/raid1/www/Hosts/bankrupt/TCREUR_Public/180223.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Friday, February 23, 2018, Vol. 19, No. 039


                            Headlines


A Z E R B A I J A N

SOCAR: Fitch Affirms BB+ Long-Term IDR, Off Watch Negative


F R A N C E

PHOTONIS TECHNOLOGIES: Prospect Values $12M Loan at 87% of Face
RIVOLI PAN EUROPE 1: Fitch Cuts Ratings on 2 Note Classes to CC
TONNA ELECTRONIQUE: Bankruptcy Proceedings Commence


G E O R G I A

GEORGIAN WATER: Fitch Affirms BB- Long-Term IDR, Outlook Stable


G R E E C E

GREECE: Fitch Hikes Long-Term IDR to B, Outlook Positive


I R E L A N D

NEWHAVEN II: Moody's Assigns B1 Rating to Class F-R Notes
NEWHAVEN II: Fitch Assigns B- Rating to EUR13.2MM Class F-R Notes


N E T H E R L A N D S

SIGMA HOLDCO: Fitch Assigns 'B+(EXP)' First-Time IDR


N O R W A Y

OCEANTEAM ASA: Deadline to Register New Auditor Extended


P O L A N D

GETBACK SA: S&P Alters Outlook to Positive & Affirms 'B/B' ICRs


R U S S I A

ALROSA: Fitch Says Financial Profile to Benefit From Novatek Deal
NEW FORWARDING: Fitch Assigns BB+ Final Rating to RUB5BB Bond


S P A I N

RURAL HIPOTECARIO IX: Fitch Affirms CC Rating on Class E Notes


U N I T E D   K I N G D O M

BYRON BURGERS: Closes Three Branches in London Following CVA Deal
CARILLION PLC: Barclays Hit with GBP127MM Cost After Collapse
PINNACLE BIDCO: Fitch Assigns Final 'B' IDR, Outlook Stable
* UK: Number of Insolvent Restaurant Businesses Up 20% in 2017


X X X X X X X X

* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS


                            *********



===================
A Z E R B A I J A N
===================


SOCAR: Fitch Affirms BB+ Long-Term IDR, Off Watch Negative
----------------------------------------------------------
Fitch Ratings has affirmed State Oil Company of the Azerbaijan
Republic's (SOCAR) Long-Term Issuer Default Rating (IDR) at 'BB+',
Short-Term IDR at 'B' and senior unsecured rating at 'BB+'. All
ratings have been removed from Rating Watch Negative (RWN). The
Outlook is Stable. SOCAR's rating is aligned with the rating of
Azerbaijan (BB+/Stable).

SOCAR was among the companies Fitch placed on Rating Watch in
November 2017 when the exposure draft of its new Government-
Related Entities (GRE) Rating Criteria was published. At the time,
Azerbaijan's 'BB+' rating was on Negative Outlook and Fitch were
reassessing the standalone credit profile (SCP) of SOCAR. Fitch
had previously aligned SOCAR's rating with Azerbaijan's but under
the proposed methodology, SOCAR's rating could have been assigned
using a top-down approach if its SCP was more than three notches
below the sovereign rating and the credit standing of Azerbaijan
deteriorated further.

In line with the final GRE rating criteria Fitch have decided to
continue to align SOCAR's rating with that of Azerbaijan (now on
Stable Outlook) based on SOCAR's SCP being commensurate with a
'B+' rating and the strength of the support from the state mapping
to scores between 35 and 42.5.

KEY RATING DRIVERS

Elevated Leverage: Lower oil prices, high capex and trading
business expansion led to negative free cash flow (FCF) and a
gradual increase in SOCAR's forecasted 2017 funds from operations
(FFO) adjusted net leverage to 5.5x from 1.8x in 2013. Following
the completion of large pipeline projects and the STAR refinery in
2018, Fitch expect the company's capex to decrease to around AZN2
billion in 2019-2020 from AZN4.3 billion in 2017. Under Fitch oil
price assumptions, SOCAR's net leverage will remain above 5.0x
until 2020, which continues to constrain SOCAR's SCP.

Stand-alone credit profile of 'B+': While Fitch view the company's
business profile as commensurate with a 'BB' rating category, its
high leverage results in the overall SCP being in the 'B+' rating
category. Fitch expect that capex will remain high until 2018 when
large pipeline projects and the STAR refinery in Turkey are
completed. Further build-up of gross debt should, however, be
limited owing to higher oil prices and expected increase in
government subsidies to AZN1.9 billion in 2018 (AZN0.5 billion in
2017).

Funding of SOCAR's Projects: Southern Gas Corridor CJSC (SGC), a
JV between SOCAR (49%) and the Ministry of Economy of Azerbaijan
(51%), continues the construction of key Azeri gas projects,
including the full-field development of the Shah Deniz (SD) gas
and condensate field, the expansion of the South Caucasus
Pipeline, and the construction of Trans-Anatolian and Trans
Adriatic gas pipelines (TANAP and TAP). SOCAR estimates the total
spending required to complete the projects at USD2.7 billion as of
February 2018 and expects its share of overall funding to come
below its 49% stake owing to financing raised by SGC internally
(bonds issued to SOFAZ) and externally. In the absence of details
on SGC's planned funding structure, Fitch has conservatively
assumed that SOCAR fully covers the 49% of the expected capex on
its balance sheet.

ACG Extension Positive: In September 2017, the Azerbaijan
government, SOCAR and international oil companies signed a
contract to extend the production-sharing agreement (PSA) for the
Azeri-Chirag-Gunashli (ACG) field until 2049. ACG is the main oil
field in Azerbaijan, accounting for 76% of total Azeri oil output
in 2016. Fitch views the deal extension as positive for Azerbaijan
and SOCAR. The company sells the government's share of crude oil
(profit oil) received under PSAs on behalf of the state and
transfers the respective funds to the State Oil Fund of Azerbaijan
(SOFAZ). The fund then pays grants to the government, SOCAR and
other state-related entities underlining the strength of ties
between SOCAR and the state.

Progress on STAR Refinery: Total construction costs of the STAR
Refinery in Turkey have increased to USD6.3 billion from USD5.7
billion estimated in May 2014 when SOCAR agreed funding for the 10
million tpa oil refinery in Turkey. The USD3.3 billion project
finance debt package raised in 2015 for the construction is in two
tranches with maturities of 18 and 15 years and a four-year grace
period. The refinery is expected to come on stream in 2018 and
supply the Turkish market, mainly with diesel and jet fuel. While
effective ownership remains with SOCAR, its subsidiary Petkim
Petrokimya Holding A.S. (B/Stable) signed an agreement to acquire
an 18% stake in the refinery in 2018 for an estimated USD720
million. Fitch expects these funds to be used by SOCAR Turkey,
which owns a controlling stake in Petkim, to finance the purchase
of a fuel retail network.

Larger Trading Operations: In 2017, SOCAR continued to expand its
trading operations with daily oil trading volumes of 2.1 mbpd in
1H17, up from around 1 mbpd in 2016, with the growth due to a
surge in third-party supplies of crude and petroleum products.
Fitch sees an expansion of trading activities as negative for the
credit profile -- albeit positive for profitability
historically -- as the trading business requires access to short-
term financing, puts pressure on liquidity and may lead to
negative working capital outflows in an environment of higher oil
prices or growing volumes. While SOCAR recorded working capital
inflows in 6M17, Fitch conservatively assumes outflows in 2017-
2019 due to the projected further increase in trading volumes.

Adjustments to Debt: Fitch treats liabilities resulting from the
transactions involving disposal of assets to SGC and Goldman Sachs
International (GSI) in the total amount of AZN5.7 billion as debt.

In July 2014, SOCAR signed an agreement to sell a 10% interest in
the Shah Deniz PSA and in South Caucasus Pipeline Company (SCPC)
to SGC. According to the terms of this agreement, SGC will pay
advances for these acquisitions to SOCAR while control will pass
to SGC in 2023 upon meeting conditions preceding sales. Advances
receivable totalled AZN3 billion at end-June 2017.

In August 2015, SOCAR sold a 13% stake in SOCAR Turkey Enerji A.S.
(STEAS) to GSI for AZN1.4 billion (USD1.3 billion). At the same
time, SOCAR entered into a put option agreement with GSI, pursuant
to which SOCAR committed to purchase back the shares held by GSI,
at a specified price if the planned initial public offering of
STEAS does not occur, or to settle the put option if certain
conditions provided by the put option agreement are not met. The
put option is valid until 2021.

DERIVATION SUMMARY

Fitch aligns SOCAR's rating with that of Azerbaijan (BB+/Stable)
under Fitch's new GRE Rating Criteria to reflect strong ties
between the company and its parent and strong incentive by the
state to support. The company is 100% state- owned, accounts for
around 20% of Azerbaijan's oil production, is the largest employer
in the country, and a significant contributor to the state budget.
The state guarantees debt of the company to an outstanding amount
of USD703 million and has extended USD528 million of loans to
SOCAR via the Ministry of Finance with the intention of converting
the exposure to equity. Additionally, the strategic and
operational ties are strong and the company is responsible for the
realisation of the government's strategy in the oil and gas
sector. SOCAR's taxes accounted for 6.9% of government revenue in
2016, while income from profit oil SOCAR provides to SOFAZ
accounted for 49% government revenue.

KEY ASSUMPTIONS

Fitch's Key Assumptions within Fitch Rating Case for the Issuer

- Brent crude price of USD52.5/bbl in 2018, USD55/bbl in 2019
   and USD57.5/bbl thereafter

- USD/AZN exchange rate constant at 1.7 over 2017 - 2020

- Aggregate capex of AZN11 billion over 2017 - 2020

- Equity contribution from the government of AZN0.5 billion in
   2017 and AZN1.9 billion in 2018

- Distributions to the government of AZN0.3 billion over 2017-
   2020

RATING SENSITIVITIES

SOCAR

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

- Positive rating action on the Azerbaijan Republic

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

- Negative rating action on the Azerbaijan Republic
- Weakening state support
- Sustained deterioration in SOCAR's credit metrics, with FFO
   net adjusted leverage exceeding 6.0x over an extended period
   of time

Azerbaijan

The main factors that could, individually or collectively, trigger
negative rating action are:

- An erosion of the sovereign's net external assets
- Developments in the economic policy framework that undermine
   macroeconomic stability
- Weakening growth performance and prospects

The main factors that could, individually or collectively, trigger
positive rating action are:

- Improvement in the macroeconomic policy framework,
   strengthening the country's ability to address external shocks
   and reducing macro volatility
- An improvement in governance and the business environment and
   progress in economic diversification underpinning growth
   prospects
- A significant rise in the sovereign's net external assets

LIQUIDITY

Weak Liquidity: As of June 30, 2017, cash and cash equivalents of
AZN4.5 billion did not cover short-term debt and SOCAR's current
portion of long-term borrowing of AZN5.8 billion. The bulk of the
short-term debt is in US dollars and is related to SOCAR's trading
arm. Fitch expects liquidity to remain weak over 2018 and 2019 as
a result of the need to roll over trading-related short-term
facilities and upcoming debt amortisations of over AZN1 billion
each in 2018 and 2019. With negative FCF forecast under Fitch base
case in 2017-2018 as a result of large capex outflows, the
liquidity gap is expected to be funded by government equity
injections.



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F R A N C E
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PHOTONIS TECHNOLOGIES: Prospect Values $12M Loan at 87% of Face
---------------------------------------------------------------
Prospect Capital Corporation has marked its $12,872,000 loan
extended to privately held Photonis Technologies SAS to market at
$11,283,000, or 87.7% of the outstanding amount, as of Dec. 31,
2017, according to a disclosure contained in a Form 10-Q filing
with the Securities and Exchange Commission for the quarterly
period ended Dec. 31, 2017.

Prospect extended to Photonis a First Lien Term Loan (9.19% (LIBOR
+ 7.50% with 1.00% LIBOR floor). The loan is scheduled to mature
September 18, 2019.

France-based Photonis Technologies SAS is a tier 2 manufacturer of
night-vision sensor technology for defense, security, industrial,
and scientific markets. The company was formerly known as Photonis
Holding SAS and changed its name to Photonis Technologies SAS in
2010. The company was founded in 2007.

                              * * *

In December 2017, Moody's Investors Service downgraded the
corporate family rating (CFR) of Photonis Technologies SAS to Caa1
from B3 and the probability of default rating (PDR) to Caa1-PD
from B3-PD. Concurrently, Moody's downgraded the instrument rating
on the senior secured term loans to Caa1 from B3 and the
instrument rating on the super senior revolving credit facility
(RCF) to B1 from Ba3. The outlook on all ratings remains negative.

"The rating action reflects (1) the weaker-than-expected trading
performance of Photonis over the first nine months of fiscal year
(FY) 2017 leading to a further deterioration of the company's
leverage to around 9x as of the end of the period (based on
unaudited management accounts) from around 8x as of the end of FY
ending 31 December 2016 (based on unaudited accounts or 8.9x as
calculated by Moody's including the negative impact of non-
recurring items and write-off of inventories, among others, as
disclosed in the 2016 audited annual accounts) and (2) the lack of
clear de-leveraging trend over the coming quarters while the
maturity of the senior secured term loans is looming raising the
risk of default driven by a potential debt write-off or distressed
exchange," said Sebastien Cieniewski, Moody's
lead analyst for Photonis.

Moody's said these weaknesses are partly mitigated by the
company's adequate liquidity position supported by the EUR16
million cash balance as of the end of September 2017 which Moody's
expects to increase towards EUR25 million by the end of FY 2017 as
Q4 is typically generating a significant portion of group annual
EBITDA and cash flow. Moody's expects that the internal sources of
funding should cover the company's needs over the next 12 months
mitigating the lack of external sources of liquidity when the RCF
expires in September 2018.

Also in December, S&P Global Ratings lowered its long-term
corporate credit rating on France-based night vision sensors
company Photonis Technologies SAS to 'CCC+' from 'B-'. The outlook
is negative.

S&P said, "We also lowered our issue rating on Photonis' senior
secured term loan due September 2019 to 'CCC+' from 'B-'. The
recovery rating remains unchanged at '3', indicating meaningful
(50%-70%; rounded estimate: 55%) recovery prospects in the event
of a default.

"The downgrade reflects our belief that Photonis' successful
refinancing of its term loan B due 2019 relies on the company's
capacity to secure a higher level of new orders within the next 12
months, without suffering any major contract postponements. We
forecast that Photonis' full-year 2017 results will fall behind
our initial expectations. Although we forecast that the company
will post stronger operating results in the second half of 2017
versus the previous year, thanks to a recovery in order intake, we
believe that it will not be enough to compensate for the weak
first half of 2017, caused by subdued demand and contract
postponements affecting volumes in the night vision and power tube
segments."


RIVOLI PAN EUROPE 1: Fitch Cuts Ratings on 2 Note Classes to CC
-----------------------------------------------------------------
Fitch Ratings has downgraded Rivoli - Pan Europe 1 Plc's floating-
rate notes due August 2018:

  EUR34.3 million Class B (XS0278739874) downgraded to 'CCsf'
  from 'CCCsf'; Recovery Estimate (RE) 100%

  EUR23.6 million Class C (XS0278741771) downgraded to 'CCsf'
  from 'CCCsf'; RE revised to 10% from 50%

The notes are secured on a 50% syndication of the EUR115.2 million
Rive Defense loan, which remains in workout proceedings (now led
by the senior lenders, rather than the French courts). The loan is
secured on a secondary office property located in the suburbs of
the La Defense region in Paris. The asset has been vacant since
the sole tenant surrendered its lease in January 2016, although
quarterly indemnity payments are due until April.

KEY RATING DRIVERS

The downgrade reflects the limited time until bond maturity within
which the loan workout would have to have completed, despite the
senior lenders now taking control of the process, ending the
French safeguard proceedings. With a new asset manager in place
and in the absence of reported evidence for significant lettings
for the existing building (let alone pre-letting for a planned
redevelopment aimed at increasing the building area by around
60%), Fitch believes that a maturity default in August 2018 has
become probable.

A trustee (Fiduciaire) had taken control in April 2017, after the
borrower missed an important re-letting milestone. Subsequently,
the asset manager and chairman of the borrower have been replaced.

Assuming the exit strategy remains a sale of the asset together
with planning permission for a redevelopment, the range of buyers
will be constrained. Fitch believes that the class B notes can be
fully recovered, in time, but that the class C notes will likely
suffer a significant loss, as reflected in the Recovery Estimates.

RATING SENSITIVITIES

All notes remaining outstanding at bond maturity in August 2018
will be downgraded.
  Class E (ES0374274068); affirmed at 'CCsf'; off RWE; Recovery
  Estimate (RE) revised to 0% from 60%


TONNA ELECTRONIQUE: Bankruptcy Proceedings Commence
---------------------------------------------------
Reuters reports that Tonna Electronique SA has announced the
opening of the company's bankruptcy proceedings with continuation
of the activity until March 31, 2018.

Tonna Electronique SA is a France-based telecommunications
company, principally engaged in collective and individual
television, security systems and networks.



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G E O R G I A
=============


GEORGIAN WATER: Fitch Affirms BB- Long-Term IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Georgian Water and Power LLC's (GWP)
Long-Term Foreign and Local-Currency Issuer Default Ratings (IDR)
at 'BB-'. The Outlook is Stable.

The affirmation is supported by the company's natural monopoly
position in Tbilisi's water supply and sanitation sector, solid
profitability, the implementation of the new RAB-based regulatory
tariff-setting mechanism along with increases in tariffs, good
receivables collection rates so far, and low sector risk. These
are offset by increased leverage resulting in reduced financial
flexibility due to the company's accelerated capex and increase in
dividend payments, increased exposure to foreign currency, heavily
worn-out water infrastructure causing around 50% water losses, and
a risk of related-party transactions, albeit on market terms.

KEY RATING DRIVERS

Increased Leverage: Fitch forecasts funds from operations (FFO)
net-adjusted leverage (excluding connection fees) to increase to
an average of 3x (2017-2020) from last year's forecast average of
1.3x (2016-2019), which is high compared to historical levels.
This is mainly the result of the company's accelerated capex
programme and new dividend policy. Fitch also forecasts FFO fixed
charge coverage (excluding connection fees) to average about 3.9x
over 2017-2020. The management has indicated that it is committed
to keeping the net debt /EBITDA ratio below 3x in the short-term,
and to fall below 2.5x by 2019.

Accelerated Capex, Increased Dividends: GWP is accelerating its
capital investment programme and plans to complete it in three
years versus the five previously anticipated. Drivers for this
change are management's continued efforts to improve the water
infrastructure assets and water losses performance, the new
regulatory tariff methodology, which incentivises the company to
invest more as it receives a higher return through the allowed
cost of capital applied to its regulatory asset base (RAB), and
the company's ability to access more attractive debt financing
through international financial institutions.

Management has also revised the dividend policy in anticipation of
the planned IPO in two to three years' time. Although management
does not have a set dividend payout ratio, Fitch expect it to
remain relatively high at above 50% on average over 2017-2020
which limits GWP's financial flexibility.

Slow Water Loss Reduction: Reduction in water losses continues to
be one of the most significant drivers of EBITDA growth for the
company in spite of the recent tariff increases. It has a
multiplicative effect on earnings as it reduces water production
costs and frees up electricity produced by GWP's hydro power
plants for external sales. In 2016 the company reported water
losses of about 49%, down from 51% a year before. Fitch expect
water losses to improve gradually, although at a slower pace than
management.

New RAB-Based Regulation: Fitch views the new regulatory framework
as positive for the water supply and sanitation sector as it
should ensure appropriate remuneration of the regulated asset base
(RAB) and incentivise infrastructure investment and efficiencies.
This was approved by the regulator in 2017. The regulatory
framework is based on the (RAB) principle, which is a key
component in determining capex, although it is based on assets'
book values rather than replacement values. The first three-year
regulatory period started in 2018. The weighted average cost of
capital (WACC) was set at 15.99%.

The new tariffs were implemented in January 2018 and reflect the
capital investment plans submitted by GWP and approved by the
regulator. Previously, GWP had not received any tariff increases
since 2010. The new tariff methodology also provides a correction
mechanism for expense. The regulator has also adopted new service
commercial quality rules and a new normative losses methodology,
which are aimed at improvements in the quality of services
rendered by the utilities.

Change in Group Structure: In July 2017, BGEO Group PLC (expected
to be delisted) announced a proposed demerger into two entities: a
London-listed banking business comprising Bank of Georgia (BoG,
BB-/Stable); and a London-listed investment business, Georgia
Capital JSC (formerly known as JSC BGEO Investments). Georgia
Capital JSC will remain a Georgia-focused investment platform
targeting opportunistic investments. Georgia Capital JSC is
expected to own 100% in Georgian Global Utilities Limited (GGU),
which is in turn the parent of GWP.

The shareholder is looking to increase the value of GGU in the
next two to three years and monetise it via an IPO.

Related-Party Transactions: GWP is fully owned by GGU, which also
owns Rustavi Water LLC, Mtskheta Water LLC, Gardabani Sewage
Treatment Plant LLC and Saguramo Energy LLC. Fitch assess GWP's
and GGU's credit profiles similarly, as in 2017 GWP generated 97%
of the group's EBITDA and held 100% of the group's debt.

However, Fitch views as negative the new financing arrangements
and increase in related-party transactions between GWP and other
subsidiaries of GGU. In Fitch view, the company is funding
entities with weaker credit profiles. During 2017 GWP obtained
debt financing from international financial institutions and on-
lent around GEL35.5 million or 16.4% of the total debt raised to
two of its sister companies which is in addition to the GEL12.5
million previously loaned to another sister company. Fitch
understand that these transactions are carried out on market
terms.

Increased FX Exposure: GWP's exposure to foreign-exchange rate
fluctuations increased during 2017 as foreign-currency denominated
debt rose to around 50% of its total debt following the
refinancing of its local-currency borrowings with more attractive
debt financing from international financial institutions in
foreign currencies (mainly euros). Although the company benefits
from cheaper debt financing, Fitch believe the significant
exposure to FX fluctuations could lead to pressure on credit
metrics in the event of marked adverse fluctuations in currency
markets.

Fitch believes the implementation of the FX hedging policy is
challenging as the financial hedging products available in the
local market are limited and expensive.

DERIVATION SUMMARY

GWP is a small water company in terms of its asset base and
geographic diversity relative to the rated peer universe. It is
also an outlier in terms of the asset quality as legacy
underinvestment in Georgia's infrastructure has led to water
losses of around 50%, which is extremely high compared to an
average of 24% in Russia or 20% in the Czech Republic. The closest
peer is Russia's private water and wastewater operator Ventrelt
Holdings Limited (BB-/Stable) for which Fitch expect average four-
year forecast FFO connection fee-adjusted net leverage of 2.6x
over 2017-2020 compared to 3.0x for GWP. Fitch view Ventrelt's
business profile as stronger than that of GWP due to the former's
better asset quality and larger size, which is offset to some
extent by the latter's asset ownership. As a result, GWP has
stricter financial guidelines at the same rating level. The
introduction of the RAB regulation in Georgia if successful should
make it more comparable with the Russian regulation (although not
based on RAB) in the water sector.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

- Georgian GDP growth of 4.3%-4.5% over 2017-2020

- Georgian CPI of 3%-6% over 2017-2020

- 5% average growth in the annual water consumption of
   commercial customers in 2017-2020

- Stable population in Tbilisi over the forecast period

- Water tariff increase in 2018 by 24% for metered and unmetered
   residential customers

- Zero water tariff increases for commercial customers

- Blended electricity price going up by 5% per annum on average
   in 2017-2020

- Water losses dropping from 49% in 2016 to below 45% in 2021

- Slow pace of further water metering roll-out

- Inflation driven cost increase

- Total capital expenditure of GEL261 million over 2017-2020,
   with most to be spent in 2017 (GEL98 million) and in 2018
   (GEL74 million)

- Average weighted cost of debt at 7%

- Average dividends of around GEL22 per annum from 2017-2020

- Restricted cash of around GEL7 million from 2017-2020

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

Positive rating action is not anticipated in the near future.
However, the developments that may lead to positive rating action
include:

- a decrease in FFO net-adjusted leverage (excluding connection
   fees) below 2.0x on a sustained basis;

- a step improvement in asset quality and the share of network
   losses;

- track record of successful implementation of the RAB-based
   regulatory framework.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

- A sustained increase in FFO net-adjusted leverage (excluding
   connection fees) above 3x

- A sustained reduction in profitability and cash flow
   generation through a failure to reduce water losses or
   deterioration in cash collection rates

- A material increase in the company's exposure to foreign-
   currency fluctuations

- A material increase in related-party transactions

LIQUIDITY

Adequate Liquidity: At December 31, 2017, GWP had cash and cash
equivalents of GEL37 million (excluding restricted cash of GEL7.6
million) and Fitch's projected negative free cash flow of GEL16
million in 2018. The company does not have any available committed
credit facilities, and its liquidity profile is reliant on
internal cash generation.

Currently, none of GWP's new debt (bond and loans) is secured on
the shares of its parent GGU, unlike previously when most of GWP's
debt was secured on the shares of its parent.

FULL LIST OF RATING ACTIONS

Georgian Water and Power LLC

- Long-Term Foreign-Currency Issuer Default Rating (IDR)
   affirmed at 'BB-'; Outlook Stable

- Long-Term Local-Currency Issuer Default Rating (IDR) affirmed
   at 'BB-': Outlook Stable;

- Foreign-currency senior unsecured rating affirmed at 'BB-';

- Local-currency senior unsecured rating affirmed at 'BB-'.



===========
G R E E C E
===========


GREECE: Fitch Hikes Long-Term IDR to B, Outlook Positive
--------------------------------------------------------
Fitch Ratings has upgraded Greece's Long-Term Foreign-Currency
Issuer Default Rating (IDR) to 'B' from 'B-'. The Outlook is
Positive.

KEY RATING DRIVERS

The upgrade of Greece's IDRs reflects the following key rating
drivers and their relative weights:

MEDIUM

Fitch believes that general government debt sustainability will
improve, underpinned by sustained GDP growth, reduced political
risks, a track record of general government primary surpluses and
additional fiscal measures legislated to take effect through 2020.
Expectations of a smooth completion of the third review of
Greece's ESM programme reduce risks that the economic recovery
will be undermined by a hit to confidence or by the government
building up arrears with the private sector.

The Positive Outlook reflects Fitch's expectation that the fourth
review of the adjustment programme will also be concluded without
creating instability by August 2018 and that the Eurogroup will
grant substantial debt relief to Greece in 2018. The concessional
nature of Greece's public debt implies that debt servicing costs
are low despite the high stock of public debt. The average
maturity of debt is favourable at 18 years, among the longest
across all Fitch-rated sovereigns.

Fitch expects the Eurogroup to grant further debt relief to Greece
this year. The set of debt relief measures will aim to keep gross
financing needs below 15% of GDP in the medium term and below 20%
of GDP thereafter, as stated in the June 15, 2017 Eurogroup
statement. This is set to improve public debt sustainability over
the long term and should support market confidence, which will
help underpin post-programme market access.

Fitch thinks both Greece and its official sector creditors will
aim for a hybrid "clean" exit from the EUR86 billion European
Stability Mechanism (ESM) programme in August 2018, which Fitch
think would not entail a precautionary credit line but would still
involve significant conditionality. In Fitch's view, parts of the
medium-term debt relief package may be subject to conditions
likely to be centred on implementation of the fiscal measures
legislated to take effect beyond August 2018.

European partners appear to be shifting the focus of Greece's
future conditionality from strict fiscal targets towards linking
these to medium-term GDP growth. The Eurogroup has agreed to start
technical work on a "growth adjustment mechanism" to link debt
relief measures to actual growth outcomes over the post-programme
period. In Fitch view, this would be an important development as
it increases confidence that the general government debt will
remain on a sustainable path in the face of adverse growth shocks.

Greece continues to make progress towards the resumption of
regular bond issuance. On 8 February the sovereign placed a new
benchmark EUR3 billion seven-year bond with a yield of 3.5%.
Funding costs have declined sharply from one year ago, when the
10-year bond yield was over 7.0%. The improving macro picture, on-
going compliance with the terms of the ESM programme and
expectations for a smooth completion of the third review support
the government efforts to re-establish market access. Fitch expect
the government to continue to issue market debt and use the
proceeds to smooth further the maturity profile and build a
sizeable deposit buffer before the end of the ESM programme.

The deposit buffer will be built through proceeds from bond
issuance and parts of the ESM disbursements. There will also be
significant unused resources available from the ESM envelope
(EUR27.4 billion according to ESM estimates). The reduction in the
estimate for programme financing is mainly due to lower bank
recapitalisation needs, higher primary surpluses and improved cash
management of subsectors' financial resources. Whether the unused
funds will be made available to Greece at the end of the programme
is not yet decided and will form part of the negotiations around
the fourth review. Fitch expects that at least part of these funds
will be made available to support the transition towards full
market access.

In Fitch's view, the political backdrop has become more stable and
the risk of a future government breaching conditionality through
reversing policy measures adopted under the ESM programme is more
limited. The Tsipras government legislated a set of politically
difficult measures over 2015-17 and Fitch think it would be
politically difficult for the same government to backtrack on
these once the programme has ended. The main opposition party, New
Democracy, has less ideological opposition to the ESM programme
measures and is strongly pro-European.

Greece's IDRs also reflect the following key rating drivers:

The ratings are underpinned by high income per capita levels,
which far exceed 'B' and 'BB' medians. Greece's financial crisis
and recession exposed shortcomings in government effectiveness and
put acute pressures on political and social stability. However,
governance is still significantly stronger than in most sub-
investment-grade peers.

The economy is recovering. The Greek economy grew for three
consecutive quarters, for the first time since 2006. GDP growth is
mainly export driven, with a declining contribution from private
consumption. Improved external competitiveness combined with solid
external demand has underpinned export growth. Fitch expects
growth of 2.1% in 2018 and 2.6% in 2019. Pent-up investment
demand, a declining unemployment rate and continued clearance of
government arrears are set to support domestic demand. Solid
external demand should support export performance. Net trade
contribution is likely to remain small, due to solid import
growth.

Public finances are improving. In 2017 Fitch estimate Greece
recorded a primary surplus of 1.90% of GDP, above the ESM
programme target of 1.75%, owing to higher than budgeted revenues
and expenditure restraint. Fitch expect the government to record
an average primary surplus of 3.4% of GDP over 2018-22. Assuming
nominal GDP growth of 3.9%, general government gross debt is
forecast to fall to 151% of GDP by 2022. Fitch expect primary
surpluses to start declining below 3.5% of GDP (the ESM official
target until 2022) from 2020.

The banking sector continues to face challenges. The key challenge
is tackling non-performing exposures (NPEs), which remained
stubbornly high at 50% of gross loans at end-September 2017. Greek
banks have committed to ambitious plans to reduce NPEs by end-2019
and have achieved their interim targets. Fitch expect asset
quality to continue to improve, but Fitch believe that execution
risks are still significant.

Depositor confidence is gradually improving. Following a mixed
start to 2017, private-sector deposits grew by EUR5.9 billion (5%)
in the six months to end-December, reflecting reduced uncertainty
after the completion of the second review of the ESM programme and
a strong tourism season. Fitch expect deposit growth to continue
as confidence in the banking system strengthens, although return
of deposits will continue to be hampered by the high fiscal burden

Greek banks will be subject to a stress-test ahead of the
conclusion of Greece's economic adjustment programme. Since the
ECB Comprehensive Assessment (CA) in 2015, Greek banks have been
recapitalised and have made progress on restructuring. The banks'
common equity Tier 1 capital ratios were on average more than 4pt
higher at end-September 2017 than leading up to the CA, while the
economic outlook for Greece is more positive.

SOVEREIGN RATING MODEL (SRM) and QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Greece a score equivalent to a
rating of 'BB' on the Long-Term Foreign Currency IDR scale.

Fitch's sovereign rating committee adjusted the output from the
SRM to arrive at the final LT FC IDR by applying its QO, relative
to peers, as follows:

Consequently, the overall adjustment of four notches reflects the
following adjustments:

- Public Finances: -1 notch, to reflect public debt at close to
   180% of GDP; the SRM does not capture "non-linear"
   vulnerabilities at such a high level;

- External finances: -1 notch, to reflect Greece's high net
   external debt which is not captured in the SRM and Fitch view
   that the SRM enhancement across the eurozone for "reserve
   currency status" overstates the degree of flexibility provided
   to eurozone members who lost market access during the crisis.
   Improving external financing flexibility and the largely
   concessional nature of the external debt stock warrant a
   revision of this QO factor to -1 from -2.

- Structural Features: -1 notch, to reflect a weak banking
   sector reliant on official sector funding and with capital
   controls still largely in place, and political risks related
   to implementation of pre-legislated fiscal measures beyond
   August 2018.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a Long-Term Foreign Currency IDR. Fitch's QO is a
forward-looking qualitative framework designed to allow for
adjustment to the SRM output to assign the final rating,
reflecting factors within Fitch criteria that are not fully
quantifiable or not fully reflected in the SRM.

RATING SENSITIVITIES

Future developments that could, individually or collectively,
result in positive rating action include:

- Track record of achieving further primary surpluses and
   greater confidence that the economic recovery will be
   sustained over time.
- Sizeable debt relief from the official sector that increases
   Fitch confidence in medium-term public debt dynamics.

- Policy continuity after Greece's exit from the ESM programme,
   underpinned by an orderly working relationship between with
   official sector creditors and a stable political environment.

- Lower risks of crystallisation of banking sector risks on the
   sovereign balance sheet.

The Outlook is Positive. Consequently, Fitch does not currently
anticipate developments with a high likelihood of leading to a
downgrade. However, future developments that could, individually
or collectively, result in negative rating action include:

- A loosening of fiscal policy and/or a reversal of the policies
   legislated under the ESM programme.

- Declining prospect of debt relief measures from the Eurogroup.

- Adverse developments in the banking sector increasing risks to
   the real economy and the public finances.

KEY ASSUMPTIONS

- S&P's base case assumes the fourth programme review is
   completed without creating political and economic instability.

- Any debt relief given to Greece under the ESM programme will
   apply to official sector debt only, and would not therefore
   constitute an event or default under the agency's criteria.

The full list of rating actions is as follows:

  Long-Term Foreign-Currency IDR upgraded to 'B' from 'B-';
  Outlook Positive

  Long-Term Local-Currency IDR upgraded to 'B' from 'B-'; Outlook
  Positive

  Short-Term Foreign-Currency IDR affirmed at 'B'

  Short-Term Local-Currency IDR affirmed at 'B'

  Country Ceiling revised to 'BB-' from 'B'

  Issue ratings on long-term senior-unsecured bonds upgraded to
  'B' from 'B-'

  Issue ratings on short-term senior-unsecured bonds affirmed at
  'B'



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


NEWHAVEN II: Moody's Assigns B1 Rating to Class F-R Notes
---------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to eight
classes of notes (the "Refinancing Notes") issued by Newhaven II
CLO, Designated Activity Company:

-- EUR198,750,000 Class A-1-R Senior Secured Floating Rate Notes
    due 2032, Assigned Aaa (sf)

-- EUR36,850,000 Class A-2-R Senior Secured Fixed Rate Notes due
    2032, Assigned Aaa (sf)

-- EUR41,470,000 Class B-1-R Senior Secured Floating Rate Notes
    due 2032, Assigned Aa2 (sf)

-- EUR10,530,000 Class B-2-R Senior Secured Fixed Rate Notes due
    2032, Assigned Aa2 (sf)

-- EUR21,000,000 Class C-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned A2 (sf)

-- EUR22,200,000 Class D-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned Baa2 (sf)

-- EUR29,200,000 Class E-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned Ba2 (sf)

-- EUR13,200,000 Class F-R Senior Secured Deferrable Floating
    Rate Notes due 2032, Assigned B1 (sf)

RATINGS RATIONALE

Moody's rating of the Notes addresses the expected loss posed to
noteholders. The rating reflects the risks due to defaults on the
underlying portfolio of assets, the transaction's legal structure,
and the characteristics of the underlying assets.

The Issuer has issued the Refinancing Notes in connection with the
refinancing of the following classes of notes: Class A Notes,
Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D Notes,
Class E Notes and Class F Notes due 2029 (the "Original Notes"),
previously issued on January 28, 2016 (the "Original Closing
Date"). On the Refinancing Date, the Issuer will use the proceeds
from the issuance of the Refinancing Notes to redeem in full its
respective Original Notes. On the Original Closing Date, the
Issuer also issued one class of subordinated notes, which will
remain outstanding.

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

Bain Capital Credit, Ltd (the "Manager") manages the CLO. It
directs the selection, acquisition, and disposition of collateral
on behalf of the Issuer. After the reinvestment period, which ends
in February 2022, the Manager may reinvest unscheduled principal
payments and proceeds from sales of credit risk obligations,
subject to certain restrictions.

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

Methodology Underlying the Rating Action:

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

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

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

Loss and Cash Flow Analysis:

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

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

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

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

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8.5 years

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
government bond rating of A1 or below. Following the effective
date, and given the portfolio constraints and the current
sovereign ratings in Europe, such exposure may not exceed 10% of
the total portfolio, where exposures to countries rated below A3
cannot exceed 5% (with none allowed below Baa3). Also, the
eligibility criteria do not currently allow for the acquisition of
assets where the obligor is domiciled in a country with a local
currency government bond rating below A3. Given this portfolio
composition, there were no adjustments to the target par amount,
as further described in the methodology.

Stress Scenarios:

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

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

Percentage Change in WARF -- increase of 15% (from 2750 to 3163)

Rating Impact in Rating Notches

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

Class A-2-R Senior Secured Fixed Rate Notes: 0

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

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

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

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

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

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

Percentage Change in WARF -- increase of 30% (from 2750 to 3575)

Rating Impact in Rating Notches

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

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

Class B-1-R Senior Secured Floating Rate Notes: -3

Class B-2-R Senior Secured Fixed Rate Notes: -3

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

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

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

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


NEWHAVEN II: Fitch Assigns B- Rating to EUR13.2MM Class F-R Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Newhaven II CLO DAC refinancing notes
final ratings, as follows:

EUR198.75 million Class A1-R: 'AAAsf'; Outlook Stable
EUR36.85 million Class A2-R: 'AAAsf'; Outlook Stable
EUR41.47 million Class B1-R: 'AAsf'; Outlook Stable
EUR10.53 million Class B2-R: 'AAsf'; Outlook Stable
EUR21 million Class C-R: 'Asf'; Outlook Stable
EUR22.2 million Class D-R: 'BBBsf'; Outlook Stable
EUR29.2 million Class E-R: 'BBsf'; Outlook Stable
EUR13.2 million Class F-R: 'B-sf'; Outlook Stable

Newhaven II CLO DAC is a cash flow collateralised loan obligation
(CLO). Net proceeds from the notes will be used to redeem the old
notes, with a new identified portfolio comprising the existing
portfolio, as modified by sales and purchases conducted by the
manager. The portfolio is managed by Bain Capital Credit, Ltd. The
refinanced CLO envisages a further four-year reinvestment period
and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality
Fitch places the average credit quality of obligors in the 'B'
category. The Fitch-weighted average rating factor (WARF) of the
current portfolio is 32.42, below the indicative maximum
covenanted WARF of 35 for assigning the final ratings.

High Recovery Expectations
At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
current portfolio is 65.4%, above the minimum covenant of 63.15%
corresponding to the matrix point of WARF 35 and weighted average
spread (WAS) of 3.45%.

Limited Interest Rate Exposure
Up to 10% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 11.8% of the target par.
Fitch modelled both 0% and 10% fixed-rate buckets and found that
the rated notes can withstand the interest rate mismatch
associated with each scenario.

Diversified Asset Portfolio
The covenanted maximum exposure to the top 10 obligors is 18% of
the portfolio balance. This covenant ensures that the asset
portfolio will not be exposed to excessive obligor concentration.

Unhedged Non-euro Assets
Unhedged non-euro-denominated assets are limited to an exposure of
2.5% and, combined with principal hedged obligations (those with
FX forward agreements) are limited to a 5% exposure. These assets
are subject to principal haircuts, and the manager can only invest
in them if, after the applicable haircuts, the aggregate balance
of the assets is above the reinvestment target par balance.

VARIATIONS FROM CRITERIA

The "Fitch Rating" definition was amended so that assets that are
not expected to be rated by Fitch, but that are rated privately by
the other rating agency rating the liabilities, can be assumed to
be of 'B-' credit quality for up to 10% of the collateral
principal amount. This is a variation from Fitch's criteria, which
require 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 on 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 no 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 no impact on the
ratings.

RATING SENSITIVITIES

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



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


SIGMA HOLDCO: Fitch Assigns 'B+(EXP)' First-Time IDR
----------------------------------------------------
Fitch Ratings has assigned Sigma HoldCo BV (Flora Foods Group
(FFG)) a first-time expected Long-Term Issuer Default Rating (IDR)
of 'B+(EXP)' with Stable Outlook. In addition, Fitch has assigned
FFG's senior secured term loan B an expected rating of 'BB-
(EXP)'/'RR3' and senior unsecured notes an expected rating of 'B-
(EXP)'/'RR6'.

The ratings reflect the sustainability of FFG's historically high
profit margin, which is supported by strong brands with defensible
leading market positions and a global distribution platform that
provides operating scale. Fitch expect further operating profit
margin improvement as the company focuses on cost savings and
expansion into new products and emerging market geographies. Fitch
therefore expect free cash flow (FCF) generation as a percentage
of revenue to remain superior to most fast-moving consumer goods
peers. These operational and profit attributes are offset by the
challenge of reversing the recent trend of developed market
revenue declines and by elevated initial leverage. Despite
benefits from current and projected cost savings and strong cash
flow, Fitch project gross leverage to remain high and above
similarly rated peers' over 2018-2021 due to increased marketing
spend.

FFG benefits from very strong market shares and good geographic
diversification; however, projected cost savings and top line
revenue improvements indicate execution risk as management and the
financial sponsor attempt to turn around a long-term revenue
decline caused by limited innovation, curtailed marketing spend
under previous ownership, and weakening product appeal and pricing
power.

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

KEY RATING DRIVERS

Declining Demand for Margarines: The majority of FFG's products
have been in long-term decline in core developed markets due to
the perception that they are artificial and not healthy, shifting
consumption patterns with consumers eating less bread and eating
more out of home, as well as consumer perception of comparatively
better taste of butter. Still, compared with butter, margarine
continues to benefit from its lower price. Also, Fitch believe
that, provided the company continues to implement its
communication strategy effectively, margarine can benefit from the
recent trend towards consumption of plant-based products.

Carve-out Execution Risks: FFG will be acquired in 2018 by KKR and
carved-out of the organisation of Unilever. While immediately
owning its manufacturing operations and brands, as well as
benefitting from dedicated manufacturing and marketing expertise,
the new entity will need to invest further in its own back-office,
head-quarters, information technology infrastructure and dedicated
sales-force. Most of these resources will be initially provided on
an interim basis by Unilever and charged by FFG as part of its
operating expenses. FFG will then gradually internalise these
services or set up new agreements with third parties. Fitch
believe that execution risks are mitigated by KKR's experience
with other similar transactions and by the carve-out process
having commenced before the acquisition's close.

Upside from Cost Rationalisation: The new owners believe FFG can
re-organise operations in a more cost-effective manner than under
current ownership and have identified cost savings opportunities
in each of the areas of operation. These include achieving lower
procurement costs, production efficiency improvements, lower
overheads and a more efficient allocation of current marketing
spend. Overall, management is targeting to achieve around EUR200
million cost savings by 2022.

Fitch Haircuts to Projected EBITDA: While KKR has a strong track
record of implementing cost savings and Unilever could have
benefitted from a lower cost structure, Fitch have applied some
haircuts to management's planned figures and project an EBITDA
margin uplift to 27% post carve-out in 2018 and 31% in 2022 from
22% in 2016 versus management's target of 32%. Overall Fitch
believe an increase of EBITDA to EUR940 million in 2022 (from
2016's EUR680 million) is achievable.

Global Category Leader: FFG is the global number one player in
butter & margarine, with an 18% market share of the global
margarine retail market in 2016, which is over 4x larger than the
next two players in butter & margarine. The company enjoys strong
market shares of over 50% in the key margarine markets of the US,
Germany, the UK and Netherlands and is the leader in another 40
markets. Additionally, it sells vegetable fat-based creams and
spreadable cheeses to complement its offer. FFG's position has,
however, been challenged by innovative new entrants such as St.
Hubert in France and Fitch believe that FFG will need to continue
demonstrating its innovation capability to defend its strong
position.

Likely Revenue Stabilisation: Fitch view the new owners' product
relaunch strategy as well-developed and appropriate for improving
the perception of margarine, regaining category leadership with
retailers and taking advantage of changing consumer preferences.
Fitch believe that the strategy for top line stabilisation is not
overly ambitious given legacy under-investment in innovation,
opportunities to leverage brand and distribution capabilities in
emerging markets and planned investments in the growing food
service channel. Further launches of innovative products,
increased investments in communication, new packaging and
labelling, and widening the product portfolio to plant-based
alternatives of adjacent dairy products are all achievable
objectives. These efforts should allow FFG to slow revenue decline
towards at worst 1% to 2% in developed markets compared with
declines in the mid-to-high single digits suffered over 2015-2017.

Superior Cash Flow Generation: The combination of a mature
business profile with very strong market positions has enabled FFG
to deliver EBITDA margins of approximately 22% over 2015-2017.
This level is superior to many packaged food companies'. Even
assuming that not all cost saving benefits are achieved and taking
into account cash cost savings and carve-out charges, as well as
extra marketing investments needed to relaunch the business, Fitch
believe the company should be able to generate EBITDA margins
towards 26% and annual FCF of EUR250 million to EUR350 million
over 2018-2019, before gradually rising to over EUR450 million in
2021. This is a strong support to an initially high leverage
position and should enable the company to withstand market shocks.

High Initial Leverage: Fitch calculate that FFG will have initial
funds from operations (FFO)-adjusted gross leverage of 7.6x in
2018, which is high and aligned with weak 'B' category-rated
packaged food companies. However, assuming the deployment of
resources to improve cost structure proceeds as per management's
plans, and incorporating some haircuts, Fitch project that this
high initial leverage should gradually decline to 6.5x by 2022.
Also, there is scope for gross leverage to fall further in 2020 to
a low 6.0x in the event that EUR850 million of accumulated cash
Fitch project by 2020 is applied to early debt repayment. Interest
coverage ratios are in line with 'B+' rated peers.

Instrument Expected Recoveries: Fitch assumed that enterprise
value (EV) of the company and resulting recoveries would be
maximised in a going concern scenario, given the value of the
brands, distribution network and the company's global leadership
in the spread business. Fitch applies a discount to 2018 EBITDA of
25%, in line with peers in Fitch's leveraged finance portfolio for
food & beverage credits and an EV/EBITDA multiple of 6.0x, which
represents a discount of around 30% on the acquisition multiple.
According to Fitch criteria, FFG's revolving credit facility (RCF)
is assumed fully drawn for recovery calculation purpose.

DERIVATION SUMMARY

FFG is a highly cash-generative, globally competitive EUR3 billion
revenue business that has faced declining demand for its products
in developed markets. High initial leverage combined with
execution risks in attempting to stabilise the top line and
achieve cost savings and efficiencies in the carve-out process
pose medium-term risks. These risks are largely mitigated by the
upside to EBITDA from cost savings and very strong and consistent
FCF generation.

The rating is one notch higher than UK packaged food peer Premier
Foods plc (B/Negative) which is more diversified by product but
less diversified by geography. Premier Foods also enjoys good, but
not as strong, EBITDA and FCF margins and suffers from product
portfolio maturity. Compared with Premier Foods, FFG generates
significantly more internal cash flow which, when reinvested into
the business to fund the new turnaround plan, should allow the
company to achieve its growth objectives and improve its cost
structure. The other 'B' category rated peer is Yasar Holding A.S.
(B/Stable), which suffers from persistently negative FCF and also
high, albeit lower, leverage than FFG. Yasar is much smaller and
does not benefit from as strong market and brand positioning as
FFG.

KEY ASSUMPTIONS

Fitch's Key Assumptions within Fitch Rating Case for the Issuer

- Revenue growth 0.4% CAGR 2017-2022, driven mostly by marketing
   efforts and innovation included in the business plan.
- No major commodity price shocks.
- EBITDA margin (post all marketing costs) improving towards 31%
   in 2022 (22% in 2016), driven mostly by cost base
   rationalisation.
- Capex in the range of EUR40 million per year.
- No changes in working capital.
- No bolt-on M&A.

Recovery Assumptions

- The recovery analysis assumes that FFG would remain a going
   concern in restructuring and that the company would be
   reorganised rather than liquidated. Fitch have assumed a 10%
   administrative claim in the recovery analysis.

- The recovery analysis assumes a 25% discount to 2018 forecast
   EBITDA, which includes the carve-out impact, resulting in a
   post-restructuring EBITDA of around EUR565 million. At this
   level of EBITDA Fitch would expect FFG to generate positive
   FCF.

- Fitch also assumes a distressed multiple of 6.0x, reflecting
   FFG's comparative size and distributional leverage versus
   sector peers.

Fitch assumes the EUR700 million RCF would be fully drawn in a
restructuring scenario.

- These assumptions result in a recovery rate for the senior
   secured debt within the 'RR3' range to allow a two-notch
   uplift to the debt rating from the IDR, and a recovery rate
   for the senior unsecured notes within the 'RR6' range that
   translates into two-notches lower on the notes' rating from
   the IDR.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action

- Reversal of revenue decline evidenced by successful
   stabilisation in core developed markets and mid-single digit
   growth in emerging markets as well as clear evidence that the
   cost savings strategy is allowing EBITDA margin to remain
   above 24% without compromising marketing efforts.

- FFO adjusted gross leverage below 6.0x and FFO fixed charge
   ratio above 3.0x

- Annual FCF growing to at least EUR350 million.

Developments that May, Individually or Collectively, Lead to
Negative Rating Action

- Persistent retail revenue decline not sufficiently compensated
   by growth in the food service and emerging markets channels.

- EBITDA margin deteriorating to below 20%.

- Expectation that FFO adjusted gross leverage would remain
   above 7.0x beyond 2020.

- FFO fixed charge ratio below 2.0x.

- Annual FCF below 5% of revenue.

LIQUIDITY

Liquidity Supported by Cash-on-Balance Sheet: Liquidity is
satisfactory as high FCF generation allows rapid accumulation of
cash-on-balance sheet (to EUR1,969 million in 2022 from EUR259
million in 2018 based on Fitch projections) and due to access to a
EUR700 million RCF. Fitch understands from management the RCF will
be partly drawn at the acquisition's closing on a one-off basis
for transaction purposes, and management expects this to unwind
quickly into cash within a few months.

Post-closing of the acquisition of FFG, which will be renamed
Sigma HoldCo, its debt structure will comprise EUR3.9 billion
senior secured covenant-lite term loan B, a EUR1.05 billion senior
unsecured bridge that is expected to be repaid by issuing senior
unsecured notes, and a EUR700 million senior secured RCF. The USD
tranche will amortise 1% per annum (0.25% per quarter).

FULL LIST OF RATING ACTIONS

Sigma HoldCo BV

- Long-Term IDR 'B+(EXP)'; Stable Outlook
- EUR1,050 million notes: B-(EXP)' 'RR6'/0%

Sigma BidCo BV and Sigma US Corp

- EUR3,900 million term loan B facility: 'BB-(EXP)'/'RR3'/66%



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


OCEANTEAM ASA: Deadline to Register New Auditor Extended
--------------------------------------------------------
Oceanteam ASA ("OTS" or "Company") on Feb. 20 disclosed that it
has received a notice from the Register of Business Enterprises
("Register") that the period granted to the Company to appoint and
register a new auditor has been extended to April 15, 2018. If the
Company fails to remedy this matter by the aforementioned
deadline, the Register will notify the District Court which may
result in a compulsory liquidation of the Company.

The Company continues working on resolving this issue.

                      About Oceanteam ASA

Oceanteam ASA -- http://www.oceanteam.no-- is comprised of two
operating segments, Oceanteam Shipping and Oceanteam Solutions.
Oceanteam Shipping owns, charters and manages deep-water offshore
support vessels and fast support vessels.  Oceanteam Solutions'
focus is to provide its clients with complete offshore solutions.
Oceanteam ASA has been active in the industry as an offshore
solutions provider for over twelve years.



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


GETBACK SA: S&P Alters Outlook to Positive & Affirms 'B/B' ICRs
---------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on Poland-
based distressed-debt purchaser GetBack S.A. to positive from
stable.

At the same time, S&P affirmed its 'B' long-term and 'B' short-
term issuer credit ratings on the company.

The outlook revision stems from S&P's view that GetBack's
expansion, alongside revenue and EBITDA growth, will continue in
2018-2019, supporting leverage metrics commensurate with a higher
rating.

Over the past year, GetBack exhibited strong but controlled growth
and improving profitability, posting debt metrics that were better
than S&P previously expected. GetBack has been operating since
September 2012, and is now one of the two largest entities in the
Polish distressed-debt-purchasing market in terms of the nominal
value of debt portfolios under management. GetBack generates most
of its revenues in Poland. It focuses on the collection of
nonperforming unsecured consumer loans, but is increasingly
looking to purchase secured nonperforming consumer loans and
residential mortgage loans.

In 2017, Getback successfully launched its IPO on the Warsaw stock
exchange and is considering an additional equity placement in case
of need. Although this alone has no immediate rating impact, S&P
considers that it could enhance the company's growth momentum over
the medium term.

S&P said, "At the same time, we still consider that GetBack faces
moderately high country and industry risk. In addition, its focus
on bad debt collection in Poland, including the management of
securitized funds, exposes it to concentration risk, and it has a
fairly limited operational track record. These weaknesses are
partly mitigated by the company's improving franchise,
intermediate leverage, and adequate cash flow generation capacity.
We regard GetBack's careful international expansion in Spain and
Romania as a positive factor.

"We expect GetBack's leverage ratios may weaken slightly but
remain in line with the peer average. However, in assessing
GetBack's financial profile, we take into account the company's
shareholder structure; several private equity funds led by Abris
Capital Partners own the majority of shares. We classify this
structure as financial sponsor ownership, leading us to classify
GetBack's overall financial risk profile as aggressive. We believe
that GetBack's financial risk profile will stay at this level over
the medium term, with debt to EBITDA lower than 5x. Furthermore,
we believe GetBack has adequate liquidity.

"In our view, GetBack faces significant credit risk as a buyer of
overdue secured and unsecured consumer debt. Even though
receivables are purchased at large discounts to their face value,
there is still a risk that actual collections could be materially
lower than the initial projections incorporated in the purchase
price. Although the performance of the pricing model has so far
been good, we still believe it is somewhat untested, since full
recovery spans 10 years and the first portfolio was acquired only
in 2012. However, we consider that the valuation of purchased
portfolios is done by an external valuator.

"The positive outlook indicates that we could upgrade GetBack if
the company's profitability metrics continue to improve, while
debt to EBITDA remains below 4x and liquidity stays adequate over
the next 12 months."

An upgrade would hinge on conditions supporting generally stable
collection prospects on newly purchased debt portfolios and on the
sustained good performance of GetBack's pricing model.

S&P said, "We could revise the outlook to stable if we have
concerns about GetBack's rapid growth, specifically in the
untested markets for GetBack outside the Polish debt market. We
could also take a negative rating action if we observe that,
contrary to our expectations, the company is unable to expand
profitably or leverage deteriorates to levels consistent with our
highly leveraged financial risk category, with debt to EBITDA
exceeding 5x or funds from operations to debt below 12%. We
believe this could stem from either a material decline in
collections from purchased debt portfolios, a significant fine
imposed by regulatory authorities, or the company's inability to
fund its expansion with equity capital issuances."



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


ALROSA: Fitch Says Financial Profile to Benefit From Novatek Deal
-----------------------------------------------------------------
The acquisition of ALROSA's (BB+/Stable) gas assets should help
Novatek (BBB/Stable) arrest its domestic production decline but
will have a very limited impact on Novatek's financial profile and
is overall rating neutral, Fitch Ratings says. The deal should
also benefit ALROSA's financial profile, although the change in
projected leverage will be insufficient to trigger a positive
rating action.

ALROSA, Russia's state-owned diamond producer, sold its gas assets
to Novatek for RUB30.3 billion in an auction held on February 19.
The final amount was fairly close to the starting price.

The transaction is commensurate with Novatek's strategy to
stabilise domestic natural gas production through both intensified
exploration and development of existing assets and also moderate
acquisitions. Acquisitions made in 2017 have already added over 2
billion cubic metres (bcm) to the company's output. Fitch estimate
that the two new fields could add over 5 bcm per annum at peak to
Novatek's output. Along with the development of the North Russkoye
production cluster this should enable Novatek to sustain domestic
natural gas output at above 60 bcm per year, compared with the
peak of 68bcm achieved in 2015. The acquired assets feed well into
Novatek's portfolio since they are located in close proximity to
its existing fields and condensate processing facilities.

Novatek's funds from operations (FFO) adjusted net leverage should
remain within the 1.0-1.5x range after the acquisition, a
conservative level for an oil and gas company. Fitch do not think
that the company will pursue any large acquisitions in Russia and
will instead concentrate on its second planned LNG project, Arctic
LNG 2.

ALROSA has been streamlining its operations and focusing on rough
diamonds production. Gas assets generated around RUB2 billion of
EBITDA in 2016, but their further development would require
significant investments in infrastructure, production and
transportation facilities, especially since the fields of Urengoy
Gas Company are still at the exploration stage. ALROSA has
retained OJSC Alrosa-Gas, which produces natural gas to cover the
company's internal needs.

ALROSA's leverage remains low - Fitch estimate its FFO adjusted
net leverage at below 1.0x at end-2017. The sale proceeds may
potentially be used to fund a part of the company's capex
programme, pay a higher dividend or reduce debt, but in any case
Fitch view the transaction as rating neutral since its impact on
leverage will be minimal.

Novatek is Russia's natural gas producer, which is also developing
LNG projects in the Russian Arctic. ALROSA is the largest global
producer of rough diamonds.


NEW FORWARDING: Fitch Assigns BB+ Final Rating to RUB5BB Bond
-------------------------------------------------------------
Fitch Ratings has assigned Joint Stock Company New Forwarding
Company's (NFC), a wholly owned subsidiary of Globaltrans
Investment Plc (GLTR), RUB5 billion 7.25% five-year domestic bond
a final local-currency senior unsecured rating of 'BB+'.

The bonds are issued by NFC, one of GLTR's key operating
subsidiaries, and are rated at the same level as GLTR's Long-Term
Local Currency Issuer Default Rating (IDR) due to the benefit of
the public irrevocable offer issued by GLTR. The bond's proceeds
are intended to be used to refinance debt and for general
corporate purposes. As a result, Fitch expect limited impact on
GLTR's leverage metrics following this transaction compared to
Fitch previous forecasts.

GLTR's 'BB+' IDR reflects its solid financial and operational
profiles on the back of improved market conditions led by a
recovery in the Russian economy, improving gondola rates, and low
FX risks. Fitch expects GLTR's funds from operations (FFO)
adjusted net leverage to average around 1x over 2017-2020. This is
partially offset by GLTR's exposure to cyclicality and its smaller
scale of operations than JSC Freight One. GLTR is one of the
leading rolling-stock operators in a highly fragmented Russian
freight rail transportation market, accounting for about 8% of
1H17 freight rail volumes.

KEY RATING DRIVERS

Bonds are Issued by Operating Company: NFC issued RUB5 billion
bonds under its registered RUB100 billion domestic bond programme.
NFC is one of GLTR's main operating subsidiaries, which is wholly
owned, and fully consolidated in the group accounts. NFC generates
around 57% of GLTR's net cash from operating activities and owned
about 42% of its property, plant and equipment in 1H17. GLTR
provided sureties for the majority of NFC's outstanding debt at
end-6M17.

Public Irrevocable Offer: Bondholders benefit from GLTR's public
irrevocable offer under which the parent undertakes to offer to
purchase the bonds if NFC is in default, making this instrument
effectively recourse to GLTR. Fitch understands that GLTR's
obligation under the irrevocable offer will rank pari passu with
the group's unsecured obligations. As a result, Fitch rates the
proposed notes at the same level as GLTR's Long-Term Local
Currency IDR. This is also supported by prior-ranking debt
constituting less than 2x of group EBITDA.

Improved Performance: GLTR reported strong 1H17 results. Its
revenue reached RUB38.2 billion, up 16.8% yoy, driven by improved
rail transportation volumes in Russia, improving gondola rates and
efficient fleet management, with the overall empty-run ratio
improving to 47% in 1H17 from 48% in 1H16 (38% from 39% for
gondola cars). Fitch expect mid-single-digit revenue growth and an
improved EBITDA margin adjusted by Fitch for pass-through items to
average 41% in 2017-2020, up from 38% in 2015-2016. Fitch estimate
free cash flow (FCF, Fitch-calculated) in 2017 to be negative, due
to a special dividend, before turning positive thereafter.

Rate-Supportive Overcapacity Reduction: The ban on the use of old
railcars from 2016 prompted their gradual retirement and the
overall railcar number in the market has decreased by 13% from its
2014 level (16% in gondolas and 11% in tank cars). GLTR benefited
from the ban as its railcars had an average age of 9.4 years for
gondolas and 13.8 years for rail tank cars at end-1H17,
respectively, compared with an average useful life of 22 years and
32 years. The capacity reduction, together with limited production
of new railcars, supported the recovery of gondola rates in 2016-
2017.

Fitch expects a further improvement in gondola rates in 1H18,
albeit at a slower pace, as old railcars continue to be retired,
the production of new railcars remains limited and moderate
economic growth continues.

Long-Term Contracts Mitigate Customer Concentration: GLTR's
ratings are constrained by customer concentration as its top-five
customers accounted for 70% of net revenue from operation of
rolling stock in 1H17. This is partially mitigated by the long-
term nature of service contracts with the top-three customers,
which accounted for around 60% of net revenue from the operation
of rolling stock in 1H17, and counterparties' strong credit
quality. GLTR intends to diversify its customer base by increasing
the number of mid- and small-size clients. Further expansion of
longer-term agreements with customers should increase its cash-
flow visibility.

Focus on Non-Oil Cargoes: GLTR has focused on non-oil, especially
metallurgical cargoes, increasing their share in transportation
turnover to 87% in 2016, from 78% in 2012. Despite a decrease in
oil and oil products turnover in 2012-2016, total turnover
increased by 6% CAGR in the period. Fitch expect overall market
freight rail volumes to continue to recover in 2018 at low single-
digit rates as Fitch forecast Russian GDP to grow 2% in 2018. Dry
cargo is likely to see a much greater recovery than oil and oil
products, which Fitch expect to continue to be pressured by
increased competition from existing pipelines, commissioning of
new pipelines, and decreasing production volumes of oil products.

Large Operator: GLTR is one of the largest freight railcar
transportation groups in Russia by transported volumes by rail
with about an 8% market share; however, it operates on a smaller
scale than JSC Freight One. GLTR benefits from a modern railcar
fleet relative to Russian peers and its maintenance and fleet
renewal costs are smaller.

DERIVATION SUMMARY

GLTR's credit profile is somewhat stronger than JSC Freight One's
(BB+/Stable), but is similar to that of PJSC Transcontainer
(BB+/Stable), the largest Russian rail container transportation
company. Transcontainer operates in a more volatile market and on
a smaller scale. GLTR's ratings are constrained by its smaller
size relative to JSC Freight One, a relatively complex group
structure and concentrated customer base, although the latter is
somewhat mitigated by its medium- to long term contracts with
major clients. Unlike JSC Freight One, GLTR focuses on
transportation of higher-priced metallurgical cargo and oil
products and operates a relatively young railcar fleet. Most of
the Russian rail transportation companies, including GLTR, remain
disciplined in terms of FX exposure.

KEY ASSUMPTIONS

Fitch's Key Assumptions within Fitch Rating Case for the Issuer

- Domestic GDP growth of 1.8%-2% over 2017-2020.
- Inflation of 3.7%-4.5% over 2017-2020.
- Freight transportation rates to have increased above inflation
   in 2017 but to rise below inflation thereafter.
- Capex in line with management expectations at slightly above
   2016 levels in 2017 and at about 2016 levels from 2018.
- Dividends of RUB15 billion paid in 2017 in respect of 2016 and
   1H17 and as per management expectations in line with approved
   dividend policy thereafter.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

- Further diversification of the customer base and lengthening
   of contract duration with better volume visibility and lower
   rate volatility.

- Sustained stronger economic growth and infrastructure
   improvements and/or a substantial increase in GLTR's market
   share in terms of fleet numbers and consequently transported
   volumes and revenue, allowing greater efficiency.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

- A sustained rise in FFO lease-adjusted net leverage above 2x
   and FFO fixed charge coverage of below 3x, which would have
   rating implications, due to GLTR's complex corporate structure,
   and lead to a rating review.

- Sustained slowdown of the Russian economy leading to material
   deterioration of the group's credit metrics.

- Unfavourable changes in Russian legislative framework for the
   railway transportation industry, which continues to be under
   reform.

LIQUIDITY

Upcoming Debt Maturities: Over 75% of GLTR's total debt matures in
the next three years, but Fitch believe it will retain good access
to the local financial market and view GLTR's liquidity position
as manageable. At end-1H17 GLTR's cash and cash equivalents were
RUB8.8 billion and, together with unused credit facilities from
Russian subsidiaries of European banks, are sufficient to cover
short-term maturities of RUB7.4 billion, despite negative FCF (as
calculated by Fitch) estimated for 2017 due to a special dividend
payment.

Limited FX and Rate Risks: GLTR is not exposed to FX fluctuations
as only a negligible share of operating expenses is denominated in
foreign currencies and at end-1H17, almost all of its debt was
denominated in roubles. Interest rates are fixed, eliminating
interest-rate risks. Dividends are paid in US dollars, but
announced in roubles and converted into US dollars on the date of
the annual general meeting/board approval. GLTR holds part of its
cash in foreign currencies.



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


RURAL HIPOTECARIO IX: Fitch Affirms CC Rating on Class E Notes
--------------------------------------------------------------
Fitch Ratings has taken multiple rating actions on the Rural
Hipotecario series and removed them from Rating Watch Evolving
(RWE). The rating actions follow the application of the European
RMBS Rating Criteria published on Oct. 27, 2017.

The transactions comprise residential mortgage loans originated
and serviced by multiple rural saving banks in Spain.

Rural Hipotecario IX, FTA
Class A2 (ES0374274019); affirmed at 'A+sf'; off RWE; Outlook
Stable
Class A3 (ES0374274027); affirmed at 'A+sf'; off RWE; Outlook
Stable
Class B (ES0374274035); upgraded to 'A+sf' from 'BBB+sf'; off RWE;
Outlook Stable
Class C (ES0374274043); upgraded to 'A+sf' from 'BBsf'; off RWE;
Outlook Stable
Class D (ES0374274050); upgraded to 'BBBsf' from 'Bsf'; off RWE;
Outlook Stable
Class E (ES0374274068); affirmed at 'CCsf'; off RWE; Recovery
Estimate (RE) revised to 0% from 60%

Rural Hipotecario X, FTA
Class A (ES0374275008); affirmed at 'A+sf'; off RWE; Outlook
Stable
Class B (ES0374275016); upgraded to 'A+sf' from 'Asf'; off RWE;
Outlook Stable

Rural Hipotecario XI, FTA
Class A (ES0323975005); affirmed at 'A+sf'; off RWE; Outlook
Stable
Class B (ES0323975013); downgraded to 'Asf' from 'A+sf'; off RWE;
Outlook Stable
Class C (ES0323975021); affirmed at 'BBB-sf'; off RWE; Outlook
Stable

Rural Hipotecario XII, FTA
Class A (ES0323976003): affirmed at 'A+sf'; off RWE; Outlook
Stable
Class B (ES0323976011); downgraded to 'Asf' from 'A+sf'; off RWE;
Outlook Stable
Class C (ES0323976029); affirmed 'BBB-sf''; off RWE; Outlook
Stable

KEY RATING DRIVERS

European RMBS Rating Criteria
The application of the new European RMBS Rating Criteria has
generally led to smaller expected losses, leading to the upgrade
of Rural Hipotecario IX's class B, C and D notes.

Excessive Counterparty
The transactions can hold significant cash amounts in the form of
the reserve account floor held at the account bank, Citibank
Europe Plc (A/Stable), over a long period of 12 months or more and
are thus potentially exposed to excessive counterparty risk.

Fitch tested the model-implied rating of the notes with the
reserve fund set at the floor amount against the transaction
without reserves to determine and found that the class B notes of
Rural Hipotecario XI and XII are not sufficiently isolated to
achieve ratings higher than the account bank's rating. This is
reflected in downgrade.

Account Bank Trigger Set-up
For Rural Hipotecario X, XI and XII the account bank replacement
trigger defined within the transaction documents is set at
'BBB+'/'F2', which Fitch deem can support ratings in the 'Asf'
category. The senior notes of Rural Hipotecario X, XI, XII are
thus affirmed at 'A+sf' and the mezzanine note of Rural
Hipotecario X upgraded to 'A+sf'.

Payment Interruption Risk
Rural Hipotecario IX faces payment interruption risk in its class
A notes. In testing for payment interruption in its cash flow
model Fitch found that the reserve fund only just covered senior
expenses and interest on the class A notes. However, the
collections are transferred from the collection account to the
issuing-SPV account on a daily basis and both accounts are held at
regulated banks domiciled in developed markets. Fitch therefore
deem a 'Asf' rating category as appropriate as the transaction
account set-up minimises operational risk. The senior notes of
Rural Hipotecario IX are thus affirmed at 'A+sf'.

Portfolio Risk Attributes
All four transaction portfolios are exposed to substantial
geographical concentration with the top three regions representing
at least 59% of the collateral balance. Fitch applies higher
foreclosure frequency rating multiples, where it deems that
regional concentration exists.

Additionally, all transactions have a significant exposure to
self-employed borrowers of at least 20%, which are considered
high-risk borrowers and are subject to an increased foreclosure
frequency assumption of 70%.

RATING SENSITIVITIES

A worsening of the Spanish macroeconomic environment, especially
employment conditions or an abrupt shift of interest rates could
jeopardise the underlying borrowers' affordability. This could
have negative rating implications, especially for junior tranches
that are less protected by structural credit enhancement.

Rural Hipotecario XI and XII mezzanine notes are sensitive to
changes in the account bank's rating. Therefore, a change in the
account bank's rating might lead to a review of the class B notes'
ratings.



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


BYRON BURGERS: Closes Three Branches in London Following CVA Deal
-----------------------------------------------------------------
Alys Key at City A.M. reports that Byron Hamburger has confirmed
that three of its branches in London have closed.

This comes off the back of a company voluntary arrangement (CVA),
which put 20 restaurants on the list for possible closure, City
A.M. relates.

According to City A.M., sites in Spitalfieds and Wandsworth shut
up shop on Feb. 18 and one in Store Street, Bloomsbury, closed
earlier this month.

Two other London branches could be closed following crunch talks
with landlords, City A.M. notes.  These are in Hoxton Square and
Westbourne Grove, City A.M. states.

Others around the rest of the UK have also been chopped, including
Harrogate, City A.M. discloses.  A Deansgate branch in Manchester
will close next month, City A.M. says.


CARILLION PLC: Barclays Hit with GBP127MM Cost After Collapse
-------------------------------------------------------------
BBC News reports that the collapse of outsourcing giant Carillion
has cost Barclays GBP127 million.

Carillion collapsed in January with debts estimated at GBP1.5
billion, BBC recounts.

It was the second biggest UK construction company and Barclays was
one of five key lenders to the company, BBC notes.

In January, the Financial Times reported that Barclays, along with
HSBC, voted in favor of lending more money to Carillion just days
before it collapsed, BBC relates. However, other banks voted
against, sealing the company's fate, BBC recounts.

Barclays did not give further details about its exposure to
Carillion's collapse, other than saying that the "bulk" of a
GBP127 million charge on its latest quarterly accounts related to
Carillion, BBC discloses.

Headquartered in Wolverhampton, United Kingdom, Carillion plc --
http://www.carillionplc.com/-- is an integrated support services
company.  The Company operates through four business segments:
Support services, Public Private Partnership projects, Middle East
construction services and Construction services (excluding the
Middle East).


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

The final ratings follow the receipt of documents relating to the
issue of GBP360 million senior secured notes and shareholder loans
and implementation of an inter-creditor agreement, which conform
to the information already received. The final ratings are in line
with the expected ratings published on 15 January 2018.

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

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

KEY RATING DRIVERS

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

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

Retention rates remain an issue in the sector, although data
analytics technology is now allowing operators to track and remedy
cancellations more effectively. Pure Gym has a long membership
affiliation averaging 17 months but it is a business model based
on customers joining and leaving regularly and with low
subscription fees. This introduces potential volatility to the
company's revenue.

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

Exposed to Spending Changes: Given the low-cost and value
proposition Pure Gym exhibits trading resilience and retains a
comparatively defensive position within the sector. However, a
prolonged downturn in UK consumer spending could lead to lower
revenue and a more volatile revenue profile. UK consumers have
moved away from material to experience expenditures and Pure Gym
membership is a relatively cheap leisure pursuit. However, it is
not a consumer necessity, although value membership is a low-cost
leisure activity and less likely to be cut in a downturn. While
the sector is maturing, the 2008 financial crisis showed that gym
expenditure, particularly in the mid-market, was not immune to
belt tightening.

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

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

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

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

Low Cash Flow Generation: Due to the highly leveraged nature of
the financing structure and still significant expansionary capex,
Fitch forecasts that FCF generation is likely to be positive but
low (Fitch estimates 1.1% of sales in 2018) and de-leveraging
modest at around 10% of total senior debt over the next three
years.

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

DERIVATION SUMMARY

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

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

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:

- Like-for-like revenue growth per member of 0.4% p.a. from 2017
   to 2020.
- Between 15 and 21 site openings per annum.
- No dividends paid.
- No acquisitions to 2020.

Key Recovery Assumptions

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

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

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

An enterprise value (EV)/EBITDA multiple of 5.5x is used to
calculate a post-reorganisation valuation. The estimate considered
the following factors:

- The current Fitch-distressed EV/EBITDA multiples for other gym
   operators in the 'B' rating category has been around 5x to 6x.

- Fitch recognises that the company has a leading market share
   in the growing value gym market and this justifies a higher
   5.5x multiple, although Pure Gym is not considered to have any
   unique characteristics that would allow for a higher multiple
   than this, such as a significant unique brand, or undervalued
   assets (ie., real estate)
- The RCF is assumed to be fully drawn upon default. The RCF
   ranks super senior to the senior secured notes.

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

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action

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

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action

- Weakening consumer spending over two years leading to a
   sustained fall in lfl revenue.
- Loss of revenue leading to EBITDA margins consistently below
   30% and FFO fixed charge cover below 1.5x.
- Profit erosion and/or volatile-to-negative FCF leading to FFO
   gross lease-adjusted leverage trending towards 8.0x.

LIQUIDITY

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


* UK: Number of Insolvent Restaurant Businesses Up 20% in 2017
--------------------------------------------------------------
Kevin Scott at Herald Scotland reports that the number of
restaurant businesses declared insolvent last year increased by
20%.

Moore Stephens said in a report published on Feb. 19 that
increased pressure on the high street, led by weakness in the
pound and a higher minimum wage, led to the insolvency of 984
restaurant businesses in 2017, up from 825 the previous year,
Herald Scotland relates.

According to Herald Scotland, the accountancy firm said that the
last ten years has seen an unprecedented level of rollouts of new
restaurant chains.  These openings, often within a short space of
time and on the same street, have dramatically increased
competitiveness on the high street, Herald Scotland states.

Moore Stephens said the figures also underlined just how much
pressure restaurants are under in the wake of increasing staff
costs due to rising minimum wage and the apprenticeship levy,
Herald Scotland notes.

The rising cost of imported produce caused by a falling pound has
also hit the profitability of restaurants, Herald Scotland
discloses.

"Pressure on the restaurant sector is now hitting even the biggest
names on the high street.  The jump in insolvencies over the last
year demonstrates just how tough the current economic conditions
are for the restaurant trade," Herald Scotland quotes
Jeremy Willmont -- jeremy.willmont@moorestephens.com -- head of
restructuring at Moore Stephens, as saying.



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


* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
----------------------------------------
Authors: Teresa A. Sullivan, Elizabeth Warren,
& Jay Westbrook
Publisher: Beard Books
Softcover: 370 Pages
List Price: $34.95
Review by: Susan Pannell
Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.htm
l

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debtprone,

it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior -- which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law -- is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.



                            *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                 * * * End of Transmission * * *