/raid1/www/Hosts/bankrupt/TCREUR_Public/180426.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Thursday, April 26, 2018, Vol. 19, No. 082


                            Headlines


A U S T R I A

IMMIGON PORTFOLIOABBAU: Expects to Commence Liquidation Next Year


C Z E C H   R E P U B L I C

ENERGO-PRO AS: S&P Affirms 'BB-' ICR, Outlook Stable


F R A N C E

LA FINANCIERE: S&P Alters Outlook to Negative, Affirms 'B+' ICR


I R E L A N D

EIRECOMPOSITES: Seeks Examinership Following Investor Dispute


I T A L Y

FABRIC BC: S&P Assigns Preliminary 'B+' ICR, Outlook Stable


K A Z A K H S T A N

KAZAGRO NATIONAL: Moody's Assigns (P)Ba1 Rating to US$2BB Debt


N E T H E R L A N D S

DARLING GLOBAL: S&P Assigns BB+ Rating to EUR515MM Senior Notes
JACOBS DOUWE: Moody's Changes Outlook on Ba2 Rating to Positive
SIGMA HOLDCO: Moody's Rates New EUR1,050MM Sr. Unsec. Notes 'B3'


N O R W A Y

NORWEGIAN AIR: Egan-Jones Hikes Sr. Unsecured Ratings to B+


R U S S I A

VOZROZHDENIE BANK: Moody's Lowers Long-Term Deposit Ratings to B3


S L O V E N I A

NOVA LJUBLJANSKA: Moody's Puts b1 BCA on Review for Downgrade


S P A I N

BANKIA SA: Moody's Hikes LT Sr. Unsecured Debt Ratings From Ba1
CASTILLA-LA MANCHA: Moody's Hikes Long-Term Issuer Rating to Ba1
GRUPO ANTOLIN-IRAUSA: Moody's Affirms Ba3 CFR, Outlook Now Stable


T U R K E Y

INANLAR INSAAT: Chairman Wants Bankruptcy Procedures Executed


U N I T E D   K I N G D O M

BEST WESTERN: Enters Administration, Buyer Sought for Business
ELLI INVESTMENTS: S&P Suspends 'SD' LT Issuer Credit Rating
HOUSE OF FRASER: C.banner International Eyes Majority Stake
NEPTUNE ENERGY: S&P Assigns Prelim 'BB-' ICR, Outlook Stable
WEST BROMWICH: Moody's Hikes Long-Term Deposit Rating to Ba3


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A U S T R I A
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IMMIGON PORTFOLIOABBAU: Expects to Commence Liquidation Next Year
-----------------------------------------------------------------
Boris Groendahl at Bloomberg News reports that Immigon
Portfolioabbau plans to commence liquidation next year.

According to Bloomberg, Immigon Portfolioabbau said in its annual
report that total assets are down 32% to EUR1.6 billion as
customer loans, bank deposits wound down.

The company's 2017 IFRS net income is EUR91.3 million compared to
a loss of EU54.3 million for the same period of the prior year,
Bloomberg discloses.

"We expect the liquidation period to begin 2019 after the
appointment of a liquidation administrator," Bloomberg quotes
Immigon CEO Stephan Koren as saying in the annual report.

Immigon Portfolioabbau is the bad bank of Austrian coop banking
group Volksbanken.


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C Z E C H   R E P U B L I C
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ENERGO-PRO AS: S&P Affirms 'BB-' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB-' long-term
issuer credit rating on the Czech electricity multi-utility
ENERGO-PRO a.s. (Energo-Pro). The outlook is stable.

S&P said, "At the same time, we assigned our 'BB-' rating to
Energo-Pro's proposed notes and affirmed our 'BB-' issue rating
on its existing senior unsecured debt.

"The affirmation reflects our expectation that although the
planned refinancing will help streamline Energo-Pro's capital
structure, it will also increase gross debt and reduce headroom
at the current rating level."

The rating on the proposed notes is at the level of the issuer
credit rating because, after the proposed refinancing, the
group's capital structure will consist of two senior unsecured
eurobonds at the parent level, implying no subordination risk.

Energo-Pro plans to refinance its existing debt at the
subsidiaries level. This debt comprises various bank lines in the
countries it operates, and somewhat increase cash reserves on the
balance sheet.

The planned refinancing will:

-- Simplify Energo-Pro's capital structure;
-- Improve its maturity profile, with weighted-average maturity
    of its debt shifting to more than six years;
-- Unify covenants;
-- Eliminate all structural and collateral subordination in the
    debt structure; and
-- Complete the transition to a centralized group funding model.

S&P said, "This issuance will simplify the capital structure and
unify covenants, in our view. We expect that Energo-Pro will
further extend its debt maturities and secure lower debt costs,
which we see as positive. This refinancing follows Energo-Pro's
successful debut bond issuance of EUR370 million in 2017.

"That said, we now expect that gross debt levels will be higher
from 2018 than previously expected, rising from about EUR560
million to EUR620 million on the back of eliminating amortizing
debt from Energo-Pro's capital structure. The structure will now
comprise only bullet debt, and reflect a material EUR23 million
penalty for early repayment of existing debt. This will lower the
group's headroom under its financial risk profile, but we expect
that from 2018, funds from operations (FFO) to debt will remain
above 20%, on average, for the next two to three years. This
assumes average hydrology in all three countries of operation,
which is commensurate with Energo-Pro's 'bb-' stand-alone credit
profile (SACP).

"In our analysis, we focus on the gross debt without netting any
cash, because we view Energo-Pro's business as relatively
volatile, with significant hydrological risks and country factors
affecting EBITDA, and with significant capital expenditure
(capex) plans and investment ambitions potentially weighing on
the available cash reserves. At the same time, we project weak
free operating cash flow (FOCF) to debt, mainly due to a ramp-up
in capex in the next two to four years related to Turkish hydro
projects (EUR50 million-EUR80 million annually at the DK Holding
Investments s.r.o. [DKHI] level), while remaining capex (about
EUR60 million annually on the Energo-Pro level) will be invested
mainly in distribution networks in Georgia and Bulgaria. We
expect FOCF to become positive only after the group successfully
commissions Turkish projects."

Meanwhile, Energo-Pro continues to be predominantly a hydro
generation and electricity distribution network operator, with
operations in Georgia (41% of 2016 EBITDA), Bulgaria (41%), and
Turkey (18%). The company currently operates 34 hydro power
plants (HPPs), and one gas-fired thermal power plant that
provides ancillary services. In 2016, the group derived about 58%
of EBITDA from regulated electricity distribution and supply, 13%
from regulated generation, and most of the remaining 29% from
non-regulated electricity generation activities and, to a much
lesser extent, trading activities. At year-end 2016, Energo-Pro
posted EBITDA of EUR164 million and adjusted net debt of EUR510
million, compared with a regulatory asset base of EUR370 million.

The main credit factors for the rating are country risk and the
evolving nature of the regulatory frameworks in the key markets
where Energo-Pro operates. Even though electricity distribution
regulatory frameworks in Georgia and Bulgaria aim to achieve cost
recoverability and create incentives to invest, they are subject
to uncertainties, ongoing reforms--mainly in Georgia--, and heavy
political influence on regulations in Bulgaria, which remains a
material constraint for the industry. S&P understands that
Georgia is currently undergoing significant regulatory changes
aimed at the liberalization of certain industry segments to be
aligned more with the EU's third energy package, but S&P sees
substantial uncertainties related to the practical implementation
of this strategy.

S&P has not materially revised its expectations compared with its
previous base case.

S&P's base case assumes:

-- Successful issuance of bond at the Energo-Pro level with at
    least five years maturity to refinance existing loans at the
    operating subsidiaries.

-- Average GDP growth of 5.0% in Georgia, 2.8% in Bulgaria, and
    3.1% in Turkey.

-- Stable foreign exchange (FX) rates in Bulgaria (Bulgarian lev
    [BGN] is pegged to the euro [1.96BGN/euro]) and Georgia (3.0
    Georgian lari/euro), but S&P expect the Turkish lira (TRY) to
    weaken.

-- No FX risk between the lira and the U.S. dollar as the feed-
    in tariff is denominated in U.S. dollars. That said, the
    group's borrowings are in euros, and S&P expects the euro to
    weaken toward the U.S. dollar (4.00TRY/euro in 2017).

-- Average hydrology in all three countries of operation in
    2018-2019.

-- Georgian electricity sector reform proceeds to result in
    weighted-average cost of capital (WACC) increasing to 16.4%,
    with the new regulatory period commencing in January 2018.
    Partial liberalization of HPPs with production below 40
    megawatts (MW; five additional HPPs). Decrease in supply
    volumes as high-voltage end-users will be obliged to choose a
    supplier on the free market.

-- Visibility of cash flows until the current regulatory period
    in Bulgaria (June 2018). WACC to remain stable at 7.04%. Grid
    losses to decline to below 9% from 2018.

-- Volatile power prices in Georgia, but to remain at about
    GEL100 per MW hours (MWh)--well above regulated prices
    (average GEL28/MWh). All HPPs in Turkey to benefit from feed-
    in tariff ($73/MWh) until 2010-2020. 20% of total production
    in Bulgaria sold under feed-in tariff regime until 2024.

-- Weaker EBITDA in 2017 due to unfavorable hydrology
    conditions, but remain between EUR150 million-EUR170 million
    until 2020.

-- Total annual capex of about EUR110 million-EUR140 million
    (including EUR50 million-EUR80 million annual capex for new
    Turkish hydro projects).

-- No dividend distribution from DKHI to the ultimate owner of
    the group, Mr. Jaromir Tesar.

-- No large mergers and acquisitions.

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

-- FFO to debt of around 14% in 2017, improving to 20%-22% in
    2018-2020;

-- Debt to EBITDA of about 4.7x in 2017, improving to 3.5x-4.0x
    in 2018-2020; and

-- Weak free cash flow generation, largely on the back of
sizable
    investment projects in Turkey.

The stable outlook reflects the Energo-Pro group's strategic
focus on its core activities: hydro generation and distribution
networks and supply in the Black Sea region. S&P bases its rating
on Energo-Pro on the DKHI consolidated group credit profile
(GCP).

S&P said, "In our view, the group will be able to maintain its
FFO to debt at an average of 20% but with weak FOCF generation on
the back of sizable investments into hydro projects in Turkey. We
assess this as being commensurate with a 'bb-' GCP.

"The outlook further reflects our view of the group's relatively
stable operating performance stemming from its regulated network
business under developing regulatory environment and its
efficient hydro generation assets."

S&P could lower the GCP and subsequently the rating on Energo-Pro
if:

-- The group experiences higher volatility on earnings than we
    expect, mainly stemming from very poor hydro conditions or
    adverse regulatory interventions.

-- It engages in large scale debt-financed acquisition that
    would materially increase its leverage.

-- FFO to debt falls materially below 20%, on average, without
    any prospects for recovery.

The group's GCP is unlikely to strengthen in the medium term
until the successful completion of sizable hydro projects in
Turkey that result in largely positive FOCF generation. S&P would
also expect the group to improve the credit metrics, notably FFO
to debt sustainably above 25%, on average.

The upgrade would also depend on improvement and establishment of
a track record of predictability and visibility of Bulgarian and
Georgian regulatory framework without any political interference.


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LA FINANCIERE: S&P Alters Outlook to Negative, Affirms 'B+' ICR
---------------------------------------------------------------
S&P Global Ratings said that it had revised its outlook on La
Financiere Atalian SAS (Atalian) to negative from positive. S&P
said, S&P affirmed its 'B+' long-term issuer credit rating on
Atalian.

S&P said, "At the same time, we affirmed the 'B+' issue rating on
Atalian's existing EUR625 million senior notes due 2024. The
recovery rating on the notes is '4', indicating our expectations
of average recovery (30%-50%; rounded estimate: 35%) in the event
of a payment default.

"In addition, we assigned a 'B+' issue rating to the proposed
seven-year EUR610 million senior unsecured notes, with a recovery
rating of '4' (recovery estimate: 35%)."

The rating actions follow Atalian's announcement on April 6,
2018, that it had reached an agreement to acquire U.K.-based
facilities management services provider Servest Limited for a
cash consideration of EUR610 million (GBP540 million), including
EUR94 million (GBP83 million) related to Servest's 28.8% equity
investment in Getronics Services UK Limited. The transaction
consideration also encompasses two acquisitions that Servest is
about to complete. All three acquisitions are subject to
customary closing conditions and regulatory approvals, and will
likely close during the second quarter of 2018.

To fund the acquisition, S&P understands that Atalian has secured
a bridge facility loan that will be replaced by the proposed
seven-year EUR610 million senior unsecured notes. The funding
also includes a EUR17 million capital increase and a EUR20
million cash equity injection from Servest's management. In
conjunction with the transaction, Atalian also intends to secure
a new, upsized revolving credit facility (RCF) of EUR75 million.

The acquisition is almost fully debt-financed and will therefore
result in a material but temporary deterioration in the group's
credit metrics, with S&P Global Ratings-adjusted debt to EBITDA
increasing to about 5.5x-6.0x post transaction, and adjusted
funds from operations (FFO) to debt reducing to below 10%.
Nevertheless, S&P expects the combined group's EBITDA generation
to support a rapid deleveraging and improvement in credit
metrics, such that its projected weighted-average credit metrics
would remain commensurate with the current rating.

S&P said, "In our view, Atalian's business risk profile will
remain fair following the acquisition. This is supported by the
combined group's leading positions in the French cleaning and
facility management segments, but also internationally, with
combined pro forma revenues of about EUR2.5 billion and EBITDA of
about EUR168.5 million in 2017. We also consider as positive
Atalian's improved geographic diversification following the
acquisition of Servest, in particular the reduced exposure to
France (about 45% of the combined group's revenue), which we view
as a market characterized by modest growth and intense price
competition. Access to the U.K. market (about 20%-25% of combined
group's revenue) will enable the group to diversify its customer
base and product coverage, although we also understand that this
market is very competitive and subject to price pressure.

"Hence, we consider that the business risk profile remains
constrained by the group's operations in a highly fragmented and
competitive market, with limited barriers to entry, low margins,
and significant exposure to wage inflation. We believe the group
has limited bargaining power against clients and that clients can
easily switch to another service provider.

"The business risk profile also remains constrained by our weak
profitability assessment, as we view the group's margins as below
average compared with other facilities services providers. We
note that Atalian benefits from France's CICE ("credit d'impot
pour la competitivite et pour l'emploi"), a tax credit we
consider to be an operating item that significantly supports its
EBITDA generation. However, the French government has recently
announced a 100 basis-point decrease in the CICE rate to 6% from
7%, which we expect will lead to a moderately negative impact on
the French operations' EBITDA margin (about a 20-basis-point
reduction) in 2018 and beyond.

"We have revised our financial risk profile assessment to highly
leveraged, based on adjusted debt to EBITDA of about 5.6x-5.8x in
2018 if we include Servest and other acquisitions on a pro forma
12-month basis, improving to about 5.0x in 2019. Gross reported
debt pro forma the proposed debt issuance will amount to about
EUR1.27 billion, including the existing EUR625 million notes, the
proposed EUR610 million notes, other financial debt of about
EUR40 million. We add back to Atalian's reported debt about EUR15
million of nonrecourse factoring claims, our estimate of
operating-lease liabilities of about EUR56 million for the
combined group, estimated debt issuance costs of about EUR20
million, and pension obligations of about EUR24 million. We also
deduct our estimate of EUR137 million of surplus cash expected
for the end of 2018 to arrive at the overall adjusted debt figure
of about EUR1.254 billion."

The anticipated rapid deleveraging from 2019 will be supported by
additional EBITDA contribution from Servest and other
acquisitions completed or to be completed in early 2018. S&P
said, "We also take into consideration the group's plan to
deliver synergies related to procurement and other selling,
general, and administrative expenses within three years of the
acquisition. Nevertheless, we also believe that there will be
some costs associated with the integration of Servest and
achievement of synergies, and we do not adjust for these costs."

S&P's financial risk profile assessment is further supported by
the group's positive free operating cash flow, given moderate
capital expenditure needs and conservative dividend policy. This
will also drive the gradual reduction of the group's leverage and
improvement of payback ratios.

Given the size of the target company, the Servest acquisition
represents a shift away from the previous strategy of focusing on
mostly bolt-on transactions, which could lead to somewhat higher
integration complexities. Despite the group's relatively strong
track record of implementing its acquisitions over recent years,
this strategy has also resulted in some volatility in operating
margins. S&P's negative outlook therefore reflects that any
operational setbacks or unanticipated cash outflow related to the
acquisition may result in a slower-than-expected deleveraging,
which could negatively affect the rating.

S&P said, "The negative outlook reflects that we forecast a
temporary deterioration in credit metrics after completion of the
debt-funded acquisition of Servest, and that potential additional
unexpected costs may prevent the group from deleveraging as
quickly as anticipated. This could result from higher-than-
expected restructuring and integration costs, or inability to
improve EBITDA margins in the international business, or
significant price pressure resulting in subdued margins in the
French and U.K. markets.

"We could lower the rating if we anticipated that weaker-than-
expected EBITDA generation (pro forma full-year consolidation of
Servest) resulted in adjusted debt to EBITDA remaining above 5.5x
and adjusted FFO to debt below 10% in the next 12 months. We
could also lower the rating if FFO cash interest coverage
declined to below 2.5x. We could also take a negative rating
action if the group attempted another material debt-funded
acquisition before it fully integrated Servest, or undertook
exceptional shareholder distributions beyond our expectations, or
if our liquidity assessment weakened.

"We could revise the outlook to stable if Atalian's credit
metrics improved rapidly following the acquisition of Servest, in
particular if adjusted debt to EBITDA decreased to about 4.5x-
5.0x and FFO to debt improved to about 12%-16% on a sustainable
basis. This could happen if the group faced no material
operational setbacks while integrating Servest, resulting in
improved EBITDA margins and strong cash flow generation."


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EIRECOMPOSITES: Seeks Examinership Following Investor Dispute
-------------------------------------------------------------
Gavin Daly at The Times reports that a Galway Gaeltacht business
that makes lightweight parts for aircraft, wind turbines and
Formula 1 cars is seeking court protection from creditors
following a bitter dispute with its main investor.

EireComposites and related company CTL Tastail, both based in
Inverin, have petitioned for the appointment of Neil Hughes --
neil.hughes@bakertillyhb.ie -- of the accountancy firm Baker
Tilly Hughes Blake as examiner in a bid to restructure their
finances, The Times relates.

According to The Times, the petition was due to be heard on
Wednesday, April 25, in the Circuit Court in Castlebar, Co Mayo.


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FABRIC BC: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit rating to Italy-based Fabric (BC) SpA (Fedrigoni). The
outlook is stable.

S&P said, "We also assigned our preliminary 'B+' issue and '4'
recovery ratings to the proposed EUR455 million senior secured
notes due 2024. The recovery rating indicates our expectation of
average (30%-50%; rounded estimate 40%) recovery of principal in
the event of a payment default.

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

The preliminary rating on Fedrigoni primarily reflects the
group's strong niche positions in various paper segments. It
makes a wide range of paper products that include office paper,
specialty paper (paper used in the arts and for graphics),
security paper (used for banknotes and checks), and labels (self-
adhesive wine labels). In the financial year (FY) ending December
2017, the group generated sales of around EUR1.1 billion and S&P
Global Ratings-adjusted EBITDA of EUR147 million, resulting in an
adjusted EBITDA margin of 13.6%.

Fedrigoni's business risk profile is underpinned by its strong
niche positions in premium segments of the paper industry. The
group's product range includes commodity and specialty paper (52%
of gross sales), converting (30%), and security products (18%).
In each of these areas, Fedrigoni has carved itself strong niche
positions, mostly by focusing on service and product quality--the
premium end of the market.

In commodity paper, Fedrigoni offers premium paper products for
office and commercial applications. The positioning suits the
smaller average size of its manufacturing plants, which do not
benefit from the same economies of scale as those of large,
vertically integrated international players. Fedrigoni's
specialty paper ranges include paper for luxury packaging
products, digital printing, and fine arts and drawing
applications.

The group's strong reputation in luxury packaging paper is
underpinned by high-quality products, collaborations with
clients, well-established relations with leading luxury brands,
and a very efficient distribution network. The group also owns
the second-largest global brand (Fabriano) in fine art and
drawing paper.
In converting, the group specializes in the production of paper
for self-adhesive labels (pressure-sensitive labels [PSLs]),
which are used in the food and beverage industry. It is the
leading producer of PSLs for wine in Europe, and has strong
positions in France and Spain, particularly in the premium
segment.

The remainder of the converting operations relate to papers used
in labels for a wide range of other sectors (pharmaceuticals,
industrials, and cosmetics, etc.). The group's position reflects
the depth and quality of its product range, the strength of its
distribution network, and the speed of its delivery. Growth in
this segment will continue to be fueled by the ongoing
penetration of PSLs in alcoholic beverages, as well as growth in
emerging markets such as Brazil.

The group is also a leading player in the production of paper and
security features (that is, holograms and security threads) for
banknotes, checks, passports, and tickets, etc., particularly in
South America (Brazil and Argentina). Although growth prospects
are fairly stable, orders tend to be lumpy. The group believes
that it is one of the lowest-cost producers in the industry. Over
the next few years, the group will have to adjust its production
capacity to reflect a significant reduction in volumes under a
contract with a banknote customer, which we reflect in our
projections.

The group has a well-invested asset base. It has 13 manufacturing
plants and a finishing plant in the U.S. Of these manufacturing
plants, nine are in Italy, two are in Spain, and two in Brazil.
The group also has a diversified customer base. Although 30% of
its revenues are generated in Italy, it generates 35% in the rest
of Europe and 35% in the rest of the world.

The group is exposed to changes in raw material prices (such as
pulp or cotton), particularly in the commodity paper division. In
the specialty paper segment, it has historically been able to
pass most price increases on to customers, after some delay.

The group is also exposed to movements in foreign-exchange rates,
particularly U.S. dollar/euro (pulp prices are U.S. dollar-
denominated); Brazilian real (R$)/euro and sterling/euro (due to
operations in Brazil and the U.K.). This is somewhat mitigated by
the partial use of hedging transactions.

S&P said, "We assess Fedrigoni's financial risk profile as
aggressive, reflecting our view that its leverage will remain
close to 5.0x in the near term. Our assessment reflects our
expectation that adjusted leverage will amount to 5.0x in
December 2018 and that free cash flow generation will remain
adequate over the near term. In 2018, we expect free operating
cash flow (FOCF) to debt to remain close to 5%, increasing to 10%
in 2019."

S&P's base case assumes:

-- Italian GDP growth of 1.5% in 2018 and 1.3% in 2019, driven
    by investments and gradual progress in the labor market.

-- Eurozone GDP growth of 2% in 2018 and 1.7% in 2019, supported
    by domestic demand, exports, and low unemployment. The slow
    decline in unemployment, the recent strengthening of the
    euro, and the modest impetus from bank loans continue to
    weigh on growth.

-- GDP growth of 2.6% in 2018 in the U.S., underpinned by low
    borrowing costs, anticipated fiscal stimulus, low
    unemployment rates, a weaker dollar, and sound business and
    consumer confidence.

-- Growth in Asia, especially China, despite slightly tighter l
    local lending conditions and its debt overhang. A disorderly
    deleveraging could destabilize asset and commodity markets.

-- Growth prospects in Brazil remain subdued by a fiscal
    overhang and a fragile private sector.

-- A slight revenue decline in 2018 (-3.7%), mainly to reflect a
    significant reduction in volumes under a large banknote
    contract. Revenues are expected to increase modestly from
    2019 onward.

-- A decline in adjusted EBITDA margins from an estimated 13.6%
    in 2017 to 9.4% in 2018. The margin decline reflects lower
    economies of scale in the security business, higher pulp
    prices, and one-off consultancy fees following the change in
    ownership. EBITDA margins are expected to improve from 2019
    onward due to cost efficiencies.

-- For FY2018, adjusted EBITDA of EUR98 million, reflecting
    reported EBITDA of EUR92.3 million, adjusted for EUR5.7
    million of operating leases (added).

-- Capital expenditure (capex) of approximately EUR34 million in
    FY2018 and EUR25 million in FY2019. The asset base is well-
    invested. Most of this capex will relate to maintenance
    capex, with minor expansion capex in converting.

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

-- Adjusted debt to EBITDA of 5.0x at end-2018 and 4.4x at end-
    2019.

-- Adjusted funds from operations (FFO) to debt of around 15.0%
    in December 2018 and 16.0% in December 2019.

-- FOCF to debt remaining below 10% throughout 2018 and 2019.

S&P said, "The stable outlook reflects our expectation that
Fedrigoni will continue to capitalize on its solid client
relationships and leading premium niche position. In the next 12
months, we expect adjusted net leverage to remain close to 5.0x
and FFO to debt of 13.5%. We expect FOCF to be modest.

"We could lower the rating if the group's financial policy became
more aggressive, especially with regard to shareholder
remuneration, preventing any material deleveraging and resulting
in negative cash flows and debt to EBITDA persistently above
5.0x. We could lower the rating if Fedrigoni experienced
unexpected customer losses or margin pressures due to delays in
the implementation of its cost rationalizations or unexpected
cost increases (following adverse foreign-exchange movements or
raw material price increases), which it is not able to pass on to
customers.

"We view an upgrade as unlikely in the near term, given the
financial sponsor ownership. Any upside would most likely be
caused by a material improvement in our view of the business risk
profile, such as a significant and sustained improvement in
profitability or scale."


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K A Z A K H S T A N
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KAZAGRO NATIONAL: Moody's Assigns (P)Ba1 Rating to US$2BB Debt
--------------------------------------------------------------
Moody's Investors Service assigned local and foreign currency
provisional ratings of (P)Ba1/(P)Not Prime to the US$2 billion
debt issuance programme of KazAgro National Management Holding
JSC (KazAgro). Additionally, Moody's assigned the Ba1 foreign
currency ratings with stable outlooks to US$1 billion 4.625%
bonds due in 2023 and EUR600 million 3.255% bonds due in 2019
issued under this programme.

The notes issued by KazAgro have the benefit of the Dead of
Covenant, and constitute direct, general, unsecured and
unconditional obligation of KazAgro, which rank pari-passu in
right of payment with all other unsecured and unsubordinated
obligations, save for those as may be preferred by provisions of
law.

The programme allows issuing bonds 1) denominated in any
currency, 2) being non interest-bearing, having fixed or floating
rates, and 3) having any maturity subject to compliance with
applicable legal, regulatory and Central bank requirements.

RATINGS RATIONALE

The (P)Ba1/(P)Not Prime programme and Ba1 bonds' ratings are
equal to the Ba1/Not Prime issuer rating of KazAgro. KazAgro's
rating reflects the holding company's important role in promoting
development of agriculture sector in Kazakhstan. The rating also
incorporates KazAgro's significant integration with the
government, through the government's 100% ownership of the
holding company and its involvement in KazAgro's business
activities.

According to the terms and conditions of the notes, the investors
will benefit from certain covenants including a negative pledge,
limitations on change in business and disposals of assets as well
as restrictions on incurrence of additional indebtedness subject
to certain caveats. Breach of the covenants (if not remedied
during a grace period) may trigger debt acceleration which will
require substantial government support. The terms and conditions
also contain a cross default clause.

The notes contain a put option to be triggered in the event of 1)
a change in control whereby the government ceases to own 100% of
KazAgro or 2) after restructuring or reorganization of KazAgro
(subject to certain caveats) if leads to rating downgrade by two
or more notches or cause rating withdrawal.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on the ratings reflects the stable outlook on
the KazAgro's issuer rating. The stable outlook on KazAgro's
ratings mirrors the stable outlook on Kazakhstan's sovereign bond
rating.

WHAT COULD CHANGE THE RATING UP/DOWN

Given the stable outlook we do not expect rating changes over the
next 12-18 months. The ratings could improve if the Kazakhstan
government's ratings improve, provided there is no weakening of
institutional and financial links between KazAgro and the
government.

Conversely, the downward revision of the ratings will likely
follow: 1) a downward revision of the sovereign's ratings, 2) a
weakening in the government's support, 3) weaker government
controls over KazAgro's financials and strategic performance.

LIST OF ASSIGNED RATINGS

Issuer: KazAgro National Management Holding JSC

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned Ba1 Stable

Senior Unsecured MTN Program, Assigned (P)Ba1

Other Short Term Programme, Assigned (P)NP

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Government-
Related Issuers published in August 2017.


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


DARLING GLOBAL: S&P Assigns BB+ Rating to EUR515MM Senior Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to
Darling Global Finance B.V.'s proposed EUR515 million senior
unsecured notes due 2026 (subject to final term and conditions).
Darling Ingredients Inc. will guarantee the notes. Proceeds
together with cash and available liquidity will be used to tender
the company's EUR515 million senior unsecured notes due 2022.
The recovery rating on this debt is '4', indicating its
expectation for an average recovery (30%-50%; rounded estimate:
35%) in the event of a payment default.

ISSUE RATINGS--RECOVERY ANALYSIS

KEY ANALYTICAL FACTORS

S&P said, "We assume Darling would reorganize under a default
scenario because we believe the company has established market
positions in the food rendering industry, which has high barriers
to entry. Consequently, we continue to use an enterprise value
approach to assess recovery prospects under a distressed case
scenario.

"Our simulated default scenario contemplates a payment default in
2022 because of a significant decline in finished-product prices,
unfavorable foreign exchange rates, and a sharp drop in protein
processing, exacerbated by a drop in restaurant traffic. All
these factors lead to a significant sales decline, margin
squeeze, and insufficient liquidity."

SIMPLIFIED WATERFALL

-- Net recovery value for waterfall after administrative
    expenses (5%): $1,790 million
-- Collateral value available to secured debt: $1,316.5 million
-- Estimated senior secured claims: $1,463.1 million
-- Collateral value available to unsecured debt : $468.6 million
-- Estimated senior unsecured claims:  $1,301.4 million
    -- Recovery range for senior unsecured debt: 30%-50% (rounded
    estimate: 35%)

S&P said, "The ratings on Darling reflect our belief that the
company will continue to prioritize debt repayment and reduce
leverage, including debt to EBITDA approaching the low-3x area
over the next 12 months. The ratings also reflect Darling's
standing as a global leader in rendering animal byproducts,
albeit in a fragmented industry in which a large portion of
rendering is done by captive or in-house renderers. It enjoys
good geographic diversification, including defendable footholds
in Canada, Western Europe, Asia-Pacific, and to a lesser degree
South America. That reduces its U.S. earnings mix to about 50%
and diversifies its product mix to include gelatin-based products
for the food and pharmaceutical industries, casings, and edible
fats. That said, the company's product diversity is somewhat
limited as it derives the majority of its profits from fats,
proteins for feed applications, and a growing presence in
distiller dried grains (DGDs), which can be volatile. Demand
volatility, however, is offset by the high percentage (over 80%)
of products with formula-based pricing--in which raw material
costs are determined by end prices, partially mitigating margin
volatility and exposure to raw material costs."

  RATINGS LIST
  Darling Ingredients Inc
   Corporate credit rating                BB+/Stable/--

  Ratings Assigned
  Darling Global Finance B.V.
   Senior unsecured EUR515 mil. notes due 2026    BB+
     Recovery ratings                             4(35%)


JACOBS DOUWE: Moody's Changes Outlook on Ba2 Rating to Positive
---------------------------------------------------------------
Moody's Investors Service has changed the outlook to positive
from stable on the Ba2 ratings of JACOBS DOUWE EGBERTS Holdings
B.V. ('JDE' or 'the company'). JDE is an intermediate parent
entity of JDE group, a global coffee manufacturer and retailer
based in the Netherlands. All ratings of JDE, including the Ba2
corporate family rating (CFR), the Ba3-PD probability of default
rating (PDR) and the Ba2 senior secured rating assigned to the
EUR5.9 billion credit facilities outstanding as of December 2017
(including EUR500 million undrawn Revolving Credit Facility as of
December 2017) borrowed by Jacobs Douwe Egberts International
B.V. were affirmed. The outlook on Jacobs Douwe Egberts
International B.V. was also changed to positive from stable.

"T[he] change of outlook to positive reflects our expectation
that growing demand for coffee, JDE's innovation capability and a
robust organic growth will be complemented by bolt on
acquisitions only resulting in gradual strengthening in credit
metrics over the next 12 to 18 months towards parameters which
could support a higher rating", says Paolo Leschiutta a Moody's
Senior Vice President and lead analyst for JDE. "Albeit 2017
metrics were still at the lower end of our expectations for the
Ba2 rating category and any improvements will be gradual, the
positive outlook factors in the strong market position of the
company, its track record in performing in line with our
expectations and the ongoing premiumisation in the coffee
industry which should support operating margin improvements",
added Mr Leschiutta.

RATINGS RATIONALE

Moody's expects JDE's metrics to improve over the next 12-18
months towards the rating agency's requirement for a higher
rating i.e. a debt/EBITDA ratio sustainably below 4.0x and a
retained cash flow/net debt in the high-teens in percentage terms
(both adjusted by Moody's). At the end of 2017 JDE's credit
metrics were still weak for the Ba2 rating with debt/EBITDA at
5.1x and retained cash flow/net debt at 4.8%. These were however
hit by a number of one off elements including the deposit in an
escrow account of the amount to finance the OldTown acquisition
in early 2018, which inflated the gross debt amount with no
corresponding pro forma EBITDA contribution. The company's funds
from operations, as adjusted by Moody's, was also weighed down by
an unusually high current tax expenses which the rating agency
does not expect to be repeated going forward.

Credit metrics improvement should stem from ongoing, although
modest, top-line growth and further operating margin improvements
owing to increasing presence in emerging markets and ongoing
premiumisation in the coffee industry with customers trading up
to more expensive products. Moody's also acknowledges the
company's success in achieving all the expected synergies since
the merger with Mondelez' International, Inc. (Baa1 stable)'s
coffee business in 2015 and the significant working capital
efficiencies achieved in 2016.

Moody's expects JDE will complement its good organic growth with
bolt-on acquisitions only and understands that the company
targets a reduction in financial leverage. The rating agency also
acknowledges that the acquisitions of Super Group Ltd and OldTown
for a sizeable total consideration of approximately EUR1.3
billion were financed predominantly with existing cash on balance
sheet, with modest impact on the group's gross debt. Although it
will take time for JDE to achieve synergies, these acquisitions
will contribute to the company's EBITDA and to its deleveraging
efforts, starting from 2018.

JDE's ratings continue to be supported by its strong market
position and global scale, and relatively good operating margins,
as well as Moody's expectations that the company will continue to
generate positive and robust free cash flow generation. JDE's
rating is also supported by the good liquidity profile of the
company thanks to EUR451 million of unrestricted cash on balance
sheet as of 31 December 2017 and an undrawn EUR500 million
revolving credit facility. Despite the strong growth momentum in
the coffee industry, with significant premiumisation potential
supporting revenue and profitability growth, the rating is
constrained by JDE's high product category concentration in
coffee, and still high financial leverage for the rating
category. In addition Moody's cautions that larger acquisitions
which might slow down the expected improvements in credit metrics
could cause a revision of the positive outlook and/or ratings.

POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation of steady
growth in the company's operating performance, resulting in solid
free cash flow generation which Moody's expects will be applied
to reduce financial leverage. The positive outlook does not
include any material debt-financed acquisitions.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating pressure could develop if Moody's-adjusted
debt/EBITDA reduces towards 4.0x or if adjusted retained cash
flow/net debt increases in the high-teens in percentage terms.
Conversely, negative pressure on the ratings could materialise if
Moody's adjusted debt/EBITDA rises above 5.0x or if Moody's
adjusted retained cash flow/net debt declines to high-single
digit in percentage terms.

PRINCIPAL METHODOLOGY

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

Headquartered in the Netherlands, JACOBS DOUWE EGBERTS Holdings
B.V. (JDE) is a leading manufacturer and distributor of coffee
and tea products to the retail and out-of-home (OOH) markets in
more than 80 countries across Europe, Asia, Latin America and
Australia. JDE owns more than 50 brands, including some key names
like Douwe Egberts, Jacobs, Tassimo, Moccona, Senseo, L'OR, Super
Kenco, Pilao and Gevalia. The company is private and was formed
in 2015 as a joint venture between Mondelez International, Inc.
(Baa1 stable) and Acorn Holdings B.V. (AHBV). AHBV is owned by an
investor group led by JAB Holding Company S.a r.l. (JAB, Baa1
stable). In 2017, JDE generated EUR5.78 billion of revenue and
EUR1.2 billion of adjusted EBITDA (as reported by the company).


SIGMA HOLDCO: Moody's Rates New EUR1,050MM Sr. Unsec. Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 senior unsecured
instrument rating to Sigma Holdco BV's proposed EUR1,050 million
senior unsecured notes due 2026. Sigma Holdco BV ("Sigma Holdco"
or "the Group") is the new indirect parent company of Unilever's
global Spreads business, Flora Food Group ("FFG"). The rating
assumes that the final transaction documents will not be
materially different from draft legal documentation reviewed by
Moody's to date.

"Proceeds from the bond issuance will be used to finance the
acquisition of FFG by KKR, and pay related fees and expenses
related to the transactions," says Ernesto Bisagno, a Moody's
Vice President -- Senior Credit Officer. He adds, "the B3 rating
is two notches below the B1 corporate family rating given the
notes are contractually subordinated to the Senior Lender
Liabilities".

RATINGS RATIONALE

The B3 rating on the EUR1,050 million proposed unsecured notes
reflects its contractual subordination to the Group's Senior
Lender Liabilities, including the EUR3.95 billion term loans and
the EUR700 million RCF, which are 1st lien instruments with B1
ratings on all tranches. However, although the bank facilities
are secured the security package only covers material assets in
the UK and the US and share pledges, intercompany receivables and
some bank accounts in other jurisdictions.

The EUR1,050 million notes will replace the EUR1 billion
unsecured bridge facility (unrated and currently undrawn) which
was part of the financing package syndicated in March 2018. The
acquisition of FFG should complete in third quarter of 2018 and
remains subject to certain regulatory approvals.

Sigma Holdco's B1 corporate family rating (CFR) reflects the
Group's (1) significant scale and relevance within the Butter &
Margarine (B&M) industry, and strong portfolio of brands; (2)
leading global market position with a c.18% share of B&M
globally; (3) extensive geographical diversification with
operations in 69 markets and; (4) high profitability (current
EBIT margin around 20%) and cash flow generation. The rating also
reflects Moody's expectations that operating performance will
improve driven by the implementation of the new strategy and the
more efficient cost structure as a result of the carve-out from
Unilever.

However, the CFR is constrained by (1) highly leveraged capital
structure with 2018 Moody's pro forma leverage (adjusted gross
debt to EBITDA) of 7.0x; (2) very limited segmental
diversification, being concentrated in a single product category,
with around 86% of FFG's revenue coming from margarine; (3)
exposure to a mature industry with ongoing volumes pressure in
developed markets; (4) decline in historical reported profits;
(5) execution risk from the separation from Unilever.


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


NORWEGIAN AIR: Egan-Jones Hikes Sr. Unsecured Ratings to B+
-----------------------------------------------------------
Egan-Jones Ratings Company, on April 13, 2018, upgraded
the foreign currency and local currency senior unsecured ratings
on debt issued by Norwegian Air Shuttle ASA to B+ from B-.

Norwegian Air Shuttle ASA is a low cost airline. The Company
offers air passenger transportation services within Norway and
between destinations in Norway and elsewhere in Europe.


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


VOZROZHDENIE BANK: Moody's Lowers Long-Term Deposit Ratings to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded Vozrozhdenie Bank's
long-term local and foreign-currency deposit ratings to B3 from
B2; its baseline credit assessment (BCA) and adjusted BCA to b3
from b2; its long-term Counterparty Risk Assessment (CRA) to
B2(cr) from B1(cr); and maintained them on review for downgrade.
At the same time, the bank's short-term local and foreign-
currency deposit ratings of Not Prime and short-term CRA of Not
Prime(cr) were affirmed.

This rating action follows Moody's review for downgrade of
Vozrozhdenie Bank's ratings which was initiated on November 1,
2017 and maintained on December 21, 2017.

RATINGS RATIONALE

The downgrade of Vozrozhdenie Bank's ratings reflects prolonged
uncertainties regarding the bank's future shareholder structure
and development prospects, a potentially adverse outcome from the
current on-site supervision by the Central Bank of Russia (CBR),
and a risk of client base volatility and deposits outflows amidst
continued uncertainty about the bank's future.

A majority stake in Vozrozhdenie Bank is currently for sale. In
December 2017, Promsvyaz Capital B.V. (long-term issuer rating
Ca, outlook developing) sold 52.73% of the bank's ordinary shares
to various Cyprus-based companies. The CBR considers them to be
affiliated with the former shareholders of failed Promsvyazbank
(PSB, LT Bank deposits B2 & Senior unsecured B2 outlook
developing, BCA ca), and hence imposed restrictions on these
companies' stakes, limiting their voting rights to 10%, and
instructed them to divest their holdings within 90 days starting
from 6 March 2018. In December 2017, the CBR commenced a
regulatory inspection of Vozrozhdenie Bank, focused on its cash
settlements, IT systems, securities and interbank operations with
no interim findings and prescription for provisioning published
to date. There has been considerable management turnover
following the cancellation of the proposed merger with PSB in
November 2017. A new Board of Directors was elected on 7 March
2018 with representatives of potential buyers, including Bonum
Capital Holding. All these developments indicate an unstable
governance framework and heightened risks which will likely take
time to settle.

Moody's understands that Vozrozhdenie Bank does not currently
have credit exposure to PSB itself. However, in the rating
agency's view there may yet be some remaining related-party
exposure to PSB's former shareholders. According to the audited
IFRS financial statements at year-end 2017, related-party
exposures amounted to RUB4.6 billion (17% of shareholders'
equity). The financial statements also disclosed RUB7.4bln loans
financed by PSB, of which RUB4.6 billion are affiliated with the
shareholders. Moody's considers this exposure net of reserves
totaling RUB 5.6billion to be risky with potential additional
provisioning needs. Although the bank's current capital buffer,
including pre-provision income, is sufficient to absorb the
credit losses arising from the above exposure, it could be
severely affected if problem loans and consequent credit losses
are substantially higher than currently anticipated.

Moreover, the uncertainty regarding the bank's future development
and ownership structure may affect its customer base and deposit
funding. Corporate accounts, including state funds, decreased by
RUB18 billion between December 1, 2017 and April 1, 2018, being
partially replaced by a RUB8 billion of retail deposits over the
same period. The risk of further deposit volatility is partially
mitigated by its granular nature, as deposits are dominated by
retail funds (79% of total customer deposits), of which 82% are
guaranteed by the state. The bank accumulated a good liquidity
cushion amounting to 30% of total assets as of end-2017 to
protect it from the negative publicity surrounding PSB, but these
reserves have since fallen to 23.5% of total assets as of April
1, 2018, which is still ample.

WHAT COULD MOVE THE RATINGS UP / DOWN

Moody's expects to conclude the reviews for downgrade within the
next three months following the finalization of the CBR's
inspection and the change in the ownership structure.

Moody's may confirm the current BCA and ratings if following the
CBR's inspection, there are no material additional credit losses;
there is a smooth change in ownership with a satisfactory new
governance structure; and the bank's funding base remains broadly
stable.

Vozrozhdenie Bank's BCA and deposit ratings would likely be
downgraded should there be a substantial weakening of its asset
quality, leading to a material decline in its capitalization;
and/or there were to be significant deposit outflows, weakening
its liquidity.

LIST OF AFFECTED RATINGS

Issuer: Vozrozhdenie Bank

Downgraded and Placed Under Review for further Downgrade

LT Bank Deposits, Downgraded to B3 Rating under Review from B2
Rating under Review

Adjusted Baseline Credit Assessment, Downgraded to b3 from b2;

Baseline Credit Assessment, Downgraded to b3 from b2;

LT Counterparty Risk Assessment, Downgraded to B2(cr) from
B1(cr);

Affirmations:

ST Counterparty Risk Assessment, Affirmed NP(cr)

ST Bank Deposits, Affirmed NP

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in September 2017.


===============
S L O V E N I A
===============


NOVA LJUBLJANSKA: Moody's Puts b1 BCA on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade Nova
Ljubljanska banka d.d.'s (NLB) b1 baseline credit assessment
(BCA) and adjusted BCA, Ba1 long-term local and foreign-currency
deposit ratings and Baa3(cr)/Prime-3(cr) long-term and short-term
Counterparty Risk Assessments (CRA). The bank's Not Prime short-
term deposit ratings are unaffected. The outlook on the long-term
bank deposits has been changed to Rating under Review from
Positive.

The rating action reflects Moody's assessment of the likely
negative impact on NLB's credit strength of the delay in
completion of the bank's restructuring, including its
privatisation. The privatisation of the bank has been one of the
conditions for the European Commission (EC) to approve the state
aid provided to NLB by the Slovenian government in 2011-13.

RATINGS RATIONALE

On April 6, 2018, the EC published an invitation to submit
comments regarding the EC's assessment of NLB's privatisation and
the state aid it received. The EC stated that Slovenia's
commitment to sell 50% of NLB's shares by December 31, 2017 had
not been met, therefore it concluded that Slovenia had
implemented the aforementioned state aid measures in an unlawful
manner.

According to the EC, in order to preserve the balance of the
existing commitments, Slovenian authorities should present
additional measures within one month to compensate for NLB's
delayed restructuring process. In particular, the government is
expected to consider measures to ensure level playing field for
NLB and its competitors, such as divesture of some of the bank's
operations.

The ratings review will focus on the developments around NLB's
privatisation plans, including respective proposals by the
government and the EC's assessment of such proposals. If
Slovenia's authorities fail to provide satisfactory commitments
to the bank's restructuring, including its privatization, this
could result in disciplinary actions against the bank by the EC,
up to requiring repayments of the state aid it received. Such a
scenario would undermine NLB's solvency and liquidity.

The commission stated that NLB received EUR2.32 billion of state
aid, including several recapitalisations and transfer of impaired
assets, amounting to 20% of the bank's risk-weighted assets as of
December 2012. In June 2017, the Slovenian authorities decided to
halt the sale of shares of NLB because the government did not
agree with the price for the bank that could potentially be
achieved. In addition, the government claims that the
privatisation is hindered by lawsuits against NLB stemming from
Yugoslav-era savings deposits that were held at Ljubljanska banka
in Zagreb, Croatia. In order to protect NLB, the Slovenian
parliament is considering legislative changes that would ban NLB
from making payments based on these lawsuits.

-- WHAT COULD MOVE THE RATINGS UP/DOWN

There is no upward pressure on the ratings as they are on review
for downgrade. However, any agreement between the Slovenian
government and the EC to swiftly resolve the standstill in NLB's
privatisation will likely result in the stabilisation of the
bank's ratings.

A failure to reach an agreement with the EC within the next two
to three months may result in material financial costs for the
bank and trigger its ratings downgrade.

LIST OF AFFECTED RATINGS

Issuer: Nova Ljubljanska banka d.d.

Placed on Review for Downgrade:

Adjusted Baseline Credit Assessment, currently b1

Baseline Credit Assessment, currently b1

Long-term Counterparty Risk Assessment, currently Baa3(cr)

Short-term Counterparty Risk Assessment, currently P-3(cr)

Long-term Bank Deposits, currently Ba1, outlook changed to
Rating under Review from Positive

Outlook Action:

Outlook changed to Rating under Review from Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in September 2017.


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


BANKIA SA: Moody's Hikes LT Sr. Unsecured Debt Ratings From Ba1
---------------------------------------------------------------
Moody's Investors Service has taken rating actions on 12 Spanish
banking groups. The rating agency has upgraded the long-term
deposit ratings of six banks and the senior unsecured debt and/or
senior unsecured debt programme ratings of five banks, as well as
the counterparty risk assessment (CRA) of eight institutions. The
rating actions were prompted by the upgrade of Spain's government
bond rating to Baa1 from Baa2 on April 2018.

Among the actions taken by Moody's on the affected banks are the
following:

- Banco Santander, S.A. (Spain) (Banco Santander): deposits
upgraded to A2/Prime-1 from A3/Prime-2, senior unsecured debt
programme ratings upgraded to (P)A2 from (P)A3 respectively.
Long-term issuer rating upgraded to A2 from A3. The outlook on
the long-term ratings remains stable. CRA affirmed at
A3(cr)/Prime-2(cr).

- Banco Bilbao Vizcaya Argentaria, S.A. (BBVA): deposit ratings
affirmed at A3/Prime-2, long-term senior unsecured debt ratings
affirmed at Baa1 and outlook on the long-term ratings changed to
positive from stable. Long-term CRA upgraded to A3(cr) from
Baa1(cr) and short-term CRA affirmed at Prime-2(cr).

- CaixaBank, S.A. (CaixaBank): long-term deposit ratings
upgraded to Baa1 from Baa2 and outlook changed to stable from
positive. Short-term deposit ratings affirmed at Prime-2. Senior
unsecured debt ratings affirmed at Baa2 and outlook changed to
positive from stable.

- Bankia, S.A. (Bankia): deposit ratings upgraded to Baa2/Prime-
2 from Baa3/Prime-3, long-term senior unsecured debt ratings
upgraded to Baa3 from Ba1, and outlook on the long-term ratings
changed to stable from developing. BCA and adjusted BCA affirmed
at ba2. Long-term CRA upgraded to Baa1(cr) from Baa2(cr). Short-
term CRA affirmed at Prime-2(cr).

- Banco Sabadell, S.A. (Banco Sabadell): deposit ratings
affirmed at Baa2/Prime-2 and outlook on the long-term deposit
ratings changed to positive from stable. Long-term CRA upgraded
to Baa1(cr) from Baa2(cr). Short-term CRA affirmed at Prime-
2(cr).

- Banco Popular Espanol, S.A. (Banco Popular): deposit ratings
upgraded to Baa2/Prime-2 from Baa3/Prime-3, senior unsecured debt
programme ratings upgraded to (P)Baa2 from (P)Baa3. The outlook
on the long-term deposit ratings remains positive. CRA upgraded
to Baa2(cr)/Prime-2(cr) from Baa3(cr)/Prime-3(cr).

- Santander Consumer Finance S.A. (SCF): deposits ratings
upgraded to A2/Prime-1 from A3/Prime-2 and long-term senior
unsecured debt ratings upgraded to A2 from A3. The outlook on the
long-term ratings remains stable. CRA affirmed at A3(cr)/Prime-
2(cr).

- Bankinter, S.A. (Bankinter): long-term CRA upgraded to A3(cr)
from Baa1(cr). Short-term CRA affirmed at Prime-2(cr).

- Kutxabank, S.A. (Kutxabank): long-term CRA upgraded to A3(cr)
from Baa1(cr). Short-term CRA affirmed at Prime-2(cr).

- Instituto de Credito Oficial (ICO): long-term senior unsecured
debt ratings upgraded to Baa1 from Baa2. Short-term Commercial
Paper ratings affirmed at Prime-2.

- Banca March S.A. (Banca March): long-term CRA upgraded to
A3(cr) from Baa1(cr). Short-term CRA affirmed at Prime-2(cr).

- Caja Rural de Navarra: long-term deposit ratings upgraded to
Baa1 from Baa2. The outlook on these ratings remains stable.
Short-term deposit ratings affirmed at Prime-2. BCA and adjusted
BCA upgraded to baa1 from baa2. Long-term CRA upgraded to A3(cr)
from Baa1(cr). Short-term CRA affirmed at Prime-2(cr) .

The ratings, outlooks and rating inputs of other Moody's rated
Spanish banks are unaffected by today's rating action.

RATINGS RATIONALE

-- BANCO SANTANDER AND SCF

Moody's has upgraded to A2/Prime-1 from A3/Prime-2 the deposit
ratings, to (P)A2 from (P)A3 the senior unsecured debt programme
ratings of Banco Santander and to A2 from A3 the senior unsecured
debt ratings of SCF. Before the upgrade of Spain's sovereign
rating, these ratings already exceeded the Spanish sovereign
rating by two notches, and were constrained at that level under
Moody's methodology. The upgrade of Spain's sovereign rating by
one notch has therefore translated into a one notch upgrade of
these ratings. The outlook on the long-term deposit and senior
unsecured debt/issuer ratings, where applicable, remains stable.

-- BBVA

Moody's has affirmed the deposit ratings of BBVA at A3/Prime-2
and senior unsecured debt ratings at Baa1 respectively, and
changed the outlook on the long-term ratings to positive from
stable.

The outlook change reflects the bank's balance sheet structure at
end-December 2017 as well as Moody's expectation that BBVA will
continue to issue bail-in-able debt through 2020 in order to meet
its minimum requirement for own funds and eligible liabilities
(MREL). Moody's expects that BBVA will complete its medium-term
issuance plan -- which entails the refinancing of its covered
bond and senior debt redemptions amounting to EUR8.8 billion,
with junior senior instruments -- based upon its public
commitment to the plan and the bank's continued good access to
the capital markets.

-- CAIXABANK

Moody's has upgraded the long-term deposit ratings of CaixaBank
to Baa1 from Baa2 and changed the outlook to stable from
positive. The bank's short-term deposit ratings have been
affirmed at Prime-2. Concurrently, the rating agency has affirmed
the long-term senior unsecured debt ratings of CaixaBank at Baa2
and changed the outlook on these ratings to positive from stable.

CaixaBank's long-term deposit and senior unsecured debt ratings
of Baa1/Baa2 reflect: (1) the bank's BCA of ba1; (2) a two-notch
and one-notch rating uplift, respectively, from Moody's Advanced
LGF analysis; and (3) Moody's assumption of a moderate
probability of government support from Spain, which translates
into a one-notch uplift for both ratings. Following the upgrade
of Spain's sovereign rating, CaixaBank's deposit ratings now
benefit from one notch of government support. Previously, they
were rated at the same level of the sovereign and, consequently,
benefited from no government support uplift.

The positive outlook on CaixaBank's long-term senior unsecured
debt rating reflects Moody's expectation that the bank's credit
profile will continue to improve over the next 12-18 months. The
stable outlook on Caixabank's long-term deposit ratings reflects
Moody's view that any upward pressure on the bank's standalone
BCA will not translate into an improvement in the bank's Baa1
deposit ratings. At this level, Caixabank's deposit ratings will
benefit from the uplift from Moody's LGF analysis but no uplift
from the moderate government support assumptions, because the
bank's deposit ratings are now aligned with Spain's sovereign
rating.

-- BANKIA

Moody's has upgraded Bankia's deposit ratings to Baa2/Prime-2
from Baa3/Prime-3 and its long-term senior unsecured debt rating
to Baa3 from Ba1 and has changed the outlook on the long-term
ratings to stable from developing.

The upgrade of the ratings reflects: (1) the affirmation of the
bank's BCA at ba2; (2) Moody's updated Advanced LGF analysis that
now provides a two-notch uplift for deposits and one-notch uplift
for senior debt from the bank's ba2 adjusted BCA; and (3) Moody's
assumption of moderate government support from Spain, which
results in a one-notch uplift for both the deposit and senior
debt ratings.

Bankia's ba2 BCA reflects Moody's expectation of an improvement
in its credit fundamentals, notably in terms of asset risk,
capital and profitability. Bankia's BCA remains constrained by:
(1) still high volumes of problematic exposures; and (2) weaker
capital metrics following the merger with Banco Mare Nostrum,
S.A. The BCA also reflects Bankia's successful de-risking track
record and its proven strong capital generation capacity.

The upgrade of Bankia's debt and deposit ratings is also driven
by changes to Moody's Advanced LGF analysis, which now indicates
a very low-loss-given failure for deposits, and a low loss-given-
failure for senior unsecured debt, following the issuance of
EUR500 million of subordinated debt and EUR750 million of
Additional Tier 1 bonds in 2017.

The outlook on Bankia's long-term debt and deposit ratings is now
stable, reflecting Moody's view that the current ratings already
capture the expected performance of the bank's financial
fundamentals.

-- BANCO SABADELL

Moody's has affirmed the deposit ratings of Banco Sabadell at
Baa2/Prime-2 and changed the outlook on the long-term ratings to
positive from stable. The bank's long-term senior unsecured debt
ratings of Baa3 with positive outlook remain unchanged.

Banco Sabadell's long-term deposit and senior unsecured debt
ratings of Baa2/Baa3 reflect: (1) the bank's BCA of ba2; (2) a
two-notch and one-notch rating uplift, respectively, from Moody's
Advanced LGF analysis; and (3) Moody's assumption of a moderate
probability of government support from Spain, which translates
into a one-notch uplift for both ratings.

The positive outlook on Banco Sabadell's long-term deposit and
senior unsecured debt ratings reflects Moody's expectation that
the bank's credit profile will continue to improve over the next
12-18 months.

-- BANCO POPULAR

Moody's has upgraded the deposit ratings of Banco Popular to
Baa2/Prime-2 from Baa3/Prime-3 and the long-term senior unsecured
debt programme rating to (P)Baa2 from (P)Baa3. The outlook on the
long-term deposit ratings remains positive.

The upgrade of the long-term deposit and senior unsecured debt
programme ratings to Baa2 and (P)Baa2 respectively reflects: (1)
the bank's BCA of caa1; (2) a very high likelihood of affiliate
support from its parent Banco Santander, resulting in a four-
notch uplift and an adjusted BCA of ba3; (3) the three-notches of
uplift from Moody's Advanced LGF analysis of Banco Santander; and
(4) Moody's assumption of a moderate probability of support from
Spain's government, in line with Moody's assumption for the whole
Banco Santander group. Following the upgrade of Spain's sovereign
rating, Banco Popular's deposit and senior unsecured programme
ratings will benefit from one notch of government support, from
no government support uplift previously.

The positive outlook on Banco Popular's long-term deposit ratings
primarily reflects the potential for the bank's risk profile to
improve, and for its ratings to converge with those of its parent
over time as the integration of its business and operations into
the group progresses.

-- CAJA RURAL DE NAVARRA

Moody's has upgraded Caja Rural de Navarra's long-term deposit
ratings to Baa1 from Baa2 with a stable outlook.

The upgrade of the ratings reflects: (1) the upgrade of the
bank's BCA and adjusted BCA to baa1 from baa2; (2) Moody's
Advanced LGF analysis that results in no uplift for deposits from
the bank's baa1 adjusted BCA; and (3) Moody's assumption of a low
probability of government support from Spain, which also results
in no uplift for the bank's deposit ratings.

Moody's decision to upgrade Caja Rural de Navarra's BCA to baa1
follows the upgrade of Spain's sovereign rating to Baa1, which
has lifted the constraint on the bank's BCA at baa2. As per
Moody's methodology, a bank's BCA will not typically exceed the
sovereign rating without any factor that reduces the dependency
between the creditworthiness of the bank and the sovereign. Caja
Rural de Navarra's BCA of baa1 reflects the bank's solid credit
fundamentals, namely its strong asset quality indicators,
comfortable capital levels and adequate funding and liquidity
profile.

The outlook on Caja Rural de Navarra's long-term deposit ratings
is stable, reflecting Moody's view that the current ratings
already capture the expected performance of the bank's financial
fundamentals.

-- INSTITUTO DE CREDITO OFICIAL

Moody's has upgraded to Baa1 from Baa2 the backed long-term
senior unsecured debt ratings of ICO. The bank's short-term
Commercial Paper ratings have been affirmed at Prime-2. Given
that ICO's liabilities are explicitly, irrevocably, directly and
unconditionally guaranteed by the Government of Spain, the
upgrade of the long-term debt ratings to Baa1 with a stable
outlook follows the change in Spain's sovereign ratings.

-- COUNTERPARTY RISK ASSESSMENTS

According to Moody's methodology, the CRA will not typically
exceed the sovereign's own rating by more than one notch, or two
notches where the adjusted BCA is already above the sovereign
rating. The upgrade of Spain's sovereign rating by one notch has
therefore translated into a one notch upgrade of the long-term
CRA of BBVA, Bankinter, Kutxabank, Banca March and Caja Rural de
Navarra. At A3(cr)/Prime-2(cr), the CRAs of Banco Santander and
SCF remain constrained by the sovereign rating, and have been
affirmed at that level.

The CRAs of Bankia, Banco Sabadell and Banco Popular now benefit
from one notch of government support, instead of no government
support uplift previously.

FACTORS THAT COULD LEAD TO AN UPGRADE

The banks' standalone BCAs could be upgraded as a consequence of
a sustained recovery in recurrent profitability levels, while
maintaining current improving trends of asset risk indicators,
with an ongoing reduction in the stock of problematic assets. The
banks' BCAs could also be upgraded on the back of stronger
Tangible Common Equity (TCE) levels.

As the banks' debt and deposit ratings are linked to the
standalone BCA, any change to the BCA would likely also affect
these ratings.

The banks' deposit and senior debt ratings could also experience
upward pressure from movements in the loss-given-failure faced by
these securities.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Downward pressure on the banks' BCAs could develop as a result
of: (1) the reversal in current asset risk trends with an
increase in the stock of nonperforming loans (NPLs) and/or other
problematic exposures; (2) a weakening of banks' internal
capital-generation and risk-absorption capacity as a result of
subdued profitability levels; and/or (3) a deterioration in the
banks' liquidity position.

As the banks' debt and deposit ratings are linked to the
standalone BCA, any change to the BCA would likely also affect
these ratings.

The bank's deposit and senior debt ratings could also experience
downward pressure from movements in the loss-given-failure faced
by these securities.

LIST OF AFFECTED RATINGS

Issuer: Banco Santander S.A. (Spain)

Upgrade:

Long-term Issuer Rating, upgraded to A2 Stable from A3 Stable

Long-term Bank Deposits, upgraded to A2 Stable from A3 Stable

Short-term Bank Deposits, upgraded to P-1 from P-2

Senior Unsecured Medium-Term Note Program, upgraded to (P)A2
from
(P)A3

Senior Unsecured Shelf, upgraded to (P)A2 from (P)A3

Commercial Paper, upgraded to P-1 from P-2

Affirmations:

Long-term Counterparty Risk Assessment, affirmed A3(cr)

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Outlook Action:

Outlook remains Stable

Issuer: Santander International Products PLC

Upgrades:

Backed Senior Unsecured Regular Bond/Debenture, upgraded to A2
Stable from A3 Stable

Backed Senior Unsecured Medium-Term Note Program, upgraded to
(P)A2 from (P)A3

Backed Commercial Paper, upgraded to P-1 from P-2

Backed Other Short Term, upgraded to (P)P-1 from (P)P-2

Outlook Action:

Outlook remains Stable

Issuer: Banco Santander, S.A., London Branch

Upgrades:

Long-term Deposit Note/CD Program, upgraded to (P)A2 from (P)A3

Short-term Deposit Note/CD Program, upgraded to (P)P-1 from
(P)P-2

Affirmations:

Long-term Counterparty Risk Assessment, affirmed A3(cr)

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

No Outlook assigned

Issuer: Emisora Santander Espana S.A.U

Upgrades:

Backed Senior Unsecured Medium-Term Note Program, upgraded to
(P)A2 from (P)A3

Backed Senior Unsecured Regular Bond/Debenture, upgraded to A2
Stable from A3 Stable

Outlook Action:

Outlook remains Stable

Issuer: Santander Central Hispano International Ltd

Upgrades:

Backed Commercial Paper, upgraded to P-1 from P-2

Backed Senior Unsecured Medium-Term Note Program, upgraded to
(P)A2 from (P)A3

Backed Other Short Term, upgraded to (P)P-1 from (P)P-2

No outlook assigned

Issuer: Santander Int'l Debt, S.A. Unipersonal

Upgrades:

Senior Unsecured Regular Bond/Debenture, upgraded to A2 Stable
from A3 Stable

Outlook Action:

Outlook remains Stable

Issuer: Santander US Debt, S.A. Unipersonal

Upgrade:

Senior Unsecured Regular Bond/Debenture, upgraded to A2 Stable
from A3 Stable

Outlook Action:

Outlook remains Stable

Issuer: Banco Bilbao Vizcaya Argentaria, S.A.

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Affirmations:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Long-term Issuer Rating, affirmed Baa1, outlook changed to
Positive from Stable

Long-term Bank Deposits, affirmed A3, outlook changed to
Positive
from Stable

Short-term Bank Deposits, affirmed P-2

Senior Unsecured Regular Bond/Debenture, affirmed Baa1, outlook
changed to Positive from Stable

Senior Unsecured Medium-Term Note Program, affirmed (P)Baa1

Senior Unsecured Shelf, affirmed (P)Baa1

Other Short Term, affirmed (P)P-2

Commercial Paper, affirmed P-2

Outlook Action:

Outlook changed to Positive from Stable

Issuer: Banco Bilbao Vizcaya Argentaria, SA London Br

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Affirmation:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Long-term Bank Deposits, affirmed A3, outlook changed to
Positive
from Stable

Short-term Bank Deposits, affirmed P-2

Commercial Paper, affirmed P-2

Outlook Action:

Outlook changed to Positive from Stable

Issuer: Banco Bilbao Vizcaya Argentaria, SA Paris Br

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Affirmations:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Long-term Bank Deposit, affirmed A3, outlook changed to Positive
from Stable

Short-term Bank Deposit, affirmed P-2

Commercial Paper, affirmed P-2

Outlook Action:

Outlook changed to Positive from Stable

Issuer: Banco Bilbao Vizcaya Argentaria,SA, New York

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Affirmations:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Long-term Bank Deposits, affirmed A3, outlook changed to
Positive
from Stable

Short-term Bank Deposits, affirmed P-2

Outlook Action:

Outlook changed to Positive from Stable

Issuer: BBVA Global Markets B.V.

Affirmations:

Backed Other Short Term, affirmed (P)P-2

Backed Senior Unsecured Medium-Term Note Program, affirmed
(P)Baa1

Backed Senior Unsecured Regular Bond/Debenture, affirmed Baa1,
outlook changed to Positive from Stable

Outlook Action:

Outlook changed to Positive from Stable

Issuer: Catalunya Banc SA (Debts assumed by Banco Bilbao Vizcaya
Argentaria, S.A.)

Affirmations:

Senior Unsecured Regular Bond/Debenture, affirmed Baa1, outlook
changed to Positive from Stable

No Outlook assigned

Issuer: Banco Popular Espanol, S.A.

Upgrades:

Long-term Counterparty Risk Assessment, upgraded to Baa2(cr)
from
Baa3(cr)

Short-term Counterparty Risk Assessment, upgraded to P-2(cr)
from
P-3(cr)

Long-term Bank Deposits, upgraded to Baa2 Positive from Baa3
Positive

Short-term Bank Deposits, upgraded to P-2 from P-3

Senior Unsecured Medium-Term Note Program, upgraded to (P)Baa2
from (P)Baa3

Other Short Term, upgraded to (P)P-2 from (P)P-3

Outlook Action:

Outlook remains Positive

Issuer: BPE Finance International Limited

Upgrade:

Backed Senior Unsecured Regular Bond/Debenture, upgraded to Baa2
Positive from Baa3 Positive

Outlook Action:

Outlook remains Positive

Issuer: BPE Financiaciones, S.A.

Upgrades:

Backed Senior Unsecured Medium-Term Note Program, upgraded to
(P)Baa2 from (P)Baa3

Backed Senior Unsecured Regular Bond/Debenture, upgraded to Baa2
Positive from Baa3 Positive

Outlook Action:

Outlook remains Positive

Issuer: Santander Consumer Finance S.A.

Upgrades:

Long-term Bank Deposit, upgraded to A2 Stable from A3 Stable

Short-Term Bank Deposit, upgraded to P-1 from P-2

Senior Unsecured Regular Bond/Debenture, upgraded to A2 Stable
from A3 Stable

Senior Unsecured Medium-Term Note Program, upgraded to (P)A2
from(P)A3

Commercial Paper, upgraded to A2 from A3

Commercial Paper, upgraded to P-1 from P-2

Affirmations:

Long-term Counterparty Risk Assessment, affirmed A3(cr)

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Outlook Actions:

Outlook, Remains Stable

Issuer: Santander Consumer Bank S.p.A.

Upgrades:

Backed Senior Unsecured Regular Bond/Debenture, upgraded to A2
Stable from A3 Stable

Outlook Action:

Outlook remains Stable

Issuer: CaixaBank, S.A.

Upgrades:

Long-term Bank Deposits, upgraded to Baa1 Stable from Baa2
Positive

Affirmations:

Short-term Bank Deposits, affirmed P-2

Long-term Issuer Rating, affirmed Baa2, outlook changed to
Positive from Stable

Senior Unsecured Regular Bond/Debenture, affirmed Baa2, outlook
changed to Positive from Stable

Senior Unsecured Medium-Term Note Program, affirmed (P)Baa2

Other Short Term, affirmed (P)P-2

Outlook Action:

Outlook changed to Stable(m) from Positive(m)

Issuer: Banco Sabadell, S.A.

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to Baa1(cr)
from Baa2(cr)

Affirmations:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Long-term Bank Deposits, affirmed Baa2, outlook changed to
Positive from Stable

Short-term Bank Deposits, affirmed P-2

Outlook Action:

Outlook changed to Positive from Stable(m)

Issuer: Banco Sabadell S.A., London Branch

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to Baa1(cr)
from Baa2(cr)

Affirmations:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Long-term Bank Deposit, affirmed Baa2, outlook changed to
Positive from Stable

Short-term Bank Deposits, affirmed P-2

Outlook Action:

Outlook changed to Positive from Stable

Issuer: Bankinter, S.A.

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Affirmation:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

No outlook action

Issuer: Banca March S.A.

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Affirmation:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

No outlook action

Issuer: Kutxabank, S.A.

Upgrade:

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Affirmation:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

No outlook action

Issuer: Instituto de Credito Oficial

Upgrades:

Backed Commercial Paper, upgraded to Baa1 from Baa2

Backed Senior Unsecured Medium-Term Note Program, upgraded to
(P)Baa1 from (P)Baa2

Backed Senior Unsecured Regular Bond/Debenture, upgraded to Baa1
Stable from Baa2 Stable

Affirmations:

Backed Commercial Paper, affirmed P-2

Backed Other Short Term, affirmed (P)P-2

Outlook Action:

Outlook remains Stable

Issuer: Caja Rural de Navarra

Upgrades:

Adjusted Baseline Credit Assessment, upgraded to baa1 from baa2

Baseline Credit Assessment, upgraded to baa1 from baa2

Long-term Counterparty Risk Assessment, upgraded to A3(cr) from
Baa1(cr)

Long-term Bank Deposits, upgraded to Baa1 Stable from Baa2
Stable

Affirmations:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Short-term Bank Deposit, affirmed P-2

Outlook Action:

Outlook remains Stable

Issuer: Bankia, S.A.

Upgrades:

Long-term Counterparty Risk Assessment, upgraded to Baa1(cr)
from Baa2(cr)

Long-term Bank Deposits, upgraded to Baa2 Stable from Baa3
Developing

Short-term Bank Deposits, upgraded to P-2 from P-3

Senior Unsecured Regular Bond/Debenture, upgraded to Baa3 Stable
from Ba1 Developing

Senior Unsecured Medium-Term Note Program, upgraded to (P)Baa3
from (P)Ba1

Commercial Paper, upgraded to P-3 from NP

Affirmations:

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Junior Senior Unsecured Medium-Term Note Program, affirmed
(P)Ba3

Preferred Stock Non-cumulative, affirmed B2(hyb)

Adjusted Baseline Credit Assessment, affirmed ba2

Baseline Credit Assessment, affirmed ba2

Outlook Action:

Outlook changed to Stable from Developing

PRINCIPAL METHODOLOGIES

The principal methodology used in rating Bankia, S.A., Caja Rural
de Navarra, Banco Santander S.A. (Spain), Banco Santander, S.A.,
London Branch, Emisora Santander Espana S.A.U, Santander Central
Hispano International Ltd, Santander Int'l Debt, S.A.
Unipersonal, Santander International Products PLC, Santander US
Debt, S.A. Unipersonal, CaixaBank, S.A., Santander Consumer Bank
S.p.A., Santander Consumer Finance S.A., Banco Sabadell S.A.,
London Branch, Banco Sabadell, S.A., BPE Finance International
Limited, BPE Financiaciones, S.A., Banco Popular Espanol, S.A.,
Banca March S.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco
Bilbao Vizcaya Argentaria, SA London Br, Banco Bilbao Vizcaya
Argentaria, SA Paris Br, Banco Bilbao Vizcaya Argentaria,SA, New
York, BBVA Global Markets B.V., Catalunya Banc SA, Bankinter,
S.A. and Kutxabank, S.A. was Banks published in September 2017.
The principal methodology used in rating Instituto de Credito
Oficial was Government-Related Issuers published in August 2017.


CASTILLA-LA MANCHA: Moody's Hikes Long-Term Issuer Rating to Ba1
----------------------------------------------------------------
Moody's Public Sector Europe (Moody's or MPSE) has upgraded by
one notch the ratings of 15 Spanish sub-sovereigns. The outlooks
of all the sub-sovereigns remain stable. At the same time,
Moody's affirmed Catalunya's rating at Ba3/Not Prime, with the
outlook remaining negative.

The rating actions on the Spanish sub-sovereigns were triggered
by: (1) the strengthening of Spain's sovereign credit profile as
captured by the upgrade of Spain's ratings to Baa1 from Baa2 on
13 April 2018; and (2) the strong correlation between sub-
sovereign and sovereign credit risks.

RATINGS RATIONALE

RATIONALE FOR THE RATINGS UPGRADES

Moody's believes that the improvement of the sovereign's
creditworthiness -- captured by the one notch upgrade on Spain's
rating to Baa1 from Baa2-- is reflected at the regional and local
level given; 1) the strong correlation between sub-sovereign and
sovereign credit risks, reflected in macroeconomic linkages,
institutional factors and financial market conditions; and 2) the
high extraordinary support from the central government to the
regions through liquidity support that will be maintained in the
coming years.

Moody's also notes a significant improvement in the regions'
fiscal consolidation in 2017, as the regional aggregated deficit
for the year declined to -0.32% of gross domestic product (GDP)
in ESA terms (vs. target of 0.6%) from -0.84% in 2016. This is
credit positive for the sector as it is the first time since the
start of the financial crisis in 2008 that the Spanish regions
have collectively met the deficit limit target imposed by the
central government. Despite regional elections in 2019, Moody's
believes that the regional deficit is likely to continue to
decline in 2018 as strong GDP growth bolsters regional tax
revenue. This will help regions to fiscally consolidate,
increasing gross operating performances and reducing deficit
levels.

In addition, although regional debt levels should continue to
increase through 2020, the ratio of net direct and indirect debt
to operating revenue is decreasing. Aggregated regional debt to
operating revenue ratio decreased to 204% in 2017 from 211% in
2016. As Spain's economy continues to improve, Moody's believes
that the net direct and indirect debt-to-operating revenue ratio
for the regions is likely to continue to decrease in 2018.

Moody's notes the regions' strong reliance on the Spanish
government, given their extensive use of the central government's
liquidity mechanisms. These include: the Fondo de Liquidez
Autonomico (FLA), established in 2012 for regions that breach
deficit targets set by the central government; and the Fondo de
Facilidad Financiera (FFF), established in 2015 for regions that
comply with deficit targets, providing regions with liquidity to
fund their yearly financing needs (including deficit levels and
debt redemptions). Since these liquidity mechanisms were created,
15 out of 17 Spanish regions (i.e. all regions with the exception
of the Basque Country and Navarra) utilised these liquidity
mechanisms; as of year-end 2017 these accounted for approximately
58% of the regional aggregated debt.

ENTITIES RATED ABOVE THE SOVEREIGN LEVEL

-- THE BASQUE COUNTRY AND THE PROVINCE OF BIZKAIA

Moody's decision to upgrade the ratings of the Basque Country and
the province of Bizkaia to A3 from Baa1 reflects these entities'
unique and constitutionally protected tax regimes, which
currently enable them to retain sufficient credit strength to
maintain their ratings one notch above that of the sovereign. In
addition, the Basque Country and the province of Bizkaia have
comfortable liquidity positions, which limit their refinancing
risk. Both Bizkaia and the Basque Country recorded positive
operating balances and financing surpluses in 2017, expected to
continue in 2018.

ENTITIES RATED AT THE SOVEREIGN LEVEL

-- CITY OF BARCELONA

Moody's upgrade of the city of Barcelona's rating to Baa1 from
Baa2 reflects the city's good budgetary management and solid
financial fundamentals in recent years, as evidenced by the
city's limited debt burden (33% of revenue in 2017) and high
gross operating balance (20% of operating revenue on average for
2012-17). The rating also reflects Barcelona's strong liquidity
position. Moody's expects this sound financial performance will
continue in coming year.

While Moody's acknowledges Barcelona's robust financials, the
city does not have sufficient financial flexibility to justify a
rating above that of the sovereign. The central government
retains control of Spanish municipalities via legislation, the
level of transfers, and the management of pay-raise packages for
civil servants.

-- REGIONS OF CASTILLA Y LEON, GALICIA AND MADRID

Moody's decision to upgrade the ratings of these regions to Baa1
from Baa2, on par with the sovereign's rating reflects the rating
agency's view that these three regions have reported stronger
financial performances than other Moody's-rated Spanish regions
throughout the financial crisis; these regions' deficits are
controlled and their debt levels, although increasing, are
manageable and consistent with this rating level. Moody's expects
that the financial performance of these three regions will
continue to improve in the next two years.

In addition, Castilla y Leon and Madrid access financial markets,
with a high portion of their financing needs being covered by
bond issuances in 2017. Madrid was the first Spanish region to
arrange sustainable financing in Spain in 2017 and will continue
with this approach this year.

ENTITIES RATED BELOW THE SOVEREIGN LEVEL

-- REGIONS OF ANDALUCIA, CASTILLA- LA MANCHA, EXTREMADURA,
MURCIA AND VALENCIA

Moody's one-notch rating upgrade of the regions of Andalucia and
Extremadura (to Baa2 from Baa3), primarily reflects that the
fiscal position of these two regions is stronger than the other
regions rated below the sovereign level. Their fiscal performance
has significantly improved in the last two years, reducing
deficit levels, and Moody's expects that these improvements will
continue in 2018. At the same time, the debt levels of Andalucia
and Extremadura are low compared with national peers at around
130% and 105% of operating revenue, respectively (compared with
204% for the rated regions on average).

Castilla-La Mancha, Murcia and Valencia's ratings were upgraded
by one-notch to Ba1 from Ba2. These three regions have relatively
weaker fiscal positions, and Moody's believes that they will
remain fragile over the next few years. However, Castilla-La
Mancha's financing deficit is lower than the other two regions (-
3% of operating revenue in 2017 vs. around -10% for Murcia and -
14% for Valencia). While Moody's believes debt levels for these
three regions will continue to increase in 2018, net direct and
indirect debt to operating revenue ratios will decrease in 2018,
as they have done in 2017.

Moody's notes that these five regions will continue to receive
liquidity support from the central government through the FLA or
the FFF in 2018, reducing the short-term risk of a region's
liquidity-driven default and covering their financial
obligations.

RATIONALE FOR RATING AFFIRMATION

-- REGION OF CATALUNYA

The Generalitat de Catalunya's long-term issuer and debt ratings
have been affirmed at Ba3/Not Prime, with the outlook remaining
negative.

The rationale to affirm the region's rating at Ba3 is mainly
based on the region's weak fiscal position, reflected in the
presence of very high debt levels and Moody's view that
persistent political tensions between the region and the central
government over independence is affecting the regional economy,
particularly foreign direct investment. The affirmation of the
region's rating is also based on the high extraordinary support
received from the central government via the FLA and Moody's
expectations that support would continue to be forthcoming.

The rationale to maintain its negative outlook mainly reflects
the continued political tension between the region and the
central government. Moody's expects that political instability,
unresolved following the regional elections of 21 December 2017,
will continue to negatively affect the region's business
environment, adding pressure to the region's already weak
finances.

RATIONALE FOR STABLE OUTLOOK

Moody's decision to maintain a stable outlook on all Spanish sub-
sovereigns ratings (with the exception of Catalunya) reflects the
rating agency's view that Spanish regional and local governments
will continue to improve their fiscal positions in the next two
to three years, as well as Moody's expectation that regional
debt-to-revenue ratio will continue to decrease. At the same
time, the stable outlook mirrors the outlook for the government
of Spain (Baa1 stable).

WHAT COULD CHANGE THE RATINGS UP/DOWN

The strengthening of Spain's credit profile, as reflected by an
upgrade of the sovereign rating, would result in upward pressure
on Spanish sub-sovereign ratings in general, and particularly on
those ratings currently on par or above that of the sovereign. In
addition, upward pressure would develop on sub-sovereigns
currently rated below the sovereign, if their fiscal and
financial performance were to improve.

A downgrade of Spain's sovereign rating leading to indications of
weakening government support for the regions, or a deterioration
in their fiscal performance, would likely lead to a downgrade of
sub-sovereign entities.

Given the negative outlook on Catalunya's rating, an upgrade is
unlikely over the next 12 to 18 months. Downward pressure on the
rating could occur if Catalunya's new government reverses the
region's fiscal consolidation. In addition, a downgrade of the
sovereign rating, or any indication of weakening government
support, would likely lead to a downgrade in Catalunya's rating.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Andalucia, Junta de

LT Issuer Rating, Upgraded to Baa2 from Baa3

Senior Unsecured MTN Program, Upgraded to (P)Baa2 from (P)Baa3

Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2 from
Baa3

Issuer: Extremadura, Junta de

LT Issuer Rating, Upgraded to Baa2 from Baa3

Issuer: Galicia, Comunidad Autonoma de

LT Issuer Rating, Upgraded to Baa1 from Baa2

Issuer: Madrid, Comunidad Autonoma de

LT Issuer Rating, Upgraded to Baa1 from Baa2

Issuer: Barcelona, City of

LT Issuer Rating, Upgraded to Baa1 from Baa2

Issuer: Basque Country (The)

LT Issuer Rating, Upgraded to A3 from Baa1

Senior Unsecured Regular Bond/Debenture, Upgraded to A3 from
Baa1

Issuer: Bizkaia, Diputacion Foral de

LT Issuer Rating, Upgraded to A3 from Baa1

Issuer: CACSA

Underlying Senior Secured, upgraded to Ba1 from Ba2

Backed Senior Secured upgraded to Ba1 from Ba2

Issuer: Castilla y Leon, Junta de

LT Issuer Rating, Upgraded to Baa1 from Baa2

Senior Unsecured Regular Bond/Debenture, Upgraded to Baa1 from
Baa2

Issuer: Castilla-La Mancha, Junta de Comunidades de

LT Issuer Rating, Upgraded to Ba1 from Ba2

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 from
Ba2

Issuer: FERIA VALENCIA

Underlying Senior Secured upgraded to Ba1 from Ba2

Issuer: Instituto Valenciano de Finanzas

Backed Senior Unsecured Bank Credit Facility, Upgraded to Ba1
from Ba2

Issuer: Murcia, Comunidad Autonoma de

LT Issuer Rating, Upgraded to Ba1 from Ba2

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 from
Ba2

Issuer: Universities of Valencia

Underlying Senior Secured, Upgraded to Ba1 from Ba2

Backed Senior Secured Bond/Debenture, Upgraded to Ba1 from Ba2

Issuer: Valencia, Generalitat de

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 from
Ba2

Affirmations:

Issuer: Catalunya, Generalitat de

LT Issuer Rating, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Senior Unsecured MTN Program, Affirmed (P)Ba3

Other Short Term, Affirmed (P)NP

Commercial Paper, Affirmed NP

Issuer: FERIA VALENCIA

Backed Senior Secured, Affirmed at A2, in line with Assured
Guaranty (Europe) Ltd.'s rating.(A and B Certificates)

Issuer: Valencia, Generalitat de

Commercial Paper, Affirmed NP

Outlook Actions:

Issuer: Andalucia, Junta de

Outlook, Remains Stable

Issuer: Extremadura, Junta de

Outlook, Remains Stable

Issuer: Galicia, Comunidad Autonoma de

Outlook, Remains Stable

Issuer: Madrid, Comunidad Autonoma de

Outlook, Remains Stable

Issuer: Barcelona, City of

Outlook, Remains Stable

Issuer: Basque Country (The)

Outlook, Remains Stable

Issuer: Bizkaia, Diputacion Foral de

Outlook, Remains Stable

Issuer: CACSA

Outlook, Remains Stable

Issuer: Castilla y Leon, Junta de

Outlook, Remains Stable

Issuer: Castilla-La Mancha, Junta de Comunidades de

Outlook, Remains Stable

Issuer: Catalunya, Generalitat de

Outlook, Remains Negative

Issuer: FERIA VALENCIA

Outlook, Remains Stable

Issuer: Instituto Valenciano de Finanzas

Outlook, Remains Stable

Issuer: Murcia, Comunidad Autonoma de

Outlook, Remains Stable

Issuer: Universities of Valencia

Outlook, Remains Stable

Issuer: Valencia, Generalitat de

Outlook, Remains Stable

The sovereign action required the publication of these credit
rating actions on a date that deviates from the previously
scheduled release date in the sovereign release calendar.

The specific economic indicators, as required by EU regulation,
are not available for these entities. The following national
economic indicators are relevant to the sovereign rating, which
was used as an input to this credit rating action.

Sovereign Issuer: Spain, Government of

GDP per capita (PPP basis, US$): 36,347 (2016 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 3.3% (2016 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 1.6% (2016 Actual)

Gen. Gov. Financial Balance/GDP: -4.5% (2016 Actual) (also known
as Fiscal Balance)

Current Account Balance/GDP: 1.9% (2016 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Level of economic development: High level of economic resilience

Default history: No default events (on bonds or loans) have been
recorded since 1983.

On April 12, 2018, a rating committee was called to discuss the
rating of the Andalucia, Junta de; Barcelona, City of; Basque
Country (The); Bizkaia, Diputacion Foral de; CACSA; Castilla y
Leon, Junta de; Castilla-La Mancha, Junta de Comunidades de;
Catalunya, Generalitat de; Extremadura, Junta de; FERIA VALENCIA;
Galicia, Comunidad Autonoma de; Instituto Valenciano de Finanzas;
Madrid, Comunidad Autonoma de; Murcia, Comunidad Autonoma de;
Universities of Valencia; Valencia, Generalitat de. The main
points raised during the discussion were: The systemic risk in
which the issuer operates has materially decreased.

The principal methodology used in rating of Junta de Andalucia,
City of Barcelona, Basque Country, Diputacion Foral de Bizkaia,
Junta de Castilla y Leon, Junta de Comunidades de Castilla-La
Mancha, Generalitat de Catalunya, Junta de Extremadura, Comunidad
Autonoma de Galicia, Comunidad Autonoma de Madrid, Comunidad
Autonoma de Murcia, Generalitat de Valencia was Regional and
Local Governments published in January 2018.

The principal methodology used for CACSA, FERIA VALENCIA,
Instituto Valenciano de Finanzas and Universities of Valencia's
ratings was Rating Transactions Based on the Credit Substitution
Approach: Letter of Credit-backed, Insured and Guaranteed Debts
published in May 2017.


GRUPO ANTOLIN-IRAUSA: Moody's Affirms Ba3 CFR, Outlook Now Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family
rating and the Ba3-PD probability of default rating of Grupo
Antolin-Irausa, S.A. Concurrently, Moody's has also assigned a
Ba3 rating to the EUR250 million of senior secured notes intended
to be issued by Grupo Antolin and affirmed all the instrument
ratings of Grupo Antolin and Grupo Antolin Dutch B.V., including
the existing EUR400 million senior secured notes issued by Grupo
Antolin (due 2024). The rating agency will likely withdraw the
rating for the existing EUR400 million of guaranteed senior
secured notes issued by Grupo Antolin Dutch B.V. (due 2022) once
Grupo Antolin has repaid them using the proceeds of this
transaction. The outlook for all ratings has been changed to
stable from positive.

RATINGS RATIONALE

"The stable outlook reflects the expectation that Grupo Antolin
will gradually improve its financial leverage from high levels in
2017 and meet our expectations for a Ba3 rating," says Matthias
Heck, a Moody's Vice President -- Senior Credit Officer and Lead
Analyst for Grupo Antolin. "The re-financing is supportive
because it reduces the group's interest costs and extends its
debt maturity profile," added Mr. Heck.

Moody's estimates that at the end of 2017, Grupo Antolin's
leverage (as measured by debt / EBITDA, adjusted by Moody's)
increased to 4.2x, from 3.1x at the end of 2016. This is high,
compared to agency's expectations for the current rating of
between 3.5-4x. The increase in 2017 was driven by the disposal
of the group's seating and metal business in 2017 (around 0.3x),
an ongoing challenging operating environment, which required an
increased development cost for new products (0.3x) and shutdown
cost for a facility in Germany (0.2x). Currency effects also
negatively impacted Grupo Antolin's leverage by around 0.2x.

In absence of the negative currency effects, the rating agency
expects that Grupo Antolin's leverage will gradually decline to
below 4x over the next 12-24 months. This reflects Moody's
expectations for low single digit revenue growth broadly stable
operating profits.

On Tuesday April 17, Grupo Antolin announced its intention to re-
finance its existing EUR400 million senior secured notes due 2022
with a combination of new senior secured notes (EUR250 million)
due 2026, a new term loan A (EUR50 million) and a EIB facility
(EUR100 million). Moody's believes the transaction will improve
the company's financial risk profile by reducing its interest
burden and strengthening its liquidity by reducing re-financing
risk. Following the transaction, Grupo Antolin will have no major
debt maturities before 2022.

Moody's considers Grupo Antolin's liquidity profile to be
adequate. At the end of 2017, the company's cash balance was
around EUR334 million and it had full access to its EUR200
million revolving credit facility. Over the next 12-24 months,
the rating agency expects the group will generally generate
positive levels of free cash flow (FCF), despite continued high
capital expenditures in 2018. Moody's expectation for 2018
includes the expected reversal of a one-off tax payment in 2017
(EUR37 million) and the normalization of tooling working capital,
which was unusually high in 2017.

WHAT COULD MOVE THE RATING -- UP/DOWN

Moody's could consider upgrading the ratings of Grupo Antolin can
sustain current metrics for a couple of quarters, namely if
leverage remains sustainably below 3.5x with EBITA margins
comfortably above 6%. An upgrade would also require FCF / debt to
be in the mid-single digit range. Conversely, Moody's could
downgrade the ratings if leverage were to remain above 4x, EBITA
margins were to fall below 4% or with material negative free cash
flow generation.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Headquartered in Burgos/Spain, Grupo Antolin-Irausa, S.A. is a
family owned tier 1 supplier to the automotive industry. It
focuses on the design, development, manufacturing and supply of
components for vehicle interiors, which includes cockpits,
overheads (headliners), door trims, and interior lighting
components. In 2017, revenue amounted to EUR5.0 billion.


===========
T U R K E Y
===========


INANLAR INSAAT: Chairman Wants Bankruptcy Procedures Executed
-------------------------------------------------------------
Ugur Yilmaz at Bloomberg News reports that Inanlar Insaat's
Chairman Serdar Inan is requesting authorities to execute
bankruptcy procedures saying company assets in Turkey easily
recompense its debts.

"I had been accused of being 'Gulenist' and taken under custody
in 2016 but the indictment hasn't been written since then,"
Bloomberg quotes Mr. Inan as saying.  "While I was abroad,
lenders reduced our line of credit, many customers had doubts
because of false claims."



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


BEST WESTERN: Enters Administration, Buyer Sought for Business
--------------------------------------------------------------
Catherine Deshayes at Business Sale reports that Best Western
Plus Samlesbury Hotel, which was voted as one of the best in
Lancashire last year, has called in administrators to oversee
finding the business a new owner.

The company has appointed joint administrators from Manchester
firm Duff and Phelps to advise on next steps, Business Sale
relates.  According to Business Sale, the company's current
owners are reportedly keen to find a new buyer, with business
continuing as much as possible in the meantime.

The company, as cited by Business Sale, said that uncertainty
resulting from Brexit and the pressures of paying the national
living wage at a time when inflation was rising put a great deal
of financial strain on the business.

Joint administrator Matthew Ingram said that these pressures had
come to bare on the leisure industry as a whole, meaning that
many firms in the sector "are facing a bumpy road ahead",
Business Sale relays.


ELLI INVESTMENTS: S&P Suspends 'SD' LT Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings said that it has suspended all its ratings on
U.K.-based health and social care provider Elli Investments Ltd.,
including its 'SD' long-term issuer credit rating on Elli, and
its 'D' issue ratings on the company's GBP350 million senior
secured notes due in 2019, and the GBP175 million senior notes
due in 2020.

The suspension follows the announcement on April 13, 2018, that
Elli's subsidiary Four Seasons Health Care (FSHC) and its largest
bondholder H/2 Capital Partners had agreed on an amendment to the
current standstill and deferral agreement in respect of the
outstanding notes. Mainly, the amendment revises the deadline for
a mutual agreement of the restructuring terms to May 15, 2018,
and it also extends the forbearance period's long-stop date to
July 31, 2018.

S&P might resume the rating process on Elli and its debt
instruments once substantial progress has been made in creditor
negotiations, and there is clarity in respect of the company's
long-term capital structure.


HOUSE OF FRASER: C.banner International Eyes Majority Stake
-----------------------------------------------------------
Ben Woods at The Telegraph reports that the Chinese firm behind
the iconic toy shop Hamleys is looking to seize a majority stake
in department store chain House of Fraser.

According to The Telegraph, C.banner International Holdings has
entered into a memorandum of understanding with House of Fraser
owner Nanjing Xinjiekou Department Store over buying a 51% slice
of the retailer.

House of Fraser is 89% owned by Nanjing, a subsidiary of China's
Sanpower, The Telegraph discloses.

The discussions add to the uncertainty surrounding the struggling
retailer, which is mulling store closures as part of a major
restructuring, The Telegraph notes.

House of Fraser has hired accountancy giant KPMG to help overhaul
the business, and may launch a company voluntary arrangement
(CVA) in a bid hasten its turnaround, The Telegraph relates.

A CVA could lead to a hefty drop in its 59-strong UK store
estate, which employs 6,000 people and about 11,500 concession
staff, The Telegraph states.

In a statement to the Hong Kong Stock Exchange, C.banner, as
cited by The Telegraph, said a potential tie-up could create cost
saving opportunities.

It is understood this could mean House of Fraser sharing back
office functions with other brands in the C.banner group, The
Telegraph relays.


NEPTUNE ENERGY: S&P Assigns Prelim 'BB-' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' long-term
issuer credit rating to U.K.-based oil and gas exploration and
production company Neptune Energy Group Midco Ltd. (Neptune). The
outlook is stable.

S&P said, "We also assigned our preliminary 'BB-' issue rating to
Neptune's proposed $500 million senior unsecured notes. The
preliminary recovery rating of '3' reflects our expectation of
meaningful recovery (50%-70%; rounded estimate: 65%) in the case
of default.

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

The preliminary rating on Neptune reflects the company's 154
thousand barrels of oil equivalent per day (kboepd) production,
which compares favorably with that of similarly rated peers, as
well as some positive geographical diversification. Notably,
Neptune's exposure to emerging market country risk remains
relatively limited, although we note that Algeria represents
about one-quarter of its reserves. However, the reserves base is
declining (in the absence of external growth), and is strongly
weighted toward European gas rather than oil, with gas being of
lower value than oil. Positively, some of the gas production is
oil-linked-priced, leading to about 45% of near-term production
pricing being oil-linked. The financial sponsor ownership is also
a modest constraint on our credit opinion, although S&P note that
the largest owner, CIC, has a longer term investment horizon than
the other two owners.

Neptune was incorporated in mid-2017 to acquire the oil and gas
assets of Engie E&P. These assets are predominantly gas-
producing, which suited the previous owner. The new owners--
namely private equity firms CVC and Carlyle, alongside wholly
state-owned China Investment Corp.--aim at expanding production
and reserves through a more focused approach on existing
countries, with the potential for near-field drilling campaigns
and tie-backs that could increase proved and probable (2P)
reserves. S&P understands that the new owners also aim to use
bolt-on acquisitions to complement organic growth and increase
the overall value of the company, while simultaneously generating
positive free operating cash flows (FOCF). The company has about
542 million barrels of oil equivalent (mmboe) of 2P reserves, and
S&P forecasts earnings before interest, taxes, depreciation,
depletion, amortization and exploration expenses (EBITDAX) of
about $1.7 billion in 2018.

S&P said, "With 2017 production of 154 kboepd and proved (1P)
reserves of 360 mmboe (2P reserves of 542 mmboe), we view Neptune
as a midsize player. About 45% of Neptune's reserves are located
in Norway, where the company currently is in a tax-paying
position. The heavy tax pressure in Norway negatively affects
funds from operations (FFO), but future capital expenditure
(capex) would lead to tax refunds and consequently a lower
effective tax rate. Neptune also has a currently decreasing
reserve base and weak reserve replacement ratios, and therefore a
weaker reserve life of 6.4 years on a 1P basis (9.7 years on a 2P
basis) than its higher rated peers. We anticipate, however, that
the new owners and management will have a different strategy,
with a focus on increasing reserves over time, potentially
leading to an improvement in these metrics.

"We also note that Neptune's asset diversification, growth
projects in Australia, Algeria, and Norway, as well as the
company's very experienced management team, should allow for a
focus on key assets and cost efficiency. These could over time
result in reserve base growth and profitability improvements.
Furthermore, a relatively high share of operated assets provides
more control and therefore a greater opportunity to add value to
the portfolio. The non-operated assets have strong partners with
significant experience. The company also has significant
contingent reserves that have the potential to improve the
reserve profile in coming years. Overall, we assess business risk
as fair, with the potential for a better assessment if Neptune
materially increases 2P reserves.

"The financial risk profile is constrained by our financial
policy assessment. This stems from the ownership by financial
sponsors, which we view as being more aggressive than other types
of investors. However, Neptune's leverage target is to maintain
net debt to EBITDA below 1.5x, which is low for a financial
sponsor-owned company. Furthermore, the dividend policy of paying
out 25%-50% of FOCF should mechanically reduce dividend payouts
if Neptune invests more heavily to improve the reserve base, and
could still generate positive discretionary cash flow (DCF).

"As such, we view the financial risk profile to be relatively
strong for the aggressive category, with FFO to debt at slightly
above 30% on average and DCF to debt only slightly below 10%.
Furthermore, the reserve-based loan (RBL) facility sets out
minimum commodity hedging of forward-looking, post-tax, net
production of 50% for year one, 30% for year two, and 15% for
year three. This may lower profitability when hydrocarbon prices
increase, but it also improves cash flow predictability. This is
especially the case as Neptune has a large share of gas
production, and the price of gas can be somewhat less volatile
than that of oil. In light of these factors, we do not anticipate
that leverage will increase materially over the coming years.

"The stable outlook reflects our view that Neptune's weighted-
average credit metrics will remain commensurate with the
preliminary rating over the next three years, with FFO as a
percentage of debt in the low 30s. Even if the company's capex is
higher or its acquisitions are larger that we anticipate, we
believe the company should be able to maintain FFO to debt at
above 20% and debt to EBITDAX below 4x.

"We could lower the rating in the next 12 months if Neptune was
to deviate from its financial policy and increase leverage to
levels approaching the net debt-to-EBITDAX covenant under the RBL
facility. A major economic shock that lowered demand for natural
gas in Europe and resulted in sustainably lower prices could also
lead us to lower the rating on the back of FFO to debt below 20%
and adjusted debt to EBITDAX above 4x. We view such a scenario to
be rather unlikely however. Decreasing reserves leading to a 1P
reserve life below five years could also lead to a downgrade.

"We could upgrade Neptune in the coming 12 months if the company
meaningfully strengthens its reserves profile through a
combination of organic projects and greater M&A activity that
does not result in a steep increase in debt (such that FFO to
debt remains above 20%) or emerging market exposure. That would
imply a material share of equity financing in such transactions."


WEST BROMWICH: Moody's Hikes Long-Term Deposit Rating to Ba3
------------------------------------------------------------
Moody's Investors Service upgraded West Bromwich Building
Society's (West Brom's) long-term deposit rating to Ba3 from B1
and maintained the positive outlook. In today's rating action,
Moody's also upgraded West Brom's baseline credit assessment
(BCA) and adjusted BCA to ba3 from b1, upgraded the Counterparty
Risk Assessment (CR Assessment) to Baa3(cr)/Prime-3(cr) from
Ba1(cr)/Not Prime(cr), and affirmed the short-term deposit
ratings at Not Prime. Furthermore, the rating on West Brom's
Permanent Interest Bearing Shares (PIBS) was affirmed at Ca(hyb)
on an expected loss basis.

RATINGS RATIONALE

This rating action follows the April 10, 2018 conclusion of West
Brom's liability management exercise (LME), launched on 8 March
2018. Holders of 100% of the Profit Participating Deferred Shares
(PPDS) and 88.15% of the PIBS accepted the exchange and tender
offer, resulting in a modernised capital structure that mainly
consists of Core Capital Deferred Shares (CCDS), which are common
equity Tier 1 (CET1) capital compliant under the European Union
Capital Requirements Regulation (CRR), and GBP22.5 million Tier 2
notes. An aggregate nominal amount of GBP8.9 million PIBS will
remain outstanding.

The upgrade of West Brom's BCA to ba3 reflects that the LME has
removed uncertainty regarding the eligibility of West Brom's CET1
capital, resulting in a good capital position that Moody's
expects will remain stable over the next 12 months. The Society
estimates that its CET1 ratio would have remained at 14.1% if the
LME had been completed on 30 September 2017, its last reporting
date. The upgrade also reflects Moody's expectation that West
Brom's asset quality will continue to improve as their legacy
commercial lending runs off and new prime residential mortgage
lending grows.

The upgrade of West Brom's long-term deposit ratings to Ba3 takes
into account (i) its ba3 BCA; (ii) the results of Moody's
Advanced Loss Given Failure (LGF) analysis; and (iii) a low
probability of government support.

The affirmation of the Ca(hyb) PIBS rating reflects that West
Brom is unlikely to pay interest to the remaining PIBS holders
over the next two years and that the earliest the notes can be
called is 2021.

OUTLOOK

The positive outlook reflects Moody's view that further positive
developments to West Brom's intrinsic credit strength are likely
over the next 12-18 months. Problem loans declined to 5.4% of
gross loans at 31 March 2017 from 7.2% a year earlier, its legacy
commercial exposures are declining, below GBP500 million at 30
September 2017 compared to over GBP1.5 billion in 2008, and its
core owner occupied residential mortgage book is now growing,
with 11% growth during the six months to 30 September 2017. In
January 2018, West Brom also accessed the wholesale funding
market for the first time since 2013, with a GBP350 million
Residential Mortgage-Backed securitisation (RMBS). The RMBS
issuance is credit positive as it demonstrates market access,
although Moody's continues to view West Brom's access to the
unsecured wholesale market as limited.

WHAT COULD CHANGE THE RATINGS UP

West Brom's BCA could be upgraded as a result of (i) continued
improvements in its asset quality metrics; (ii) strengthened
capitalisation; and/or (iii) a track record of stable
profitability, demonstrating a sustainable business model. A
positive change in the Society's BCA would likely lead to an
upgrade of its deposit ratings. West Brom's deposit ratings could
also be upgraded if, after regaining access to unsecured
wholesale markets, the building society were to issue significant
amounts of senior unsecured debt and/or subordinated long-term
debt, reducing Moody's' expected loss-given-failure for
depositors.

The PIBS could be upgraded if West Brom resumes interest payments
or Moody's expects the remaining holders to receive materially
higher value than indicated by the current market price.

WHAT COULD CHANGE THE RATINGS DOWN

West Brom's BCA could be downgraded if the Society's asset
quality or capital position deteriorates. A downward movement in
the BCA of the Society would result in a downgrade to its deposit
ratings. West Brom's deposit ratings could also be downgraded in
response to a reduction in the volume of debt or deposits that
could be bailed in, which would increase loss-given-failure for
depositors.

The probability of default for West Brom's counterparty
obligations may increase if the Society were to grow its balance
sheet without commensurate increases in bail-in-able debt or
deposits. In this event, Moody's may reflect such higher default
risk with a downgrade of the CR Assessment.

LIST OF AFFECTED RATINGS

Issuer: West Bromwich Building Society

Upgrades:

LT Bank Deposits, Upgraded to Ba3 from B1, Outlook remains
Positive

Adjusted Baseline Credit Assessment, Upgraded to ba3 from b1

Baseline Credit Assessment, Upgraded to ba3 from b1

LT Counterparty Risk Assessment, Upgraded to Baa3(cr) from
Ba1(cr)

ST Counterparty Risk Assessment, Upgraded to P-3(cr) from NP(cr)

Affirmations:

ST Bank Deposits, Affirmed NP

Pref. Stock Non-cumulative, Affirmed Ca (hyb)

Outlook Actions:

Outlook, Remains Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in September 2017.



                            *********

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

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

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


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

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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.


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