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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Wednesday, October 10, 2018, Vol. 19, No. 201


                            Headlines


F R A N C E

GETLINK SE: Fitch Rates $EUR550MM Bonds 'BB+', Outlook Stable


G E R M A N Y

THYSSENKRUPP AG: S&P Alters Outlook to Dev. & Affirms BB/B ICRs


I R E L A N D

PHOENIX PARK: Moody's Assigns (P)B2 Rating to Class E Notes
PHOENIX PARK: Fitch Assigns B-(EXP) Rating to Class E-R Debt


I T A L Y

ITALY: On Brink of Banking Crisis as Borrowing Costs Spike


L U X E M B O U R G

ROSSINI ACQUISITION: S&P Assigns Prelim. 'B' ICR, Outlook Stable
ROSSINI SARL: Moody's Assigns B2 CFR, Outlook Stable


R U S S I A

ACCENT PJSC: Bank of Russia Provides Update on Investigation
BANK VORONEZH: Bank of Russia Provides Update on Investigation
BTF-BANK JSC: Put on Provisional Administration, License Revoked
MOSURALBANK JSCB: Bank of Russia Provides Update on Investigation
RUSSKY NATZIONALNY: Bank of Russia Provides Update on Probe


U N I T E D   K I N G D O M

CASTELL PLC 2018-1: Moody's Gives (P)Caa2 Rating to Class F Notes
ENSCO PLC: Moody's Reviews B2 CFR for Downgrade Amid Rowan Deal
SIGNET JEWELERS: Fitch Affirms BB IDR & Alters Outlook to Neg.
TRITON UK: S&P Ups Prelim. Rating on $305MM 1st Lien Loan to B+
VTB CAPITAL: Moody's Extends Review on Ba3 Deposit Ratings


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F R A N C E
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GETLINK SE: Fitch Rates $EUR550MM Bonds 'BB+', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned Getlink S.E.'s bond issuance of EUR550
million a final rating of 'BB+' with a Stable Outlook.

GET is credit-linked to Channel Link Enterprises Finance plc
(CLEF; BBB/Stable), the ring-fenced vehicle secured by Fixed
Link's (FL or Eurotunnel) activities, the fixed railway link
between the UK and France. The 'BB+' rating reflects the
structural subordination of its debt and the refinancing risk
associated with its single bullet debt structure.

KEY RATING DRIVERS

Structural Subordination - Issuer Structure

GET's debt is structurally subordinated to the project-finance
type debt in place at CLEF. There are strong structural
protections under CLEF's issuer-borrower structure, including
lock-up provisions potentially triggering cash sweep and
additional indebtedness clauses subject to ratings tests, which
limits debt push down. These factors drive its rating approach
and explain the two-notch difference between Getlink and the
consolidated profile, largely driven by Eurotunnel core
activities. The key rating drivers for the consolidated profile
are substantially the same as for CLEF.

Single Bullet Debt With Refinancing Risk - Debt Structure:
Midrange

The EUR550 million bond is a five-year fixed rate bullet debt.
Fitch perceives the refinancing risk as high due to the deep
subordination and the use of a single bullet maturity, which is
only partly mitigated by the 12-month debt service reserve
account (DSRA) and a EUR50 million revolving credit facility that
GET intends to set up over the next few months. Lock-up and
incurrence covenants based on the consolidated profile are
creditor-protective features. However, the incurrence covenants
do not prevent the operating companies (Opcos) from raising non-
recourse debt.

PEER GROUP

Fitch compared Getlink's structural subordination with that of
Atlantia (BBB+/Rating Watch Negative (RWN))/ASPI (A-/RWN) and
Heathrow. Atlantia is rated one notch below ASPI, the Opco, as
compared with GET/CLEF, there are fewer structural protections.
For Heathrow, the strong lock-ups at the Opco, together with
limited ability to push down debt due to restrictions on
additional indebtedness lead to a two-notch difference for the
'BBB' rated class B, the junior class within the securitised
structure.

RATING SENSITIVITIES

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

  - Given that Getlink is credit-linked to CLEF, a downgrade of
    CLEF would lead to a downgrade of Getlink.

  - Failure to prefund GET debt well in advance of its maturity
    could be rating negative as could a material increase of debt
    at GET or GET subsidiary levels.

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

  - Any upgrade of CLEF could lead to an upgrade of Getlink.

  - The notching difference with the consolidated credit profile
    might be reduced if after completion, Eleclink generates
    strong and stable cash flow and GET continues to have direct
    and unconditional access to its cash flow generation

ASSET DESCRIPTION AND TRANSACTION SUMMARY

GET serves as the holding company for the three main operating
businesses:

  - Eurotunnel, a leader in exchanges across the English Channel
    through the Channel Tunnel infrastructure;

  - Europorte, a private rail freight operator in France; and

  - Eleclink, an electric transmission line connecting the UK and
    France, currently under construction and expected to be
    operational in early 2020.

The proceeds of GET's bond issuance were used to repay a GBP190
million secured bridge term facility at subsidiary Eurotunnel
Agent Services Limited, finance Eleclink capex and other general
corporate purposes. A 12-month DSRA at the GET level was funded
from existing cash at closure.

Fitch Cases

Fitch analyses the consolidated profile of Getlink, which
includes Eurotunnel cash flows as well as contributions from
Eleclink. The operating assumptions at Eurotunnel have been
derived from its base case and rating case assumptions made for
CLEF. For Eleclink revenue projections, Fitch consulted both the
technical advisor's 2016 and 2017 forecasts, adjusting the latter
to arrive at its base case and, after applying further haircuts,
its rating case. Fitch assumed a EUR600 million issuance that
will be refinanced at maturity with a 20-year annuity-style debt
at stressed interest rates. Final issuance (EUR550 million) was
slightly lower than that assumed under Fitch's cases.

Under the rating case, the consolidated 2023-2043 debt service
coverage ratio (DSCR) averages around 1.4x, slightly below CLEF's
average DSCR until 2050 of 1.5x. The contribution of Eleclink
under Fitch's cases becomes marginal beyond 2030 and less
beneficial to the consolidated DSCR. GET's solid standalone
profile, with net leverage on average below 2.0x over the five
years from 2019 under the rating case, suggests the proposed debt
issuance is moderate compared with GET's expected cash flows from
its subsidiaries.

Parent and Subsidiary Linkage

Fitch notches GET's rating down by two notches from the
consolidated profile, which largely depends on Eurotunnel
performance. Using the Parent Subsidiary Linkage Criteria, Fitch
assesses the linkage between CLEF and Getlink as weaker under the
weak parent/strong subsidiary approach. GET's dependency on
Eurotunnel, underlined by the one-way cross default provision and
GET's covenants tested at the consolidated level, drive the
application of a consolidated approach.



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G E R M A N Y
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THYSSENKRUPP AG: S&P Alters Outlook to Dev. & Affirms BB/B ICRs
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB/B' long- and short-term
issuer credit ratings on Germany-based capital goods and steel
group thyssenkrupp AG. S&P also removed the ratings from
CreditWatch positive, where it had placed them on Sept. 22, 2017,
and it assigned a developing outlook.

S&P said, "At the same time, we affirmed our 'BB' rating on the
group's senior unsecured debt. We revised our recovery rating on
this debt to '3' from '4', indicating that creditors can expect
average (50%-70%; rounded estimate: 50%) recovery in the event of
a payment default.

"The developing outlook reflects our view that the credit
profiles of the two companies created by the planned division of
thyssenkrupp AG -- tk Industrials and tk Materials -- will
fundamentally diverge. According to management, thyssenkrupp
targets achieving an investment-grade rating for tk Industrials
and a speculative-grade rating for tk Materials. Although we
currently do not have information on the capital structures of
the two companies after the spin-off, based on the profiles of
operating activities to be allocated in the two separate
companies, we view this as a realistic scenario."

On Sept. 30, 2018, thyssenkrupp AG announced that the group's
supervisory board had unanimously approved management's plan to
separate the group into two independent companies, which will
both be publicly listed. The separation will be executed by
spinning off tk Industrials from the rest of the group. tk
Materials will hold a minority share of tk Industrials for a
period, after which it will divest the remaining shares in order
to capitalize the company.

tk Industrials will consist of three units, the elevator
business, the automotive supplier business, and core plant
construction. Elevator Technology will remain unchanged in its
current set-up. The current Components Technology will focus on
the automotive business, complemented with systems engineering
for automotive production lines, while forging technologies and
large bearings will be spun-off to Materials. Industrial
Solutions will remain a part of tk Industrials, except Marine
Systems, which will become a part of Materials, together with
thyssenkrupp's steel joint venture (JV) with Tata Steel Europe
and Materials Services, the group's steel trading arm.

New group structure:

tk Industrials

ELEVATOR TECHNOLOGY  COMPONENTS TECHNOLOGY  INDUSTRIAL SOLUTIONS
Elevators             Chassis                Chemical plants
Escalators            Powertrain             Cement  plants
Services              Automotive assembly    Mining equipment
                        lines                 Services

tk Materials
STEEL JV      MATERIALS SERVICES   MARINE SYSTEMS INDUSTRIES
Joint venture Warehousing/Services Non-nuclear    Forged
    with Tata  Trading               submarines     technologies
               Stainless steel      Naval-surface  Bearings
                production (AST)     vessels

According to thyssenkrupp, the future tk Industrials contributed
EUR16 billion of sales and EUR1.2 billion of group adjusted EBIT
in 2017, while the future tk Materials posted EUR18 billion of
sales with adjusted EBIT of EUR550 million.

In S&P's view, the business risk profile of tk Industrials, a
capital goods and engineering company after the spin-off, would
be significantly stronger than tk Materials, because of higher
operating margins and expected less volatile cash flows. This in
particular is supported by the strong and stable Elevator
Technology segment, contributing a large share of the company's
recurring profitability and cash flow (54% of group adjusted EBIT
in 2017, with an adjusted EBIT margin of 12% and sales of EUR7.7
billion). S&P views the Components Technology segment as a weaker
business than elevators, but benefitting from its proven
technology and position as a global automotive supplier focusing
on solutions, which are not affected by the automotive industry's
shift away from combustion engines, as crankshafts will be spun-
off into tk Materials. The Industrial Solutions segment remains a
project-driven business with currently low margins (2017 adjusted
EBIT margin of 2% including Marine Systems) and a volatile cash
flow pattern, and in S&P's view is the weakest of tk Industrials'
segments. Overall, S&P thinks the business risk profile of tk
Industrials would be no weaker than the current business risk
profile of the group, at satisfactory, despite the loss of scale
and diversification.

The other company, tk Materials, will combine steel and stainless
steel production, materials trading, and steel-related
processing. Independent of the future capital structure, credit
quality in S&P's view will be significantly lower than tk
Industrials, due to cyclical end markets, in particular steel and
defense, and expected volatile cash flows. With annual revenues
of approximately EUR17 billion, the steel JV will be the second-
largest European steel producer after ArcelorMittal (BBB-
/Stable/A-3). S&P expects the JV transaction to close in 2019,
which will deconsolidate about EUR4 billion of liabilities, about
EUR3.6 billion related to pensions, on a nonrecourse basis. tk
Materials will be able to access cash flows generated by steel
activities only through dividends from the JV, which S&P views as
negative in terms of future debt servicing capacity.

The detail on the capital structures and financial profiles of
the two companies will be planned in the course of the process of
separating the two companies. Management expects the separation
to result in significant one-off costs, most notably an
extraordinary tax burden of approximately EUR1 billion because of
the spin-off. Remaining pension liabilities of about EUR4.2
billion after the closing of the JV, of which about EUR1.6
billion relates to Industrials and about EUR2.6 billion to
Materials, will be split accordingly.

S&P said, "The developing outlook on thyssenkrupp AG reflects our
view that the credit profiles of the two independent companies to
be created, tk Industrials and tk Materials, will diverge. We
view the business composition of tk Industrials as significantly
stronger than that of tk Materials."

This is supported by tk Industrials' less volatile capital goods
and engineering related activities, in particular Elevators with
the highest profitability of the group's current businesses and
long-term service contracts providing recurring cash flow. The
activities to be bundled in tk Materials have significantly less
attractive end markets and demand patterns, including steel
overcapacity and cyclicality and marine systems' dependency on
large nonrecurring orders.

The group in its current form is performing in line with its
rating, and we do not expect this to change over the next 12-18
months. For the current rating, S&P expects no major operational
set-backs, profitability to remain at its current level, and the
credit ratios not to weaken.

As of October 8, 2018, no detail is available about the capital
structure, strategy, management and governance, or exact impact
of the spin-off on business targets of either tk Industrials or
tk Materials. S&P will assess the full impact on business and
financial profiles of the companies as these details emerge.
Until then, it is unlikely to revise the outlook or take a
positive or negative rating action.



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I R E L A N D
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PHOENIX PARK: Moody's Assigns (P)B2 Rating to Class E Notes
-----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued
by Phoenix Park CLO Designated Activity Company:

EUR1,600,000 Class X Senior Secured Floating Rate Notes due 2031,
Assigned (P)Aaa (sf)

EUR240,000,000 Class A-1A Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR7,000,000 Class A-1B Senior Secured Floating Rate Notes due
2031, Assigned (P)Aaa (sf)

EUR17,000,000 Class A-2A1 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR15,000,000 Class A-2A2 Senior Secured Floating Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR10,000,000 Class A-2B Senior Secured Fixed Rate Notes due
2031, Assigned (P)Aa2 (sf)

EUR9,000,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR15,000,000 Class B-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)A2 (sf)

EUR26,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Baa3 (sf)

EUR20,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)Ba3 (sf)

EUR11,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

Moody's provisional ratings of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager Blackstone / GSO
Debt Funds Management Europe Limited has sufficient experience
and operational capacity and is capable of managing this CLO.

The Issuer will issue the refinancing notes in connection with
the refinancing of the following classes of notes: Class A-1
Notes, Class A-2 Notes, Class B Notes, which were refinanced in
January 2017 and Class C Notes, Class D Notes and Class E Notes
due 2027, previously issued on July 24, 2014. On the refinancing
date, the Issuer will use the proceeds from the issuance of the
refinancing notes to redeem in full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR 45.25
million of subordinated notes, which will remain outstanding. The
terms and conditions of the subordinated notes will be amended in
accordance with the refinancing notes' conditions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1A Notes.
The Class X Notes amortise by 12.5% or EUR 200,000 over the first
8 payment dates, starting on the 1st payment date.

Interest and principal payments due to the Class A-1B Notes are
subordinated to interest and principal payments due to the Class
X Notes and the Class A-1A Notes.

As part of this reset, the Issuer has set the reinvestment period
to 4.5 years and the weighted average life to 8.5 years. In
addition, the Issuer will amend the base matrix and modifiers
that Moody's will take into account for the assignment of the
definitive ratings.

The Issuer is a managed cash flow CLO. At least 96% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 4.0% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be approximately
99.5% ramped as of the closing date. The issuer will apply
approximately EUR 2.2 million of proceeds from the issuance of
refinancing notes to the purchase of additional collateral
obligations in order to fully ramp-up the portfolio to the target
par amount.

Blackstone / GSO will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 4.5-year
reinvestment period. Thereafter, purchases are permitted using
principal proceeds from unscheduled principal payments and
proceeds from sale of credit risk obligations, and are subject to
certain restrictions.

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

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

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

Target Par Amount: EUR 400,000,000

Defaulted Par: EUR 0 as of September 20, 2018

Diversity Score: 42

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.


PHOENIX PARK: Fitch Assigns B-(EXP) Rating to Class E-R Debt
------------------------------------------------------------
Fitch Ratings has assigned Phoenix Park CLO DAC expected ratings,
as follows:

Class X: 'AAA(EXP)sf'; Outlook Stable

Class A-1A-R-R: 'AAA(EXP)sf'; Outlook Stable

Class A-1B-R-R: 'AAA(EXP)sf'; Outlook Stable

Class A-2A1-R-R: 'AA(EXP)sf'; Outlook Stable

Class A-2A2-R-R: 'AA(EXP)sf'; Outlook Stable

Class A-2B-R-R: 'AA(EXP)sf'; Outlook Stable

Class B-1-R-R: 'A(EXP)sf'; Outlook Stable

Class B-2-R-R: 'A(EXP)sf'; Outlook Stable

Class C-R: 'BBB-(EXP)sf'; Outlook Stable

Class D-R: 'BB(EXP)sf'; Outlook Stable

Class E-R: 'B-(EXP)sf'; Outlook Stable

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

Phoenix Park CLO DAC is a securitisation of mainly senior secured
loans (at least 96%) with a component of senior unsecured,
mezzanine, and second-lien loans. Net proceeds from the notes are
being used to redeem the old notes (excluding subordinated
notes), with a new identified portfolio comprising the existing
portfolio, as modified by sales and purchases conducted by the
manager. A total expected note balance of EUR418.65 million will
be used to fund a portfolio with a target par of EUR400 million.

The portfolio will be actively managed by Blackstone/GSO Debt
Europe Limited. The CLO envisages a further 4.5year reinvestment
period and an 8.5-year weighted average life (WAL).

The transaction is currently below target par, prior to the
refinancing of the notes. There is no effective date rating event
language in the refinancing offering circular. The assignment of
final ratings will therefore be contingent on the aggregate
collateral balance including cash being at or above target par
and all portfolio profile tests, collateral quality tests and
overcollateralisation tests being satisfied on the closing date.
Otherwise Fitch may assign final ratings below the expected
ratings.

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
current portfolio is 31.39.

High Recovery Expectations

At least 96% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate of the current
portfolio is 66.14%.

Diversified Asset Portfolio

The covenanted maximum exposure to the top 10 obligors for
assigning the expected ratings is 20% of the portfolio balance.
The transaction also includes limits on maximum industry exposure
based on Fitch's industry definitions. The maximum exposure to
the three largest Fitch-defined industries in the portfolio is
covenanted at 40%. These covenants ensure that the asset
portfolio will not be exposed to excessive concentration.

Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines. The modelled waterfall has been standardised so that
both interest and deferred interest for a given class are paid
prior to the corresponding coverage test. This differs slightly
from the transaction waterfall where deferred interests are paid
after the corresponding coverage test. However, the waterfall
difference was found to be immaterial.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests.

RATING SENSITIVITIES

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

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other
Nationally Recognised Statistical Rating Organisations and/or
European Securities and Markets Authority-registered rating
agencies. Fitch has relied on the practices of the relevant
groups within Fitch and/or other rating agencies to assess the
asset portfolio information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


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I T A L Y
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ITALY: On Brink of Banking Crisis as Borrowing Costs Spike
-----------------------------------------------------------
Ambrose Evans-Pritchard at The Telegraph reports that Italy is on
the brink of a dangerous banking crisis as the red-blooded
showdown between Brussels and Rome pushes the country's borrowing
costs to a five-year high.

According to The Telegraph, yields on Italy's 10-year debt spiked
to 3.62% after the Lega strongman and vice-premier,
Matteo Salvini, vowed to sweep away the existing European order.
He called Jean-Claude Juncker and his Commission aides "enemies
of Europe barricaded inside their Brussels bunker", The Telegraph
discloses.

The furious outburst followed the leak of a stern letter from the
Commission rejecting the deficit spending plans of the insurgent
Lega-Five Star government, and more or less ordering Rome to go
back to the drawing board, The Telegraph relates.



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L U X E M B O U R G
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ROSSINI ACQUISITION: S&P Assigns Prelim. 'B' ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Rossini Acquisition Sarl (Rossini), a holding
company above Italy-based pharmaceutical company Recordati SpA.
The outlook is stable.

S&P said, "We also assigned a preliminary 'B' issue rating and
'4' recovery rating to the EUR1,280 million senior secured notes
due 2025 (in a combination of floating rate notes and fixed rate
notes) issued by Rossini Sarl. The capital structure also
includes a super senior revolving credit facility (RCF) of EUR250
million due 2025, assumed undrawn at closing.

"The final ratings will be subject to the successful closing of
the proposed issuance and 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 the final debt amounts and the
terms of the final documentation depart from the materials we
have already reviewed, or if we do not receive the final
documentation, we reserve the right to withdraw or revise our
ratings.

"Our preliminary rating on Rossini follows CVC Capital Partners'
and co-investors' announced acquisition of FIMEI SpA, the holding
company that controls a 53.3% interest in Recordati. The
remaining shares are publically listed on the Milan Stock
Exchange."

Recordati is dedicated to the development, manufacturing, and
marketing of pharmaceuticals for specialty and primary care, as
well as orphan drugs for the treatment of rare and ultra-rare
disease. Recordati is focused in two key segments: specialty
pharma and primary care (84% revenues and 77% of EBITDA in
financial year 2017, which includes over-the-counter [OTC]
products); and rare disease (16% of revenues and 23% of EBITDA).

For financial year (FY) 2017, the group generated reported
revenues of about EUR1.29 billion (EUR1.15 billion in FY2016) and
reported EBITDA of about EUR454.7 million (EUR365.4 million in
FY2016). The group's EBITDA margin improved to about 35.3% (from
31.7% in FY2016).

S&P's business risk profile reflects Recordati's well-diversified
portfolio of products in different therapeutic areas, such as
cardiovascular (which generated about 28% of total 2017
revenues); gastro and metabolic (about 15%); and urology (10%).
These are considered niche categories that do not attract as much
interest from big pharmaceuticals. Recordati's orphan drugs
portfolio comprises 10 products, mainly in the metabolic
disorders therapeutic area. Recordati enjoys a fully vertically
integrated business model from API to finished products, ensuring
cost competitiveness and high product quality. This model drives
margins and protects the supply chain because about 60% of the
group's net revenue is derived from internally sourced and
manufactured products.

S&P said, "Despite Recordati's limited size compared with big
pharma companies like Pfizer, Roche, and Sanofi, we take a
positive view of the group's global footprint. Its products are
approximately in 140 markets, both directly through its on-the-
ground sales force and through distribution agreements. The
company operates principally in Western Europe (the source of
about 54% of 2017 total revenue), where its main market of Italy
accounts for 20% of total revenue. The next largest single
markets are France and Germany (10% of 2017 total revenue) and
the U.S. (9%, limited to orphan drugs products only). We also
take into account Recordati's good exposure to emerging markets,
including Russia, Turkey, and other Central and Eastern European
countries.

"We view the European generics market as fragmented and price-
competitive, with growth trends driven by volume rather than
pricing, as governments are carefully reviewing health care
spending. We expect the market to grow at a compound annual rate
of about 4% in 2017-2022, fueled by new molecule launches and low
price erosion." It also benefits from aging populations and an
increasing prevalence of chronic diseases, amid a stable
regulatory environment.

S&P said, "Specifically in the off-patent branded industry, we
anticipate more acquisition opportunities given the growing
number of drugs with patents expiring in 2018-2022. However,
there is some uncertainty about the price of these off-patent
drugs given the increase in competition in that space. We expect
global orphan drugs market sales to grow by double digits in the
next few years, reaching above $200 billion by 2022." Orphan
drugs have some advantages over prescription drugs, in terms of
development (estimated at under five years from Phase II compared
with six-to-eight years for prescription drugs), approval time
(about 11 months compared with about 16.5 months for
prescriptions), and approval success. Additionally, the orphan
drugs have a faster initial uptake due to large unmet need, and
though they are slower to reach peak sales (generally there are
fewer sales resources and it is more difficult to capture the
full patient population), the orphan drugs category is also
slower to decrease in sales due to lower generic pressure. Growth
prospects reflect the large number of unmet diseases, as only
about 500 treatments exist for more than 6,800 rare diseases that
have been identified. The new products in this category are often
more effective than existing products, have lower competition
given the small spectrum of cases, and present a relatively low
burden to payors given that they remain small in relation to
total health care spending.

S&P said, "Our assessment of Recordati's business risk profile is
constrained by the maturity of its product portfolio, mainly in
the specialty and primary care division. Only 10% of revenues are
protected by patents or regulatory exclusivity. Positively, this
means that the "patent cliff" is only a risk for a limited
proportion of Recordati's sales, the affected drugs being Urorec
(for treating prostatic hyperplasia) expiring in 2020 (patented
in Europe until 2018, with clinical data exclusivity until 2020)
and Livazo (for hypercholesterolaemia) expiring in 2021. We
expect the resulting decline in sales will likely be partially
offset by the launch of new products such as Reagila in a new
therapeutic area, schizophrenia, together with Fortacin and
notably Seloken (in the cardiovascular area, following an
acquisition Recordati made in mid-2017)."

Growth will also come from the expansion of existing products in
new markets. The orphan drugs portfolio currently features 10
treatments for rare and hard-to-treat diseases. For this
division, Recordati develops products in-house and acquires them
at a late stage, where some clinical evidence already exists that
can limit the possible failure in the development process. In
this division, growth will be fueled by the launch of Cystadrops
(for nephropathic cystinosis), the U.S. launch of Carbaglu, and
the acquisition of the marketing rights in North America for
Cystadane. The underlying market for orphan drugs has great
potential and Recordati has been able to create a track record in
developing new products and building good relationships with
patients associations and leading clinicians, providing a unique
global platform able to sell and market rare disease products
around the world.

The OTC division also provides stability to the business. Growth
in this division will partially derive from three new products
Recordati has bought from Bayer's consumer health division for
the French market: Transipeg, TransipegLIB (both macrogol-based
laxatives for the treatment of symptomatic constipation in
adults), and Colopeg, which is a large volume bowel cleanser
indicated in preparation for endoscopic exploration.

In the specialty and primary care division, Recordati's strategy
is to focus mainly on manufacturing and marketing products
licensed from third parties or bought via mergers or
acquisitions. In S&P's view, this allows the group to be less
capital-intensive than competitors as it requires less in-house
research and development (R&D). This will bolster profitability
but still requires the company to cover the licensing and royalty
costs.

Recordati has a good reputation in the pharma industry, which
enables it to in-license products thanks to its well-developed
distribution platform and geographical reach. That said, this
model limits the group's growth, which in S&P's view is too
closely linked to the successful identification of acquisition
targets among third-party products. This exposes the group to a
potential lack of targets in the market or expensive acquisitions
with a long payback period.

S&P said, "We understand that internal R&D is mostly utilized for
the development of the orphan drugs division. In our view,
Recordati's R&D investment is currently below market average; its
R&D ratio is low compared with peers (8% of revenues in 2017). As
a result, the pipeline in this division is not strong."

Although company growth depends to an extent on externally
sourced products, Recordati has demonstrated a track record in
delivering organic growth and increasing profitability every
year. Its reported EBITDA margin was 35.3% in FY2017. Margin
growth is related to top-line growth, which is fueled primarily
by Urorec and Livazo, the orphan drugs division, and successful
in-licensing and acquisition activities. The group is well-
diversified geographically, with no country accounting for more
than about 20% of total revenues, no major concentration in one
therapeutic area (the top exposure, cardiovascular, represents
28% of total revenues), and no single products that represent
more than 10% of revenues (Zanidip generates 9%).

The main strengths of the business are its established track
record in in-licensing products (27% of total products are
licensed, by revenue in 2017; the rest are owned), careful
selection of targets that suit the current portfolio, and its
growth potential. The latter will come from expanding current
products in new markets. The company can use its good
relationships with the big pharma companies that are willing to
collaborate with a reliable partner such as Recordati. The
biggest cost for the company is staff; they are crucial to the
business model -- particularly the sales force.

S&P said, "Our highly leveraged assessment of the financial risk
profile reflects Rossini Acquisition's 100% ownership by
financial sponsor CVC Capital Partners and co-investors. It also
reflects the fact that CVC and co-investors will have 53.3% (net
of treasury shares held by Recordati as of June 30, 2018)
ownership of Recordati (through Rossini and Rossini Sarl) after
acquiring FIMEI, giving the private equity fund full control of
Recordati,its dividend policy, and therefore access to 53.3% of
dividends. Ownership on a fully diluted basis is approximately
51.8% as of June 2018. We expect Rossini to post an S&P Global
Ratings-adjusted ratio of funds from operations (FFO) to debt of
about 6.5% and FFO cash interest coverage (including a dividend
to minorities as a fixed charge) slightly below 2x over 2019-
2020.

"We treat the dividend to minorities as interest costs because we
consider that it could be replaced by interest expenses in the
event that Rossini increases its equity stake in Recordati with a
debt-funded transaction. That said, we consider this scenario to
be unlikely; given the current share price of about EUR30 per
share, the mandatory tender offer would likely be set at EUR28
per share.

"We expect Rossini to generate discretionary cash flow above
EUR120 million in 2018 and EUR140 million-EUR150 million
thereafter (after payment of interests and dividends to
minorities). The rating is also supported by Recordati's healthy
free operating cash flow (FOCF) generation, which we expect to be
above EUR300 million in 2019. It will support Recordati's ability
to distribute enough dividends to Rossini (53.3% of total
dividend) to ultimately fund Rossini's interest obligation."

According to S&P's forecasts, Recordati will distribute dividends
of 65%-70% of its net income in line with the historical trend.
S&P's base case assumes:

-- S&P Global Ratings-adjusted EBITDA of EUR475 million-EUR480
    million in 2018 and about EUR500 million-EUR505 million in
    2019.

-- Recordati will be able to expand its profitability metrics,
    supported by high-margin generation, new launches, cost-
     efficiency initiatives, and the expansion of existing
     products in new geographies.

-- Annual capital expenditure (capex) of about EUR30 million
    over the next two years.

-- No annual acquisitions assumed.

-- No dividends payments from Rossini to its shareholders.

-- No shareholder loans in the capital structure as S&P assumes
    that the equity injection from CVC to finance the acquisition
    is common equity.

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

-- Adjusted FFO to debt of 6.5%-7.0% in 2019 and 2020.

-- Adjusted FFO cash interest coverage ratio slightly below 2.0x
    in 2019-2020.

-- Adjusted FOCF generation at the Rossini level comfortably
    above EUR150 million-EUR160 million in 2019-2020.

S&P said, "The stable outlook reflects our view that the
performance of Rossini's operating subsidiary Recordati should be
resilient and the company will be able to generate a stable
reported EBITDA margin of about 37.5% during the next 12 months.
In our view, the company's EBITDA margin should be supported by a
more favorable product mix, offsetting some price pressures in
the industry. Under our base-case scenario, we assume that the
company will have a weighted-average adjusted FFO-to-debt ratio
of about 6.5% over 2019-2020 and FFO cash interest coverage of
about 2.0x in 2019-2020.

"We could lower the rating if Rossini's FFO cash interest
coverage falls below 1.5x. This could happen if Recordati
suffered an operational setback affecting its top-line or
profitability, possibly the result of an unexpected tightening of
reimbursement terms, or increasing product competition reducing
the company's ability to replace declining revenues with newly
acquired licenses. We could also consider a negative rating
action if FOCF at the Recordati level deteriorates beyond our
expectations, affecting its ability to pay dividends to Rossini.

"We could consider an upgrade if the company demonstrates a sound
track record of adjusted FFO to debt consistently above 12% and
FFO cash interest above 2.0x on a sustained basis. Prospects for
a higher rating would be supported by Recordati improving its
profitability above the market average (40%) due to successfully
replenishing its pipeline after the expiry of patents."


ROSSINI SARL: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating and a B2-PD probability of default rating to Rossini S.a
r.l., a new entity formed for the purpose of acquiring an
indirect majority ownership in Recordati S.p.A., one of the
largest Italian pharmaceutical companies. Concurrently, Moody's
has assigned B3 rating to the proposed EUR1.28 billion senior
secured notes due 2025 to be issued by Rossini. The outlook on
all ratings is stable.

"The B2 rating assigned to Rossini reflects the fact that
Recordati's standalone strong business and financial profiles are
offset by Rossini's additional indebtedness and the fact that
Rossini's capacity to serve its debt will rely on dividends paid
by Recordati which will be owned at only 51.8% (or 53.3% net of
treasury shares)", says Paolo Leschiutta, Senior Vice President
at Moody's and lead analyst for Rossini. "Rossini's B2 rating is
today weakly positioned in light of its high financial leverage,
which Moody's expects will reduce over the 12 to 18 months
following the completion of the acquisition, and the fact that
outside of the restricted group there is substantial additional
debt which is not included in the rating agency's debt
calculation but will pay a 2% cash coupons and represents an
additional potential liabilities for Rossini", added Mr.
Leschiutta.

On June 29, 2018, a consortium of funds led by CVC agreed to
acquire FIMEI S.p.A. from the Recordati family for a total
consideration of EUR3.03 billion. FIMEI is the holding company
that controls a 51.8% interest in Recordati S.p.A. (53.3%
excluding treasury shares which are not entitled to receive
dividend payments). The remaining 46.7% of Recordati is currently
floating on the Italian stock market. As part of the
consideration, the Recordati family will receive a EUR750 million
deferred and structurally subordinated long term security which
will be located outside of the restricted group (DP notes). The
transaction is expected to close towards the end of 2018. i.e.
after the proposed bond issuance, as it remains subject to
antitrust approvals. Pending approval of the transaction, note
issuance proceeds will be deposited in an escrow account.

Along with the deferred payment, the transaction will be financed
with a mix of fixed and floating senior secured notes for a total
of EUR1.28 billion with a 7-year tenor. Following the completion
date, Rossini will have to make a mandatory tender offer (MTO) on
the remaining shares of Recordati. Depending on the acceptance
rate of the MTO the company's financial debt will increase in
order to finance the higher stake in Recordati. The financing of
the potential additional stake is secured by bridge loans.

RATINGS RATIONALE

Rossini's B2 CFR reflects (1) the strong business profile of
Recordati; (2) Moody's understanding that, following regulatory
approval, Rossini will gain and maintain control of Recordati
following the acquisition of FIMEI S.p.A., which currently owns
51.8% of Recordati; (3) Moody's expectations that Rossini's
initial proportionally consolidated financial leverage, measured
as Moody's adjusted gross debt to EBITDA, will peak at 6.5x pro-
forma at the end of 2018, with potential for deleveraging over
the subsequent 12 to 18 months; and (4) Moody's expectations that
Rossini's proportionally consolidated financial leverage would
not change as a result of the company's MTO on the remaining
stake of Recordati except in a scenario where the MTO would lead
to a delisting of Recordati. In such case, Moody's would assess
the financial implications of a change in the consolidated
financial leverage with a view to assessing whether the assigned
B2 rating is still appropriate.

Rossini's rating is currently weakly positioned in its rating
category mainly because of the following factors: (1) under the
base case scenario, Rossini's ownership of Recordati might be
limited to a 51.8% stake which provides only for a narrow
majority and the servicing of its debt will rely solely on
Rossini's ability to control Recordati's dividend policy; (2)
uncertainties related to the outcome of the MTO process and the
potential need to finance a higher stake in Recordati; and (3) a
relatively large amount of debt sitting outside of the restricted
group (the DP notes) which provide for a 2% cash coupon payment.
Resolution of the MTO process and gradual reduction in financial
leverage would strengthen the rating positioning and compensate
to some extent for the presence of the DP notes.

Recordati's business profile is supported by a good product and
geographic diversification across Europe, sound presence in the
Rare Diseases business and strong track record in growing over
the years while improving operating margins and free cash flow
generation. These qualities compensate for the modest size of the
company compared to much larger peers and an overall weak product
pipeline in line with Recordati's strategy to focus on
partnerships and in license agreements. Recordati's increased
focus on orphan drugs is considered a strength in view of the
favorable fundamentals that exist for this segment. Moreover,
Recordati has successfully managed historical patent expirations
with only limited impact on revenues and profits. Having said
that, many of the areas in which Recordati operates are heavily
genericised and the company's products continue to thrive partly
due to brand recognition. Regulatory changes stimulating further
generics penetration in such markets remain a longer term threat.

Moody's expects Rossini's proportionally consolidated financial
leverage to be around 6.5x at the end of 2018 on a pro-forma
basis, including an adjusted financial leverage of around 1.5x at
Recordati. This initial proportionally consolidated leverage of
Rossini is deemed to be high and not commensurate with Moody's
expectations for a B2 rating given the additional complexities
mentioned. Therefore the rating assumes a gradual reduction in
leverage over the 12 to 18 months following year end 2018. The
rating agency also expects Recordati to maintain a financial
leverage in line with historic levels, noting that the 1.6x at
the end of 2017 was inflated by the timing of the Seloken
acquisition, which contributed for only six months in terms of
EBITDA. Overall Moody's believes that the proportionally
consolidated leverage currently offers very limited headroom for
further debt financed acquisitions.

LIQUIDITY

Pro forma for the CVC acquisition, Moody's expects the company's
liquidity to remain good over the next 12-18 months. The
company's liquidity is supported by cash at closing of around
EUR230 million at Recordati level and expectation that Recordati
will maintain a solid free cash flow generation on an ongoing
basis. Rossini's share of dividends from Recordati is expected to
adequately cover the cost to service its debt, including a minor
dividend paid to its parent company to serve the DP notes, and
result in a cash build up over time. Rossini's liquidity is
further enhanced by access to a fully undrawn EUR250 million
revolving credit facility, available at Rossini level which could
be used to service debt, in case of lower dividends.

Both the revolver and Recordati's existing financial indebtedness
of ca EUR708.9 million include financial covenants under which
Moody's expects the company to maintain ample headroom. The
company has also put in place adequate bridge financing to cover
for any significant uptake of the MTO.

STRUCTURAL CONSIDERATIONS

The senior secured rating of B3 assigned to Rossini's proposed
EUR1.28 billion notes issuance, one notch below the corporate
family rating, reflects the presence of around EUR708.9 million
of existing debt, as of June 2018, at Recordati S.p.A. level, the
main operating company of the group. This debt, which will remain
in place, will rank ahead of the new proposed notes as the latter
will not benefit from an explicit guarantee from Recordati S.p.A.
An increase in the amount of debt at Recordati S.p.A. level,
including an increase in trade payables, would worsen the
structural subordination of Rossini's senior notes and could
result in a widening of the notching between Rossini's CFR and
the rating assigned to the notes.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Recordati
will continue to grow pursuing a prudent M&A and in-licensing
strategy replacing declining revenues from existing portfolio
with new products. The rating and outlook also assume that the
group's proportionally consolidated financial leverage will not
be affected by the mandatory tender offer (MTO) process and that
it will gradually reduce over the 12 to 18 months following the
completion of the acquisition.

WHAT COULD CHANGE THE RATING UP/DOWN

Removal of the uncertainties related to the MTO process, a
prudent financial policy, and operating performance in line with
recent years with steady free cash flow generation and stable
financial leverage at Recordati level would create positive
pressure on the rating. Before an upgrade, however, Rossini's
proportionally consolidated financial leverage, measured as
Moody's adjusted gross debt to EBITDA, would need to trend
towards 5.0x. A higher stake in Recordati S.p.A. would also
support a stronger credit.

Negative rating pressure could result from a weakening in
Recordati's operating performance signaled by declining revenues
and profitability and deterioration in its free cash flow
generation; or in case Rossini fails to secure and maintain
control of Recordati's dividend policy. A proportionally
consolidated financial leverage sustainably above 6.0x, or a more
aggressive financial policy with specific reference to an
increase in dividend payments outside of the restricted group
which would result in a prolonged deterioration in the company's
financial leverage could result in immediate rating pressure.
Moody's cautions that a change in the company's capital structure
as a result of an increase in ownership stake causing a higher
leverage could create negative pressure on the rating or the
outlook. Finally, incremental debt at Recordati S.p.A. level
could result in further notching of Rossini's bond as structural
subordination would worsen.

The principal methodology used in these ratings was
Pharmaceutical Industry published in June 2017.

Following regulatory approvals of the acquisition, Rossini
S.a r.l will become the holding company of Recordati S.p.A. which
is one of the largest Italian pharmaceutical companies with a
focus on European markets (73.3% of 2017 Revenues) and a growing
presence in international markets, including the USA (8.8% of
revenues). Recordati specializes in four key therapeutic areas
with an international presence, including Cardiovascular,
Gastrointestinal and Metabolism, Urology and the treatment of
Rare diseases. On top of these activities which represented
around 70% of group revenues, the group also produces and
distributes Over-The-Counter (OTC) products and operates in a
number of minor therapeutic areas with mainly local brands and
products.

As of fiscal year ended December 31, 2017, the group generated
EUR1.29 billion of revenues and EUR455 million of EBITDA. During
the first six months to June 2018, revenues and EBITDA stood at
EUR696 million and EUR260 million respectively.



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


ACCENT PJSC: Bank of Russia Provides Update on Investigation
------------------------------------------------------------
The provisional administration to manage PJSC JSCB Accent
(hereinafter, the Bank) appointed by virtue of Bank of Russia
Order No. OD-1250, dated May 18, 2018, following the banking
license revocation, in the course of the inspection of the Bank's
financial standing established that the Bank's management
conducted operations to divert funds through purchasing
overvalued securities, according to the press service of the
Central Bank of Russia.

On September 4, 2018, the Arbitration Court of the Orenburg
Region recognized the Bank as insolvent (bankrupt).  The State
Corporation Deposit Insurance Agency was appointed as a receiver.

The Bank of Russia submitted the information on the financial
transactions bearing the evidence of criminal offence conducted
by the Bank's executives to the Prosecutor General's Office of
the Russian Federation, the Ministry of Internal Affairs of the
Russian Federation and the Investigative Committee of the Russian
Federation for consideration and procedural decision making.


BANK VORONEZH: Bank of Russia Provides Update on Investigation
--------------------------------------------------------------
The provisional administration to manage the credit institution
JSC Bank Voronezh (hereinafter, the Bank) appointed by Bank of
Russia Order No. OD-1481, dated June 15, 2018, following banking
license revocation, in the course of the inspection of the Bank's
financial standing identified operations by the Bank executives
to divert assets through replacement of highly liquid assets with
non-liquid securities issued by a non-resident and outstanding
loans of legal entities with dubious creditworthiness, resulting
in over RUR1.5 billion of damage incurred by the Bank, according
to the press service of the Central Bank of Russia.

The provisional administration estimates the value of the Bank's
assets to be no more than RUR1.4 billion, whereas its liabilities
to creditors stand at RUR5.1 billion.

On August 30, 2018, the Arbitration Court of the Voronezh Region
recognized the Bank as insolvent (bankrupt).  The state
corporation Deposit Insurance Agency was appointed as a receiver.

The Bank of Russia submitted the information on the financial
transactions bearing the evidence of criminal offence conducted
by the Bank's executives to the Prosecutor General's Office of
the Russian Federation, the Ministry of Internal Affairs of the
Russian Federation and the Investigative Committee of the Russian
Federation for consideration and procedural decision making.


BTF-BANK JSC: Put on Provisional Administration, License Revoked
----------------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-2533, dated
September 28, 2018, revoked the banking license of Moscow-based
credit institution JOINT-STOCK COMPANY COMMERCIAL BANK TRADE
FINANCE BANK or JSC CB BTF-Bank (Registration No. 1982).

According to its financial statements, as of September 1, 2018,
the credit institution ranked 292th by assets in the Russian
banking system.

The business model of JSC CB BTF-Bank was largely designed to
serve the interests of its shareholders and affiliated persons.
Outstanding loans to companies explicitly or implicitly related
to the ultimate beneficiaries of this credit institution
accounted for about 45% of the credit portfolio.  Lending to the
said borrowers led to a large volume of impaired assets
accumulated on the bank's balance sheet, including overvalued
real estate.  The due recognition of the value of real estate
belonging to JSC CB BTF-Bank conducted at the regulator's request
led to significant deterioration in the credit institution's
indicators, suggesting the need for action to prevent its
insolvency (bankruptcy) and, consequently, a real threat to
creditors' and depositors' interests.  Moreover, the bank
conducted opaque operations on a regular basis to conceal the
actual amount of risks assumed and comply with prudential
requirements in a formal way.

The Bank of Russia repeatedly (6 times over the last 12 months)
applied supervisory measures against JSC CB BTF-Bank, including
two impositions of restrictions on household deposit taking.

Under these circumstances, the Bank of Russia took the decision
to revoke the banking license from JSC CB BTF-Bank.

The Bank of Russia takes this extreme measure because of the
credit institution's failure to comply with federal banking laws
and Bank of Russia regulations, due to repeated application
within a year of measures envisaged by the Federal Law "On the
Central Bank of the Russian Federation (Bank of Russia)",
considering a real threat to the creditors' and depositors'
interests.

The Bank of Russia, by virtue of its Order No. OD-2534, dated
September 28, 2018, appointed a provisional administration to JSC
CB BTF-Bank for the period until the appointment of a receiver
pursuant to the Federal Law "On Insolvency (Bankruptcy)" or a
liquidator under Article 23.1 of the Federal Law "On Banks and
Banking Activities".  In accordance with federal laws, the powers
of the credit institution's executive bodies were suspended.

The current development of the bank's status has been detailed in
a press statement released by the Bank of Russia.

JSC CB BTF-Bank is a member of the deposit insurance system. The
revocation of the banking license is an insured event as
stipulated by Federal Law No. 177-FZ "On the Insurance of
Household Deposits with Russian Banks" in respect of the bank's
retail deposit obligations, as defined by law.  The said Federal
Law provides for the payment of indemnities to the bank's
depositors, including individual entrepreneurs, in the amount of
100% of the balance of funds but no more than a total of RUR1.4
million per depositor.


MOSURALBANK JSCB: Bank of Russia Provides Update on Investigation
-----------------------------------------------------------------
The provisional administration to manage JSCB Mosuralbank (JSC)
(hereinafter, the Bank) appointed by virtue of Bank of Russia
Order No. OD-1556, dated June 22, 2018, following banking license
revocation, in the course of the inspection of the Bank's
financial standing established that the Bank's management
conducted operations to divert funds through lending to legal
entities with dubious creditworthiness or which might knowingly
default on their obligations, according to the press service of
the Central Bank of Russia.

On September 11, 2018, the Arbitration Court of the City of
Moscow recognized the Bank as insolvent (bankrupt).  The state
corporation Deposit Insurance Agency was appointed as a receiver.

The Bank of Russia submitted the information on the financial
transactions bearing the evidence of criminal offence conducted
by the Bank's executives to the Prosecutor General's Office of
the Russian Federation, the Ministry of Internal Affairs of the
Russian Federation and the Investigative Committee of the Russian
Federation for consideration and procedural decision making.


RUSSKY NATZIONALNY: Bank of Russia Provides Update on Probe
-----------------------------------------------------------
The provisional administration to manage Ltd. Russky Natzionalny
Bank (hereinafter, the Bank) appointed by virtue of Bank of
Russia Order No. OD-1435, dated June 6, 2018, following the
banking license revocation, in the course of the inspection of
the Bank's financial standing established that the Bank's
management conducted operations to divert funds through lending
to affiliated legal entities with dubious creditworthiness or
which might knowingly default on their obligations, according to
the press service of the Central Bank of Russia.

The Bank of Russia submitted the information on the financial
transactions bearing the evidence of criminal offence conducted
by the Bank's executives to the Prosecutor General's Office of
the Russian Federation, the Ministry of Internal Affairs of the
Russian Federation and the Investigative Committee of the Russian
Federation for consideration and procedural decision making.



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


CASTELL PLC 2018-1: Moody's Gives (P)Caa2 Rating to Class F Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional long-term
credit ratings to the following classes of Notes to be issued by
Castell 2018-1 Plc:

GBP[-]M Class A Mortgage Backed Floating Rate Notes due January
2046, Assigned (P)Aaa (sf)

GBP[-]M Class B Mortgage Backed Floating Rate Notes due January
2046, Assigned (P)Aa1 (sf)

GBP[-]M Class C Mortgage Backed Floating Rate Notes due January
2046, Assigned (P)Aa3 (sf)

GBP[-]M Class D Mortgage Backed Floating Rate Notes due January
2046, Assigned (P)Baa1 (sf)

GBP[-]M Class E Mortgage Backed Floating Rate Notes due January
2046, Assigned (P)Ba2 (sf)

GBP[-]M Class F Mortgage Backed Floating Rate Notes due January
2046, Assigned (P)Caa2 (sf)

Moody's has not assigned ratings to the GBP[-]M Class X Notes and
GBP[-]M Class Z Notes.

This transaction is the second term securitisation transaction
launched by Optimum Credit Limited ("Optimum", not rated) and
rated by Moody's. The provisional portfolio of loans will be
taken from the existing warehouses Optimum Three Limited
(previously rated by us) and Optimum Two S.A.r.L and will consist
of loans secured by second charge mortgages on properties located
in the UK. At the provisional pool cut-off date, the pool has a
current loan balance of approximately GBP [309.9] million,
extended to [6,998] borrowers. Approximately [98.9]% of the
provisional pool has been originated during 2017-2018.

RATINGS RATIONALE

The ratings of the Notes take into account, among other factors:
(i) the performance of the previous transactions launched by
Optimum; (ii) the credit quality of the underlying mortgage loan
pool, from which Moody's determined the MILAN Credit Enhancement
(MILAN CE) and the portfolio expected loss, (iii) legal
considerations, (iv) the initial credit enhancement provided to
the senior Notes by the junior Notes, the general reserve fund of
[2.25]% as well as the liquidity reserve fund of [1.5]%, and (v)
the ability to add new loans to the collateral pool during the
pre-funding period until December 5, 2018 (which is before the
first IPD on January 25, 2019) which could account for up to [-]%
of the final collateral pool equivalent to GBP [-] million.

  -- Expected Loss and MILAN CE Analysis

The MILAN CE reflects the loss Moody's expects the portfolio to
suffer in the event of a severe recession scenario. The expected
portfolio loss of [6.5]% and the MILAN CE of [23]% serve as input
parameters for Moody's cash flow model and tranching model.

Portfolio expected loss of [6.5]% is higher than in other UK non-
conforming RMBS transactions of ca. 5.9%, owing to: (i) all of
the loans in the pool having a second charge over the properties;
(ii) the performance of comparable originators, (iii) the current
macroeconomic environment in the UK, (iv) the limited historical
information, and (v) benchmarking with similar UK non-conforming
transactions.

MILAN CE of [23]% is lower than in other UK non-conforming RMBS
transactions of ca. 25.1%. The MILAN CE figure was derived based
on the following: (i) all of the loans in the pool having a
second charge over the properties, (ii) the percentage of self-
employed borrowers in the pool of [20.8]%, (iii) a high
concentration in London and South East, (iv) the lack of
historical information, and (v) benchmarking with similar UK non-
conforming transactions.

  -- Transaction structure

At closing the general reserve fund will be equal to [2.25]% of
the closing principal balance of mortgage loans in the pool
(including retained commitment), i.e. GBP[-] million. The general
reserve fund will be replenished after the PDL cure of the Class
F Notes and can be used to pay senior fees and costs and interest
on the Class A - F Notes and clear Class A - F PDL.

The liquidity reserve fund will be equal to [1.5]% of the
outstanding Class A and B Notes and will be funded by principal
proceeds (until the required amount is funded). The liquidity
reserve fund will be available to cover senior fees and costs and
Class A and B interest. After the liquidity reserve fund reaches
its target, it will be replenished using interest collections.

  -- Operational Risk Analysis

Optimum is the servicer in the transaction while Citibank, N.A.,
London Branch (A1/(P)P-1 & A1(cr)/P-1(cr)) will be acting as a
cash manager. In order to mitigate the operational risk, Link
Mortgage Services Limited (not rated) will act as back-up
servicer and Intertrust Management Limited (not rated) will act
as backup servicer facilitator.

All of the payments under the loans in this pool will be paid
into a separate collection account in the name of the originator
at National Westminster Bank Plc ((P)A2/P-1 & Aa3(cr)/P-1(cr)).
Payments are transferred daily from the collection account to the
issuer account held at Citibank, N.A., London Branch with a
transfer requirement if the rating of the account bank falls
below A2/P-1. The seller has declared a trust (between the
issuer, the seller and the collection account bank) over the
collection account in favor of the issuer and itself.

To ensure payment continuity over the transaction's lifetime the
transaction documents incorporate estimation language whereby the
cash manager can use the three most recent servicer reports to
determine the cash allocation in case no servicer report is
available. The transaction also benefits from the equivalent of
[5.22] months liquidity assuming a stressed Libor assumption of
5.7%.

  -- Interest Rate Risk Analysis

[65.6%] of the loans in the provisional pool are fixed rate loans
reverting to Optimum's SVR with the remaining proportion already
linked to Optimum's SVR. To mitigate the fixed floating mismatch,
there will be a fixed floating balance guaranteed swap provided
by NatWest Markets Plc (Baa2/P-2 & A3(cr)/P-2(cr)), a wholly
owned subsidiary of The Royal Bank of Scotland Group Plc (Baa2/P-
2).

After the fixed rate loans revert to floating rate, there is a
basis risk mismatch in the transaction, which results from the
mismatch between the reset dates of the Optimum base-rate linked
loans in the pool, which are linked to one-month LIBOR, and the
three-month LIBOR used to calculate the interest payments on the
notes. Moody's has taken into consideration the absence of basis
swap in its cash flow modelling.

  -- Methodology

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

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

The provisional ratings address the expected loss posed to
investors by the legal final maturity of the Notes. In Moody's
opinion, the structure allows for timely payment of interest for
A, B, C and D Notes, ultimate payment of interest on or before
the final legal maturity date for E and F Notes and ultimate
payment of principal at legal final maturity for all rated Notes.
Moody's ratings address only the credit risks associated with the
transaction. Other non-credit risks have not been addressed but
may have a significant effect on yield to investors.

Moody's issues provisional ratings in advance of the final sale
of securities and the above rating reflects Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final documentation and the final Note structure,
Moody's will endeavor to assign definitive ratings to the Notes.
Definitive ratings may differ from provisional ratings.

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

Significantly different loss outcomes compared with its
expectations at close due to either a change in economic
conditions from its central scenario forecast or idiosyncratic
performance factors would lead to rating actions. For instance,
should economic conditions be worse than forecast, the higher
defaults and loss severities resulting from a greater
unemployment, worsening household affordability and a weaker
housing market could result in a downgrade of the ratings.
Deleveraging of the capital structure or conversely a
deterioration in the Notes available credit enhancement could
result in an upgrade or a downgrade of the ratings, respectively.


ENSCO PLC: Moody's Reviews B2 CFR for Downgrade Amid Rowan Deal
---------------------------------------------------------------
Moody's Investors Service placed Ensco plc's ratings under review
for downgrade following its announcement to acquire Rowan
Companies, Inc. (Rowan, B3 developing) in an all-stock
transaction on October 8, 2018. Ensco's ratings under review
include its B2 Corporate Family Rating, B2-PD Probability of
Default Rating (PDR), B3 senior unsecured notes rating and NP
commercial paper rating. At the same time, Moody's affirmed
Rowan's B3 CFR, B3-PD PDR and Caa1 senior unsecured notes rating.
Ensco's SGL-1 Speculative Grade Liquidity Rating and Rowan's SGL-
1 Speculative Grade Liquidity Rating are unchanged. Rowan's
outlook was changed to developing from negative.

"While the combination will significantly improve Ensco's
business risk profile, fleet quality, and re-contracting
prospects, leverage metrics for the combined company will remain
very high and weaken further in 2019 from ongoing contract
expirations through early 2020," said Sajjad Alam, Moody's Senior
Analyst. "Higher oil prices should boost offshore upstream
activity and rig demand in 2019, but we expect dayrates to
recover gradually and remain low, which will challenge Ensco to
reverse the declining trends in earnings and cash flow before
2020."

On Review for Downgrade:

Issuer: Ensco plc

Corporate Family Rating, Currently B2

Probability of Default Rating, Currently B2-PD

Senior Unsecured Notes, Currently B3 (LGD4)

Commercial Paper, Currently NP

Issuer: ENSCO International Incorporated

Senior Unsecured Notes, Currently B3 (LGD4)

Issuer: Pride International, Inc.

Senior Unsecured Notes, Currently B3 (LGD4)

Ratings Affirmed:

Issuer: Rowan Companies, Inc

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Unsecured Notes, Affirmed Caa1 (LGD4)

Outlook Actions:

Issuer: Ensco plc

Outlook, Changed to Ratings Under Review from Negative

Issuer: ENSCO International Incorporated

Outlook, Changed to Ratings Under Review from Negative

Issuer: Pride International, Inc.

Outlook, Changed to Ratings Under Review from Negative

Issuer: Rowan Companies, Inc

Outlook, Changed to Developing from Negative

RATINGS RATIONALE

Ensco's review for downgrade will focus on the pro forma capital
structure of the combined company, including the size of the
revolving credit facility, and whether the debt of Rowan is
assumed, guaranteed or partially repaid by Ensco. It will also
consider Ensco's combined backlog at the time of closing, the
outlook for offshore contract markets and Ensco's ability to
attain the promised merger synergies. In the event Ensco's
ratings are downgraded, Moody's believes it will be limited to
one notch.

Rowan's ratings were affirmed and its rating outlook was changed
to developing to reflect that Rowan's ratings are unlikely to be
downgraded at closing. Rowan's bond ratings could be equalized
with Ensco's bond ratings if both set of bonds have similar
guarantee and seniority as well as pari passu ranking within the
combined entity. Rowan's CFR could be upgraded if Ensco's CFR is
confirmed at B2 upon successful closing.

Ensco's combination with Rowan following the 2017 acquisition of
Atwood Oceanics, will create one of the largest, newest and most
diversified offshore rig fleets in the world. The new Ensco will
have the world's largest jackup fleet with 54 jackups and the
second largest floater fleet with 28 floaters enhancing its
ability to work in all water depths and geographic markets. The
company will also have a broader and stronger customer base,
including a long term relationship with Rowan's joint-venture
partner Saudi Aramco (unrated), that will place Ensco in a strong
competitive position during the recovery phase of the offshore
drilling industry.

However, despite improved re-contracting prospects, Ensco and
Rowan are facing significant contract expirations through 2019
that will further shrink the combined entity's already reduced
earnings absent any significant revival in contract day rates and
re-contracting activity. Moody's expects the combined entity's
debt/EBITDA ratio to remain highly elevated approaching 10x-12x
by the end of 2019.

Ensco's ratings could be downgraded if the EBITDA/interest ratio
cannot be sustained above 1.5x or if its cash balance is
substantially eroded. Any increase in debt or material loss of
backlog would also trigger a downgrade. While unlikely through
2020, Ensco's ratings could be upgraded if the debt/EBITDA ratio
is lowered near 6x in a stable to improving industry environment.
Rowan's ratings are unlikely to be downgraded at closing unless
the company significantly depletes its existing cash balance or
levers up.

Both entities will have very good liquidity through 2019. At June
30, 2018, Ensco had $740 million of cash and marketable
securities and an undrawn $2.0 billion committed revolver. Rowan
had $1.1 billion of cash at June 30, 2018. Moody's expects
sufficient covenant headroom through 2019 under both companies'
credit agreements.

The principal methodology used in these ratings was Global
Oilfield Services Industry Rating Methodology published in May
2017.

Ensco plc is headquartered in London, UK and is one of the
world's largest providers of offshore contract drilling services
to the oil and gas industry.


SIGNET JEWELERS: Fitch Affirms BB IDR & Alters Outlook to Neg.
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
for Signet Jewelers Limited at 'BB' and revised the Rating
Outlook to Negative from Stable.

The Negative Outlook reflects ongoing challenging topline
results, which, in combination with lost EBITDA from the sale of
the company's receivables portfolio, have led to higher than
expected leverage, which Fitch now projects to be around 5.0x in
2018 versus 4.1x in 2017. Signet has initiated a multi-faceted
program to revitalize sales while cutting expenses, and has seen
early glimpses of success on both fronts. Signet would need to
improve EBITDA by nearly 20% to $700 million from 2018's expected
level of $550 million to reduce leverage below 4.5x for Fitch to
Stabilize its Outlook. Fitch forecasts EBITDA will be in the $630
million to $640 million range in 2019 and grow toward $700
million by 2021, assuming Signet's recent initiatives yield same-
store sales (SSS) improvement toward flat to up modestly and the
company achieves around $100 million to $150 million of net cost
savings after business reinvestment. However, Fitch believes that
execution risk on achieving this EBITDA rebound is high.

KEY RATING DRIVERS

Leading Share in Specialty Jewelry: With $6.4 billion of revenue
across around 3,500 stores as of LTM July 2018, Signet is an
industry leader in the jewelry and watch category, with an
approximately 7% share of the U.S. market and leading positions
in Canada and the U.K. Signet's well-known brands include Kay,
Jared, Zales and Piercing Pagoda in the U.S.; Peoples in Canada;
and H.Samuel and Ernest Jones in the U.K. Prior to 2016, the
company showed good growth since the recession, with average SSS
of 5% between 2010 and 2015, commensurate with the recovery in
jewelry sales.

Recent Top-Line Weakness: Signet's SSS turned negative in 2Q16
with SSS at negative 1.9% in 2016 and weakened further to
negative 5.3% in 2017. While SSS have improved to 0.7% in 1H18,
Signet's longer term recovery prospects remain somewhat
uncertain. Fitch believes Signet's issues are partially macro
driven, given some softening in foreign tourism to the U.S. and
less time spent in malls, affecting impulse purchases. Declines
in oil prices in recent years further affected parts of the
southwestern U.S. where Signet has a large store base, partly
owing to Zales's prior Texas headquarters.

Beyond macro challenges, Fitch believes much of the sales
weakness is due to Signet-specific factors. The company has not
effectively responded to changing shopping patterns and
preferences and has lagged on investments in an omni-channel
platform (including a robust customer-facing website) and
innovative product design and marketing. The company faced
negative press around allegations of both diamond-swapping during
routine product servicing and poor treatment of female employees,
which may have impacted consumer sentiment toward Signet's
brands. Execution missteps associated with the company's credit
operations transition have also recently affected customer
experiences and sales conversion.

Total top-line is expected to be down slightly in 2018 on
modestly negative comps and the loss of 2017's 53rd week,
somewhat mitigated by sales from the 3Q 2017 acquisition of
R2Net. Fitch projects Signet's SSS could be flat to modestly
positive beginning 2019 assuming some of the company's recent
initiatives bear fruit. Total sales growth in 2019 is expected to
be slightly negative given around 200 store closures projected at
the end of 2018 but sales growth could turn modestly positive
starting in 2020.

Initiatives to Reverse Sales Declines and Improve Margins: The
company is implementing a number of initiatives to improve SSS,
including increasing the pace of product innovation, developing
product extensions to encourage repeat visits and investing in
its omni-channel platform. While jewelry's online penetration is
expected to remain low relative to other retail categories,
Signet believes a robust website is a competitive advantage as a
complement to the in-store shopping experience. The company paid
$328 million in 2017 to buy JamesAllen.com, the leading online
diamond engagement jeweler, partially to acquire the company's
digital marketing and product-imaging expertise. At the time of
acquisition, Signet expected JamesAllen.com to add more than $200
million in revenues, though Fitch assumes the online business
makes a minimal contribution to EBITDA.

The company is also implementing cost reduction programs to
protect margins and enable further growth investments. Signet has
targeted $200 million to $225 million of net cost savings to be
achieved over the next three years. Major elements of the plan
include sourcing savings and back-office efficiency efforts. The
store closures are predicated around optimizing the mall versus
off-mall mix of the real estate portfolio. The company has
indicated it expects to achieve $85 million to $100 million of
net savings in 2018.

Significant EBITDA Declines: Following two years of EBITDA at $1
billion, EBITDA in 2017 declined to around $830 million on -5.3%
SSS and the mid-year outsourcing of its credit operations and
sale of its prime receivables. In 1H 2018, EBITDA fell further to
$175 million from around $340 million in 1H 2017 due to continued
impact of the credit operations transactions and despite some SSS
stabilization. Continued EBITDA declines in 2H 2018 could lead to
full year EBITDA of around $550 million, down approximately 30%
from 2017. The significant $300 million expected decline in
EBITDA goes well beyond the impact of the sale of credit card
operations, which is expected to yield about a $150 million
impact to operating income in 2018.

Fitch forecasts EBITDA will be in the $630 million to $640
million range in 2019 and grow toward $700 million by 2021,
assuming Signet's recent initiatives yield SSS improvement toward
flat to up modestly and the company achieves around $100 million
to $150 million of net cost savings after business reinvestment.
The company would need to drive EBITDA toward $700 million to
return leverage below 4.5x. However, Fitch continues to view
execution risk around this as high.

Credit Operations Sold: Signet historically maintained an in-
house financing operation as a competitive advantage in building
customer relationships. However, the company outsourced its
credit operation in 2017, sold its $1 billion of prime
receivables for $1 billion to Alliance Data Systems (ADS) and
sold its non-prime receivables in 2018 for $445.5 million. Cash
proceeds from these transactions were deployed toward $600
million of debt reduction, with the remainder used for share
buybacks. The transition to an outsourced credit model has been
challenging, with Signet noting process interruptions in the
early stages that led to customer frustrations, exacerbating
recent sales declines.

The divestiture process of Signet's credit card operations
created some complexity in understanding Signet's ongoing
results, in Fitch's view, though the separation should enable
simpler reporting going forward. Prior to the sale of the credit
operations, some market participants had questioned Signet's
accounting treatment of bad debt expense, though no
irregularities were discovered.

Updated Financial Policy: Concurrent with its receivables sale
and use of proceeds for a mix of debt reduction ($600 million, or
around 40% of proceeds) and share buybacks, the company updated
its financial policy to target leverage at 3.0x-3.5x,
capitalizing rent at 5.0x. In 2017, given around $800 million of
EBITDA, Signet's updated range equates to approximately 4.0x-4.5x
Fitch-defined leverage.

Fitch expects 2018 Fitch-defined leverage of 5.0x, which equates
to Signet-defined leverage of approximately 3.6x. The achievement
of $700 million of EBITDA, in combination with Fitch's forecasted
rent declines and term loan amortization, would yield Fitch-
defined leverage under 4.5x (Signet-defined leverage around
3.0x).

DERIVATION SUMMARY

Signet's ratings reflect the company's leverage profile following
the sale of its credit portfolio and declines in EBITDA, with
adjusted leverage expected to trend in the low-4.0x range longer
term (5.0x expected in 2018). The Negative Outlook reflects risk
that the company is unable to reverse weak sales and EBITDA
trends, yielding leverage remaining elevated above 4.5x. Signet's
ratings recognize recent weakness in specialty jewelry and
outsized top-line challenges for the company's key brands, which
have led to substantial EBITDA declines and reduced confidence in
the company's ability to stabilize sales. While the company's
performance has been impacted by some macro challenges, Fitch
believes that much of operating weakness has been driven by mis-
execution. Signet has not responded effectively to changing
consumer preferences around both shopping behavior and product
assortment and has been losing market share despite a fragmented
market, implying that the company's brands have not been
resonating with consumers. The ratings continue to reflect
Signet's leading position in the U.S. specialty jewelry market,
which provides it with good cash flow even on reduced EBITDA
levels and the ability to reinvest in its business.

Fitch's U.S. jeweler coverage includes Tiffany & Co.
(BBB+/Stable), whose rating reflects its strong position in the
relatively fragmented global premium jewellery segment, its
iconic brand status, industry-leading EBITDA margins, superior
real estate portfolio, relatively limited competition from
alternate channels such as ecommerce and discounters, and
generally strong cash flow and credit metrics. Tiffany's leverage
is expected to trend below 2.5x.

Tapestry, Inc. and Michael Kors Holdings Limited (both BBB-
/Stable) are primarily exposed to the handbag and accessories
industry, which is somewhat more prone to fashion and brand risk
than the jewelry category. Leverage for both of these leading
players is expected to trend below 3.0x, excluding acquisitions
that may lead to temporarily elevated leverage.

Fitch's 'BB'-rated retailer coverage includes Levi Strauss & Co.
(BB/Positive), whose rating reflects the company's position as
one of the world's largest branded apparel manufacturers, with
broad channel and geographic exposure, while also considering the
company's somewhat narrow focus on menswear and the denim
category. Levi's rating is predicated on leverage remaining under
4.0x.

KEY ASSUMPTIONS

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

  - Revenues in 2018 are expected to be down in the low-single-
    digits on flattish SSS, store closures and the loss of 2017's
    53rd week, somewhat mitigated by the 2017 acquisition of
    R2Net. SSS are expected to improve to flat to up modestly
    2019 and beyond, although 2019 top-line will also be
    negatively impacted by around 200 expected store closures
    during 2018, most of which will occur at the end of the year.

  - EBITDA is expected to decline to around $550 million in 2018,
    compared with about $830 million in 2017 and $1 billion in
    2016 on revenue declines and deleverage of fixed costs. Fitch
    forecasts EBITDA will be in the $630 million to $640 million
    range in 2019 and grow toward $700 million by 2021, assuming
    Signet's recent initiatives yield SSS improvement toward flat
    to up modestly and the company achieves around $100 million
    to $150 million of net cost savings after business
    reinvestment.

  - FCF is expected to be around $300 million in 2018 and $200
    million to $250 million annually thereafter. Fitch expects
    the company to use FCF toward share repurchases.

  - Adjusted debt/EBITDAR, which was 4.1x in 2017, is projected
    to increase to around 5x in 2018 on EBITDA declines. Assuming
    EBITDA improves to around $700 million over the next two to
    three years, leverage could return to below 4.5x, Fitch's
    stabilization case for Signet's current ratings.
    Should leverage remain elevated above 4.5x on a lack of
    EBITDA rebound, Fitch could take a negative rating action.

RATING SENSITIVITIES

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

  -- An updated financial policy and better than expected top-
     line and profitability trends, which together would lead to
     adjusted leverage being sustained under 4.0x.

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

  -- The company's inability to stabilize SSS and grow EBITDA to
     $700 million, yielding adjusted leverage trending above 4.5x
     over the medium term.

  -- The rating could be stabilized if the company's top-line
     trends improve to flat to up modestly and EBITDA improves
     toward $700 million, yielding leverage trending below 4.5x.

LIQUIDITY

Comfortable Liquidity: Signet had total liquidity of almost $750
million at Aug. 4, 2018, consisting of $134 million of cash and
$614 million in revolver availability.

Signet's remaining capital structure as of Aug. 4, 2018 includes
$313 million of term loan borrowings and $400 million of
unsecured notes in addition to revolver borrowings. The company
received a $625 million convertible preferred investment by
Leonard Green in 2016, with proceeds deployed toward share
repurchase. Fitch gave 0% equity credit to the $625 million of
convertible preferred securities. Permanence in the capital
structure -- in this case permanence of the convertible
preferreds -- is necessary for equity credit recognition. Fitch
views these securities as not conducive to being maintained as a
permanent part of the capital structure, with the main purpose
being to support the company's stock price. Fitch expects the
company to refinance the convertibles with debt over the medium
term.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Signet Jewelers Limited

  -- Long-Term IDR at 'BB';

  -- Convertible preferred securities at 'B+'/'RR6'.

Signet UK Finance plc

  -- Guaranteed senior unsecured debt securities at 'BB'/'RR4'.

The Rating Outlook has been revised to Negative from Stable.


TRITON UK: S&P Ups Prelim. Rating on $305MM 1st Lien Loan to B+
---------------------------------------------------------------
S&P Global Ratings said that it has raised its preliminary issue
rating on Triton UK Midco's proposed $305 million first lien term
loan due in 2024 and the $50 million RCF due in 2023 to 'B+' from
'B'.

S&P said, "We also affirmed our preliminary 'B' issuer rating on
Triton, a global provider of video infrastructure technology. The
negative outlook continues to reflect the fact that we could
downgrade Triton in the next 12 months if stronger than expected
pressure on revenues or higher than expected restructuring costs
result in continued negative FOCF generation and ultimately
meaningfully impair the company's liquidity position."

Under the new structure, the total debt at closing will be
reduced by $10 million while the total amount of the first lien
facility will decrease to $305 million from $415 million and will
be replaced with a $100 million new second lien facility.

S&P said, "The revised capital structure does not affect our view
of the issuer credit rating. While the total debt amount under
the new structure is slightly reduced we note that total interest
expense will be $4 million-$5 million higher in 2019 and 2020,
which will pressure free operating cash flow (FOCF) generation.
We also note that purchase price adjustments will result in a
higher level of cash on balance sheet at close compared to our
previous base case, which will provide additional liquidity to
cover future restructuring costs, although we expect that Triton
will use some of the additional cash on balance sheet to pay back
potential post-close transaction adjustments."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's preliminary 'B+' issue rating to the proposed $305
    million senior secured term loan facility B and the $50
    million RCF is based on a recovery rating of '2', indicating
    its expectations of meaningful recovery (70%-90%; rounded
    estimate: 75%) in the event of default.

-- S&P's revised valuation of the company is supported by the
     new sizeable second lien facility of $100 million, but
     continues to be constrained by high level of equally ranked
     first lien debt.

-- The security package includes first priority lien on assets
    and stocks of the borrower and wholly-owned material
    restricted subsidiaries.

-- The documentation for the transaction includes a maintenance
    covenant under the RCF of 35% cushion on total net first-lien
    leverage to EBITDA, which will be tested at the end of each
    fiscal quarter when the facility is more than 35% drawn.

-- S&P's hypothetical default scenario envisages a sharp decline
    in revenues in the NDS and IVP divisions due to the loss of
     key customers which would not be compensated by a steep
     enough decline in the R&D cost base, which would lead to a
    deterioration in the company's cash flow profile and
    ultimately its liquidity position.

-- S&P values Triton as a going concern because of its good
    market position in video content security and the fact that
    its product are deeply imbedded into customers set up boxes.

Simulated default assumptions

-- Year of default: 2021
-- Minimum capex (% pro forma FY2018 sales): 2.0%
-- Cyclicality adjustment factor: +5% (standard sector
    assumption for softwae and services)
-- Operational adjustment: Negative 25% (reflecting that current
    EBITDA that accounts for restructuring costs is unsustainable
    for the business)
-- Emergence EBITDA after recovery adjustments: about $55
    million
-- Implied enterprise value multiple: 5.0x Jurisdiction: U.K.

Simplified waterfall

-- Gross enterprise value at default: about $275 million
-- Administrative costs: 5%
-- Net value available to creditors: about $261 million
-- Priority claims: Nil
-- First Lien Senior secured debt claims: $345.6 million (1)
-- Recovery expectation: 75% (recovery rating: 2) (2)

(1) All debt amounts include six months' prepetition interest.
RCF assumed 85% drawn on the path to default.
(2) Rounded down to the nearest 5%.


VTB CAPITAL: Moody's Extends Review on Ba3 Deposit Ratings
----------------------------------------------------------
Moody's Investors Service extended the review for downgrade on
the local- and foreign-currency long-term bank deposit ratings of
Ba3 and counterparty risk assessment of Ba1(cr) of UK-based VTB
Capital plc, and placed on review for downgrade the bank's b2
baseline credit assessment and b1 adjusted BCA. The rating action
reflects the ongoing material changes in VTBC's business model
and balance sheet following the restructuring of the European
businesses of its parent Bank VTB PJSC (VTB; Ba1 positive long-
term local currency Bank Deposits/Ba2 stable long-term foreign
currency Bank Deposits, b1 BCA).

The short-term bank deposit ratings of Not Prime and the short-
term CRA of Not Prime(cr) were affirmed.

RATINGS RATIONALE

In response to the UK's planned exit from the European Union and
increased geopolitical risks, VTB has decided to scale down its
investment banking business and reallocate a material part of its
loan portfolio and derivative exposures from VTBC to other VTB
group entities domiciled in Germany and Russia. This will result
in a considerable reduction in VTBC's balance sheet and a
reduction in the bank's net interest income and profits. VTBC
will remain an investment banking arm of VTB and focus on market
intermediation, derivative business and advisory services.

VTBC's Ba3 deposit ratings are currently based on the bank's b2
BCA and a high probability of support from VTB, which provides an
adjusted BCA of b1. Moody's still considers VTBC to be an
integral part of VTB group, providing VTB and its customers with
access to global markets, and thus maintains its assumption of a
high probability of affiliate support for VTBC despite the
contraction in VTBC's asset base to 2.6% of VTB group's at year-
end 2017, and a further expected decline.

VTBC is based in the UK which Moody's considers to be an
Operational Resolution Regime under the EU's Bank Recovery and
Resolution Directive, and as such Moody's applies its Advanced
Loss Given Failure approach. Accordingly, VTBC's deposit ratings
currently benefit from one notch of uplift from the adjusted BCA,
reflecting the risks faced by the different debt and deposit
classes across the liability structure, should the bank enter
resolution. The CRA benefits from three notches of uplift,
reflecting the agency's view that operating obligations also
benefit from loss absorption provided by junior deposits.

Moody's will conclude its review of the bank's long-term bank
deposit ratings, BCA, adjusted BCA and CRA once the asset
transfer is complete.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's review will focus on the following themes: (1) the bank's
fundamental characteristics further to the expected
restructuring, in particular its new asset risk profile,
capitalization, likely profitability, funding and liquidity
structure; and (2) the impact of the restructured balance sheet
on the risk of its counterparty obligations and deposits. The
rating agency will also consider the suitability of alternative
methodologies which may be better adapted to the bank's new
business profile.

An upgrade in the long-term bank deposit ratings, BCA, adjusted
BCA or CRA is unlikely given that they are on review for
downgrade.

Moody's may downgrade the long-term deposit ratings, BCA,
adjusted BCA or CRA should it conclude that VTBC's standalone
creditworthiness or parental support has diminished or loss-
given-failure for deposits has increased following changes to the
liability structure.

LIST OF AFFECTED RATINGS

Issuer: VTB Capital plc

Extended Review for Downgrade:

Long-term Counterparty Risk Assessment, currently Ba1(cr)

Long-term Bank Deposits (Local and Foreign Currency), currently
Ba3 Rating under Review

Placed on Review for Downgrade

Baseline Credit Assessment, currently b2

Adjusted Baseline Credit Assessment, currently b1

Affirmations:

Short-term Deposit Rating (Local and Foreign Currency), Affirmed
NP

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Outlook Actions:

Outlook remains Rating under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
published in August 2018.



                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

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