/raid1/www/Hosts/bankrupt/TCREUR_Public/180124.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

          Wednesday, January 24, 2018, Vol. 19, No. 017


                            Headlines


G E R M A N Y

NIKI: Founder Emerges as Best Bidder for Airline


G R E E C E

ALPHA BANK: Moody's Rates Mortgage Covered Bonds (P)B3
FRIGOGLASS SAIC: Moody's Withdraws Caa1 Corporate Family Rating
GREECE: S&P Raises Long-Term Sovereign Credit Rating to 'B'


I R E L A N D

CADOGAN SQUARE X: S&P Assigns B- (sf) Rating to Class F Notes
OAK HILL VI: Fitch Assigns 'B-sf' Rating to Class F Certificates


I T A L Y

ALITALIA SPA: Administrators Need More Time Before Sale Talks
ITALFINANCE SECURITISATION: Moody's Affirms Ba2 Rating on C Notes
SESTANTE FINANCE 3: S&P Affirms D (sf) Rating on Cl. C1/C2 Notes


N E T H E R L A N D S

BARINGS 2018-1: S&P Assigns Prelim B- (sf) Rating to Cl. F Notes
GLOBAL UNIVERSITY: Moody's Affirms B3 Corporate Family Rating
GLOBAL UNIVERSITY: S&P Lowers CCR to 'B', Outlook Stable


P O L A N D

PROCREDIT BANK: Fitch Raises Long-Term IDR to BB-, Outlook Stable


R U S S I A

POLYUS PJSC: S&P Affirms 'BB-' CCR, Off CreditWatch Positive


S P A I N

BANCAJA 10: S&P Lowers Rating on Class B Notes to 'CC (sf)'
PRISA: Board Approves Debt Agreement with Creditors
TDA 24: Fitch Affirms 'Csf' Rating on Class D Notes, Off RWE


U N I T E D   K I N G D O M

CARILLION PLC: Gov't Shares Blame for Collapse, Serco Boss Says
CINEWORLD GROUP: S&P Assigns Prelim 'BB-' CCR, Outlook Stable
EUROSAIL 2006-2BL: S&P Raises Class E1c Ratings to B+ (sf)
MORTGAGES NO. 6: S&P Affirms B-(sf) Rating on Class E Notes
TOY 'R' US: Begins Winding Down St Georges Retail Park Store


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G E R M A N Y
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NIKI: Founder Emerges as Best Bidder for Airline
------------------------------------------------
Kirsti Knolle and Francois Murphy at Reuters report that former
motor racing champion Niki Lauda has won the bidding for the Niki
airline he founded, convincing the insolvent carrier's
administrators in marathon talks and undoing an agreed deal with
British Airways owner IAG.

The previously agreed sale of Niki to IAG fell through after two
courts ruled the insolvency proceedings had to move to Austria
from Germany, Reuters recounts.

That cleared the way for other parties such as budget airline
Ryanair and Mr. Lauda to again bid for the carrier, which most
recently was part of failed German airline Air Berlin, Reuters
states.

Niki's creditors met on Jan. 22 to pick the best bid, Reuters
relates.

According to Reuters, Niki's Austrian and German administrators,
Ulla Reisch and Lucas Floether said a joint statement that
Laudamotion GmbH, a company controlled by the three-times Formula
One world champion, emerged from a transparent bidding process as
the best bidder.

They did not disclose a purchase price and said they expected
legal approval for the transaction to follow soon, Reuters notes.

In a separate report, Mr. Lauda, as cited by Reutes, said he
planned to begin talks with Niki's staff as soon as possible and
resume flights at the end of March.

                      About Air Berlin

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

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

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

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

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


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G R E E C E
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ALPHA BANK: Moody's Rates Mortgage Covered Bonds (P)B3
------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B3 long-
term rating to the mortgage covered bonds to be issued by Alpha
Bank AE (the issuer/Alpha Bank, deposits Caa3 positive; adjusted
baseline credit assessment caa2; counterparty risk (CR)
assessment Caa2(cr)) under its Alpha Bank AE - Direct Issuance
Global Mortgage Covered Bonds programme. This programme will be
governed by Greek covered bond legislation. Greece's B3 bond
country ceiling constrains the covered bonds' rating at B3.

RATINGS RATIONALE

A covered bond benefits from (1) the issuer's promise to pay
interest and principal on the bonds; and (2) following a CB
anchor event, the economic benefit of a collateral pool (the
cover pool). The ratings therefore reflect the following factors:

(1) The credit strength of the issuer and a CB anchor of CR
assessment plus 1 notch.

(2) Following a CB anchor event the value of the cover pool. The
stressed level of losses on the cover pool assets following a CB
anchor event (cover pool losses) for this transaction is 39.5%.

Moody's considered the following factors in its analysis of the
cover pool's value:

a) The credit quality of the assets backing the covered bonds.
The mortgage covered bonds are backed by Greek residential
mortgage loans. The collateral score for the cover pool is 29.6%.

b) The legal framework. Notable aspects of the Greek covered bond
legislation include the holders of the covered bonds will have
the benefit of both unlimited recourse against the issuer and a
statutory pledge over the assets forming part of the cover pool
and the legal segregation of the assets in the cover pool from
any bankruptcy proceedings against the issuer.

c) The contractual structure and provisions contained in the
transaction documents that aim to mitigate various risks such as
(i) covered bonds are expected to benefit from a 12 month
maturity extension as a mitigant for refinancing risk; (ii) a
general reserve fund held with an external counterparty rated P-1
to ensure that the servicer has sufficient funds to pay interest
payments due on covered bonds as well as other senior expenses,
and (iii) a minimum over-collateralisation (OC) of 25.0% to be
maintained by the issuer on a nominal basis.

d) The exposure to market risk, which is 19.7% for this cover
pool.

e) Based on an expected total covered bond issuance of EUR500
million, the OC in the cover pool will be approximately 43.4%, of
which the issuer provides 25.0% on a "committed" basis (see Key
Rating Assumptions/Factors, below).

The TPI assigned to this transaction is "Very improbable", in
line with other Greek soft-bullet covered bonds.

As of September 30, 2017, the total value of the assets included
in the cover pool is approximately EUR717 million, comprising
19,491 residential mortgage loans. The residential mortgage loans
have a weighted-average (WA) seasoning of 110 months and a WA
indexed LTV ratio of 54.4%.

The provisional rating that Moody's has assigned addresses the
expected loss posed to investors. Moody's ratings address only
the credit risks associated with the transaction. Moody's did not
address other non-credit risks, but these may have a significant
effect on yield to investors.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings only represent Moody's
preliminary opinion. Upon a conclusive review of the transaction
and associated documentation Moody's will endeavour to assign a
definitive rating to the covered bonds.

KEY RATING ASSUMPTIONS/FACTORS

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

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

The CB anchor for this programme is CR assessment plus 1 notch.
The CR assessment reflects an issuer's ability to avoid
defaulting on certain senior bank operating obligations and
contractual commitments, including covered bonds.

The cover pool losses for this programme are 39.5%. This is an
estimate of the losses Moody's currently models following a CB
anchor event. Moody's splits cover pool losses between market
risk of 19.7% and collateral risk of 19.8%. Market risk measures
losses stemming from refinancing risk and risks related to
interest-rate and currency mismatches, if any (these losses may
also include certain legal risks). Collateral risk measures
losses resulting directly from cover pool assets' credit quality.
Moody's derives collateral risk from the collateral score, which
for this programme is currently 29.6%.

The over-collateralisation in the cover pool will depend on the
notional amount of the initial covered bond issuance and the
cover pool size at the time. The issuer provides up to 25.0% OC
on a "committed" basis. Under Moody's COBOL model, the minimum OC
level consistent with the provisional (P)B3 rating is 0%, of 0%
needs to be in "committed" form to be given full value. These
numbers show that Moody's is not relying on "uncommitted" OC in
its expected loss analysis.

All numbers in this section are based on Moody's most recent
modelling based on data as per September 30, 2017.

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

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

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

Based on the current TPI of "Very Improbable", the TPI Leeway for
this programme is 0 notches. This implies that Moody's might
downgrade the covered bonds because of a TPI cap if it lowers the
CB anchor by 1 notch all other variables being equal.

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

RATING METHODOLOGY

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


FRIGOGLASS SAIC: Moody's Withdraws Caa1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn Greek manufacturer
Frigoglass SAIC's Caa1 corporate family rating (CFR) and its
Caa1-PD probability of default rating (PDR), as well as the
negative outlook on the ratings.

RATINGS RATIONALE

Following the completion on October 23, 2017 of its capital
restructuring, Frigoglass has no outstanding debt rated by
Moody's.

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

Incorporated in Greece, Frigoglass has a widespread global
presence, with a focus on countries in both Western and Eastern
Europe, Africa and the Middle East, and Asia and Oceania. The
group produces beverage refrigerators for global players in the
beverage industry, with key customers including Coca-Cola Company
(The) bottlers and major brewers. Truad Verwaltungs A.G.
indirectly owns approximately 48.6% of Frigoglass and is a long-
term investor in the group. Truad Verwaltungs A.G. is a trust
representing the interests of the Leventis family and no member
has a majority vote.


GREECE: S&P Raises Long-Term Sovereign Credit Rating to 'B'
-----------------------------------------------------------
On Jan. 19, 2018, S&P Global Ratings raised its foreign and local
currency long-term sovereign credit ratings on the Hellenic
Republic (Greece) to 'B' from 'B-'. The 'B' foreign and local
currency short-term sovereign credit ratings were affirmed. The
outlook is positive.

OUTLOOK

The positive outlook on Greece reflects further upside rating
potential from the policy and financing environment over the next
year.

S&P said, "We could consider an upgrade if upon its exit from the
third Economic Adjustment Program (the program or the ESM
program), Greece builds up liquidity buffers to pre-finance
future government debt repayments." S&P could also consider an
upgrade if:

-- Business confidence and policy predictability strengthen
    after Greece's exit from the ESM program;

-- Greece's official creditors approve additional debt relief
    measures;

-- Market access for non-sovereign entities, particularly for
    Greek banks, improves further;

-- The banking system materially reduces its reliance on
    official and short-term funding; or

-- Greek exports accelerate, leading to stronger current account
    surpluses than S&P currently project.

S&P said, "We could revise the outlook to stable if, contrary to
our expectations, there are large policy shifts that reverse the
reform process, or if growth outcomes are significantly weaker
than we expect, which would restrict Greece's ability to continue
fiscal consolidation and debt reduction."

RATIONALE

The upgrade reflects Greece's steadily improving general
government finances and its gradually recovering economic
prospects. The government ran primary fiscal surpluses in 2016
and 2017 while the economy exited a multiyear recession last
year. S&P said, "We project real GDP growth of 2% in 2018. Our
ratings on Greece are supported by the unusually low cost of
servicing much of its general government debt burden and official
creditors' ongoing support in the form of very long-dated
concessional loans and debt relief. At more than 18 years, the
average maturity of Greece's overall debt stock is the longest of
the sovereigns we rate."

Still, the size of Greece's general government debt is an
important ratings constraint. After Japan, Greece has the second
highest debt-to-GDP ratio of the sovereigns we rate. Greece's
history of policy uncertainty and clientelism has also weighed on
its creditworthiness by prolonging economic weakness and
uncertainty, deterring inflows of foreign capital, and prompting
sizable deposit outflows from the banking sector, a process that
intensified in June-August 2015. As a consequence of this loss of
retail funding, Greece's financial sector remains dependent on
European Central Bank (ECB) financing. Future prospects for
Greece's banks, and their ability to improve their loan books,
also depend on additional actions to improve the efficiency of
Greece's judiciary.

Institutional and Economic Profile: Greece will exit the ESM
program this year, with an improving growth and labor market
outlook

-- Greece's official creditors will likely announce further debt
    relief measures and a liquidity buffer when Greece exits the
    ESM program in August 2018.

-- A post-program surveillance framework is probable, while debt
    relief and a continuation of an ECB waiver will incentivize
    Greek policymakers to commit to a reform path, albeit a
    narrower one than before.

-- S&P projects that the economy will grow by 2.4% on average
    over 2018-2021.

Policy uncertainty in Greece has receded since 2015 and absent
any large shifts in the policymaking environment -- which have in
the past weighed considerably on growth -- S&P anticipates a
stronger economic recovery will take root. In 2017, Greece posted
three quarters of positive growth for the first time in more than
a decade. S&P estimates that the economy grew by 1.3% in real
terms during the year, on the back of private consumption and
investment. The unemployment rate contracted to 20.5% in 2017
from its 27.9% peak in 2013. This is the lowest unemployment rate
in Greece in the past six years.

S&P said, "We project average annual real GDP growth of 2.4% in
2018-2021. This would bring real GDP in euro terms back to its
2002 level. Investment activity will likely be boosted by the
ongoing privatization process and further investment commitments
associated with some of the asset sales, and by the need for
maintenance and capacity augmentation in some sectors. Investment
collapsed by 65% over the past decade, falling more than any
other GDP component. We anticipate continuing employment growth
will aid private consumption and offset the dampening effect of
further tax rises and expenditure cuts."

"Greece is set to complete the ongoing ESM program in August this
year. Between now and August 2018, we anticipate two reviews, the
first of which is currently in progress. The program has
frontloaded much of the difficult structural reform. We therefore
expect the remaining actions that the Greek government is
required to take will be relatively less onerous than the tasks
it has faced to date. A smooth conclusion of the remaining
reviews will aid Greece's efforts to bolster its liquidity
buffers through bonded debt issuance ahead of its exit from the
program.

"Greece's official creditors are due to decide on additional debt
relief measures toward the end of the program. At the same time,
we expect further details will emerge on the size and
availability of a liquidity buffer, and a post-program
surveillance framework. We believe that the framework would be
designed in a way that would continue to allow Greek banks to
access liquidity
from the ECB against collateral. We also expect further clarity
from the official creditors regarding the use, if at all, of the
remaining undisbursed amount at the conclusion of the program.

"Given the considerable financial and political capital invested
in Greece by its European creditors since the start of the
crisis, we think that support--in the form of technical
assistance and further measures toward long-term debt relief--is
likely to remain strong in the years to come, albeit tied to
conditions. We also consider that the incentives of further debt
relief and continued liquidity access for the banking system will
prevent a significant reversal of reforms in the post-program
period."

Flexibility and Performance Profile: Greece will likely build up
its fiscal reserves ahead of its ESM program exit via commercial
debt

-- S&P projects general government debt will decline from 2019,
    both in nominal terms and relative to GDP.

-- The successful building up of cash buffers in the near term
    would reduce risks to debt repayments over S&P's four-year
    forecast horizon but could also induce policy complacency.

-- Greek banks' reliance on ECB financing halved in 2017, but
    much of the financing remains short-term in nature.

S&P said, "We project that in 2018-2021 Greece will report
general government primary surpluses that should allow gross
general government debt to decrease to 154% of GDP in 2021 from
an estimated 178% in 2017. Even in nominal terms, we project
gross general government debt to decline. We project lower
primary surpluses than targeted because we don't rule out the
possibility of a more flexible approach from Greece's creditors
toward its compliance with the highly ambitious and potentially
self-defeating medium-term primary surplus target of 3.5% of
GDP." Greece achieved primary surpluses in 2016 and in the first
11 months of 2017, well over target. Although revenues grew, a
large part of the adjustment was due to expenditure restraint.

Despite the size of its debt, the cost of new loans for Greece,
under the current program, is significantly lower than the
average cost of refinancing for the majority of sovereigns rated
in the 'B' category. S&P said, "We anticipate that even with the
Greek sovereign's reentry into commercial bond markets, the
proportion of commercial debt will remain less than 20% of total
general government debt through year-end 2021. We therefore
expect a gradual reduction in interest costs relative to
government revenues. We estimate the average remaining term of
Greece's debt at over 18 years."

The ESM implemented short-term debt relief measures throughout
2017. These measures aim at smoothing Greece's debt repayment
profile, reducing interest rate risk, and waiving an interest
rate margin on a loan granted under the second economic
adjustment program with the European Financial Stability
Facility. The ESM estimates these measures could reduce Greece's
government debt-to-GDP ratio by 25 percentage points until 2060
and gross financing needs by 6 percentage points over the same
horizon. Any additional debt relief measures agreed with its
creditors would improve Greece's government debt profile even
more.

Greece returned to commercial debt markets in 2017, after a
three-year hiatus, and successfully issued a EUR3 billion
sovereign bond, while partially buying back debt maturing in
2019. Later in the year, Greece swapped about EUR25 billion of
outstanding debt, held in 20 bonds, into five newly created bonds
via a voluntary exchange. This was a debt management exercise
aimed at increasing the liquidity of outstanding Greek commercial
obligations.

S&P observes a pronounced decrease in Greek bond yields in recent
months. This couldaugur well for further issuance as it exits the
program and seeks to bolster its cash buffers to meet debt
obligations maturing over the next few years. There is a risk
that a large cash buffer might induce complacency on the part of
Greek policymakers. But at the same time, it would reduce risks
to
debt service over the next few years. Based on the current
schedule, debt repayments will peak at EUR11.7 billion in 2019
(6% of projected GDP) and 2.5% of GDP in 2020 and 2021.

S&P said, "The Greek banking system remains impaired, but we do
not view as imminent the risk of a fresh round of
recapitalization by the sovereign. Nonperforming exposures (NPEs)
still constitute nearly one-half of systemwide loans, despite
recent reductions. Initiatives to tackle the high stock of NPEs
are underway, including the implementation of out-of-court
restructuring, the development of a secondary market, and
electronic auctions. We think, however, that write-offs are
likely to remain the biggest impetus to reducing these
exposures."

Three systemically important Greek banks--National Bank of
Greece, Eurobank, and Piraeus--followed the sovereign and issued
covered bonds during 2017. Piraeus' covered bond was a private
placement with the European Bank for Reconstruction and
Development (EBRD). Like the sovereign, this was the banks' first
market foray since 2014. From January to November 2017, S&P notes
that Greek banks halved their reliance on official ECB financing,
including on the more costly emergency liquidity assistance. A
small uptick in deposits has helped, as have repurchase
transactions with international banks. The financing remains
predominantly short term, though.

Greece has had a significant adjustment in its external deficit.
The current account narrowed toward balance in 2017, from a
deficit of 14% in 2008, with much of the adjustment coming via
significant import compression. Preliminary balance-of-payments
data for January to October 2017 indicate a small current account
surplus. The trade deficit appears to have widened over this
period, prompted by a higher oil deficit and import growth. This
wider trade deficit was more than offset by the surplus on the
services account. S&P projects the current account surplus will
remain close to balance over our four-year forecast horizon as
investments in tourism capacity benefit export receipts while
offsetting greater imports from strengthening domestic demand.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable. At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee agreed that the economic and fiscal assessments had
improved. All other key rating factors were unchanged.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  RATINGS LIST

                                  Rating
                                  To                From
  Greece (Hellenic Republic)
   Sovereign Credit Rating
  Foreign and Local Currency    B/Positive/B      B-/Positive/B
  Transfer & Convertibility Assessment AAA               AAA
  Senior Unsecured
  Foreign and Local Currency        B                 B-
  Commercial Paper
  Local Currency                    B                 B


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CADOGAN SQUARE X: S&P Assigns B- (sf) Rating to Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Cadogan Square
CLO X DAC's class A-1, A-2, B-1, B-2, C-1, C-2, D-1, D-2, E, and
F notes. At closing, the issuer also issued unrated subordinated
notes.

Cadogan Square CLO X is a cash flow collateralized loan
obligation (CLO) transaction securitizing a portfolio of
primarily senior secured loans granted to speculative-grade
corporates. Credit Suisse Asset Management Ltd. manages the
transaction.

Under the transaction documents, the rated notes pay interest
quarterly unless a frequency switch event occurs. Following this,
the notes permanently switch to semiannual interest payments.

The portfolio's reinvestment period will end approximately 4.5
years after closing, and the portfolio's maximum average maturity
date will be approximately 4.0 years after closing. During the
reinvestment period, the manager can reinvest principal proceeds
as long as certain tests are met, mainly coverage, collateral
quality (including our CDO Monitor) and portfolio profile tests.

S&P said, "On the effective date, we understand that the
portfolio will represent a well-diversified pool of corporate
credits, with a fairly uniform exposure to all of the credits.
Therefore, we have conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations.

"In our cash flow analysis, we have modeled a portfolio par
amount of EUR450 million, a weighted-average spread of 3.75%, a
weighted-average coupon of 4.50% and a weighted-average recovery
rate of 35.50% at a 'AAA' level."

The London branch of The Bank of New York Mellon (AA-/Stable/A-
1+) is the bank account provider and custodian. The participants'
downgrade remedies are in line with our current counterparty
criteria.

The issuer is in line with our bankruptcy remoteness.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it considers its ratings are
commensurate with the available credit enhancement for each class
of notes.

RATINGS LIST

  Cadogan Square CLO X DAC
  EUR466.7 mil senior secured floating- and fixed-rate notes
  (including EUR49.55 mil subordinated notes)

                                             Amount
  Class                    Rating            (mil, EUR)
  A-1                      AAA (sf)            253.50
  A-2                      AAA (sf)            21.00
  B-1                      AA (sf)             22.00
  B-2                      AA (sf)             32.00
  C-1                      A (sf)              17.82
  C-2                      A (sf)              10.53
  D-1                      BBB (sf)            16.03
  D-2                      BBB (sf)            7.37
  E                        BB (sf)             24.75
  F                        B- (sf)             12.15
  M                        NR                  49.55

  NR--Not rated


OAK HILL VI: Fitch Assigns 'B-sf' Rating to Class F Certificates
----------------------------------------------------------------
Fitch Ratings has assigned Oak Hill European Credit Partners VI
DAC final ratings:

Class A-1: 'AAAsf'; Outlook Stable
Class A-2: 'AAAsf'; Outlook Stable
Class B-1: 'AAsf'; Outlook Stable
Class B-2: 'AAsf'; Outlook Stable
Class C: 'Asf'; Outlook Stable
Class D: 'BBBsf'; Outlook Stable
Class E: 'BBsf'; Outlook Stable
Class F: 'B-sf'; Outlook Stable
Subordinated notes: not rated

Oak Hill European Credit Partners VI DAC is a cash flow
collateralised loan obligation (CLO). Net proceeds from the
issuance of the notes will be used to purchase a EUR450 million
portfolio of mostly European leveraged loans and bonds. The
portfolio is actively managed by Oak Hill Advisors (Europe), LLP.
The CLO envisages a four-year reinvestment period and an 8.5 year
weighted average life.

KEY RATING DRIVERS

B' Portfolio Credit Quality
Fitch places the average credit quality of obligors in the 'B'
range. The Fitch weighted average rating factor (WARF) of the
current portfolio is 32.7, below the covenanted maximum of 34 in
the indicative matrix point.

High Recovery Expectations
The portfolio will comprise a minimum of 90% senior secured
obligations. The weighted average recovery rate of the current
portfolio is 66.9%, above the covenanted minimum for assigning
expected ratings of 63.1%, corresponding to the matrix WARF of 34
and minimum weighted average spread of 3.5%.

Limited Interest Rate Risk
Fixed-rate liabilities represent 6.8% of the target par amount,
while unhedged fixed-rate assets cannot exceed 12.5% of the
portfolio depending on the matrix selected by the manager. The
maximum fixed rate asset covenant in the indicative matrix point
is 7.5%.

Fitch Test Matrix
The transaction features four different Fitch test matrices with
different allowances for fixed-rate assets (maximum 7.5% and
12.5%) and exposures to the largest 10 obligors (maximum 18.5%,
22% and 25.5%). The manager can interpolate between these four
matrices.

VARIATIONS FROM CRITERIA

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

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

RATING SENSITIVITIES

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


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


ALITALIA SPA: Administrators Need More Time Before Sale Talks
-------------------------------------------------------------
Helen Massy-Beresford at ATW Plus reports that Alitalia's special
administrators need more time before beginning exclusive
negotiations with a potential buyer for the bankrupt airline,
Italy's economic development and infrastructure and transport
ministries said in a joint statement after a meeting with the
administrators.

The Italian government has bankrolled the continued operations of
Alitalia since May, when it filed for bankruptcy after its
workforce rejected a labor agreement, ATW Plus relates.

                         About Alitalia

Alitalia - Societa Aerea Italiana S.p.A., is the flag carrier of
Italy.  Alitalia operates 123 aircraft with approximately 4,200
flights weekly to 94 destinations, including 26 destinations in
Italy and 68 destinations outside of Italy.  It has a strong
global presence, flying within Europe as well as to cities across
North America, South America, Africa, Asia and the Middle East.
During 2016, the Debtor provided passenger service to
approximately 22.6 million passengers.  Its air freight business
also is substantial, having carried over 74,000 tons in 2016.
Alitalia is a member of the SkyTeam alliance, participating with
other member airlines in issuing tickets, code-share flights,
mileage programs and other similar services.

Alitalia previously navigated its way through a successful
restructuring.  After filing for bankruptcy protection in 2008,
Alitalia found additional investors, acquired rival airline Air
One, and re-emerged as Italy's leading airline in early 2009.

Alitalia was the subject of a bail-out in 2014 by means of a
significant capital injection from Etihad Airways, with goals of
achieving profitability during 2017.

After labor unions representing Alitalia workers rejected a plan
that called for job reductions and pay cuts in April 2017, and
the refusal of Etihad Airways to invest additional capital,
Alitalia filed for extraordinary administration proceedings on
May 2, 2017.

                         Chapter 15

On June 12, 2017, Alitalia filed a Chapter 15 bankruptcy petition
in Manhattan, New York, in the U.S. (Bankr. S.D.N.Y. Case No.
17-11618) to seek recognition of the Italian insolvency
proceedings and protect its assets from legal action or creditor
collection efforts in the U.S.  The Hon. Sean H. Lane is the case
judge in the U.S. case.  Dr. Luigi Gubitosi, Prof. Enrico Laghi,
and Prof. Stefano Paleari are the foreign representatives
authorized to sign the Chapter 15 petition.  Madlyn Gleich
Primoff, Esq., Freshfields Bruckhaus Deringer US LLP, is the U.S.
counsel to the Foreign Representatives.


ITALFINANCE SECURITISATION: Moody's Affirms Ba2 Rating on C Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has taken rating
actions on the following classes of notes:

Issuer: Italfinance Securitisation Vehicle S.r.l. (ITA 8)

-- EUR83M (Current Outstanding balance: EUR261,898.20) Class B
    Notes, Upgraded to Aa2 (sf); previously on Dec 19, 2016
    Upgraded to A1 (sf)

-- EUR56M (Current Outstanding balance: EUR176,674.40) Class C
    Notes, Upgraded to Aa2 (sf); previously on Dec 19, 2016
    Upgraded to A3 (sf)

-- EUR18.5M (Current Outstanding balance: EUR58,424.85) Class D
    Notes, Upgraded to Aa2 (sf); previously on Dec 19, 2016
    Upgraded to A3 (sf)

Moody's also affirmed the rating of following tranche of
Italfinance Securitisation Vehicle S.r.l. (ITA 8):

-- EUR959M (Current Outstanding balance: EUR1,434,376.30)
    Class A Notes, Affirmed Aa2 (sf); previously on Dec 19, 2016
    Upgraded to Aa2 (sf)

Issuer: Italfinance Securitisation Vehicle 2 S.r.l. (ITA 9)

The Current Outstanding balances are as of the October 16, 2017
payment date.

-- EUR1442.4M (Current Outstanding balance: EUR55,555,190) Class
    A Notes, Upgraded to A1 (sf); previously on Dec 19, 2016
    Upgraded to A2 (sf)

-- EUR27.9M (Current Outstanding balance: EUR2,446,141) Class D
    Notes, Upgraded to Ba3 (sf); previously on Dec 19, 2016
    Affirmed B1 (sf)

Moody's also affirmed the ratings of following tranches of
Italfinance Securitisation Vehicle 2 S.r.l. (ITA 9):

-- EUR125M (Current Outstanding balance: EUR10,939,738) Class B
    Notes, Affirmed Baa3 (sf); previously on Dec 19, 2016
    Upgraded to Baa3 (sf)

-- EUR84.3M (Current Outstanding balance: EUR7,376,520) Class C
    Notes, Affirmed Ba2 (sf); previously on Dec 19, 2016 Upgraded
    to Ba2 (sf)

Italfinance Securitisation Vehicle S.r.l. (ITA 8) is a
securitisation of lease receivables originated by Banca Italease
S.p.A. and granted to individual entrepreneurs and small and
medium-sized enterprises (SME) domiciled in Italy. The
securitized portfolio does not include the so-called "residual
value instalment", i.e. the final instalment amount to be paid by
the lessee (if option is chosen) to acquire full ownership of the
leased asset. The residual value instalments are not financed -
i.e. it is not accounted for in the portfolio purchase price -
and is returned back to the originator when and if paid by the
borrowers.

Italfinance Securitisation Vehicle 2 S.r.l. (ITA 9) is a
securitisation of lease receivables originated by Banca Italease
S.p.A. and granted to individual entrepreneurs and small and
medium-sized enterprises (SME) domiciled in Italy. The assets are
represented by receivables belonging to different sub-pools: real
estate (38.21%), Construction & Building (13.60%) and Capital
Equipment (7.10%). The securitized portfolio does not include the
so-called "residual value instalment", i.e. the final instalment
amount to be paid by the lessee (if option is chosen) to acquire
full ownership of the leased asset. The residual value
instalments are not financed - i.e. it is not accounted for in
the portfolio purchase price - and is returned back to the
originator when and if paid by the borrowers.

RATINGS RATIONALE

The rating actions are prompted by the good performance and
deleveraging of the underlying leases in each transaction. The
pool factors of the transactions are; 0.58% for ITA 8 and 3.78%
for ITA 9.

Moody's reassessed the default probability of the transactions'
account bank provider by referencing the bank's deposit rating.
The ratings of the notes are constrained by the issuer account
bank exposure in accordance with Moody's updated approach in
assessing the risk posed by the linkage to the issuer account
bank as part of the consolidated methodology to evaluating
counterparty risks in structured finance transactions published
in July 2017
(http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_1038135).

Revision of key collateral assumption

The pool of ITA 8 has amortised steadily so that only EUR8.79
million remain. As part of the analysis, Moody's maintained the
current balance default probability assumption at 20.89% and
fixed recovery rate of 50%. These assumptions together with
portfolio credit enhancement of 36% result in coefficient of
variation of 77.09%.

The performance of ITA 9 like that of ITA 8 is characterized by
the amortisation of the underlying pool. Similarly, Moody's
maintained the current balance default probability assumption at
14% and fixed recovery rate of 50%. These assumptions together
with portfolio credit enhancement of 36% result in coefficient of
variation of 77.07%.

Principal Methodology:

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

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

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

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


SESTANTE FINANCE 3: S&P Affirms D (sf) Rating on Cl. C1/C2 Notes
----------------------------------------------------------------
S&P Global Ratings raised to 'A+ (sf)' from 'A (sf)' and removed
from CreditWatch positive its credit rating on Sestante Finance
S.r.l. series 3's class A notes. At the same time, S&P has
affirmed its 'B (sf)' rating on the class B notes and its 'D
(sf)' ratings on the class C1 and C2 notes.

S&P said, "The rating actions resolve our Nov. 24, 2017,
CreditWatch positive placement of our rating on the class A notes
and follow our credit and cash flow analysis of the most recent
transaction information as of the October 2017 payment date. We
have applied our European residential loans criteria and our
structured finance ratings above the sovereign criteria.

"Since our previous full review, credit enhancement, including
collateral performance, has slightly increased for the class A
and B notes, while it has decreased for the class C1 and C2
notes."

  CREDIT ENHANCEMENT

  Class         Available Credit
                 Enhancement (%)
  A                        19.91
  B                       (0.08)
  C1                      (9.16)
  C2                      (9.16)

The reserve fund has not been replenished since its depletion in
May 2009.

Severe delinquencies of more than 90 days, at 5.64%, are on
average higher for this transaction than our Italian residential
mortgage-backed securities (RMBS) index. Defaults are defined as
mortgage loans in arrears for more than 12 months in this
transaction. S&P said, "Cumulative defaults, at 12.01%, are also
higher than in other Italian RMBS transactions that we rate.
Prepayment levels remain low and the transaction is unlikely to
pay down significantly in the near term, in our opinion."

After applying S&P's European residential loans criteria to this
transaction, its credit analysis results show that, since January
2017, the weighted-average foreclosure frequency (WAFF) and the
weighted-average loss severity (WALS) have both decreased at all
rating levels.

  Rating level    WAFF (%)    WALS (%)
  AAA                21.66       18.84
  AA                 17.36       15.73
  A                  13.14        9.97
  BBB                10.58        7.35
  BB                  8.40        5.64
  B                   6.14        4.14

The decrease in WAFF is mainly due to a slight decrease in
arrears, while the WALS decrease is mainly due to the application
of our updated market value decline assumptions. The overall
effect is a decrease in the required credit coverage at all
rating levels.

S&P said, "Following our Oct. 27, 2017 upgrade of the Republic of
Italy, the application of our RAS criteria now constrains the
maximum potential rating in this transaction at 'A+ (sf)'. Taking
into account the results of our credit and cash flow analysis and
the application of our RAS criteria, we consider that the
available credit enhancement for the class A notes is
commensurate with a higher rating than currently assigned. We
have therefore raised to 'A+ (sf)' from 'A (sf)' and removed from
CreditWatch positive our rating on the class A notes.

"In our cash flow analysis, the class B notes can withstand a
commingling stress equal to one month's collection of interest
and principal (including a certain amount of assumed
prepayments). We have applied this stress as our rating on this
class of notes is no longer weak-linked to the long-term issuer
credit rating on Banca Popolare dell'Emilia Romagna S.C. (BPER)
(the Italian collection bank account provider) following our
Sept. 30, 2016 rating actions on BPER (see "Italy-Based Banca
Popolare dell'Emilia Romagna 'BB-/B' Ratings Affirmed Then
Withdrawn At Issuer's Request"). Additionally, cumulative
defaults have increased, but severe arrears have decreased. As
such, the class B notes might still breach the cumulative gross
default ratio trigger, which is set at 16%, over the next few
years. We will closely monitor these developments. We have
therefore affirmed our 'B (sf)' rating on the class B notes.

"The issuer can defer interest payments on the class B, C1, and
C2 notes if the cumulative gross default ratio exceeds certain
documented levels. The interest deferral triggers are set at 12%
for the class C1 and C2 notes. The cumulative gross default ratio
was 12.01% on the October 2017 interest payment date. The class
C1 and C2 notes continue to defer interest and we have therefore
affirmed our 'D (sf)' ratings on these classes of notes.

"In our opinion, the outlook for the Italian residential mortgage
and real estate market is not benign and we have therefore
increased our expected 'B' foreclosure frequency assumption to
2.55% from 1.50%, when we apply our European residential loans
criteria, to reflect this view."

Sestante Finance series 3 is an Italian RMBS transaction, which
closed in December 2005. It is backed by a pool of residential
mortgage loans originated by Meliorbanca SpA.

  RATINGS LIST

  Class              Rating
              To                From

  Sestante Finance S.r.l. EUR899.51 Million Asset-Backed
  Floating-Rate Notes Series 3

  Rating Raised And Removed From CreditWatch Positive

  A           A+ (sf)           A (sf)/Watch Pos

  Ratings Affirmed

  B           B (sf)
  C1          D (sf)
  C2          D (sf)


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


BARINGS 2018-1: S&P Assigns Prelim B- (sf) Rating to Cl. F Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Barings
Euro CLO 2018-1 B.V.'s class A-1, B-1, B-2, C, D, E, and F notes.
At closing, Barings will also issue an unrated subordinated class
of notes.

Barings 2018-1 is a European cash flow collateralized loan
obligation (CLO) securitizing a portfolio of primarily senior
secured euro-denominated leveraged loans and bonds issued by
European borrowers. Barings (U.K.) Ltd. Is the collateral
manager.

Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payments. The portfolio's reinvestment period ends approximately
four years after closing.

S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-
average 'B' rating. We consider that the portfolio at closing
will be well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. We have conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations."

Elavon Financial Services DAC is the bank account provider and
custodian. At closing, S&P expects the documented downgrade
remedies to be in line with its current counterparty criteria.

S&P said, "We expect the issuer to be bankruptcy remote, in line
with our legal criteria.

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

RATINGS LIST

  Barings Euro CLO 2018-1 B.V.
  senior secured floating- and fixed-rate notes (including
  EUR42.05 mil subordinated notes)

                                        Prelim Amount
  Class                 Prelim Rating      (mil, EUR)
  A-1                   AAA (sf)             263.25
  B-1                   AA (sf)               32.10
  B-2                   AA (sf)               30.00
  C                     A (sf)                30.15
  D                     BBB (sf)              22.50
  E                     BB (sf)               24.75
  F                     B- (sf)               13.50
  Sub                   NR                    42.05

  NR--Not rated


GLOBAL UNIVERSITY: Moody's Affirms B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) of
Global University Systems Holding B.V. (GUS, company).
Concurrently, Moody's has assigned B3 instrument ratings to the
new GBP530 million equivalent senior secured term loans due 2024
as well as the GBP75 million senior secured revolving credit
facility due 2023, both issued by Markermeer Finance B.V. The
outlook on all ratings is stable, including the outlook assigned
at Markermeer Finance B.V.

The proceeds of the new term loans will be used to repay existing
debt, including the rated notes issued by Lake Bridge
International Plc, fund an acquisition that is expected to close
in the first quarter of 2018 and to fund a GBP40 million bridge
loan to shareholders. Moody's expects to withdraw the rating on
the notes issued by Lake Bridge International Plc upon closing of
the transaction and repayment.

RATINGS RATIONALE

The affirmation of the B3 CFR reflects Moody's view that the
company's increased Moody's-adjusted debt/EBITDA of 5.4x expected
for FY2017 and pro-forma for the acquisition can be accommodated
at the rating level. Moody's expects the anticipated acquisition
to broaden the company's geographic reach and range of
educational offering. The transaction follows the recent
acquisition of the London College of Creative Media acquisition
in January 2018, of exam preparation services provider HighQ
(Israel) in April 2017 and online distance learning university
Arden (UK) in August 2016. However, Moody's also views the fully
debt-funded nature of the transaction, including a payment to
shareholders, as aggressive in terms of financial policy. Moody's
would also expect the company to continue to assess further
acquisitions, possibly debt-funded, going forward.

The rating also continues to reflect (1) exposure to the highly
competitive and fragmented higher education market and the
requirement to comply with rigorous regulatory standards to
maintain access to degree awarding powers, government student
loans, visa-related licenses and university entitlements, (2)
some, albeit decreasing geographic concentration, given its
traditional focus on the UK, (3) the importance of international
students and the company's marketing and sourcing success for
both its own institutions as well as in its recruitment services
business for other institutions, which also relies on the appeal
of its institutions to those students, and (4) the weak corporate
governance with the position of CEO, shareholder and board
director all combined in one person. However, the CFR also
continues to reflect GUS's (1) market position as one of the
largest European private higher education providers with a focus
on the UK, (2) solid growth through both acquisitions and
organically, as well as its good margins, (3) strong network of
independent recruitment agents and large own staff dedicated to
sales, marketing and business development and (4) some revenue
visibility from committed student enrolments and broad variety of
offerings.

Moody's notes that the company derives ca 27% of revenues (FY2017
pro-forma) from leveraging its agent network and marketing
capabilities predominantly to source students for third-party
institutions. Moody's views this business as somewhat less
resilient and sees some additional risks in this business as the
company only gets paid after enrolment fees are paid, meaning the
company receives payments from partners well after the costs are
incurred. This has resulted in some related accrued income build-
up and resulting negative cash flow effects. There is also some
exposure in case of student drop-outs.

The company continues to grow with revenues reaching GBP250
million for the twelve months to August 2017, up 11% on FY2016
(November) and including some smaller acquisitions (but excluding
the current transaction). Company-adjusted EBITDA also continued
to grow by 21% over the same period.

Moody's considers GUS's near-term liquidity position to be good.
As of November 2017 and pro-forma for the acquisition, the
company had GBP121 million of cash on balance sheet and access to
a senior secured committed GBP75 million revolving credit
facility (RCF) due 2023. Academic courses-related cash inflows
are at their highest in August and September as most courses
start in September and many students pay for their tuition prior
to the commencement of their studies. However, this seasonal
concentrated cash flow pattern is partly mitigated by students
using government funding (primarily loans from the UK Student
Loans Company - SLC). Whilst there is no such requirement by the
regulator, Moody's understands GUS conservatively holds 30% of
annualised cost as cash. Moody's expects the company to continue
to maintain this minimum liquidity balance. There is a net senior
leverage maintenance covenant, under which Moody's expects the
company to retain sufficient headroom.

The B3 ratings on the GBP530 million senior secured term loans
due 2024 and the GBP75 million senior secured RCF due 2024 are
aligned with the CFR as they rank pari passu and represent the
major debt instruments in the capital structure. The instruments
are guaranteed by subsidiaries representing at least 80% of
consolidated EBITDA and security includes debentures for UK
subsidiaries, amongst other, which represent GUS' key market.

The stable rating outlook reflects Moody's expectation that GUS
will continue to grow on an organic basis and through
acquisitions, allowing for some deleveraging trajectory. It does
not incorporate further debt-funded acquisitions. The stable
outlook also reflects Moody's expectation that each GUS brand
will maintain its current regulatory approval status, including
the University title and degree awarding powers.

The ratings could be upgraded if the company sustains solid
levels of organic growth and continues to further diversify its
collection of schools and geographic footprint. An improved
corporate governance and reporting disclosure would also be
important for positive pressure. Quantitatively, the rating could
be upgraded if Moody's-adjusted Debt/EBITDA declines sustainably
below 4.5x, and free cash flow to debt improves sustainably
towards 5.0%, whilst maintaining an adequate liquidity profile.
Conversely, the ratings could be downgraded if earnings were to
weaken such that Moody's-adjusted Debt/EBITDA increases above
6.0x, or if free cash flow or the liquidity profile weakens. Any
material negative impact from a change in any of the company
brands' regulatory approval status, degree awarding powers or
University title could also pressure the ratings.

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

GUS is a private higher education provider offering accredited
academic under- and postgraduate degrees, vocational and
professional qualifications and language courses at its
institutions in the United Kingdom, Germany, Canada and Singapore
and through its online platform. The company also provides
marketing, recruitment, retention and online services to third
party higher education institutions. GUS's key institutions
include the University of Law, Arden University, University
Canada West, London School of Business & Finance and St Patrick's
College. Founded in 2003 and headquartered in the Netherlands,
the company generated around GBP250 million revenue in the 12
months ended August 2017, and ca GBP300 million including the
anticipated acquisition.

GUS recruits its students from over 175 countries through a
network of approximately 1,100 active independent education
agents and 500 staff dedicated to marketing, sales and business
development. The company is controlled by its founder Aaron
Etingen.


GLOBAL UNIVERSITY: S&P Lowers CCR to 'B', Outlook Stable
--------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating
on the Netherlands-incorporated higher education services group
Global University Systems Holding BV (GUS) to 'B' from 'B+'. The
outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue rating to
GUS' proposed ú530 million-equivalent multicurrency term loan B
and to its proposed ú75 million revolving credit facility (RCF).
The recovery rating on this debt is '3', indicating our
expectation of average recovery prospects (30%-50%; rounded
estimate: 50%) in the event of a payment default.

"We lowered our rating on the group's existing ú312 million of
senior secured notes to 'B' from 'B+', which was issued by its
subsidiary Lake Bridge International PLC. The recovery rating on
this debt remains unchanged at '3', reflecting our expectation of
meaningful recovery (50%-70%; rounded estimate: 65%) for
creditors in the event of a payment default.

"In addition, we lowered our issue rating on the group's ú15
million super senior revolving credit facility (RCF) to 'BB-'
from 'BB'. The recovery rating on this debt remains unchanged at
'1', reflecting our expectation of very high recovery (90%-100%;
rounded estimate: 95%) in the event of a payment default.

"We will withdraw our issue rating on the group's existing debt
once the proposed transaction is completed.

"The downgrade reflects our view that GUS' financial policy is
more agressive than we previously anticipated, leading to higher
debt leverage and slower deleveraging. This stems from the
group's plans to refinance its ú312 million senior secured term
notes, fund an acquisition, and pay a dividend to shareholders
with new debt of about ú530 million.

"We take into account that, following the transaction, GUS' S&P
Global Ratings-adjusted debt to EBITDA will likely increase to
5.5x-6.0x in fiscal 2018 (end November 30) from our estimate of
less than 5.0x in fiscal 2017. This increase no longer supports
the group's financial policy to reduce debt to a net reported
leverage of 2.0x by the end of fiscal 2018 from 2.5x in fiscal
2017, which was equivalent to a drop in adjusted debt to EBITDA
to 4.0x-4.5x from 5.0x-5.5x. As part of the transaction, the
company will repay ú75 million of junior debt, pay ú40 million to
shareholders, and make an acquisition, which will be entirely
debt financed and does not include an equity injection as we
previously anticipated.

"As such, our base-case expectation is that GUS' credit metrics
will remain highly leveraged over the next couple of years, with
adjusted debt to EBITDA at or above 5x, absent any other material
acquisitions.

"We continue to incorporate in our analysis our view of the
group's limited geographic diversification outside the U.K. and
somewhat narrow scale and operations in a small market, with
reported EBITDA of about ú88 million expected in fiscal 2017. The
U.K. market for undergraduate and postgraduate offerings
primarily consists of public education providers, with only 3% of
undergraduates and 9% of postgraduates taught by private higher
education institutions. We also factor in the group's exposure to
government funding and regulation with about 26% of GUS income
coming from students who utilized government funding to pay for
their courses. We note that 30.8% of GUS' students are
international (including 8.2% from the EU). We consider that
elevated risks from Brexit -- notably the possible more stringent
immigration policy or weakening position of London as a financial
center--could weigh on international student enrollment rates.
Lastly, we believe further pressure on the group's credit
standing stems from possible integration risks should the company
pursue an acquisition-based growth strategy.

"Nevertheless, we view the group's recent acquisition as positive
for the rating. This deal will result in an increase in GUS'
EBITDA base, factoring in our expectation that this acquisition
will report about $13 million of EBITDA in fiscal 2017.

"We believe that the group's strong brands and established
relationships with accrediting bodies and other regulators will
keep GUS among the leaders in the U.K.'s developing private high
education market. We acknowledge the group's taught degree
awarding powers and university title status following the
acquisitions of The University of Law (ULaw) and Arden
University.

"We also note the regulator's recent "Gold" rating in the
"Teaching Excellence Framework" that ranks ULaw as the top
British university in terms of the quality of undergraduate
education. Additionally, we view positively the group's
diversification in terms of disciplines and student domiciles,
reducing its exposure to the economic cycle and regulatory
changes. Lastly, we think that the group's brands, flexible
timetables, and digital capabilities help it to retain and
attract students, providing some visibility on revenues.

"Nevertheless, we also take into account our projection that GUS
will report negative free operating cash flow (FOCF) in fiscal
2017, due to the limited cash conversion of the developing
recruitment business line, which generates around 30% of
revenues. GUS receives a portion of tuition fees from each
student that it refers to one of its partner universities. The
revenue is recognized once the student accepts the offer at the
partner university, but cash is received as late as 24 months
afterward.

"The stable outlook reflects our view that GUS will achieve sound
EBITDA growth and generate sufficient FOCF in fiscal 2018, on the
back of organic growth and the integration of recent
acquisitions. We forecast that the group's reported EBITDA will
be about ú88 million in fiscal 2017 before reaching ú95 million-
ú100 million, including the contributions from the recent
acquisition, in fiscal 2018. The stable outlook also captures our
assumptions that S&P Global Ratings-adjusted debt to EBITDA for
GUS will be 5.5x-6.0x in fiscal 2018 (post transaction) after
less than 5.0x in fiscal 2017. FFO cash interest coverage should
remain well within our thresholds for the current rating, at
above 2x, with positive reported FOCF expected in fiscal 2018
from negative the year before.

"Because the private higher education market is fragmented and we
understand that GUS will participate in sector consolidation, we
think potential rating downside would most likely stem from
further material or transformative debt-financed acquisitions
that push up the group's leverage. We could also lower our rating
if GUS' operating performance deteriorates, leading to negative
reported FOCF and weakened liquidity over a protracted period.

"We view an upgrade of GUS as unlikely over the next 12 months.
It would hinge on the group committing to a more conservative
financial policy such that we consider the likelihood of
releveraging to be remote. We could raise our rating on GUS if
adjusted debt to EBITDA decreased sustainably to below 5x,
together with sizable FOCF."


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


PROCREDIT BANK: Fitch Raises Long-Term IDR to BB-, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded ProCredit Bank Sh.a.'s (PCBA) Long-
Term Foreign-Currency Issuer Default Rating (IDR) to 'BB-' from
'B+' with a Stable Outlook. It has also upgraded the Support
Rating to '3' from '4'. The bank's Viability Rating is unaffected
by this rating action.

The upgrades follow a reassessment by Fitch of transfer and
convertibility risks in Albania.

KEY RATING DRIVERS
IDRS AND SUPPORT RATING

PCBA's IDRs and Support Rating are underpinned by the likelihood
of support from ProCredit Holding AG&Co. KGaA (PCH, BBB/Stable),
its 100% owner. In assessing support, Fitch views positively the
full ownership of the subsidiary, the strategic importance of
south-eastern Europe to PCH, the potential negative implications
of a subsidiary default for the group, the strong integration of
PCBA within the group and a record of capital and liquidity
support.

The extent to which support can be factored into PCBA's ratings
is constrained by Fitch's assessment of transfer and
convertibility risks in Albania. Absent of these constraints,
Fitch would likely maintain a one-notch differential between the
ratings of the bank and PCH. PCBA's Long-Term Local-Currency IDR
is constrained by Fitch's assessment of country risks in Albania.

The Stable Outlook on PCBA's IDRs reflects the balance of risks
on the Albanian sovereign credit profile.

RATING SENSITIVITIES
IDRS AND SUPPORT RATINGS

Changes to Fitch's assessment of country risks in Albania could
result in an upgrade or downgrade of PCBA's ratings.

The rating actions are as follows:

Long-Term Foreign-Currency IDR upgraded to 'BB-' from 'B+';
Outlook Stable
Short-Term Foreign-Currency IDR affirmed at 'B'
Long-Term Local-Currency IDR affirmed at 'BB-'; Outlook Stable
Short-Term Local-Currency IDR affirmed at 'B'
Support Rating upgraded to '3' from '4'
Viability Rating of 'b' unaffected


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


POLYUS PJSC: S&P Affirms 'BB-' CCR, Off CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term corporate credit
and issue ratings on Russia-based gold miner Polyus PJSC and
removed the ratings from CreditWatch with positive implications,
where they were placed on June 8, 2017. The outlook is positive.

S&P said, "We also assigned our 'BB-' issue rating to the new
proposed senior unsecured Eurobond to be issued by Polyus Finance
PLC and guaranteed by Polyus PJSC and the main operating company,
JSC Polyus Krasnoyarsk.

The affirmation and positive outlook reflect Polyus' improving
operational and financial results, the reducing risks linked to
its financial policies risks after the SPO transaction completed
in August 2017, and its implementation of an official dividend
policy (payout of 30% of EBITDA if net debt to EBITDA is lower
than 2.5x, or a payout amount at the discretion of the board of
directors if leverage is higher than 2.5x). S&P said, "We had
assumed previously that the now-terminated sale of an up to 15%
equity stake in Polyus (including options) to a consortium of
Chinese investors led by Fosun International could also help
decrease the risk associated with Polyus' financial policies
since the acquisition of Polyus by Wandle Holdings (ultimately
owned by Mr. Said Kerimov) in November-December 2015. We
understand this acquisition was largely debt-financed. However,
we have had only limited visibility on Wandle's debt post
transaction, and we assume that the dividends from Polyus are the
sole source for servicing debt at parent level."

S&P said, "Although we anticipate that Polyus' financial policy
risks will diminish over time, we do not expect them to disappear
completely in the next few years, because we have not been able
to obtain a clear view of the debt amount and capital structure
at Wandle level and because we expect the parent will retain
control.

"The ratings are supported by our view of the company's
operational and financial results for 2018 and beyond. Production
levels increased in 2017 by 10% compared with 2016's, to about
2.16 million ounces of gold, supported by the Natalka deposit
commissioning in September 2017. We expect continued above-peer
average growth in 2018-2019, on the back of the Natalka
production ramp-up. Combined with the company's strong
profitability (buttressed by the devaluation of the Russian
ruble, efficiency gains, and manageable capital expenditure
[capex] levels), this translates into consistently positive free
operating cash flow (FOCF) generation of about $700 million in
2018 and approximately $1.0 billion in 2019, enabling moderate
and decreasing leverage. We anticipate that the company will
continue to demonstrate low cash operating costs of less than
$400 per ounce (/oz) in the next two years, despite the ruble's
strengthening over the past 12 months. This should ensure the
company remains at the bottom of the global gold miners' cost
curve."

The company has a solid market position as the eighth-largest
gold producer globally by output and second-largest by reserves
(based on Joint Ore Reserves Committee estimates). It boasts a
long reserve life of more than 30 years and low production costs.
These positive factors are mitigated by the exposure to a single
commodity and high country risk in Russia, where the company's
operating assets are located. S&P assesses Polyus' business risk
as fair, which is similar to its assessment on many of Polyus'
Russia-based peers in the metals sector, such as Evraz Group
S.A., PAO Severstal, and NLMK PJSC.

The positive outlook reflects that S&P may raise the rating if
Polyus continues to demonstrate strong operational and financial
results, with FFO to debt sustainably in the upper end of 30%-45%
and substantial positive FOCF generation, along with a track
record of more credit-friendly financial policies.

S&P would upgrade Polyus with the next 12 months, if it sees the
following combination:

-- Moderate leverage, with FFO to debt in the top end of the
    30%-45% range through the cycle; and

-- Growing substantial FOCF generation that enables deleveraging
    at the company and/or shareholder level.

S&P said, "We might revise the outlook to stable if Polyus'
operating and financial performance is weaker than we expect or
we see the company exercising a more aggressive operating
strategy or financial policy than we currently expect, resulting
in weakening credit metrics because of higher capex,
acquisitions, or dividends."


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


BANCAJA 10: S&P Lowers Rating on Class B Notes to 'CC (sf)'
-----------------------------------------------------------
S&P Global Ratings took various credit rating actions in Bancaja
10, Fondo de Titulizacion de Activos.

Specifically, S&P has:

-- Raised to 'AA+ (sf)' from 'AA- (sf)' its rating on the class
    A2 notes;

-- Affirmed its 'AA- (sf)' rating on the class A3 notes, and its
    'D (sf)' ratings on the class C, D, and E notes; and

-- Lowered to 'CC (sf)' from 'CCC (sf)' its rating on the
    class B notes.

S&P said, "The rating actions follow our credit and cash flow
analysis of the most recent transaction information that we have
received and the November 2017 investor report. Our analysis
reflects the application of our European residential loans
criteria and our current counterparty criteria.

"Although the reserve fund continues to be fully depleted,
available credit enhancement for the class A2 to D notes has
increased since our previous review, due to the amortization of
the class A2 notes and the decrease of defaulted loans."

  Class        Available credit
         enhancement, excluding
          defaulted credits (%)
  A2                      13.73
  A3                      13.73
  B                        7.23
  C                        2.02
  D                      (0.58)

S&P said, "Severe delinquencies of more than 90 days, excluding
defaults, have decreased to 1.41% from 2.59% at our previous
review. Outstanding net defaults, considered as loans in arrears
for more than 18 months, have also decreased to 6.18% from 6.60%
over the same period.

"After applying our European residential loans criteria to this
transaction, our credit analysis results show a decrease in the
weighted-average foreclosure frequency (WAFF) and a decrease in
the weighted-average loss severity (WALS) for all rating levels.
The current WAFF level reflects the benefit from the increased
seasoning and improving performance. The decreased WALS factors
the decrease in the current loan-to-value ratio, due to the
pool's amortization, coupled with the application of our revised
market value decline assumptions. The overall effect is a
decrease in the required credit coverage for all rating levels."

  Rating     WAFF     WALS      CC
  level       (%)      (%)     (%)
  AAA       17.49    29.55    5.17
  AA        13.22    25.50    3.37
  A         10.92    18.29    2.00
  BBB        7.99    14.60    1.17
  BB         5.31    12.14    0.65
  B          4.52     9.99    0.45

  CC--Credit coverage.

The collection account is held with Bankia S.A. (BBB-/Positive/A-
3) in the name of the servicer, which is also Bankia. S&P has
therefore stressed commingling loss in our cash flow analysis in
line with our current counterparty criteria.

S&P said, "We do not rate the transaction account provider,
Citibank Europe PLC (Madrid Branch). Therefore, in accordance
with our bank branch criteria, in our analysis we have used the
rating on the parent company, Citibank Europe PLC (A+/Stable/A-1)
and the sovereign rating on the Kingdom of Spain to infer the
rating on the transaction account provider.

"JPMorgan Chase Bank (A+/Stable/A-1) is the swap counterparty. We
do not consider the replacement language in the swap agreement to
be in line with our current counterparty criteria. However, given
that it features a replacement framework, in scenarios where we
give benefit to the swap, our ratings in this transaction are
capped at our long-term issuer credit rating on the swap
counterparty plus one notch, in line with our current
counterparty criteria.

"Our credit and cash flow analysis indicates that the class A2
and A3 notes now have sufficient credit enhancement to pass our
stresses at higher ratings than those currently assigned, even
without giving credit to the swap. However, because of the pro
rata trigger between the class A2 and A3 notes, which is based on
the ratio between the outstanding balance of performing assets up
to 90 days in arrears and the outstanding balance of the class A
notes being lower than or equal to 1, we expect the class A3
payments to remain subordinated to the class A2 notes for the
rest of the transaction's life. We have therefore raised to 'AA+
(sf)' from 'AA- (sf)' our rating on the class A2 notes. At the
same time, we have affirmed our 'AA- (sf)' rating on the class A3
notes based on its effective subordination to the class A2 notes,
which results in it not being able to achieve an additional two
notch uplift from the rating on the sovereign. We have also
delinked our ratings on both classes of notes from the swap
counterparty.

The transaction features an interest deferral trigger for the
class B to D notes. If triggered, the interest payments are
subordinated below principal in the priority of payments. These
triggers are based on cumulative gross defaults in the
transaction, at 10.90%, 7.40%, and 5.70%, for the class B, C, and
D notes, respectively. The current level of cumulative defaults
is at 10.78% over the original balance securitized as of November
2017.

"Given the cumulative gross defaults' average quarterly increase
of 10 basis points experienced lately, we expect the class B
interest deferral trigger to be breached in the short term.
Therefore, under our criteria, we rate an issue 'CC' when we
expect default to be a virtual certainty, regardless of the time
to default. Given the insufficiency of available resources and
the proximity of the interest deferral trigger being breached, we
expect that the class B notes will default even under the most
optimistic collateral performance scenario because the default
will be due to interest rate movement. Therefore, we have lowered
to 'CC (sf)' from 'CCC (sf)' our rating on the class B notes.

"The class C and D interest deferral triggers were breached in
2014 and 2013, respectively. Therefore, the interest on these
classes of notes has since been subordinated to senior principal
payment, and these notes have not paid interest during this time.
Additionally, the class E notes, issued at closing to fund the
reserve fund, began defaulting on the interest payment date in
July 2009. We have therefore affirmed our 'D (sf)' ratings on the
class C, D, and E notes, in line with our criteria.

"In our opinion, the outlook for the Spanish residential mortgage
and real estate market is not benign, and we have therefore
increased our expected 'B' foreclosure frequency assumption to
3.33% from 2.00%, when we apply our European residential loans
criteria, to reflect this view. We base these assumptions on our
expectation of modest economic growth, continuing high
unemployment, and house price stabilization during 2017 and
2018."

Bancaja 10 is a Spanish residential mortgage-backed securities
(RMBS) transaction that closed in January 2007 and securitizes
residential mortgage loans. Caja de Ahorros de Valencia Castell¢n
y Alicante (Bancaja; now Bankia) originated the pool, which is
mainly located in the Valencia region.

RATINGS LIST

  Class             Rating
              To              From
  Bancaja 10, Fondo de Titulizacion de Activos EUR2.631 Billion
  Mortgage-Backed Floating-Rate Notes

  Rating Raised

  A2          AA+ (sf)        AA- (sf)

  Rating Lowered

  B           CC (sf)         CCC (sf)

  Ratings Affirmed

  A3          AA- (sf)
  C           D (sf)
  D           D (sf)
  E           D (sf)


PRISA: Board Approves Debt Agreement with Creditors
---------------------------------------------------
Jim Silver at Bloomberg News reports that Prisa said in a
statement its board approved an agreement with creditors that an
includes extension of debt maturity until November and December
2022.

Payment calendar doesn't foresee mandatory repayments until
December 2020, with subsequent calendar adjusted to the company's
expected cash flow, Bloomberg discloses.

The accord plans relocation of debt currently recorded in Prisa
to bring it closer to the educational business, benefiting from
its cash-flow generation, Bloomberg states.  It includes partial
amendment of debt guarantees, Bloomberg says.

The company foresees first repayment of EUR450 million using
funds obtained with capital increase approved by shareholders in
November, Bloomberg notes.

Promotora de Informaciones S.A. -- http://www.prisa.com/-- is a
Spain-based holding company engaged in various media activities.
The Company has six business areas: publishing, education and
training (Grupo Santillana publishes textbooks and books of
general interest); press (El Pais Internacional is engaged in the
distribution of news material and services to other newspapers
and publications worldwide); radio (Union Radio is a group
broadcasting worldwide); audiovisual (PRISA offers services and
products, including Pay TV, thorough the satellite platform
DIGITAL+, and free-to-view through the channel Cuatro); online
(Prisacom is committed to the development of multimedia content
with broadcasting for Internet-based TV) as well as commercial &
marketing (Sogecable Media SA manages all the advertising on the
Company and its group's media).  The Company is present in 22
countries, such as Portugal, Brazil or the United States.


TDA 24: Fitch Affirms 'Csf' Rating on Class D Notes, Off RWE
------------------------------------------------------------
Fitch Ratings has upgraded two tranches of TDA 24, FTA, affirmed
three and removed all classes from Rating Watch Evolving (RWE) as
follows:

Class A1 (ISIN ES0377952009) upgraded to 'BBsf' from 'Bsf'; off
RWE; Outlook Positive
Class A2 (ISIN ES0377952017) upgraded to 'BBsf' from 'Bsf'; off
RWE; Outlook Stable
Class B (ISIN ES0377952025) affirmed at 'CCsf'; off RWE; Recovery
Estimate 0%
Class C (ISIN ES0377952033) affirmed at 'CCsf'; off RWE; Recovery
Estimate 0%
Class D (ISIN ES0377952041) affirmed at 'Csf'; off RWE; Recovery
Estimate 0%

The rating actions follow the application of Fitch's revised
European RMBS Rating Criteria.

TDA 24 is an RMBS transactions originated by Banco Castilla-La
Mancha, Caixabank and Credifimo, and currently serviced by
Caixabank and Liberbank.

KEY RATING DRIVERS

Revised Expected Recoveries
Following the publication of Fitch's European RMBS Rating
Criteria, Fitch has revised its recovery expectations. Better
recovery rates for recent and future defaults are the main driver
of the class A1 and A2 upgrades. Defaults that have been
outstanding for more than the projected recovery timing (four
years) bear no recoveries in Fitch's analysis.

Bar-belled Asset Performance
The loans originated by Credifimo (25% by outstanding pool
balance), continue to show weak performance. This is evidenced by
their large contribution to current outstanding defaults (92%) as
well as poor recoveries realised to-date on these defaulted
claims. The majority of the collateral portfolio outstanding (75%
by pool balance) continues to perform in line with Fitch
expectations.

Late stage arrears, defined as loans with three or more monthly
instalments overdue, increased to 1.4% of the total outstanding
mortgage pool balance in August 2017 across all originators, from
0.7% in June 2016.

Pro-Rata Amortisation for Class A1 and A2
The financial structure allows pro-rata amortisation among the
class A1 and A2 notes if late stage arrears reach more than 3%.
The two classes currently amortise sequentially. In the rating
scenarios analysed, the pro-rata condition is met. However, the
Positive Outlook on the class A1 notes signals their increased
likelihood of full repayment before arrears deteriorate to levels
above 3%.

Large Deficiency Ledgers
The outstanding principal deficiency ledgers (PDL) have continued
to increase and are currently at EUR24.2 million, up from last
year (EUR23.6 million). This constrained any upgrade of the
mezzanine notes.

Loan Floors
TDA 24 is subject to the court ruling allowing borrowers to
potentially remove the interest rate floor included in the
mortgage contract. This increases the likelihood of reduced
excess spread and will limit any PDL clearing if enforced.

Data Adjustments
Fitch made additional assumptions for the current balance of
defaulted loans and for property IDs as such information was not
made available by TDA. The agency assumed that current defaulted
loan balances are equal to loan balances at time of loan default,
and treated properties with an identical valuation date,
valuation amount and related to the same borrower as one and
unique property.

RATING SENSITIVITIES

Further asset performance deterioration would trigger negative
rating actions, or revision of the Recovery Estimates. The above
mentioned loan-by-loan data adjustments may constrain future
upgrades, especially for the class A2 notes.


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


CARILLION PLC: Gov't Shares Blame for Collapse, Serco Boss Says
---------------------------------------------------------------
Rhiannon Curry at The Daily Telegraph reports that the boss of
Serco has accused the Government of presiding over an outsourcing
market where only the "dumb and desperate" want to compete for
public sector contracts.

According to The Daily Telegraph, Rupert Soames said the
Government had played a part in the collapse of support services
giant Carillion by forcing companies to take huge risks when
carrying out public services.

Carillion was put into liquidation on Jan. 15 after amassing huge
debts due to a number of contracts that ended up costing it more
than it anticipated, The Daily Telegraph recounts.  Much of its
work was in delivering public services such as cleaning local
authority buildings and serving school meals, as well as taking
on major public construction projects such as building hospitals
and railways, The Daily Telegraph notes.

Writing in The Daily Telegraph on Jan. 15, Mr. Soames accused the
Government of only offering long-term fixed price contracts,
which can be derailed by policy changes such as increases in the
minimum wage, which suppliers cannot plan for.

Exiting public private partnership agreements is incredibly
costly because of the inflexibility of the terms of contracts
won several years ago, leaving Carillion to continue even when it
knew a project would be loss-making, notes the report. Government
contracts are "punitive" Mr. Soames claimed, blaming contract
terms on many smaller firms leaving the market in recent years
which has resulted in an over-reliance on large businesses, The
Daily Telegraph relates.

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.


CINEWORLD GROUP: S&P Assigns Prelim 'BB-' CCR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' long-term
corporate credit rating to Cineworld Group PLC, the U.K.-based
cinema operator, which is the second-largest in Europe.

S&P said, "At the same time, we assigned our preliminary 'BB-'
issue rating to Crown Finance U.S. Inc., Cineworld Group's wholly
owned financing subsidiary.

"We also assigned our preliminary 'BB-' issue rating to the $4
billion (about GBP3 billion) seven-year senior secured term loan
facility and $300 million (about GBP220 million) senior secured
revolving credit facility that the group intends to issue to
finance the proposed acquisition. The recovery rating on these
facilities is '3', indicating our expectations of meaningful
recovery (50%-70%; rounded estimate 60%) in the event of a
payment default.

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings. If S&P Global Ratings does not receive final
documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, we reserve the
right to withdraw or revise our ratings. Potential changes
include, but are not limited to, use of loan proceeds, maturity,
size and conditions of the loans, financial and other covenants,
security, and ranking.

"Our rating on Cineworld reflects our view of the volatile nature
of the cinema exhibition industry, somewhat mitigated by the
group's large scale and strong market position. Its geographic
diversification partly offsets its exposure to the U.S. box
office. Our rating also indicates that we expect the group's
strong cash flow generation to support the deleveraging of the
company."

Cineworld is the second-largest operator in Europe, by number of
screens. After the acquisition of Regal, the group will remain
headquartered and listed in the U.K., and will become the second-
largest cinema operator globally. The combined group will have
793 sites, 9,542 screens, and a strong market-leading position in
10 countries.

S&P said, "About 75% of revenues will come from the U.S., where
we estimate that Regal currently has the second-largest market
share (about 20% of total screens). The remaining 25% of revenues
will come from the U.K., Central and Eastern Europe, and Israel.
We estimate that the combined group's 2018 revenues will exceed
GBP3.2 billion, and adjusted EBITDA (including our adjustment for
operating leases) will be GBP1.0 billion-GBP1.1 billion."

The cinema exhibition industry is volatile and highly
competitive. Similar to peers, Cineworld Group's operating
performance significantly depends on the box office performance
and the quality of the film slate, which is subject to seasonal
volatility, and success of films, which is hard to predict. S&P
said, "In our view, there is tough competition in mature markets.
At the same time, industry players also compete with out-of-home
entertainment alternatives such as sport events and theme parks,
and with video-on-demand and over-the-top television, which are
growing in popularity. We expect these competitive pressures will
be especially relevant in the U.S. and in the U.K. In the U.S.,
total cinema admissions and admissions per capita have been
gradually decreasing over the past five to 10 years. Just in
2017, they fell by an estimated 4% compared with 2016."

The group's large size and scale will help it mitigate the risks
inherent to the industry. S&P believes Cineworld will have more
power to negotiate lower film rental costs with major film
studios and will have better purchasing terms for concessions
compared with smaller peers. This will help the group maintain
control over costs, although the nature of the business gives it
limited leeway because the overall cost structure is rigid.

Cineworld is present and has leading positions in several Central
European markets, including Poland, Bulgaria, Czech Republic,
Romania, Hungary, and Slovakia. In S&P's view, these offer better
growth prospects in terms of theatre admissions, increasing
ticket prices, and average concessions spending per patron than
mature markets, which will support Cineworld's operating
performance and profitability. Having a presence in markets like
Poland, where a significant proportion of the films screened are
local content, will also provide a buffer against the volatility
of the Hollywood film slate.

S&P said, "We expect Cineworld's profitability and reported
EBITDA margins to compare well with peers. Both Cineworld and
Regal have well-invested cinema portfolios with modern
capabilities including recliner seats, 4K digital projection,
4DX, and IMAX screens. We forecast that, after the merger, the
group's reported EBITDA margins will be about 19%-21% in 2018-
2019. We understand that going forward the group will focus on
achieving efficiency improvements by optimizing the managerial
structure and procurement, and will retarget some of the capital
expenditure within the group. It will likely prioritize continued
investment into reseating and refurbishment of Regal's legacy
theatres to bring it more in line with U.S.-based peers such as
AMC (AMC's legacy theatres; this excludes Carmike, which it
recently acquired) and Cinemark, and will support a gradual
improvement in EBITDA margins over the medium term.

"Our rating also reflects our expectation that after the merger,
the group will continue to generate substantial free operating
cash flows that will allow it to progressively reduce leverage
broadly in line with the target that management publicly
communicated when announcing the acquisition (that is, net debt
to EBITDA of 3x by the end of 2019). We forecast that the group's
adjusted debt to EBITDA will be about 5x in 2018 (including our
adjustment for the present value of operating leases), and that
it will fall to about 4.5x in 2019, and close to 4x thereafter.
We understand that Cineworld plans to maintain its existing
dividend policy. In 2018-2019, we estimate that this will leave
the group with reported discretionary cash flow of about GBP200
million per year, which it will use for debt reduction.

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

-- The proposed acquisition to be approved by Cineworld's
    shareholders and to be completed in the first half of 2018.

-- Real GDP growth of 1.9%-2.6% in the U.S. in 2018-2019 and 1%-
    1.3% in the U.K. Cineworld's operating performance will
    mainly depend on the quality and timing of film releases; it
    doesn't directly correlate with macroeconomic indicators, in
    S&P's view.

-- Improving consumer confidence may support higher prices in
    the U.S., but price increases may be somewhat constrained in
    the U.K.

-- Total revenues, pro forma the transaction, will be about
    GBP3.2 billion-GBP3.4 billion in 2018, and S&P Global
    Ratings-adjusted EBITDA will be about GBP1.0 billion-GBP1.1
    billion.

-- Annual revenue growth for the group of about 2%-4% in 2018-
    2020, driven by an annual increase in average ticket prices
    and concession sales per patron of 2%-3%, slightly above the
    consumer price index (CPI) in Cineworld's various markets. It
    will achieve this by improving cinema experiences, expanding
    premium formats, and improving the concessions offering.

-- Box office revenue growth will be constrained by stagnating
    admissions in the mature U.S. and U.K. markets, but S&P
    expects admissions to continue to increase in Central and
    Eastern Europe.

-- Reported EBITDA margins of about 19%-21% in 2018-2019 to
    continue gradually improving as the group achieves its
    targeted operational synergies and cost savings.

-- Only limited working capital outflows of up to GBP10 million
    per year in 2018-2019, and a maximum seasonal working capital
    swing of up to GBP100 million.

-- Capital expenditure (capex) of about GBP200 million-GBP210
    million in 2018-2019, or about 6% of revenues, net of
    landlord contributions in the U.S.

-- No acquisitions.

-- Dividends of about GBP90 million in 2018, and in line with
    Cineworld's existing payout ratio of about 55% going forward.

-- No special dividends or share buybacks.

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

-- Adjusted debt to EBITDA of about 5x in 2018 and about 4x-4.5x
    in 2019-2020;

-- Adjusted FFO to debt of about 13%-15% in 2018-2020.

-- Discretionary cash flow of about GBP200 million that
    management plans to use toward debt reduction.

S&P said, "The stable outlook reflects our view that over the 12
months after completing the acquisition of Regal, Cineworld will
progressively reduce leverage, with adjusted debt to EBITDA
falling to 4.0x-4.5x in 2019-2020 from about 5x in 2018. This
will be despite the secular pressures on the cinema exhibition
industry in the U.S. and based on our expectation of continued
box office growth in other regions and reported EBITDA margins of
about 19%-21%. The stable outlook also assumes that the group
will remain committed to its publicly stated medium-term
deleveraging targets and existing dividend policy, such that
adjusted discretionary cash flow to debt will exceed 5%, and
liquidity will be at least adequate.

"We could lower the rating if after the transaction closes, the
group's adjusted leverage doesn't improve to comfortably less
than 5x in 2019 and beyond. This could happen if it sees weaker
operating performance--for example, stemming from materially
lower admissions and box office revenues globally--or if it
experiences delays in achieving synergies or higher-than-expected
restructuring and other integration-related costs. A more
aggressive financial policy, with higher shareholder payouts that
would reduce discretionary cash flow, could also lead to a
downgrade.

"We see an upside scenario as remote at this point. Over the
longer term, we could raise the rating if Cineworld achieves and
maintains reported EBITDA margins at about 20%-23% and reduces
its adjusted leverage to below 4x on a sustainable basis, while
adjusted discretionary cash flow to debt remains above 7%."


EUROSAIL 2006-2BL: S&P Raises Class E1c Ratings to B+ (sf)
-----------------------------------------------------------
S&P Global Ratings took various credit rating actions on all
rated classes of notes in Eurosail 2006-2BL PLC.

Specifically, S&P has:

-- Raised to 'A (sf)' from 'A- (sf)' and removed from
    CreditWatch positive its ratings on the class A2c, B1a, B1b,
    C1a, and C1c notes;

-- Raised to 'BBB+ (sf)' from 'BB+ (sf)' its ratings on the
    class D1a and D1c notes, and to 'B+ (sf)' from 'B- (sf)' its
    rating on the class E1c notes; and

-- Affirmed its 'B- (sf)' rating on the class F1c notes.

S&P said, "The rating actions follow our credit and cash flow
analysis of the most recent transaction information that we have
received as part of our ongoing surveillance. Our analysis
reflects the application of our European residential loans
criteria and our current counterparty criteria.

"On Oct. 17, 2017, we raised our long- and short-term issuer
credit ratings (ICRs) on Barclays Bank PLC, the transaction
account and guaranteed investment contract (GIC) provider in this
transaction. Consequently, on Nov. 10, 2017, we placed on
CreditWatch positive our ratings on Eurosail 2006-2BL's class
A2c, B1a, B1b, C1a, and C1c notes."

In the December 2012 investor report, the servicer (Acenden Ltd.)
updated how it reports arrears to include amounts outstanding,
delinquencies, and other amounts owed. The servicer's definition
of other amounts owed include (among other items), arrears of
fees, charges, costs, ground rent, and insurance.

S&P said, "We have refined our analysis of these other amounts
owed by using the available reported loan-level data. The new
approach primarily results in a decrease in the weighted-average
loss severity (WALS) in this transaction. Since our previous full
review, total arrears have declined to 24.2% from 26.7%."

The notes are currently amortizing sequentially, as they have
breached the pro rata payment triggers relating to arrears and
cumulative repossessions. Due to the combination of sequential
amortization and a nonamortizing reserve fund that is at its
target balance, this transaction benefits from increased credit
enhancement since our previous review.

S&P's weighted-average foreclosure frequency (WAFF) assumptions
have decreased for this transaction since its previous review,
primarily due to greater seasoning and lower arrears.

  Rating          WAFF           WALS         Expected
  level            (%)            (%)         loss (%)
  AAA            36.85          34.62            12.76
  AA             31.71          27.26             8.64
  A              26.58          15.64             4.16
  BBB            22.71           9.47             2.15
  BB             18.42           5.99             1.10
  B              16.42           4.00             0.66

S&P said, "Following our 2015 downgrade of Barclays Bank and the
lack of subsequent remedial actions to address the breach of the
downgrade triggers, our ratings on the notes in this transaction
are capped at 'A', the long-term ICR on Barclays Bank. The class
A2c, B1a, B1b, C1a, and C1c notes would have obtained higher
ratings without the ratings cap due to Barclays Bank as
transaction account provider and GIC provider. Considering our
Oct. 17, 2017 upgrade of Barclays Bank, we have raised to 'A
(sf)' from 'A- (sf)' and removed from CreditWatch positive our
ratings on the class A2c, B1a, B1b, C1a, and C1c notes.

"The results of our cash flow analysis shows that the level of
available credit enhancement for the class D1a, D1c, and E1c
notes is now commensurate with higher ratings than those
currently assigned. We have therefore raised to 'BBB+ (sf)' from
'BB+ (sf)' our ratings on the class D1a and D1c notes, and raised
to 'B+ (sf)' from 'B- (sf)' our rating on the class E1c notes.

"In our view, the available credit enhancement for the class F1c
notes is commensurate with our currently assigned rating. We have
therefore affirmed our 'B- (sf)' rating on the class F1c notes.

"Our credit stability analysis for this transaction indicates
that the maximum projected deterioration that we would expect at
each rating level over one- and three-year periods, under
moderate stress conditions, is in line with our credit stability
criteria."

Eurosail 2006-2BL is a U.K. nonconforming residential mortgage-
backed securities (RMBS) transaction originated by Preferred
Mortgages Ltd.

RATINGS LIST

  Class           Rating            To           From

  Eurosail 2006-2BL PLC
  EUR60.8 Million, GBP406.278 Million, $318 Million Mortgage-
  Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch Positive

  A2c        A (sf)       A- (sf)/Watch Pos
  B1a        A (sf)       A- (sf)/Watch Pos
  B1b        A (sf)       A- (sf)/Watch Pos
  C1a        A (sf)       A- (sf)/Watch Pos
  C1c        A (sf)       A- (sf)/Watch Pos

  Ratings Raised

  D1a        BBB+ (sf)    BB+ (sf)
  D1c        BBB+ (sf)    BB+ (sf)
  E1c        B+ (sf)      B- (sf)

  Rating Affirmed

  F1c        B- (sf)


MORTGAGES NO. 6: S&P Affirms B-(sf) Rating on Class E Notes
-----------------------------------------------------------
S&P Global Ratings took various rating actions on Mortgages No. 6
PLC.

Specifically, S&P has:

-- Raised and removed from CreditWatch positive its ratings on
    the class A2, B, C notes;

-- Raised its rating on the class D notes; and

-- Affirmed its rating on the class E notes.

The rating actions follow its credit and cash flow analysis of
the transaction using information as of the October 2017 payment
date and the application of its relevant criteria.

On Oct. 17, 2017, S&P raised its long- and short-term issuer
credit ratings (ICRs) on Barclays Bank PLC, the collection
account provider, guaranteed investment contract (GIC) account
provider, transaction account provider, and liquidity facility
provider in this transaction. Consequently, on Nov. 10, 2017, S&P
placed on CreditWatch positive its ratings on Mortgages No. 6's
class A2, B, and C notes.

S&P said, "Total delinquencies have decreased to 20.78% from
22.17% in January 2016 and are above the level observed in our
U.K. nonconforming residential mortgage-backed securities (RMBS)
index.

"Prepayments have remained stable since our previous review. As
of October 2017, the prepayment rate in this transaction was
10.2%, which is higher than the 6.3% observed in our index.

"The lower arrears levels and greater proportion of the loans in
the pool receiving seasoning credit benefited our WAFF
calculations. Our WALS assumptions have increased at the 'AAA'
and 'AA' levels but have decreased at other rating levels. The
transaction has benefited from the decrease in the weighted-
average current loan-to-value (LTV) ratios."

  Rating        WAFF     WALS
                 (%)      (%)
  AAA          29.40    24.51
  AA           25.53    17.23
  A            21.53     6.48
  BBB          18.54     2.27
  BB           15.69     2.00
  B            14.17     2.00

The notes benefit from a liquidity facility, which was reduced to
GBP4,422,843 from GBP29,500,000 following the July 2017 payment
date, and a reserve fund.

The structure is currently amortizing pro rata as all the pro
rata performance triggers are met. S&P has considered this in its
cash flow analysis.

S&P said, "Our credit and cash flow analysis indicates that the
available credit enhancement for the class E notes is
commensurate with the currently assigned rating. The pool's asset
performance is stable, the reserve fund is fully funded and
continues to increase as a percentage of the outstanding balance,
and prepayments are low. Therefore, we do not expect the issuer
to be dependent upon favorable business, financial, and economic
conditions to meet its financial commitment on the class E notes
within the next 12 months. Consequently, we have affirmed our 'B-
(sf)' rating on this class of notes.

"We consider the available credit enhancement for the class D
notes to be commensurate with a higher rating than the one
currently assigned. We have therefore raised to 'BBB+ (sf)' from
'BBB (sf)' our rating on this class of notes.

"In our credit and cash flow analysis, we consider the available
credit enhancement for the class A2, B, and C notes to be
commensurate with higher ratings than those currently assigned.
However, the liquidity facility and bank account provider
(Barclays Bank PLC; A/Stable/A-1) breached the 'A-1+' downgrade
trigger specified in the transaction documents, following our
lowering of its long- and short-term ratings in November 2011.
Because no remedy actions were taken following our November 2011
downgrade, our current counterparty criteria cap the maximum
potential rating on the notes in this transaction at our 'A'
long-term issuer credit rating on Barclays Bank. We have
therefore raised to 'A (sf)' from 'A- (sf)' and removed from
CreditWatch positive our ratings on the class A2, B, and C
notes."

Mortgages No. 6 is a U.K. nonconforming RMBS transaction that
closed in December 2004 and securitizes first-ranking mortgages
over freehold and leasehold properties in the U.K.

  RATINGS LIST

  Class        Rating

  Mortgages No. 6 PLC
  GBP595.9 Million Mortgage-Backed Floating-Rate Notes

  Ratings Raised And Removed From CreditWatch

  A2       A (sf)       A- (sf)/Watch Pos
  B        A (sf)       A- (sf)/Watch Pos
  C        A (sf)       A- (sf)/Watch Pos

  Ratings Raised

  D        BBB+ (sf)    BBB (sf)

  Ratings Affirmed

  E        B- (sf)


TOY 'R' US: Begins Winding Down St Georges Retail Park Store
------------------------------------------------------------
Tom Pegden at Leicester Mercury reports that Toys 'R' Us has
begun winding down its big store on Leicester's St Georges Retail
Park.

According to Leicester Mercury, consultations are yet to commence
with the 35 staff prior to the closure this spring.

The retail giant -- which employs 3,200 people in 105 stores
nationally -- announced last December that it was closing 25
stores in a bid to "meet the evolving needs of customers" and
turn the business around, Leicester Mercury recounts.

Under what is called a Company Voluntary Arrangement (CVA), the
company sought approval from creditors to reposition its real
estate portfolio for "future growth and profitability", Leicester
Mercury notes.

A newer, smaller store which opened at the Highcross shopping
centre earlier last year is unaffected by the closure plans,
Leicester Mercury states.

A spokeswoman for the business, as cited by Leicester Mercury,
said: "At present we can't give you a redundancy number as the
consultation period hasn't started but we will always look to
accommodate staff in other areas as a first port of call.

"The closure date hasn't yet been confirmed -- but we are
potentially looking at spring, encompassing March or April."

A closing down sale has already started at St George's Retail
Park, with up to 30% off, Leicester Mercury discloses.

A Babies 'R' Us department inside the store which will also be
closing is also involved in the sale, Leicester Mercury says.

                        About Toys "R" Us

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

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

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

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

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

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

Grant Thornton is the monitor appointed in the CCAA case.

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

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

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



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets.  A company may establish reserves on its
balance sheet for liabilities that may never materialize.  The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
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                 * * * End of Transmission * * *