end-2017 (i.e. above the ECB's
recommended target), while it will strengthen unlikely-to-pay
coverage to 32% (from 28% at end-9M17), in line with the ECB
target for the bank. Net impaired loans will continue to weigh on
capital significantly, despite declining encumbrance levels, with
unreserved impaired loans down from 200%, but still representing
above 100%, of Fitch Core Capital (FCC).

The bank estimated an end-9M17 CET1 ratio of 14.6% adjusted for
the capital increase, debt restructuring, sale of doubtful loans
and gain on the sale of real estate, which is well above its SREP
requirement of 9.625%. Fitch expect capital to have reduced by
end-2017 as the bank will have expensed restructuring and
severance costs. The sale of selected non-core activities
(consumer finance subsidiary Creditis, its merchant-acquiring
business and its NPL platform) should, however, contribute around
EUR90 million gains to CET1 in 2018. Carige plans to operate with
a CET1 ratio consistently above 12% throughout its strategic plan
period and reach a 13.9% ratio by end-2020.

Our assessment of Carige's funding continues to reflect the
damage its franchise has suffered and that it remains vulnerable
to creditor sentiment.

Carige's senior unsecured bonds are rated in line with the bank's
IDRs. The Recovery Rating of '4' (RR4) reflects Fitch's
expectation of average recovery prospects in the event of a
default of these instruments.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating and Support Rating Floor reflect Fitch's view
that although external support is possible it cannot be relied
upon. Senior creditors can no longer expect to receive full
extraordinary support from the sovereign in the event that the
bank becomes non-viable. The EU's Bank Recovery and Resolution
Directive and the Single Resolution Mechanism for eurozone banks
provide a framework for the resolution of banks that requires
senior creditors to participate in losses, if necessary, instead
of, or ahead of, a bank receiving sovereign support.

RATING SENSITIVITIES
IDRS, VR AND SENIOR DEBT

Carige's ratings could be downgraded the bank is unable to turn
its profitability around or if capital is eroded by more than
currently envisaged. This could be the case, for example if it is
required to improve reserve coverage of impaired loans, or if
revenue continues to remain under pressure from low business
volumes, low diversification of income streams and narrow
spreads, It would also be downgraded if the bank fails to
continue its planned impaired loan reduction.

Conversely, the Outlook could return to Stable if the bank makes
progress in its impaired loan reduction plans and profitability
gradually recovers.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

The rating actions are:
Long-Term IDR: affirmed at 'B-'; off RWN; Negative Outlook
Short-Term IDR: affirmed at 'B', off RWN
Viability Rating: downgraded to 'f' from 'c' and subsequently
upgraded to 'b-'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured notes (including EMTN): long-term rating of 'B-
'/'RR4' affirmed; off RWN; short-term rating of 'B' affirmed; off
RWN


MONTE DEI PASCHI: Fitch Puts 'CCC+' Rating to Tier 2 Debt Issue
---------------------------------------------------------------
Fitch Ratings has assigned Banca Monte dei Paschi di Siena
S.p.A.'s (MPS; B/Stable/b/B) EUR750 million 5.375% fixed rate
reset callable subordinated Tier 2 debt issue (XS1752894292) a
final long-term rating of 'CCC+' and a Recovery Rating of 'RR6'.

The final rating is in line with the expected rating assigned on
4 January 2018.

KEY RATING DRIVERS

The notes are rated two notches below MPS's 'b' Viability Rating
(VR) to reflect Fitch expectations of poor recovery prospects for
the notes in case of a non-viability event. Fitch believe that
should the bank fail MPS is at risk of being placed into outright
resolution and that an intermediary solution prior to resolution
(such as a debt restructuring with distressed debt exchange (DDE)
or a second precautionary recapitalisation similar to the one
received in August 2017) is less likely.

Our view is supported by the thin layers of junior non-equity
capital currently present at the bank (MPS is just beginning to
rebuild its subordinated debt buffers) relative to the risks
faced (specifically the still high non-performing loan levels
after the disposal of EUR28.6 billion of sofferenze planned for
2018). The prospects of poor recoveries for subordinated
bondholders in a resolution scenario are reflected in the 'RR6'
Recovery Rating assigned to the notes.

Fitch does not notch the notes for non-performance risk as no
coupon flexibility is included in their terms.

RATING SENSITIVITIES

The notes' rating is sensitive to a change in the bank's VR, from
which it is notched. The notes' rating is also sensitive to a
change in notching should Fitch change its assessment of loss
severity (for example the notching could narrow if the quantum of
outstanding junior debt buffers in relation to the risks faced
reduces) or relative non-performance risk.

All else being equal, the notes' rating is also subject to change
should Fitch's final Bank Rating
Criteria deviate from the Exposure Draft: Bank Rating Criteria
(see "Fitch Publishes Bank Rating Criteria Exposure Draft" dated
Dec. 12, 2017) under which the notes are rated.


BERICA 5: Fitch Hikes Rating on Class C Notes From BB-
------------------------------------------------------
Fitch Ratings has taken rating actions on six Berica RMBS
transactions:

Berica 5 Residential MBS S.r.l. (Berica 5)
Class A (ISIN IT0003765176) affirmed at 'AAsf'; off Rating Watch
Evolving (RWE); Outlook Stable
Class B (ISIN IT0003765184) upgraded to 'A+sf' from 'A-sf'; off
RWE; Outlook Stable
Class C (ISIN IT0003765200) upgraded to 'BBBsf' from 'BB-sf'; off
RWE; Outlook Stable

Berica 8 Residential MBS S.r.l. (Berica 8)
Class A (ISIN IT0004511439) affirmed at 'AAsf'; off RWE; Outlook
Stable

Berica 9 Residential MBS S.r.l. (Berica 9)
Class A3 (ISIN IT0004713423) affirmed at 'AAsf'; off RWE; Outlook
Stable

Berica ABS 2 S.r.l. (Berica ABS 2)
Class A2 (ISIN IT0004873680) affirmed at 'AAsf'; off RWE; Outlook
Stable

Berica ABS 3 S.r.l. (Berica ABS 3)
Class A (ISIN IT0005027930) affirmed at 'AAsf'; off RWE; Outlook
Stable
Class B (ISIN IT0005027948) upgraded to 'A+sf' from 'Asf'; off
RWE; Outlook Stable

Berica ABS 4 S.r.l. (Berica ABS 4)
Class A (ISIN IT0005121154) affirmed at 'AAsf'; off RWE; Outlook
Stable
Class B (ISIN IT0005121162) upgraded to 'A+sf' from 'Asf'; off
RWE; Outlook Stable
Class C (ISIN IT0005121188) upgraded to 'A+sf' from 'BBBsf'; off
RWE; Outlook Stable

The removal of the Rating Watch followed the implementation of
Fitch's new European RMBS Rating criteria published on 27 October
2017. The transactions were placed on RWE on 5 October 2017 on
the publication of Fitch's Exposure Draft: European RMBS Rating
Criteria.

The six prime Italian RMBS transactions were originated by Banca
Popolare di Vicenza (BPVI) and its subsidiaries. On 27 June 2017,
BPVI was placed into liquidation under an Italian government law
decree passed on 25 June 2017. Certain assets (including its
shareholdings in subsidiary Banca Nuova (BN)) and liabilities
have been sold to Intesa Sanpaolo S.p.A. (ISP; BBB/Outlook
Stable), including customer deposits, senior bonds, performing
loans, branches and staff. ISP has taken over the role of
servicer for the BPVI-originated pools, whereas BN, now a
subsidiary of ISP, acts as servicer for the BN-originated pools.

KEY RATING DRIVERS

Recent Performance within Expectations
Berica ABS 2 is the best-performing transaction of the three
Berica ABS deals reviewed, both by 90+ arrears and defaults.
Berica ABS 3 and Berica ABS 4 are similar in their performance
patterns so far, and have shown some volatility in arrears.

Berica 5 is the worst-performing transaction of the three Berica
Residential MBS reviewed and its cumulative gross defaults have
continued to increase rather than flattening.

Senior Notes' Strong Credit Enhancement
The credit enhancement (CE) of the most senior tranche of each
transaction continued to build up, due to the sequential
amortisation of the notes, scheduled principal repayments and
constant prepayment rates being higher than the market average.
The CE of the senior notes of Berica 8, Berica 9 and Berica ABS 2
is above 50%, whereas it is close to or above 40% for Berica 5,
Berica ABS 3 and Berica ABS 4. This supports the affirmation of
their senior tranches.

Increased Protection for Mezzanine Notes
The CE of the class B notes of Berica 5 and Berica ABS 3 and the
class B and C notes of Berica ABS 4 has increased to close to 20%
or above, so they can now withstand higher rating stresses. This
underpins the upgrade of the mezzanine and junior tranches.


Cash Reserve Replenishing for Berica 5
The main source of CE for the class C notes of Berica 5 is the
cash reserve. Although the reserve, currently equal to EUR2.8
million, is below its target amount of EUR7.2 million, it has
been replenishing over the last two years due to lower new
defaults in 2016 and 2017 than before and negative Euribor, which
has recently resulted in zero interest payment on the senior
notes.

Interest Deferral Not Expected
The mezzanine tranches of Berica 5, Berica ABS 3 and Berica ABS 4
are deferrable notes. Missed payment of interest on a payment
date other than the legal maturity date is not a note event of
default, even if the tranche is the most senior outstanding.
Interest deferability may be caused by breaching the cumulative
default triggers (Berica ABS 3 and Berica ABS 4) or by capping
the interest payments of the mezzanine tranches at the portfolio
yield - and paying the remaining amount junior in the waterfall -
until the mezzanine becomes the most senior tranche outstanding
(Berica 5).

Fitch does not expect interest deferral to occur in the
transactions, which explains the investment-grade ratings of all
mezzanine notes. For these classes, Fitch's rating addresses
ultimate payment of interest by the legal maturity date and, as a
result, the rating is capped at 'Asf+' according to Fitch's
Global Structured Finance Rating Criteria.

Counterparty Risk Mitigated
Payment interruption risk is adequately addressed across deals
due to the presence of cash reserves. Berica 5 also benefits from
a liquidity reserve.

Some transactions benefit from commingling reserves. Where this
is not the case, Fitch sized for a one month's exposure and
factored this in its rating analysis. The agency has also applied
a deposit set-off loss in the rating scenarios above the rating
of the deposit-taking institution (ISP). Fitch deems counterparty
risk as mitigated in the rating scenarios of the notes.

Sovereign Cap
Italian securitisations can achieve a maximum rating of 'AAsf',
six notches above Italy's Long-Term IDR (BBB/Stable), which is
the case for the class A notes of each transaction (A3 in Berica
9, A2 in Berica ABS 2).

European RMBS Rating Criteria
Fitch has applied its standard recovery rate and recovery timing
assumptions for new and outstanding defaults. Fitch has observed
that between 43% and 56% of each pool falls under the highest
debt-to-income (DTI) bucket (ie, DTI higher than or equal to
50%), thus getting the highest default probability, all other
borrower and loan features being equal.

RATING SENSITIVITIES

Changes to Italy's Long-Term 'BBB' IDR (Stable) and the rating
cap for Italian structured finance transactions, currently
'AAsf', could trigger rating changes on the class A notes.

The rating of the class C notes of Berica 5 is highly reliant on
excess spread, especially from recoveries from a large stock of
outstanding defaults (EUR48 million versus a remaining performing
and delinquent balance of EUR110 million) because the rated notes
have become more expensive since their margins stepped up in
2017. Recoveries are in and of themselves volatile. Recovery cash
flows consistently lower and slower than Fitch's assumptions may
put pressure on the rating of this tranche. Should interest on
the class C notes be deferred for a sustained period, the notes
are likely to be downgraded.

Fitch acknowledges that following the downgrade of Deutsche Bank
AG's (BBB+/F2) Long- and Short-Term IDRs in September 2017,
according to the transaction documentation the bank is no longer
eligible to perform the role of account bank for Berica 8, Berica
9, Berica ABS 2 and Berica ABS 3. The agency believes that
Deutsche Bank AG is looking to implement remedial actions, but
the timing of these actions remains uncertain. The agency will
continue to monitor the progress and may take rating actions
accordingly.


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


ALME LOAN IV: Moody's Assigns B2(sf) Rating to Cl. F-R Sr. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to seven classes of refinancing notes issued by ALME Loan
Funding IV B.V.:

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

-- EUR275,900,000 Class A-R Senior Secured Floating Rate Notes
    due 2032, Definitive Rating Assigned Aaa (sf)

-- EUR43,600,000 Class B-R Senior Secured Floating Rate Notes
    due 2032, Definitive Rating Assigned Aa2 (sf)

-- EUR28,200,000 Class C-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned A2 (sf)

-- EUR24,250,000 Class D-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned Baa2 (sf)

-- EUR35,200,000 Class E-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned Ba2 (sf)

-- EUR12,650,000 Class F-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2032. The definitive ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Apollo Management
International LLP (the "Manager" or "Apollo"), has sufficient
experience and operational capacity and is capable of managing
this CLO.

The Issuer issued the Refinancing Notes in connection with the
refinancing of the following classes of notes: Class A Notes,
Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D Notes,
Class E Notes and Class F Notes due 2030 (the "Original Notes"),
previously issued on January 14, 2016 (the "Original Closing
Date"). On the Refinancing Date, the Issuer used the proceeds
from the issuance of the Refinancing Notes to redeem in full its
respective Original Notes. On the Original Closing Date, the
Issuer also issued the EUR44,500,000 Participating Term
Certificates due 2046, which remain outstanding.

ALME IV is a managed cash flow CLO. The issued notes are
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans and eligible investments, and up
to 10% of the portfolio may consist of second lien loans,
unsecured loans, mezzanine obligations and high yield bonds.

Apollo manages the CLO. It directs the selection, acquisition,
and disposition of collateral on behalf of the Issuer. After the
reinvestment period, which ends in January 2022, the Manager may
reinvest unscheduled principal payments and proceeds from sales
of credit risk obligations, subject to certain restrictions.

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

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

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

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017.

The cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate. In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions:

Performing par and principal proceeds balance: EUR450,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2950

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 5.50%

Weighted Average Recovery Rate (WARR): 43.0%

Weighted Average Life (WAL): 8.5 years

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local a currency country
risk ceiling (LCC) of A1 or below. As per the portfolio
constraints, exposures to countries with a LCC of A1 or below
cannot exceed 10%, with exposures to countries with LCCs of Baa1
to Baa3 further limited to 5%. Following the effective date, and
given these portfolio constraints and the current sovereign
ratings of eligible countries, the total exposure to countries
with a LCC of A1 or below may not exceed 10% of the total
portfolio. As a worst case scenario, a maximum 5% of the pool
would be domiciled in countries with LCCs of Baa1 to Baa3 while
an additional 5% would be domiciled in countries with LCCs of A1
to A3. The remainder of the pool will be domiciled in countries
which currently have a LCC of Aa3 and above. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class of notes as further
described in the methodology. The portfolio haircuts are a
function of the exposure size to countries with local a LCC of A1
or below and the target ratings of the rated notes, and amount to
0.75% for the Class A notes, 0.50% for the Class B notes, 0.375%
for the Class C notes and 0% for Classes D, E and F.

Methodology Underlying the Rating Action:

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

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the definitive ratings assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds
to higher expected losses), assuming that all other factors are
held equal.

Percentage Change in WARF -- increase of 15% (from 2950 to 3393)

Rating Impact in Rating Notches:

Class X-R Senior Secured Floating Rate Notes: 0

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

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

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

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

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

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

Percentage Change in WARF -- increase of 30% (from 2950 to 3835)

Rating Impact in Rating Notches:

Class X-R Senior Secured Floating Rate Notes: 0

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

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

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

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

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

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

Further details regarding Moody's analysis of this transaction
may be found in the related new issue report, published in
February 2016 following the Original Closing Date and available
on Moodys.com.


ALME LOAN IV: Fitch Assigns B- Rating to Class F-R Notes
--------------------------------------------------------
Fitch Ratings has assigned ALME Loan Funding IV B.V. refinancing
notes final ratings:

Class X: 'AAAsf'; Outlook Stable
Class A-R: 'AAAsf'; Outlook Stable
Class B-R: 'AAsf'; Outlook Stable
Class C-R: 'Asf'; Outlook Stable
Class D-R: 'BBBsf'; Outlook Stable
Class E-R: 'BBsf'; Outlook Stable
Class F-R: 'B-sf'; Outlook Stable
Participating Term Certificates: not rated

ALME Loan Funding IV B.V. is a cash flow collateralised loan
obligation (CLO). The proceeds of this issuance will be used to
redeem the old notes, with a new identified portfolio comprising
the existing portfolio, as modified by sales and purchases
conducted by the manager. The portfolio is managed by Apollo
Management International LLP. The refinanced CLO envisages a
further four-year reinvestment period and an 8.5-year weighted
average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality
Fitch views the average credit quality of obligors to be in the
'B' range. The Fitch-weighted average rating factor (WARF) of the
current portfolio is 32.39, below the maximum indicative covenant
of 34 for assigning the final ratings.

High Recovery Expectations
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
current portfolio is 65.5%, above the minimum covenant of 61.2%
for assigning the final ratings.

Limited Interest Rate Exposure
Up to 4% of the portfolio can be invested in fixed-rate assets,
while there are no fixed-rate liabilities. Fitch modelled both 0%
and 4% fixed-rate buckets and found that the rated notes can
withstand the interest rate mismatch associated with each
scenario.

Diversified Asset Portfolio
The transaction includes two Fitch matrices that the manager may
choose from, corresponding to top 10 obligors limited at 20% and
23%. The covenanted maximum exposure to the top 10 obligors for
assigning the rating is 20% of the portfolio balance.

TRANSACTION SUMMARY

The issuer has amended the capital structure and reset the
maturity of the notes as well as the reinvestment period. The
four-year reinvestment period is scheduled to end in 2022.

The issuer has introduced the new class X notes, ranking pari
passu and pro-rata to the class A-R notes. Principal on these
notes is scheduled to amortise in four equal instalments starting
from the first payment date. Class X notional is excluded from
the over-collateralisation tests calculation, but a breach of
this test will divert interest and principal proceeds to the
repayment of the class X notes.

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

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

RATING SENSITIVITIES

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


DRYDEN 29 2013: Moody's Assigns B1(sf) Rating to Class F Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes ("2018 Notes") issued by
Dryden 29 Euro CLO 2013 B.V. (the "Issuer" or " Dryden 29 Euro
CLO"):

-- EUR1,000,000 Class X Senior Secured Floating Rate Notes due
    2032, Assigned Aaa (sf)

-- EUR230,000,000 Class A Senior Secured Floating Rate Notes due
    2032, Assigned Aaa (sf)

-- EUR21,600,000 Class B-1 Senior Secured Floating Rate Notes
    due 2032, Assigned Aa2 (sf)

-- EUR40,000,000 Class B-2 Senior Secured Fixed Rate Notes due
    2032, Assigned Aa2 (sf)

-- EUR23,600,000 Class C Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Assigned A2 (sf)

-- EUR20,800,000 Class D Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Assigned Baa2 (sf)

-- EUR21,600,000 Class E Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Assigned Ba2 (sf)

-- EUR12,800,000 Class F Mezzanine Secured Deferrable Floating
    Rate Notes due 2032, Assigned B1 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes address the
expected loss posed to noteholders by legal final maturity of the
notes in 2032. The definitive ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, PGIM Limited, has
sufficient experience and operational capacity and is capable of
managing this CLO.

The Issuer has issued the 2018 Notes in connection with the
refinancing of the following classes of notes: Class A-1A-R
Notes, Class A-1B-R Notes, Class B-1A-R Notes, Class B-1B-R Notes
and Class C-R Notes (the "2017 Refinancing Notes") and Original
Class D Notes, the Original Class E Notes and the Original Class
F Notes, all due 2032 (the "2017 Notes"). On the 2018 Closing
Date, the Issuer will use the proceeds from the issuance of the
2018 Notes to redeem in full the 2017 Notes that will be
refinanced. On the Original Closing Date the Issuer also issued
one class of unrated subordinated notes, which will remain
outstanding.

Dryden 29 Euro CLO is a managed cash flow CLO. At least 90% of
the portfolio must consist of senior secured loans and senior
secured bonds. The portfolio is expected to be 100% ramped up as
of the 2018 Closing Date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

PGIM Limited (the "Manager") manages the CLO. It directs the
selection, acquisition, and disposition of collateral on behalf
of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's reinvestment
period. After the reinvestment period, which ends in July 2022,
the Manager may reinvest unscheduled principal payments and sale
proceeds from credit risk and credit improved obligations,
subject to certain restrictions.

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

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

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

Loss and Cash Flow Analysis:

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

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

Par Amount: EUR400,000,000

Diversity Score: 46

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 4.70%

Weighted Average Recovery Rate (WARR): 41.0%

Weighted Average Life (WAL): 8.5 years.

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. For countries which are not member of the
European Union, the foreign currency country risk ceiling applies
at the same levels under this transaction. Following the
effective date, and given the portfolio constraints and the
current sovereign ratings in Europe, such exposure may not exceed
15% of the total portfolio. As a result and in conjunction with
the current foreign government bond ratings of the eligible
countries, as a worst case scenario, a maximum 15% of the pool
would be domiciled in countries with local or foreign currency
country ceiling of Aa3 or lower, a maximum 10% of the pool would
be domiciled in countries with local or foreign currency country
ceiling of A3 or lower. The remainder of the pool will be
domiciled in countries which currently have a local or foreign
currency country ceiling of Aaa or Aa1 to Aa3. Given this
portfolio composition, the model was run with different target
par amounts depending on the target rating of each class as
further described in the methodology. The portfolio haircuts are
a function of the exposure size to peripheral countries and the
target ratings of the rated notes and amount to 3.33% for the
Class X and Class A notes, 2.42% for the Class B-1 and Class B-2
notes, 1.17% for the Class C, 0.33% for Class D, and 0% for
Classes E and F notes.

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3220 from 2800)

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A Senior Secured Floating Rate Notes: 0

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

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

Class C Mezzanine Secured Deferrable Floating Rate Notes:-2

Class D Mezzanine Secured Deferrable Floating Rate Notes: -2

Class E Mezzanine Secured Deferrable Floating Rate Notes: 0

Class F Mezzanine Secured Deferrable Floating Rate Notes: 0

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

Ratings Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A Senior Secured Floating Rate Notes: -1

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

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

Class C Mezzanine Secured Deferrable Floating Rate Notes: -4

Class D Mezzanine Secured Deferrable Floating Rate Notes: -2

Class E Mezzanine Secured Deferrable Floating Rate Notes: -1

Class F Mezzanine Secured Deferrable Floating Rate Notes: 0

Further details regarding Moody's analysis of this transaction
may be found in the New Issue report, available on Moodys.com.

Methodology Underlying the Rating Action:

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


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


NORSKE SKOGINDUSTRIER: At Center of Global Hedge Funds Dispute
--------------------------------------------------------------
Jessica Shankleman and Luca Casiraghi at Bloomberg News report
that Norske Skogindustrier ASA, a papermaker based in the
outskirts of Oslo with US$1 billion in debt is once again, at the
center of a tussle between global hedge funds, which all want to
profit from the decline of newspapers.

According to Bloomberg, the assets of bankrupt Norske Skog, which
makes newsprint, are being fought over by its biggest secured
creditor, Oceanwood Capital Management, and a group of smaller
bondholders in London and New York courts.

Norske Skog has been losing money for years as the collapse of
newspaper readership cut demand for its products, Bloomberg
relays.  But hedge funds found different ways to bet on its
decline -- a process fraught with tension, Bloomberg notes.

Now, Oceanwood is seeking to buy Norske Skog's assets, stirring
the anger of the company's other creditors, including Foxhill
Capital Markets and Halcyon Solutions Master Fund LP, Bloomberg
discloses.

Christen Sveaas became the largest shareholder in August in an
effort to rescue the business from collapse, but his plans for a
broader debt relief failed to win creditors' support, Bloomberg
recounts.  Kjell Inge Rokke's Aker ASA teamed up with Oceanwood
to bid on the assets in November, Bloomberg states.

Foxhill, Halcyon and Bulwarkbay Investment Group LLC filed a
lawsuit in New York this month, accusing Oceanwood, which holds
most of Norske Skog's secured bonds, and the trustee, Citigroup
Inc., of improperly taking control of its paper mills and trying
to sell them to Oceanwood through a rigged auction process,
Bloomberg relates.

"Holders of the senior secured notes would be best served by the
trustee distributing pro rata the shares of the operating unit
Norske Skog AS," Neil Weiner, founder and chief investment
officer of Foxhill, as cited by Bloomberg, said in a phone
interview.  "This would enable creditors to consensually maximize
opportunities either through joint ventures, a strategic
transaction, or an outright sale once the company's operations
are able to realize the benefit of increases in newsprint paper
prices, additional liquidity and deleveraging."

Citigroup, Bloomberg says, is seeking a quick decision from a
judge in London, warning it's become "paralyzed" and unable to
start the sale of the papermaker's assets while the hedge funds
are at odds.  First bids in a public sale process were due on
Jan. 17, Bloomberg notes.

According to Bloomberg, Oceanwood says Foxhill and the other
noteholders are wrong and that it can instruct Citigroup to start
a public sale of Norske and be a bidder at the same time.

"Oceanwood remains confident of its position, and was pleased
that the English court agreed to schedule an urgent hearing so
that the issue which has been raised can be resolved as soon as
possible," Bloomberg quotes Rob White, a spokesman for
Oceanwood, said in an email on Jan. 15.

The U.K. case is Citibank v. Oceanwood, High Court of Justice,
Financial Listings, Case No. FL-2018-000001. The U.S. case is
Bulwarkbay v. Oceanwood, New York State Supreme Court, Case No.
650060/2018.

                        About Norske Skog

Norske Skogindustrier ASA or Norske Skog, which translates as
Norwegian Forest Industries, is a Norwegian pulp and paper
company based in Oslo, Norway and established in 1962.

                           *   *   *

As reported by the Troubled Company Reporter-Europe on December
5, 2017, S&P Global Ratings said it has revised its long- and
short-term corporate credit ratings on Norske Skogindustrier ASA
(Norske Skog) and its core rated subsidiaries to 'D' (default)
from 'SD' (selective default) as the issuer has now defaulted on
all of its notes.

S&P said, "At the same time, we lowered our issue rating on the
unsecured notes due in 2033 and issued by Norske Skog Holding AS
to 'D' from 'C'. We also removed the issue ratings from
CreditWatch with negative implications, where we had placed them
on June 6, 2017.

"We also affirmed our 'D' ratings on the senior secured notes due
in 2019, and the unsecured notes due in 2021, 2023, and 2026."

The downgrade follows the nonpayment of the cash coupon due on
Norske Skog's unsecured notes due in 2033 before the expiry of
the grace period on Nov. 15, 2017.

The 'D' ratings on the secured notes due 2019, and the unsecured
notes due in 2021, 2023, 2026, and 2033, reflect the nonpayment
of interest payments beyond any contractual grace periods, which
S&P considers a default.

The TCR-Europe reported on July 24, 2017 that Moody's Investors
Service downgraded the probability of default rating (PDR) of
Norske Skogindustrier ASA (Norske Skog) to Ca-PD/LD from Caa3-PD.
Concurrently, Moody's has affirmed Norske Skog's corporate family
rating (CFR) of Caa3.  In addition, Moody's also affirmed the C
rating of Norske Skog's global notes due 2026 and 2033 and its
perpetual notes due 2115, the Caa2 rating of the senior secured
notes issued by Norske Skog AS and downgraded the rating of the
global notes due 2021 and 2023 issued by Norske Skog Holdings AS
to Ca from Caa3.  The outlook on the ratings remains stable.  The
downgrade of the PDR to Ca-PD/LD from Caa3-PD reflects the fact
that Norske Skog did not pay the interest payment on its senior
secured notes issued by Norske Skog AS, even after the 30 day
grace period had elapsed on July 15.  This constitutes an event
of default based on Moody's definition, in spite of the existence
of a standstill agreement with the debt holders securing that an
enforcement will not be made under the secured notes due to non-
payment of interest.  In addition, the likelihood of further
events of defaults in the next 12-18 months remains fairly high,
as the company is also amidst discussions around an exchange
offer that would most likely involve equitisation of debt, which
the rating agency would most likely view as a distressed
exchange.



===========
S W E D E N
===========


SAMHALLSBYGGNADSBOLAGET: S&P Assigns 'BB' CCR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term corporate credit
rating to Sweden-based property company Samhallsbyggnadsbolaget i
Norden AB (SBB). The outlook is stable.

SBB's properties in Sweden (68% of the portfolio value) and
Norway (32%) are worth SEK22.1 billion (about EUR2.2 billion) as
of Sept. 30, 2017. They comprise mainly community services
properties in Sweden and Norway (62% of the portfolio value) and,
in Sweden, residential assets (26%), as well as other cash flow
generating assets with development potential (12%) for which SBB
intends to obtain and sell building rights. Incorporated in March
2016, SBB is listed on Nasdaq First North. SBB's main shareholder
and CEO, Ilija Batljan, owns 14.9% of the company's shares and
40.5% of the voting rights.

S&P said, "In our view, SBB benefits from its low-risk
residential and community services property portfolio, which
should continue to profit from very stable demand. However, SBB
currently has high debt, which constrains the rating. We estimate
our adjusted ratio of debt to debt plus equity was 69% at year-
end 2017 and will remain at 60%-65% over the next two years. We
understand, however, that the company is strengthening its
liquidity and is committed to stricter financial ratios (reported
loan to value below 60% and interest coverage higher than 1.8x),
which we view as positive.

"Our rating factors in SBB's exposure to resilient markets, which
should facilitate positive rental income growth for SBB, boosted
by the increasing population in Sweden and Norway and positive
demand trends. We view community services properties as low risk
by nature, especially housing for elderly and persons with
disabilities, education and health care facilities, as well as
government, policy, and justice buildings, since demand is less
sensitive to economic cycles than in most other sectors in our
view. We also anticipate continuously high demand for SBB's
residential properties, due to the significant housing shortage
in Sweden.

"We believe SBB benefits from having predictable cash flows,
since a large portion of its tenant base comprises public
entities and entities partly owned by the government (46% of
rental income). They are mainly the state or municipalities, but
also private entities, such as DNB Bank, which is 34% owned by
the Norwegian government. In addition, about 9% of its tenants
live in group housing, where rental income stems from the
municipalities. SBB's properties enjoy a long average lease term
of seven years, and the majority of community services tenants
renew their leases. For example, about 30% of leases expiring in
2018-2021 are with tenants in place for more than 20 years, and
62% for more than 10 years. In addition, the system of regulated
rents in Sweden's residential property market supports the
stability of future revenue generation.

"The robust demand in both segments translates into a high
occupancy rate (96.9%) that we forecast will remain stable in the
coming years. This is because we see the risk of tenants'
departures as relatively low in the community services segment,
given that buildings were specifically tailored for the tenants.
Moreover, we believe its residential assets will likely remain
occupied, given the shortage of supply in Sweden.

"We also note some barriers to entering SBB's markets, such as a
long-standing relationship with municipal governments; therefore,
the risk of new competitors appears relatively modest. SBB
already has a solid network with municipalities, as shown by its
rapid growth, completing its first transaction six months after
its incorporation. In addition, construction costs are
particularly high in Sweden, leading to new entrants having to
charge much higher rents than SBB's.

"Although SBB's markets are generally robust, we view the
locations of its properties as average. About 58% of the
portfolio is in areas with more than 100,000 inhabitants, but not
in city centers that we view as more resilient to a downturn.
This compares negatively with some Nordic peers we rate, such as
Rikshem and Hemso. Furthermore, we regard the offices portfolio
(34% of the community services rental income) as commercial
properties, which we view as less resilient than residential and
other community services properties, even though rented to solid
tenants, often with links to the government. We also note that
DNB Bank's headquarters is the largest rental property in the
portfolio, representing 16% of SBB's net operating income and
therefore posing a concentration risk.

"SBB is also smaller than other real estate companies we rate in
Europe and in Sweden, in particular, with a portfolio valued at
SEK22.1 billion, versus SEK92.9 billion for Balder and SEK97.1
billion for Akelius. In addition, being incorporated only in
March 2016, SBB has a short track record in strategy and the
capital markets, although we acknowledge its management team's
experience in the industry.

"SBB's debt leverage is relatively high compared with industry
standards, in our view. We project the S&P Global Ratings --
adjusted debt-to-debt-plus-equity ratio will be slightly below
65% by year-end 2018; our adjustments include treatment of SBB's
hybrid instrument and preference shares as debt, since an equity
classification provision in the hybrid's documentation makes it
possible to redeem the instrument any time, and the preference
shares can be called any time, given no non-call period in the
documentation. We forecast adjusted EBITDA interest coverage will
exceed 1.5x by the end of this year."

SBB is committed to deleveraging, and its financial policy is
centered around a loan-to-value ratio below 60%, which would
translate into a debt-to-debt-plus-equity ratio of about 65%,
including the outstanding hybrid issue of around SEK700 million,
SEK618 million of preference shares, and deferred taxes. S&P
said, "We expect SBB will slow down its external growth to focus
more on consolidating its portfolio, and dispose of building
rights in the next two years. As a result, we expect debt to debt
plus equity will improve to 60%-65% in 2018-2019."

S&P said, "The stable outlook reflects our anticipation that
SBB's portfolio of low-risk assets should benefit from high
demand, boosted by the expanding populations in Sweden and Norway
and undersupplied markets. We also consider that good visibility
of cash flow generation, due to the high share of public-sector
tenants, almost full occupancy, and long leases, should allow for
at least steady rental income growth over the next two years.

"Over that period, we expect SBB will exhibit financial
discipline, with the debt-to-debt-plus-equity ratio staying below
65% (including the hybrid and preference shares as debt)--which
currently translates into reported loan to value of about 60%--
and its EBITDA-interest-coverage remaining above 1.5x.

"We could consider taking a positive rating action if leverage
reduced, with the debt-to-debt-plus-equity ratio staying firmly
below 60% (translating into reported loan to value of about 55%),
while EBITDA interest coverage remains firmly above 2.0x. Ratings
upside is also dependent on the company demonstrating the
sustainability of positive like-for-like rental income growth,
and positive portfolio valuation increases on the same basis.

"We could take a negative rating action if SBB's liquidity
deteriorates, which could happen if SBB does not refinance its
debt as expected. We could also lower the rating if the debt-to-
debt-plus-equity ratio increases above 65% (reported loan to
value above 60%), for example as a result of declining property
values; or if EBITDA interest coverage declines below 1.3x.
Downside rating pressure could also emerge if the portfolio
shrinks and shifts to riskier assets."


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


CARILLION PLC: Government Secures Wage Deal with 90% of Clients
--------------------------------------------------------------
Rhiannon Curry at The Telegraph reports that on Jan. 17, the
Government said it had agreed a deal with 90% of Carillion's
private sector clients, securing wages for staff, although work
on construction sites has ceased.

The report further disclosed that former bosses at Carillion have
had their bonus and severance payments halted after an outcry
over excessive executive pay in the wake of the firm's collapse.

According to The Telegraph, Carillion had agreed to pay former
chief executive Richard Howson a GBP660,000 salary and GBP28,000
in benefits until October.  Former finance chief Zafar Khan, who
left Carillion in September, was due to receive GBP425,000 in
base salary for 12 months, while interim chief executive Keith
Cochrane was due to be paid his GBP750,000 salary until July, The
Telegraph discloses.

But a spokesperson for the Insolvency Service confirmed that the
payments had ceased as the liquidator for the firm sought to claw
back money to pay creditors, The Telegraph relates.

"Any bonus payment to directors, beyond the liquidation date,
have been stopped and this includes the severance payments which
were being paid to some senior executives who left the company,"
The Telegraph quotes the spokesperson as saying.

Union GMB estimates that around 8,500 of Carillion's 20,000 UK
workers are employed through contracts with the private sector,
such as cleaning shops or running canteens in offices, The
Telegraph notes.

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.


FOUR SEASONS: Moody's Appends LD to Caa-3 PDR, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has appended a LD (limited default)
designation to Four Seasons's Caa3-PD probability of default
rating (PDR) of Elli Investments Limited (Four Seasons), a UK
health and social care provider. The rating agency has
concurrently downgraded to C from Ca the rating of the GBP175
million senior unsecured notes due 2020 issued by Four Seasons.
Four Seasons's other ratings remain unchanged, namely, the Caa3
corporate family rating (CFR) and the Caa3 rating of the GBP350
million senior secured notes due 2019 issued by Elli Finance (UK)
Plc. The outlook on all ratings is negative.

LIST OF AFFECTED RATINGS

Issuer: Elli Investments Limited

Affirmations:

-- Probability of Default Rating, Affirmed Caa3-PD /LD (/LD
    appended)

Downgrades:

-- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
    Ca, LGD5

Outlook Actions:

-- Outlook, Negative

RATINGS RATIONALE

RATIONALE FOR THE APPENDING THE PDR WITH /LD

The appending of the PDR with an "/LD" designation indicates
limited default and reflects the missed interest payment on the
senior secured and unsecured notes on December 15, 2017 and the
subsequent failure to make the payment during the 30-day grace
period that expired on January 14, 2018, which constitutes a
default under Moody's definition. Moody's views this as a limited
default as it represents a default of only two elements of the
company's capital structure. The limited default designation will
remain until the company resolves the missed payment. The rating
agency understands that no event of default under the GBP40
million super senior term loan (unrated) due 2019 will occur
because of the non-payment of the coupons on the notes in
December 2017.

RATIONALE FOR THE DOWNGRADE OF THE UNSECURED NOTES

The downgrade of the rating of the unsecured notes reflects
Moody's revised assessment of their expected recovery in light of
the restructuring proposal received by Four Seasons from H/2, the
company's largest lender. Whilst the restructuring negotiations
are ongoing, Moody's now expects a recovery rate of less than 35%
for the senior unsecured notes, a level more consistent with the
C rating.

RATIONALE FOR THE CFR

Four Seasons's Caa3 CFR reflects the uncertainty surrounding the
company's unsustainable capital structure with Moody's adjusted
leverage at around 11x, as measured by Moody's-adjusted
debt/EBITDA based on the last twelve months to September 30, 2017
(LTM September 2017). It also reflects Moody's expectation that
the missed interest payment on the notes will lead to a debt
restructuring. Following a deferral and forbearance agreement
entered on December 14, 2017 expiring on April 2, 2018, the
company is engaged in discussions with its lenders regarding ways
to improve its capital structure. As part of the debt standstill
the company has to reach a restructuring agreement with its
majority lenders by February 7, 2018. Once the restructuring
situation is resolved the rating agency will reassess the new
capital structure and reposition the ratings accordingly.

RATING OUTLOOK

The negative outlook reflects the company's unresolved missed
payment and Moody's expectation of a substantial debt write-down
as a result of the current debt restructuring process.

What could change the rating -- Down/Up

Should the company default on other elements of its capital
structure or its operating performance or liquidity sustainably
deteriorates, ratings could be downgraded further. Additionally,
ratings could be downgraded if Moody's comes to expect the
recovery to be lower than currently estimated.

The ratings are unlikely to be upgraded without successfully
reducing debt to more sustainable levels and extending its debt
maturity profile.

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

Four Seasons is a leading provider of health and social care
services in the UK. In 2016, it reported revenues of around
GBP686 million, operating around 18,500 beds through about 375
facilities. The company's services include elderly care
(residential, nursing, dementia and palliative care) and mental
health services (including psychiatric care, brain injury and
neuro-rehabilitation and secure treatment for people with mental
health problems detained under the Mental Health Act). Four
Seasons also offers social care for adults who have suffered from
a mental illness or addiction, or care and education for children
suffering from complex conditions or emotional and social
difficulties. The company is ultimately majority owned by funds
managed and advised by Terra Firma.


LHC3 PLC: Fitch Assigns BB- Final IDR to Senior PIK Notes
---------------------------------------------------------
Fitch Ratings has assigned LHC3 Plc (LHC3) a final Long-Term
Issuer Default Rating (IDR) of 'BB-' with a Stable Outlook, and
its senior PIK notes a final rating of 'BB-'.

LHC3 is the holding company set up by Hellman & Friedman (H&F, a
private equity firm) and GIC, Singapore's sovereign wealth fund
(together, the acquirers) to buy Allfunds Bank, S.A. (AFB:
BBB/Stable). Allfunds is a leading European business-to-business
open architecture fund distribution platform connecting fund
groups with distributor clients and offering a one-stop solution
for fund intermediation and order routing, and investment-related
services.

The ratings are in line with the expected ratings assigned on 24
July 2017.

KEY RATING DRIVERS
IDRS AND DEBT RATING

LHC3's Long-Term IDR is primarily driven by the structural
subordination of LHC3's creditors, its reliance on dividends
being upstreamed from AFB to service its debt and high but
improving gross cash flow leverage. The rating also takes into
account LHC3's adequate standalone liquidity management, adequate
up-stream dividend predictability and commitments made to the
regulator to reducing net cash flow leverage over the life of the
bond.

Following the completion of the acquisition, AFB represents
LHC3's only significant asset and thus the issuer has no material
source of income other than dividends from AFB. There are no
cross-guarantees of debt between LHC3 and AFB, and the ratings
reflect the structural subordination of LHC3's creditors to those
of AFB. In Fitch's view, debt issued by LHC3 is sufficiently
isolated from AFB so that failure to service it, all else being
equal, may have limited implications for AFB's creditworthiness.

LHC3's gross leverage (defined as gross debt/received dividends)
is high, although Fitch expects it to improve to more manageable
levels within the next two to three years. In addition, Fitch
believes that net cash flow leverage should reduce materially in
the medium term, supported by the entity's ability to retain a
proportion of up-streamed dividends.

Standalone liquidity is supported by LHC3's interest reserve
account and an adequately sized revolving credit facility (RCF).
In Fitch view, weaker liquidity metrics in the short term are
adequately mitigated by the availability of the RCF and Fitch
assessment that dividends up-streamed from AFB are reasonably
predictable.

The instrument rating is aligned with LHC3's Long-Term IDR as
Fitch expect the senior PIK notes to have average recovery
prospects.

RATING SENSITIVITIES
IDRS AND DEBT RATING

LHC3's IDR and the rating of the notes would be negatively
sensitive to significant depletion of liquidity within LHC3
affecting its ability to service its debt obligations. This would
most likely be prompted by a material fall in earnings at AFB
restricting its capacity to pay dividends. LHC3's ratings are
highly sensitive to the stability and predictability of dividends
being up-streamed from AFB but a change in AFB's ratings would
not necessarily translate into changes in LHC3's ratings.

Given the regulatory ring-fence around AFB, the structural
subordination of LHC3's creditors to AFB creditors and LHC3's
reliance on dividends being up-streamed from AFB to service the
notes, rating upside is limited in the medium term.

Fitch views the senior PIK notes as LHC3's reference liabilities.
Consequently, any payment in kind (instead of cash payments)
would be viewed as non-performance of the notes and would
constitute a default of the issuer under Fitch's Global Bank
Rating Criteria.

Fitch used its Global Bank Rating Criteria published on 25
November 2016 to initiate LHC3 Plc's expected ratings, which were
assigned on 24 July 2017 and included a Criteria Variation
referencing the Global Non-Bank Financial Institutions Rating
Criteria published on 10 March 2017. However, the ratings
assigned to LHC3 and its PIK notes are new ratings so Fitch has
considered its Exposure Draft: Bank Rating Criteria published on
12 December 2017, according to which an inclusion of a Criteria
Variation is no longer required.


MISSOURI TOPCO: Moody's Affirms B3 CFR Amid Refinancing Plans
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) of UK
value apparel retailer Missouri TopCo Limited (Matalan or the
company). The actions follow the company's announcement of plans
to refinance. Concurrently the rating agency has assigned a B2
rating to the proposed GBP330 million first lien senior secured
notes due 2023 and a Caa2 rating to the proposed GBP150 million
second lien senior secured notes due 2024, which in each case
will be issued by Matalan Finance plc. Moody's will withdraw the
ratings of Matalan Finance plc's existing first and second lien
notes upon completion of the refinancing. The outlook on all
ratings is stable.

RATINGS RATIONALE

Matalan's B3 CFR reflects (1) the company's position as one of
the leading value clothing retailers in the UK, with a
diversified product range and sizeable active customer base; (2)
improvements in execution over the last 18 months, which has
supported a recovery in profitability; (3) moderately positive
free cash flows; and (4) ongoing commercial and strategic
initiatives designed to support ongoing improvements in sales
growth and profitability.

However, the company's CFR remains constrained by (1) still high
Moody's-adjusted leverage despite recovery in profitability after
a significant fall in 2015; (2) limited geographic scope and
small scale compared with some rated peers in the retail sector;
and (3) a highly competitive operating environment which makes
consistent execution extremely important.

Over the past year or more Matalan's execution has been strong as
a variety of initiatives have in combination enabled the company
to report improved results. As such, with current profitability
back to pre-2015 levels, Moody's believes that Matalan's
financial profile is strong enough to successfully execute the
refinancing now underway. Initiatives include improved marketing,
strong focus on and growth in online and homewares sales, and
commencement of a multi-year store refresh programme.
Furthermore, the benefits of more efficient stock replenishment
systems are now coming through to support better store-by-store
stock levels and lower discounting.

Moody's-adjusted gross leverage has improved significantly, to
5.9x currently versus 7.8x as at the end of its fiscal year to
February 27, 2016 (FY15/16), and adjusted EBIT to Interest cover
has improved to 1.4x versus 0.8x in FY15/16. However, the rating
agency cautions that despite ongoing momentum in online sales and
from the store refresh programme, Matalan's ability to achieve
further earnings growth into FY18/19 and beyond will be
challenging in light of continued FX cost headwinds.

On the basis the refinancing is completed as envisaged, Moody's
expects Matalan's liquidity to remain adequate. As of November
25, 2017, the company had a GBP103 million cash balance, which
would fall to GBP79 million, pro-forma for the costs of
refinancing. The current level of profitability should prove
sufficient to cover future interest, tax, capex expenses, and
seasonal working capital swings. The company's liquidity position
is further supported by a GBP50 million revolving credit facility
(RCF). Historic drawings have been for letters of credit and
guarantees totaling between GBP10 million and GBP13 million. The
RCF includes one financial covenant which only applies if
utilisation exceeds 35%.

STRUCTURAL CONSIDERATIONS

The issuing entity under Matalan's bonds will continue to be
Matalan Finance plc, which directly owns Matalan Limited, the
parent company of the principal operating subsidiary (Matalan
Retail Limited), representing more than 95% of consolidated
EBITDA and assets.

Matalan Finance plc is also a borrower under the RCF, which ranks
ahead of the other senior debt instruments in the company's debt
structure. Both the RCF and the first lien senior secured notes
are guaranteed by the holding company and certain material
subsidiary guarantors, which, collectively, represent 98% of the
assets, and are secured on a first-ranking basis by fixed and
floating charges on substantially all of the assets and property
of the issuer and guarantors. The second lien senior notes are
contractually subordinated to the first lien senior-secured debt
instruments.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that Matalan will be
able to complete a refinancing now launched and thus extend its
debt maturities. The rating agency expects the company to sustain
at least broadly stable profitability during fiscal 2018/19.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure is unlikely in the short term given Moody's
expectations of only moderate deleveraging prospects for now.
However, positive rating pressure could arise in the event of a
further sustained improvement in Matalan's key financial metrics,
including like-for-like sales growth, and further recovery in
margins, leading to Moody's-adjusted leverage of sustainably less
than 5.5x. Continued positive free cash flow generation would
also be a pre-requisite for upward rating pressure.

Downward pressure on the rating could arise if Matalan's recent
trend of improving profitability were to reverse, leading to
leverage trending towards 6.5x; or the company experienced a
sustained period of negative free cash flow; or there was any
negative pressure on liquidity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Liverpool, UK, Matalan is one of the leading
value clothing retailers in the UK, with total annual revenues of
around GBP1.0 billion and reported EBITDA of GBP100 million in
the twelve months to November 25, 2017. The company operates
through 227 stores across the UK, primarily in out-of-town retail
parks, as well as online and through franchise stores in the
Middle East.

Matalan was a public company from 1998 until 2006, when it was
withdrawn from the stock exchange by its founder, John
Hargreaves, who remains, with his family, the company's principal
shareholder.


PINNACLE BIDCO: Fitch Puts 'B(EXP)' Issuer Rating, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Pinnacle Bidco Plc (Pure Gym) an
expected Long-Term Issuer Rating of 'B(EXP)' with a Stable
Outlook. The agency has also assigned an expected senior secured
rating of 'B+(EXP)' with a Recovery Rating of 'RR3' (56%) to the
company's GBP360 million 2025 notes and an expected super senior
secured rating of 'BB(EXP)' with a Recovery Rating of 'RR1'
(100%) to the company's GBP60 million revolving credit facility
(RCF).

The ratings reflect the balance of high leverage with a
competitive business model in a growing market. Pure Gym has a
market-leading position in UK value gyms, where its low-cost
proposition is a key competitive advantage. The company operates
over 190 gyms and has an ambitious development programme.

The value gym sector displays some resilience to a downturn given
its low-cost nature and small scale. However, the sector is
cyclical and gym membership is not a necessity. The ratings are
constrained by high FFO lease gross leverage of 6.8x (adjusted
for the new capital structure) but there is some capacity for de-
leveraging as free cash flow (FCF) should become positive from
2018 onwards.

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

KEY RATING DRIVERS

Growing UK Value Gym Market: The UK gym market, the largest in
Europe, is growing at around 3% to 5% p.a. with total spending of
GBP4.7 billion in 2016 (Source: Mintel 2017). Around 6.4 million
of the UK's population hold private gym membership and 15% use a
gym. Within this growth, value gyms have increased their market
share and value members now represent around 23% of gym members
as customers require a more affordable and flexible product. As
with other service industries such as airlines Fitch expect the
low cost/value segment, where Pure Gym operates, to be the
fastest-growing segment.

Fragmented, but Competitive Market: While Pure Gym is now the UK
's market leader with a nearly 10% market share and a UK-wide
presence with strong clustering in major cities, the sector
remains fragmented with no other competitor having more than 5%
of the market. Fitch believe that the mid-market gym sector is
the most likely sub-segment to come under pressure, as
increasingly time and cost-sensitive customers look to more
affordable and flexible solutions.

Retention rates remain an issue in the sector, although data
analytics technology is now allowing operators to track and
remedy cancellations more effectively. Pure Gym has a long
membership affiliation averaging 17 months, but is running at a
cancellation rate of between 8% and 12% per month, emphasising
the fragility of the business model based on low membership or
subscription fees.

Low-cost Business Model: Pure Gym's value/low cost business model
distinguishes the company from most other main UK players.
Monthly fees are typically 50% less than traditional operators
and there is no membership contract with notice periods. This
provides current and potential customers with a much more
flexible product, and membership numbers per gym have been stable
relative to other players.

Exposed to Spending Changes: By its low-cost/value nature Pure
Gym has some trading resilience and a comparatively defensive
position relative to competitive peers. However, a prolonged
downturn in UK consumer spending could lead to lower revenue and
a more volatile revenue profile. While UK consumers have moved
away from material to experience expenditures, gym membership is
not a consumer necessity and can be replaced by other cheaper
leisure activities. While the sector is maturing, the 2008
financial crisis showed that gym expenditure was not immune to
belt tightening.

Low Entry Barriers: The sector is characterised by low barriers
to entry, with new entrants appearing regularly. Competition to
gain new members remains a key element shaping the profitability
of fitness clubs, although brand recognition and network scale
are now raising competitive entry barriers. With most premises
leased and staff outsourced, initial capital costs are low and
there is no real protection for existing operators. There is some
brand recognition in the sector, and Pure Gym is supported by its
low-cost value proposition, low cost of acquisition per customer,
nationwide presence and large and small size sites.

Continued Digital Investment: Pure Gym has a growing multi-
channel digital-led marketing strategy using up to date
technology and applications. This ensures low acquisition costs
per member, critical in the value gym sector, and increasingly
sophisticated yield management strategies. The system also allows
Pure Gym to compile detailed data on their customer base and
tailor offers to them.

Low Fit-Out Costs: With few ancillary facilities such as swimming
pools and restaurants, fit-out capex at individual Pure Gym sites
remain low as a percentage of revenue compared with peers. Pure
Gym's exercise equipment stock remains early in its useful life
and maintenance capex is not material.

Exposure to Leases: Unlike some leisure businesses, gyms require
physical space and the group is exposed to lease costs, which
remain the largest cost within the business. While the majority
of rents are subject to RPI increases, Pure Gym imposes a
standard lease and uses contractual arrangements to limit rent
increases.

Low Cash Flow Generation: Due to the highly leveraged nature of
the financing structure and still significant capex, Fitch
forecasts that FCF generation is likely to be positive but low
(Fitch estimates 1.4% of sales in 2018) and de-leveraging modest
at around 10% of total senior debt over the next three years.

High Leverage: The new financing structure has created a highly
leveraged financial structure, corresponding to a 'B' category
rating. While this is in line with medians for other UK fitness
groups, it constrains the ratings in a traditionally volatile
sector.

DERIVATION SUMMARY

Pure Gym's IDR of 'B(EXP)'/Stable reflects the group's position
as the leading value gym provider in the UK with a near 10%
market share and more than 190 sites, more than any other gym
group in the UK. Due to its scale and a value/ low-cost business
model, it operates on higher EBITDAR margins than the median for
gym operators rated by Fitch, including those within its credit
opinion food/non-food retail/ leisure portfolios. Due to the
competitive nature of its pricing structure and the recent
decline in real incomes among UK consumers it has been taking
market share mainly from its mid-market peers.

Leverage is high at around 6.8x on a FFO gross lease-adjusted
basis but is in line with similar US and UK fitness groups within
the 'B' rating category. As the development programme will
involve significant capex in the next three years, FCF will be
positive but low in the next three years. Deleveraging will
therefore be modest, constraining the rating.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
- Lfl revenue growth per member of 0.4% in 2017-2020.
- Fitch assumes between 15 and 21 site openings per annum
- Development capex per site between 20% and 40% higher than
   management case from 2018, depending on type of site.
- No dividends paid.
- No acquisitions to 2020.

Key Recovery Assumptions
The recovery analysis assumes that Pinnacle Bidco Plc would be
considered a going concern in bankruptcy and that the company
would be reorganised rather than liquidated. Fitch have also
assumed a 10% administrative claim.

Pure Gym's going concern EBITDA is based on Fitch-forecasted 2017
EBITDA and includes pro-forma adjustments for costs and fees of
the aborted IPO process. Given the strong growth in the number of
gyms and therefore EBITDA compared with 2016, Fitch believe 2017
EBITDA should give a fairer representation of the current EBITDA
compared with LTM to September 2017 EBITDA. The going-concern
EBITDA estimate reflects Fitch's view of a sustainable, post-
reorganisation EBITDA level upon which Fitch base the valuation
of the company.

The going-concern EBITDA is 15% below LTM to September 2017
EBITDA to reflect the industry's move from top-of- the cycle
conditions to mid-cycle conditions and intensifying competitive
dynamics.

An EV/EBITDA multiple of 5.5x is used to calculate a post-
reorganisation valuation. The estimate considered the following
factors:
- The current Fitch distressed EV/EBITDA multiples for other gym
   operators in the 'B' rating category has been around 5x to 6x.
- Fitch recognises that the company has a leading market share
   in the growing value gym market and this justifies a higher
   5.5x multiple, although Pure Gym is not considered to have any
   unique characteristics that would allow for a higher multiple
   than this, such as significant unique brand, or undervalued
   assets (ie., real estate)
- The RCF is assumed to be fully drawn upon default. The RCF
   ranks super senior to the senior secured notes.

Considering all debt ranks pari passu at the senior secured level
(including EUR27 million of local debt), the senior secured
debtholders would achieve a recovery of 56%, resulting in an
expected instrument rating of 'B+(EXP)'/'RR3'/56%. The super
senior RCF facility debtholders would achieve a 100% recovery,
resulting in an expected instrument rating of
'BB(EXP)'/'RR1'/100%'.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- Improvement in the retention rate and market share gains.
- EBITDA margin trending towards 35% and FFO fixed charge cover
   above 2.0x on a sustained basis.
- Steady EBITDA growth along with sustainable capex leading to
   positive FCF margin above 4% on a sustained basis.
- FFO adjusted gross leverage below 6.0x through the cycle, due
   to additional profits from new clubs and/or sustainable
   ancillary income streams.

Developments that May, Individually or Collectively, Lead to
Negative Rating Action
- Weakening consumer spending over two years leading to a
   sustained fall in lfl sales revenue.
- Loss of revenue leading to EBITDA margins consistently below
   30% and FFO fixed charge cover below 1.5x.
- Profit erosion and/or volatile to negative FCF leading to FFO
   adjusted gross leverage trending towards 8.0x.

LIQUIDITY

Acceptable Liquidity: Following the debt issuance the company
will have GBP1 million of cash (all unrestricted) and a GBP60
million super senior RCF facility (undrawn at day one) available
until 2024, one year before the maturity of the 2025 senior
secured notes.


===============
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-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2018.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                 * * * End of Transmission * * *